] Shares ZAIS FINANCIAL CORP. Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • February 7th, 2013 • ZAIS Financial Corp. • Real estate investment trusts • New York
Pursuant to the Agreement of Limited Partnership of ZAIS Financial Partners, L.P. (the “Operating Partnership”), dated as of July 29, 2011, as amended by the Amendment to Agreement of Limited Partnership of ZAIS Financial Partners, L.P., dated as of August 3, 2011, and the Second Amendment to Agreement of Limited Partnership of ZAIS Financial Partners, L.P., dated as of October 11, 2012, and the Third Amendment to Agreement of Limited Partnership of ZAIS Financial Partners, L.P., dated as of December 13, 2012 (collectively, the “OP Agreement”), upon receipt of the net proceeds of (a) the sale of the Firm Shares on the Closing Date (as defined below) and (b) any and all Option Shares on the Option Closing Date (as defined below), the Company will contribute such net proceeds to the Operating Partnership in exchange for a number of units of limited partner interest in the Operating Partnership (the “OP Units”) that is equivalent to the number of Firm Shares or Option Shares, respectively
