Zais Group/Zais Financial Trademark License Agreement 

       This Zais Group/Zais Financial
Trademark License Agreement (“Agreement”), is entered into as of the 5th day of February, 2013
(“Effective Date”), by and between the Parties, 

       ZAIS Group, LLC, a Delaware limited
liability company, having a principal place of business at Two Bridge Avenue,
Suite 322, Red Bank, New Jersey 07701-1106 (“ZAIS Group”), and 

       ZAIS Financial Corp., a Maryland
corporation with offices at Two Bridge Avenue, Suite 322, Red Bank, New Jersey
07701-1106 (“ZFC”), 

and the Parties agree as follows:


A R T I C L E 1 
BACKGROUND AND
DEFINITIONS

      
1.1 ZAIS Group has
adopted, is using, and is the owner of the Licensed Mark (as defined in Article
1.6) in the United States for financial services. 

      
1.2 ZFC is a Real
Estate Investment Trust managed by a subsidiary of ZAIS Group. 

      
1.3 ZFC desires to
use the Licensed Mark as part of the trade name ZAIS Financial Corp. and in
connection with the Licensed Services (as defined in Article 1.8) . 

      
1.4 ZAIS Group
desires to license the Licensed Mark on a limited purpose, fully revocable basis
to ZFC to be used as part of the trade name ZAIS Financial Corp. and in
connection with the Licensed Services subject to the terms and conditions set
forth in this Agreement.

      
1.5 “Control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a person or entity, whether
through the ownership of voting securities, by contract or otherwise.

      
1.6 “Licensed
Mark” means the mark ZAIS. 

      
1.7 “Licensed
Trade Name” means the corporate name ZAIS Financial Corp. and any variation
thereof including the term ZAIS that is used by Licensed Users, including in
relation to the website addresses zaisfinancial.com and zaisfinancialcorp.com.


      
1.8 “Licensed
Services” means real estate finance products and services offered in the United
States by Licensed Users. 

      
1.9 “Licensed
User” and “Licensed Users” means ZFC and ZFC’s Subsidiaries. 

      
1.10 “Subsidiary”
means any corporation, company or other legal entity: 

       1.10.1 more than fifty percent (50%) of whose
shares or outstanding securities (representing the right to vote for the
election of directors or other managing authority) are, now or hereafter,
Controlled, directly or indirectly by a party hereto, but such entity shall be
deemed to be a Subsidiary for the purposes of this Agreement only so long as
such Control exists; or 

       1.10.2 which does not have outstanding shares or
securities, as may be the case in a partnership, joint venture, or
unincorporated association, but more than fifty percent (50%) of whose ownership
interest representing the right to make decisions for such entity is now or
hereafter, Controlled, directly or indirectly by a party hereto, but such entity
shall be deemed to be a Subsidiary for the purposes of this Agreement only so
long as such Control exists.

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A R T I C L E 2 
LICENSE GRANT AND
CONDITIONS OF LICENSED USE 

      
2.1 ZAIS Group
hereby grants Licensed Users a nonexclusive, nontransferable, nonsublicensable,
fully revocable, royalty-free limited purpose license to use and display the
Licensed Trade Name and the Licensed Mark in the United States solely in
connection with the Licensed Services. 

      
2.2 All use of the
Licensed Mark by Licensed Users, and all goodwill associated with such use,
shall inure to the benefit of ZAIS Group. 

      
2.3 Licensed Users
shall use the Licensed Mark in a form which is in accordance with sound
trademark practice so as not to weaken the value of the Licensed Mark. Licensed
Users shall use the Licensed Mark in a manner that does not derogate, based on
an objective business standard, ZAIS Group’s rights in the Licensed Mark or the
value of the Licensed Mark, and shall take no action that would, based on an
objective standard, interfere with, diminish or tarnish those rights or
value.

      
2.4 The Licensed
Mark shall remain the exclusive property of ZAIS Group and nothing in this
Agreement shall give Licensed Users any right or interest in the Licensed Mark
except the licenses expressly granted in this Agreement. 

      
2.5 All of ZAIS
Group’s rights in and to the Licensed Mark, including, but not limited to, the
right to use and to grant others the right to use the Licensed Mark, are
reserved by ZAIS Group. 

      
2.6 No license,
right, or immunity is granted by either party to the other, either expressly or
by implication, or by estoppel, or otherwise with respect to any trademarks,
copyrights, or trade dress, or other property right, other than with respect to
the Licensed Trade Name and the Licensed Mark in accordance with Article 2.1 of
this Agreement. 

      
2.7 Licensed Users
acknowledge that ZAIS Group is the sole owner of all right, title and interest
in and to the Licensed Mark, and that Licensed Users have not acquired, and
shall not acquire, any right, title or interest in or to the Licensed Mark
except the right to use the Licensed Mark in accordance with the terms of this
Agreement. 

      
2.8 Licensed Users
shall not register the Licensed Mark in any jurisdiction without ZAIS Group’s
express prior written consent, and ZAIS Group shall retain the exclusive right
to apply for and obtain registrations for the Licensed Mark throughout the
world. 

      
2.9 Licensed Users
shall not challenge the validity of the Licensed Mark, nor shall Licensed Users
challenge ZAIS Group’s ownership of the Licensed Mark or the enforceability of
ZAIS Group’s rights therein.

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2.10 Licensed
Users shall designate the first or a prominent use of the Licensed Mark in all
promotional materials, documents, brochures, and/or manuals with the symbol
“SM”. 

      
2.11 Licensed
Users agree to cooperate with ZAIS Group’s preparation and filing of any
applications, renewals or other documentation necessary or useful to protect
and/or enforce ZAIS Group’s intellectual property rights in the Licensed Mark.


       2.11.1 Licensed Users shall notify ZAIS Group
promptly of any actual or threatened infringements, imitations or unauthorized
uses of the Licensed Mark of which Licensed Users become aware. 

       2.11.2 ZAIS Group shall have the sole right,
though it is under no obligation, to bring any action for any past, present and
future infringements of its intellectual property rights in the Licensed
Mark. 

       2.11.3 Licensed Users shall cooperate with ZAIS
Group, at ZAIS Group’s expense for any out-of-pocket costs incurred by Licensed
Users, in any efforts by ZAIS Group to enforce its rights in the Licensed Mark
or to prosecute third party infringers of the Licensed Mark.

       2.11.4 ZAIS Group shall be entitled to retain
any and all damages and other monies awarded or otherwise paid in connection
with any such action.

      
2.12 Quality
Control. In order to promote the goodwill
symbolized by the Licensed Mark, Licensed Users will insure that the Licensed
Services shall be of the same high quality as the services marketed or otherwise
provided by ZAIS Group. 

       2.12.1 Licensed Users shall use the Licensed
Mark only in connection with services that meet or exceed generally accepted
industry standards of quality and performance. 

       2.12.2 ZAIS Group shall have the right to
monitor the quality of the services provided and promotional materials used by
Licensed Users, and Licensed Users shall use reasonable efforts to assist ZAIS
Group in monitoring the quality of the services provided and promotional
materials used by Licensed Users. 

       2.12.3 From time to time and upon ZAIS Group’s
request, Licensed Users shall submit to ZAIS Group samples of all materials
bearing the Licensed Mark, including, without limitation, any advertising,
packaging and other publicly disseminated materials. 

       2.12.4 If ZAIS Group discovers any improper use
of the Licensed Mark on any such submission and delivers a writing describing in
detail the improper use to ZFC, Licensed Users shall remedy the improper use
immediately.

A R T I C L E 3 
TERM AND TERMINATION 

      
3.1 Either party
may terminate this Agreement by giving the other party thirty (30) days’ prior
written notice. 


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3.2 This Agreement
and all rights and licenses granted under this Agreement shall terminate as soon
as practicable, but no longer than thirty (30) days, after: 

       3.2.1
A third party acquires Control of ZFC;
or 

       3.2.2
ZAIS Group or any Subsidiary of ZAIS Group ceases
to manage ZFC. 

      
3.3 In the event
that ZFC loses Control of a Subsidiary, all rights and licenses granted to the
former Subsidiary under this Agreement shall immediately terminate. 

      
3.4 Upon
termination of this agreement, Licensed Users shall immediately cease use of the
Licensed Trade Name and Licensed Mark as soon as practicable, but no longer than
thirty (30) days, after termination. 

A R T I C L E 4 
GENERAL PROVISIONS 

      
4.1 Indemnification. Licensed Users, at
Licensed Users’ own expense, shall indemnify, hold harmless and defend ZAIS
Group, its affiliates, successors and assigns, and its and their directors,
officers, employees and agents, against any claim, demand, cause of action,
debt, expense or liability (including attorneys’ fees and costs), to the extent
that the foregoing (a) is based on a claim resulting solely from any service
provided or offered by Licensed Users, (b) results from a material breach, or is
based on a claim that, if true, would be a material breach, of this Agreement by
Licensed Users, or (c) is based upon Licensed Users’ unauthorized or improper
use of the Licensed Mark. 

      
4.2 LIMITATION
OF WARRANTY AND LIABILITY. ZAIS GROUP DOES
NOT MAKE WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, RELATED TO OR ARISING
OUT OF THE LICENSED MARK OR THIS AGREEMENT. 

       4.2.1
ZAIS GROUP SPECIFICALLY DISCLAIMS ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT, AND/OR TITLE, AND ALL OTHER WARRANTIES THAT MAY OTHERWISE
ARISE FROM COURSE OF DEALING, USAGE OF TRADE OR CUSTOM. 

       4.2.2
IN NO EVENT SHALL ZAIS GROUP OR ANY OF ITS
DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, SUPPLIERS OR OTHER REPRESENTATIVES BE
LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS
OF PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR
MALFUNCTION OR OTHERWISE, ARISING FROM OR RELATING TO THIS AGREEMENT OR THE
LICENSED MARK, EVEN IF ZAIS GROUP IS EXPRESSLY ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN
DAMAGES SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY
REMEDIES AVAILABLE TO EITHER PARTY. 

      
4.3 Non-Transferable Agreement. Licensed
Users may not assign this Agreement and/or any rights and/or obligations
hereunder without the prior written consent of ZAIS Group and any such attempted
assignment shall be void.

      
4.4 Remedies. Licensed Users acknowledge
that a material breach of Licensed Users’ obligations under this Agreement would
cause ZAIS Group irreparable damage. Accordingly, Licensed Users agree that in
the event of such breach or threatened breach, in addition to remedies at law,
ZAIS Group shall have the right to enjoin Licensed Users from the unlawful
and/or unauthorized use of the Licensed Trade Name and/or the Licensed Mark and
other equitable relief to protect ZAIS Group’s rights in the Licensed
Mark.

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4.5 Integration. This Agreement contains
the entire agreement of the parties. No promise, inducement, representation or
agreement, other than as expressly set forth herein, has been made to or by the
Parties hereto. All prior agreements and understandings related to the subject
matter hereof, whether written or oral, are expressly superseded hereby and are
of no further force or effect. 

     
4.6 Binding
Agreement. This Agreement shall be binding
upon the Parties’ permitted assigns and successors and references to each party
shall include such assigns and successors. 

     
4.7 Amendment. This Agreement cannot be
altered, amended or modified in any respect, except by a writing duly signed by
both Parties. 

     
4.8 No Strict
Construction. The normal rule of construction
to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement. Headings are for
reference and shall not affect the meaning of any of the provisions of this
Agreement. 

     
4.9 Waiver. At no time shall any failure
or delay by either party in enforcing any provisions, exercising any option, or
requiring performance of any provisions, be construed to be a waiver of same.


     
4.10 Governing
Law and Jurisdiction. The provisions of this
Agreement shall be governed by and construed in accordance with the laws of the
State of New York (excluding any conflict of law rule or principle that would
refer to the laws of another jurisdiction). Each party hereto irrevocably
submits to the jurisdiction of the state and federal courts located in New York,
in any action or proceeding arising out of or relating to this Agreement, and
each party hereby irrevocably agrees that all claims in respect of any such
action or proceeding must be brought and/or defended in any such court;
provided, however, that matters which are under the exclusive jurisdiction of
the federal courts shall be brought in the Federal District Court for the
District of New York. Each party hereto consents to service of process by any
means authorized by the applicable law of the forum in any action brought under
or arising out of this Agreement, and each party irrevocably waives, to the
fullest extent each may effectively do so, the defense of an inconvenient forum
to the maintenance of such action or proceeding in any such court. 

     
4.11 Attorney’s
Fees. In the event any suit or other legal
proceeding is brought for the enforcement of any of the provisions of this
Agreement, the Parties hereto agree that the prevailing party shall be entitled
to recover from the other party upon final judgment on the merits reasonable
attorneys’ fees (and sales taxes thereon, if any), including attorneys’ fees for
any appeal, and costs incurred in bringing such suit or proceeding. 

     
4.12 Relationship of the Parties. Nothing
in this Agreement will be construed as creating a joint venture, partnership, or
employment relationship between ZAIS Group and ZFC or any of ZFC’s Subsidiaries.
Neither party will have the right, power or implied authority to create any
obligation or duty on behalf of the other party. 

     
4.13 Notices. Unless otherwise specified in
this Agreement, all notices shall be in writing and delivered personally,
mailed, first class mail, postage prepaid, or delivered by confirmed electronic
or digital means, to the addresses set forth at the beginning of this Agreement
and to the attention of the undersigned. Either party may change the addresses
or addressees for notice by giving notice to the other. All notices shall be deemed given on
the date personally delivered, when placed in the mail as specified or when
electronic or digital confirmation is received.

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4.14 Counterparts. This Agreement may be
executed in counterparts, by manual or facsimile signature, each of which will
be deemed an original and all of which together will constitute one and the same
instrument. 

[SIGNATURE PAGES FOLLOW] 

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IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed as of the date first written above.


		ZAIS
      FINANCIAL CORP. 

			 
 
	 	By:	       /s/ Michael
      Szymanski
			Name: Michael Szymanski
			Title: Chief Executive Officer
		 
 

		
      ZAIS GROUP, LLC
      

			 
 
	 	By:   	       /s/ Michael
      Szymanski
			Name: Michael Szymanski
			Title:
President




[Signature Page to License Agreement]