Exhibit 10.9


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT
(this "Agreement") is made and entered into effective as of                                         ,
20       (the "Effective Date"), by and between Redwood Enhanced Income Corp., a Maryland corporation
(the "Company"), and                                              ("Indemnitee").


 


WHEREAS, at the request of
the Company, Indemnitee currently serves as [a director][an officer] of the Company and may be subjected to claims, suits or proceedings
arising as a result of service as [a director][an officer] of the Company;


 


WHEREAS, 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 applicable law; and


 


WHEREAS, the parties by this
Agreement desire to set forth their agreement regarding indemnification and advance of expenses.


 


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)            "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 "Exchange 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 Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of all of the Company's then-outstanding
securities entitled to vote generally in the election of directors without the prior approval of at least two-thirds of the members of
the Board of Directors in office immediately prior to such person's 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) at
any time, a majority of the members of the Board of Directors are not individuals (A) who were directors as of the Effective Date
or (B) whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by the affirmative
vote of at least two-thirds of the directors then in office who were directors as of the Effective Date or whose election or nomination
for election was previously so approved.


 


(b)            "Corporate
Status" means the status of a person as a present or former director, officer, employee or agent of the Company or as a director,
trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership,
limited liability company, joint venture, trust or other enterprise that such person is or was serving in such capacity at the request
of the Company. For the avoidance of doubt, service by Indemnitee shall be deemed to be at the request of the Company: (i) if Indemnitee
serves or served as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any foreign or domestic
corporation, partnership, limited liability company, joint venture, trust or other enterprise (A) of which a majority of the voting
power or equity interest is owned directly or indirectly by the Company, or (B) the management of which is controlled directly or
indirectly by the Company; or (ii) if, as a result of Indemnitee's service to the Company or any of its affiliated entities, Indemnitee
is subject to duties by, or required to perform services for, an employee benefit plan or its participants or beneficiaries, including
as a deemed fiduciary thereof.


 






     


     


    

 


(c)            "Disinterested
Director" means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification and/or
advance of Expenses is sought by Indemnitee.


 


(d)            "Effective
Date" has the meaning set forth in the first paragraph of this Agreement.


 


(e)            "Expenses"
means any and all reasonable and out-of-pocket attorneys' fees and costs, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, federal,
state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement
and penalties and any other disbursements or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in or otherwise participating in a Proceeding. Expenses shall also include Expenses
incurred in connection with any appeal resulting from any Proceeding including the premium for, security for and other costs relating
to any cost bond, supersedeas bond or other appeal bond or its equivalent.


 


(f)            "Independent
Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither is, nor in the
past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other
than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements),
or (ii) any other party to or participant or witness in the Proceeding giving rise to a claim for indemnification or advance of
Expenses 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.


 


(g)            "Proceeding"
means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or any other proceeding, whether brought by or in the right of the Company or otherwise and whether of a civil
(including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature, including
any appeal therefrom. If Indemnitee reasonably believes that a given situation may lead to or culminate in the institution of a Proceeding,
such situation shall also be considered a Proceeding.


 


Section 2.     Services
by Indemnitee. Indemnitee serves as [a director][an officer] of the Company. However, this Agreement shall not impose any independent
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. This Agreement shall not be deemed an employment contract between the Company
(or any other entity) and Indemnitee.


 






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Section 3.     Indemnification
 – General. The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and
(b) as otherwise to the maximum extent permitted by Maryland law in effect on the Effective Date and 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 Effective Date. The rights of Indemnitee provided in this Section 3 shall include
the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by Section 2-418(g) of
the Maryland General Corporation Law (the "MGCL").


 


Section 4.     Standard
for Indemnification. If, by reason of Indemnitee's Corporate Status, Indemnitee is, or is threatened to be, made a party to
any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all
Expenses actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection with any such Proceeding unless it is
ultimately established in a court of appropriate jurisdiction, by clear and convincing evidence, 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][her] conduct was unlawful.


 


Section 5.     Certain
Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall
not be entitled to:


 


(a)            indemnification
hereunder if the Proceeding was by or in the right of the Company and Indemnitee is adjudged to be liable to the Company;


 


(b)            indemnification
hereunder if Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in any Proceeding charging
improper personal benefit to Indemnitee, whether or not involving action in the Indemnitee's Corporate Status; or


 


(c)            indemnification
or advance of Expenses hereunder if the Proceeding was brought by Indemnitee, unless: (i) the Proceeding was brought to enforce
indemnification under this Agreement, and then only to the extent in accordance with and as authorized by Section 12 of this Agreement,
or (ii) the Company's charter or bylaws, 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 provides otherwise.


 


Section 6.     Court-Ordered
Indemnification. Notwithstanding any other provision of this Agreement (other than Section 16), a court of appropriate jurisdiction,
upon application of Indemnitee and such notice as the court shall require, may order indemnification of Indemnitee by the Company in
the following circumstances:


 






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(a)            if
such court determines that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order
indemnification, in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or


 


(b)            if
such court 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.


 


Section 7.     Indemnification
for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee was or is, by reason of [his][her] Corporate Status, made a party to (or otherwise becomes a participant in) any
Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, Indemnitee shall be indemnified for
all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee's 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 Indemnitee or on Indemnitee's behalf in connection with each successfully resolved claim, issue or matter, allocated on a reasonable
and proportionate basis. For purposes of this Section 7, the termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


Section 8.     Advance
of Expenses for Indemnitee. If, by reason of Indemnitee's Corporate Status, Indemnitee is, or is threatened to be, made a party
to (or otherwise becomes a participant in) any Proceeding, 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 such Proceeding; provided that for so long as the Company is subject to the Investment Company Act of 1940 (the "Investment
Company Act"), any advancement of Expenses shall be subject to at least one of the following as a condition of the advancement:
(a) Indemnitee shall provide a security for [his][her] undertaking, (b) the Company shall be insured against losses arising
by reason of any lawful advances or (c) a majority of a quorum of the Disinterested Directors, or Independent Counsel in a written
report based on a review of readily available facts (as opposed to a full-trial-type inquiry), shall determine that there is no reason
to believe that Indemnitee ultimately will be found to not be entitled to indemnification. Such advance or advances shall be made within
10 days after the receipt by the Company of a statement or statements requesting such advance or advances from time to time, whether
prior to or after final disposition of such Proceeding, and may be in the form of, in the reasonable discretion of Indemnitee (but without
duplication): (i) payment of such Expenses directly to third parties on behalf of Indemnitee; (ii) advancement to Indemnitee
of funds in an amount sufficient to pay such Expenses; or (iii) reimbursement to Indemnitee for Indemnitee's payment of such Expenses.
Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied
by a written affirmation by Indemnitee of Indemnitee's good faith belief that the standard of conduct necessary for indemnification by
the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee, in substantially
the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of
the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to claims, issues or matters in the Proceeding
as to which it shall ultimately be established, in a court of appropriate jurisdiction by clear and convincing evidence, that the standard
of conduct has not been met by Indemnitee and which have not been successfully resolved as described in Section 7 of this Agreement.
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 reasonable and proportionate basis. The undertaking required by this Section 8 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.


 






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Section 9.     Indemnification
and Advance of Expenses as a Witness or Other Participant. Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee is or may be, by reason of Indemnitee's Corporate Status, made a witness or otherwise asked to participate in any Proceeding,
whether instituted by the Company or any other party, and to which Indemnitee is not a party, Indemnitee shall be advanced all reasonable
Expenses and indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection
therewith within 10 days after the receipt by the Company of a statement or statements requesting any such advance or indemnification
from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence
the Expenses incurred by Indemnitee.


 


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. Indemnitee may submit one or more such requests from time to time and at such time(s) as
Indemnitee deems appropriate in Indemnitee's sole discretion. The officer of the Company receiving any such request from Indemnitee shall,
promptly upon receipt of such a request for indemnification, advise the Board of Directors that Indemnitee has requested indemnification.


 


(b)            Upon
written request by Indemnitee for indemnification pursuant to Section 10(a) above, 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 report to the Board of Directors, a copy of which shall be delivered to Indemnitee,
which Independent Counsel shall be selected by Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of
the MGCL, which approval shall not be unreasonably withheld; or (ii) if a Change in Control shall not have occurred, (A) by
the Board of Directors acting in good faith by a majority vote of a quorum consisting of Disinterested Directors or, if such a quorum
cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Directors consisting solely of one or more
Disinterested Directors, (B) if Independent Counsel has been selected by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of
the MGCL and approved by Indemnitee, which approval shall not be unreasonably withheld, by Independent Counsel in a written report 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, payment
to Indemnitee shall be made within 10 days after such determination. 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(b). 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.


 






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(c)            The
Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.


 


Section 11.     Presumptions
and Effect of Certain Proceedings.


 


(a)            In
making any 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.


 


(b)            The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon a plea of
nolo contendere or its equivalent, or 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)            The
knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director,
trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership,
limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to Indemnitee for purposes
of determining any other right to indemnification under this Agreement.


 


Section 12.     Remedies
of Indemnitee.


 


(a)            If
(i) a determination is made pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement; (ii) advance of Expenses is not timely made pursuant to Sections 8 or 9 of this Agreement; (iii) no determination
of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within 60 days after receipt
by the Company of the request for indemnification; (iv) payment of indemnification is not made pursuant to Sections 7 or 9 of this
Agreement within 10 days after receipt by the Company of a written request therefor; or (v) payment of indemnification pursuant
to any other section of this Agreement or the charter or bylaws of the Company is not made within 10 days after a determination has been
made that Indemnitee is entitled to indemnification, 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 Indemnitee's entitlement to such indemnification or advance
of Expenses. Alternatively, Indemnitee, at Indemnitee's 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 a 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][her] rights under Section 7 of this Agreement. Except as set forth herein, the provisions
of Maryland law shall apply to any such arbitration. The Company shall not oppose Indemnitee's right to seek any such adjudication or
award in arbitration.


 






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(b)            In
any judicial proceeding or arbitration commenced pursuant to this Section 12, Indemnitee shall be presumed to be entitled to
indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving that
Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If Indemnitee commences a judicial proceeding
or arbitration pursuant to this Section 12, Indemnitee shall not be required to reimburse the Company for any advances pursuant
to Section 8 of this Agreement until a final determination is made with respect to Indemnitee's entitlement to indemnification (as
to which all rights of appeal have been exhausted or lapsed). The Company shall, to the fullest extent not prohibited by law, be precluded
from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions
of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the
Company is bound by all of the provisions of this Agreement.


 


(c)            If
a determination shall have been made pursuant to Section 10(b) of this Agreement that Indemnitee is entitled to indemnification,
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 is successful in seeking, pursuant to this Section 12, a judicial adjudication of or an award in arbitration
to enforce Indemnitee's 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][her] 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 advance of Expenses sought, the Expenses incurred by Indemnitee in connection
with such judicial adjudication or arbitration shall be appropriately prorated.


 


(e)            Interest
shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial Proceedings
Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period (i) commencing
with either the 10th day after the date on which the Company was requested to advance Expenses in accordance with Sections 8 or 9 of
this Agreement or the 60th day after the date on which the Company was requested to make the determination of entitlement to indemnification
under Section 10(b) of this Agreement, as applicable, and (ii) ending on the date such payment is made to Indemnitee by
the Company.


 






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Section 13.     Defense
of the Underlying Proceeding.


 


(a)            Indemnitee
shall notify the Company promptly in writing upon being served with or receiving any summons, citation, subpoena, complaint, indictment,
notice, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses
hereunder and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the
Proceeding. 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.


 


(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 of a claim against
Indemnitee which (i) includes an admission of fault of Indemnitee, (ii) does not include, as an unconditional term thereof,
the full release with prejudice of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance
reasonably satisfactory to Indemnitee, or (iii) would impose any Expense, judgment, fine, penalty or limitation on Indemnitee. This
Section 13(b) shall not apply to a Proceeding brought by Indemnitee under Section 12 of this Agreement.


 


(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 advice of counsel approved by the Company, which approval shall not be unreasonably
withheld, that Indemnitee 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 advice of counsel approved by the Company,
which approval shall not be unreasonably withheld, 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
approval shall not be unreasonably withheld, at the expense of the Company. In addition, if the Company fails to comply with any of its
obligations under this Agreement or in the event that 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 approval shall not be unreasonably withheld, at the expense of the Company (subject to Section 12(d) of this Agreement),
to represent Indemnitee in connection with any such matter.


 






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Section 14.     Non-Exclusivity;
Survival of Rights; Subrogation.


 


(a)            The
rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to
which Indemnitee may at any time be entitled under (i) applicable law, (ii) the charter or bylaws of the Company, (iii) any
agreement or (iv) a resolution of (A) the stockholders entitled to vote generally in the election of directors or (B) the
Board of Directors, or otherwise. Unless consented to in writing by Indemnitee, 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][her] Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect
to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred
is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every
other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy
hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.


 


(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 15.     Insurance.
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 directors and officers liability
insurance. The purchase, establishment and maintenance of any such insurance shall not in any way limit or affect the rights or obligations
of the Company or Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement
by the Company and Indemnitee shall not in any way limit or affect the rights or obligations of the Company under any such insurance
policies. If, at the time the Company receives notice from any source of a Proceeding to which Indemnitee is a party or a participant
(as a witness or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice
of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.


 


Section 16.     Coordination
of Payments; Investment Company Act. Notwithstanding any other provision of this Agreement, 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 (i) Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise,
or (ii) for so long as the Company is subject to the Investment Company Act, indemnification or payment or reimbursement of expenses
would not be permissible under the Investment Company Act, whether pursuant to Section 17(h) thereunder or otherwise.


 






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Section 17.     Contribution.
If the indemnification provided in this Agreement is unavailable in whole or in part and may not be paid to Indemnitee for any reason,
other than for failure to satisfy the standard of conduct set forth in Section 4 or due to the provisions of Section 5, then,
with respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to
the fullest extent permissible under applicable law, the Company, in lieu of indemnifying and holding harmless Indemnitee, shall pay,
in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, penalties, and/or amounts paid or to
be paid in settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company
hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.


 


Section 18.     Reports
to Stockholders. To the extent required by the MGCL, the Company shall report in writing to its stockholders the payment of any amounts
for indemnification of, or advance of Expenses to, Indemnitee under this Agreement arising out of a Proceeding by or in the right
of the Company with the notice of the meeting of stockholders of the Company next following the date of the payment of any such indemnification
or advance of Expenses or prior to such meeting.


 


Section 19.     Duration
of Agreement; Binding Effect.


 


(a)            This
Agreement shall continue until and terminate on the later of: (i) the date that Indemnitee shall have ceased to serve as a director,
officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee
or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit
plan or other enterprise that such person is or was serving in such capacity at the request of the Company and (ii) the date that
Indemnitee is no longer subject to any actual or possible Proceeding (including any rights of appeal thereto and any Proceeding commenced
by Indemnitee pursuant to Section 12 of this Agreement).


 


(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, substantially all or a substantial part, of the business and/or assets of the Company), shall continue as to an
Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, trustee, officer, partner, manager,
managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company,
and shall inure to the benefit of Indemnitee and Indemnitee's spouse, assigns, heirs, devisees, executors and administrators and other
legal representatives.


 






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(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.


 


(d)            The
Company and Indemnitee agree that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult to prove, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of
showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not
be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. Indemnitee shall further be entitled to
such injunctive relief and/or specific performance, including temporary restraining orders, preliminary injunctions and permanent injunctions,
without the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges that, in the absence of
a waiver, a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives any such requirement of such
a bond or undertaking.


 


Section 20.     Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the
validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any
Section, paragraph or sentence 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 shall remain enforceable to the fullest
extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable
law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence 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 21.     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. Counterparts may be delivered via facsimile,
electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act,
the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 






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Section 22.     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 23.     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 24.     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 or overnight courier service and receipted for by the party to whom said notice, request, demand or other
communication shall have been directed, on the day of such delivery, 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 set forth on the signature page hereto.


 


(b)            If
to the Company, to:


 


Redwood Enhanced Income Corp.

250 West 55th Street

New York, NY 10019

Attn: General Counsel


 


or to such other address as may have been furnished
in writing to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


Section 25.     Governing
Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland.


 


[SIGNATURE PAGE FOLLOWS]


 






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


 


	 	REDWOOD ENHANCED INCOME CORP.
	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	INDEMNITEE
	 	 
	 	 
	 	Name:
	 	Address:


 






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