HATTERAS FINANCIAL CORP. (a Maryland corporation) [ ] Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENTPurchase Agreement • December 8th, 2008 • 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 Keefe, Bruyette & Woods, Inc., Banc of America 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 Keefe, Bruyette & Woods, Inc. and Banc of America 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 [ ] shares of common stock, par value $0.001 per share, of the Company (“Common Stock”), including [ ] shares to be purchased by the Manager and certain executive officers of the Manager from the Underwriters or their affiliates (the “Man
