0000950123-11-090906 Sample Contracts

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

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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.

Contract
Subscription Agent Agreement • October 20th, 2011 • First Bancorp /Pr/ • State commercial banks • New York

THIS SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) between First BanCorp., a Puerto Rico corporation (the “Company”), and The Bank of New York Mellon, a New York State chartered bank (“Agent”), is dated as of ______________.

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