Exhibit 10.1


 


Execution Version


 


STOCKHOLDER
VOTING AND SUPPORT AGREEMENT


 


This
Stockholder Voting AND SUPPORT Agreement (this “Agreement”) is made and entered into as of January 11,
2018, by and among ZAIS GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), and each of the stockholders
listed on the signature page(s) hereto (collectively, “Covered Stockholders” and each individually, a “Covered
Stockholder”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to
them in the Merger Agreement (as defined below).


 


RECITALS


 


A.           As
of the date hereof, each Covered Stockholder is the record and beneficial owner of the number of shares of each class of capital
stock of the Company set forth opposite such Covered Stockholder’s name on Schedule A hereto (together with such additional
shares of capital stock that become beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934,
as amended) by such Covered Stockholder, whether upon the exercise of options, conversion of convertible securities or otherwise,
after the date hereof until the Expiration Date, the “Shares”).


 


B.           Concurrently
with the execution and delivery hereof, the Company, ZGH Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger
Sub”), and Z Acquisition LLC (“Parent”) are entering into an Agreement and Plan of Merger of even
date herewith (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”),
which provides for, among other things, the merger of Merger Sub with and into the Company, with the Company as the surviving corporation.


 


C.           As
a material inducement to the willingness of the Company and Merger Sub to enter into the Merger Agreement, the Company has required
that the Covered Stockholders enter into this Agreement.


 


NOW, THEREFORE, intending
to be legally bound, the parties hereby agree as follows:


 


1.          Certain
Definitions. For all purposes of and under this Agreement, the following terms shall have the following respective meanings:


 


“Constructive
Sale” means with respect to any security, a short sale with respect to such security, entering into or acquiring a derivative
contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security, or entering
into any other hedging or other derivative transaction that has the effect of either directly or indirectly materially changing
the economic benefits or risks of ownership of such security.


 


“Shares”
means (i) all shares of capital stock of the Company owned, beneficially or of record, by Covered Stockholder as of the date hereof,
and (ii) all additional shares of capital stock of the Company acquired by Covered Stockholder, beneficially or of record, during
the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as such term is defined
in Section 6 below).


 




     


     


    

 


“Transfer”
means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge, hypothecation,
or the grant, creation, or suffrage of a lien, security interest, or encumbrance in or upon, or the gift, grant, or placement in
trust, or the Constructive Sale or other disposition of such security (including transfers by testamentary or intestate succession,
by domestic relations order or other court order, or otherwise by operation of law) or any right, title, or interest therein (including
any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise),
or the record or beneficial ownership thereof, the offer to make such a sale, transfer, Constructive Sale, or other disposition,
and each agreement, arrangement, or understanding, whether or not in writing, to effect any of the foregoing.


 


2.          Voting
of Shares.


 


(a)          Provided
that no Adverse Company Recommendation shall have been made and remain in effect, prior to the Expiration Date, at every meeting
of the stockholders of the Company called, and at every adjournment or postponement thereof, and on every action or approval by
written consent of the stockholders of Company, Covered Stockholder (in Covered Stockholder’s capacity as such) shall appear
at the meeting or otherwise cause the Shares to be present thereat for purposes of establishing a quorum and vote the Shares, or
cause the Shares to be voted, (i) in favor of the adoption of the Merger Agreement and the approval of the Merger and the other
transactions contemplated thereby (collectively, the “Proposed Transaction”), (ii) in favor of any proposal
to adjourn a stockholders’ meeting to permit the solicitation of additional proxies in favor of approval of the Proposed
Transaction, and (iii) against any other action or agreement that is not recommended by the Company Board and that would reasonably
be expected to (A) result in the breach of any covenant, representation or warranty of the Company or Parent under the Merger Agreement,
(B) result in, or contribute to, any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled,
or (C) impede, frustrate, interfere with, delay, postpone or adversely affect the Proposed Transaction.


 


(b)          If
Covered Stockholder is the beneficial owner, but not the record holder, of the Shares, Covered Stockholder agrees to take all actions
necessary to cause the record holder and any nominees to vote all of the Shares in accordance with Section 2(a).


 


3.          Transfer
Restrictions. Prior to the Expiration Date, each Covered Stockholder shall not, directly or indirectly, (a) Transfer or
suffer a Transfer of any of the Shares, except for: (i) transfers by testamentary or intestate succession, in which case this
Agreement shall bind each transferee; (ii) transfers in connection with bona fide estate and tax planning purposes, including
transfers to relatives, trusts, and charitable organizations, subject to the transferee agreeing in writing to be bound by the
terms of this Agreement; (iii) with the prior written consent of the Company (which consent shall not be unreasonably withheld,
delayed or conditioned), Transfers to other Covered Stockholders; and (iv) such other transfers as the Company (acting upon a resolution
adopted by the Special Committee) may otherwise permit in its sole discretion, subject to any restrictions or conditions imposed
by the Company (acting upon a resolution adopted by the Special Committee) in its sole discretion, (b) deposit
any of the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares or grant any proxy
or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or
other arrangement or undertaking with respect to the Transfer of any Shares or (d) take any other action that would materially
restrict, limit or interfere with the performance of such Covered Stockholder’s obligations hereunder.


 




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4.          Additional
Covenants of the Covered Stockholders.


 


(a)          Further
Assurances. From time to time and without additional consideration, each Covered Stockholder shall (at such Covered Stockholder’s
sole cost and expense) execute and deliver, or cause to be executed and delivered, such additional instruments, and shall (at such
Covered Stockholder’s sole cost and expense) take such further actions, as the Company may reasonably request for the purpose
of carrying out and furthering the intent of this Agreement.


 


(b)          Waiver
of Appraisal Rights. Each Covered Stockholder hereby waives, to the full extent of the law, and agrees not to assert any appraisal
rights pursuant to Section 262 of the DGCL or otherwise in connection with the Merger with respect to any and all Shares held
by such Covered Stockholder of record or beneficially owned.


 


(c)          Cooperation
and Support. Each Covered Stockholder agrees to cooperate with the Company as the Company prepares the Schedule 13E-3 and
proxy statement (and any other required filings) to be filed with the Securities and Exchange Commission
(“SEC”) in connection with the transactions contemplated by the Merger Agreement, and will furnish the
Company the information relating to such Covered Stockholder required by the Exchange Act and the rules and regulations
promulgated thereunder to be set forth in the Company’s filings with the SEC, as well as any supplemental information
that may be requested by the SEC, and any information that may be required for any other regulatory filing in connection with
the transactions contemplated by the Merger Agreement. Each Covered Stockholder shall use its reasonable best efforts to
consummate or cause to be consummated the transactions contemplated by the SPA and the Investment Agreement. Without limiting
the foregoing, Parent shall, and Christian Zugel, as managing member of Parent, shall cause Parent to, make any Capital Calls
(as defined in Parent’s Second Amended and Restated Limited Liability Company Agreement, as amended, the “LLC
Agreement”) required to consummate the transactions contemplated by the SPA and the Investment Agreement, and each
Covered Stockholder who is a member of Parent shall, promptly upon receipt of notice of such Capital Call, comply with its
obligations in respect of such Capital Call as provided in the LLC Agreement. If such Covered Stockholder is an officer or
director of the Company, he or she will not take any action (or fail to take any required action), in such capacity or
otherwise, that would cause (i) the Company or Merger Sub to breach, or otherwise violate any of their respective
obligations under, the Merger Agreement or (ii) any of the conditions to consummation of the Transactions not to
be satisfied.


 


(d)          Certain
Actions. No Covered Stockholder shall seek to remove any member of the Special Committee, disband the Special Committee or
take any action that would limit the independence and authority of the Special Committee. Further, no Covered Stockholder shall
take any action that would be prohibited by Section 5.03 of the Merger Agreement if such Covered Stockholder were a Representative
of the Company, other than at a time that the Company (with the prior authorization of the Special Committee) has informed such
Covered Stockholder that the Company or its Representatives are permitted to take such actions pursuant to Section 5.03 of the
Merger Agreement.


 




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(e)          No
Further Agreements. No Covered Stockholder will enter into any new agreement, arrangement or understanding with any other holder
of Class A Common Stock, without the prior written consent of the Company (only pursuant to a resolution adopted by the Special
Committee).


 


(f)          No
Exercises of Holder Exchange Rights. If a Covered Stockholder is the holder of any Class A Units of ZGP, such Covered Stockholder
agrees that he, she or it will not exercise any Holder Exchange Rights.


 


5.          Representations
and Warranties of Covered Stockholder. Each Covered Stockholder hereby represents and warrants to the Company as follows:


 


(a)          (i)
Except as provided hereunder, and except as would not impair such Covered Stockholder’s ability to perform his, her or its
obligations under this Agreement, such Covered Stockholder is the beneficial or record owner of the Shares set forth opposite such
Covered Stockholder’s name on Schedule A hereto and has good and marketable title to such Shares free and clear of any and
all Liens; and (ii) such Covered Stockholder does not beneficially own any securities of the Company or hold any rights to
purchase shares of capital stock of the Company other than the shares of capital stock and rights to purchase or otherwise acquire
shares of capital stock of the Company set forth on the signature page of this Agreement.


 


(b)          As
of the date hereof and for so long as this Agreement remains in effect (including as of the date of the Company Stockholders’
Meeting, which, for purposes of this Agreement, includes any adjournment or postponement thereof), except as otherwise provided
in this Agreement, such Covered Stockholder has full power and authority to (i) make, enter into, and carry out the terms of this
Agreement; and (ii) vote all of the Shares in the manner set forth in this Agreement without the consent or approval of, or any
other action on the part of, any other person or entity (including any Governmental Entity). Such Covered Stockholder has not entered
into any arrangement or agreement with any Person limiting or affecting such Covered Stockholder’s legal power, authority,
or right to vote the Shares on any matter.


 


(c)          This
Agreement has been duly and validly executed and delivered by such Covered Stockholder and constitutes a valid and binding agreement
of such Covered Stockholder enforceable against such Covered Stockholder in accordance with its terms (except in all cases as such
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium,
or similar laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable
remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be
brought). The execution and delivery of this Agreement and the performance by such Covered Stockholder of the agreements and obligations
hereunder will not result in any breach or violation of or be in conflict with or constitute a default under any term of any contract
to or by which such Covered Stockholder is a party or bound, or any Law to which such Covered Stockholder (or the Shares or any
of such Covered Stockholder’s other assets) is subject or bound, except for any such breach, violation, conflict, or default
which, individually or in the aggregate, would not reasonably be expected to impair or adversely affect such Covered Stockholder’s
ability to perform promptly such Covered Stockholder’s obligations under this Agreement or render inaccurate any of the representations
made herein.


 




    	 	- 4 -	 



     


    

 


(d)          Such
Covered Stockholder has, or will have at the time of the Company Stockholders Meeting, the sole right to vote or direct the vote
of, or to dispose of or direct the disposition of, such Shares (it being understood, in the case of Covered Stockholders that are
trusts, that the trustees thereof have the right to cause such Covered Stockholders to take such actions), and none of the Shares
is subject to any Contract with respect to the voting of such Shares that would prevent or delay such Covered Stockholder’s
ability to perform its obligations hereunder. There are no agreements or arrangements of any kind, contingent or otherwise, obligating
such Covered Stockholder to Transfer, or cause to be Transferred, any of the Shares (other than a Transfer from one Covered Stockholder
to another Covered Stockholder), and no Person has any contractual or other right or obligation to purchase or otherwise acquire
any of such Shares.


 


(e)          The
Covered Stockholders together have, and together will have at the closing of the transactions contemplated by the SPA and the Investment
Agreement, sufficient immediately-available funds to consummate such transactions as so contemplated therein.


 


(f)          Such
Covered Stockholder understands and acknowledges that the Company and Merger Sub are entering into the Merger Agreement in reliance
upon such Covered Stockholder’s execution and delivery of this Agreement and the representations and warranties of such Covered
Stockholder contained herein.


 


6.          Termination.
This Agreement shall terminate and be of no further force or effect whatsoever as of the earlier of (a) such date and time as the
Merger Agreement shall have been validly terminated pursuant to the terms of Article VII thereof or (b) the Effective Time (the
“Expiration Date”); provided, that (i) Section 7 shall survive the Effective Time and (ii) the termination
of this Agreement shall not relieve a Covered Stockholder from any liability for any breach of any representation, warranty, or
covenant contained in this Agreement.


 


7.          Miscellaneous
Provisions.


 


(a)          Amendments.
No amendment of this Agreement shall be effective against the Company or a Covered Stockholder unless it shall be in writing and
signed by the Company (with the prior authorization of the Special Committee) and such Covered Stockholder.


 


(b)          Waivers.
No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, or any failure or delay on
the part of any party in the exercise of any right hereunder, shall be deemed to constitute a waiver by the party taking such action
of compliance with any representations, warranties, or covenants contained in this Agreement. The waiver by any party of a breach
of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other
provision hereunder. Any waiver by a party of any provision of this Agreement shall be valid only if set forth in a written instrument
signed on behalf of such party.


 




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(c)          Entire
Agreement. This Agreement constitutes the entire agreement between the parties to this Agreement and supersedes all other prior
agreements, arrangements, and understandings, both written and oral, between the parties with respect to the subject matter hereof.
The effectiveness of this Agreement shall be conditioned upon the execution and delivery of the Merger Agreement by the parties
thereto.


 


(d)          Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of
any laws or legal principles that might otherwise govern under applicable principles of conflicts of law thereof.


 


(e)          WAIVER
OF JURY TRIAL. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BETWEEN
THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


(f)          Attorneys’
Fees. In any action at law or suit in equity with respect to this Agreement or the rights of any of the parties, the prevailing
party in such action or suit shall be entitled to receive its reasonable attorneys’ fees and all other reasonable costs and
expenses incurred in such action or suit.


 


(g)          Assignment
and Successors. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties
and their respective successors and permitted assigns, including a Covered Stockholder’s estate and heirs upon the death
of such Covered Stockholder; provided that, except as otherwise specifically provided herein, neither this Agreement nor
any of the rights, interests, or obligations of the parties may be assigned or delegated by any of the parties without prior written
consent of the other parties except that the Company, without obtaining the consent of any other party, shall be entitled to assign
this Agreement or all or any of its rights hereunder. No assignment by the Company under this Section 7(g) shall relieve the Company
of its obligations under this Agreement. Any assignment in violation of the foregoing shall be void and of no effect.


 


(h)          No
Third-Party Rights. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than
the parties) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.


 


(i)          Further
Assurances. Each Covered Stockholder agrees to cooperate fully with the Company and, at such Covered Stockholder’s sole
cost and expense, to execute and deliver such further documents, certificates, agreements, and instruments and to take such other
actions as may be reasonably requested by the Company to evidence or reflect the transactions contemplated by this Agreement and
to carry out the intent and purpose of this Agreement. Each Covered Stockholder hereby agrees that the Company may publish and
disclose in the Company Proxy Statement and/or Schedule 13E-3 to be filed in connection with the Proposed Transaction (including
all documents and schedules filed with the SEC) such Covered Stockholder’s identity and ownership of Shares and the nature
of such Covered Stockholder’s commitments, arrangements, and understandings under this Agreement and may further file this
Agreement as an Exhibit to the Schedule 13E-3 or in any other filing made by the Company with the SEC relating to the Proposed
Transaction. Each Covered Stockholder agrees to notify the Company promptly of any additional shares of capital stock of the Company
of which Covered Stockholder becomes the record or beneficial owner after the date of this Agreement and such shares of capital
stock shall automatically become Shares for all purposes under this Agreement.


 




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(j)          Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions
of this Agreement will remain in full force and effect, and the parties shall use their reasonable best efforts to substitute a
valid, legal and enforceable provision which, insofar as practical, implements the purpose and intents of this Agreement. Any provision
of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held
invalid or unenforceable.


 


(k)          Time
of Essence. Time is of the essence with regard to all dates and time periods set forth or referred to in this Agreement.


 


(l)          Specific
Performance; Injunctive Relief. The parties agree that substantial irreparable damage would occur and would not be adequately
remedied by monetary damages in the event that any of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached or threatened to be breached. Accordingly, each of the parties shall be entitled to an
injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement without proof of actual damages or otherwise, this being in addition to any other remedy to which
such party is entitled at law or in equity. Each of the parties hereby further waives any requirement under any law to post bond
or other security as a prerequisite to obtaining or enforcing equitable relief. In addition, any third party participating with
a Covered Stockholder or receiving from a Covered Stockholder assistance in violation of this Agreement and of the rights of the
Company hereunder, and any such participation by such third party with a Covered Stockholder in activities in violation of such
Covered Stockholder’s agreement with the Company set forth in this Agreement may give rise to claims by the Company against
such third party and each Covered Stockholder acknowledges that such Covered Stockholder may be responsible for any associated
liabilities caused by such third party.


 


(m)          Notices.
All notices and other communications required or permitted to be given hereunder shall be sent to the party to whom it is to be
given and be either delivered personally against receipt, by email or other wire transmission, by registered or certified mail
(postage prepaid, return receipt requested) or deposited with an express courier (with confirmation) to the parties at the following
addresses (or at such other address for a party as shall be specified by like notice): (i) if to the Company, to the address
or e-mail address provided in the Merger Agreement, including to the persons designated therein to receive copies; and (ii) if
to a Covered Stockholder, to such Covered Stockholder’s address or e-mail address shown opposite Covered Stockholder’s
name on Schedule A hereof. In any action or proceeding between any of the parties arising out of or relating to this Agreement
or any of the transactions contemplated by this Agreement, each of the parties agrees that service of process upon such party in
any such action or proceeding shall be effective if notice is given in accordance with this Section 7(m).


 




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(n)          Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed
one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto
and delivered (by telecopy, electronic delivery or otherwise) to the other party hereto. Signatures to this Agreement transmitted
by facsimile transmission, by electronic mail in “portable document form” (“pdf”), or by any other
electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as
physical delivery of the paper document bearing the original signature.


 


(o)          Headings.
The headings contained in this Agreement are for the convenience of reference only, shall not be deemed to be a part of this Agreement,
and shall not be referred to in connection with the construction or interpretation of this Agreement.


 


(p)          Construction.
In this Agreement, unless a clear contrary intention appears, (i) “hereunder,” “hereof,” “hereto,”
and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other
provision; (ii) “including” (and with correlative meaning “include”) means including without limiting the
generality of any description preceding such term; (iii) “or” is used in the inclusive sense of “and/or”;
and (iv) with respect to the determination of any period of time, “from” means “from and including” and
“to” means “to but excluding.”


 


(q)          Legal
Representation. This Agreement was negotiated by the parties with the benefit of legal representation and any rule of construction
or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction
or interpretation thereof.


 


[Remainder of page
intentionally left blank]


 




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IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first above written.


 


	 	ZAIS GROUP HOLDINGS, INC.


 


	 	By:	/s/ Nisha Motani
	 	Name:	Nisha Motani
	 	Title:	Chief Financial Officer


 


	 	COVERED STOCKHOLDERS:
	 	 
	 	Z ACQUISITION LLC


 


	 	By:	/s/ Christian Zugel
	 	Name:	Christian Zugel
	 	Title:	Managing Member


 


	 	CHRISTIAN ZUGEL
	 	 
	 	/s/ Christian Zugel


 


	 	SONIA ZUGEL
	 	 
	 	/s/ Sonia Zugel


 


[Signature page to Stockholder Voting
and Support Agreement]


 




     


     


    

 


	 	ZUGEL FAMILY TRUST


 


	 	By:	Fiduciary Trust International of Delaware, Trustee
	 	 	 
	 	By:	/s/ Jean W. Mottel
	 	Name:	Jean W. Mottel
	 	Title:	Managing Director


 


	 	FAMILY TRUST U/A CHRISTIAN M. ZUGEL 2005 GRAT
	 	 
	 	By:


 


	 	By:	/s/ Jean W. Mottel
	 	Name:	Jean W. Mottel
	 	Title:	Managing Director


 


[Signature page to Stockholder Voting
and Support Agreement]


 




     


     


    

 


SCHEDULE A


 


Z Acquisition LLC:


 


	Class A Common
    Stock	 	Class B Common
    Stock	 	Class A Units	 	RSUs
	01	 	0	 	0	 	0
	Address for notices:	 	
        Two Bridge Avenue, Suite 322

        Red Bank, NJ 07701
	 	 	 	 
	 	 	 	 	 	 	 
	Email address:	 	[EMAIL ADDRESS REDACTED]	 	 	 	 


 


Christian Zugel:


 


	Class
    A Common Stock	 	Class
    B Common Stock	 	Class
    A Units	 	RSUs
	300,000	 	20,000,0002	 	3,325,000	 	0
	Address for notices:	 	Two
        Bridge Avenue, Suite 322

        Red
        Bank, NJ 07701
	 	 	 	 
	 	 	 	 	 	 	 
	Email address:	 	[EMAIL ADDRESS REDACTED]	 	 	 	 


 


Sonia Zugel:


 


	Class A Common
    Stock	 	Class B Common
    Stock	 	Class A Units	 	RSUs
	0	 	0	 	700,000	 	0
	Address for notices:	 	[ADDRESS REDACTED]	 	 	 	 
	 	 	 	 	 	 	 
	Email address:	 	[EMAIL ADDRESS REDACTED]	 	 	 	 





  


 






1 At the closing of the transactions
contemplated by the SPA, Parent will acquire 6.5 million Class A Shares in the Company and will have the right to vote those shares
as of such date.


 


2 Christian Zugel is the sole trustee of the Class
B Voting Trust and, in such capacity, has voting and investment power over the Class B Shares held therein.


 




    	 	A-1	 



     


    

 


Zugel Family Trust:


 


	Class A Common
    Stock	 	Class B Common
    Stock	 	Class A Units	 	RSUs
	74,997	 	0	 	525,000	 	0
	Address for notices:	 	[ADDRESS REDACTED]	 	 	 	 
	 	 	 	 	 	 	 
	Email address:	 	[EMAIL ADDRESS REDACTED]	 	 	 	 


 


Family Trust U/A Christian M. Zugel 2005 GRAT:


 


	Class A Common
    Stock	 	Class B Common
    Stock	 	Class A Units	 	RSUs
	112,497	 	0	 	1,050,000	 	0
	Address for notices:	 	[ADDRESS REDACTED]	 	 	 	 
	 	 	 	 	 	 	 
	Email address:	 	[EMAIL ADDRESS REDACTED]	 	 	 	 


 






    	 	A-2