FOURTH AMENDMENT 

TO 

AGREEMENT OF LIMITED PARTNERSHIP


OF 

ZAIS FINANCIAL PARTNERS, L.P.


This Fourth 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 February 13, 2013 by
ZAIS Financial Corp., a Maryland corporation (the "General Partner"). 

RECITALS: 

	     	A.	     	The General Partner and the
      Limited Partners entered into that certain Agreement of Limited
      Partnership of ZAIS Financial Partners, L.P. dated as of July 29, 2011
      (the "Original Partnership
      Agreement"), as amended by that certain
      Amendment to the Agreement of Limited Partnership of ZAIS Financial
      Partners, L.P. made and entered as of August 3, 2011 (the "First Partnership Agreement Amendment"), that certain Second Amendment to the Agreement of
      Limited Partnership of ZAIS Financial Partners, L.P. made and entered as
      of October 11, 2012 (the "Second Partnership
      Agreement Amendment") and that certain
      Third Amendment to the Agreement of Limited Partnership of ZAIS Financial
      Partners, L.P. made and entered as of December 13, 2012 (the
      "Third Partnership Agreement
      Amendment" and together with the
      Original Partnership Agreement, the First Partnership Agreement Amendment
      and the Second Partnership Agreement Amendment, the "Partnership Agreement"), to set forth their agreements with respect to the business and
      affairs of the Partnership.
		 
		B.		Pursuant to Section 7.03(c) of
      the Partnership Agreement, the General Partner has the exclusive power,
      without the prior consent of the Limited Partners, to amend the
      Partnership Agreement to issue additional Partnership Interests, in the
      form of Partnership Units, on such terms and conditions as shall be
      established by the General Partner in it sole and absolute discretion,
      without the approval of any Limited Partners, in accordance with
      Section 4.02 of the Partnership Agreement.
		 
		C.		On January 24, 2013, the General
      Partner completed the repurchase (the "Repurchase") of 265,245 shares
      of its common stock, $0.0001 par value per share of the General Partner
      ("Common Stock").
		 
		D.		On February 13, 2013, the General
      Partner completed the initial public offering of up to 5,650,000 shares of
      Common Stock (the “Offering” and, together with the
      Repurchase, the "Transactions").
		 
		E.		The General Partner has
      determined that it is necessary and desirable to amend the Partnership
      Agreement to amend Exhibit A thereto in connection with the
      Transactions.
		 
		F.		Capitalized terms used but not
      defined herein shall have the meanings ascribed to them in the Partnership
      Agreement.



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NOW, THEREFORE, the General Partner
desires to effect this Amendment to the Partnership Agreement as provided
herein: 

	     	1.	     	Exhibit A. Exhibit A is hereby amended as set forth in Exhibit A
      hereto.
		 
		2.		Partnership
      Agreement. Except as set forth herein,
      the Partnership Agreement shall remain in full force and
  effect.
		  
		3.		Governing Law. This Amendment shall be governed by, and construed in
      accordance with, the laws of the State of
Delaware.



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intentionally left blank] 

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     IN WITNESS
WHEREOF, the undersigned, intending to be legally bound hereby, has duly
executed this Amendment as of the date first written above. 

		ZAIS FINANCIAL PARTNERS,
      L.P.,
		 
		By: ZAIS Financial Corp.,
		its General Partner


 


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


[Signature Page to Fourth Amendment to LPA] 







EXHIBIT A 

PARTNERS AND PARTNERSHIP UNITS


As of February 13, 2013


	Name and Address of
      Partners	Partnership Units
      (Type	Address
		and
Amount)	



A-1