exv4w11





Exhibit
4.11



     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 ______________.


1. Appointment.




     (a) The Company is making an offer (the “Subscription Offer”) to issue to the
holders of record of its outstanding shares of Common Stock, par value $.10 per share (the “Common
Stock”), at the close of business on September 6, 2011 (the “Record Date”), the right to subscribe
for and purchase (each a “Right”) shares of Common Stock (the “Additional Common Stock”) at a
purchase price of $3.50 per share of Additional Common Stock (the “Subscription Price”), payable by
personal check, cashier’s check, certified check or valid money order, upon the terms and
conditions set forth herein. The term “Subscribed” shall mean submitted for purchase from the
Company by a stockholder or a holder of Rights in accordance with the terms of the Subscription
Offer, and the term “Subscription” shall mean any such submission. The Company hereby appoints
Agent to act as subscription agent in connection with the Subscription Offer and Agent hereby
accepts such appointment in accordance with and subject to the terms and conditions of this
Agreement.



     (b) The Subscription Offer will expire at _________, Eastern Time, on _______________ (the
“Expiration Time”), unless the Company shall have extended the period of time for which the
Subscription Offer is open, in which event the term “Expiration Time” shall mean the latest time
and date at which the Subscription Offer, as so extended by the Company from time to time, shall
expire.



     (c) The Company filed a Registration Statement relating to the Additional Common Stock with
the Securities and Exchange Commission under the Securities Act of 1933, as amended, on August 24,
2011, and such Registration Statement was declared effective on [______________]. The terms of the
Additional Common Stock are more fully described in the Prospectus forming part of the Registration
Statement as it was declared effective. All terms used and not defined herein shall have the same
meaning as in the Prospectus.



     (d) Promptly after execution of this Agreement, the Company will furnish Agent with, or cause
to be furnished to Agent, a certified list, in a format acceptable to Agent, of holders of Common
Stock as of the Record Date, including each such holder’s name, address, taxpayer identification
number, share amount and any certificate detail (the “Record Stockholders List”).



     (e) No later than the earlier of (i) forty-five (45) days after the Expiration Time or
(ii) January 15 of the year following the year in which the Expiration Time occurs, the Company
shall deliver to Agent written direction on the cost basis of the Additional Common Stock issued
pursuant to the Subscription Offer in accordance with current Internal Revenue Service regulations.



     (f) For so long as this Agreement shall be in effect, the Company will reserve for issuance
and keep available free from preemptive rights a sufficient number of shares of



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Additional Common Stock to permit the exercise in full of all Rights issued pursuant to the
Subscription Offer.



2. Subscription of Rights.




     (a) The Rights entitle the holders to subscribe, upon payment of the Subscription Price, for
shares of Additional Common Stock at the rate of one share for every two Rights (the “Basic
Subscription Privilege”). No fractional shares will be issued.



     (b) Subscribing stockholders who exercise their Rights in full are entitled to exercise an
oversubscription right (the “Over-subscription Privilege”). The Company shall provide
Agent with instructions regarding the allocation to such stockholders of Additional Common
Stock after the initial allocation thereof.



     (c) All Rights issued upon any registration of transfer or exchange of Rights shall be the
valid obligations of the Company, evidencing the same obligations and entitled to the same benefits
under this Agreement as the Rights surrendered for such registration of transfer or exchange;
provided that, until such transfer or exchange is registered in the Rights Register (as defined
below), the Company and Agent may treat the registered holder thereof as the owner for all
purposes.


3. Duties of Subscription Agent.




     (a) Agent shall issue the Rights in accordance with this Agreement in the names of the holders
of the Common Stock of record on the Record Date, keep such records as are necessary for the
purpose of recording such issuance, and furnish a copy of such records to the Company.



     (b) The Rights shall be issued in registered form only. Agent shall keep books and records of
the registration, transfer and exchange of Rights (the “Rights Register”).



     (c) Promptly after Agent receives the Record Stockholders List, Agent shall:




     (i) mail or cause to be mailed, by first class mail, to each holder of Common Stock of
record on the Record Date whose address of record is within the
United States of America, including Puerto Rico (hereafter referred
to as “United States”) and Canada,
(i) a subscription form with respect to the Rights to which such stockholder is entitled
under the Subscription Offer (the “Subscription Form”), a form of which is attached hereto
as Exhibit A, (ii) a copy of the Prospectus and (iii) a return envelope addressed to Agent;
and




     (ii) mail or cause to be mailed, by courier, to each holder of Common Stock of record
on the Record Date whose address of record is outside the United States and Canada, or is an
A.P.O. or F.P.O. address, a copy of the Prospectus. Agent shall refrain from mailing
Subscription Forms to any holder of Common Stock of record on the Record Date whose address
of record is outside the United States and Canada, or is an A.P.O. or F.P.O. address, and
hold such Subscription Forms for the account of such stockholder subject to such stockholder
notifying Agent of its intent to exercise Rights



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and providing evidence satisfactory to the Company, such as a legal opinion from local
counsel, that the exercise or other disposition of the Rights described therein is
consistent with local law, and follow the instructions of such stockholder for the exercise,
sale or other disposition of such Rights if such instructions are received at or before 5:00
p.m., New York City time, on [•], 2011, the third business day prior to the expiration date
of the subscription rights offering.



     (d) Upon request, Agent shall mail or deliver a copy of the Prospectus (i) to each
assignee or transferee of Rights upon receiving appropriate documents to register the assignment or
transfer thereof and (ii) with shares of Additional Common Stock when such are issued to persons
other than the registered holder of the Rights.



     (e) Agent shall accept Subscriptions upon the due exercise of Rights (including payment of the
Subscription Price) on or prior to the Expiration Time in accordance with the Subscription Form.



     (f) Agent shall accept Subscriptions, without further authorization or direction from the
Company, without procuring supporting legal papers or other proof of authority to sign (including
without limitation proof of appointment of a fiduciary or other person acting in a representative
capacity), and without signatures of co-fiduciaries, co-representatives or any other person:




     (i) if the Right is registered in the name of a fiduciary and the Subscription Form is
executed by such fiduciary, provided the Additional Common Stock is to be issued in the name
of such fiduciary;




     (ii) if the Right is registered in the name of joint tenants and the Subscription Form
is executed by one of the joint tenants, provided the Additional Common Stock is to be
issued in the names of such joint tenants; or




     (iii) if the Right is registered in the name of a corporation and the Subscription Form
is executed by a person in a manner which appears or purports to be done in the capacity of
an officer or agent thereof, provided the Additional Common Stock is to be issued in the
name of such corporation.



     (g) Accept Subscriptions not accompanied by Rights Certificates if submitted by a broker,
commercial bank or trust company that held the Rights in street name (electronically through the
facilities of DTC) having an office in the United States and accompanied by proper payment for the
total number of Rights Subscribed for.



     (h) Agent shall refer to the Company for specific instructions as to acceptance or rejection
of all Subscriptions received after the Expiration Time, Subscriptions not authorized to be
accepted pursuant to this Section 3 and Subscriptions otherwise failing to comply with the terms
and conditions of the Subscription Form.



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4. Acceptance of Subscriptions.




     (a) Upon acceptance of a Subscription, Agent shall hold all monies received in a special
account for the benefit of the Company. Promptly following the Expiration Time, Agent shall
distribute to the Company the funds in such account. Agent will not be obligated to calculate or
pay interest to any holder or any other party claiming through a holder or otherwise.



     (b) Following Agent’s first receipt of Subscriptions, on each business day, or more frequently
if reasonably requested as to major tally figures, forward a report by email to Sara Alvarez, VP
and Corporate Affairs Officer (the “Company Representative”) as to the following information, based
upon a preliminary review (and at all times subject to final determination by the Company) as of
the close of business on the preceding business day or the most recent practicable time prior to
such request, as the case may be: (i) the total number of shares of Additional Common Stock
Subscribed for; (ii) the total number of Rights sold or otherwise transferred; (iii) the total
number of Rights partially Subscribed for; (iv) the amount of funds received; and (v) the
cumulative totals in categories (i) through (iv) above.



     (c) As promptly as possible on the first full business day following the Expiration Time,
advise the Company Representative by email of (i) the number of shares of Additional Common Stock
Subscribed for pursuant to the Basic Subscription Privilege; (ii) the number of shares of
Additional Common Stock unsubscribed for through the exercise of the Basic Subscription Privilege;
and (iii) the number of shares of Additional Common Stock subscribed for pursuant to the
Over-subscription Privilege.



     (d) As promptly as possible on the first full business day following the Expiration Time,
advise the Company Representative by email of the number of shares subscribed for by each director
and officer of the Company listed on a schedule previously provided to Agent using such
individual’s registered account with Agent and as promptly as possible on the first full business
day following the date of issuance, advise the Company Representative of the number of shares
issued to each such individual.


5. Completion of Subscription Offer.




     (a) Upon completion of the Subscription Offer, Agent shall request the transfer agent for the
Common Stock to issue the appropriate number of shares of Additional Common Stock as required in
order to effectuate the Subscriptions.



     (b) The Company shall take any and all action, including without limitation obtaining
the authorization, consent, lack of objection, registration or approval of any governmental
authority, or the taking of any other action under the laws of the United States of America or any
political subdivision thereof, to insure that all shares of Additional Common Stock issuable upon
the exercise of the Rights (subject to payment of the Subscription Price) will be duly and validly
issued and fully paid and non-assessable shares of Common Stock, free from all preemptive rights
and taxes, liens, charges and security interests created by or imposed upon the Company with
respect thereto.



     (c) The Company shall from time to time take all action necessary or appropriate to obtain and
keep effective all registrations, permits, consents and approvals of the Securities and



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Exchange Commission and any other governmental agency or authority and make such filings under
Federal and state laws which may be necessary or appropriate in connection with the issuance, sale,
transfer and delivery of Rights or Additional Common Stock issued upon exercise of Rights.




     (d) If a Subscription Form specifies that shares of Additional Common Stock are to be issued
to a person other than the person in whose name a surrendered Right is registered, Agent will not
issue such shares until such Subscription Form has been properly endorsed with the signature
guaranteed (or otherwise put in proper form for transfer).


6. Duties as Information Agent. The Company hereby appoints Agent to act as information agent in
connection with the Subscription Offer and Agent hereby accepts such appointment in accordance with
and subject to the terms and conditions of this Agreement. In its capacity as information agent,
Agent shall (if required): assist in the coordination of all printing activities and advertisement
placement; establish contacts with brokers, dealers, banks and other nominees on the Company’s
behalf; determine material requirements and assist in document review; facilitate the distribution
of materials to registered and beneficial owners and to other interested parties; provide a
dedicated toll-free line for all stockholder queries; provide status reporting to Company
management; and facilitate payment of all broker-forwarding invoices, subject to collection from
the Company of monies for this purpose.



7. Procedure for Discrepancies. Agent shall follow its regular procedures to attempt to reconcile
any discrepancies between the number of shares of Additional Common Stock that any Subscription
Form may indicate are to be issued to a stockholder upon exercise of its Rights and the number that
the Record Stockholders List indicates may be issued to such stockholder. In any instance where
Agent cannot reconcile such discrepancies by following such procedures, Agent will consult with the
Company for instructions as to the number of shares of Additional Common Stock, if any, Agent is
authorized to issue. In the absence of such instructions, Agent is authorized not to issue any
shares of Additional Common Stock to such stockholder and will return to the subscribing
stockholder (at Agent’s option by either first class mail under a blanket surety bond or insurance
protecting Agent and the Company from losses or liabilities arising out of the non-receipt or
non-delivery of the Subscription Form or by registered mail insured separately for the value of the
applicable Rights) to such stockholder’s address as set forth in the Subscription Form, any
Subscription Form delivered to Agent, any other documents delivered therewith and a letter
explaining the reason for the return of such documents.



8. Procedure for Deficient Items.




     (a) Agent shall examine the Subscription Forms received by it as agent to ascertain whether
they appear to have been completed and executed in accordance with the Subscription Offer. In the
event Agent determines that any Subscription Form does not appear to have been properly completed
or executed, or to be in proper form, or that any other deficiency in connection with the
Subscription Form appears to exist, Agent shall follow, where possible, its regular procedures to
attempt to cause such irregularity to be corrected. Agent is not authorized to waive any
deficiency in connection with the Subscription, unless the Company provides written authorization
to waive such deficiency.



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     (b) If any such deficiency is neither corrected nor waived, Agent will return to the
subscribing stockholder (at Agent’s option by either first class mail under a blanket surety bond
or insurance protecting Agent and the Company from losses or liabilities arising out of the
non-receipt or non-delivery of the Subscription Form or by registered mail insured separately for
the value of the applicable Rights) to such stockholder’s address as set forth in the Subscription
Form, any Subscription Form delivered to Agent, any other documents delivered therewith and a
letter explaining the reason for the return of such documents.


9. Instructions. Any instructions given to Agent orally, as permitted by any provision of this
Agreement, shall be confirmed in writing by the Company as soon as practicable. Agent shall not be
liable or responsible and shall be fully authorized and protected for acting, or failing to act, in
accordance with any oral instructions that do not conform with the written confirmation received in
accordance with this section.



10. Date/Time Stamp. Each document received by Agent relating to its duties hereunder shall be
dated and time stamped when received.



11. Tax Reporting. Should any issue arise regarding federal income tax reporting or withholding,
Agent shall take such reasonable action as the Company may reasonably request in writing. Such
action may be subject to additional fees.



12. Authorizations and Protections. As agent for the Company hereunder, Agent:




     (a) shall have no duties or obligations other than those specifically set forth herein or as
may subsequently be agreed to in writing by Agent and the Company;



     (b) shall have no obligation to issue any shares of Additional Common Stock unless the Company
shall have provided a sufficient number of shares of Additional Common Stock;



     (c) shall be regarded as making no representations and having no responsibilities as to the
validity, sufficiency, value, or genuineness of any Rights surrendered to Agent hereunder or shares
of Additional Common Stock issued in exchange therefor, and will not be required to or be
responsible for and will make no representations as to the validity, sufficiency, value or
genuineness of the Subscription Offer;



     (d) shall not be obligated to take any legal action hereunder; if, however, Agent determines
to take any legal action hereunder, and where the taking of such action might, in Agent’s judgment,
subject or expose it to any expense or liability, Agent shall not be required to act unless it
shall have been furnished with an indemnity satisfactory to it;



     (e) may rely on, and shall be fully authorized and protected in acting or failing to act upon,
any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or
security delivered to Agent and believed by Agent to be genuine and to have been signed by the
proper party or parties;



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     (f) shall not be liable or responsible for any recital or statement contained in the
Prospectus or any other documents relating thereto;



     (g) shall not be liable or responsible for any failure of the Company or any other party to
comply with any of its covenants and obligations relating to the Subscription Offer, including
without limitation obligations under applicable securities laws;



     (h) may rely on and shall be fully authorized and protected in acting or failing to act upon
(i) the written, telephonic, electronic or oral instructions of any authorized representative of
the Company with respect to any matter relating to Agent acting pursuant to this Agreement; (ii)
any guaranty of signature by an “eligible guarantor institution” that is a member or participant in
the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program”
or insurance program in addition to, or in substitution for, the foregoing; or (iii) any law, act,
regulation or any interpretation of the same even though such law, act, or regulation may
thereafter have been altered, changed, amended or repealed;



     (i) may consult counsel satisfactory to Agent (including internal counsel), and the advice of
such counsel shall be full and complete authorization and protection in respect of any action
taken, suffered, or omitted by Agent hereunder in good faith and in reliance upon the advice of
such counsel;



     (j) may perform any of its duties hereunder either directly or by or through agents or
attorneys and Agent shall not be liable or responsible for any misconduct or negligence on the part
of any agent or attorney appointed with reasonable care hereunder; and



     (k) is not authorized, and shall have no obligation, to pay any brokers, dealers or soliciting
fees to any person.


13. Indemnification. The Company shall indemnify Agent for, and hold Agent harmless from and
against, any loss, liability, claim (whether with or without basis in fact or law), demand, cost or
expense (collectively, “Loss”) arising out of or in connection with Agent’s duties under this
Agreement or this appointment, including the costs and expenses of defending itself against any
Loss or enforcing this Agreement, except to the extent that such Loss shall have been determined by
a court of competent jurisdiction to be a result of Agent’s gross negligence or intentional
misconduct.



14. Limitation of Liability.




     (a) In the absence of gross negligence or intentional misconduct on its part, Agent shall not
be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it
in the performance of its duties under this Agreement. Anything in this Agreement to the contrary
notwithstanding, in no event shall Agent be liable for special, indirect, incidental, consequential
or punitive losses or damages of any kind whatsoever (including but not limited to lost profits),
even if Agent has been advised of the possibility of such losses or damages and



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regardless of the form of action. Any liability of Agent will be limited in the aggregate to
the amount of fees paid by the Company hereunder.




     (b) If any question or dispute arises with respect to the proper interpretation of this
Agreement or Agent’s duties hereunder or the rights of the Company or of any holders of Rights,
Agent shall not be required to act and shall not be held liable or responsible for failing or
refusing to act until the question or dispute has been (i) judicially settled (and Agent may, if it
deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory
judgment for such purpose) by a final judgment of a court of competent jurisdiction that is binding
on all stockholders and parties interested in the matter and is no longer subject to review or
appeal, or (ii) settled by a written document in form and substance satisfactory to Agent and
executed by the Company and each such stockholder and party.


15. Representations, Warranties and Covenants. The Company represents, warrants and covenants that
(a) it is duly incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation, (b) the making and consummation of the Subscription Offer and the
execution, delivery and performance of all transactions contemplated thereby (including without
limitation this Agreement) have been duly authorized by all necessary corporate action and do not
and will not conflict with, violate, result in a breach of or constitute a default under the
certificate of incorporation or bylaws of the Company, any law or regulation, any order or decree
of any court or public authority having jurisdiction, or any mortgage, indenture, contract,
agreement or undertaking to which it is a party or is bound, (c) this Agreement has been duly
executed and delivered by the Company and constitutes its legal, valid, binding and enforceable
obligation, (d) the Subscription Offer will comply in all material respects with all applicable
requirements of law and (e) to its knowledge, there is no litigation pending or threatened as of
the date hereof in connection with the Subscription Offer.



16. Notices. All notices, demands and other communications given pursuant to the terms and
provisions hereof shall be in writing, shall be deemed effective on the date of receipt, and may be
sent by overnight delivery services, or by certified or registered mail, return receipt requested
to:





	 	 	 

	If to the Company:

	 	with an additional copy to:
	 
	     First BanCorp.

	 	     First BanCorp.
	     1519 Ponce de León Avenue, Stop 23

	 	     1519 Ponce de León Avenue, Stop 23
	     Santurce, Puerto Rico 00908

	 	     Santurce, Puerto Rico 00908
	     Attn: Lawrence Odell, EVP and

	 	     Attn: Sara Alvarez, VP and Corporate
	     General Counsel

	 	     Affairs Officer
	 
	 	 
	If to Agent:

	 	with an additional copy to:
	 
	     The Bank of New York Mellon

	 	     The Bank of New York Mellon
	     c/o BNY Mellon Shareowner Services

	 	     c/o BNY Mellon Shareowner Services
	     480 Washington Boulevard

	 	     480 Washington Boulevard
	     Jersey City, NJ 07310

	 	     Jersey City, NJ 07310
	     Attn: Relationship Manager

	 	     Attn: Legal Department






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17. Confidentiality.




     (a) In connection with Agent’s appointment hereunder, each party shall obtain confidential
information related to the other party or its stockholders that is not available to the general
public (“Confidential Information”). Each party agrees that the Confidential Information shall be
held and treated by it, its directors, officers, employees, affiliates, agents and subcontractors
(collectively, “Representatives”) in confidence and, except as hereinafter provided, shall not be
disclosed in any manner whatsoever except as otherwise required by law, regulation, subpoena or
governmental authority. Confidential Information shall be used by each party and its
Representatives only for the purposes for which provided and shall be disclosed by such party only
to those Representatives who have a need to know in order to accomplish the business purpose in
connection with which the Confidential Information has been provided. Confidential Information
does not include information that (i) is now or subsequently becomes generally available to the
public through no fault or breach on the part of the receiving party; (ii) the receiving party had
rightfully in its possession prior to disclosure to it by the disclosing party; (iii) is
independently developed by the receiving party without the use of or reference to any Confidential
Information; or (iv) the receiving party rightfully obtains on a non-confidential basis from a
source other than the disclosing party, and who has the right to transfer or disclose it.



     (b) In connection with the provision of services under this Agreement, the Company may direct
Agent to release information, including non-public personal information (“NPPI”), as defined in
Title V of the Gramm Leach Bliley Act and the regulations issued thereunder (including but not
limited to Regulation P of the Board of Governors of the Federal Reserve), to the Company’s agents
or other third party service providers, including, without limitation, broker/dealers, custodians
and depositories. In addition, the Company consents to the release of information, including
NPPI, (i) to any of Agent’s Representatives in connection with the services provided hereunder and
(ii) as required by law, regulation, subpoena or governmental authority. Agent shall not be liable
for the release of information in accordance with the foregoing provisions.



18. Compensation and Expenses.




     (a) The Company shall pay to Agent compensation in accordance with the fee schedule attached
as Exhibit B hereto, together with reimbursement for reasonable fees and disbursements of counsel,
regardless of whether any Rights are surrendered to Agent, for Agent’s services hereunder.



     (b) The Company shall be charged for certain expenses advanced or incurred by Agent in
connection with Agent’s performance of its duties hereunder. Such charges include, but are not
limited to, stationery and supplies, such as checks, envelopes and paper stock, as well as any
disbursements for telephone and document creation and delivery. While Agent endeavors to maintain
such charges (both internal and external) at competitive rates, these charges may not



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reflect actual out-of-pocket costs, and may include handling charges to cover internal
processing and use of Agent’s billing systems.




     (c) All amounts owed to Agent hereunder are due within thirty (30) days of the invoice date.
Delinquent payments are subject to a late payment charge of one and one half percent (1.5%) per
month commencing forty-five (45) days from the invoice date. The Company agrees to reimburse Agent
for any attorney’s fees and any other costs associated with collecting delinquent payments.



     (d) No provision of this Agreement shall require Agent to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder or in the
exercise of its rights.


19. Termination. Either party may terminate this Agreement upon thirty (30) days prior written
notice to the other party. Unless so terminated, this Agreement shall continue in effect until
ninety (90) days following the Expiration Time. In the event of such early termination, the
Company will appoint a successor agent and inform Agent of the name and address of any successor
agent so appointed, provided that no failure by the Company to appoint such a successor agent shall
affect the termination of this Agreement or the discharge of Agent as agent hereunder. Upon any
such termination, Agent shall be relieved and discharged of any further responsibilities with
respect to its duties hereunder. Upon payment of all outstanding fees and expenses hereunder,
Agent shall promptly forward to the Company or its designee any Subscription Forms or other
documents relating to the Subscription Offer that Agent may receive after its appointment has so
terminated.



20. Force Majeure. Agent shall not be liable for any failures, delays or losses[,] arising
directly or indirectly out of conditions beyond its reasonable control including, but not limited
to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor
disputes, fires, civil disobedience, riots, rebellions, storms, electrical or mechanical failure,
computer hardware or software failure, communications facilities failures including telephone
failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences.




21. Submission to Jurisdiction; Foreign Law.




     (a) The parties irrevocably (i) submit to the non-exclusive jurisdiction of any New York State
court sitting in New York City or the United States District Court for the Southern District of New
York in any action or proceeding arising out of or relating to this Agreement, (ii) waive, to the
fullest extent they may effectively do so, any defense based on inconvenient forum, improper venue
or lack of jurisdiction to the maintenance of any such action or proceeding, and (iii) waive all
right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or
the transactions contemplated hereby.



     (b) Agent shall not be required hereunder to comply with the laws or regulations of any
country other than the United States or any political subdivision thereof. Agent may consult with counsel from countries other than the United States,
at the Company’s expense, to resolve any foreign law issues other than those
relating to stockholder evidence of compliance with local laws relating to participation of
the stockholder in the rights offering that may arise as a result of the
Company or any other party being subject to the laws or regulations of any foreign
jurisdiction, provided that Agent shall notify the Company prior to incurring any fees or
expenses of such counsel.


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22. Miscellaneous.




     (a) This Agreement shall be governed by and construed in accordance with the laws of the State
of New York, without giving effect to conflict of laws rules or principles.



     (b) No provision of this Agreement may be amended, modified or waived, except in a written
document signed by both parties.



     (c) In the event that any claim of inconsistency between this Agreement and the
terms of the Subscription Offer may arise, as they may from time to time be amended, the terms of
the Subscription Offer shall control, except with respect to the duties, liabilities and rights,
including compensation and indemnification, of Agent as agent, which shall be controlled by the
terms of this Agreement.



     (d) If any provision of this Agreement shall be held illegal, invalid or unenforceable by any
court, this Agreement shall be construed and enforced as if such provision had not been contained
herein and shall be deemed binding and enforceable to the full extent permitted by applicable law.



     (e) This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the
respective successors and assigns of the parties hereto.



     (f) This Agreement may not be assigned, or otherwise transferred, in whole or in part, by
either party without the prior written consent of the other party, which the other party will not
unreasonably withhold, condition or delay; provided that (i) consent is not required for an
assignment to an affiliate of Agent and (ii) any reorganization, merger, consolidation, sale of
assets or other form of business combination by Agent shall not be deemed to constitute an
assignment of this Agreement. Any attempted assignment in violation of the foregoing will be void.



     (g) Sections 12, 13, 14, 17, 18, 21 and 22 hereof shall survive termination of this Agreement.



     (h) Nothing in this Agreement shall be construed to give any person or entity other than Agent
and the Company any legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of Agent and the Company.



     (i) The headings contained in this Agreement are for the purposes of convenience only and are
not intended to define or limit the contents of this Agreement.



     (j) This Agreement may be executed manually in any number of counterparts, each of which such
counterparts, when so executed and delivered, shall be deemed an original, and all such
counterparts when taken together shall constitute one and the same original instrument.



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     (k) This Agreement constitutes the entire understanding of the parties with respect to the
subject matter hereof and supersedes all prior written or oral communications, understandings and
agreements with respect to the subject matter of this Agreement. The parties acknowledge that the
exhibits hereto are an integral part of this Agreement.



     (l) The Company acknowledges that Agent is subject to the customer identification program
(“Customer Identification Program”) requirements under the USA PATRIOT Act and its implementing
regulations, and that Agent must obtain, verify and record information that allows Agent to
identify the Company. Accordingly, prior to accepting an appointment hereunder, Agent may request
information from the Company that will help Agent to identify the Company, including without
limitation the Company’s physical address, tax identification number, organizational documents,
certificate of good standing, license to do business, or any other information that Agent deems
necessary. The Company agrees that Agent cannot accept an appointment hereunder unless and until
Agent verifies the Company’s identity in accordance with the Customer Identification Program
requirements.



     (m) The Bank of New York Mellon Corporation (“BNYM”) has adopted an incentive
compensation program designed (i) to facilitate clients gaining access to and being provided with
explanations about the full range of products and services offered by BNYM and its subsidiaries and
(ii) to expand and develop client relationships. This program may lead to the payment of referral
fees and/or bonuses to employees of BNYM or its subsidiaries who may have been involved in a
referral that resulted in the execution or obtaining of products or services by the Company covered
by this Agreement or which may be ancillary or supplemental to such products or services. And such
referral fees or bonuses are funded solely out of fees and commissions paid by the Company under
this Agreement or with respect to such ancillary or supplemental products or services.



     (n) Set forth in Exhibit C hereto is a list of (i) the names, titles and specimen
signatures of the persons authorized to provide value-bearing instructions to Agent on behalf of
the Company under this Agreement and (ii) the names, titles and phone numbers of the persons
authorized to verify to Agent by phone such value-bearing instructions on behalf of the Company
under this Agreement. The Company acknowledges and agrees that any person who provides
value-bearing instructions pursuant to clause (i) above cannot also verify such instructions
pursuant to clause (ii) above. The Secretary of the Company shall, from time to time, certify to
Agent the names, titles, signatures and phone numbers of any other persons authorized to act for
the Company with respect to value-bearing instructions under this Agreement.



[The remainder of this page has been intentionally left blank. Signature page follows.]



12









 




IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized
officers as of the day and year above written.




	 	 	 	 	 

	FIRST BANCORP.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	THE BANK OF NEW YORK MELLON	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 






	 	 	 

	Exhibit A

	 	Form of Subscription Form
	Exhibit B

	 	Fee Schedule
	Exhibit C

	 	Authorized Signers






13









 





EXHIBIT A




FORM OF SUBSCRIPTION FORM



 









 





EXHIBIT B




FEE SCHEDULE



 









 





EXHIBIT C




AUTHORIZED SIGNERS



List of Persons Authorized to Originate Instructions




	 	 	 	 	 

	 	 	 	 	 
	Name
	 	Title
	 	Specimen Signatures






List of Persons Authorized to Receive Call Back Verification




	 	 	 	 	 

	 	 	 	 	 
	Name
	 	Title
	 	Phone Numbers