First Bancorp /Pr/ Sample Contracts

1 EXHIBIT 1 4,400,000 Shares FIRST BANCORP. __% Noncumulative Perpetual Monthly Income Preferred Stock, Series A UNDERWRITING AGREEMENT
Underwriting Agreement • April 23rd, 1999 • First Bancorp /Pr/ • Savings institution, federally chartered • Puerto Rico
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FIRST BANCORP
Underwriting Agreement • October 24th, 2000 • First Bancorp /Pr/ • Savings institution, federally chartered • Puerto Rico
EXHIBIT 1.0
Underwriting Agreement • January 30th, 2002 • First Bancorp /Pr/ • Savings institution, federally chartered • Puerto Rico
FIRST BANCORP
Underwriting Agreement • September 25th, 2000 • First Bancorp /Pr/ • Savings institution, federally chartered • Puerto Rico
AGREEMENT ADOPTION FOR STATE MUTUAL OF AMERICA GROUP PROTOTYPE 401(k) PROFIT SHARING PLAN NO.3 AS USED IN PUERTO RICO
Adoption Agreement • June 30th, 2003 • First Bancorp /Pr/ • Savings institution, federally chartered
20,000,000 Shares First BanCorp. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 4th, 2017 • First Bancorp /Pr/ • State commercial banks • New York
20,000,000 Shares First BanCorp. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 3rd, 2017 • First Bancorp /Pr/ • State commercial banks • New York
INVESTMENT AGREEMENT DATED AS OF MAY 26, 2011 BETWEEN FIRST BANCORP AND THE INVESTORS NAMED ON THE SIGNATURE PAGES HERETO
Investment Agreement • July 19th, 2011 • First Bancorp /Pr/ • State commercial banks • New York

This agreement (the “Agreement”) is dated as of May 26, 2011 among First BanCorp (the “Company”), a Puerto Rico chartered financial holding company, and each of the investors that have signed this Agreement (each an “Investor” and together, the “Investors”), relating to the sale by the Company to each of the Investors of the number of shares of common stock of the Company (“Common Stock”), par value $0.10 per share, shown opposite the name of each such Investor on the signature pages of this Agreement. Now, therefore, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, and intending to be legally bound, the parties hereby agree as follows:

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 11th, 2009 • First Bancorp /Pr/ • State commercial banks

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), is entered into and is effective as of January 15, 2009, by and between, on the one hand, FIRST BANCORP (the “Corporation”), a corporation organized under the laws of the Commonwealth of Puerto Rico (the “Commonwealth”), and FIRSTBANK PUERTO RICO (the “Bank”), a banking institution organized under the laws of the Commonwealth that is a wholly-owned subsidiary of the Corporation, and, on the other hand, Fernando Scherrer (the “Executive”), Chief Financial Officer and Executive Vice President of the Corporation.

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2010 • First Bancorp /Pr/ • State commercial banks

This AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”), is entered into and is effective as of October 27, 2009, by and between, on the one hand, FIRST BANCORP (the “Corporation”), a corporation organized under the laws of the Commonwealth of Puerto Rico (the “Commonwealth”), and FIRSTBANK PUERTO RICO (the “Bank”), a banking institution organized under the laws of the Commonwealth that is a wholly-owned subsidiary of the Corporation, and, on the other hand, Aurelio Alemán (the “Executive”), President and Chief Executive Officer of the Corporation.

AMENDMENT TO INVESTMENT AGREEMENT
Investment Agreement • June 23rd, 2011 • First Bancorp /Pr/ • State commercial banks • New York

This amendment (this “Amendment”), dated as of June 22, 2011, amends that certain Investment Agreement, dated as of May 26, 2011 among First BanCorp (the “Company”), a Puerto Rico chartered financial holding company, and Thomas H. Lee (Alternative) Fund VI, L.P. (the “Investor”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 9th, 2007 • First Bancorp /Pr/ • State commercial banks • Puerto Rico

WHEREAS, the Company wishes to retain the services of ______and the retention of ______ services for and on behalf of the Company and FirstBank Puerto Rico (the “Bank”) is of material importance to the preservation and enhancement of the value of the Company’s and the Bank’s business;

AMENDMENT TO INVESTMENT AGREEMENT
Investment Agreement • July 19th, 2011 • First Bancorp /Pr/ • State commercial banks • New York

This amendment (this “Amendment”) dated as of July 14, 2011, amends the Investment Agreement dated as of June 27, 2011 (the “Investment Agreement”) among First BanCorp (the “Company”), a Puerto Rico chartered financial holding company, and each of the Investors (the “Investors”) that signed the Investment Agreement.

EXCHANGE AGREEMENT
Exchange Agreement • July 7th, 2010 • First Bancorp /Pr/ • State commercial banks • New York

EXCHANGE AGREEMENT, dated as of July 7, 2010 (this “Agreement”) by and between First BanCorp, a Puerto Rico corporation (the “Company”), and the United States Department of the Treasury (the “Investor”). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Securities Purchase Agreement.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 13th, 2012 • First Bancorp /Pr/ • State commercial banks • Puerto Rico

This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of February 17, 2012. The parties to this Agreement are First BanCorp, a Puerto Rico corporation (the “Corporation”), and Roberto R. Herencia, the Chairman of the Corporation’s Board of Directors (the “Buyer”).

AGREEMENT REGARDING ADDITIONAL SHARES
Agreement Regarding Additional Shares • October 20th, 2011 • First Bancorp /Pr/ • State commercial banks

Thomas H. Lee (Alternative) Fund VI, L.P. THL FBC Equity Investors, L.P. Thomas H. Lee (Alternative) Parallel Fund VI, L.P. Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P. c/o Thomas H. Lee Partners, L.P. 100 Federal Street, 35th Floor Boston, MA 02110

CONTRACT FOR CONSULTING SERVICE APPEARS NOW
Consulting Agreement • February 9th, 2007 • First Bancorp /Pr/ • State commercial banks • Puerto Rico

PARTY OF THE FIRST PART: Firstbank Puerto Rico, (hereinafter “the Bank”) represented by Mr. Luis Beauchamp in his capacity as Senior Executive Vice President, and

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 29th, 2011 • First Bancorp /Pr/ • State commercial banks • New York

Number of shares of Common Stock to be purchased equals 100% of the aggregate purchase price divided by U.S.$3.50, rounded down to the nearest whole share.

AMENDMENT NO. 2 TO INVESTMENT AGREEMENT
Investment Agreement • October 20th, 2011 • First Bancorp /Pr/ • State commercial banks

This amendment (this “Amendment”) dated as of September 28, 2011, amends the Investment Agreement, dated as of June 27, 2011, as amended as of July 14, 2011 (the “Investment Agreement”) among First BanCorp (the “Company”), a Puerto Rico chartered financial holding company, and each of the investors (or their assignors) that have signed this Amendment (the “Investors”). The Investors that have signed this Amendment, or their assignors, are all the entities that signed the Investment Agreement as Investors, and all the Investors that are signing this Amendment as assignees have been assigned, and have assumed, all the rights and obligations of their respective assignors under the Investment Agreement.

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • February 9th, 2007 • First Bancorp /Pr/ • State commercial banks

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (hereinafter, “this Agreement”) is made and entered into by and between Fernando L. Batlle (hereinafter, “the Executive”) and FIRSTBANK PUERTO RICO INC. (hereinafter, “the Bank”), represented by its Senior Executive Vice-President, Luis Beauchamp.

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 9th, 2007 • First Bancorp /Pr/ • State commercial banks

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), is entered into and is effective as of February 24, 2006, by and between, on the one hand, FIRST BANCORP (the “Company”), a corporation organized under the laws of the Commonwealth of Puerto Rico (the “Commonwealth”), and FIRSTBANK PUERTO RICO (the “Bank”), a banking institution organized under the laws of the Commonwealth that is a wholly-owned subsidiary of the Company, and, on the other hand, LAWRENCE ODELL (“L. Odell”), General Counsel and Executive Vice President of the Company.

EMPLOYMENT AGREEMENT
Employment Agreement • August 11th, 2009 • First Bancorp /Pr/ • State commercial banks • Puerto Rico

WHEREAS, the Company wishes to retain the services of O. Berges and the retention of O. Berges’ services for and on behalf of the Company and FirstBank Puerto Rico (the “Bank”) is of material importance to the preservation and enhancement of the value of the Company’s and the Bank’s business;

FIRST BANCORP DEALER MANAGER AGREEMENT
Dealer Manager Agreement • July 16th, 2010 • First Bancorp /Pr/ • State commercial banks • New York
THE UNITED STATES DEPARTMENT OF THE TREASURY
Securities Purchase Agreement • October 7th, 2011 • First Bancorp /Pr/ • State commercial banks

Reference is made to the Securities Purchase Agreement, dated January 16, 2009, by and between the United States Department of the Treasury (“Investor”), and First Bancorp, a corporation organized and existing under the laws of the Commonwealth of Puerto Rico (the “Company”) (the “ Purchase Agreement”). Reference is also made to the Certificate of Designations of Fixed Rate Cumulative Mandatorily Preferred Stock, Series G (“Series G Preferred Stock”) filed with the Secretary of State for the Commonwealth of Puerto Rico on July 16, 2010 (the “Certificate of Designations”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and the Certificate of Designations, where appropriate.

EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2018 • First Bancorp /Pr/ • State commercial banks • Puerto Rico

AGREEMENT dated as of ____________, 2018 by and among FIRST BANCORP (“BanCorp”), a registered bank holding company, and its subsidiary FIRSTBANK PUERTO RICO, a commercial bank (the “Bank,” and together with BanCorp, the “Company”) and [Executive] (or “Executive”).

AMENDMENT NO. 3 TO SERVICES AGREEMENT
Services Agreement • April 15th, 2011 • First Bancorp /Pr/ • State commercial banks

This AMENDMENT NO. 3 TO SERVICES AGREEMENT (this “Amendment”), is entered into and is effective as of January 31, 2011, by and between, on the one hand, FIRST BANCORP (“FirstBank”), a corporation organized under the laws of the Commonwealth of Puerto Rico (the “Commonwealth”), and, on the other hand, MARTÍNEZ ODELL & CALABRIA (the “Contractor”), a Puerto Rico law firm.

18,000,000 Shares First BanCorp. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 1st, 2016 • First Bancorp /Pr/ • State commercial banks • New York
DEALER MANAGER AGREEMENT
Dealer Manager Agreement • February 14th, 2013 • First Bancorp /Pr/ • State commercial banks • New York
INVESTMENT AGREEMENT Between The Bank of Nova Scotia and First BanCorp Dated as of February 15, 2007
Investment Agreement • February 22nd, 2007 • First Bancorp /Pr/ • State commercial banks • New York

INVESTMENT AGREEMENT, dated as of February 15, 2007 (this “Agreement”), between The Bank of Nova Scotia, a chartered bank under the Bank Act (Canada) (the “Investor”), and First BanCorp, a Puerto Rico-chartered financial holding company (the “Company”).

AMENDMENT NO. 1 TO THE PURCHASE AGREEMENT
Purchase Agreement • November 9th, 2020 • First Bancorp /Pr/ • State commercial banks

This Amendment No. 1, dated as of September 1, 2020 (this “Amendment”), to the Stock Purchase Agreement, dated as of October 21, 2019 (as amended, modified or supplemented from time to time in accordance with its terms, the “Purchase Agreement”), by and between FirstBank Puerto Rico, a bank organized under the laws of the Commonwealth of Puerto Rico (“Buyer”), Santander Holdings USA, Inc., a Virginia corporation (“Seller”), and, solely for purposes of Article IV, Section 5.03 and Article X, First BanCorp., a corporation organized under the laws of the Commonwealth of Puerto Rico (“Buyer Parent”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2012 • First Bancorp /Pr/ • State commercial banks • Puerto Rico

AGREEMENT dated July 6, 2006 by and between FIRST BANCORP PUERTO RICO (the “Company”) and Victor M. Barreras-Pellegrini (or “V. Barreras”).

•] Shares First BanCorp. Common Stock par value $0.10 per share Underwriting Agreement
Underwriting Agreement • December 2nd, 2010 • First Bancorp /Pr/ • State commercial banks • New York

Sandler O’Neill & Partners, L.P., as Representative of the several Underwriters named in Schedule I hereto, c/o Sandler O’Neill & Partners, L.P. 919 Third Avenue, 6th Floor, New York, New York 10022

INVESTMENT AGREEMENT DATED AS OF MAY 26, 2011 BETWEEN FIRST BANCORP AND THE INVESTORS NAMED ON THE SIGNATURE PAGES HERETO
Investment Agreement • June 2nd, 2011 • First Bancorp /Pr/ • State commercial banks • New York

This agreement (the “Agreement”) is dated as of May 26, 2011 among First BanCorp (the “Company”), a Puerto Rico chartered financial holding company, and each of the investors that have signed this Agreement (each an “Investor” and together, the “Investors”), relating to the sale by the Company to each of the Investors of the number of shares of common stock of the Company (“Common Stock”), par value $0.10 per share, shown opposite the name of each such Investor on the signature pages of this Agreement. Now, therefore, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, and intending to be legally bound, the parties hereby agree as follows:

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