INDEMNIFICATION
AGREEMENT 

       THIS
INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into
as of the 7th day of February, 2013, by and between ZAIS Financial
Corp., a Maryland corporation (the “Company”), and Marran Ogilvie
(“Indemnitee”). 

      
WHEREAS, at the request of the Company, Indemnitee currently serves as a
director and/or officer of the Company and may, therefore, be subjected to
claims, suits or proceedings arising as a result of her service; and 

      
WHEREAS, as an inducement to Indemnitee to continue to serve as such director
and/or officer, the Company has agreed to indemnify and to advance expenses and
costs incurred by Indemnitee in connection with any
such        claims, suits or proceedings, to
the maximum extent permitted by law; and 

      
WHEREAS, the parties by this Agreement desire to set forth their agreement
regarding indemnification and advance of expenses; and 

       NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows: 

      
Section 1. Definitions. For purposes of this
Agreement: 

      
(a) “Change in Control” means a change in control of the Company occurring after the
Effective Date of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item
on any similar schedule or form) promulgated under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), whether or not the Company is
then subject to such reporting requirement; provided, however, that, without
limitation, such a Change in Control shall be deemed to have occurred if, after
the Effective Date (i) any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 15% or more of the combined voting power of all of the
Company’s then-outstanding securities entitled to vote generally in the election
of directors without the prior approval of at least two-thirds of the members of
the Board of Directors in office immediately prior to such person’s attaining
such percentage interest; (ii) the Company is a party to a merger,
consolidation, sale of assets, plan of liquidation or other reorganization not
approved by at least two-thirds of the members of the Board of Directors then in
office, as a consequence of which members of the Board of Directors in office
immediately prior to such transaction or event constitute less than a majority
of the Board of Directors thereafter; or (iii) at any time, a majority of the
members of the Board of Directors are not individuals (A) who were directors as
of the Effective Date or (B) whose election by the Board of Directors or
nomination for election by the Company’s stockholders was approved by the
affirmative vote of at least two-thirds of the directors then in office who were
directors as of the Effective Date or whose election or nomination for election
was previously so approved. 







      
(b) “Corporate Status” means the status of a person as a present or former
director, officer, employee or agent of the Company or as a director, trustee,
officer, partner, manager, managing member, fiduciary, employee or agent of any
other foreign or domestic corporation, partnership, limited liability company,
joint venture, trust, employee benefit plan or other enterprise that such person
is or was serving in such capacity at the request of the Company. As a
clarification and without limiting the circumstances in which Indemnitee may be
serving at the request of the Company, service by Indemnitee shall be deemed to
be at the request of the Company if Indemnitee serves or served as a director,
trustee, officer, partner, manager, managing member, fiduciary, employee or
agent of any corporation, partnership, limited liability company, joint venture,
trust, employee benefit plan or other enterprise (i) of which a majority of the
voting power or equity interest is owned directly or indirectly by the Company
or (ii) the management of which is controlled directly or indirectly by the
Company. 

      
(c) “Disinterested Director” means a director of the Company who is not and was not a
party to the Proceeding in respect of which indemnification and/or advance of
Expenses is sought by Indemnitee. 

      
(d) “Effective Date” means the date set forth in the first paragraph of this
Agreement. 

      
(e) “Expenses” means any and all reasonable and out-of-pocket attorneys’ fees and
costs, retainers, court costs, transcript costs, fees of experts, witness fees,
travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, federal, state, local or foreign taxes
imposed on Indemnitee as a result of the actual or deemed receipt of any
payments under this Agreement, ERISA excise taxes and penalties and any other
disbursements or expenses incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a
witness in or otherwise participating in a Proceeding. Expenses shall also
include Expenses incurred in connection with any appeal resulting from any
Proceeding including, without limitation, the premium, security for and other
costs relating to any cost bond, supersedes bond or other appeal bond or its
equivalent.

      
(f) “Independent Counsel” means a law firm, or a member of a law firm, that is
experienced in matters of corporation law and neither is, nor in the past five
years has been, retained to represent: (i) the Company or Indemnitee in any
matter material to either such party (other than with respect to matters
concerning Indemnitee under this Agreement or of other indemnitees under similar
indemnification agreements), or (ii) any other party to or participant or
witness in the Proceeding giving rise to a claim for indemnification or advance
of Expenses hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.

      
(g) “Proceeding” means any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other proceeding, whether brought by or in the right of the
Company or otherwise and whether of a civil (including intentional or
unintentional tort claims), criminal, administrative or investigative (formal or
informal) nature, including any appeal therefrom, except one pending or
completed on or before the Effective Date, unless otherwise specifically agreed
in writing by the Company and Indemnitee. If Indemnitee reasonably believes that
a given situation may lead to or culminate in the institution of a Proceeding,
such situation shall also be considered a Proceeding.

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Section 2. Services by Indemnitee. Indemnitee
will serve as a director and/or officer of the Company. However, this Agreement
shall not impose any independent obligation on Indemnitee or the Company to
continue Indemnitee’s service to the Company. This Agreement shall not be deemed
an employment contract between the Company (or any other entity) and Indemnitee.


      
Section 3. General. The Company shall indemnify,
and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b)
otherwise to the maximum extent permitted by the laws of the State of Maryland
in effect on the Effective Date and as amended from time to time; provided,
however, that no change in the laws of the State of Maryland shall have the
effect of reducing the benefits available to Indemnitee hereunder based on the
laws of the State of Maryland as in effect on the Effective Date. The rights of
Indemnitee provided in this Section 3 shall include, without limitation, the
rights set forth in the other sections of this Agreement, including any
additional indemnification permitted by Section 2-418(g) of the Maryland General
Corporation Law (the “MGCL”). 

      
Section 4. Standard for Indemnification. If, by
reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be,
made a party to any Proceeding, Indemnitee shall be indemnified against all
judgments, penalties, fines and amounts paid in settlement and all Expenses
actually and reasonably incurred by her or on her behalf in connection with any
such Proceeding unless it is established that (a) the act or omission of
Indemnitee was material to the matter giving rise to the Proceeding and (i) was
committed in bad faith or (ii) was the result of active and deliberate
dishonesty, (b) Indemnitee actually received an improper personal benefit in
money, property or services or (c) in the case of any criminal Proceeding,
Indemnitee had reasonable cause to believe that her conduct was unlawful.


      
Section 5. Certain Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section
6), Indemnitee shall not be entitled to: 

      
(a) indemnification hereunder if the Proceeding was one by or in the right of
the Company and Indemnitee is adjudged to be liable to the Company;

      
(b) indemnification hereunder if Indemnitee is adjudged to be liable on the
basis that personal benefit was improperly received in any Proceeding charging
improper personal benefit to Indemnitee, whether or not involving action in the
Indemnitee’s Corporate Status; or 

      
(c) indemnification or advance of Expenses hereunder if the Proceeding was
brought by Indemnitee unless: (i) the Proceeding was brought to enforce
indemnification under this Agreement, and then only to the extent in accordance
with and as authorized by Section 12 of this Agreement, or (ii) the Company’s
charter or Bylaws, a resolution of the stockholders entitled to vote generally
in the election of directors or of the Board of Directors or an agreement
approved by the Board of Directors to which the Company is a party expressly
provide otherwise.

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Section 6. Court-Ordered Indemnification.
Notwithstanding any other provision of this Agreement, a court of appropriate
jurisdiction, upon application of Indemnitee and such notice as the court shall
require, may order indemnification in the following circumstances: 

      
(a) if it
determines Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of
the MGCL, the court shall order indemnification, in which case Indemnitee shall
be entitled to recover the Expenses of securing such reimbursement; or


      
(b) if it
determines that Indemnitee is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not Indemnitee (i) has met
the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has
been adjudged liable for receipt of an improper personal benefit under Section
2-418(c) of the MGCL, the court may order such indemnification as the court
shall deem proper. However, indemnification with respect to any Proceeding by or
in the right of the Company or in which liability shall have been adjudged in
the circumstances described in Section 2-418(c) of the MGCL shall be limited to
Expenses. 

      
Section 7. Indemnification for Expenses of a Party Who is Wholly or
Partly Successful. Notwithstanding any other
provision of this Agreement, and without limiting any such provision, to the
extent that Indemnitee was or is, by reason of her Corporate Status, made a
party to (or otherwise becomes a participant in) any Proceeding and is
successful, on the merits or otherwise, in the defense of such Proceeding,
Indemnitee shall be indemnified for all Expenses actually and reasonably
incurred by her or on her behalf in connection therewith. If Indemnitee is not
wholly successful in such Proceeding but is successful, on the merits or
otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee under this Section 7 for all
Expenses actually and reasonably incurred by her or on her behalf in connection
with each such claim, issue or matter, allocated on a reasonable and
proportionate basis. For purposes of this Section 7 and, without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter. 

      
Section 8. Advance of Expenses for a Party. If,
by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to
be, made a party to any Proceeding, the Company shall, without requiring a
preliminary determination of Indemnitee’s ultimate entitlement to
indemnification hereunder, advance all reasonable Expenses incurred by or on
behalf of Indemnitee in connection with such Proceeding within ten days after
the receipt by the Company of a statement or statements requesting such advance
or advances from time to time, whether prior to or after final disposition of
such Proceeding. Such statement or statements shall reasonably evidence the
Expenses incurred by Indemnitee and shall include or be preceded or accompanied
by a written affirmation by Indemnitee of Indemnitee’s good faith belief that
the standard of conduct necessary for indemnification by the Company as
authorized by law and by this Agreement has been met and a written undertaking
by or on behalf of Indemnitee, in substantially the form attached hereto as
Exhibit A
or in such form as may be required under applicable law as in effect at the time
of the execution thereof, to reimburse the portion of any Expenses advanced to
Indemnitee relating to claims, issues or matters in the Proceeding as to which
it shall ultimately be established that the standard of conduct has not been met
by Indemnitee and which have not been successfully resolved as described in
Section 7 of this Agreement. To the extent that Expenses advanced to Indemnitee
do not relate to a specific claim, issue or matter in the Proceeding, such
Expenses shall be allocated on a reasonable and proportionate basis. The
undertaking required by this Section 8 shall be an unlimited general obligation
by or on behalf of Indemnitee and shall be accepted without reference to
Indemnitee’s financial ability to repay such advanced Expenses and without any
requirement to post security therefor.

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Section 9. Indemnification and Advance of Expenses of a Witness. Notwithstanding any other provision of this Agreement, to
the extent that Indemnitee is or may be, by reason of her Corporate Status, made
a witness or otherwise asked to participate in any Proceeding, whether
instituted by the Company or any other party, and to which Indemnitee is not a
party, she shall be advanced all reasonable Expenses and indemnified against all
Expenses actually and reasonably incurred by her or on her behalf in connection
therewith within ten days after the receipt by the Company of a statement or
statements requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding. Such statement or statements
shall reasonably evidence the Expenses incurred by Indemnitee. 

      
Section 10. Procedure for Determination of Entitlement to
Indemnification. 

      
(a) To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a
written request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and is reasonably necessary
to determine whether and to what extent Indemnitee is entitled to
indemnification. Indemnitee may submit one or more such requests from time to
time and at such time(s) as Indemnitee deems appropriate in her sole discretion.
The officer of the Company receiving any such request from Indemnitee shall,
promptly upon receipt of such a request for indemnification, advise the Board of
Directors in writing that Indemnitee has requested indemnification. 

      
(b) Upon written
request by Indemnitee for indemnification pursuant to Section 10(a) above, a
determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall promptly be made in the specific case: (i) if a Change
in Control shall have occurred, by Independent Counsel, in a written opinion to
the Board of Directors, a copy of which shall be delivered to Indemnitee, which
Independent Counsel shall be selected by the Indemnitee and approved by the
Board of Directors in accordance with Section 2-418(e)(2)(ii) of the MGCL, which
approval will not be unreasonably withheld; or (ii) if a Change in Control shall
not have occurred, (A) by the Board of Directors by a majority vote of a quorum
consisting of Disinterested Directors or, if such a quorum cannot be obtained,
then by a majority vote of a duly authorized committee of the Board of Directors
consisting solely of one or more Disinterested Directors, (B) if Independent
Counsel has been selected by the Board of Directors in accordance with Section
2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall
not be unreasonably withheld, by Independent Counsel, in a written opinion to
the Board of Directors, a copy of which shall be delivered to Indemnitee or (C)
if so directed by a majority of the members of the Board of Directors, by the
stockholders of the Company. If it is so determined that Indemnitee is entitled
to indemnification, payment to Indemnitee shall be made within ten days after
such determination. Indemnitee shall cooperate with the person, persons or
entity making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination in the
discretion of the Board of Directors or Independent Counsel if retained pursuant
to clause (ii)(B) of this Section 10(b). Any Expenses incurred by Indemnitee in
so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to
Indemnitee’s entitlement to indemnification) and the Company shall indemnify and
hold Indemnitee harmless therefrom.

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(c) The Company
shall pay the reasonable fees and expenses of Independent Counsel, if one is
appointed. 

      
Section 11. Presumptions and Effect of Certain Proceedings. 

      
(a) In making any
determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request for indemnification in accordance with Section 10(a) of this
Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making of any determination contrary to that
presumption.

      
(b) The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, upon a plea of nolo contendere or its
equivalent, or entry of an order of probation prior to judgment, does not create
a presumption that Indemnitee did not meet the requisite standard of conduct
described herein for indemnification. 

      
(c) The knowledge
and/or actions, or failure to act, of any other director, officer, employee or
agent of the Company or any other director, trustee, officer, partner, manager,
managing member, fiduciary, employee or agent of any other foreign or domestic
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise shall not be imputed to Indemnitee for
purposes of determining any other right to indemnification under this Agreement.


      
Section 12. Remedies of Indemnitee. 

      
(a) If (i) a
determination is made pursuant to Section 10(b) of this Agreement that
Indemnitee is not entitled to indemnification under this Agreement, (ii) advance
of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no
determination of entitlement to indemnification shall have been made pursuant to
Section 10(b) of this Agreement within 60 days after receipt by the Company of
the request for indemnification, (iv) payment of indemnification is not made
pursuant to Section 7 of this Agreement within ten days after receipt by the
Company of a written request therefor, or (v) payment of indemnification
pursuant to any other section of this Agreement or the charter or Bylaws of the
Company is not made within ten days after a determination has been made that
Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an
adjudication in an appropriate court located in the State of Maryland, or in any
other court of competent jurisdiction, of her entitlement to such
indemnification or advance of Expenses. Alternatively, Indemnitee, at her
option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association. Indemnitee shall commence a proceeding seeking an adjudication or
an award in arbitration within 180 days following the date on which Indemnitee
first has the right to commence such proceeding pursuant to this Section 12(a);
provided, however, that the foregoing clause shall not apply to a proceeding
brought by Indemnitee to enforce her rights under Section 7 of this Agreement.
Except as set forth herein, the provisions of the laws of the State of Maryland
(without regard to its conflicts of laws rules) shall apply to any such
arbitration. The Company shall not oppose Indemnitee’s right to seek any such
adjudication or award in arbitration.

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(b) In any
judicial proceeding or arbitration commenced pursuant to this Section 12,
Indemnitee shall be presumed to be entitled to indemnification or advance of
Expenses, as the case may be, under this Agreement and the Company shall have
the burden of proving that Indemnitee is not entitled to indemnification or
advance of Expenses, as the case may be. If Indemnitee commences a judicial
proceeding or arbitration pursuant to this Section 12, Indemnitee shall not be
required to reimburse the Company for any advances pursuant to Section 8 of this
Agreement until a final determination is made with respect to Indemnitee’s
entitlement to indemnification (as to which all rights of appeal have been
exhausted or lapsed). The Company shall, to the fullest extent not prohibited by
law, be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 12 that the procedures and presumptions of
this Agreement are not valid, binding and enforceable and shall stipulate in any
such court or before any such arbitrator that the Company is bound by all of the
provisions of this Agreement. 

      
(c) If a
determination shall have been made pursuant to Section 10(b) of this Agreement
that Indemnitee is entitled to indemnification, the Company shall be bound by
such determination in any judicial proceeding or arbitration commenced pursuant
to this Section 12, absent a misstatement by Indemnitee of a material fact, or
an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification.


      
(d) In the event
that Indemnitee, pursuant to this Section 12, seeks a judicial adjudication of
or an award in arbitration to enforce her rights under, or to recover damages
for breach of, this Agreement, Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company for, any and all Expenses
actually and reasonably incurred by her in such judicial adjudication or
arbitration. If it shall be determined in such judicial adjudication or
arbitration that Indemnitee is entitled to receive part but not all of the
indemnification or advance of Expenses sought, the Expenses incurred by
Indemnitee in connection with such judicial adjudication or arbitration shall be
appropriately prorated.

      
(e) Interest shall
be paid by the Company to Indemnitee at the maximum rate allowed to be charged
for judgments under the Courts and Judicial Proceedings Article of the Annotated
Code of Maryland for amounts which the Company pays or is obligated to pay for
the period commencing with the date on which the Company was requested to
advance expenses in accordance with Section 8 of this Agreement or to make the
determination of entitlement to indemnification under Section 12(a) above.
Indemnitee requests indemnification, reimbursement or advance of any Expenses
and ending on the date such payment is made to Indemnitee by the
Company.

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Section 13. Defense of the Underlying Proceeding.


      
(a) Indemnitee
shall notify the Company promptly in writing upon being served with any summons,
citation, subpoena, complaint, indictment, request or other document relating to
any Proceeding which may result in the right to indemnification or the advance
of Expenses hereunder and shall include with such notice a description of the
nature of the Proceeding and a summary of the facts underlying the Proceeding.
The failure to give any such notice shall not disqualify Indemnitee from the
right, or otherwise affect in any manner any right of Indemnitee, to
indemnification or the advance of Expenses under this Agreement unless the
Company’s ability to defend in such Proceeding or to obtain proceeds under any
insurance policy is materially and adversely prejudiced thereby, and then only
to the extent the Company is thereby actually so prejudiced. 

      
(b) Subject to the
provisions of the last sentence of this Section 13(b) and of Section 13(c)
below, the Company shall have the right to defend Indemnitee in any Proceeding
which may give rise to indemnification hereunder; provided, however, that the
Company shall notify Indemnitee of any such decision to defend within 15
calendar days following receipt of notice of any such Proceeding under Section
13(a) above. The Company shall not, without the prior written consent of
Indemnitee, which shall not be unreasonably withheld or delayed, consent to the
entry of any judgment against Indemnitee or enter into any settlement or
compromise which (i) includes an admission of fault of Indemnitee, (ii) does not
include, as an unconditional term thereof, the full release of Indemnitee from
all liability in respect of such Proceeding, which release shall be in form and
substance reasonably satisfactory to Indemnitee or (iii) would impose any
Expense, judgment, fine, penalty or limitation on Indemnitee. This Section 13(b)
shall not apply to a Proceeding brought by Indemnitee under Section 12 of this
Agreement. 

      
(c) Notwithstanding the provisions of Section 13(b) above, if in a Proceeding
to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i)
Indemnitee reasonably concludes, based upon an opinion of counsel approved by
the Company, which approval shall not be unreasonably withheld, that she may
have separate defenses or counterclaims to assert with respect to any issue
which may not be consistent with other defendants in such Proceeding, (ii)
Indemnitee reasonably concludes, based upon an opinion of counsel approved by
the Company, which approval shall not be unreasonably withheld, that an actual
or apparent conflict of interest or potential conflict of interest exists
between Indemnitee and the Company, or (iii) if the Company fails to assume the
defense of such Proceeding in a timely manner, Indemnitee shall be entitled to
be represented by separate legal counsel of Indemnitee’s choice, subject to the
prior approval of the Company, which shall not be unreasonably withheld, at the
expense of the Company. In addition, if the Company fails to comply with any of
its obligations under this Agreement or in the event that the Company or any
other person takes any action to declare this Agreement void or unenforceable,
or institutes any Proceeding to deny or to recover from Indemnitee the benefits
intended to be provided to Indemnitee hereunder, Indemnitee shall have the right
to retain counsel of Indemnitee’s choice, subject to the
prior approval of the Company, which shall not be unreasonably withheld, at the
expense of the Company (subject to Section 12(d) of this Agreement), to
represent Indemnitee in connection with any such matter. 

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Section 14. Non-Exclusivity; Survival of Rights; Subrogation. 

      
(a) The rights of
indemnification and advance of Expenses as provided by this Agreement shall not
be deemed exclusive of any other rights to which Indemnitee may at any time be
entitled under applicable law, the charter or Bylaws of the Company, any
agreement or a resolution of the stockholders entitled to vote generally in the
election of directors or of the Board of Directors, or otherwise. Unless
consented to in writing by Indemnitee, no amendment, alteration or repeal of
this Agreement or of any provision hereof shall limit or restrict any right of
Indemnitee under this Agreement in respect of any action taken or omitted by
such Indemnitee in her Corporate Status prior to such amendment, alteration or
repeal, regardless of whether a claim with respect to such action or inaction is
raised prior or subsequent to such amendment, alteration or repeal. No right or
remedy herein conferred is intended to be exclusive of any other right or
remedy, and every other right or remedy shall be cumulative and in addition to
every other right or remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion of any right or remedy hereunder, or
otherwise, shall not prohibit the concurrent assertion or employment of any
other right or remedy. 

      
(b) In the event
of any payment under this Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and take all action necessary to secure such rights,
including execution of such documents as are necessary to enable the Company to
bring suit to enforce such rights. 

      
Section 15. Insurance. The Company will use its
reasonable best efforts to acquire directors and officers liability insurance,
on terms and conditions deemed appropriate by the Board of Directors, with the
advice of counsel, covering Indemnitee or any claim made against Indemnitee by
reason of her Corporate Status and covering the Company for any indemnification
or advance of Expenses made by the Company to Indemnitee for any claims made
against Indemnitee by reason of her Corporate Status. Without in any way
limiting any other obligation under this Agreement, the Company shall indemnify
Indemnitee for any payment by Indemnitee arising out of the amount of any
deductible or retention and the amount of any excess of the aggregate of all
judgments, penalties, fines, settlements and Expenses incurred by Indemnitee in
connection with a Proceeding over the coverage of any insurance referred to in
the previous sentence. The purchase, establishment and maintenance of any such
insurance shall not in any way limit or affect the rights or obligations of the
Company or Indemnitee under this Agreement except as expressly provided herein,
and the execution and delivery of this Agreement by the Company and the
Indemnitee shall not in any way limit or affect the rights or obligations of the
Company under any such insurance policies. If, at the time the Company receives
notice from any source of a Proceeding to which Indemnitee is a party or a
participant (as a witness or otherwise) the Company has director and officer
liability insurance in effect, the Company shall give prompt notice of such
Proceeding to the insurers in accordance with the procedures set forth in the
respective policies. 

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Section 16. Coordination of Payments. The Company
shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable or payable or reimbursable as Expenses hereunder if and
to the extent that Indemnitee has otherwise actually received such payment under
any insurance policy, contract, agreement or otherwise. 

      
Section 17. Reports to Stockholders. To the extent
required by the MGCL, the Company shall report in writing to its stockholders
the payment of any amounts for indemnification of, or advance of Expenses to,
Indemnitee under this Agreement arising out of a Proceeding by or in the right
of the Company with the notice of the meeting of stockholders of the Company
next following the date of the payment of any such indemnification or advance of
Expenses or prior to such meeting. 

      
Section 18. Duration of Agreement; Binding Effect.


      
(a) This Agreement
shall continue until and terminate on the later of (i) ten years after the date
that Indemnitee shall have ceased to serve as a director, officer, employee or
agent of the Company or as a director, trustee, officer, partner, manager,
managing member, fiduciary, employee or agent of any other foreign or domestic
corporation, real estate investment trust, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise that
such person is or was serving in such capacity at the request of the Company and
(ii) the date that Indemnitee is no longer subject to any actual or possible
Proceeding due to the lapse of all applicable statutes of limitations or
otherwise (including any rights of appeal thereto and any Proceeding commenced
by Indemnitee pursuant to Section 12 of this Agreement).

      
(b) The
indemnification and advance of Expenses provided by, or granted pursuant to,
this Agreement shall be binding upon and be enforceable by the parties hereto
and their respective successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), shall continue as
to an Indemnitee who has ceased to be a director, officer, employee or agent of
the Company or a director, trustee, officer, partner, manager, managing member,
fiduciary, employee or agent of any other foreign or domestic corporation,
partnership, limited liability company, joint venture, trust, employee benefit
plan or other enterprise that such person is or was serving in such capacity at
the request of the Company, and shall inure to the benefit of Indemnitee and her
spouse, assigns, heirs, devisees, executors and administrators and other legal
representatives. 

      
(c) The Company
shall require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all, substantially all or a substantial
part, of the business and/or assets of the Company, by written agreement in form
and substance satisfactory to Indemnitee, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place.


      
(d) The Company
and Indemnitee agree herein that a monetary remedy for breach of this Agreement,
at some later date, may be inadequate, impracticable and difficult of proof, and
further agree that such breach may cause Indemnitee irreparable harm.
Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement
by seeking injunctive relief and/or specific performance hereof, without any
necessity of showing actual damage or irreparable harm and that by seeking
injunctive relief and/or specific performance, Indemnitee shall not be precluded
from seeking or obtaining any other relief to which she may be entitled.
Indemnitee shall further be entitled to such specific performance and injunctive
relief, including temporary restraining orders, preliminary injunctions and
permanent injunctions, without the necessity of posting bonds or other
undertakings in connection therewith. The Company acknowledges that, in the
absence of a waiver, a bond or undertaking may be required of Indemnitee by a
court, and the Company hereby waives any such requirement of such a bond or
undertaking.

- 10 - 







      
Section 19. Severability. If any provision or
provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever: (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including, without
limitation, each portion of any Section, paragraph or sentence of this Agreement
containing any such provision held to be invalid, illegal or unenforceable that
is not itself invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby and shall remain enforceable to the fullest extent
permitted by law; (b) such provision or provisions shall be deemed reformed to
the extent necessary to conform to applicable law and to give the maximum effect
to the intent of the parties hereto; and (c) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of any
Section, paragraph or sentence of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested thereby. 

      
Section 20. Identical Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall for all
purposes be deemed to be an original but all of which together shall constitute
one and the same Agreement. One such counterpart signed by the party against
whom enforceability is sought shall be sufficient to evidence the existence of
this Agreement. 

      
Section 21. Headings. The headings of the
paragraphs of this Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the construction
thereof. 

      
Section 22. Modification and Waiver. No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by both of the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver. 

      
Section 23. Notices. All notices, requests,
demands and other communications hereunder shall be in writing and shall be
deemed to have been duly given if (i) delivered by hand and receipted for by the
party to whom said notice or other communication shall have been directed or
(ii) mailed by certified or registered mail with postage prepaid, on the third
business day after the date on which it is so mailed: 

      
(a) If to
Indemnitee, to the address set forth on the signature page hereto. 

- 11 - 







      
(b) If to the
Company, to: 

General Counsel

Two Bridge Avenue, Suite 322 
Red Bank,
New Jersey 07701-1106 
Facsimile: (732) 978-7507 

or to such other address as may have been
furnished in writing to Indemnitee by the Company or to the Company by
Indemnitee, as the case may be. 

      
Section 24. Governing Law. The parties agree that
this Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of Maryland, without regard to its conflicts of laws
rules. 

      
Section 25. Miscellaneous. Use of the masculine
pronoun shall be deemed to include usage of the feminine pronoun where
appropriate. 

[SIGNATURE PAGE FOLLOWS] 

- 12 - 







       IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written. 


	
      ZAIS FINANCIAL
      CORP.

		 
		 
	By:  	   /s/ Michael Szymanski
	Name:     	Michael Szymanski
	Title:	Chief Executive Officer and President	
		 	
		 	
	
      INDEMNITEE

		 	
		 	
	          /s/
      Marran Ogilvie
	
      Name:
	
      Marran
    Ogilvie
	
	Address:     	
      





[Signature Page to Marran Ogilvie Indemnification
Agreement] 







EXHIBIT A 

FORM OF UNDERTAKING TO REPAY EXPENSES
ADVANCED 

The Board of Directors of ZAIS Financial
Corp. 

Re: Undertaking to Repay Expenses Advanced


Ladies and Gentlemen: 

       This
undertaking is being provided pursuant to that certain Indemnification Agreement
dated the 7th day of February, 2013, by and between ZAIS Financial Corp., a
Maryland corporation (the “Company”), and the undersigned Indemnitee (the
“Indemnification Agreement”), pursuant to which I am entitled to advance of Expenses in connection
with [Description of
Proceeding] (the “Proceeding”). 

       Terms
used herein and not otherwise defined shall have the meanings specified in the
Indemnification Agreement. 

       I am
subject to the Proceeding by reason of my Corporate Status or by reason of
alleged actions or omissions by me in such capacity. I hereby affirm my good
belief that at all times, insofar as I was involved as [a director]
[an officer] of the Company, in any of the facts or events giving rise to the
Proceeding, I (1) did not act with bad faith or active or deliberate dishonesty,
(2) did not receive any improper personal benefit in money, property or services
and (3) in the case of any criminal proceeding, had no reasonable cause to
believe that any act or omission by me was unlawful. 

       In
consideration of the advance of Expenses by the Company for reasonable
attorneys’ fees and related Expenses incurred by me in connection with the
Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection with the Proceeding,
it is established that (1) an act or omission by me was material to the matter
giving rise to the Proceeding and (a) was committed in bad faith or (b) was the
result of active and deliberate dishonesty or (2) I actually received an
improper personal benefit in money, property or services or (3) in the case of
any criminal proceeding, I had reasonable cause to believe that the act or
omission was unlawful, then I shall promptly reimburse the portion of the
Advanced Expenses relating to the claims, issues or matters in the Proceeding as
to which the foregoing findings have been established.

       IN WITNESS WHEREOF, I have executed
this Affirmation and Undertaking on this ___ day of ____________________,
20____.


	 	



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