Hatteras Financial Corp – 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, 2016 (April 11th, 2016)
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."