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, 2016Merger Agreement • 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.”
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.
