First Republic Preferred Capital Corp Sample Contracts

First Republic Preferred Capital Corp – ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Filed in the office of Document Number 20120252795-05 Ross Miller Filing Date and Time04/10/2012 4:00 PM Secretary of StateState of Nevada Entity NumberC9542-1999 Certificate of Withdrawal ofCertificate of Designation(PURSUANT TO NRS 78.1955(6)) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Withdrawal ofCertificate of Designationfor Nevada Profit Corporations(Pursuant to NRS 78.1955(6)) (April 13th, 2012)
First Republic Preferred Capital Corp – ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Document Number 20100468614-52 Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) Ross Miller Secretary of State State of Nevada Filing Date and Time 06/28/2010 9:55 AM Entity Number C9542-1999 USE BLACK INK ONLY-DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY (July 2nd, 2010)
First Republic Preferred Capital Corp – AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS FIRST REPUBLIC PREFERRED CAPITAL CORPORATION 10 1/2% NONCUMULATIVE SERIES A PREFERRED STOCK (July 2nd, 2010)

RESOLVED, that pursuant to the authority vested in the Board of Directors of First Republic Preferred Capital Corporation, a Nevada corporation (the “Corporation”), by Article Four of the Corporation’s Articles of Incorporation, as amended, a series of preferred stock of the Corporation be, and it hereby is, created out of the authorized but unissued shares of the capital stock of the Corporation, such series to be designated 10 1/2% Noncumulative Series A Preferred Stock, to consist of 55,000 shares (the “Series A Preferred Shares”), par value $.01 per share, the preferences, relative and other rights, and qualifications, limitations or restrictions of which shall be (in addition to those set forth in the Corporation’s Articles of Incorporation, as amended) as follows:

First Republic Preferred Capital Corp – AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS FIRST REPUBLIC PREFERRED CAPITAL CORPORATION 7.25% NONCUMULATIVE PERPETUAL SERIES D PREFERRED STOCK (July 2nd, 2010)

Resolved, that pursuant to the authority vested in the Board of Directors of First Republic Preferred Capital Corporation, a Nevada corporation (the “Corporation”), by Article Four of the Corporation’s Articles of Incorporation, as amended, a series of preferred stock of the Corporation be, and it hereby is, created out of the authorized but unissued shares of the capital stock of the Corporation, such series to be designated 7.25% Noncumulative Perpetual Series D Preferred Stock, to consist of 2,400,000 shares (the “Series D Preferred Shares”), par value $.01 per share, the preferences, relative and other rights, and qualifications, limitations or restrictions of which shall be (in addition to those set forth in the Corporation’s Articles of Incorporation, as amended) as follows:

First Republic Preferred Capital Corp – AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS FIRST REPUBLIC PREFERRED CAPITAL CORPORATION 7.25% NONCUMULATIVE PERPETUAL SERIES D PREFERRED STOCK (November 3rd, 2009)

Resolved, that pursuant to the authority vested in the Board of Directors of First Republic Preferred Capital Corporation, a Nevada corporation (the “Corporation”), by Article Four of the Corporation’s Articles of Incorporation, as amended, a series of preferred stock of the Corporation be, and it hereby is, created out of the authorized but unissued shares of the capital stock of the Corporation, such series to be designated 7.25% Noncumulative Perpetual Series D Preferred Stock, to consist of 2,400,000 shares (the “Series D Preferred Shares”), par value $.01 per share, the preferences, relative and other rights, and qualifications, limitations or restrictions of which shall be (in addition to those set forth in the Corporation’s Articles of Incorporation, as amended) as follows:

First Republic Preferred Capital Corp – AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS FIRST REPUBLIC PREFERRED CAPITAL CORPORATION (November 3rd, 2009)

RESOLVED, that pursuant to the authority vested in the Board of Directors of First Republic Preferred Capital Corporation, a Nevada corporation (the “Corporation”), by Article Four of the Corporation’s Articles of Incorporation, as amended, a series of preferred stock of the Corporation be, and it hereby is, created out of the authorized but unissued shares of the capital stock of the Corporation, such series to be designated 10 1/2% Noncumulative Series A Preferred Stock, to consist of 55,000 shares (the “Series A Preferred Shares”), par value $.01 per share, the preferences, relative and other rights, and qualifications, limitations or restrictions of which shall be (in addition to those set forth in the Corporation’s Articles of Incorporation, as amended) as follows:

First Republic Preferred Capital Corp – FIRST REPUBLIC TO RETAIN SUBORDINATED NOTES AND CONTROL OF REIT SUBSIDIARIES (October 27th, 2009)

SAN FRANCISCO – October 27, 2009 – On October 21, 2009, it was announced that Bank of America Corporation signed a definitive agreement to sell First Republic Bank to a number of investors, led by existing management and including investment funds managed by Colony Capital, LLC and General Atlantic LLC. The transaction is expected to close in the second quarter of 2010, subject to receipt of all regulatory approvals.

First Republic Preferred Capital Corp – AMENDED AND RESTATED BYLAWS OF FIRST REPUBLIC PREFERRED CAPITAL CORPORATION (May 12th, 2009)
First Republic Preferred Capital Corp – CODE OFRESTATED BYLAWS OF FIRST REPUBLIC PREFERRED CAPITAL CORPORATION (January 7th, 2008)
First Republic Preferred Capital Corp – DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Entity # C 9542-1999 Document Number: 20060768789-23 Date Filed: 11/30/2006 3:20:04 PM In the office of Certificate of Amendment (PURSUANT TO NRS 78.385 and 78.390) /s/ Dean Heller Dean Heller Secretary of State (December 19th, 2006)
First Republic Preferred Capital Corp – CERTIFICATE OF DESIGNATIONS FIRST REPUBLIC PREFERRED CAPITAL CORPORATION 7.25% NONCUMULATIVE PERPETUAL SERIES D PREFERRED STOCK (June 24th, 2003)

RESOLVED, that pursuant to the authority vested in the Board of Directors of First Republic Preferred Capital Corporation, a Nevada corporation (the “Corporation”), by Article Four of the Corporation’s Articles of Incorporation, as amended, a series of preferred stock of the Corporation be, and it hereby is, created out of the authorized but unissued shares of the capital stock of the Corporation, such series to be designated 7.25% Noncumulative Perpetual Series D Preferred Stock, to consist of 2,400,000 shares (the “Series D Preferred Shares”), par value $.01 per share, the preferences, relative and other rights, and qualifications, limitations or restrictions of which shall be (in addition to those set forth in the Corporation’s Articles of Incorporation, as amended) as follows:

First Republic Preferred Capital Corp – 2,400,000 Shares FIRST REPUBLIC PREFERRED CAPITAL CORPORATION 7.25% NONCUMULATIVE PERPETUAL SERIES D PREFERRED STOCK UNDERWRITING AGREEMENT June 20, 2003 (June 24th, 2003)

First Republic Preferred Capital Corporation, a Nevada corporation (the “Company”), proposes to issue and sell to Morgan Stanley & Co. Incorporated (the “Underwriter”) 2,400,000 shares of its 7.25% Noncumulative Perpetual Series D Preferred Stock, par value $.01 per share (the “Shares”).

First Republic Preferred Capital Corp – UNDERWRITING AGREEMENT (January 22nd, 2002)

EXHIBIT 1 $40,000,000 First Republic Preferred Capital Corporation 1,600,000 Shares 8.875% Noncumulative Perpetual Series B Preferred Stock UNDERWRITING AGREEMENT ---------------------- January 17, 2002 Wells Fargo Securities, LLC Ryan, Beck & Co., LLC Keefe, Bruyette & Woods, Inc. Sandler, O'Neill & Partners, L.P. c/o Wells Fargo Securities, LLC 600 California Street, Suite 1700 San Francisco, California 94104 Ladies and Gentlemen: First Republic Preferred Capital Corporation, a Nevada corporation (the "Company") and First Republic Bank (the "Bank"), a Nevada banking corporation, confirm their agreement (this "Agreement") with Wells Fargo Securitie

First Republic Preferred Capital Corp – Master Loan Purchase and Servicing Agreement (December 7th, 2001)

Exhibit 10.1 Amended and Restated Master Loan Purchase and Servicing Agreement between First Republic Preferred Capital Corporation and First Republic Bank December 1, 2001 This AMENDED AND RESTATED MASTER LOAN PURCHASE AND SERVICING AGREEMENT is entered into as of December 1, 2001, by and between First Republic Preferred Capital Corporation ("Purchaser") and First Republic Bank ("Seller"). WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, from time to time, all of Seller's right, title and interest in and to certain residential mortgage loans on a servicing retained basis, in accordance with the terms and conditions of this Agreement;

First Republic Preferred Capital Corp – Amended and Restated Advisory Agreement (December 7th, 2001)

EXHIBIT 10.2 Amended and Restated Advisory Agreement between First Republic Preferred Capital Corporation and First Republic Bank December 1, 2001 Amended and Restated Advisory Agreement This Amended and Restated Advisory Agreement (this "Agreement") is entered into as of December 1, 2001, between First Republic Preferred Capital Corporation, a Nevada corporation (the "Company"), and First Republic Bank, a Nevada banking corporation (the "Advisor"). WHEREAS, the Company desires to avail itself of the experience and assistance of the Advisor and to have the Advisor undertake, on the Company's behalf, the duties and responsibilities set forth in this Agreement, subject to the control and superv