TREASURY

By:_____

Name: HetM. Alli Jr.

Title: ja Stability

COMPANY: FIRST A?4ERICAN

INTERNATIONAL CORP.

By:_____________

Name: Alfonso Lau

Title: President

AUG 132010 Date:












































 

CERTIFICATE OF AMENDMENT 

OF THE CERTIFICATE OF INCORPORATION OF 

FIRST AMERICAN INTERNATIONAL CORP. 

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW 

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B. 

First American International Corp. (the “Issuer”), a corporation organized and existing under the 

laws of the State of New York, in accordance with the provisions of Sections 502(d) and 805 of 

the Business Corporation Law thereof, does hereby certify: 

The name of the Corporation is First American International Corp. 

The certificate of incorporation of the Issuer was filed in the office of the New York Department 

of State on April 27, 2004. 

The board of directors of the Issuer (the “Board of Directors”) or an applicable committee of the 

Board of Directors, in accordance with the certificate of incorporation of the Issuer and 

applicable law, adopted the following resolution on ______________, 2010 creating a series of 

_________ shares of Preferred Stock of the Issuer designated as “Fixed Rate Cumulative 

Perpetual Preferred Stock, Series B”. 

RESOLVED, that pursuant to the provisions of the certificate of incorporation of 

the Issuer and applicable law, a series of Preferred Stock, par value $0.01 per share, of the Issuer 

be and hereby is created, and that the designation and number of shares of such series, and the 

voting and other powers, preferences and relative, participating, optional or other rights, and the 

qualifications, limitations and restrictions thereof, of the shares of such series, are as follows: 

Part 1. Designation and Number of Shares. There is hereby created out of the 

authorized and unissued shares of preferred stock of the Issuer a series of preferred stock 

designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series B” (the “Designated 

Preferred Stock”). The authorized number of shares of Designated Preferred Stock shall be 

____________. 

Part 2. Standard Provisions. The Standard Provisions contained in Schedule A

attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a 

part of this Certificate of Amendment to the same extent as if such provisions had been set forth 

in full herein. 
2

Part 3. Definitions. The following terms are used in this Certificate of 

Amendment (including the Standard Provisions in Schedule A hereto) as defined below: 

(a) “Common Stock” means the common stock, par value $0.0001 per share, 

of the Issuer. 

(b) “Dividend Payment Date” means February 15, May 15, August 15 and 

November 15 of each year. 

(c) “Junior Stock” means the Common Stock, and any other class or series of 

stock of the Issuer the terms of which expressly provide that it ranks junior to Designated 

Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up 

of the Issuer. 

(d) “Liquidation Amount” means $1,000 per share of Designated Preferred 

Stock. 

(e) “Minimum Amount” means $_____________. 

(f) “Parity Stock” means any class or series of stock of the Issuer (other than 

Designated Preferred Stock) the terms of which do not expressly provide that such class or series 

will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights 

on liquidation, dissolution or winding up of the Issuer (in each case without regard to whether 

dividends accrue cumulatively or non-cumulatively). 

(g) “Signing Date” means the Original Issue Date. 

Part 4. Certain Voting Matters. Holders of shares of Designated Preferred Stock 

will be entitled to one vote for each such share on any matter on which holders of Designated 

Preferred Stock are entitled to vote, including any action by written consent. 

Schedule A 

STANDARD PROVISIONS 

FIRST AMERICAN INTERNATIONAL CORP. 

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B. 

Section 1. General Matters. Each share of Designated Preferred Stock shall be 

identical in all respects to every other share of Designated Preferred Stock. The Designated 

Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard 

Provisions that form a part of the Certificate of Amendment. The Designated Preferred Stock 

shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the 

payment of dividends and the distribution of assets in the event of any dissolution, liquidation or 

winding up of the Issuer. 
3

Section 2. Standard Definitions. As used herein with respect to Designated 

Preferred Stock: 

(a) “Affiliate” means, with respect to any person, any person directly or 

indirectly controlling, controlled by or under common control with, such other person. For 

purposes of this definition, “control” (including, with correlative meanings, the terms “controlled 

by” and “under common control with”) when used with respect to any person, means the 

possession, directly or indirectly, of the power to cause the direction of management and/or 

policies of such person, whether through the ownership of voting securities by contract or 

otherwise. 

(b) “Applicable Dividend Rate” means (i) until the first day of the first 

Dividend Period commencing on or after the eighth anniversary of the Original Issue Date, 2% 

per annum, provided, however, that if a CDFI Event shall have occurred and it or any other CDFI 

Event is continuing at all times, from and after the 180th day after the date on which the first 

CDFI Event occurred until the date on which no CDFI Events are continuing, the Applicable 

Dividend Rate shall be 5% per annum, and (ii) for any other Dividend Period, 9% per annum. 

(c) “Appropriate Federal Banking Agency” means the “appropriate Federal 

banking agency” with respect to the Issuer as defined in Section 3(q) of the Federal Deposit 

Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision. 

(d) “Business Combination” means a merger, consolidation, statutory share 

exchange or similar transaction that requires the approval of the Issuer’s stockholders. 

(e) “Business Day” means any day except Saturday, Sunday and any day on 

which banking institutions in the State of New York or the District of Columbia generally are 

authorized or required by law or other governmental actions to close. 

(f) “Bylaws” means the bylaws of the Issuer, as they may be amended from 

time to time. 

(g) “CDFI Events” means the failure by each Certified Entity at any time 

while the Designated Preferred Stock is outstanding to (i) be certified by the Community 

Development Financial Institution Fund of the United States Department of Treasury as a 

regulated community development financial institution; (ii) together with all of its Affiliates 

collectively meet the eligibility requirements of 12 C.F.R. 1805.200(b), (iii) have a primary 

mission of promoting community development, as may be determined by the United States 

Department of the Treasury from time to time, based on criteria set forth in 12 C.F.R. 

1805.201(b)(1); (iv) provide Financial Products, Development Services, and/or other similar 

financing as a predominant business activity in arm’s-length transactions; (v) serve a Target 

Market by serving one or more Investment Areas and/or Targeted Populations as may be 

determined by the United States Department of the Treasury from time to time, substantially in 

the manner set forth in 12 C.F.R. 1805.201(b)(3); (vi) provide Development Services in 

conjunction with its Financial Products, directly, through an Affiliate or through a contract with a 

third-party provider; (vii) maintain accountability to residents of the applicable Investment 

Area(s) or Targeted Population(s) through representation on its governing board of directors or 
4

otherwise; and (viii) remain a non-governmental entity which is not an agency or instrumentality 

of the United States of America, or any State or political subdivision thereof, as described in 12 

C.F.R. 1805. 201(b)(6) and within the meaning of any supplemental regulations or 

interpretations of 12 C.F.R. 1805.201(b)(6) or such supplemental regulations published by the 

Fund. For the avoidance of doubt, a CDFI Event shall not have occurred so long as at least one 

Certified Entity satisfies the requirements set forth in clauses (i) through (viii) of the preceding 

sentence, even if other Certified Entities fail to satisfy such requirements. Notwithstanding any 

other provision hereof, as used in this definition, the terms “Affiliates”; “Financial Products”; 

“Development Services”; “Target Market”; “Investment Areas”; and “Targeted Populations” 

have the meanings ascribed to such terms in 12 C.F.R. 1805.104. A CDFI Event may be waived 

in writing by the holders of a majority of the Designated Preferred Stock then outstanding. 

(h) “Certificate of Amendment” means the Certificate of Amendment or 

comparable instrument relating to the Designated Preferred Stock, of which these Standard 

Provisions form a part, as it may be amended from time to time. 

(i) “Certified Entity” means the Issuer or, if the Issuer itself has not been 

certified by the Community Development Financial Institution Fund as a regulated community 

development financial institution (“CDFI”), each Affiliate of the Issuer that has been certified by 

the CDFI and is specified on Schedule A of the that certain letter agreement by and between 

Issuer and the United States Department of the Treasury. 

(j) “Charter” means the Issuer’s certificate or articles of incorporation, 

articles of association, or similar organizational document. 

(k) “Dividend Period” has the meaning set forth in Section 3(a). 

(l) “Dividend Record Date” has the meaning set forth in Section 3(a). 

(m) “GAAP” means the generally accepted accounting principles in the United 

States. 

(n) “Issuer Subsidiary” means any subsidiary of the Issuer. 

(o) “Liquidation Preference” has the meaning set forth in Section 4(a). 

(p) “Original Issue Date” means the date on which shares of Designated 

Preferred Stock are first issued. 

(q) “Preferred Director” has the meaning set forth in Section 7(b). 

(r) “Preferred Stock” means any and all series of preferred stock of the Issuer, 

including the Designated Preferred Stock. 

(s) “Share Dilution Amount” means the increase in the number of diluted 

shares outstanding (determined in accordance with GAAP, and as measured from the date of the 

Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from 
5

the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted 

for any stock split, stock dividend, reverse stock split, reclassification or similar transaction. 

(t) “Standard Provisions” mean these Standard Provisions that form a part of 

this Certificate of Amendment relating to the Designated Preferred Stock. 

(u) “Voting Parity Stock” means, with regard to any matter as to which the 

holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) 

of these Standard Provisions that form a part of the Certificate of Amendment, any and all series 

of Parity Stock upon which like voting rights have been conferred and are exercisable with 

respect to such matter. 

Section 3. Dividends. 

(a) Rate. Holders of Designated Preferred Stock shall be entitled to receive, 

on each share of Designated Preferred Stock if, as and when declared by the Board of Directors 

or any duly authorized committee of the Board of Directors, but only out of assets legally 

available therefor, cumulative cash dividends with respect to each Dividend Period (as defined 

below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount 

per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for 

any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends 

shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each 

subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and 

until the first Dividend Payment Date for such other dividends has passed without such other 

dividends having been paid on such date) and shall be payable quarterly in arrears on each 

Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at 

least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment 

Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that 

date will be postponed to the next day that is a Business Day and no additional dividends will 

accrue as a result of that postponement. The period from and including any Dividend Payment 

Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that 

the initial Dividend Period shall be the period from and including the Original Issue Date to, but 

excluding, the next Dividend Payment Date. 

Dividends that are payable on Designated Preferred Stock in respect of any 

Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day 

months. The amount of dividends payable on Designated Preferred Stock on any date prior to the 

end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 

360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. 

Dividends that are payable on Designated Preferred Stock on any Dividend 

Payment Date will be payable to holders of record of Designated Preferred Stock as they appear 

on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar 

day immediately preceding such Dividend Payment Date or such other record date fixed by the 

Board of Directors or any duly authorized committee of the Board of Directors that is not more 

than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record 
6

Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether 

or not such day is a Business Day. 

Holders of Designated Preferred Stock shall not be entitled to any dividends, 

whether payable in cash, securities or other property, other than dividends (if any) declared and 

payable on Designated Preferred Stock as specified in this Section 3 (subject to the other 

provisions of the Certificate of Amendment). 

(b) Priority of Dividends. So long as any share of Designated Preferred Stock 

remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock 

or any other shares of Junior Stock (other than dividends payable solely in shares of Common 

Stock) or Parity Stock, subject to Section 3(c) below and the immediately following paragraph in 

the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or 

indirectly, purchased, redeemed or otherwise acquired for consideration by the Issuer or any of 

its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including 

the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, 

dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or 

are contemporaneously declared and paid in full (or have been declared and a sum sufficient for 

the payment thereof has been set aside for the benefit of the holders of shares of Designated 

Preferred Stock on the applicable record date). 

When dividends are not paid (or declared and a sum sufficient for payment 

thereof set aside for the benefit of the holders thereof on the applicable record date) on any 

Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different 

from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period 

related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares 

of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock 

and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend 

payment dates different from the Dividend Payment Dates, on a dividend payment date falling 

within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so 

that the respective amounts of such dividends declared shall bear the same ratio to each other as 

all accrued and unpaid dividends per share on the shares of Designated Preferred Stock 

(including, if applicable as provided in Section 3(a) above, dividends on such amount) and all 

Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having 

dividend payment dates different from the Dividend Payment Dates, on a dividend payment date 

falling within the Dividend Period related to such Dividend Payment Date) (subject to their 

having been declared by the Board of Directors or a duly authorized committee of the Board of 

Directors out of legally available funds and including, in the case of Parity Stock that bears 

cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of 

Directors or a duly authorized committee of the Board of Directors determines not to pay any 

dividend or a full dividend on a Dividend Payment Date, the Issuer will provide written notice to 

the holders of Designated Preferred Stock prior to such Dividend Payment Date. 

Subject to the foregoing and Section 3(c) below, and not otherwise, such 

dividends (payable in cash, securities or other property) as may be determined by the Board of 

Directors or any duly authorized committee of the Board of Directors may be declared and paid 

on any securities, including Common Stock and other Junior Stock, from time to time out of any 
7

funds legally available for such payment, and holders of Designated Preferred Stock shall not be 

entitled to participate in any such dividends. 

(c) Restriction on Dividends. So long as any share of Designated Preferred Stock 

remains outstanding, neither the Issuer nor any Issuer Subsidiary shall, declare or pay any 

dividend or make any distribution on Common Stock, Junior Stock, Parity Stock or other capital 

stock or other equity securities of any kind of the Issuer or any Issuer Subsidiary (other than (i) 

regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend 

per share declared or, if lower, announced to its holders of Common Stock an intention to 

declare, on the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock 

dividend, reverse stock split, reclassification or similar transaction, (ii) dividends payable solely 

in shares of Common Stock, (iii) regular dividends on shares of preferred stock in accordance 

with the terms thereof and which are permitted under the terms of this Section 3, (iv) dividends 

or distributions by any wholly-owned Issuer Subsidiary, (v) dividends or distributions by any 

Issuer Subsidiary required pursuant to binding contractual agreements entered into prior to 

November 17, 2008, or (vi) in the case of pari passu Preferred Stock, dividends payable on a pro 

rata basis with Designated Preferred Stock), unless all accrued and unpaid dividends for all past 

Dividend Periods, including the latest completed Dividend Period (including, if applicable as 

provided in Section 3(a) above, dividends on such amount), on all outstanding shares of 

Designated Preferred Stock have been or are contemporaneously declared and paid in full (or 

have been declared and a sum sufficient for the payment thereof has been set aside for the benefit 

of the holders of shares of Designated Preferred Stock on the applicable record date). 

So long as any share of Designated Preferred Stock remains outstanding, neither 

the Issuer nor any Issuer Subsidiary shall, (x) pay any per share dividend or distribution on 

Common Stock, Junior Stock, Parity Stock or other capital stock or other equity securities of any 

kind of the Issuer at a rate that is in excess of 100% of the aggregate per share dividends and 

distributions for the immediately prior fiscal year (other than regular dividends on shares of 

preferred stock in accordance with the terms thereof and which are permitted under the terms of 

this Section 3); provided that no increase in the aggregate amount of dividends or distributions 

on Common Stock shall be permitted for any twelve (12) month period, including, without 

limitation, as a result of any dividends or distributions paid in shares of Common Stock, any 

stock split or any similar transaction or (y) pay aggregate dividends or distributions on capital 

stock or other equity securities of any kind of any Issuer Subsidiary that is in excess of 100% of 

the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in 

the case of this clause (y), (1) regular dividends on shares of preferred stock in accordance with 

the terms thereof and which are permitted under the terms of this Section 3, (2) dividends or 

distributions by any wholly-owned Issuer Subsidiary, (3) dividends or distributions by any Issuer 

Subsidiary required pursuant to binding contractual agreements entered into prior to 

November 17, 2008 or (4) dividends or distributions on newly issued shares of capital stock for 

cash or other property). 

Section 4. Liquidation Rights. 

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, 

dissolution or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders 

of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred 
8

Stock, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for 

distribution to stockholders of the Issuer, subject to the rights of any creditors of the Issuer, 

before any distribution of such assets or proceeds is made to or set aside for the holders of 

Common Stock and any other stock of the Issuer ranking junior to Designated Preferred Stock as 

to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount 

per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as 

provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date 

of payment (such amounts collectively, the “Liquidation Preference”). 

(b) Partial Payment. If in any distribution described in Section 4(a) above the 

assets of the Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with 

respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts 

payable with respect of any other stock of the Issuer ranking equally with Designated Preferred 

Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other 

stock shall share ratably in any such distribution in proportion to the full respective distributions 

to which they are entitled. 

(c) Residual Distributions. If the Liquidation Preference has been paid in full 

to all holders of Designated Preferred Stock and the corresponding amounts payable with respect 

of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such 

distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to 

receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights 

and preferences. 

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes 

of this Section 4, the merger or consolidation of the Issuer with any other corporation or other 

entity, including a merger or consolidation in which the holders of Designated Preferred Stock 

receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, 

securities or other property) of all or substantially all of the assets of the Issuer, shall not 

constitute a liquidation, dissolution or winding up of the Issuer. 

Section 5. Redemption. 

(a) Optional Redemption. The Issuer, at its option, subject to the approval of 

the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from 

time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at 

the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price 

equal to the sum of (i) the Liquidation Amount per share and (ii) any accrued and unpaid 

dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) 

(regardless of whether any dividends are actually declared) to, but excluding, the date fixed for 

redemption. 

The redemption price for any shares of Designated Preferred Stock shall be 

payable on the redemption date to the holder of such shares against surrender of the certificate(s) 

evidencing such shares to the Issuer or its agent. Any declared but unpaid dividends payable on a 

redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall 

not be paid to the holder entitled to receive the redemption price on the redemption date, but 
9

rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date 

relating to the Dividend Payment Date as provided in Section 3 above. 

(b) No Sinking Fund. The Designated Preferred Stock will not be subject to 

any mandatory redemption, sinking fund or other similar provisions. Holders of Designated 

Preferred Stock will have no right to require redemption or repurchase of any shares of 

Designated Preferred Stock. 

(c) Notice of Redemption. Notice of every redemption of shares of 

Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the 

holders of record of the shares to be redeemed at their respective last addresses appearing on the 

books of the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the 

date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively 

presumed to have been duly given, whether or not the holder receives such notice, but failure 

duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any 

holder of shares of Designated Preferred Stock designated for redemption shall not affect the 

validity of the proceedings for the redemption of any other shares of Designated Preferred Stock. 

Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry 

form through The Depository Trust Company or any other similar facility, notice of redemption 

may be given to the holders of Designated Preferred Stock at such time and in any manner 

permitted by such facility. Each notice of redemption given to a holder shall state: (1) the 

redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if 

less than all the shares held by such holder are to be redeemed, the number of such shares to be 

redeemed from such holder; (3) the redemption price; and (4) the place or places where 

certificates for such shares are to be surrendered for payment of the redemption price. 

(d) Partial Redemption. In case of any redemption of part of the shares of 

Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected 

either pro rata or in such other manner as the Board of Directors or a duly authorized committee 

thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of 

Directors or a duly authorized committee thereof shall have full power and authority to prescribe 

the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed 

from time to time. If fewer than all the shares represented by any certificate are redeemed, a new 

certificate shall be issued representing the unredeemed shares without charge to the holder 

thereof. 

(e) Effectiveness of Redemption. If notice of redemption has been duly given 

and if on or before the redemption date specified in the notice all funds necessary for the 

redemption have been deposited by the Issuer, in trust for the pro rata benefit of the holders of 

the shares called for redemption, with a bank or trust company doing business in the Borough of 

Manhattan, The City of New York, and having a capital and surplus of at least $500 million and 

selected by the Board of Directors, so as to be and continue to be available solely therefor, then, 

notwithstanding that any certificate for any share so called for redemption has not been 

surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on 

all shares so called for redemption, all shares so called for redemption shall no longer be deemed 

outstanding and all rights with respect to such shares shall forthwith on such redemption date 

cease and terminate, except only the right of the holders thereof to receive the amount payable on 
10

such redemption from such bank or trust company, without interest. Any funds unclaimed at the 

end of three years from the redemption date shall, to the extent permitted by law, be released to 

the Issuer, after which time the holders of the shares so called for redemption shall look only to 

the Issuer for payment of the redemption price of such shares. 

(f) Status of Redeemed Shares. Shares of Designated Preferred Stock that are 

redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued 

shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock 

may be reissued only as shares of any series of Preferred Stock other than Designated Preferred 

Stock). 

Section 6. Conversion. Holders of Designated Preferred Stock shares shall have 

no right to exchange or convert such shares into any other securities. 

Section 7. Voting Rights. 

(a) General. The holders of Designated Preferred Stock shall not have any 

voting rights except as set forth below or as otherwise from time to time required by law. 

(b) Preferred Stock Directors. Whenever, at any time or times, dividends 

payable on the shares of Designated Preferred Stock have not been paid for an aggregate of eight 

quarterly Dividend Periods or more, whether or not consecutive, the authorized number of 

directors of the Issuer shall automatically be increased by two and the holders of the Designated 

Preferred Stock shall have the right, with holders of shares of any one or more other classes or 

series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two 

directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill such 

newly created directorships at the Issuer’s next annual meeting of stockholders (or at a special 

meeting called for that purpose prior to such next annual meeting) and at each subsequent annual 

meeting of stockholders until dividends payable on all outstanding shares of Designated 

Preferred Stock have been declared and paid in full for four consecutive quarterly Dividend 

Period (and which shall include all accrued and unpaid dividends for all past Dividend Periods, 

including the latest completed Dividend Period (including, if applicable as provided in Section 

3(a) above, dividends on such amount)), at which time such right shall terminate with respect to 

the Designated Preferred Stock, except as herein or by law expressly provided, subject to 

revesting in the event of each and every subsequent default of the character above mentioned; 

provided that it shall be a qualification for election for any Preferred Director that the election of 

such Preferred Director shall not cause the Issuer to violate any corporate governance 

requirements of any securities exchange or other trading facility on which securities of the Issuer 

may then be listed or traded that listed or traded companies must have a majority of independent 

directors. Upon any termination of the right of the holders of shares of Designated Preferred 

Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred 

Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then 

in office shall terminate immediately and the authorized number of directors shall be reduced by 

the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be 

removed at any time, with or without cause, and any vacancy created thereby may be filled, only 

by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at 

the time outstanding voting separately as a class together with the holders of shares of Voting 
11

Parity Stock, to the extent the voting rights of such holders described above are then exercisable. 

If the office of any Preferred Director becomes vacant for any reason other than removal from 

office as aforesaid, the remaining Preferred Director may choose a successor who shall hold 

office for the unexpired term in respect of which such vacancy occurred. 

(c) Class Voting Rights as to Particular Matters. So long as any shares of 

Designated Preferred Stock are outstanding, in addition to any other vote or consent of 

stockholders required by law or by the Charter, the vote or consent of the holders of at least 66 

2/3% of the shares of Designated Preferred Stock at the time outstanding, voting as a separate 

class, given in person or by proxy, either in writing without a meeting or by vote at any meeting 

called for the purpose, shall be necessary for effecting or validating: 

(i) Authorization of Senior Stock. Any amendment or alteration of the 

Certificate of Amendment for the Designated Preferred Stock or the Charter to authorize 

or create or increase the authorized amount of, or any issuance of, any shares of, or any 

securities convertible into or exchangeable or exercisable for shares of, any class or series 

of capital stock of the Issuer ranking senior to Designated Preferred Stock with respect to 

either or both the payment of dividends and/or the distribution of assets on any 

liquidation, dissolution or winding up of the Issuer; 

(ii) Amendment of Designated Preferred Stock. Any amendment, alteration 

or repeal of any provision of the Certificate of Amendment for the Designated Preferred 

Stock or the Charter (including, unless no vote on such merger or consolidation is 

required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a 

merger, consolidation or otherwise) so as to adversely affect the rights, preferences, 

privileges or voting powers of the Designated Preferred Stock; or 

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any 

consummation of a binding share exchange or reclassification involving the Designated 

Preferred Stock, or of a merger or consolidation of the Issuer with another corporation or 

other entity, unless in each case (x) the shares of Designated Preferred Stock remain 

outstanding or, in the case of any such merger or consolidation with respect to which the 

Issuer is not the surviving or resulting entity, are converted into or exchanged for 

preference securities of the surviving or resulting entity or its ultimate parent, and 

(y) such shares remaining outstanding or such preference securities, as the case may be, 

have such rights, preferences, privileges and voting powers, and limitations and 

restrictions thereof, taken as a whole, as are not materially less favorable to the holders 

thereof than the rights, preferences, privileges and voting powers, and limitations and 

restrictions thereof, of Designated Preferred Stock immediately prior to such 

consummation, taken as a whole; 

provided, however, that for all purposes of this Section 7(c), any increase in the amount of the 

authorized Preferred Stock, including any increase in the authorized amount of Designated 

Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other 

persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or 

issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series 

of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other 
12

series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with 

respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) 

and the distribution of assets upon liquidation, dissolution or winding up of the Issuer will not be 

deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not 

require the affirmative vote or consent of, the holders of outstanding shares of the Designated 

Preferred Stock. 

(d) Changes after Provision for Redemption. No vote or consent of the holders 

of Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to 

the time when any such vote or consent would otherwise be required pursuant to such Section, 

all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have 

been called for redemption upon proper notice and sufficient funds shall have been deposited in 

trust for such redemption, in each case pursuant to Section 5 above. 

(e) Procedures for Voting and Consents. The rules and procedures for calling 

and conducting any meeting of the holders of Designated Preferred Stock (including, without 

limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies 

at such a meeting, the obtaining of written consents and any other aspect or matter with regard to 

such a meeting or such consents shall be governed by any rules of the Board of Directors or any 

duly authorized committee of the Board of Directors, in its discretion, may adopt from time to 

time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, 

and applicable law and the rules of any national securities exchange or other trading facility on 

which Designated Preferred Stock is listed or traded at the time. 

Section 8. Restriction on Repurchases. So long as any share of Designated 

Preferred Stock remains outstanding, neither the Issuer nor any Issuer Subsidiary shall, redeem, 

purchase or acquire any shares of Common Stock, Junior Stock, Parity Stock or other capital 

stock or other equity securities of any kind of the Issuer or any Issuer Subsidiary, or any trust 

preferred securities issued by the Issuer or any Affiliate of the Issuer, (other than (i) redemptions, 

purchases, repurchases or other acquisitions of the Designated Preferred Stock and (ii) 

repurchases of Junior Stock or Common Stock in connection with the administration of any 

employee benefit plan in the ordinary course of business (including purchases to offset any Share 

Dilution Amount pursuant to a publicly announced repurchase plan) and consistent with past 

practice; provided that any purchases to offset the Share Dilution Amount shall in no event 

exceed the Share Dilution Amount, (iii) the acquisition by the Issuer or any of the Issuer 

Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of 

any other persons (other than the Issuer or any other Issuer Subsidiary), including as trustees or 

custodians, (iv) the exchange or conversion of Junior Stock for or into other Junior Stock or of 

Parity Stock or trust preferred securities for or into other Parity Stock (with the same or lesser 

aggregate liquidation amount) or Junior Stock, in each case set forth in this clause (iv), solely to 

the extent required pursuant to binding contractual agreements entered into prior to the Signing 

Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof 

for Common Stock, (v) redemptions of securities held by the Issuer or any wholly-owned Issuer 

Subsidiary or (vi) redemptions, purchases or other acquisitions of capital stock or other equity 

securities of any kind of any Issuer Subsidiary required pursuant to binding contractual 

agreements entered into prior to November 17, 2008), unless all accrued and unpaid dividends 

for all past Dividend Periods, including the latest completed Dividend Period (including, if 
13

applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding 

shares of Designated Preferred Stock have been or are contemporaneously declared and paid in 

full (or have been declared and a sum sufficient for the payment thereof has been set aside for the 

benefit of the holders of shares of Designated Preferred Stock on the applicable record date). 

Section 9. Record Holders. To the fullest extent permitted by applicable law, the 

Issuer and the transfer agent for Designated Preferred Stock may deem and treat the record 

holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all 

purposes, and neither the Issuer nor such transfer agent shall be affected by any notice to the 

contrary. 

Section 10. Notices. All notices or communications in respect of Designated 

Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first 

class mail, postage prepaid, or if given in such other manner as may be permitted in this 

Certificate of Amendment, in the Charter or Bylaws or by applicable law. Notwithstanding the 

foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The 

Depository Trust Company or any similar facility, such notices may be given to the holders of 

Designated Preferred Stock in any manner permitted by such facility. 

Section 11. No Preemptive Rights. No share of Designated Preferred Stock shall 

have any rights of preemption whatsoever as to any securities of the Issuer, or any warrants, 

rights or options issued or granted with respect thereto, regardless of how such securities, or such 

warrants, rights or options, may be designated, issued or granted. 

Section 12. Replacement Certificates. The Issuer shall replace any mutilated 

certificate at the holder’s expense upon surrender of that certificate to the Issuer. The Issuer shall 

replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to 

the Issuer of reasonably satisfactory evidence that the certificate has been destroyed, stolen or 

lost, together with any indemnity that may be reasonably required by the Issuer. 

Section 13. Other Rights. The shares of Designated Preferred Stock shall not 

have any rights, preferences, privileges or voting powers or relative, participating, optional or 

other special rights, or qualifications, limitations or restrictions thereof, other than as set forth 

herein or in the Charter or as provided by applicable law. 

IN WITNESS WHEREOF, First American International Corp. has caused this Certificate of 

Amendment to be signed by Alfonso Lau, its President, this ___ day of July, 2010. 

 First American International Corp. 

 

 

 Name: Alfonso Lau 

 Title: President 
























 

SCHEDULE C 

MATERIAL ADVERSE EFFECT

List any exceptions to the representation and warranty in Section 3.6 of the Exchange Agreement 

– Standard Terms. 

If none, please so indicate by checking the box: ⌧. 
 

SCHEDULE D 

LITIGATION

List any exceptions to the representation and warranty in Section 3.10 of the Exchange 

Agreement – Standard Terms. 

If none, please so indicate by checking the box: ⌧. 
 

SCHEDULE E 

COMPLIANCE WITH LAWS

List any exceptions to the representation and warranty in the second sentence of Section 3.11 of 

the Exchange Agreement– Standard Terms. 

If none, please so indicate by checking the box: ⌧. 

List any exceptions to the representation and warranty in the last sentence of Section 3.11 of the 

Exchange Agreement – Standard Terms. 

If none, please so indicate by checking the box: ⌧. 
 

SCHEDULE F 

REGULATORY AGREEMENTS