I. GOVERNANCE OF THE CONVERSION OF MMA CAPITAL MANAGEMENT, LLC FROM A

DELAWARE LIMITED LIABILITY COMPANY TO A DELAWARE CORPORATION

BackgroundBOARD OF DIRECTORS MATTERS

Board Composition

Our Board currently consists of eight members, five of whom have been elected by the Company’s shareholders. Of the remaining directors, two, Cecil Flamer and James C. Hunt, are being considered for election at the annual meeting, and Suzanne Kucera will be considered for election at the 2021 annual meeting. Mr. Hunt was elected by the Board in June 2018 and Mr. Flamer and Ms. Kucera were elected by the Board in January 2020.

Corporate Governance Guidelines

We were organizedhave Corporate Governance Guidelines (“Guidelines”), which are available on our website at www.mmacapitalholdings.com under “Leadership – Governance,” then “Corporate Governance Guidelines.”  These Guidelines contain general principles regarding the function of our Board and Board committees.  The Guidelines are reviewed on an annual basis by the Governance Committee of the Board, which submits to the Board for approval any changes deemed desirable or necessary.

Independence of Directors

Our Guidelines require that a majority of the Board be comprised of independent directors.  The listing rules of the Nasdaq Stock Market (“Nasdaq”) for director independence are incorporated in 1996 asour Guidelines, which are used by the Board in making independence determinations.  For a limited liability companydirector to be considered independent under the Nasdaq listing rules, the Board must affirmatively determine that the director has no relationship with “pass-through” taxation. Pass-through taxation means that our income was passed through to our shareholders for federal income tax purposes such that our shareholders, and not the Company paid taxes on our income.

We were organized this way because our original business wasthat would interfere with the origination, purchase and holdingexercise of tax-exempt mortgage revenue bonds forindependent judgment in carrying out the purpose of financing affordable housing. Because the bonds generated tax-exempt income, and we wanted our shareholders to have the benefit of that tax-exempt income, we chose to be organized as a “pass-through” entity for federal income tax purposes. This enabled us to pay a dividend to our shareholders which was tax-exempt for federal income tax purposes. Limited liability companies are eligible for “pass-through” taxation, but publicly-held corporations are not, so we therefore chose to be a limited liability company.

This business model worked well for us until the Great Recession, at which time we were forced to eliminate our dividend and sell off many of our assets and businesses. The sales of these assets and businesses resulted in the Company having significant net operating losses in its corporate subsidiaries. As we recovered, we began to realize taxable income. Because we were still a “pass-through” entity, but were not paying a dividend, there was a risk our income would be passed through to our shareholders and that our shareholders would have to pay the taxes on that income without having the benefitresponsibilities of a dividend.director.  In order to avoid passing through taxable income to our shareholders and to most efficiently use our net operating losses to offset our taxable income, we determined in 2013 to convert to a corporation for federal income tax purposes. This conversion was effected by an election with the Internal Revenue Service and applies only to our federal income tax attributes. It had no effect on our form of organization, which remained a Delaware limited liability company.

As our Board has searched for ways to improve shareholder value and increase our share price, we noted that there were certain institutional investors that could not buy shares in a limited liability company and that there were certain indices, in particular the Russell indices, that could not include limited liability companies. After studying the matter,assessing director independence, the Board concluded that if we were to convert our form of organization from a limited liability company to a corporation, we would be eligible for inclusion in certain indices, including, in particular, the Russell 2000 index, and our shares would be eligible for purchase by certain institutional investors who could not purchase our shares so long as we remained a limited liability company. In addition, if our shares were included in an index, certain mutual funds and exchange traded funds might be required to buy our shares as a result of their obligation to mimic the index. We concluded that being a corporation might therefore increase our market exposure, our investor base, our trading volume, and ultimately our share price.

We further concluded that such a change wouldindependent directors have no significant impact on our governance, operations, or the rights of our shareholders. We reached this conclusion because, ever since our formation as a limited liability company, we have nonetheless, always operated with a corporate style of governance. Specifically, we are managed by a board of directors organized and elected, and having the same powers as, the board of a corporation. Although the ownersconflict that might discourage critical review of the equity interests in a limited liability company are technically members, we have since inception treated our members as common shareholdersCompany’s management and our membership interests as common shares. Our common shares have similar attributes and trade in a similar fashion to the common sharesoperations. As of corporations. In our view, except that we are governed by the Delaware Limited Liability Company Act (the “LLC Act”) instead of the Delaware General Corporation Law (the “DGCL”), we have been, for all intents and purposes, operating as a corporation.

Accordingly, we view the proposed conversion as substantially non-substantive. We propose to maintain all of our corporate governance attributes including the composition, election and operation of our board of directors and the voting rights of our shareholders. If the conversion is approved,this filing, the Board will adopt a Certificate of Incorporationhas determined that the following directors are independent: Cecil Flamer, Francis Gallagher, Jr., J.P. Grant III, Suzanne Kucera and Bylaws, which will replace our Limited Liability Company Operating Agreement. The proposed Certificate of Incorporation and Bylaws are attached as Appendix I to this proxy statement and are intended, except as noted, to be substantially identical to our Limited Liability Company Operating Agreement. Under the LLC Act and our Limited Liability Company Operating Agreement, appraisal rights are not available to our shareholders with respect to this proposal.

Below we present a summary of the proposed Certificate of Incorporation and Bylaws to be adopted by the Board if the conversion is approved, and we explain those provisions which differ from our Limited Liability Company Operating Agreement, nearly all of which are due to differences between the LLC Act and the DGCL.Frederick Puddester.

Summary of our Proposed Certificate of Incorporation and BylawsBoard Leadership Structure

General

Because we propose to convert to a Delaware corporation, and we are currently a Delaware limited liability company, our state of organization will not change. As part of this transaction, we are changing our name to MMA Capital Holdings, Inc. to reflect the fact that we are now externally managed and that we hold our investments, but our external manager originates or otherwise procures those investments for us.

The Company continues to be organized for the purposes of investingOur Board’s role in or engaging in activities related to investments in bonds and real estate assets including investing in entities which invest in bonds and real estate assets pursuant to investment criteria established by the Board from time to time. The Company also continues to have among its purposes the right to invest in any other type of investment and to engage in any lawful act for which corporations may be organized under the law.

The Company will have all powers available to corporations under the law, including all the powers that the Company had as a limited liability company. Our Certificate of Incorporation and our Bylaws will govern our operations.

While we may make any investment as a matter of our legal purposes and powers under our proposed Certificate of Incorporation, our Board will continue to decide what those investments will be. As we have announced in our most recent quarterly filings, our present intent is to invest in debt associated with real estate and infrastructure, and to focus on investments with attractive risk adjusted returns that generate positive environmental or social impacts.

Our Shares

The Company will continue to be authorized to issue common shares, and if the proposal is approved, all of our existing common shares will be converted on a 1 for 1 basis to shares of common stock of the corporation. All of the voting and economic attributes of our common shares will remain the same. Shareholders are referred to as stockholders under the DGCL.

The LLC Act does not require our Limited Liability Company Operating Agreement to set a maximum number of shares that may be issued, but the DGCL requires that a Certificate of Incorporation set a limit on the number of authorized shares a corporation may issue. Accordingly, our proposed Certificate of Incorporation sets 50 million as the total number of shares of common stock that we may issue and 5 million as the total number of shares of preferred stock that we may issue. We currently have[XX million] common shares and no preferred shares outstanding. This requirement of stating a number of authorized shares will result in an annual Delaware franchise tax of approximately $200,000, initially. We have selected these numbers to accommodate our Rights Plan (discussed below under “NOL Rights Plan”) and to avoid the need to amend our Certificate of Incorporation if we decide to issue additional shares in the future.

Subject to applicable SEC requirements and the requirements of any exchange upon which our shares may be listed from time to time, our Board will continue to have the authority to issue the authorized classes of stock in such series as the Board may decide. The Board will also continue to have the authority to set the voting powers, economic rights, and other attributes of such classes and series of stock to the fullest extent permitted by law, including the right of the holders thereof to elect one or more directors. Unless specifically required by the DGCL or our Certificate of Incorporation, no stockholder consent will be necessary in connection with such actions unless the stock to be issued would cause the Company to exceed the number of authorized shares of such class of stock. Increases in the maximum number of shares beyond the authorized amounts will require stockholder approval. Our shares of common stock will continue to have no stated par value, no pre-emptive rights, no conversion rights and no cumulative voting rights.

The Board will continue to have the power to effect a stock split or reverse stock split for any series or class without the consent of the stockholders unless otherwise required by the DGCL, subject to the available number of authorized shares.

The Board will continue to have the power to obtain additional capital both by the sale of shares of stock for cash or property, subject to the limitations on the number of authorized shares and the listing rules of the NASDAQ Stock Market, and by obtaining loans.

The Board will continue to have the right to determine whether or not to pay a dividend to stockholders and in what amount.

If the Company is dissolvedto provide general oversight of strategy and liquidated, stockholders will receive a distributionoperations. Our Board leadership structure currently separates the roles of all funds remaining in the Company after payment of all expensesChairman and liabilitiesChief Executive Officer (“CEO”).  The Board has an independent chair, Mr. Gallagher, who has authority, among other things, to call and preside over Board meetings, including meetings of the Company. The distribution will be paidindependent directors, to stockholders pro rata in accordance with their shareholdings. A consolidation or merger of the Company into another entity or a sale or exchange of all of the assets of the Company in consideration for the issuance of equity securities of the other company will not be deemed a liquidation or dissolution of the Company. These provisions are the same as under our Limited Liability Company Operating Agreement.

Stockholders will continueset meeting agendas and to determine materials to be treated solely as stockholders in their capacity as such and not as creditors.

Stockholders will continuedistributed to have limited liability in accordance with the DGCL.

Stockholder Voting Rights

As is the case under our Limited Liability Company Operating Agreement,Board. Accordingly, the Board will continueChair has substantial ability to make all decisions on behalf ofshape the Company, and the stockholders will have only the voting rights provided by the DGCL and as set forth in the Certificate of Incorporation and Bylaws.

The stockholders will have the following voting rights under the DGCL, which are the same as their voting rights under the Limited Liability Company Operating Agreement, except as noted below.

Each of the following must be approved by 50% in interest of the total then issued and outstanding shares of stock voting as one class:

The voting rights of the stockholders will differ from our Limited Liability Company Operating Agreement in that neither our Certificate of Incorporation nor our Bylaws will require a stockholder vote for the adoption of any incentive share plan by which shares of common stock, restricted stock or deferred stock are issued to any officer, director, employee or other person specified in the plan. Our Limited Liability Company Agreement requires shareholder approval for adoption of these plans. However, a stockholder vote will still be required under applicable NASDAQ rules for equity compensation, including options. Approval for equity compensation will require the affirmative vote of more than 50% in interest of the common shares which are present and entitled to vote at a meeting at which a quorum is present, voting as one class, rather than a majority of the total issued and outstanding shares as under the Limited Liability Company Operating Agreement.

In addition, stockholders will have the right to vote on the following, which must be approved by a vote of more than 50% in interest of the common shares which are voted at a meeting at which a quorum of common shares is present. A quorum will consist of more than 50% of the then issued and outstanding common shares: 

Under our Limited Liability Company Operating Agreement, the shareholders’ right to vote on a particular matter arises only after such matter is first approved by the Board, except with regard to the removal of a director and the election of a replacement, the amendment of the Limited Liability Company Operating Agreement, and any matter provided for in a share plan or share incentive plan. The Certificate of Incorporation and Bylaws will not contain this requirement. However, the DGCL requires that certain matters first be approved by the Board.

Unlike the Company’s Limited Liability Company Operating Agreement, under the Certificate of Incorporation, the Company’s stockholders will not be able to take action by written consent.

General Powers of Directors

Under the Company’s Limited Liability Company Operating Agreement, the directors have, and upon conversion, they will continue to have the general power to manage the Company and exercise all powers of the Company to the same extent as is typical for all Delaware corporations. The Board will continue to approve matters by a majority of the directors present at a meeting at which a quorum is present and may also approve matters by unanimous written consent.

The Company will continue to be authorized to engage in transactions with directors, officers and affiliates or entities in which they have a financial interest, even if the interested party participates in the meeting at which the transaction is authorized or votes thereon, if (a) all material facts are disclosed to the Board and the matter receives the affirmative vote of a majority of the disinterested directors, (b) the material facts are disclosed to the stockholders and the stockholders approve the transaction by more than 50% in interest of the shares of common stock which are present and entitled to vote at a meeting at which a quorum is present, voting as one class, or (c) the contract or transaction is fair to the Company. Interested directors may be counted in determining the presence of a quorum.

The number of seats constituting the entire board of directors will be at least 5 and no more than 15 with the exact number being determined by the Board from time to time. A majority of the directors must not be employed by the Company or any of its affiliates. Directors hold office until their successors are duly elected and qualified or until their earlier death, resignation or removal. A director is not required to be a stockholder or a resident of the State of Delaware. These provisions are the same as under our Limited Liability Company Operating Agreement.

Under the Certificate of Incorporation, the Board may authorize the holders of any class or series of stock or a person holding such number of shares as the Board may approve, to elect or to nominate for election one or more directors or candidates for director and may hold Board seats available for such directors. The LLC Act and our Limited Liability Company Operating Agreement currently allow our Board to exercise comparable powers.

The Board will continue to be divided into three classes, as nearly equal in numbers as reasonably possible, with each class having a three (3) year term. Consistent with the DGCL for boards with staggered classes, directors will be subject to removal only for cause by stockholders holding in excess of 50% in interest of the total then issued and outstanding shares voting as one class, or in the case of directors subject to nomination or election by specified stockholders or classes of stock, by such holders. Our Limited Liability Company Operating Agreement is silent as to whether removal could be accomplished with or without cause.

Under the proposed Certificate of Incorporation, the Board will be authorized to adopt, amend and repeal Bylaws for the Company. If the conversion is approved, the Board will adopt Bylaws in the form attached as Appendix I to this proxy statement, which are substantially identical to our current bylaws, with variations consistent with this description and the DGCL. The Bylaws may be amended by a majoritywork of the Board.  The stockholders will also have the power to amend the Bylaws by a vote of at least 66-2/3Company believes that separation of the voting powerpositions of Board Chair and Chief Executive Officer reinforces the independence of the then outstanding sharesBoard in its oversight of common stockthe business and affairs of the Company. UnderIn addition, the Company believes that having an independent Board Chair creates an environment that is more conducive to objective evaluation and oversight of our Limited Liability Company Operating Agreement our board of directors may adopt, amend or repeal our Bylaws, but our shareholders do not have such a right.

ExculpationExternal Manager’s performance, increasing accountability and Indemnification

Toimproving the fullest extent permitted by the DGCL, a directorability of the Company will not be personally liableBoard to monitor whether the Company or to its stockholders for monetary damages for any breach of fiduciary duty as a director.

The Company will indemnify, advance expenses, and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any covered person who was or is made or is threatened to be made a party or is otherwise involvedExternal Manager’s actions are in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or other entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by the covered person. In order to be indemnified, a covered person must have acted in good faith and in a manner the covered person reasonably believed to be in or not opposed to the best interests of the Company and its shareholders.  As a result, the Company believes that having an independent Board Chair can enhance the effectiveness of the Board as a whole. 

Role of the Board in Risk Oversight

One of the Board’s key functions is informed oversight of the Company’s risk management process.  The Board administers this oversight function directly through the Board as a whole. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company.  Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.  The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function.  Our Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct.  Our Compensation Committee monitors the compensation of our named executive officers to the extent reimbursable by the Company and the compensation of the Board. Typically, the entire Board monitors our risks as a Company through a comprehensive risk matrix which is updated by management and reviewed by the Board throughout the year.  The matrix details our significant operating, accounting, financial, legal and regulatory risks and assigns a probability and severity analysis to each risk.  Significant changes are highlighted and discussed at Board meetings throughout the year.  The Board has delegated to the Board’s lead independent director, Mr. Gallagher, the responsibility of coordinating between the Board and management with regard to the determination and implementation of responses to any problematic risk management issues.

The foregoing discussion is qualified by reference to the Risk Factors section of our Annual Report on Form 10-K.

Qualification for Board Membership

The Board has the responsibility for nominating candidates for election to the Board and for filling vacancies on the Board as they arise, while the Governance Committee is responsible for identifying and recommending qualified individuals to serve as members of the Board.  The Guidelines and the Governance Committee’s charter require the Board and the Governance Committee to establish criteria for selecting new directors, which reflects at a minimum a candidate’s strength of character, judgment, business experience and specific areas of expertise, in addition to factors relating to the composition of the Board, including its size and structure, and principles of diversity, including gender, age, skills, knowledge and other factors needed to maintain a balance of knowledge, experience and capability on the Board. Further, no director of the Company may serve on the boards of more than three other publicly traded companies in addition to serving on our Board.  No director that is also an employee of the External Manager may serve on the board of more than one publicly traded company in addition to serving on our Board.  Currently, all directors are in compliance with these requirements and expectations.

Shareholder Recommendations of Potential Director Candidates

The Governance Committee will consider director candidates recommended by shareholders.  The Governance Committee applies the same standards in evaluating candidates submitted by shareholders as it does in evaluating candidates submitted by other sources.  Shareholders who wish to submit names to be considered by the Governance Committee for nomination for election to the Board must send written notice to the Secretary of the Company at least 60 days but no more than 90 days prior to the anniversary of the date of the immediately preceding annual meeting of shareholders, provided, that if the date of the annual meeting of shareholders is advanced by more than 30 days or delayed by more than 60 days from the anniversary date, the notice must be delivered not earlier than the 90th day before the annual meeting and not later than the later of the 60th day prior to the annual meeting or the tenth day following the first public announcement of the annual meeting date.   The notice should set forth the required information that is specified in our bylaws. Suggestions regarding potential director candidates, together with the supporting information concerning the potential candidate’s qualifications, should be submitted in writing to:

Governance Committee

MMA Capital Holdings, Inc.

c/o Corporate Secretary

3600 O’Donnell Street, Suite 600

Baltimore, Maryland 21224

Code of Ethics and Principles of Business Integrity

We have a Code of Ethics and Principles of Business Integrity that is applicable to all of our directors and employees of our External Manager who act on our behalf, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. The Code of Ethics and Principles of Business Integrity is available on our website, www.mmacapitalholdings.com, and in print without charge, upon the request of any shareholder, by mail to our Corporate Secretary, MMA Capital Holdings, Inc., at our headquarters. In the event of any amendment to, or waiver of, a provision of the Code of Ethics and Principles of Business Integrity, we will promptly post the date and nature of such amendment or waiver, as well as related information, on our website.

Executive Sessions

Pursuant to our Guidelines, the independent directors of the Board meet in regularly scheduled sessions without the presence of management.  The executive sessions have been chaired by Mr. Gallagher.

Communications with the Board of Directors

Shareholders and other interested parties may communicate with one or more members of our Board by writing to the Board, or a specific director at:

Board of Directors (or specific director)

MMA Capital Holdings, Inc.

c/o Corporate Secretary

3600 O’Donnell Street, Suite 600

Baltimore, Maryland 21224

Available Information

Our website address is www.mmacapitalholdings.com.  We make available free of charge through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), including exhibits to those reports, as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the SEC.  Our Guidelines, Code of Ethics and Principles of Business Integrity and the charters of our Audit Committee, Compensation Committee and Governance Committee are also posted on our website.

Information Regarding Committees of the Board of Directors

The Board has three committees:an Audit Committee, a Compensation Committee and a Governance Committee.  The following table provides current membership for each of the Board committees, as well as meeting information for fiscal year 2019:

*Committee Chairperson; Mr. Puddester assumed the chairmanship position of the Audit Committee on July 29, 2019.

#Mr. Bloom retired on July 29, 2019

Below is a description of each of the Board’s committees. 

Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.  The Board has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding independence and each member is free of any relationship that would impair his or her individual exercise of independent judgment with respect to any criminal claimtheir duties as a director or proceeding, must have had no reasonable cause to believe the covered person’s conduct was unlawful. Except for claims byas a covered person for indemnification (following the final dispositionmember of a proceeding) or advancement of expenses not paid in full, the Company will be required to indemnify a covered person in connection with a proceeding commenced by the covered person only if the commencementany of the proceeding by the covered person was authorized in the specific case by the board of directorscommittees of the Company.Board.

Audit Committee.  The exculpation and indemnification provisionsAudit Committee of the Certificate of Incorporation are somewhat less favorable to the officers and directors and more favorable to the Company than the indemnification and exculpation provisions of the Company’s Limited Liability Company Operating Agreement. TheBoard has primary differences are that under our Limited Liability Company Operating Agreement (a) the only exception to our obligation to indemnify our officers and directors is in the case of their fraudulent or illegal conduct, (b) advice of counsel is evidence of good faith and lack of fraudulent conduct, and (c) neither the directors nor the stockholders have the right to determine whether an action is indemnifiable.

Dissolution

Unless otherwise required by law, the Company may be dissolved only upon the vote of more than 50% in interest of the shares outstanding voting as a single class. This is consistent with our Limited Liability Company Operating Agreement.

Forum Selection

Under the proposed Certificate of Incorporation, the Delaware Court of Chancery and the federal district court for the District of Delaware will be the sole locations for litigating specified mattersoversight responsibility relating to Delaware law. Although our Limited Liability Company Operating Agreement is governed by Delaware law, it does not contain a forum selection provision.

Amendments

The Certificate of Incorporation may be amended by the vote of more than 50% of the voting power of the then outstanding shares of common stock of the Company and more than 50% of the outstanding shares of any class entitled to vote on the amendment. A vote of at least 80% of the then outstanding shares of capital stock of the Company will be required to amend the provisions related to stockholder written consents, voting rights of control stockholders and amendment of the Certificate of Incorporation and Bylaws. These amendment provisions are generally consistent with our Limited Liability Company Operating Agreement.

Certain Limitations on Changes in Control, Business Combinations and Voting Rights

The Certificate of Incorporation continues certain limitations in the Company’s Limited Liability Company Operating Agreement designed to inhibit or limit changes in control, ownership or voting control of the Company, sometimes known as “poison pill” provisions. The Certificate of Incorporation adopts these provisions as nearly as permitted by the DGCL.to: 

In so doing, it is the responsibility of the DGCL as it existed when we were originally formed becauseAudit Committee to maintain free and open communication between the LLC Act had no comparable provision.Audit Committee, our independent registered public accounting firm, the internal auditors and our External Manager, and to resolve any disagreements between the External Manager and the independent registered public accounting firm regarding financial reporting.  The Audit Committee also performs other duties and responsibilities set forth in a written charter approved by the Board.  The charter of the Audit Committee is available on the Company’s website at www.mmacapitalholdings.com under “Leadership – Governance,” then “Audit Committee Charter.”

InMembership on the CertificateAudit Committee consists of Incorporation, we propose to be governed Section 203Messrs. Puddester, Flamer, Gallagher and Grant, as well as Ms. Kucera.  Mr. Bloom served as Chairman of the DGCL rather than maintain our existing provision. We have done so because Section 203 substantially accomplishesCommittee until his retirement on July 29, 2019, at which time Mr. Puddester assumed the intentchairmanship of our existing provision, and while it is clear a corporation may opt out of Section 203, it is not clear that a corporation may replace Section 203 with differing, and more stringent, provisions.the committee.  The Audit Committee held four meetings during 2019. 

Under Section 203,The Board and the CompanyGovernance Committee have determined that all members of the Audit Committee satisfy the independence requirements of Nasdaq’s listing rules and our Guidelines.  No member of the Audit Committee is permitted to serve on the Audit Committee of more than three public companies, including our Company.  Currently, no member of the Audit Committee serves on the audit committee of any other public company. 

The Board has determined that each Mr. Puddester and Ms. Kucera qualify as an “audit committee financial expert” under SEC rules.  In accordance with the SEC's safe harbor relating to audit committee financial experts, a person designated as an audit committee financial expert will not engagebe deemed an “expert'” for purposes of the federal securities laws.  In addition, such designation does not impose on such person any duties, obligations or liabilities that are greater than those imposed on such person as a member of the Audit Committee and Board in the absence of such designation, and does not affect the duties, obligations or liabilities of any business combination with an interested stockholder for a periodother member of three (3) years after the time that such stockholder became an interested stockholder unless (a)Audit Committee or Board.

Compensation Committee.  The Compensation Committee of the Board approved eitherhas the business combination or the transaction by which the stockholder became an interested stockholder, (b) upon consummationfollowing principal duties and responsibilities:

These duties and responsibilities are set forth in a written charter of the transactionCompensation Committee which resulted in the stockholder becoming an interested stockholder, such stockholder owned at least 85% of the Company’s voting stock outstanding at the time the transaction commenced, or (c) at or after the time the stockholder became an interested stockholder the business combination washas been approved by the Board and is available on our website at www.mmacapitalholdings.com under “Leadership – Governance,” then “Compensation Committee Charter.” Pursuant to the charter, the Compensation Committee has the authority to delegate certain of its responsibilities to a subcommittee.

The Compensation Committee has the authority to administer our equity plans, if any, for the Chief Executive Officer and other executive officers.  The Compensation Committee is responsible for all determinations with respect

to participation, the form, amount and timing of any awards to be granted to any such participants, and the payment of any such awards.   

Compensation Committee Interlocks and Insider Participation

Membership on the Compensation Committee consists of Messrs. Puddester, Flamer, Gallagher and Grant, as well as Ms. Kucera.  Mr. Puddester served as Chairman for the entire year and Mr. Bloom was on the committee until his retirement on July 29, 2019.  All members of the Compensation Committee qualify as independent directors under our Guidelines and the Nasdaq listing rules and as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.  The Compensation Committee held five meetings during 2019.

During 2019, no member of the Compensation Committee was an officer, employee or former officer or employee of ours, or any of our subsidiaries, or had a relationship that would be considered a Compensation Committee interlock that would require disclosure in this proxy statement pursuant to SEC regulations.  None of our named executive officers served as a member of a compensation committee or a director of another entity under the circumstances requiring disclosure in this proxy under SEC regulations.

Governance Committee.  The Governance Committee of the Board is responsible for:

The Governance Committee is also responsible for performing other duties and responsibilities set forth in a written charter approved by the Board.  The charter of the Governance Committee is available on our website at www.mmacapitalholdings.com under “Leadership – Governance,” in “Governance Committee Charter.” 

Membership on the Governance Committee consists of Messrs. Grant, Flamer, Gallagher and Puddester, as well as Ms. Kucera. Mr. Grant served as Chairman for the entire year and Mr. Bloom was on the committee until his retirement on July 29, 2019.  The Governance Committee held five meetings during 2019.  All members of the Governance Committee qualify as independent directors under our Guidelines and Nasdaq listing rules. 

Director Attendance at Meetings

During fiscal year 2019, there were five regular meetings of the Board (quarterly and an additional meeting in the first quarter).  Also, the Board held five special meetings which were conducted as either formal meetings, executive sessions or independent directors’ meetings.  Each Director attended at least two-thirds75% of the outstanding voting stocktotal number of combined meetings of the Board and the Board committees on which he or she served.  We do not ownedhave a policy that requires director attendance at the annual meeting.  Three members of the Board were present at the 2019 annual meeting.

RELATED PARTY AND AFFILIATE TRANSACTIONS

In accordance with Company policy the Audit Committee has the responsibility to review any transactions between the Company and related persons, including the Company’s directors and executive officers and their respective immediate family members.  Any proposed transaction with a related partymust be approved by a majority of the disinterested, independent members of the Audit Committee.  If the counterparty is related to a member of the Audit Committee that member will recuse themselves from the vote.

Since January 1, 2017 there have been no material related party relationships or transactions to report, other than our relationship with Hunt Companies Inc. and its affiliates (individually and collectively “Hunt”) as described below.

Relationship to Hunt

On January 8, 2018, the Company entered into a series of material definitive agreements with affiliates of the Hunt, in which the Company sold certain business lines and assets (the “Disposition”) to Hunt and entered into the Management Agreement with Hunt.  In connection with the Disposition all employees of the Company were hired by Hunt.  In consideration for the external management services, the Company agreed to pay base and incentive management fees as described below under “External Management Fees and Expense Reimbursement.”  Details of the management agreement (“Management Agreement”) were previously disclosed in the Current Report filed on Form 8-K by the interested stockholder. An interested stockholder is one who owns 15% or moreCompany on January 9, 2018.

In addition, the terms of the outstanding voting stockagreements with Hunt granted Hunt the right to nominate a person to our Board. Hunt proposed James C. Hunt, its Chief Executive Officer, as its nominee. On January 24, 2018, the Company completed its board nominee vetting process and Mr. Hunt was granted non-voting observer status on our Board until Hunt completed its second share purchase as contemplated by such agreements. On June 26, 2018, Hunt completed its second share purchase and Mr. Hunt was elected to the Board as a Class II director. Mr. Hunt, due to his relationship with our External Manager, is not considered an independent director by the Board and is not eligible for compensation under the 2012 Non-Employee Directors’ Compensation Plan.

The independent members of the Board, through the Audit Committee, will maintain oversight responsibility for transactions by and between the Company and affiliates of Hunt, including investment opportunities governed by our investment guidelines and Hunt’s allocation policy.

Transactions with Hunt

External Management Fees and Expense Reimbursements

In consideration for the management services being provided by the External Manager, the Company pays the External Manager a base management fee, which is payable quarterly in arrears in an amount equal to (i) 0.50% of the Company’s first $500 million of common shareholders’ equity determined in accordance with GAAP in the U.S. on a fully diluted basis, adjusted to exclude the effect of (a) the carrying value of the Company’s DTAs, and (b) any gains or losses attributable to noncontrolling interests (“GAAP Common Shareholders’ Equity”); and (ii) 0.25% of the Company’s GAAP Common Shareholders’ Equity in excess of $500 million. Additionally, the Company agreed to pay the External Manager an incentive fee equal to 20% of the total annual return of diluted common shareholders’ equity per share in excess of 7%, which excludes the effects of the Company’s DTAs. The Company also agreed to reimburse the External Manager for certain allocable overhead costs including an allocable share of the costs of (i) noninvestment personnel of the External Manager and an affiliate thereof who spend all or a portion of their time managing the Company’s operations and reporting as a public company (based on their time spent on these matters) and (ii) the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) based on the percentage of their time spent managing the Company. Reimbursement of compensation-related expenses is, however, subject to an

annual cap of $2.5 million through 2019 and $3.5 million thereafter, until the Company’s GAAP common shareholders’ equity exceeds $500 million.

The current term of the Management Agreement extends to December 31, 2022 and automatically renews thereafter for additional two-year terms. Either the Company or the External Manager may, upon written notice, decline to renew or terminate the Management Agreement without cause, effective at the end of the initial term or any renewal term. If the Company declines to renew or terminates the Management Agreement without cause or the External Manager terminates for cause, the Company is required to pay a termination fee to the External Manager equal to three times the sum of the average annual base and incentive management fees, plus one times the sum of the average renewable energy business expense reimbursements and the employee cost reimbursement expense, in each case, during the prior two-year period. The Company may also terminate the Management Agreement for cause. No termination fee is payable upon a termination by the Company for cause or upon a termination by the External Manager without cause.

For the years ended December 31, 2019 and December 31, 2018, no incentive fee was earned by our External Manager. During the years ended December 31, 2019 and December 31, 2018, the Company recognized $7.2 million and $6.9 million, respectively, of management fees and expense reimbursements payable to our External Manager in its Consolidated Statements of Operations. At December 31, 2019 and December 31, 2018, $1.2 million and $1.1 million, respectively, of management fees and expense reimbursements was payable to the External Manager.

Loans HFI and Investment in Partnerships

As consideration for the Disposition, Hunt agreed to pay the Company $57.0 million and to assume certain liabilities of the Company. The Company provided seller financing through a $57.0 million note receivable from Hunt that had an initial term of seven years, prepayable at any time and bearing interest at the rate of 5% per annum. On October 4, 2018, the Company’s receivable from Hunt increased to $67.0 million as part of Hunt’s election to take assignment of the Company’s agreements to acquire (i) the LIHTC business of Morrison Grove Management and (ii) certain assets pertaining to a specific LIHTC property from affiliates of MGM (these agreements are collectively referred hereinafter to as the “MGM Agreements”). On December 20, 2019, Hunt prepaid $13.4 million of the note receivable and as a result, the UPB of the note was $53.6 million at December 31, 2019. On January 3, 2020, the note receivable was fully repaid.

During the years ended December 31, 2019 and December 31, 2018, the Company recognized $3.3 million and $2.9 million, respectively, of interest income associated with this note receivable. At December 31, 2019, $0.7 million of accrued interest was payable by Hunt. There was no accrued interest payable by Hunt at December 31, 2018.

On November 28, 2018, the Company, our investment partner and Hunt entered into an agreement whereby Hunt was admitted as a partner of Solar Development Lending, LLC (“SDL”) solely for the purpose of a 30% investment in a specific loan. The maximum principal amount of this loan was $58.8 million, of which Hunt and the Company were obligated to contribute 30% and 20%, respectively, and our investment partner was obligated to contribute the remaining 50% of the funding commitment of this loan. On September 30, 2019, the maximum principal amount of this specific loan increased to $104.0 million. On April 1, 2019, the Company purchased Hunt’s 30% ownership interest for $11.3 million, which represented the price that was projected to cause the Company and Hunt to achieve the same internal rate of return (“IRR”) on the amount of capital each had invested in the loan for the period of time that each party was invested in the loan. In this regard, upon full repayment of the loan, a post-purchase true-up payment may have been required to be made by one party to the other depending upon the actual IRR achieved by each party on the investment. Due to continuing involvement by Hunt as the transferor, the transfer did not qualify as a purchase for reporting purposes and, as a result, cash consideration paid by the Company was reported as a loan receivable that is secured by the interest in SDL that Hunt conveyed to the Company. On December 20, 2019, upon redemption of the underlying loan at par, the Company and Hunt terminated all obligations relating to the post-

purchase true-up payment and, as a result, the Company derecognized this loan receivable and increased its investment in partnership in SDL. 

On December 20, 2019, the Company sold to Hunt a loan and three limited partner interests in partnerships that own affordable housing and in which our ownership interest ranged from 74.25% to 74.92%. This loan had a UPB and carrying value of $1.1 million and $0.3 million, respectively, while the three limited partner interests had a carrying value of $0.9 million at the time of sale. The Company received $3.1 million in sales proceed and recognized $1.9 million of gains in the Consolidated Statements of Operations.

Investment in Debt Securities

On April 25, 2019, the Company received $13.1 million of net proceeds from the sale of an affordable housing property that secured one of the Company’s non-performing bond investments. Hunt, as bond servicing agent, waived $0.9 million of servicing fees that were otherwise due and payable in priority to the Company’s bond investment. As a result, the Company received $0.9 million of additional bond redemption proceeds that we otherwise would not have received.

II. MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

PROPOSAL 1 -- ELECTION OF DIRECTORS

The Board is divided into three classes with the directors in each class serving for a term of three years. The term of office of one class of directors expires each year in rotation so that one class is elected at each annual meeting for a full three-year term.  The Company’s Articles of Incorporation provide that the Board must have between five and 15 members. 

All serving directors have been elected to their current terms by our shareholders, with the exceptions of Mr. Flamer, Mr. Hunt and Ms. Kucera, who were elected by the directors then in office in accordance with our bylaws.  According to our bylaws, if a director nominee is not elected at our annual meeting, or if we are unable to achieve a quorum to transact business at our annual meeting (including any adjournment), then such directors will continue to serve until their successors have been duly elected and qualified at the next annual meeting or their earlier death, resignation or removal.  Messrs. Flamer and Hunt are subject to election by shareholders at the 2020 annual meeting with the other Class II director. Ms. Kucera is subject to election by shareholders at the 2021 annual meeting with the other Class III directors.

INFORMATION ABOUT THE COMPANY’S DIRECTORS

The name and principal occupation for the last five years, period of service as a director of the Company and includes certain other directorships of each director are set forth below.

NOMINEES FOR DIRECTOR

Directors with Term Expiring at the 2020 Annual Meeting

Class II

Cecil E. Flamer, 73, was elected to the Board on January 28, 2020.  Mr. Flamer has served since 2004 as a Managing Director and Chief Administrative Officer of Brown Capital Management, Inc., a private company that provides equity investment management services. In his capacity as Managing Director, he serves on the Management Committee, which is the firm’s governing body. Prior to joining the firm, Mr. Flamer was a partner at Ernst & Young, LLP. He has a Bachelor of Science in Business Administration (Accounting concentration) from Morgan State University. He is also a member of the American Institute of Certified Public Accountants and the Maryland Association of Certified Public Accountants.

Mr. Flamer’s qualifications to serve as a director include his significant executive experience with an investment management company and his public accounting background. The Governance Committee of the Board waived the Board’s age restriction with respect to Mr. Flamer’s service on the Board.

James C. Hunt, 49, was elected to the Board on June 25, 2018.  Mr. Hunt currently serves as the CEO and President of Hunt Companies, Inc. and has been a member of the Hunt Companies, Inc. board of directors since 2001. In addition, he serves as CEO and is on the board of various subsidiaries and affiliates of Hunt Companies, Inc. Mr. Hunt also oversees Hunt's private market real estate development and associatesacquisition activities, which include market rate residential properties and mixed-use retail developments. Mr. Hunt is responsible for establishing relationships with development and financial partners.  Mr. Hunt began his career at Hunt in 1993 as a Project Developer for Hunt's construction division, was later appointed Vice President, Executive Vice President and subsequently President.  Mr. Hunt received a B.A. in Economics and an MBA from the University of Texas, Austin.

Mr. Hunt’s qualifications to serve as a director include his extensive experience in real estate, real estate finance and corporate governance and management.

Mr. Hunt also serves on one other public company board as a director for Hunt Companies Finance Trust, a position he has held since January 2018.

Lisa Kay, 53, has served on the Board since August 3, 2016.  Previously, Ms. Kay was Chief Financial Officer and Executive Vice President of the Company from August 23, 2011 through August 18, 2015.  Prior to her appointment as the Company’s Chief Financial Officer, Ms. Kay served as Corporate Controller and Senior Vice President of the interested stockholder.Company beginning in November 2007.  Prior to joining the Company, Ms. Kay was a Managing Director within the Financial Services practice of Navigant Consulting, Inc., a global consulting firm providing operational, dispute, investigative, risk management and financial advisory solutions to the market.  Ms. Kay joined Navigant Consulting, Inc. in 2006.  Previous to this, Ms. Kay was Vice President and head of Corporate Accounting for Freddie Mac and was an auditor for Arthur Andersen LLP.  Ms. Kay is a graduate of Virginia Tech with a B.A. in Economics and a Masters in Accounting. 

In our Limited Liability Company Operating Agreement the business combination is prohibited for five (5) years rather than three, the threshold for becoming an interested person is 10% rather than 15% and the requisite stockholder vote is 80% in interest of all stockholders votingMs. Kay’s qualifications to serve as a single class rather thandirector include her prior service and understanding of the two-thirds vote required by Section 203. These differences make it slightly easierCompany’s operations due to her former service as the Company’s Chief Financial Officer and Corporate Controller, as well as her extensive experience in accounting and auditing.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THESE NOMINEES AS DIRECTORS TO A TERM EXPIRING AT THE 2023 ANNUAL MEETING.

MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

Directors with Terms Expiring at the 2021 Annual Meeting

Class III

J. P. Grant, 66,has served on the Board since January 1, 2013.Mr. Grant is the founder, President and Chief Executive Officer of Grant Capital Management, Inc., where he has specialized in providing tax-exempt financing to city and state governments since the company’s founding in 2000.  Prior to that, he held positions in major account sales for IBM Corporation and Federal Data Corporation.

Mr. Grant’s qualifications to serve as a director include his extensive experience in the field of municipal finance, as well as his executive leadership experience and entrepreneurial background.  Mr. Grant is the Chairman of the Company’s Governance Committee.

Michael L. Falcone, 58, has been a member of our Board since 1999.  He has been the Chief Executive Officer (“CEO”) of the Company since January 1, 2005 and, in addition to being our CEO, serves as the Chief Operating Officer of Hunt Capital Holdings, LLC, an affiliate of our External Manager.  Prior to his appointment as our CEO, he served as Chief Operating Officer since 1997.  Prior to joining MMA, he was a Senior Vice President of Shelter Development Corporation, where he was employed from 1983 to 1996.

Mr. Falcone’s qualifications to serve as a director include his extensive executive experience with MMA and his broad familiarity with the real estate and renewable energy development and finance industries.  As the Chief Executive Officer of MMA, Mr. Falcone provides the executive and operational leadership for MMA.

Suzanne G. Kucera, 58, was elected to the Board on January 28, 2020.  Ms. Kucera is Chief Financial Officer of Bright Power, Inc. an energy efficiency company with national operations. Prior to Bright Power, she was Co-Founder and Chief Executive Officer of Mackworth Capital, LLC, a money management firm with a unique model for direct private investment and financial advisor to growth companies and start-ups. Prior to founding Mackworth in 2015, Ms. Kucera was Chief Financial Officer of Now Computing and BBH Group and Chief Executive Officer of Art + Commerce. She has a Master of Business Administration from Harvard University and a Bachelor of Science in Accounting and Finance from the University of Illinois at Urbana-Champaign. Ms. Kucera most recently completed a Diploma in Clean Energy from New York University leading to an interim Chief Financial Officer/Chief Operating Officer position where financing options were secured for a business combination to occur. Some observers take the position that making a business combination easier is beneficial to stockholders.Solar Developer.

Our Limited Liability Company Operating Agreement also includesMs. Kucera’s qualifications to serve as a formula wherebydirector include her C-suite experience creating value in companies through proven leadership, strategic planning, management and operating skills. She is an agile leader of growth companies and start-ups who has successfully navigated diverse industries including technology, media, marketing, clean energy, consumer products, asset management and real estate. She is an experienced investment banker with nine years at Goldman Sachs, followed by five years at Allen & Company.

Directors with Terms Expiring at the 2022 Annual Meeting

Class I

Francis X. Gallagher, Jr., 60,has served on the Board since February 6, 2012 and has served as Chairman on March 17, 2014.   Mr. Gallagher is a stockholder voteManaging Partner at Charlesmead Advisors LLC, where he leads investment banking efforts to focused subsectors within the telecommunications industry, including wireline and wireless services and internet infrastructure. From 2005 to 2011, Mr. Gallagher was a Managing Director at Stifel Nicolaus Weisel, Incorporated, a leading investment bank, where he led the Telecommunications Industry Banking Group.  From 1997 to 2005, Mr. Gallagher served in a variety of executive positions with Legg Mason Wood Walker Incorporated, where

he was responsible for investment banking coverage of a variety of large and small-capitalization telecommunications companies.

Mr. Gallagher’s qualifications to serve on the Board include his corporate securities knowledge, senior management and investment banking experience. 

Frederick W. Puddester, 65,has served on the Board since August 10, 2011.  Since July 1, 2011, Mr. Puddester has been the Vice President for Finance and Administration for Williams College where he is not necessary ifresponsible for financial reporting, planning and forecasting as well as debt financing and tax compliance.  From 2007 to 2011, Mr. Puddester served as senior associate dean for finance and administration at the price paidJohns Hopkins University Zanvyl Krieger School of Arts and Sciences. From 2000 to 2007, Mr. Puddester served as the executive director of budget and financial planning for Johns Hopkins University. From 2000 until 2011, Mr. Puddester served on the board of MuniMae TE Bond Subsidiary, LLC, an entity whose common shares were wholly owned by the interestedCompany prior to selling those shares to a third party exceedsin 2013.

Mr. Puddester’s qualifications to serve as a complex formula set forth indirector include his extensive financial management expertise and his familiarity with the Company through his service on the board of MuniMae TE Bond Subsidiary, LLC.  Mr. Puddester is the Chairman of the Company’s Audit and Compensation Committees.

PROPOSAL 2 -- RATIFICATION OF THE EXTENSION OF OUR TAX BENEFITS RIGHTS AGREEMENT

We are providing our Limited Liability Company Operating Agreement. Broadly speaking,shareholders with the formulaopportunity to ratify the extension, through May 5, 2023, of our Tax Benefits Rights Agreement, as amended (the “Tax Benefits Rights Agreement” or the “Plan”), with Broadridge Corporate Issuer Solutions, Inc., as rights agent. The Plan, which is attached to this proxy statement as Appendix A, is designed to ensure that an interested person pays at least the highest price such person paid to acquire shares prior to proposed business combination. Section 203 of the DGCL does not contain any comparable minimum price provisions.

The DGCL provides that Section 203 does not apply to mergers and consolidations, sales or dispositions of more than 50% of the Company’s assets by market value of the assets or our stock, and tender or exchange offers for 50% or more of our outstanding stock if such transaction was proposed during the period a similar transaction has been announced and is pending. Our Limited Liability Company Operating Agreement has no comparable exception.

Our Limited Liability Company Operating Agreement also imposes limitations on the acquisition of certain levels of voting control. If a third party acquires 20% or more of the voting power of our shares, the excess over 20% has no voting rights unless approved by the shareholders by the affirmative vote of two-thirds in interest of all shareholders excluding votes cast by the acquiring person. The acquiring person must request and pay for the special meeting of the shareholders at which the vote is held. The process is repeated when an acquiring person accumulates one-third or more of the voting power and again when the acquiring person accumulates a majority or more of the voting power. These provisions are continued in the Certificate of Incorporation.

NOL Rights Plan

In order to protect our U.S. federal net operating losses (NOLs)loss carryforwards and certain other tax benefits (collectively, the “Tax Benefits”) from being inadvertently lostlimitations pursuant to Section 382 under certain stock transfer provisions of the Internal Revenue Code (the “Code”).

Background

We believe that our Tax Benefits are valuable assets. Although the actual realization of the Tax Benefits is difficult to predict and depends on future events, we estimate that, as of December 31, 2019, the company had approximately $375 million of U.S. federal net operating losses carryforwards (expiring in varying amounts from 2028 through 2035), of which approximately $57.7 million were recognized on our balance sheet because they were considered more likely than not of being utilized before their expiration. Under the Code and applicable Treasury Regulations, we generally may “carry forward” these losses to offset future earnings and thereby reduce our federal income tax liability, subject to certain requirements and restrictions.  As of December 31, 2019, the value of the deferred tax asset on our balance sheet was approximately 20% of our reported book value.

Our ability to use our Tax Benefits would be substantially delayed, and a significant portion of such Tax Benefits may expire unused, if we experience an “ownership change” as determined under Section 382 of the Code and applicable Treasury Regulations (“Section 382”). If an ownership change occurs, our ability to use our net Tax Benefits would be subject to an annual limitation. This could significantly impair the amount of our net deferred tax asset. Under Section 382, an “ownership change” generally occurs if one or more shareholders (including, in certain cases, a group of shareholders) owning at least 5% of our common stock increase their aggregate ownership by more than 50% over their lowest ownership percentage within a rolling three-year period. For this purpose, shareholders owning less than 5% of the outstanding common stock of the corporation are aggregated and treated as single separate shareholders and, under certain circumstances, may be divided into further groupings with each treated as a separate shareholder. The rules for determining whether an ownership change has occurred are complex. Nevertheless, based on our continued monitoring of public filings over time and other information within our knowledge, we do not believe that an ownership change has occurred to date that would impair the availability of our Tax Benefits.

Our Board has carefully considered how to preserve the value of our Tax Benefits as an important element of driving long-term shareholder value. After consulting with our tax, financial and legal advisors, the Board adopted athe Tax BenefitBenefits Rights Agreement (the “Rights Plan”in furtherance of this objective. Pursuant to the Plan, on May 5, 2015, we declared a dividend of one common share purchase right (a “Right”). Our Limited Liability Company Operating for each outstanding share of common stock. The Rights were distributed to shareholders of record as of May 5, 2015 and will continue to be distributed to holders of our common stock issued after that date unless and until the occurrence of a Distribution Date (as defined below) occurs. The Rights have terms that are designed to deter acquisitions of our common stock that could result in an ownership change, as described below.

Although shareholder ratification of the extension of the Tax Benefits Rights Agreement wasis not required by applicable law or by our organizational documents, our Board determined, as a matter of good corporate governance, that the extension of the Tax Benefits Rights Agreement beyond May 5, 2020 should be submitted to shareholders at the next Annual Meeting for ratification.

On March 11, 2020, after further consideration with our advisors, our Board determined to extend the Tax Benefits Rights Agreement through May 5, 2023. Our Board believes that the Plan will continue to serve as a tool to help prevent an ownership change that could substantially reduce the significant long-term potential value of the Tax Benefits and, did not addressthus, preserve shareholder value. Accordingly, our Board recommends that shareholders ratify the Board’s decision to extend the Plan.

It is important to note the Tax Benefits Rights Plan. We have, however, provided in the Certificate of Incorporation for the Board to have the power to adopt such restrictions on the transfer and registrationAgreement may deter, but ultimately cannot block, acquisitions of our shares ascommon stock that might result in an ownership change. The limitations of these measures are described in

more detail below. Our Board urges shareholders to carefully read the Board deems to be inproposal, the best interests of our stockholders,items discussed below under the heading “Certain Considerations Related to the maximum extent permitted byTax Benefits Rights Agreement” and the DGCL, including with respect to tax matters.

Because the terminology in our Rights Plan conforms to our status as a limited liability company, if the conversion is approved, the Board will adopt a First Amendment to Tax Benefit Rights Agreement to conform our Rights Plan to our status as a corporation. A copyfull terms of the First Amendment to Tax Benefit Rights AgreementPlan, which the Board will adopt is attached as Appendix II to this proxy statement. We may restateA hereto.

This ratification of the extension of the Tax BenefitBenefits Rights Agreement is not required.  A negative vote will not automatically terminate the Plan, and the Board will not be required to includetake any action if a majority of votes are cast against the Plan.  However, the Board will seek to determine the cause or causes of any significant negative voting result and will determine whether further action needs to be taken with respect to the Plan.

Summary of the Tax Benefits Rights Agreement

The following is a summary of the terms of the First Amendment at a later time.

Other Changes

This summary of differences between the Company after conversion to a Delaware corporation and the provisions of the LLC Act and Limited Liability Company Operating Agreement is intended to address material differences and is not comprehensive. For instance, the discussion above explains that a proposed merger will continue to require the same stockholder approval under the DGCL as it does under our Limited Liability Company Operating Agreement, but does not explain all of the provisions of the applicable sections of the DGCL which are different than or in addition to those applicable to our Limited Liability Company Agreement. This discussionPlan. It is qualified in its entirety by the full text of the Limited LiabilityPlan, which is attached as Appendix A hereto and incorporated by reference herein. A copy of the Plan is also available free of charge from us.

Purpose. The Tax Benefits Rights Agreement is intended to preserve the company's ability to fully utilize the Tax Benefits, in the interests of the company and its shareholders, by deterring an "ownership change." Specifically, the Plan seeks to deter any person, subject to certain exceptions, from (together with all affiliates and associates of such person) acquiring beneficial ownership of 4.9% or more of our outstanding shares of common stock (an “Acquiring Person”), other than with the approval of our Board. See "Exceptions to the Definition of Acquiring Person" below for a discussion of persons who are automatically excluded from the definition of Acquiring Person and a recent request for an exemption from the definition of Acquiring Person.

Exercise. The Rights are not currently exercisable. After the “Distribution Date,” each Right is exercisable to purchase one share of the Company’s common stock for $0.01 (the “Purchase Price”), subject to adjustment in accordance with the terms of the Plan.

Distribution Date. Prior to the Distribution Date, the Rights are attached to our common stock, are not represented by separate certificates and any transfer of our common stock shall also constitute a transfer of the Rights associated with such common stock. On or after the Distribution Date, subject to certain exceptions specified in the Plan, the Rights will separate from the common stock. The Distribution Date will occur on the 10th business day after (i) the date of a public announcement by the Company Operating Agreement,or the proposed Certificateacquiring person that such person or group of Incorporationaffiliated or associated persons has become an “Acquiring Person” or (ii) such earlier date on which a majority of our Board becomes aware of the existence of an Acquiring Person (such date being the “Stock Acquisition Date”).

Exceptions to the Definition of Acquiring Person. An Acquiring Person would not include, among others: (i) the Company or any of its subsidiaries; (ii) employee benefit plans of the Company or its subsidiaries and Bylaws,persons organized, appointed or established for or under the terms of such plans; (iii) 4.9% shareholders existing at the time the Plan was first adopted (unless they increase their percentage stock ownership with certain exceptions); (iv) persons or groups who, in the Board's view, have inadvertently become 4.9% shareholders, unless and until such person or group shall have failed to divest, as soon as practicable, sufficient shares of common stock such that it would no longer be a 4.9% shareholder (upon terms or conditions satisfactory to the Board); and (v) new 4.9% shareholders whose acquisitions, as determined by our Board in its sole discretion, would not be inconsistent with the purpose of the Plan.

From time to time, we have received requests from certain shareholders to permit them to increase their beneficial ownership of our outstanding common stock above 4.9% without becoming an “Acquiring Person.” When we receive such requests, our Board considers the Section 382 "ownership change" impact of the requested increases in ownership on a case-by-case basis, taking into account other potential changes in our stock ownership, including the impact of our announced stock buyback program and the LLC Actpotential impact of certain transactions that are outside our control. Based on these considerations, our Board determines whether the increased risk of an “ownership change” that would be created by granting a request would be inconsistent with the purpose of the Plan, which is the preservation of our Tax Benefits for the long-term benefit of all shareholders.  In 2016, the Board became aware of two shareholders that inadvertently exceeded 4.9% ownership due to our buyback plan activity.  The Board voted to extend exemptions to these shareholders due to the inadvertent nature of the events and, DGCL.as part of those exemptions, restricted the shareholders from additional purchases without additional consultation with the Board. In addition,2018, the

Board granted three requests for exemption under the Plan, two for our CEO and COO to exercise their stock option grants and another to the benefit of affiliates of the External Manager under the terms of the Disposition that, as of this discussion doesfiling, has not include those provisionsyet resulted in share ownership in excess of 4.9%.  In 2019 and 2020, the Board granted our CEO additional exemptions to allow for his acquisition of additional shares during the year.

“Flip-In.”  In the event that any person becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive upon exercise, one share of common stock per Right for an exercise price of $0.01 per share. Notwithstanding any of the foregoing, following the occurrence of an Acquiring Person becoming such, all Rights that are, or (under certain circumstances specified in the Limited Liability Company Operating Agreement relatedTax Benefits Rights Agreement) were, beneficially owned by any Acquiring Person or its affiliates and associates and certain transferees thereof will be null and void.

Exchange. At any time after the Stock Acquisition Date but before the time the Acquiring Person becomes the beneficial owner of 50% or more of the outstanding shares of common stock, our Board may exchange the Rights (other than Rights beneficially owned by an Acquiring Person or any other Rights that shall be deemed void under the terms of the Tax Benefits Rights Agreement), in whole or in part, at an exchange ratio equal to capital accounts, tax allocations and other matters which were alreadyone share of no significance becausecommon stock per Right (subject to adjustment).

Redemption. At any time until the close of business on the 10th day following the Stock Acquisition Date, the Company is taxed asmay redeem the Rights in whole, but not in part, at a corporation, rather than as a “pass-through” entity for tax purposes as described above. Noneprice of these “pass-through” tax provisions$0.001 per Right. Immediately upon the action of our Board ordering redemption of the Rights (or at the effective time of such redemption designated by the Board), the Rights will terminate and the only right of the holders of Rights will be to receive the $0.001 redemption price.

Expiration. The Rights expire on the earliest of (i) the time at which the Rights are redeemed pursuant to the Plan, (ii) the time at which the Rights (other than Rights owned by an Acquiring Person) are exchanged pursuant to the Tax Benefits Rights Agreement, (iii) the close of business on the date set by our Board if it determines that the Plan is no longer necessary or desirable for the preservation of the Tax Benefits, (iv) the close of business on the first day of a taxable year of the Company to which our Board determines that no Tax Benefits may be carried over intoforward, (v) or the new Certificateclose of Incorporation and Bylaws.business on May 5, 2023.

Conclusion and Recommendation; Vote Required

TheAmendments. Any of the provisions of the Plan may be amended by our Board is submitting and recommending to our shareholderswithout the approval of the conversionholders of Rights (i) prior to the Distribution Date, in any respect, and (ii) on or after the Distribution Date, to make changes that the Company deems necessary or desirable that do not materially adversely affect the interests of the Company from a Delaware limited liability company to a Delaware corporation and any adjournmentholders of the special meetingRights (other than the Acquiring Person or affiliates, associates or transferees of the Acquiring Person) or to cure any ambiguity or correct or supplement provisions that may be inconsistent or defective, including any change to satisfy any applicable law, rule or regulation.

Shareholder Rights. Until a Right is exercised, the holder thereof, as such, will have no rights with respect thereto as a Company shareholder, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholder or the Company, shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for common stock (or other consideration) as set forth above or in the event the Rights are redeemed.

Anti-Dilution Provisions. The Purchase Price payable, and the number of shares of common stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time if necessary, as determined byto prevent dilution in the Company, to solicit additional proxies in favor of the conversion. Approval of the conversion requires the affirmative vote of the holdersevent of a majority in interest of all of our common shares outstanding. Abstentions and broker non-votes will have the same effect asstock dividend on, or a vote against the proposal in the determination of whether the proposal has received the vote of a majoritysubdivision, combination or reclassification of, the common shares outstanding. Thestock.

Certain Considerations Related to the Tax Benefits Rights Agreement

After careful consideration, our Board of directors believes that the proposal to convertcontinued effectiveness of the Company to a Delaware corporation isTax Benefits Rights Agreement remains in the best interest of the Companycompany and its shareholders to protect our Tax Benefits from limitations pursuant to Section 382. However, we cannot eliminate the best interestpossibility that an ownership change will occur even if the Plan is ratified. Please consider the items discussed below in voting on this Proposal.

Continued Risk of Ownership Change. The Plan may not be effective in deterring all acquisitions that could result in an ownership change. For example, persons could decide to purchase our shares and become a “5-percent shareholder” notwithstanding the Plan, either because the purchaser is unaware of the Plan or makes a conscious decision to discount the potential consequences under the Plan of obtaining such status. In addition, the Plan does not

preclude dispositions by current 5-percent shareholders, which would also have the effect of increasing our cumulative change in ownership.

Potential Effects on Liquidity. The Plan is intended to deter persons or groups of persons from acquiring beneficial ownership of shares of our shareholders, and has unanimously approvedcommon stock in excess of the conversion.specified limitations. The proposalPlan may reduce the number of persons willing to adjournacquire our common stock or the special meeting requiresamount they are willing to acquire, potentially impacting a shareholder’s ability to dispose of our common stock.

Potential Impact on Market Value. Because the approval ofPlan may restrict a majorityshareholder’s ability to acquire common stock, the market value of the common stock may be affected. The Plan could discourage or prevent accumulations of substantial blocks of shares in which shareholders might receive a substantial premium above market value. However, we believe these disadvantages are outweighed by the importance of maintaining the availability of the Tax Benefits. Our Board did not adopt the Plan to discourage shareholders from accumulating common stock; the purpose of the Plan is to reduce the risk that we may be unable to fully utilize our Tax Benefits. We have retained the ability under the Plan for our Board to redeem the Rights or cause the Plan to expire if our Board determines that the Rights are no longer in the best interests of the Company or of its shareholders.

Potential Anti-Takeover Effect. The Plan is designed to preserve the long-term value of our Tax Benefits and is not intended to prevent a takeover of the Company. However, it could be deemed to have an “anti-takeover” effect because, among other things, an Acquiring Person may be diluted upon the occurrence of a triggering event. Accordingly, the overall effects of the Tax Benefits Rights Agreement may be to render more difficult, or discourage, a merger, tender offer, or assumption of control by a substantial holder of our securities. The Plan, however, should not interfere with any merger or other business combination approved by our Board.

Potential IRS Challenge to the Tax Benefits. The IRS has not audited or otherwise validated the amount of our Tax Benefits. The IRS could challenge the amount of the Tax Benefits, which could result in a reduction in the Tax Benefits and a corresponding increase in our liability for future income taxes. The complexity of the Section 382 provisions and the limitations on the timely knowledge that any publicly traded company can have about the ownership of, and transactions in, its securities contribute to significant uncertainty in determining whether an ownership change has occurred. Therefore, we cannot assure you that the IRS or other taxing authority will not claim that we experienced an ownership change and attempt to reduce or eliminate our utilization of Tax Benefits, even if the Plan is in place.

While ratification of the extension of our Tax Benefits Rights Agreement is not required by law or our organizational documents, the Board will review the voting results.  We may consult directly with shareholders to understand any negative voting results and concerns not previously presented.

The Board asks you to indicate your support for the extension of our Tax Benefits Rights Agreement as described in this proxy statement and set forth below:

RESOLVED, that the Company’s shareholders ratify the extension of the Tax Benefits Rights Agreement, as described in the “Proposal 2” section of this proxy statement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE EXTENSION OF OUR TAX BENEFITS RIGHTS AGREEMENT.

PROPOSAL 3 -- RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED ACCOUNTING FIRM

Upon the recommendation of the Audit Committee, the Board has appointed KPMG as the Company’s independent registered public accounting firm for the year ending December 31, 2020.  Representatives from KPMG are expected to be present or represented by proxy and voted at athe meeting, at which a quorum is present. Abstentions will have the same effectopportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate inquiries.

Before making its recommendation to the Board for the appointment of KPMG, the Audit Committee carefully considered that firm’s qualifications as the Company’s independent registered public accounting firm, which included a review of KPMG’s performance in prior years, as well as its reputation for integrity and competence in the fields of accounting and auditing.  The Audit Committee expressed its satisfaction with KPMG in these respects.

The Company is asking its shareholders to ratify the selection of KPMG as the Company’s independent registered public accounting firm.  Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of KPMG to shareholders for ratification because the Company values its shareholders’ views on the Company’s independent registered public accounting firm and as a vote againstmatter of good corporate governance practice.  If ratification is not obtained, the proposalAudit Committee intends to adjourncontinue the special meeting. Broker non-votesengagement of KPMG at least through the end of the 2020 fiscal year but will have no effect onconsider whether it is appropriate to select a different independent registered public accounting firm for 2021.  Even if the determinationselection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year or in subsequent years if it determines that such a change would be in the best interests of whether the proposalCompany and its shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS SET FORTH ABOVE.

Independent Registered Public Accounting Firm

KPMG is the independent registered public accounting firm that has audited our financial statements since 2007.

Audit and Audit-Related Fees

The Audit Committee is responsible for retaining and terminating the Company’s independent registered public accounting firm and for pre-approving the performance of any services by the independent registered public accounting firm. In addition, the Audit Committee is responsible for monitoring the independence and performance of the Company’s independent registered public accounting firm and internal audit function and for presenting its conclusions with respect to adjourn the special meetingindependent registered public accounting firm to the full Board.

Pre-approval Policies and Procedures

The Audit Committee has written policies and procedures regarding pre-approval of services to the Company by its principal independent registered public accountants.  Its policy is to pre-approve all auditing services and non-audit services (subject to de minimis exceptions).  All of the audit, audit-related, tax and other services for which we were billed by our principal independent public accounting firm for 2019 and 2018 were approved by the Audit Committee. 

Audit and Audit-Related Fees

The audit fees and other fees billed by our independent registered public accounting firm, KPMG, for work performed during 2019 and 2018 are as follows:

(1) 2018 fees include $115 thousand of 2018 fees not previously reflected in the prior year proxy fee table.

Audit Committee Report

The Audit Committee has reviewed and discussed with our External Manager the audited financial statements of MMA Capital Holdings, Inc. as of and for the fiscal year ended December 31, 2019.  The Audit Committee has discussed with KPMG the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”).  The Audit Committee has received the votewritten disclosures and the letter from KPMG required by the applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence and has discussed with KPMG the independence of KPMG as well as other matter pertinent to the audit.

Based on the review and discussions referred to in the paragraph above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our annual report on Form 10-K for the fiscal year ended December 31, 2019.  This report is furnished by the Audit Committee of our Board of Directors, whose members are:

Frederick W. Puddester, Chairman

Cecil E. Flamer

J.P. Grant, III

Francis X. Gallagher, Jr.

Suzanne G. Kucera

As required by the charter of the Audit Committee, the members of the Audit Committee hereby report that the Audit Committee has a formal documented charter setting forth the Audit Committee’s duties and that the Audit Committee has satisfied its obligations under such charter during the year ended December 31, 2019.

III. OTHER MATTERS

OFFICERS AND MANAGEMENT COMPENSATION

Named Executive Officers (“NEOs”)

The following individuals were the only persons serving as executive officers of the Company in 2019:

Michael L. Falcone, 58, has been the CEO of the Company since January 1, 2005 and, in addition to being our CEO, serves as the Chief Operating Officer of Hunt Capital Holdings, LLC, an affiliate of our External Manager.  Prior to his appointment as our CEO, he served as Chief Operating Officer since 1997.  Mr. Falcone has also served as a director of the Company since 1999.  Prior to joining the Company, he was a Senior Vice President of Shelter Development Corporation, where he was employed from 1983 to 1996. Mr. Falcone is a graduate of Dartmouth College and the Harvard Business School.

David C. Bjarnason, CPA, 50, was appointed Chief Financial Officer and Executive Vice President of the Company (“CFO”) on August 17, 2015 and, in addition to being our CFO, is the CFO of the Renewables Division of our External Manager. Mr. Bjarnason joined the Company from Fannie Mae, where he was a finance officer who served in senior management roles in accounting policy, external reporting and financial planning and analysis functions.  Prior to joining Fannie Mae, Mr. Bjarnason served in senior finance, consulting and financial statement audit roles with JPMorgan Chase & Co., CapitalSource, Inc., Freddie Mac, Deloitte LLP and KPMG LLP. Mr. Bjarnason earned his B.B.A. in accounting from the College of William & Mary.

Gary A. Mentesana, 55, is President and Chief Operating Officer of the Company (“COO”) and, in addition to being our COO, is an Executive Vice President of the Renewables Division of our External Manager.  He had been an Executive Vice President of the Company since 2003 and had been in various leadership positions since joining the Company in 1996.  Mr. Mentesana joined the Company in 1996 from the Company’s predecessor, the SCA Tax-Exempt Fund Limited Partnership, which he had been with since 1988.  Before SCA Tax-Exempt Fund Limited Partnership, Mr. Mentesana was an active Certified Public Accountant and worked for Coopers and Lybrand. Mr. Mentesana graduated from the University of Rhode Island.

External Management

On January 8, 2018, in connection with a series of other transactions explained more fully above under “Related Party and Affiliated Transactions – Relationship to Hunt Companies, Inc.,” we entered into a Management Agreement with an affiliate of Hunt Companies, Inc., Hunt Investment Management, LLC, which we will refer to as the “External Manager,” under which we hired the External Manager to manage our continuing operations.  In connection therewith, the External Manager assumed the remaining term of the employment agreements we had with our NEOs. As a result, Messrs. Falcone, Bjarnason and Mentesana became employees of the External Manager but continue to serve as the CEO, CFO and COO of the Company, respectively.  Under the terms of the Management Agreement, the External Manager provides all personnel necessary to operate our business.   Since January 8, 2018 we have not had any employees.  We will continue to compensate our non-employee directors.

We are obligated to pay or reimburse the External Manager for most of the costs of our operations, including certain general and administrative costs and professional fees incurred by the External Manager for work on behalf of the Company, as well as (i) an allocable share of the costs of non-investment personnel of the External Manager who spend all or a portion of their time managing our operations and reporting as a public company (based on their time spent on such matters) and (ii) the costs associated with our CEO and CFO. The personnel reimbursement was, however, subject to a cap of $2.5 million through 2019, and is subject to a cap of $3.5 million for subsequent years, until our GAAP common shares present or representedshareholders’ equity exceeds $500 million. If our GAAP common shareholders’ equity exceeds $500 million, we will continue to reimburse the External Manager for costs associated with non-investment personnel and the CFO and such reimbursement will no longer be subject to a cap, but the cost of providing us with a

CEO will become an expense of the External Manager. The External Manager is also entitled to receive and retain the administrative expense reimbursements to which our Energy Capital business was previously entitled under the terms of the management agreements of its renewable energy lending ventures.

Under the Management Agreement, the External Manager is paid a quarterly management fee in an amount equal to 0.50% of our first $500 million of GAAP common shareholders’ equity allocable to common shareholders, subject to certain adjustments, and 0.25% of our GAAP common shareholders’ equity in excess of $500 million, as adjusted. Specifically, the GAAP common shareholders’ equity upon which the quarterly management fee is paid will be adjusted to remove the impact of certain non-cash items, including any future accretion associated with our deferred tax assets. The External Manager will also be eligible to receive an annual incentive management fee equal to 20% of the amount by proxywhich the year-over-year change in diluted GAAP common shareholders’ equity per share allocable to common shareholders for any given calendar year exceeds 7% of the diluted GAAP common shareholders’ equity per share for the prior calendar year, as adjusted for the deferred tax asset and votingany dividend distributions. Any gain recognized in connection with the Hunt transactions and with the acquisition of Morrison Grove Management, LLC was deemed to have occurred in calendar year 2017 for purposes of calculating the incentive management fee for 2018.

Summary Compensation Table

The External Manager and its affiliates compensate their employees, including our NEOs, in accordance with their respective compensation philosophies.  The compensation of senior employees at Hunt and its affiliates, including our NEOs, may include the following elements: (i) base salary; (ii) variable bonus compensation (included as “Non-Equity Incentive Plan Compensation” in the table below); (iii) long-term incentive plan awards (included as “Non-Equity Incentive Compensation” in the table below); and (iv) fringe benefits and perquisites, including 401(k) match (included as “All Other Comp” in the table below).  Variable bonus compensation and long-term incentive plan awards are completely discretionary and are based on the overall performance of the NEOs in their roles at the meeting. The Board believes thatExternal Manager and its affiliates, including as NEOs of the proposal to adjournCompany, which may be determined, in part, by the meeting if necessary is in the best interestperformance of the Company and the best interestoverall performance of our shareholders, and has unanimously approvedHunt, including the proposal to adjourn.External Manager.

If the proposal to convert is approved,The table that follows provides information regarding expenses incurred by the Company will workwith respect to consummatecompensation earned by our NEOs during the conversion on or beforefiscal years ended December 31, 2018 and will adopt, file and thereafter be governed2019.  For each year, we disclose the amount of NEO compensation, on an aggregated basis, for which we reimbursed the External Manager.  NEO compensation expenses that are reported in such table represent that portion of total NEO compensation expenses that were incurred by the proposed CertificateExternal Manager during the fiscal years ended December 31, 2018 and 2019, and, subject to the aforementioned reimbursement cap, were allocable to the Company for reimbursement based upon the amount of Incorporationtime that NEOs spent during 2018 or 2019 in support of the management of the Company’s affairs. 

Outstanding Equity Awards at Fiscal Year-End

There were no equity awards were granted in 2019 and Bylaws attached heretono awards were outstanding as of December 31, 2019. 

DIRECTORS’ COMPENSATION

The following table sets forth the compensation earned by the non-employee members of the Board of Directors for services rendered during the year ended December 31, 2019: 

There were no stock options held by non-employee directors as of December 31, 2019.

Narrative to the Director Compensation Table

Directors who are employees of either MMA or the External Manager, or affiliates of the External Manager, do not receive additional fees for their service as a director; therefore, Mr. Falcone and Mr. Hunt do not receive any fees for their service as directors. 

Under the 2012 Non-Employee Directors’ Compensation Plan (the “2012 Plan”), directors receive annual compensation of $120,000. The 2012 Plan requires that one-half of the annual compensation paid in Appendix Icash and one-half be paid as an equity award of shares.  In addition, the 2012 Plan provides for an additional fee payable to directors that chair a committee of the Board as follows: a $10,000 fee to be paid for chairmanship of either the Compensation or Governance Committees; a $15,000 fee payable for chairmanship of the Audit Committee; and a $20,000 fee payable for chairmanship of the Board.  In each case, the additional fee is payable one-half in cash and one-half in equity awards.

A director may elect to defer his or her annual equity award compensation.  The election to defer compensation must be made prior to the start of the calendar year in which the compensation is to be earned.  If the director elects to defer the receipt of shares, the director will receive dividends on the shares (to the extent declared by the Board for all common shares) during the deferral period. Director participants may elect that the deferred amounts, plus earnings, be distributed either upon retirement from the Board or on an interim distribution date.  If a distribution date is not specified in the election, shares will be settled no more than 90 days after the participant’s separation from service on the Board.  Distributions are either in a lump sum, or based on the director’s election made at the time of the conversion. The Company will also then adoptdeferral, in two-to-10 year installments.  Once a distribution election is made, the proposed First Amendment to Tax Benefit Rights Agreement.election is irrevocable.  Notwithstanding the foregoing, ifa participant may receive any amounts deferred by the proposal is approved, the Board may postpone or even terminate the proposed conversion, if the Board determines that consummation of the conversion as described above is notparticipant in the best interestevent of an “Unforeseeable Emergency” as defined by the 2012 Plan.

Equity Compensation Plan Information

The following table contains information regarding common shares authorized for issuance under our equity compensation plans as of December 31, 2019. As of December 31, 2019, there were no securities to be issued upon the exercise of outstanding options, warrants and rights under any of our shareholders.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE CONVERSION OF THE COMPANY FROM A DELAWARE LIMITED LIABILITY COMPANY TO A DELAWARE CORPORATION WHICH WILL THEREAFTER BE GOVERNED BY THE CERTIFICATE OF INCORPORATION AND BYLAWS ATTACHED HERETO IN APPENDIX I AND

THE BOARD ALSO UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING FROM TIME TO TIME, IF NECESSARY, AS DETERMINED BY THE COMPANY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO CONVERT THE COMPANY FROM A DELAWARE LIMITED LIABILITY COMPANY TO A DELAWARE CORPORATION;

If you would like additional information concerning the proposal described above, please call one of our service representatives at Broadridge Investor Communications Solutions, Inc. at 1-833-786-5512, Monday through Friday between 9:30 a.m. and 9:00 p.m. (Eastern Time).plans.

OTHER MATTERS

In GeneralDescription of Plans Not Approved by Shareholders

The Board does not intend to bring other matters before the special meeting except items incidental to the conduct of the meeting.

Name Change

In connection with the adoption of the Certificate of Incorporation if the proposal is approved, the Company will change its name from2009 and 2010 MMA Capital Management, LLC Non-Employee Directors’ Compensation Plans (the “2009 Plan” and the “2010 Plan,” respectively) and the 2012 Plan (collectively with the 2009 Plan and 2010 Plan, the “DSP Plans”) serve the interests of the Company and its shareholders by providing a means to MMA Capital Holdings, Inc. No shareholder vote is required forattract and retain highly qualified persons to serve as non-employee directors of the name change, but the name change is shownCompany and to promote ownership by such directors of a greater interest in the CertificateCompany, thereby aligning such directors’ interests more closely with the interests of Incorporation attached heretoshareholders of the Company.  Collectively the DSP Plans provide for certain equity awards as part of the general compensation of the directors.  With respect to the 2009 Plan and 2012 Plan, types of awards include shares in Appendix I, which will be adopted iflieu of cash, restricted shares and non-qualified stock options.  For the shareholders approve2010 Plan, only shares in lieu of other awards, share awards, or restricted shares were permitted.  All vesting terms of the conversion.DSP Plans are set at the discretion of the Compensation Committee subject to certain operating provisions of the DSP Plans, such as the change of control provisions of the respective DSP Plans. 

If the proposal is not approved, the Company will change its name fromThe 2010 MMA Capital Management, LLC Share Incentive Plan (“2010 ESP”) serves the interests of the Company and its shareholders by providing a means to MMA Capital Holdings, LLC. Noattract, retain, and reward executive officers and other key individuals of the Company and its subsidiaries, to link compensation to measures of the Company’s performance in order to provide additional share-based incentives to such individuals for the creation of shareholder vote is requiredvalue, and to promote a greater proprietary interest in the Company, thereby aligning such individuals’ interests more closely with the interests of shareholders of the Company.  The 2010 ESP provides for this name change.up to 600,000 shares to be awarded at the discretion of the Compensation Committee.  The types of awards available under the 2010 ESP include non-qualified stock options, stock appreciation rights, restricted shares, deferred shares, and shares granted as a bonus or in lieu of other awards.  Beginning in March 2013 no participant may receive greater than 50,000 share awards during any calendar year.  All vesting terms are set at the discretion of the Compensation Committee subject to certain operating provisions of the 2010 ESP, such as the change of control provisions of the plan.  Under the rules of the shareincentive plans, any plans not approved by shareholders can only issue stock options until approved by shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSecurity Ownership of Certain Beneficial Owners and Management

The following table contains information about the number of our common shares that were beneficially owned on August 22, 2018,March 15, 2020, by each of our five percent holders, plus our directors, our named executive officers and our directors and executive officers as a group.

*     Represents less than 1.0% of the total number of common shares outstanding.

SHAREHOLDERS SHARING THE SAME ADDRESS

Shareholders Sharing the Same Address

The Securities and Exchange Commission has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple shareholders who reside at the same address may receive a single copy of our annual report and proxy materials, including the Notice of Internet Availability of Proxy Materials, unless the affected shareholder has provided contrary instructions. This procedure reduces printing costs and postage fees.

AOnce again this year, a number of brokers with account holders who beneficially own our common shares will be “householding” our annual report and proxy materials, including the Notice of Internet Availability of Proxy Materials. A single Notice of Internet Availability of Proxy Materials and, if applicable, a single set of the annual report and other proxy materials will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Shareholders may revoke their consent at any time by contacting Investor Relations Department, MMA Capital Management, LLC,Holdings, Inc., 3600 O’Donnell Street, Suite 600, Baltimore, Maryland 21224.

Upon written or oral request, MMA Capital Management, LLCHoldings, Inc. will promptly deliver a separate copy of the Notice of Internet Availability of Proxy Materials and, if applicable, a separate set of proxy materials to any beneficial owner at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice of Internet Availability of Proxy Materials and, if applicable, a separate set of proxy materials, you may write or call MMA Capital Management, LLC’sHoldings, Inc.’s Investor Relations Department at MMA Capital Management, LLC,Holdings, Inc., 3600 O’Donnell Street, Suite 600 St, Baltimore, Maryland 21224, (855) 650-6932 prior to November [__], 2018.May 9, 2020.

Any shareholders who share the same address and currently receive multiple copies of our Notice of Internet Availability of Proxy Materials or annual report and other proxy materials, who wish to receive only one copy in the future, can contact their bank, broker or other holder of record to request information about householding.

NASDAQ ListingFORM 10-K

Our shares will continue to be traded on the NASDAQ Capital Market whether the proposal to convert to a corporation is approved or not.

Dated : September __, 2018

APPENDIX I

MMA CAPITAL HOLDINGS, INC.

CERTIFICATE WILL MAIL TO ANY SHAREHOLDER, WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF INCORPORATIONOUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS, SCHEDULES AND BYLAWS

(See Attached)

CERTIFICATELIST OF INCORPORATION

OF

EXHIBITS, AND ANY PARTICULAR EXHIBIT SPECIFICALLY REQUESTED. REQUESTS SHOULD BE SENT TO: MMA CAPITAL HOLDINGS, INC., 3600 O’DONNELL STREET, SUITE 600, BALTIMORE, MARYLAND 21224, ATTN: INVESTOR RELATIONS. THE ANNUAL REPORT ON FORM 10-K IS ALSO AVAILABLE AT www.mmacapitalholdings.com.

OTHER BUSINESS

I,The Board is not aware of any other matters which may come before the undersigned, formeeting. It is the purpose of creating and organizing a corporation under the provisions of and subject to the requirementsintention of the General Corporation Law of the State of Delaware (the “DGCL”), certify as follows:

1.       Name of Corporation. The name of the corporation is MMA Capital Holdings, Inc. (the “Corporation”).

2.       Registered Office; Registered Agent. The address of the registered office of the Corporationpersons named in the State of Delaware is CT Corporation System, 1209 Orange Street,enclosed proxy to vote all shares represented by proxies in the City of Wilmington, County of New Castle, 19801. The name of the registered agent of the Corporation at such address is CT Corporation System.

3.       Purposes. The purposes of the Corporation are (a) to invest in or engage in activities related to investment in bonds and in real estate, including but not limited to loan servicing and loan origination, and to generate returns from such investments; this may include investing in entities which invest in bonds and in real estate assets; provided, however, that the investment criteria shall be established by the board of directors from time to time in its sole discretion subject to the requirement that such criteria be consistentaccordance with the purposes of the Corporation; (b) to engage intheir best judgment if any other activities relating to, and compatible with, the purposes set forth above; (c) to acquire, own and dispose of general and limited partnership interests, membership interests, and stock or other equity interests in any general partnership, limited partnership, corporation, joint venture, trust, limited liability company, limited liability partnership, business trust, cooperative, or association (including those affiliated or unaffiliated with the Corporation), and to exercise all rights and powers granted to the owner of any such interests; and (d) to invest in any type of investment and to engage in any other lawful act or activity for which corporations may be organized under the DGCL, and by such statement all lawful acts and activities shall be within the purposes of the Corporation.

4.       Authorized Shares. The total number of shares of common stock which the Corporation is authorized to issue is Fifty Million (50,000,000) shares, at no par value, and the total number of shares of preferred stock which the Corporation is authorized to issues is Five Million (5,000,000) shares, no par value. The holders of common stock shall have no preemptive rights to subscribe for any shares of any class or series of stock of the Corporation whether now or hereafter authorized.

5.       Blank-Check Preferred Stock. The board of directors is hereby expressly authorized to provide, out of the unissued shares of preferred stock, for one or more series of preferred stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, including the right to elect one or more directors, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

6.       Incorporator. The name and mailing address of the incorporator of the Corporation are:

7.       Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as maymatters properly come before the meeting shall be held at such date, time and place, if any, as shall be determined solely by the resolution of the board of directors in its sole and absolute discretion.meeting.

SHAREHOLDER PROPOSALS

8.       Written Consent Prohibition. No action that is required or permittedIn accordance with Exchange Act Rule 14a-8, shareholder proposals to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting.

9.       Number; Class; and Term of Directors.

(a)       Number of Directors. The business and affairs of the Corporation shall be managed by, or under the direction of, the board of directors. Subject to the rights of the holders of one or more series of preferred stock then outstanding as provided for or fixed pursuant to the provisions of Section 5, the total number of directors constituting the entire board of directors of the Corporation shall not be less than five nor more than 15, with the then-authorized number of directors fixed from time to time by the board of directors.

(b)       Election of Directors. Unless and except to the extent that the by-laws of the Corporation (the “By-laws”) shall so require, the election of directors of the Corporation need not be by written ballot. A nominee for director shall be elected to the board of directors if a majority of the votes cast are in favor of such nominee’s election; provided, however, that, if the number of nominees for director exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes of the shares represented in person or by proxy at any meeting of stockholders held to elect directors and entitled to voteacted on such election of directors.

(c)       Classes of Directors. Other than those directors, if any, elected by the holders of any series of preferred stock established pursuant to Section 5, the board of directors shall be and is divided into three classes, as nearly equal in number as possible, designated: Class I, Class II and Class III. In case of any increase or decrease, from time to time, in the number of directors, the number of directors in each class shall be apportioned by the board of directors, to be as nearly equal as possible. No decrease in the number of directors shall shorten the term of any incumbent director.

(d)       Removal. Except for such additional directors, if any, as may be elected by the holders of any series of preferred stock as provided for or fixed pursuant to the provisions of Section 5 hereof, any director or the entire board of directors may be removed from office only for cause and only by the affirmative vote of at least a majority of the total voting power of the outstanding shares of the capital stock of the Corporation entitled to vote in any annual election of directors or class of directors, voting together as a single class.

(e)       Vacancies. Subject to the rights of the holders of one or more series of preferred stock then outstanding as provided for or fixed pursuant to the provisions of Section 5, vacancies on the board of directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors shall be filled solely by a majority of the directors then in office, although less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. A director elected to fill a vacancy or a newly created directorship shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor and to such director’s earlier death, resignation or removal.

(f)       Appointment Rights. In addition to authorizing the holders of any series of preferred stock to elect a director, the Company may, by contract, authorize any person holding such number of shares as the board of directors may specify to nominate one or more candidates for director, and may agree to maintain one or more board of director seats for such nominee or nominees.

10.     Exculpation. To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director. No amendment to, modification of or repeal of this Section 10 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

11.     Indemnification. The Corporation shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the board of directors of the Corporation. Any amendment, repeal or modification of this Section 11 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

12.     Voting Rights of Control Stock.

(a)       Definitions. For purposes of this Section 12, the following definitions shall apply:

“Acquiring Person” means a person who makes or proposes to make a Control Stock Acquisition, or such Person’s Affiliate or Associate.

“Affiliate” means, with respect to any Person, any Relative of such Person, any trust for the benefit of such Person or such Person’s Relative, any beneficiary of such a trust and any other Person that directly, or indirectly through one or more intermediaries, controls (including without limitation all officers and directors of such Person), is controlled by, or is under common control with, such Person or a Relative of such Person. The term “control” (or any form thereof), as used in the preceding sentence, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Associate” when used to indicate a relationship with any Person means:

(i)        (A) Any Entity (other than the Corporation or a subsidiary of the Corporation) of which such Person is an officer, director or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities of such Entity;

    (B)       Any trust or other estate in which such Person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and

    (C)       Any Relative of such Person, or any Relative of a spouse of such Person, who has the same home as such Person or who is a Director or officer of the Company or a manager, director or officer of any of its Affiliates; or

(ii)       A Person that:

    (A)       Directly or indirectly controls, or is controlled by, or is under common control with, the Person specified; or

    (B)       Is acting or intends to act jointly or in concert with the Person specified.

“Control Stock” means that stock in the Corporation that, except for this Section 12, would, if aggregated with all other stock in the Corporation (including stock in the Corporation the acquisition of which is excluded from the definition “Control Stock Acquisition” below) owned by a Person or in respect of which that Person is entitled to exercise or direct the exercise of voting power, except solely by virtue of a revocable proxy, entitle that Person, directly or indirectly, to exercise or direct the exercise of the voting power of any class or series of stock in the Corporation within any of the following ranges of voting power:

(i)       One-fifth or more, but less than one-third of all voting power;

(ii)       One-third or more, but less than a majority of all voting power; or

(iii)       A majority or more of all voting power.

Control Stock includes stock in the Corporation only to the extent that the Acquiring Person, following the acquisition of the stock in the Corporation, is entitled, directly or indirectly, to exercise or direct the exercise of voting power within any level of voting power set forth in this section for which approval has not been obtained previously under Section 12(b).

“Control Stock Acquisition” means the acquisition, directly or indirectly, by any Person (other than (A) the Corporation or (B) any subsidiary of the Corporation), of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding Control Stock. Control Stock Acquisition does not include the acquisition of Control Stock:

(i)       Under the laws of descent and distribution;

(ii)       Under the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this Section 12; or

(iii)       Under a merger, consolidation or exchange of interests if the Corporation is a party to the merger, consolidation or exchange of interests.

Unless the acquisition entitles any Person, directly or indirectly, to exercise or direct the exercise of voting power of stock in the Corporation in excess of the range of voting power previously authorized or attained under an acquisition that is exempt under items (i), (ii) or (iii) of this definition, “Control Stock Acquisition” does not include the acquisition of stock in the Corporation in good faith and not for the purpose of circumventing this Section 12, by or from any Person whose voting rights have previously been authorized by the stockholders in compliance with this Section 12 or any Person whose previous acquisition of stock in the Corporation would have constituted a Control Stock Acquisition but for the exclusions in items (i) through (iii) of this definition.

“Entity” means any general partnership, limited partnership, corporation, joint venture, trust, limited liability company, limited liability partnership, business trust, cooperative, or association. An Entity may or may not be an Affiliate of the Corporation.

“Interested Stock” means stock in the Corporation in respect of which an Acquiring Person is entitled to exercise or direct the exercise of the voting power of stock in the Corporation in the election of directors or otherwise.

“Person” means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such Person where the context so admits.

“Relative” means, with respect to any Person, any parent, spouse, brother, sister, or natural or adopted lineal descendant or spouse of such descendant of such Person.

(b)       Voting Rights.

(i)       Control Stock acquired in a Control Stock Acquisition have no voting rights except to the extent approved by the stockholders at a meeting held pursuant to Section 12(d) by the affirmative vote of at least 66-2/3% of the voting power of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, excluding any votes cast with respect to Control Stock.

(ii)       For purposes of this Section 12(b):

    (A)       Stock in the Corporation acquired within 180 days or stock in the Corporation acquired under a plan to make a Control Stock Acquisition are considered to have been acquired in the same acquisition; and

    (B)       A Person may not be deemed to be entitled to exercise or direct the exercise of voting power with respect to stock in the Corporation held for the benefit of others if the Person:

(1)       Is acting in the ordinary course of business, in good faith and not for the purpose of circumventing the provisions of this Section of the Agreement; and

(2)       Is not entitled to exercise or to direct the exercise of the voting power of the stock in the Corporation unless the Person first seeks to obtain the instruction of another person.

(c)       Acquiring Person Statement. Any Person who proposes to make or who has made a Control Stock Acquisition may deliver an Acquiring Person statement to the Corporation at the Corporation’s principal office. The Acquiring Person statement shall set forth all of the following:

(i)       The identity of the Acquiring Person and each other member of any group of which the Person is a part for purposes of determining Control Stock;

(ii)       A statement that the Acquiring Person statement is given under this Section 12;

(iii)       The number of shares of stock in the Corporation owned (directly or indirectly) by the Acquiring Person and each other member of any group;

(iv)       The applicable range of voting power as set forth in the definition of “Control Stock”; and

(v)       If the Control Stock Acquisition has not occurred:

    (A)       A description in reasonable detail of the terms of the proposed Control Stock Acquisition; and

    (B)       Representations of the Acquiring Person, together with a statement in reasonable detail of the facts on which they are based, that:

(1)       The proposed Control Stock Acquisition, if consummated, will not be contrary to law; and

(2)       The Acquiring Person has the financial capacity, through financing to be provided by the Acquiring Person, and any additional specified sources of financing required under Section 12(e), to make the proposed Control Stock Acquisition.

(d)       Special Meeting.

(i)       Except as provided in Section 12(e), if the Acquiring Person requests, at the time of delivery of an Acquiring Person statement, and gives a written undertaking to pay the Corporation’s expenses of, a special meeting, except the expenses of opposing approval of the voting rights, within ten days after the day on which the Corporation receives both the request and undertaking, the board of directors of the Corporation shall call a special meeting of the stockholders, for the purpose of considering the voting rights to be accorded the stock in the Corporation acquired or to be acquired in the Control Stock Acquisition.

(ii)       The board of directors may require the Acquiring Person to give bond, with sufficient surety, to reasonably assure the Corporation that this undertaking will be satisfied.

(iii)       Unless the Acquiring Person agrees in writing to another date, the special meeting of stockholders shall be held within 50 days after the day on which the Corporation has received both the request and the undertaking.

(iv)       If the Acquiring Person makes a request in writing at the time of delivery of the Acquiring Person statement, the special meeting may not be held sooner than 30 days after the day on which the Corporation receives the Acquiring Person statement.

(v)       If no request is made under subsection (i) of this Section 12(d), the issue of the voting rights to be accorded the stock in the Corporation acquired in the Control Stock Acquisition may, at the option of the Corporation, be presented for consideration at any meeting of the stockholders. If no request is made under subsection (i) of this Section 12(d) and the Corporation proposes to present the issue of the voting rights to be accorded the stock in the Corporation acquired in a Control Stock Acquisition for consideration at any meeting of the stockholders, the Corporation shall provide the Acquiring Person with written notice of the proposal not less than 20 days before the date on which notice of the meeting is given.

(e)        Calls.

(i)       A call of a special meeting of stockholders is not required to be made under Section 12(d) unless, at the time of delivery of an Acquiring Person statement under Section 12(c), the Acquiring Person has:

    (A)       Entered into a definitive financing agreement or agreements with one or more responsible financial institutions or other entities that have the necessary financial capacity, providing for any amount of financing of the Control Stock Acquisition not to be provided by the Acquiring Person; and

    (B)       Delivered a copy of the agreements to the Corporation.

(f)       Notice of Meeting.

(i)       If a special meeting of the stockholders is requested, notice of the special meeting shall be given as promptly as reasonably practicable by the Corporation to all stockholders of record as of the record date set for the meeting, whether or not the stockholder is entitled to vote at the meeting.

(ii)       Notice of the special or annual meeting at which the voting rights are to be considered shall include or be accompanied by the following:

    (A)       A copy of the Acquiring Person statement delivered to the Corporation under Section 12(c); and

    (B)       A statement by the board of directors setting forth its position or recommendation, or stating that it is taking no position or making no recommendation, with respect to the issue of voting rights to be accorded the Control Stock.

(g)       Redemption Rights.

(i)       If an Acquiring Person statement has been delivered on or before the 10th day after the Control Stock Acquisition, the Corporation may, at its option, redeem any or all Control Stock, except Control Stock for which voting rights have been previously approved under Section 12(b), at any time during a 60-day period commencing on the day of a meeting at which voting rights are considered under Section 12(d) and are not approved.

(ii)       In addition to the redemption rights authorized under subsection (i) of this Section 12(g), if an Acquiring Person statement has not been delivered on or before the 10th day after the Control Stock Acquisition, the Corporation may, at its option, redeem any or all Control Stock, except Control Stock for which voting rights have been previously approved under Section 12(b), at any time during a period commencing on the 11th day after the Control Stock Acquisition and ending 60 days after the acquiring person statement has been delivered.

(iii)       Any redemption of Control Stock under this Section shall be at the fair value of the stock in the Corporation. For purposes of this section, “fair value” shall be determined:

    (A)       As of the date of the last acquisition of Control Stock by the Acquiring Person in a Control Stock Acquisition or, if a meeting is held under Section 12(d), as of the date of the meeting; and

    (B)       Without regard to the absence of voting rights for the Control Stock.

13.       Amendments to the Certificate of Incorporation. The Corporation shall have the right, subject to any express provisions or restrictions contained in the Certificate of Incorporation or the By-laws, from time to time, to amend, alter or repeal any provision of the Certificate of Incorporation in any manner now or hereafter provided by law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by the Certificate of Incorporation or any amendment thereof are conferred subject to such right. Notwithstanding any other provision of this Certificate of Incorporation or the By-laws of the Corporation and in addition to any affirmative vote of the holders of any particular class of stock of the Corporation required by applicable law, this Certificate of Incorporation or the By-laws of the Corporation, the affirmative vote of the holders of at least 80% of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, repeal, or adopt any provisions inconsistent with Sections 8, 12 or 14 of this Certificate of Incorporation and this Section 13.

14.       By-Law Amendments. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly empowered to adopt, amend or repeal By-laws of the Corporation. Any adoption, amendment or repeal of the By-laws of the Corporation by the board of directors shall require the approval of a majority of the entire board of directors. The stockholders shall also have power to adopt, amend or repeal the By-laws of the Corporation;provided,however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation or by the rights of the holders of one or more series of preferred stock then outstanding as provided for or fixed pursuant to the provisions of Section 5, the affirmative vote of the holders of at least 66-2/3% of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the By-laws of the Corporation.

15.       Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation or the By-laws of the Corporation, or (iv) any action asserting a claim governed by the internal affairs doctrine; in each case subject to said court having personal jurisdiction over the indispensable parties named as defendants therein. If any action the subject matter of which is within the scope of this Section 15 is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce this Section 15 (an “Enforcement Action”), and (y) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 15.

16.       The board of directors is hereby authorized to adopt from time to time a rights plan and other similar restrictions on transfer and registration of shares of the Corporation’s stock as the board of directors deems to be in the best interests of the Corporation’s stockholders, to the maximum extent permitted by the DGCL, including, without limitation the Corporation’s Section 382 stockholders rights plan adopted May 5, 2015, as amended, and any other plan intended to protect stockholder value by protecting against a possible limitation on the Corporation’s ability to use its net operating loss carryforwards and certain other tax benefits to reduce potential U.S. federal income tax obligations.

I, the undersigned, being the incorporator, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate of Incorporation, hereby acknowledging, declaring, and certifying that the foregoing Certificate of Incorporation is my act and deed and that the facts herein stated are true, and have accordingly hereunto set my hand this _____ day of _________________, 2018.

BY-LAWS

OF

MMA CAPITAL HOLDINGS, INC.

Article I

OFFICES

Section 1.01 Offices. The address of the registered office of MMA Capital Holdings, Inc. (hereinafter called the “Corporation”) in the State of Delaware shall be at CT Corporation System, 1209 Orange Street, Delaware 19801. The Corporation may have other offices, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.

Section 1.02 Books and Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method;provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

Article II

MEETINGS OF THE STOCKHOLDERS

Section 2.01 Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of meeting.

Section 2.02 Annual Meeting. TheCompany’s annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined by the Board of Directors and stated in the notice of the meeting.

Section 2.03 Special Meetings. Special meetings of stockholders for any purpose or purposes shall be called pursuant to a resolution approved by the Board of Directors and may not be called by any other person or persons. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting.

Section 2.04 Adjournments. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for stockholders entitled to vote at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.

Section 2.05 Notice of Meetings. Notice of the place, if any, date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and means of remote communication, if any, of every meeting of stockholders shall be given by the Corporation not less than ten days nor more than 60 days before the meeting (unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Except as otherwise provided herein or permitted by applicable law, notice to stockholders shall be in writing and delivered personally or mailed to the stockholders at their address appearing on the books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, notice of meetings may be given to stockholders by means of electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

Section 2.06 List of Stockholders. The officer of the Corporation who has charge of the stock ledger shall prepare a complete list of the stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares of each class of capital stock of the Corporation registered in the name of each stockholder at least ten days before any meeting of the stockholders. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, on a reasonably accessible electronic network if the information required to gain access to such list was provided with the notice of the meeting or during ordinary business hours, at the principal place of business of the Corporation for a period of at least ten days before the meeting. If the meeting isshareholders to be held at a place, the list shall also be producedin 2021 (the “2021 annual meeting”) and kept at the time and place of the meeting the whole time thereof and may be inspected by any stockholder who is present. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting as provided by applicable law. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

Section 2.07 Quorum. Unless otherwise required by law, the Corporation’s Certificate of Incorporation (the “Certificate of Incorporation”) or these by-laws, at each meeting of the stockholders, a majority in voting power of the shares of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. Where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time,included in the manner provided in Section 2.04, until a quorum shallCompany’s proxy statement and proxy for that meeting must be present or represented. A quorum, once established, shall not be brokenreceived by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

Section 2.08 Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of the stockholders, the Chairman of the Board, or in his or her absence or inability to act, the Chief Executive Officer, or, in his or her absence or inability to act, the person whom the Chairman of the Board shall appoint, shall act as chairman of, and preside at, the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint Secretary of the meeting, shall act as Secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.

Section 2.09 Voting; Proxies. Unless otherwise required by law or the Certificate of Incorporation, the election of Directors shall be by written ballot and a nominee for Director shall be elected to the Board of Directors if a majority of the votes cast are in favor of such nominee’s election; provided, however, that, if the number of nominees for Director exceeds the number of Directors to be elected, Directors shall be elected by a plurality of the votes of the shares represented in person or by proxy at any meeting of stockholders held to elect Directors and entitled to vote on such election of Directors. Unless otherwise required by law, the Certificate of Incorporation or these by-laws, any matter, other than the election of directors, brought before any meeting of stockholders shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing aCompany no later date. Voting at meetings of stockholders need not be by written ballot.

Section 2.10 Inspectors at Meetings of Stockholders. The Board of Directors, in advance of any meeting of stockholders, may, and shall if required by law, appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternatethan December 10, 2020 (which is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting, the existence of a quorum and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board of Directors, the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies, votes or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware upon application by a stockholder shall determine otherwise. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election.

Section 2.11 Written Consent of Stockholders Without a Meeting. No action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting.

Section 2.12 Fixing the Record Date.

(a)       In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled to vote therewith at the adjourned meeting.

(b)       In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 2.13 Stockholder Proposals.For any stockholder proposal to be presented in connection with an annual meeting of stockholders of the Corporation, as permitted or required by applicable law, including any proposal relating to the nomination of a person to be elected to the Board of Directors of the Corporation, the stockholders must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal business offices of the Corporation not less than 60 days nor more than 90120 days prior to the first anniversary of the precedingdate of this proxy statement).  After that date, shareholder proposals to be acted on at the 2021 annual meeting may be submitted to the Secretary of the Company in accordance with the provisions of our bylaws described in the next paragraph, but we will not be required to include such a proposal in our proxy materials for the 2021 annual meeting. 

In accordance with our bylaws shareholder proposals to be acted on at the 2021 annual meeting that are not received in time to be included in our proxy statement will be untimely if received by the Secretary of the Company earlier than the close of business on February 18, 2021 (which is 90 days before the first anniversary date of this year’s annual meeting; provided, however, that inmeeting) or later than the event thatclose of business on March 20, 2022 (which is 60 days before the first anniversary date of this year’s annual meeting).  If the date of the 2021 annual meeting is advanced by more than 30 days or delayed by more than 60 days from suchthe first anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of this year’s annual meeting, shareholders will be advised of such meeting is first made. Such stockholder’s notice shallchange and of the new date for submission of proposals.  All shareholder proposals must be delivered to the attention of the Company’s Secretary at our Baltimore offices located at 3600 O’Donnell Street, Suite 600, Baltimore, MD 21224.

Dated: April 9, 2020

APPENDIX A

This Appendix A includes our Tax Benefit Rights Agreement with Broadridge Corporate Solutions, Inc., dated as of May 5, 2015, as amended by Amendment No. 1, dated January 1, 2019 and Amendment No. 2, dated March 12, 2020.

MMA CAPITAL MANAGEMENT, LLC

and

BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.

as Rights Agent,

Tax Benefit Rights Agreement

Dated as of May 5, 2015

Table of Contents

TAX BENEFIT RIGHTS AGREEMENT

THIS TAX BENEFIT RIGHTS AGREEMENT (this “Agreement”) dated as of May 5, 2015, by and between MMA Capital Management, LLC, a Delaware limited liability company (the “Company”), and Broadridge Corporate Issuer Solutions, Inc. (the “Rights Agent”).

W I T N E S S E T H:

WHEREAS, the Company has generated net operating losses for United States federal income tax purposes (“NOLs”) and certain other tax benefits, such NOLs and certain other tax benefits may potentially provide valuable tax benefits to the Company, the Company desires to avoid an “ownership change” within the meaning of Section 382 (as defined below) and thereby preserve the ability to utilize fully such NOLs and certain other tax benefits; and

WHEREAS, on May 5, 2015 (the “Rights Dividend Declaration Date”), the board of directors of the Company (the “Board of Directors”) authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of Common Stock (as hereinafter defined) outstanding at the Close of Business (as hereinafter defined) on May 15, 2015 (the “Record Date”), each Right initially representing the right to purchase one share of Common Stock of the Company, upon the terms and subject to the conditions hereinafter set forth (a)(the “Rights”), and has further authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(p)) for each share of Common Stock that shall become outstanding between the Record Date (whether originally issued or delivered from the Company’s treasury) and the earlier of the Distribution Date and the Expiration Date (as such terms are hereinafter defined) or, in certain circumstances provided in Section 22, after the Distribution Date;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

Section 1.  Certain Definitions.  For purposes of this Agreement, the following terms have the meanings indicated:

“Acquiring Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, is or becomes the Beneficial Owner of 4.9% or more of the shares of Common Stock (which shall include any other interest that would be treated as “stock” of the Company for purposes of Section 382) then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, (iv) any Person organized, appointed or established by the Company for or pursuant to each person whom the stockholder proposesterms of any such plan, (v) any Grandfathered Person, or (vi) any Exempted Person; with respect to nominateclauses (v) and (vi), unless and until such time as such Person (together with all Affiliates and Associates of such Person) acquires the Beneficial Ownership of any additional Common Stock.  Notwithstanding the foregoing, no Person shall become an “Acquiring Person” as the result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 4.9% or more of the shares of Common Stock then outstanding; provided , however , that if a Person, other than those Persons excepted in clauses (i), (ii), (iii), (iv), (v) or (vi) of the preceding sentence shall become the Beneficial Owner of 4.9% or more of the shares of Common Stock then outstanding by reason of purchases of Common Stock by the Company and shall, other than by reason of such purchases by the Company, become the Beneficial Owner of any additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), then such Person shall be deemed to be an “Acquiring Person”.  In addition, the Board of Directors may, in its sole discretion, determine that any Exempted Person shall no longer be deemed to be an “Exempted Person” for electionany purposes of this Agreement at which time such Person shall be deemed to be an Acquiring Person.  Notwithstanding the foregoing, if the Board of Directors determines in good

faith that a Person who would otherwise be an “Acquiring Person”(as defined pursuant to the foregoing provisions of this paragraph) has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an “Acquiring Person”(as defined pursuant to the foregoing provisions of this paragraph), then such Person shall not be deemed to be an “Acquiring Person” for any purposes of this Agreement.

“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement and shall also include, with respect to any Person, any other Person whose Common Stock (or other interest that would be treated as “stock” of the Company for purposes of Section 382) would be deemed constructively owned by such first Person for purposes of Section 382, would be deemed owned by a single “entity” as defined in Treasury Regulation § 1.382-3(a)(1) in which both such Persons are included, or reelectionotherwise would be deemed aggregated with Common Stock owned by such first Person pursuant to the provisions of Section 382 and the Treasury Regulations thereunder.

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

A Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “beneficially own,” any securities that such Person directly owns, that such Person is deemed to constructively own under Section 382 and the Treasury Regulations thereunder (including pursuant to the “option” rules of Treasury Regulation Section 1.382-4), that such Person would be deemed to own together with any other Persons as a Director, all information relatingsingle “entity” under Treasury Regulation Section 1.382-3(a)(l), or that otherwise would be aggregated with securities owned by such Person pursuant to such personSection 382 and the Treasury Regulations thereunder; provided , however , that is required(x) nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be disclosedthe “Beneficial Owner” of, or to “beneficially own,” any securities acquired through such Person’s participation in solicitationsgood faith in a firm commitment underwriting until the expiration of proxies for electionforty (40) days after the date of Directors,such acquisition and (y) no officer or director of the Company shall be deemed to beneficially own any securities of any other Person solely by virtue of any actions that such officer or director takes in such capacity.

“Board of Directors” shall have the meaning set forth in the recitals of this Agreement.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of Maryland are authorized or obligated by law or executive order to close.

“Close of Business” on any given date shall mean 5:00 p.m., Baltimore, Maryland time, on such date, provided , however , that if such date is otherwise required,not a Business Day it shall mean 5:00 p.m., Baltimore, Maryland time, on the next succeeding Business Day.

“Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.

“Common Stock” shall mean the common stock, no par value per share, of the Company or any capital stock or other equity interest into which such common stock may be reclassified or exchanged.

“Company” has the meaning set forth in each case pursuantthe preamble to Regulation 14A underthis Agreement.

“Current Market Price” shall have the meaning set forth in Section 11(d).

“Distribution Date” shall have the meaning set forth in Section 3(a).

“Equivalent Stock” shall have the meaning set forth in Section 11(b).

“Exchange Act” shall mean the Securities and Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a brief descriptionamended.

Article III“Exchange Ratio” shall have the meaning set forth in Section 24(a).

BOARD OF DIRECTORS

Section 3.01 General Powers. The business“Exempted Person” shall mean any Person who or which would otherwise be an Acquiring Person but whose Beneficial Ownership (together with all Affiliates and affairsAssociates of such Person) of 4.9% or more of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures,Common Stock would not, inconsistent with the Certificate of Incorporation, these by-laws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.02 Number; Term of Office. Subject to the rights of the holders of one or more series of preferred stock then outstanding, the total number of Directors constituting the entire Board of Directors of the Corporation shall not be less than five nor more than 15, with the then-authorized number of Directors fixed from time to timedetermined by the Board of Directors. At least a majority of the Directors in officeits sole discretion, jeopardize, endanger or limit (in timing or amount) the availability to the Company of its Tax Benefits, at any point in time must be individuals who are not employed by the Corporation or by any affiliate of the Corporation. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.

Section 3.03 Newly Created Directorships and Vacancies. Subjectprior to the rightstime at which the Company’s right of the holders of one or more series of preferred stock then outstanding any newly created directorships resulting fromredemption expires pursuant to Section 23(a); provided, however, that such a Person will cease to be an increase in the authorized number of Directors“Exempted Person” and any vacancies occurring inwill become an “Acquiring Person” if the Board of Directors subsequently makes a contrary determination.

“Exempted Transaction” shall be filled solely by the affirmative votes of a majority of the remaining members ofmean any transaction that the Board of Directors although less than a quorum, or by adetermines, in its sole remaining director and shall not be filled by the stockholders. A director so electeddiscretion, is an “Exempted Transaction,” which determination shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal.irrevocable.

“Expiration Date” shall have the meaning set forth in Section 3.04 Resignation. Any director may resign at7(a).

“Final Expiration Date” shall have the meaning set forth in Section 7(a).

“Grandfathered Person” shall mean any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect atPerson who would otherwise be an Acquiring Person as of the date of receiptthis Agreement; provided, however, that such Person shall cease to be a “Grandfathered Person” at such time as the Beneficial Ownership of Common Stock of such noticePerson increases without the Prior Written Approval of the Company, other than any increase pursuant to or as a result of (i) a reduction in the amount of Common Stock outstanding, (ii) any unilateral grant of any Common Stock by the CorporationCompany, (iii) any issuance of Common Stock by the Company or at such later time as is therein specified.any share dividend, share split or similar transaction effected by the Company in which all holders of Common Stock are treated equally or (v) any Exempted Transaction.

“OTCBB” shall have the meaning set forth in Section 3.05 Removal. Except for11(d).

“Person” shall mean any individual, firm, limited liability company, corporation, partnership, trust or other entity and shall include any successor (by merger or otherwise) of such additional Directors, if any, as may be electedentity.

“Prior Written Approval of the Company” shall mean prior express written consent of the Company to the action in question, executed on behalf of the Company by a duly authorized officer of the holders of any series of preferred stock, any Director or the entire Board of Directors may be removed from office only for cause and onlyCompany following express approval by the affirmative voteaction of at least a majority of the total voting powerBoard of Directors.

“Purchase Price” shall have the meaning set forth in Section 4(a).

“Record Date” shall have the meaning set forth in the recitals of this Agreement.

“Redemption Price” shall have the meaning set forth in Section 23(a).

“Rights” shall have the meaning set forth in the recitals of this Agreement.

“Rights Agent” shall have the meaning set forth in the preamble of this Agreement.

“Rights Certificates” shall have the meaning set forth in Section 3(a).

“Rights Dividend Declaration Date” shall have the meaning set forth in the recitals of this Agreement.

“Section 382” shall mean Section 382 of the outstanding shares of the capital stock of the Corporation entitled to vote inCode or any annual election of Directorssuccessor or class of directors, voting together as a single class.replacement provision.

Section 3.06 Fees and Expenses. Directors“Securities Act” shall receive such fees and expensesmean the Securities Act of 1933, as the Boardamended.

Section 3.07 Regular Meetings. The Board of Directors from time to time may by resolution provide for the holding of regular meetings and fix the place (which may be within or without the State of Delaware) and the date and hour of such meetings. Notice of regular meetings need not be given; provided, that if the Board of Directors“Stock Acquisition Date” shall fix or change the time or place of any regular meeting, notice of such action shall be mailed, given by telephone, hand delivered or sent by email or facsimile promptly, to each Director who shall not have been present at the meeting at which such action was taken. Notice of such action need not be given to any Director who attendsmean the first regular meeting after such action is takendate of public announcement (which, for purposes of this definition, shall include, without protestinglimitation, a report filed pursuant to Section 13(d) under the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting.

Section 3.08 Special Meetings. Special meetings of the Board of Directors may be held at such times and at such places as may be determinedExchange Act) by the Chairman of the BoardCompany or the Chief Executive Officer on at least 24 hours’ notice to each director given by one of the means specified in Section 3.11 hereof other than by mailan Acquiring Person indicating that an Acquiring Person has become such or on at least three days’ notice if given by mail. Special meetings shall be called by the Chairman of the Board or the Chief Executive Officer in like manner and on like notice on the written request of any two or more directors.

Section 3.09 Telephone Meetings. Board of Directors or Board of Directors committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a director in a meeting pursuant to this Section 3.09 shall constitute presence in person at such meeting.

Section 3.10 Adjourned Meetings. A majority of the directors present at any meeting of the Board of Directors, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours’ notice of any adjourned meeting of the Board of Directors shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.11 hereof other than by mail, or at least three days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meetingearlier date as originally called.

Section 3.11 Notices. Subject to Section 3.08, Section 3.10 and Section 3.12 hereof, whenever notice is required to be given to any director by applicable law, the Certificate of Incorporation or these by-laws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director’s address as it appears on the records of the Corporation, facsimile, e-mail or by other means of electronic transmission.

Section 3.12 Waiver of Notice. Whenever notice to directors is required by applicable law, the Certificate of Incorporation or these by-laws, a waiver thereof, in writing signed by, or by electronic transmission by, the director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board of Directors or committee meeting need be specified in any waiver of notice.

Section 3.13 Organization. At each meeting of the Board of Directors, the Chairman or, in his or her absence, another director selected by the Board of Directors shall preside. The Secretary shall act as Secretary at each meeting of the Board of Directors. If the Secretary is absent from any meeting of the Board of Directors, an Assistant Secretary shall perform the duties of Secretary at such meeting; and in the absence from any such meeting of the Secretary and all Assistant Secretaries, the person presiding at the meeting may appoint any person to act as Secretary of the meeting.

Section 3.14 Quorum of Directors. The presence of a majority of the Board of Directors shall become aware of the existence of an Acquiring Person; provided that if a Person is determined to be an Exempted Person (and as a result such Person is not an Acquiring Person), then the Stock Acquisition Date that otherwise shall have occurred shall be deemed not to have occurred.

“Subsidiary” shall mean, with reference to any Person, any corporation or other entity of which an amount of voting securities sufficient to elect at least a majority of the directors of such corporation or other entity is beneficially owned, directly or indirectly, by such Person, or otherwise controlled by such Person.

“Summary of Rights” shall have the meaning set forth in Section 3(b).

“Tax Benefits” shall mean NOLs, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers, foreign tax credit carryovers, any loss or deduction attributable to a “net unrealized built-in loss” within the meaning of Section 382, of the Company or any of its Subsidiaries and any other attribute the benefit of which is subject to possible limitation under Section 382 or Section 383 of the Code.

“Trading Day” shall have the meaning set forth in Section 11(d).

“Treasury Regulations” shall mean the final, temporary and proposed regulations promulgated by the United States Department of the Treasury under the Code as amended or superseded from time to time.

“Trust” shall have the meaning set forth in Section 24(a).

“Trust Agreement” shall have the meaning set forth in Section 24(a).

Section 2.  Appointment of Rights Agent.  The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the terms and conditions of this Agreement, and the Rights Agent hereby accepts such appointment.  The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable.

Section 3.  Issue of Rights Certificates.

(a)        Until the Close of Business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) (such date being the “Distribution Date”), (x) the Rights will be evidenced by the certificates for the Common Stock registered in the names of the holders of the Common Stock (or, in the case of uncertificated Common Stock by the book-entry account that evidences record ownership of such Common Stock) (which certificates or book-entries for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates (or book entries) and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company).  Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, a transfer recorded in the book-entry accounts that evidence record ownership) in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock.  The Company must promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information.  As soon as practicable after the Rights Agent is notified of the Distribution Date and receives such information, the Rights Agent will send by first-class mail, to each record holder of the Common Stock as of the Close of

Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein.  In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights.  As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

(b)        The Company will make available, as promptly as practicable, a copy of a Summary of Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to any holder of Rights who may so request from time to time prior to the Expiration Date.

(c)        Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22, after the Distribution Date.  Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend substantially in the following form:

This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Tax Benefit Rights Agreement between MMA Capital Management, LLC (the “Company”) and Broadridge Corporate Issuer Solutions, Inc. (the “Rights Agent”) dated as of _________________, 2015, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company.  Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate.  The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor.  Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who or which is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.

With respect to any book-entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law.  Until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by certificates or by book-entries that evidence record ownership shall be evidenced by such certificates and book-entries alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such Common Stock represented by such certificates or book-entries shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates and book-entries.  In the event the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding.  The omission or failure to send notice of any legend described in this Section 3 shall not affect the status, validity or enforceability of any part of this Agreement or the rights of any holder of the Rights.

Section 4.  Form of Rights Certificates.

(a)        The Rights Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof) shall each be substantially in the form set forth in Exhibit A and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are

not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage.  Subject to the provisions of Section 11 and Section 22, the Rights Certificates, whenever distributed, shall be dated as of the Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the date of the stock certificate (or, with respect to uncertificated shares of Common Stock, dated the date of issuance of the shares indicated in the books of the registrar and transfer agent) evidencing such shares, and on their face shall entitle the holders thereof to purchase one share of Common Stock for each share of Common Stock represented by such stock certificate at the price set forth therein (such exercise price per one share of Common Stock, the “Purchase Price”), but the amount of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment from time to time as provided in Section 11.

(b)        Any Rights Certificate issued pursuant to Section 3(a) or Section 22 that represents Rights beneficially owned by any Person known to be:  (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any Affiliate or Associate thereof) to holders of equity interests in such Acquiring Person (or any Affiliate or Associate thereof) or to any Person with whom such Acquiring Person (or any Affiliate or Associate thereof) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of Section 7(e), and any Rights Certificate issued pursuant to Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) the following legend:

The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement).  Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement.

The absence of the foregoing legend on any Rights Certificate shall in no way affect any of the other provisions of this Agreement, including the provisions of Section 7(e).

Section 5.  Countersignature and Registration.

(a)        Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature.  Rights Certificates shall be countersigned manually or by facsimile signature by the Rights Agent and shall not be valid for any purpose unless so countersigned.  In case any officer of the Company who shall have signed or attested any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed or attested such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed or attested on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign or attest such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

(b)        Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Rights Certificates issued hereunder.  Such books shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the certificate number and the date of each of the Rights Certificates.

Section 6.  Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.

(a)        Subject to the provisions of Section 4(b), Section 7(e) and Section 14, at any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business on the Expiration Date, any Rights Certificate or Certificates (other than Rights Certificates representing Rights that have become null and void pursuant to Section 7(e) or that have been exchanged pursuant to Section 24) may be transferred, split up, combined or exchanged for another Rights Certificate or Certificates, entitling the registered holder to purchase a like number of shares of Common Stock (or, if applicable, other securities, cash or other assets, as the case may be) as the Rights Certificate or Certificates surrendered then entitled such holder (or former holder in the case of a transfer) to purchase.  Any registered holder desiring to transfer, split up, combine or exchange any Rights Certificate or Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Rights Certificate or Certificates to be transferred, split up, combined or exchanged at the principal office or offices of the Rights Agent designated for such purpose.  Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.  Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), Section 14 and Section 24, countersign and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested.  The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Rights Certificates.

(b)        Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a valid Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security satisfactory to them, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Rights Certificates if mutilated, the Company will prepare, execute and deliver a new Rights Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

Section 7.  Exercise of Rights; Purchase Price; Expiration Date of Rights.

(a)        Subject to Section 7(e), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a)) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of shares of Common Stock (or, if applicable, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the Close of Business on May 5, 2020 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23, (iii) the time at which such Rights are exchanged pursuant to Section 24, (iv) the Close of Business on any date set by the Board of