CORPORATION (Cabot) Files An 8-K Changes in Registrant’s Certifying Accountant

Item 4.01. Changes in Registrants Certifying Accountant.

On November9, 2016, the Company appointed Deloitte and Touche LLP
(DT) as its independent registered public accounting firm and
decided to dismiss PricewaterhouseCoopers LLP (PWC) as its
independent registered public accounting firm. DT was the
independent registered public accounting firm for the Prior
Entity prior to the Merger and audited the Prior Entitys
financial statements for the years ended December31, 2015 and
2014. On November14, 2016, the Company informed PWC that they
were dismissed. The decision to appoint DT and dismiss PWC was
recommended and subsequently approved by the audit committee and
the board of directors of the Company (the Board).

The reports of PWC on ZAIS Financial Corp.s financial statements
for the fiscal years ended December31, 2015 and 2014, did not
contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principles.

During the fiscal years ended December31, 2015 and 2014, and the
subsequent interim period through November14, 2016, the Company
did not (i)have any disagreements (as defined in Item
304(a)(1)(iv)of Regulation S-K and the related instructions to
Item 304 of Regulation S-K) with PWC on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of PWC, would have caused them to
make reference thereto in their reports on the financial
statements for such years; or (ii)experience any reportable
events (as defined in Item 304(a)(1)(v)of Regulation S-K).

The Company has provided PWC with a copy of the disclosures
contained in this Current Report on Form 8-K and requested that
PWC furnish us with a letter addressed to the U.S. Securities and
Exchange Commission stating whether or not it agrees with the
above statements concerning PWC, and, if not, stating the
respects in which it does not agree. A copy of PWCs letter, dated
November16, 2016, is filed as Exhibit16.1 to this Form8-K.

Item 8.01. Other Events.

On November, 9, 2016, at a meeting of the Companys Board, the
Board reconstituted the following committees and assigned the
directors to serve on each committee as follows:

Audit Committee: Frank P. Filipps (Chair and designated as the
audit committee financial expert, as such term is defined in Item
407(d)(5)of Regulation S-K under the Securities Act), Todd M.
Sinai and David L. Holman.

Nominating and Corporate Governance Committee: Todd M. Sinai
(Chair), David L. Holman and J. Mitchell Reese.

Compensation Committee: J. Mitchell Reese (Chair), Frank P.
Filipps and David L. Holman.

Item9.01. Financial Statements and Exhibits.

*Filed herewith

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