Agreement Regarding Additional Shares between First BanCorp and Oaktree Funds (October 26, 2011)
First BanCorp and two Oaktree investment funds have agreed that Oaktree's purchase of 937,493 additional shares of First BanCorp common stock will be treated as if those shares were originally purchased under their prior Investment Agreement. This means all rights, obligations, and protections from the original agreement will also apply to these new shares. The agreement ensures consistent treatment of the shares and clarifies that all terms from the previous arrangement remain in effect for this transaction.
Exhibit 10.27
AGREEMENT REGARDING ADDITIONAL SHARES
October 26, 2011
Oaktree Principal Fund V (Delaware), L.P.
Oaktree FF Investment Fund AIF (Delaware), L.P.
c/o Oaktree Capital Management, L.P.
333 South Grand Avenue, 28th Floor
Los Angeles, CA 90071
Ladies and Gentlemen:
First BanCorp (the “Company”) has been informed that you are in the process of purchasing from persons to whom shares of the Company’s Common Stock (“Common Stock”) were issued at the Closing held on October 7, 2011, a total of 937,493 shares of Common Stock (the “Additional Shares”) as follows:
| Purchaser | Shares | |||
| Oaktree Principal Fund V (Delaware), L.P. | 775,588 | |||
| Oaktree FF Investment Fund AIF (Delaware), L.P. | 161,905 | |||
The Company agrees that it will for all purposes treat the Additional Shares that each of you is purchasing as though you had purchased those Additional Shares under the Amended and Restated Investment Agreement dated as of July 14, 2011 among the Company, Oaktree Principal Fund V (Delaware), L.P. and Oaktree FF Investment Fund AIF (Delaware), L.P. (the “Investment Agreement”). Without limiting what is said in the preceding sentence, the Company agrees that all the representations, warranties and covenants in the Investment Agreement will apply to the Additional Shares to the same extent that they apply to the Acquired Common Stock that is described in the Investment Agreement.
| Very truly yours, | ||
| FIRST BANCORP | ||
| By: | /s/ Lawrence Odell | |
| Lawrence Odell | ||
| Executive Vice President | ||
