Amended and Restated Registration Rights Agreement



 Exhibit 4.04 
  
 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
  
 This Amended and Restated Registration Rights Agreement (the “Agreement”) is entered into on September 29, 2004
and effective as of July 1, 2004 by and between United PanAm Financial Corp., a California corporation (the “Company”), BVG West Corp., a California corporation (the “General Partner”) and Pan American Financial, L.P., a Delaware
limited partnership (the “Partnership”), with respect to the facts and circumstances recited below: 
  
 RECITALS 
  
 WHEREAS, the Partnership was formed in 1994 for the sole purpose of owning and holding shares of the Company’s common stock, no par value per share (the “Common Stock”), and, as of September 30, 2003, was the record owner of
8,681,250 shares of the Company’s Common Stock; 
  
 WHEREAS,
the Partnership is in the process of being dissolved, and, in connection with that dissolution and the subsequent liquidation, the Partnership entered into a trust agreement with Guillermo Bron, as trustee (the “Trustee”) creating the
PAFLP Liquidating Trust, a trust created under Delaware law (the “Liquidating Trust”) for the sole purpose of effecting an underwritten offering of up to 4,500,000 shares of the Company’s Common Stock; 
  
 WHEREAS, the Company and the Trustee thereafter entered into a Registration
Rights Agreement dated as of November 11, 2003 (the “Original Agreement”) pursuant to which, on November 13, 2002, the Company filed a registration statement (the “Original Registration Statement”) with the Securities and
Exchange Commission on Form S-3 (File No. 333-110478), as amended by Amendment No. 1 on April 6, 2004, which proposed to register 2,200,000 shares of the Company’s Common Stock; 
  
 WHEREAS, the Original Agreement granted certain registration rights to the Liquidating Trust, including the right to assign
such registration rights under specified circumstances; 
  
 WHEREAS, and the Partnership and the Liquidating Trust determined that, in order to facilitate the offering described in the Original Registration Statement, that the offering should be conducted directly by the Partnership rather than
through the Liquidating Trust; 
  
 WHEREAS, on March 9, 2004, the
Company, the General Partner, the Partnership and the Trustee entered into an Amendment of Agreement and Assignment of Registration Rights (the “Amendment”) pursuant to which the Liquidating Trust transferred and assigned the registration
rights under the Original Agreement to the Partnership; 
  
 WHEREAS, thereafter, the Original Registration Statement was amended to reflect the terms of the Amendment; 
  
 WHEREAS, thereafter, the Company began the process of shifting the funding source of its businesses and implementing a plan to exit the federal thrift
charter of its wholly-owned subsidiary, Pan American Bank FSB; 
  

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 WHEREAS, thereafter, the Company’s Board of Directors discussed and analyzed the proposed public
offering described in the Original Registration Statement occurring concurrently with the Company’s plan to exit the federal thrift charter and determined that it would be seriously detrimental to the Company and its shareholders to continue
with the Original Registration Statement at that time; 
  
 WHEREAS, on June 28, 2004, the Company notified the General Partner and the Partnership that, in the good faith judgement of the Company’s Board of Directors it would be seriously detrimental to the Company and its shareholders to
continue the proposed public offering described in the Original Registration Statement; 
  
 WHEREAS, on June 28, 2004, the General Partner and the Partnership agreed to the withdrawal of the Original Registration Statement; 
  
 WHEREAS, on June 28, 2004, the Company filed an application with the Securities and Exchange Commission on Form RW to
withdraw the Original Registration Statement and all exhibits thereto; 
  
 WHEREAS, in consideration for the General Partner and the Partnership agreeing to the withdrawal of the Original Registration Statement, the Company, the General Partner and the Partnership desire that the Company will pay certain
registration expenses and desire to extend certain termination dates; 
  
 WHEREAS, the Company, the Partnership and the General Partner desire to enter into this Amended and Restated Registration Rights Agreement, to reflect changes of the Amendment and to include the registration expenses and extension of
termination dates; 
  
 NOW, THEREFORE, in accordance with the
foregoing recitals, and as consideration for the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Company, the General Partner and the
Partnership hereby agree as follows: 
  
 AGREEMENT

  
 1. Registration Rights. 
  
 1.01 Definitions. As used in this Agreement, the following terms shall
have the following respective meanings: 
  
 (a) “1933
Act” means the Securities Act of 1933, as amended. 
  
 (b)
“1934 Act” means the Securities Exchange Act of 1934, as amended. 
  
 (c) “Common Stock” means the Company’s Common Stock. 
  

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 (d) “Form S-3” means such form under the 1933 Act as in effect on the date hereof or any
registration form under the 1933 Act subsequently adopted by the Securities and Exchange Commission which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC. 
  
 (e) The terms “register,” “registered” and
“registration” refer to an underwritten registration effected by preparing and filing a registration statement or similar document in compliance with the 1933 Act, and the declaration or ordering of the effectiveness of such registration
statement or document by the SEC. 
  
 (f) The term
“Registrable Securities” means: (i) up to 4,500,000 shares of the Company’s Common Stock owned by the Partnership; and (ii) any securities of the Company issued (or issuable upon the conversion or exercise of any warrant, right or
other security which is issued) by way of a stock split, stock dividend, recapitalization, merger or other distribution with respect to, or in exchange for, or in replacement of, such Common Stock referred to in (i) above; provided,
however, that any Registrable Securities sold by a person in a public transaction pursuant to a registered offering under the 1933 Act or pursuant to Rule 144 promulgated thereunder, or in a private transaction in which its rights under this
Section 1 are not assigned, cease to be Registrable Securities. 
  
 (g) “SEC” shall mean the Securities and Exchange Commission. 
  
 (h) “SEC Rule 145 Transaction” shall mean any transaction described in Rule 145(a) promulgated under the 1933 Act. 
  
 1.02 Form S-3 or Form S-1 Registration. In case the Company shall receive from the General Partner a written request that the Company effect a
registration on Form S-3 (or any similar successor form) (or if Form S-3 is not available to the Company, on Form S-1 (or any similar successor form)) and any related qualification or compliance with respect to all or a part of the Registrable
Securities held by the Partnership, the Company will, as soon as practicable, but in no event more than one hundred twenty (120) days after receipt of the request of the General Partner, use commercially reasonable efforts to prepare and file with
the SEC such registration on Form S-3 (or Form S-1 or any similar successor forms) and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the
Registrable Securities as are specified in such request; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.02: (i) except pursuant to an
underwritten offering; (ii) if the Partnership proposes to sell Registrable Securities at an aggregate price to the public of less than twelve million ($12,000,000); (iii) if the Partnership proposes to sell less than 1,500,000 Registrable
Securities; (iv) if the Company shall furnish to the General Partner a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the
Company and its shareholders for such Form S-3 (or Form S–1) registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 (or Form S–1) registration statement for a period of
not more than 120 days after receipt of the request of the 
  

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 General Partner under this Section 1.02; provided, however, that the Company may not utilize this right
more than once in any twelve (12) month period; (v) if the Company has already effected one (1) registration on Form S-3 (or Form S–1 or applicable successor forms) at the request of the General Partner, which registration has been declared
effective; or (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. 
  
 Subject to the foregoing, the Company shall file and use commercially
reasonable efforts to bring effective a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the General Partner. 

 
 1.03 Piggy-Back Registration. If (but without any obligation to do
so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Partnership or its limited partners) any of its securities under the 1933 Act in connection with the public
offering of such securities solely for cash (other than a registration (i) on Form S-4, Form S-8 or any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale
of the Registrable Securities, or (ii) with respect to an employee benefit plan, or (iii) solely in connection with a Rule 145 transaction under the 1933 Act), the Company shall, each such time, promptly give the General Partner written notice of
such registration together with a list of the jurisdictions in which the Company intends to attempt to qualify such securities under applicable state securities laws. Upon the written request of the General Partner given within twenty (20) business
days after delivery of such written notice by the Company in accordance with Section 2.03, the Company shall use commercially reasonable efforts to include in its registration and cause to be registered under the 1933 Act all of the Registrable
Securities that the General Partner has requested to be registered. 
  
 1.04 Underwriting. The Partnership shall have no right under this Agreement to registration except pursuant to an underwritten offering and the right of the Partnership to obtain registration shall be conditioned upon the
Partnership’s participation in the underwriting arrangements required by this Section 1.04, and the inclusion of the Partnership’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided
herein. The Company shall, together with the Partnership, enter into an underwriting agreement in usual and customary form, with such terms and conditions which are satisfactory to the Company in its reasonable discretion (“Underwriting
Agreement”), with a managing underwriter selected for such underwriting by General Partner and reasonably acceptable to the Company. 
  
 Notwithstanding any other provision of this Section 1.04, if the managing underwriter advises the Company in writing that market factors require exclusion
of shares to be sold, or a limitation of the number of shares to be so sold, or a delay in the offering of the Registrable Securities, then the Company shall so advise the General Partner and the number of shares of Registrable Securities that may
be included in a registration and underwriting shall be reduced or the offering delayed. No such reduction shall reduce the securities being offered by the Company for its own account to be included in any registration and underwriting pursuant to
Section 1.03 and no such delay shall affect the Company’s rights under Section 1.02(iv). 
  

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 1.05 Obligations of the Company. Whenever required under this Section 1 to effect the registration
of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: 
  
 (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective. 
  
 (b) Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act. 
  

(c) Use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities
or blue sky laws of such jurisdictions as shall be reasonably requested by the General Partner; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or jurisdictions. 
  
 (d) Enter into and perform its obligations under the Underwriting Agreement. 
  
 (e) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the
Company are then listed including without limitation, the automated quotation system of the National Association of Securities Dealers, Inc.’s National Market System. 
  
 (f) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number
for all such Registrable Securities, in each case not later than the effective date of such registration. 
  
 1.06 Obligations of Partnership. The Company’s registration obligations under this Agreement are conditioned upon the continued accuracy of
the following representations and warranties and the performance of the following ongoing covenants of the Partnership: 
  
 (a) The Partnership is a Delaware partnership in good standing under Delaware law and has full power and authority to enter into this Agreement and to
perform the transactions contemplated hereby; this Agreement has been duly authorized, executed and delivered by the Partnership and is a legal, valid and binding agreement of the Partnership. 
  
 (b) The Partnership is not in violation of the Partnership Agreement and the
execution and delivery of this Agreement does not, and the consummation of the transactions contemplated herein and compliance with the terms of this Agreement by the Partnership will not conflict with or constitute a default under: (i) the
Partnership Agreement; or (ii) any material agreement to which the Partnership is a party or to which the properties of Partnership are bound; 
  

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 or (iii) any law, rule or regulation applicable to the Partnership; or (iv) any writ, injunction or decree of any
government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Partnership. 
  
 (c) No consent, approval, authorization or other order of any governmental authority or other third party is required in connection with the execution or
delivery by the Partnership of this Agreement or the offer and sale of the Registrable Securities, except such as may be required under the Securities Act or applicable state securities laws. 
  
 (d) There are no actions, suits or proceedings pending or to the knowledge of
the General Partner, threatened against the Partnership or the General Partner, or any affiliate thereof, at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body,
domestic or foreign, seeking to restrain or prohibit performance of this Agreement or the offer and sale of the Registrable Securities. 
  
 (e) The Partnership possesses good, valid and marketable title to the Registrable Securities, free and clear of any security interests, liens, equities,
claims, encumbrances or adverse interests of any kind; the Registrable Securities were acquired by the General Partner in a transaction or transactions which complied with applicable federal and state laws and the provisions of the Partnership
Agreement. 
  
 (f) In connection with any action pursuant to this
Section 1, the General Partner shall furnish to the Company such information regarding the Partnership, including information regarding beneficiaries of the Partnership, and information regarding the Registrable Securities held by it, and such other
and further information as shall be required to effect the registration of the Registrable Securities. In that connection, the General Partner shall be required to represent to the Company that all such information which is given is both complete
and accurate in all material respects when made. 
  
 (g) The
Partnership shall enter into and perform its obligations under the Underwriting Agreement. 
  
 1.07 Definition of Expenses. 
  
 (a) “Registration Expenses” shall mean all out-of-pocket expenses incurred by the Company in connection with the preparation, negotiation and finalization of this Agreement and in complying with Sections 1.02 and 1.03
hereof, including, without limitation, all registration, filing and qualification fees, all blue sky fees and expenses, underwriters’ expense allowances, printing expenses, fees and disbursements of counsel for the Company. 
  
 (b) “Selling Expenses” shall mean all underwriting discounts
and selling commissions and stock transfer taxes and all fees applicable to the sale of the Registrable Securities in the registration, and disbursements of any special counsel for the Partnership. 
  

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 1.08 Expenses of Registration. 
  
 (a) Selling Expenses. Regardless of whether an offering is consummated, the Partnership shall bear all Selling
Expenses attributable to the Registrable Securities. 
  
 (b)
Registration Expenses incurred on or before June 28, 2004. Regardless of whether an offering is consummated, the Partnership shall reimburse the Company for all Registration Expenses incurred on or before June 28, 2004 upon the earlier to
occur of (A) the closing of the underwritten offering or (B) December 31, 2005. Commencing December 31, 2005, the Partnership shall reimburse the Company as described in paragraph (d) of this Section 1.08. 
  
 (c) Registration Expenses incurred after June 28, 2004. Regardless of
whether an offering is consummated, (i) the Company shall pay (and will not be reimbursed by the Partnership) for 50% of the Registration Expenses incurred after June 28, 2004 up to a maximum of $100,000, and (ii) the Partnership will reimburse the
Company for any balance not covered by the Company pursuant to subparagraph (i) upon the earlier to occur of (A) the closing of the underwritten offering or (B) December 31, 2005. Commencing December 31, 2005, the Partnership shall reimburse the
Company as described in paragraph (d) of this Section 1.08. 
  
 (d) Registration Expenses Incurred After December 31, 2005. Commencing December 31, 2005, Registration Expenses incurred by the Company after that date, if any, shall be reimbursed by the Partnership to the Company periodically, upon
the 10th of each month for Registration Expenses incurred in the prior month. 
  
 (e) Underwriting Agreement. The Company’s obligations under this Agreement shall be conditioned upon the receipt of reimbursement from the Partnership as described in this Section 1.08 and, if requested by
the Company, the terms of such reimbursement shall be reflected in the Underwriting Agreement. 
  
 (f) Failure to fulfill Obligations. Notwithstanding the provisions contained in paragraphs (b) and (c) of this Section 1.08, if the Company does not fulfill its obligations under Sections 1.02 and 1.03 solely
as a result of any failure by the Company to use its commercially reasonable efforts to perform the actions which it is required to perform thereunder, or a wrongful refusal by the Company to comply with any material term or fulfill any material
condition which is applicable to it thereunder, the Company agrees in that event to reimburse the Partnership for any Registration Expenses reimbursed or reasonably incurred by it, as the case may be, in connection therewith. 
  
 1.09 Indemnification. 
  
 (a) In the event any Registrable Securities are included in a registration
statement under this Section 1, to the extent permitted by law, the Company will indemnify and hold harmless the Partnership against any losses, claims, damages, or liabilities (joint or several) to which it may become subject under the 1933 Act,
the 1934 Act or other federal or state law, 
  

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 insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon
any of the following statements, omissions or violations (collectively, a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus
or final prospectus contained therein or any amendments or supplements thereto; (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or
(iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any state securities law; and the Company will reimburse the
Partnership for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the Company’s
indemnity contained in this Section 1.09(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably
withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a breach of the Partnership’s representations, warranties, covenants and
agreements hereunder or a Violation which occurs in reliance upon and in conformity with written information furnished in writing and expressly stated for use in connection with such registration by the Partnership or its affiliates or controlling
person; provided further, however, that when the Company and the Partnership enter into an Underwriting Agreement, the indemnification provisions thereof (to the extent the provisions are inconsistent with this Section 1.09(a))
shall take precedence and control over this Section 1.09(a). 
  
 (b) In the event any Registrable Securities are included in a registration statement under this Section 1, to the extent permitted by law, the Partnership will indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the 1933 Act, any underwriter (within the meaning of the 1933 Act) for the Company, and any person who controls such underwriter
against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under the 1933 Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereto) arise out of or are based upon a breach of the Partnership’s representations, warranties, covenants and agreements hereunder, or upon any Violation, to the extent (and only to the extent) that such Violation
occurs in reliance upon and in conformity with written information furnished the Partnership expressly stated in a writing for use in connection with such registration; and the Partnership will reimburse any legal or other expenses, as incurred,
where same are reasonably incurred by any person intended to be indemnified pursuant to this Section 1.09(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this Section 1.09(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Partnership, which consent shall not
be unreasonably withheld; provided further, however, that in no event shall any indemnity under this Section 1.09(b) exceed the net proceeds received by the Partnership; 
  

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 provided further, however, that when the Company and the Partnership enter into an Underwriting
Agreement, the indemnification provisions thereof (to the extent the provisions are inconsistent with this Section 1.09(b)) shall take precedence and control over this Section 1.09(b). 
  
 (c) To the extent permitted by law, the Partnership will indemnify and hold harmless the Company, each of its directors and
officers, each person, if any, who controls the Company within the meaning of the 1933 Act, any underwriter (within the meaning of the 1933 Act) for the Company, and any person who controls such underwriter from and against any and all losses,
costs, damages, liabilities, fees (including without limitation attorneys’ fees) and expenses, to which any of the foregoing persons may become subject by reason of or in connection with any claim, demand, action or cause of action arising from
or relating to the liquidation or dissolution of Pan American Financial L.P. brought by any limited partner. The indemnity set forth in this Section 1.09(c) will not be subject to the limitations otherwise set forth in this Section 1.09. 

 
 (d) Promptly after receipt by an indemnified party under this Section 1.09
of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.09, notify the indemnifying party in
writing of the commencement thereof, and the indemnifying party shall have the right to participate in and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof
with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if the
indemnified party reasonably determines that representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any
other party represented by such counsel in such proceeding. The failure to notify an indemnifying party within a reasonable time of the commencement of any such action, to the extent prejudicial to its ability to defend such action, shall relieve
such indemnifying party of any liability to the indemnified party under this Section 1.09, but the omission so to notify the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this
Section 1.09. 
  
 (e) If the indemnification provided for in this
Section 1.09 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party
thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of
the indemnifying party, on the one hand, and of the indemnified party, on the other, in connection with that which resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent. 
  

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 1.10 Reports Under Securities Exchange Act of 1934. With a view to making available to the
Partnership the benefits of Rule 144 promulgated under the 1933 Act and any other rule or regulation of the SEC that may at any time permit the Partnership to sell securities of the Company to the public without registration, the Company agrees to:

  
 (a) file with the SEC in a timely manner all reports and
other documents required of the Company under the 1933 Act and the 1934 Act; and 
  
 (b) furnish to the General Partner, so long as the Partnership holds any Registrable Securities, forthwith upon request: (i) a written statement by the Company that it has complied with the reporting requirements of
Rule 144, the 1933 Act and the 1934 Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3; (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed
by the Company; and (iii) such other information as may be reasonably requested in order to permit the Partnership to avail itself of any rule or regulation of the SEC or any state securities authority which permits the selling of any such
securities without registration or pursuant to such form. 
  
 1.11
Assignment of Registration Rights. Registration rights pursuant to this Section 1 may be assigned by the Partnership to a transferee or assignee of such securities: (i) if such transfer is made by the Partnership of all Registrable Securities
held on behalf of the beneficiaries of the Partnership for the purpose of facilitating the liquidation and dissolution of the Partnership; and (ii) the transfer is made to one person or entity, provided, however, that the Company is,
within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee; provided further, however, that such assignment shall be effective only if the transferee agrees to be
bound by the terms and conditions of this Agreement. 
  
 1.12
“Market Stand-Off” Agreement. The Partnership agrees that, in connection with the underwritten public offering of the Company’s Common Stock, upon request of the Company or the underwriters managing such underwritten offering
of the Company’s Common Stock, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Common Stock of the Company (other than those Common Stock shares included in the registration) without
the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the underwriters and as is
agreed to by each beneficial owner of 10% or more of the Company’s Common Stock and each officer and director of the Company; provided, however, that the Partnership shall be released from any such agreement at the same time that such officers,
directors or beneficial owners may be released. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of the Liquidating Trust (and the shares of securities of every
other person subject to the foregoing restriction) until the end of such period; provided further, however, that the Company shall have no obligation other than to use its commercially reasonable efforts to obtain any similar agreement from the
limited partners if requested by such underwriters. 
  

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 1.13 Limitations on Subsequent Registration Rights. During the term of this Agreement, the Company
shall not, without the prior written consent of the Partnership, which shall not be unreasonably withheld, enter into any agreement with any holder or prospective holder of any securities of the Company which would: (i) allow such holder or
prospective holder to include such securities in any registration filed by the Company, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that this
inclusion of such holder’s securities will not reduce the amount of Registrable Securities of the Partnership which is included; (ii) permit such holder or prospective holder to require the Company to initiate any registration of any securities
of the Company; or (iii) otherwise be in conflict with the terms hereof. 
  
 1.14 Termination of the Company’s Obligations. The right of the Partnership to request registration or inclusion in any registration pursuant to this Section 1 shall terminate on the earlier to occur of
(i) March 31, 2007, which date will be extended to July 31, 2007 if the Company exercises its right to defer a demand registration under Section 1.02(iv) after December 2, 2006; or (ii) the date on which all shares of Registrable Securities held by
the Partnership can be sold in any three month period without volume restrictions under Rule 144; or (iii) upon termination of the Partnership. 
  
 2. General Provisions. 
  
 2.01 Further Assurances. Each party agrees to cooperate fully with the other parties and to execute such further instruments, documents and
agreements and to give such further written assurances, as may be reasonably requested by any other party to better evidence and reflect the transactions described herein and contemplated hereby, and to effect the intents and purposes of this
Agreement. 
  
 2.02 Rights Cumulative. Each and all of the
various rights, powers and remedies of the parties hereto shall be considered to be cumulative with and in addition to any other rights, powers and remedies which such parties may have at law or in equity in the event of the breach of any of the
terms of this Agreement. The exercise or partial exercise of any right, power or remedy shall neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party. 
  
 2.03 Notices. All notices, consents or demands of any kind which any
party to this Agreement may be required or may desire to serve on any other party hereto in connection with this Agreement shall be in writing and may be delivered by personal service or overnight courier, by telex or facsimile transfer, or by
registered or certified mail, return receipt requested, deposited in the United States mail with first-class postage thereon fully prepaid, addressed as set forth below. Service of any such notice or demand so made by mail shall be deemed complete
on the date of actual delivery as shown by the addressee’s registry or certification receipt or at the expiration of five (5) business days after the date of mailing, whichever is earlier. Any party 
  

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 hereto may from time to time by notice in writing served upon the other party as aforesaid, designate a different mailing
address or a different person to which such notices or demands are thereafter to be addressed or delivered. 
  

			
	 If to the Company:
	 	 United Pan Am Financial Corp.
 Attn: Ray Thousand, President
 3990 Westerly Place, Suite 200
 Newport Beach, CA 92660
 Facsimile: 949-224-1912
 Telephone: 949-224-1278

		
	 If to the Partnership:
	 	 BVG West Corporation, General Partner
 Attn: Guillermo Bron, President
 1901 Avenue of the Stars, Suite 970
 Los Angeles, CA 90067
 Facsimile: 310-277-7582
 Telephone: 310-788-5700


  
 2.04 Captions.
Captions are provided herein for convenience only and they form no part of this Agreement and are not to serve as a basis for interpretation or construction of this Agreement, nor as evidence of the intention of the parties hereto. 
  
 2.05 Severability. The invalidity, in whole or in part, of any
provision of this Agreement shall not affect the validity or enforceability of any other of its provisions. If one or more provisions hereof shall be so declared invalid or unenforceable, the remaining provisions shall remain in full force and
effect and shall be construed in the broadest possible manner to effectuate the purposes hereof. The parties further agree to replace such void or unenforceable provisions of this Agreement with valid and enforceable provisions which will achieve,
to the extent possible, the economic, business and other purposes of the void or unenforceable provisions. 
  
 2.06 Attorneys’ Fees. In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful
party to such litigation, as determined by the court in a final judgment or decree, shall pay the successful party all reasonable costs, expenses and attorneys’ fees incurred by the successful party (including, without limitation, costs,
expenses and fees on any appeal) with respect to such action. 
  
 2.07 Counterparts; Facsimile. This Agreement may be executed in separate counterparts and in facsimile, each of which shall be deemed an original, and when executed, separately or together, shall constitute a single original
instrument, effective in the same manner as if the parties hereto had executed one and the same instrument. 
  
 2.08 Waiver. No waiver of any term, provision or condition herein, whether by conduct or otherwise, in any one or more instances, shall be deemed
to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition hereof. 
  

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 2.09 Entire Agreement. This Agreement is intended by the parties hereto to be the final expression
of their agreement and constitutes and embodies the entire agreement and understanding of the parties with regard to the subject matter hereof, and is a complete and exclusive statement of the terms and conditions hereof, and shall supersede any and
all prior correspondence, conversations, negotiations, agreements or understandings relating to the same subject. 
  
 2.10 Governing Law. It is the intention of the parties that the internal laws of the State of California (irrespective of its choice of law
principles) shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties. 
  
 2.11 Successors and Assigns; No Third Party Beneficiaries. This Agreement and all of its terms, conditions and covenants are intended to be fully
effective and binding, to the extent permitted by law, upon and inure solely to the benefit of each party hereto and their respective heirs, executors, administrators, successors and permitted assigns, and nothing in this Agreement, express or
implied, is intended to confer upon any other person, including beneficiaries of the Partnership, any rights or remedies of any nature whatsoever under or by reason of this Agreement. 
  
 2.12 Amendment. This Agreement may not be modified, amended, altered or changed in any respect whatsoever except by
further agreement in writing, duly executed by all parties hereto. No oral statements or representations made after the date of this Agreement by either party hereto are binding on such party, and neither party hereto shall have the right to rely on
such oral statements or representations. 
  
 2.13 Choice of
Forum. Any judicial proceeding brought by any party hereto as a result of a dispute or controversy arising out of or related to this Agreement shall be commenced in courts located within Los Angeles County, California. All parties hereto agree
to submit to the jurisdiction of the federal and state courts located within such county in the event of such a dispute or controversy. 
  
 2.14 Assignment. Neither this Agreement nor any of the rights, interests or obligations of either party hereto arising under this Agreement may be
assigned by either party hereto without the prior written consent of the other party hereto. 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Registration Rights
Agreement with the intent and agreement that the same shall be effective as of the day and year first above written. 
  

					
	COMPANY:	 	UNITED PAN AM FINANCIAL CORP.
			
	 	 	By:	 	 /s/ Ray Thousand


	 	 	 	 	Ray Thousand, Chief Executive Officer and President
		
	GENERAL PARTNER:	 	BVG WEST CORPORATION
			
	 	 	By:	 	 /s/ Guillermo Bron


	 	 	 	 	Guillermo Bron, President
		
	PARTNERSHIP:	 	PAN AMERICAN FINANCIAL L.P.
			
	 	 	By:	 	BVG West Corporation, sole general partner
			
	 	 	By:	 	 /s/ Guillermo Bron


	 	 	 	 	Guillermo Bron, President

  

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