Exhibit 10.2


 


FIFTH AMENDMENT



TO



AGREEMENT OF LIMITED PARTNERSHIP



OF



ZAIS FINANCIAL PARTNERS, L.P.


 


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").


 


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"), 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 that certain Fourth Amendment to the Agreement of Limited Partnership of ZAIS Financial Partners, L.P. made and entered as
of February 13, 2013 (the "Fourth Partnership Agreement Amendment" and together with the Original Partnership
Agreement, the First Partnership Agreement Amendment, the Second Partnership Agreement Amendment and the Third 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
and to issue shares of common stock, $0.0001 par value per share, of the General Partner ("Common Stock") in
exchange for Partnership Units tendered for redemption, 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 8.06(b) of the Partnership
Agreement.



 


		C.	On June 17, 2016, the General Partner received from each
of the Partnership's three outside limited partners (the "Outside Limited Partners") a notice of redemption of
Partnership Units in relation to an aggregate of 899,674 Partnership Units (the "Redemption Requests").



 




     



     


    

  


		D.	The General Partner intends to satisfy the Redemption Requests
by issuing an equal number ofshares of Common Stock to the Outside Limited Partners.



 


		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 Redemption Requests.



 


		F.	Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Partnership Agreement.



 


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.



 


[The remainder of this page has been intentionally
left blank]


 




    -2-



     


    

 


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 July 1, 2016


 


	Name and Address of Partners	 	Partnership Units 

(Type and Amount)	 	Address
	 	 	 	 	 
	General Partner:	 	 	 	 
	 	 	 	 	 
	ZAIS Financial Corp.	 	88,978 (General Partner Interest)	 	
        Two Bridge Avenue, Suite 322, Red Bank, New Jersey
        07701-1106

         

        Attention: General Counsel

        Facsimile No.: (732) 978-7507

	Limited Partners:	 	 	 	 
	 	 	 	 	 
	ZAIS Financial Corp.	 	8,658,946 (Limited Partner Interest)	 	
        Two Bridge Avenue, Suite 322, Red Bank, New Jersey
        07701-1106

         

        Attention: General Counsel

        Facsimile No.: (732) 978-7507

	 	 	 	 	 
	ZAIS Financial, LLC	 	88,978 (Limited Partner Interest)	 	
        Two Bridge Avenue, Suite 322, Red Bank, New Jersey
        07701-1106

         

        Attention: General Counsel Facsimile No.: (732)
        978-7507

	 	 	 	 	 
	
        Family Trust u/Christian M. Zugel 2005 GRAT u/a
        3/30/2005

         
	 	
        11,246 (Limited Partner Interest)

         
	 	
        1220 North Market Street

        Third Floor

        Wilmington, DE 19801

         

	Lighthouse (MAP 162 Segregated Portfolio)	 	27,240 (Limited Partner Interest)	 	3801 PGA Blvd, Suite 500, Palm Beach Gardens, FL 33410
	 	 	 	 	 
	Zugel Family Trust u/a 3/30/2005	 	22,412 (Limited Partner Interest)	 	
        1220 North Market Street

        Third Floor

        Wilmington, DE 19801

	 	 	 	 	 
	TOTAL PARTNERSHIP UNITS	 	8,897,800 OP Units	 	 


 




    Exh. A-1