1
[XXXXXXXXX SERIES A____% CUMULATIVE
SEAL] CONVERTIBLE PREFERRED STOCK
_________________
THIS CERTIFICATE SHARES
IS TRANSFERABLE -----------------
IN BOSTON, INCORPORATED UNDER THE LAWS
MASSACHUSETTS OF THE STATE OF MARYLAND
AND NEW YORK,
NEW YORK CUSIP 885218
[PHOTOGRAPH SEE REVERSE FOR IMPORTANT NOTICE
OF FAMILY] ON TRANSFER RESTRICTIONS
AND OTHER INFORMATION
XXXXXXXXX MORTGAGE ASSET CORPORATION
______________________________________________________________________________
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
______________________________________________________________________________
FULLY PAID AND NONASSESSABLE SHARES OF THE SERIES A___% CUMULATIVE
CONVERTIBLE PREFERRED STOCK, $.01 PAR VALUE, OF
CERTIFICATE OF STOCK
Xxxxxxxxx Mortgage Asset Corporation transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon
the surrender of this Certificate properly endorsed. This Certificate is not
valid until countersigned by a Transfer Agent and registered by the Registrar.
Witness the facsimile Corporate Seal of this Corporation and the
facsimile signatures of its duly-authorized officers.
Dated:
COUNTERSIGNED AND REGISTERED:
STATE STREET BANK & TRUST COMPANY,
(BOSTON, MASSACHUSETTS)
TRANSFER AGENT AND REGISTRAR
BY
/s/ Xxxxxxx X. Xxxxxxx
SECRETARY_______________________________
/s/ [illegible]
CHAIRMAN________________________________
AUTHORIZED SIGNATURE
2
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF MAINTAINING THE
CORPORATION'S STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, INCLUDING A RESTRICTION ON OWNERSHIP OF
EQUITY STOCK IN EXCESS OF 9.8% (SUBJECT TO CERTAIN EXCEPTIONS) OF THE
OUTSTANDING EQUITY STOCK OF THE CORPORATION ALL AS SET FORTH IN THE
CORPORATION'S ARTICLES OF INCORPORATION, AS THE SAME MAY BE AMENDED FROM TIME
TO TIME, A COPY OF WHICH WILL BE SENT WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO
REQUESTS. SUCH REQUEST MAY BE MADE TO THE TRANSFER AGENT OR THE SECRETARY OF
THE CORPORATION.
IN ADDITION, THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER ON REQUEST
AND WITHOUT CHARGE A FULL STATEMENT OR SUMMARY 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 AND SERIES WHICH THE CORPORATION IS
AUTHORIZED TO ISSUE AND THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES
BETWEEN THE SHARES OF EACH CLASS AND SERIES, IF ANY, 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. SUCH REQUEST MAY BE MADE TO THE
TRANSFER AGENT OR THE SECRETARY OF THE CORPORATION.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR
DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
NOTICE OF ELECTION TO CONVERT FOR
(CONVERTIBLE INTO COMMON STOCK)
The undersigned herby irrevocably elects to convert
CONVERSION
___________________________________________________________shares
of Series A___% Cumulative Convertible Preferred Stock represented USE
by the within certificate into shares of Common Stock of
XXXXXXXXX MORTGAGE ASSET CORPORATION [as such shares may be ONLY
constituted on the conversion date) in accordance with the
provisions of the Articles of Incorporation, as amended, of the
Corporation.
Dated_______________________
_______________________________
Signature
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___________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under the Uniform Gifts to Minors
survivorship and not as tenants Act___________________________
in common (State)
UNIF TRF MIN ACT -- ________Custodian(until age_____)
(Cust) (Minor)
________under the Uniform Transfers
(Minor)
to Minors Act___________________
(State)
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
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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--------------------------------------------------------------------------Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
------------------------------------------------------------------------Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated-----------------------
X----------------------------------------------
X----------------------------------------------
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
Signature(s) Guaranteed
By--------------------------------------
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
MEDALLION PROGRAM, PURSUANT TO S.E.C.
RULE 17Ad-15.
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AMERICAN BANK NOTE COMPANY JAN. 8, 1997 se
0000 XXXXXXXX XXXXXX
XXXXX 00 000000xx
XXXX XXXXX, XX 00000
(000) 000-0000
(FAX) (000) 000-0000 Proof OW REV. 2
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