EX-4.3 3 seriescstockcertificate.htm EXHIBIT 4.3 seriescstockcertificate
SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP AND TRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATION PC INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND 7.00% Series C Cumulative Redeemable Preferred Stock Liquidation Preference $25.00 Per Share, $0.001 Par Value CUSIP 042315 60 6 SEE REVERSE FOR CERTAIN DEFINITIONS Fully paid and non-assessable shares of 7.00% Series C Cumulative Redeemable Preferred Stock Liquidation Preference $25.00 Per Share, $0.001 Par Value, Armour Residential Reit Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate property 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 Bylaws 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 until countersigned by the Transfer Agent and the registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. IDENT Dated: ES IAL R R R E I U T , O I N M C R . A 2009 M A D RYLAN 0000001 Secretary PRESIDENT


 
T T T ransfer TContinental Stock T Shares Transfer T T Continental Stock Transfer Continental Stock Transfer Continental Stock Transfer Continental Stock ransfer Stock T T T Continental Stock T Transfer Continental Stock Transfer Continental Stock ransfer Stock T Transfer Continental T Continental Stock T Transfer Continental Stock Transfer Continental Stock ransfer Stock T Transfer Continental T Continental Stock T T Transfer Continental Stock ransfer Stock T Transfer Continental Transfer Continental Stock Continental Stock T T ransfer Continental Stock T premises. ransfer Stock T Transfer Continental Transfer Continental Stock ransfer Continental Stock Continental Stock T T ransfer Stock T Transfer Continental Transfer Continental Stock Transfer Continental Stock T T ransfer Stock T Transfer Continental Transfer Continental Stock JT TEN JT ransfer Continental Stock ransfer Continental T Stock THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL OWNERSHIP AND CONSTRUCTIVE AND CONSTRUCTIVE OWNERSHIP RESTRICTIONS ON BENEFICIAL TO ARE SUBJECT THIS CERTIFICATE THE SHARES REPRESENTED BY THE WILL COMPANY FURNISH TO ANY STOCKHOLDER OF THE UPON COMPANY REQUEST AND WITHOUT CHARGE A OF FULL STATEMENT Attorney, to transfer the said stock on the books of the within-named Corporation with full full with Corporation within-named the of books the on stock said the transfer to Attorney, power of substitution in the constitutes and appoint of the capital stock represented by this certificate and do hereby irrevocably of T Stock OWNERSHIP AND TRANSFER FOR THE PURPOSE, AMONG OTHERS, OF THE CORPORATION’S MAINTENANCE OF ITS QUALIFICATION AS A REAL ESTATE ESTATE REAL A AS QUALIFICATION ITS OF MAINTENANCE CORPORATION’S THE OF OTHERS, AMONG PURPOSE, THE FOR TRANSFER AND OWNERSHIP THE CORPORATION’S PROVIDED IN AS EXPRESSLY AND EXCEPT RESTRICTIONS FURTHER CERTAIN TO THE CODE. SUBJECT UNDER TRUST INVESTMENT CHARTER, (I) NO OWN PERSON BENEFICIALLY OR MAY OWN CONSTRUCTIVELY SHARES OF THE COMMON CORPORATION’S STOCK IN EXCESS OF OR NUMBER 9.8 OF SHARES UNLESS SHARES) OF SUCH OF THE PERCENT AN COMMON (IN VALUE PERSON OUTSTANDING STOCK OF THE IS CORPORATION CONSTRUCTIVELY OR OWN BENEFICIALLY MAY PERSON NO (II) APPLICABLE); BE SHALL LIMIT HOLDER EXCEPTED THE CASE WHICH (IN HOLDER EXCEPTED OUTSTANDING OR NUMBER IN OF EXCESS SHARES) OF OF THE TOTAL 9.8 STOCK OF THE PERCENT (IN VALUE CORPORATION OWN SHARES OF CAPITAL SHARES STOCK OF OF CAPITAL UNLESS THE SUCH CORPORATION, PERSON AN IS EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT IN WOULD THE RESULT SHALL APPLICABLE); CORPORATION BE STOCK OWN THAT OWN (III) OR CAPITAL NO BENEFICIALLY CONSTRUCTIVELY PERSON MAY AND (IV) HELD” NO REIT; UNDER A AS SECTION BEING 856(H) TO “CLOSELY QUALIFY OF THE TO CODE FAIL OR CAUSE THE OTHERWISE CORPORATION OWNED BEING CORPORATION THE OF STOCK CAPITAL THE IN RESULT WOULD TRANSFER SUCH IF STOCK CAPITAL OF SHARES TRANSFER MAY PERSON BY FEWER THAN 100 PERSONS. ANY PERSON WHO OWNS BENEFICIALLY OR OWNS OWN TO CONSTRUCTIVELY OR BENEFICIALLY ATTEMPTS OR CONSTRUCTIVELY OWN SHARES THE OF IF STOCK CAPITAL WHICH THE CORPORATION. NOTIFY CAUSES OR WILL CAUSE IMMEDIATELY MUST A PERSON TO OWN BENEFICIALLY ABOVE LIMITATIONS OR THE OWN OF CONSTRUCTIVELY VIOLATION IN EXCESS OR STOCK SHARES OF CAPITAL OR EXCESS IN STOCK CAPITAL OF SHARES THE VIOLATED, ARE ABOVE (III) OR (II) (I), IN PROVIDED OWNERSHIP OR TRANSFER ON RESTRICTIONS OF ONE OR THE BENEFIT FOR TRUST A OF TRUSTEE A TO TRANSFERRED AUTOMATICALLY BE WILL ABOVE LIMITATIONS THE OF VIOLATION IN REDEEM SHARES AND UPON THE TERMS CONDITIONS MAY SPECIFIED BY BENEFICIARIES. ADDITION, THE MORE IN CORPORATION CHARITABLE TRANSFER OR OTHER A OR OWNERSHIP THAT DETERMINES THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF WOULD THE BOARD OF DIRECTORS ABOVE (IV) IN PROVIDED RESTRICTION OWNERSHIP THE IF FURTHERMORE, ABOVE. DESCRIBED ABOVE RESTRICTIONS THE DESCRIBED RESTRICTIONS VIOLATE THE OF MAY EVENT VIOLATION IN TRANSFERS ATTEMPTED EVENTS, CERTAIN OF OCCURRENCE THE UPON OR VIOLATED BE TERMS THE IN AB BE MEANINGS THIS CAPITALIZED ALL VOID AS INITIO. DEFINED LEGEND IN HAVE THE MAY OF THE CHARTER CORPORATION, BE WILL AND OWNERSHIP, WHICH, THE OF INCLUDING RESTRICTIONS TRANSFER ON COPY A TIME, MAY TO AMENDED TIME FROM BE COPY THE SAME MAY A SUCH FOR REQUESTS CHARGE. WITHOUT AND REQUEST ON CORPORATION THE OF STOCK CAPITAL OF HOLDER EACH TO FURNISHED OFFICE. ITS PRINCIPAL AT THE CORPORATION OF THE SECRETARY TO BE DIRECTED ANY PREFERENCES, AND AND CONVERSION AS (1) OTHER TO THE DIVIDENDS, RIGHTS, DESIGNATIONS VOTING POWERS, RESTRICTIONS, LIMITATIONS ISSUE; TO AUTHORIZED IS THE CORPORATION WHICH OF EACH CLASS THE STOCK AND CONDITIONS OF REDEMPTION OF TERMS AND QUALIFICATIONS AND (2) WITH OF RESPECT TO THE (A) THE CLASSES BE DIFFERENCES OF ISSUED IN STOCK WHICH THE IN FULL STATEMENT MAY A RELATIVE OF SERIES, BOARD THE OF AUTHORITY THE (B) AND SET; BEEN HAVE THEY EXTENT THE TO SERIES EACH OF SHARES THE BETWEEN PREFERENCES AND RIGHTS SERIES. AND PREFERENCES OF SUBSEQUENT RIGHTS THE RELATIVE SET TO DIRECTORS Transfer Continental Stock Transfer Continental Stock T