EXHIBIT 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF REORGANIZATION This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF REORGANIZATION, dated as of February 27, 2002 (the "Amendment"), by and among R&G FINANCIAL CORPORATION, a Puerto Rico corporation...Agreement and Plan of Reorganization • February 28th, 2002 • R&g Financial Corp • State commercial banks • Puerto Rico
EXHIBIT 4.4 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT R&G FINANCIAL CORPORATION Dated as of November 30, 2004 TABLE OF CONTENTSGuarantee Agreement • December 2nd, 2004 • R&g Financial Corp • State commercial banks • New York
ofUnderwriting Agreement • November 23rd, 1999 • R&g Financial Corp • Investors, nec • New York
EXHIBIT 1.0 2,000,000 SHARES R&G FINANCIAL CORPORATION ___% NONCUMULATIVE MONTHLY INCOME PREFERRED STOCK, SERIES D UNDERWRITING AGREEMENT UBS PAINEWEBBER INCORPORATED OF PUERTO RICO As lead underwriter of the several Underwriters named in Schedule 1...R&g Financial Corp • January 22nd, 2002 • State commercial banks • Puerto Rico
EXHIBIT 1.0 4,000,000 Shares R&G FINANCIAL CORPORATION Class B Common Stock UNDERWRITING AGREEMENTR&g Financial Corp • July 15th, 2002 • State commercial banks • New York
EXHIBIT 1.0 4,000,000 Shares R&G FINANCIAL CORPORATION Class B Common Stock UNDERWRITING AGREEMENTR&g Financial Corp • June 19th, 2002 • State commercial banks • New York
EXHIBIT 99.1 AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF REORGANIZATION This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 6, 2002 (the "Amendment"), by and among R&G FINANCIAL CORPORATION, a Puerto Rico corporation ("R&G"),...Agreement and Plan of Reorganization • June 7th, 2002 • R&g Financial Corp • State commercial banks
INDENTURER&g Financial Corp • December 2nd, 2004 • State commercial banks • New York
RECITALSPurchase and Assumption Agreement • October 12th, 2004 • R&g Financial Corp • State commercial banks • Delaware
EXHIBIT 1.1 R&G CAPITAL TRUST VI 6.62% CUMULATIVE MONTHLY INCOME TRUST PREFERRED SECURITIES AGENCY AGREEMENTR&g Financial Corp • December 2nd, 2004 • State commercial banks • Puerto Rico
PARENT GUARANTEE AGREEMENT BY AND BETWEEN R&G FINANCIAL CORPORATIONParent Guarantee Agreement • November 14th, 2003 • R&g Financial Corp • State commercial banks • New York
ANDR&g Financial Corp • July 25th, 2003 • State commercial banks • New York
EXHIBIT 1 R&G CAPITAL TRUST III _% CUMULATIVE MONTHLY INCOME TRUST PREFERRED SECURITIES AGENCY AGREEMENTAgency Agreement • July 25th, 2003 • R&g Financial Corp • State commercial banks • Puerto Rico
EXHIBIT 4.7 PREFERRED SECURITIES GUARANTEE AGREEMENT BY AND BETWEEN R&G FINANCIAL CORPORATIONPreferred Securities Guarantee Agreement • July 25th, 2003 • R&g Financial Corp • State commercial banks • New York
ADDITIONAL PURCHASE RIGHTS INVESTMENT AGREEMENTAdditional Purchase Rights Investment Agreement • March 31st, 2006 • R&g Financial Corp • State commercial banks • Florida
THIS ADDITIONAL PURCHASE RIGHTS INVESTMENT AGREEMENT (this “Agreement”) is made and entered as of March 27, 2006 into by R&G ACQUISITION HOLDINGS CORPORATION (“RAC”) in favor of the various Investors identified on Schedule A attached hereto, each of whom has executed this Agreement (individually, an “Investor” and collectively the “Investors”). It is joined into by R&G Financial Corporation (“RGF”) with respect to certain obligations and undertakings as specified herein.
REGISTRATION AGREEMENTRegistration Agreement • March 31st, 2006 • R&g Financial Corp • State commercial banks • Florida
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of March 27, 2006 by and among R&G Financial Corporation, a Puerto Rico corporation (“RGF”), R&G Acquisition Holdings Corporation, a Florida corporation (“RAC”, together with RGF, the “Companies”), and the investors listed on Schedule A hereto (the “Schedule of Investors”), who are each referred to herein as an “Investor” and collectively, as the “Investors”. Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 7 hereof and any capitalized terms not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement dated as of the date hereof among RGF, RAC and the Investors.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF R&G FINANCIAL CORPORATION DATE OF INITIAL ISSUANCE: , 2006R&g Financial Corp • March 31st, 2006 • State commercial banks • Florida
THIS CERTIFIES THAT, for value received, (the “Holder”) is entitled to purchase, subject to the exercise and other provisions of this Warrant, from R&G Financial Corporation (the “Company”) at any time prior to the seventh anniversary of the issuance of this Warrant, up to 10,000,000 shares (as such number of shares may be adjusted in accordance with Section 2 hereof, the “Warrant Shares”) of the Company’s Class B common stock, $0.01 par value per share (the “Common Stock” or “Shares”), at any time and from time to time, in whole or in part, at an exercise price per share of $12.00 (subject to adjustment as provided in Section 2 hereof, the “Exercise Price”) per Warrant Share. The Holder may also, at any time and from time to time, in whole or in part, exercise this Warrant pursuant to a “Cashless Exercise” or a “Preferred Exchange”, as defined and provided in Sections 1.3(b) and 1.3(c) below. This Warrant shall expire at 5:00 P.M. Eastern Time on the seventh anniversary of the issuanc
SERVICE AGREEMENTService Agreement • October 27th, 2006 • R&g Financial Corp • State commercial banks • Puerto Rico
This Service Agreement (this “Agreement”), dated as of October 26, 2006 (the “Effective Date”), is by and between R-G Financial Corporation (“RG”), RG Financial Tower, 290 Jesús T. Piñero Ave., San Juan, Puerto Rico, 00918, and Quilichini & Oliver (“Service Provider”).
SERVICING RIGHTS PURCHASE AND TRANSFER AGREEMENT among BANCO POPULAR DE PUERTO RICO Purchaser and R&G MORTGAGE CORP. Seller and R&G FINANCIAL CORPORATION Guarantor Dated as of September 16, 2008Servicing Rights Purchase • September 18th, 2008 • R&g Financial Corp • State commercial banks
This SERVICING RIGHTS PURCHASE AND TRANSFER AGREEMENT (this “Agreement”) is made as of September 16, 2008, and is executed by and among R&G MORTGAGE CORP., a Puerto Rico corporation (the “Seller”), R&G FINANCIAL CORPORATION, a Puerto Rico corporation (the “Guarantor”), and BANCO POPULAR DE PUERTO RICO, a Puerto Rico banking corporation (the “Purchaser”).
CONFIDENTIALSpecial Compensation Agreement • October 27th, 2006 • R&g Financial Corp • State commercial banks • Puerto Rico
This Special Compensation Agreement (the “Letter Agreement”) sets forth the terms and conditions pursuant to which R-G Premier Bank of Puerto Rico (the “Bank”), in the event that a “Change of Control” (as defined below) should occur with respect to R&G Financial Corporation (“Financial”) on or prior to June 30, 2007 (the “Expiration Date”), will pay you the amount (the “Change of Control Bonus”) of $400,000.00.
R&G Financial Corporation Letterhead]Retention Bonus Agreement • February 5th, 2007 • R&g Financial Corp • State commercial banks
This Retention Bonus Agreement (the “Letter Agreement”) sets forth the terms pursuant to which R&G Financial Corporation (the “Company”) will pay you a retention bonus of [amount of retention bonus] (the “Bonus”), subject to the terms and conditions of this Letter Agreement, and contingent upon your continued employment with the Company from January 1, 2007, through and until a date (the “Scheduled Vesting Date”) that shall be 60 days following the date as of which R&G Financial Corporation (“Financial”) shall have completed the “Pending SEC Filings” (as defined below).
STOCK TRANSFER, RELEASE AND WAIVER AGREEMENTStock Transfer, Release and Waiver Agreement • April 30th, 2010 • R&g Financial Corp • State commercial banks • Puerto Rico
This STOCK TRANSFER, RELEASE AND WAIVER AGREEMENT (the “Agreement”), dated as of April 28, 2010, is entered into by and among, R&G Financial Corporation, a corporation organized and existing under the laws of the Commonwealth of Puerto Rico (hereinafter, “RGF”), R-G Premier Bank of Puerto Rico, a commercial bank organized and existing under the laws of the Commonwealth of Puerto Rico (hereinafter, “RGP” or the “Bank”), and R&G Mortgage Corp., a corporation organized and existing under the laws of the Commonwealth of Puerto Rico (hereinafter, “RGM”, and together with RGF and RGP, collectively, the “Parties”).
EXHIBIT 1.2 SUPPLEMENT TO AGENCY AGREEMENT SUPPLEMENT TO AGENCY AGREEMENT dated November 26, 2004, among R&G Financial Corporation ("R&G Financial"), R&G Capital Trust VI ("Trust VI"), the Puerto Rico Conservation Trust Fund ("Conservation Trust"),...Agency Agreement • December 2nd, 2004 • R&g Financial Corp • State commercial banks
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • August 29th, 2006 • R&g Financial Corp • State commercial banks • Puerto Rico
This Separation and Release Agreement (“Agreement”) is entered into as of this 28th day of August 2006, between R&G Financial Corporation (the “Company”), R&G Portfolio Management Corporation, R&G Mortgage Corporation, R&G International Corporation, R&G Acquisition Holdings Corporation (collectively, the “Employers”), Vicente Gregorio (the “Employee”) and Carmen A. Martinez, his wife (hereinafter, “Employee and Spouse”), and the conjugal partnership they compose, both of whom are of legal age, married and residents of Puerto Rico.
R&G Financial Corporation Letterhead]R&g Financial Corp • August 29th, 2006 • State commercial banks
This Agreement (the “Agreement”) sets forth the terms and conditions pursuant to which R&G Financial Corporation (the “Company”) will pay you the amount (the “Change of Control Bonus”) of $500,000.00, in the event that a “Change of Control” (as defined below) should occur with respect to the Company between the date hereof and December 31, 2008. Such expiration date shall be extended consistent with the duration of your Employment Agreement with the Company dated as of August 28, 2006 (the “Employment Agreement”).
WITNESSETH:Amended and Restated Agreement and Plan of Merger • October 1st, 1996 • R&g Financial Corp • Asset-backed securities • Puerto Rico
STOCK PURCHASE AGREEMENT DATED AS OF MAY 20, 2007 AMONG FIFTH THIRD FINANCIAL CORPORATION, R&G FINANCIAL CORPORATION, R&G ACQUISITION HOLDINGS CORPORATION AND R-G CROWN BANK, FSBStock Purchase Agreement • May 21st, 2007 • R&g Financial Corp • State commercial banks • Ohio
STOCK PURCHASE AGREEMENT, dated as of May 20, 2007, among Fifth Third Financial Corporation (“Acquiror”), R&G Financial Corporation (“RGF”), R&G Acquisition Holdings Corporation (“RAC”) and R-G Crown Bank, FSB (“Crown Bank”).
EXHIBIT 10.3.1 AMENDMENT NO. 3 TO THE MASTER PRODUCTION AGREEMENT EXECUTED PREVIOUSLY BETWEEN R&G MORTGAGE CORP.R&g Financial Corp • May 10th, 2004 • State commercial banks
SALE AGREEMENT Norberto Medina Zurinaga Office and Interest in Quilichini, Oliver & MedinaSale Agreement • October 27th, 2006 • R&g Financial Corp • State commercial banks
-Sale price to be paid in 25 consecutive payments of $28,207 each, starting on December 15, 2006, and from that point forward on the fifteenth of each subsequent third month, until the final and complete payment.
AGREEMENTAgreement • December 18th, 2006 • R&g Financial Corp • State commercial banks • Puerto Rico
AGREEMENT, dated as of December 15, 2006 between R&G Financial Corporation, a Puerto Rico corporation (the “Company”), and Mr. Rolando Rodriguez (the “Executive”).
R & G Financial Corporation 2004 STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENT2004 Stock Option Plan • September 3rd, 2004 • R&g Financial Corp • State commercial banks • Puerto Rico
Stock Option Agreement (this “Option Agreement”), dated as of (the “Grant Date”), between R & G Financial Corporation (the “Company”) and (the “Participant”). This Option Agreement is pursuant to the terms of the R & G Financial Corporation 2004 Stock Option Plan (the “Plan”), a copy of which has been furnished to the Participant and the terms of which are incorporated herein by reference. Unless otherwise indicated, whenever capitalized terms are used in this Option Agreement, they shall have the meanings set forth in the Plan.
AGREEMENTAgreement • August 29th, 2006 • R&g Financial Corp • State commercial banks • Puerto Rico
AGREEMENT, dated this 28th day of August 2006 between R&G Financial Corporation, a Puerto Rico corporation (the “Company”), and Mr. Andrés Pérez (the “Executive”).
R & G FINANCIAL CORPORATION 2004 STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • September 3rd, 2004 • R&g Financial Corp • State commercial banks • Puerto Rico
Stock Option Agreement (this “Option Agreement”), dated as of (the “Grant Date”), between R & G Financial Corporation (the “Company”) and (the “Participant”). This Option Agreement is pursuant to the terms of the R & G Financial Corporation 2004 Stock Option Plan (the “Plan”), a copy of which has been furnished to the Participant and the terms of which are incorporated herein by reference. Unless otherwise indicated, whenever capitalized terms are used in this Option Agreement, they shall have the meanings set forth in the Plan.
AMENDMENT NUMBER 1 to SECURITIES PURCHASE AGREEMENT by and among R&G FINANCIAL CORPORATION, R&G ACQUISITION HOLDINGS CORPORATION, ELLIOTT ASSOCIATES, L.P. and FINANCIAL STOCKS CAPITAL PARTNERS IV L.P. Dated as of October 1, 2007Securities Purchase Agreement • October 5th, 2007 • R&g Financial Corp • State commercial banks
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of October 1, 2007 by and among R&G Financial Corporation, a Puerto Rico corporation (“RGF”), R&G Acquisition Holdings Corporation, a Florida corporation (the “Company” or “RAC” and, along with RGF, the “Companies”), Elliott Associates, L.P (“Elliott”), and Financial Stocks Capital Partners IV L.P., and, along with Elliott, the “Majority Holders”), with the Majority Holders acting on behalf of all of the investors (each, an “Investor” and collectively, the “Investors”) listed on Schedule A to the Stock Purchase Agreement dated March 27, 2006 between the Companies and such Investors (the “Agreement”). Terms that are not otherwise defined herein shall have the meaning which is set forth in the Agreement and the Operative Documents, as defined in the Agreement.
SECURITIES PURCHASE AGREEMENT by and among R&G FINANCIAL CORPORATION and R&G ACQUISITION HOLDINGS CORPORATION and VARIOUS INVESTORS Dated as of March 27, 2006Securities Purchase Agreement • March 31st, 2006 • R&g Financial Corp • State commercial banks • Florida
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of March 27, 2006 by and among R&G Financial Corporation, a Puerto Rico corporation (“RGF”), R&G Acquisition Holdings Corporation, a Florida corporation (the “Company” or “RAC” and along with RGF, the “Companies”), and the investors listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
