REDWOOD
TRUST, INC.
ARTICLES
OF AMENDMENT
Redwood
Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the
State Department of Assessments and Taxation of Maryland that:
FIRST:
The
first sentence of Section (A) of Article VI of the charter of the Corporation
(the “Charter”) is hereby deleted in its entirety and the following is
substituted in lieu thereof:
The
total
number of shares of stock of all classes which the Corporation has authority
to
issue is seventy five million (75,000,000) shares of capital stock, par value
one cent ($0.01) per share, amounting in aggregate par value of Seven Hundred
Fifty Thousand Dollars ($750,000).
SECOND:
The
total number of shares of stock which the Corporation had authority to issue
immediately prior to the foregoing amendment of the Charter was 50,000,000
shares of capital stock, all of which is classified as common stock, par value
$0.01 per share. The aggregate par value of all shares of stock having par
value
was $500,000.00.
THIRD:
The
total number of shares of stock which the Corporation has authority to issue
pursuant to the foregoing amendment of the Charter is 75,000,000 shares of
capital stock, all of which is classified as common stock, par value $0.01
per
share. The aggregate par value of all authorized shares of stock having par
value is $750,000.00.
FOURTH:
The
amendment of the Charter as hereinabove set forth has been duly advised by
the
Board of Directors and approved by the stockholders of the Corporation as
required by law.
FIFTH:
The
undersigned officer of the Corporation acknowledges these Articles of Amendment
to be the corporate act of the Corporation and, as to all matters or facts
required to be verified under oath, the undersigned officer acknowledges that,
to the best of his knowledge, information and belief, these matters and facts
are true in all material respects and that this statement is made under the
penalties for perjury.
-
Signature
Page Follows
-
IN
WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to
be
executed in its name and on its behalf by the undersigned President and attested
by its Secretary this 12th
day of
June
,
2008.
|
ATTEST:
|
|
REDWOOD
TRUST, INC.
|
| |
|
|
|
|
|
|
/s/
Martin S.
Hughes
|
|
By:
|
/s/
Douglas B.
Hansen
|
|
Name:
|
|
|
|
Name:
|
Douglas
B. Hansen
|
|
Title:
|
Chief
Financial Officer and
|
|
|
Title:
|
President
|
| |
Secretary
|
|
|
|
|