Form of Indemnification Agreement INDEMNIFICATION AGREEMENTIndemnification Agreement • November 4th, 2016 • ZAIS Financial Corp. • Real estate investment trusts • Maryland
WHEREAS, Sutherland Asset Management Corporation (the “Prior Entity”) intends to merge into a wholly owned subsidiary of ZAIS Financial Corporation, whereby the combined company will be renamed Sutherland Asset Management Corporation (the “Company”), and pursuant to Section 18(c) hereof, the Company desires to enter into this Agreement with [•] (“Indemnitee”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPMerger Agreement • November 4th, 2016 • ZAIS Financial Corp. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUTHERLAND PARTNERS, L.P. (formerly known as ZAIS Financial Partners, L.P.), dated as of October 31, 2016 (this “Agreement”) is entered into by and among SUTHERLAND ASSET MANAGEMENT CORPORATION (formerly known as ZAIS Financial Corp.), a Maryland corporation (the “General Partner”), and the limited partner(s) listed on Exhibit A hereto (each a “Limited Partner”).
AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • November 4th, 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
