Exhibit 10.1

INTERNALIZATION AGREEMENT

by and among

Annaly Capital Management, Inc.,

AMCO Acquisition LLC,

AMCO Holding Management Company LLC,

the Persons named on Schedule 1 hereto,

AMCO OpCo Holding Company LLC,

AMCO LP Holding Company LP,

AMCO Manager Holdings LLC

and

Annaly Management Company LLC

dated as of

February 12, 2020

TABLE OF CONTENTS

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INTERNALIZATION AGREEMENT

THIS INTERNALIZATION AGREEMENT (this “Agreement”), dated as of February 12, 2020, is entered into by and among (i) Annaly Capital Management, Inc., a Maryland corporation (“Annaly”), (ii) AMCO Acquisition LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Annaly (“Annaly Sub” and, together with Annaly, the “Annaly Parties”), (iii) AMCO Holding Management Company LLC, a Delaware limited liability company (“HoldCo”), (iv) the Persons named on Schedule 1 hereto (the “HoldCo Members” and together with HoldCo, the “Contributors”), (v) AMCO OpCo Holding Company LLC, a Delaware limited liability company (“OpCo Holdings”), (vi) AMCO LP Holding Company LP, a Delaware limited partnership (“ALP”), (vii) AMCO Manager Holdings LLC, a Delaware limited liability company (“AMH”), and (viii) Annaly Management Company LLC, a Delaware limited liability company (“Manager” and, together with OpCo Holdings, ALP and AMH, the “Manager Entities”). Each of the foregoing is sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the HoldCo Members are the owners of all of the outstanding limited liability company interests in HoldCo;

WHEREAS, HoldCo is the owner of all the outstanding general partnership interests of, and the HoldCo Members are the owners, collectively, of all the outstanding limited partnership interests, of ALP;

WHEREAS, HoldCo, as the managing member and only voting equity holder in OpCo Holdings, controls all matters related to OpCo Holdings, including the ability to cause all of the members in OpCo Holdings (the “OpCo Holdings Members”) to transfer their respective outstanding limited liability company interests of OpCo Holdings;

WHEREAS, ALP and OpCo Holdings are the owners, collectively, of all of the outstanding limited liability company interests of AMH (the “AMH Equity Interests”);

WHEREAS, AMH is the owner of all of the outstanding limited liability company interests of Manager (the “Manager Equity Interests”);

WHEREAS, Manager, as controlled by HoldCo, is responsible for the management of the business of Annaly and its subsidiaries (the “Business”) pursuant to, and serves as “Manager” under, that certain Amended and Restated Management Agreement, dated as of August 1, 2018, by and among Annaly, Manager and each subsidiary of Annaly party thereto, as amended by Amendment No. 1 to the Management Agreement, dated as of March 27, 2019 (collectively, the “Management Agreement”);

WHEREAS, Annaly desires to internalize its management through, among other things, the acquisition by Annaly Sub of (i) all of the outstanding limited liability company interests of HoldCo (the “HoldCo Interests”), (ii) all of the outstanding partnership interests of ALP (the “ALP Interests”) and (iii) all of the outstanding limited liability company interests of OpCo Holdings (the “OpCo Interests” and, together with the HoldCo Interests and the ALP Interests, the “Contributed Equity Interests”); and

WHEREAS, the Contributors desire to contribute and assign, and Annaly Sub desires to accept, all of the Contributed Equity Interests on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, the Parties hereto agree as follows:

ARTICLE 1

DEFINED TERMS

Capitalized terms used herein without definition shall have the respective meanings assigned thereto in Exhibit A attached hereto and incorporated herein for all purposes of this Agreement.

ARTICLE 2

CONTRIBUTION AND CLOSING

Section 2.1    Contribution. Upon and subject to all of the terms and conditions of this Agreement and in exchange for the Consideration (as defined in Section 2.2 herein), at the closing of the transactions contemplated hereby (the “Closing”), the Contributors shall contribute, assign, sell, grant, transfer and convey (collectively, a “Contribution”) to Annaly Sub all of the Contributed Equity Interests free and clear of all Liens, and Annaly Sub shall accept such Contribution upon and subject to all of the terms and conditions of this Agreement (it being understood that, in the case of the OpCo Interests, HoldCo shall cause the OpCo Holdings Members to contribute such interests without any further approval required by such OpCo Holdings Members). At and after the Closing, the Consideration shall be deemed to have been paid in full satisfaction of all rights pertaining to the Contributed Equity Interests, and neither the Contributors nor the OpCo Holdings Members shall have any further ownership or other rights with respect to the Contributed Equity Interests.

Section 2.2    Consideration. The consideration (the “Consideration”) to be paid in exchange for the Contributed Equity Interests is one dollar ($1.00).

Section 2.3    Closing. Subject to the provisions of this Agreement, the Closing shall take place remotely via the exchange of executed documents and/or closing deliverables at 11:59 p.m., local time, on (a) one Business Day after all of the conditions set forth in Article 8 hereof (other than conditions which relate to actions to be taken at the Closing, but subject to the satisfaction or waiver thereof at the Closing) have been satisfied or waived by the Parties entitled to the benefits thereto; provided, that the earliest the Closing may occur is June 30, 2020, or (b) such other date, time and place as the Parties shall mutually agree in writing (the date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”).

Section 2.4    Intended Tax Treatment. The Parties agree that solely with respect to the Contributions of the Contributed Equity Interests, the transactions contemplated by this Agreement (other than the termination of the Management Agreement as described in Section 3.3 hereof) shall be treated by the Contributors as a sale of their interests in HoldCo, ALP, and OpCo Holdings, as applicable, pursuant to Section 741 of the Code and by Annaly as the acquisition of the assets of the Manager pursuant to Revenue Ruling 99-6, situation 2, in each case in exchange for the Consideration, plus the assumption of any liabilities of HoldCo, ALP, OpCo Holdings, and the Manager Entities at the time of the Closing including Liabilities disclosed or reserved against in the projected balance sheet set forth in Section 5.7(b) of the HoldCo Disclosure Letter (the “Projected Balance Sheet”).

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ARTICLE 3

MANAGEMENT AGREEMENT MATTERS

Section 3.1    Provisional Amendments and Waivers. Annaly and Manager each hereby agree that the following amendments and waivers of the terms of the Management Agreement shall be in full force and effect, shall, with respect only to such amendments and waivers, expressly supersede the terms of the Management Agreement to the contrary, and shall be effective amendments and waivers of the terms of the Management Agreement without the need for separate, stand-alone amendments or waivers, provided that the amendments and waivers set forth in Sections 3.1(a) and (b) shall only apply during the period between the date hereof and the earliest of (i) Closing and (ii) termination of this Agreement:

(a)    Manager hereby waives the Acceleration Fee (as defined in the Management Agreement) solely to the extent it would be payable in connection with the Closing and releases all claims thereto. For the avoidance of doubt, the Manager is waiving the Acceleration Fee solely in connection with the Closing under this Agreement, and is not waiving such Acceleration Fee under any other circumstances, including, without limitation, in connection with any action taken by the Annaly Board of Directors or any committee thereof with respect to an External Management Proposal (as defined in Section 7.3 herein).

(b)    Notwithstanding anything to the contrary contained in Section 3 of the Management Agreement, Annaly and the Manager hereby agree that Annaly may discuss employment-related matters with employees of the Manager (the “Manager Employees”) prior to Closing.

Section 3.2    Status of Management Agreement. Except as expressly set forth in this Article 3, the Management Agreement has not been amended, revised or modified and all terms and provisions of the Management Agreement shall remain in full force and effect. From and after the date hereof, all references to the Management Agreement shall refer to the Management Agreement as amended by this Agreement. Unless otherwise defined herein, initially capitalized terms have the meaning given them in the Management Agreement. In the event that this Agreement is terminated as permitted herein, the foregoing amendments and waivers in Sections 3.1(a) and 3.1(b) shall be void and of no further effect.

Section 3.3    Termination of Management Agreement. The Management Agreement shall be terminated at, and subject to, the Closing. Except for Sections 8(f), 11 and 16 of the Management Agreement (which such sections shall survive the termination of the Management Agreement), the Management Agreement shall be void and of no further effect after the Closing and the consummation of the transactions contemplated hereby.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF

THE CONTRIBUTORS

Except as set forth in a correspondingly labeled section of the HoldCo Disclosure Letter, it being agreed that any matter disclosed in any section or subsection of the HoldCo Disclosure Letter shall be deemed disclosed in any other section or subsection to the extent that such information is reasonably apparent to be so applicable to such other section or subsection, as applicable, (i) HoldCo hereby represents and warrants on behalf of itself and (ii) each Contributor hereby severally, and not jointly, represents and

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warrants, solely as to itself, to the Annaly Parties, as of the date hereof and as of the Closing (provided that any representation or warranty that addresses matters as of a particular date shall be deemed to have been made only as of such date), as follows:

Section 4.1    Organization. HoldCo is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. HoldCo has the requisite limited liability company power and authority to carry on its business as it is now being conducted and to own, lease and operate all of its properties and assets.

Section 4.2    Authority. HoldCo has all requisite limited liability company, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by HoldCo of this Agreement and the consummation by HoldCo of the transactions contemplated hereby have been duly and validly authorized and approved by all required actions on the part of HoldCo and the HoldCo Members. This Agreement has been duly and validly executed and delivered by each Contributor and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes legal, valid and binding obligations of each Contributor enforceable against each Contributor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Applicable Laws now or hereafter in effect affecting creditors’ rights and remedies generally and except as the availability of equitable remedies may be limited by equitable principles of general applicability. HoldCo has made available to the Annaly Parties correct and complete copies of the resolutions of HoldCo’s board of managers and the HoldCo Members, in each case, approving the execution and delivery by HoldCo of this Agreement and the consummation by HoldCo of the transactions contemplated hereby.

Section 4.3    No Violation. Except as set forth in Section 4.4, neither the execution, delivery or performance of this Agreement, nor the consummation by the Contributors of the transactions contemplated hereby, will, with or without the giving of notice, the termination of any grace period or both: (a) violate, conflict with, or result in a breach or default under any provision of the Organizational Documents of HoldCo; (b) violate any Applicable Law; or (c) result in a violation or breach by the Contributor, conflict with or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any material Contract to which the Contributors are a party or by which the Contributors or any of their properties or assets are bound.

Section 4.4    Consents and Approvals. Except (a) as set forth in Section 4.4 of the HoldCo Disclosure Letter and (b) for any consent, approval or notice that may be required solely by reason of the participation of Annaly Sub (as opposed to any other third party purchaser) in the transactions contemplated hereby, HoldCo is not required to obtain any consent, waiver or approval of, or make any filing, notification or registration with, any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

Section 4.5    Ownership of Interests. All of the Contributed Equity Interests are owned, of record and beneficially, by the Contributors and the OpCo Holdings Members, as applicable, and will at the Closing be free and clear of any Liens (other than restrictions under Securities Laws). All of the AMH Equity Interests are owned, of record and beneficially, by ALP and OpCo Holdings, as applicable, and will at the Closing be free and clear of any Liens (other than restrictions under Securities Laws). All of the Manager Equity Interests are owned, of record and beneficially, by AMH and will at the Closing be free and clear of any Liens (other than restrictions under Securities Laws).

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Section 4.6    Proceedings.

(a)    There are no legal, administrative, arbitral or other proceedings, investigations, examinations, audits, complaints, charges, hearings, claims, demands, suits or actions (collectively, “Proceedings”) that are pending or, to the Knowledge of HoldCo, threatened, against any Contributor or any of their respective Affiliates that (i) individually or in the aggregate, would reasonably be expected to prevent or materially delay the ability of the Contributor to perform obligations hereunder or (ii) challenge the validity of the Agreement or the transactions contemplated hereby.

(b)    There is no injunction, order, judgment or decree imposed upon any Contributor or any of their respective Affiliates that would reasonably be expected to prevent or materially delay the ability of the Contributor to perform its respective obligations under this Agreement.

Section 4.7    No Breach of Management Agreement. To HoldCo’s Knowledge (x) no party is in breach or violation of the Management Agreement and (y) no facts exist that could give rise to a termination event (other than Annaly’s ability to terminate the Management Agreement at any time and for any reason), including, without limitation a termination by either party for cause, or as a result of Annaly failing to satisfy an exemption to registration under the Investment Company Act of 1940, as amended, under the Management Agreement.

Section 4.8    Taxes.

(a)    HoldCo has (i) timely filed (or caused to be timely filed) all federal and other material Tax Returns required to be filed by it (taking into account any applicable extensions or waivers) with the appropriate taxing authority and all such Tax Returns were and are complete and correct in all material respects and (ii) timely paid (or caused to be timely paid) all Taxes which were required to be paid by HoldCo on such Tax Returns other than any such Taxes that are being contested in good faith by appropriate Proceedings.

(b)    There is currently no pending or proposed in writing audit of any Tax Returns of HoldCo.

(c)    There are no outstanding waivers or extensions given by any of the HoldCo Members regarding the application of the statute of limitations with respect to any Taxes.

(d)    There are no Liens upon the assets or properties of any of the HoldCo Members or the Business other than Permitted Liens.

(e)    HoldCo has no material liability of any kind for any unpaid Taxes.

(f)    HoldCo has withheld and paid each material Tax required to have been withheld and paid by it in connection with amounts paid or owing to any employee, independent contractor, service provider, creditor, customer, shareholder or other party, and each such member has complied with all information reporting and backup withholding provisions of Applicable Law.

(g)    At no time was HoldCo a member of any affiliated, combined, unitary, or other similar group filing a consolidated, combined, unitary, or other Tax Return for any taxable year for which the assessment of Taxes has not expired pursuant to the relevant statute of limitations.

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(h)    HoldCo is not a party to, is not bound by, and does not have any obligation under, any Tax sharing, Tax indemnity or Tax allocation agreement or similar agreement or arrangement with respect to Taxes with any Person other than obligations in customary agreements with third parties entered into in the ordinary course of business consistent with past practice.

(i)    HoldCo is, and at all times since its formation has been, properly treated and classified for all U.S. federal and applicable state Tax purposes as a partnership (within the meaning of Section 301.7701-1 of the Treasury Regulations).

Section 4.9    Ownership of Assets and Interests. HoldCo does not own any assets that following Closing, and taking into account the termination of the Management Agreement, would reasonably generate any income for U.S. federal Tax purposes. HoldCo does not own any assets that are securities under the Investment Company Act of 1940, as amended, except the Contributed Equity Interests and treasury securities.

Section 4.10    Contributed Equity Interests; Capitalization.

(a)    Each of the Contributed Equity Interests, the AMH Equity Interests and the Manager Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable. Other than the Contributed Equity Interests, the AMH Equity Interests and the Manager Equity Interests, no limited liability company interests or other equity interests in a Manager Entity are issued and outstanding.

(b)    There are no outstanding securities, interests, options, warrants, calls, rights, convertible or exchangeable securities or Contracts or obligations of any kind (contingent or otherwise) to which a Manager Entity is a party or by which it is bound obligating a Manager Entity to issue, deliver or sell, or cause to be issued, delivered or sold, additional limited liability company membership interests, equity interests or other securities of a Manager Entity or obligating a Manager Entity to issue, grant, extend or enter into any such security, interest, option, warrant, call, right or Contract. There are no outstanding obligations (contingent or otherwise) of a Manager Entity to repurchase, redeem or otherwise acquire any limited liability company interests, equity interests or other securities (or options or warrants to acquire any such interests) of a Manager Entity. There are no outstanding or authorized appreciation rights, registration rights (including piggyback rights), rights of first offer, performance units, “phantom” unit rights or other Contracts or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, or share price performance or other attribute of a Manager Entity or its business or assets or calculated in accordance therewith or to cause a Manager Entity to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or which otherwise relate to the registration of any securities of such Manager Entity. There are no voting trusts, proxies, shareholder agreements or other Contracts of similar character to which a Manager Entity is a party or by which it is bound.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF

HOLDCO AND MANAGER ON BEHALF OF THE MANAGER ENTITIES

Except as set forth in a correspondingly labeled section of the HoldCo Disclosure Letter, it being agreed that any matter disclosed in any section or subsection of the HoldCo Disclosure Letter shall be deemed disclosed in any other section or subsection to the extent that such information is reasonably apparent to be so applicable to such other section or subsection, HoldCo and Manager, on behalf of each Manager Entity, hereby represent and warrant to the Annaly Parties, as of the date hereof and as of the Closing (provided that any representation or warranty that addresses matters as of a particular date shall be deemed to have been made only as of such date), as follows:

Section 5.1    Organization. Each Manager Entity is a limited liability company or limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware. Each Manager Entity has the requisite power and authority necessary to carry on its business as it is now being conducted and to own, lease and operate all of its material properties and assets. Each Manager Entity is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such qualification or licensing necessary under Applicable Law, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, reasonably be expected to result in a Manager Material Adverse Effect. HoldCo and/or Manager have made available to the Annaly Parties complete and correct copies of the Organizational Documents of each Manager Entity, as in effect on the date hereof.

Section 5.2    Authority. Each Manager Entity has all requisite limited liability company, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each Manager Entity of this Agreement and the consummation by each Manager Entity of the transactions contemplated hereby have been duly and validly authorized and approved by all required actions by HoldCo on behalf of such Manager Entity. This Agreement has been duly and validly executed and delivered by such Manager Entity and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes the legal, valid and binding obligation of such Manager Entity enforceable against such Manager Entity in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Applicable Laws now or hereafter in effect affecting creditors’ rights and remedies generally and except as the availability of equitable remedies may be limited by equitable principles of general applicability. HoldCo and/or Manager have made available to the Annaly Parties correct and complete copies of the resolutions of each Manager Entity’s board of managers and/or member(s), as applicable, approving the execution and delivery by such Manager Entity of this Agreement and the consummation by such Manager Entity of the transactions contemplated hereby.

Section 5.3    No Violations. Except as set forth in Section 5.4, neither the execution, delivery or performance of this Agreement, nor the consummation by each Manager Entity of the transactions contemplated hereby, will, with or without the giving of notice, the termination of any grace period or both: (a) violate, conflict with, or result in a breach or default under any provision of the Organizational Documents of such Manager Entity; (b) violate any Applicable Law; or (c) result in a violation or breach by such Manager Entity, conflict with or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any material Contract to which it is a party or by which it or any of its properties or assets are bound.

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Section 5.4    Consents and Approvals. Except (a) as set forth in Section 5.4 of the HoldCo Disclosure Letter and (b) for any consent, approval or notice that may be required solely by reason of the participation of Annaly Sub (as opposed to any other third party purchaser) in the transactions contemplated hereby, no Manager Entity is required to obtain any consent, waiver or approval of, or make any filing, notification or registration with, any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

Section 5.5    Brokers and Finders.(a) Other than Wells Fargo Securities, LLC, no broker, finder or similar intermediary has acted for or on behalf of, or is entitled to any broker’s, finder’s or similar fee or other commission from, any Manager Entity in connection with this Agreement or the transactions contemplated hereby.

Section 5.6    Subsidiaries. Manager has never owned, nor does it currently own, directly or indirectly, any Subsidiaries. Manager does not own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, directly or indirectly, any equity or similar interest in, any Person.

Section 5.7    Manager Financial Statements; No Undisclosed Liabilities.

(a)    HoldCo and/or Manager have made available to the Annaly Parties complete and correct copies of the unaudited consolidated balance sheets of Manager as of December 31, 2019 (the “Manager Balance Sheet”) and December 31, 2018 and the related unaudited consolidated statements of operations for the fiscal years ended December 31, 2019 and December 31, 2018. The balance sheets referred to in this Section 5.7(a) present fairly in all material respects the financial position of Manager as of the respective dates thereof, and the other financial statements referred to in this Section 5.7(a) present fairly in all material respects the results of the operations of Manager for the respective fiscal periods therein set forth, in each case in accordance with GAAP consistently applied, except that the financial statements do not contain all footnotes required by GAAP and subject to normal and recurring year-end adjustments, the effect of which will not amount to a Manager Material Adverse Effect.

(b)    No Manager Entity has any Liabilities (whether of a nature required by GAAP to be accrued in the Manager Balance Sheet, a separate balance sheet or otherwise), except (i) as of the date hereof, (A) Liabilities set forth in Section 5.7(b) of the HoldCo Disclosure Letter, or (B) as and to the extent disclosed or reserved against in the Manager Balance Sheet, and (ii) as of the Closing Date, Liabilities disclosed or reserved against in the Projected Balance Sheet. Manager’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of Manager’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Manager’s assets that could have a material effect on the consolidated financial statements.

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Section 5.8    Absence of Certain Changes. Since the date of the Manager Balance Sheet, except as described in Section 5.8 of the HoldCo Disclosure Letter, (a) Manager has conducted its business, and the Business has been conducted, in the ordinary course consistent with past practices in all material respects (b) there has not been any Manager Material Adverse Effect or any development or combination of developments that, individually or in the aggregate, has had or would reasonably be expected to have a Manager Material Adverse Effect, and (c) there has not been any event or occurrence that would cause the Projected Balance Sheet to be incorrect or inaccurate in any material respect or fail to reflect the best currently available estimates and good faith judgments of the management of Manager. In addition, from the date of the Manager Balance Sheet through the date hereof, neither the Contributors (in respect of the Business) nor Manager has taken any action that, if proposed to be taken after the date hereof, would require the consent of the Annaly Parties under Section 7.1.

Section 5.9    Material Contracts.

(a)    Section 5.9(a) of the HoldCo Disclosure Letter contains a complete and correct list of all material Contracts of the Manager Entities (“Material Contracts”) in existence on the date hereof. HoldCo and/or Manager have made available to the Annaly Parties complete and correct copies of all such Material Contracts.

(b)    Each Material Contract is valid, binding and in full force and effect, and is enforceable against such Manager Entity, and, to the Knowledge of HoldCo, each other party thereto, in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Applicable Laws now or hereafter in effect affecting creditors’ rights and remedies generally and except that the availability of equitable remedies may be limited by equitable principles of general applicability. Such Manager Entity is not in material default under any Material Contract, nor, to the Knowledge of HoldCo, is any other party to any Material Contract in material default thereunder.

Section 5.10    Compliance.

(a)    Such Manager Entity has been since January 1, 2018, and is now, in compliance in all material respects with all Applicable Laws or by which any property or asset of such Manager Entity is bound or affected. Such Manager Entity has not (i) committed any act, omission or other practice for which a Governmental Authority could have a reasonable basis for criminal prosecution or civil enforcement under Applicable Law, or (ii) received any written or other notice of, been charged with, or received any inquiry concerning, the possible violation in any material respect of any Applicable Law. Such Manager Entity has not received written, or to the Knowledge of HoldCo, oral notice that any Manager Entity is under Governmental Investigation with respect to the violation of any Applicable Law or Approval. Such Manager Entity has not, to the Knowledge of HoldCo, been charged with or threatened to be charged with any violation of, or received notice of any revocation or material modification of, any Approval or any Applicable Law. Since January 1, 2018, no such Manager Entity has made, or been ordered to make, any payment in respect of any Governmental Damages, and HoldCo has no Knowledge of current or outstanding audits, recoupment efforts, or appeals by any Governmental Authority pending.

(b)    Section 5.10(b) of the HoldCo Disclosure Letter sets forth a true, complete and accurate list of all material Approvals issued to or held by such Manager Entity. Such Approvals are the only Approvals required for such Manager Entity to conduct its business, activities and operations as presently conducted, except for those the absence of which has not resulted and would not reasonably be expected to result, individually or in the aggregate, in a Manager Material Adverse Effect. Each such Approval is valid and in full force and effect. Each Manager Entity has been and is in material compliance with the terms of each such Approval. To the Knowledge of HoldCo, no modification,

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revocation, suspension or cancellation of any such Approval is pending or threatened. To the Knowledge of HoldCo, all material applications required to have been filed for the renewal of such Approvals have been duly filed with the appropriate Governmental Authority, and, to the Knowledge of HoldCo, all other material filings required to have been made with respect to such Approvals and Applicable Laws have been duly made on a timely basis with the appropriate Governmental Authority.

Section 5.11    Proceedings.

(a)    There are no Proceedings that are pending or, to the Knowledge of HoldCo, threatened, against a Manager Entity or any of its Affiliates that (i) individually or in the aggregate, would reasonably be expected to prevent or materially delay the ability of a Manager Entity to perform its obligations hereunder or (ii) challenge the validity of the Agreement or the transactions contemplated hereby.

(b)    There is no injunction, order, judgment or decree imposed upon a Manager Entity or any of its Affiliates that would reasonably be expected to prevent or materially delay the ability of a Manager Entity to perform its obligations under this Agreement.

Section 5.12    Employee Benefit Plans.

(a)    Section 5.12(a) of the HoldCo Disclosure Letter sets forth a complete and correct list, as of the date hereof, of (i) each “employee benefit plan,” as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and (ii) each other employee benefit plan, program, contract, fund or arrangement (whether written or oral, qualified or nonqualified, funded or unfunded, foreign or domestic, whether or not subject to ERISA and currently effective or terminated) and any trust, escrow or similar agreement related thereto, whether or not funded, including any equity option, equity purchase, equity appreciation right, equity-based incentive, employment, cash bonus, incentive compensation, retirement, pension, deferred compensation, profit-sharing, unemployment or severance compensation plan, program, contract, fund or arrangement provided to any current or former employees, members, directors, managers, officers, individual consultants or individual independent contractors of any Manager Entity, that are sponsored or maintained by such Manager Entity, or with respect to which any Manager Entity has made or is required to make payments, transfers or contributions to or on behalf of such individuals or with respect to which any Manager Entity has or could have any Liability with respect to such individuals (all of the above items, whether listed or required to be listed in Section 5.12(a) of the HoldCo Disclosure Letter, being hereinafter individually or collectively referred to as a “Manager Benefit Plan” or “Manager Benefit Plans,” respectively). Section 5.12(a) of the HoldCo Disclosure Letter identifies each Manager Benefit Plan. No Manager Entity has any current Liability with respect to any Manager Benefit Plan or any other employee benefit plan, program or arrangement, other than the Manager Benefit Plans or any employee benefit plan, program or arrangement that is mandated by Applicable Laws. No Manager Benefit Plan is maintained outside of the United States.

(b)    Copies of the following materials have been made available to the Annaly Parties: (i) all current plan documents for each Manager Benefit Plan or, in the case of an unwritten Manager Benefit Plan, an accurate written description of all material terms thereof, (ii) all determination, advisory or opinion letters from the United States Internal Revenue Service (the “IRS”) with respect to any of the Manager Benefit Plans, (iii) all current summary plan descriptions, summaries of material modifications, annual reports and summary annual reports with respect to any of the Manager Benefit Plans, (iv) all current trust agreements, insurance contracts and other documents relating to the funding or

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payment of benefits under any Manager Benefit Plan, and (v) all material correspondence relating to any Manager Benefit Plan between Manager and any Governmental Authority within three years preceding the date hereof.

(c)    Each of the Manager Benefit Plans has been maintained, operated and administered in material compliance with its terms and Applicable Laws, including ERISA and the Code. There have been no prohibited transactions or breaches of any of the duties imposed on “fiduciaries” (within the meaning of Section 3(21) of ERISA) by ERISA with respect to the Manager Benefit Plans that could result in any Liability or excise Tax under ERISA or the Code being imposed on Manager or any of the Annaly Parties.

(d)    (i) Each Manager Benefit Plan intended to be qualified under Section 401(a) of the Code has either received a favorable determination letter from the IRS with respect to such Manager Benefit Plan as to its qualified status under the Code, or with respect to a prototype Manager Benefit Plan, the prototype sponsor has received a favorable IRS opinion letter, or the Manager Benefit Plan or prototype sponsor has remaining a period of time under applicable Code regulations or pronouncements of the IRS in which to apply for such a letter and make any amendments necessary to obtain a favorable determination or opinion as to the qualified status of each such Manager Benefit Plan and (ii) to the Knowledge of HoldCo, no event has occurred since the most recent determination or opinion letter or application therefor relating to any such Manager Benefit Plan that would reasonably be expected to adversely affect such qualification or to result in the revocation of such letter.

(e)    Except as set forth in Section 5.12(e) of the HoldCo Disclosure Letter, no Manager Entity or any of its ERISA Affiliates maintains, contributes to, or sponsors (and has not ever maintained, contributed to, or sponsored) a “multiemployer plan” (as defined in Section 3(37) of ERISA or Section 414(f) of the Code), a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code or a “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code. With respect to each group health plan benefiting any current or former employee of a Manager Entity that is subject to Section 4980B of the Code, except as would not result in material Liability to such Manager Entity or any of the Annaly Parties, such Manager Entity has complied with the continuation coverage requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA.

(f)    There are no pending or, to the Knowledge of HoldCo, threatened Proceedings (other than routine Claims for benefits), against or affecting any Manager Benefit Plan, by any current or former employee or beneficiary covered under such Manager Benefit Plan (as applicable) or otherwise involving a Manager Benefit Plan, nor, to the Knowledge of HoldCo, is there any basis for one.

(g)    Except as set forth in Section 5.12(g) of the HoldCo Disclosure Letter, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event, (i) entitle any current or former director, member or employee of such Manager Entity (or the dependents of any such Persons) to any payment (whether of severance pay or otherwise), (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, member or employee (or the dependents of any such Persons) or (iii) accelerate the time of payment or vesting of amounts due any such director, member or employee (or the dependents of any such Persons).

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(h)    No amount that could be received (whether in cash or property or the vesting of property or the right to receive payment in cash) as a result of any of the transactions contemplated by this Agreement by any employee, officer, member or director of a Manager Entity who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Manager Benefit Plan currently in effect would be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code). Each Manager Benefit Plan and any other payment or arrangement for which a Manager Entity has Liability that is subject to Section 409A of the Code is in documentary compliance with, and has been operated in compliance with, Section 409A of the Code, no Person has a right to any gross up or indemnification from a Manager Entity with respect to any such Manager Benefit Plan, payment or arrangement subject to the excise tax imposed by Section 4999 of the Code or with respect to Section 409A of the Code.

(i)    No Manager Benefit Plan provides payments or benefits, including post-termination health or life insurance benefits, beyond termination of service or retirement (other than for continuation coverage required to be provided pursuant to Section 4980B of the Code).

(j)    No Manager Benefit Plan provides benefits to any individual who is not a current or former employee or member of a Manager Entity, or the dependents or other beneficiaries of any such current or former employee or member.

(k)    No Manager Benefit Plan is or at any time was funded through a “welfare benefit fund” as defined in Section 419(e) of the Code, and no benefits under any Manager Benefit Plan are or at any time have been provided through a voluntary employees’ beneficiary association (within the meaning of subsection 501(c)(9) of the Code) or a supplemental unemployment benefit plan (within the meaning of Section 501(c)(17) of the Code). All (i) insurance premiums required to be paid with respect to, (ii) benefits, expenses and other amounts due and payable under, and (iii) contributions, transfers or payments required to be accrued or made to, any Manager Benefit Plan on or prior to the Closing Date will have been paid, made or accrued on or prior to the Closing Date.

(l)    Other than as set forth on Section 5.12(l) of the HoldCo Disclosure Letter, there are no participants who have retired and are entitled to future benefit payments under the Second Amended and Restated Supplemental Retirement Plan of ALP (the “AMCO Retirement Plan”).

Section 5.13    Employment Matters.

(a)    (i) No Manager Entity is a party to or bound by any union contract, collective bargaining agreement or other similar type of Contract, (ii) (A) no Manager Entity has agreed to recognize any union or other collective bargaining representative, (B) no union or group of employees has made a pending demand for recognition and (C) there are no representation Proceedings or petitions seeking a representation Proceeding presently pending or, to the Knowledge of HoldCo, threatened to be brought or filed with the National Labor Relations Board and (iii) no union or collective bargaining representative has been certified as representing any Manager Employees and, to the Knowledge of HoldCo, no organizational attempt has been made or threatened by or on behalf of any labor union or collective bargaining representative with respect to any Manager Employees with respect to their employment with the Manager Entities. No Manager Entity is a party to or bound by any independent contractor agreement, consulting agreement or other similar type of Contract (with any natural Person) that cannot be terminated upon a month or less notice without Liability of more than $25,000 to any member of the Manager Entities.

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(b)    The Manager Entities have made available to the Annaly Parties a correct and complete list that sets forth, as of the date hereof, base compensation, bonus/commission and total compensation for the prior year and current annual base salary or hourly wage rate (or other compensation) to date with respect to each Manager Employee.

(c)    Other than as set forth on Section 5.13(c) of the HoldCo Disclosure Letter, no Manager Entity employs any employee who cannot be dismissed immediately, whether currently or immediately after the consummation of the transactions contemplated hereby, without notice or cause and without further Liability to such Manager Entity. To the Knowledge of HoldCo, no employee, consultant or independent contractor who is employed by a Manager Entity or who provides services to a Manager Entity intends to terminate his or her employment relationship or engagement.

(d)    All Manager Employees who work in the United States have been, and all former employees of the Manager or any of its Affiliates (who provided services to a Manager Entity) who worked in the United States since January 1, 2015 whose employment terminated, voluntarily or involuntarily, prior to the Closing Date were, legally authorized to work in the United States. Each Manager Entity has completed and retained the necessary employment verification paperwork under IRCA for employees hired prior to the Closing Date. Further, since January 1, 2015, each Manager Entity has been in material compliance with both the employment verification provisions (including the paperwork and documentation requirements) and the anti-discrimination provisions of IRCA.

(e)    Since January 1, 2015, all individuals who perform services for a Manager Entity have been classified correctly, in accordance with the terms of each Manager Benefit Plan and ERISA, the Code, the Fair Labor Standards Act of 1938, as amended, and all other Applicable Laws, as employees, independent contractors or leased employees, and no Manager Entity or any of its Affiliates has received notice to the contrary from any Person or Governmental Authority.

(f)    Since January 1, 2015, each Manager Entity has been in material compliance with all Applicable Laws respecting labor and employment, including termination of employment or failure to employ, employment practices, terms and conditions of employment, immigration, wages and hours, working time, employment standards, civil rights, discrimination and retaliation, occupational safety and health, family or medical leave, exempt/non-exempt and contingent worker classifications and workers’ compensation and the Worker Adjustment Retraining & Notification Act of 1988, as amended, or any similar Applicable Law. There are no labor or employment Proceedings pending, or to the Knowledge of HoldCo threatened, between a Manager Entity and any employees, current or former, of a Manager Entity.

Section 5.14    Intellectual Property.

(a)    Section 5.14(a) of the HoldCo Disclosure Letter sets forth a complete and correct list, as of the date hereof, of all of the Intellectual Property of the Manager (“Manager Intellectual Property”) that as of the date hereof is registered or subject to an application for registration with any Governmental Authority by the Manager or (collectively, whether listed or required to be listed in Section 5.14(a) of the HoldCo Disclosure Letter, the “Registered IP”). All Registered IP is in effect and subsisting.

(b)    Each Manager Entity owns, licenses or otherwise has the right to use all Manager Intellectual Property necessary for the conduct of the Business as currently conducted, provided that the foregoing is not a representation or warranty with respect to infringement, misappropriation or other violation of the Intellectual Property of another Person (which is addressed in Section 5.14(c)).

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(c)    As of the date hereof (i) to HoldCo’s Knowledge, no Manager Entity’s use of the owned Manager Intellectual Property infringes, misappropriates or otherwise violates the Intellectual Property rights of any Person, (ii) to the Knowledge of HoldCo, no Person is infringing, misappropriating or otherwise violating the rights of a Manager Entity in any owned Manager Intellectual Property, (iii) since January 1, 2018, no claims have been asserted in writing by any Person against any member of a Manager Entity alleging that a Manager Entity’s use of any Manager Intellectual Property infringes, misappropriates or otherwise violates the rights of such Person, and (iv) since January 1, 2018, no claims have been asserted in writing by such Manager Entity alleging that any Person infringes, misappropriates or otherwise violates any Manager Intellectual Property.

Section 5.15    Taxes.

(a)    Each Manager Entity has (i) timely filed (or caused to be timely filed) all federal and other material Tax Returns required to be filed by it (taking into account any applicable extensions or waivers) with the appropriate taxing authority and all such Tax Returns were and are complete and correct in all material respects and (ii) timely paid (or caused to be timely paid) all Taxes which were required to be paid by such Manager Entity on such Tax Returns other than any such Taxes that are being contested in good faith by appropriate Proceedings.

(b)    There is currently no pending or proposed in writing audit of any Tax Returns of any Manager Entity.

(c)    There are no outstanding waivers or extensions given by any member of any Manager Entity regarding the application of the statute of limitations with respect to any Taxes.

(d)    There are no Liens upon the assets or properties of any member of any Manager Entity or the Business other than Permitted Liens.

(e)    Based on current estimates, the amount of the Liability of a Manager Entity for unpaid Taxes for all periods ending on or before December 31, 2019 does not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) reflected on the Manager Balance Sheet. The amount of the Liability of a Manager Entity for unpaid Taxes for all periods following the end of the most recent period covered by the Manager Balance Sheet shall not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) as adjusted for the passage of time in accordance with the past custom and practice of such Manager Entity (and which accruals shall not exceed comparable amounts incurred in similar periods in prior years).

(f)    Each Manager Entity has withheld and paid each material Tax required to have been withheld and paid by it in connection with amounts paid or owing to any employee, independent contractor, service provider, creditor, customer, shareholder or other party, and each such member has complied with all information reporting and backup withholding provisions of Applicable Law.

(g)    No Manager Entity was a member of any affiliated, combined, unitary, or other similar group filing a consolidated, combined, unitary, or other Tax Return for any taxable year for which the assessment of Taxes has not expired pursuant to the relevant statute of limitations.

(h)    No Manager Entity is a party to, bound by, nor has any obligation under, any Tax sharing, Tax indemnity or Tax allocation agreement or similar agreement or arrangement with respect to Taxes with any Person other than obligations in customary agreements with third parties entered into in the ordinary course of business consistent with past practice.

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(i)    Each of ALP, OpCo Holdings, Manager and AMH is, and at all times since its formation has been, properly treated and classified for all U.S. federal and applicable state Tax purposes as either a partnership (within the meaning of Section 301.7701-3 of the Treasury Regulations promulgated pursuant to the Code) that is not a publicly traded partnership within the meaning of Section 7704 of the Code or an entity disregarded as an entity separate from AMH (within the meaning of Section 301.7701-3 of the Treasury Regulations promulgated pursuant to the Code).

(j)    Each of ALP, OpCo Holdings, Manager and AMH does not own any assets that are securities under the Investment Company Act of 1940, as amended, except the Contributed Equity Interests, other interests in the Manager Entities and treasury securities.

Section 5.16    Insurance. Each insurance policy and insurance bond covering a Manager Entity is set forth in Section 5.16 of the HoldCo Disclosure Letter and is in full force and effect and, in the 12 months prior to the date hereof, no Manager Entity has received written notice from any insurer or agent of any intent to cancel any such insurance policy or bond. There is no material claim by any Manager Entity pending under any of such policies or bonds as to which coverage has been denied or disputed by the underwriters of such policies or bonds.

Section 5.17    Assets; Leases.

(a)    Each Manager Entity has good and marketable title to, a valid leasehold interest in or valid license to use, all of its material personal properties (whether owned or leased), rights and assets, free and clear of all Liens (other than Permitted Liens). No Manager Entity currently owns nor has ever owned any real property (“Real Property”) or interest therein.

(b)    There are no Real Property Leases, and no Manager Entity is obligated under or bound by any option, right of first refusal, purchase Contract, or other Contract to sell or otherwise dispose of any Real Property or any other interest in any Real Property. The interest of a Manager Entity under each Real Property Lease is (i) not subordinate to the holder of any Lien (other than any Permitted Lien) on the interest of the landlord thereunder and (ii) subject to a non-disturbance agreement.

(c)    The tangible personal property owned, leased or licensed by any Manager Entity, together with all other assets of the Manager Entities represents all assets and properties required to carry on the Business.

Section 5.18    Ownership of Assets. Each of ALP, OpCo Holdings and AMH does not own any assets today that, following Closing and taking into account the termination of the Management Agreement, would reasonably generate any income for U.S. federal Tax purposes.

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ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF THE ANNALY PARTIES

Except as set forth in a correspondingly labeled section of the Annaly Disclosure Letter, it being agreed that any matter disclosed in any section or subsection of the Annaly Disclosure Letter shall be deemed disclosed in any other section or subsection to the extent that such information is reasonably apparent to be so applicable to such other section or subsection, each Annaly Party represents and warrants to the Contributors and the Manager Entities, as of the date hereof and as of the Closing (provided that any representation or warranty that addresses matters as of a particular date, shall be deemed to have been made only as of such date), as follows:

Section 6.1    Organization. Annaly Sub is a limited liability company, duly formed and validly existing and in good standing under the laws of the State of Delaware. Annaly is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Maryland. Each Annaly Party has the requisite corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate all of its properties and assets.

Section 6.2    Authority. Each Annaly Party has all requisite corporate and limited liability company power and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each Annaly Party of this Agreement and the consummation by each Annaly Party of the transactions contemplated hereby have been duly and validly authorized and approved by all required actions on the part of each Annaly Party. This Agreement has been duly and validly executed and delivered by each Annaly Party and (assuming due authorization, execution and delivery by each other party hereto) this Agreement constitutes the legal, valid and binding obligation of each Annaly Party enforceable against each Annaly Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Applicable Laws now or hereafter in effect affecting creditors’ rights and remedies generally and except as the availability of equitable remedies may be limited by equitable principles of general applicability. The Annaly Parties have made available to the Contributors and Manager correct and complete copies of the resolutions of each of Annaly Sub’s board of managers and/or sole member and the Annaly Board of Directors, in each case, approving the execution and delivery by such Annaly Party of this Agreement and the consummation by such Annaly Party of the transactions contemplated hereby.

Section 6.3    No Violations. Except as set forth in Section 6.4 hereof, neither the execution, delivery or performance of this Agreement, nor the consummation by each Annaly Party and its Affiliates (as applicable) of the transactions contemplated hereby, will, with or without the giving of notice, the termination of any grace period or both: (a) violate, conflict with, or result in a breach or default under any provision of the Organizational Documents of any Annaly Party or any such Affiliate; (b) violate any Applicable Law; or (c) result in a violation or breach by any Annaly Party or any such Affiliate of, conflict with or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any material Contract to which it is a party or by which it or any of its properties or assets are bound.

Section 6.4    Consents and Approvals. Except (a) as set forth in Section 6.4 of the Annaly Disclosure Letter and (b) for any consent, approval or notice that may be required solely by reason of the participation of an Annaly Party (as opposed to any other third party purchaser) in the transactions contemplated hereby, no Annaly Party is required to obtain any consent, waiver or approval of, or make any filing, notification or registration with, any Governmental Authority in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

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Section 6.5    Proceedings.

(a)    Except as set forth in Section 6.5(a) of the Annaly Disclosure Letter, there are no Proceedings that are pending against any Annaly Party or any of its Affiliates that (i) individually or in the aggregate, would reasonably be expected to prevent or materially delay the ability of any Annaly Party to perform its obligations hereunder or (ii) challenge the validity of the Agreement or the transactions contemplated hereby.

(b)    There is no injunction, order, judgment or decree imposed upon any Annaly Party or any of its Affiliates that would reasonably be expected to prevent or materially delay the ability of any Annaly Party to perform its obligations under this Agreement.

Section 6.6    Brokers and Finders. Other than Evercore Group L.L.C., no broker, finder or similar intermediary has acted or on behalf of, or is entitled to any broker’s, finder’s or similar fee or other commission from, any Annaly Party or any of its Affiliates in connection with this Agreement or the transactions contemplated hereby.

Section 6.7    Purchase for Investment. Annaly Sub is acquiring the Contributed Equity Interests solely for investment for its own account and not with the view to, or for resale in connection with, any “distribution” (as such term is used in Section 2(a)(11) of the Securities Act) thereof. Annaly Sub understands that the Contributed Equity Interests have not been registered under the Securities Act or any Applicable Laws by reason of specified exemptions therefrom that depend upon, among other things, the bona fide nature of its investment intent as expressed herein and as explicitly acknowledged hereby and that under such Laws such securities may not be resold without registration under the Securities Act or under Applicable Laws unless an applicable exemption from registration is available. Annaly Sub is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

Section 6.8    No Breach of Management Agreement. To the Knowledge of the Annaly Parties (x) no Party is in breach or violation of the Management Agreement and (y) no facts exist that could give rise to a termination event (other than Annaly’s ability to terminate the Management Agreement at any time and for any reason), including, without limitation a termination by either Party for cause, or as a result of Annaly failing to satisfy an exemption to registration under the Investment Company Act of 1940, as amended, under the Management Agreement.

ARTICLE 7

COVENANTS

Section 7.1    Conduct of Business Pending the Closing. HoldCo, on behalf of the Manager Entities, covenants and agrees that, between the date hereof and the earlier to occur of the Closing or the termination of this Agreement pursuant to its terms, unless the chair of the Annaly Board of Directors shall otherwise specifically consent in writing in advance (which consent shall not be unreasonably withheld, conditioned or delayed), or unless otherwise expressly provided for by this Agreement, the Manager Entities shall (i) conduct their respective business in all material respects in the ordinary course consistent with past practice; (ii) use their respective commercially reasonable efforts to (A) preserve intact

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their business and, in the case of the Business, operate in a manner consistent with the Management Agreement and (B) keep available the services of their respective present officers and employees; (iii) maintain any insurance upon all material assets of Manager and the Business in such amounts and of such kinds comparable to that in effect on the date hereof; (iv) pay and discharge current Liabilities of the Manager Entities as and when due and payable in accordance with the Contracts governing such Liabilities, except for Liabilities of the Manager Entities not material in amount that are disputed in good faith by appropriate Proceedings and properly reserved for on the Manager Balance Sheet and (v) comply in all material respects with all Applicable Laws and Material Contracts. Subject to the last sentence of Section 7.1, HoldCo, on behalf of the Manager Entities, covenants and agrees that between the date hereof and the earlier to occur of the Closing or the termination of this Agreement pursuant to its terms, none of the Manager Entities shall directly or indirectly do, or propose to do, any of the following items with respect to themselves and their respective business without the prior written consent of the chair of the Annaly Board of Directors (which consent shall not be unreasonably withheld, conditioned or delayed) unless otherwise expressly provided for by this Agreement or otherwise expressly set forth in Section 7.1 of the HoldCo Disclosure Letter:

(a)    amend, propose to amend or otherwise change its Organizational Documents (except as may be needed to effect the transactions set forth in Section 7.11), alter through merger, liquidation, reorganization, reclassification, recapitalization, restructuring or in any other fashion its legal structure or its capital structure or ownership, or commence any voluntary liquidation, dissolution or winding up;

(b)    declare, set aside or make any dividend, payment or distribution of property or assets with respect to its equity interests, including the Contributed Equity Interests, the AMH Equity Interests and the Manager Equity Interests;

(c)    (i) incur, on its behalf, any Indebtedness or guarantee the Indebtedness of any other Person or (ii) make, on its behalf, any loans, advances of capital contributions to, or investments in, or other advances to, any other Person, or otherwise commit, on its behalf, to any such financial transaction, or pay, repay, discharge, purchase, repurchase or satisfy any Indebtedness issued or guaranteed by the Contributors or any of their Affiliates, in each case under clause (i) or (ii), except in the ordinary course consistent with past practice or as set forth in Section 7.1(c) of the HoldCo Disclosure Letter;

(d)    sell, transfer, lease or otherwise dispose of or pledge or otherwise encumber (other than Permitted Liens) its material assets, except as set forth in Section 7.1(d) of the HoldCo Disclosure Letter;

(e)    (i) make, revoke or change any election relating to its Taxes other than in the ordinary course of business consistent with past practice, (ii) change or revoke any of its Tax accounting methods other than in the ordinary course of business consistent with past practice, (iii) change any of its Tax accounting periods other than in the ordinary course of business consistent with past practice, or (iv) settle or compromise any material Tax audit applicable to it or surrender any right to claim a refund with respect to a material Liability for Tax;

(f)    modify in any material respect, terminate or renew any of its Material Contracts or enter into any new Contract, on its behalf, that had it been in effect on the date hereof would have been a Material Contract (and if entry into such Contract is permitted or consented to by the chair of the Annaly Board of Directors, hereunder, modify in any material respect, terminate or renew such Contract thereafter), provided, however, this Section 7.1(f) shall not apply to modifications, terminations or renewals of the Management Agreement;

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(g)    cause or permit Manager to enter into new employment agreements, except for offer letters sent to prospective employees in the ordinary course consistent with past practice, or amend any existing employment agreements;

(h)    terminate the employment of any Senior Person other than (i) a termination for Cause (as defined in the Second Amended and Restated Limited Liability Company Agreement of HoldCo, dated November 29, 2019) or (ii) due to role elimination without, in the case of this subsection (ii), prior approval of the Annaly Board of Directors’ Compensation Committee;

(i)    alter the compensation payable to any Senior Person for the fiscal year ending December 31, 2020 (which, for the avoidance of doubt, shall be consistent with the information set forth in Section 7.1(i) of the HoldCo Disclosure Letter);

(j)    except (w) as set forth in Section 7.1(i), (x) as required pursuant to existing Manager Benefit Plans in effect as of the date hereof, (y) in connection with the promotion of Manager Employees in the ordinary course of business or (z) as otherwise required by Applicable Law, adopt, enter into or become bound by any new Manager Benefit Plan or materially amend, modify or terminate any Manager Benefit Plan;

(k)    cause or permit (i) Manager, on its behalf, to acquire any rights, assets or properties other than in the ordinary course of business consistent with past practice or (ii) Manager, on its behalf, to acquire (by merger, consolidation, acquisition of stock or assets or otherwise) or organize or form any corporation, limited liability company, partnership, joint venture, or other Person or any business organization or division thereof;

(l)    enter into any new line of business on its behalf;

(m)    make any material change to its accounting or cash management policies, procedures or practices (including with respect to reserves, revenue recognition, timing for payments of accounts payable and collection of accounts receivable) unless required by a change in Applicable Law or GAAP; or

(n)    settle any Proceeding on behalf any Manager Entity (i) in an amount in excess of $250,000 or (ii) where such settlement would result in the imposition of any material restrictions upon any of its operations or the Business or would reasonably be expected to restrict the conduct or operations of the business of the Annaly Parties; or

(o)    agree, whether in writing or otherwise, to do any of the foregoing.

Notwithstanding anything to the contrary herein and for the avoidance of doubt, nothing in this Section 7.1, shall be construed to prevent Manager from causing Annaly or any of its Subsidiaries (separate and distinct from the Manager Entities) from taking actions in the course of Manager’s management of the Business.

Section 7.2    New External CEO. In the event Annaly appoints a new chief executive officer (the “New CEO”) prior to the Closing that is not a Manager Employee, the New CEO shall be hired as an employee of Annaly or a subsidiary thereof, rather than of Manager, and all compensation payable to

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the New CEO shall be paid by Annaly, rather than by the Manager (it being understood that any compensation payable to the New CEO shall not be deducted from the management fee paid to the Manager by Annaly pursuant to the Management Agreement). Annaly and Manager agree that, upon the hiring of the New CEO, they shall cooperate in good faith to amend or otherwise adjust Manager’s responsibilities pursuant to the Management Agreement to reflect that the customary functions of the chief executive officer role will be performed by the New CEO.

Section 7.3    No Solicitation of Third-Party Management Proposals. Except as otherwise permitted below, from the date hereof until the earlier of the Closing Date or termination of this Agreement in accordance with its terms, the Annaly Parties shall not, and shall cause their respective Subsidiaries and directors, officers, consultants, advisors (including, without limitation, legal and financial advisors), agents and other representatives (its “Representatives”) not to (i) solicit, initiate, knowingly encourage, assist or respond to the submission of any proposal or offer from any Person relating, with respect to Annaly, to the provision of external management services to Annaly (an “External Management Proposal”), (ii) participate in, continue or cooperate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, any effort or attempt by any Person to make an External Management Proposal or (iii) enter into any agreement with respect to an External Management Proposal. The Annaly Parties shall, and shall cause their respective Subsidiaries to, and shall use their reasonable best efforts to cause their Representatives to, immediately cease and cause to be terminated any and all such existing activities, discussions or negotiations relating to any External Management Proposal. The Annaly Parties hereby represent and warrant to HoldCo that, as of the date of this Agreement, (x) the Annaly Parties are not engaged in any discussions or negotiations with regard to a potential External Management Proposal and (y) no External Management Proposal has been received by the Annaly Parties prior to the date of this Agreement. Notwithstanding the foregoing, the Annaly Parties and their respective Subsidiaries and Representatives may respond to any inquiry or communication from any Person concerning a potential External Management Proposal solely to acknowledge receipt thereof and decline further engagement with such Person or its Representatives with respect to such potential External Management Proposal, and shall notify HoldCo of any such inquiry or communication.

Section 7.4    Access to Information; Interim Financial Statements; Confidentiality.

(a)    From the date hereof until the earlier to occur of the Closing or the termination of this Agreement pursuant to its terms, consistent with Applicable Law, upon reasonable notice, HoldCo shall afford to the officers, employees, accountants, counsel, advisors and other representatives and agents of Annaly (the “Annaly Representatives”) reasonable access (with reasonable prior notice, and during regular business hours) to all premises, records, databases, source code, books, Contracts, commitments, reports of examination, documents and other information (however stored) (including materials filed or furnished by HoldCo with any Governmental Authority with respect to compliance with Applicable Law) with respect to the Business as the Annaly Representatives may reasonably request. HoldCo shall also make available to the Annaly Parties and the Annaly Representatives the appropriate individuals for discussion of its business, properties and personnel as the Annaly Parties and/or the Annaly Representatives may reasonably request. No investigation by the Annaly Parties or the Annaly Representatives prior to or after the date hereof shall diminish, obviate or cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise affect Annaly Sub’s rights under Articles 8 and 9. Without limiting the foregoing, HoldCo shall promptly provide (i) all financial and operating data and other information concerning HoldCo and the Manager Entities as may be reasonably requested by the Annaly Parties or the Annaly Representatives, including,

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to the extent prepared, promptly after their preparation, financial reports prepared for Manager management, and interim financial statements of Manager, and (ii) access for the Annaly Parties and Annaly’s accountants to all work papers relating to HoldCo and the Manager Entities in connection with any of the foregoing.

(b)    Between the date hereof and the Closing Date, HoldCo shall provide to the Annaly Parties, no later than twenty (20) calendar days after the last day of each calendar month, an unaudited balance sheet of Manager as of the last day of such calendar month, the related unaudited statement of earnings, and the general ledger account of Manager for such calendar month.

(c)    From and after the Closing Date, HoldCo shall, and shall cause their Affiliates and their respective officers, managers, directors, employees and agents to, keep confidential and not use in any manner, any and all Confidential Information related to Manager and its assets (tangible and intangible), employees, finances, business and operations. The foregoing shall not preclude HoldCo or such persons from (i) disclosing such Confidential Information if compelled to disclose the same by judicial or administrative process or by other requirements of any Applicable Law (subject to the following provisions of this Section 7.4(c)), (ii) discussing or using such Confidential Information if the same hereafter is in the public domain (other than as a result of a breach of this Agreement) or (iii) discussing or using such Confidential Information if the same is acquired from a Person that is not known to HoldCo to be under an obligation to keep such information confidential. If HoldCo or any Affiliate is requested or required (by oral questions, interrogatories, requests for information or documents in legal, administrative, arbitration or other formal proceedings, subpoena, civil investigative demand or other similar process) to disclose any such Confidential Information, HoldCo or such Affiliate thereof shall promptly notify the Annaly Parties of any such request or requirement so that the Annaly Parties may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 7.4(c). If, in the absence of a protective order or other remedy or the receipt of a waiver by Annaly or Annaly Sub, HoldCo or any Affiliate thereof is required to disclose such information, HoldCo or such Affiliate, without Liability hereunder, may disclose that portion of such information which HoldCo or such Affiliate is legally required to disclose; provided, that HoldCo or such Affiliate shall exercise their best efforts to obtain reliable assurance that confidential treatment will be accorded any such information so disclosed.

Section 7.5    Regulatory Matters; Third Party Consents.

(a)    The Parties shall, and shall cause their respective Affiliates to, cooperate with each other and use their reasonable best efforts to as promptly as practicable after the date hereof prepare and file, or cause to be prepared and filed, all necessary documentation to effect all applications, notices, petitions and filings with, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations of, all third parties and Governmental Authorities that are necessary or advisable to timely consummate the transactions contemplated hereby. All such third party consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory to the Parties, and executed originals of such consents, waivers and approvals shall be made available to each Party for inspection promptly after receipt thereof, and copies of such notices shall be made available to each Party promptly after the making thereof. The Parties agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the consummation of the transactions contemplated hereby. Each Party hereto (the “Reviewing Party”) will have the right to review in advance, and the other Party (the “Filing Party”) will consult with the Reviewing Party on, all the information relating to the Reviewing Party and its Affiliates that appears in any filing or written materials submitted by the Filing Party to any Governmental Authority

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in connection with the transactions contemplated hereby. The Parties hereto agree that they will keep the other Parties apprised in a timely manner of the status of matters relating to completion of the transactions contemplated hereby.

(b)    Each Party shall promptly advise the other Party upon receiving any communication from any Governmental Authority relating to the transactions contemplated hereby or otherwise materially affecting its ability to timely consummate the transactions contemplated hereby.

Section 7.6    Further Assurances. Each Party shall, and shall cause its Affiliates to, at the request of any other Party, execute and deliver to the requesting Party such further customary instruments and take such other actions as may be reasonably necessary or appropriate in order to confirm or carry out the provisions of this Agreement.

Section 7.7    Notification of Certain Matters. Until the Closing, the Contributors and the Annaly Parties shall promptly notify the other Party in writing of the occurrence of any event of which it has knowledge that would reasonably likely result in any of the conditions set forth in Article 8 of this Agreement becoming incapable of being satisfied.

Section 7.8    Public Announcements. On or prior to the Closing, no Party or any of its respective Affiliates will make any press release, public statement or public announcement with respect to this Agreement or any of the transactions contemplated hereby without the prior written consent of the chair of the Annaly Board of Directors and HoldCo; provided, that Annaly and/or HoldCo may make any press release, public statement or public announcement which the chair of the Annaly Board of Directors and/or HoldCo, as applicable, determine is required by Applicable Law, stock listing requirements or rating agency arrangements, in which case Annaly and/or the Contributors, as applicable, shall use commercially reasonable efforts to consult with Annaly and/or the Contributors, as the case may be, regarding the contents thereof prior to issuing any such press release or making any such public statement or public announcement.

Section 7.9    Contributor Transaction Expenses; No Liability. From and after the Closing, none of Annaly, any Affiliate of Annaly (including Annaly Sub), ALP, OpCo Holdings, AMH or Manager shall have any Liability as a result of or arising out of any (a) Contributor Transaction Expenses or (b) existing Indebtedness of the Contributors or their Affiliates. Notwithstanding the forgoing, if the Parties mutually agree, the Annaly Parties shall be permitted to satisfy the expenses or other obligations of ALP, OpCo Holdings, AMH or Manager prior to Closing.

Section 7.10    Delivery of Company Records. At or before the Closing, HoldCo shall deliver or cause to be delivered to Annaly or its designee true, correct and complete copies of all minute books of all meetings of members, directors and committees of the foregoing, unanimous or other consents, Manager seals, ledgers, true, correct and complete copies of the Organizational Documents and other similar records and items in HoldCo’s possession reasonably requested by Annaly from the Contributors.

Section 7.11    Contribution of Contributed Equity Interests. At Closing, HoldCo shall cause the OpCo Holdings Members to contribute and assign the Contributed Equity Interests owned by the OpCo Holdings Members to Annaly Sub pursuant appropriate instruments of transfer as contemplated in Section 8.2(g); provided that, to the extent HoldCo has not obtained or effected the foregoing prior to Closing after using reasonable best efforts, HoldCo may cause the Contributed Equity Interests owned by the OpCo Holdings Members to be contributed and assigned to Annaly Sub pursuant to an amendment or modification to the operating agreement of HoldCo determined in good faith by HoldCo to be appropriate or necessary to effect such contribution and assignment or through other means permitted

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by law and available to HoldCo, in its capacity as “Manager” of OpCo Holdings, without consent of any of the OpCo Holdings Members, in each case as may be mutually agreed by Annaly and HoldCo acting in good faith.

ARTICLE 8

CONDITIONS

Section 8.1    Conditions to Each Party’s Obligations. The respective obligations of each Party to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing of the condition that no temporary restraining order, preliminary or permanent injunction or other Order (whether temporary, preliminary or permanent) issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition shall be in effect, and no Applicable Law shall be enacted, entered or enforced, in each case that prevents the consummation of the transactions contemplated hereunder on the same terms and conferring on the Annaly Parties all the rights and benefits as contemplated herein.

Section 8.2    Additional Conditions to Obligations of the Annaly Parties. The obligations of the Annaly Parties to consummate the transactions contemplated by this Agreement shall also be subject to the satisfaction or waiver at or prior to the Closing of the following conditions:

(a)    Representations and Warranties. (i) Each of the representations and warranties made by HoldCo, both in its own capacity and on behalf of the Manager Entities and the HoldCo Members, the Contributors and Manager in this Agreement, other than the Manager Fundamental Representations, that are qualified as to materiality (including the words “material” or “Manager Material Adverse Effect”) shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date hereof and as of the Closing Date as if made on and as of the Closing Date except, in each case, to the extent that such representations and warranties refer specifically to an earlier date, in which case they shall be true and correct as of such date, and (ii) each of the Manager Fundamental Representations shall be true and correct as of the date hereof and as of the Closing Date as if made on and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall be true and correct as of such date.

(b)    Agreements and Covenants. HoldCo, both in its own capacity and on behalf of the Manager Entities and the Contributors, shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date.

(c)    Officer’s Certificate. Annaly shall have received a certificate, dated as of the Closing Date, as to the fulfillment of the conditions in Sections 8.2(a) and 8.2(b) signed by a duly authorized officer of HoldCo, which certificate shall have the effect of HoldCo (both on behalf of itself and on behalf of the other Contributors and the Manager Entities) making its representations and warranties under this Agreement as of the Closing Date (other than such representations that are made as of a specified date, which shall be remade at the Closing Date as of such specified date).

(d)    No Governmental Restriction, Etc. There shall not be any pending or threatened Claim asserted by any Governmental Authority (i) challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or seeking to obtain from Annaly

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or any of its Subsidiaries or Affiliates any damages in connection with this Agreement, or (ii) seeking to prohibit or limit the ownership, operation or conduct by Annaly or any of its Subsidiaries or Affiliates of any significant portion of the business or assets of Manager, Annaly or any of its Subsidiaries or Affiliates, or challenging or seeking to dispose of or hold separate any portion of the business or assets of Manager, Annaly or any of their respective Subsidiaries or Affiliates, in each case, as a result of the transactions contemplated by this Agreement.

(e)    Approvals, Consents, Etc. The Parties shall have delivered all notices, and Annaly shall have received any and all approvals, consents, waivers or confirmations, required or deemed advisable by Annaly from third parties relating to the Agreement or any of the transactions contemplated hereby, including but not limited to such approvals, consents, waivers or confirmations that will allow the ongoing operations of Manager from and after the Closing Date as such operations are conducted as of the date of this Agreement and the Closing, in form and substance satisfactory to Annaly, and no approval, consent, waiver, confirmation, or notices shall contain any terms or conditions that would materially restrict or limit the ongoing operations of Manager from and after the Closing Date as such operations are conducted as of the date of this Agreement and the Closing.

(f)    No Manager Material Adverse Effect. There shall not have occurred any fact, event, change, development, circumstance or effect which, individually or in the aggregate, has had or would reasonably be expected to have a Manager Material Adverse Effect.

(g)    Delivery of Assignments. The Annaly Parties shall have received duly executed assignments or other appropriate instruments of transfer with respect to the Contributed Equity Interests or other instruments of transfer reasonably acceptable to the Annaly Parties sufficient to effect valid and effective transfer the Contributed Equity Interests, duly executed by each Contributor and each OpCo Holdings Member with respect to itself; provided that, to the extent permitted by Section 7.11, this condition may be satisfied with respect to the Contributed Equity Interests held by the OpCo Holdings Members by receipt of duly executed and effective documentation evidencing the valid and effective transfer of such Contributed Equity Interests pursuant to a method permitted by Section 7.11.

(h)    AMCO Retirement Plan. The AMCO Retirement Plan shall have been terminated without obligations for future payments and the Annaly Parties shall have received confirmation of such termination.

Section 8.3    Additional Conditions to Obligations of the Contributors. The obligation of the Contributors to consummate the transactions contemplated by this Agreement shall also be subject to the satisfaction or waiver at or prior to the Closing of the following conditions:

(a)    Representations and Warranties. (i) Each of the representations and warranties made by the Annaly Parties in this Agreement, other than the Annaly Fundamental Representations, that are qualified as to materiality (including the words “materiality”) shall be true and correct, and those not so qualified shall be true and correct in all materials respects, as of the date hereof and as of the Closing Date as if made on and as of the Closing Date except, in each case, to the extent that such representations and warranties refer specifically to an earlier date, in which case they shall be true and correct as of such date and (ii) each of the Annaly Fundamental Representations shall be true and correct as of the date hereof and as of the Closing Date as if made on and as of the Closing Date, except to the extent that any such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall be true and correct as of such date.

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(b)    Agreements and Covenants. The Annaly Parties shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

(c)    Officer’s Certificate. The Contributors shall have received a certificate, dated as of the Closing Date, as to the fulfillment of the conditions in Sections 8.3(a) and 8.3(b) signed by duly authorized officers of Annaly and Annaly Sub, respectively, which certificate shall have the effect of Annaly and Annaly Sub making their respective representations and warranties under this Agreement as of the Closing Date (other than such representations that are made as of a specified date, which shall be remade at the Closing Date as of such specified date).

(d)    Continued Employment. Annaly shall have offered employment or continued employment to all employees of the Manager and Annaly set forth on Schedule 2 (to the extent such employees are still employed by the Manager or Annaly at the Closing) on terms and conditions as set forth on Exhibit B, it being understood that Schedule 2 will be updated at Closing to include any such employees hired by the Manager following the date hereof not in violation of Section 7.1.

(e)    Retention and Severance Policy. Annaly shall have adopted an employee retention and severance policy as mutually agreed between the parties (the “Employee Retention and Severance Policy”), pursuant to which Annaly will provide certain standard benchmarked severance protections for all employees of the Manager and Annaly set forth on Schedule 2 (excluding any person subject to an individual severance agreement with Annaly) for termination without cause following the Closing Date.

ARTICLE 9

TERMINATION, AMENDMENT AND WAIVER

Section 9.1    Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:

(a)    By mutual written consent of the Parties;

(b)    By either Annaly or HoldCo’s board of managers if the Closing shall not have occurred by September 30, 2020 (the “Outside Date”) for any reason; provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any Party whose action or failure to act has been the cause of or resulted in the failure of the Closing to occur on or before the Outside Date and such action or failure to act constitutes a breach of this Agreement;

(c)    By Annaly, if the Annaly Parties are not in breach of their respective obligations under this Agreement, and if at any time there has been a breach on the part of the Manager Entities or the Contributors such that one of the conditions set forth in Section 8.2 would not be satisfied (treating such time as if it were the Closing Date for purposes of this Section 9.1(c)), provided, that if such breach is curable by any Manager Entity or any Contributor, then Annaly may not terminate this Agreement under this Section 9.1(c) until the earlier of the Outside Date and thirty (30) days after delivery of written notice from Annaly to the Manager Entities and the Contributors of such breach, provided that the Manager Entities and the Contributors continue to exercise commercially reasonable efforts to cure such breach; or

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(d)    By HoldCo’s board of managers if the Contributors are not in breach of their respective obligations under this Agreement, and if at any time there has been a breach on the part of Annaly or Annaly Sub such that one of the conditions set forth in Section 8.3 would not be satisfied (treating such time as if it were the Closing Date for purposes of this Section 9.1(d)), provided, that if such breach is curable by Annaly, then HoldCo’s board of managers may not terminate this Agreement under this Section 9.1(d) until the earlier of the Outside Date and thirty (30) days after delivery of written notice from the Contributors to Annaly of such breach, provided that Annaly continues to exercise commercially reasonable efforts to cure such breach.

Section 9.2    Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.1 (which termination will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties hereto), (i) this Agreement (other than this Section 9.2 and Sections 7.8, 11.1, 11.2, and 11.5 through 11.12, which shall survive such termination) will forthwith become void and be of no further force and effect, and there will be no Liability on the part of Annaly, Annaly Sub, the Contributors, the Manager Entities or any of their respective Affiliates, officers, managers or directors to the other and all rights and obligations of any Party hereto will cease, except that nothing herein will relieve any Party from Liability for any breach prior to termination of this Agreement in accordance with its terms, of any representation, warranty, covenant or agreement contained in this Agreement; and (ii) the Management Agreement shall remain in full force and effect as if it had not been amended by Article 3 hereto.

ARTICLE 10

TAX MATTERS

Section 10.1    Tax Allocation. HoldCo Members (both in their capacity as members of HoldCo and as limited partners in ALP) and OpCo Holdings Members shall be responsible for all income Tax on income, gain, loss, credit or deduction allocated to them by HoldCo and ALP or OpCo Holdings, as applicable, for all taxable periods that end on or before the Closing Date, it being understood that the last day of the taxable year of each of HoldCo, ALP and OpCo Holdings shall end for income tax purposes on the Closing Date at the effective time; provided that to the extent that any such taxable year does not end on the Closing Date for any state or local income tax purposes, such income, gain, loss, credit or deduction will be allocated to the period ending on the Closing Date using a “closing of the books” method.

Section 10.2    Returns and Payments. The Contributors and the Manager Entities shall prepare and cause the filing in a timely manner (taking into account timely extensions) of all Tax Returns for HoldCo and the Manager Entities that are due on or before the Closing Date in a manner consistent with past practices employed without making or changing any accounting methods, elections and conventions. Following the Closing, Annaly shall prepare and file or cause to be prepared and filed in a timely manner all Tax Returns of HoldCo and the Manager Entities that are due after the Closing Date with respect to Tax periods beginning before the Closing Date (“Pre-Closing Date Tax Returns”). Pre-Closing Date Tax Returns shall be prepared, and each item thereon treated, in a manner consistent with past practices employed (except to the extent that Annaly’s counsel or outside accounting firm determines that such treatment is not more likely than not correct) without making or changing any accounting methods, elections and conventions. A representative of the HoldCo Members and OpCo Holdings Members, which shall initially be Anthony Green, shall have the right to review any such Tax Return thirty (30) days prior to the filing of such Tax Return, and the Annaly Parties and such representative shall use good faith efforts to resolve reasonable comments to such Tax Return from such representative. Annaly shall use

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commercially reasonable efforts to provide any IRS Forms K-1 of HoldCo or OpCo Holdings to the HoldCo Members or OpCo Holdings Members, as applicable, within sixty (60) days after the end of the calendar year in which the Closing occurs.

Section 10.3    Contests. In the case of an audit or administrative or judicial proceeding of HoldCo or the Manager Entities that relates to taxable periods ending on or before the Closing Date, the Contributors shall have the right, at the Contributors’ expense, to participate in such audit or proceeding to the extent that it could potentially result in an adjustment to any items of income, loss, credit, deduction, or gain from such entity previously allocated to a HoldCo Member or OpCo Holdings Member, and Annaly shall use commercially reasonable efforts to obtain the prior written consent of HoldCo (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim that results in an adjustment to any item of income, loss, credit, deduction, or gain previously allocated to a HoldCo Member or OpCo Holdings Member.

Section 10.4    Cooperation and Exchange of Information. The Parties shall each provide the others with such cooperation and information as any of them reasonably may request of the others in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase Manager or a part of the business acquired from the Contributors by Annaly Sub. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records and other documents relating to rulings or other determinations by Tax authorities. The Contributors and Annaly shall (and Annaly after the Closing will cause the Manager Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of Manager, if any, for the taxable period that includes the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, or (ii) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

ARTICLE 11

MISCELLANEOUS

Section 11.1    Fees and Expenses. Except as specifically provided to the contrary in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses, whether or not the Closing is consummated.

Section 11.2    Notices. All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally or sent by nationally recognized overnight courier or by registered or certified mail, postage prepaid, return receipt requested, or by facsimile, telecopier or e-mail, as follows:

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or to such other address as the Party to whom notice is to be given may have furnished to the other Parties in writing in accordance herewith. All such notices or communications shall be deemed to be received (i) in the case of personal delivery, nationally recognized overnight courier or registered or certified mail, on the date of such delivery, and (ii) in the case of facsimile or telecopier or electronic mail, upon receipt of the appropriate facsimile or telecopier confirmation.

Section 11.3    Amendment. This Agreement may be amended to the fullest extent permitted by Applicable Law by the Parties at any time prior to the Closing. This Agreement may not be amended except by an instrument in writing signed by all of the Parties.

Section 11.4    Waiver. At any time prior to the Closing, Annaly, on the one hand, and the Contributors and Manager Entities, on the other hand, may, to the extent permitted by Law, extend the time for the performance of any of the obligations or other acts required by the other Party hereunder, waive any inaccuracies in the representations and warranties made to such Party and contained in this Agreement or in any document delivered pursuant hereto or waive compliance with any of the agreements or conditions for the benefit of such Party contained in this Agreement. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, or the waiver of the fulfillment of any such condition, shall not affect the right to any remedy based on such representation, warranty, covenant or obligation.

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Section 11.5    Severability. If any term or other provision of this Agreement, or the application thereof, is invalid, illegal, void or incapable of being enforced by any Applicable Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, void or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

Section 11.6    Entire Agreement. This Agreement (including all exhibits, annexes and schedules hereto) and other documents and instruments delivered pursuant hereto or thereto constitute the entire agreement and supersede all prior representations, agreements, understandings and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof and no Party is relying on any prior oral or written representations, agreements, understandings or undertakings with respect to the subject matter hereof and thereof.

Section 11.7    Assignment. This Agreement shall not be assigned by operation of Applicable Law or otherwise, except that (a) Annaly may assign all or any of its rights hereunder to any Affiliate; provided, that no such assignment shall relieve the assigning Party of its obligations hereunder, and (b) from and after the Closing, Annaly may assign all of its rights and obligations hereunder to a Person that directly or indirectly acquires all of the equity interests, substantially all of the assets, or all or part of the business, of Annaly, so long as such Person assumes this Agreement, in writing, and agrees to be bound by and to comply with all of the terms and conditions hereof.

Section 11.8    Parties in Interest. Subject to Section 11.7 hereof, this Agreement shall be binding upon and inure solely to the benefit of each Party and each of their respective heirs, executors, personal representatives, successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 11.9    Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any Party in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 11.10    Governing Law; Jurisdiction.

(a)    This Agreement and all disputes, controversies or claims relating to, arising out of or under, or in connection with this Agreement and the transactions contemplated hereby, including the negotiation, execution and performance hereunder, shall be governed by, and construed in accordance with, the internal substantive laws of the State of New York, excluding, to the greatest extent a New York court would permit, the application of the laws of any other jurisdiction. Each of the Parties irrevocably and unconditionally submits to the sole and exclusive personal jurisdiction of (i) the courts of the State of New York, and (ii) the United States District Court for the Southern District of New York (together with appropriate appellate courts therefrom, the “New York Courts”), for the purposes of any dispute, claim, controversy, suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each of the Parties hereto further agrees and covenants (A) to

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commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of New York and (B) to not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. Each of the Parties hereby irrevocably and unconditionally consents to service of any process, summons, notice or document by U.S. prepaid certified or registered mail to such Party’s respective address set forth above in Section 11.2 and agrees that such service shall be effective service of process for any action, suit or proceeding in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this Section 11.10. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by Applicable Law. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(b)    Each of the Parties hereto hereby agrees that a final judgment in any dispute, claim, controversy, suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law.

(c)    EACH PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.10(c).

Section 11.11    Enforcement of Agreement; Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the New York Courts, this being in addition to any other remedy to which such Party is entitled at law or in equity.

Section 11.12    Counterparts. This Agreement may be executed and delivered in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Any facsimile or electronically transmitted copies (including using portable document format (“.pdf”)) hereof or signatures hereon shall, for all purposes, be deemed originals.

Section 11.13    Due Diligence Materials. For purposes of this Agreement, the phrase “provided to Annaly” shall mean the delivery by the Manager Entities of the various materials, documents and information produced by the Manager Entities throughout Annaly’s due diligence review process to Annaly by e-mail delivery, up until two (2) Business Days prior to the date hereof.

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Section 11.14    Time is of the Essence. Time is of the essence in this Agreement. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. Relative to the determination of any period of time, “from” means “including and after,” “to” means “to but excluding” and “through” means “through and including.”

Section 11.15    Rules of Interpretation. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under, and all accounting determinations hereunder shall be made in accordance with, GAAP. Unless otherwise specified, all references herein to “Articles,” “Sections,” “Exhibits,” “Annexes” or “Schedules” are to Articles, Sections, Exhibits, Annexes or Schedules of this Agreement. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “hereof,” “herein,” “hereunder” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. “Shall” and “will” mean “must,” and shall and will have equal force and effect and express an obligation. “Writing,” “written” and comparable terms refer to printing, typing, and other means of reproducing in a visible form. The table of contents and headings, titles and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References herein to this Agreement mean this Agreement as from time to time amended, modified or supplemented, including by waiver or consent. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent. Any reference to an Applicable Law herein shall include any amendment thereof or any successor thereto and any Regulations promulgated thereunder. References to a Person are also to its permitted successors and assigns. Each Party acknowledges that this Agreement was negotiated by it with the benefit of representation by legal counsel, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party shall not apply to any construction or interpretation hereof. References in this Agreement to “consistent with past practice” shall mean consistent with past practice including as to time, frequency and amount.

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IN WITNESS WHEREOF, Annaly, Annaly Sub and the Contributors have executed and delivered this Internalization Agreement or caused this Internalization Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

[Signature Page to Internalization Agreement]

[Signature Page to Internalization Agreement]

[Signature Page to Internalization Agreement]

[Signature Page to Internalization Agreement]

Exhibit A

DEFINITIONS

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person.

“Agreement” has the meaning set forth in the Preamble.

“ALP” has the meaning set forth in the Preamble.

“ALP Interests” has the meaning set forth in the Recitals.

“AMCO Retirement Plan” has the meaning set forth in Section 5.12(l).

“AMH” has the meaning set forth in the Recitals.

“AMH Equity Interests” has the meaning set forth in the Recitals.

“Applicable Law” means any domestic or foreign federal, state or local statute, law (whether statutory or common law and including the Securities Laws), ordinance, rule, administrative interpretation, regulation, order (including any exemptive orders), writ, judgment or directive (including those of any self-regulatory organization) applicable to or legally binding on any of the Contributors, the Manager Entities, the Annaly Parties, or any of their respective Affiliates, directors, employees or agents or other Person, as the case may be.

“Annaly” has the meaning set forth in the Preamble.

“Annaly Board of Directors” means the members of the board of directors of Annaly.

“Annaly Disclosure Letter” means the Annaly Disclosure Letter dated as of the date hereof and delivered by the Annaly Parties to HoldCo simultaneously with the signing of this Agreement.

“Annaly Fundamental Representations” means the representations and warranties set forth in Sections 6.1, 6.2, and 6.3(a).

“Annaly Party” has the meaning set forth in the Preamble.

“Annaly Representatives” has the meaning set forth in Section 7.4(a).

“Annaly Sub” has the meaning set forth in the Preamble.

“Approvals” means all franchises, grants, authorizations, licenses, registrations, permits, easements, consents, waivers, qualifications, certificates, Orders, exemptions and other necessary approvals.

“Business” has the meaning set forth in the Preamble.

“Business Day” means any day other than a Saturday, Sunday or day on which banks are permitted to close in the State of New York.

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“Claim” means any claim, suit, action, arbitration, mediation, cause of action, complaint, charge, allegation, criminal prosecution, investigation, demand letter, subpoena (or other formal request or demand), or proceeding, whether at law or at equity, before or by any Governmental Authority, arbitrator, other tribunal, or any other Person, and any information request from a Governmental Authority.

“Closing” has the meaning set forth in Section 2.1.

“Closing Date” has the meaning set forth in Section 2.3.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, from time to time, and the Regulations promulgated and rulings issued thereunder.

“Compensation Committee” means the compensation committee of the Annaly Board of Directors.

“Confidential Information” means any information (in whatever form, whether written, oral, electronic or otherwise) concerning the businesses and affairs of a Disclosing Party and all analyses, compilations, forecasts, studies or other documents which contain or reflect any such information; provided, however, that the term “Confidential Information” shall not include (a) information that is or becomes publicly available other than as a direct or indirect result of disclosure by a Receiving Party or its Representatives or (b) information that becomes available to the Receiving Party on a non-confidential basis from a source (other than such Disclosing Party or its Representatives) that, to the knowledge of such Receiving Party, is not prohibited from disclosing such information to such Receiving Party by any legal, contractual or fiduciary obligation to such Disclosing Party.

“Consideration” has the meaning set forth in Section 2.2.

“Contract” means any contract, plan, undertaking, understanding, agreement, purchase order, license, sublicense, consent, lease, note, mortgage or other binding commitment, whether written or oral.

“Contributed Equity Interests” has the meaning set forth in the Recitals.

“Contribution” has the meaning set forth in Section 2.1.

“Contributor” has the meaning set forth in the Preamble.

“Contributor Transaction Expenses” means all out-of-pocket costs, fees and expenses incurred at any time (whether or not invoiced) by or on behalf of the Contributors in connection with this Agreement and the transactions contemplated hereby, including fees and expenses of advisors and consultants (including investment bankers, lawyers and accountants) arising out of, relating to or incidental to the discussion, evaluation, negotiation and documentation of the transactions contemplated hereby, and fees and costs related to the repayment of any Indebtedness (including prepayment fees and penalties and any amounts payable (including applicable Taxes) and any similar such amounts payable in connection with this Agreement and the transactions contemplated hereby).

“Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of stock or other equity or similar interests, as trustee or executor, by Contract or credit arrangement or otherwise.

“Disclosing Party” means (i) with respect to Manager, the Manager or the Contributors, and (ii) with respect to Annaly Sub, Annaly or Annaly Sub.

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“Employee Retention and Severance Policy” has the meaning set forth in Section 8.3(e).

“ERISA” has the meaning set forth in Section 5.12(a).

“ERISA Affiliate” means, with respect to each Manager Entity, any trade or business, whether or not incorporated, that together with such Manager Entity is, or previously was, treated as a single employer under Section 414 of the Code or Title IV of ERISA.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder.

“External Management Proposal” has the meaning set forth in Section 7.3.

“Filing Party” has the meaning set forth in Section 7.5(a).

“GAAP” means generally accepted accounting principles in the United States.

“Governmental Authority” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state, or local, or any agency, instrumentality or authority thereof, any multinational, supra-national or quasi-governmental entity, body or authority, any regulatory authority, any self-regulatory organization, any court, arbitration tribunal or arbitrator (public or private) or any other entity exercising executive, legislative, judicial, taxing, regulatory or policing powers or functions of or pertaining to government (or any department, bureau or division thereof).

“Governmental Damages” means (i) any civil or criminal penalties or fines paid or payable to a Governmental Authority, (ii) any restitution paid to a third party, in each case, resulting from the (x) conviction (including as a result of the entry of a guilty plea, a consent judgment or a plea of nolo contendere) of Manager of a crime or (y) settlement with a Governmental Authority for the purpose of closing a Governmental Investigation, or (iii) any injunctive relief or requirement to alter business practices.

“Governmental Investigation” means an investigation by a Governmental Authority the result of which may impose or demand Governmental Damages on or from Manager.

“HoldCo” has the meaning set forth in the Preamble.

“HoldCo Disclosure Letter” means the HoldCo Disclosure Letter dated as of the date hereof and delivered by HoldCo to the Annaly Parties simultaneously with the signing of this Agreement.

“HoldCo Members” means the Persons named on Schedule 1.

“Indebtedness” of any Person means, without duplication, the following obligations: (i) all obligations for borrowed money, including accrued but unpaid interest thereon (ii) all obligations evidenced by bonds, debentures, notes or other similar instruments (whether or not convertible), including accrued but unpaid interest thereon, (iii) all obligations to pay the deferred purchase price of property or services, (iv) all obligations as lessee that would be required to be capitalized in accordance with GAAP, (v) all negative balances in bank accounts and all overdrafts, (vi) all obligations under indentures or arising out of any swap, option, derivative, hedging or similar arrangement, (vii) all obligations in connection with any letter of credit, banker’s acceptance, guarantee, surety, performance or appeal bond, or similar credit transaction, (viii) all obligations under conditional sale or other title retention agreements relating to any property purchased by such Person, (ix) all underfunded or unfunded long-term Liability as of such time with respect to any compensation plan and the long-term amount of any shortfall in payments to unions for pension

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plans and medical plan contributions, (x) all obligations of others secured by a Lien on property or assets owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (xi) all obligations in respect of prepayment premiums, penalties, breakage costs, “make whole amounts,” costs, expenses and other payment obligations that would arise if all Indebtedness referred to in clauses (i) through (x) above were prepaid (or, in the case of any swap, option, derivative, hedging or similar arrangement, unwound and fully settled) in full at such time and (xii) to the extent any item of such Indebtedness referred to in clauses (i) through (xi) above cannot be repaid on such time (e.g., as a result of an irrevocable advance notice requirement), all interest on and other accretion of such Indebtedness that occurs between such time and the earliest time that repayment may occur (e.g., if notice were delivered on such time).

“Intellectual Property” means all U.S. and foreign patents, provisional and non-provisional patent applications, invention disclosures, trademarks, trade names, service marks, trade dress, copyrights and any applications therefor, domain names, moral rights, mask works, schematics, technology, social media accounts and platforms, including log-in credentials, associated content and material, user data and analytics, and all other associated rights, know-how, Trade Secrets, customer lists, technical information, technical data, databases, data collections, process technology, plans, drawings and blue prints, inventions, improvements thereto, ideas, algorithms, devices, systems, processes, computer software programs and applications (source code and object code form), tangible or intangible proprietary information, and any other types of intellectual property.

“IRCA” means the Immigration Reform and Control Act of 1986.

“IRS” has the meaning set forth in Section 5.12(b).

“Knowledge” means, (i) in the case of HoldCo, the actual knowledge of a particular fact or other matter of each of David Finkelstein, Timothy Coffey, Anthony Green, Helen Walter Crossen and Glenn Votek, and (ii) in the case of the Annaly Parties, the actual knowledge of a particular fact or other matter of the Annaly Board of Directors.

“Liability” means any Indebtedness, liability or obligation (whether direct or indirect, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether matured or unmatured, whether determined or determinable, whether disputed or undisputed, whether liquidated or unliquidated, whether due or to become due and whether in contract, tort, strict liability or otherwise), including any liability for Taxes.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien (statutory or otherwise), claim, conditional sale agreement, or charge of any kind (including any agreement to give any of the foregoing); provided, however, that the term “Lien” shall not include (i) statutory liens for Taxes, which are not yet due and payable, (ii) statutory or common law liens to secure landlords, lessors or renters under leases or rental agreements confined to the premises rented, (iii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pension or other social security programs mandated under Applicable Law, (iv) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like liens, and (v) restrictions on transfer of securities imposed by applicable Securities Laws.

“Management Agreement” has the meaning set forth in the Preamble.

“Manager” has the meaning set forth in the Preamble.

“Manager Balance Sheet” has the meaning set forth in Section 5.7(a).

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“Manager Benefit Plan” has the meaning set forth in Section 5.12(a).

“Manager Employees” has the meaning set forth in Section 3.1(b).

“Manager Entities” has the meaning set forth in the Preamble.

“Manager Equity Interests” has the meaning set forth in the Recitals.

“Manager Fundamental Representations” means the representations and warranties set forth in Sections 4.1, 4.2, 4.3(a), 4.5, 4.10, 5.1, 5.2 and 5.3(a).

“Manager Material Adverse Effect” means any fact, event, change, development, circumstance or effect that is, or would reasonably be expected to (a) be materially adverse to the business, condition (financial or otherwise), assets, liabilities, or results of operations of Manager, and/or (b) materially impair or delay the ability of Manager to perform its obligations hereunder, except that none of the following will be considered (either alone or in combination) in determining whether a Manager Material Adverse Effect has occurred: (i) general changes in the United States or global economic, financial market, business or geopolitical conditions (except to the extent that such developments have a disproportionate effect on the Manager), (ii) general changes in the markets or industries in which the Manager conducts its business (except to the extent that such changes have a disproportionate effect on the Manager), (iii) any condition or event rising from or related to any former executive officers of Annaly, (iv) any action or inaction by Manager that the chair of the Annaly Board of Directors approves or consents to in writing or which is taken or not taken in compliance with or in performance of this Agreement, (v) changes arising from actions taken by Annaly including, without limitation, actions taken at the request of the New CEO, (vi) changes in any generally applicable Laws or generally applicable accounting regulations or principles or interpretations thereof (except to the extent that such changes have a disproportionate effect on the Manager), (vii) any change in the price or trading volume of any of Annaly’s securities or other financial instruments, in and of itself (provided that the facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of “Manager Material Adverse Effect” may be taken into account in determining whether there has been a Manager Material Adverse Effect), (viii) any outbreak or escalation of hostilities or war or any act of terrorism, or any acts of God or natural disasters (except to the extent that such changes have a disproportionate effect on the Manager), (ix) the announcement of this Agreement or (x) changes resulting from the execution of this Agreement and consummation of the transactions contemplated hereby. Any fact, event, change, development, circumstance, or effect shall not be deemed to have a Manager Material Adverse Effect if such fact, event, change, development, circumstance or effect results or arises from changes or conditions generally affecting the industry in which Manager conducts its Business, except to the extent such fact, event, change, development, circumstance or effect disproportionately affects (relative to other participants in the industry in which Manager conducts its Business) Manager.

“Manager Operating Committee” means the operating committee of Manager.

“Material Contracts” has the meaning set forth in Section 5.9(a).

“New CEO” has the meaning set forth in Section 7.2.

“New York Courts” has the meaning set forth in Section 11.10(a).

“Order” means any judgment, order, decision, writ, injunction, ruling or decree of, or any settlement under the jurisdiction of, any Governmental Authority.

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“Organizational Documents” means the articles of incorporation or certificate of formation, bylaws or operating agreement or other similar instruments of a Person.

“OpCo Holdings” has the meaning set forth in the Preamble.

“OpCo Holdings Members” has the meaning set forth in the Preamble.

“OpCo Interests” has the meaning set forth in the Recitals.

“Outside Date” has the meaning set forth in Section 9.1(b).

“Parties” has the meaning set forth in the Preamble.

“Permitted Liens” means (a) Liens imposed by Applicable Law for Taxes not yet due and payable or that are being properly contested, (b) statutory Liens of landlords, (c) Liens of carriers, warehousemen, mechanics, materialmen, landlords, repairmen, and other Liens imposed by Applicable Law or Contract incurred in the ordinary course of business that are not overdue by more than thirty (30) days or that are being properly contested, (d) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, (e) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety, indemnity and appeal bonds, performance and return-of-money and fiduciary bonds and other obligations of a like nature, in each case in the ordinary course of business, (f) easements, zoning restrictions, rights-of-way, licenses, covenants, conditions, minor defects, encroachments or irregularities in title and similar encumbrances on or affecting any real property that do not secure any monetary obligations and do not materially interfere with the ordinary conduct of the business at any real property subject to such Liens, (g) any (i) interest or title of a lessor or sublessor, or lessee or sublessee under any lease, (ii) restriction or encumbrance that the interest or title of such lessor or sublessor, or lessee or sublessee may be subject to or (iii) subordination of the interest of the lessee or sublessee under such lease to any restriction or encumbrance referred to in the preceding clause (ii), (h) Liens on goods held by suppliers arising in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor and as long as such Lien remains unperfected, (i) with respect to any real property in which either company owns a leasehold estate, any defect or encumbrance caused by or arising out of the failure to record the lease or a memorandum thereof in the applicable real property records in the jurisdiction where such real property is located, (j) the effect of any moratorium, eminent domain or condemnation proceedings and (k) Liens as set forth in Exhibit A of the HoldCo Disclosure Letter.

“Person” means an individual, corporation, partnership, association, trust, unincorporated organization, limited liability company, joint venture other entity or group (as defined in Section 12(d)(3) of the Exchange Act).

“Pre-Closing Date Tax Returns” has the meaning set forth in Section 10.2.

“Proceedings” has the meaning set forth in Section 4.6(a).

“Projected Balance Sheet” has the meaning set forth in Section 2.4.

“Real Property” has the meaning set forth in Section 5.17(a).

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“Real Property Leases” means any leases, subleases, licenses, concessions or any other Contracts to which Manager is a party granting to any Person any right to possession, use occupancy or enjoyment of any of the Real Property or any portion thereof.

“Receiving Party” means a Party or any Representative of such Party that receives Confidential Information from a Disclosing Party.

“Registered IP” has the meaning set forth in Section 5.14(a).

“Regulation” means any rule, regulation, policy or interpretation of any Governmental Authority having the effect of Law.

“Representatives” has the meaning set forth in Section 7.3.

“Reviewing Party” has the meaning set forth in Section 7.5(a).

“SEC” means the United States Securities and Exchange Commission and any successor thereto.

“Securities Act” has the meaning set forth in Section 4.10(b).

“Securities Laws” means the Securities Act, the Exchange Act, state “blue sky” securities Applicable Laws and all similar foreign securities Applicable Laws, and the rules and regulations promulgated thereunder.

“Senior Persons” shall consist of HoldCo’s board of managers and members of the Manager Operating Committee.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust, unincorporated organization, association or other legal entity of which such Person (i) owns, directly or indirectly, greater than 50% of the stock or other equity interests the holder of which is generally entitled to vote as a general partner or for the election of the board of directors or managers or other governing body of a corporation, partnership, joint venture, limited liability company, trust, unincorporated organization, association or other legal entity or (ii) has any arrangement, understanding or agreements entitling such Person to vote as a general partner or for the election of a majority of the board of directors or managers or other governing body of a corporation, partnership, joint venture, limited liability company, trust, unincorporated organization, association or other legal entity.

“Tax” or “Taxes” means taxes, duties, fees, premiums, assessments, imposts, levies and governmental impositions of any kind, payable to any federal, state, county, local or foreign Governmental Authority, including, but not limited to, those on or measured by or referred to as income, franchise, profits, gross receipts, goods and services, capital, ad valorem, advance, corporation, alternative or add-on minimum taxes, estimated, environmental, disability, registration, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, employment, social security, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premiums, windfall profits, transfer and gains taxes, custom duties, and interest, penalties and additions to tax imposed with respect to any of the foregoing.

“Tax Return” means returns, reports, forms and information statements, including any schedule or attachment thereto, with respect to Taxes required to be filed with the IRS or any other Governmental Authority or taxing authority or agency, domestic, state, local or foreign, including separate, consolidated, combined and unitary tax returns.

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“Trade Secrets” means information, including but not limited to, know-how, Confidential Information, customer lists, software (source code and object code), technical information, data, process technology, plans, drawings and blue prints, anywhere in the world that derives independent economic value, actual or potential, from not generally being known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and that is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

*                *                 *                *                *

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Exhibit B

Terms and Conditions of Employment Offers

Terms and conditions consistent with existing employment arrangements with the Manager.

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Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Annaly Capital Management, Inc. (the “Company”) and David L. Finkelstein (the “Executive”) as of February 12, 2020.

WHEREAS, the Company desires to employ the Executive and the Executive desires to accept such employment with the Company.

WHEREAS, the Company has entered into an internalization agreement, dated as of the date hereof, by and among (i) the Company, (ii) AMCO Acquisition LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company, (iii) AMCO Holding Management Company LLC, a Delaware limited liability company (“HoldCo”), (iv) the members of HoldCo (the “HoldCo Members”), (v) AMCO OpCo Holding Company LLC, a Delaware limited liability company (“OpCo Holdings”), (vi) AMCO LP Holding Company LP, a Delaware limited partnership (“ALP”), (vii) AMCO Manager Holdings LLC, a Delaware limited liability company (“AMH”), and (viii) Annaly Management Company LLC, a Delaware limited liability company (“Manager” and, together with OpCo Holdings, ALP and AMH, the “Manager Entities”) pursuant to which the Company will become an internally managed company (the “Internalization”).

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Company and the Executive hereby agree as follows:

(a)    Term. The term of this Agreement shall begin upon the closing of the Internalization (the “Effective Date”), and shall continue until the date the Company has paid the 2020 Cash Bonus and granted the 2020 Bonus RSU (each as defined in Section 2(b) below), which shall be no later than March 15, 2021 (the “Term End Date”), or until the termination of the Executive’s employment, if earlier. The period commencing on the Effective Date and ending on the date on which the term of this Agreement terminates is referred to herein as the “Term.”

(b)    Duties. During the Term, the Executive shall serve as the Chief Investment Officer of the Company, with duties consistent with those currently performed by the Executive for the Manager Entities, and shall report to the Chief Executive Officer of the Company (the “CEO”). The Executive shall perform all duties and accept all responsibilities incident to such position as may be reasonably and lawfully assigned to the Executive by the CEO. The Executive represents to the Company that the Executive is not subject to or a party to any employment agreement, noncompetition covenant, or other agreement that would be breached by, or prohibit the Executive from, executing this Agreement and performing fully the Executive’s duties and responsibilities hereunder.

(c)    Best Efforts. During the Term, the Executive shall devote the Executive’s best efforts and full time and attention to promote the business and affairs of the Company and its Affiliates, and shall not be engaged in other business activities. The foregoing shall not be construed as preventing the Executive from (1) serving on civic, educational, philanthropic or

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charitable boards or committees, or, with the prior written consent of the CEO, in its sole discretion, on corporate boards, and (2) managing personal investments; so long as such activities are permitted under the Company’s code of conduct and employment policies, do not violate the provisions of Section 8 below, and do not interfere or conflict with the Executive’s obligations to the Company hereunder. The Executive shall provide notice of any activity under Section 1(c)(1) to the Company.

(d)    Principal Place of Employment. The Executive understands and agrees that the Executive’s principal place of employment will be in the Company’s offices located in the New York City metropolitan area and that the Executive will be required to travel for business in the course of performing the Executive’s duties for the Company.

(e)    Resignation of Positions. Effective as of the date of any termination of employment, the Executive shall resign from all Company-related positions, including as an officer and director of the Company and its parents, subsidiaries and Affiliates.

2.    Compensation.

(a)    Base Salary. During the Term, the Company shall pay the Executive a base salary (“Base Salary”), at the annual rate of $750,000, which shall be paid in installments in accordance with the Company’s normal payroll practices. The Executive’s Base Salary shall be reviewed annually by the Board of Directors of the Company (the “Board”) pursuant to the normal performance review policies and may be increased but not decreased from time to time as the Board deems appropriate. The Compensation Committee of the Board (the “Compensation Committee”) may take any actions of the Board pursuant to this Agreement. Notwithstanding anything to the contrary, any amounts payable by the Company under this Agreement may be paid through the Company’s direct or indirect wholly owned subsidiaries, as determined by the Company.

(b)    Incentive Compensation.

(1)    For the 2020 calendar year, the Executive shall receive a minimum annual cash bonus equal to not less than $5,400,000, which shall be paid to the Executive in January 2021 (or such other time as the Company pays its annual 2020 bonuses in 2021, but no later than March 15, 2021) (the “2020 Cash Bonus”). To earn and receive the 2020 Cash Bonus, the Executive must be employed on the date the 2020 Cash Bonus is paid. The 2020 Cash Bonus received may be greater based upon performance and other factors in accordance with the Company’s compensation policies and procedures.

(2)    For the 2020 calendar year, the Executive shall be entitled to receive long-term incentive compensation consisting of an award of restricted stock units (“RSUs”) with a value equal to not less than $1,350,000 (“2020 Bonus RSUs”), covering a number of shares of common stock of the Company (“Shares”) determined by dividing $1,350,000 by the Share Price (as defined below) as of the date of grant, rounded to the nearest whole number. The 2020 Bonus RSUs shall be granted under the Company’s then current long term equity incentive plan and the Company’s standard form of RSU agreement, in each case consistent with the text of this Agreement and Exhibit A. The 2020 Bonus RSUs shall be

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granted at the same time that the Company grants its annual equity 2020 awards, which shall be no later than March 15, 2021. To receive the grant of 2020 Bonus RSUs, the Executive must be employed on the date the 2020 Bonus RSUs are granted. The 2020 Bonus RSUs granted may be greater based upon performance and other factors in accordance with the Company’s compensation policies and procedures. The Compensation Committee will make all determinations with respect to the 2020 Bonus RSUs in good faith, in consultation with the CEO, and in compliance with the text of this Agreement Exhibit A. “Share Price” shall mean the closing price per Share at the close of regular hours trading on the New York Stock Exchange on the relevant date.

(3)    At the closing of the Internalization, the Executive shall be entitled to receive long-term incentive compensation consisting of an award of RSUs with a value equal to $2,500,000 (the “Internalization RSUs”), covering a number of Shares determined by dividing $2,500,000 by the Share Price as of the date of grant, rounded to the nearest whole number. The Internalization RSUs shall be granted under the Company’s then current long term equity incentive plan and the Company’s standard form of RSU Agreement, in each case consistent with the text of this Agreement and Exhibit A. The Internalization RSUs shall be granted promptly upon the closing of the Internalization. To receive the grant of Internalization RSUs, the Executive must be employed on the date the Internalization RSUs are granted. The Compensation Committee will make all determinations with respect to the Internalization RSUs in good faith, in consultation with the CEO, and in compliance with the text of this Agreement Exhibit A.

3.    Retirement and Welfare Benefits. During the Term, the Executive shall be eligible to participate in the health, life insurance, long-term disability, retirement and welfare benefit plans and programs available to employees of the Company, pursuant to their respective terms and conditions. Nothing in this Agreement shall preclude the Company or any Affiliate of the Company from terminating or amending any employee benefit plan or program from time to time after the Effective Date.

4.    Vacation. During the Term, the Executive shall be entitled to vacation each year and holiday and sick leave at levels commensurate with those provided to other executives of the Company, in accordance with the Company’s vacation, holiday and other pay-for-time-not-worked policies.

5.    Business Expenses. The Company shall reimburse the Executive for all necessary and reasonable travel (which does not include commuting) and other business expenses incurred by the Executive in the performance of the Executive’s duties hereunder in accordance with such policies and procedures as the Company may adopt generally from time to time for executives.

6.    Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a)    “Affiliate” shall mean any subsidiary of the Company or other entity under common control with the Company.

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(b)    “Release” shall mean a separation agreement and general release of any and all claims against the Company, its Affiliates, and all related parties including with respect to all matters arising out of the Executive’s employment by the Company, and the termination thereof. The Release will be in the form provided by the Company.

7.    Section 409A.

(a)    This Agreement is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and its corresponding regulations, or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by section 409A of the Code, if the Executive is considered a “specified employee” for purposes of section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A of the Code, payment of such amounts shall be delayed as required by section 409A of the Code, and the accumulated amounts shall be paid in a lump-sum payment within 10 days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death.

(b)    All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code. For purposes of section 409A of the Code, each payment hereunder shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive’s designating the calendar year of payment of any amounts of deferred compensation subject to section 409A of the Code, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

(c)    All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred during the period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits not be subject to liquidation or exchange for another benefit.

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8.    Restrictive Covenants.

(a)    Performance Track Record. Notwithstanding any other provisions of this Agreement or other employment arrangement between the Executive and the Company and its subsidiaries, including the Manager Entities, if, prior to the Term End Date, the Executive’s employment with the Company terminates for any reason, then the Executive shall be permitted to use at any time after Executive’s employment by the Manager Entities or the Company the track record of the performance, while employed by the Manager Entities or the Company, of the Company’s comprehensive or any individual business unit’s portfolio and individual assets, including, records and material pertaining to the track record of the performance of the Company’s comprehensive or any individual business unit’s portfolio and individual assets, for marketing or other use. Such marketing or other use will be either confidential in nature or in accordance with applicable securities laws, rules and regulations.

(b)    Proprietary Information. Subject to the provisions of Section 8(a), at all times, the Executive will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Proprietary Information (defined below) of the Company or an Affiliate, except as such disclosure, use or publication may be required in connection with the Executive’s work for the Company or as described in Section 8(a) above or Section 8(d) below, or unless the Company expressly authorizes such disclosure in writing. “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge, data or information of the Company and its Affiliates and shareholders, including but not limited to information relating to financial matters, investments, budgets, business plans, marketing plans, personnel matters, business contacts, products, processes, know-how, designs, methods, improvements, discoveries, inventions, ideas, data, programs, and other works of authorship.

(c)    Reports to Government Entities. Nothing in this Agreement shall prohibit or restrict the Executive from initiating communications directly with, responding to any inquiry from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General or any other federal, state or local regulatory authority (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Executive does not need the prior authorization of the Company to engage in conduct protected by this subsection, and the Executive does not need to notify the Company that the Executive has engaged in such conduct. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose trade secrets to their attorneys, courts, or government officials in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.

(d)    Inventions Assignment. The Executive agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, reports, and all similar or related

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information which relates to the Company’s or its Affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive while employed by the Company (“Work Product”) belong to the Company. The Executive will promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after the Term) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). If requested by the Company, the Executive agrees to execute any inventions assignment and confidentiality agreement that is required to be signed by Company employees generally.

(e)    Return of Company Property. Upon termination of the Executive’s employment with the Company for any reason, and at any earlier time the Company requests, the Executive will deliver to the person designated by the Company all originals and copies of all documents and property of the Company or an Affiliate that is in the Executive’s possession or under the Executive’s control or to which the Executive may have access. The Executive will not reproduce or appropriate for the Executive’s own use, or for the use of others, any property, Proprietary Information or Work Product.

(f)    Future Cooperation. The Executive agrees that upon the Company’s reasonable request following the Executive’s termination of employment and provided such cooperation is not adverse to the Executive’s legal interests, the Executive shall use reasonable efforts to assist and cooperate with the Company in connection with the transition of the Executive’s responsibilities, with the defense or prosecution of any claim with respect to which the Executive may have knowledge that is made against or by the Company or its Affiliates (other than by or against the Executive), or in connection with any ongoing or future investigation by, or any proceeding before, any arbitral, administrative, regulatory, self-regulatory, judicial, legislative, or other body or agency involving the Company or any Affiliate. The Company shall pay reasonable out-of-pocket expenses (including travel expenses) incurred in connection with providing such assistance. The Company and the Executive agree that, following the Executive’s termination of employment, the Executive’s cooperation pursuant to this Section 8(f) shall be at mutually agreed upon times in light of the Executive’s other professional responsibilities and pursuant to a reasonable schedule.

9.    Legal and Equitable Remedies.

(a)    Because the Executive’s services are personal and unique and the Executive has had and will continue to have access to and has become and will continue to become acquainted with the Proprietary Information of the Company and its Affiliates, and because any breach by the Executive of any of the restrictive covenants contained in Section 8 would result in irreparable injury and damage for which money damages would not provide an adequate remedy, the Company shall have the right to enforce Section 8 and any of its provisions by injunction, specific performance or other equitable relief, without prejudice to any other rights and remedies that the Company may have for a breach, or threatened breach, of the restrictive covenants set forth in Section 8.

(b)    The Executive irrevocably and unconditionally agrees that any dispute arising as to the parties’ rights and obligations hereunder shall be resolved by confidential binding

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arbitration in accordance with the rules of the Judicial Arbitration & Mediation Services, Inc. (JAMS). Such arbitration will take place in the City of New York. The arbitrator shall be empowered to decide the arbitrability of all disputes, and shall apply the substantive federal, state, or local law and statute of limitations governing any dispute submitted to arbitration and any arbitration demand must be filed within the applicable limitations period for the claim or claims asserted. In ruling on any dispute submitted to arbitration, the arbitrator shall have the authority to award only such remedies or forms of relief as are provided for under the substantive law governing such dispute. The arbitrator shall issue a written decision that shall include the essential findings and conclusions on which the decision is based (a standard award). Each party consents to the jurisdiction of the state of New York for injunctive, specific enforcement or other relief in aid of the arbitration proceedings or to enforce judgment of the award in such arbitration proceeding, but not otherwise. The award entered by the arbitrator shall be final and binding on all parties to arbitration, and may be entered in any court of competent jurisdiction. The parties shall equally bear all fees and costs unique to the arbitration forum (e.g., filing fees, transcript costs and arbitrator’s fees), except as provided otherwise in statutory claims. The parties shall be responsible for their own attorneys’ fees and costs, except as provided otherwise in statutory claims. The parties agree that any dispute between the parties that is determined to be not subject to arbitration shall be subject to exclusive jurisdiction and venue in the courts of the City of New York.

10.    Acknowledgement of Satisfaction of All Pre-Employment Conditions.

(a)    Right to Work. For purposes of federal immigration law, the Executive will be required to provide to the Company documentary evidence of the Executive’s identity and eligibility for employment in the United States. Such documentation must be provided to the Company within three days following the Effective Date, or the Company’s employment relationship with the Executive may be terminated and this Agreement will be void.

(b)    Verification of Information. By entering into this Agreement, the Executive warrants that all information provided by the Executive is true and correct to the best of the Executive’s knowledge, and the Executive expressly releases all parties from any and all liability for damages that may result from obtaining, furnishing, collecting or verifying such information, as well as from the use of or disclosure of such information by the Company or its agents.

11.    Survival. The respective rights and obligations of the parties under this Agreement (including, but not limited to, under Sections 8 and 9) shall survive any termination of the Executive’s employment or termination or expiration of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

12.    No Mitigation or Set-Off. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced regardless of whether the Executive obtains other employment. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.

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13.    Section 280G. In the event of a change in ownership or control under section 280G of the Code, if it shall be determined that any payment or distribution in the nature of compensation (within the meaning of section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of section 280G of the Code, the aggregate present value of the Payments under the Agreement shall be reduced (but not below zero) to the Reduced Amount (defined below) if and only if the Accounting Firm (described below) determines that the reduction will provide the Executive with a greater net after-tax benefit than would no reduction. No reduction shall be made unless the reduction would provide the Executive with a greater net after-tax benefit. The determinations under this Section shall be made as follows:

(a)    The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Payments under this Agreement without causing any Payment under this Agreement to be subject to the Excise Tax (defined below), determined in accordance with section 280G(d)(4) of the Code. The term “Excise Tax” means the excise tax imposed under section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

(b)    Payments under this Agreement shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to the Executive. Where more than one payment has the same value for this purpose and they are payable at different times, they will be reduced on a pro rata basis. Only amounts payable under this Agreement shall be reduced pursuant to this Section.

(c)    All determinations to be made under this Section shall be made by an independent certified public accounting firm selected by the Company and agreed to by the Executive immediately prior to the change-in-ownership or -control transaction (the “Accounting Firm”). The Accounting Firm shall provide its determinations and any supporting calculations both to the Company and the Executive within 10 days of the transaction. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section shall be borne solely by the Company.

14.    Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to the Company, to:

1211 Avenue of the Americas

New York, New York 10036

Attn: Chief Executive Officer

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If to the Executive, to the most recent address on file with the Company or to such other names or addresses as the Company or the Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

15.    Withholding. All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. The Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes due from the Executive with respect to any payment received under this Agreement. The Company will use commercially reasonable efforts to establish a relationship with a broker-dealer to facilitate the sale of Shares acquired on the vesting or exercise of any equity or equity-based compensation granted to the Executive by the Company to enable the Executive to satisfy all applicable withholding taxes due in connection with such vesting or exercise; provided that if the Company does not establish any such relationship, the Executive may satisfy such withholding obligations through an automatic Share withholding procedure pursuant to which the Company will withhold, at the time of such vesting or exercise, a portion of the Shares otherwise deliverable to the Executive upon such vesting or exercise with a fair market value not exceeding the minimum amount required to be withheld by applicable law.

16.    Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

17.    Assignment. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Executive under this Agreement are of a personal nature and shall not be assignable or delegable in whole or in part by the Executive. The Company may assign its rights, together with its obligations hereunder, in connection with any sale, transfer or other disposition of all or substantially all of its business and assets, and such rights and obligations shall inure to, and be binding upon, any successor to the business or any successor to substantially all of the assets of the Company, whether by merger, purchase of stock or assets or otherwise, which successor shall expressly assume such obligations, and the Executive acknowledges that in such event the obligations of the Executive hereunder, including but not limited to those under Section 8, will continue to apply in favor of the successor.

18.    Company Policies. This Agreement and the compensation payable hereunder shall be subject to any applicable share trading policies, and other policies that may be implemented by the Board from time to time with respect to officers or executives of the Company that do not conflict with this Agreement.

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19.    Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto and supersedes any and all prior agreements and understandings concerning the Executive’s employment by the Company and its subsidiaries, including the Manager Entities, other than (a) any severance rights agreement entered into or that may be entered into between the Executive and the Company, (b) all employee retention and severance policies applicable for all employees of Company, (c) RSU award agreements with respect to the 2020 Bonus RSUs and Internalization RSUs, and (d) any separate indemnification agreement entered into between the Company and the Executive and any indemnification obligations set forth in the Company’s bylaws. This Agreement may be changed only by a written document signed by the Executive and the Company.

20.    Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement, which can be given effect without the invalid or unenforceable provision or application, and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

21.    Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive and procedural laws of New York without regard to rules governing conflicts of law.

22.    Counterparts. This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which shall be an original, but all of which together shall constitute one instrument.

(Signature Page Follows)

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

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EXHIBIT A

2020 Bonus RSUs

Vesting Date:

Accelerated vesting if (1) Company terminates Executive’s employment during the Term other than for Cause, (2) Executive’s employment ends during the Term as a result of death or disability, or (3) Executive resigns for Good Reason during the Term. Accelerated vesting is subject to Executive signing and not revoking a Release.

Internalization RSUs

Vesting Date:

Accelerated vesting if (1) Company terminates Executive’s employment during the Term other than for Cause, (2) Executive’s employment ends during the Term as a result of death or disability, or (3) Executive resigns for Good Reason during the Term. Accelerated vesting is subject to Executive signing and not revoking a Release.

“Cause” and “Good Reason” for purposes of this Exhibit A shall each have the meanings set forth in the Severance Rights Agreement dated the date hereof between the parties hereto.

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Exhibit 10.3

SEVERANCE RIGHTS AGREEMENT

This Severance Rights Agreement (“Agreement”) is made this 12th day of February, 2020 and is by and between Annaly Capital Management, Inc. (“Company”) and David L. Finkelstein (“Executive”).

WHEREAS, on February 12, 2020, the Company entered into an Internalization Agreement (the “Internalization Agreement”) by and among (i) the Company, (ii) AMCO Acquisition LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Company, (iii) AMCO Holding Management Company LLC, a Delaware limited liability company (“HoldCo”), (iv) the members of HoldCo (the “HoldCo Members”), (v) AMCO OpCo Holding Company LLC, a Delaware limited liability company (“OpCo Holdings”), (vi) AMCO LP Holding Company LP, a Delaware limited partnership (“ALP”), (vii) AMCO Manager Holdings LLC, a Delaware limited liability company (“AMH”), and (viii) Annaly Management Company LLC, a Delaware limited liability company (“Manager” and, together with OpCo Holdings, ALP and AMH, the “Manager Entities”);

WHEREAS, Executive is an employee of one of Manager Entities; and

WHEREAS, pursuant to the Internalization Agreement, Company will internalize its management and directly or indirectly become Executive’s employer.

NOW THEREFORE, in consideration of the promises and mutual agreements herein set forth, intending to be legally bound, the parties hereby agree as follows:

1.    Term. The term of this Agreement shall commence on the date the transactions provided for in the Internalization Agreement are consummated and expire on the earliest of (a) March 15, 2021; (b) the date on which Company pays Executive a 2020 annual cash bonus; or (c) the termination of Executive’s employment (the “Term”).

2.    Obligations Upon Termination. Other than as specifically set forth or provided in this Agreement and in the employee retention and severance policy applicable to all employees of Company (the “Employee Retention and Severance Policy”), Executive shall not be entitled to any compensation or benefits on or after termination of employment.

(a)    Termination by Company for Cause or Disability; Termination by Executive for any reason other than Good Reason. If Company terminates Executive’s employment for Cause or because of Disability, or Executive terminates employment for any reason other than Good Reason, in each case during the Term, Company shall pay to Executive the Accrued Benefits and no other amount, except that nothing in this Section 2(a) is intended to preclude Executive from receiving a right to accelerated vesting as expressly provided in another Agreement with Executive, or from receiving severance benefits to which Executive is expressly entitled under the terms of the Employee Retention and Severance Policy.

(b)    Termination by Company without Cause or Termination by Executive for Good Reason. If (1) Company terminates Executive’s employment during the Term other than for Cause, or (2) Executive resigns for Good Reason during the Term, then Company shall pay

Executive (A) the Accrued Benefits and (B) all amounts Executive is entitled to pursuant to the Employee Retention and Severance Policy (the “Severance Payment”); provided, however, that in the event the chief executive officer of Company, as of the date of Executive’s termination, was not an employee of a Manager Entity or a director of Company, as of the date of the Internalization Agreement, in lieu of (B), Company shall pay Executive as the Severance Payment the amount set forth on Schedule 1. For the avoidance of doubt, if Executive receives the amount set forth on Schedule 1, Executive shall not be entitled to any amounts under the Employee Retention and Severance Policy. Nothing in this Section 2(b) is intended to preclude Executive from receiving a right to accelerated vesting as expressly provided in another Agreement with Executive.

(c)    Death. If Executive’s employment ends as a result of death during the Term, Company shall pay to Executive’s legal representative or estate, as applicable, the Accrued Benefits and no other amount, except that nothing in this Section 2(c) is intended to preclude Executive from receiving a right to accelerated vesting as expressly provided in another Agreement with Executive, or from receiving severance benefits to which Executive is expressly entitled under the terms of the Employee Retention and Severance Policy.

(d)    Deductions/Withholding. All amounts payable to Executive under this Agreement or otherwise in connection with Executive’s employment shall be reduced by applicable income and employment withholdings or garnishments as determined by Company.

(e)    Timing of Payment of Accrued Benefits. Company shall pay to Executive (or to Executive’s legal representative or estate if termination is because of death) Executive’s Accrued Benefits within 30 days after termination (in the case of earned but unpaid base salary) or in accordance with the terms of Company’s benefit plan or expense reimbursement policy, as applicable.

(f)    Requirement of General Release; Timing of Payment of the Severance Payment. As a condition to receiving the Severance Payment, Executive (or Executive’s legal representative or estate, in the case of death) must execute and deliver a general release of claims in a form acceptable to Company (the “Release”) and the Release must become effective and irrevocable no later than the 60^th day after the termination date. The Severance Payment shall be paid in a lump sum within 10 days after the 60^th day after Executive’s termination date, or such shorter period as is required by Section 409A, provided that the Release has become effective and irrevocable as required by the preceding sentence.

(g)    Section 409A Savings Provisions. It is intended that this Agreement and the payments and benefits provided under this Agreement shall comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance issued thereunder (collectively, “Section 409A”). Notwithstanding any other provision of this Agreement, payment provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so

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qualify, are intended to qualify for the severance pay exceptions to Section 409A, to the maximum extent possible. Whenever any payment is to be made within a specified period of time under this Agreement, the exact timing of payment within such period shall be determined in the sole discretion of Company. Notwithstanding any provision of this Agreement, Company makes no representations that the payments and benefits provided under this Agreement comply with, or are exempt from, the requirements of Section 409A, and in no event shall Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

(i)    Separation from Service. Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments or benefits hereunder that are classified as nonqualified deferred compensation only upon a “separation from service” within the meaning of Section 409A.

(ii)    Specified Employee Provisions. Notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s separation from service from Company (a) Executive is a “specified employee” (within the meaning of Section 409A and using the identification methodology selected by Company from time to time), and (b) Company makes a good faith determination that an amount payable on account of such separation from service to Executive constitutes nonqualified deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A (the “Delay Period”), then Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first payroll period after such Delay Period (or the first payroll period following Executive’s death, if earlier), without interest thereon.

(iii)    Expense Reimbursements. To the extent required by Section 409A, any amount that Executive is entitled to be reimbursed in connection with Executive’s employment will be reimbursed to Executive as promptly as practical as and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred. Any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year will not affect the amount of expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year.

(h)    No Further Obligations. Except as set forth in this Agreement, Company shall have no further obligation to Executive under this Agreement upon the termination of Executive’s employment.

3.    Definitions.

(a)    “Accrued Benefits” means (i) Executive’s base salary earned through the termination date that has not been paid as of the termination date; (ii) any amounts or benefits owing to Executive or to Executive’s beneficiaries under the then applicable benefit plans of Company; and (iii) any amounts owing to Executive for reimbursement of expenses properly incurred by Executive prior to the termination date and which are reimbursable in accordance with Company policy.

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(b)    “Cause” means any one or more of the following: (i) a majority of Company’s Board of Directors (the “Board”) reasonably and in good faith determines Executive has committed any breach of fiduciary duty; (ii) a majority of the Board reasonably and in good faith determines Executive has engaged in willful misconduct or gross negligence in connection with Executive’s employment, which is materially and demonstrably injurious to Company; (iii) Executive is convicted of, or pleads guilty or nolo contendere to, any felony or crime of moral turpitude, including fraud, embezzlement or misappropriation of funds; or (iv) a majority of the Board reasonably and in good faith determines Executive has willfully engaged in conduct that materially violates Company’s written policies, as may be amended from time to time, or is materially and demonstrably detrimental to the reputation, character or standing of Company, or otherwise is materially and demonstrably injurious to Company or its affiliates, monetarily or otherwise.

It shall be a condition precedent to the Company’s right to terminate Executive’s service for Cause that, if such breach is susceptible to cure or remedy as determined in the Board’s reasonable discretion, Executive shall be given a period of 30 days from the date of written notice of termination for Cause (describing the events which constitute Cause) to cure or remedy the grounds giving rise to Cause and answer such circumstances for termination in person at a meeting with Company’s representative or in writing, in Executive’s discretion. For the avoidance of doubt, in the case of clause (iii) above, Executive’s service may be terminated immediately without any advance written notice.

(c)    “Disability” means a physical or mental illness or disability that prevents Executive from substantially performing the duties and responsibilities of Executive’s employment for a period of more than three consecutive months or for periods aggregating more than sixteen (16) weeks in any year. Executive agrees, that in the event of any dispute under this subparagraph (c) as to whether a Disability exists and if requested by Company, to submit to a physical examination by a licensed physician selected by mutual agreement between Company and Executive, the cost of such examination to be paid by Company. The written medical opinion of such physician shall be conclusive and binding upon the parties as to whether a Disability exists and the date when such Disability arose. This subparagraph (c) shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities Act (to the extent that it is applicable) and any applicable state or local laws.

(d)    “Good Reason” means the occurrence of one or more of the following without Executive’s consent, other than on account of Executive’s Disability:

(i)    A material diminution by Company of Executive’s duties, responsibilities, committee memberships on which the Executive serves, or the supervisor to whom the Executive is required to report;

(ii)    A material change in the geographic location at which Executive must perform services under this Agreement (which, for purposes of this Agreement, means

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relocation of the offices of Company at which Executive is principally employed to a location that increases Executive’s commute to work by more than 50 miles);

(iii)    A material diminution in Executive’s base salary; or

(iv)    Any action or inaction that constitutes a material breach by Company of this Agreement.

Executive must provide written notice of termination for Good Reason to Company within 30 days after the initial occurrence of the event constituting Good Reason. Company shall have a period of 30 days from the date of Executive’s written notice in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in Executive’s notice of termination. If Company does not correct the act or failure to act, Executive’s employment will terminate for Good Reason on the first business day following Company’s 30-day cure period. A resignation for Good Reason shall not fail to be treated as a termination during the Term if the event constituting Good Reason occurs during the Term but Executive’s notice of termination is given and the 30-day cure period ends after the last day of the Term.

4.    Dispute Resolution. Company and Executive agree that any dispute arising as to the parties’ rights and obligations hereunder shall be resolved by confidential binding arbitration in accordance with the rules of the Judicial Arbitration & Mediation Services, Inc. (JAMS). Such arbitration will take place in the City of New York. The arbitrator shall be empowered to decide the arbitrability of all disputes, and shall apply the substantive federal, state, or local law and statute of limitations governing any dispute submitted to arbitration and any arbitration demand must be filed within the applicable limitations period for the claim or claims asserted. In ruling on any dispute submitted to arbitration, the arbitrator shall have the authority to award only such remedies or forms of relief as are provided for under the substantive law governing such dispute. The arbitrator shall issue a written decision that shall include the essential findings and conclusions on which the decision is based (a standard award). Each party consents to the jurisdiction of the state of New York for injunctive, specific enforcement or other relief in aid of the arbitration proceedings or to enforce judgment of the award in such arbitration proceeding, but not otherwise. The award entered by the arbitrator shall be final and binding on all parties to arbitration, and may be entered in any court of competent jurisdiction. The parties shall equally bear all fees and costs unique to the arbitration forum (e.g., filing fees, transcript costs and arbitrator’s fees), except as provided otherwise in statutory claims. The parties shall be responsible for their own attorneys’ fees and costs, except as provided otherwise in statutory claims.

5.    Successors and Assigns. This Agreement is personal in its nature and Executive cannot assign it without Company’s written consent. Company may assign this Agreement to any successor in interest and any of its consolidated subsidiaries.

6.    Notices. Any notice required or permitted to be given to Executive pursuant to this Agreement shall be sufficiently given if sent to Executive by registered or certified mail addressed to Executive at Executive’s home address as reflected in Company’s records at the time of such notice, or at such other address as Executive shall designate by written notice to

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Company, and any notice required or permitted to be given to Company pursuant to this Agreement shall be sufficiently given if sent to Company by registered or certified mail addressed to it at 1211 Avenue of the Americas, 41^st Floor, New York, NY 10036 Attention: Chief Legal Officer, or at such other address as it shall designate by notice to Executive.

7.    No Waiver. Company’s or Executive’s failure at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall not be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

8.    Severability. If any provision of this Agreement is adjudged to be invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or unenforceability of any other provision of this Agreement, and the provision shall be reformed to the fullest extent possible or if reformation of such provision is deemed impossible such provision shall be severed from this Agreement, but the remainder of this Agreement shall remain in full force and effect.

9.    Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto and supersedes any and all prior agreements and understandings concerning the subject matter hereof, other than (a) any employment agreement entered into between Executive and Company, (b) the Employee Retention and Severance Policy, (c) any Restricted Stock Unit award agreements between Executive and Company, and (d) any separate Indemnification Agreement entered into between Company and Executive and any indemnification obligations set forth in Company’s bylaws. This Agreement may be changed only by a written document signed by Executive and Company.

10.    Amendment. This Agreement may only be amended in writing by an agreement executed by both parties hereto.

11.    Applicable Law. This Agreement is entered into under, and shall be governed for all purposes, by the laws of the state of New York, without regard to its conflicts of law principles.

12.    Jurisdiction and Venue. The parties agree that any dispute between the parties that is determined to be not subject to arbitration pursuant to Section 4 shall be subject to exclusive jurisdiction and venue in the courts of the City of New York.

13.    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one in the same agreement.

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In witness whereof, the parties hereto have executed this Agreement as of the day and year above written.

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SCHEDULE 1

$10,250,000 plus any unpaid portion of the Executive’s 2020 salary, which 2020 salary on an annual basis is $750,000.

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Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Annaly Capital Management, Inc. (the “Company”) and Timothy P. Coffey (the “Executive”) as of February 12, 2020.

WHEREAS, the Company desires to employ the Executive and the Executive desires to accept such employment with the Company.

WHEREAS, the Company has entered into an internalization agreement, dated as of the date hereof, by and among (i) the Company, (ii) AMCO Acquisition LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company, (iii) AMCO Holding Management Company LLC, a Delaware limited liability company (“HoldCo”), (iv) the members of HoldCo (the “HoldCo Members”), (v) AMCO OpCo Holding Company LLC, a Delaware limited liability company (“OpCo Holdings”), (vi) AMCO LP Holding Company LP, a Delaware limited partnership (“ALP”), (vii) AMCO Manager Holdings LLC, a Delaware limited liability company (“AMH”), and (viii) Annaly Management Company LLC, a Delaware limited liability company (“Manager” and, together with OpCo Holdings, ALP and AMH, the “Manager Entities”) pursuant to which the Company will become an internally managed company (the “Internalization”).

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Company and the Executive hereby agree as follows:

1.    Employment.

(a)    Term. The term of this Agreement shall begin upon the closing of the Internalization (the “Effective Date”), and shall continue until the date the Company has paid the 2020 Cash Bonus and granted the 2020 Bonus RSU (each as defined in Section 2(b) below), which shall be no later than March 15, 2021 (the “Term End Date”), or until the termination of the Executive’s employment, if earlier. The period commencing on the Effective Date and ending on the date on which the term of this Agreement terminates is referred to herein as the “Term.”

(b)    Duties. During the Term, the Executive shall serve as the Chief Credit Officer of the Company, with duties consistent with those currently performed by the Executive for the Manager Entities, and shall report to the Chief Executive Officer of the Company (the “CEO”). The Executive shall perform all duties and accept all responsibilities incident to such position as may be reasonably and lawfully assigned to the Executive by the CEO. The Executive represents to the Company that the Executive is not subject to or a party to any employment agreement, noncompetition covenant, or other agreement that would be breached by, or prohibit the Executive from, executing this Agreement and performing fully the Executive’s duties and responsibilities hereunder.

(c)    Best Efforts. During the Term, the Executive shall devote the Executive’s best efforts and full time and attention to promote the business and affairs of the Company and its Affiliates, and shall not be engaged in other business activities. The foregoing shall not be construed as preventing the Executive from (1) serving on civic, educational, philanthropic or

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charitable boards or committees, or, with the prior written consent of the CEO, in its sole discretion, on corporate boards, and (2) managing personal investments; so long as such activities are permitted under the Company’s code of conduct and employment policies, do not violate the provisions of Section 8 below, and do not interfere or conflict with the Executive’s obligations to the Company hereunder. The Executive shall provide notice of any activity under Section 1(c)(1) to the Company.

(d)    Principal Place of Employment. The Executive understands and agrees that the Executive’s principal place of employment will be in the Company’s offices located in the New York City metropolitan area and that the Executive will be required to travel for business in the course of performing the Executive’s duties for the Company.

(e)    Resignation of Positions. Effective as of the date of any termination of employment, the Executive shall resign from all Company-related positions, including as an officer and director of the Company and its parents, subsidiaries and Affiliates.

2.    Compensation.

(a)    Base Salary. During the Term, the Company shall pay the Executive a base salary (“Base Salary”), at the annual rate of $750,000, which shall be paid in installments in accordance with the Company’s normal payroll practices. The Executive’s Base Salary shall be reviewed annually by the Board of Directors of the Company (the “Board”) pursuant to the normal performance review policies and may be increased but not decreased from time to time as the Board deems appropriate. The Compensation Committee of the Board (the “Compensation Committee”) may take any actions of the Board pursuant to this Agreement. Notwithstanding anything to the contrary, any amounts payable by the Company under this Agreement may be paid through the Company’s direct or indirect wholly owned subsidiaries, as determined by the Company.

(b)    Incentive Compensation.

(1)    For the 2020 calendar year, the Executive shall receive a minimum annual cash bonus equal to not less than $2,400,000, which shall be paid to the Executive in January 2021 (or such other time as the Company pays its annual 2020 bonuses in 2021, but no later than March 15, 2021) (the “2020 Cash Bonus”). To earn and receive the 2020 Cash Bonus, the Executive must be employed on the date the 2020 Cash Bonus is paid. The 2020 Cash Bonus received may be greater based upon performance and other factors in accordance with the Company’s compensation policies and procedures.

(2)    For the 2020 calendar year, the Executive shall be entitled to receive long-term incentive compensation consisting of an award of restricted stock units (“RSUs”) with a value equal to not less than $600,000 (“2020 Bonus RSUs”), covering a number of shares of common stock of the Company (“Shares”) determined by dividing $600,000 by the Share Price (as defined below) as of the date of grant, rounded to the nearest whole number. The 2020 Bonus RSUs shall be granted under the Company’s then current long term equity incentive plan and the Company’s standard form of RSU agreement, in each case consistent with the text of this Agreement and Exhibit A. The 2020 Bonus RSUs shall be granted at the same time that

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the Company grants its annual equity 2020 awards, which shall be no later than March 15, 2021. To receive the grant of 2020 Bonus RSUs, the Executive must be employed on the date the 2020 Bonus RSUs are granted. The 2020 Bonus RSUs granted may be greater based upon performance and other factors in accordance with the Company’s compensation policies and procedures. The Compensation Committee will make all determinations with respect to the 2020 Bonus RSUs in good faith, in consultation with the CEO, and in compliance with the text of this Agreement Exhibit A. “Share Price” shall mean the closing price per Share at the close of regular hours trading on the New York Stock Exchange on the relevant date.

(3)    At the closing of the Internalization, the Executive shall be entitled to receive long-term incentive compensation consisting of an award of RSUs with a value equal to $1,250,000 (the “Internalization RSUs”), covering a number of Shares determined by dividing $1,250,000 by the Share Price as of the date of grant, rounded to the nearest whole number. The Internalization RSUs shall be granted under the Company’s then current long term equity incentive plan and the Company’s standard form of RSU Agreement, in each case consistent with the text of this Agreement and Exhibit A. The Internalization RSUs shall be granted promptly upon the closing of the Internalization. To receive the grant of Internalization RSUs, the Executive must be employed on the date the Internalization RSUs are granted. The Compensation Committee will make all determinations with respect to the Internalization RSUs in good faith, in consultation with the CEO, and in compliance with the text of this Agreement Exhibit A.

3.    Retirement and Welfare Benefits. During the Term, the Executive shall be eligible to participate in the health, life insurance, long-term disability, retirement and welfare benefit plans and programs available to employees of the Company, pursuant to their respective terms and conditions. Nothing in this Agreement shall preclude the Company or any Affiliate of the Company from terminating or amending any employee benefit plan or program from time to time after the Effective Date.

4.    Vacation. During the Term, the Executive shall be entitled to vacation each year and holiday and sick leave at levels commensurate with those provided to other executives of the Company, in accordance with the Company’s vacation, holiday and other pay-for-time-not-worked policies.

5.    Business Expenses. The Company shall reimburse the Executive for all necessary and reasonable travel (which does not include commuting) and other business expenses incurred by the Executive in the performance of the Executive’s duties hereunder in accordance with such policies and procedures as the Company may adopt generally from time to time for executives.

6.    Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a)    “Affiliate” shall mean any subsidiary of the Company or other entity under common control with the Company.

(b)    “Release” shall mean a separation agreement and general release of any and all claims against the Company, its Affiliates, and all related parties including with respect to all matters arising out of the Executive’s employment by the Company, and the termination thereof. The Release will be in the form provided by the Company.

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7.    Section 409A.

(a)    This Agreement is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and its corresponding regulations, or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by section 409A of the Code, if the Executive is considered a “specified employee” for purposes of section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A of the Code, payment of such amounts shall be delayed as required by section 409A of the Code, and the accumulated amounts shall be paid in a lump-sum payment within 10 days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death.

(b)    All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code. For purposes of section 409A of the Code, each payment hereunder shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive’s designating the calendar year of payment of any amounts of deferred compensation subject to section 409A of the Code, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

(c)    All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred during the period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits not be subject to liquidation or exchange for another benefit.

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8.    Restrictive Covenants.

(a)    Performance Track Record. Notwithstanding any other provisions of this Agreement or other employment arrangement between the Executive and the Company and its subsidiaries, including the Manager Entities, if, prior to the Term End Date, the Executive’s employment with the Company terminates for any reason, then the Executive shall be permitted to use at any time after Executive’s employment by the Manager Entities or the Company the track record of the performance, while employed by the Manager Entities or the Company, of the middle market business of the portfolio and individual assets, including, records and material pertaining to the track record of the performance of the middle market business of the portfolio and individual assets, for marketing or other use. Such marketing or other use will be either confidential in nature or in accordance with applicable securities laws, rules and regulations.

(b)    Proprietary Information. Subject to the provisions of Section 8(a), at all times, the Executive will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Proprietary Information (defined below) of the Company or an Affiliate, except as such disclosure, use or publication may be required in connection with the Executive’s work for the Company or as described in Section 8(a) above or Section 8(d) below, or unless the Company expressly authorizes such disclosure in writing. “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge, data or information of the Company and its Affiliates and shareholders, including but not limited to information relating to financial matters, investments, budgets, business plans, marketing plans, personnel matters, business contacts, products, processes, know-how, designs, methods, improvements, discoveries, inventions, ideas, data, programs, and other works of authorship.

(c)    Reports to Government Entities. Nothing in this Agreement shall prohibit or restrict the Executive from initiating communications directly with, responding to any inquiry from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General or any other federal, state or local regulatory authority (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Executive does not need the prior authorization of the Company to engage in conduct protected by this subsection, and the Executive does not need to notify the Company that the Executive has engaged in such conduct. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose trade secrets to their attorneys, courts, or government officials in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.

(d)    Inventions Assignment. The Executive agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, reports, and all similar or related information which relates to the Company’s or its Affiliates’ actual or anticipated business,

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research and development or existing or future products or services and which are conceived, developed or made by the Executive while employed by the Company (“Work Product”) belong to the Company. The Executive will promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after the Term) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). If requested by the Company, the Executive agrees to execute any inventions assignment and confidentiality agreement that is required to be signed by Company employees generally.

(e)    Return of Company Property. Upon termination of the Executive’s employment with the Company for any reason, and at any earlier time the Company requests, the Executive will deliver to the person designated by the Company all originals and copies of all documents and property of the Company or an Affiliate that is in the Executive’s possession or under the Executive’s control or to which the Executive may have access. The Executive will not reproduce or appropriate for the Executive’s own use, or for the use of others, any property, Proprietary Information or Work Product.

(f)    Future Cooperation. The Executive agrees that upon the Company’s reasonable request following the Executive’s termination of employment and provided such cooperation is not adverse to the Executive’s legal interests, the Executive shall use reasonable efforts to assist and cooperate with the Company in connection with the transition of the Executive’s responsibilities, with the defense or prosecution of any claim with respect to which the Executive may have knowledge that is made against or by the Company or its Affiliates (other than by or against the Executive), or in connection with any ongoing or future investigation by, or any proceeding before, any arbitral, administrative, regulatory, self-regulatory, judicial, legislative, or other body or agency involving the Company or any Affiliate. The Company shall pay reasonable out-of-pocket expenses (including travel expenses) incurred in connection with providing such assistance. The Company and the Executive agree that, following the Executive’s termination of employment, the Executive’s cooperation pursuant to this Section 8(f) shall be at mutually agreed upon times in light of the Executive’s other professional responsibilities and pursuant to a reasonable schedule.

9.    Legal and Equitable Remedies.

(a)    Because the Executive’s services are personal and unique and the Executive has had and will continue to have access to and has become and will continue to become acquainted with the Proprietary Information of the Company and its Affiliates, and because any breach by the Executive of any of the restrictive covenants contained in Section 8 would result in irreparable injury and damage for which money damages would not provide an adequate remedy, the Company shall have the right to enforce Section 8 and any of its provisions by injunction, specific performance or other equitable relief, without prejudice to any other rights and remedies that the Company may have for a breach, or threatened breach, of the restrictive covenants set forth in Section 8.

(b)    The Executive irrevocably and unconditionally agrees that any dispute arising as to the parties’ rights and obligations hereunder shall be resolved by confidential binding arbitration in accordance with the rules of the Judicial Arbitration & Mediation Services, Inc.

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(JAMS). Such arbitration will take place in the City of New York. The arbitrator shall be empowered to decide the arbitrability of all disputes, and shall apply the substantive federal, state, or local law and statute of limitations governing any dispute submitted to arbitration and any arbitration demand must be filed within the applicable limitations period for the claim or claims asserted. In ruling on any dispute submitted to arbitration, the arbitrator shall have the authority to award only such remedies or forms of relief as are provided for under the substantive law governing such dispute. The arbitrator shall issue a written decision that shall include the essential findings and conclusions on which the decision is based (a standard award). Each party consents to the jurisdiction of the state of New York for injunctive, specific enforcement or other relief in aid of the arbitration proceedings or to enforce judgment of the award in such arbitration proceeding, but not otherwise. The award entered by the arbitrator shall be final and binding on all parties to arbitration, and may be entered in any court of competent jurisdiction. The parties shall equally bear all fees and costs unique to the arbitration forum (e.g., filing fees, transcript costs and arbitrator’s fees), except as provided otherwise in statutory claims. The parties shall be responsible for their own attorneys’ fees and costs, except as provided otherwise in statutory claims. The parties agree that any dispute between the parties that is determined to be not subject to arbitration shall be subject to exclusive jurisdiction and venue in the courts of the City of New York.

10.    Acknowledgement of Satisfaction of All Pre-Employment Conditions.

(a)    Right to Work. For purposes of federal immigration law, the Executive will be required to provide to the Company documentary evidence of the Executive’s identity and eligibility for employment in the United States. Such documentation must be provided to the Company within three days following the Effective Date, or the Company’s employment relationship with the Executive may be terminated and this Agreement will be void.

(b)    Verification of Information. By entering into this Agreement, the Executive warrants that all information provided by the Executive is true and correct to the best of the Executive’s knowledge, and the Executive expressly releases all parties from any and all liability for damages that may result from obtaining, furnishing, collecting or verifying such information, as well as from the use of or disclosure of such information by the Company or its agents.

11.    Survival. The respective rights and obligations of the parties under this Agreement (including, but not limited to, under Sections 8 and 9) shall survive any termination of the Executive’s employment or termination or expiration of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

12.    No Mitigation or Set-Off. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced regardless of whether the Executive obtains other employment. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.

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13.    Section 280G. In the event of a change in ownership or control under section 280G of the Code, if it shall be determined that any payment or distribution in the nature of compensation (within the meaning of section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of section 280G of the Code, the aggregate present value of the Payments under the Agreement shall be reduced (but not below zero) to the Reduced Amount (defined below) if and only if the Accounting Firm (described below) determines that the reduction will provide the Executive with a greater net after-tax benefit than would no reduction. No reduction shall be made unless the reduction would provide the Executive with a greater net after-tax benefit. The determinations under this Section shall be made as follows:

(a)    The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Payments under this Agreement without causing any Payment under this Agreement to be subject to the Excise Tax (defined below), determined in accordance with section 280G(d)(4) of the Code. The term “Excise Tax” means the excise tax imposed under section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

(b)    Payments under this Agreement shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to the Executive. Where more than one payment has the same value for this purpose and they are payable at different times, they will be reduced on a pro rata basis. Only amounts payable under this Agreement shall be reduced pursuant to this Section.

(c)    All determinations to be made under this Section shall be made by an independent certified public accounting firm selected by the Company and agreed to by the Executive immediately prior to the change-in-ownership or -control transaction (the “Accounting Firm”). The Accounting Firm shall provide its determinations and any supporting calculations both to the Company and the Executive within 10 days of the transaction. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section shall be borne solely by the Company.

14.    Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to the Company, to:

1211 Avenue of the Americas

New York, New York 10036

Attn: Chief Executive Officer

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If to the Executive, to the most recent address on file with the Company or to such other names or addresses as the Company or the Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

15.    Withholding. All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. The Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes due from the Executive with respect to any payment received under this Agreement. The Company will use commercially reasonable efforts to establish a relationship with a broker-dealer to facilitate the sale of Shares acquired on the vesting or exercise of any equity or equity-based compensation granted to the Executive by the Company to enable the Executive to satisfy all applicable withholding taxes due in connection with such vesting or exercise; provided that if the Company does not establish any such relationship, the Executive may satisfy such withholding obligations through an automatic Share withholding procedure pursuant to which the Company will withhold, at the time of such vesting or exercise, a portion of the Shares otherwise deliverable to the Executive upon such vesting or exercise with a fair market value not exceeding the minimum amount required to be withheld by applicable law.

16.    Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

17.    Assignment. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Executive under this Agreement are of a personal nature and shall not be assignable or delegable in whole or in part by the Executive. The Company may assign its rights, together with its obligations hereunder, in connection with any sale, transfer or other disposition of all or substantially all of its business and assets, and such rights and obligations shall inure to, and be binding upon, any successor to the business or any successor to substantially all of the assets of the Company, whether by merger, purchase of stock or assets or otherwise, which successor shall expressly assume such obligations, and the Executive acknowledges that in such event the obligations of the Executive hereunder, including but not limited to those under Section 8, will continue to apply in favor of the successor.

18.    Company Policies. This Agreement and the compensation payable hereunder shall be subject to any applicable share trading policies, and other policies that may be implemented by the Board from time to time with respect to officers or executives of the Company that do not conflict with this Agreement.

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19.    Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto and supersedes any and all prior agreements and understandings concerning the Executive’s employment by the Company and its subsidiaries, including the Manager Entities, other than (a) any severance rights agreement entered into or that may be entered into between the Executive and the Company, (b) all employee retention and severance policies applicable for all employees of Company, (c) RSU award agreements with respect to the 2020 Bonus RSUs and Internalization RSUs, and (d) any separate indemnification agreement entered into between the Company and the Executive and any indemnification obligations set forth in the Company’s bylaws. This Agreement may be changed only by a written document signed by the Executive and the Company.

20.    Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement, which can be given effect without the invalid or unenforceable provision or application, and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

21.    Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive and procedural laws of New York without regard to rules governing conflicts of law.

22.    Counterparts. This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which shall be an original, but all of which together shall constitute one instrument.

(Signature Page Follows)

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

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EXHIBIT A

2020 Bonus RSUs

Vesting Date:

Accelerated vesting if (1) Company terminates Executive’s employment during the Term other than for Cause, (2) Executive’s employment ends during the Term as a result of death or disability, or (3) Executive resigns for Good Reason during the Term. Accelerated vesting is subject to Executive signing and not revoking a Release.

Internalization RSUs

Vesting Date:

Accelerated vesting if (1) Company terminates Executive’s employment during the Term other than for Cause, (2) Executive’s employment ends during the Term as a result of death or disability, or (3) Executive resigns for Good Reason during the Term. Accelerated vesting is subject to Executive signing and not revoking a Release.

“Cause” and “Good Reason” for purposes of this Exhibit A shall each have the meanings set forth in the Severance Rights Agreement dated the date hereof between the parties hereto.

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Exhibit 10.5

SEVERANCE RIGHTS AGREEMENT

This Severance Rights Agreement (“Agreement”) is made this 12th day of February, 2020 and is by and between Annaly Capital Management, Inc. (“Company”) and Timothy P. Coffey (“Executive”).

WHEREAS, on February 12, 2020, the Company entered into an Internalization Agreement (the “Internalization Agreement”) by and among (i) the Company, (ii) AMCO Acquisition LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Company, (iii) AMCO Holding Management Company LLC, a Delaware limited liability company (“HoldCo”), (iv) the members of HoldCo (the “HoldCo Members”), (v) AMCO OpCo Holding Company LLC, a Delaware limited liability company (“OpCo Holdings”), (vi) AMCO LP Holding Company LP, a Delaware limited partnership (“ALP”), (vii) AMCO Manager Holdings LLC, a Delaware limited liability company (“AMH”), and (viii) Annaly Management Company LLC, a Delaware limited liability company (“Manager” and, together with OpCo Holdings, ALP and AMH, the “Manager Entities”);

WHEREAS, Executive is an employee of one of Manager Entities; and

WHEREAS, pursuant to the Internalization Agreement, Company will internalize its management and directly or indirectly become Executive’s employer.

NOW THEREFORE, in consideration of the promises and mutual agreements herein set forth, intending to be legally bound, the parties hereby agree as follows:

1.    Term. The term of this Agreement shall commence on the date the transactions provided for in the Internalization Agreement are consummated and expire on the earliest of (a) March 15, 2021; (b) the date on which Company pays Executive a 2020 annual cash bonus; or (c) the termination of Executive’s employment (the “Term”).

2.    Obligations Upon Termination. Other than as specifically set forth or provided in this Agreement and in the employee retention and severance policy applicable to all employees of Company (the “Employee Retention and Severance Policy”), Executive shall not be entitled to any compensation or benefits on or after termination of employment.

(a)    Termination by Company for Cause or Disability; Termination by Executive for any reason other than Good Reason. If Company terminates Executive’s employment for Cause or because of Disability, or Executive terminates employment for any reason other than Good Reason, in each case during the Term, Company shall pay to Executive the Accrued Benefits and no other amount, except that nothing in this Section 2(a) is intended to preclude Executive from receiving a right to accelerated vesting as expressly provided in another Agreement with Executive, or from receiving severance benefits to which Executive is expressly entitled under the terms of the Employee Retention and Severance Policy.

(b)    Termination by Company without Cause or Termination by Executive for Good Reason. If (1) Company terminates Executive’s employment during the Term other than for Cause, or (2) Executive resigns for Good Reason during the Term, then Company shall pay

Executive (A) the Accrued Benefits and (B) all amounts Executive is entitled to pursuant to the Employee Retention and Severance Policy (the “Severance Payment”); provided, however, that in the event the chief executive officer of Company, as of the date of Executive’s termination, was not an employee of a Manager Entity or a director of Company, as of the date of the Internalization Agreement, in lieu of (B), Company shall pay Executive as the Severance Payment the amount set forth on Schedule 1. For the avoidance of doubt, if Executive receives the amount set forth on Schedule 1, Executive shall not be entitled to any amounts under the Employee Retention and Severance Policy. Nothing in this Section 2(b) is intended to preclude Executive from receiving a right to accelerated vesting as expressly provided in another Agreement with Executive.

(c)    Death. If Executive’s employment ends as a result of death during the Term, Company shall pay to Executive’s legal representative or estate, as applicable, the Accrued Benefits and no other amount, except that nothing in this Section 2(c) is intended to preclude Executive from receiving a right to accelerated vesting as expressly provided in another Agreement with Executive, or from receiving severance benefits to which Executive is expressly entitled under the terms of the Employee Retention and Severance Policy.

(d)    Deductions/Withholding. All amounts payable to Executive under this Agreement or otherwise in connection with Executive’s employment shall be reduced by applicable income and employment withholdings or garnishments as determined by Company.

(e)    Timing of Payment of Accrued Benefits. Company shall pay to Executive (or to Executive’s legal representative or estate if termination is because of death) Executive’s Accrued Benefits within 30 days after termination (in the case of earned but unpaid base salary) or in accordance with the terms of Company’s benefit plan or expense reimbursement policy, as applicable.

(f)    Requirement of General Release; Timing of Payment of the Severance Payment. As a condition to receiving the Severance Payment, Executive (or Executive’s legal representative or estate, in the case of death) must execute and deliver a general release of claims in a form acceptable to Company (the “Release”) and the Release must become effective and irrevocable no later than the 60^th day after the termination date. The Severance Payment shall be paid in a lump sum within 10 days after the 60^th day after Executive’s termination date, or such shorter period as is required by Section 409A, provided that the Release has become effective and irrevocable as required by the preceding sentence.

(g)    Section 409A Savings Provisions. It is intended that this Agreement and the payments and benefits provided under this Agreement shall comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance issued thereunder (collectively, “Section 409A”). Notwithstanding any other provision of this Agreement, payment provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so

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qualify, are intended to qualify for the severance pay exceptions to Section 409A, to the maximum extent possible. Whenever any payment is to be made within a specified period of time under this Agreement, the exact timing of payment within such period shall be determined in the sole discretion of Company. Notwithstanding any provision of this Agreement, Company makes no representations that the payments and benefits provided under this Agreement comply with, or are exempt from, the requirements of Section 409A, and in no event shall Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

(i)    Separation from Service. Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments or benefits hereunder that are classified as nonqualified deferred compensation only upon a “separation from service” within the meaning of Section 409A.

(ii)    Specified Employee Provisions. Notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s separation from service from Company (a) Executive is a “specified employee” (within the meaning of Section 409A and using the identification methodology selected by Company from time to time), and (b) Company makes a good faith determination that an amount payable on account of such separation from service to Executive constitutes nonqualified deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A (the “Delay Period”), then Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first payroll period after such Delay Period (or the first payroll period following Executive’s death, if earlier), without interest thereon.

(iii)    Expense Reimbursements. To the extent required by Section 409A, any amount that Executive is entitled to be reimbursed in connection with Executive’s employment will be reimbursed to Executive as promptly as practical as and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred. Any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year will not affect the amount of expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year.

(h)    No Further Obligations. Except as set forth in this Agreement, Company shall have no further obligation to Executive under this Agreement upon the termination of Executive’s employment.

3.    Definitions.

(a)    “Accrued Benefits” means (i) Executive’s base salary earned through the termination date that has not been paid as of the termination date; (ii) any amounts or benefits owing to Executive or to Executive’s beneficiaries under the then applicable benefit plans of Company; and (iii) any amounts owing to Executive for reimbursement of expenses properly incurred by Executive prior to the termination date and which are reimbursable in accordance with Company policy.

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(b)    “Cause” means any one or more of the following: (i) a majority of Company’s Board of Directors (the “Board”) reasonably and in good faith determines Executive has committed any breach of fiduciary duty; (ii) a majority of the Board reasonably and in good faith determines Executive has engaged in willful misconduct or gross negligence in connection with Executive’s employment, which is materially and demonstrably injurious to Company; (iii) Executive is convicted of, or pleads guilty or nolo contendere to, any felony or crime of moral turpitude, including fraud, embezzlement or misappropriation of funds; or (iv) a majority of the Board reasonably and in good faith determines Executive has willfully engaged in conduct that materially violates Company’s written policies, as may be amended from time to time, or is materially and demonstrably detrimental to the reputation, character or standing of Company, or otherwise is materially and demonstrably injurious to Company or its affiliates, monetarily or otherwise.

It shall be a condition precedent to the Company’s right to terminate Executive’s service for Cause that, if such breach is susceptible to cure or remedy as determined in the Board’s reasonable discretion, Executive shall be given a period of 30 days from the date of written notice of termination for Cause (describing the events which constitute Cause) to cure or remedy the grounds giving rise to Cause and answer such circumstances for termination in person at a meeting with Company’s representative or in writing, in Executive’s discretion. For the avoidance of doubt, in the case of clause (iii) above, Executive’s service may be terminated immediately without any advance written notice.

(c)    “Disability” means a physical or mental illness or disability that prevents Executive from substantially performing the duties and responsibilities of Executive’s employment for a period of more than three consecutive months or for periods aggregating more than sixteen (16) weeks in any year. Executive agrees, that in the event of any dispute under this subparagraph (c) as to whether a Disability exists and if requested by Company, to submit to a physical examination by a licensed physician selected by mutual agreement between Company and Executive, the cost of such examination to be paid by Company. The written medical opinion of such physician shall be conclusive and binding upon the parties as to whether a Disability exists and the date when such Disability arose. This subparagraph (c) shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities Act (to the extent that it is applicable) and any applicable state or local laws.

(d)    “Good Reason” means the occurrence of one or more of the following without Executive’s consent, other than on account of Executive’s Disability:

(i)    A material diminution by Company of Executive’s duties, responsibilities, committee memberships on which the Executive serves, or the supervisor to whom the Executive is required to report;

(ii)    A material change in the geographic location at which Executive must perform services under this Agreement (which, for purposes of this Agreement, means relocation of the offices of Company at which Executive is principally employed to a location that increases Executive’s commute to work by more than 50 miles);

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(iii)    A material diminution in Executive’s base salary; or

(iv)    Any action or inaction that constitutes a material breach by Company of this Agreement.

Executive must provide written notice of termination for Good Reason to Company within 30 days after the initial occurrence of the event constituting Good Reason. Company shall have a period of 30 days from the date of Executive’s written notice in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in Executive’s notice of termination. If Company does not correct the act or failure to act, Executive’s employment will terminate for Good Reason on the first business day following Company’s 30-day cure period. A resignation for Good Reason shall not fail to be treated as a termination during the Term if the event constituting Good Reason occurs during the Term but Executive’s notice of termination is given and the 30-day cure period ends after the last day of the Term.

4.    Dispute Resolution. Company and Executive agree that any dispute arising as to the parties’ rights and obligations hereunder shall be resolved by confidential binding arbitration in accordance with the rules of the Judicial Arbitration & Mediation Services, Inc. (JAMS). Such arbitration will take place in the City of New York. The arbitrator shall be empowered to decide the arbitrability of all disputes, and shall apply the substantive federal, state, or local law and statute of limitations governing any dispute submitted to arbitration and any arbitration demand must be filed within the applicable limitations period for the claim or claims asserted. In ruling on any dispute submitted to arbitration, the arbitrator shall have the authority to award only such remedies or forms of relief as are provided for under the substantive law governing such dispute. The arbitrator shall issue a written decision that shall include the essential findings and conclusions on which the decision is based (a standard award). Each party consents to the jurisdiction of the state of New York for injunctive, specific enforcement or other relief in aid of the arbitration proceedings or to enforce judgment of the award in such arbitration proceeding, but not otherwise. The award entered by the arbitrator shall be final and binding on all parties to arbitration, and may be entered in any court of competent jurisdiction. The parties shall equally bear all fees and costs unique to the arbitration forum (e.g., filing fees, transcript costs and arbitrator’s fees), except as provided otherwise in statutory claims. The parties shall be responsible for their own attorneys’ fees and costs, except as provided otherwise in statutory claims.

5.    Successors and Assigns. This Agreement is personal in its nature and Executive cannot assign it without Company’s written consent. Company may assign this Agreement to any successor in interest and any of its consolidated subsidiaries.

6.    Notices. Any notice required or permitted to be given to Executive pursuant to this Agreement shall be sufficiently given if sent to Executive by registered or certified mail addressed to Executive at Executive’s home address as reflected in Company’s records at the time of such notice, or at such other address as Executive shall designate by written notice to

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Company, and any notice required or permitted to be given to Company pursuant to this Agreement shall be sufficiently given if sent to Company by registered or certified mail addressed to it at 1211 Avenue of the Americas, 41^st Floor, New York, NY 10036 Attention: Chief Legal Officer, or at such other address as it shall designate by notice to Executive.

7.    No Waiver. Company’s or Executive’s failure at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall not be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

8.    Severability. If any provision of this Agreement is adjudged to be invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or unenforceability of any other provision of this Agreement, and the provision shall be reformed to the fullest extent possible or if reformation of such provision is deemed impossible such provision shall be severed from this Agreement, but the remainder of this Agreement shall remain in full force and effect.

9.    Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto and supersedes any and all prior agreements and understandings concerning the subject matter hereof, other than (a) any employment agreement entered into between Executive and Company, (b) the Employee Retention and Severance Policy, (c) any Restricted Stock Unit award agreements between Executive and Company, and (d) any separate Indemnification Agreement entered into between Company and Executive and any indemnification obligations set forth in Company’s bylaws. This Agreement may be changed only by a written document signed by Executive and Company.

10.    Amendment. This Agreement may only be amended in writing by an agreement executed by both parties hereto.

11.    Applicable Law. This Agreement is entered into under, and shall be governed for all purposes, by the laws of the state of New York, without regard to its conflicts of law principles.

12.    Jurisdiction and Venue. The parties agree that any dispute between the parties that is determined to be not subject to arbitration pursuant to Section 4 shall be subject to exclusive jurisdiction and venue in the courts of the City of New York.

13.    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one in the same agreement.

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In witness whereof, the parties hereto have executed this Agreement as of the day and year above written.

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SCHEDULE 1

$5,050,000 plus any unpaid portion of the Executive’s 2020 salary, which 2020 salary on an annual basis is $750,000.

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Exhibit 10.6

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Annaly Capital Management, Inc. (the “Company”) and Anthony C. Green (the “Executive”) as of February 12, 2020.

WHEREAS, the Company desires to employ the Executive and the Executive desires to accept such employment with the Company.

WHEREAS, the Company has entered into an internalization agreement, dated as of the date hereof, by and among (i) the Company, (ii) AMCO Acquisition LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company, (iii) AMCO Holding Management Company LLC, a Delaware limited liability company (“HoldCo”), (iv) the members of HoldCo (the “HoldCo Members”), (v) AMCO OpCo Holding Company LLC, a Delaware limited liability company (“OpCo Holdings”), (vi) AMCO LP Holding Company LP, a Delaware limited partnership (“ALP”), (vii) AMCO Manager Holdings LLC, a Delaware limited liability company (“AMH”), and (viii) Annaly Management Company LLC, a Delaware limited liability company (“Manager” and, together with OpCo Holdings, ALP and AMH, the “Manager Entities”) pursuant to which the Company will become an internally managed company (the “Internalization”).

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Company and the Executive hereby agree as follows:

(a)    Term. The term of this Agreement shall begin upon the closing of the Internalization (the “Effective Date”), and shall continue until the date the Company has paid the 2020 Cash Bonus and granted the 2020 Bonus RSU (each as defined in Section 2(b) below), which shall be no later than March 15, 2021 (the “Term End Date”), or until the termination of the Executive’s employment, if earlier. The period commencing on the Effective Date and ending on the date on which the term of this Agreement terminates is referred to herein as the “Term.”

(b)    Duties. During the Term, the Executive shall serve as the Chief Corporate Officer and Chief Legal Officer of the Company, with duties consistent with those currently performed by the Executive for the Manager Entities, and shall report to the Chief Executive Officer of the Company (the “CEO”). The Executive shall perform all duties and accept all responsibilities incident to such position as may be reasonably and lawfully assigned to the Executive by the CEO. The Executive represents to the Company that the Executive is not subject to or a party to any employment agreement, noncompetition covenant, or other agreement that would be breached by, or prohibit the Executive from, executing this Agreement and performing fully the Executive’s duties and responsibilities hereunder.

(c)    Best Efforts. During the Term, the Executive shall devote the Executive’s best efforts and full time and attention to promote the business and affairs of the Company and its Affiliates, and shall not be engaged in other business activities. The foregoing shall not be construed as preventing the Executive from (1) serving on civic, educational, philanthropic or

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charitable boards or committees, or, with the prior written consent of the CEO, in its sole discretion, on corporate boards, and (2) managing personal investments; so long as such activities are permitted under the Company’s code of conduct and employment policies, do not violate the provisions of Section 8 below, and do not interfere or conflict with the Executive’s obligations to the Company hereunder. The Executive shall provide notice of any activity under Section 1(c)(1) to the Company.

(d)    Principal Place of Employment. The Executive understands and agrees that the Executive’s principal place of employment will be in the Company’s offices located in the New York City metropolitan area and that the Executive will be required to travel for business in the course of performing the Executive’s duties for the Company.

(e)    Resignation of Positions. Effective as of the date of any termination of employment, the Executive shall resign from all Company-related positions, including as an officer and director of the Company and its parents, subsidiaries and Affiliates.

2.    Compensation.

(a)    Base Salary. During the Term, the Company shall pay the Executive a base salary (“Base Salary”), at the annual rate of $750,000, which shall be paid in installments in accordance with the Company’s normal payroll practices. The Executive’s Base Salary shall be reviewed annually by the Board of Directors of the Company (the “Board”) pursuant to the normal performance review policies and may be increased but not decreased from time to time as the Board deems appropriate. The Compensation Committee of the Board (the “Compensation Committee”) may take any actions of the Board pursuant to this Agreement. Notwithstanding anything to the contrary, any amounts payable by the Company under this Agreement may be paid through the Company’s direct or indirect wholly owned subsidiaries, as determined by the Company.

(b)    Incentive Compensation.

(1)    For the 2020 calendar year, the Executive shall receive a minimum annual cash bonus equal to not less than $2,600,000, which shall be paid to the Executive in January 2021 (or such other time as the Company pays its annual 2020 bonuses in 2021, but no later than March 15, 2021) (the “2020 Cash Bonus”). To earn and receive the 2020 Cash Bonus, the Executive must be employed on the date the 2020 Cash Bonus is paid. The 2020 Cash Bonus received may be greater based upon performance and other factors in accordance with the Company’s compensation policies and procedures.

(2)    For the 2020 calendar year, the Executive shall be entitled to receive long-term incentive compensation consisting of an award of restricted stock units (“RSUs”) with a value equal to not less than $650,000 (“2020 Bonus RSUs”), covering a number of shares of common stock of the Company (“Shares”) determined by dividing $650,000 by the Share Price (as defined below) as of the date of grant, rounded to the nearest whole number. The 2020 Bonus RSUs shall be granted under the Company’s then current long term equity incentive plan and the Company’s standard form of RSU agreement, in each case consistent with the text of this Agreement and Exhibit A. The 2020 Bonus RSUs shall be granted at the same time that

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the Company grants its annual equity 2020 awards, which shall be no later than March 15, 2021. To receive the grant of 2020 Bonus RSUs, the Executive must be employed on the date the 2020 Bonus RSUs are granted. The 2020 Bonus RSUs granted may be greater based upon performance and other factors in accordance with the Company’s compensation policies and procedures. The Compensation Committee will make all determinations with respect to the 2020 Bonus RSUs in good faith, in consultation with the CEO, and in compliance with the text of this Agreement Exhibit A. “Share Price” shall mean the closing price per Share at the close of regular hours trading on the New York Stock Exchange on the relevant date.

(3)    At the closing of the Internalization, the Executive shall be entitled to receive long-term incentive compensation consisting of an award of RSUs with a value equal to $500,000 (the “Internalization RSUs”), covering a number of Shares determined by dividing $500,000 by the Share Price as of the date of grant, rounded to the nearest whole number. The Internalization RSUs shall be granted under the Company’s then current long term equity incentive plan and the Company’s standard form of RSU Agreement, in each case consistent with the text of this Agreement and Exhibit A. The Internalization RSUs shall be granted promptly upon the closing of the Internalization. To receive the grant of Internalization RSUs, the Executive must be employed on the date the Internalization RSUs are granted. The Compensation Committee will make all determinations with respect to the Internalization RSUs in good faith, in consultation with the CEO, and in compliance with the text of this Agreement Exhibit A.

3.    Retirement and Welfare Benefits. During the Term, the Executive shall be eligible to participate in the health, life insurance, long-term disability, retirement and welfare benefit plans and programs available to employees of the Company, pursuant to their respective terms and conditions. Nothing in this Agreement shall preclude the Company or any Affiliate of the Company from terminating or amending any employee benefit plan or program from time to time after the Effective Date.

4.    Vacation. During the Term, the Executive shall be entitled to vacation each year and holiday and sick leave at levels commensurate with those provided to other executives of the Company, in accordance with the Company’s vacation, holiday and other pay-for-time-not-worked policies.

5.    Business Expenses. The Company shall reimburse the Executive for all necessary and reasonable travel (which does not include commuting) and other business expenses incurred by the Executive in the performance of the Executive’s duties hereunder in accordance with such policies and procedures as the Company may adopt generally from time to time for executives.

6.    Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a)    “Affiliate” shall mean any subsidiary of the Company or other entity under common control with the Company.

(b)    “Release” shall mean a separation agreement and general release of any and all claims against the Company, its Affiliates, and all related parties including with respect to all matters arising out of the Executive’s employment by the Company, and the termination thereof. The Release will be in the form provided by the Company.

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7.    Section 409A.

(a)    This Agreement is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and its corresponding regulations, or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by section 409A of the Code, if the Executive is considered a “specified employee” for purposes of section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A of the Code, payment of such amounts shall be delayed as required by section 409A of the Code, and the accumulated amounts shall be paid in a lump-sum payment within 10 days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death.

(b)    All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code. For purposes of section 409A of the Code, each payment hereunder shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive’s designating the calendar year of payment of any amounts of deferred compensation subject to section 409A of the Code, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

(c)    All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred during the period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits not be subject to liquidation or exchange for another benefit.

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8.    Restrictive Covenants.

(a)    Proprietary Information. At all times, the Executive will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Proprietary Information (defined below) of the Company or an Affiliate, except as such disclosure, use or publication may be required in connection with the Executive’s work for the Company or as described in Section 8(c) below, or unless the Company expressly authorizes such disclosure in writing. “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge, data or information of the Company and its Affiliates and shareholders, including but not limited to information relating to financial matters, investments, budgets, business plans, marketing plans, personnel matters, business contacts, products, processes, know-how, designs, methods, improvements, discoveries, inventions, ideas, data, programs, and other works of authorship.

(b)    Reports to Government Entities. Nothing in this Agreement shall prohibit or restrict the Executive from initiating communications directly with, responding to any inquiry from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General or any other federal, state or local regulatory authority (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Executive does not need the prior authorization of the Company to engage in conduct protected by this subsection, and the Executive does not need to notify the Company that the Executive has engaged in such conduct. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose trade secrets to their attorneys, courts, or government officials in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.

(c)    Inventions Assignment. The Executive agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, reports, and all similar or related information which relates to the Company’s or its Affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive while employed by the Company (“Work Product”) belong to the Company. The Executive will promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during or after the Term) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). If requested by the Company, the Executive agrees to execute any inventions assignment and confidentiality agreement that is required to be signed by Company employees generally.

(d)    Return of Company Property. Upon termination of the Executive’s employment with the Company for any reason, and at any earlier time the Company requests, the Executive will deliver to the person designated by the Company all originals and copies of all documents

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and property of the Company or an Affiliate that is in the Executive’s possession or under the Executive’s control or to which the Executive may have access. The Executive will not reproduce or appropriate for the Executive’s own use, or for the use of others, any property, Proprietary Information or Work Product.

(e)    Future Cooperation. The Executive agrees that upon the Company’s reasonable request following the Executive’s termination of employment and provided such cooperation is not adverse to the Executive’s legal interests, the Executive shall use reasonable efforts to assist and cooperate with the Company in connection with the transition of the Executive’s responsibilities, with the defense or prosecution of any claim with respect to which the Executive may have knowledge that is made against or by the Company or its Affiliates (other than by or against the Executive), or in connection with any ongoing or future investigation by, or any proceeding before, any arbitral, administrative, regulatory, self-regulatory, judicial, legislative, or other body or agency involving the Company or any Affiliate. The Company shall pay reasonable out-of-pocket expenses (including travel expenses) incurred in connection with providing such assistance. The Company and the Executive agree that, following the Executive’s termination of employment, the Executive’s cooperation pursuant to this Section 8(e) shall be at mutually agreed upon times in light of the Executive’s other professional responsibilities and pursuant to a reasonable schedule.

9.    Legal and Equitable Remedies.

(a)    Because the Executive’s services are personal and unique and the Executive has had and will continue to have access to and has become and will continue to become acquainted with the Proprietary Information of the Company and its Affiliates, and because any breach by the Executive of any of the restrictive covenants contained in Section 8 would result in irreparable injury and damage for which money damages would not provide an adequate remedy, the Company shall have the right to enforce Section 8 and any of its provisions by injunction, specific performance or other equitable relief, without prejudice to any other rights and remedies that the Company may have for a breach, or threatened breach, of the restrictive covenants set forth in Section 8.

(b)    The Executive irrevocably and unconditionally agrees that any dispute arising as to the parties’ rights and obligations hereunder shall be resolved by confidential binding arbitration in accordance with the rules of the Judicial Arbitration & Mediation Services, Inc. (JAMS). Such arbitration will take place in the City of New York. The arbitrator shall be empowered to decide the arbitrability of all disputes, and shall apply the substantive federal, state, or local law and statute of limitations governing any dispute submitted to arbitration and any arbitration demand must be filed within the applicable limitations period for the claim or claims asserted. In ruling on any dispute submitted to arbitration, the arbitrator shall have the authority to award only such remedies or forms of relief as are provided for under the substantive law governing such dispute. The arbitrator shall issue a written decision that shall include the essential findings and conclusions on which the decision is based (a standard award). Each party consents to the jurisdiction of the state of New York for injunctive, specific enforcement or other relief in aid of the arbitration proceedings or to enforce judgment of the award in such arbitration proceeding, but not otherwise. The award entered by the arbitrator shall be final and binding on all parties to arbitration, and may be entered in any court of competent jurisdiction. The parties

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shall equally bear all fees and costs unique to the arbitration forum (e.g., filing fees, transcript costs and arbitrator’s fees), except as provided otherwise in statutory claims. The parties shall be responsible for their own attorneys’ fees and costs, except as provided otherwise in statutory claims. The parties agree that any dispute between the parties that is determined to be not subject to arbitration shall be subject to exclusive jurisdiction and venue in the courts of the City of New York.

10.    Acknowledgement of Satisfaction of All Pre-Employment Conditions.

(a)    Right to Work. For purposes of federal immigration law, the Executive will be required to provide to the Company documentary evidence of the Executive’s identity and eligibility for employment in the United States. Such documentation must be provided to the Company within three days following the Effective Date, or the Company’s employment relationship with the Executive may be terminated and this Agreement will be void.

(b)    Verification of Information. By entering into this Agreement, the Executive warrants that all information provided by the Executive is true and correct to the best of the Executive’s knowledge, and the Executive expressly releases all parties from any and all liability for damages that may result from obtaining, furnishing, collecting or verifying such information, as well as from the use of or disclosure of such information by the Company or its agents.

11.    Survival. The respective rights and obligations of the parties under this Agreement (including, but not limited to, under Sections 8 and 9) shall survive any termination of the Executive’s employment or termination or expiration of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

12.    No Mitigation or Set-Off. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced regardless of whether the Executive obtains other employment. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.

13.    Section 280G. In the event of a change in ownership or control under section 280G of the Code, if it shall be determined that any payment or distribution in the nature of compensation (within the meaning of section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of section 280G of the Code, the aggregate present value of the Payments under the Agreement shall be reduced (but not below zero) to the Reduced Amount (defined below) if and only if the Accounting Firm (described below) determines that the reduction will provide the Executive with a greater net after-tax benefit than would no reduction. No reduction shall be made unless the reduction would provide the Executive with a greater net after-tax benefit. The determinations under this Section shall be made as follows:

(a)    The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Payments under this Agreement without causing any Payment under this Agreement to be subject to the Excise Tax (defined below), determined in accordance with section 280G(d)(4) of the Code. The term “Excise Tax” means the excise tax imposed under section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

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(b)    Payments under this Agreement shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to the Executive. Where more than one payment has the same value for this purpose and they are payable at different times, they will be reduced on a pro rata basis. Only amounts payable under this Agreement shall be reduced pursuant to this Section.

(c)    All determinations to be made under this Section shall be made by an independent certified public accounting firm selected by the Company and agreed to by the Executive immediately prior to the change-in-ownership or -control transaction (the “Accounting Firm”). The Accounting Firm shall provide its determinations and any supporting calculations both to the Company and the Executive within 10 days of the transaction. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section shall be borne solely by the Company.

14.    Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to the Company, to:

1211 Avenue of the Americas

New York, New York 10036

Attn: Chief Executive Officer

If to the Executive, to the most recent address on file with the Company or to such other names or addresses as the Company or the Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

15.    Withholding. All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. The Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes due from the Executive with respect to any payment received under this Agreement. The Company will use commercially reasonable efforts to establish a relationship with a broker-dealer to facilitate the sale of Shares acquired on the vesting or exercise of any equity or equity-based compensation granted to the Executive by the Company to enable the Executive to satisfy all applicable withholding taxes due in connection with such vesting or exercise; provided that if the Company does not establish any such

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relationship, the Executive may satisfy such withholding obligations through an automatic Share withholding procedure pursuant to which the Company will withhold, at the time of such vesting or exercise, a portion of the Shares otherwise deliverable to the Executive upon such vesting or exercise with a fair market value not exceeding the minimum amount required to be withheld by applicable law.

16.    Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

17.    Assignment. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Executive under this Agreement are of a personal nature and shall not be assignable or delegable in whole or in part by the Executive. The Company may assign its rights, together with its obligations hereunder, in connection with any sale, transfer or other disposition of all or substantially all of its business and assets, and such rights and obligations shall inure to, and be binding upon, any successor to the business or any successor to substantially all of the assets of the Company, whether by merger, purchase of stock or assets or otherwise, which successor shall expressly assume such obligations, and the Executive acknowledges that in such event the obligations of the Executive hereunder, including but not limited to those under Section 8, will continue to apply in favor of the successor.

18.    Company Policies. This Agreement and the compensation payable hereunder shall be subject to any applicable share trading policies, and other policies that may be implemented by the Board from time to time with respect to officers or executives of the Company that do not conflict with this Agreement.

19.    Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto and supersedes any and all prior agreements and understandings concerning the Executive’s employment by the Company and its subsidiaries, including the Manager Entities, other than (a) any severance rights agreement entered into or that may be entered into between the Executive and the Company, (b) all employee retention and severance policies applicable for all employees of Company, (c) RSU award agreements with respect to the 2020 Bonus RSUs and Internalization RSUs, and (d) any separate indemnification agreement entered into between the Company and the Executive and any indemnification obligations set forth in the Company’s bylaws. This Agreement may be changed only by a written document signed by the Executive and the Company.

20.    Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this

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Agreement, which can be given effect without the invalid or unenforceable provision or application, and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

21.    Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive and procedural laws of New York without regard to rules governing conflicts of law.

22.    Counterparts. This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which shall be an original, but all of which together shall constitute one instrument.

(Signature Page Follows)

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

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EXHIBIT A

2020 Bonus RSUs

Vesting Date:

Accelerated vesting if (1) Company terminates Executive’s employment during the Term other than for Cause, (2) Executive’s employment ends during the Term as a result of death or disability, or (3) Executive resigns for Good Reason during the Term. Accelerated vesting is subject to Executive signing and not revoking a Release.

Internalization RSUs

Vesting Date:

Accelerated vesting if (1) Company terminates Executive’s employment during the Term other than for Cause, (2) Executive’s employment ends during the Term as a result of death or disability, or (3) Executive resigns for Good Reason during the Term. Accelerated vesting is subject to Executive signing and not revoking a Release.

“Cause” and “Good Reason” for purposes of this Exhibit A shall each have the meanings set forth in the Severance Rights Agreement dated the date hereof between the parties hereto.

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Exhibit 10.7

SEVERANCE RIGHTS AGREEMENT

This Severance Rights Agreement (“Agreement”) is made this 12th day of February, 2020 and is by and between Annaly Capital Management, Inc. (“Company”) and Anthony C. Green (“Executive”).

WHEREAS, on February 12, 2020, the Company entered into an Internalization Agreement (the “Internalization Agreement”) by and among (i) the Company, (ii) AMCO Acquisition LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Company, (iii) AMCO Holding Management Company LLC, a Delaware limited liability company (“HoldCo”), (iv) the members of HoldCo (the “HoldCo Members”), (v) AMCO OpCo Holding Company LLC, a Delaware limited liability company (“OpCo Holdings”), (vi) AMCO LP Holding Company LP, a Delaware limited partnership (“ALP”), (vii) AMCO Manager Holdings LLC, a Delaware limited liability company (“AMH”), and (viii) Annaly Management Company LLC, a Delaware limited liability company (“Manager” and, together with OpCo Holdings, ALP and AMH, the “Manager Entities”);

WHEREAS, Executive is an employee of one of Manager Entities; and

WHEREAS, pursuant to the Internalization Agreement, Company will internalize its management and directly or indirectly become Executive’s employer.

NOW THEREFORE, in consideration of the promises and mutual agreements herein set forth, intending to be legally bound, the parties hereby agree as follows:

1.    Term. The term of this Agreement shall commence on the date the transactions provided for in the Internalization Agreement are consummated and expire on the earliest of (a) March 15, 2021; (b) the date on which Company pays Executive a 2020 annual cash bonus; or (c) the termination of Executive’s employment (the “Term”).

2.    Obligations Upon Termination. Other than as specifically set forth or provided in this Agreement and in the employee retention and severance policy applicable to all employees of Company (the “Employee Retention and Severance Policy”), Executive shall not be entitled to any compensation or benefits on or after termination of employment.

(a)    Termination by Company for Cause or Disability; Termination by Executive for any reason other than Good Reason. If Company terminates Executive’s employment for Cause or because of Disability, or Executive terminates employment for any reason other than Good Reason, in each case during the Term, Company shall pay to Executive the Accrued Benefits and no other amount, except that nothing in this Section 2(a) is intended to preclude Executive from receiving a right to accelerated vesting as expressly provided in another Agreement with Executive, or from receiving severance benefits to which Executive is expressly entitled under the terms of the Employee Retention and Severance Policy.

(b)    Termination by Company without Cause or Termination by Executive for Good Reason. If (1) Company terminates Executive’s employment during the Term other than for Cause, or (2) Executive resigns for Good Reason during the Term, then Company shall pay

Executive (A) the Accrued Benefits and (B) all amounts Executive is entitled to pursuant to the Employee Retention and Severance Policy (the “Severance Payment”); provided, however, that in the event the chief executive officer of Company, as of the date of Executive’s termination, was not an employee of a Manager Entity or a director of Company, as of the date of the Internalization Agreement, in lieu of (B), Company shall pay Executive as the Severance Payment the amount set forth on Schedule 1. For the avoidance of doubt, if Executive receives the amount set forth on Schedule 1, Executive shall not be entitled to any amounts under the Employee Retention and Severance Policy. Nothing in this Section 2(b) is intended to preclude Executive from receiving a right to accelerated vesting as expressly provided in another Agreement with Executive.

(c)    Death. If Executive’s employment ends as a result of death during the Term, Company shall pay to Executive’s legal representative or estate, as applicable, the Accrued Benefits and no other amount, except that nothing in this Section 2(c) is intended to preclude Executive from receiving a right to accelerated vesting as expressly provided in another Agreement with Executive, or from receiving severance benefits to which Executive is expressly entitled under the terms of the Employee Retention and Severance Policy.

(d)    Deductions/Withholding. All amounts payable to Executive under this Agreement or otherwise in connection with Executive’s employment shall be reduced by applicable income and employment withholdings or garnishments as determined by Company.

(e)    Timing of Payment of Accrued Benefits. Company shall pay to Executive (or to Executive’s legal representative or estate if termination is because of death) Executive’s Accrued Benefits within 30 days after termination (in the case of earned but unpaid base salary) or in accordance with the terms of Company’s benefit plan or expense reimbursement policy, as applicable.

(f)    Requirement of General Release; Timing of Payment of the Severance Payment. As a condition to receiving the Severance Payment, Executive (or Executive’s legal representative or estate, in the case of death) must execute and deliver a general release of claims in a form acceptable to Company (the “Release”) and the Release must become effective and irrevocable no later than the 60^th day after the termination date. The Severance Payment shall be paid in a lump sum within 10 days after the 60^th day after Executive’s termination date, or such shorter period as is required by Section 409A, provided that the Release has become effective and irrevocable as required by the preceding sentence.

(g)    Section 409A Savings Provisions. It is intended that this Agreement and the payments and benefits provided under this Agreement shall comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance issued thereunder (collectively, “Section 409A”). Notwithstanding any other provision of this Agreement, payment provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Specifically, any taxable benefits or payments provided under this Agreement are intended to be separate payments that qualify for the “short term deferral” exception to Section 409A to the maximum extent possible, and to the extent they do not so

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qualify, are intended to qualify for the severance pay exceptions to Section 409A, to the maximum extent possible. Whenever any payment is to be made within a specified period of time under this Agreement, the exact timing of payment within such period shall be determined in the sole discretion of Company. Notwithstanding any provision of this Agreement, Company makes no representations that the payments and benefits provided under this Agreement comply with, or are exempt from, the requirements of Section 409A, and in no event shall Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

(i)    Separation from Service. Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments or benefits hereunder that are classified as nonqualified deferred compensation only upon a “separation from service” within the meaning of Section 409A.

(ii)    Specified Employee Provisions. Notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s separation from service from Company (a) Executive is a “specified employee” (within the meaning of Section 409A and using the identification methodology selected by Company from time to time), and (b) Company makes a good faith determination that an amount payable on account of such separation from service to Executive constitutes nonqualified deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A (the “Delay Period”), then Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first payroll period after such Delay Period (or the first payroll period following Executive’s death, if earlier), without interest thereon.

(iii)    Expense Reimbursements. To the extent required by Section 409A, any amount that Executive is entitled to be reimbursed in connection with Executive’s employment will be reimbursed to Executive as promptly as practical as and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred. Any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year will not affect the amount of expenses eligible for reimbursement, or in-kind benefits provided, in any other taxable year.

(h)    No Further Obligations. Except as set forth in this Agreement, Company shall have no further obligation to Executive under this Agreement upon the termination of Executive’s employment.

3.    Definitions.

(a)    “Accrued Benefits” means (i) Executive’s base salary earned through the termination date that has not been paid as of the termination date; (ii) any amounts or benefits owing to Executive or to Executive’s beneficiaries under the then applicable benefit plans of Company; and (iii) any amounts owing to Executive for reimbursement of expenses properly incurred by Executive prior to the termination date and which are reimbursable in accordance with Company policy.

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(b)    “Cause” means any one or more of the following: (i) a majority of Company’s Board of Directors (the “Board”) reasonably and in good faith determines Executive has committed any breach of fiduciary duty; (ii) a majority of the Board reasonably and in good faith determines Executive has engaged in willful misconduct or gross negligence in connection with Executive’s employment, which is materially and demonstrably injurious to Company; (iii) Executive is convicted of, or pleads guilty or nolo contendere to, any felony or crime of moral turpitude, including fraud, embezzlement or misappropriation of funds; or (iv) a majority of the Board reasonably and in good faith determines Executive has willfully engaged in conduct that materially violates Company’s written policies, as may be amended from time to time, or is materially and demonstrably detrimental to the reputation, character or standing of Company, or otherwise is materially and demonstrably injurious to Company or its affiliates, monetarily or otherwise.

It shall be a condition precedent to the Company’s right to terminate Executive’s service for Cause that, if such breach is susceptible to cure or remedy as determined in the Board’s reasonable discretion, Executive shall be given a period of 30 days from the date of written notice of termination for Cause (describing the events which constitute Cause) to cure or remedy the grounds giving rise to Cause and answer such circumstances for termination in person at a meeting with Company’s representative or in writing, in Executive’s discretion. For the avoidance of doubt, in the case of clause (iii) above, Executive’s service may be terminated immediately without any advance written notice.

(c)    “Disability” means a physical or mental illness or disability that prevents Executive from substantially performing the duties and responsibilities of Executive’s employment for a period of more than three consecutive months or for periods aggregating more than sixteen (16) weeks in any year. Executive agrees, that in the event of any dispute under this subparagraph (c) as to whether a Disability exists and if requested by Company, to submit to a physical examination by a licensed physician selected by mutual agreement between Company and Executive, the cost of such examination to be paid by Company. The written medical opinion of such physician shall be conclusive and binding upon the parties as to whether a Disability exists and the date when such Disability arose. This subparagraph (c) shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities Act (to the extent that it is applicable) and any applicable state or local laws.

(d)    “Good Reason” means the occurrence of one or more of the following without Executive’s consent, other than on account of Executive’s Disability:

(i)    A material diminution by Company of Executive’s duties, responsibilities, committee memberships on which the Executive serves, or the supervisor to whom the Executive is required to report;

(ii)    A material change in the geographic location at which Executive must perform services under this Agreement (which, for purposes of this Agreement, means relocation of the offices of Company at which Executive is principally employed to a location that increases Executive’s commute to work by more than 50 miles);

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(iii)    A material diminution in Executive’s base salary; or

(iv)    Any action or inaction that constitutes a material breach by Company of this Agreement.

Executive must provide written notice of termination for Good Reason to Company within 30 days after the initial occurrence of the event constituting Good Reason. Company shall have a period of 30 days from the date of Executive’s written notice in which it may correct the act or failure to act that constitutes the grounds for Good Reason as set forth in Executive’s notice of termination. If Company does not correct the act or failure to act, Executive’s employment will terminate for Good Reason on the first business day following Company’s 30-day cure period. A resignation for Good Reason shall not fail to be treated as a termination during the Term if the event constituting Good Reason occurs during the Term but Executive’s notice of termination is given and the 30-day cure period ends after the last day of the Term.

4.    Dispute Resolution. Company and Executive agree that any dispute arising as to the parties’ rights and obligations hereunder shall be resolved by confidential binding arbitration in accordance with the rules of the Judicial Arbitration & Mediation Services, Inc. (JAMS). Such arbitration will take place in the City of New York. The arbitrator shall be empowered to decide the arbitrability of all disputes, and shall apply the substantive federal, state, or local law and statute of limitations governing any dispute submitted to arbitration and any arbitration demand must be filed within the applicable limitations period for the claim or claims asserted. In ruling on any dispute submitted to arbitration, the arbitrator shall have the authority to award only such remedies or forms of relief as are provided for under the substantive law governing such dispute. The arbitrator shall issue a written decision that shall include the essential findings and conclusions on which the decision is based (a standard award). Each party consents to the jurisdiction of the state of New York for injunctive, specific enforcement or other relief in aid of the arbitration proceedings or to enforce judgment of the award in such arbitration proceeding, but not otherwise. The award entered by the arbitrator shall be final and binding on all parties to arbitration, and may be entered in any court of competent jurisdiction. The parties shall equally bear all fees and costs unique to the arbitration forum (e.g., filing fees, transcript costs and arbitrator’s fees), except as provided otherwise in statutory claims. The parties shall be responsible for their own attorneys’ fees and costs, except as provided otherwise in statutory claims.

5.    Successors and Assigns. This Agreement is personal in its nature and Executive cannot assign it without Company’s written consent. Company may assign this Agreement to any successor in interest and any of its consolidated subsidiaries.

6.    Notices. Any notice required or permitted to be given to Executive pursuant to this Agreement shall be sufficiently given if sent to Executive by registered or certified mail addressed to Executive at Executive’s home address as reflected in Company’s records at the time of such notice, or at such other address as Executive shall designate by written notice to

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Company, and any notice required or permitted to be given to Company pursuant to this Agreement shall be sufficiently given if sent to Company by registered or certified mail addressed to it at 1211 Avenue of the Americas, 41^st Floor, New York, NY 10036 Attention: Chief Legal Officer, or at such other address as it shall designate by notice to Executive.

7.    No Waiver. Company’s or Executive’s failure at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall not be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

8.    Severability. If any provision of this Agreement is adjudged to be invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or unenforceability of any other provision of this Agreement, and the provision shall be reformed to the fullest extent possible or if reformation of such provision is deemed impossible such provision shall be severed from this Agreement, but the remainder of this Agreement shall remain in full force and effect.

9.    Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto and supersedes any and all prior agreements and understandings concerning the subject matter hereof, other than (a) any employment agreement entered into between Executive and Company, (b) the Employee Retention and Severance Policy, (c) any Restricted Stock Unit award agreements between Executive and Company, and (d) any separate Indemnification Agreement entered into between Company and Executive and any indemnification obligations set forth in Company’s bylaws. This Agreement may be changed only by a written document signed by Executive and Company.

10.    Amendment. This Agreement may only be amended in writing by an agreement executed by both parties hereto.

11.    Applicable Law. This Agreement is entered into under, and shall be governed for all purposes, by the laws of the state of New York, without regard to its conflicts of law principles.

12.    Jurisdiction and Venue. The parties agree that any dispute between the parties that is determined to be not subject to arbitration pursuant to Section 4 shall be subject to exclusive jurisdiction and venue in the courts of the City of New York.

13.    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one in the same agreement.

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In witness whereof, the parties hereto have executed this Agreement as of the day and year above written.

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SCHEDULE 1

$7,050,000 plus any unpaid portion of the Executive’s 2020 salary, which 2020 salary on an annual basis is $750,000.

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Exhibit 10.8

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of February 12, 2020 is entered into by and between Serena Wolfe (the “Executive”) and Annaly Capital Management, Inc., a Maryland corporation (the “Company”).

1.    Employment.

(a)     The Company hereby employs and engages the Executive as Chief Financial Officer of Annaly Capital Management, Inc. The Executive’s duties as Chief Financial Officer shall be such duties typically required of a Chief Financial Officer, and as shall from time to time be agreed upon by the Executive and the Company. The Executive shall report to the Chief Executive Officer or the Board.

(b)     The term (“Term”) of this Agreement shall commence as of the closing of the Company’s internalization transaction pursuant to which Company becomes an internally managed company and shall continue through December 31, 2021, unless extended by each party hereto. Prior to the Term becoming effective, Executive shall continue to be bound by her August 6, 2019 Employment Agreement with Annaly Management Company LLC.

(c)     The Executive’s services shall be performed in New York, New York or such other location as the Company and Executive shall agree. Except for periods of Disability (as defined below), during the Term, the Executive shall devote substantially all of her business time, attention and energies to the performance of her duties under this Agreement; provided, however, that the Executive shall be allowed, to the extent such activities do not substantially interfere with the performance by the Executive of her duties and responsibilities hereunder (i) to manage the Executive’s personal, financial and legal affairs, and (ii) with prior written consent from the Company, in its sole and absolute discretion, to serve on civic or charitable boards or committees, or on the boards or committees of any other entity, so long as such activities are permitted under the Company’s code of conduct and employment policies and do not violate the terms of this Agreement, including Sections 8 and 9 below, or any other written agreement between the Company and the Executive. Exhibit A attached hereto identifies the boards and committees on which the Executive currently serves. Furthermore, the Executive shall exercise due diligence and care in the performance of her duties to the Company under this Agreement.

2.    Compensation.

(a)     Base Salary.     During the Term, the Company shall pay the Executive, and the Executive agrees to accept from the Company, in payment for her services to the Company, a base salary equal to a per annum amount of $750,000 (“Base Salary”), payable in accordance with the Company’s normal payroll practices. The Base Salary can be increased (but not decreased) at any time by the Company. The Executive’s salary as increased shall be deemed to be the Base Salary for all purposes under this Agreement.

(b)    Incentive Bonuses.

(i)    For the 2020 fiscal year, the Executive shall receive a minimum annual cash bonus equal to $2,750,000, which shall be paid to the Executive in January 2021 (or such other time as the Company pays its annual 2020 bonuses in 2021, but no later than March 15, 2021) (the “2020 Bonus”).

(ii)    For the 2021 fiscal year, the Executive shall receive a minimum annual cash bonus of $3,250,000, which shall be paid to the Executive in January 2022 (or such other time as the Company pays its annual 2021 bonuses in 2022, but no later than March 15, 2022) (the “2021 Bonus,” together with the 2019 and 2020 Bonuses, the “Guaranteed Bonuses”).

(iii)    With respect to fiscal years during the Term commencing with the 2022 fiscal year, the Executive shall be eligible to receive an amount as determined by the Compensation Committee of the Board of Directors of the Company in its sole and absolute discretion for fiscal years following the 2021 fiscal year (“Annual Bonus”). Any Annual Bonus shall be paid after the end of the fiscal year to which it relates, at the same time and under the same terms and conditions as the bonuses for other senior executives of the Company; provided that in no event shall the Executive’s Annual Bonus be paid later than two and a half months after the last day of the fiscal year to which the Annual Bonus relates. The Annual Bonus shall be subject to the terms of the annual bonus plan that is applicable to other senior executives of the Company. Executive acknowledges and agrees that her annual bonuses can be paid by an affiliate of the Company.

3.     Fringe Benefits. During the Term, the Executive shall be entitled to participate in any employee benefit plans or programs adopted from time to time by the Company for the benefit of its senior executive employees, and the Executive shall be entitled to receive such other fringe benefits as may be granted to her from time to time by the Company. Nothing in this Agreement shall preclude the Company from terminating or amending any employee benefit plan or program from time to time after the Effective Date.

(a)     Benefit Plans. The Executive shall be entitled to participate in any benefit plans relating to stock options, stock purchases, awards, pension, thrift, profit sharing, life insurance, medical coverage, education, or other retirement or employee benefits available to other senior executive employees of the Company, subject to any restrictions (including waiting periods) specified in such plans.

(b)     Vacation. The Executive shall be entitled to five weeks of paid vacation per calendar year, in accordance with the Company’s vacation policies.

4.    Expenses.

(a)     Business Expenses. The Company shall reimburse the Executive for any and all necessary, customary and usual expenses, properly receipted in accordance with Company policies, incurred by Executive on behalf of the Company.

(b)     Moving Expenses. The Company shall reimburse the Executive for all usual relocation expenses incurred by the Executive and her household in moving to the

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New York, New York area in accordance with the Company’s relocation expense practices, including, without limitation, (i) all moving expenses (including vehicles), (ii) all realtor, broker, title and other fees and costs associated with the sale of Executive’s current home and purchase or a home in the New York area, (iii) storage costs; (iv) airfare for Executive and family, and (v) rental payments for temporary living quarters for Executive and family in the New York, New York area for a period not to exceed six months. Reimbursement payments shall be grossed up to account for any tax obligations incurred by the Executive as part of this reimbursement obligation. In the event that the Executive resigns without Good Reason (as defined below) or is terminated for Cause (as defined below) prior to December 8, 2021, she shall repay the relocation costs on a pro-rated basis, with 1/24th of the relocation costs being forgiven for each full month of her employment with the Company following December 9, 2019.

5.    Termination of Executive’s Employment.

(a)     Death. In the event of the Executive’s death during her employment, the Company shall pay or provide the Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, any Base Salary or Annual Bonus earned, accrued and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“Accrued Obligations”). If the Executive’s death occurs on or before December 31, 2021, the Company will also pay or provide the Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, the payments set forth in Section 6 below.

(b)     Disability. If, as a result of the Executive’s incapacity due to physical or mental illness (“Disability”), the Executive shall have been absent from the full-time performance of her duties with the Company for six consecutive months, and, within 30 days after written notice is provided to her by the Company, the Executive shall not have returned to the full-time performance of her duties, the Executive’s employment under this Agreement may be terminated by the Company for Disability. With respect to the period which begins when the Executive is first absent from the full-time performance of her duties with the Company due to Disability and ends upon the later of (i) the date she is terminated from employment in accordance with the foregoing sentence, or, (ii) the date she begins receiving long-term disability payments under the Company’s long-term disability plan for senior executives (“Salary Continuation Period”), the Company shall continue to pay the Executive her Base Salary at the rate in effect at the commencement of such period of Disability. Upon the end of the Salary Continuation Period, the Company shall pay or provide the Executive the Accrued Obligations. If the Executive’s termination on account of Disability occurs on or before December 31, 2021, the Company will also pay the Executive the payments set forth in Section 6 below.

(c)     Termination by the Company for Cause. The Company may terminate the Executive’s employment under this Agreement for “Cause,” at any time prior to expiration of the Term of the Agreement, only in the event of (i) the Executive’s failure to substantially perform the duties described in this Agreement, (ii) acts or omissions constituting recklessness or willful misconduct on the part of the Executive in respect of her fiduciary obligations to the Company which is materially and demonstrably injurious to the Company, or (iii) the Executive’s conviction for fraud, misappropriation or embezzlement in connection with

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the assets of the Company or Annaly or its subsidiaries. In the case of clause (i) only, it shall also be a condition precedent to the Company’s right to terminate the Executive’s employment for Cause that (1) the Company shall first have given the Executive written notice stating with specificity the reason for the termination (“breach”) at least 60 days before such determination and the Executive and her counsel are given the opportunity to answer such grounds for termination in person, at a hearing or in writing, in the Executive’s discretion; and (2) if such breach is susceptible to cure or remedy, a period of 60 days from and after the giving of the notice described in (1) shall have elapsed without the Executive having effectively cured or remedied such breach during such 60-day period, unless such breach cannot be cured or remedied within 60 days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional 30 days), provided the Executive has made and continues to make a diligent effort to effect such remedy or cure. In the case of clause (iii) above, the Executive’s employment may be terminated immediately without any advance written notice. Upon a determination that grounds exist for a termination for Cause by the Company and that the breach cannot be cured, or immediately in the case of clause (iii) above, the Executive’s employment shall terminate for Cause and the Company shall only be obligated to pay or provide the Accrued Obligations.

(d)     Termination by the Company other than for Cause or by the Executive for Good Reason. During the Term, the Company may terminate the Executive’s employment without Cause by giving the Executive notice in writing not less 90 days in advance of such termination (or pay in lieu thereof), or the Executive may terminate her employment for Good Reason (the amount of compensation received during the notice period as pay in lieu of work or as paid administrative leave, is referred to as “Notice Pay”).     In such event, the Company shall pay or provide the Executive with: (1) the Accrued Obligations, and (2) if such termination occurs after December 31, 2021 (whether or not during the Term), all amounts allowed pursuant to the Employee Retention and Severance Policy (less any Notice Pay provided), subject to the terms and conditions of the Employee Retention and Severance Policy as it may exist and be amended from time to time. During any notice period provided to the Executive by the Company, the Company may in its sole discretion place the Executive on paid administrative leave. The Executive shall not be entitled to any other compensation or benefits, except as may be separately negotiated by the parties in writing in conjunction with the termination of Executive’s employment. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason on or before December 31, 2021, the Company will also pay the Executive the payments set forth in Section 6 below. For purposes of this Agreement, “Good Reason” shall mean the occurrence of one or more of the following without the Executive’s written consent: (i) a material breach of this Agreement by the Company, or (ii) a materially significant change in the Executive’s duties, authorities or responsibilities, or (iii) the relocation of the Executive’s principal place of employment more than 20 miles from New York, New York, or (iv) the failure of the Company to obtain the assumption in writing of its obligations to perform this Agreement by any successor to all or substantially all of the assets or business of the Company within 15 days upon a merger, consolidation, sale or similar transaction, provided, however, that none of the events specified in (i), (ii), or (iii) shall constitute Good Reason unless the Executive shall have notified the Company in writing describing the events which constitute Good Reason and the Company shall have failed to cure such event within a reasonable period, not to exceed 30 days, after the Company’s actual receipt of such written notice.

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(e)     Termination by the Executive other than for Good Reason. The Executive may at any time during the Term of this Agreement terminate her employment hereunder for any reason or no reason (other than for Good Reason) by giving the Company notice in writing not less 90 days in advance of such termination. The Executive shall have no further obligations to the Company after the effective date of her termination, as set forth in the notice. In the event of a termination by the Executive other than for Good Reason, the Company shall pay or provide the Accrued Obligations.

6.    Compensation upon Termination by the Company other than for Cause, upon Termination by the Executive for Good Reason or upon Termination on account of Death or Disability on or before December 31, 2021. If the Executive’s employment shall be terminated by the Company other than for Cause, by the Executive for Good Reason, or on account of the Executive’s death or Disability, in each case on or before December 31, 2021, or the Company fails to permit Executive to commence employment with it after she has terminated employment with her current employer (other than such failure due to (i) Executive’s commission of an act of dishonesty, fraud, embezzlement or theft, or any felony or crime of moral turpitude or (ii) Executive’s termination of employment with her current employer on account of cause), the Executive (or, in the event of death, Executive’s executor, legal representative, administrator or designated beneficiary, as applicable) shall be entitled to the following:

(a)     The Company will pay the Executive any unpaid Guaranteed Bonuses. Subject to any required delay under Section 12, such Guaranteed Bonuses will be paid at the same times that they would have been paid had the Executive’s employment not terminated. For the avoidance of doubt, if the Executive’s employment is terminated by the Company other than for Cause, by the Executive for Good Reason, or on account of the Executive’s death or Disability, in each case in 2022 before the 2021 Bonus is paid, the Executive will be entitled to payment of the 2021 Bonus.

(b)     The Company will pay the Executive the Base Salary that she would have received through December 31, 2021 had her employment not terminated. Subject to any required delay under Section 12 or Section 6(d) below, such Base Salary will be paid in accordance with the Company’s regular payroll practices, commencing with the first payroll date following the Executive’s termination of employment.

(c)     For the Healthcare Continuation Period (described below), provided that the Executive timely elects continued health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will pay or reimburse the Executive for the COBRA premiums for such continued health coverage for the Executive and, where applicable, her spouse and dependents, at the level in effect as of the date of the Executive’s termination of employment, less the employee portion of the applicable premiums that the Executive would have paid had she remained employed through the Healthcare Continuation Period (the COBRA continuation coverage period shall run concurrently with the Healthcare Continuation Period). The Healthcare Continuation Period shall begin on the date of

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the Executive’s termination of employment and shall end upon the earliest of: (i) December 31, 2021, (ii) the date that the Executive is eligible for group health coverage with a subsequent employer and (iii) the end of the COBRA continuation coverage period. The Executive shall promptly notify the Company if she becomes eligible for group health coverage with a subsequent employer. Notwithstanding the foregoing, the Company reserves the right to restructure the foregoing COBRA premium payments or reimbursements in any manner necessary or appropriate to avoid fines, penalties or negative tax consequences to the Company or the Executive (including, without limitation, to avoid any penalty imposed for violation of the nondiscrimination requirements under the Patient Protection and Affordable Care Act or the guidance issued thereunder), as determined by the Company in its sole and absolute discretion.

(d)     The foregoing payments and benefits in this Section 6 are subject to the Executive (or, in the event of death, Executive’s executor, legal representative, administrator or designated beneficiary, as applicable) signing and not revoking a general release in a form attached hereto as Exhibit B, subject to such legally required changes as the Company may require (the “Release”). Any payments and benefits in this Section 6 that are delayed on account of the Release not yet becoming effective will be paid or provided on the first regular payroll date following the date the Release becomes effective, but not later than 60 days following the Executive’s termination of employment, and any installment payments not paid between the termination date and the date of the first payment will be paid with the first payment, subject to any required delay under Section 12.

7.    Section 280G. In the event of a change in ownership or control under section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), if it shall be determined that any payment or distribution in the nature of compensation (within the meaning of section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of section 280G of the Code, the aggregate present value of the Payments under the Agreement shall be reduced (but not below zero) to the Reduced Amount (defined below) if and only if the Accounting Firm (described below) determines that the reduction will provide the Executive with a greater net after-tax benefit than would no reduction. No reduction shall be made unless the reduction would provide Executive with a greater net after-tax benefit. The determinations under this Section shall be made as follows:

(a)     The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Payments under this Agreement without causing any Payment under this Agreement to be subject to the Excise Tax (defined below), determined in accordance with section 280G(d)(4) of the Code. The term “Excise Tax” means the excise tax imposed under section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

(b)     Payments under this Agreement shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to the Executive. Where more than one payment has the same value for this purpose and they are payable at different times, they will be reduced on a pro rata basis. Only amounts payable under this Agreement shall be reduced pursuant to this Section.

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(c)     All determinations to be made under this Section shall be made by an independent certified public accounting firm selected by the Company and agreed to by the Executive immediately prior to the change-in-ownership or -control transaction (the “Accounting Firm”). The Accounting Firm shall provide its determinations and any supporting calculations both to the Company and the Executive within 10 days of the transaction. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section shall be borne solely by the Company.

8.    Noncompetition Provisions.

(a)     Noncompetition. The Executive agrees that during the Term of employment under this Agreement prior to any termination of her employment hereunder and, in the event of termination of the Executive’s employment by the Company for Cause or voluntary termination of employment by the Executive (other than for Good Reason), for a period of one year following such termination, the Executive will not, directly or indirectly, without the prior written consent of the Company, manage, operate, join, control, participate in, or be connected as a stockholder (other than as a holder of shares publicly traded on a stock exchange or the NASDAQ National Market System), partner, or other equity holder with, or as an officer, director or employee of, any private or public investment firm, broker dealer or real estate investment trust whose principal business strategy is based on or who engages in the trading, sales or management of mortgage-backed securities (the “Business”) in any geographical region in which the Company engages in the Business (a “Competitor”). It is further expressly agreed that the Company will or would suffer irreparable injury of the Company in violation of the preceding sentence of this Agreement and that the Company would by reason of such competition be entitled to injunctive relief in a court of appropriate jurisdiction, and the Executive further consents and stipulates to the entry of such injunctive relief in such a court prohibiting the Executive from competing with the Company or any subsidiary or affiliate of the Company, in the areas of Business set forth above, in violation of this Agreement.

(b)     Right to Company Materials. The Executive agrees that all styles, designs, lists, materials, books, files, reports, correspondence, records, and other documents (“Company Materials”) used, prepared, or made available to the Executive in connection with her employment by the Company shall be and shall remain the property of the Company. Upon the termination of employment or the expiration of the Term of employment under this Agreement, all Company Materials shall be returned immediately to the Company, and the Executive shall not make or retain any copies thereof. To the extent that the Executive made use of the Executive’s personal electronics (e.g., laptop, iPad, telephone, thumb drives, etc.) during employment with the Company, the Executive will delete all Company property and information from such personal devices on or before the Executive’s termination of employment. The Company shall upon termination of Executive’s employment, provide Executive in electronic, and if requested hard-copy form, her Microsoft Outlook contacts, or the equivalent if she used some other contacts system.

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(c)     Soliciting Executives. The Executive promises and agrees that she will not directly or indirectly solicit any of the executives of the Company to work for any Competitor during the one-year period following her termination of employment unless such termination is by the Company for reasons other than Cause or by the Executive for Good Reason.

(d)     Corporate Opportunities. The Executive agrees, in accordance with Delaware law, to first offer to the Company corporate opportunities learned of solely as a result of her service as an officer of the Company.

9.    Confidentiality. Executive recognizes that the services to be performed by her hereunder are special, unique and extraordinary and that, by reason of her employment hereunder, she will acquire and have access to, Confidential Information (defined below) concerning the operations of the Company and its affiliates, the use or disclosure of which could cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, Executive agrees that at all times during the Term and at all times thereafter, Executive will hold in strictest confidence and safeguard, and will not use or disclose to any person or entity except as necessary to perform her job duties hereunder, any confidential, proprietary or trade secret information of or belonging to the Company or any Company affiliate. “Confidential Information” shall include, but is not limited to: (i) confidential and proprietary matters relating to the initiatives, strategies, partnerships, investors, clients, advisors, business relations, vendors, suppliers, contractors, personnel and programs of the Company or any affiliate; (ii) confidential and proprietary matters relating to the business and financial operations of the Company or any affiliate, including but not limited to, financial data, budgets, financial statements, profits, business plans, product or service plans, contract terms, and training and program materials of the Company or any affiliate; (iii) confidential and proprietary matters relating to the intellectual property of the Company or any affiliate; and (iv) any trade secret of the Company or any affiliate (as that term is defined by law). This Section 9 is intended to provide rights to the Company that are in addition to, not in lieu of, those rights the Company has under the common law or applicable statutes for the protection of trade secrets. Executive understands and agrees that the rights and obligations set forth in this Section 9 are perpetual and shall extend beyond Executive’s employment.

Notwithstanding the foregoing, the restrictions of this Agreement on the use and disclosure of Confidential Information shall not apply (w) to information that is or becomes publicly known through no fault of Executive; (x) if the information is rightfully obtained by Executive from a third party authorized to make such disclosure to Executive without legal restriction; (y) if the information is identified by the Board in writing as no longer proprietary or confidential; or (z) if the information is required in response to a legal summons, subpoena or other lawful court order; provided that, Executive shall promptly notify the Company in writing of any such legal requirement and assist the Company or its designee upon request in seeking a protective order or in objecting to such request; provided further, that any such assistance will be at the sole cost and expense of the Company. If Executive produces any Confidential Information pursuant to clause (z), Executive shall disclose only that portion of the Confidential Information that she is legally compelled to disclose and, if legally permitted to do so (unless requested by law enforcement or a regulator not to do so) provide a copy of same to the Company.

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10.    Notices. All notices and other communications under this Agreement shall be in writing and shall be given by fax or first class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given three days after mailing or 24 hours after transmission of a fax to the respective persons named below:

Either party may change such party’s address for notices by notice duly given pursuant hereto.

11.    Attorney’ s Fees. In the event judicial determination or arbitration (as provided in Section 24) is necessary for any dispute arising as to the parties’ rights and obligations hereunder, each party shall bear their own respective costs (including attorney’s fees), unless otherwise required by statute.

12.    Section 409A.

(a)     This Agreement is intended to comply with section 409A of the Code, and its corresponding regulations, or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required by section 409A of the Code, if the Executive is considered a “specified employee” for purposes of section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A of the Code, payment of such amounts shall be delayed as required by section 409A of the Code, and the accumulated amounts shall be paid in a lump-sum payment within 10 days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death.

(b)     All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the

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Code. For purposes of section 409A of the Code, each payment hereunder shall be treated as a separate payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the fiscal year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive’s designating the fiscal year of payment of any amounts of deferred compensation subject to section 409A of the Code, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

(c)     All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement be for expenses incurred during the period specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a fiscal year not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other fiscal year, (iii) the reimbursement of an eligible expense be made no later than the last day of the fiscal year following the year in which the expense is incurred, and (iv) the right to reimbursement or in- kind benefits not be subject to liquidation or exchange for another benefit.

13.    No Mitigation or Offset. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. The Company shall not be entitled to set off against the amounts payable to the Executive under this Agreement any amounts earned by the Executive in other employment after termination of employment with the Company, or any amounts which might have been earned by the Executive in other employment had such other employment been sought.

14.    Termination of Prior Agreements. Upon commencement of the Term, this Agreement terminates and supersedes any and all prior agreements and understandings between the parties with respect to employment or with respect to the compensation of the Executive by the Company.

15.    Resignation of Positions. Effective as of the date of any termination of employment, the Executive will resign from all Company-related positions, including as an officer and director of the Company and its parents, subsidiaries and affiliates.

16.    Assignment; Successors. This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided that, in the event of the merger, consolidation, transfer, or sale of all or substantially all of the assets of the Company with or to any other individual or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.

17.    Governing Law. This Agreement and the legal relations thus created between the parties hereto shall be governed by and construed under and in accordance with the laws of the State of New York.

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18.    Entire Agreement; Headings.     This Agreement embodies the entire agreement of the parties respecting the matters within its scope and may be modified only in writing. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

19.    Waiver; Modification. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. This Agreement shall not be modified in any respect except by a writing executed by each party hereto.

20.    Severability. In the event that a court of competent jurisdiction determines that any portion of this Agreement is in violation of any statute or public policy, only the portions of this Agreement that violate such statute or public policy shall be stricken. All portions of this Agreement that do not violate any statute or public policy shall continue in full force and effect. Further, any court order striking any portion of this Agreement shall modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties under this Agreement.

21.     Indemnification; Directors and Officers Insurance. In the Executive’s capacity as an employee of the Company or any subsidiary or affiliated entity, or serving or having served as an employee at the Company’s request, the Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s Articles of Incorporation and Bylaws or any indemnification agreement between the Company and the Executive, from and against any and all losses, claims, damages, liabilities, expenses (including reasonable legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Executive may be involved, or threatened to be involved, as a party or otherwise by reason of the Executive’s status as an employee of the Company, or which relate to or arise out of the Company, its assets, business or affairs. At the Executive’s request, the Company shall advance all reasonable expenses incurred by the Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation-related expenses. The obligations of this paragraph shall survive the expiration or termination of the Executive’s employment with the Company. During the Term and for six years following the date of the Executive’s termination as an officer of the Company, the Company (or any successor thereto) shall provide comprehensive coverage under the Company’s officers and directors insurance policy (or policies) on substantially the same terms and levels that it provides to its senior executive officers, at the Company’s sole cost.

22.    Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

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23.    Successor Sections. References herein to sections, rules or regulations of the Code or other applicable law shall be deemed to include any successor sections, rules or regulations.

24.    Arbitration. Any dispute, claim or controversy arising out of or in relation to this Agreement, which the Executive and the Company are unable to resolve shall be determined by the decision of a board of arbitration consisting of a single arbitrator selected in accordance with the Employment Rules of the American Arbitration Association upon application made to it for such purpose by either the Company or the Executive. The arbitration proceedings shall take place in New York, New York or such other place as shall be agreed to by the parties. The Arbitrator shall reach and render a decision in writing.     Any award shall be rendered on the basis of the substantive law governing this Agreement.

Any decision made by the Arbitrator shall be final, binding and conclusive on the Executive and the Company and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The Company shall bear all of the costs of arbitration, except for the attorneys’ fees incurred by the Executive, which fees shall be subject to Section 11 hereof.

25.     Third Party Beneficiary. The Company and the Executive each hereby designate Annaly as a third-party beneficiary of this Agreement having the right to enforce the Agreement.

26.    Withholding. All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. The Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment received under this Agreement.

27.    Company Policies.     This Agreement and the compensation payable hereunder, other than the Guaranteed Bonuses, shall be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time with respect to officers of the Company.

28.    Acknowledgment of Full Understanding.     THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF EXECUTIVE’S CHOICE BEFORE SIGNING THIS AGREEMENT.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Executive has hereunto signed this Agreement, as of the date first above written.

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Exhibit A

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Exhibit B

Form of Release

( see attached )

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CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT

This Confidential Separation and Release Agreement (the “Agreement”), entered into as of XXX, is by and between Annaly Capital Management, Inc., a Maryland corporation (the “Company”) and Serena Wolfe (the “Employee”) (collectively, the “parties”).

WHEREAS, Employee is an at-will employee of the Company and holds and has held various titles and responsibilities with respect to the Company;

WHEREAS, Employee and the Company are parties to an Employment Agreement dated             , 2020 (the “Employment Agreement”);

WHEREAS, pursuant to Section 6 of the Employment Agreement, upon Employee’s termination from employment by the Company other than for Cause (as defined in the Employment Agreement); upon termination by Employee for Good Reason (as defined in the Employment Agreement), or upon termination on account of death or Disability (as defined in the Employment Agreement) on or before December 31, 2021, Employee is entitled to certain termination compensation;

WHEREAS, effective as of the date of the Separation Date (as defined below), Employee ceases to hold any positions with the Company or any of its subsidiaries or affiliates, any delegation of authority to Employee will be revoked, and Employee will not represent or take any action on behalf of the Company; and

WHEREAS, Employee and the Company wish to enter into this Agreement to provide the Company together with its subsidiaries, affiliates and related parties, with a release of claims;

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth in this Agreement, the Employee and the Company have agreed and do hereby agree as follows:

1.     Termination of Employment. The Employee acknowledges and agrees that the Employee’s employment with the Company, including all offices and positions the Employee holds with any member of the Company and its subsidiaries and affiliates, shall terminate effective XXX (the “Separation Date”). The Company agrees to continue to pay the Employee the Employee’s normal accrued and unpaid base salary (on a pro rata basis) through XXX (the “Last Day Paid Date”) pursuant to the Company’s normal payroll practices. Upon execution and return of this Agreement, and the Employee’s return of all Company property as provided for in Section 9 of this Agreement, the Company agrees to provide the Employee with the payments and benefits set forth below:

(a) Separation Payment. The Company will provide the Employee the payments due in Section 6 of the Employment Agreement, and to the extent applicable, as limited in Section 7 of the Employment Agreement (the “Separation Payment”). The Company agrees to also provide the Employee with the cash equivalent of the Employee’s accrued but unused vacation time earned through the Separation Date pursuant to the Company’s normal payroll practices.

(b) Outplacement Services.     The Company agrees to provide the Employee outplacement services for six months following the Separation Date.

(c) No Additional Benefits or Payments.    The Employee acknowledges that the termination of employment does not entitle the Employee to the acceleration of any benefits or termination payments except as set forth in this Agreement.

2.    Employee Acknowledgement.     Employee acknowledges and agrees that the Company has provided Employee with all monies and benefits to which the Employee is owed relating to the Employee’s employment with the Company, including, but not limited to, all wages earned, bonuses, vacation pay, and that no other amounts are due to the Employee other than as set forth in this Agreement. The Employee further acknowledges that Employee has received all leave (paid or unpaid) for which the Employee was eligible during the Employee’s employment. The Employee further acknowledges and agrees that the Company’s agreement to provide the payments and benefits contained in Section 1 of this Agreement is solely in exchange for the promises, releases and agreements of Employee set forth in this Agreement. Employee acknowledges and agrees that Employee is required to execute and continue to comply with the terms of this Agreement as a condition to receiving the payments and benefits contained in Section 1 of this Agreement, and would not be entitled to the payments and benefits contained in Section 1 of this Agreement if Employee did not do so.

3.    General Release of Claims.

3.1. In exchange for the consideration provided under this Agreement, which Employee acknowledges is acceptable and satisfactory to Employee, Employee, for and on behalf of Employee and each of Employee’s heirs, administrators, executors,    personal representatives, beneficiaries, successors and assigns, fully and completely releases the Company together with its affiliates, and each of their respective current and former officers, directors, managers, members, partners, shareholders, agents, employees, employee benefit plans and fiduciaries, trustees, insurers, representatives, attorneys, transferees, recordkeepers, service providers, successors and assigns (collectively, the “Releasees”), collectively, separately, and severally, of and from any and all claims, grievances, injuries, agreements, covenants, promises, demands, damages, causes of action, debts, liabilities, controversies, judgments, arbitrations, sums of money, wages, attorneys’ fees, costs, and suits of every kind and nature whatsoever, foreseen, unforeseen, known or unknown, which Employee has had, now has, or may have against the Releasees from the beginning of time up until the time Employee signs this Agreement, which arise out of or relate in any way to Employee’s employment relationship with the Company or the Releasees or other associations with the Company or the Releasees or any termination thereof, with the exception of (i) any claims which cannot be waived by private agreement; (ii) any claims which may arise after the date Employee signs this Agreement; (iii) any claims for breach of this Agreement or Section 6 of the Employment Agreement; (iv) any claims by Employee for indemnification, advancement or insurance coverage for Employee’s acts or omissions while employed with the Company or any of its affiliates under the Employment Agreement, any articles of incorporation, bylaws, operating agreement, directors and officers insurance policy, or other applicable plan, document, agreement, or insurance policy; (v) any claim or right Employee may have under COBRA; (vi) any claim or right Employee may have for unemployment insurance or workers’ compensation benefits; or (vii) any vested benefits under the written terms of a qualified employee pension benefit plan.

3.2. Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right, to the extent legally capable of being waived, based upon or arising under any federal, state or local fair employment practices and equal opportunity laws, including, but not limited to, all claims arising under any federal, state or local statute or ordinance, constitutional provision, public policy or common law, including all claims under the Age Discrimination in Employment Act of

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1967 (“ADEA”), as amended by the Older Workers’ Benefits Protection Act of 1990 (“OWBPA”), Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Civil Rights Act of 1866, the Civil Rights Act of 1871, Employee Order 11246, the Employee Retirement Income Security Act of 1974 (“ERISA”) (including, but not limited to, claims for unvested benefits and claims for breach of fiduciary duty under ERISA), the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act, the New York Executive Law, including its Human Rights Law, the New York Retaliatory Action By Employers Law, the New York Civil Rights Law, the New York Labor Law, the New York City Administrative Code, including its Human Rights Law, the New York State Constitution, including any amendments thereto, and all claims for breach of any express or implied contract, all claims for breach of any covenant of good faith and fair dealing, all claims for promissory estoppel or detrimental reliance, all claims for wages, bonuses, incentive compensation, fringe benefits and severance allowances or entitlements, all tort claims, all claims for compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever, and all claims for monetary recovery, including, without limitation, attorneys’ fees and related expenses, experts’ fees and related expenses, medical fees and related expenses, and all other costs and disbursements. Employee hereby irrevocably and unconditionally waives and relinquishes any right to obtain or receive reinstatement or any monetary, injunctive, or other relief through any suit, complaint, action or proceeding commenced or maintained in any court, agency, or other forum by Employee or on Employee’s behalf for or on account of any of the claims released in this Agreement.

4.     Nothing herein shall prevent Employee from filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”) or similar federal or state agency or Employee’s ability to participate in any investigation or proceeding conducted by such agency; provided, however, that, to the fullest extent permitted by law, Employee is waiving any right to recover monetary damages or any other form of personal relief in connection with any such charge, complaint, investigation or proceeding. To the extent Employee receives any personal or monetary relief in connection with any such charge, complaint, investigation or proceeding, the Company will be entitled to an offset for the payments made pursuant to Section 1 of this Agreement to the extent determined by a court of competent jurisdiction.

5.     Confidentiality.     Unless, until, and to the extent publicly disclosed by the Company, the parties agree to maintain the confidentiality of this Agreement, and to refrain from disclosing or making reference to its terms, except (a) as may be required by law; or (b) with Employee’s accountant or attorney for the sole purposes of obtaining, respectively, financial or legal advice; (c) with Employee’s immediate family members; (d) with employees, agents, attorneys, accountants, directors and/or officers of the Company as reasonably required to implement this Agreement (the parties in clauses (b), (c) and (d), “Permissible Parties”); provided that the Permissible Parties agree to keep the terms of this Agreement confidential. Employee agrees to keep confidential any non-public information relating to the Company, and/or its subsidiaries and affiliates. The parties acknowledge and agree that any disclosure of any information by Employee or the Permissible Parties contrary to the provisions of this Agreement shall be a breach of this Agreement. Employee likewise acknowledges and agrees to abide by the provisions of any and all confidentiality agreements Employee executed with the Company or any affiliate thereof, the terms of which shall remain in full force and effect.

6.     Permitted Conduct.     Nothing in this Agreement shall prohibit or restrict Employee, the Company, or their respective attorneys from: (i) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, or as required by law or legal process; or (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any self-regulatory organization, governmental agency or legislative body, including but not limited to, the EEOC or similar state or local agency, or the Company’s Legal Department, provided that, to the extent permitted by law, upon receipt

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of any subpoena, court order or other legal process compelling the disclosure of any Company or Employee confidential information or documents, the disclosing party gives prompt written notice to the other party so as to permit such other party to protect such party’s interests in confidentiality to the fullest extent possible.

7.     Non-Disparagement.     Except as expressly permitted in Section 6 of this Agreement, Employee agrees that Employee shall not at any time make any written or verbal comments or statements of a defamatory or disparaging nature, in any manner, including, but not limited to, via the Internet on any website, blog, forum, or other electronic or social media, whether anonymous or not, regarding the Company and/or the Releasees or their personnel or business and Employee shall not take any action that would cause the Company and/or the Releasees or their personnel or business any embarrassment or humiliation or otherwise cause or contribute to their being held in disrepute. Except as expressly permitted in Section 6 of this Agreement, the Company’s officers and directors shall not at any time make any written or verbal comments or statements of a defamatory or disparaging nature, in any manner, including, but not limited to, via the Internet on any website, blog, forum, or other electronic or social media, whether anonymous or not, regarding the Employee, and the Company’s directors and officers shall not take any action that would cause Employee any embarrassment or humiliation or otherwise cause or contribute to her being held in disrepute. The Company agrees that it will not issue, authorize or condone any action that would disparage Employee.

8.     Cooperation. Employee agrees that upon the Company’s reasonable notice to Employee, Employee shall cooperate with the Company and its counsel (including, if necessary, preparation for and appearance at depositions, hearings, trials or other proceedings) with regard to any past, present or future legal or regulatory matters that relate to or arise out of matters Employee has knowledge about or have been involved with during Employee’s employment with the Company. In the event that such cooperation is required, Employee will be reimbursed for reasonable expenses incurred in connection therewith.

9.     Return of Property. Employee represents that Employee has returned to the Company all material Company property, including, without limitation, all mailing lists, reports, files, memoranda, records, computer hardware, software, credit cards, door and file keys, computer access codes or disks and instructional manuals, and other physical or personal property, any documents or other materials which are necessary for the Company to comply with its obligations under the Code of Ethics, regardless of who created the foregoing materials, and that, other than as set forth in Section 8(b) of the Employment Agreement, Employee will not retain any copies, duplicates, reproductions or excerpts thereof. Furthermore, should the Employee or the Company discover that the Employee inadvertently possesses any of the documents or materials described in this Section for which Employee is not otherwise authorized to maintain, Employee agrees to return any such documents or materials to the Company immediately, and to permanently delete any electronic copies of such records from any personal computing device in Employee’s possession.

10.    Acknowledgments. Employee hereby acknowledges that:

10.1. The Company advises Employee to consult with an attorney before signing this Agreement;

10.2. Employee has obtained independent legal advice from an attorney of Employee’s own choice with respect to this Agreement, or has knowingly and voluntarily chosen not to do so;

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10.3. Employee has freely, voluntarily and knowingly entered into this Agreement after due consideration;

10.4. In exchange for Employee’s waivers, releases and commitments set forth in this Agreement, the payments, benefits and other considerations that Employee is receiving pursuant to this Agreement exceed any payment, benefit or other thing of value to which Employee would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein;

10.5. Employee acknowledges that, if Employee elects to sign this Agreement, the executed Agreement must be returned to the Company’s General Counsel (or if none, an appropriate executive of the Company) by email, overnight mail, or U.S. mail.

10.6. No promise or inducement has been offered to Employee, except as expressly set forth herein, and Employee is not relying upon any such promise or inducement in entering into this Agreement. Employee’s employment remains at-will and this Agreement does not confer upon Employee any right or obligation to continue in the employ of the Company for any period of time; and

10.7. Employee acknowledges that the date on which Employee signs the Agreement shall be considered the “Effective Date” of the Agreement.

11.     Non-Admission. It is understood and agreed that neither the execution of this Agreement, nor the terms of the Agreement, constitute an admission of liability to Employee by the Company or the Releasees, and such liability is expressly denied. It is further understood and agreed that no person shall use the Agreement, or the consideration paid pursuant thereto, as evidence of an admission of liability, inasmuch as such liability is expressly denied.

12.     Assignment; Successors. This Agreement is personal in its nature and none of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided that, in the event of the merger, consolidation, transfer, or sale of all or substantially all of the assets of the Company with or to any other individual or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.

13.    Governing Law. This Agreement shall be construed, performed, enforced and in all respects governed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law thereof. This Agreement does not supersede Section 24 of the Employment Agreement, which is incorporated herein.

14.    Entire Agreement; Headings. This Agreement embodies the entire agreement of the parties and replaces any other oral or written agreement between Employee and the Company relating to the subject matter of this Agreement. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

15.     Waiver; Modification. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. This Agreement shall not be modified or amended in any respect except by a writing executed by each party hereto.

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16.     Severability. In the event that a court of competent jurisdiction determines that any portion of this Agreement is in violation of any statute or public policy, only the portions of this Agreement that violate such statute or public policy shall be stricken. All portions of this Agreement that not violate any statute or public policy shall continue in full force and effect, to be read and construed as if such provisions were originally deleted. Further, any court order striking any portion of this Agreement shall modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties in entering this Agreement.

17.    Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which together will constitute one and the same agreement.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Employee has hereunto signed this Agreement, as of the date written.

I HAVE READ THIS AGREEMENT. I UNDERSTAND THAT I AM GIVING UP IMPORTANT RIGHTS. I AM AWARE OF MY RIGHT TO CONSULT WITH AN ATTORNEY OF MY OWN CHOOSING. I SIGN THIS AGREEMENT FREELY AND VOLUNTARILY, WITHOUT DURESS OR COERCION.

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Exhibit 10.9

ANNALY CAPITAL MANAGEMENT, INC.

Restricted Stock Unit Award Agreement

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of February 12, 2020 is between Annaly Capital Management, Inc., a Maryland corporation (the “Company”) and Glenn Votek (the “Participant”), and governs the Restricted Stock Units granted by the Company to the Participant in accordance with and subject to the provisions of the Annaly Capital Management, Inc. 2010 Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.

1.    Grant of RSUs. Effective as of February 11, 2020 (the “Date of Grant”), the Company granted the Participant a total of 100,100 RSUs in accordance with the Plan and subject to the terms and conditions set forth in the Plan and this Agreement. Each RSU represents the right to receive a Share upon settlement of the vested RSUs as set forth herein.

2.    Grant of Dividend Equivalent Rights. Effective as of the Date of Grant, the Company also granted the Participant Dividend Equivalent Rights in accordance with the Plan and subject to the terms and conditions set forth in the Plan and this Agreement. The Dividend Equivalent Rights entitle the Participant to be credited with additional RSUs (the “Additional RSUs”) with respect to cash dividends (other than extraordinary cash dividends) paid on Shares during the period beginning on the Date of Grant and ending on the earlier of the date that the vested RSUs and vested Additional RSUs are settled in accordance with Section 4 of this Agreement or the date that the RSUs and Additional RSUs are forfeited in accordance with Section 3 of this Agreement. On each date that cash dividends (other than extraordinary cash dividends) are paid on Shares, the Participant shall be credited with Additional RSUs as follows: The cash dividend per Share shall be multiplied by the number of RSUs and Additional RSUs outstanding and credited to the Participant on the dividend payment date and the resulting product shall be divided by the Fair Market Value on the dividend payment date. Each Additional RSU represents the right to receive a Share upon settlement of the vested Additional RSUs as set forth herein.

3.    Vesting. The Participant’s interest in the RSUs shall become vested and nonforfeitable to the extent provided in paragraphs (a), (b), (c), (d) and (e) below.

(a) Continued Employment. The Participant’s interest in all of the RSUs granted to the Participant shall become vested and nonforfeitable on the date that the Board appoints a permanent, i.e., non-interim Chief Executive Officer of the Company if the Participant continues to serve as the Company’s interim Chief Executive Officer and President from the Date of Grant until such date.

(b) Change in Control. The Participant’s interest in all of the RSUs granted to the Participant (if not sooner vested), shall become vested and nonforfeitable on the date of a Change in Control if the Participant continues to serve as the Company’s interim Chief Executive Officer and President from the Date of Grant until such date.

(c) Death or Disability. The Participant’s interest in all of the RSUs granted to the Participant (if not sooner vested), shall become vested and nonforfeitable on the date that the Participant’s service as the Company’s interim Chief Executive Officer and President ends if (i) such service ends on account of the Participant’s death or because the Participant has a total and permanent disability within the meaning of Section 22(e)(3) of the Code and (ii) the Participant continues to serve as the Company’s interim Chief Executive Officer and President from the Date of Grant until the date such service ends on account of the Participant’s death or total and permanent disability.

(d)    Removal Without Cause. The Participant’s interest in all of the RSUs granted to the Participant (if not sooner vested), shall become vested and nontransferable on the date that the Participant ceases to be the Company’s interim Chief Executive Officer and President if (i) the Board removes him from office as the Company’s interim Chief Executive Officer or President or both without Cause (and not on account of the Participant’s death or total and permanent disability or the Board’s appointment of a permanent, i.e., non-interim Chief Executive Officer or President of the Company) and (ii) the Participant continues to serve as the Company’s interim Chief Executive Officer and President from the Date of Grant until such date. For purposes of this Agreement, the term “Cause” means (i) the Participant’s willful failure to substantially perform the duties of the Company’s interim Chief Executive Officer and President; (ii) the Participant’s willful violation of any material law or regulation relating to the Participant’s service as the Company’s interim Chief Executive Officer and President; (iii) acts or omissions constituting willful or reckless misconduct on the part of the Participant in respect of his fiduciary or equivalent statutory obligations to the Company in his capacity as the Company’s interim Chief Executive Officer and President which is materially and demonstrably injurious to the Company; (iv) the Participant’s willful violation of written policies of the Company or Annaly Management Company LLC (the “Manager”) prohibiting discrimination or harassment; (v) the Participant’s willful, repeated and material violations of any other written policy of the Company or the Manager; (vi) the Participant’s willful refusal to follow a lawful instruction of the Board or the Manager; or (vii) the Participant’s pleading guilty or “no contest” to, or being convicted or, a felony involving theft, fraud or embezzlement in connection with the assets of the Company or a felony involving sexual misconduct. No act or failure to act shall be considered “willful” if the Participant acts or fails to act in good faith and with a responsible belief that his action or failure to act was in the best interests of the Company. It shall be a condition precedent to the Board’s right to remove the Participant from office for Cause that, if the grounds asserted as Cause are susceptible to cure or remedy, the Participant shall be given a period of thirty days from the date of written notice of removal for Cause (describing the grounds asserted as Cause) to cure or remedy the grounds asserted as Cause and answer such circumstances for removal in person at a meeting of the Board. For the avoidance of doubt, in the case of clause (vii) the Participant may be removed from office as the Company’s interim Chief Executive Officer and President immediately without any advance written notice.

(e)    Resignation With Good Reason. The Participant’s interest in all of the RSUs granted to the Participant (if not sooner vested) shall become vested and nonforfeitable on the date that the Participant ceases to be the Company’s interim Chief Executive Officer and President if (i) the Participant resigns from office as the Company’s interim Chief Executive

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Officer and President with Good Reason and (ii) the Participant continues to serve as the Company’s interim Chief Executive Officer and President from the Date of Grant until such date. For purposes of this Agreement, the term “Good Reason” means (i) a materially significant diminishment by the Board in the Participant’s duties, authorities or responsibilities as the Company’s interim Chief Executive Officer and President (other than on account of the Board’s appointment of a permanent, i.e., non-interim Chief Executive Officer or President of the Company); (ii) the relocation by the Company or the Participant’s principal place of service more than sixty miles from New York, New York; or (iii) a material reduction in the Participant’s compensation for service as the Company’s interim Chief Executive Officer and President. It shall be a condition precedent to the Participant’s right to resign from office for Good Reason that the Participant shall have given written notice to the Company of resignation from office with Good Reason (describing the grounds asserted as Good Reason) and the Company shall have failed to cure such grounds, within a thirty day period after the Company’s receipt of such written notice.

The Participant’s interest in the Additional RSUs shall become vested and nonforfeitable on the date, and to the extent that, the underlying RSUs in respect of which the Additional RSUs were credited, become vested and nonforfeitable.

Except as provided in this Section 3, any RSUs and Additional RSUs that are not vested and nonforfeitable on or before the date that the Participant ceases to serve as the Company’s interim Chief Executive Officer and President shall be forfeited on the date that such service ends.

4.    Settlement. Except as provided in Section 5, RSUs and Additional RSUs that become vested and nonforfeitable shall be settled by the issuance of an equal number of Shares. The issuance shall be made no later than thirty days after the date of vesting; provided that any RSUs and Additional RSUs outstanding on the date of a Change in Control shall be settled on the date of the Change in Control. Notwithstanding the preceding sentence, if the issuance of Shares under this Agreement (i) constitutes “deferred compensation” that is subject to Section 409A of the Code and (ii) is payable on account of a termination of employment, then such issuance shall be made within thirty days after the Participant’s “separation from service” (as defined for purposes of Section 409A of the Code) or, if required in order to avoid a violation of Section 409A of the Code, on the date that is six months after the Participant’s separation from service. A fractional Share will not be issued but will instead be disregarded.

Upon any vesting of RSUs and Additional RSUs, the Committee reserves the right to issue to the Participant, in full satisfaction of the delivery of Shares, a single cash payment equal to the Fair Market Value of Shares on the day preceding the date of payment or a combination of Shares and cash payment based on the Fair Market Value on the day preceding the date of payment. References in this Agreement to Shares issuable in connection with the RSUs and Additional RSUs will include the potential issuance of its cash equivalent pursuant to such right.

5.    Section 280G of the Code. Notwithstanding any other provision of this Agreement, the number of Shares that may be issued under this Agreement and the amount of any payment that may be made under this Agreement is subject to reduction in accordance with, and to the extent provided by, this Section 5.

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(a) If the issuance of Shares or a payment under this Agreement, together with any other payment or compensation payable to the Participant under another plan, agreement or otherwise (a “Payment”) would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then the aggregate present value of the Payments shall be reduced (but not below zero) to the Reduced Amount if and only if the Accounting Firm determines that the reduction will provide the Participant with a greater net after-tax benefit than the Participant would realize without any reduction. No reduction shall be made and the Participant will be entitled to receive all of the Payments, unless the reduction would provide the Participant with a greater net after-tax benefit.

(b) The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of all Payments without causing any Payment to be subject to the Excise Tax, determined in accordance with Section 280G(d)(4) of the Code. The term “Excise Tax” means the excise tax imposed under Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

(c) If any Payments are reduced under this Section 5, then the Payments shall be reduced on a nondiscretionary basis in such a way to minimize the reduction in economic value deliverable to the Participant. Where more than one Payment has the same value for this purpose and they are payable at different times, they will be reduced on a pro rata basis.

(d) All determinations under this Section 5 shall be made by an independent certified public accounting firm selected by the Company and agreed to by the Participant immediately prior to any Change in Control (the “Accounting Firm”). The Accounting Firm shall provide its determinations and any supporting calculations both to the Company and the Participant within ten days of the Change in Control. Any such determination by the Accounting Firm shall be binding upon the Company and the Participant. All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 5 shall be borne solely by the Company.

6.    Transferability. The RSUs and Additional RSUs cannot be transferred except by will or the laws of descent and distribution.

7.    Shareholder Rights. The Participant shall not have any rights as a shareholder of the Company with respect to the RSUs and Additional RSUs until, and then to the extent that, Shares are issued in settlement of the RSUs and Additional RSUs. Upon the issuance of Shares in settlement of the RSUs and Additional RSUs, the Participant shall have all the rights of a shareholder of the Company with respect to those Shares, including the right to vote the Shares and to receive all dividends on the Shares.

8.    No Right to Continued Employment or Service. This Agreement and the grant of the RSUs and Dividend Equivalent Rights does not give the Participant any rights with respect to continued employment by, or service to, the Company, the Manager or an Affiliate. This Agreement and the grant of the RSUs and Dividend Equivalent Rights shall not interfere with the right of the Company, the Manager or an Affiliate to terminate the Participant’s employment or service.

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9.    Governing Law. This Agreement shall be governed by the laws of the State of New York except to the extent that New York law would require the application of the laws of another state.

10.    Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Date of Grant.

11.    Participant Bound by Plan. The Participant hereby acknowledges that a copy of the Plan has been made available to the Participant and the Participant agrees to be bound by all the terms and provisions of the Plan.

12.    Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon the Participant and the Participant’s successors in interest and the Company and any successors of the Company.

13.    Counterparts. This Agreement may be executed in counterparts and each counterpart shall be deemed an original document and all counterparts shall constitute a single document.

[signature page follows]

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IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the date first set forth above.

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