Attached files
| file | filename |
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| 8-K - ANNALY CAPITAL MANAGEMENT INC | c70989_8k.htm |
| EX-5.1 - ANNALY CAPITAL MANAGEMENT INC | c70989_ex5-1.htm |
| EX-8.1 - ANNALY CAPITAL MANAGEMENT INC | c70989_ex8-1.htm |
| EX-3.1 - ANNALY CAPITAL MANAGEMENT INC | c70989_ex3-1.htm |
Exhibit 4.1
CERTIFICATE OF STOCK
[LOGO]
ANNALY CAPITAL MANAGEMENT, INC.
INCORPORATED UNDER THE LAWS OF
THE STATE OF MARYLAND
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SHARES |
REDEEMABLE PREFERRED STOCK
SEE REVERSE
FOR
CERTAIN DEFINITIONS
CUSIP 035710805
THIS CERTIFIES
THAT ____________________________________________
is the owner of _________________________________________________
FULLY PAID AND NONASSESSABLE SHARES OF THE 7.50% SERIES D CUMULATIVE REDEEMABLE
PREFERRED STOCK, $0.01 PAR VALUE, OF ANNALY CAPITAL MANAGEMENT, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued and
shall be held subject to all the provisions of the Articles of Incorporation,
as amended, and the By-Laws of the Corporation, as amended (copies of which are
on file at the office of the Transfer Agent), to all of which the holder of
this Certificate by acceptance hereof assents. This Certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
[SEAL OF ANNALY CAPITAL MANAGEMENT, INC.]
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/s/ Nicholas Singh |
/s/ Michael A.J. Farrell |
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SECRETARY |
CHAIRMAN, CHIEF EXECUTIVE |
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OFFICER AND PRESIDENT |
COUNTERSIGNED
AND REGISTERED:
COMPUTERSHARE SHAREOWNER SERVICES LLC
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
THE SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE COMPANY’S ARTICLES OF AMENDMENT AND RESTATEMENT PROVIDE THAT ANY SALE, TRANSFER, GIFT, ASSIGNMENT, DEVICE OR OTHER DISPOSITION OF CAPITAL STOCK OF THE COMPANY THAT, IF EFFECTIVE, WOULD RESULT IN ANY PERSON OR ENTITY BENEFICIALLY OWNING IN EXCESS OF 9.8%, IN NUMBER OF SHARES OR VALUE, OF OUTSTANDING CAPITAL STOCK OF THE COMPANY, SHALL BE VOID AB INITIO AS TO THE TRANSFER OF SUCH SHARES OF CAPITAL STOCK REPRESENTING BENEFICIAL OWNERSHIP OF SHARES OF CAPITAL STOCK IN EXCESS OF SUCH OWNERSHIP LIMIT, AND THE INTENDED TRANSFEREE SHALL ACQUIRE NO RIGHTS IN SUCH SHARES OF CAPITAL STOCK.
THE COMPANY WILL FURNISH TO ANY STOCKHOLDER OF THE COMPANY UPON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF (1) THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION IS AUTHORIZED TO ISSUE; AND (2) WITH RESPECT TO THE CLASSES OF STOCK WHICH MAY BE ISSUED IN SERIES, A FULL STATEMENT OF (A) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET; AND (B) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
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TEN COM — |
as tenants in common |
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UNIF GIFT MIN ACT- |
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Custodian |
______ |
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TEN ENT — |
as tenants by the entireties |
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(Cust) |
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(Minor) |
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JT TEN — as joint tenants with right of |
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Under Uniform Gifts to Minors |
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survivorship and not as tenants |
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Act |
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in common |
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(State) |
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Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ____________________________________ hereby sell, assign and transfer unto
PLEASE INSERT
SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________
______________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
___________________________________________________________________________________________________________
Dated _______________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed: