Separation and Consulting Agreement, dated as of April 26, 2023, by and between the Company and Nathan R. Reese

5.    Legal Proceedings. Reese represents that he has not filed any claim, notice or any other document describing or naming NYMT, the Company or any of their direct or indirect subsidiaries with any governmental agency.

6.    Mutual Non-Disparagement. Reese will not, whether verbally, in writing or by electronic means, make or publish any negative or unfavorable statement of any kind about, nor otherwise criticize or disparage, NYMT, the Company or any their direct or indirect subsidiaries or any of their employees, its directors, services or operations, whether such statements are true or untrue. The Company will not, and will cause NYMT to not, whether verbally, in writing or by electronic means, make or publish any negative or unfavorable statement of any kind about, nor otherwise criticize or disparage Reese, Reese’s services, conduct or character, whether such statements are true or untrue. Nothing contained herein prohibits Reese or the Company from testifying truthfully under oath where compelled by law to do so.

7.    Section 409A. Notwithstanding anything herein to the contrary: (i) Reese’s termination of employment on the Termination Date is intended to constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations and (ii) it is the intent of the Company and Reese that the amounts deliverable pursuant to Section 5 of this Agreement constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) and will be settled in a manner compliant with Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are compliant with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Reese on account of non-compliance with Section 409A.

8.    Proprietary and Confidential Information. Reese agrees and acknowledges that, because of his employment with the Company, he has acquired information regarding the Company’s trade secrets and/or proprietary and confidential information, including, but not limited to financial information, compensation information, pricing information, market strategies, ideas, and plans, related to the Company’s past, present or anticipated business. Therefore, except as may be required by law, Reese acknowledges and agrees that he will not, at any time, disclose to others, permit to be disclosed, used, permit to be used, copy or permit to be copied, any trade secrets and/or proprietary and confidential information acquired during his employment with the Company. Nothing herein shall be construed as prohibiting Company from pursuing any other remedies available to it for any such breach or threatened breach, including the recovery of damages and attorney’s fees. In the event that a court determines that Reese has breached this Section of the Agreement, the Company will be entitled to recover any attorney’s fees in seeking enforcement of this Section.

9.    Return of Documents and Property. Reese agrees that when he leaves the Company on July 31, 2023, he will return any laptops or equipment belonging to the Company and that he will not retain any documents, files or other materials (including any electronically-stored information) belonging to the Company or that contain Company’s trade secrets and/or proprietary and confidential information.

12.    Entirety of Agreement. This Agreement and the Release set forth the entire Agreement between the parties hereto, and fully supersede any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof.

13.    Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, their successors and permitted assigns; provided, however, that Reese may not assign nor transfer to any person or entity any of Reese’s rights or benefits hereunder, and any such purported assignment shall be void. Reese warrants and represents to the Company that Reese has not conveyed nor assigned, nor attempted to convey nor assign, any interest in or to any of the claims being released herein to any other person or entity.

14.    No Admission. This Agreement is entered into to compromise and settle disputed claims and legal issues, and neither the execution of this Agreement, nor the payment or furnishing of the Severance Benefit shall constitute or be deemed to be an admission of liability on the part of any of the Releasees all of which is expressly denied.

15.    Governing Law. This Agreement is made and entered into in the State of New York and shall in all respects be interpreted, enforced, and governed under the laws of the State of New York.

1.    Employee acknowledges and agrees that as of August 1, 2023, Employee was no longer employed by, or in any other service relationship with, any Released Party (as defined below).

2.    For and in consideration of the Severance Benefits described in the Separation Agreement, Employee does hereby forever, fully and finally release, acquit, and discharge the Company, NYMT and their affiliated entities, along with each of the foregoing entities’ respective past, present and future members, trustees, officers, directors, managers, fiduciaries, agents, insurers, and benefits plans (and the fiduciaries of such plans), in their personal and representative capacities (collectively, the “Released Parties”), from liability for, and does hereby covenant and agree never to institute or cause to be instituted any suit or other form of action or proceeding of any kind or nature whatsoever against any of the Released Parties based upon, claims, demands, losses, indebtedness, agreements, promises, causes of action, obligations, damages and liabilities of any nature whatsoever, in law or in equity, whether or not known, suspected or claimed, that Employee has ever had, has claimed to have, now has, or could have against any Released Party by reason of any act, event, omission, occurrence, or thing existing or occurring on or before the date that Employee signs this Release Agreement (the “Signing Date”), including, without limitation, any and all claims, demands, losses, indebtedness, agreements, promises, causes of action, obligations, damages and liabilities relating to Employee’s employment with the Company, including, without limitation: (i) any alleged violation of the Age Discrimination in Employment Act of 1967, as amended, and any other federal, state or local labor or employment law, including those relating to anti-discrimination and anti-retaliation, or any other local, state or federal law, regulation or ordinance; (ii) any public policy, contract, tort, or common law claim; (iii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in, or with respect to, any Released Claims (as defined below); (iv) any and all rights, benefits or claims Employee may have under any incentive compensation plan or agreement, and (v) any claim for compensation or benefits of any kind through the Signing Date (collectively, the “Released Claims”).

3.    The foregoing release does not release or impair (i) any rights to vested benefits under an employee benefits plan of any Released Party that is subject to the Employee Retirement Income Security Act of 1974, as amended, or (ii) any claims first arising after the Signing Date. Nothing in this Release Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Release Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or other federal, state or local agency or participating in any investigation or proceeding conducted by the EEOC or other federal, state or local agency; however, Employee understands and agrees that, to the extent permitted by law, Employee is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions. Nothing herein limits Employee’s right to receive an award for information provided to any governmental agency.

4.    Employee expressly acknowledges and agrees that Employee has received all leaves (paid and unpaid) to which Employee has been entitled during the period of Employee’s employment or service relationship with the Company and any other Released Party prior to the Signing Date, and Employee has received all wages, been afforded all rights, and been paid all bonuses, compensation and other sums that Employee is owed or has been owed by the Company and the other Released Parties prior to the Signing Date.

5.    Employee agrees not to bring or join any lawsuit against any of the Released Parties in any court relating to any of the Released Claims. Employee hereby represents and warrants that Employee has not filed any claims, complaints, charges or lawsuits against any of the Released Parties with any governmental agency or with any state or federal court or arbitrator for, or with respect to, a matter, claim, or incident that occurred or arose out of one or more occurrences that took place on or prior to the date that Employee signs this Release.

6.    By executing and delivering this Release, Employee hereby expressly acknowledges that:

(a) Employee has carefully read this Release;

(b) Employee has had sufficient time (and at least 21 days) to consider this Release before the execution and delivery hereof to the Company;

(c) Employee is hereby advised in writing to discuss this Release with an attorney of Employee’s choice and Employee has had adequate opportunity to do so prior to executing this Release;

(d) Employee fully understands the final and binding effect of this Release; the only promises made to Employee to sign this Release are those stated in the Separation Agreement and herein; and Employee is signing this Release knowingly, voluntarily and of Employee’s own free will, and Employee understands and agrees to each of the terms of this Release; and

(e) Employee’s entry into this Release Agreement is a condition to Employee’s receipt of the Severance Benefits, and that, in the absence of timely executing and returning this Release Agreement, Employee would not be entitled to receive the Severance Benefits.

7.    Notwithstanding the initial effectiveness of this Release Agreement, Employee may revoke the delivery (and therefore the effectiveness) of this Release Agreement within the seven-day period beginning on the date Employee executes this Release Agreement (such seven-day period being referred to herein as the “Release Revocation Period”). To be effective, such revocation must be in writing signed by Employee and must be received by the Company, care of Jason Serrano at jserrano@NYMTrust.com so that it is received no later than 11:59 p.m. New York City time, on the last day of the Release Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, then no Severance Benefits (or portion thereof) shall be provided to Employee and the release of claims set forth in this Release Agreement shall be of no force or effect.

9.    This Release Agreement and the releases and covenants contained herein shall be binding upon Employee, Employee’s heirs, executors, administrators, assigns, agents, and anyone purporting to claim through or on behalf of Employee. This Release Agreement and the releases and covenants contained herein shall inure to the benefits of all Released Parties and each of their respective predecessors, successors, and assigns