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.
MANAGEMENT AGREEMENTManagement Agreement • February 20th, 2008 • Hatteras Financial Corp • North Carolina
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 5th day of November, 2007 (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”).
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. 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”).
