Fannie Mae-No Politics (FNMA)

[navycmdr]

no conversion AT ALL for Senior Preferred Stock ...

3rd Amendment link:

https://www.fhfa.gov/Conservatorship/Documents/Senior-Preferred-Stock-Agree/FNM/Stock-Cert/Third-Amend-FNM-Stock-Cert-as-amended_09-30-2019.pdf

5. No Voting Rights (no bueno)

Except as set forth in this Certificate or otherwise required by law, the shares of the Senior Preferred Stock shall
not have any voting powers, either general or special.

6. No Conversion or Exchange Rights (no bueno)

The holders of shares of the Senior Preferred Stock

shall not have any right to convert such shares into or

exchange such shares for any other class or series of stock or

obligations of the Company.

7. No Preemptive Rights
No holder of the Senior Preferred Stock shall as such holder have any preemptive right to purchase or subscribe
for any other shares, rights, options or other securities of any class of the Company which at any time may be sold or
offered for sale by the Company.

8. Liquidation Rights and Preference
(a) Except as otherwise set forth herein, upon the voluntary or involuntary dissolution, liquidation or winding
up of the Company, the holders of the outstanding shares of the Senior Preferred Stock shall be entitled to receive
out of the assets of the Company available for distribution to stockholders, before any payment or distribution shall
be made on the common stock or any other class or series of stock of the Company ranking junior to the Senior
Preferred Stock upon liquidation, the amount per share equal to the Liquidation Preference plus an amount,
determined in accordance with Section 2(a) above, equal to the dividend otherwise payable for the then-current
Dividend Period accrued through and including the date of payment in respect of such dissolution, liquidation or
winding up ; provided, however, that if the assets of the Company available for distribution to stockholders shall be
insufficient for the payment of the amount which the holders of the outstanding shares of the Senior Preferred Stock
shall be entitled to receive upon such dissolution, liquidation or winding up of the Company as aforesaid, then, all of
EXECUTION VERSION
the assets of the Company available for distribution to stockholders shall be distributed to the holders of outstanding
shares of the Senior Preferred Stock pro rata based on the aggregate Liquidation Preference of the shares of Senior
Preferred Stock held by each holder.
(b) “Liquidation Preference” shall initially mean $1,000 per share and shall be:
(i) increased each time a Deficiency Amount (as defined in the Preferred Stock Purchase Agreement) is
paid to the Company by an amount per share equal to the aggregate amount so paid to the Company
divided by the number of shares of Senior Preferred Stock outstanding at the time of such payment;
(ii) increased each time the Company does not pay the full Periodic Commitment Fee (as defined in the
Preferred Stock Purchase Agreement) in cash by an amount per share equal to the amount of the Periodic
Commitment Fee that is not paid in cash divided by the number of shares of Senior Preferred Stock
outstanding at the time such payment is due;
(iii) increased on the Dividend Payment Date if the Company fails to pay in full the dividend payable for
the Dividend Period ending on such date by an amount per share equal to the aggregate amount of unpaid
dividends divided by the number of shares of Senior Preferred Stock outstanding on such date; and
(iv) decreased each time the Company pays down the Liquidation Preference pursuant to Section 3 or
Section 4 of this Certificate by an amount per share equal to the aggregate amount of the pay down divided
by the number of shares of Senior Preferred Stock outstanding at the time of such pay down.
(c) “Preferred Stock Purchase Agreement” means the Preferred Stock Purchase Agreement, dated September
7, 2008, between the Company and the United States Department of the Treasury.
(d) Neither the sale of all or substantially all of the property or business of the Company, nor the merger,
consolidation or combination of the Company into or with any other corporation or entity, shall be deemed to be a
dissolution, liquidation or winding up for the purpose of this Section 8.