Description of Consideration

ZAIS Financial Corp. paid approximately $62.8 million in cash and $2 million of deferred premium payments payable in cash over two years contingent on GMFS remaining profitable and retaining certain key employees, plus potential additional consideration based on future loan production and profits and is capped at $20 million to acquire GMFS LLC. Up to 50% of the additional contingent consideration may be paid in common stock of the ZAIS, at the ZAIS's option.