Form of Specimen Certificate



 Exhibit 4.1 

 

					
	7.625% SERIES A CUMULATIVE REDEEMABLE	  	                CUSIP 41902R 400
	 PREFERRED STOCK (LIQUIDATION PREFERENCE $25.00 PER SHARE)
	  	SEE REVERSE FOR CERTAIN
	     No.
	 		  	DEFINITIONS AND A STATEMENT AS TO THE
RIGHTS,
PREFERENCES, PRIVILEGES AND RESTRICTIONS ON SHARES

 HATTERAS FINANCIAL CORP. 
  





 
 INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND 

This Certifies
                         that is the record holder of
                     fully paid and non-assessable shares of 7.625% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share, of
Hatteras Financial Corp., transferable only on the books of the Corporation in person or by a duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be
subject to all of the provisions of the Corporation’s charter, as amended, and bylaws, as amended. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 

IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the
Corporation. 
 Dated: 
  

					
	 Authorized Signatures: _____________________________

                   
                     Kenneth A. Steele, Secretary
	 	 [Seal]
	  	 ____________________________________
 Benjamin M. Hough, President

		
	 Countersigned and Registered:
  

                         
               Transfer Agent and Registrar
  
             By: ___________________________________
                    Authorized Signature
	  	


  
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 [REVERSE SIDE OF CERTIFICATE] 

The Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by
Section 2-211(b) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to 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 shares of each class of stock which the Corporation has authority to issue and (i) the differences in the relative rights and preferences between the shares of each series to the
extent that they have been set and (ii) the authority of the board of directors of the Corporation to set the relative rights and preferences of subsequent series. The following summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the charter of the Corporation, as may be amended from time to time, a copy of which will be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the
Corporation at its principal office. 
 The shares represented by this certificate are subject to restrictions on Beneficial and
Constructive Ownership and Transfer for the purpose, among others, of the Corporation’s maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain
further restrictions and except as expressly provided in the Corporation’s charter, (I) (A) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares of Series A Preferred Stock, taking into account
any other Capital Stock Beneficially or Constructively Owned by such Person, in excess of the Aggregate Stock Ownership Limit; and (B) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares of Series A
Preferred Stock in excess of the Series A Ownership Limit; (II) no Person shall Beneficially Own or Constructively Own shares of Series A Preferred Stock to the extent that such Beneficial Ownership or Constructive Ownership of Series A Preferred
Stock, taking into account any other Capital Stock of the Corporation Beneficially or Constructively Owned by such Person, would result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code (without
regard to whether the ownership interest is held during the last half of a taxable year); (III) no Person shall Transfer shares of Series A Preferred Stock to the extent such Transfer would result in the Capital Stock being Beneficially Owned by
less than one hundred (100) Persons (determined under the principles of Section 856(a)(5) of the Code); and (IV) no Person shall Beneficially Own or Constructively Own shares of Series A Preferred Stock to the extent such Beneficial
Ownership or Constructive Ownership would cause the Corporation to Constructively Own ten percent (10%) or more of the ownership interests in a tenant of the Corporation’s real property within the meaning of Section 856(d)(2)(B) of
the Code or would otherwise cause the Corporation to fail to qualify as a REIT. 
 Any Person who Beneficially Owns or
Constructively Owns (or attempts to Beneficially Own or Constructively Own) shares of Series A Preferred Stock which causes or will cause a Person to Beneficially Own or Constructively Own shares of Series A Preferred Stock in excess or in violation
of the above limitations must immediately notify the Corporation. If any of the restrictions on transfer or ownership are violated, the shares of Series A Preferred Stock represented hereby will be automatically transferred to a Trustee of a
Charitable Trust for the benefit of one or more Charitable Beneficiaries. In addition, the Corporation may redeem shares upon the terms and conditions specified by the Board of Directors in its sole discretion if the Board of Directors determines
that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All capitalized
terms in this legend have the meanings defined in the charter of the Corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Series A
Preferred Stock of the Corporation on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its principal office. 
 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:

  

									
	 	  	 	  	 	  	UNIF GIFT MIN ACT --	  	 
	 TEN COM        
	  	     --    
	  	as tenants in common	  	_______ Custodian ______	  	
	 TEN ENT
	  	 --
	  	as tenants by the entireties	  	(Cust)                            
    (Minor)	  	
	 JT TEN
	  	 --
	  	as joint tenants with right of	  	under Uniform Gifts to Minors	  	
		  		  	survivorship and not as tenants	  	            Act ________________________	  	
		  		  	in common	  	                             
   (State)	  	

 For value received, __________________ hereby sells, assigns and transfers unto __________ (Please insert social security
or other identifying number of assignee) ___________________________________________________________________ (Please print or typewrite name and address, including zip code, of assignee) ____________________________ Shares represented by the within
Certificate, and does hereby irrevocably constitute and appoint ______________________________ Attorney to transfer the said shares on the books of the within named Corporation with full power of substitution in the premises. 

 

							
	 	 	Dated_____________________________________	  	X_______________________________________________                     
                                       

	 	 	 	  	 NOTICE: The signature to this assignment must correspond with the name as written up

on the face of the certificate in every particular, without alteration or enlargement or any
change whatever.



SIGNATURE(S) GUARANTEED    
________________________________________________________________________________________________________________ 
 THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17-Ad.


  
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