Exhibit 10.12


 


Agreement
Regarding Share Acquisition and Retention


 


THIS AGREEMENT REGARDING
SHARE ACQUISITION AND RETENTION (this “Agreement”) is made of the 1st day of January, 2018, by and between
David C. Bjarnason (“Employee”) and MMA Capital Management Inc. (“Employer” or “Company”).


 


WHEREAS, Employer is
engaged in a transaction with Hunt Companies, Inc. and its Affiliates (“Hunt”) whereby management of the Company will
be transferred to Hunt and Employee’s Employment Agreement with Employer will be assumed by Hunt; and


 


WHEREAS, as part of
its evaluation of the transaction, the Board of Directors (“Board”) of the Company has determined that it would beneficial
to the Company for the Employee to acquire additional shares in the Company and to agree to maintain certain shareholdings; and


 


WHEREAS, Employee desires
for the transaction to proceed and has an economic interest in the success of the transaction and is therefore willing to agree
to the share acquisition and retention herein after set forth.


 


NOW, THEREFORE, in
consideration of the foregoing and the benefits to each party of the transaction, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1.            Share
Acquisition. Employee agrees to spend an amount equal to thirty percent (30%) of Employee’s 2017 bonus, payable in 2018,
to purchase shares of the Company on the open market. Employee may purchase such shares in open market transactions or through
a 10b5-1 Plan reasonably designed to acquire the required number of shares no later than December 31, 2018, subject to open trading
windows, the availability of shares on the open market and the Employee’s continued employment by the Employer or Hunt.


 


2.            Share
Retention.


 


(a)          Employee
agrees to retain 100% of (i) the shares currently owned by Employee, (ii) the shares acquired under Section 1, and (iii) the shares
into which options owned by Employee are convertible, in each case, through August 2, 2018, subject, however, to the following.
If Employee elects to exercise his options through a “cashless exercise”, Employee’s retained share requirement
shall be reduced by that number of option shares retained by the Company in order to enable the cashless purchase of the Employee’s
option shares and the withholding by the Company of the income taxes associated with such purchase.


 


(b)          After
August 2, 2018, Employee agrees not to sell that number of shares which would result in Employee’s total share ownership
having a market value at the time of sale less than three (3) times Employee’s base compensation. This Section 2(b) shall
not apply if Employee is no longer employed by either Employer or Hunt.


 




     


     


    

  


(c)          The
number of shares required to be retained at any given time under this Section 2 is herein referred to as the “Employee Retention
Requirement”.


 


(d)          Employee
shall be permitted solely for estate planning purposes to transfer shares otherwise required to be held under paragraphs (a) and
(b) to trusts and similar entities whose sole beneficiaries are Employee, Employee’s spouse, siblings, parents and lineal
descendants (“Estate Planning Vehicles”), subject, however, to such transferees agreeing in writing to continue to
meet the Employee Retention Requirement with respect to any shares transferred to them.


 


3.            Remedies.
The parties agree that Employer’s damages would be difficult to ascertain and that, given the Company’s historically
low trading volume, there could be disruption in the trading of the Company’s shares on the NASDAQ if Employee were to violate
the Employee Retention Requirement or the Disposition Limitation. Accordingly, Employee agrees that Employer may seek equitable
relief enjoining Employee or any Estate Planning Vehicle from selling shares in violation of the Employee Retention Requirement
or the Disposition Limitation and ordering Employee or any Estate Planning Vehicle to repurchase any shares sold in violation of
the Employee Retention Requirement. Employee agrees to reimburse Employer for all costs and expenses, including reasonable attorneys’
fees, incurred in connection with enforcing its remedies under this Section.


 


4.            Miscellaneous.


 


(a)          This
Agreement shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. Neither
party may assign its rights or obligations hereunder without the prior written consent of the other party. No person not a party
hereto shall have any rights hereunder, it being agreed that there shall be no third party beneficiaries.


 


(b)          This
Agreement may be amended only by a written amendment signed by the party against whom enforcement of such amendment is sought.


 


(c)          The
recitals to this Agreement are incorporated herein as a substantive part of this Agreement.


 


(d)          Each
party agrees to execute and deliver any other documents or instruments reasonably necessary to effectuate the purposes of this
Agreement.


 


(e)          This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together
shall constitute one and the same instrument. The parties agree that signature pages may be delivered by pdf or similar electronic
transmission with the same force and effect as delivery of an original.


 


(f)          This
Agreement constitutes the complete agreement of the parties as to the subject matter hereof and supersedes any other agreements
or understandings, oral or written.


 




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(g)          This
Agreement is severable so that if any provision shall be found invalid or unenforceable, the remainder of this Agreement shall
nonetheless be enforced so as to give maximum effect to the intent of the parties.


 


(h)          Any
and all notices, demands or other communications required or desired to be given hereunder shall be in writing and shall be deemed
to have been duly given or made (i) when delivered by hand, (ii) three business days after being deposited in the United States
mail, certified and postage prepaid, (iii) one business day following timely delivery to a nationally recognized overnight courier,
or (iv) in the case of facsimile, when sent and confirmed by machine-generated confirmation of transmission, addressed in each
case, as follows:


 


	 	If to Employer:	MMA Capital Management, LLC
	 	 	c/o Charlesmead Advisors, LLC
	 	 	800 North Charles St., Suite #201
	 	 	Baltimore, Maryland 21201
	 	 	Attn:  Francis X. Gallagher, Jr.
	 	 	Fax:  (410) 702-4280
	 	 	 
	 	with a copy to:	Gallagher Evelius & Jones LLP
	 	 	218 N. Charles Street, Suite 400
	 	 	Baltimore, Maryland 21201
	 	 	Attn:  Stephen A. Goldberg, Esquire
	 	 	Fax:  (410) 468-2786
	 	 	 
	 	If to Employee:	David C. Bjarnason
	 	 	3600 O'Donnell Street, Suite 600
	 	 	Baltimore, Maryland  21224
	 	 	Fax:  (443) 263-2992


 


(i)          This
Agreement was freely negotiated by the parties and shall not be construed against any party on the grounds that such party was
the drafter thereof.


 


(j)          This
Agreement shall be construed under the internal laws of the State of Maryland determined without reference to principles of conflicts
of law.


 


(k)          Time
is of the essence as to every covenant and agreement which is to be performed by a specified time or date.


 


(Signatures appear on following page)


 




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IN WITNESS WHEREOF,
and intending to be legally bound, the Parties have executed this Agreement as of the date herein first above written.


 


	 	EMPLOYER:
	 	 
	 	MMA CAPITAL MANAGEMENT, INC.
	 	 	 
	 	By:	/s/ Michael L Falcone
	 	 	Name:	Michael L. Falcone
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	EMPLOYEE:
	 	 	 
	 	/s/ David Bjarnason
	 	David C. Bjarnason


 




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