Form of Indemnification Agreement



 Exhibit 10.1 
 INDEMNIFICATION AGREEMENT 
 THIS INDEMNIFICATION AGREEMENT is made and entered into this
     day of                     ,             
(“Agreement”), by and between Thornburg Mortgage, Inc., a Maryland corporation (the “Company”), and
                                 (“Indemnitee”). 
 WHEREAS, on March 31, 2008, the Company announced that it raised $1.35 billion through a private placement offering of senior subordinated secured
notes, warrants for the purchase of common stock and participations in the principal of the Company’s mortgage-backed securities portfolio financed with reserve repurchase agreements; 
 WHEREAS, in order to successfully raise this new capital, the new investors were granted the right to receive warrants to purchase, for $0.01 per share,
up to 90% of the fully diluted common shares of the Company, assuming certain conditions are fulfilled; 
 WHEREAS, at the request of the
Company, Indemnitee [currently serves] [has served] as a [director] [advisory director] [officer] of the Company and may, therefore, be subjected to claims, suits or proceedings arising as a result of his service; 
 WHEREAS, Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time, the
Company’s Articles of Incorporation, as amended (the “Charter”), and the Amended and Restated Bylaws of the Company (the “Bylaws”) provide that they are not exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled, and thereby contemplate that contracts may be entered into between the Company and its officers or directors with respect to indemnification of such officers or directors; 
 WHEREAS, as [an inducement to Indemnitee to continue to serve as such [director] [advisory director] [officer]] or [recognition of Indemnitee’s
past service as a [director] [advisory director] [officer] and an inducement to Indemnitee to make himself available to the Company for consultation with respect to his knowledge relating to his past service], 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; 
 WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as [officers] [directors] of the Company and to indemnify its [officers]
[directors] so as to provide them with the maximum protection permitted by law; and 
 WHEREAS, to the extent permitted by law, this
Agreement is a supplement to and in furtherance of the provisions of the Charter and Bylaws, in each case as amended from time to time, or resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or
abrogate any rights of the Indemnitee thereunder. 







 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) “Additional Warrant Shares” shall have the meaning assigned to such term in the Warrant Agreement. 
 (b) “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 “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 Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the
Company’s then outstanding securities without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such percentage interest; (ii) there occurs a proxy
contest, or 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) during any period of two consecutive years, other than as a result of an event
described in clause (a)(ii) of this Section 1, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors. Notwithstanding
anything in this Agreement to the contrary, the Company and the Indemnitee agree that a Change of Control shall be deemed to occur for purposes of this Agreement at such time as the Warrants first became exercisable for the Additional Warrant
Shares. 
 (c) “Corporate Status” means the status of a person who is or was a director, advisory director, trustee, officer,
employee or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which such person is or was serving at the request of the Company. 
 (d) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which
indemnification is sought by Indemnitee. 
 (e) “Effective Date” means the date set forth in the first paragraph of this Agreement.

 (f) “Expenses” shall include all reasonable and out-of-pocket attorneys’ fees, retainers, court costs, transcript costs,
fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding. 
  

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 (g) “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 five years preceding the selection or designation of such firm or member has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or
(ii) any other party to or witness in the Proceeding giving rise to a claim for indemnification 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. If a Change of Control has not occurred, Independent
Counsel shall be selected by the Board of Directors, with the approval of Indemnitee, which approval will not be unreasonably withheld. If a Change of Control has occurred, Independent Counsel shall be selected by Indemnitee, with the approval of
the Board of Directors, which approval will not be unreasonably withheld. 
 (h) “Proceeding” includes any threatened, pending or
completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative (including on appeal). 
 (i) “Warrant Agreement” means that certain Warrant Agreement, dated as of March 31, 2008, among the Company and MP TMA LLC, MP TMA
(Cayman) LLC and TMA, Ltd., as the Initial Holders, and each person who subsequently becomes a party thereto, relating to the grant to the Initial Holders of the Warrants (as defined therein) to purchase the Initial Warrant Shares (as defined
therein) and the Additional Warrant Shares (as defined therein). 
 (j) “Warrant Shares” shall have the meaning assigned to such
term in the Warrant Agreement. 
 (k) “Warrants” shall have the meaning assigned to such term in the Warrant Agreement. 

Section 2. Services by Indemnitee. Indemnitee has or will serve as a [director/advisory director] [officer] of the Company.
However, this Agreement shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

 Section 3. Indemnification - General. The Company shall indemnify and hold Indemnitee harmless from and against any and all
losses, liabilities, claims, damages and Expenses arising out of any event or occurrence related to the fact that Indemnitee is or was a [officer] [director] [advisory director] of the Company or is or was serving in another Corporate Status,
and advance Expenses to Indemnitee, (a) as provided in this Agreement and (b) otherwise to the maximum extent permitted by Maryland law in effect on the date hereof and to such greater extent as permitted by applicable law as amended from
time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect on the date hereof. 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 Corporations and Associations Article of the
Annotated Code of Maryland (“MGCL”). 
  

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 Section 4. Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee
shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed Proceeding, other than a
Proceeding by or in the right of the Company. Pursuant to this Section 4, Indemnitee shall be indemnified against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his
behalf in connection with a Proceeding by reason of his Corporate Status unless it is established that (i) the act or omission of Indemnitee 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, (ii) Indemnitee actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to
believe that his conduct was unlawful. 
 Section 5. Proceedings by or in the Right of the Company. Indemnitee shall be entitled
to the rights of indemnification provided in this Section 5 if, by reason of his Corporate Status, he is, or is threatened to be, made a party to or a witness in any threatened, pending or completed Proceeding brought by or in the right of the
Company to procure a judgment in its favor. Pursuant to this Section 5, Indemnitee shall be indemnified against all amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with such
Proceeding unless it is established that (i) the act or omission of Indemnitee was material to the matter giving rise to such a Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or
(ii) Indemnitee actually received an improper personal benefit in money, property or services. 
 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 may order
indemnification, in which case Indemnitee may 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 actually and reasonably incurred by him or on his behalf in connection with a Proceeding.

 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 

  

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such provision, to the extent that Indemnitee is, by reason of his Corporate Status, made a party to and is successful, on the merits or otherwise, in the
defense of any Proceeding, he shall be indemnified for all Expenses actually and reasonably incurred by him or on his 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 him or on his behalf in connection
with each successfully resolved claim, issue or matter, allocated on a proportionate basis. For purposes of this Section 7, the term “successful, on the merits or otherwise,” shall include, but shall not be limited to, (i) the
termination of any claim, issue or matter in a Proceeding by withdrawal or dismissal, with or without prejudice, (ii) the termination of any claim, issue or matter in a Proceeding by any other means without any express finding of liability or
guilt against the Indemnitee, with or without prejudice or (iii) the expiration of 120 days after the making of a claim or threat of a Proceeding without the institution of the same and without any promise or payment made to induce a
settlement; provided, however, that in no event shall the Indemnitee be entitled to indemnification under this Section with respect to a claim, issue or matter to the extent (i) applicable law prohibits such indemnification, or
(ii) an admission is made by the Indemnitee in writing to the Company or in such Proceeding, or a final, nonappealable determination is made in such Proceeding, that the standard of conduct required for indemnification under this Agreement has
not been met with respect to such claim, issue or matter. 
 Section 8. Contribution. If the indemnity contained in
Section 3, 4, 5 or 7 of this Agreement is unavailable or insufficient to hold Indemnitee harmless in a Proceeding described therein, then in accordance with applicable law, the Charter and the Bylaws, and separate from and in addition to, the
indemnity provided elsewhere herein, the Company shall contribute to Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such Proceeding or any claim,
issue or matter therein, in such proportion as appropriately reflects the relative benefits received by, and fault of, the Company on the one hand and Indemnitee on the other in the acts, transactions or matters to which the Proceeding relates and
other equitable considerations. 
 Section 9. Advance of Expenses. 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 any Proceeding to which Indemnitee is, or is threatened to be, made a
party or a witness, within ten days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement
or statements shall itemize the Expenses incurred by Indemnitee in reasonable detail and Indemnitee shall, and hereby undertakes to, repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified
against such Expenses. 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 proportionate basis. The undertaking required by this
Section 9 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. All amounts advanced to the Indemnitee by the Company shall be without interest. 
  

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 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. The determination of Indemnitee’s entitlement to
indemnification shall be made not later than 30 days after receipt by the Company of the written request for indemnification. The Secretary of the Company 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 3, 4, 5 or 7 hereof (or, if indemnification is unavailable, contribution pursuant to Section 8 hereof), 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; or (ii) if a Change of Control shall not have
occurred, (A) by the Board of Directors (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is
not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, 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 or contribution, payment to Indemnitee shall be made within ten days after such
determination. If, with regard to Section 8 of this Agreement, such a determination is not permitted by law or, in the case of a determination to be made pursuant to Section 10(b)(ii), if a quorum of Disinterested Directors so directs,
such determination shall be made by an appropriate court of the State of Maryland or the court in which the Proceeding giving rise to the claim for indemnification is brought. 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. 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. The Company shall pay all fees and expenses incident to the procedures in Section 10(b) hereof relating to the appointment of an Independent Counsel. 
 Section 11. Presumptions and Effect of Certain Proceedings. 
 (a) In making a 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. 
  

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 (b) The termination of any Proceeding by judgment, order, settlement, conviction, a plea of nolo
contendere or its equivalent, or an 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) For purposes of any determination of the Indemnitee’s entitlement to indemnification under this Agreement or otherwise, the act or omission of
the Indemnitee shall not (i) be deemed to have resulted from the Indemnitee’s bad faith or active and deliberate dishonesty, or (ii) with respect to a criminal Proceeding, to have had reasonable cause to believe his conduct was
unlawful, if the Indemnitee’s action is based on the records or books of account of the Company or another enterprise, including financial statements, or on information supplied to the Indemnitee by the officers of the Company or another
enterprise in the course of their duties, or on the advice of legal or financial counsel for the Company or the Board (or any committee thereof) or for another enterprise or its board of directors (or any committee thereof), or on information or
records given or reports made by an independent certified public accountant or by an appraiser or other expert selected by the Company or the Board (or any committee thereof) or by another enterprise or its board of directors (or any committee
thereof). For purposes of this Section 11(c), the term “another enterprise” means any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which the Indemnitee
is or was serving at the request of the Company as a director, advisory director, officer, employee or agent. The provisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the
Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer,
agent or employee of the Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 11(c) are satisfied, it shall in any
event be presumed that the alleged act(s) or omission(s) of the Indemnitee did not result from the Indemnitee’s bad faith or active and deliberate dishonesty, and, with respect to a criminal Proceeding, that he also had no reasonable cause to
believe his conduct was unlawful. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence. 
 (d) For purposes of this Agreement, references to “serving at the request of the Company” shall include, but shall not be limited to, any
service as a director, advisory director, officer, employee or agent of the Company which imposes duties on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or its beneficiaries. 
 Section 12. Remedies of Indemnitee. 
 (a) If (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification or contribution, as the case may be, under this Agreement, (ii) advance of Expenses is not timely
made pursuant to Section 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to 

  

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Section 10(b) of this Agreement within 30 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 or contribution, as the case may be, is not made within ten days after a
determination has been made that Indemnitee is entitled to indemnification or contribution, 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
his entitlement to such indemnification or advance of Expenses. Alternatively, Indemnitee, at his 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 such 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 his rights under Section 7 of this Agreement. 
 (b) In any judicial proceeding or arbitration commenced pursuant to this Section 12 the Company shall have the burden of proving that Indemnitee is
not entitled to indemnification or advance of Expenses, as the case may be, by clear and convincing evidence. 
 (c) If a determination shall
have been made pursuant to Section 10(b) of this Agreement that Indemnitee is entitled to indemnification or contribution, as the case may be, 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
his 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 him 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 contribution or advance of Expenses sought, the Expenses
incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately apportioned. 
 Section 13.
Defense of the Underlying Proceeding. 
 (a) Indemnitee shall notify the Company promptly upon being served with or receiving any
summons, citation, subpoena, complaint, indictment, information, notice, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder; provided, however,
that 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. 
  

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 (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 or (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. This Section 13(b) shall not apply to a Proceeding brought by Indemnitee under Section 12 above or Section 20 below.

 (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 or delayed, that he 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 or delayed, 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 or delayed, at the expense of the Company. In addition, if
the Company fails to comply with any of its obligations under this Agreement or if 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 or delayed, at the
expense of the Company (subject to Section 12(d)), to represent Indemnitee in connection with any such matter. 
 Section 14.
Contribution. 
 (a) The Company and the Indemnitee agree that it would not be just and equitable if contribution pursuant to
Section 8 were determined by pro rata or per capita allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 8 above. 
 (b) No Person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933) shall be entitled to
contribution from any Person who was not found guilty of such fraudulent misrepresentation. 
  

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 Section 15. Non-Exclusivity; Survival of Rights; Subrogation. 
 (a) The rights of indemnification and advance of Expenses, or remedies conferred upon Indemnitee, 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. 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 his Corporate Status prior to such amendment, alteration or repeal. 
 (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 16. Insurance. 
 (a) 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 of the Company, with the advice of counsel, if the Board of Directors so elect, covering Indemnitee or any claim made against Indemnitee for service as a director, advisory director or officer of the Company and covering the
Company for any indemnification or advance of Expenses made by the Company to Indemnitee for any claims made against Indemnitee for service as a director or officer of the Company. 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. 
 (b) If the
Company is a named insured under any policy or policies of insurance referenced in Section 16(a), the Company hereby covenants and agrees that it will not settle any claims or Proceedings that may be covered by such policy or policies of
insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties, fines or amounts paid in settlement without the prior written consent of the Indemnitee. 
 Section 17. 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 18. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is or may be, by reason of his Corporate Status, a witness in any Proceeding, whether instituted by the Company or any other party, and to which Indemnitee is not a party but in which the Indemnitee receives a subpoena to testify, he shall be
advanced all reasonable Expenses and indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. 
  

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 Section 19. Counsel to Indemnitee. [To be included in agreements with Independent
Directors] The Company acknowledges and agrees that the Indemnitee has engaged Andrews Kurth LLP to represent the Indemnitee with respect to the negotiation and execution of this Agreement and the consultation with the Indemnitee from time to
time after the date hereof with respect to the Indemnitee’s rights hereunder. The Company agrees to pay the reasonable fees and expenses incurred by Andrews Kurth LLP in connection with the rendition of services pursuant to such engagement.
Notwithstanding the foregoing, the Company and the Indemnitee acknowledge and agree that Andrews Kurth LLP shall not constitute an Independent Counsel for purposes of this Agreement. 
 Section 20. Duration of Agreement; Binding Effect. 
 (a) This Agreement shall continue until and terminate ten years after the date that Indemnitee shall have ceased to serve as a director, advisory director, trustee, officer, employee, or agent of the Company or of any
other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee served at the request of the Company; provided, that the rights of Indemnitee hereunder shall continue until the final termination of
any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advance of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto.

 (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, advisory director, trustee, officer, employee or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such
person is or was serving at the written request of the Company, and shall inure to the benefit of Indemnitee and his 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. 
 Section 21. 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 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 (b) to the
fullest extent possible, the provisions of this 

  

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Agreement (including, without limitation, each portion of any section 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 22. Exception to Right of Indemnification or Advance of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement
with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification or contribution under this Agreement, and then only to the extent in accordance with and as authorized by Section 12 of
this Agreement, or (b) the Company’s Bylaws, as amended, the Charter, 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. 
 Section 23. 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 24. 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 25. 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 26. 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 most recently communicated to the Company. 

  

	 	(b)	If to the Company to: 

 Thornburg Mortgage, Inc.

 150 Washington Avenue, Suite 302 
 Santa Fe, New Mexico 87501 
 Attn: Larry A. Goldstone, Chief Executive Officer and President 
 or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be. 
  

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 Section 27. 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 28. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. 
 [SIGNATURE PAGE FOLLOWS] 
  

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

							
	THORNBURG MORTGAGE, INC.	  	
				
	By:	  	  
	  	(SEAL)	  	
	Name:	  		  		  	
	Title:	  		  		  	
		
	INDEMNITEE	  	
			
	  
	  		  	
	Name:	  		  		  	

  

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