EX-4.3


 Exhibit 4.3 

 

					
	 Incorporated Under the Laws of the State of Maryland

 

	     5.70% SERIES E CUMULATIVE

REDEEMABLE PREFERRED STOCK
	  		  	 5.70% SERIES E CUMULATIVE

REDEEMABLE PREFERRED STOCK

			
		  		  	 SUBJECT TO TRANSFER RESTRICTIONS
 - SEE LEGEND ON REVERSE -
  
 SEE REVERSE FOR CERTAIN
 DEFINITIONS

	
	National Retail Properties, Inc.
	
	 This Certifies that
  

SPECIMEN
  

is the owner of
  

FULLY PAID AND NON-ASSESSABLE SHARES OF
 5.70% SERIES E CUMULATIVE REDEEMABLE PREFERRED STOCK, PAR VALUE $0.01 EACH OF

	
	 National Retail Properties, Inc., transferable on the books of the Corporation by the holder hereof in person, or by duly
authorized attorney upon surrender of the Certificate properly endorsed.
  
 This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of the duly authorized
officers.
  
 Dated:

			
	  
	  		  	 COUNTERSIGNED AND REGISTERED:

AMERICAN STOCK TRANSFER & TRUST COMPANY
 (NEW YORK, NY)
 TRANSFER AGENT AND REGISTRAR

	PRESIDENT	  		  
	  
	  		  	  

	EXECUTIVE VICE PRESIDENT, CFO & TREASURER	  		  	AUTHORIZED SIGNATURE







 [REVERSE] 
 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.

  

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

 Additional abbreviations may also be used though not listed above 

For value received, the undersigned hereby sells, assigns and transfers unto (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE:
                                         
                                         
                                  ) 

 

                         
                                         
                                         
                                         
                                         
                    
 PLEASE
PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE 
  

                         
                                         
                                         
                                         
                                         
                    

                         
                                         
                                         
                                         
                                         
                    

                         
                                         
                                         
                                         
                                         
         Shares 
 represented by the within Certificate, and do hereby irrevocably constitute and
appoint 

                         
                                         
                                         
                                         
                                        
Attorney to transfer such shares on the books of the within-named Corporation with full power of substitution in the premises. 
  

											
	Dated:	  	  
	  		 	Signature:	 		 	


											
				
		  		 	  
	 	
				
	In the presence of	  		 	  
	 	
	  
	  		 		 	

 NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. 
 NATIONAL RETAIL PROPERTIES, INC.

 The Corporation will furnish to any stockholder on request and without charge a full statement of 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, or the differences in the relative
rights and preferences between the shares of each series of a class in series which the Corporation is authorized to issue, to the extent they have been set, and of the authority of the Board of Directors to set the relative rights and
preferences of subsequent series or classes. Such request may be made to the Secretary of the Corporation or to its transfer agent. 






 The securities represented by this certificate are subject to restrictions on transfer for the purpose of
maintenance of the Corporation’s status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided pursuant to the Charter of the Corporation, no Person may
(i) Beneficially or Constructively Own shares of Common Stock in excess of 9.8 percent of the Value of the outstanding shares of Common Stock of the Corporation; or (ii) Beneficially Own Common Stock which would result in the Corporation
being “closely held” under Section 856(h) of the Code or otherwise would cause the Corporation to fail to qualify as a REIT. Any Person who attempts or proposes to Beneficially or Constructively Own shares of Common Stock in excess of
the above limitations must notify the Corporation in writing at least fifteen (15) days prior to the proposed or attempted transfer. If the transfer restrictions referred to herein are violated, the shares of Common Stock represented hereby
automatically will be exchanged for shares of Excess Stock and will be held in trust by the Corporation, all as provided in the Charter of the Corporation. All capitalized terms in this legend have the meanings identified in the Corporation’s
Charter, as the same may be amended or restated from time to time, a copy of which, including the restrictions on transfer, will be sent without charge to each stockholder who so requests.