Exhibit 4.2 PREFERRED STOCK PREFERRED STOCK NUMBER [LOGO OF EAGLE] SHARES NTR Pr CUSIP SEE REVERSE FOR CERTAIN DEFINITIONS NEW YORK MORTGAGE TRUST, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND THIS CERTIFIES THAT NYMT NEW YORK MORTGAGE TRUST is the holder of FULLY PAID AND NON-ASSESSABLE SHARES OF PREFERRED STOCK, $0.01 PAR VALUE PER SHARE, OF NEW YORK MORTGAGE TRUST, INC. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. DATED NTR /s/ MICHAEL I. WIRTH LISTED EXECUTIVE VICE PRESIDENT, NYSE CHIEF FINANCIAL OFFICER /s/ STEVEN B. SCHNALL AND SECRETARY CO-CHIEF EXECUTIVE OFFICER [NEW YORK MORTGAGE TRUST SEAL] COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY (New York, New York) Transfer Agent and Registrar By Authorized Signature NEW YORK MORTGAGE TRUST, INC. IMPORTANT NOTICE The Company will furnish to any stockholder upon request and without charge a full statement of the designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of shares of each class authorized to be issued and, with respect to the classes of shares which may be issued in series, the differences in the relative rights and preferences between the shares of each services, to the extent they have been set. Such request may be made to the Secretary of the Company at its principal office or to the Transfer Agent. The securities represented by this certificate are subject to restrictions on ownership and transfer contained in the Articles of Amendment and Restatement of the Company (the "Charter") for the purpose of the Company's maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended. A copy of the Charter and information about the restrictions in affect will be furnished by the Company to any holder of this certificate upon request and without charge. All capitalized terms in this legend have the meanings defined in the Charter of the Company. If the restrictions on ownership or transfer are violated, the securities represented hereby will be designated and treated as Shares which will be held in the Charitable Trust by the Company. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common. UNIF GIFT MIN ACT- _____________________________Custodian_____________________ (Cust) (Minor) under Uniform Gifts to Minors Act _______________________________________________________ (State) UNIF TRF MIN ACT- ________________________Custodian (until age _____________) (Cust) ____________________________________under Uniform Transfers (Minor) to Minors Act _____________________________________________ (State) Additional abbreviations may also be used though not in the above list. For Value received, ______________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _____________________________________ _____________________________________ ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ _________________________________________________________________________ Shares of the Preferred Stock represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint _____________________________________________ Attorney to transfer the said Preferred Stock on the books of the within named Corporation with full power of substitution in the premises. Dated ___________________________ X ___________________________________ X ___________________________________ NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURES GUARANTEED: By _____________________________________________________________________________ THE SIGNATURES(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKHOLDERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.