0001047469-13-000461 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 28th, 2013 • ZAIS Financial Corp. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 13th day of December, 2012, by and between ZAIS Financial Corp., a Maryland corporation (the “Company”), and Steven Haber (“Indemnitee”).

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AGREEMENT OF LIMITED PARTNERSHIP OF ZAIS FINANCIAL PARTNERS, L.P. a Delaware limited partnership
Limited Partnership Agreement • January 28th, 2013 • ZAIS Financial Corp. • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF ZAIS FINANCIAL PARTNERS, L.P., dated as of July 29, 2011 is entered into by and among ZAIS FINANCIAL CORP., a Maryland corporation (the “General Partner”), and the limited partner(s) listed on Exhibit A hereto (each a “Limited Partner”).

FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 28th, 2013 • ZAIS Financial Corp. • Real estate investment trusts • New York

This First Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into this 13th day of December, 2012, among ZAIS Financial Corp., a Maryland corporation (the “Company”), ZAIS REIT Management, LLC, a Delaware limited liability company (the “Advisor”), and certain persons listed on Schedule I hereto (such persons, in their capacities as holders of Registrable Shares (as defined below), the “Holders,” and each a “Holder”).

SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 28th, 2013 • ZAIS Financial Corp. • Real estate investment trusts • New York

THIS SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT is made as of December 13, 2012 by and among ZAIS FINANCIAL CORP., a Maryland corporation (the “Company”), ZAIS Financial Partners, L.P., a Delaware partnership (the “Operating Partnership”), ZAIS Asset I, LLC, a Delaware limited liability company (“Asset I”), ZAIS Asset II, LLC, a Delaware limited liability company (“Asset II”), ZAIS Asset III, LLC, a Delaware limited liability company (“Asset III”), ZAIS Asset IV, LLC, a Delaware limited liability company and ZAIS REIT Management, LLC, a Delaware limited liability company (together with its permitted assignees, the “Advisor”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 28th, 2013 • ZAIS Financial Corp. • Real estate investment trusts • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into this 3rd day of August, 2011, among ZAIS Financial Corp., a Maryland corporation (the “Company”), ZAIS Group, LLC, a Delaware limited liability company (“ZAIS Group”) and certain persons listed on Schedule I hereto (such persons, in their capacities as holders of Registrable Shares (as defined below), the “Holders,” and each a “Holder”).

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