0001327603-12-000023 Sample Contracts

FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • July 13th, 2012 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Delaware

This First Amendment (the “Amendment”) to the Rights Agreement, dated as of March __, 2006 (the “Agreement”), by and between Vestin Realty Mortgage II, 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.

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SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • July 13th, 2012 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Maryland

This Second Amendment (the “Amendment”) to the Rights Agreement, dated as of March __, 2006, as amended (the “Agreement”), by and between Vestin Realty Mortgage II, 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.

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