Exhibit 10.1


 


 


 


TERMINATION AGREEMENT


 


by and between


 


HUNT INVESTMENT
MANAGEMENT, LLC


 


and


 


MMA CAPITAL HOLDINGS, INC.


 


Dated as of  May 24,
2021


 





 






     


     


    

 





TABLE OF CONTENTS


 


	 	Page
	Article I Definitions	1






	Section 1.1	Definitions	1
	Section 1.2	Interpretive Provisions	3






	Article II Termination and Release	5






	Section 2.1	Termination of Management Agreement; Termination Fee	5
	Section 2.2	HIM Release	5
	Section 2.3	MMAC Release	6
	Section 2.4	Covenant Not to Sue	6






	Article III COVENANTS	6






	Section 3.1	Further Assurances	6
	Section 3.2	Confidentiality	6
	Section 3.3	Public Announcements	7






	Article IV Representations and warranties of HIM	7






	Section 4.1	Organization and Qualification of HIM	7
	Section 4.2	Authority of HIM and Enforceability	7
	Section 4.3	Non-Contravention	8
	Section 4.4	Legal Proceedings; Indemnification Claims	8
	Section 4.5	Brokers	8






	Article V Representations and warranties of MMAC	9






	Section 5.1	Organization and Qualification of MMAC	9
	Section 5.2	Authority of MMAC and Enforceability	9
	Section 5.3	Non-Contravention	9
	Section 5.4	Legal Proceedings	9
	Section 5.5	Brokers	9






	Article VI Miscellaneous	10






	Section 6.1	Expenses	10
	Section 6.2	Notices	10
	Section 6.3	Headings	10
	Section 6.4	Severability	10
	Section 6.5	Entire Agreement	11
	Section 6.6	Schedules and Exhibits	11



 



    i


     


    

 


	Section 6.7	Successors and Assigns	11
	Section 6.8	No Third-Party Beneficiaries	11
	Section 6.9	Amendment and Modification; Waiver	11
	Section 6.10	Mutual Drafting	12
	Section 6.11	Governing Law	12
	Section 6.12	Consent to Jurisdiction and Service of Process	12
	Section 6.13	WAIVER OF JURY TRIAL	13
	Section 6.14	Specific Performance	13
	Section 6.15	Counterparts	13
	Section 6.16	Non-recourse	13





 






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TERMINATION AGREEMENT


 


This TERMINATION AGREEMENT,
dated as of  May 24, 2021 (this “Agreement”), is made and entered into on May 24, 2021, by and between Hunt
Investment Management, LLC, a Delaware limited liability company (“HIM”), and MMA Capital Holdings, Inc., a
Delaware corporation (f/k/a MMA Capital Management, LLC) (“MMAC”).


 


RECITALS


 


WHEREAS, HIM and MMAC are
party to that certain Management Agreement, dated as of January 8, 2018 (as amended on February 7, 2019) (the “Management Agreement”),
by and between HIM and MMAC, pursuant to which HIM provides external management and other advisory services to MMAC (the “Business”);


 


WHEREAS, concurrently herewith,
FP Acquisition Parent, LLC, Delaware limited liability company (“Parent”), has entered into that certain Agreement
and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, FP Acquisition
Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), and MMAC, pursuant to which Merger Sub will merge
with and into MMAC (the “Merger”), with Merger Sub surviving the merger as a subsidiary of Parent (the “FA
Transaction”);


 


WHEREAS, the consummation
of the FA Transaction will result in HIM’s right to terminate the Management Agreement in accordance with its terms (the “Termination”);


 


WHEREAS, MMAC acknowledges
that such Termination will trigger the payment of a Termination Fee (as such term is defined in the Management Agreement) and desires
to agree with HIM upon the amount and manner of payment thereof, among other terms of their separation; and


 


WHEREAS, this Agreement shall
become effective on the date on which the transactions contemplated by the Merger Agreement are consummated (the “Effective Date”);
provided, that if the Merger Agreement is validly terminated according to its terms, this Agreement shall be of no force and effect
and shall be considered null and void ab initio.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties, covenants and agreements contained in this Agreement and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally
bound, agree as follows:


 


Article
I

Definitions


 


Section
1.1           
Definitions. The following capitalized terms shall have the following meanings for all purposes of this Agreement:


 


“Action”
means any action, cause of action, claim, demand, arbitration, hearing, charge, complaint, examination, indictment, litigation, suit,
inquiry, audit, notice of violation, proceeding, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative,
regulatory or otherwise, whether at law or in equity.


 






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“Affiliate”
means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common
control with, such specified Person. For the purposes of this definition, the term “control,” when used with respect
to any specified Person, means the power to direct or cause the direction of the management or policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have correlative meanings.


 


“Agreement”
has the meaning set forth in the preamble.


 


“Announcement”
has the meaning set forth in Section 3.3.


 


“Business”
has the meaning set forth in the recitals.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required
by Law to close.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Contract”
means any contract, agreement, indenture, note, bond, loan, lease, sublease, conditional sales contract, mortgage, license, sublicense,
franchise agreement, obligation, right, instrument, promise, undertaking, commitment or other binding arrangement or understanding (in
each case, whether written or oral).


 


“Enforceability Exceptions”
means (a) any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’
rights generally and (b) general principles of equity.


 


“FA Transaction”
has the meaning set forth in the recitals.


 


“Governmental Authority”
means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government
or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority
(to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court
or tribunal of competent jurisdiction.


 


“Governmental Order”
means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.


 


“HIM” has
the meaning set forth in the preamble.


 


“HIM’s Knowledge”
or any other similar knowledge qualification, means the actual or constructive knowledge of Paul Donnelly, Kara Harchuck, Chris Hunt and
Daniel Singer, after due inquiry.


 


“Investment Advisers
Act” means the Investment Advisers Act of 1940, as amended.


 


“Investment Company
Act” means the Investment Company Act of 1940, as amended.


 






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“Law” means
any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule
of law of any Governmental Authority.


 


“Liability”
means any liability, obligation, debt or commitment of whatever kind or nature whatsoever (whether known or unknown, whether asserted
or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether matured or unmatured, whether liquidated or unliquidated
and whether due or to become due or otherwise) regardless of when arising.


 


“Management Agreement”
has the meaning set forth in the recitals.


 


“MMAC”
has the meaning set forth in the preamble.


 


“MMAC’s Knowledge”
or any other similar knowledge qualification, means the actual or constructive knowledge of any of Gary Mentesana or David Bjarnason,
in each case, after due inquiry.


 


“MMAC Merger Expenses”
has the meaning set forth in Section 2.1(a).


 


“Person”
means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization,
trust, association or other entity.


 


“Representative”
means, with respect to any Person, any and all managers, directors, officers, employees, trustees, control persons, partners, stockholders,
equity holders, members, consultants, financial advisors, counsel, accountants and other agents of such Person.


 


“Taxes”
means (a) all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, documentary,
franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise,
severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties
or other taxes, fees, assessments or charges of any kind whatsoever; (b) any interest, additions or penalties with respect thereto and
any interest in respect of such additions or penalties; and (c) any Liability in respect of the items described in clauses (a) and (b) payable
by reason of successor, transferee or other Liability, operation of law, Treasury Regulations under section 1502 of the Code, or
by contract, indemnity or otherwise.


 


“Treasury Regulations”
means the Treasury regulations promulgated under the Code.


 


Section
1.2           
Interpretive Provisions. Unless the express context otherwise requires:


 


(a)              
the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this
Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;


 


(b)              
words defined in the singular shall have a comparable meaning when used in the plural, and vice versa;


 


(c)              
the words “Dollars” and “$” mean U.S. dollars;


 






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(d)              references herein to a specific Article, Section, Subsection, Recital, Schedule or Exhibit shall refer, respectively, to Articles,
Sections, Subsections, Recitals, Schedules or Exhibits of this Agreement or the Disclosure Schedules or Exhibits attached hereto;


 


(e)              wherever the word “include,” “includes” or “including” is used in this Agreement, it shall
be deemed to be followed by the words “without limitation”;


 


(f)               
references herein to any gender shall include each other gender;


 


(g)              references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors
and assigns; provided, however, that nothing contained in this clause (g) is intended to authorize any assignment or transfer
not otherwise permitted by this Agreement;


 


(h)              references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;


 


(i)               
with respect to the determination of any period of time, the word “from” means “from and including” and
the words “to” and “until” each means “to but excluding”;


 


(j)               
the word “or” shall be disjunctive but not exclusive;


 


(k)              
references herein to any Law shall be deemed to refer to such Law as amended, reenacted, supplemented or superseded in whole or
in part and in effect from time to time and also to all rules and regulations promulgated thereunder;


 


(l)                references herein to any Contract, instrument or other document mean such Contract, instrument or document as amended, supplemented
or modified (including any waiver thereto) in accordance with the terms thereof, except that with respect to any Contract listed on any
schedule hereto, all such amendments, supplements or modifications must also be listed on such schedule; and


 


(m)              any reference to “ordinary course of business” will be interpreted to mean “ordinary course of business consistent
with past practice.”


 






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Article
II

Termination and Release


 


Section
2.1           
Termination of Management Agreement; Termination Fee.


 


(a)              
HIM and MMAC hereby irrevocably agree that, subject to the terms and conditions set forth herein, (i) effective as of the Effective
Date, the Management Agreement (including any provision of the Management Agreement that purports to survive termination of the Management
Agreement) shall terminate automatically in its entirety and all rights, duties, liabilities and obligations associated with or arising
under the Management Agreement shall automatically terminate and be cancelled in their entirety, without any further action required by
any party thereto, and have no further force or effect; provided, however, that MMAC and HIM hereby agree that Sections
7 (Expenses of the Company) (provided that Section 7 of the Management Agreement shall only survive with respect to MMAC’s
obligation to reimburse HIM and its Affiliates for third-party (unaffiliated) expenses incurred on behalf of MMAC and subsidiaries in
connection with the Business through the Effective Date in the ordinary course of business consistent with past practice (other than with
respect to expenses of MMAC and its subsidiaries incurred in connection with the transactions contemplated by the Merger Agreement (collectively,
 “MMAC Merger Expenses), which MMAC Merger Expenses HIM shall use commercially reasonable efforts to run directly through
MMAC and its subsidiaries) in accordance with the terms of the Management Agreement or the Merger Agreement, but which third-party expenses
are billed to HIM or its Affiliates after the Closing and to the extent none of HIM or its Affiliates has actually received reimbursement
for such expenses from an unaffiliated third party), 8 (Limits of the Manager’s Responsibility; Indemnification),
13 (Action Upon Termination), 14 (Release of Money or Other Property Upon Written Request), 16(e) (GOVERNING LAW)
and 16(f) (WAIVER OF JURY TRIAL) of the Management Agreement shall survive the Termination in accordance with the terms of the
Management Agreement (the “Surviving Provisions”).


 


(b)               On
the Effective Date, MMAC shall pay to HIM (i) an amount in cash equal to all unpaid fees and reimbursements that were accrued in
connection with HIM’s management of the Business through such date in the ordinary course of business consistent with past
practice (other than with respect to MMAC Merger Expenses) in accordance with the terms of the Management Agreement or the Merger
Agreement and that are required to be paid under the Management Agreement through the Effective Date, and (ii) the Termination Fee,
which, notwithstanding the terms of the Management Agreement, the parties hereto agree shall be comprised of (A) an amount in cash
equal to $16,500,000 and (B) the assignment by MMAC to HIM of those assets set forth on Exhibit B hereto (the
 “Assigned Assets”), which assigned assets the parties hereto agree have a value of $3,900,000. For the avoidance
of doubt, all accrued and unpaid fees and reimbursements required to be paid under the Management Agreement through the date hereof
equal $1,303,563 in the aggregate, it being understood that additional fees and reimbursements required to be paid under the
Management Agreement may be accrued between the date hereof and the Effective Date in connection with HIM’s management of the
Business in the ordinary course of business consistent with past practice (other than with respect to MMAC Merger Expenses) in
accordance with the terms of the Management Agreement or the Merger Agreement, and that such additional fees and reimbursement will
be required to be paid pursuant to Section 2.1(a).


 


(c)              
On the Effective Date, MMAC shall enter into an Assignment and Assumption Agreement in the form attached hereto as Exhibit C
with HIM pursuant to which MMAC shall assign and convey to HIM, and HIM shall accept from MMAC, the Assigned Assets (the “Assignment
Agreement”).


 


Section
2.2           
HIM Release. Upon receipt of the payments specified in Section 2.1(b) and upon entry into the Assignment Agreement,
HIM, on behalf of itself and its controlled Affiliates and its and their respective successors and assigns hereby releases, acquits and
forever discharges MMAC and each of its Affiliates and its and their respective stockholders, members, directors, officers, employees,
agents, advisors, shareholders, members, partners, managers, directors, officers and employees, in their capacities as such, and each
of its and their respective successors and assigns from any and all claims, demands, damages, Actions, causes of action, rights, costs,
losses, Liabilities, expenses, compensation or suits in equity, of whatsoever kind or nature, known or unknown, occurring or arising
at any time through and including the Effective Date with respect to the Management Agreement; provided, however, that
the release included in this Section 2.2 shall not include the right to enforce the Surviving Provisions against MMAC (including,
without limitation, the right to assert any affirmative defenses, indemnity claims under Section 8 of the Management Agreement (subject
to the terms of this Agreement) or counterclaims, in each case, in connection with any claim brought against HIM or its Affiliates relating
to the Management Agreement, whether occurring or arising at, prior to or after the Effective Date) (the “HIM Excluded Matters”).


 






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Section
2.3           
MMAC Release. Upon entry into the Assignment Agreement and the closing of the FA Transaction, MMAC, on behalf of itself
and its controlled Affiliates and its and their respective successors and assigns hereby releases, acquits and forever discharges HIM
and each of its Affiliates and its and their respective stockholders, members, directors, officers, employees, agents, advisors, shareholders,
members, partners, managers, directors, officers and employees, in their capacities as such, and each of its and their respective successors
and assigns from any and all claims, demands, damages, Actions, causes of action, rights, costs, losses, Liabilities, expenses, compensation
or suits in equity, of whatsoever kind or nature, known or unknown, occurring or arising at any time through and including the Effective
Date with respect to the Management Agreement; provided, however, that the release included in this Section 2.3
shall not include the right to enforce the Surviving Provisions (including, without limitation, the right to assert any affirmative defenses,
indemnity claims under Section 8 of the Management Agreement (subject to the terms of this Agreement) or counterclaims, in each case,
in connection with any claim brought against MMAC or its Affiliates relating to the Management Agreement, whether occurring or arising
at, prior to or after the Effective Date) (the “MMAC Excluded Matters”).




 


Section
2.4            Covenant Not to Sue. Other than any Action or proceeding to enforce the terms of this Agreement or relating to, as applicable,
the HIM Excluded Matters or the MMAC Excluded Matters, HIM and MMAC hereby agree not to encourage, solicit, initiate, institute, commence,
continue, file, or otherwise prosecute, directly or indirectly, or through third parties, any lawsuit, Action, claim, demand, or legal
proceeding, for or arising out of or relating to the Management Agreement.


 


Article
III

COVENANTS


 


Section
3.1           
Further Assurances. From and after the Termination, each of the parties hereto shall, and shall cause its controlled Affiliates
to, execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably
required to carry out the provisions hereof.


 


Section
3.2            Confidentiality.
From and after the Termination, subject to Section 3.3 with respect to public announcements, except as may be required by applicable
Law, Governmental Order or court process, without the prior written consent of MMAC, HIM shall, and shall cause its controlled Affiliates
and subsidiaries to, hold, and shall use its reasonable best efforts to cause its and their respective Representatives to hold in confidence
and not use for any purpose whatsoever (including for its own benefit or for the benefit of any third party) any and all information,
whether written or oral, concerning the Business or MMAC or its Subsidiaries, except to the extent that such information: (a) is or becomes
generally available to and known by the public through no fault of HIM, any of its subsidiaries or controlled Affiliates or its or their
respective Representatives; or (b) is lawfully acquired by HIM, any of its subsidiaries or controlled Affiliates or its or their respective
Representatives from and after the Termination from sources which are not known by HIM to be prohibited from disclosing such information
by a legal, contractual or fiduciary obligation. If HIM, any of its subsidiaries or any of its or their controlled Affiliates or its
or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements
of Law, HIM shall promptly notify MMAC in writing, to the extent legally permissible, and shall disclose only that portion of such information
which HIM is advised by its counsel in writing is legally required to be disclosed; provided, that, if requested by MMAC, HIM
shall, and shall cause its subsidiaries, controlled Affiliates and its and their respective Representatives to cooperate in all reasonable
respects with MMAC’s efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment
will be accorded to such information. For purposes of this Section 3.2, Representatives shall not include stockholders, equity
holders or members who are not otherwise covered within another category of Persons under the definition of Representatives.


 






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Section
3.3           
Public Announcements. Each of HIM and MMAC agrees that the initial press release with respect to this Agreement and the
transactions contemplated hereby shall be in the form set forth on Exhibit A hereto, subject to such changes as may be mutually
agreed to by MMAC and HIM (the “Announcement”). Thereafter, each of HIM and MMAC agrees and acknowledges that it will,
and will cause its controlled Affiliates to, consult with the other party before issuing, and give the other party the opportunity to
review and comment upon, and agree to the terms of, any press release or other public statement before making any such public statements,
in each case, with respect to this Agreement, MMAC or HIM, and shall not, and shall cause its controlled Affiliates not to, issue any
such press release or make any such public statement prior to such consultation and agreement, except as may be required by applicable
Law, Governmental Order, court process or the rules and regulations of any national securities exchange, or national securities quotation
system (collectively, “Required Announcements and Filings”). For the avoidance of doubt, this Section 3.3 shall
not apply to any of the transactions contemplated by the Merger Agreement other than the transactions specifically contemplated by this
Agreement.


 


Article
IV

Representations and warranties of HIM


 


HIM represents and warrants
to MMAC that the statements contained in this Article IV are true and correct as of the date hereof.


 


Section
4.1           
Organization and Qualification of HIM. HIM is a limited liability company, duly organized, validly existing and in good
standing under the Laws of the State of Delaware. There are no bankruptcy, insolvency, reorganization or arrangement proceedings commenced
(or, to HIM’s Knowledge, threatened) by any Person, or pending that involve HIM or its controlled Affiliates.


 


Section
4.2           
Authority of HIM and Enforceability. HIM has full limited liability company power and authority to execute, deliver and
perform this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby (including, for
the avoidance of doubt, the Termination). The execution, delivery and performance by HIM of this Agreement and the consummation by HIM
of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the
part of HIM, and no other limited liability company action on the part of HIM or its board of directors or managers, management committee,
members or any equity holder is necessary to authorize the execution, delivery and performance by HIM of this Agreement. This Agreement
has been duly executed and delivered by HIM and, assuming due execution and delivery by each other party hereto, constitutes the legal,
valid and binding obligation of HIM, enforceable against HIM in accordance with its terms, subject to the Enforceability Exceptions.
The entry into this Agreement does not violate any of the applicable provisions of the Investment Company Act or the Investment Advisers
Act.


 






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Section
4.3           
Non-Contravention. The execution, delivery and performance by HIM of this Agreement and the consummation of the transactions
contemplated hereby do not and will not: (a) conflict with or result in a violation or breach of, or default under (or an event which,
with the giving of notice or the passage of time, or both, would constitute a breach), require any consent, authorization, approval or
exemption by, any Person under, or give to others any rights of termination or amendment under, any provision of the certificate of formation,
limited liability company agreement or other organizational documents of HIM; (b) conflict with or result in a violation or breach of
any provision of any Law or Governmental Order applicable to HIM; or (c) require the consent, notice or other action by any Person under,
conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or
both, would constitute a default under, result in the acceleration of, or create in any party, the right to accelerate, terminate, modify
or cancel any Contract to which HIM is a party, or by which any of its assets or properties may be bound or affected and which has not
been obtained on or prior to the date hereof.


 


Section
4.4           
Legal Proceedings; Indemnification Claims.


 


(a)              
There are no Actions pending or, to HIM’s Knowledge, threatened against HIM or any of its assets, properties or businesses
by any Person that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.


 


(b)              
As of the date hereof, (i) there is no pending claim for indemnification for indemnifiable Losses (as defined in the Management
Agreement) under which any Manager Indemnified Party (as defined in the Management Agreement) is seeking indemnification from MMAC under
Section 8 of the Management Agreement nor (ii) to HIM’s Knowledge, is there a claim ripe for indemnification under Section 8 of
the Management Agreement for indemnifiable Losses that exists as of the date hereof that HIM has not submitted to MMAC for indemnification.


 


Section
4.5           
Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission
in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of HIM.


 






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Article
V

Representations and warranties of MMAC


 


MMAC represents and warrants
to HIM that the statements contained in this Article V are true and correct as of the date hereof.


 


Section
5.1           
Organization and Qualification of MMAC. MMAC is a corporation, duly incorporated, validly existing and in good standing
under the Laws of the State of Delaware.


 


Section
5.2           
Authority of MMAC and Enforceability. MMAC has full corporate power and authority to execute, deliver and perform this
Agreement and to carry out its obligations hereunder. The execution, delivery and performance by MMAC of this Agreement, and the consummation
of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of MMAC,
and, subject to the consummation of the Merger pursuant to the Merger Agreement, no other corporate action on the part of MMAC or its
board of directors, members or any equity holder is necessary to authorize the execution, delivery and performance by MMAC of this Agreement.
This Agreement has been duly executed and delivered by MMAC and, assuming due execution and delivery by each other party hereto, constitutes
the legal, valid and binding obligation of MMAC, enforceable against MMAC in accordance with its terms, subject to the Enforceability
Exceptions.


 


Section
5.3            Non-Contravention.
The execution, delivery and performance by MMAC of this Agreement and the consummation of the transactions contemplated hereby do not
and will not: (a) conflict with or result in a violation or breach of, or default under (or an event which, with the giving of notice
or the passage of time, or both, would constitute a breach), require any consent, authorization, approval or exemption by, any Person
under, or give to others any rights of termination or amendment under, any provision of the certificate of incorporation, bylaws or other
organizational documents of MMAC; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order
applicable to MMAC; or (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach
of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result
in the acceleration of, or create in any party, the right to accelerate, terminate, modify or cancel any Contract to which MMAC is a
party, or by which any of its assets or properties may be bound or affected and which has not been obtained on or prior to the date hereof.


 


Section
5.4            Legal
Proceedings. There are no Actions pending or, to MMAC’s Knowledge, threatened against MMAC or any of its assets, properties
or businesses by any Person that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.


 


Section
5.5           Brokers.
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf of MMAC, which would give rise to any Liability of HIM
after the Termination.1


 






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Article
VI


Miscellaneous


 


Section
6.1           
Expenses. Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel,
financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid
by the party incurring such costs and expenses.


 


Section
6.2           
Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing
and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee
if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with non-automated
confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal
business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested,
postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for
a party as shall be specified in a notice given in accordance with this Section 6.2):


 


	If to HIM:	Hunt Investment Management, LLC
	 	c/o Hunt Companies, Inc.
	 	980 North Michigan Avenue, Suite 1150
	 	Chicago, Illinois 60611
	 	Attention:    Kara E. Harchuck, General Counsel
	 	Email:	kara.harchuck@huntcompanies.com




 


	If to MMAC:	MMA Capital Holdings, Inc.
	 	3600 O’Donnell Street, Suite 600
	 	Baltimore, Maryland 21224
	 	Attention:    Gary A. Mentesana, Chief Executive Office
	 	   Paul Donnelly, General Counsel
	 	Email:	gary.mentesana@huntcompanies.com
	 	 	paul.donnelly@huntcompanies.com




 


Section
6.3           
Headings. The headings in this Agreement are for reference only, and shall not affect the interpretation of this Agreement.


 


Section
6.4           
Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable
such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable,
the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated
to the greatest extent possible.


 






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Section
6.5           
Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect
to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written
and oral, with respect to such subject matter.


 


Section
6.6           
Schedules and Exhibits.


 


(a)              
 Any matter, information or item disclosed in the Schedules delivered under any specific representation, warranty or covenant or
Schedule number hereof shall be deemed to have been disclosed for all purposes of this Agreement, in response to all representations,
warranties or covenants in this Agreement, solely to the extent the applicability of such matter, information or item disclosed is apparent
based on a plain reading of such disclosure without reference to extrinsic documentation.


 


(b)              
 The Schedules and Exhibits hereto
are hereby incorporated into this Agreement, and are hereby made a part hereof as if set out in full in this Agreement.


 


Section
6.7           
Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent
of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any
of its obligations hereunder.


 


Section
6.8           
No Third-Party Beneficiaries. Except as specifically set forth in the next sentence, this Agreement is for the sole benefit
of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or
shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement. Each released Person in Section 2.2 or Section 2.3 shall be a third party beneficiary of Section 2.2
or Section 2.3 (as applicable) and shall be entitled to the rights and benefits of Section 2.2 or Section 2.3
(as applicable) and may enforce the provisions thereof as if a party to this Agreement.


 


Section
6.9           
Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing
signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in
writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure,
breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring
before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this
Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Notwithstanding
anything to the contrary herein, this Agreement may not be amended, modified or supplemented, or any waiver granted under this Agreement,
without the prior written consent of Parent.


 






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Section
6.10        Mutual
Drafting. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any of the provisions
of this Agreement.


 


Section
6.11        Governing
Law. This Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate
to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon,
arising out of or related to any representation or warranty made in, or in connection with, this Agreement or as an inducement to enter
into this Agreement), shall be governed by the internal laws of the State of New York.


 


Section
6.12        Consent
to Jurisdiction and Service of Process.


 


(a)              
Each of the parties irrevocably and unconditionally agrees that any Action arising out of or relating to this Agreement and the
rights and obligations arising under this Agreement, or for recognition and enforcement of any judgment in respect of this Agreement and
the rights and obligations arising under this Agreement brought by another party or its successors or assigns, shall be brought and determined
exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject
matter jurisdiction over such Action, in the United States District Court for the District of Delaware. Each of the parties irrevocably
submits with regard to any Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction
of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the transactions contemplated
by this Agreement in any court other than the aforesaid courts. Each of the parties irrevocably and unconditionally waives, and agrees
not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (i) any claim
that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance
with this Section 6.12, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from
any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution
of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the Action
in such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement, or the subject matter
of this Agreement, may not be enforced in or by such courts. Each of the parties also agrees that any final, non-appealable judgment against
a party in connection with any Action shall be conclusive and binding on such party and that such award or judgment may be enforced in
any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment
shall be conclusive evidence of the fact and amount of such award or judgment.


 






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(b)              
Each of the parties consents to service being made through the notice procedures set forth in Section 6.2 and agrees that
service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the
respective addresses set forth in Section 6.2 shall be effective service of process for any Action in connection with this Agreement
or the transactions contemplated by this Agreement. Nothing in this Section 6.12 shall affect the right of any party to serve legal
process in any other manner permitted by law.


 


Section
6.13     WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT, AND THE OTHER PARTIES HERETO, HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


 


Section
6.14        Specific
Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed by them in accordance with the terms hereof or were otherwise breached and that each party hereto shall be entitled
to an injunction or injunctions to prevent breaches of the provisions hereof and to specific performance of the terms hereof, in addition
to any other remedy at law or equity, and the parties hereby waive any requirement for the posting of any bond or similar collateral
in connection herewith. In the event that any Action should be brought in equity to enforce any of the provisions of this Agreement,
no party will allege, and each party hereby waives the defense, that there is an adequate remedy under applicable Law or that an award
of specific performance is not an appropriate remedy for any reason at law or equity.


 


Section
6.15        Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


Section
6.16        Non-recourse.
This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related
to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are
expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party.
No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney
or other Representative of any party or of any Affiliate of any party, or any of their successors or permitted assigns, shall have any
liability for any obligations or liabilities of any party hereto under this Agreement or for any claim, action, suit or other legal proceeding
based on, in respect of or by reason of the transactions contemplated hereby.


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


 


	 	HUNT INVESTMENT MANAGEMENT, LLC




 


	 	By:	 /s/ James C. Hunt
	 	 	Name: James C. Hunt
	 	 	Title: Chief Executive Officer




 


[Signature Page to Termination Agreement] 


 






     


     


    

 








	 	MMA CAPITAL HOLDINGS, INC.




 


	 	By:	/s/ Gary A. Mentesana
	 	 	Name: Gary A. Mentesana
	 	 	Title: Chief Executive Officer




 


[Signature Page to Termination Agreement]