0001144204-16-129429 Sample Contracts

FIFTH AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF ZAIS FINANCIAL PARTNERS, L.P.
Agreement of Limited Partnership • October 25th, 2016 • ZAIS Financial Corp. • Real estate investment trusts • Delaware

This Fifth Amendment (this "Amendment"), to the Agreement of Limited Partnership of ZAIS Financial Partners, L.P. (the "Partnership"), as amended, is made and entered as of July 1, 2016 by ZAIS Financial Corp., a Maryland corporation (the "General Partner").

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AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 25th, 2016 • ZAIS Financial Corp. • Real estate investment trusts • Maryland

AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER, dated as of August 4, 2016 (this “Amendment”), by and among ZAIS FINANCIAL CORP., a Maryland corporation that has elected to be treated as a real estate investment trust for federal income tax purposes (“Company”), ZAIS Financial Partners, L.P., a Delaware limited partnership and the operating partnership of Company (“Company Operating Partnership”), ZAIS MERGER SUB, LLC, a Delaware limited liability company and a wholly owned subsidiary of Company (“Merger Sub”), SUTHERLAND ASSET MANAGEMENT CORPORATION, a Maryland corporation that has elected to be treated as a real estate investment trust for federal income tax purposes (“Sutherland”), and SUTHERLAND PARTNERS, L.P., a Delaware limited partnership (“Sutherland Operating Partnership”). Each of Company, Company Operating Partnership, Merger Sub, Sutherland and Sutherland Operating Partnership is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized t

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