Exhibit 10.1


 


MFA Financial, Inc.


Form of Indemnification Agreement


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (“Agreement”)
is made and entered into as of the _____ day of ____________, 20__, by and between MFA Financial, Inc., a Maryland corporation
(the “Company”), and ________________________ (“Indemnitee”).


 


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


 


WHEREAS, as an inducement to Indemnitee
to serve or continue to serve in such capacity, the Company has agreed to indemnify Indemnitee 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; 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 30% 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) 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,
real estate investment trust, 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. As a clarification and without limiting the
circumstances in which Indemnitee may be serving at the request of the Company, 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 corporation, partnership, limited liability company, joint venture, trust or other
enterprise (1) of which a majority of the voting power or equity interest is or was owned directly or indirectly by the Company
or (2) the management of which is controlled directly or indirectly by the Company and (ii) if, as a result of Indemnitee’s
service to the Company or any of its affiliated entities, Indemnitee is subject to duties to, 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” means the date 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, arbitration and mediation
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, ERISA excise taxes 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, without limitation, 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 corporation 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.


 






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(g)            “Proceeding”
means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing, claim, demand or discovery request or any other actual, threatened or completed 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, except one pending or completed on
or before the Effective Date, unless otherwise specifically agreed in writing by the Company and Indemnitee. 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 or will serve in the capacity or capacities set forth in the first WHEREAS clause above. However,
this Agreement shall not impose any independent obligation on Indemnitee or the Company to continue Indemnitee’s service
to the Company. This Agreement shall not be deemed an employment contract between the Company (or any other entity) and Indemnitee.


 


Section 3.     General.
The Company shall indemnify, 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 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, without limitation,
the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by the Maryland
General Corporation Law (the “MGCL”), including, without limitation, Section 2-418 of 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 established that (a) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding
and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Indemnitee actually
received an improper personal benefit in money, property or services or (c) in the case of any criminal Proceeding, Indemnitee
had reasonable cause to believe that Indemnitee’s 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 one by or in the right of the Company and Indemnitee is adjudged, in a final adjudication of the
Proceeding not subject to further appeal, to be liable to the Company;


 


(b)           indemnification
hereunder if Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to further appeal, to be liable on the
basis that personal benefit in money, property or services was improperly received in any Proceeding charging improper personal
benefit to Indemnitee, whether or not involving action in Indemnitee’s Corporate Status; or


 






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(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 provide otherwise.


 


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 of Indemnitee by the Company in the following
circumstances:


 


(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 without regard to any limitation on such court-ordered indemnification contemplated
by Section 2-418(d)(2)(ii) of the MGCL.


 


Section 7.     Indemnification
for Expenses of an Indemnitee Who is Wholly or Partially Successful. Notwithstanding any other provision of this Agreement,
and without limiting any such provision, to the extent that Indemnitee was or is, by reason of Indemnitee’s 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, the Company shall indemnify Indemnitee 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 such claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of
this Section 7 and without limitation, 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 any Proceeding, the Company shall, without requiring a preliminary determination of Indemnitee’s ultimate
entitlement to indemnification hereunder, advance all Expenses incurred by or on behalf of Indemnitee in connection with such Proceeding.
The Company shall make such advance of incurred Expenses within ten days after the receipt by the Company of a statement or statements
requesting such advance from time to time, whether prior to or after final disposition of such Proceeding, which advance may be
in the form of, in the reasonable discretion of Indemnitee (but without duplication), (a) payment of such Expenses directly
to third parties on behalf of Indemnitee, (b) advance of funds to Indemnitee in an amount sufficient to pay such Expenses
or (c) 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
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 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 person, and to which Indemnitee is not a party, Indemnitee
shall be advanced and indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith within ten 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. In connection with any such advance of Expenses, the
Company may require Indemnitee to provide an undertaking and affirmation substantially in 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 execution thereof.


 


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 or appropriate
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 in writing 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 has occurred, by Independent Counsel, in a written opinion 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
has not occurred, (A) by a majority vote of the Disinterested Directors or by the majority vote of a group of Disinterested
Directors designated by the Disinterested Directors to make the determination, (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 or delayed, 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 the Board of Directors, by the stockholders of the Company,
other than directors or officers who are parties to the Proceeding. If it is so determined that Indemnitee is entitled to indemnification,
the Company shall make payment to Indemnitee within ten 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 or appropriate 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 (including any court having
jurisdiction over the matter) 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 overcoming 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,
real estate investment trust, 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 ten 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 ten
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, or in an
arbitration conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association,
of Indemnitee’s entitlement to indemnification or advance of Expenses. 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 Indemnitee’s rights under Section 7 of this Agreement. Except as set forth herein,
the provisions of Maryland law (without regard to its conflicts of laws rules) 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 that was not disclosed in connection with
the determination.


 


(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 Indemnitee 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.


 






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(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 tenth 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.


 


Section 13.     Defense
of the Underlying Proceeding.


 


(a)           Indemnitee
shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, 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 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
with respect to Indemnitee which (i) includes an admission of fault of Indemnitee, (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, 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 an opinion of counsel approved by the Company, which approval
shall not be unreasonably withheld or delayed, 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 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 approval 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 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 or delayed, 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 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.
Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, 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 Indemnitee’s 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.


 


(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, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee by
reason of Indemnitee’s Corporate Status and covering the Company for any indemnification or advance of Expenses made by the
Company to Indemnitee for any claims made against Indemnitee by reason of Indemnitee’s Corporate Status. In the event of
a Change in Control, the Company shall maintain in force any and all directors and officers liability insurance policies that were
maintained by the Company immediately prior to the Change in Control for a period of six years with the insurance carrier or carriers
and through the insurance broker in place at the time of the Change in Control; provided, however, (i) if the carriers will
not offer the same policy and an expiring policy needs to be replaced, a policy substantially comparable in scope and amount shall
be obtained and (ii) if any replacement insurance carrier is necessary to obtain a policy substantially comparable in scope
and amount, such insurance carrier shall have an AM Best rating that is the same or better than the AM Best rating of the existing
insurance carrier; provided, further, however, in no event shall the Company be required to expend in the aggregate in excess of
250% of the annual premium or premiums paid by the Company for directors and officers liability insurance in effect on the date
of the Change in Control. In the event that 250% of the annual premium paid by the Company for such existing directors and officers
liability insurance is insufficient for such coverage, the Company shall spend up to that amount to purchase such lesser coverage
as may be obtained with such amount.


 






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(b)           Without
in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee
which would otherwise be indemnifiable hereunder 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 Section 15(a). 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.


 


(c)           The
Indemnitee shall cooperate with the Company or any insurance carrier of the Company with respect to any Proceeding.


 


Section 16.     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 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.


 






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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, real estate investment trust, 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 or substantially all of the business 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, real estate investment trust, 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.


 


(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 of proof, 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 specific performance and injunctive relief, 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.


 






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Section 20.     Severability.
If any provision or provisions of this Agreement shall be held to be invalid, void, illegal or otherwise 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, paragraph or sentence of this Agreement containing any such provision held to
be invalid, void, illegal or otherwise unenforceable that is not itself invalid, void, illegal or otherwise unenforceable) shall
not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) 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 (c) 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, void, illegal or otherwise unenforceable, that is not itself invalid, void, illegal or otherwise unenforceable) shall
be construed so as to give effect to the intent manifested thereby.


 


Section 21.     Counterparts.
This Agreement may be executed in one or more counterparts, (delivery of which may be by facsimile, or via e-mail as a portable
document format (.pdf) or other electronic format), each of which will be deemed to be an original, and it will not be necessary
in making proof of this Agreement or the terms of this Agreement to produce or account for more than one such counterpart. One
such counterpart signed by the party against whom enforceability is sought shall be sufficient to evidence the existence of this
Agreement.


 


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, unless otherwise expressly stated, 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 and receipted for by the party to whom said notice 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.


 






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(b)           If
to the Company, to:


MFA Financial, Inc.


350 Park Avenue, 20th floor


New York, New York 10022


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,
without regard to its conflicts of laws rules.


 


[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.


 


		COMPANY:
	 	 
	 	 
	 	By:	 
	 	 	Name:
		 	Title:



 


	 	INDEMNITEE:
	 	 
	 	Name:
	 	Address:
	 	 




 






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EXHIBIT A


 


AFFIRMATION AND UNDERTAKING TO REPAY EXPENSES
ADVANCED


 


To: The Board of Directors of MFA Financial, Inc.


 


Re: Affirmation and Undertaking


 


Ladies and Gentlemen:


 


This Affirmation and Undertaking is being
provided pursuant to that certain Indemnification Agreement dated the _____ day of ____________, 20__, by and between MFA Financial, Inc.,
a Maryland corporation (the “Company”), and the undersigned Indemnitee (the “Indemnification Agreement”),
pursuant to which I am entitled to advance of Expenses in connection with [Description of Proceeding] (the “Proceeding”).


 


Terms used herein and not otherwise defined
shall have the meanings specified in the Indemnification Agreement.


 


I am subject to the Proceeding by reason
of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm my good faith belief
that at all times, insofar as I was involved as [a director] [and/or] [an officer] of the Company, in any of the facts or events
giving rise to the Proceeding, I (1) did not act with bad faith or active or deliberate dishonesty, (2) did not
receive any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had no
reasonable cause to believe that any act or omission by me was unlawful.


 


In consideration of the advance by the Company
for Expenses incurred by me in connection with the Proceeding (the “Advanced Expenses”), I hereby agree that if,
in connection with the Proceeding, it is established that (1) an act or omission by me 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 or (2) I
actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, I
had reasonable cause to believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced
Expenses relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established.


 


IN WITNESS WHEREOF, I have executed
this Affirmation and Undertaking on this ___ day of ____________________, 20____.


 


	 	 	 
	 	Name: