ANNALY CAPITAL MANAGEMENT, INC.
AMENDMENT NO. 1
AMENDED AND RESTATED DISTRIBUTION AGENCY AGREEMENT
August 6, 2021
Wells Fargo Securities, LLC
375 Park Avenue
New York, New York, 10152
Ladies and Gentlemen:
Reference is made to the Amended and Restated Distribution Agency Agreement, dated August 6, 2020 (the Distribution Agency Agreement), between Annaly Capital Management, Inc., a Maryland corporation (the Company) and Wells Fargo Securities, LLC (the Sales Agent), pursuant to which the Company agreed to issue and sell from time to time through or to the Sales Agent, as sales agent and/or principal, shares of its common stock, $0.01 par value per share (the Common Stock), on terms set forth therein. The Company also concurrently entered into separate distribution agency agreements (the Amended and Restated Alternative Agreements) with BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC and UBS Securities LLC (each, an Alternative Agent, and together with the Sales Agent, the Agents), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Companys Common Stock on the terms set forth in Amended and Restated Alternative Agreements, each entered into concurrently and dated of even date with the Distribution Agency Agreement. All capitalized terms used in this Amendment No. 1 to the Distribution Agency Agreement between the Company and the Sales Agent (this Amendment) and not otherwise defined herein shall have the respective meanings assigned to them in the Distribution Agency Agreement. Whereas the Company contemplates filing a new prospectus supplement relating to $1,500,000,000 of shares of its Common Stock to issue and sell from time to time through or to the Sales Agent, on the terms set forth in the Distribution Agency Agreement, the Company and the Sales Agent agree to amend the Distribution Agency Agreement herein as follows. The Company is concurrently entering into separate amendments to the Amended and Restated Alternative Agreements with each Alternative Agent.