Mfa Mortgage Investments Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 19th, 2020 • Mfa Financial, Inc. • Real estate investment trusts • Maryland

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”).

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Exhibit 3.6 AGREEMENT OF LIMITED PARTNERSHIP
Limited Partnership Agreement • February 12th, 1998 • America First Mortgage Investments Inc • Delaware
AMERICA FIRST MORTGAGE INVESTMENTS, INC. 6,500,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT TABLE OF CONTENTS
Underwriting Agreement • January 15th, 2002 • America First Mortgage Investments Inc • Real estate investment trusts • New York
MFA MORTGAGE INVESTMENTS, INC. 7,500,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT February 10, 2004
Underwriting Agreement • February 12th, 2004 • Mfa Mortgage Investments • Real estate investment trusts • New York

UBS SECURITIES LLC RBC CAPITAL MARKETS CORPORATION PIPER JAFFRAY & Co. as the several Underwriters, c/o UBS Securities LLC 299 Park Avenue New York, New York 10171-0026

MFA MORTGAGE INVESTMENTS, INC. 40,000,000 SHARES CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
Sales Agreement • December 12th, 2008 • Mfa Mortgage Investments • Real estate investment trusts • New York

MFA MORTGAGE INVESTMENTS, INC., a Maryland corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:

5,000,000 Shares Common Stock ($0.01 Par Value)
Underwriting Agreement • August 7th, 2003 • Mfa Mortgage Investments • Real estate investment trusts • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 23rd, 2021 • Mfa Financial, Inc. • Real estate investment trusts • Maryland

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 22nd day of February, 2021, and effective as of the first day of January, 2021 (the “Effective Date”), by and between MFA Financial, Inc. (“MFA”), and Craig L. Knutson (the “Executive”).

AMERICA FIRST MORTGAGE INVESTMENTS, INC. 8,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 2nd, 2001 • America First Mortgage Investments Inc • Real estate investment trusts • New York

FRIEDMAN, BILLINGS, RAMSEY & CO., INC. TUCKER ANTHONY INCORPORATED STIFEL, NICOLAUS & COMPANY, INCORPORATED as Representatives of the several Underwriters c/o Friedman, Billings, Ramsey & Co., Inc. 1001 19th Street North Arlington, Virginia 22209

ADVISORY AGREEMENT
Advisory Agreement • April 24th, 1998 • America First Mortgage Investments Inc • Real estate investment trusts • Maryland
MFA FINANCIAL, INC. 50,000,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT July 29, 2009
Underwriting Agreement • August 3rd, 2009 • Mfa Financial, Inc. • Real estate investment trusts • New York

MORGAN STANLEY & CO. INCORPORATED DEUTSCHE BANK SECURITIES INC. as Representatives of the several Underwriters, c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2010 • Mfa Financial, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the 31st day of December, 2009 by and between MFA FINANCIAL, INC., a Maryland corporation ("MFA"), and TIMOTHY W. KORTH II, residing at the address set forth on the signature page hereof (the "Executive").

FORM OF ADVISORY AGREEMENT
Advisory Agreement • February 12th, 1998 • America First Mortgage Investments Inc • Maryland
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2010 • Mfa Financial, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the 31st day of December, 2009, by and between MFA FINANCIAL, INC., a Maryland corporation ("MFA"), and TERESA D. COVELLO, residing at the address set forth on the signature page hereof (the "Executive").

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 12th, 2008 • Mfa Mortgage Investments • Real estate investment trusts • New York

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 10th day of December, 2008 by and between MFA MORTGAGE INVESTMENTS, INC., a Maryland corporation (“MFA”), and WILLIAM S. GORIN (the “Executive”).

MFA FINANCIAL, INC.
Underwriting Agreement • February 28th, 2020 • Mfa Financial, Inc. • Real estate investment trusts • New York

MFA Financial, Inc., a Maryland corporation (the “Company”), proposes to issue and sell, severally and not jointly, to the several underwriters listed in Schedule A hereto (collectively, the “Underwriters”), for whom Morgan Stanley & Co. LLC is acting as representative (the “Representative”), 11,000,000 shares (the “Firm Securities”) of 6.50% series C fixed-to-floating rate cumulative redeemable preferred stock, liquidation preference $25.00 per share (the “Series C Preferred Stock”), of the Company. In addition, solely to cover over-allotments, if any, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,650,000 shares of Series C Preferred Stock (the “Additional Securities”). The Firm Securities and the Additional Securities are hereinafter collectively sometimes referred to as the “Securities.” The Securities are described in the Prospectus which is referred to below. The Securities will be established by the Articles Supple

AMENDED AND RESTATED AGREEMENT
Employment Agreement • February 22nd, 2024 • Mfa Financial, Inc. • Real estate investment trusts • Maryland

THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”) is entered into and effective this 21st day of February, 2024 (the “Effective Date”), by and between Harold E. Schwartz (“Executive”) and MFA Financial, Inc. (“MFA” or the “Company”) and amends and restates the agreement entered into as of May 5, 2021 (the “May 2021 Agreement”), between Executive and the Company.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 27th, 2004 • Mfa Mortgage Investments • Real estate investment trusts • New York

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 30th day of March, 2004, by and between MFA MORTGAGE INVESTMENTS, INC., a Maryland corporation (“MFA”), and RONALD A. FREYDBERG, an individual residing at 3 Red Roof Drive, Rye Brook, New York 10573 (the “Executive”).

MFA Financial, Inc. and Wilmington Trust, National Association as Trustee First Supplemental Indenture Dated as of June 3, 2019 to the Indenture Dated as of June 3, 2019 6.25% Convertible Senior Notes due 2024
First Supplemental Indenture • June 3rd, 2019 • Mfa Financial, Inc. • Real estate investment trusts • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 3, 2019, between MFA Financial, Inc., a Maryland corporation (the “Company”), and Wilmington Trust, National Association (the “Trustee”), a national banking association organized under the laws of the United States, as trustee under the Indenture dated as of June 3, 2019, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 7th, 2011 • Mfa Financial, Inc. • Real estate investment trusts • Maryland

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 30th day of June, 2011 (the “Effective Date”) by and between MFA Financial, Inc. (“MFA”), and Ronald A. Freydberg (the “Executive”).

MFA FINANCIAL, INC. 65,000,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT March 8, 2011
Underwriting Agreement • March 11th, 2011 • Mfa Financial, Inc. • Real estate investment trusts • New York
MFA Financial, Inc. and Wilmington Trust, National Association as Trustee Second Supplemental Indenture Dated as of January 11, 2024 to the Indenture Dated as of June 3, 2019 8.875% Senior Notes due 2029
Second Supplemental Indenture • January 11th, 2024 • Mfa Financial, Inc. • Real estate investment trusts • New York

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 11, 2024, between MFA Financial, Inc., a Maryland corporation (the “Company”), and Wilmington Trust, National Association (the “Trustee”), a national banking association organized under the laws of the United States, as trustee under the Indenture dated as of June 3, 2019, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 12th, 2015 • Mfa Financial, Inc. • Real estate investment trusts • New York

AMENDMENT NO. 1 (this “Amendment”), dated as of the 9th day of February, 2015, to EMPLOYMENT AGREEMENT, entered into as of the March 1, 2010 (the “Agreement”), by and between MFA FINANCIAL, INC., a Maryland corporation (“MFA”), and Sunil Yadav (“Executive”).

MFA FINANCIAL, INC. EQUITY COMPENSATION PLAN [AMENDED AND RESTATED] PHANTOM SHARE AWARD AGREEMENT (PERFORMANCE-BASED VESTING)
Phantom Share Award Agreement • December 27th, 2018 • Mfa Financial, Inc. • Real estate investment trusts • Maryland

This [AMENDED AND RESTATED] PHANTOM SHARE AWARD AGREEMENT, dated as of the day of , 20 , [amends and restates the Agreement dated as of the day of , 20 ](1) (the “Grant Date”), by and between MFA Financial, Inc., a Maryland corporation (the “Company”), and [ ] (the “Grantee”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 4th, 2022 • Mfa Financial, Inc. • Real estate investment trusts

THIS AMENDMENT NO. 1 (the “Amendment”), dated as of May 3, 2022, to the Amended and Restated Employment Agreement with the Company entered into as of February 22, 2021 (the “Employment Agreement”), is made by and between MFA Financial, Inc. (the “Company”) and Gudmundur Kristjansson (“Executive”).

MFA FINANCIAL, INC.
Underwriting Agreement • April 17th, 2024 • Mfa Financial, Inc. • Real estate investment trusts • New York

MFA Financial, Inc., a Maryland corporation (the “Company”), proposes to issue and sell, severally and not jointly, to the several underwriters listed in Schedule A hereto (collectively, the “Underwriters”), for whom Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Piper Sandler & Co., are acting as representatives (the “Representatives”), $75,000,000 aggregate principal amount of its 9.000% Senior Notes due 2029 (the “Firm Securities”) to be issued pursuant to the provisions of a base indenture, dated as of June 3, 2019 (the “Base Indenture”), as supplemented by a third supplemental indenture to be dated as of April 17, 2024 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each by and between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). In addition, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an ad

MFA MORTGAGE INVESTMENTS, INC. 7,000,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT October 2, 2007
Underwriting Agreement • October 4th, 2007 • Mfa Mortgage Investments • Real estate investment trusts • New York

UBS SECURITIES LLC DEUTSCHE BANK SECURITIES INC. JMP SECURITIES LLC BEAR, STEARNS & CO. INC. RBC CAPITAL MARKETS CORPORATION as the several Underwriters, c/o UBS Securities LLC 299 Park Avenue New York, New York 10171-0026

MFA FINANCIAL, INC. EQUITY COMPENSATION PLAN FORM OF PHANTOM SHARE AWARD AGREEMENT (TIME BASED VESTING)
Phantom Share Award Agreement • February 22nd, 2024 • Mfa Financial, Inc. • Real estate investment trusts

AGREEMENT, dated as of the __ of __________, 202_ (the “Grant Date”), by and between MFA Financial, Inc., a Maryland corporation (the “Company”), and ___________ (the “Grantee”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 25th, 2006 • Mfa Mortgage Investments • Real estate investment trusts • New York

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 16th day of April, 2006 by and between MFA MORTGAGE INVESTMENTS, INC., a Maryland corporation (“MFA”), and WILLIAM S. GORIN, an individual residing at 1050 Fifth Avenue, New York, New York 10028 (the “Executive”).

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