SECOND AMENDMENT TO RIGHTS AGREEMENT

 

This Second Amendment (the “Amendment”) to the Rights Agreement, dated as of March __, 2006, as amended (the “Agreement”), by and between Vestin Realty Mortgage I, Inc., a Maryland corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc. (formerly StockTrans, Inc.), as rights agent (the “Rights Agent”), is entered into as of July 9, 2012, by and between the Company and the Rights Agent.

 

 

 

WHEREAS, the Company and the Rights Agent are parties to the Agreement, which Agreement is currently governed by Delaware law; and

 

WHEREAS, the Company’s Board of Directors has determined that it is advisable and in the best interests of the Company for the Agreement to be governed by Maryland law to conform to the Company’s state of incorporation;

 

WHEREAS, the Company’s Board of Directors has determined that it is advisable and in the best interests of the Company to amend the Agreement in order that Vestin Realty Mortgage II, Inc., a Maryland corporation (“VRM II”), will be an Exempt Person (as that term is defined in the Agreement).

 

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set out and of other consideration (the receipt and sufficiency of which are acknowledged), the parties hereto agree as follows:

 

1.           Definitions.  Except as otherwise indicated herein or unless the context otherwise requires, capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.

 

2.           Rights Agent.  All references to “StockTrans, Inc.” shall be amended to read “Broadridge Corporate Issuer Solutions, Inc.” and all references to the address of the Rights Agent shall be amended to read “1717 Arch Street, Suite 1300, Philadelphia, Pennsylvania 19103.”

 

3.           Amendment to Section 1.  The definition of “Acquiring Person” set forth in Section 1(a) of the Agreement is hereby amended by deleting clause (i)(B) thereof and inserting in place thereof the following:

 

“(B)           Any Subsidiary of the Company, Vestin Realty Mortgage II, Inc., a Maryland corporation (“Vestin II”), and any Subsidiary of Vestin II;”

 

4.           Amendment to Section 31.  Section 31 of the Agreement is hereby amended, restated and replaced in its entirety with the following:

 

“Section 31.  Governing Law.  This Agreement, each Right and each Rights Certificate issued hereunder shall be governed by, and construed in accordance with, the laws of the State of Maryland applicable to contracts executed in and to be performed entirely in such State.”

 

5.           Miscellaneous.

 

a.           Except as expressly modified hereby, the Agreement remains in full force and effect.  Upon the execution and delivery hereof, as of the day and year first above written, the Agreement shall thereupon be deemed to be amended as hereinabove set forth as fully and with the same effect as if the amendments made hereby were originally set forth in the Agreement, and this Amendment and the Agreement shall henceforth be read, taken and construed as one and the same instrument, but such amendments shall not operate so as to render invalid or improper any action heretofore taken under the Agreement.

 

b.           Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

 

c.           This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same agreement.  The exchange of copies of this Amendment and of signature pages by facsimile or electronic transmission shall constitute effective execution and delivery of this Amendment as to the parties hereto and may be used in lieu of the original Amendment for all purposes.  Signatures of the parties hereto transmitted electronically or by facsimile shall be deemed to be their original signatures for all purposes

 

d.           This Amendment and the Agreement, as amended hereby, shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to conflicts of laws principles.

 

- Signature page follows -

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.

 

 

 

By:           /s/ Michael Shustek______________

Name:           Michael Shustek

Title:           CEO, President and Secretary

 

 

 

By:           /s/ Peter Breen__________________

 

Name: Peter Breen

 

Title:           G.M.