REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 20th, 2008 • Hatteras Financial Corp • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 5, 2008, by and among Hatteras Financial Corp., a Maryland corporation (together with any successor entity thereto, the “Company”), Atlantic Capital Advisors LLC, a North Carolina limited liability company (the “Manager”), and Keefe, Bruyette & Woods, Inc., a Delaware corporation (“KBW”), for the benefit of the purchasers of the 6,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) in a private placement (the “Private Placement”) pursuant to the Purchase/Placement Agreement dated as of January 29, 2008, by and between the Company and KBW (the “Purchase/Placement Agreement”), such purchasers being herein referred to as “Participants”, and the direct and indirect transferees of each Participant.
SALES AGREEMENTSales Agreement • March 5th, 2012 • Hatteras Financial Corp • Real estate investment trusts • New York
The Company and the Manager have also entered into a separate sales agreement (an “Alternative Sales Agreement”), dated as of even date herewith, with JMP Securities LLC (the “Alternative Agent”).
HATTERAS FINANCIAL CORP. (a Maryland corporation) 17,500,000 Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENTPurchase Agreement • March 30th, 2012 • Hatteras Financial Corp • Real estate investment trusts • New York
Hatteras Financial Corp., a Maryland corporation (the “Company”) and Atlantic Capital Advisors LLC, a North Carolina limited liability company and the manager of the Company (the “Manager”), confirm their respective agreements with Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Keefe, Bruyette & Woods, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Keefe, Bruyette & Woods, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 17,500,000 shares of common stock, par value $0.001 per
CONSULTING AGREEMENTConsulting Agreement • May 5th, 2016 • Hatteras Financial Corp • Real estate investment trusts • Maryland
CONSULTING AGREEMENT (this “Agreement”) by and between Annaly Capital Management, Inc. (the “Company”) and Frederick J. Boos, II (the “Consultant”) dated as of April 10, 2016.
MANAGEMENT AGREEMENTManagement Agreement • February 23rd, 2012 • Hatteras Financial Corp • Real estate investment trusts • North Carolina
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 23rd day of February, 2012 (the “Effective Date”), by and between HATTERAS FINANCIAL CORP., a Maryland corporation (the “Company”) and ATLANTIC CAPITAL ADVISORS LLC, a North Carolina limited liability company (the “Manager”).
AGREEMENT AND PLAN OF MERGER by and among ANNALY CAPITAL MANAGEMENT, INC. RIDGEBACK MERGER SUB CORPORATION and HATTERAS FINANCIAL CORP. dated as of April 10, 2016Agreement and Plan of Merger • April 11th, 2016 • Hatteras Financial Corp • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 10, 2016, is by and among Annaly Capital Management, Inc., a Maryland corporation (“Parent”), Ridgeback Merger Sub Corporation, a Maryland corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Hatteras Financial Corp., a Maryland corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement. Parent, Purchaser and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
FORM OF AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT HATTERAS FINANCIAL CORP. GRANTEE: NO. OF SHARES:Restricted Stock Agreement • February 20th, 2008 • Hatteras Financial Corp • North Carolina
This Amended and Restated Agreement (the “Agreement”) evidences the award of restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock of Hatteras Financial Corp., a Maryland corporation (the “Company”), granted to you, , effective as of November 5, 2007 (the “Grant Date”), pursuant to the Hatteras Financial Corp. 2007 Equity Incentive Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
HATTERAS FINANCIAL CORP. (a Maryland corporation) 10,000,000 Shares of 7.625% Series A Cumulative Redeemable Preferred Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENTPurchase Agreement • August 22nd, 2012 • Hatteras Financial Corp • Real estate investment trusts • New York
Hatteras Financial Corp., a Maryland corporation (the “Company”) and Atlantic Capital Advisors LLC, a North Carolina limited liability company and the manager of the Company (the “Manager”), confirm their respective agreements with Wells Fargo Securities, LLC, Citigroup Global Markets Inc., UBS Securities LLC and Merrill Lynch, Pierce, Fenner & Smith
CONSULTING AGREEMENTConsulting Agreement • July 30th, 2013 • Hatteras Financial Corp • Real estate investment trusts • North Carolina
THIS CONSULTING AGREEMENT, made the 26th day of June, 2013 by and between HATTERAS FINANCIAL CORP., a Maryland corporation (hereinafter referred to as the “Hatteras Financial”) and WILLIAM H. GIBBS, JR. of 5226 Sweet Meadow Lane, Clarksville, Maryland (hereinafter referred to as “Gibbs”).
HATTERAS FINANCIAL CORP. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 20th, 2008 • Hatteras Financial Corp • Maryland
THIS INDEMNIFICATION AGREEMENT is made and entered into this 5th day of November, 2007 (“Agreement”), by and between Hatteras Financial Corp., a Maryland corporation (the “Company”), and (“Indemnitee”).
AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • April 11th, 2016 • Hatteras Financial Corp • Real estate investment trusts • North Carolina
THIS AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of this 10th day of April, 2016 by and between Hatteras Financial Corp., a Maryland corporation (the “Company”), and Atlantic Capital Advisors LLC, a North Carolina limited liability company (the “Manager”). The Company and the Manager are each sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Merger Agreement (as defined below). For the avoidance of doubt, any reference herein to the Company shall mean, from and after the Effective Time, the Surviving Corporation.
FIRST ADDENDUM AND AMENDMENT TO RESTRICTED STOCK AGREEMENTSHatteras Financial Corp • July 30th, 2013 • Real estate investment trusts
THIS FIRST ADDENDUM AND AMENDMENT TO RESTRICTED STOCK AGREEMENTS made this 26th day of June, 2013, by and between WILLIAM H. GIBBS, JR. (“Grantee”) and HATTERAS FINANCIAL CORP., a Maryland corporation (“Company”).
SALES AGREEMENTSales Agreement • March 5th, 2012 • Hatteras Financial Corp • Real estate investment trusts • New York
The Company and the Manager have also entered into a separate sales agreement (an “Alternative Sales Agreement”), dated as of even date herewith, with Cantor Fitzgerald & Co. (the “Alternative Agent”).
INDUCEMENT RESTRICTED STOCK AGREEMENT HATTERAS FINANCIAL CORP. MANAGEMENT ROLLOVER PLAN GRANTEE: NO. OF SHARES:Inducement Restricted Stock Agreement • August 28th, 2015 • Hatteras Financial Corp • Real estate investment trusts • North Carolina
This Inducement Restricted Stock Agreement (the “Agreement”) evidences the award of restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock of Hatteras Financial Corp., a Maryland corporation (the “Company”), granted to you, , effective as of (the “Grant Date”), pursuant to the Management Rollover Plan (the “Plan”) set forth in the Interest Purchase Agreement, dated as of June 19, 2015, by and among the Company, Wind River TRS LLC, a Delaware limited liability company (“Wind River”), each of the Sellers named therein, Pingora Holdings, L.P., a Delaware limited partnership (“Pingora”) and SCP IV Pingora AIV U.S., Inc., a Delaware corporation, and conditioned upon your agreement to the terms described below.
