POPULAR INC (Form: 8-K, Received: 09/21/2010 15:43:45)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
September 15, 2010

POPULAR, INC.

(Exact name of registrant as specified in its charter)


Commonwealth of Puerto Rico	001-34084	66-0667416

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


209 Munoz Rivera Avenue Hato Rey, Puerto Rico		00918

(Address of principal executive offices)		(Zip Code)

(787) 765-9800

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


	Item 1.01. Entry into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
EX-2.1
EX-99.2
EX-99.3


Item 1.01.		Entry into a Material Definitive Agreement.

Third Amendment to Agreement and Plan of Merger

On September 15, 2010, Popular, Inc. (“Popular”), its wholly-owned subsidiary EVERTEC, Inc. (“EVERTEC”), and two newly formed subsidiaries of a fund managed by an affiliate of Apollo Management VII, L.P. (“Apollo”), AP Carib Holdings, Ltd. (“AP Carib”) and Carib Acquisition, Inc. (“Merger Sub”), entered into the Third Amendment, dated as of September 15, 2010 (the “Third Amendment”), to the Agreement and Plan of Merger, dated as of June 30, 2010, as amended on August 5, 2010 and August 8, 2010 (the “Merger Agreement” and, as further amended by the Third Amendment, the “Amended Merger Agreement”), among Popular, EVERTEC, AP Carib and Merger Sub. The Third Amendment includes as exhibits (i) the revised forms of certain agreements, including a revised form of Stockholder Agreement (the “Stockholder Agreement”) and a revised form of Amended and Restated Master Service Agreement, (ii) new forms of agreements and (iii) schedules and exhibits to forms of agreements to which Popular and AP Carib had previously agreed, in each case pursuant to a covenant in the Merger Agreement to negotiate in good faith prior to the closing (the “Closing”) of the merger of Merger Sub with and into EVERTEC (the “Merger”) those forms of agreements that will be entered into at the Closing. In addition, the Third Amendment (x) provides for consents to certain adjustments related to changes to the internal reorganization of Popular, Popular International Bank, Inc. (“PIBI”), EVERTEC and Banco Popular de Puerto Rico (“BPPR”) that occurred in part on May 17, 2010 and the terms of which were amended on June 30, 2010 (the “Internal Reorganization”) and (y) reduces the closing payment to reflect, among other things, those changes to the Internal Reorganization and the parties’ agreement that Popular or one of its affiliates will retain certain Venezuela-related assets. The Third Amendment also amends the Merger Agreement to provide (1) for certain obligations of Popular relating to performance bonds and letters of credit necessary for the business of EVERTEC for a period following the Merger, as described below and (2) for Popular to indemnify AP Carib, Merger Sub, EVERTEC and their respective affiliates for certain losses associated with EVERTEC’s operations in Venezuela and Costa Rica, and certain losses associated with the Venezuelan Reorganization (as described below).

The Merger Agreement had been previously amended by the First Amendment (the “First Amendment”), dated August 5, 2010, to the Merger Agreement, and by the Second Amendment, dated August 8, 2010, to the Merger Agreement, which superseded the First Amendment.

Performance Bonds and Letters of Credit

Pursuant to the Amended Merger Agreement, Popular is required for a period of five years following the completion of the Merger to cause, subject to certain exceptions (i) certain performance bonds covering obligations of EVERTEC and/or its subsidiaries to remain outstanding or replace those bonds as needed during that 5-year period and (ii) certain new performance bonds to be issued under similar terms with respect to a new customer program being established by EVERTEC. Subject to the terms and conditions of the Amended Merger Agreement, EVERTEC is required to enter into reimbursement or indemnity agreements with Popular pursuant to which EVERTEC agrees, among other things, to mirror Popular’s obligations to the insurance companies under any indemnity or similar agreements related to such performance bonds. The mirror obligation includes reimbursement by EVERTEC of premiums and related charges paid by Popular and indemnification of Popular for certain losses related to EVERTEC’s failure to perform or otherwise satisfy its obligations covered by such performance bonds, in each case on an unsecured basis, and in each case subject to the terms and conditions of the Amended Merger Agreement. Subject to the terms set forth in the Amended Merger Agreement, Popular must post any required collateral under indemnity agreements with insurance companies related to such performance bonds or bonds replacing such performance bonds. In addition, pursuant to the Amended Merger Agreement, Popular agreed to either replace or, in certain circumstances, provide collateral with respect to certain existing letters of credit or similar instruments issued by banks (including BPPR) to counterparties of EVERTEC and to enter into reimbursement and indemnity agreements with banks with respect to such letters of credit or similar instruments and to cause all such letters of credit to remain outstanding during the five-year period following the Merger, subject to certain exceptions. Popular’s and EVERTEC’s obligations with respect to this arrangement are on terms and conditions substantially similar to those described above with respect to the performance bonds.

CONTADO and Serfinsa Adjustments

Under the terms of the Internal Reorganization, PIBI is required to promptly transfer to Popular and Popular is required immediately thereafter to transfer to EVERTEC each of the equity interests that PIBI currently holds in Servicios Financieros, S.A. de C.V. (“Serfinsa”) and Consorcio de Tarjetas Dominicanas, S.A. (“CONTADO”) that are not transferred to the other shareholders in Serfinsa and CONTADO, respectively, as a result of complying with certain rights of first refusal in favor of such shareholders that are triggered by the proposed transfers to EVERTEC. Under the Amended Merger Agreement, if PIBI or any of its affiliates receives proceeds from the sale of the equity interests in CONTADO or Serfinsa to the other shareholders in such entities prior to the completion of the Merger, the closing payment payable to Popular as part of the Merger will be reduced by 50.0% of the amount received from those other shareholders.

The Amended Merger Agreement further provides that if either of the aforementioned transfers of PIBI’s equity interests in CONTADO or Serfinsa is not completed prior to the consummation of the Merger, PIBI and Popular are required for a period of 12 months following the Merger to continue to seek to sell each of such equity interests to EVERTEC, subject to complying with the applicable rights of first refusal. If during such period, PIBI or any of its affiliates sells any of the equity interests in CONTADO or Serfinsa to the third party shareholders, Popular is obligated to pay 50% of the after-tax proceeds of such transaction to Carib Holdings, Inc. (‘Holdings”) and PIBI is required to sell the remainder of the equity interest in the applicable entity to EVERTEC. If PIBI transfers any equity interest in CONTADO or Serfinsa, respectively, to EVERTEC during the 12-month period or sells all of either such equity interest to the other shareholders of such entities, EVERTEC is required to make a cash payment to PIBI in the amount of $20.0 million in the case of such transfer or sale relating to the CONTADO equity interest and a cash payment of $250,000 in the case of such transfer or sale relating to the Serfinsa equity interest, as applicable. In the event that PIBI or any of its affiliates retains all of either such equity interest at the end of the 12-month period following the Merger, Popular is required to make a payment to Holdings in the amount of $17.0 million with respect to the CONTADO equity interest and $120,000 with respect to the Serfinsa equity interest, as applicable, and would have no further obligation to transfer any such equity interest to EVERTEC. Such payments shall be treated as an adjustment to the closing payment under the Amended Merger Agreement. In addition, Popular is required to pay to Holdings an amount equal to the after-tax proceeds of any dividends received by PIBI or any of its affiliates with respect to any dividends declared or paid to PIBI or any of its affiliates with respect to any equity interest in CONTADO or Serfinsa retained by any such party during the 12-month period following the Merger.

Venezuelan Reorganization

Pursuant to the Amended Merger Agreement and as described below under “Internal Reorganization—Venezuelan Reorganization,” Popular or one of its affiliates will retain EVERTEC’s operations in Venezuela and certain related contracts.

The foregoing description of the Third Amendment is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as an exhibit hereto and is fully incorporated herein by reference.

Stockholder Agreement

The Stockholder Agreement to be entered into at the Closing will govern the corporate governance and operation of Holdings. Pursuant to the Third Amendment, the parties agreed to certain changes to the form of Stockholder Agreement, including with respect to their limited preemptive rights and restrictions with respect to stockholders of Holdings holding, or exercising rights provided under, debt of Holdings or its subsidiaries as described in the Stockholder Agreement.

The foregoing description of the Stockholder Agreement is qualified in its entirety by reference to the full text of such form of agreement, a copy of which is filed as an exhibit hereto and is fully incorporated herein by reference.

Amended and Restated Master Service Agreement

At the Closing, Popular, BPPR and EVERTEC will enter into the Amended and Restated Master Service Agreement (the “MSA”), pursuant to which EVERTEC will provide various processing and information technology services to Popular, BPPR and their respective subsidiaries. Pursuant to the Amended Merger Agreement, the parties agreed to certain changes to the form of MSA, including the addition of a requirement that if BPPR or any of its subsidiaries transfers 50% or more of BPPR’s consolidated assets in Puerto Rico, the U.S. Virgin Islands and the British Virgin Islands (the “Region”), or assets that generate 50% or more of BPPR’s consolidated revenues in the Region for the full twelve month period ending at the time of transfer, then BPPR shall assign all of its rights, duties and obligations under the MSA to such transferee.

The foregoing description of the MSA is qualified in its entirety by reference to the full text of such form of agreement, a copy of which is filed as an exhibit hereto and is fully incorporated herein by reference.

Internal Reorganization

Internal Reorganization

Prior to entering into the Merger Agreement, Popular and its subsidiaries BPPR, PIBI and EVERTEC completed the Internal Reorganization. Under the terms of the previously announced Internal Reorganization, PIBI is required to promptly transfer to Popular and Popular is required immediately thereafter to transfer to EVERTEC each of the equity interests in CONTADO and Serfinsa that are not transferred to the other shareholders pursuant to the rights of first refusal triggered by such proposed transactions after satisfying the requirements of such rights of first refusal. Pursuant to the Second Amendment to the Agreement and Plan of Reorganization dated as of September 15, 2010, to the extent any such transfers are not completed by the closing of the Merger, PIBI and Popular will continue to pursue such transfer in accordance with the terms provided in the Amended Merger Agreement.

Venezuelan Reorganization Agreement

In connection with the Amended Merger Agreement, Popular, EVERTEC, PIBI and EVERTEC de Venezuela, C.A. (“EVERTEC Venezuela”) entered into an Agreement and Plan of Reorganization, dated as of September 15, 2010 (the “Venezuelan Reorganization Agreement”), pursuant to which EVERTEC will transfer all the issued and outstanding common stock in EVERTEC Venezuela to PIBI prior to the closing of the Merger. As a result of this internal transfer, EVERTEC Venezuela will become a wholly-owned subsidiary of PIBI. Under the terms of the Venezuelan Reorganization Agreement, EVERTEC will also assign to EVERTEC Venezuela (1) certain service agreements under which EVERTEC provides various processing and back-office services to financial institutions that are located, or engage in activities, in Venezuela, and (2) receivables arising under the assigned service agreements as well as other receivables related to EVERTEC’s Venezuelan operations. In connection with these transfers, EVERTEC Venezuela will assume all obligations and liabilities related to the assigned service agreements. In the event EVERTEC is unable to assign one or more service agreements to EVERTEC Venezuela because EVERTEC is unable to obtain the required third party consents or approvals, then EVERTEC is obligated to hold the claims and benefits arising under such service agreements in trust for the benefit of PIBI and EVERTEC Venezuela until the earlier of (1) the date that EVERTEC obtains the required consents or approvals and (2) the date that a transition services agreement between EVERTEC and EVERTEC Venezuela expires or is terminated.


Item 9.01		Financial Statements and Exhibits

(d) Exhibits.


Exhibit 2.1		Third Amendment to the Agreement and Plan of Merger, dated as of September 15, 2010, among Popular, Inc., EVERTEC, Inc., AP Carib Holdings, Ltd. and Carib Acquisition, Inc.

Exhibit 99.2		Form of Stockholder Agreement

Exhibit 99.3		Form of Amended and Restated Master Service Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


POPULAR, INC.
By:	/s/ Ileana González
	Name:	Ileana González
	Title:	Senior Vice President and Comptroller

Dated: September 21, 2010

Exhibit 2.1

THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This Third Amendment (this “ Amendment ”), dated as of September 15, 2010, is made and entered into by and among (i) Popular, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (“ Stockholder ”), (ii) AP Carib Holdings, Ltd., an exempted company organized under the laws of the Cayman Islands with limited liability (“ Parent ”), (iii) Carib Acquisition, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (“ Merger Sub ”) and (iv) EVERTEC, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (the “ Company ”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement (as defined below).

WHEREAS, the Stockholder, Parent, Merger Sub and the Company are parties to that certain Agreement and Plan of Merger, dated as of 11:59 P.M., June 30, 2010 as amended on August 5, 2010 and August 8, 2010 (the “ Merger Agreement ”);

WHEREAS, prior to entering into the Merger Agreement, Stockholder, the Company, BPPR and PIBI entered into that certain Master Reorganization Agreement, as amended by the MRA Amendment, and now such parties further amend such Master Reorganization Agreement as set forth in the Second Amendment to the Agreement and Plan of Reorganization (the “ Second MRA Amendment ”) attached hereto as Exhibit 14;

WHEREAS, prior to entering into the Merger Agreement, the Company and, BPPR entered into that certain Business Transfer Agreement and now amend such Business Transfer Agreement as set forth in the First Amendment to the Business Transfer Agreement (the “ BTA Amendment ”) attached hereto as Exhibit 15;

WHEREAS, prior to entering into the Merger Agreement, the Company and, BPPR entered into that certain BPPR IP Transfer Agreement and now amend such BPPR IP Transfer Agreement as set forth in the First Amendment to the BPPR IP Transfer Agreement (the “ BPPR IPTA Amendment ”) attached hereto as Exhibit 16;

WHEREAS, contemporaneously with the execution and delivery of this Amendment, Stockholder, PIBI and the Company are entering into that certain Agreement and Plan of Reorganization, attached hereto as Exhibit 18 (the “ Venezuelan Reorganization Agreement ”), pursuant to which, among other things, the Company will transfer to PIBI all right, title and interest in and to the shares of capital stock of EVERTEC de Venezuela, C.A. (“ EV ”) held by the Company and transfer certain services agreements pursuant to which the Company provides certain financial data and transaction processing services, in coordination with EV, as set forth in Schedule 1 to the Venezuela Reorganization Agreement (the “ Venezuela Customer Contracts ”) to EV and/or PIBI and therefore the Parties desire to amend the Merger Agreement to refine the terms and conditions of the Merger Agreement relating to the EV Transfer;

WHEREAS, the Parties have determined that PIBI’s Foreign Equity Investment in Serfinsa will not be transferred to the Company prior to the Closing and PIBI’s Foreign Equity Investment in Contado may not be transferred to the Company prior to the Closing and therefore

desire to amend the Merger Agreement to refine the terms and conditions of the Merger Agreement and the Master Reorganization Agreement relating to Serfinsa and Contado;

WHEREAS, the Parties have determined that it is necessary to enter into certain additional Ancillary Agreements and therefore desire to amend the Merger Agreement to refine the terms and conditions of the Merger Agreement relating to the completion of the other Ancillary Agreements;

WHEREAS, as a condition to the willingness of Parent and Merger Sub to enter into this Amendment, the Stockholder, as sole stockholder of the Company, has agreed to deliver immediately following the execution of this Amendment an irrevocable written consent (an “ Additional Stockholder Written Consent ”) approving and adopting the Merger and the Merger Agreement as amended by this Amendment (an “ Additional Stockholder Approval ”);

WHEREAS, the Stockholder Approval, together with the Additional Stockholder Approval, constitutes the approval of holders of a type and number of shares of capital stock of the Company sufficient to approve the Merger Agreement (as amended by this Amendment) and approve the Merger as required under Commonwealth Law, the Company’s Articles of Incorporation and Bylaws, and any applicable agreements between the Company, on the one hand, and any holders of its capital stock, on the other hand (the “ Required Stockholder Approval ”);

WHEREAS, Section 9.3 of the Merger Agreement provides, among other things, that the Merger Agreement may be amended only in a writing signed by Parent, Merger Sub, the Company and Stockholder (collectively, the “ Parties ”); and

WHEREAS, the Parties desire to amend the Merger Agreement as set forth in this Amendment;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Merger Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

A. Amendments to the Merger Agreement . The Merger Agreement is hereby amended as follows:

1. Table of Contents . The list of Exhibits set forth in the Table of Contents of the Merger Agreement is hereby amended and restated by deleting the list of Exhibits and replacing the list with the list set forth in Exhibit A to this Amendment.

2. Recitals . The second, third, fourth and ninth recitals in the Merger Agreement shall be amended and restated as follows:

Second Recital : “WHEREAS, Stockholder, the Company, BPPR and PIBI entered into that certain Agreement and Plan of Reorganization, dated May 17, 2010 attached hereto as Exhibit 5 (the “ Master Reorganization Agreement ”) as amended by the First Amendment to the Agreement and Plan of Reorganization dated June 30, 2010 attached hereto as Exhibit 12 (the “ MRA Amendment ”) and the Second Amendment to the Agreement and Plan of Reorganization

attached hereto as Exhibit 14 (the “ Second MRA Amendment ”), pursuant to which, among other things, PIBI (A) transferred (directly or indirectly) to the Company all right title and interest in and to the shares (the “ Foreign Shares ”) of capital stock held by it in ATH Costa Rica, S.A., a sociedad anónima organized under the laws of Costa Rica and T.I.I. Smart Solutions Inc., a BVI business company incorporated under the laws of the British Virgin Islands and EVERTEC Latinoamérica, S.A., a sociedad anónima organized under the laws of Costa Rica (“ Evertec/Latam ”), and (B) will transfer (directly or indirectly) to the Company all right title and interest in and to the shares of capital stock held by it in (except to the extent any shares are purchased by third parties pursuant to rights of first refusal): (I) Consorcio de Tarjetas Domincanas, S.A., a sociedad anónima organized under the laws of the Dominican Republic (“ Contado ”) and (II) Servicios Financieros, S.A. de C.V., a sociedad anónima organized under the laws of El Salvador (“Serfinsa”) (the entities in clause (A) collectively and together with their respective Subsidiaries, the “ Foreign Subsidiaries ” and shares or the shares of capital stock in the entities in clauses (B)(I) and (B)(II), collectively, the “ Foreign Equity Investments ”);”

Third Recital : “WHEREAS, the Company and BPPR entered into that certain Merchant and TicketPop Business Transfer and Reorganization Agreement, dated June 30, 2010 attached hereto as Exhibit 6 (the “ Business Transfer Agreement ”) as amended by the First Amendment to the Business Transfer Agreement attached hereto as Exhibit 15 (the “ BTA Amendment ”), pursuant to which, among other things, (i) BPPR transferred to the Company the Transferred Assets (as defined in the Business Transfer Agreement, as amended), and the Company assumed the Assumed Liabilities (as defined in the Business Transfer Agreement, as amended); (ii) the Company and BPPR entered into (A) that certain ISO, Sponsorship (BIN/ICA) and Services Agreement attached hereto as Exhibit 7 (the “ ISO Agreement ”), (B) that certain TicketPop Service Agreement attached hereto as Exhibit 8 (the “ TicketPop Service Agreement ”), and (C) that certain Centro Europa Building Lease attached hereto as Exhibit 9 (the “ Centro Europa Building Lease ”), and the Company and BPPR entered into that certain BPPR IP Transfer Agreement, dated June 30, 2010, attached hereto as Exhibit 11 (the “ BPPR IP Transfer Agreement ”) pursuant to which BPPR transferred to the Company the BPPR Transferred IP (as defined in the BPPR IP Transfer Agreement), as amended by the First Amendment to the BPPR IP Transfer Agreement attached hereto as Exhibit 16 (the “ BPPR IPTA Amendment ”);”

Fourth Recital : “WHEREAS, prior to Closing, Stockholder, PIBI and the Company will enter into that certain Agreement and Plan of Reorganization attached hereto as Exhibit 18 (the “ Venezuelan Reorganization Agreement ”), pursuant to which, among other things, the Company will, prior to the Closing and the filing of the Certificate of Merger, transfer to PIBI all right, title and interest in and to the shares of capital stock of EVERTEC de Venezuela, C.A. (“ EV ”) held by the Company, and transfer certain service agreements pursuant to which the Company provides certain financial data and transaction processing services, in coordination with EV, as set forth in Schedule 1 to the Venezuela Reorganization Agreement (the “ Venezuela Customer Contracts ”) to EV and/or PIBI (such transaction and the other transactions contemplated by the EV Transfer Documents, collectively the “ EV Transfer ”);

WHEREAS, (i) prior to the execution hereof, the transactions contemplated by (i) the Master Reorganization Agreement, as amended by the MRA Amendment, and (ii) the Business Transfer Agreement, to be consummated on the Closing Date (as defined in the Master

Reorganization Agreement) were consummated in accordance with their terms and therefore, as of the date hereof, the Company owns all the Foreign Shares (other than EVERTEC/Latam and the Foreign Equity Investments) and owns and operates the Merchant Acquiring Business and TicketPop Business formerly owned and operated by BPPR and (ii) on September 8, 2010, the transfer of the EVERTEC/Latam contemplated by the Master Reorganization Agreement, as amended by the MRA Amendment, was consummated and therefore from and after such date the Company owns all the Foreign Shares (other than the Foreign Equity Investments) (with the execution of the other Internal Reorganization Documents (as hereinafter defined) collectively, including the transfer of Foreign Equity Investments, subject to the terms and conditions set forth in the MRA Amendment and the Second MRA Amendment, the “ Internal Reorganization ”);”

Ninth Recital : “WHEREAS, the Stockholder Approval, together with any Additional Stockholder Approvals (as defined herein), constitutes the approval of holders of a type and number of shares of capital stock of the Company sufficient to approve this Agreement and approve the Merger as required under Commonwealth Law, the Company’s Articles of Incorporation and Bylaws, and any applicable agreements between the Company, on the one hand, and any holders of its capital stock, on the other hand (the “ Required Stockholder Approval ”).”

3. Section 1.1 — Definitions . (a) Section 1.1 of the Merger Agreement is hereby amended by amending and restating the following definitions as set forth below:

“ Amended & Restated Leases ” means the Amended & Restated Centro Europa Building Lease, the Third Cupey Center Lease Amendment, the Third Tres Monjitas Sublease Amendment and the Señorial Building Lease.

“ Amended & Restated MSA Service Addenda ” means (i) the Amended and Restated Service Addendum — Information Security Help Desk Service Addendum, (ii) the Amended and Restated Service Addendum – Hosting and Maintenance Services, (iii) the Amended and Restated Service Addendum – Anti-SPAM and Anti-Virus Management Services, (iv) the Amended and Restated Service Addendum – EZ Statement Service, (v) the Amended and Restated Service Addendum – ATM Driving and Card Management Services, (vi) the Dedicated Resources Services Addendum and (vii) the Amended and Restated Service Addendum – Remote Capture Services.

“ Amended ATH Network Participation Agreement ” means (i) the amended and restated ATH Network Participation Agreement to be entered into by BPPR and the Company at or prior to Closing, substantially in the form attached hereto as Exhibit 1.1(a)(E)(1), (ii) the ATH Fee Schedule and (iii) the New ATH Network Riders.

“ Amended EVERTEC Articles ” means the amended and restated Certificate of Incorporation of the Company, substantially in the form attached hereto as Exhibit 1.1(a)(Z).

“ Amended EVERTEC By-Laws ” means the amended and restated By-laws of the Company substantially in the form attached hereto as Exhibit 1.1(a)(ZZ).

“ Amended and Restated ISO Agreement ” means (i) the amended and restated Independent Sales Organization Sponsorship and Services Agreement between BPPR and the Company to be entered into at or prior to Closing, substantially in the form attached hereto as Exhibit 1.1(a)(L)(1) and (ii) the Merchant Application Approval Policy.

“ Amended and Restated TicketPop Service Agreement ” means the amended and restated TicketPop Service Agreement between BPPR and the Company to be entered into at or prior to Closing, substantially in the form attached hereto as Exhibit 1.1(a)(U).

“ Ancillary Agreements ” means, collectively, the Stockholder Agreement, the Amended & Restated Holdco Articles, the Amended & Restated Holdco By-laws, the Amended & Restated Master Services Agreement, the New Service Addenda, the Amended & Restated MSA Service Addenda, the MSA Outsourcing Policies and Procedures, the FCC Side Letter, the IP Purchase and Sale Agreement, the Transition Services Agreement, the Amended ATH Network Participation Agreement, the New ATH Network Riders, the ATH Fee Schedule, ATH Support Agreement, the Third Tres Monjitas Sublease Amendment, the Third Cupey Center Lease Amendment, the Amended & Restated Centro Europa Building Lease, the Señorial Building Lease, the Amended & Restated TicketPop Service Agreement, the Amended and Restated ISO Agreement, the Merchant Application Approval Policy, the Third Party Master Beneficiary Escrow Service Agreement, the Technology Agreement, the Apollo Consulting Agreement, the Popular Consulting Agreement, the EV Transfer Documents, and the Virgin Islands Services Agreement.

“ Applicable Employees ” means (i) the employees set forth on Schedule 1.1(c) to the Stockholder Disclosure Schedule who are (A) employees of Stockholder or its Affiliates (other than the Companies) who are being or have been transferred in connection with the transactions contemplated by the Business Transfer Agreement (as amended by the BTA Amendment) and the Master Reorganization Agreement (as amended by the MRA Amendment and Second MRA Amendment); (B) employees on leave of absence or on disability (long term or short term), provided such employee returns to active employment within six months of the Closing Date or within a time period of the applicable reserve of employment established by any of the Commonwealth social protection statutes, including the Compensation System for Work Related Accidents Act (workmen’s compensation) and the Temporary Disability Benefit Act (non-occupational disability benefits) and/or the applicable Laws of the Foreign Jurisdictions; and (ii) the employees of the Companies.

“ ATH Support Agreement ” means an agreement between the Company and Stockholder to be entered into at Closing, substantially in the form attached hereto as Exhibit 1.1(a)(W).

“ Base Working Capital Value ” means $43,400,000.

“ Closing Payment ” shall mean an amount equal to (i) $637,850,000 minus (ii) the sum of (A) the product of the Equity Ratio multiplied by the Overfund Amount, and (B) if applicable, an amount equal to 50.0% of the After-Tax Aggregate Proceeds received from the sale by PIBI (or any Affiliate thereof) of any portion of its equity interests in Contado and

Serfinsa in conjunction with a right of first refusal or otherwise minus (iii) $32,000,000 minus (iv) the Serfinsa Holdback Amount, minus (v) the Contado Holdback Amount.

“ Closing Working Capital ” means the difference between (i) the current assets of the Companies (other than current assets of EV and other than the P/SSA Receivables, the PSA Receivables and the Other Receivables (each as defined in the Venezuela Reorganization Agreement)), minus (ii) the current liabilities of the Companies (other than EV) (for the avoidance of doubt, which do not include any of the items of current assets or current liabilities excluded therefrom in accordance with the Applicable Accounting Principles and which includes all Liabilities incurred by the Companies in connection with the Scheduled Transaction Bonuses whether before, at or after Closing, including all related employer payroll Taxes), in each case, as of the close of business on the Closing Date and calculated in accordance with the Applicable Accounting Principles.

“ Companies ” means the Company and its Subsidiaries, including the Foreign Subsidiaries, and Contado; provided that, for purposes of Articles V and VII only, Companies shall not include EV with respect to periods following the Closing.

“ Estimated Closing Working Capital ” means the difference, as set forth on the Estimated Closing Statement, between (i) the estimated current assets of the Companies (other than current assets of EV and other than the P/SSA Receivables, the PSA Receivables and the Other Receivables (each as defined in the Venezuela Reorganization Agreement), minus (ii) the estimated current liabilities of the Companies (other than EV) (for the avoidance of doubt, which do not include any of the items of current assets or current liabilities excluded therefrom in accordance with the Applicable Accounting Principles and which includes all Liabilities incurred by the Companies in connection with the Scheduled Transaction Bonuses whether before, at or after Closing, including all related employer payroll Taxes), in each case, as of the close of business on the Closing Date and calculated in accordance with the Applicable Accounting Principles.

“ EV ” has the meaning set forth in the Recitals.

“ Internal Reorganization Documents ” means (i) the Master Reorganization Agreement as amended by the MRA Amendment and the Second MRA Amendment, (ii) the Business Transfer Agreement as amended by the BTA Amendment, (iii) the Operative Documents (as defined in the Business Transfer Agreement, as amended), (iv) the BPPR IP Transfer Agreement as amended by the BPPR IPTA Amendment, (v) the TicketPop Service Agreement, (vi) the Centro Europa Building Lease, (vii) the Señorial Building Lease, and (viii) the ISO Agreement (as amended by the First ISO Amendment) and any other ancillary agreements, schedules or exhibits contemplated thereby.

“ New ATH Network Riders ” means (i) the new service riders to the Amended ATH Network Participation Agreement with respect to the following services: (ii) ATM Terminal Driving Services; (iii) NYCE POS Terminals; and (iv) Mobile Phone ATM Airtime, in each case, substantially in the form attached hereto as Exhibit 1.1(a)(E)(3).

“ New Service Addenda ” means (i) the Collocation Services Addendum, (ii) the Disaster Recovery Service Addendum, (iii) the Transition Assistance Addendum, (iv) EVERPay Kiosk Systems Service Addendum, (v) Fraud Monitoring Service Addendum and (vi) Fleet Card Services Addendum.

“ Stockholder Parties ” means BPPR, PIBI and any other Affiliate of Stockholder (other than the Companies (other than EV)) that is a party to any Ancillary Agreement, Closing Document or Internal Reorganization Document.

“ Technology Agreement ” means the Technology Agreement between Stockholder and the Company to be entered into at Closing, substantially in the form attached hereto as Exhibit 1.1(a)(F)(2).

“ Third Party Master Beneficiary Escrow Services Agreement ” means the Third Party Master Beneficiary Services Agreement(s) among Stockholder, the Company and the Technology Escrow Agent to be entered into at Closing, substantially in the form attached hereto as Exhibit 1.1(a)(F)(1).

“ Third Tres Monjitas Sublease Amendment ” means the Third Amendment to the Sublease Agreement, dated January 1, 2004, as amended by an Office Building Lease Memorandum of Lease dated August 23, 2007, the First Amendment, dated January 1, 2008, and the Second Amendment, dated February 9, 2010, between BPPR and the Company to be entered into at Closing, substantially in the form attached hereto as Exhibit 1.1(a)(K).

4. Section 1.1 of the Merger Agreement is hereby amended by inserting the following definitions in appropriate alphabetical order:

“ Additional Stockholder Approval ” means an Additional Stockholder Written Consent approving and adopting the Merger and this Agreement, as amended.

“ Additional Stockholder Written Consent ” means the written consent of the Stockholder to an amendment to this Agreement for which stockholder approval is required under the CGCL.

“ After-Tax Dividend Proceeds ” means the amount of the aggregate proceeds received by PIBI in respect of any dividend or distribution declared or paid with respect to a Foreign Equity Investment minus the amount of any and all Taxes incurred by Stockholder, PIBI or any of their respective Affiliates on any such dividend or distribution and/or otherwise paid or payable incident to such dividend or distribution (in each case net of any deductions or credits available to offset such Taxes).

“ Amended and Restated Service Addendum – Remote Capture Services ” means the Amended and Restated Service Addendum – Remote Capture Services by and between BPPR and the Company to be entered into at Closing, substantially in the form attached hereto as Exhibit 1.1(a)(M)(7).

“ Apollo Consulting Agreement ” means the Consulting Agreement to be entered into at Closing, among the Company, Holdco and Apollo Management VII, L.P., substantially in the form attached hereto as Exhibit 1.1(a)(ZZZ)(1).

“ BPPR IPTA Amendment ” has the meaning set forth in the Recitals.

“ BTA Amendment ” has the meaning set forth in the Recitals.

“ Contado Purchase Price ” means an amount equal to $20,000,000.

“ Contado Holdback Amount ” means (i) to the extent that prior to Closing, the Foreign Equity Investment in Contado (other than any shares that are purchased by third parties pursuant to rights of first refusal) has not been transferred to the Company, an amount equal to $20,000,000, and (ii) in all other circumstances, an amount equal to $0.00.

“ Contado Remaining Amount ” means an amount to equal to $17,000,000.

“ EVERPay Kiosk Systems Service Addendum ” means the Kiosk Systems Service Addendum between BPPR and the Company to be entered into at or prior to Closing, substantially in the form attached hereto as Exhibit 1.1(a)(P)(4).

“ EV Transfer ” has the meaning set forth in the Recitals.

“ EV Transfer Documents ” means the Venezuelan Reorganization Agreement, the Venezuela TSA, and the Venezuelan Assignment and Assumption Agreements, the Venezuela Promissory Notes and any other ancillary agreements, schedules or exhibits contemplated thereby.

“ FCC Side Letter ” means the Letter Agreement for Private Carrier Services between the Company and Stockholder to be entered into at or prior to Closing, substantially in the form attached hereto as Exhibit 1.1(a)(Y).

“ Fleet Card Services Addendum ” means the Fleet Card Services Addendum between BPPR and the Company to be entered into at or prior to Closing, substantially in the form attached hereto as Exhibit 1.1(a)(P)(5).

“ Foreign Equity Dividend ” has the meaning set forth in Section 2.9.

“ Fraud Monitoring Service Addendum ” means the Fraud Monitoring and Hosting Service Addendum between BPPR and the Company to be entered into at or prior to Closing, substantially in the form attached hereto as Exhibit 1.1(a)(P)(4).

“ IVU Lotto Proposal ” means the joint Harmonization Proposal of the Company and Softek, Inc., dated June 11, 2010, in response to the Commonwealth of Puerto Rico Department of Treasury’s Request for Proposal — Technology Improvements for Collections and Fiscalization of Sales Use Tax or any similar proposal by the Company in response to such request for proposal.

“ Mobile Banking Service ” means a service provided by the Company under the Amended ATH Network Participation Agreement that allows users subscribing to the service to access their designated banking account information and perform certain banking transactions.

“ OFAC ” means Office of Foreign Assets Control, U.S. Department of the Treasury.

“ Penalty Notice ” has the meaning ascribed to such term set forth in 31 Code of Federal Regulations Section 501.703(j).

“ Post-Closing Foreign Equity Adjustmen t” has the meaning set forth in Section 2.9.

“ Popular Consulting Agreement ” means the Consulting Agreement to be entered into at Closing, among the Company, Holdco and Stockholder, substantially in the form attached hereto as Exhibit 1.1(a)(ZZZ)(2).

“ Reorganization Transactions ” means the transactions contemplated by the Internal Reorganization.

“ ROFR Transfer Period ” has the meaning set forth in Section 5.13(b).

“ Scheduled Transaction Bonuses ” means the transaction bonus payable to certain employees of the Company as set forth in Schedule 2.4(b) of the Stockholder Disclosure Schedule.

“ Schedule 7.13 Matters ” has the meaning set forth in Section 7.13

“ Serfinsa Holdback Amount ” means (i) to the extent that prior to Closing, the Foreign Equity Investment in Serfinsa (other than any shares that are purchased by third parties pursuant to rights of first refusal) has not been transferred to the Company an amount equal to $250,000, and (ii) in all other circumstances, an amount equal to $0.00.

“ Second MRA Amendment ” has the meaning set forth in the Recitals.

“ Señorial Building Lease ” means the lease agreement with respect to the premises located at the El Señorial Center between BPPR and the Company to be entered into at or prior to Closing, substantially in the form attached hereto as Exhibit 17.

“ Serfinsa Purchase Price ” means an amount equal to $250,000.

“ Serfinsa Remaining Amount ” means an amount to equal to $120,000.

“ Venezuela Contract Assignment ” has the meaning set forth in Section 5.26.

“ Venezuela Customer Contracts ” has the meaning set forth in the Recitals.

“ Venezuelan Assignment and Assumption Agreements ” has the meaning set forth in Section 5.26.

“ Venezuelan Reorganization Agreement ” has the meaning set forth in the Recitals.

“ Venezuela Promissory Notes ” means the (i) P/SSA Note and the (ii) PIBI Note (as each such term is defined in the Venezuelan Reorganization Agreement).

“ Venezuelan TSA ” has the meaning set forth in Section 5.26.

“ Virgin Islands Services Agreement ” means the Virgin Islands Services Agreement between BPPR and the Company to be entered into at or prior to Closing, substantially in the form attached hereto as Exhibit 1.1(a)(X).

“ VZ Business ” has the meaning set forth in Section 7.2(a).

(i) “EV Sale”;

(ii) “Mobile Banking Service Rider”; and

(iii) “Assignment/Change in Control Rider”.

5. Definition of Material Adverse Effect . The definition of Material Adverse Effect in Section 1.1 of the Merger Agreement is hereby amended by inserting the following as a new clause (viii) immediately prior to the second proviso of such definition:

“(viii) any fact, event, change, effect, development, condition or occurrence to the extent such fact, event, change, effect, development, condition or occurrence affects EV or, to the extent transferred or to be transferred to EV prior to the Closing, the VZ Business, in each case other than any fact, event, change, effect, development, condition or occurrence that has had or would reasonably be expected to have a material adverse effect on the Companies (other than EV), taken as whole, taking into account such transfers and giving effect to the EV Transfer;”

6. Section 1.3 Interpretational Provisions . The Merger Agreement is hereby amended by inserting the following as the new Section 1.3(c):

“(c) The phrase “date hereof”, “date of this Agreement”, “as of the ‘Closing’ contemplated by the Business Transfer Agreement pursuant to section 2.5 of the Business Transfer Agreement” and other phrases of similar import, and (to the extent used to describe a point in time) “execution of this Agreement”, “consummation of the Reorganization Transactions”, “consummation of the Internal Reorganization” and other phrases of similar import, shall be deemed to refer for all purposes of this Agreement (including Article III) to (i) September 15, 2010 with respect to the Second MRA Amendment, the BPPR IPTA Amendment,

the BTA Amendment, the ISO Agreement (as amended by the First ISO Amendment) and the Seňorial Building Lease and (ii) June 30, 2010 with respect to all other matters.”

7. Section 2.3 Closing Payment Procedures, 2.4 Pre-Closing Adjustment, 2.5 Post-Closing True-up and 2.9 Post-Closing Foreign Equity Payments.

(a) Section 2.3 of the Merger Agreement is hereby amended by deleting the last two sentences thereof.

(b) Section 2.4(a) of the Merger Agreement is hereby amended and restated as set forth below:

“Stockholder shall prepare, or cause to be prepared, and deliver to Parent on or before the date that is three days before the anticipated Closing Date a statement (the “ Estimated Closing Statement ”) consisting of (A) an estimated consolidated balance sheet of the Companies (other than EV) as of the close of business on such anticipated Closing Date, (B) a good faith estimation in reasonable detail of the Estimated Closing Working Capital derived from such balance sheet and (C) a good faith calculation of the amounts of any contribution or payments required under Section 2.4(b). The Estimated Closing Statement shall be prepared in accordance with GAAP applied on a basis consistent with the accounting principles, methods, practices, policies and procedures (with consistent classifications, judgments and valuation and estimation methodologies) that were used to prepare the Historical Financial Statements, except as set forth in Exhibit 2.4(a) (with such exceptions, the “ Applicable Accounting Principles ”). For illustrative purposes, Exhibit 2.4(a) contains a pro forma calculation of the Estimated Closing Working Capital (provided, however, that such illustrative calculation includes EV) as of December 31, 2009 applying the Applicable Accounting Principles.”

“As soon as practicable, but in no event more than 90 days following the Closing Date, Parent shall prepare, or cause to be prepared, and deliver to Stockholder a statement (the “ Closing Statement ”) consisting of (i) an unaudited consolidated balance sheet of the Companies (other than EV) as of the close of business on the Closing Date, (ii) a good faith calculation in reasonable detail of the Closing Working Capital derived from such balance sheet and (iii) a good faith calculation of the amount of any payment required under Section 2.5(e). The Closing Statement shall be prepared in accordance with the Applicable Accounting Principles and shall be consistent with the Estimated Closing Statement with respect to form and format.”

(d) The Merger Agreement is hereby amended by inserting the following as a new Section 2.9:

“Section 2.9 Post-Closing Foreign Equity Payments . If Stockholder or any of its Affiliates receives during the ROFR Transfer Period any amount from the sale by PIBI or any of its Affiliates of any portion of its Foreign Equity Investment in Contado or Serfinsa in conjunction with the exercise of a right of first refusal or otherwise during the ROFR Transfer Period, it shall pay to Holdco an amount equal to 50% of the After-Tax Aggregate Proceeds as

further provided herein, at the time of the transfer of a portion of the applicable Foreign Equity Investment to the Company (each such amount being a “ Post-Closing Foreign Equity Adjustmen t”). Such payment shall be treated as an adjustment to the Merger Consideration for Tax purposes. If Stockholder or its Affiliates does not complete the transfer of a portion of the Foreign Equity Investment in Serfinsa or Contado to the Company as required by Section 5.13(b), Stockholder shall pay to Holdco the Contado Remaining Amount with respect to Contado and the Serfinsa Remaining Amount with respect to Serfinsa, as applicable, as promptly as practicable after the expiration of the ROFR Transfer Period. Such payments shall be treated as an adjustment to the Merger Consideration for Tax purposes. For the avoidance of doubt, Stockholder shall not be obligated to pay such Contado Remaining Amount or Serfinsa Remaining Amount, as applicable, if no shares of capital stock in such Foreign Equity Investment can be transferred due to the fact that the entire applicable Foreign Equity Investment was acquired pursuant to the applicable rights of first refusal and, for the avoidance of doubt, the applicable Post-Closing Foreign Equity Adjustment shall be made. Furthermore, to the extent any dividends or distributions are declared or paid to PIBI or any of its Affiliates (other than Holdco or any of its Subsidiaries) with respect to a Foreign Equity Investment following the Closing and prior to the expiration of the ROFR Transfer Period, an amount equal to the After-Tax Dividend Proceeds of such dividends or distributions shall be paid by the Stockholder to the Holdco as promptly as practical after receipt thereof (each such amount being a “ Foreign Equity Dividend ”). Such payment of any Foreign Equity Dividends shall be treated as an adjustment to the Merger Consideration for Tax purposes. Parent and Stockholder shall cause Holdco to contribute to the Company, as an additional contribution to capital, any amounts received as a Post-Closing Foreign Equity Adjustment, the Serfinsa Remaining Amount or Contado Remaining Amount or as a Foreign Equity Dividend

8. Section 3.1 Capitalization . Section 3.1(b)(i) of the Merger Agreement is hereby amended and restated as set forth below:

“the authorized capital stock of the Company shall consist of 2,500,000 shares of common stock, par value $1.00 per share, 822,279 of which will be issued and outstanding and will have been duly authorized, validly issued, fully paid and nonassessable (subject to adjustment for (i) any transfer of PIBI’s Foreign Equity Investment in CONTADO pursuant to the Master Reorganization Agreement (as amended by the MRA Amendment and the Second MRA Amendment) prior to Closing and/or (ii) any change in the book value of certain accounts receivable to be transferred by the Company pursuant to the EV Transfer Documents),”

9. Section 3.9(e) Compliance with Laws . The lead in to Section 3.9(e) of the Merger Agreement (but not sub-clauses (i) through (v)) is hereby amended and restated as set forth below:

“For purposes of this Agreement, the following terms have the meanings ascribed to such terms in this Section 3.9(e):”

10. Section 3.31 EV Customer Contracts; Receivables . (a) The Merger Agreement is hereby amended by inserting the following as a new Section 3.31:

“Section 3.31 EV Customer Contracts; Receivables . The revenues of the Companies attributable to the Venezuela Customer Contracts were included in the calculation of EBITDA of the VZ Business used to determine the value of the VZ Business in connection with the reduction of the Closing Payment pursuant to clause (iii) of the definition thereof. The P/SSA Receivables and PSA Receivables are payment obligations under the Venezuela Customer Contracts and the Other Receivables arose from the VZ Business.”

(b) The final sentence of Section 7.2(b) of the Merger Agreement is hereby amended and restated as follows:

“Notwithstanding the foregoing, this Section 7.2(b) does not apply to indemnification obligations directly or indirectly relating to or arising out of any breach or inaccuracy of any representation and warranty under any of the Fundamental Representations, the Extended Survival Representations and the representation set forth in Section 3.31 or to Stockholder’s indemnification obligation set forth in Section 5.4.”

11. Section 5.4 Tax Matters . Section 5.4 of the Merger Agreement is hereby amended by inserting the following after sub-clauses (iii):

“and (iv) any Taxes imposed with respect to the transactions contemplated by the EV Transfer Documents or the transactions contemplated by Section 5.13(b); provided , however , that with respect to Contado and Serfinsa, references in clauses (i), (ii) and (iii) hereof to “Closing Date” and “Closing” shall be determined based on the time of closing of the transaction contemplated by Section 5.13(b).”

12. Section 5.5 Employee and Benefit Matters . (a) The Merger Agreement is hereby amended by deleting the last sentence of Section 5.5(a).

(b) Section 5.5 of the Merger Agreement is hereby amended by inserting the following as a new Subsection 5.5(n):

“(n) Employees of EV and the EV Business. Notwithstanding anything to the contrary set forth herein, none of the Companies shall have any obligations under this Section 5.5 in respect of any employees of EV or any employees of the Company primarily serving the VZ Business.”

13. Section 5.6 Non-Competition . Section 5.6(c) of the Merger Agreement is hereby amended by inserting the following immediately following the proviso contained in the first sentence thereof:

“; provided further that, notwithstanding anything to the contrary contained herein, Stockholder and its Affiliates shall be permitted to own EV, Contado and Serfinsa and to directly or indirectly engage in, manage, control, license or participate in the business currently conducted by EV in Venezuela and the business consisting of servicing the Venezuelan Customer Contracts and, to the extent related to ownership of equity interests of Contado or Serfinsa, the business of Contado or Serfinsa, respectively.”

14. Section 5.13 Internal Reorganization . Section 5.13 of the Merger Agreement is hereby amended and restated as set forth below:

“Section 5.13 Internal Reorganization; Contado; Serfinsa . (a) From and after the date hereof Stockholder shall not, and shall cause the Stockholder Parties and the Companies not to, amend, modify, terminate, supplement or waive any term or provision of the Internal Reorganization Documents or the IP Purchase & Sale Agreement without the prior written consent of Parent. Following the date hereof, Stockholder shall and shall cause its Affiliates to complete any transactions contemplated by the Master Reorganization Agreement (as Amended by the MRA Amendment and the Second MRA Amendment) and the Business Transfer Agreement (as amended by the BTA Amendment) not completed prior to the date hereof as promptly as practical, including without limitation the transfer of any Foreign Shares or Foreign Equity Investments following compliance with the applicable transfer, restrictions including rights of first refusal.

(b) To the extent any of the Foreign Equity Investments are not transferred to the Company prior to the Closing, no later than twelve months following the Closing (the period from the Closing to such date, the “ ROFR Transfer Period ”), subject to and after compliance with applicable rights of first refusal and other transfer restrictions, Stockholder shall and shall cause its Affiliates to sell, assign, transfer and convey, as promptly as reasonably practical all of any such Person’s right, title and interest in and to any such Foreign Equity Investment, remaining after such compliance with such applicable rights of first refusal, to the Company, free and clear of all Encumbrances (other than pursuant to the charter or bylaws of Contado or Serfinsa or any stockholders’ agreement among stockholders of Contado or Serfinsa) in consideration for the Contado Purchase Price, with respect to Contado, and in consideration for the Serfinsa Purchase Price, with respect to Serfinsa. For the avoidance of doubt, the Company shall also pay such Contado Purchase Price, with respect to Contado, and Serfinsa Purchase Price, with respect to Serfinsa, and Stockholder shall not be obligated to transfer any shares of capital stock in such Foreign Equity Investment to the Company if the other shareholders of the applicable Foreign Equity Investment purchase all the shares of capital stock in such Foreign Equity Investment owned by Stockholder and its Affiliates pursuant to the applicable rights of first refusal. In furtherance of the foregoing, in exchange for the payment by the Company of the Contado Purchase Price or the Serfinsa Purchase Price, as applicable, Stockholder shall and shall cause its Affiliates, as applicable, to execute and deliver any instruments or other documents required for the transfer and delivery to the Company of the stock certificates evidencing all such Foreign Equity Investments, duly endorsed in blank or in favor of the Company.

15. Section 5.14 Insurance . Section 5.14 of the Merger Agreement is hereby amended by inserting the following immediately following the proviso contained in the first sentence thereof:

“; and provided further that the term Pre-Closing Claim shall not include any claim to the extent the claim would reimburse losses suffered by EV.”

16. Section 5.17 Certain Ancillary Agreements and Organizational Documents : Section 5.17 of the Merger Agreement is hereby amended and restated as follows:

“Section 5.17 Certain Ancillary Agreement and Organizational Documents . Prior to the Closing, each of Parent, Merger Sub, the Company and Stockholder shall promptly (a) select and appoint the Technology Escrow Agent and (b) complete Schedule 1 to the Stockholder Agreement in a manner consistent with the issuance of capital stock contemplated by Section 2.8. In addition, the Parties agree and acknowledge that the services covered by the Services Agreement for Merchant and Electronic Payment Services to Government Entities entered into on June 30, 2010 is to be incorporated into the Amended and Restated ISO Agreement and therefore such Services Agreement for Merchant and Electronic Payment Services to Government Entities shall be terminated prior to the Closing.”

17. Section 5.20 Cash Depot Agreement . Section 5.20(b) of the Merger Agreement is hereby amended by deleting the term “ISO Agreement” and replacing such deleted term with the term “Amended and Restated ISO Agreement”.

18. Section 5.22 Required Stockholder Approval . Section 5.22 of the Merger Agreement is hereby amended and restated as set forth below:

“Section 5.22 Required Stockholder Approval . Immediately following the execution hereof, the Stockholder shall deliver to the Company and Parent the duly executed Stockholder Written Consent. Immediately following the execution of the Second MRA Amendment, Stockholder shall deliver to the Company and Parent the duly executed Additional Stockholder Written Consent.”

19. Section 5.24 Obligations to Make Payments . Section 5.24 of the Merger Agreement is hereby amended and restated as set forth below:

“Section 5.24. Intentionally Omitted.”

20. Section 5.26 Sale of Assets . Section 5.26 of the Merger Agreement is hereby amended and restated as set forth below:

“Section 5.26 Sale of Assets . (a) Stockholder shall, and shall cause the Company, PIBI and EV to, use reasonable best efforts to complete the EV Transfer prior to Closing, including entering into (i) one or more assignment and assumption agreements, substantially in the form attached hereto as Exhibit 19 (the “ Venezuelan Assignment and Assumption Agreement(s) ”), pursuant to which the Company will (x) assign to EV and or/PIBI, as applicable and EV or PIBI as applicable shall assume all of the Venezuela Customer Contracts (such assignment and assumption, the “ Venezuela Contract Assignment ”) and (y) certain accounts receivable and (ii) a transition services agreement, substantially in the form attached hereto as Exhibit 20 (the “ Venezuelan TSA ”), pursuant to which the Company will provide certain transition services to EV for the period set forth therein. Except as provided in EV Transfer Documents, neither the Company nor any of its Subsidiaries will be obligated to incur or retain any Liabilities in connection with the EV Transfer (or any subsequent sale by Stockholder) or the Venezuela Contract Assignment. The Companies shall use commercially reasonable efforts to cooperate in any subsequent sale of EV by Stockholder; provided that the Companies shall not be obligated to violate any Law or incur any Liabilities in connection therewith other than non-out-of-pocket expenses, immaterial expenses or expenses that Stockholder consents to reimburse.

(b) From and after the date hereof, Stockholder shall not, and shall cause the Stockholder Parties and the Companies not to, amend, modify, terminate, supplement or waive any term or provision of the EV Transfer Documents without the prior written consent of Parent.”

21. Section 5.28 Mobile Banking Service Rider . The Merger Agreement is hereby amended by inserting the following as a new Section 5.28:

“Section 5.28 Mobile Banking Service Rider . Stockholder agrees that, promptly upon the Company’s completion of the development and testing of the Mobile Banking Service, the Company will, and Stockholder will cause BPPR to (a) negotiate in good faith and finalize the terms and conditions of a service rider under the Amended ATH Network Participation Agreement, pursuant to which the Company will provide to BPPR the Mobile Banking Service for a term that will commence immediately upon the execution of the applicable service rider and be coterminous with the term of the Amended ATH Network Participation Agreement and contain such other terms and conditions reasonably satisfactory to the Company (or, if prior to the Closing, Parent) and Stockholder and (b) enter into such service rider promptly following finalization of the terms and conditions thereof.”

22. Section 5.29 Performance Bonds; Section 5.30 Letters of Credit .

(a) The Merger Agreement is hereby amended by inserting the following as a new Section 5.29:

“Section 5.29 Performance Bonds .

(a) From and after the Closing and until the fifth anniversary of the Closing (the “ Coverage Period ”), subject to the terms of this Section 5.29, Stockholder shall keep outstanding the currently outstanding Applicable Performance Bonds and to cause to be issued by qualified insurance companies or surety companies reasonably acceptable to the counterparties to the Underlying Performance Bond Obligations (“ Qualified Issuers ”) new Applicable Performance Bonds, and to have such Applicable Performance Bonds and new Applicable Performance Bonds maintained during the Coverage Period in full force and effect (subject with respect to the obligations of the issuer of the Performance Bonds, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles; provided, that Stockholder shall replace any Applicable Performance Bond as promptly as practicable upon becoming aware that such obligations are not in full force and effect) (including renewing each Applicable Performance Bond at or prior to its expiration (which for the avoidance of doubt will not require the Stockholder to renew any such Applicable Performance Bond for a period extending beyond the end of the Coverage Period)) in amounts and with terms and conditions required by the Underlying Performance Bond Obligations, for so long as any such bond is required under the applicable Underlying Performance Bond Obligations but, for the avoidance of doubt, no longer than the Coverage Period. Without Stockholder’s prior written consent, the Company shall not enter into any definitive agreement in connection with the IVU Lotto Proposal providing for obligations of the Company to procure Applicable Performance Bonds in respect of such bid proposal which are in excess of 10% of the annual revenue produced by the

services provided under such definitive agreement; provided that the Company will use its commercially reasonable efforts to minimize (in both amount and length of time) any such obligation to procure Applicable Performance Bonds. Notwithstanding anything to the contrary herein, Stockholder shall be deemed not to be in breach of any of its obligations set forth in this Section 5.29 as a result of procuring Performance Bonds or replacing any Applicable Performance Bonds or new Performance Bonds with other Performance Bonds, in each case, with a term expiring at the end of the Coverage Period.

(b) During the Coverage Period Stockholder shall execute, deliver, maintain in full force and effect and comply with all of the terms set forth in the applicable indemnity or similar agreements with the applicable Qualified Issuers in connection with which the Applicable Performance Bonds are issued and, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), shall not terminate, amend or supplement such agreements in a manner contrary to its obligations hereunder.

(c) The Company shall cooperate with the Stockholder in a manner reasonably necessary to assist Stockholder with its performance hereunder, including, promptly notifying Stockholder of its Performance Bond requirements.

(d) The Company shall execute and deliver a reimbursement and/or indemnity agreement with Stockholder that mirrors the reimbursement and/or indemnity agreement executed and delivered by Stockholder with the Qualified Issuers, provided that the Company shall have no obligation to post any collateral thereunder (subject to Section 5.29(e)), which mirror reimbursement and/or indemnity agreement shall provide for, amongst other things, the reimbursement, or at the request of Stockholder, advance to Stockholder upon reasonable notice, of (i) all premiums and other charges related to the issuance of the Applicable Performance Bonds owed by Stockholder to the issuer thereof pursuant to the applicable indemnity agreements, and (ii) all losses for which Stockholder indemnifies any such Qualified Issuers under the applicable indemnity agreements to the extent arising out of or relating to the failure of the Company to perform or otherwise satisfy its obligations under the Underlying Performance Bond Obligations. Stockholder shall use its commercially reasonable efforts to negotiate the most favorable terms, including premiums and other charges, for itself and the Company in respect of each Applicable Performance Bond and to minimize any such losses.

(e) If the issuer of any Applicable Performance Bond requires the posting of cash or other collateral in respect of such Performance Bond during the Coverage Period, the Company and Stockholder will cooperate and use their commercially reasonable efforts to arrange for the issuance of a replacement Performance Bond, which (i) shall be issued in accordance with an indemnity agreement between Stockholder and a replacement Qualified Issuer, (ii) shall satisfy the requirements of the Underlying Performance Bond Obligations, (iii) does not require the posting of cash or other collateral at such time and (iv) is otherwise substantially similar to the then existing indemnity agreement. If the Company is unable to obtain a replacement Performance Bond that satisfies the foregoing criteria, then Stockholder shall post the required collateral, letter of credit or other credit enhancement acceptable to the existing Qualified Issuer within the timeframe required by the applicable indemnity agreement

and the Company shall reimburse Stockholder for its reasonable out-of-pockets costs incurred in obtaining such collateral or credit enhancement.

(f) For the avoidance of doubt, none of the Companies shall have any Liability under any Applicable Performance Bond except as otherwise provided in this Section 5.29. The Company shall cooperate with the Stockholder in a manner reasonably necessary to assist Stockholder with its performance of its obligations hereunder, including, promptly notifying Stockholder after receiving any request that collateral may be demanded.

(g) The Company shall use its reasonable best efforts to, as of the end of the Coverage Period (or to the extent notwithstanding such efforts the Company is unable to as of such time, as promptly as practicable thereafter), cause any collateral posted by Stockholder pursuant to Section 5.29 to be returned to Stockholder and obtain a release of Stockholder and its Affiliates from any Qualified Issuer from all obligations under any applicable indemnity agreement and, for so long as Company is unable to obtain such release, the Company shall provide a back to back indemnity agreement that mirrors the obligations of Stockholder in full.

(h) The Company may have additional Performance Bonds (other than the Applicable Performance Bonds (“ Additional Performance Bonds ”). The Company will not permit any collateral posted in connection with the Additional Performance Bonds or any obligations thereunder to be cross-collateralized with any Applicable Performance Bonds or any obligations thereunder.

(i) For purposes of this Section 5.29, (x) “ Performance Bonds ” means performance bonds, surety bonds, bid bonds, completion guarantees and similar instruments, (y) “ Applicable Performance Bonds ” means (i) those Performance Bonds that are outstanding as of the date of the Third Amendment to this Agreement, including those set forth on Schedule 5.29 of the Stockholder Disclosure Schedule and (ii) those Performance Bonds required by any Contract entered into in connection with the IVU Lotto Proposal and (z) “ Underlying Performance Bond Obligations ” means those Contracts which (i) any Company is a party to or is bound and (ii) require the issuance of the Applicable Performance Bonds or Laws, as such Contract may be amended, supplemented, extended, renewed or replaced without giving effect to any changes in respect of the obligations to provide Performance Bonds thereunder which are adverse to Stockholder.”

(b) The Merger Agreement is hereby amended by inserting the following as a new Section 5.30:

“Section 5.30 Letters of Credit .

(a) At or prior to Closing, subject to this Section 5.30, Stockholder shall (i) replace each of the current Applicable Credit Enhancements with new Credit Enhancements and post any required collateral under such new Credit Enhancements, if any, (a “ Replacement Credit Enhancement ”) or, if it would result in such Applicable Credit Enhancements not constituting debt of the Company under the credit documents of the Company to be entered into in connection with the Closing and not reducing the borrowing capacity of the Company under such credit documents, replace the required collateral, if any, posted under the current Applicable

Credit Enhancement and (ii) if required, enter into customary reimbursement and/or indemnity agreements with the Qualified Issuing Bank in respect of any Applicable Credit Enhancement. Any new Credit Enhancements shall be issued by a qualified issuing bank (a “ Qualified Issuing Bank ”) on behalf of Stockholder in support of the Underlying Credit Enhancement Obligations. Notwithstanding anything to the contrary herein, Stockholder shall be deemed not to be in breach of any of its obligations set forth in this Section 5.30 as a result of procuring Applicable Credit Enhancement or replacing any Applicable Credit Enhancement or Replacement Credit Enhancements with other Credit Enhancement, in each case, with a term expiring at the end of the Coverage Period.

(b) During the Coverage Period, subject to the terms of this Section 5.30, Stockholder shall cause all the Replacement Credit Enhancements to be maintained during the Coverage Period in full force and effect (including renewing each Replacement Credit Enhancement at or prior to its expiration (which for the avoidance of doubt will not require the Stockholder to renew any such Replacement Credit Enhancements for a period extending beyond the end of the Coverage Period)) in amounts and with terms and conditions required by the Underlying Credit Enhancement Obligations, for so long as any such Credit Enhancement is required under any Underlying Credit Enhancement Obligations, but for the avoidance of doubt, no longer than the Coverage Period.

(c) During the Coverage Period, Stockholder (i) shall execute, deliver, maintain in full force and effect and comply with all of the terms set forth in the applicable reimbursement, indemnity or similar agreements with the applicable Qualified Issuing Bank in connection with which the Replacement Credit Enhancements are issued and (ii) shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), terminate, amend or supplement such agreements in a manner inconsistent with its obligations hereunder.

(d) The Company shall cooperate with the Stockholder in a manner reasonably necessary to assist Stockholder with its performance hereunder, including, promptly notifying Stockholder of its Credit Enhancement requirements.

(e) The Company shall execute and deliver a reimbursement and/or indemnity agreement that mirrors the reimbursement and/or indemnity agreement executed and delivered by Stockholder with the Qualified Issuing Bank, provided that the Company shall have no obligation to post any collateral thereunder, which mirror reimbursement and/or indemnity agreement shall provide for, amongst other things, the reimbursement, or at the request of Stockholder, advance to Stockholder upon reasonable notice, of (i) all premiums and other charges related to the issuance of the Credit Enhancements owed by Stockholder to the issuer thereof pursuant to the applicable indemnity agreements, and (ii) all losses for which Stockholder indemnifies any such Qualified Issuers under the applicable indemnity agreements to the extent arising out of or relating to the failure of the Company to perform or otherwise satisfy its obligations under the Underlying Credit Enhancement Obligations. Stockholder shall use its commercially reasonable efforts to negotiate the most favorable terms, including premiums and other charges, for itself and the Company in respect of each Replacement Credit Enhancements and to minimize any such losses.

(f) For the avoidance of doubt, none of the Companies shall have any Liability under Replacement Credit Enhancement except as otherwise provided in this Section 5.30.

(g) The Company shall use its reasonable best efforts to, as of the end of the Coverage Period (or to the extent notwithstanding such efforts the Company is unable to as of such time, as promptly as practicable thereafter), procure Credit Enhancements replacing all Credit Enhancements then procured or collateralized by Stockholder and shall obtain a release of Stockholder and its Affiliates from all collateral requirements or other claims under any Credit Enhancement and, for so long as Company is unable to obtain such release, the Company shall provide a back to back indemnity agreement that mirrors the obligations of Stockholder in full.

(h) For purposes of this Section 5.30, (x) “ Credit Enhancements ” means letters of credit, bank guarantees, bankers acceptances and similar instruments other than Performance Bonds, (y) “ Applicable Credit Enhancements ” means those Credit Enhancements issued on behalf of any Company prior to the Closing and outstanding as of immediately prior to the Closing and (z) “ Underlying Credit Enhancement Obligations ” means (A) those Contracts to which any Company is a party or is bound (as in effect as of the Closing, as such Contract may be amended, supplemented, extended, renewed or replaced without giving effect to any changes in respect of the obligations to provide Credit Enhancements thereunder which are adverse to Stockholder), (B) Network Rules or (C) applicable Laws, in each case, which require the counterparty to provide Credit Enhancements.”

23. Section 5.31 Certain Additional Matters . The Merger Agreement is hereby amended by inserting the following as a new Section 5.31:

“Section 5.31 Certain Additional Matters . Stockholder shall cause the Companies to perform the obligations set forth in Schedule 5.31 of the Stockholder Disclosure Schedule.

24. Section 6.1(e). Conditions to the Obligations of the Parties . Section 6.1(e) of the Merger Agreement is hereby amended and restated as follows:

“(e) Financing . Merger Sub shall receive sufficient cash in order to fund the Closing Payment (without regard to Estimated Closing Working Capital Adjustment), the Contado Holdback Amount, the Serfinsa Holdback Amount, the Pre-Closing Dividend, the Stockholder Transaction Expenses and the Parent Transaction Expenses.”

24. Section 6.2 Conditions to the Obligations of Parent and Merger Sub . (a) Section 6.2 of the Merger Agreement is hereby amended by adding the following condition at the end of such section:

“(i) EV Transfer . The Stockholder and the Company shall have consummated the EV Transfer, provided that in no event shall this condition be deemed not to have been satisfied by the failure to assign any Venezuela Customer Contract other than the Venezuela Customer Contract set forth on Schedule 6.2(i) of the Stockholder Disclosure Schedule.”

(b) Section 6.2(e) of the Merger Agreement is hereby amended and restated as set forth below:

“(e) Adjusted EBITDA . Adjusted EBITDA for the four (4) most recent full fiscal quarters ending at least 45 days prior to the Closing Date shall not be less than $109,523,810.00.”

25. Section 7.2 Indemnification by Stockholder . (a) Section 7.2(a) of the Merger Agreement is hereby amended by adding the following new clauses (xi), (xii), (xiii) and (xiv) at the end of the first sentence thereof:

“(xi) (a) the Company’s, Stockholder’s and/or its Affiliates ownership of EV and the ownership, operation, performance, and conduct of EV’s business, the Venezuelan Customer Contracts and any other Venezuela Operations Assets (as such term is defined in the Venezuelan Reorganization Agreement) or Liabilities to the extent related to services provided to the operations of financial institutions in Venezuela or such Venezuela Operations Assets (collectively, the “ VZ Business ”), and (b) the transactions contemplated by the EV Transfer Documents, in the cases of each of clauses (a) and (b), (x) including any violation of Law, or performance, non-performance or breach of Contract to the extent related thereto, and (z)(i) with respect to breaches of any Contracts (taking into account only such modifications or amendments to such Contracts which do not expand or otherwise modify the Company’s or its Subsidiaries’ obligations thereunder) in existence prior to or as of the Closing whether arising before, at or after the Closing, (ii) with respect to any act, failure to act, event, circumstance, condition, or occurrence occurring prior to or at Closing regardless of whether the related Liability arises before, at or after Closing and (iii) with respect to all other matters, whether arising before, at or, to the extent of any obligations that exist as of the Closing, after the Closing.”

“(xii) any Losses arising out of or related to the matters set forth on Schedule 7.2(a)(xii) of the Stockholder Disclosure Schedule.”

“(xiii) any Losses arising out of the conduct prior to the Closing of the Services specified on Schedule 5.31 of the Stockholder Disclosure Schedule.”

“(xiv) any Liability for any breach that occurs on or before the Closing Date and any continuing breach thereafter of any Contract to which any of the Companies is a party at or prior to the Closing arising from the Companies ceasing to provide the Services specified on Schedule 5.31 of the Stockholder Disclosure Schedule.”

26. Section 7.4 Indemnification by the Company . Section 7.4 of the Merger Agreement is hereby amended and restated as set forth below:

“Section 7.4 Indemnification by the Company . The Company hereby agrees that from and after the Closing it shall indemnify, defend and hold harmless the Stockholder Indemnified Parties from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Stockholder Indemnified Parties, whether in respect of Third-Party Claims, claims between the Parties, or otherwise (other than, in the case of clauses (ii) and (iii), to the extent of Stockholder’s indemnification obligations pursuant to Section

7.2(a)), directly or indirectly relating to or arising out of (i) any material breach of any covenant or agreement of the Company set forth in Sections 5.1, 5.5, 5.6, 5.7 and 5.9 occurring after the Closing, (ii) the Company Liabilities and (iii) the Business Assets (other than those retained by Stockholder or any of its Affiliates following the Closing, to the extent and for the time periods so retained), the Business (other than the VZ Business) or the Applicable Employees to the extent attributable to the operation or ownership of the Business Assets (other than those retained by Stockholder or any of its Affiliates following the Closing, to the extent and for the time periods so retained) or the Business (other than the VZ Business) or the employment of the Applicable Employees, in each case, following the Closing.”

27. Section 7.5(b) Third-Party Claim Indemnification Procedures . The Merger Agreement is hereby amended by inserting the following immediately before the last sentence in Section 7.5(b):

“If the Indemnifying Party assumes control of the defense of any matter, it shall keep the Indemnified Parties reasonably informed of the details of any applicable matter, including by using reasonable efforts to include the Indemnified Parties in any in-person or telephonic meeting with any Government Entity or other Person asserting a Claim against the Indemnified Party for which indemnification is sought (or with any advisor to such a Government Entity or other Person.”

28. Section 7.13 Certain Matters . The Merger Agreement is hereby amended by inserting the following as a new Section 7.13:

“ Section 7.13 Certain Matters . Stockholder hereby agrees that it shall not assert that it is not obligated to provide indemnification for Losses that a Parent Indemnified Party asserts are covered by the indemnification obligations in Sections 7.2(a)(ix), 7.2(a)(xi), 7.2(a)(xiii) or 7.2(a)(xiv), including any such Losses described in such Sections arising out of or relating to the matters set forth on Schedule 7.13 of the Stockholder Disclosure Schedule (the “ Schedule 7.13 Matters ”), regardless of whether any of such matters constitute a violation of Law; provided , that Stockholder shall not be prevented from disputing that such Losses do not relate to or arise out of the matters set forth in such Sections. Stockholder shall negotiate in good faith with any applicable Governmental Authorities to resolve all matters covered by the indemnification obligations in Section 7.2(a)(ix) as promptly as reasonably practical. Notwithstanding anything in this Agreement to the contrary, Losses covered by the indemnification obligations in Sections 7.2(a)(ix), 7.2(a)(xi), 7.2(a)(xiii) and 7.2(a)(iv) including any Losses covered by the indemnification obligations in such Sections arising out of or relating to the Schedule 7.13 Matters, shall include: (i) all fines and penalties payable to Governmental Authorities in respect of the matters covered thereby and (ii) all reasonable out-of-pocket costs and expenses to the extent directly resulting from any required changes to the business practices of the Companies, which changes are necessary to comply with the Orders of Governmental Authorities, with respect to the matters covered thereby. If a Governmental Authority delivers a Penalty Notice or similar final notice imposing a penalty with respect to any of the matters referred to in Sections 7.2(a)(ix), 7.2(a)(xi), 7.2(a)(xiii) and 7.2(a)(xiv), including any such matters that are Schedule 7.13 Matters, and Stockholder does not resolve all the matters contemplated thereby within thirty calendar days, then Stockholder shall be required to post a

bond, letter of credit, cash collateral or other credit enhancement, in each case, reasonably satisfactory to Parent and Stockholder, in favor of the applicable Parent Indemnified Parties in the amounts set forth in the Penalty Notice. Notwithstanding anything to the contrary in this Agreement, Stockholder, Parent, Merger Sub and the Company hereby agree that a Claim Notice shall be deemed to have been delivered to Stockholder, as of the Closing, with respect to all matters (other than Direct Claims) referred to in Section 7.2(a)(ix) , 7.2(a)(xi), 7.2(a)(xiii) and 7.2(a)(xiv) that are Schedule 7.13 Matters. Stockholder shall be deemed to have asserted control of such matters for purposes of Section 7.5(b). In the event that a Third Party Claim is asserted against Holdco, the Company or any other Patent Indemnified Party in respect of such matters, the applicable Indemnified Party shall promptly, but in no event more than 15 days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim and provide the information with respect to such Third-Party Claim that would be set forth in a Claim Notice for such Third Party Claim if a Claim Notice had not been deemed delivered pursuant to this Section 7.13.”

29. Stockholder Disclosure Schedules . The Stockholder Disclosure Schedules attached to the Merger Agreement are hereby amended as follows:

(a) Schedule 1.1(c) of the Stockholder Disclosure Schedules is hereby amended by:

(i) deleting the individuals set forth on Exhibit B hereto; and (ii) adding the individuals set forth on Exhibit C hereto.

(b) Schedule 2.6(e) of the Stockholder Disclosure Schedule is hereby amended by deleting the following closing deliverable:

“5. Consent of the other shareholders of Servicios Financieros S.A. under the Acuerdo de Desarrollo de Negocios de Servicios Financieros S.A., dated June 4, 2003.”

“ – Application by Popular International Bank, Inc. for the issuance and delivery of the New PIBI Shares pursuant to Section 10 of Act 52 and Article 8(2) of Regulation 5653 to Implement the Provisions of the International Banking Center Act (“Regulation 5653”) of the Office of the Commissioner of Financial Institutions of Puerto Rico.

– Application by Popular International Bank, Inc. for the acquisition of the EVCA Shares pursuant to Article 9(c) of Regulation 5653 of the Office of the Commissioner of Financial Institutions of Puerto Rico.”

(d) Schedule 3.3(b) of the Stockholder Disclosure Schedules is hereby amended by adding the Contracts set forth on Exhibit D hereto.

(e) The Stockholder Disclosure Schedule is hereby amended by inserting the following Schedules to this Amendment in the appropriate chronological order :


New Schedule to the Stockholder Disclosure Schedule		Schedule from this Amendment.
Schedule 2.4(b) — Scheduled Transaction Bonuses		Schedule 2.4(b) — Scheduled Transaction Bonuses

Schedule 5.29 — Performance Bonds		Schedule 5.29 — Performance Bonds

Schedule 5.31 — Certain Additional Matters		Schedule 5.31 — Certain Additional Matters

Schedule 6.2(i) — EV Transfer		Schedule 6.2(i) — EV Transfer

Schedule 7.2(a)(xii) — Certain Matters		Schedule 7.2(a)(xii) — Certain Matters

Schedule 7.13 — Schedule 7.13 Matters		Schedule 7.13 — Schedule 7.13 Matters

30. Section 7.11 Mitigation. Section 7.11 of the Merger Agreement is hereby amended by interesting the following at the end of such Section:

“Notwithstanding anything herein to the contrary the obligations set forth in Section 7.11 and/or any other similar obligations arising under Law or equity shall not apply to claims for indemnification brought pursuant to Sections 7.2(a)(ix), 7.2(a)(xi), 7.2(a)(xiii) or 7.2(a)(xiv).”

31. Exhibits . The Exhibits attached to the Merger Agreement are hereby amended as follows:

(a) Each of the Exhibits to the Merger Agreement set forth in the following table are hereby deleted from the Merger Agreement and replaced with the Exhibit to this Agreement set forth opposite such Exhibit to the Merger Agreement in the corresponding row to such table:


Exhibit to Merger Agreement being Deleted		Replacement Exhibit from this Amendment
Exhibit 1.1(a)(B) — Form of Amended and Restated Master Services Agreement		Exhibit 1.1(a)(B) — Form of Amended and Restated Master Services Agreement

Exhibit 1.1(a)(E)(1) — Form of Amended ATH Network Participation Agreement		Exhibit 1.1(a)(E)(1) — Form of Amended ATH Network Participation Agreement


Exhibit to Merger Agreement being Deleted		Replacement Exhibit from this Amendment
Exhibit 1.1(a)(F)(1) — Form of Third Party Master Beneficiary Escrow Services Agreement		Exhibit 1.1(a)(F)(1) — Form of Third Party Master Beneficiary Escrow Services Agreement

Exhibit 1.1(a)(F)(2) — Form of Technology Agreement		Exhibit 1.1(a)(F)(2) — Form of Technology Agreement

Exhibit 1.1(a)(H) — Form of Stockholder Agreement		Exhibit 1.1(a)(H) — Form of Stockholder Agreement

Exhibit 1.1(a)(I) — Form of Amended & Restated Centro Europa Building Lease		Exhibit 1.1(a)(I) — Form of Amended & Restated Centro Europa Building Lease

Exhibit 1.1(K) — Form of Third Tres Monjitas Sublease Amendment.		Exhibit 1.1(K) — Form of Third Tres Monjitas Sublease Amendment.

Exhibit 1.1(a)(L)(1) — Form of Amended and Restated ISO Agreement		Exhibit 1.1(a)(L)(1) — Form of Amended and Restated ISO Agreement

Exhibit 1.1(a)(N) — Form of Holdco Certificate of Incorporation		Exhibit 1.1(a)(N) — Form of Holdco Certificate of Incorporation

Exhibit 1.1(a)(O) — Form of Holdco By-laws		Exhibit 1.1(a)(O) — Form of Holdco By-laws

Exhibit 1.1(a)(S) — Form of MSA Exhibit B		Exhibit 1.1(a)(S) — Form of MSA Exhibit B

Exhibit 1.1(a)(U) — Form of Amended and Restated Ticketpop Service Agreement		Exhibit 1.1(a)(U) — Form of Amended and Restated Ticketpop Service Agreement

Exhibit 1.1(a)(W) — Form of ATH Support Agreement		Exhibit 1.1(a)(W) — Form of ATH Support Agreement

(b) The following Exhibits to this Amendment are hereby attached to the Merger Agreement and incorporated therein as additional exhibits:


New Exhibit to Merger Agreement		Exhibit from this Amendment
Exhibit 18 — Venezuelan Reorganization Agreement		Exhibit 18 — Venezuelan Reorganization Agreement

Exhibit 19 — Venezuelan Assignment and Assumption Agreements		Exhibit 19 — Venezuelan Assignment and Assumption Agreements

Exhibit 20 — Venezuela TSA		Exhibit 20 — Venezuela TSA

B. Consent to Amendments.

1. Internal Reorganization. Parent and Merger Sub hereby consent to the amendments of the Master Reorganization Agreement, the Business Transfer Agreement and the BPPR IP Transfer Agreement set forth in the Second MRA Amendment, the BTA Amendment and the BPPR IPTA Amendment attached hereto, respectively.

2. ISO Agreement. Parent and Merger Sub hereby consent to the amendment to the ISO Agreement to provide that the Company will be responsible for “front line” customer claim receipt services (such amendment being, the “ First ISO Amendment ”).

C. Consent to EV Transfer . Notwithstanding anything in this Amendment or the Merger Agreement to the contrary, (i) Parent and Merger Sub hereby consent to the consummation of the EV Transfer in accordance with and subject to the terms and conditions set forth in this Amendment and the EV Transfer Documents, (ii) the Parties hereby agree that none of the representations and warranties contained in Section 3.6 (Financial Statements); Section 3.8 (Employees and Employee Benefits) (other than Section 3.8(e)); Section 3.10 (Intellectual Property) (other than the last sentence of Section 3.10(b), Section 3.10(d) to the extent related to the Company Owned Intellectual Property and Transferred Intellectual Property to the extent not owned by EV), 3.11 (Labor); Section 3.12 (Material Contracts) solely related to the Venezuela Customer Contracts and the Contracts of EV; Section 3.13 (Absence of Changes); Section 3.14 (Sufficiency of Assets) other than with respect Assets necessary to perform obligations of the Companies (other than obligations of EV and the Venezuela Customer Contracts); Section 3.15 (Title to Assets); Section 3.17 (Finders Fee), Section 3.18 (Taxes); Section 3.19 (Environmental Matters); Section 3.20 (Customers; Suppliers); Section 3.21 (Ownership and Operation of the Companies); Section 3.22 Regulatory Matters; Security Breaches) other than with respect to matters related compliance with Network Rules; Section 3.23 (Insurance); Section 3.25

(Transition Services Agreement; Master Services Agreement; ISO Agreement and other Related Party Agreements); Section 3.26 (Related Party Transactions), Section 3.27 (Directors and Officers); and Section 3.28 (Bank Accounts; Powers of Attorney) of the Merger Agreement, as amended by this Amendment, or the covenants of Stockholder or its Affiliates contained in Section 5.2 to be performed on or before the Closing pursuant to the Merger Agreement, as amended by this Amendment, shall be deemed to be breached to the extent resulting from the consummation of the EV Transfer in accordance with and subject to the terms and conditions set forth in this Amendment and the Venezuelan Reorganization Documents and (iii) Parent and Merger Sub hereby waive any rights or remedies they may have as a result of the breach of any such representation, warranty or covenant to the extent resulting from the consummation of the EV Transfer in accordance with and subject to the terms and conditions set forth in this Amendment and the EV Transfer Documents.

D. Consent to Certain Other Matters . The Parties hereby agree that, notwithstanding anything in this Amendment or the Merger Agreement to the contrary, (i) none of the representations and warranties contained in the Merger Agreement, as amended by this Amendment, or any covenants of Stockholder or its Affiliates contained in Section 5.2 or 5.15 to be performed on or before the Closing pursuant to the Merger Agreement, as amended by this Amendment, shall be deemed to be breached as a result of (x)(A) the consummation of the transactions contemplated by Sections 5.29 or 5.30 of the Merger Agreement, as amended by this Amendment, or (B) otherwise with respect to any matter relating to the Applicable Performance Bonds or the Applicable Credit Enhancements or (y) the matters set forth on Exhibit 7.2(a)(xii) hereto and (ii) Parent and Merger Sub hereby waive any rights or remedies they may have as a result of the breach of any such representation or warranty or any such obligation to the extent resulting from such matters.

E. Miscellaneous . This Amendment and the Merger Agreement, together, contain the complete agreement among the Parties and supersede any prior understandings, agreements, letters of intent, or representations by or among such parties, written or oral, that may have related to the subject matter hereof in any way. Except as specifically amended hereby, the Merger Agreement, as amended hereby, shall remain in full force and effect. The terms and provisions of Article IX of the Merger Agreement are incorporated herein by reference as if set forth herein in their entirety and shall apply mutatis mutandis to this Amendment.

* * * * *

EXHIBITS TO THIS AMENDMENT


Exhibit A	-	Table of Contents
Exhibit B	-	Removed Employees
Exhibit C	-	Additional Employees


Exhibit 1.1(a)(B)	-	Form of Amended and Restated Master Services Agreement
Exhibit 1.1(a)(E)(1)	-	Form of Amended ATH Network Participation Agreement
Exhibit 1.1(a)(F)(1)	-	Form of Third Party Master Beneficiary Escrow Services Agreement
Exhibit 1.1(a)(F)(2)	-	Form of Technology Agreement
Exhibit 1.1(a)(H)	-	Form of Stockholder Agreement
Exhibit 1.1(a)(I)	-	Form of Amended & Restated Centro Europa Building Lease
Exhibit 1.1(K)	-	Form of Third Tres Monjitas Sublease Amendment.
Exhibit 1.1(a)(L)(1)	-	Form of Amended and Restated ISO Agreement
Exhibit 1.1(a)(M(7))	-	Form of Amended and Restated Service Addendum – Remote Capture Services
Exhibit 1.1(a)(N)	-	Form of Holdco Certificate of Incorporation
Exhibit 1.1(a)(O)	-	Form of Holdco By-laws
Exhibit 1.1(a)(P)(4)	-	Form of EVERPay Kiosk Service Addendum
Exhibit 1.1(a)(P)(5)	-	Form of Fleet Card Services Addendum
Exhibit 1.1(a)(P)(6)	-	Form of Fraud Monitoring Service Addendum
Exhibit 1.1(a)(S)	-	Form of MSA Exhibit B
Exhibit 1.1(a)(U)	-	Form of Amended and Restated TicketPop Service Agreement
Exhibit 1.1(a)(W)	-	Form of ATH Support Agreement
Exhibit 1.1(a)(X)	-	Form of Virgin Islands Services Agreement
Exhibit 1.1(a)(Y)	-	Form of FCC Side Letter
Exhibit 1.1(a)(Z)	-	Amended EVERTEC Articles
Exhibit 1.1(a)(ZZ)	-	Amended EVERTEC Bylaws
Exhibit 1.1(a)(ZZZ)(1)	-	Apollo Consulting Agreement
Exhibit 1.1(a)(ZZZ)(2)	-	Popular Consulting Agreement

Exhibit 14	-	Second MRA Amendment
Exhibit 15	-	BTA Amendment
Exhibit 16	-	BPPR IPTA Amendment
Exhibit 17	-	Señorial Building Lease
Exhibit 18	-	Venezuelan Reorganization Agreement
Exhibit 19	-	Venezuelan Assignment and Assumption Agreements
Exhibit 20	-	Venezuela TSA

SCHEDULES TO THIS AMENDMENT


Schedule 2.4(b)	-	Scheduled Transaction Bonuses
Schedule 5.29	-	Performance Bonds
Schedule 5.31	-	Certain Additional Matters
Schedule 6.2(i)	-	EV Transfer
Schedule 7.2(a)(xii)	-	Certain Matters
Schedule 7.13	-	Schedule 7.13 Matters

IN WITNESS WHEREOF, the Parties have executed or caused this Third Amendment to be executed as of the date first written above.


POPULAR, INC.
By:	/s/ Richard L. Carrion
	Name:	Richard L. Carrion
	Title:	Chairman, President & CEO

EVERTEC, INC.
By:	/s/ Felix M. Villamil
	Name:	Felix M. Vill
	Title:

AP CARIB HOLDINGS, LTD.,
By:	Apollo Management VII, L.P., its sole director

By:	AIF VII Management, LLC, its general partner

By:	/s/ Marc Becker
	Name:	Marc Becker
	Title:	Vice President

CARIB ACQUISITION, INC.
By:	/s/ Marc Becker
	Name:	Marc Becker
	Title:	President

Exhibit 99.2

FINAL FORM

STOCKHOLDER AGREEMENT

Among

CARIB HOLDINGS, INC.

AND

THE HOLDERS PARTY HERETO

DATED [ • ], 2010

TABLE OF CONTENTS

STOCKHOLDER AGREEMENT , dated as of [•], 2010 (this “ Agreement ”), among CARIB HOLDINGS, INC., a corporation organized under the laws of the Commonwealth of Puerto Rico (the “ Company ”) and each of the Holders of the Company listed on Schedule I attached hereto.

WHEREAS, each party deems it to be in the best interest of the Company and the parties that provision be made for the continuity and stability of the business and policies of the Company, and, to that end, the Company and the parties hereby set forth herein their agreement with respect to the Common Shares now owned or hereafter owned by them.

WHEREAS, each of AP Carib Holdings, Ltd., an exempted company organized under the laws of the Cayman Islands (“ Apollo ”), and Popular, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico (“ Popular ”), is subject to certain non-competition and non-solicitation provisions contained in that certain Agreement and Plan of Merger dated as of June 30, 2010, among Apollo, Popular and the other parties thereto (as it may be amended or supplemented from time to time, the “ Merger Agreement ”).

NOW, THEREFORE, in consideration of the promises and of the mutual consents and obligations hereinafter set forth, the parties hereto hereby agree as follows:

Section 1. Definitions

As used in this Agreement:

“ 5% Board Right ” has the meaning ascribed to such term in Section 2(d)(ii) .

“ 10% Board Right ” has the meaning ascribed to such term in Section 2(d)(iii) .

“ 25% Apollo Board Right ” has the meaning ascribed to such term in Section 2(d)(iv) .

“ 25% Popular Board Right ” has the meaning ascribed to such term in Section 2(d)(v) .

“ Acquired Indebtedness ” has the meaning ascribed to such term in Section 8(f)(ii) .

“ Acquired Indebtedness Participation Right ” has the meaning ascribed to such term in Section 8(f)(ii) .

“ Acquiring Stockholder ” has the meaning ascribed to such term in Section 8(f)(ii) .

“ Additional Redeemable Shares ” has the meaning ascribed to such term in Section 9(a)(ii) .

“ Adoption Agreement ” means an Adoption Agreement in the form attached hereto as Exhibit A.

“ Affiliate ” means, with respect to any Person, any other Person, directly or indirectly, through one or more intermediaries, Controlling, Controlled by, or under common Control with,

such Person. Notwithstanding the foregoing, (i) with respect to Apollo, the term “Affiliate” shall (x) include any investment fund with respect to which Apollo Global Management LLC or its Controlled Affiliates (including its and their respective successors) are the sole or, if not sole, primary investment managers and, subject to clause (y) below, each of their Subsidiaries and (y) not include portfolio companies of Apollo Global Management LLC or its Controlled Affiliates and, (ii) with respect to Popular (to the extent that at the time of determination it is engaged in a private equity or similar business), the term “Affiliate” shall not include portfolio companies of Popular or its Controlled Affiliates.

“ Agreement ” has the meaning ascribed to such term in the Recitals.

“ Apollo ” has the meaning ascribed to such term in the Recitals.

“ Apollo Consulting Agreement ” means the consulting agreement dated as of the date of this Agreement, between the Company, EVERTEC and Apollo Management VII, L.P.

“ Apollo Excess Period ” has the meaning ascribed to such term in Section 2(e)(iii) .

“ Applicable Indebtedness ” has the meaning ascribed to such term in Section 8(f)(iv) .

“ Asset Acquirer ” has the meaning ascribed to such term in Section 4(d)(vii) .

“ Assignment in Part ” has the meaning ascribed to such term in Section 10(c) .

“ Assignment in Whole ” has the meaning ascribed to such term in Section 10(b) .

“ Automatic Shelf Registration Statement ” means an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act.

“ Bankruptcy Event ” means with respect to any Holder (i) such Holder shall voluntarily be adjudicated as bankrupt or insolvent; (ii) such Holder shall consent to or not contest the appointment of a receiver or trustee for himself, herself or itself or for all or any part of his, her or its property; (iii) such Holder shall file a petition seeking relief under the bankruptcy, rearrangement, reorganization or other debtor relief laws of the United States or any state or any other competent jurisdiction; (iv) such Holder shall make a general assignment for the benefit of his, her or its creditors; (v) a petition shall have been filed against such Holder seeking relief under the bankruptcy, rearrangement, reorganization or other debtor relief laws of the United States or any state or other competent jurisdiction and such petition remains unstayed and undismissed for a period of 60 consecutive days after the commencement of any case pursuant to such petition; or (vi) a court of competent jurisdiction shall have entered an order, judgment or decree appointing a receiver or trustee for such Holder, or for any part of his, her or its property, and such order, judgment or decree remains unstayed and undismissed for a period of 60 consecutive days after its entry.

“ beneficially owned ”, “ beneficial ownership ” and similar phrases have the same meanings as such terms have under Rule 13d-3 (or any successor rule then in effect) under the

Exchange Act, except that in calculating the beneficial ownership of any Holder, such Holder shall be deemed to have beneficial ownership of all securities that such Holder has the right to acquire, whether such right is currently exercisable or is exercisable upon the occurrence of a subsequent event. Notwithstanding the foregoing, no Principal Stockholder shall be deemed to beneficially own any Common Shares beneficially owned by another Person who is not a Controlled Affiliate of such Principal Stockholder’s Ultimate Parent Entity (disregarding solely for the purposes of determining Common Shares beneficially owned by such Person, (i) application of this sentence to any Common Shares that have been Transferred (other than in the form of a pledge, hypothecation or similar grant of a security interest only and which shall not involve the grant of a proxy or other right with respect to the voting of such Common Shares) to such Person in compliance with this Agreement and (ii) any Group Common Shares with respect to such Person), including without limitation, another Principal Stockholder or any Partial Rights Transferee, in either case, that is not a Controlled Affiliate of such Principal Stockholder’s Ultimate Parent Entity.

“ BHCA Subsidiary ” means any “subsidiary” of the Company as such term is defined under the Bank Holding Company Act of 1956.

“ Board ” means the Board of Directors of the Company.

“ Board Percentage Trigger ” has the meaning ascribed to such term in Section 2(e) .

“ Board Quorum Rights ” means the rights set forth in Section 2(b) of this Agreement.

“ Board Rights ” means the right to nominate Directors to the Board as set forth in Section 2(d) of this Agreement, as it may be modified by Section 2(e) and Section 2(f) .

“ BPPR ” means Banco Popular de Puerto Rico, a bank organized under the laws of the Commonwealth.

“ Business Day ” means any day other than a Saturday, a Sunday or a day on which banks in New York, New York or San Juan, Puerto Rico are authorized or obligated by Law or executive order to close.

“ Business Plan ” has the meaning ascribed to such term in Section 8(c) .

“ Cause ” has the meaning ascribed to such term in the Management Long Term Compensation Plan.

“ Certificate of Incorporation ” means the certificate of incorporation of the Company.

“ Change of Control ” means, with respect to any Person, any:

(i) merger, consolidation or other business combination of such Person (or any Subsidiary or Subsidiaries that alone or together represent all or substantially all of such Person’s consolidated business at that time) or any successor or other entity holding all or

substantially all the assets of such Person and its Subsidiaries that results in the stockholders of such Person (or such Subsidiary or Subsidiaries) or any successor or other entity holding all or substantially all the assets of such Person and its Subsidiaries or the surviving entity thereof, as applicable, immediately before the consummation of such transaction or a series of related transactions (or, in the case of the Company, the Principal Stockholders and the Controlled Affiliates of their respective Ultimate Parent Entities), holding, directly or indirectly, less than 50% of the voting power of such Person (or such Subsidiary or Subsidiaries) or any successor, other entity or surviving entity thereof, as applicable, immediately following the consummation of such transaction or series of related transactions, provided that for the purpose of the second sentence of Section 3(c) , this clause (i) shall not be deemed applicable to any merger, consolidation or other business combination, if, as a result of any such merger, consolidation or other business combination, no Person or Group of Persons shall have obtained “control” of Popular, as such term is defined under the Bank Holding Company Act of 1956;

(ii) Transfer (other than in the form of a pledge, hypothecation or similar grant of a security interest only and which shall not involve the grant of a proxy or other right with respect to the voting of such equity), in one or a series of related transactions, of equity representing 50% or more of the voting power of such Person (or any Subsidiary or Subsidiaries of such Person that alone or together represent all or substantially all of such Person’s consolidated business at that time) or any successor or other entity holding all or substantially all the assets of such Person and its Subsidiaries to a Person or Group of Persons (other than, in the case of the Company, a Transfer of such equity to Apollo’s Ultimate Parent Entity or any of its Controlled Affiliates or Popular or any of its Controlled Affiliates);

(iii) transaction in which a majority of the board of directors or equivalent governing body of such Person (or any successor or other entity holding all or substantially all the assets of such Person and its Subsidiaries) immediately following or as a proximate cause of such transaction is comprised of persons who were not members of the board of directors or equivalent governing body of such Person (or such successor or other entity) immediately prior to such transaction (or, in the case of the Company, are not designees of Apollo or Popular (or their respective Affiliates)) except, with respect to the Company, (X) resulting from the compliance, at the time of the Initial Public Offering, with the listing requirements, listed company manual or similar rules or regulations of the securities exchange on which the Company’s equity securities will be listed pursuant to its Initial Public Offering, (Y) if a majority of the Board is not “independent” under the rules of the applicable securities exchange on the date following such Initial Public Offering upon which the Company first ceases to be a “controlled company” (or similar status) under the rules and regulations of such exchange, resulting from compliance with the rules and regulations of such exchange that first apply upon the Company ceasing to be a “controlled company” (or similar status) or (Z) the loss of Directors pursuant to Section 2 that does not result in another Person or Group of Persons having the right or ability to appoint a majority of the Board as a result of such transaction; provided that, for the avoidance of doubt, this clause (Z) shall only apply to the resignation and initial replacement of such Directors and not to any subsequent replacement of such Directors (whether in connection with another transaction or otherwise); or

(iv) sale or other disposition in one or a series of related transactions of all or substantially all of the assets of such Person and its Subsidiaries (or any successor or other entity holding all or substantially all the assets of such Person and its Subsidiaries).

“ Class A Shares ” means the class A voting shares of common stock of the Company, par value $0.01 per share.

“ Class B Shares ” means the class B non-voting shares of common stock of the Company, par value $0.01 per share.

“ Code ” has the meaning ascribed to such term in Section 9(a)(iii)(C) .

“ Commission ” means the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act.

“ Committee Rights ” has the meaning ascribed to such term in Section 2(h) .

“ Common Shares ” means the common stock of the Company, par value $0.01 per share. For the avoidance of doubt, Common Shares shall include the Class A Shares and the Class B Shares.

“ Commonwealth ” means the Commonwealth of Puerto Rico.

“ Company ” has the meaning ascribed to such term in the introductory paragraph hereof.

“ Company By-Laws ” means the by-laws of the Company, as they may be amended or supplemented from time to time.

“ Complete Rights Transferee ” means (i) any Person to whom Apollo or Popular, as the case may be, (A) Transfers 80% or more of the Common Shares held by it and its Affiliates as of the date of this Agreement and (B) has made or is making an Assignment in Whole and (ii) any Person to whom a Complete Rights Transferee (A) Transfers 100% of the Common Shares acquired by such Complete Rights Transferee in connection with an Assignment in Whole pursuant to which such Complete Rights Transferee became a Complete Rights Transferee and (B) has made or is making an Assignment in Whole; provided that, in each case, such Transferee (x) has acquired such Common Shares in one or more Transfers of Common Shares which are in compliance with the terms and conditions of this Agreement, including the requirements set forth in Section 4 hereof and (y) has executed and delivered an Adoption Agreement to each party to this Agreement.

“ Confidential Information ” has the meaning ascribed to such term in Section 8(d) .

“ Consent Actions ” has the meaning ascribed to such term in Section 3(c) .

“ Consent Action Rights ” means the rights set forth in Section 3(c) .

“ Consulting Agreements ” means the Apollo Consulting Agreement and the Popular Consulting Agreement.

“ Control ,” and its correlative meanings, “ Controlling ,” and “ Controlled ,” means the possession, direct or indirect, or the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Counsel to the Holders ” means, with respect to any underwritten offering pursuant to a Demand Registration (including a Shelf Takedown), (i) one law firm retained by the Holders of a majority of the Registrable Shares requested to be included in such Demand Registration (including a Shelf Takedown, if applicable), together with any separate local counsel reasonably retained by such law firm; provided that such counsel shall not also be counsel to the Company without the consent of each Principal Stockholder who requests to include Registrable Shares representing at least 10% of the Registrable Shares requested to be included in such Demand Registration, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii), if a Principal Stockholder or any of its Affiliates (other than the Company and any of its Subsidiaries) hold any Registrable Shares requested to be included in such Demand Registration (including a Shelf Takedown, if applicable) and such Registrable Shares represent at least 20%, but do not represent a majority, of the total number of Registrable Shares requested to be included in such Demand Registration (including a Shelf Takedown, if applicable), one law firm retained by such Principal Stockholder, together with any separate local counsel reasonably retained by such law firm.

“ Covered Activity ” has the meaning ascribed to such term in Section 8(e) .

“ Covered Activity Notice ” has the meaning ascribed to such term in Section 8(e) .

“ Covered Business ” has the meaning ascribed to such term in Section 8(e) .

“ DR Selected Underwriter ” has the meaning ascribed to such term in Section 5(a)(ix) .

“ Debt Acquisition Terms ” has the meaning ascribed to such term in Section 8(f)(ii) .

“ Debt Participation Deadline ” has the meaning ascribed to such term in Section 8(f)(ii) .

“ Demand Registration ” has the meaning ascribed to such term in Section 5(a)(iii) .

“ Demand Registration Notice ” has the meaning ascribed to such term in Section 5(a)(iv) .

“ Demand Shelf Takedown Notice ” has the meaning ascribed to such term in Section 5(b)(iii) .

“ Determination Date ” has the meaning ascribed to such term in Section 5(b)(vii) .

“ Director ” means a member of the Board.

“ Director Percentage ” means, with respect to a Nominating Holder at a given time, a fraction (expressed as a percentage) the numerator of which is the number of Directors a Nominating Holder is entitled to nominate at such time pursuant to Section 2 , and the denominator of which is the total number of Directors comprising the entire Board at such time (assuming all vacancies have been filled).

“ Disclosure Package ” means, with respect to any offering of securities, (i) the preliminary prospectus, (ii) each Free Writing Prospectus and (iii) all other information, in each case, that is deemed, under Rule 159 under the Securities Act, to have been conveyed to purchasers of securities at the time of sale of such securities (including a contract of sale).

“ Dividend Policy ” has the meaning ascribed to such term in Section 8(g) .

“ Drag-Along Notice ” has the meaning ascribed to such term in Section 4(d)(i) .

“ Drag-Along Percentage ” means, a fraction (expressed as a percentage) the numerator of which is the total number of Class A Shares Apollo’s Ultimate Parent Entity(together with its Controlled Affiliates) desires to Transfer in the Drag-Along Transaction and the denominator of which is the total number of Class A Shares held by Apollo’s Ultimate Parent Entity (together with its Controlled Affiliates) at the time immediately prior to such Drag-Along Transaction.

“ Drag-Along Right ” has the meaning ascribed to such term in Section 4(d)(i) .

“ Drag-Along Shares ” has the meaning ascribed to such term in Section 4(d)(i) .

“ Drag-Along Transaction ” has the meaning ascribed to such term in Section 4(d)(i) .

“ Dragged Asset Sale ” has the meaning ascribed to such term in Section 4(d)(vii) .

“ Dragged Asset Sale Holder ” has the meaning ascribed to such term in Section 4(d)(vii) .

“ Dragged Asset Sale Notice ” has the meaning ascribed to such term in Section 4(d)(vii) .

“ Dragged Asset Sale Right ” has the meaning ascribed to such term in Section 4(d)(vii) .

“ Dragged Holder ” has the meaning ascribed to such term in Section 4(d)(i) .

“ Encumbrances ” means any direct or indirect encumbrances, lien, pledge, security interest, claim, charges, option, right of first refusal or offer, mortgage, deed of trust, easement, or any other restriction or third party right, including restrictions on the right to vote equity interests.

“ EVERTEC ” means EVERTEC, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico.

“ EVERTEC Board ” has the meaning ascribed to such term in Section 2(i) .

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Excluded Securities ” has the meaning ascribed to such term in Section 6(b) .

“ Fair Market Value ” has the meaning ascribed to such term in the Management Long Term Compensation Plan.

“ Financing Agreements ” means [description of financing agreements to be entered into at the closing of the transactions contemplated by the Merger Agreement to come].

“ FINRA ” means the Financial Industry Regulatory Authority or any successor regulatory authority.

“ First Board Trigger Date ” has the meaning ascribed to such term in Section 2(e)(i) .

“ Form S-3 Shelf ” has the meaning ascribed to such term in Section 5(b)(i) .

“ Free Writing Prospectus ” means any “free writing prospectus” as defined in Rule 405 under the Securities Act.

“ GAAP ” has the meaning ascribed to such term in Section 8(a)(i) .

“ Government Entity ” means any federal, national, supranational, state, provincial, Commonwealth, local or foreign or similar government, governmental subdivision, regulatory or administrative body or other governmental or quasi-governmental agency, tribunal, commission, court, judicial or arbitral body or other entity with competent jurisdiction.

“ Group Common Shares ” means any Common Shares beneficially owned by a Person solely as a result of this Agreement and, for the avoidance of doubt, which have not been Transferred to such Person’s Ultimate Parent Entity or any of its Controlled Affiliates.

“ Group of Persons ” means a group of Persons that would constitute a “group” as determined pursuant to Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

“ Holders ” means the holders of Common Shares who are parties hereto as set forth in Schedule I hereto, as the same may be amended or supplemented from time to time.

“ Indebtedness ” and its correlative meaning “ Indebted ,” means, with respect to any Person, (a) all indebtedness of such Person, whether or not contingent, for borrowed money, and (b) all obligations of such Person evidenced by notes, bonds, debentures or other similar debt instruments.

“ Independent Director ” means (i) if the Common Shares are listed on a securities exchange, a Director who qualifies as “independent” within the meaning of the rules of the applicable Self-Regulatory Organization or (ii) if the Common Shares are not listed, a Director

who is not, and for the prior three years has not been, employed by, or serving as a consultant to the Company or any of its Subsidiaries.

“ Independent Director Obligation ” means, with respect to a Nominating Holder at a given time, such Nominating Holder’s Independent Director Quota at such time minus the number of Directors previously nominated by such Nominating Holder who qualify as Independent Directors and are serving as Directors at such time.

“ Independent Director Quota ” means, with respect to a Nominating Holder at a given time, such Nominating Holder’s Director Percentage at such time multiplied by the number of Independent Directors required to be on the Board by such applicable Law at a given time, rounded up to the nearest whole number.

“ Independent Replacement Director ” means a Director who (i) qualifies as “independent” within the meaning of the rules of the NASDAQ Stock Market and the NYSE with respect to the Company and each Principal Stockholder, in each case, as if the Company or such Principal Stockholder were listed on the NASDAQ Stock Market or the NYSE, as applicable, and (ii) is nominated as a Director pursuant to the provisions of Section 2(d)(vi)–(vii) .

“ Independent Replacement Director Selection Committee ” has the meaning ascribed to such term in Section 2(d)(vi) .

“ Information Rights ” means the rights set forth in Section 8(a) of this Agreement.

“ Initial Demand Registration ” has the meaning ascribed to such term in Section 5(a)(i) .

“ Initial Public Offering ” means the consummation of an initial underwritten public offering of Common Shares pursuant to an effective registration statement filed by the Company with the Commission (other than on Forms S-4 or S-8 or successors to such forms) under the Securities Act.

“ Initial Requesting Holder ” has the meaning ascribed to such term in Section 5(a)(i) .

“ Inspection Rights ” means the rights set forth in Section 8(b) .

“ Law ” means any federal, national, supranational, state, provincial, Commonwealth, local or foreign or similar law, statute, ordinance, rule, regulation, code, Order, writ, judgment, injunction, directive, guideline or decree enacted, issued, promulgated, enforced or entered by a Government Entity or Self-Regulatory Organization (including, for the sake of clarity, any policy statement or interpretation that has the force of law with respect to any of the foregoing, and including common law).

“ Lock-Up Period ” has the meaning ascribed to such term in Section 5(d)(i) .

“ Long-Form Demand Right ” has the meaning ascribed to such term in Section 10(c) .

“ Long-Form Registration ” has the meaning ascribed to such term in Section 5(a)(ii) .

“ Losses ” has the meaning ascribed to such term in Section 5(i)(i) .

“ Management Director ” has the meaning ascribed to such term in Section 2(d)(i) .

“ Management Holder ” means Holders who are employed by, or serve as consultants or directors, to the Company or any of its Subsidiaries; provided that in no event shall Apollo, Popular or any of their respective Affiliates be deemed a Management Holder for purposes of this Agreement.

“ Management Long-Term Compensation Plan ” means the Management Long-Term Compensation Plan adopted by EVERTEC or the Company on the date hereof, as it may be amended or supplemented from time to time.

“ Master Services Agreement ” means the Amended and Restated Master Services Agreement among Popular, BPPR and EVERTEC dated as of the date hereof, and as may be amended, extended, supplemented or renewed following the date hereof.

“ Merger Agreement ” has the meaning ascribed to such term in the Recitals.

“ New Investor ” has the meaning ascribed to such term in Section 6(a)(iii) .

“ Nominating Holder ” has the meaning ascribed to such term in Section 2(f) .

“ Non-Compete Period ” has the meaning ascribed to such term in Section 9(e) .

“ Non-Controlled Public Entity ” means a Person which has equity securities listed on national stock exchange and which the Affiliates of such Person do not beneficially own securities representing the majority of the voting power to elect the members of the board of directors or other governing body of such Person.

“ NYSE ” means the New York Stock Exchange.

“ Offered Securities ” has the meaning ascribed to such term in Section 6(a)(i) .

“ Offered Shares ” has the meaning ascribed to such term in Section 4(c)(i) .

“ Other Holders ” has the meaning ascribed to such term in Section 5(c)(iii) .

“ PT Selected Underwriter ” has the meaning ascribed to such term in Section 5(c)(iv) .

“ Partial Rights Transferee ” means (i) any Person to whom a Principal Stockholder (A) Transfers 20% or more of the Common Shares held by Apollo or Popular as of the date of this Agreement and (B) has made or is making an Assignment in Part and, except as set forth in Section 10(d) , solely to the extent of such Assignment in Part, and (ii) any Person to whom a Partial Rights Transferee (A) Transfers 100% of the Common Shares acquired by such Partial

Rights Transferee in connection with the Assignment in Part pursuant to which such Partial Rights Transferee became a Partial Rights Transferee and (B) has made or is making an Assignment in Part of all rights assigned to such Partial Rights Transferee and, except as set forth in Section 10(d) , solely to the extent of such Assignment in Part; provided that, in each case, (x) such Transferee (1) has acquired such Common Shares in one or more Transfers of Common Shares which are in compliance with the terms and conditions of this Agreement, including the requirements set forth in Section 4 hereof and (2) has agreed in writing to comply with the terms and conditions of this Agreement applicable to Partial Rights Transferees, (y) in the case of an Assignment in Part by a Principal Stockholder involving the assignment of a 5% Board Right or 10% Board Right, such Principal Stockholder shall not make such Assignment in Part unless it and such Transferee have agreed (and set forth such agreement in the Adoption Agreement entered into in connection with such Transfer) whether the Director(s) nominated by such Principal Stockholder or such Transferee shall resign from the Board in the event such Principal Stockholder loses its right under Section 2 to nominate one or more Directors, and (z) in the case of an Assignment in Part by a Partial Rights Transferee, such Partial Rights Transferee shall not make such Assignment in Part until such Transferee has agreed (and set forth such agreement in the Adoption Agreement entered into in connection with such Transfer) to be bound by the agreement in respect of the resignation of Directors set forth in clause (y) above between such Partial Rights Transferee and the Principal Stockholder who made the initial Assignment in Part giving rise to such rights.

“ Partial Rights Transferee Rights ” has the meaning ascribed to such term in Section 10(d) .

“ Permitted ROFO Transfer ” has the meaning ascribed to such term in Section 4(c)(v) .

“ Permitted Transfer ” means:

(a) in the case of any Holder who is an individual, a Transfer of Common Shares to a trust or estate planning-related entity for the sole benefit of such Holder;

(b) in the case of any Holder (other than a Management Holder) that is a partnership, (i) a Transfer of Common Shares to its limited, special and general partners or their equivalents as a pro rata distribution by such partnership to its partners or equivalents, provided that either (A) as a result of such distribution no such Transferee’s Proportionate Percentage equals or exceeds 10% or (B) the Common Shares included in such distribution constitute 30% or less (by value) of the aggregate value of the (x) common equity securities, (y) non-investment grade preferred equity securities and (z) non-investment grade Indebtedness included in such distribution and (ii) a Transfer of Common Shares made to such Holder’s Ultimate Parent Entity or any of its Controlled Affiliates; and

(c) in the case of any Holder (other than a Management Holder) that is a corporation, company or limited liability company, (i) a Transfer of Common Shares to its shareholders or members, as the case may be, as a pro rata distribution by such Person to its shareholders or members, provided that either (A) as a result of such distribution no such

Transferee’s Proportionate Percentage equals or exceeds 10% or (B) the Common Shares included in such distribution constitute 30% or less (by value) of the aggregate value of the (x) common equity securities, (y) non-investment grade preferred equity securities and (z) non-investment grade Indebtedness included in such distribution included in such distribution and (ii) a Transfer of Common Shares made to such Holder’s Ultimate Parent Entity or any of its Controlled Affiliates.

“ Permitted Transferee ” means any Person acquiring Common Shares from a Holder pursuant to a Permitted Transfer.

“ Person ” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a Governmental Entity or any department, agency or political subdivision thereof.

“ Piggyback Registration ” has the meaning ascribed to such term in Section 5(c)(i) .

“ Piggyback Takedown ” has the meaning ascribed to such term in Section 5(c)(i) .

“ Policies ” means (i) the corporate policies of the Company and its Subsidiaries adopted by the Board that will set forth those actions requiring the approval of the Board, (ii) the foreign corrupt practices act policy of the Company and its Subsidiaries, as approved by the Board (iii) the export control policy of the Company and its Subsidiaries, as approved by the Board and (iv) such other policies of the Company and its Subsidiaries that may be adopted from time to time by the Board or any committee thereof.

“ Popular ” has the meaning ascribed to such term in the Recitals.

“ Popular Consulting Agreement ” means the consulting agreement dated as of the date of this Agreement, between the Company, EVERTEC and Popular, Inc.

“ Popular Excess Period ” has the meaning ascribed to such term in Section 2(e)(iii) .

“ Potential Participant ” has the meaning ascribed to such term in Section 8(d) .

“ Preemptive Offer Acceptance Notice ” has the meaning ascribed to such term in Section 6(a) .

“ Preemptive Offer Notice ” has the meaning ascribed to such term in Section 6(a)(i) .

“ Preemptive Offer Period ” has the meaning ascribed to such term in Section 6(a)(i) .

“ Preemptive Rights ” means the rights set forth in Section 6 of this Agreement.

“ Preferred Stock ” has the meaning ascribed to such term in the Certificate of Incorporation.

“ Principal Stockholder ” means Apollo, Popular and each of their respective Complete Rights Transferees.

“ Proportionate Percentage ” means, with respect to any Person at the time of an event, a fraction (expressed as a percentage) the numerator of which is the total number of outstanding Class A Shares beneficially owned by such Person’s Ultimate Parent Entity or any of its Controlled Affiliates, in each case at such time, and the denominator of which is the total number of outstanding Class A Shares at such time.

“ Proposed Offer ” has the meaning ascribed to such term in Section 4(c)(ii) .

“ Prospectus ” means any prospectus used in connection with a Registration Statement.

“ Public Sale ” means any sale, occurring simultaneously with or after the Initial Public Offering, of Common Shares to the public pursuant to an offering registered under the Securities Act, or pursuant to Rule 144 thereunder (or successor rule), except to the extent the Holder Transferring its Common Shares has actual knowledge that the Transferee of such Common Shares is an Affiliate or portfolio company of such Holder or its Affiliates or such Holder has knowingly targeted a Person or group of Persons as the intended Transferees.

“ Purchasing Stockholder ” has the meaning ascribed to such term in Section 8(f)(iv) .

“ Qualified Public Offering ” means an underwritten public offering of Common Shares by the Company pursuant to an effective registration statement filed by the Company with the Commission (other than on Forms S-4 or S-8 or successors to such forms) under the Securities Act, pursuant to which the aggregate offering price of the Common Shares actually sold in such offering is at least $75 million.

“ Reconvened Meeting ” means a meeting of the Board or the stockholders, as the case may be, that (i) has been properly called in accordance with the Company By-laws (including by given proper notice of such meeting) as if such meeting was not an adjourned meeting and (ii) has the same agenda as a previously convened meeting that was adjourned due to the lack of a quorum.

“ Redeemed Holder ” shall have the meaning ascribed to such term in Section 9(a) .

“ Refused Securities ” has the meaning ascribed to such term in Section 6(a)(iii) .

“ Registrable Shares ” means, at any time, any Common Shares held or beneficially owned by any Holder and any Common Shares issuable upon the conversion, exchange or exercise of any security issued by the Company and held or beneficially owned by any Holder following the conversion, exchange or exercise of such security; provided , however , that as to any Registrable Shares, such securities shall cease to be Registrable Shares (i) upon the sale thereof pursuant to an effective registration statement, (ii) upon the sale thereof pursuant to Rule 144 (or successor rule) under the Securities Act, or (iii) when such securities cease to be outstanding.

“ Registration Expenses ” means all expenses (other than Selling Expenses) arising from or incident to the registration of Registrable Shares in compliance with this Agreement, including:

(i) Commission, FINRA and other registration and filing fees,

(ii) all fees and expenses incurred in connection with complying with any securities or blue sky laws (including fees, charges and disbursements of counsel in connection with blue sky qualifications of the Registrable Shares),

(iii) all printing, messenger and delivery expenses,

(iv) the fees, charges and disbursements of counsel to the Company and of its independent public accountants and any other accounting and legal fees, charges and expenses incurred by the Company (including any expenses arising from or incident to any special audits or “ comfort letters ” required in connection with or incident to any registration),

(v) the fees and expenses incurred in connection with the listing of the Registrable Shares on NYSE (or any other national securities exchange),

(vi) the fees and expenses incurred in connection with marketing (including any “ road show ”) with respect to any underwritten offerings,

(vii) all fees and expenses incurred in connection with contracting for the services of any transfer agent or registrar, and

(ix) reasonable and documented fees, charges and disbursements of Counsel to the Holders, including, for the avoidance of doubt, any expenses of Counsel to the Holders in connection with the filing or amendment of any Registration Statement, Prospectus or Free Writing Prospectus hereunder.

“ Registration Notice ” has the meaning ascribed to such term in Section 5(b)(i) .

“ Registration Rights ” means the rights set forth in Section 5 .

“ Registration Statement ” means any registration statement filed hereunder in accordance with the exercise of Registration Rights.

“ Regulatory Authorities ” has the meaning ascribed to such term in Section 8(e) .

“ Representatives ” have the meaning ascribed to such term in Section 8(d) .

“ Repurchase Event ” means, with respect to a Management Holder, such Management Holder shall cease to be employed by the Company or any of its Subsidiaries for any reason (including upon death or disability) or a Bankruptcy Event shall have occurred with respect to such Management Holder.

“ Repurchase Designee Notice ” has the meaning ascribed to such term in Section 9(a)(ii) .

“ Repurchase Notice ” has the meaning ascribed to such term in Section 9(a)(i) .

“ Repurchase Period ” has the meaning ascribed to such term in Section 9(a)(iv) .

“ Repurchase Right ” has the meaning ascribed to such term in Section 9(a)(i) .

“ Repurchaser ” has the meaning ascribed to such term in Section 9(a)(i) .

“ Requesting Holder ” has the meaning ascribed to such term in Section 5(a)(ii) .

“ Restricted Asset Sale ” has the meaning ascribed to such term in Annex I .

“ Restricted Period ” shall have the meaning set forth in Section 4(a)(i) .

“ Right of First Offer ” has the meaning ascribed to such term in Section 4(c)(ii) .

“ ROFO Acceptance Notice ” has the meaning ascribed to such term in Section 4(c)(iii) .

“ ROFO Acceptance Period ” has the meaning ascribed to such term in Section 4(c)(iii) .

“ ROFO Notice ” has the meaning ascribed to such term in Section 4(c)(i) .

“ ROFO Offerees ” has the meaning ascribed to such term in Section 4(c)(i) .

“ ROFO Proportionate Percentage ” means with respect to any Person at the time of an event, a fraction (expressed as a percentage) the numerator of which is the total number of outstanding Class A Shares beneficially owned by such Person’s Ultimate Parent Entity or any of its Controlled Affiliates, in each case at such time, and the denominator of which is the total number of outstanding Class A Shares (excluding any Class A Shares beneficially owned by the Transferring Holder or any Person from whom the Transferring Holder has not elected to accept a Proposed Offer) at such time.

“ Rule 144 ” means Rule 144 under the Securities Act.

“ Second Board Trigger Date ” has the meaning ascribed to such term in Section 2(e)(ii) .

“ Securities Act ” means the Securities Act of 1933.

“ Selected Underwriter ” has the meaning ascribed to such term in Section 5(c)(iv) .

“ Self-Regulatory Organization ” means the FINRA, the American Stock Exchange, the National Futures Association, the Chicago Board of Trade, the NYSE, any national securities exchange (as defined in the Exchange Act), any other securities exchange, futures exchange, contract market, any other exchange or corporation or similar self-regulatory body or organization.

“ Selling Expenses ” means the underwriting fees, discounts, selling commissions and stock transfer taxes applicable to the offering and sale of Registrable Shares registered by Holders pursuant to a Registration Statement.

“ Service Termination Date ” means the date such Redeemed Holder ceases to provide services to the Company or any of its Subsidiaries.

“ Shelf Takedown ” has the meaning ascribed to such term in Section 5(b)(ii) .

“ Short-Form Registration ” has the meaning ascribed to such term in Section 5(a)(iii) .

“ Significant Related Entity ” has the meaning ascribed to such term in Section 3(d) .

“ Solvent ” with regard to any Person, means that (i) the sum of the assets of such Person, both at a fair valuation and at a present fair salable value, exceeds its liabilities, including contingent, subordinated, unmatured, unliquidated, and disputed liabilities; (ii) such Person has sufficient capital with which to conduct its business; and (iii) such Person has not incurred debts beyond its ability to pay such debts as they mature. For purposes of this definition, “ debt ” means any liability on a claim, and “ claim ” means (x) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) a right to an equitable remedy for breach of performance to the extent such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. With respect to any such contingent liabilities, such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing at the time, represents the amount which can reasonably be expected to become an actual or matured liability.

“ SPV Affiliate ” means with respect to any Principal Stockholder, any Controlled Affiliate of such Principal Stockholder’s Ultimate Parent Entity whose direct or indirect interest in the Common Shares constitutes more than 30% (by value) of the equity securities portfolio of such Controlled Affiliate.

“ Stockholder Quorum Rights ” means the rights set forth in Section 3(b) of this Agreement.

“ Stockholder Rights Plan ” has the meaning ascribed to such term in Section 8(j) .

“ Subscribing Preemptive Rights Holder ” has the meaning ascribed to such term in Section 6(a)(ii) .

“ Subsidiary ” means, with respect to any Person, any corporation, association, partnership, limited liability company or other business entity of which 50% or more of the total voting power or equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by (a) such Person, (b)

such Person and one or more Subsidiaries of such Person, or (c) one or more Subsidiaries of such Person.

“ Subsidiary Board ” has the meaning ascribed to such term in Section 2(i) .

“ Subsidiary Board Rights ” has the meaning ascribed to such term in Section 2(i) .

“ Tag-Along Acceptance Notice ” has the meaning ascribed to such term in Section 4(e)(ii) .

“ Tag-Along Notice ” has the meaning ascribed to such term in Section 4(e)(i) .

“ Tag-Along Offerors ” has the meaning ascribed to such term in Section 4(e)(i) .

“ Tag-Along Proportionate Percentage ” means with respect to any Person at the time of an event, a fraction (expressed as a percentage) the numerator of which is the total number of outstanding Common Shares beneficially owned by (x) if such Person is an individual, such Person and (y) if such Person is not an individual, such Person’s Ultimate Parent Entity or any of its Controlled Affiliates, in each case at such time, and the denominator of which is the aggregate number of outstanding Common Shares beneficially owned by the Transferring Holder (or by any of its Transferring Affiliates) and all Holders who have timely delivered a Tag-Along Acceptance Notice at such time, in each case with respect to the Transfer of Common Shares giving rise to the Tag-Along Right.

“ Tag-Along Right ” has the meaning ascribed to such term in Section 4(e)(ii) .

“ Tag-Along Shares ” has the meaning ascribed to such term in Section 4(e)(i) .

“ Tag-Along Transaction ” has the meaning ascribed to such term in Section 4(e)(i) .

“ Transfer ” means any direct or indirect sale, assignment, transfer, conveyance, gift, bequest by will or under intestacy laws, pledge, hypothecation or other Encumbrance, or any other disposition, of the stated security (or any interest therein or right thereto, including the issuance of any total return swap or other derivative whose economic value is primarily based upon the value of the stated security) or of all or part of the voting power (other than the granting of a revocable proxy) associated with the stated security (or any interest therein) whatsoever, or any other transfer of beneficial ownership of the stated security, with or without consideration and whether voluntarily or involuntarily (including by operation of law). Notwithstanding anything to the contrary set forth in this Agreement, (i) each of (x) a Transfer of equity interests of Popular and (y) a Change of Control of Popular shall be deemed not to constitute a Transfer of any Common Shares beneficially owned by Popular; (ii) each of (x) a Transfer of equity interests of Apollo’s Ultimate Parent Entity or any of its Controlled Affiliates that is not an SPV Affiliate and (y) a Change of Control of Apollo’s Ultimate Parent Entity or any of its Controlled Affiliates that is not an SPV Affiliate shall be deemed not to constitute a Transfer of any Common Shares beneficially owned by Apollo’s Ultimate Parent Entity or such Controlled Affiliate, as applicable; and (iii) each of (x) a Transfer of equity interests of any Complete Rights

Transferee’s Ultimate Parent Company or any its Controlled Affiliates that is not an SPV Affiliate and (y) a Change of Control of any Complete Rights Transferee’s Ultimate Parent Company or any of its Controlled Affiliates that is not an SPV Affiliate shall be deemed not to constitute a Transfer of any Common Shares beneficially owned by such Complete Rights Transferee’s Ultimate Parent Company or such Controlled Affiliate, as applicable; provided that, for the avoidance of doubt, subject to clause (i) above, any Change of Control of an SPV Affiliate shall be deemed to constitute a Transfer of the Common Shares beneficially owned by such SPV Affiliate.

“ Transferee ” means any Person to whom a Holder has transferred Common Shares pursuant to a Transfer.

“ Transferred Entity ” has the meaning ascribed to such term in Section 4(b) .

“ Transferring Affiliate ” has the meaning ascribed to such term in Section 4(e)(i) .

“ Transferring Holder ” has the meaning ascribed to such term in Section 4(c) .

“ Ultimate Parent Entity ” means (i) with respect to Apollo, Apollo Global Management LLC and its successors, (ii) with respect to Popular, Popular and its successors and (iii) with respect to a Complete Rights Transferee, (x) the Person which (A)(i) Controls such Complete Rights Transferee or (ii) if no Person Controls such Complete Rights Transferee, the beneficial owner of a majority of the voting power of such Complete Rights Transferee and (B) is not itself Controlled by any other Person that is an Ultimate Parent Entity of such Complete Rights Transferee or, (y) if no such Person exists, the Complete Rights Transferee; provided that, with respect to determining an Ultimate Parent Entity (i) the Control of any entity by a natural person shall be disregarded and (ii) the Control of any Non-Controlled Public Entity by any Person shall be disregarded.

“ Upstream Transfer ” has the meaning ascribed to such term in Section 4(b) .

“ Well-Known Seasoned Issuer ” means a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act and which (i) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (ii) is a “well-known seasoned issuer” under paragraph (1)(i)(B) of such definition and is also eligible to register a primary offering of its securities relying on General Instruction I.B.1 of Form S-3 or Form F-3 under the Securities Act.

Section 2. Board of Directors .

(a) General . Subject to applicable Law and the terms of this Agreement, the Board shall have the sole right to manage the business and affairs of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. Regular meetings of the Board shall be held within sixty days of the end of each fiscal year and at least once every fiscal quarter, in each case, at such times and places as shall be designated from time to time by the Board. Written notice of each regular

meeting of the Board shall be given to each Director at least five Business Days before the date of such meeting.

(b) Quorum . A quorum for the transaction of business at any meeting of the Board shall consist of (i) a majority of the total number of Directors then in office and (ii) for so long as any Principal Stockholder’s Proportionate Percentage is at least 5%, at least one Director nominated by such Principal Stockholder; provided that in the event a meeting of the Board is adjourned for a lack of quorum because a Director nominated by such a Principal Stockholder has not appeared at a duly called meeting for which such Director received proper notice, the absence of such Director shall not prevent a quorum at a Reconvened Meeting provided that a majority of the total number of Directors then in office are in attendance.

(c) Actions of Board . Subject to applicable Law and the terms of this Agreement, all matters before the Board shall require a majority of the votes of the Directors present at a meeting in which there is a quorum. In the absence of a quorum for any such meeting, a majority of the Directors present thereat may adjourn such meeting from time to time until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all of the Directors consent thereto in writing.

(d) Composition . The Board shall consist of nine members. Each Holder agrees to vote all its Common Shares on matters subject to the vote of such Holder and to take all other necessary or desirable actions within its control (whether in such Holder’s capacity as a Holder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company will, as promptly as practicable, take all necessary and desirable actions within its control (including, without limitation, calling special meetings of the Board and the Holders), so that each Director shall be elected from nominees determined as follows (subject to Section 2(e) and Section 10 ):

(i) the individual holding the office of Chief Executive Officer of the Company from time to time (the “ Management Director ”) shall serve as a Director;

(ii) for so long as any Principal Stockholder’s Proportionate Percentage is 5% or more, but less than 10%, such Principal Stockholder or its Partial Rights Transferees, as applicable, shall have the right to nominate, in the aggregate, one Director (the “ 5% Board Right ”);

(iii) for so long as any Principal Stockholder’s Proportionate Percentage is 10% or more, but less than 25%, such Principal Stockholder or its Partial Rights Transferees, as applicable, shall have the right to nominate, in the aggregate (together with its Partial Rights Transferees of a 5% Board Right), two Directors (the “ 10% Board Right ”);

(iv) for so long as Apollo’s or its Complete Rights Transferee’s Proportionate Percentage is 25% or more, Apollo or such Complete Rights Transferee, as

applicable, shall have the right (the “ 25% Apollo Board Right ”) to nominate, in the aggregate (together with its Partial Rights Transferees), five Directors;

(v) for so long as Popular’s or its Complete Rights Transferee’s Proportionate Percentage is 25% or more, Popular or such Complete Rights Transferee, as applicable, shall have the right (the “ 25% Popular Board Right ”) to nominate, in the aggregate (together with its Partial Rights Transferees), three Directors;

(vi) if the number of Directors nominated pursuant to the foregoing clauses (ii) through (v) is less than eight, then a committee of the Board comprised of all Directors other than (A) Independent Replacement Directors and (B) the Director or Directors who are to be replaced by Independent Replacement Directors because the Holder or Holders who nominated such Directors have lost the right to nominate such Directors pursuant to this Section 2 (the “ Independent Replacement Director Selection Committee ”), shall have the right to (1) nominate Independent Replacement Directors to fill such vacancies, which nominations must be reasonably acceptable to each Principal Stockholder so long as such Principal Stockholder’s Proportional Percentage is 5% or more, and (2) remove any Independent Replacement Directors at any time and for any reason; provided that (x) the Independent Replacement Director Selection Committee shall act by the vote of a majority of all of its members (including any vacancies) in nominating and removing the Independent Replacement Directors; (y) except in connection with nominations for the annual meeting of the Holders or any special meeting of the Holders for which the notice of such meeting sets forth that the business to be conducted shall include the election of directors (and in the case of such a special meeting, solely to the extent of the number of directors so indicated to be elected), the Independent Replacement Director Selection Committee shall only nominate a person to be an Independent Replacement Director to the extent there exists, at such time, a vacancy on the Board; and (z) the Independent Replacement Director Selection Committee shall, in connection with nominating any person to be an Independent Replacement Director, indicate the order in which each Independent Replacement Director shall be automatically removed if the number of Independent Directors pursuant to this Section 2(d)(vi) decreases; and

(vii) for the avoidance of doubt, if a Holder loses the right to nominate a Director pursuant to this Section 2 , the Director who is to be replaced by an Independent Replacement Director shall be, subject to the terms of any applicable Adoption Agreement, designated by the Holder who has lost the right to nominate such Director (such designation to be made as promptly as practicable and, in any event, no later than two Business Days following the date on which such Holder loses such nomination right; provided that if such Holder fails to make such designation within such two Business Day period, then the Independent Replacement Committee may make such determination on majority vote of the Directors not nominated by such Holder) from among the Directors such Holder and its applicable Partial Rights Transferees have nominated to the Board.

(e) Adjustments to Composition . Notwithstanding anything to the contrary in Section 2(d) , in the event that Popular’s or its applicable Complete Rights Transferee’s

Proportionate Percentage exceeds Apollo’s or its applicable Complete Rights Transferee’s Proportionate Percentage by 10% or more (the “ Board Percentage Trigger ”), then:

(i) from and after the date on which the Board Percentage Trigger is first met (the “ First Board Trigger Date ”), (A) the 25% Apollo Board Right shall cease to represent the right to nominate five Directors and shall thereafter represent the right to nominate four Directors and Apollo, or its Complete Rights Transferee, shall cause one Director nominated by Apollo, or its Complete Rights Transferee, or any of its respective Affiliates pursuant to such 25% Apollo Board Right to resign effective immediately; provided that, for the avoidance of doubt, if Apollo, or its Complete Rights Transferee, or any of its respective Affiliates has made an Assignment in Part of its 5% Board Right or 10% Board Right prior to the First Board Trigger Date, the Director removed from the Board pursuant to this Section 2(e)(i) shall be determined as set forth in the Adoption Agreement executed and delivered to each of the parties to this Agreement by the Partial Rights Transferee and acknowledged and agreed to by Apollo, or its Complete Rights Transferee, and (B) the 25% Popular Board Right shall cease to represent the right to nominate three Directors and shall thereafter represent the right to nominate four Directors and Popular, or its Complete Rights Transferee, shall have the right to immediately designate such additional Director and have such Director elected to the Board as soon after the First Board Trigger Date as possible;

(ii) on the earlier of the second anniversary of (x) the First Board Trigger Date and (y) the date of an Initial Public Offering, if prior to such Initial Public Offering the Board Percentage Trigger is met (the earlier of (x) and (y), the “ Second Board Trigger Date ”), (A) the 25% Apollo Board Right shall cease to represent the right to nominate four Directors and shall thereafter represent the right to nominate three Directors, and Apollo, or its Complete Rights Transferee, shall cause one Director nominated by Apollo, or its Complete Rights Transferee, or any of its respective Affiliates pursuant to such 25% Apollo Board Right to resign effective immediately; provided that, for the avoidance of doubt, if Apollo, or its Complete Rights Transferee, or any of its respective Affiliates has made an Assignment in Part of its 5% Board Right or 10% Board Right prior to the Second Board Trigger Date but there remains at least one director designated by Apollo, or its Complete Rights Transferee, on the Board, the Director removed from the Board pursuant to this Section 2(e)(ii) shall be determined as set forth in the Adoption Agreement executed and delivered to each of the parties to this Agreement by the Partial Rights Transferee and acknowledged and agreed to by Apollo, or its Complete Rights Transferee, and (B) the 25% Popular Board Right shall cease to represent the right to nominate four Directors and shall thereafter represent the right to nominate five Directors and Popular, or its Complete Rights Transferee, shall have the right to immediately designate such additional Director and have such Director elected to the Board as soon after the Second Board Trigger Date as possible;

(iii) notwithstanding anything to the contrary set forth in Section 2(e)(iii)-(v) , following the First Board Trigger Date (A) the 25% Popular Board Right shall represent the right to nominate one or two additional Directors as set forth in Section 2(e)(i) and (ii) during such time periods when Popular’s or its applicable Complete Rights Transferee’s Proportionate Percentage equals or exceeds Apollo’s or its applicable Complete Rights

Transferee’s Proportionate Percentage (any such period, a “ Popular Excess Period ”) and (B) the 25% Apollo Board Right shall represent the right to nominate such additional Directors during such time periods when Apollo’s or its applicable Complete Rights Transferee’s Proportionate Percentage exceeds Popular’s or its applicable Complete Rights Transferee’s Proportionate Percentage (any such period, an “ Apollo Excess Period ”);

(iv) (A) on the commencement of each Apollo Excess Period, Popular or its Complete Rights Transferee shall cause a Director (if the Apollo Excess Period occurs after the First Board Trigger Date but prior to the Second Board Trigger Date) or two Directors (if the Apollo Excess Period occurs after the Second Board Trigger Date) nominated by Popular, or its Complete Rights Transferee, or any of its respective Affiliates pursuant to such 25% Popular Board Right to resign effective immediately; provided that, for the avoidance of doubt, if Popular, or its Complete Rights Transferee, or any of its respective Affiliates has made an Assignment in Part of its 5% Board Right or 10% Board Right prior to such date, the Director or Directors removed from the Board pursuant to Section 2(e)(iii) and (iv) shall be determined as set forth in the Adoption Agreement executed and delivered to each of the parties to this Agreement by the Partial Rights Transferee and acknowledged and agreed to by Popular, or its Complete Rights Transferee; and (B) on the commencement of each Popular Excess Period, Apollo or its Complete Rights Transferee, shall cause a Director (if the Popular Excess Period occurs after the First Board Trigger Date but prior to the Second Board Trigger Date) or two Directors (if the Popular Excess Period occurs after the Second Board Trigger Date) nominated by Apollo, or its Complete Rights Transferee, or any of its respective Affiliates pursuant to such 25% Apollo Board Right to resign effective immediately; provided that, for the avoidance of doubt, if Apollo, or its Complete Rights Transferee, or any of its respective Affiliates has made an Assignment in Part of its 5% Board Right or 10% Board Right prior to such date, the Director or Directors removed from the Board pursuant to Section 2(e)(iii) and (iv) shall be determined as set forth in the Adoption Agreement executed and delivered to each of the parties to this Agreement by the Partial Rights Transferee and acknowledged and agreed to by Apollo, or its Complete Rights Transferee; and

(v) for the avoidance of doubt, the occurrence of any Apollo Excess Period shall not affect the time periods set forth in Section 2(e)(ii)(x) and (y) .

(f) Independent Directors . Solely to the extent necessary to comply with applicable Law (including, for the avoidance of doubt, the rules of any Self-Regulatory Organization), without limiting any rights or obligations under this Agreement, each Person entitled to nominate a Director pursuant to this Section 2 (each a “ Nominating Holder ”) agrees that if a Director nominated by such Nominating Holder is not an Independent Director, it shall replace such Director with a nominee who is an Independent Director; provided that (i) the Directors shall be replaced sequentially based on the Nominating Holder with the highest Independent Director Obligation at such time (taking into account each preceding replacement) until the Board contains the number of Independent Directors required to be on the Board by such applicable Law, (ii) in no event shall such Nominating Holder be required to replace a Director if the number of Directors nominated by such Nominating Holder who qualify as Independent Directors exceed such Nominating Holder’s Independent Director Quota, and (iii) if

at a given time two or more Nominating Holders have identical Independent Director Obligations and the number of Independent Directors nominated pursuant to this Section 2(f) would exceed the requirements of applicable Law, the remaining Director to be replaced pursuant to this Section 2(f) shall be a Director nominated by the Nominating Holder with the lower Proportionate Percentage; provided, that, in the case of this clause (iii) if two or more Nominating Holders have identical Proportionate Percentages, then each such Nominating Holder shall remove from the Board one of its Directors that is not an Independent Director and each such Nominating Holder shall replace such Director with a nominee that is an Independent Director.

(g) Term; Removal and Replacement . The nominees designated in Section 2(d) or Section 2(e) will be elected as Directors at any annual or special meeting of the Holders (or by written consent in lieu of a meeting of the Holders) and will serve until their successors are duly elected and qualified pursuant to the terms of this Agreement or until their earlier death, disability, resignation, termination (with cause or without cause) or other removal. No Director may be removed without the consent of the Holder who is entitled to nominate such individual as a Director pursuant this Agreement. A Director may only be removed at the direction of the party that is entitled to nominate such Director and, except as set forth in Section 2(d)(vi) , the vacancy created by any former Director may only be filled by a nominee of the party that was entitled to nominate such former Director. Each Holder agrees to vote all of its Common Shares and to take all other necessary or desirable actions within its control (whether in such Holder’s capacity as a Holder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company will, as promptly as practicable, take all necessary and desirable actions within its control (including, without limitation, calling special meetings of the Board and the Holders), so that each Director shall be removed as directed by the Holder entitled to nominate such Director. Furthermore, if the individual then holding the office of Chief Executive Officer of the Company ceases to hold such office, the Holders shall vote their Common Shares to remove the Management Director. Subject to the foregoing, in the event a vacancy is created on the Board by reason of the death, disability, resignation or termination (with cause or without cause) of any Director, each of the Holders hereby agrees that such vacancy shall be filled in accordance with the procedures set forth in this Section 2 . The Company and the Holders shall fill any vacancies on the Board in accordance with this Section 2 , as soon as practicable following the date such vacancy is created.

(h) Representation on Committees . Unless otherwise prohibited by applicable Law or regulation, for so long as any Principal Stockholder’s Proportionate Percentage is at least 5%, such Principal Stockholder or its Partial Rights Transferee, as applicable, shall have the right to representation on each committee of the Board or otherwise appointed by the Board (for the avoidance of doubt, including the “Committee” appointed pursuant to the Management Long-Term Compensation Plan) in the same proportion as the number of Directors, if any, nominated by such Principal Stockholder or such Partial Rights Transferee, as applicable, bears to the total number of Directors (the “ Committee Rights ”).

(i) Representation on Subsidiary Boards . Unless otherwise prohibited by applicable Law or regulation, for so long as any Principal Stockholder’s Proportionate Percentage is at least 5%, such Principal Stockholder or its Partial Rights Transferee, as applicable, shall have the right to representation on (i) the board of directors of each Subsidiary of the Company (each a “ Subsidiary Board ”) and (ii) each committee of each Subsidiary Board, in each case, in the same proportion as the number of Directors nominated by such Principal Stockholder or such Partial Rights Transferee, as applicable, bears to the total number of Directors (collectively, (i) and (ii), the “ Subsidiary Board Rights ”). The Company shall take all actions to ensure that at all times the board of directors of EVERTEC (the “ EVERTEC Board ”) shall have the same composition as the Board including by (i) removing any director from the EVERTEC Board upon the removal of such person as a Director pursuant to the terms of this Agreement and (ii) filling vacancies on the EVERTEC Board with the persons elected as Directors pursuant to the terms of this Agreement.

(j) Fees and Expenses . The Company shall reimburse each Director for all necessary and proper costs and expenses (including reasonable travel, lodging and meal expenses) incurred in connection with such Director’s attendance and participation at meetings of (i) the Board, (ii) the EVERTEC Board and (iii) the committees of the Board or the EVERTEC Board, as the case may be, in each case to the extent not otherwise reimbursed by the Company or any of its Subsidiaries by virtue of the status of such Director as an employee of the Company or any of its Subsidiaries. The Company shall cause each of its Subsidiaries to reimburse the directors or members, as applicable, of such Subsidiary’s Subsidiary Board for all necessary and proper costs and expenses (including reasonable travel, lodging and meal expenses) incurred in connection with such director’s or members attendance and participation at meetings of (i) such Subsidiary Board and (ii) the committees of such Subsidiary Board, as the case may be, in each case to the extent not otherwise reimbursed by the Company or any of its Subsidiaries by virtue of the status of such Director as an employee of the Company or any of its Subsidiaries.

(k) Officers . The officers of the Company and EVERTEC shall be appointed and removed by the Board, and perform such functions as delegated to them by the Board. The Board may delegate to any officer of the Company or to any such other Person such authority to act on behalf of the Company as the Board may from time to time deem appropriate in its sole discretion. The initial Chief Executive Officer of the Company and EVERTEC shall be Felix Villamil.

Section 3. Stockholder Meetings; Actions Requiring Special Approval .

(a) General . The Company shall hold annual and special meetings of the stockholders in accordance with the Company By-laws. Written notice of each stockholders’ meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote thereat by or at the direction of the officer calling such meeting not less than ten nor more than 60 days before the date of the meeting.

(b) Quorum . A quorum for the transaction of business at any meeting of the stockholders shall consist of (i) holders of a majority of the total number of Common Shares outstanding and entitled to vote at such meeting and (ii) for so long as any Principal Stockholder’s or Partial Rights Transferee’s, as applicable, Proportionate Percentage is at least 20%, each such Principal Stockholder or Partial Rights Transferee; provided that in the event a meeting of the stockholders is adjourned for a lack of quorum because a Principal Stockholder or its applicable Partial Rights Transferee has not appeared at a duly called meeting for which such Principal Stockholder or its applicable Partial Rights Transferee received proper notice, the absence of such Principal Stockholder or its applicable Partial Rights Transferee shall not prevent a quorum at a Reconvened Meeting provided that a majority of the total number of Common Shares outstanding and entitled to vote at such meeting are in attendance.

(c) Actions Requiring Special Approval . For so long as any Principal Stockholder’s Proportionate Percentage is at least 20%, without the prior approval of such Principal Stockholder, the Company shall not, and shall cause each of its Subsidiaries not to, take or omit to take, as applicable, or agree to take or omit to take, as applicable, directly or indirectly, any of the actions set forth on Annex I (the “ Consent Actions ”), which Consent Actions may be amended, modified, supplemented or restated in writing by the Principal Stockholders, unanimously, from time to time. Notwithstanding the foregoing, Popular’s consent shall not be required for any of the above mentioned actions following (i) a Change of Control of Popular or (ii) a failure by Popular to pay material amounts due and payable under the Master Services Agreement which are not disputed by Popular and which payment default gives rise to the right of the Company to terminate the Master Services Agreement pursuant to the terms thereof; provided, that (x) for the avoidance of doubt, this sentence shall not apply following an assignment by Popular of such rights to a Complete Rights Transferee and (y) a payment shall not be considered disputed only after such dispute has been settled or determined pursuant to a final non-appealable judgment or final, non-appealable binding arbitration award. For so long as any Principal Stockholder’s Proportionate Percentage is 10% or more and such Principal Stockholder has the right to nominate a Director pursuant to Section 2, the approval of at least one Director nominated by such Principal Stockholder shall be required in order for (i) the Company to issue any Preferred Stock, (ii) any Subsidiary of the Company to issue any preferred stock (other than preferred stock issued by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company), (iii) the Company or any Subsidiary of the Company to Transfer any preferred stock issued by a Subsidiary of the Company or (iv) the Company to Transfer any equity securities of EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries of which successor or other entity either the Company or the Principal Stockholders beneficially own equity securities) or any securities convertible into or exercisable or exchangeable for equity securities of EVERTEC (or such successor or other entity), other than (x) any Transfer pursuant to a Drag-Along Transaction or Dragged Asset Sale or (y) any pledge, hypothecation or similar grant of a security interest (or the right to exercise all rights and remedies in connection with such security interest) in the securities of EVERTEC (or such successor or other entity) to its financing sources in connection with the Company’s or EVERTEC’s (or such successor’s or other entity’s) incurrence of Indebtedness.

(d) Transactions with Significant Related Entities . For so long as the other Principal Stockholder’s Proportionate Percentage is at least 10%, each Principal Stockholder agrees that it shall not knowingly cause any Person in which it or any of its Affiliates holds more than 20% of such Person’s voting equity securities (each such Person or any of such Person’s Subsidiaries, a “ Significant Related Entity ”) to engage in any transactions with the Company or any Subsidiary of the Company unless such transaction is entered into on arm’s length terms and in the ordinary course of business. If a Principal Stockholder becomes aware of any transaction or series of related transactions between the Company or any Subsidiary of the Company, on the one hand, and an Affiliate or Significant Related Entity of such Principal Stockholder, on the other hand, in each case, which transaction(s) is not on arm’s length terms or not in the ordinary course of business, such Principal Stockholder shall use its reasonable efforts to cause the applicable Affiliate or Significant Related Entity to terminate such transaction(s) and in the event that the applicable Principal Stockholder knowingly caused (i) such Affiliate or Significant Related Entity to enter into a transaction with the Company or a Subsidiary of the Company or (ii) the Company or a Subsidiary of the Company to enter into a transaction with such Affiliate or Significant Related Entity, which transaction(s) is not on arm’s length terms, then such Principal Stockholder shall reimburse the Company for any losses resulting from such non-arm’s length terms but only to the extent of the corresponding gains by such Affiliate or Significant Related Entity.

Section 4. Transfer Restrictions; Permitted Transfers .

(a) General Transfer Restrictions .

(i) No Holder may Transfer its Common Shares prior to the earlier of (A) the date that is 30 months after the date of this Agreement (such 30-month period, the “ Restricted Period ”) and (B) the consummation of a Qualified Public Offering, except for (x) Permitted Transfers and (y) Transfers of Common Shares made in connection with a Qualified Public Offering. Notwithstanding the foregoing, no Management Holder may Transfer its Common Shares except in connection with a Public Sale or a Transfer of such Common Shares pursuant to Section 4(d) or Section 4(e) of this Agreement.

(ii) For so long as any Principal Stockholder’s Proportionate Percentage is at least 5%, without prior written approval of such Principal Stockholder, no Holder may Transfer any of its Common Shares to any Person if such Person or any Affiliate of such Person is engaged, directly or indirectly, in the banking, securities, insurance or lending business from which they derive aggregate annual revenues in Puerto Rico in excess of $50 million unless none of them have a physical presence in Puerto Rico which is used to conduct any such business (other than Transfers of Common Shares to Popular, Apollo’s Ultimate Parent Entity or any of their respective Controlled Affiliates).

(iii) Notwithstanding anything to the contrary set forth in this Agreement, no Transfer of Common Shares shall become effective and the Company shall not recognize any such Transfer (A) unless such Transfer complies with the provisions of this Section 4 , and (B) except in the case of a Transfer of Common Shares made pursuant to a Public

Sale, until the Transferee (unless already party to this Agreement) executes and delivers to each party to this Agreement an Adoption Agreement. Subject to Section 10 , upon such Transfer and such execution and delivery of such Adoption Agreement, the Transferee shall be bound by, and entitled to the benefits of, this Agreement with respect to the Transferred Common Shares. Any Transfer of Common Shares in violation of this Section 4 shall be void ab initio .

(b) Permitted Transfers and Upstream Transfers . Notwithstanding anything to the contrary set forth in this Agreement but subject to the following sentence, a Holder may Transfer any of its Common Shares pursuant to a Permitted Transfer; provided that such Permitted Transferee (unless already party to this Agreement) executes and delivers to each party to this Agreement an Adoption Agreement. Notwithstanding anything to the contrary set forth in this Agreement, if prior to the completion of a Qualified Public Offering, a Transfer of Common Shares (other than pursuant to Section 4(c) , Section 4(d) or Section 4(e) ) by any Person will result in a Principal Stockholder (to the extent that such Principal Stockholder has an Ultimate Parent Entity) or any of its Affiliates (including SPV Affiliates) ceasing to be a Controlled Affiliate, after such Transfer, of such Principal Stockholder’s Ultimate Parent Entity immediately prior to such Transfer (such Principal Stockholder or such Affiliate, as applicable, the “ Transferred Entity ” and such Transfer, an “ Upstream Transfer ”), then immediately prior to such Upstream Transfer, the Transferred Entity shall Transfer, or cause the Transfer of, all of its Common Shares to such Ultimate Parent Entity or a Person that will remain a Controlled Affiliate after the Upstream Transfer of such Ultimate Parent Entity.

(i) During any period between the expiration of the Restricted Period and the consummation of a Qualified Public Offering, if a Holder (the “ Transferring Holder ”) wishes to effect a Transfer of its Common Shares, then such Transferring Holder shall first deliver a written notice (the “ ROFO Notice ”) to all Holders whose Proportionate Percentage is at least 5% (the “ ROFO Offerees ”). Such ROFO Notice shall disclose the number of Common Shares proposed to be Transferred (the “ Offered Shares ”) and the material terms of any offer the Transferring Holder has received or is contemplating, if applicable.

(ii) Each ROFO Offeree shall have the right (the “ Right of First Offer ”) to provide the Transferring Holder, within 45 days of the date of the ROFO Notice, an irrevocable written offer to acquire all of the Offered Shares, upon the price, terms and conditions on which such ROFO Offeree is willing to purchase the Offered Shares (the “ Proposed Offer ”).

(iii) The Transferring Holder, in its sole discretion, may elect to accept any Proposed Offer by delivering an irrevocable written notice of acceptance (the “ ROFO Acceptance Notice ”) to the ROFO Offerees and the Company within 60 days after the date of the ROFO Notice (the “ ROFO Acceptance Period ”); provided that (A) if such Transferring Holder receives a Proposed Offer from more than one ROFO Offeree, such Transferring Holder may only accept the Proposed Offer with the most favorable terms and conditions (including price) in its reasonable discretion, and (B) if such Transferring Holder (x) receives Proposed Offers with

equivalent terms (including price, conditions and other terms and conditions) from more than one ROFO Offeree and (y) elects to accept one of such Proposed Offers, such Transferring Holder shall accept all such Proposed Offers with equivalent terms and the Offered Shares shall be allocated pro rata among such ROFO Offerees based on their respective ROFO Proportionate Percentages.

(iv) The ROFO Offerees purchasing the Common Shares pursuant to this Section 4(c) shall be entitled to require the Transferring Holder to provide representations and warranties regarding (A) its power, authority and legal capacity to enter into such Transfer of Common Shares; (B) valid right, title and interest in such Common Shares and the Transferring Holder’s ownership of such Common Shares; (C) the absence of any Encumbrances on such Common Shares; and (D) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Transferring Holder or the assets of such Transferring Holder are bound as the result of such sale.

(v) Subject to any Tag-Along Rights, after the termination of the ROFO Acceptance Period, the Transferring Holder may, during the 120 day period following the ROFO Acceptance Period, Transfer (or enter into an agreement to Transfer and at any time Transfer in accordance with such agreement) the Offered Shares at and upon the price and other material terms and conditions that are more favorable to the Transferring Holder than the most favorable Proposed Offer that the Transferring Holder received (such Transfer, the “ Permitted ROFO Transfer ”). If the Transferring Holder has not consummated a Permitted ROFO Transfer (or has not entered into an agreement with respect thereto) within such 120 period, the Transferring Holder shall not thereafter Transfer any Common Shares (including such Offered Shares), whether pursuant to a Proposed Offer or otherwise, without first providing a new ROFO Notice to the ROFO Offerees in the manner provided above, and such proposed Transfer shall again be subject to the requirements of this Section 4(c) .

(vi) Upon the closing of the sale of any Common Shares pursuant to this Section 4(c) , the Transferring Holder shall deliver at such closing, against payment of the purchase price therefor, certificates representing those Common Shares to be sold, duly endorsed for transfer or accompanied by duly endorsed stock powers, and evidence of the absence of Encumbrances and adverse claims with respect thereto and of such other matters as are deemed necessary by the Company for the proper Transfer of such Common Shares on the books of the Company.

(vii) Notwithstanding anything to the contrary in this Agreement, this Section 4(c) shall not apply to (A) Permitted Transfers, (B) Transfers of Common Shares made in a Qualified Public Offering, (C) Transfers of Common Shares made by Dragged Holders in a Drag-Along Transaction, or (D) Transfers of Common Shares made in connection with the exercise of Tag-Along Rights.

(d) Drag-Along Rights .

(i) During any period between the expiration of the Restricted Period and completion of a Qualified Public Offering, if Apollo (by itself or together with its Ultimate Parent Entity and its Ultimate Parent Entity’s Controlled Affiliates) is the Transferring Holder and the Offered Shares to be Transferred in a transaction or series of related transactions, which transaction or series of related transactions would constitute a Permitted ROFO Transfer, whether by sale of stock, merger, consolidation or otherwise, comprise 80% or more of Common Shares beneficially owned by Apollo’s Ultimate Parent Entity and its Controlled Affiliates, and at least a majority of the Class A Shares outstanding (a “ Drag-Along Transaction ”), then, in the event that a Holder (the “ Dragged Holder ”) was not entitled to a Right of First Offer or has not timely submitted its Proposed Offer, or any such Proposed Offer has been rejected in compliance with this Agreement, Apollo shall have the right (the “ Drag-Along Right ”) to require such Dragged Holder to Transfer, in the Drag-Along Transaction, the number of Common Shares beneficially owned by such Dragged Holder multiplied by the Drag-Along Percentage (rounded down to the nearest whole share). In order to exercise its Drag-Along Right, Apollo shall deliver written notice of such Drag-Along Transaction (the “ Drag-Along Notice ”) to the Company and each Dragged Holder within 150 days after the date of the ROFO Notice. Such Drag-Along Notice shall disclose in reasonable detail the number of Common Shares to be subject to the Drag-Along Transaction (the “ Drag-Along Shares ”), the proposed price, the other proposed terms and conditions of the proposed Drag-Along Transaction (including copies of the definitive agreements relating thereto) and the identity of the prospective purchaser. For the avoidance of doubt, the terms and conditions of the proposed Drag-Along Transaction (including the terms and conditions of any stockholder, voting or other ongoing arrangement between the Transferring Holder and the prospective purchaser) must be the same for the Transferring Holder and the Dragged Holder including, without limitation, the same per Common Share purchase price, but excluding any payments under the Consulting Agreements made as a result of any Drag-Along Transaction which will be governed by Section 8(h) hereof.

(ii) The Persons purchasing the Common Shares pursuant to a Drag-Along Transaction shall be entitled to require the Dragged Holders to provide representations and warranties regarding (A) its power, authority and legal capacity to enter into such Transfer of Common Shares; (B) valid right, title and interest in such Common Shares and the Transferring Holder’s ownership of such Common Shares; (C) the absence of any Encumbrances on such Common Shares; and (D) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Dragged Holder or the assets of such Dragged Holder are bound as the result of such sale; provided that the representations to be provided by each Dragged Holder and the Transferring Holder shall be substantially identical other than with respect to the applicable governing law with respect to its power, authority and legal capacity to enter into such Transfer of Common Shares.

(iii) With respect to any Drag-Along Transaction, Apollo and each Dragged Holder agrees that it shall use its reasonable best efforts to effect the Drag-Along Transaction as expeditiously as practicable, including delivering all documents necessary or reasonably requested in connection with such Drag-Along Transaction, voting in support of such transaction and entering into any instrument, undertaking or obligation necessary or reasonably requested in connection with such Drag-Along Transaction (as specified in the Drag-Along

Notice). Subject to the terms and conditions of this Section 4(d) and without limiting the generality of the foregoing, the Company and each Dragged Holder shall take or cause to be taken all actions, and do, or cause to be done, on behalf and in respect of the Company any and all actions that may be reasonably requested consistent with this Section 4(d) in connection with any Drag-Along Transaction. In addition, (A) each of the Transferring Holder and each Dragged Holder shall pay its pro rata share (based on the percentage of the proceeds actually received by the Transferring Holder or such Dragged Holder, as applicable, as compared to the aggregate proceeds actually received by all Dragged Holders and the Transferring Holder) of the reasonable expenses (if any) incurred by the Transferring Holder and each of the Dragged Holders (or any of their respective Affiliates) in connection with the Drag-Along Transaction; and (B) each Dragged Holder shall join on a pro rata basis (based on the percentage of the proceeds actually received by such Dragged Holder as compared to the aggregate proceeds actually received by all Dragged Holders and the Transferring Holder), severally and not jointly, in any indemnification or other obligations that are specified in the Drag-Along Notice and to which the Transferring Holder will also be subject on a proportionate basis (but in no circumstances including any indemnification of Apollo or any of its Affiliates), other than indemnification with respect to the representations and warranties given by a Dragged Holder pursuant to Section 4(d)(ii) ; provided that no Dragged Holder shall be obligated under this clause in connection with such Drag-Along Transaction to agree to indemnify or hold harmless the Transferee or Transferees or any other party related to such Drag-Along Transaction (including, but not limited to, Affiliates, escrow agents, investment bankers or other agents or advisors) with respect to an aggregate amount in excess of the proceeds actually paid to such Dragged Holder (after deducting any expenses paid by such Dragged Holder pursuant to clause (A) of this sentence) in respect of such Dragged Holder’s Common Shares in connection with such Drag-Along Transaction (provided that, with respect to any options, warrants or other rights to purchase or subscribe for Common Shares exercised or converted into Common Shares by a Dragged Holder following the delivery of the applicable Drag-Along Notice, such proceeds shall only include the amount by which the aggregate proceeds actually received exceeds the aggregate exercise or conversion price actually paid by such Dragged Holder in respect of such options, warrants or rights).

(iv) In the event of a Drag-Along Transaction, each Dragged Holder shall be required to Transfer such Common Shares beneficially owned by such Dragged Holder as provided in the Drag-Along Notice to the extent such Transfer is required under Section 4(d)(i) hereof. The form of the consideration offered in respect of any Common Shares in a Drag-Along Transaction shall be the same for all Common Shares in such Drag-Along Transaction, including the Common Shares of the Transferring Holder.

(v) If requested by Apollo, each Dragged Holder will, immediately prior to the consummation of the Drag-Along Transaction, exercise and or convert, as applicable, such number of options, warrants or other rights to purchase or subscribe for Common Shares into Common Shares as is required so that a sufficient number of Common Shares are available to Transfer the applicable number of Drag-Along Shares beneficially owned by such Dragged Holder; provided that any Dragged Holder that holds such options, warrants or other rights to purchase the exercise or conversion price per share of which is greater than the per share price at

which the Drag-Along Shares are to be Transferred, may, in place of such exercise or conversion, submit to irrevocable cancellation thereof without any liability for payment of any exercise or conversion price with respect thereto.

(vi) Upon the closing of the sale of any Common Shares pursuant to this Section 4 , the Dragged Holders shall deliver at such closing, against payment of the purchase price therefor, certificates representing their Common Shares to be sold, duly endorsed for transfer or accompanied by duly endorsed stock powers, and evidence of the absence of Encumbrances and adverse claims with respect thereto and of such other matters as are deemed necessary by the Company for the proper transfer of such shares on the books of the Company.

(vii) If Apollo has satisfied the conditions necessary to exercise the Drag Along Right with respect to a Drag Along Transaction for 100% of the Common Shares, then during any period between the expiration of the Restricted Period and the completion of a Qualified Public Offering, in connection with a sale of at least 90% of the consolidated gross assets (excluding cash) of the Company and its Subsidiaries and assumption of at least 90% of the consolidated gross liabilities (excluding Indebtedness) of the Company and its Subsidiaries (which sale and assumption shall include the assignment and assumption of all commercial agreements between the Company or any of its Subsidiaries, on the one hand, and Popular or any of its Subsidiaries, on the other hand) (a “ Dragged Asset Sale ”), Apollo shall have the right (the “ Dragged Asset Sale Right ”) to require each Holder (a “ Dragged Asset Sale Holder ”) that was not entitled to a Right of First Offer or has not timely submitted its Proposed Offer, or whose Proposed Offer has been rejected in compliance with this Agreement, solely as a stockholder of the Company with respect to any requirements of Article 9.01(a) of the Puerto Rico General Corporations Law and not with respect to any of its rights under this Agreement (except (x) as expressly set forth in Section 4(d)(viii) , Section 4(d)(ix) and this Section 4(d)(vii) and (y) that no Principal Stockholder shall have a right to veto the Dragged Asset Sale pursuant to Section 3(c) solely because such Dragged Asset Sale constitutes a Restricted Asset Sale) or under the Certificate of Incorporation or By-Laws of the Company, to vote to approve such Dragged Asset Sale; provided that (A) for so long as Popular’s Proportionate Percentage is 5% or more, Apollo shall not be permitted to exercise its Dragged Asset Sale Right unless Apollo reasonably determines that the net proceeds to be received by Popular in a Drag-Along Transaction for 100% of the Common Shares would be less, after taking account of tax, indemnification obligation and other effects, and assuming that any fees and expenses would be paid in the same manner, than the net proceeds (including the fair market value of expected distributions related to any assets retained by the Company in the Dragged Asset Sale, on a present value basis) that would be received by Popular if such transaction were structured as a Dragged Asset Sale; (B) such Dragged Asset Sale must be pursuant to a legally binding contract with a Person, after giving effect to the Dragged Asset Sale, that is Solvent (the “ Asset Acquirer ”) providing that (1) the Asset Acquirer shall acquire at least 90% of the consolidated gross assets (excluding cash) of the Company and its Subsidiaries and assume at least 90% of the consolidated gross liabilities (excluding Indebtedness) of the Company and of its Subsidiaries (including the assignment and assumption of all commercial agreements between the Company or any of its Subsidiaries, on the one hand, and Popular or any of its Subsidiaries, on the other hand) through one legal entity and (2) following the completion of the Dragged Asset Sale, the Company shall be liquidated

and all net proceeds shall be distributed promptly to the Holders; (C) the gross liquidation proceeds from the Dragged Asset Sale must exceed the highest Proposed Offer on a price per share basis that Apollo received within 45 days of the date of the applicable ROFO Notice; (D) unless paid in accordance with Section 4(d)(ix) , the Company must either reimburse or assume, at the Company’s option, and pay prior to distributing the proceeds from such Dragged Asset Sale, all reasonable expenses incurred by each Principal Stockholder or its Partial Rights Transferees with respect to such Dragged Asset Sale; (E) the terms and conditions of the proposed Dragged Asset Sale must be the same for Apollo and any of its Affiliates and all Dragged Asset Sale Holders, including, without limitation, the same per Common Share liquidation proceeds; (F) the Dragged Asset Sale must not result in Apollo or its Affiliates receiving any benefit or being relieved of any obligation in any manner disproportionate to any such Dragged Asset Sale Holder, other than, in either case of clauses (E) and (F), as a result of the distribution on a pro rata basis (by Common Shares beneficially owned) of the liquidation proceeds of the Dragged Asset Sale and any payments made or to be made pursuant to the Consulting Agreements, which will be governed by Section 8(h) hereof; and (G) for so long as Popular’s Proportionate Percentage is 5% or more, the Dragged Asset Sale (as compared to the adverse effect that would result if the transaction were structured as a Drag-Along Transaction that complies with the provisions of this Section 4(d) ) shall not have an adverse effect on Popular or its Subsidiaries that is not applicable to all Holders, and no such adverse effect may disproportionately (which for the avoidance of doubt, will not include any pro rata effects that derive from each Holder’s Proportional Percentage) affect Popular or its Subsidiaries (provided that any adverse or disproportionate effect arising from the assignment of any commercial arrangements between Popular and its Subsidiaries, on the one hand, and the Company and its Subsidiaries, on the other hand, in such Dragged Asset Sale shall be excluded in any determination under the clause (G); it being understood that the ability of the Company to make such assignment is subject to the contractual terms of such commercial arrangement). In order to exercise its Dragged Asset Sale Right, Apollo’s ROFO Notice must have specified that Apollo was considering a Dragged Asset Sale and provided that a Proposed Offer may include a proposed sale of assets and assumption of liabilities, and Apollo must deliver written notice of such proposed Dragged Asset Sale (the “ Dragged Asset Sale Notice ”) to the Company and each Dragged Asset Sale Holder within 150 days after the date of such ROFO Notice. Such Dragged Asset Sale Notice shall disclose in reasonable detail the proposed price, the other proposed terms and conditions of the proposed Dragged Asset Sale (including copies of the definitive agreements relating thereto) and the identity of the prospective Asset Acquirer.

(viii) The Asset Acquirer shall be entitled to require the Dragged Asset Sale Holders to provide representations and warranties regarding (A) its power, authority and legal capacity to vote its Common Shares in favor of such Dragged Asset Sale; (B) valid right, title and interest in such Common Shares and the Dragged Asset Sale Holder’s ownership of such Common Shares; (C) the absence of any Encumbrances on such Common Shares; and (D) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Dragged Asset Sale Holder or the assets of such Dragged Asset Sale Holder are bound as the result of such sale; provided that the representations to be provided by each Dragged Asset Sale Holder and Apollo shall be substantially identical other than with respect to

the applicable governing law with respect to its power, authority and legal capacity to vote its Common Shares in favor of such Dragged Asset Sale.

(ix) Subject to the terms and conditions of this Section 4(d) , the Company (in the case of any Dragged Asset Sale) agrees that it shall use its reasonable best efforts to effect the Dragged Asset Sale, as expeditiously as practicable, including delivering all documents necessary or reasonably requested in connection with such Dragged Asset Sale, entering into any instrument, undertaking or obligation necessary or reasonably requested in connection with such Dragged Asset Sale (as specified in the Dragged Asset Sale Notice). Subject to the terms and conditions of this Section 4(d) and without limiting the generality of the foregoing, the Company shall take or cause to be taken all actions, and do, or cause to be done, on behalf and in respect of the Company, any and all actions that may be reasonably requested consistent with this Section 4(d) in connection with any Dragged Asset Sale, as applicable. In addition, (A) each of Apollo and each Dragged Asset Sale Holder shall pay its pro rata share (based on the percentage of the proceeds actually received by Apollo or such Dragged Asset Sale Holder, as applicable, as compared to the aggregate proceeds actually received by all Dragged Asset Sale Holders and Apollo) of the reasonable expenses (if any) incurred by Apollo and each of the Dragged Asset Sale Holders (or any of their respective Affiliates) in connection with the Dragged Asset Sale; and (B) each Dragged Asset Sale Holder shall join on a pro rata basis (based on the percentage of the proceeds actually received by such Dragged Asset Sale Holder as compared to the aggregate proceeds actually received by all Dragged Asset Sale Holders and Apollo), severally and not jointly, in any indemnification or other obligations that are specified in the Dragged Asset Sale Notice and to which Apollo will also be subject on a proportionate basis (but in no circumstances including any indemnification of Apollo or any of its Affiliates), other than indemnification obligations with respect to the representations and warranties given by a Dragged Asset Sale Holder pursuant to Section 4(d)(viii) ; provided that (y) no Dragged Asset Sale Holder shall be obligated under this Section 4(d)(ix) in connection with such Dragged Asset Sale to agree to indemnify or hold harmless the Asset Acquirer or any other party related to such Dragged Asset Sale (including, but not limited to, Affiliates, escrow agents, investment bankers or other agents or advisors) with respect to an aggregate amount in excess of the liquidation proceeds actually paid to such Dragged Asset Sale Holder (after deducting any expenses paid by such Dragged Asset Sale Holder pursuant to clause (A) of this sentence) in respect of the assets sold in such Dragged Asset Sale. Each Dragged Asset Sale Holder shall, to the extent reasonably requested by Apollo, (1) afford the Asset Acquirer and the Asset Acquirer’s representatives access to appropriate employees of such Dragged Asset Sale Holder, (2) furnish reasonably requested non-confidential information regarding such Dragged Asset Sale Holder’s relationship with the Company, (3) instruct such Dragged Asset Sale Holder’s employees to reasonably cooperate with the Asset Acquirer in the Asset Acquirer’s investigation of the Company; provided that, in no event shall the Asset Acquirer have any access, based on the advice of the Dragged Asset Sale Holder’s counsel, that would create any potential liability under applicable Laws, including antitrust Laws, violate any confidentiality obligation or that would reasonably be expected to result in the waiver of any legal privilege. All requests for information by Apollo pursuant to this Section 4(d)(ix) shall be directed to an executive officer of the applicable Dragged Asset Sale Holder or such Person or Persons as may be designated by the applicable Dragged Asset Sale Holder.

(x) Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, this Section 4(d) shall not apply to (A) Permitted Transfers or Transfers of Common Shares to any portfolio company of Apollo’s Ultimate Parent Entity or its Affiliates, (B) Transfers of Common Shares made in a Qualified Public Offering or (C) any sale, assignment, transfer or conveyance of assets by the Company or any of its Subsidiaries to Apollo’s Ultimate Parent Entity or any of its Affiliates or their respective portfolio companies.

(e) Tag-Along Rights .

(i) During any period between the expiration of the Restricted Period and completion of a Qualified Public Offering, if any Transferring Holder (together with its Affiliates) proposes to Transfer to another Person or Persons (including, for the avoidance of doubt, any ROFO Offeree) (collectively, the “ Tag-Along Offerors ”), in a transaction or series of related transactions (the “ Tag-Along Transaction ”), Common Shares representing at least 15% of the Class A Shares then outstanding, then, at least 15 Business Days prior to the closing of such proposed Transfer, such Transferring Holder shall deliver a written notice (the “ Tag-Along Notice ”) to each Holder. Such Tag-Along Notice shall (A) set forth (1) the total number of Common Shares proposed to be Transferred (the “ Tag-Along Shares ”), (2) the total number of Common Shares beneficially owned by the Transferring Holder and each Affiliate of such Transferring Holder proposing to Transfer Common Shares in such Tag-Along Transaction (each a “ Transferring Affiliate ”), (3) the name and address of the Tag-Along Offerors, (4) the proposed amount and type of consideration (including, if the consideration consists in whole or in part of non-cash consideration, such information available to the Transferring Holder as may be reasonably necessary for the Company to properly analyze the economic value and investment risk of such non-cash consideration) and (5) the terms and conditions of payment that the Transferring Holder and its Transferring Affiliates intend to accept; and (B) indicate that the Tag-Along Offerors have been informed of the Tag-Along Rights provided for in this Section 4(e) and have agreed to purchase Common Shares from the Principal Stockholders (and their Affiliates) and their applicable Partial Rights Transferees (and their respective Affiliates) in accordance with the terms hereof.

(ii) Each Holder shall have the right (the “ Tag-Along Right ”), exercisable by delivering a written notice (the “ Tag-Along Acceptance Notice ”) to the Transferring Holder within ten Business Days after delivery of the Tag-Along Notice, to Transfer to the Tag-Along Offerors and substitute for Tag-Along Shares held by the Transferring Holder, as a condition to such proposed Transfer of Tag-Along Shares by the Transferring Holder or its Transferring Affiliates, up to the number of Common Shares equal to the number of Tag-Along Shares multiplied by such Holder’s Tag-Along Proportionate Percentage (rounded down to the nearest whole share), at a price per share equal to the same price per Common Shares proposed to be paid by the Tag-Along Offerors and otherwise on the same terms and conditions set forth in the Tag-Along Notice.

(iii) The Transferring Holder (and its Transferring Affiliates) shall not Transfer any Common Shares to the Tag-Along Offerors unless each Holder that delivered a timely Tag-Along Acceptance Notice is permitted to Transfer simultaneously therewith, and

substitute for Tag-Along Shares held by the Transferring Holder (or its Transferring Affiliates), the number of Common Shares equal to the number of Tag-Along Shares multiplied by such Holder’s Tag-Along Proportionate Percentage (rounded down to the nearest whole share), at a price per share equal to the same price per Common Shares proposed to be paid to the Transferring Holder (and its Transferring Affiliates) and otherwise on the same terms and conditions set forth in the Tag-Along Notice.

(iv) If all such Transfers of Common Shares to the Tag-Along Offeror are not consummated within 120 days from delivery of the Tag-Along Notice, the provisions of this Section 4(e) shall again become effective with respect to the proposed Transfer of Common Shares.

(v) Notwithstanding anything to the contrary in this Agreement, this Section 4(e) shall not apply to (A) Permitted Transfers or (B) Transfers of Common Shares made in a Qualified Public Offering.

(f) Securities Restrictions; Legends .

(i) No Common Shares shall be Transferred except upon the conditions specified in Section 4 and in this Section 4(f) , which conditions are intended to insure compliance with the provisions of the Securities Act.

(ii) Securities Act Legend . Each certificate representing Common Shares shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

The Holder of any Common Shares by acceptance thereof agrees, prior to any Transfer of any such Common Shares, to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with Section 4 and the provisions of this Section 4(f) . Each such notice shall describe the manner and circumstances of the proposed Transfer of Common Shares. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion, addressed to the Company, of counsel for the Holder of such Common Shares, stating that in the opinion of such counsel (which opinion and counsel shall be reasonably satisfactory to the Company) such proposed Transfer does not involve a transaction requiring registration or qualification of such shares under the Securities Act or other applicable securities laws. Such Holder of such Common Shares shall be entitled to effect a Transfer of such Common Shares in accordance with the terms of the notice delivered to the Company, if such Transfer is otherwise in compliance with this Agreement and the Company does not reasonably object to such Transfer and request such opinion within fifteen days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within fifteen days after delivery of such opinion. Each certificate or other instrument evidencing any such Transferred Common Shares shall bear the legend set forth in this Section 4(f)(ii) unless (i) such opinion of counsel to the Holder of such shares (which opinion and counsel shall be reasonably acceptable to the Company) states that registration or qualification of any future Transfer of Common Shares is not required by the applicable provisions of the Securities Act or other applicable securities laws or (ii) the Company shall have waived the requirement of such legends.

(iii) Stockholders Agreement Legend . Each certificate representing shares of Common Shares shall be endorsed with the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDER AGREEMENT DATED AS OF [ ], 2010 (AS AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME, THE “STOCKHOLDERS’ AGREEMENT”), AMONG THE HOLDER OF SUCH SECURITIES (OR THE PREDECESSOR IN INTEREST TO THE HOLDER OF SUCH SECURITIES), THE COMPANY AND CERTAIN OTHER STOCKHOLDERS OF THE COMPANY. THE TERMS OF THE AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFERS. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”

The legend required under this Section 4(f)(iii) shall be removed upon the earlier of (i) termination of this Agreement in accordance with the provisions of Section 12(a) and (ii) with respect to any Common Shares to be sold in a Transfer pursuant to Public Sale, in connection with any such Transfer of Common Shares made pursuant to a Public Sale.

Section 5. Registration Rights .

(a) Demand Registration Rights .

(i) Initial Demand Registration . At any time after the second anniversary of the date of this Agreement, any Principal Stockholder (by itself or together with its Ultimate Parent Entity and its Ultimate Parent Entity’s Controlled Affiliates and any of its Partial Rights Transferees) beneficially owning, in the aggregate, 40% or more of the outstanding Common Shares (the “ Initial Requesting Holder ”) may request registration under the Securities Act of all or any portion of the Registrable Shares beneficially owned by such Initial Requesting Holder on Form S-1 or similar long-form registration statement as part of an underwritten offering (the “ Initial Demand Registration ”); provided that such Initial Requesting Holder shall only be entitled to make such Initial Demand Registration if the aggregate offering price of the Registrable Shares to be sold in such offering is reasonably expected to be at least $75 million. The Initial Requesting Holder may request that the Initial Demand Registration be a firm commitment underwritten offering. At the request of the Initial Requesting Holder, if (A) it is necessary in order to comply with the rules and regulations of any applicable Self-Regulatory Organization or (B) if the managing and lead underwriters, in their reasonable judgment, determine that it is advisable and inform the Initial Requesting Holder and the Company of such determination, the Company will cause the automatic conversion of the Class B Shares into Class A Shares as set forth in the Certificate of Incorporation.

(ii) Long-Form Registration . At any time after the Initial Public Offering, any Principal Stockholder or, to the extent any such rights have been assigned to any Partial Rights Transferee pursuant to Section 10(c) , its applicable Partial Rights Transferee (in such capacity, a “ Requesting Holder ”) may request registration under the Securities Act of all or any portion of the Registrable Shares beneficially owned by such Requesting Holder on Form S-1 (or any successor form) or similar long-form registration statement (a “ Long-Form Registration ”); provided that (A) subject to Section 10 , no Requesting Holder may request more than a total of four Long-Form Registrations and (B) such Requesting Holder shall only be entitled to demand such Long-Form Registration if the aggregate offering price of the Registrable Shares to be sold in such offering (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, the lower of (1) $75 million and (2) if the aggregate market value of all Registrable Shares held by the Requesting Holder (or its Ultimate Parent Entity or its Controlled Affiliates) is less than $75 million but not less than $50 million, the aggregate market value of all such Registrable Shares held by such Requesting Holder (or its Ultimate Parent Entity or its Controlled Affiliates). Any Requesting Holder may request that an offering conducted under a Long-Form Registration be an underwritten offering.

(iii) Short-Form Registration . At any time at which the Company is eligible to file a Registration Statement on Form S-3 with respect to Common Shares, a Requesting Holder may request registration under the Securities Act of all or any portion of the Registrable Shares beneficially owned by such Requesting Holder on Form S-3 (or any successor form) or any similar short form registration statement, if available (a “ Short-Form Registration ”).

Each Requesting Holder may request an unlimited number of Short-Form Registrations; provided that such Requesting Holder shall only be entitled to demand such Short-Form Registration if the aggregate offering price of the Registrable Shares to be sold in such offering (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, the lower of (1) $50 million and (2) if the aggregate market value of all Registrable Shares held by the Requesting Holder (or its Ultimate Parent Entity or its Controlled Affiliates) is less than $50 million but not less than $25 million, the aggregate market value of all such Registrable Shares held by such Requesting Holder (or its Ultimate Parent Entity or its Controlled Affiliates). Any Requesting Holder may request that an offering conducted under a Short-Form Registration be an underwritten offering. A request for registration under this Section 5(a)(iii) or under Section 5(a)(i) or Section 5(a)(ii) shall be a “Demand Registration”.

(iv) Demand Registration Notices . All requests for Demand Registrations shall be made by giving written notice to the Company (the “ Demand Registration Notice ”). Each Demand Registration Notice shall specify the number of Registrable Shares proposed to be sold in the Demand Registration by the Holder giving such Demand Registration Notice.

(v) Effective Demand Registrations . A registration shall not count as one of the permitted Demand Registrations until both (i) it has become effective and (ii) such effective registration includes at least 75% of the Registrable Shares requested to be included by the Requesting Holder; provided that a Demand Registration that is withdrawn at the sole request of the Requesting Holder who demanded such Demand Registration shall not count as a Demand Registration of such Requesting Holder if the Company is reimbursed by such Holder for all reasonable out-of-pocket expenses incurred by the Company in connection with such registration, including all Registration Expenses.

(vi) Short-Form Registrations . Regardless of a request for a Long-Form Registration, Registration Statements shall be Short-Form Registrations whenever the Company is permitted to use an applicable short form. Promptly after the Company has become subject to the reporting requirements of the Exchange Act, the Company shall use its commercially reasonable efforts to satisfy all registrant eligibility requirements specified by Form S-3 (or any successor form).

(vii) Priority on Demand Registrations . The Company shall not include in any Demand Registration any securities which are not Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares requested to be registered on such Registration Statement and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, except as set forth in the next sentence. If the Demand Registration is an underwritten offering and the managing underwriters for such Demand Registration advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities requested to be included in such Demand Registration exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering

without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Demand Registration, including, if any securities other than Registrable Shares are to be included in such Demand Registration, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Demand Registration, the Company shall include in such Demand Registration the number of Registrable Shares which can be so sold in the following order of priority: (A) first , the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (B) second , all other securities requested to be included in such Demand Registration to the extent permitted hereunder; provided however that with respect to the Initial Demand Registration only, the order priority shall be as follows: (1) first , the securities the Company proposed to sell; (2) second , the Registrable Shares requested to be included in such Demand Registration, pro rata among the respective Holders of such Registrable Shares on the basis of the total number of Registrable Shares beneficially owned by each such Holder, and (3) third , all other securities requested to be included in such Demand Registration to the extent permitted hereunder.

(viii) Restrictions on Demand Registrations . The Company shall not be obligated to effect (i) any Long-Form Registration within 120 days or (ii) any Short-Form Registration within 90 days, in each case, after the effective date of a previous Demand Registration or a previous registration statement in which the Holders of Registrable Shares were given piggyback rights pursuant to Section 5(c) of this Agreement. In addition, the Company shall not be obligated to effect any Demand Registration during the period starting with the date that is 60 days prior to the Board’s good faith estimate of the date of filing of, and ending on the date that is 90 days after the effective date of, a Company-initiated registration statement, provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective, and provided further that, notwithstanding anything in the foregoing to the contrary, the aggregate number of days that any one or more Demand Registrations are suspended or delayed by operation of this Section 5(a)(viii) shall not exceed 120 days in any 12-month period. In the event of any such suspension or delay, the Holder of Registrable Shares initially requesting a Demand Registration that is suspended by operation of this Section 5(a)(viii) shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder, and, notwithstanding the proviso in Section 5(a)(v) , the Company shall pay all Registration Expenses in connection with such registration.

(ix) Selection of Underwriters . Except as set forth in this Section 5(a)(ix) , the Holders of a majority of the Registrable Shares requested to be included in a Demand Registration which is an underwritten offering shall have the right to select the underwriters and managing underwriter (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s approval (and in the event such Holders control a majority of the Board and the managing underwriter or any other underwriter selected by such Holders is not one of the investment banks listed on Annex II attached hereto (or a successor entity of the applicable investment bank), the other Principal Stockholder’s approval),

in each case, which shall not be unreasonably withheld, conditioned or delayed; provided that Popular Securities, Inc. will be notified of the initial organizational meeting for any such registration and, if Popular Securities, Inc. is not selected as the managing underwriter, the Company and the Holders of a majority of the Registrable Shares requested to be included in a Demand Registration will consider in good faith including it as a co-lead underwriter or co-lead book-running manager of such registration. If a Principal Stockholder who requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in a Demand Registration so requests, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in such Demand Registration shall, acting together, select one co-lead underwriter mutually agreeable to such Principal Stockholders, which (A) shall be one of the investment banks listed on Annex II attached hereto and (B) shall not be an Affiliate of any of such Principal Stockholders (the “ DR Selected Underwriter ”).

(b) Shelf Registrations .

(i) Filing . At any time after the one year anniversary of the Initial Public Offering, the Company shall use its commercially reasonable efforts to file, no later than 45 days following any written request from any Requesting Holder, a Registration Statement on Form S-3 (or any successor form) or any similar short-form registration statement filed with the Commission for an offering to be made on a delayed or continuous basis in accordance with and pursuant to Rule 415 under the Securities Act (the “ Form S-3 Shelf ”) covering the resale of the Registrable Shares. The Company shall use commercially reasonable efforts to cause the Form S-3 Shelf to become effective as soon as practicable after such filing. The Company shall give written notice of the filing of the Registration Statement at least 15 days prior to filing the Registration Statement to all Holders of Registrable Shares (the “ Registration Notice ”) and shall include in such Registration Statement all Registrable Shares with respect to which the Company has received written requests for inclusion therein within ten days after sending the Registration Notice. The Company shall maintain the Shelf in accordance with the terms hereof.

(ii) Requests for Shelf Takedowns . At any time and from time to time after the Form S-3 Shelf has been declared effective by the Commission, any Requesting Holder may request to sell all or any portion of their Registrable Shares in an underwritten offering that is registered pursuant to the Form S-3 Shelf (each, a “ Shelf Takedown ”); provided that in the case of each such Shelf Takedown such Requesting Holder will be entitled to make such demand only if the total offering price of the shares to be sold in such offering (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, $25 million.

(iii) Demand Notices . All requests for Shelf Takedowns shall be made by giving written notice to the Company (the “ Demand Shelf Takedown Notice ”) at least 15 days prior to the proposed date of such Shelf Takedown. Each Demand Shelf Takedown Notice shall specify the number of Registrable Shares proposed to be sold in the Shelf Takedown.

(iv) Priority on Shelf Takedowns . If the Shelf Takedown is an underwritten offering and the managing underwriters for such Shelf Takedown advise the Company in writing that in their opinion the number of Registrable Shares and, if permitted hereunder, other securities requested to be included in such Shelf Takedown exceeds the number of Registrable Shares and other securities, if any, which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders of a majority of the Registrable Shares requested to be included in the Shelf Takedown, including, if any securities other than Registrable Shares are to be included in such Shelf Takedown, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Shelf Takedown, the Company shall include in such Shelf Takedown the number of Registrable Shares which can be so sold in the following order of priority: (A) first , the Registrable Shares requested to be included in such Shelf Takedown pursuant to Section 5(c)(ii) , pro rata among the respective Holders of such Registrable Shares on the basis of the number of Registrable Shares beneficially owned by each such Holder; and (B) second , all other securities requested to be included in such Shelf Takedown to the extent permitted hereunder.

(v) Restrictions on Shelf Takedowns . The Company shall not be obligated to effect more than three Shelf Takedowns for any Requesting Holder during any period of 12 consecutive months and shall not be obligated to effect a Shelf Takedown within 90 days after the pricing of any previous underwritten offering by the Company (whether or not on its own behalf).

(vi) Selection of Underwriters . Except as set forth in this Section 5(b)(vi) , the Holders of a majority of the Registrable Shares requested to be included in a Shelf Takedown shall have the right to select the underwriters and managing underwriter (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval (and in the event such Holders control a majority of the Board and the managing underwriter or any other underwriter selected by such Holders is not one of the investment banks listed on Annex II attached hereto (or a successor entity of the applicable investment bank), the other Principal Stockholder’s approval), in each case, which shall not be unreasonably withheld, conditioned or delayed; provided that Popular Securities, Inc. will be notified of the initial organizational meeting for any such registration and, if Popular Securities, Inc. is not selected as the managing underwriter, the Company and the Holders of a majority of the Registrable Shares requested to be included in a Shelf Takedown will consider in good faith including it as a co-lead underwriter or co-lead book-running manager of such registration. If a Principal Stockholder who requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in a Shelf Takedown so requests, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in such Shelf Takedown shall, acting together, select one co-lead underwriter mutually agreeable to such Principal Stockholders, which (A) shall be one of the investment banks listed on Annex II attached hereto and (B) shall not be an Affiliate of any of such Principal Stockholders (the “ ST Selected Underwriter ”).

(vii) Automatic Shelf Registration . Further, upon the Company becoming a Well-Known Seasoned Issuer, the Company shall, as promptly as practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Shares in accordance with the terms of this Agreement. The Company shall use its commercially reasonable efforts to file such Automatic Shelf Registration Statement as promptly as practicable, but in no event later than 30 days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter (including by filing a new Automatic Shelf Registration Statement prior to the expiration thereof) until there are no longer any Registrable Shares. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if the Company is no longer permitted to use such Automatic Shelf Registration Statement in connection with the issuance of Registrable Shares (the “ Determination Date ”), (A) within ten days after such Determination Date (or if earlier, the date upon which the Company becomes aware that it is no longer a Well-Known Seasoned Issuer), the Company shall give written notice thereof to all of the Holders and (B) within 30 days after such Determination Date, the Company shall file a Registration Statement on an appropriate form (or a post effective amendment converting the Automatic Shelf Registration Statement to an appropriate form) covering all of the Registrable Shares, and use commercially reasonable efforts to have such Registration Statement declared effective as promptly as practicable (but in no event more than 30 days) after the date the Automatic Shelf Registration Statement is no longer useable by the Holders to sell their Registrable Shares.

(i) Right to Piggyback . Whenever the Company proposes to register any of its Common Shares (other than a registration on Form S-4 or Form S-8, or any successor of either such form, or a registration relating solely to the offer and sale to the Company’s employees pursuant to any employee stock plan or other employee benefit plan arrangement), whether or not following a request by an Initial Requesting Holder or Requesting Holder pursuant to a Demand Registration Notice (a “ Piggyback Registration ”), or proposes to conduct a Shelf Takedown from an effective Form S-3 Shelf, whether or not following a request by a Requesting Holder pursuant to a Demand Shelf Takedown Notice (together with a Piggyback Registration, a “ Piggyback Takedown ”), the Company shall give prompt written notice to all Holders of Registrable Shares of its intention to effect such Piggyback Takedown. In the case of a Piggyback Takedown that is a Shelf Takedown, such notice shall be given not less than ten Business Days prior to the expected date of commencement of marketing efforts for such Shelf Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than six Business Days prior to the expected date of filing of such registration statement. The Company shall, subject to the provisions of Section 5(c)(ii) and Section 5(c)(iii) below, include in such Piggyback Takedown, as applicable, all Registrable Shares with respect to which the Company has received written requests for inclusion therein within five Business Days after sending the Company’s notice. At least four Business Days prior to the pricing of any Piggyback Takedown, the Company shall cause to be delivered to each Holder of Registrable

Shares who requested to include securities in such Piggyback Takedown, an expected range of prices, as determined by the managing underwriters, for such Piggyback Takedown (the “ Estimated Pricing Range ”). Notwithstanding anything to the contrary contained herein, (A) the Company may determine not to proceed with any Piggyback Takedown upon written notice to the Holders of Registrable Shares requesting to include their Registrable Shares in such Piggyback Takedown, and (B) any Holder of Registrable Shares may withdraw its request for inclusion by giving written notice to the Company of its intention to withdraw such request; provided that, (1) other than in the case of an Initial Demand Registration or a Piggyback Takedown in which the actual pricing is below the lowest price in the Estimated Pricing Range, such withdrawal request must be delivered before the later to occur of (x) the filing of a preliminary prospectus including such Registrable Shares in the proposed offering and (y) two (2) Business Days prior to pricing of the proposed offering; and (2) the withdrawal shall be irrevocable and after making the withdrawal, a Holder shall no longer have any right to include its Registrable Shares in that Piggyback Takedown. For the avoidance of doubt, in the case of an Initial Demand Registration or a Piggyback Takedown in which the actual pricing is below the lowest price in the Estimated Pricing Range a Holder of Registrable Shares may withdraw its request at any time.

(ii) Priority on Primary Piggyback Takedowns . If a Piggyback Takedown is an underwritten primary registration on behalf of the Company, such registration includes Registrable Shares requested to be included by one or more Holders and the managing underwriters for a Piggyback Takedown advise the Company in writing that in their opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number which can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Company, the Company shall include in such Piggyback Takedown the number which can be so sold in the following order of priority: (A) first , the securities the Company proposes to sell; (B) second , the Registrable Shares requested to be included in such Piggyback Takedown ( pro rata among the respective Holders of such Registrable Shares on the basis of the number of Registrable Shares beneficially owned by each such Holder); and (C) third , all other securities requested to be included in such Piggyback Takedown.

(iii) Priority on Secondary Piggyback Takedowns . If (1) a Piggyback Takedown is an underwritten secondary registration on behalf of an Initial Requesting Holder, a Requesting Holder, or other holders of the Company’s securities (“ Other Holders ”), (2) such registration includes Registrable Shares requested to be included by one or more Holders pursuant to Section 5(c)(i) , and (3) the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such Piggyback Takedown exceeds the number of securities that can be sold in such offering without significantly delaying or jeopardizing the success of such offering, including by selling at a price per share within a price range reasonably acceptable to the Holders (including the Other Holders) of a majority of the Registrable Shares and other securities requested to be included in the Piggyback Takedown (and each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in the Piggyback Takedown), the Company shall include in such registration the number of securities that can be

so sold in the following order of priority: (A) first , the Registrable Shares requested to be included in such registration ( pro rata among the respective Holders of any such securities and Registrable Shares on the basis of the number of securities and Registrable Shares beneficially owned by each such Holder); (B) second , the securities requested to be included therein by the Other Holders requesting such registration ( pro rata among the holders of any such securities on the basis of the number of securities beneficially owned by each such holder); and (C) third , all other securities requested to be included in such registration.

(iv) Selection of Underwriters . Except as set forth in this Section 5(c)(iv) , if any Piggyback Takedown is an underwritten primary offering, the Company will have the sole right to select the underwriters and managing underwriter (which shall consist of one or more reputable nationally recognized investment banks) for such underwritten primary offering. If any Piggyback Takedown is an underwritten secondary offering, the Holders of a majority of the Registrable Shares requested to be included in such Piggyback Takedown shall have the right to select the underwriters and managing underwriter (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval (and in the event such Holders control a majority of the Board and the managing underwriter or any other underwriter selected by such Holders is not one of the investment banks listed on Annex II attached hereto (or a successor entity of the applicable investment bank), the other Principal Stockholder’s approval), in each case, which shall not be unreasonably withheld, conditioned or delayed; provided that Popular Securities, Inc. will be notified of the initial organizational meeting for any such registration and, Popular Securities, Inc. is not selected as the managing underwriter, the Company and the Holders of a majority of the Registrable Shares requested to be included in a Piggyback Takedown will consider in good faith including it as a co-lead underwriter or co-lead book-running manager of such registration. If a Principal Stockholder who requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in a Piggyback Takedown so requests, each Principal Stockholder who has requested Registrable Shares that would constitute at least 10% of the Registrable Shares to be included in such Piggyback Takedown shall, acting together, select one co-lead underwriter mutually agreeable to such Principal Stockholders, which (A) shall be one of the investment banks listed on Annex II attached hereto and (B) shall not be an Affiliate of any of such Principal Stockholders (the “ PT Selected Underwriter ”, and any of the DR Selected Underwriter, the ST Selected Underwriter or the PT Selected Underwriter, the “ Selected Underwriter ”).

(d) Holdback Agreement .

(i) Holders of Registrable Securities . In connection with an underwritten public offering of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, by the Company for its own account or on behalf of any Holder or Other Holders (including pursuant to any Shelf Takedown), if requested by the managing underwriters in connection with such underwritten offering, no Holder who is a Management Holder or who beneficially owns 5% or more of the outstanding Common Shares shall effect any sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, without prior written consent from the underwriters managing the

underwritten public equity offering by the Company during a period beginning up to seven days prior to and ending up to 90 days from and including the date of pricing as reasonably requested by the underwriters managing the underwritten public equity offering (including pursuant to any Shelf Takedown) (or 180 days in the case of the Initial Public Offering) (the “ Lock-Up Period ”); provided that (A) the foregoing shall not apply to any Common Shares that are offered for sale as part of the underwritten public equity offering, (B) such Lock-Up Period shall be no longer than the lock-up period applicable on substantially similar terms to the Company and the executive officers and directors of the Company and (C) such Lock-Up Period shall be subject to customary exceptions and not commence unless the Company notifies the Holders in writing prior to the commencement of the Lock-Up Period; provided further , that nothing herein shall prevent any Holder that is a partnership or corporation from making a distribution of Registrable Shares to the partners or stockholders thereof or a Transfer of Registrable Shares to an Affiliate that is otherwise in compliance with the applicable securities laws. Each Holder agrees to execute a lock-up agreement in favor of the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any underwritten public offering of equity securities shall be third party beneficiaries of this Section 5(d) . Any discretionary waiver or termination of the requirements of this Section 5(d) made by the managing underwriters in connection with an underwritten offering shall apply to each Holder subject to this Section 5(d) on a pro rata basis in accordance with the Proportionate Percentages (assuming for purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to such offering, except, if (i) a Principal Stockholder has the right to request the selection of a Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) the Selected Underwriter has been selected pursuant to such request and (iii) agrees that (A) a pro rata waiver or termination of requirements would not be commercially reasonable and (B) that the proposed waiver or termination of requirements is as close to pro rata as would be commercially feasible. The provisions of this Section 5(d) will no longer apply to a Holder if (x) such Holder ceases to hold any Registrable Shares or (y) such Holder beneficially owns less than 5% of the outstanding Common Shares or ceases to be a Management Holder, as applicable.

(ii) The Company . In connection with any underwritten public equity offering (including pursuant to any Demand Registration, Piggyback Takedown or Shelf Takedown), if requested by the managing underwriters in connection with such underwritten offering, the Company shall not affect any sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-8 or Form S-4 (or any successor to such forms) under the Securities Act), during a period beginning up to seven days prior to and ending up to 90 days from and including the date of pricing of such underwritten public equity offering as reasonably requested by the underwriters managing the underwritten public equity offering (or 180 days in the case of the Initial Public Offering); provided that the foregoing shall not apply to any securities that are offered for sale as part of the underwritten public equity offering; provided , further , that nothing herein will prevent the Company from (A) issuing securities upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on such date, or (B) granting securities pursuant to employee benefit plans in effect on such date.

(e) Company Undertakings . Whenever Registrable Shares are registered pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and the sale of such Registrable Shares as soon as reasonably practicable in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as reasonably practicable:

(i) before filing a Registration Statement or Prospectus or any amendments or supplements thereto, at the Company’s expense, furnish to the Holders whose securities are covered by the Registration Statement no less than three Business Days prior to filing copies of all such documents, other than documents that are incorporated by reference, proposed to be filed and such other documents reasonably requested by such Holders, which documents shall be subject to the review and comment of the Counsel to such Holders;

(ii) notify each Holder of Registrable Shares of the effectiveness of each Registration Statement and prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Shares have been sold under such Registration Statement or have otherwise ceased to be Registrable Shares, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;

(iii) furnish to each seller of Registrable Shares, and the managing underwriters, without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433(h) under the Securities Act)), all exhibits and other documents filed therewith and such other documents as such seller or such managing underwriters may reasonably request including in order to facilitate the disposition of the Registrable Shares owned by such seller, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the Commission or any other governmental authority relating to such offer;

(iv) use its commercially reasonable efforts (A) to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests, (B) to keep such registration or qualification in effect for so long as such Registration Statement remains in effect, and (C) to do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller (provided that the Company shall not be required to (1) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (2) subject itself to taxation in any such jurisdiction or (3) consent to general service of process in any such jurisdiction);

(v) notify each seller of such Registrable Shares, Counsel to the Holders and the managing underwriters: (A) at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act, (1) upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement or the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of any such seller and subject to Section 5(d)(i) hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to each seller of such Registrable Shares, Counsel to the Holders and the managing underwriters and file such supplement or amendment with the Commission so that, as thereafter delivered to the purchasers of such Registrable Shares, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading, (2) as soon as the Company becomes aware of any comments or inquiries by the Commission or any requests by the Commission or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Shares or for additional information relating thereto, (3) as soon as the Company becomes aware of the issuance or threatened issuance by the Commission of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Shares or (4) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Share for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (B) when each Registration Statement or any amendment thereto has been filed with the Commission and when each Registration Statement or the related Prospectus or Free Writing Prospectus or any Prospectus supplement or any post effective amendment thereto has become effective;

(vi) use its commercially reasonable efforts to cause all such Registrable Shares (A) if the Common Shares are then listed on a securities exchange or included for quotation in a recognized trading market, to be so listed or included, (B) if the Common Shares are not then listed on a securities exchange or included for quotation in a recognized trading market, to, as promptly as practicable, and in no event later than the effective date of the Form S-3 Shelf filed pursuant to Section 5(b) , be listed on NYSE or another national securities exchange, and (C) to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of the Registrable Shares;

(vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Shares from and after the effective date of the applicable Registration Statement;

(viii) enter into and perform under such customary agreements (including underwriting agreements in customary form, including customary representations and warranties and provisions with respect to indemnification and contribution) and take all such other actions as the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Shares (including effecting a stock split, a combination of shares, or other recapitalization) and provide reasonable cooperation, including causing appropriate officers to attend and participate in “road shows” and analyst or investor presentations and such other selling or other informational meetings organized by the underwriters, if any; provided that the Company shall have no obligation to participate in in-person “road shows” in connection with any Shelf Takedown in which the total offering price of the Registrable Shares to be sold therein is less than $50 million;

(ix) for a reasonable period prior to the filing of any Registration Statement or the commencement of marketing efforts for a Shelf Takedown, as applicable, pursuant to this Agreement, make available for inspection and copying by any Holder of Registrable Shares, Counsel to the Holders, any underwriter participating in any disposition pursuant to such Registration Statement or Shelf Takedown, as applicable, and any other attorney retained by any such Holder or underwriter, all financial and other records and pertinent corporate documents of the Company, and cause the Company’s officers, directors and employees and use commercially reasonable efforts to cause the Company’s independent accountants to supply all information and participate in any due diligence sessions reasonably requested by any such Holder, underwriter or attorney in connection with such Registration Statement or Shelf Takedown, as applicable, provided that recipients of such financial and other records and pertinent corporate documents agree in writing to keep the confidentiality thereof pursuant to a written agreement reasonably acceptable to the Company and the applicable underwriter (which shall contain customary exceptions thereto), provided , further , that unless the disclosure of such records and documents is necessary to avoid or correct a misstatement or omission in any such Registration Statement or associated Prospectus (in each case including any amendment or supplement thereto) or otherwise to comply with federal securities laws or the release of such records and documents is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any information under this Section 5(e)(ix) if the Company believes, based on the advice of outside counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information;

(x) permit any Holder of Registrable Shares that beneficially owns at least 5% of the Common Shares then outstanding, Counsel to the Holders, any underwriter participating in any disposition pursuant to a Registration Statement, and any other attorney retained by such Holder of Registrable Shares or underwriter, to participate (including, but not limited to, reviewing, commenting on and attending all meetings) in the preparation of such Registration Statement and any Prospectus supplement thereto, if applicable;

(xi) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Common

Shares included in such Registration Statement for sale in any jurisdiction, the Company shall use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Shares included in such Registration Statement for sale in any jurisdiction at the earliest practicable date;

(xii) if requested in connection with any underwritten offering, obtain and furnish to the underwriters and each such Holder of Registrable Shares including Registrable Shares in such offering a signed counterpart of (A) a cold comfort letter from the Company’s independent public accountants and any other accountants responsible for the audit and review of any financial statements included in the Registration Statement, and a bring-down thereof, and (B) a legal opinion of counsel to the Company addressed to the relevant underwriters and/or such Holders of Registrable Shares, in each case delivered at the customary times and in customary form and covering such matters of the type customarily covered by such letters as the managing underwriters and/or Holders of a majority of the Registrable Shares included in such offering reasonably request;

(xiii) with respect to each Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Shares be sold “by means of” (as defined in Rule 159A(b) under the Securities Act) such Free Writing Prospectus or other materials without the prior written consent of a majority of the Holders of the Registrable Shares that are being sold pursuant to such Free Writing Prospectus, which Free Writing Prospectuses or other materials shall be subject to the review of Counsel to the Holders; provided , however , the Company shall not be responsible or liable for any breach by a Holder that has not obtained the prior written consent of the Company to use such Free Writing Prospectus;

(xiv) provide a CUSIP number for the Registrable Shares prior to the effective date of the first Registration Statement including Registrable Shares;

(xv) promptly notify in writing the Holders and the managing underwriters of the securities being sold, (A) when such Registration Statement or related Prospectus or Free Writing Prospectus or any Prospectus amendment or supplement or post effective amendment has been filed, and, with respect to any such Registration Statement or any post effective amendment, when the same has become effective and (B) of any written comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto;

(xvi) (A) prepare and file with the Commission such amendments and supplements to each Registration Statement as may be necessary to comply with the provisions of the Securities Act, including post effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable time period required hereunder, and if applicable, file any Registration Statements pursuant to Rule 462(b) under the Securities Act; (B) cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any

similar provisions then in force) under the Securities Act; (C) comply with the provisions of the Securities Act and the Exchange Act and any applicable securities exchange or other recognized trading market with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; and (D) provide additional information related to each Registration Statement as requested by, and obtain any required approval necessary from, the Commission or any federal or state governmental authority;

(xvii) cooperate with each Holder of Registrable Shares and each underwriter participating in the disposition of such Registrable Shares and underwriters’ counsel in connection with any filings required to be made with FINRA;

(xviii) within the deadlines specified by the Securities Act, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby);

(xix) if requested by any participating Holder of Registrable Shares or the managing underwriters, promptly include in a Prospectus supplement or amendment such information as the Holder or managing underwriters may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request;

(xx) in the case of certificated Registrable Shares, cooperate with the participating Holders of Registrable Shares and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Shares to be sold after receiving written representations from each participating Holder that the Registrable Shares represented by the certificates so delivered by such Holder will be transferred in accordance with the Registration Statement, and enable such Registrable Shares to be in such denominations and registered in such names as the Holders or managing underwriters may reasonably request at least two Business Days prior to any sale of Registrable Shares;

(xxi) make generally available to its security holders a consolidated earnings statement (which need not be audited) for a period of twelve months beginning after the effective date of the Registration Statement that satisfies the requirements of an earnings statement under Section 11(a) of the Securities Act and Rule 158 thereunder, which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act; and

(xxii) use its commercially reasonable efforts to take all other actions necessary to effect the registration and sale of the Registrable Shares contemplated hereby.

(f) Additional Undertakings .

(i) The Company shall ensure that (A) no Registration Statement (including any amendment or supplement thereto) shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading, and (ii) no Prospectus (including any amendment or supplement thereto) shall contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, except for any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in reliance on and in conformity with written information furnished to the Company by or on behalf of any Holder or any underwriter or other distributor specifically for use therein.

(ii) The Company may prepare and deliver an “issuer free-writing prospectus” as such term is defined in Rule 405 under the Securities Act, in lieu of any supplement to a Prospectus. Neither any Holder nor any underwriter or distributor of Registrable Shares may use a free-writing prospectus to offer or sell any such shares without the Company’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

(iii) It is understood and agreed that any failure of the Company to file a Registration Statement or any amendment or supplement thereto or to cause any such document to become or remain effective or usable within or for any particular period of time as provided in this Agreement, due to reasons that are not reasonably within its control, or due to any refusal of the Commission to permit a Registration Statement or Prospectus to become or remain effective or to be used because of unresolved Commission comments thereon (or on any documents incorporated therein by reference) despite the Company’s good faith and diligent efforts to resolve those comments, shall not be a breach of this Agreement. However, neither shall any such failure relieve the Company of its obligations hereunder to remedy such failure.

(g) Expenses. All Registration Expenses shall be borne by the Company. For the avoidance of doubt, subject to the proviso in Section 5(a)(v) of this Agreement, all Registration Expenses in connection with any registration initiated as a Demand Registration shall be borne by the Company regardless of whether or not such registration has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations pursuant to Section 5(a)(v) of this Agreement. All Selling Expenses relating to Registrable Shares registered shall be borne by the selling Holders of such Registrable Shares pro rata on the basis of the number of Registrable Shares sold. Notwithstanding anything to the contrary herein, if the Company shall not register any securities with respect to which it had given written notice to Holders of its intention to register, all out-of-pocket expenses incurred by such requesting Holders in connection with such registration (other than the fees, disbursements and other charges of counsel other than the Counsel to the Holders) shall be deemed to be Registration Expenses.

(h) Indemnification .

(i) Indemnification by the Company . The Company agrees to indemnify and hold harmless each Holder of Registrable Shares, the Affiliates, directors,

officers, employees, members, managers and agents of each such Holder and each Person who Controls any such Holder within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable Law, from and against any and all losses, claims, damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state or foreign securities law, or any rule or regulation promulgated under of the foregoing laws, relating to the offer or sale of the Registrable Shares, and in any such case, the Company agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating, preparing or defending any such loss, claim, damage, liability, action or investigation (whether or not the indemnified party is a party to any proceeding); provided , however , that the Company will not be liable to a Holder to the extent that any such loss, claim, damage, liability or expense (1) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information relating to such Holder furnished to the Company by or on behalf of any such Holder specifically for inclusion therein or (2) is caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus (in each case including any amendments or supplements to thereto) if such documents are required to be delivered under applicable Law. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(ii) Indemnification by the Holders . Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable Law, from and against any and all losses, claims, damages or liabilities to which they or any of them may become subject insofar as such losses, claims, damages or liabilities (1) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in or arises from any written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion therein or (2) are caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus (in each case

including any amendments or supplements to thereto) if such documents are required to be delivered under applicable Law; provided , however , that the total amount to be indemnified by such Holder pursuant to this Section 5(h)(ii) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or Prospectus relates; provided , further , that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, such Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

(iii) Conduct of Indemnification Proceedings . Promptly after receipt by an indemnified party under this Section 5(h) of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5(h) , notify the indemnifying party in writing of the commencement thereof; but the failure to so notify the indemnifying party (A) will not relieve it from liability under Section 5(h)(i) or Section 5(h)(ii) above unless and to the extent such action and such failure results in material prejudice to the indemnifying party and forfeiture by the indemnifying party of substantial rights and defenses; and (B) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in Section 5(h)(i) or Section 5(h)(ii) above. The indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, except as provided in the next sentence, after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s rights set forth in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if: (1) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with an actual or potential conflict of interest; (2) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (3) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (4) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees and expenses of more than one separate firm of attorneys (in

addition to any local counsel) for all indemnified parties. Notwithstanding the limitations set forth in the prior sentence, an indemnified party shall have the right to employ its own counsel (and one local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if: (1) the use of one counsel for all indemnified parties to represent such indemnified party would present such counsel with an actual or potential conflict of interest; (2) the actual or potential defendants in, or targets of, any such action include multiple indemnified parties and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the other indemnified parties; or (3) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party shall not be liable under this Section 5(h) to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement or compromise unless such settlement or compromise (x) includes as an unconditional term thereof the giving by the claimant or plaintiff therein, to such indemnified party, of a full and final release from all liability in respect to such claim or litigation and (y) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of such indemnified party.

(iv) The provisions of this Section 5(h) will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder of Registrable Shares or the Company or any of the officers, directors or Controlling Persons referred to in this Section 5(h) hereof, and will survive the Transfer of Registrable Shares.

(i) Contribution .

(i) In the event that the indemnity provided in Section 5(h) above is unavailable to or insufficient to hold harmless (other than as a result of the limitations set forth in Section 5(h)) an indemnified party for any reason against any losses, claims, damages or liabilities arise out of or are based upon any matters for which such indemnified party is entitled to indemnification in accordance with the terms of Section 5(h) , then each applicable indemnifying party agrees to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating, preparing or defending same) (collectively, “ Losses ”) to which such indemnifying party may be subject in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and by the indemnified party on the other, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof). If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable Law, then each indemnifying party shall contribute to such Losses paid or payable by such indemnified party for which such indemnified party is entitled to indemnification by such indemnifying party in accordance with the terms of Section 5(h) in such

proportion as is appropriate to reflect the relative benefits received by the parties as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party on the one hand or the indemnified party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(ii) The parties agree that it would not be just and equitable if contribution pursuant to this Section 5(i) were determined by pro rata allocation (even if the Holders of Registrable Shares or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 5(i) . The amount paid or payable by an indemnified party as a result of the Losses (or actions in respect thereof) referred to above in this Section 5(i) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing or defending any such action or claim.

(iii) Notwithstanding the provisions of this Section 5(i) , no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(iv) For purposes of this Section 5(i) , each Person who Controls any Holder of Registrable Shares, agent or underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of any such Holder, agent or underwriter shall have the same rights to contribution as such Holder, agent or underwriter, and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section 5(i) .

(v) The provisions of this Section 5(i) will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder of Registrable Shares or the Company or any of the officers, directors or Controlling Persons referred to in this Section 5(i) hereof, and will survive the Transfer of Registrable Shares.

(j) Rule 144 and Rule 144A; Other Exemptions . With a view to making available to the Holders the benefits of Rule 144 and Rule 144A under the Securities Act and other rules and regulations of the Commission that may at any time permit a Holder to sell securities of the Company to the public without registration (but only in compliance with this Agreement), the Company covenants that it will (i) file in a timely manner all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder and (ii) take such further action as each Holder may reasonably request (including, but not limited to, providing any information

necessary to comply with Rule 144 and Rule 144A under the Securities Act, if available with respect to resales of the Registrable Shares under the Securities Act), at all times from and after the date which is 90 days following the Initial Public Offering, all to the extent required from time to time to enable such Holder to sell Registrable Shares in compliance with this Agreement without registration under the Securities Act within the limitation of the exemptions provided by (x) Rule 144 and Rule 144A under the Securities Act (if available with respect to resales of the Registrable Shares) under the Securities Act, as such rules may be amended from time to time or (y) any other rules or regulations now existing or hereafter adopted by the Commission. Upon the written request of a Holder, the Company shall deliver to the Holder a written statement as to whether it has complied with such requirements, and, if not, the specific reasons for non-compliance.

(k) Private Placement . Except for Section 4 and Section 5(d), the Company agrees that nothing in this Agreement shall prohibit the Holders, at any time and from time to time, from selling or otherwise transferring Registrable Shares pursuant to a private placement or other transaction which is not registered pursuant to the Securities Act. To the extent requested by a Holder, the Company shall take all reasonable steps necessary to assist and cooperate with such Holder to facilitate such sale or transfer, including providing due diligence access to potential purchasers, and entering into a private placement agreement containing customary representations and warranties, indemnifications, opinions and other typical closing conditions.

(l) Other Registration Rights .

(i) The Company represents and warrants that, except as set forth in this Agreement, the Company is not a party to, or otherwise subject to, any other agreement granting registration rights to any other Person with respect to any equity securities of the Company.

(ii) From and after the date of this Agreement until the Holders shall no longer hold any Registrable Shares, the Company shall not, without the prior written consent of the holders of a majority of the Registrable Shares beneficially owned by the Principal Stockholders and their Affiliates, enter into any agreement with any holder or prospective holder of any equity securities of the Company giving such holder or prospective holder demand or incidental registration rights containing cut-back provisions that are by their terms not subordinate to the registration rights granted in this Agreement.

(m) Underwriter Cutback . Notwithstanding anything to the contrary set forth in this Section 5, if the managing underwriters for an underwritten offering advise the Company in writing that their opinion that the inclusion of all Registrable Shares proposed to be included in any registration by any Holder would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares), then the number of such Registrable Shares proposed to be included in such registration by each Holder shall be reduced to such lower number of Registrable Shares that the managing underwriters advise such Holder may sell; provided, however, that any such

reduction shall be done on a pro rata basis in accordance with the Proportionate Percentages (assuming for the purposes of this calculation the full conversion of all Class B Shares into Class A Shares) of such Holders immediately prior to such offering, except, if (i) a Principal Stockholder has the right to request the selection of a Selected Underwriter with respect to such underwritten offering and has made a request for such selection, (ii) a Selected Underwriter has been selected pursuant to such request and (iii) such Selected Underwriter agrees that (A) such pro rata reduction would significantly jeopardize the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares) and (B) that the proposed reduction is as close to pro rata as is feasible without significantly jeopardizing the success of such offering (including selling at a price per share that is an unreasonable discount to the price that could be achieved taking into account any prices quoted on any national securities exchange, if applicable, for the Registrable Shares).

(n) Termination . The obligations of any Holder and of the Company with respect to such Holder, other than those obligations contained in Section 5(h) and Section 5(i), shall terminate as soon as both such Holder no longer holds any Registrable Shares.

Section 6. Preemptive Rights .

(a) General .

(i) If the Company or any of its Subsidiaries proposes to issue or incur, as applicable, any (A) equity securities, (B) debt securities or other Indebtedness, (C) securities convertible into or exercisable or exchangeable for equity or debt securities or Indebtedness or (D) other securities, other than Excluded Securities (the “ Offered Securities ”), the Company shall deliver to each Principal Stockholder and its applicable Partial Rights Transferees a written notice (which notice shall state the number or amount of the Offered Securities proposed to be issued, the purchase price therefor and any other material terms or conditions of the proposed Offered Securities and of their issuance or incurrence, as applicable, including any linked or grouped securities which comprise Offered Securities) of such issuance or incurrence, as applicable (the “ Preemptive Offer Notice ”) at least ten Business Days prior to the date of the proposed issuance (the period beginning on the date that the Preemptive Offer Notice is delivered to the Principal Stockholders and applicable Partial Rights Transferees and the date that is ten Business Days following such date being the “ Preemptive Offer Period ”).

(ii) Each Principal Stockholder and applicable Partial Rights Transferees shall have the option, exercisable at any time during the Preemptive Offer Period by delivering a written notice to the Company (a “ Preemptive Offer Acceptance Notice ”), (A) to subscribe for the number or amount of such Offered Securities up to its Proportionate Percentage (excluding for the purposes of this calculation Common Shares beneficially owned by Holders who are not Principal Stockholders or their applicable Partial Rights Transferees) of the total number or amount of Offered Securities proposed to be issued and (B) in the case of Offered Securities that are not debt securities or other Indebtedness, to offer to subscribe for up to its Proportionate Percentage (excluding for the purposes of this calculation Common Shares

beneficially owned by Holders who are not Subscribing Preemptive Rights Holders) of the Offered Securities not subscribed for by the other Principal Stockholders or their applicable Partial Rights Transferees (as further described below). In the case of Offered Securities that are not debt securities or other Indebtedness, any Offered Securities not subscribed for by a Principal Stockholder or applicable Partial Rights Transferees shall be deemed to be re-offered to and accepted by each of the other Principal Stockholders and applicable Partial Rights Transferees that has exercised its option specified in clause (B) of the immediately preceding sentence (each a “ Subscribing Preemptive Rights Holder ”), with respect to the lesser of (x) the amount specified in such Subscribing Preemptive Rights Holder’s Preemptive Offer Acceptance Notice and (y) an amount equal to the Offered Securities not subscribed for by the Principal Stockholders and applicable Partial Rights Transferees who are not Subscribing Preemptive Rights Holders. Such deemed re-offer and acceptance procedures described in the immediately preceding sentence shall be deemed to be repeated until either (1) all of the Offered Securities are accepted by the Principal Stockholders and applicable Partial Rights Transferees or (2) no Principal Stockholders or applicable Partial Rights Transferees desire to subscribe for more Offered Securities. The Company shall notify each Subscribing Preemptive Rights Holder within five Business Days following the expiration of the Preemptive Offer Period of the number or amount of Offered Securities which such Subscribing Preemptive Rights Holder has subscribed to purchase.

(iii) If Preemptive Offer Acceptance Notices are not given by the Principal Stockholders and applicable Partial Rights Transferees for all the Offered Securities, the Company or its Subsidiary, as applicable, may issue the part of such Offered Securities as to which Preemptive Offer Acceptances Notices have not been given by the Principal Stockholders and their applicable Partial Rights Transferees (the “ Refused Securities ”) to any other Person (a “ New Investor ”) in accordance with the terms and conditions set forth in the Preemptive Offer Notice. Any Refused Securities not purchased by one or more New Investors in accordance with this Section 6(a) within sixty days after the expiration of the Preemptive Offer Period may not be sold or otherwise disposed of until they are again offered to the Principal Stockholders under the procedures specified in this Section 6(a) .

(iv) For the avoidance of doubt, neither the Principal Stockholders nor their applicable Partial Rights Transferees shall be required to make any additional capital contributions to the Company or any of its Subsidiaries.

(b) Excluded Securities . The rights under this Section 6 shall not apply to the following securities issued by the Company or any of its Subsidiaries at any time in compliance with this Agreement (the “ Excluded Securities ”):

(i) Class A Shares issued upon the conversion of any Class B Shares in accordance with the terms thereof;

(ii) non-voting securities of the Company, including any options, warrants or other securities convertible into or exercisable or exchangeable for any such non-voting securities, issued pursuant to the Management Long Term Compensation Plan, in an aggregate amount (inclusive of any such securities that have been converted into, exercised or

exchanged for voting securities) at any time outstanding not to exceed 7.5% (on an as converted, exercised or exchanged basis) of the Company’s outstanding Common Shares as of the date hereof (taking into account any stock dividends or distributions, stock splits, reclassifications, recapitalizations or other subdivisions or combinations of such Common Shares);

(iii) Common Shares issued as a dividend on Common Shares or upon any stock split;

(iv) securities issued in connection with a consolidation, merger, purchase of all or substantially all of the assets or similar transaction involving the Company, or any of its Subsidiaries, and a business entity that is not an Affiliate (disregarding clauses (i)(y) and (ii) of the definition of such term) of the Company or one of the Principal Stockholders, in each case to the extent that such transaction is conducted in compliance with this Agreement;

(v) with the approval of a majority of the Board and, for so long as any Principal Stockholder’s Proportionate Percentage is at least 5%, the approval of at least one Director nominated by such Principal Stockholder (to the extent such Principal Stockholder has the right to nominate a Director pursuant to Section 2 hereof), securities issued as an equity kicker to one or more Persons to whom the Company or one or more of its Subsidiaries is becoming Indebted in connection with the incurrence of such Indebtedness by the Company or any of its Subsidiaries, provided that such incurrence otherwise occurs in compliance with this Agreement, provided that (A) to the extent any Principal Stockholder or Partial Rights Transferee exercises its Preemptive Rights to such Indebtedness, it shall be entitled to Preemptive Rights pursuant to this Section 6 (without respect to this Section 6(b)(v)) with respect to such securities issued as an equity kicker, and (B) the effect of such issuance does not discriminate against any Principal Stockholder (including by having a different adverse impact on any Principal Stockholder based on such Principal Stockholder’s identity or any of its attributes);

(vi) with the approval of a majority of the Board and, for so long as any Principal Stockholder’s Proportionate Percentage is at least 5%, the approval of at least one Director nominated by such Principal Stockholder (to the extent such Principal Stockholder has the right to nominate a Director pursuant to Section 2 hereof), and to the extent that the Company concludes that an issuance is appropriate and desirable and in order to further the business relationship with a customer of the Company or one of its Subsidiaries, Common Shares issued on customary terms to such customer, provided that such customer is not an Affiliate (disregarding clauses (i)(y) and (ii) of the definition of such term) of the Company or one of the Principal Stockholders, provided further that the effect of such issuance does not discriminate against any Principal Stockholder (including by having a different adverse impact on any Principal Stockholder based on such Principal Stockholder’s identity or any of its attributes);

(vii) securities issued by a Subsidiary of the Company to the Company or another Subsidiary of the Company; and

(viii) securities issued upon the exercise, conversion or exchange of any options, warrants or any other derivative securities of the Company or any of its Subsidiaries issued in compliance with (or not otherwise in violation of) this Section 6 .

(c) Termination . The rights set forth in this Section 6 shall terminate immediately prior to the consummation of a Qualified Public Offering.

(d) Treasury Stock . For the avoidance of doubt, the Transfer (other than to a wholly owned Subsidiary of the Company) by the Company or any of its Subsidiaries of any security issued by the Company or such Subsidiaries, as applicable, shall be deemed to be an issuance of such security by the Company or such Subsidiary for the purposes of this Agreement.

(e) Certain Debt Issuances . Notwithstanding anything to the contrary set forth in this Section 6, if the managing underwriters for an offering of debt securities or the lead arrangers for issuances of bank or other Indebtedness by the Company or any of its Subsidiaries advise the Company in writing that in their opinion the availability of Preemptive Rights to the Principal Stockholders and their Partial Rights Transferees would significantly jeopardize the success of such offering or debt raising (including by adversely affecting the terms on which such debt securities or Indebtedness could be issued or incurred, as applicable), then the Company shall provide notice of such opinion in the Preemptive Rights Notice and no Principal Stockholder or Partial Rights Transferee shall have any such Preemptive Rights pursuant to Section 6(a) with respect to such offering or incurrence of debt securities or Indebtedness; provided , howeve r that the Principal Stockholders may participate in such offering or debt raising to the extent permitted under Section 8(f) hereunder.

Section 7. Representations and Warranties .

(a) Representations and Warranties of the Holders . Each Holder, as to itself and not jointly, hereby represents and warrants to the Company as of the date hereof that:

(i) Organization . If such Holder is an entity, such Holder is duly formed, validly existing, and in good standing under the Laws of the jurisdiction of its creation, formation or organization and there is no pending or, to the knowledge of such Holder, threatened action for the dissolution, liquidation, insolvency, or rehabilitation of such Holder.

(ii) Authority . Such Holder has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance by such Holder of this Agreement has been duly authorized by all necessary action of such Holder; and this Agreement has been duly executed and delivered by such Holder and is the legal, valid and binding obligation of such Holder enforceable against such Holder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, receivership, conservatorship, reorganization, liquidation, moratorium, or similar events affecting such Stockholder or its assets, or by general principles of equity.

(iii) No Consents; No Violations . (A) No authorization, approval or other action by, and no notice to or filing with, any governmental, regulatory or legal authority or

any other Person is required for the due execution, delivery, and performance by such Holder of this Agreement (other than (x) such as has been obtained, given, effected or taken prior to the date hereof, (y) consents, authorizations, approvals or filings required to be obtained or made by, or notices given to, any regulatory authority having jurisdiction over the Company, as to which such Holder makes no representations or warranties and (z) routine filings that are informational in nature and made in the ordinary course of business); and (B) the execution, delivery, and performance of this Agreement and the performance by such Holder of its obligations hereunder do not and will not result in any breach, violation or contravention of (1) if such Holder is an entity, such Holder’s organizational documents, (2) any Law of any Governmental Entity applicable to such Holder, (3) any order, writ, injunction, judgment, decree or award of any court, arbitrator, or governmental or regulatory authority to which such Holder or any of its properties is subject or (4) any mortgage, contract, agreement, deed of trust, license, lease or other instrument, arrangement, commitment, obligation, understanding or restriction of any kind to which such Holder is a party or by which any of its properties is bound, except for breaches, violations and contraventions, if any, as would not, individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, business, properties or assets of such Holder.

(iv) Investment Related Representations and Warranties .

(A) Such Holder is acquiring the Common Shares for his own account, for investment and not with a view to the distribution thereof or any interest therein in violation of the Securities Act or applicable securities Laws.

(B) Such Holder understands that (1) the Common Shares have not been registered under the Securities Act or under any state securities Laws, and are being offered and sold in reliance under federal and state exemptions for transactions not involving a public offering and (2) the Common Shares must be held by such Holder indefinitely unless a subsequent Transfer thereof is registered under the Securities Act and applicable Law or is exempt from such registration.

(C) Such Holder further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Holder) depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales of the Common Shares acquired hereunder in limited amounts. Such Holder further understands that the Holder has no right to compel the Company to disclose any information for purposes of complying with Rule 144.

(D) Such Holder (1) is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act or National Instrument 45-106 Prospectus and Registration Exemptions, as applicable) or (2) has a preexisting personal or business relationship with the Company, its Subsidiaries or certain members of the Board or officers of the Company which is of a nature and duration sufficient to make such Holder aware of the character, business acumen and general business and financial circumstances of the Company, its Subsidiaries, and/or such members of the Board or officers of the Company, if any.

(E) The Company has made available to such Holder or its representatives all agreements, documents, records and books that such Holder has requested relating to an investment in the Common Shares being acquired by the Holder. Such Holder has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Company, concerning the terms and conditions of this investment, and answers have been provided to all of such questions to the full satisfaction of such Holder. Such Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of the investment in the Common Shares and to suffer a complete loss of such investment.

(F) Such Holder has no need for liquidity in its investment in the Common Shares. Such Holder can bear the economic risk of investment in the Common Shares and has such knowledge and experience in financial or business matters to be capable of evaluating the merits and risks of the investment in the Common Shares. Such Holder has consulted with its professional, tax and legal advisors with respect to the federal, state, local and foreign income tax consequences of such Holder’s participation as a Holder of the Company.

(G) Such Holder understands that there is no public market for the Common Shares and that the transferability of the Common Shares is restricted.

(b) Representations and Warranties of the Company . The Company hereby represents and warrants to the Holders as of the date hereof that:

(i) Organization . The Company is a corporation validly existing and in good standing under the laws of the Commonwealth.

(ii) Authority . The Company has the power and authority to carry on its business as now conducted, to own or hold under lease its properties, and to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance by the Company of this Agreement has been duly authorized by all necessary action; and this Agreement has been duly executed and delivered by the Company and is the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, receivership, conservatorship, reorganization, liquidation, moratorium, or similar events affecting the Company or its assets, or by general principles of equity.

(iii) No Consents; No Violations . (A) No authorization, approval or other action by, and no notice to or filing with, any governmental, regulatory or legal authority or any other Person is required for the due execution, delivery, and performance by the Company of this Agreement or the consummation of the transactions contemplated hereby other than such as has been obtained, given, effected or taken prior to the date hereof; and (B) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not result in any breach, violation or contravention of (1) the Certificate of Incorporation or the Company By-Laws, (2) any law, rule or regulation of any Governmental Entity applicable to the Company, (3) any order, writ, injunction, judgment,

decree or award of any court, arbitrator, or governmental or regulatory authority to which the Company or any of its properties is subject or (4) any mortgage, contract, agreement, deed of trust, license, lease or other instrument, arrangement, commitment, obligation, understanding or restriction of any kind to which the Company is a party or by which any of its properties is bound.

Section 8. Additional Agreements .

(a) Information Rights . For so long as any Principal Stockholder’s or its applicable Partial Rights Transferee’s Proportionate Percentage is 1% or more, the Company shall furnish to such Principal Stockholder:

(i) Annual Financial Reports . (A) As soon as available, but in no event later than 30 days after the end of each fiscal year, unaudited consolidated financial statements of the Company and its Subsidiaries, for the immediately preceding fiscal year, and (B) as soon as available, but in no event later than 90 days after the end of each fiscal year, audited consolidated financial statements of the Company and its Subsidiaries, in each of clauses (A) and (B) including a consolidated balance sheet as of the end of such fiscal year, a consolidated statement of income and a consolidated statement of cash flows for such year, in each case setting forth in comparative form the figures from the Company’s previous fiscal year, all prepared in accordance with U.S. generally accepted accounting principles (“ GAAP ”) consistently applied (with the exception of footnotes in the case of clause (A)) and, in the case of clause (A), to be accompanied by a certification of the principal financial or accounting officer of the Company as to the conformity of the financial statements with this Section 8(a)(i) , and, in the case of clause (B), audited by a nationally recognized independent certified public accounting firm selected by the Board. Audited financial statements shall also be accompanied by a narrative discussion in writing comparing the results of operations of the current fiscal year and the previous fiscal year, which discussion shall be prepared by the Company’s management.

(ii) Quarterly Financial Reports . As soon as available, but in no event later than 30 days after the end of each fiscal quarter, unaudited consolidated financial statements of the Company and its Subsidiaries, including a consolidated balance sheet as of the end of such fiscal quarter, a consolidated statement of income and a consolidated statement of cash flows for such quarter and the current fiscal year to date, in each case setting forth in comparative form the figures from the corresponding periods of the previous fiscal year and the Company’s projected financial statements for the current fiscal year and showing deviations from the Company’s budget, such financial statements to be prepared in accordance with GAAP consistently applied (with the exception of footnotes), and to be accompanied by a certification of the principal financial or accounting officer of the Company as to the conformity of the financial statements with this Section 8(a)(ii) and a narrative discussion in writing prepared by the Company’s management comparing the results of operations of the current fiscal quarter and the fiscal quarter from the previous fiscal year;

(iii) Monthly Financial Reports . As soon as available, but in no event later than ten days after the end of each month, unaudited consolidated monthly financial

statements of the Company and its Subsidiaries, including a consolidated balance sheet as of the end of such month, a consolidated statement of income and a consolidated statement of cash flows for such month and the current fiscal year to date, which statements shall be prepared in accordance with GAAP consistently applied (with the exception of footnotes). Such statements shall also, in each case, set forth in comparative form the figures for the corresponding periods of the previous fiscal year and the Company’s projected financial statements for the current fiscal year and show deviations from the Company’s budget for the current year. Monthly financial statements shall be accompanied by a certification of the principal financial or accounting officer of the Company as to the conformity of the financial statements with this Section 8(a)(iii) .

(b) Inspection Rights . For so long as any Principal Stockholder’s or its applicable Partial Rights Transferee’s Proportionate Percentage is 5% or more, the Company shall permit such Principal Stockholder or Partial Rights Transferee (as applicable) and such Persons as it may designate, at such Principal Stockholder’s or Partial Rights Transferee’s (as applicable) expense, to visit and inspect any of the properties of the Company and its Subsidiaries, examine its books and records and take copies and extracts therefrom, discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, employees and public accountants (and the Company hereby authorizes said accountants to discuss with such holder and such designees such affairs, finances and accounts) during normal business hours and upon reasonable notice.

(c) Business Plan . The business and affairs of the Company and EVERTEC shall be conducted at all times in accordance with the then-in-effect annual business plan and operating budget (the “Business Plan”). The initial Business Plan is attached hereto as Exhibit B. Subsequent Business Plans shall be adopted by the Board at least 30 days prior to each fiscal year. For so long as any Principal Stockholder’s or its applicable Partial Rights Transferee’s Proportionate Percentage is 5% or more, the Company shall furnish to such Principal Stockholder or Partial Rights Transferee (as applicable), as promptly as practicable, but in any event within five days after adoption by the Board, the Business Plan. The Company will also furnish to such Principal Stockholder or Partial Rights Transferee (as applicable), within a reasonable time after its preparation, any amendment to such previously delivered Business Plan.

(d) Confidentiality . Each Holder agrees to, and shall cause its Affiliates, and its and their respective directors, officers, employees, agents, advisors and representatives (“Representatives”) to, (i) hold confidential all information they may have or obtain concerning the Company or any of its Subsidiaries and their respective assets, business, operations, financial performance or prospects or the arrangements among the Holders and the Company (“Confidential Information”) and (ii) not to use such Confidential Information except, with respect to clause (ii), in connection with evaluating and monitoring its investment in the Company or exercising its rights and fulfilling its obligations with respect thereto (including, for the avoidance of doubt, the right, following the Restricted Period, to conduct a sale process with respect to the sale of its Common Shares so long as such Holder (x) complies with clause (i) of this sentence and (y) requires each potential participant in such sale process (a “Potential Participant”) to whom Confidential Information is provided to enter into a customary confidentiality agreement (to which the Company is a third party beneficiary) with respect to

such sale process which requires such Potential Participant and its Representatives to hold confidential, use only for the purposes of evaluating a purchase of Common Shares from the Holder, and to return or destroy at the conclusion of the sale process (unless such Potential Participant enters into a definitive agreement with such Holder whereby such Potential Participant will become a Holder upon consummation of the transactions contemplated by such agreement) any Confidential Information received by such Potential Participant or its Representatives); provided, however, that the term “Confidential Information” does not include information that (i) is already in such party’s possession, provided that such information is not known by such Holder to be subject to another confidentiality agreement with or other obligation of secrecy to any Person, (ii) is or becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by such party or such party’s Representatives, (iii) is or becomes available to such party on a non-confidential basis from a source other than any of the parties hereto or any of their respective Representatives, provided that such source is not known by such party to have made such information available to such party in violation of a confidentiality agreement with or other obligation of secrecy to any Person or (iv) is received in the course of a commercial arrangement between such Holder or any of its Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand (which confidential information shall be governed by the provisions governing such commercial arrangement). Notwithstanding the foregoing, nothing herein shall prevent any party hereto from disclosing Confidential Information (1) upon the order of any court or administrative agency, (2) upon the request or demand of any regulatory agency or authority having jurisdiction over such party, (3) to the extent required by Law, (4) to the extent necessary in connection with any suit, action or proceeding relating to this Agreement or the exercise of any remedy hereunder, and (5) to such party’s Representatives that need to know such information and who agree to keep such information confidential on the terms set forth in this Section 8(d) (it being understood and agreed that, in the case of clause (1), (2) or (3), unless prohibited by Law or any regulatory authority, to the extent not prohibited by applicable Law, such party shall notify the other parties hereto of the proposed disclosure as far in advance of such disclosure as practicable and use reasonable efforts to ensure that any information so disclosed is accorded confidential treatment, when and if available). The provisions set forth in this Section 8(d) shall terminate with respect to a given Holder on the second anniversary of the date such Holder ceases to own Common Shares.

(e) Restrictions on New Business Activities . The Company and the Holders acknowledge that Popular and its Affiliates are subject to regulatory oversight by bank regulatory authorities in various jurisdiction (the “Regulatory Authorities”). For so long as the Company’s or any of its BHCA Subsidiaries’ activities and investments are subject to restrictions under the Bank Holding Company Act of 1956, because of Popular’s and/or its Affiliates ownership of Common Shares, neither the Company nor any of its BHCA Subsidiaries shall engage in any business (a “Covered Business”) or make any investment (collectively with a Covered Business, a “Covered Activity”) other than, to the extent that the Company or any of its BHCA Subsidiaries actually engage in such Covered Business as of the date hereof in the jurisdictions in which the Company and its Subsidiaries currently operate, the Business (as defined in the Merger Agreement), including the commencement of operations in a country in which the Company or any of its BHCA Subsidiaries is not currently operating or in which such

Covered Business has not been previously conducted, whether by acquisition, investment or organic growth, if such Covered Activity may reasonably require Popular or an Affiliate of Popular to seek regulatory approvals from, or provide notice to, any Regulatory Authority, in each case, without first sending written notice to Popular (the “Covered Activity Notice”). Within 90 days after receipt of the Covered Activity Notice, Popular shall notify the Board in writing (i) whether, based on the advice of outside legal counsel, such Covered Activity would be permissible for Popular and/or its Affiliates to make or engage in directly under applicable banking Laws and (ii) either (A) that no regulatory approval with respect to Popular and/or its Affiliates is required for such Covered Activity, or (B) whether any required regulatory approval with respect to such Covered Activity has been obtained by Popular and/or its Affiliates. Neither the Company nor any of its BHCA Subsidiaries shall engage in any Covered Activity if such activity is impermissible, or until all required regulatory approvals are obtained. Popular and its Affiliates shall use its reasonable best efforts to obtain, as promptly as reasonably possible, all regulatory approvals necessary for the Company to conduct such Covered Activity; provided that Popular and each its Affiliates shall exercise their reasonable best efforts to minimize disclosure of any confidential or proprietary information relating to the Company and to seek confidential treatment for any such information, in each case, to the extent allowed under applicable Law.

(f) Restrictions on Holders with Respect to Company Debt .

(i) Until the first anniversary of the date of this Agreement, no Holder may, together with its Affiliates, beneficially own or acquire, in the aggregate, greater than 20% of any class of Indebtedness of the Company or any of its Subsidiaries. Each Holder agrees (A) not to knowingly cause any of its Significant Related Entities to take any action which would cause such Holder to violate the provisions in this paragraph if such Holder’s Significant Related Entities were deemed to be Affiliates of such Holder and, (B) that if it becomes aware of any such violation of these provisions, it shall use its commercially reasonable efforts, as soon as reasonably possible after such Holder becomes aware of such fact, to cause such Significant Related Entity to sell such Indebtedness so as to cause such Holder to be in compliance with these provisions.

(ii) If a Principal Stockholder (an “ Acquiring Stockholder ”) or any of its Affiliates intends to acquire any Indebtedness of the Company or any of its Subsidiaries (whether through one or more transactions in the secondary market or otherwise) or the Company or any of its Subsidiaries intends to issue Indebtedness to a Principal Stockholder (in each case other than pursuant to the exercise of Preemptive Rights by such Principal Stockholder) (the “ Acquired Indebtedness ”), such Acquiring Stockholder or the Company, as the case may be, shall deliver written notice to the other Principal Stockholder setting forth the terms of such Acquired Indebtedness, the face amount to be acquired and the price and other material terms and conditions (the “ Debt Acquisition Terms ”) on which such Acquired Indebtedness will be acquired by the Acquiring Stockholder or its Affiliate. The other Principal Stockholder shall have the right, exercisable at any time prior to 11:59 p.m. on the third Business Day following receipt of such notice from Acquiring Stockholder or the Company (the “ Debt Participation Deadline ”), to purchase up to its pro rata portion (based on its and the Acquiring Stockholder’s respective ownership of Common Shares) of the face amount of the Acquired Indebtedness on

the Debt Acquisition Terms from the proposed transferor or from the Company or such Subsidiary (including any securities issued as an equity kicker with respect to such Acquired Indebtedness) (the “ Acquired Indebtedness Participation Right ”), provided that in the case of secondary market transactions of outstanding Indebtedness, the Acquiring Stockholder shall have the right to purchase any such Acquired Indebtedness before the Debt Participation Deadline, in which case the other Principal Stockholder’s Acquired Indebtedness Participation Right will (A) be exercisable until 11:59 p.m. on the third Business Day following such other Principal Stockholder’s receipt of notice of such purchase from the Acquiring Stockholder and (B) entitle such other Principal Stockholder to buy its pro rata share of the Acquired Indebtedness from the Acquiring Stockholder or the Affiliate of the Acquiring Stockholder purchasing such Acquired Indebtedness.

(iii) If a Principal Stockholder becomes aware that any of its Significant Related Entities has acquired Indebtedness of the Company or any of its Subsidiaries (whether through one or more transactions in the secondary market, as part of the initial incurrence or issuance of such Indebtedness by the Company or any of its Subsidiaries or otherwise) that, if acquired by such Principal Stockholder, would have entitled the other Principal Stockholder to purchase up to its pro rata portion of such Indebtedness, the other Principal Stockholder may purchase up to its pro rata portion of such Indebtedness without complying with the foregoing. No Principal Stockholder shall knowingly cause a Significant Related Entity to take any actions which would be in violation of the provisions set forth in this Section 8(f) , if such Significant Related Entity were an Affiliate of such Principal Stockholder.

(iv) If the terms of any Indebtedness of the Company or any of its Subsidiaries (“ Applicable Indebtedness ”) contain restrictions on voting of such Applicable Indebtedness (other than restrictions on the Company and/or its Subsidiaries), then no Principal Stockholder or Affiliate thereof (the “ Purchasing Stockholder ”) shall vote any Applicable Indebtedness held by it unless either (A) the other Principal Stockholder or its Affiliates would be entitled to vote its holdings of such Applicable Indebtedness pursuant to the terms of such restrictions or (B) the terms or conditions of the Applicable Indebtedness are amended or supplemented to add such restrictions after the acquisition thereof by the Purchasing Stockholder and such amendment or supplement was not executed at any time during which (x) such Purchasing Stockholder or its Affiliates, in the aggregate, have the right to nominate, or otherwise the ability to elect, a majority of the Directors or (y) the Purchasing Stockholder is part of a Group of Persons (other than as a result of this Agreement) that, in the aggregate, has the right to nominate, or otherwise the ability to elect, a majority of the Directors.

(v) If the terms of any Applicable Indebtedness contain restrictions on the principal amount of Applicable Indebtedness that may be acquired or otherwise owned by any Person (other than the Company and/or its Subsidiaries), then the Purchasing Stockholder shall not acquire or otherwise own a principal amount of such Applicable Indebtedness in excess of such principal amount unless (A) the other Principal Stockholder or its Affiliates would be entitled to acquire or otherwise own an equal principal amount of such Applicable Indebtedness under the terms of such restrictions (it being understood that the Purchasing Stockholder shall be entitled to acquire a principal amount of Applicable Indebtedness under this clause (v) that,

together with the principal amount of such Applicable Indebtedness held by the Purchasing Stockholder at such time, is equal to the principal amount held by the other Principal Stockholder without giving effect to this limitation) or (B) the terms of the Applicable Indebtedness are amended or supplemented to add such restrictions after the acquisition thereof by the Purchasing Stockholder and such amendment or supplement was not executed at any time during which (x) such Purchasing Stockholder or its Affiliates, in the aggregate, have the right to nominate, or otherwise the ability to elect, a majority of the Directors or (y) the Purchasing Stockholder is part of a Group of Persons (other than as a result of this Agreement) that, in the aggregate, has the right to nominate, or otherwise the ability to elect, a majority of the Directors.

(vi) If the terms of any Applicable Indebtedness contain requirements for representations and warranties to the effect that the purchaser of such Applicable Indebtedness (other than the Company and/or its Subsidiaries) does not have any material non-public information with respect to the Company and its Subsidiaries that (A) has not been disclosed to the lenders under the Applicable Indebtedness (other than lenders that do not wish to receive material non-public information with respect to the Company and/or its Subsidiaries) prior to such time and (B) could reasonably be expected to have a material effect upon, or otherwise be material, to either a lender’s decision to participate in any assignment of such Applicable Indebtedness or to the market price of the Applicable Indebtedness, then the Purchasing Stockholder must be able to make such representations and warranties truthfully to the Company with respect to both itself and its Affiliates in connection with the purchase of such Applicable Indebtedness.

(vii) If the terms of any Applicable Indebtedness contain any other express provision that would adversely affect the ability of a Principal Stockholder or any of its Affiliates (other than the Company and/or its Subsidiaries) to acquire or otherwise own such Applicable Indebtedness other than in a manner affecting the other Principal Stockholder in respect of its ability to acquire or own such Applicable Indebtedness proportionally on the basis of its ownership of such Applicable Indebtedness, then the Purchasing Stockholder shall not acquire or otherwise own such Applicable Indebtedness unless the terms of the Applicable Indebtedness are amended or supplemented to add such provisions after the acquisition thereof by the Purchasing Stockholder and such amendment or supplement was not executed at any time during which (x) such Purchasing Stockholder or its Affiliates, in the aggregate, have the right to nominate, or otherwise the ability to elect, a majority of the Directors or (y) the Purchasing Stockholder is part of a Group of Persons (other than as a result of this Agreement) that, in the aggregate, has the right to nominate, or otherwise the ability to elect, a majority of the Directors.

(viii) If the terms of any Applicable Indebtedness contain any other provision that would adversely affect the ability of a Principal Stockholder or any of its Affiliates (other than the Company and/or its Subsidiaries) to exercise rights or remedies in respect of such Applicable Indebtedness other than in a manner affecting the other Principal Stockholder in respect of its ability to exercise such rights or remedies proportionally on the basis of its ownership of such Applicable Indebtedness, then the Purchasing Stockholder shall not exercise such rights or remedies unless either (A) the other Principal Stockholder or its Affiliates would be entitled to exercise such rights or remedies or (B) the terms of the Applicable Indebtedness

are amended or supplemented to add such provisions after the acquisition thereof by the Purchasing Stockholder and such amendment or supplement was not executed at any time during which (x) such Purchasing Stockholder or its Affiliates, in the aggregate, have the right to nominate, or otherwise the ability to elect, a majority of the Directors or (y) the Purchasing Stockholder is part of a Group of Persons (other than as a result of this Agreement) that, in the aggregate, has the right to nominate, or otherwise the ability to elect, a majority of the Directors.

(ix) The restrictions set forth in Section 8(f)(iv) through (viii) shall not apply (A) if the Purchasing Stockholder is Apollo or its Complete Rights Transferee or any of their respective Affiliates, if either (x) Apollo or its Complete Rights Transferee shall have received the prior written consent of Popular or its Complete Rights Transferee or (y) Popular’s or such Complete Rights Transferee’s Proportionate Percentage is less than 10% and (B) if the Purchasing Stockholder is Popular or its Complete Rights Transferee or any of their respective Affiliates, if either (x) Popular or its Complete Rights Transferee shall have received the prior written consent of Apollo or its Complete Rights Transferee or (y) Apollo’s or such Complete Rights Transferee’s Proportionate Percentage is less than 10%.

(g) Dividends . Dividends shall be declared and paid in accordance with the Company’s and EVERTEC’s dividend policy in effect from time to time (the “ Dividend Policy ”). The Dividend Policies shall be adopted and/or amended by the Board from time to time; provided that such Dividend Policy (i) shall limit the amount of any dividends to the Company’s earnings or EVERTEC’s earnings, as the case may be, and (ii) shall not, in the reasonable judgment of the Board, adversely affect the working capital levels necessary for the Company and EVERTEC to conduct their respective operations in accordance with the then-in-effect Business Plan.

(h) Fees Shared Pro Rata; Issuances to Certain Persons .

(i) Any management, advisory, consulting or similar fees paid by the Company or any of its Controlled Affiliates to (A) Apollo, any of its Affiliates or any of their affiliated investment funds and/or their related investment management companies or (B) Popular or any of its Affiliates (for the avoidance of doubt, including any fees payable pursuant to Section 6 or Section 7 of the Apollo Consulting Agreement or Section 6 or Section 7 of the Popular Consulting Agreement, but excluding any fees paid to Popular or its Affiliates pursuant to any Ancillary Agreement (as such term is defined in the Merger Agreement) or other commercial arrangement in the ordinary course, on terms as least as favorable to the Company or any of its Controlled Affiliates as arm’s length terms; provided that the terms as of the date hereof of any commercial arrangement and the terms agreed to during any period during which a Principal Stockholder (other than Popular or any of its Affiliates) has the right to appoint a majority of the Board shall be deemed to be on arm’s length terms and any such commercial arrangement shall be deemed to be in the ordinary course for purposes of this Section 8(h) (but, for the avoidance of doubt, not for purposes of Section 3(c) )), shall be shared by Apollo and Popular (or their respective designees) pro rata , based on their respective Proportionate Percentages (excluding for the purposes of this calculation Common Shares beneficially owned by Holders other than Apollo’s Ultimate Parent Entity, Popular and their respective Controlled

Affiliates). Notwithstanding the foregoing, the fees payable pursuant to Section 4 of the Consulting Agreements shall be paid in accordance with the terms set forth in the Consulting Agreements.

(ii) In the event that the Company issues any equity securities to any person who is employed by, or who acts as a consultant to, a Principal Stockholder (the “ Employing Principal Stockholder ”) or any of its Affiliates which qualify as Excluded Securities pursuant to Section 6(b)(ii) , it shall issue a pro rata portion of such equity securities to the other Principal Stockholder in consideration for the Board services performed by the Principal Stockholder’s representatives; provided that prior to such issuance the Company shall inform the Employing Principal Stockholder who shall have the right to (i) have some or all of such equity securities issued to the Employing Principal Stockholder instead of a person who is an employee or consultant to such Employing Principal Stockholder or (ii) to reallocate all or some of such equity securities to its employees or consultants that are eligible to receive such equity securities pursuant to the Management Long-Term Compensation Plan.

(i) Stock Exchange Listing . In the event of a listing of Common Shares on a national securities exchange in connection with an Initial Public Offering, if a listing on the NASDAQ Stock Market or the NYSE, as applicable, would be more likely (as compared to the other) to materially increase the likelihood of any Director nominated by any Principal Stockholder to be deemed an Independent Director, then the Company shall list such Common Shares on such national securities exchange where the likelihood of such determination as an Independent Director is more likely unless, in the reasonable judgment of the managing and lead underwriters, listing such Common Shares on such national securities exchange would otherwise be materially less favorable for the success of an Initial Public Offering.

(j) Stockholder Rights Plan . Notwithstanding anything in this Agreement to the contrary, the adoption of any stockholder rights plan, rights agreement or any other form of “poison pill” which is designed to or has the effect of making an acquisition of large holdings of the Company’s Common Shares more difficult or expensive (“Stockholder Rights Plan”) or the amendment of any such Stockholder Rights Plan which has the effect of extending the term of a Stockholder Rights Plan or any rights or options provided thereunder, shall require the affirmative vote of (i) a majority of the entire Board and (ii) for so long as any Principal Stockholder’s Proportionate Percentage is at least 5%, at least one Director nominated by such Principal Stockholder.

(k) Group Status . To the extent that it is necessary for the Company to qualify as a “controlled company” (or similar status) pursuant to the rules of any securities exchange on which the Company is listed, no Holder shall deny “group” status for purposes of Section 13(d) of the Exchange Act (or the rules promulgated pursuant thereto) with the other parties to this Agreement (other than the Company) and Holders shall timely file and amend a Schedule 13D for the group with the U.S. Securities and Exchange Commission.

Section 9. Agreements Related to Management Holders .

(a) Redemption Rights . The provisions set forth in this Section 9(a) shall apply to the Management Holders (each, a “Redeemed Holder”).

(i) From and after a Repurchase Event with respect to any Redeemed Holder, the Company or one or more of its designees (each, a “ Repurchaser ”) shall have the right (but not the obligation) (the “ Repurchase Right ”), upon delivery of a notice to such Redeemed Holder (the “ Repurchase Notice ”), to purchase all Common Shares and all options and warrants exercisable for Common Shares beneficially owned by each such Redeemed Holder within the Repurchase Period.

(ii) The Company may only designate a Principal Stockholder to be a Repurchaser. In order to designate a Principal Stockholder to be a Repurchaser with respect to a particular Redeemed Holder, the Company shall provide written notice (the “ Repurchase Designee Notice ”) to each Principal Stockholder setting forth (A) the identity of such Redeemed Holder, (B) the number of Common Shares and options and warrants exercisable for Common Shares beneficially owned by such Redeemed Holder as of the date of the applicable Repurchase Event, (C) the number of securities set forth in (B) above which the Company elects to Repurchase (the difference between (B) and (C) the “ Additional Redeemable Shares ”), and (D) whether the termination of such Redeemed Holder was for Cause, due to death or Disability or at the election of such Redeemed Holder. Each Principal Stockholder shall have the right, exercisable by providing the Company with written notice within ten Business Days of the date of the Repurchase Designee Notice, to purchase (x) its pro rata portion of the Additional Redeemable Securities, based on its Proportionate Percentage (excluding for the purposes of this calculation Common Shares beneficially owned by Holders who are not Principal Stockholders) and (y) up to all of such other Additional Redeemable Securities not elected to be repurchased by the other Principal Stockholder.

(iii) In the event one or more Repurchaser elects to exercise its Repurchase Right, the repurchase price shall be determined as set forth below:

(A) If such termination is (a) by the Company or any of its subsidiaries for Cause or (b) by the Redeemed Holder, the price to be paid by such Repurchaser to repurchase each Common Shares shall be an amount equal to the lesser of (x) the Fair Market Value of such Common Share as of such Redeemed Holder’s Service Termination Date (in the case of options and warrants, less the exercise price thereof) and (y) the amount originally paid to acquire such Common Share upon issuance thereof.

(B) If such termination is (a) by the Company without Cause or (b) due to death or Disability of such Redeemed Holder, then the price to be paid by such Repurchaser to repurchase each Common Share shall be an amount equal to the Fair Market Value of such Common Share as of such Redeemed Holder’s Service Termination Date (in the case of options and warrants, less the exercise price thereof).

(C) The purchase price to be paid by a Repurchaser shall be paid, at the election of such Repurchaser, either (a) in cash in a single lump sum payment or (b) in consideration of a five-year subordinated promissory note issued by such Repurchaser (such note bearing interest equal to 5.0% per annum) or (c) a combination of the foregoing clauses (a) and (b). To the extent a Redeemed Holder is subject to the United States Internal Revenue Code (the “ Code ”) and the repurchase price is determined to be “deferred compensation” within the meaning of the Code, such repurchase price shall be made in a lump sum as soon as practicable after the Redeemed Holder’s Service Termination Date, but in any event within 30 days thereafter.

(D) Each Repurchaser, when purchasing the Common Shares pursuant to this Section 9, will be entitled to require each such Redeemed Holder to provide representations and warranties regarding (a) its power, authority and legal capacity to enter into such Transfer of Common Shares; (b) valid right, title and interest in such Common Shares and the Redeemed Holder’s ownership of such Common Shares; (c) the absence of any Encumbrances on such share of Common Shares; and (d) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Redeemed Holder or the assets of such Redeemed Holder are bound as the result of such sale. Each Repurchaser shall have the right to revoke its Repurchase Notice at any time. Should the Company elect to exercise the Repurchase Rights pursuant to this Section 9 and such Redeemed Holder fails to deliver all of such Common Shares in accordance with the terms hereof, the Company may, at its option, in addition to all other remedies it may have, cancel on its books the Common Shares (and options and warrants, to the extent applicable) registered in the name of the Redeemed Holder. All such Redeemed Holder’s right, title, and interest in and to such Common Shares (and options and warrants, to the extent applicable) shall terminate in all respects.

(iv) For purposes of this Section 9 , “ Repurchase Period ” shall mean the twelve months following the applicable Service Termination Date; provided that such twelve-month period shall be tolled if the Company determines that the purchase of such Common Shares (together with any other purchases of Common Shares pursuant to this Section 9 , or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice), would result (1) in a violation of any applicable Law or (2) after giving effect thereto (including any dividends or other distributions or loans from a Subsidiary of the Company to the Company in connection therewith), in a violation of any Financing Agreements, (3) there exists a violation of a Financing Agreement which prohibits such issuance or purchase (including any dividends or other distributions or loans from a subsidiary of the Company to the Company in connection therewith), (4) the Company does not have funds available to effect such purchase of share of Common Shares, or (5) the consent of any legal, judicial, regulatory, or other Governmental Entity is required to consummate such redemption or repurchase. The Company shall upon learning of any such fact and prior to the end of the Repurchase Period so notify the Redeemed Holder that it will not purchase such Common Shares and/or options or warrants during the Repurchase Period and has deferred its right to make such purchase until such violation of law or Financing Agreement or unavailability of funds would not result therefrom or has ceased. The closing of the sale and purchase of Common Shares which the Company has elected to defer in accordance with this Section 9 shall

take place no later than 20 Business Days after such date that the Company is no longer permitted to defer purchasing such Common Shares under this Section 9 .

(b) Consent of Spouses of Management Holders . The spouses of the individual Management Holders are fully aware of, understand and fully consent and agree to the provisions of this Agreement and its binding effect upon any community property interests or similar marital property interests in the Common Shares they may now or hereafter own, and agree that the termination of their marital relationship with any Management Holder for any reason shall not have the effect of removing any Common Shares of the Company otherwise subject to this Agreement from the coverage of this Agreement and that their awareness, understanding, consent and agreement are evidenced by their signing this Agreement. Furthermore, each individual Management Holder agrees to cause his or her spouse (and any subsequent spouse) to execute and deliver, upon the request of the Company, a counterpart of this Agreement, or an Adoption Agreement substantially in the form of Exhibit A or in a form satisfactory to the Company and each Principal Stockholder whose Proportionate Percentage is 5% or more.

(c) No Right to Employment . Neither the ownership of Common Shares nor any provision contained in this Agreement shall entitle the Management Holder to obtain employment with or remain in the employment of the Company or any of its subsidiaries or Affiliates or affect any right the Company or any subsidiary or Affiliate of the Company may have to terminate the Management Holder’s employment, pursuant to an applicable employment agreement or otherwise for any reason.

(d) Non-Solicitation . During the period commencing on the date hereof and ending on the later of (i) the first anniversary of the date on which such Management Holder ceases to be a Holder of Common Shares, (ii) the second anniversary of the Repurchase Event of such Management Holder and (iii) the date on which such Management Holder ceases to receive any payments related to salary, bonus or severance from the Company or any of its Subsidiaries (or, in the case of any payment made in a lump sum, the expiration of the period to which such payment relates), such Management Holder shall not directly, or indirectly through another Person, (x) induce or attempt to induce any employee, representative, agent or consultant of the Company or any of its Affiliates or Subsidiaries to leave the employ or services of the Company or any of its Affiliates or Subsidiaries, or in any way interfere with the relationship between the Company or any of its Affiliates or Subsidiaries and any employee, representative, agent or consultant thereof, (y) hire any person who was an employee, representative, agent or consultant of the Company or any of its Affiliates or Subsidiaries at any time during the twelve-month period immediately prior to the date on which such hiring would take place (it being conclusively presumed by the parties so as to avoid any disputes under this Section 9(d) that any such hiring within such twelve-month period is in violation of clause (x) above) or (z) directly or indirectly call on, solicit or service any customer, supplier, licensee, licensor, representative, agent or other business relation of the Company or any of its Affiliates or Subsidiaries in order to induce or attempt to induce such Person to cease doing business with, or reduce the amount of business conducted with, the Company or any of its Affiliates or Subsidiaries, or in any way

interfere with the relationship between any such customer, supplier, licensee, licensor, representative, agent or business relation of the Company or any of its Affiliates or Subsidiaries.

(e) Non-Competition . Each Management Holder hereby acknowledges that it is familiar with the Confidential Information (as defined below) of the Company and its Subsidiaries. Each Management Holder acknowledges and agrees that the Company would be irreparably damaged if such Management Holder were to provide services to any Person competing with the Company or any of its Affiliates or Subsidiaries or engaged in a similar business and that such competition by such Management Holder would result in a significant loss of goodwill by the Company. Therefore, each of the Management Holders agrees that during the period commencing on the date hereof and ending on the later of (i) the first anniversary of the date on which such Management Holder ceases to be a Holder of Common Shares, (ii) the second anniversary of the Repurchase Event of such Management Holder and (iii) the date on which such Management Holder ceases to receive any payments related to salary, bonus or severance from the Company or any of its Subsidiaries (or, in the case of any payment made in a lump sum, the expiration of the period to which such payment relates) (the “Non-Compete Period”), such Management Holder shall not (and shall cause each of his or its Affiliates not to) directly or indirectly own any interest in, manage, control, participate in (whether as an officer, director, manager, employee, partner, equityholder, member, agent, representative or otherwise), consult with, render services for, or in any other manner engage in any business engaged directly or indirectly, anywhere in the world, in the business of the Company and its Subsidiaries as currently conducted or proposed to be conducted as of the Repurchase Event of such Management Holder; provided, that nothing herein shall prohibit any of the Management Holders or their Affiliates from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded so long as none of such Persons has any active participation in the business of such corporation.

(f) Policies . Each Management Holder hereby agrees to be bound by and to act in accordance with the Policies.

Section 10. Assignment .

(a) No Assignment . Unless otherwise provided herein, no Holder may assign any of its rights or obligations under this Agreement without the prior written consent of the Principal Stockholders. Any assignment in violation of this Agreement shall be null and void and of no force and effect.

(b) Assignment in Whole . Notwithstanding the foregoing, each Principal Stockholder may assign, in whole, but not in part, its rights under this Agreement as a Principal Stockholder (including, without limitation, its Board Quorum Rights, Board Rights, Committee Rights, Subsidiary Board Rights, Stockholder Quorum Rights, Consent Action Rights, Tag-Along Rights, Registration Rights, Preemptive Rights, Inspection Rights and Information Rights) to any Complete Rights Transferee (an “Assignment in Whole”). Following an Assignment in Whole, such Complete Rights Transferee may assign, in whole, but not in part, its rights under this Agreement to any Person to whom such Complete Rights Transferee Transfers 100% of the

Common Shares acquired by such Complete Rights Transferee pursuant to the transaction, or series of related transactions, giving rise to the Assignment in Whole.

(c) Assignment in Part . Notwithstanding the foregoing, each Principal Stockholder may assign (i) its 5% Board Right or its 10% Board Right to any Partial Rights Transferee; provided that at no time during the term of this Agreement shall the total number of Board Rights held by a Principal Stockholder and its Partial Rights Transferees exceed, in the aggregate, the total number of Board Rights such Principal Stockholder would have been entitled to had no such assignment of Board Rights been made; or (ii) its right to demand a Long-Form Registration (a “Long-Form Demand Right”) to any Partial Rights Transferee (any assignment, set forth in this Section 10(c), an “Assignment in Part”); provided that (x) no Principal Stockholder may assign, in the aggregate, more than two Long-Form Demand Rights and (y) at no time during the term of this Agreement shall the total number of Long-Form Demand Rights held by a Principal Stockholder and its Partial Rights Transferees exceed, in the aggregate, the total number of Long-Form Demand Rights such Principal Stockholder would have been entitled to had no such assignment of Long-Form Demand Rights been made.

(d) Additional Rights Received by Partial Rights Transferees . Upon becoming a party to this Agreement, a Partial Rights Transferee shall be granted the rights set forth in this Agreement applicable to Partial Rights Transferees, including Committee Rights, Subsidiary Board Rights, Stockholder Quorum Rights, Tag-Along Rights, Preemptive Rights, Inspection Rights and Information Rights (collectively, the “ Partial Rights Transferee Rights ”), (i) in each case, only if such Partial Rights Transferee meets any applicable ownership thresholds and (ii) in the case of Committee Rights and Subsidiary Board Rights, only if such Partial Rights Transferee has been assigned a 5% Board Right or 10% Board Right. For the avoidance of doubt and subject to Section 10(c), the grant of the Partial Rights Transferee Rights to any Partial Rights Transferee pursuant to this Section 10(d) in and by itself shall not cause the loss of any such rights by the assigning Principal Stockholder.

(e) Binding Effect . Except as otherwise expressly provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Holders (including any Management Holders and any spouses of such Management Holders) and the Company.

Section 11. Company Governing Documents Post-IPO .

The Company and the Holders shall cause the Certificate of Incorporation and bylaws of the Company, EVERTEC and any entity that beneficially owns 100% of the common stock of EVERTEC and that will issue equity securities in connection with an Initial Public Offering to be amended in order to preserve the rights of the Principal Stockholders and any Partial Rights Transferees set forth in this Agreement to the maximum extent permitted under Law.

Section 12. Miscellaneous Provisions .

(a) Termination . This Agreement shall terminate in respect of any Holder on the date such Holder ceases to own any Common Shares and such Holder shall have no further rights under this Agreement, but shall remain subject to Section 8(d) (Confidentiality), Section 9(d) (Non-Solicitation) and Section 9(e) (Non-Competition) and shall not be released from any liability incurred hereunder prior to the date it ceases to own any Common Shares.

(b) Entire Agreement . This Agreement, together with the Merger Agreement and the Exhibits, Schedules and Annexes attached hereto and thereto and any certificates, documents, instruments and writings that are delivered pursuant hereto and thereto, constitutes the entire agreement and understanding of the parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof.

(c) Notices . All notices, requests and other communications provided for or permitted to be given under this Agreement must be in writing and given by personal delivery, by certified or registered United States mail (postage prepaid, return receipt requested), by United States Express Mail or a nationally recognized overnight delivery service for next day delivery, or by facsimile transmission, as follows (or to such other address as any party may give in a notice given in accordance with the provisions hereof):

If to the Company, to:

Carib Holdings, Inc.
c/o Evertec, Inc.
Carr #176, Km 1.3
Cupey Bajo, Rio Piedras Puerto Rico 00926
P.O. Box 364527
San Juan, Puerto Rico 00936-4527
Telephone: (787) 759-9999
Email: fvillamil@evertecinc.com
Attention: Felix Villamil
President

with a copy, so long as Apollo’s Proportionate Percentage is at least 5% (which copy shall not constitute notice), to:

Apollo Management VII, L.P.
9 West 57th Street, 43rd Floor
New York, New York 10019
Telephone: (212) 515-3202
Email: becker@apollolp.com
Attention: Marc Becker

and to:

Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, New York 10036
Telephone: (212) 872-8112
Telecopy: (212) 872-1002
Email: aweinstein@akingump.com
Attention: Adam Weinstein, Esq.

with a copy, so long as Popular’s Proportionate Percentage is at least 5% (which copy shall not constitute notice), to:

Popular, Inc.
209 Muñoz Rivera Avenue
Hato Reyes, Puerto Rico 00918
Telephone: (787) 758-7208
Email: rcarrion@bppr.com
Attention: Richard L. Carrión
CEO & President

copy to: Ignacio Alvarez, Esq.
Executive Vice President & General Counsel
igalvarez@bppr.com

and to:

Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Telephone: (212) 558-4000
Email: toumeyd@sullcrom.com
Attention: Donald J. Toumey

If to a Holder, to the address set forth under such Holder’s name in Schedule I attached hereto.

All notices, requests or other communications will be effective and deemed given only as follows: (i) if given by personal delivery, upon such personal delivery, (ii) if sent by certified or registered mail, on the third Business Day after being deposited in the United States mail, (iii) if sent for next day delivery by United States Express Mail or overnight delivery service, on the date of delivery as confirmed by written confirmation of delivery, (iv) if sent by telecopy or facsimile, upon confirmation of receipt, except that if such confirmation occurs after 5:00 p.m. (in the recipient’s time zone) on a Business Day, or occurs on a day that is not a Business Day, then such notice, request or communication will not be deemed effective or given until the next

succeeding Business Day or (v) if sent by electronic mail, when sent. Notices, requests and other communications sent in any other manner will not be effective.

(d) Specific Performance; Remedies . Each party acknowledges and agrees that the other parties would be damaged irreparably and would not have an adequate remedy at Law if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, in addition to any other remedy to which it may be entitled at Law or in equity, each party will be entitled to an injunction or injunctions to prevent breaches or threatened breaches of the provisions of this Agreement and to enforce specifically this Agreement and its provisions, without bond or other security being required. Except as expressly provided herein, the rights and remedies created by this Agreement are cumulative and in addition to any other rights and remedies otherwise available at Law or in equity. Except as expressly provided herein, nothing herein will be considered an election of remedies or a waiver of the right to pursue any other right or remedy to which such party may be entitled.

(e) Governing Law; Jurisdiction . This Agreement and all claims and causes of action arising hereunder or relating hereto will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any conflict of law principles that would result in the application of the laws of any other jurisdiction. In furtherance of the foregoing, the parties hereby acknowledge and agree that it is their intent that the Chosen Courts (as defined below) not apply the internal affairs doctrine for the purposes of any litigation, action, suit or other proceeding with respect to the subject matter hereof to the extent that such doctrine would result in the application of any law other than the law of the State of New York to this Agreement or claim or cause of action arising hereunder. Each party irrevocably and unconditionally consents, agrees and submits to the jurisdiction of the United States District Court for the Southern District of New York or any New York State court, in each case, located in the Borough of Manhattan and not in any other State or Federal court in the United States of America or any court in any other country (and appropriate appellate courts therefrom) (the “Chosen Courts”), for the purposes of any litigation, action, suit or other proceeding with respect to the subject matter hereof. Each party agrees to commence any litigation, action, suit or proceeding relating hereto only in the Chosen Courts. Each party irrevocably and unconditionally waives any objection to the laying of venue of any litigation, action, suit or proceeding with respect to the subject matter hereof in the Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such litigation, action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The parties agree that a final judgment in any such litigation, action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

(f) WAIVER OF JURY TRIAL . EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION PERMITTED UNDER THIS AGREEMENT. EACH PARTY CERTIFIES AND

ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12(F).

(g) No Recourse . Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Holders may be partnerships or limited liability companies, each Holder covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any of the Company’s or any Holder’s former, current or future directors, officers, agents, affiliates, general or limited partners, members, managers or stockholders or any former, current or future directors, officers, agents, affiliates, employees, general or limited partners, members, managers or stockholders of any of the foregoing, as such (collectively, the “Related Parties”), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related Parties, as such, for any obligation or liability of the Company or any Holder under this Agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or liabilities or their creation; provided that nothing in this Section 12(g) shall relieve or otherwise limit the liability of any Holder, as such, for any breach or violation of its obligations under such agreements, documents or instruments.

(h) Amendments . Other than with respect to amendments to Schedule I attached hereto, which may be amended by the Company to reflect additional Holders, this Agreement may not be amended, supplemented or modified without the written consent of (x) the Holders holding at least a majority of the Class A Shares of the Company then outstanding and (y) for so long as any Principal Stockholder’s Proportionate Percentage is at least 10%, such Principal Stockholder; provided, however, that (i) any such amendment, supplement or modification that by its terms affects the rights or obligations of any Holder in a manner that is materially adverse and substantially different relative to other Holders shall not be enforceable against such Holder without the written consent of such Holder, and (ii) the written consent of the Company shall be required, in the event that any such amendment, supplement or modification imposes a burden or obligation on the Company or adversely affects a benefit or right of the Company under this Agreement.

(i) Extensions; Waivers . Any party may, for itself only, (a) extend the time for the performance of any of the obligations of any other party under this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any such extension or waiver will be

valid only if set forth in a writing signed by the party to be bound thereby. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay on the part of any party to exercise any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.

(j) Severability . The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party or to any circumstance, is judicially determined not to be enforceable in accordance with its terms, the parties agree that the court judicially making such determination may modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced.

(k) No Third-Party Beneficiaries . The terms and provisions of this Agreement are intended solely for the benefit of the parties hereto and their respective successors and permitted assigns. Except for the Company’s underwriters as set forth in Section 5(d), there are no third party beneficiaries having rights under or with respect to this Agreement, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person.

(l) Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement.

(m) Headings . The heading references herein and the table of contents hereof are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof.

(n) Construction . This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any law will be deemed to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any party has

breached any covenant contained herein in any respect, the fact that there exists another covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached will not detract from or mitigate the fact that the party is in breach of the first covenant.

* * * * *

This Agreement is executed by the Company and by each Holder and spouse of each Management Holder to be effective as of the date first above written.


	THE COMPANY: CARIB HOLDINGS, INC.
	By:
		Name:
		Title:

	THE PRINCIPAL STOCKHOLDERS: AP CARIB HOLDINGS, LTD.,
	By:	Apollo Management VII, L.P., its sole director


	By:	AIF VII Management, LLC, its general partner

	By:
		Name:
		Title:

	POPULAR, INC.
	By:
		Name:
		Title:

	THE MANAGEMENT HOLDERS:
	By:
		Name:
		Title:

[Stockholders Agreement Signature Page]

ANNEX I

ACTIONS REQUIRING SPECIAL APPROVAL

Consent Actions

1.		any amendment to any organizational documents of the Company or any Subsidiary of the Company;

2.		any issuance of equity of the Company or any Subsidiary of the Company, including any options, warrants or other securities convertible or exchangeable for any equity securities (except for (i) issuances of equity to holders of equity of any Person being acquired by the Company in exchange for their equity in that Person, an acquisition of assets of or an investment in such Person, (ii) issuances of equity at no less than Fair Market Value to fund an identified acquisition of equity in another Person, or assets of or investment in another Person (but in the case of both (i) and (ii), subject to any consent requirements for such acquisition or investment), (iii) issuances of Excluded Securities in compliance with the provisions of this Agreement and the Certificate of Incorporation of the Company, and (iv) issuances of equity solely to the extent necessary to cure any default under the Company’s or any of its Subsidiaries’ financing documents with third parties or solely to the extent necessary to satisfy the Company’s liquidity needs if the Company requires additional liquidity to meet its ordinary course obligations and is unable to raise such liquidity through issuances or incurrence of Indebtedness on commercially reasonable terms, in the case of this clause (iv), as determined by the Board in a good faith exercise of its reasonable discretion);

3.		any Initial Public Offering of the Company or any Subsidiary of the Company prior to the second anniversary of the date of this Agreement;

4.		any Change of Control of the Company prior to the date that is 30 months after the date of this Agreement;

5.		any sale, transfer or other disposition of assets of the Company or any Subsidiary of the Company, in one or a series of related transactions, which assets (x) generated more than either (i) 15% of the Company’s consolidated revenues in the preceding 12 full months or (ii) $45 million in revenue in the preceding 12 full months or (y) together with all other sales, transfers or other dispositions of assets of the Company or any Subsidiary of the Company during the preceding 12 full months generated more than either (i) 25% of the Company’s consolidated revenues in the 12 full months preceding the first of such sales, transfers or other dispositions or (ii) $75 million in revenue in the 12 full months preceding the first of such sales, transfers or other dispositions, in each case determined in accordance with

		GAAP (any such sale, transfer or other dispositions. a “ Restricted Asset Sale ”);

6.		any acquisition of assets of or investment in any other Person by the Company or any Subsidiary of the Company, in one or a series of related transactions, which assets or investment (x) would generate more than either (i) 25% of the Company’s consolidated pro forma annual revenues or (ii) $75 million in annual revenue or (y) together with all other acquired assets or investments in any other Person by the Company or any Subsidiary of the Company during the preceding 12 full months, would generate more than either (i) 50% of the Company’s consolidated pro forma annual revenues or (ii) $150 million in annual revenue, in each case determined in accordance with GAAP;

7.		any incurrence of Indebtedness by the Company or any Subsidiary of the Company in an amount that would cause the ratio of total net debt of the Company and its Subsidiaries to EBITDA for the preceding fiscal year to exceed 6.0 on a pro forma basis; provided that, solely for purposes of calculating this ratio, the maximum amount of cash to be included in the calculation of “total net debt” shall be the greater of (i) to the product of 0.2 multiplied by EBITDA and (ii) $22.5 million;

8.		the entry into or amendment of any contract by the Company or any Subsidiary of the Company providing for capital expenditures that are expected to exceed $20 million pursuant to such contract (other than immaterial amendments to the non-economic terms of such contracts);

9.		any engagement by the Company or any Subsidiary of the Company, directly or indirectly, in one or a series of related transactions with (i) any Principal Stockholder, (ii) any Affiliate of a Principal Stockholder, (iii) any Person in which a Principal Stockholder or any of its Affiliates holds more than 50% of such Person’s equity securities or (iv) any executive management employee of the Company, other than (x) in the case of clauses (i), (ii) or (iii) above, the payment of fees and expenses in accordance with the Consulting Agreements, (y) in the case of clauses (ii) or (iii) above, transactions that are entered into on arm’s length terms in the ordinary course of business, and (z) in accordance with any agreement executed and delivered on the date of this Agreement with the consent of Apollo and Popular.

10.		except for entry into the Consulting Agreements in connection with the closing of the Merger Agreement, entry or change to any engagement, advisory or similar fee or arrangement payable by the Company or any of its

		Affiliates to a Principal Stockholder or any of its Affiliates;

11.		the election, termination or replacement of the independent auditor of the Company or any material Subsidiary of the Company;

12.		any appointment or removal of the Chief Executive Officer of the Company or EVERTEC during the first year following the date of this Agreement;

13.		any material change to the terms and conditions of the Management Long-Term Compensation Plan.

Exhibit 99.3

FINAL FORM

This Amended and Restated Master Service Agreement (the “Master Agreement” ) is made as of this [ • ] , 2010, among POPULAR, INC. ( “Popular” or “COMPANY” ), a corporation organized and existing under the laws of the Commonwealth of Puerto Rico, BANCO POPULAR DE PUERTO RICO ( “BPPR” and, together with Popular, “Popular Parties” ), a bank organized and existing under the laws of the Commonwealth of Puerto Rico, and EVERTEC, INC. , a corporation organized and existing under the laws of the Commonwealth of Puerto Rico, and its Subsidiaries (hereinafter referred to as “EVERTEC” ).

WITNESSETH

WHEREAS, COMPANY, acting through its Subsidiaries, is a financial services provider based in Puerto Rico with operations in Puerto Rico, the United States and the Caribbean; and

WHEREAS, EVERTEC is in the business of, among other things, providing data processing, application processing, check imaging, transmission, telecommunications, credit and debit card transaction processing, and related operational, technical, and consulting services, and such other services as the parties hereto may agree to from time to time;

WHEREAS , Popular and EVERTEC previously entered into a Master Service Agreement on April 1, 2010 (the “2010 MSA”); and

WHEREAS , the parties desire to amend and restate the 2010 MSA in order to validate the services under the 2010 MSA, as well as provide for certain changes and additions to such services and revisions to the terms of the 2010 MSA;

NOW THEREFORE, in consideration of the payments to be made and services to be performed hereunder, upon the terms and subject to the conditions set forth in this Master Agreement and intending to be legally bound, the parties hereto agree to the following terms and conditions:

ARTICLE ONE – GENERAL PROVISIONS

1.1.

Definitions . Capitalized terms not otherwise defined herein will have the meanings set forth in this Section 1.1:

	a)		“Affiliate” means, with respect to any Person, any other Person, directly or indirectly, through one or more intermediaries, Controlling, Controlled by, or under common Control with, such Person. Notwithstanding the foregoing, (i) with respect to Apollo, the term “Affiliate” shall (x) include any investment fund with respect to which Apollo Global Management LLC or its Controlled Affiliates (including its and their respective successors) are the sole or, if not sole, primary investment managers and, subject to clause (y) below, each of their Subsidiaries and (y) not include portfolio companies of Apollo Global Management LLC or its Controlled Affiliates and, (ii) with respect to Popular (to the extent that at the time of determination it is engaged in a private equity or similar business), the term “Affiliate” shall not include portfolio companies of Popular or its Controlled Affiliates. “Agreement and Plan of Merger” means the Agreement and Plan of Merger, dated June 30, 2010, among Popular, AP Carib Holdings Ltd., Carib Acquisition, Inc., and EVERTEC, as it may be amended, restated or supplemented from time to time.

	b)		“Apollo” means AP Carib Holdings, Ltd., an exempted company organized under the laws of the Cayman Islands.

	c)		“Asset Acquirer” has the meaning set forth in Section 1.5(c).

	d)		“Assignee Sub” has the meaning set forth in Section 1.5(b).

	e)		“Authorized Locations” means the data centers and other locations owned or leased by EVERTEC, or COMPANY, BPPR, or one of their respective Subsidiaries, as the same may be amended from time to time, for providing the Services and/or maintaining, processing, or storing Company Data under this Master Agreement.

	f)		“Banking Affiliate Restrictions” shall mean the restrictions imposed upon the Banking Affiliates by the provisions of Section 23A and Section 23B of the Federal Reserve Act, and by Regulation W of the Federal Reserve Board, as amended from time to time.

	g)		“Banking Affiliate” shall refer to any banking institution, including its respective subsidiaries, that is an affiliate of EVERTEC for purposes of Section 23A and Section 23B of the Federal Reserve Act and Regulation W of the Federal Reserve Board, as amended from time to time.

	h)		“beneficially owned” , “beneficial ownership” and similar phrases have the same meanings as such terms have under Rule 13d-3 (or any successor rule then in effect) under the Exchange Act, except that in calculating the beneficial ownership of any Person, such Person shall be deemed to have beneficial ownership of all securities that such Person has the right to acquire, whether such right is currently exercisable or is exercisable upon the occurrence of a subsequent event. Notwithstanding the foregoing, no Person (the “ Initial Person ”) shall be deemed to beneficially own any securities beneficially owned by another Person who is not an Affiliate of such Initial Person (the “ Other Person ”) (disregarding solely for the purposes of determining securities beneficially owned by such Other Person, (i) application of this sentence to any securities that have been Transferred (other than in the form of a pledge, hypothecation or similar grant of a security interest only and which shall not involve the grant of a proxy or other right with respect to the voting of such securities) to such Other Person in compliance with the Stockholder Agreement or other applicable Group Agreement and (ii) any Group Securities with respect to such Other Person), including without limitation, another Holder that is not an Affiliate of such Initial Person.

	i)		“Best Efforts” means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved in the time period expressly contemplated or, in the absence of an expressly contemplated time period, in such time period as applicable, in accordance with historical practices and, to the extent there are no historical practices, within a commercially reasonable time period.

	j)		“Business Continuity/Disaster Recovery Plan” means the processes, preventive arrangements and measures taken by a party to be able to respond to an Event in order to be able to recuperate and continue offering its services.

	k)		“Business Day” will be each day from Monday through Friday, except for Legal Holidays.

	l)		“Client” shall mean any person or entity who establishes or maintains a contractual relationship with COMPANY, BPPR, or one of their respective Subsidiaries for obtaining any service or product offered by EVERTEC and/or COMPANY, BPPR, or one of their respective Subsidiaries.

	m)		“Common Shares” means the common stock of EVERTEC, par value $1.00 per share (or the common stock of any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries).

	n)		“Company Data” means data, records and information of Company, BPPR or one of their respective Subsidiaries that is maintained or processed by EVERTEC, including all Customer Information.

	o)		“Confidential Information” means all confidential or proprietary data, information, know-how and documentation not generally known to the public and any and all tangible embodiments thereof, including but not limited to, that which relates to business plans, financial information and projections, agreements with Third Parties, drawings, designs, specifications, estimates, blueprints, plans, data, reports, models, memoranda, notebooks, notes, sketches, artwork, mock-ups, letters, manuals, patents, patent applications, trade secrets, research, products, services, suppliers, customers, markets, software, developments, inventions, processes, technology, Intellectual Property, engineering, hardware configuration, marketing, operations, pricing, distribution, licenses, budgets or finances, and copies of all or portions thereof which in any way related to the business of EVERTEC, or of COMPANY, BPPR, or one of their respective Subsidiaries, as the case may be, whether or not disclosed, designated or marked as proprietary, confidential or otherwise. Confidential Information will include EVERTEC’s physical security systems, access control systems, and specialized recovery equipment and techniques. Confidential Information will include the Customer Information and Company Data of COMPANY, BPPR, or one of their respective Subsidiaries.

	p)		“Control,” and its correlative meanings, “ Controlling,” and “Controlled,” means the possession, direct or indirect, or the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

	q)		“Control Acquirer” has the meaning set forth in Section 1.31(a).

	r)		“CPI” means the All Items Consumer Price Index All Urban Consumers, U.S. City Average (1982-84 – 100), which is published by the U.S. Department of Labor, Bureau of Labor Statistics.

	s)		“Disaster Recovery Service Addendum” means the Disaster Recovery Service Addendum, dated as of the date hereof, among Popular, BPPR and EVERTEC, as it may amended, restated or supplemented from time to time.

	t)		“Drag-Along Transaction” has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

	u)		“Dragged Asset Sale” has the meaning set forth in Section 4(d)(vii) of the Stockholder Agreement.

	v)		“Encumbrances” means any direct or indirect encumbrances, lien, pledge, security interest, claim, charges, option, right of first refusal or offer, mortgage, deed of trust, easement, or any other restriction or third party right, including restrictions on the right to vote equity interests.

	w)		“Event” means any event that requires a party to put into effect its Business Continuity/Disaster Recovery Plan.

“EVERTEC Change of Control” means, with respect to EVERTEC, any:

(i) merger, consolidation or other business combination of EVERTEC (or any Subsidiary or Subsidiaries that alone or together represent all or substantially all of EVERTEC’s consolidated business at that time) or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries that results in the stockholders of EVERTEC (or such Subsidiary or Subsidiaries) or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries or the surviving entity thereof, as applicable, immediately before the consummation of such transaction or a series of related transactions, holding, directly or indirectly, less than 50% of the voting power of EVERTEC (or such Subsidiary or Subsidiaries) or any such successor, other entity or surviving entity, as applicable, immediately following the consummation of such transaction or series of related transactions; provided that this clause (i) shall not be deemed applicable to any merger, consolidation or other business combination, if, as a result of any such merger, consolidation or other business combination, no Person or Group of Persons that had not had “control” of EVERTEC immediately prior to such transaction, as such term is defined under the Bank Holding Company Act of 1956, shall have obtained such “control”;

(ii) Transfer (other than in the form of a pledge, hypothecation or similar grant of a security interest only and which shall not involve the grant of a proxy or other right with respect to the voting of such equity), in one or a series of related transactions, of equity representing 50% or more of the voting power of EVERTEC (or any Subsidiary or Subsidiaries that alone or together represent all or substantially all of EVERTEC’s consolidated business at that time) or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries to a Person or Group of Persons (other than an Transfer of such equity to Apollo Global Management LLC, Popular, any Permitted Ultimate Parent, or their respective Controlled Affiliates);

(iii) transaction in which a majority of the board of directors or equivalent governing body of EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries) immediately following or as a proximate cause of such transaction is comprised of persons who were not members of the board of directors or equivalent governing body of EVERTEC (or such successor or other entity) immediately prior to such transaction (or are not nominated by Apollo Global Management LLC, Popular, any Permitted Ultimate Parent or their respective Controlled Affiliates) except, (X) resulting from the compliance, at the time of an initial public offering of either Holdco or EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries), with the listing requirements, listed company manual or similar rules or regulations of the securities exchange on which Holdco’s or EVERTEC’s (or such successor’s or other entity’s), as the case may be, equity securities will be listed pursuant to such initial public offering, (Y) if a majority of such board of directors is not “independent” under the rules of the applicable securities exchange on the date following such initial public offering upon which Holdco or EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries), as the case may be, first ceases to be a “controlled company” (or similar status) under the rules and regulations of such exchange, resulting from compliance with the rules and regulations of such exchange

that first apply upon Holdco or EVERTEC (or such successor’s or other entity’s), as the case may be, ceasing to be a “controlled company” (or similar status), or (Z) the loss of directors of EVERTEC pursuant to Section 2 of the Stockholder Agreement (as in effect on the date hereof or as may be amended with the approval of Popular and BPPR) that does not result in another Person or Group of Persons having the right or ability to appoint a majority of the board of directors or equivalent governing body of Holdco or EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries) as a result of such transaction; provided that, for the avoidance of doubt, this clause (Z) shall only apply to the resignation and initial replacement of such directors and not to any subsequent replacement of such directors (whether in connection with another transaction or otherwise); or

(iv) sale or other disposition in one or a series of related transactions of all or substantially all of the assets of EVERTEC and its Subsidiaries (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries) to a Person who is not an Affiliate of EVERTEC at such time.

	x)		“Exchange Act” means the Securities Exchange Act of 1934.

	y)		“Federal Reserve Board” means the Board of Governors of the Federal Reserve System.

	z)		“FFIEC” means the Federal Financial Institutions Examination Council.

	aa)		“ *Force Majeure* ” means causes beyond a Person’s reasonable control, including, but not limited to, acts of God, acts of civil or military authority, war, terrorism, civil commotion, governmental action, explosion, strikes, labor disputes, riots, sabotage, epidemics, fires, floods, hurricanes, earthquakes, or other similar events or disasters.

	bb)		“Governmental Authority” means the government or any agency thereof, of any nation, state, commonwealth (including the Commonwealth of Puerto Rico), city, municipality or political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to the government that have regulatory, supervisory, and/or examination authority with respect to COMPANY, BPPR, or one of their respective Subsidiaries and/or of EVERTEC with respect to the matters covered by the Services or their respective operations or financial condition, any quasi governmental entity or arbitral body, any SRO and any applicable stock exchange.

	cc)		“Group Agreement” means any agreement governing the acquisition, holding, voting or disposition of securities of a Person; provided, that, so long as Apollo or a subsequent Permitted Controlling Holder is an Affiliate of such Person, such Person is a party to such agreement.

	dd)		“Group of Persons” means a group of Persons that would constitute a “group” as determined pursuant to Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

	ee)		“Group Securities” means any securities beneficially owned by a Person solely as a result of the Stockholder Agreement or any other Group Agreement and, for the avoidance of doubt, which securities have not been Transferred to such Person or any of its Controlled Affiliates.

	ff)		“Holdco Common Shares” means the common stock of Holdco, par value $0.01 per share.

	gg)		“Holdco” means Carib Holdings, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico.

	hh)		“Holders” means the holders of Holdco Common Shares who are parties to the Stockholder Agreement as set forth in Schedule I thereto, as the same may be amended or supplemented from time to time.

	ii)		“Indebtedness” means, with respect to any Person, (a) all indebtedness of such Person, whether or not contingent, for borrowed money, and (b) all obligations of such Person evidenced by notes, bonds, debentures or other similar debt instruments.

	jj)		“Initial Person” has the meaning set forth in the definition of “beneficially owned.”

	kk)		“Intellectual Property” means any and all trademarks, service marks, copyrights, patents, trade secrets, commercial and/or internet domain names, software, source codes, contract forms, client lists, marketing surveys or other information, the names, features, designs, functionalities and other specifications related to the names of products or services developed or used or that may hereafter be developed offered or sold by any of the parties, and programs, methods of processing, specific design and structure of individual programs and their interaction and unique programming techniques employed therein.

	ll)		“Jurisdiction” has the meaning set forth in Section 1.5(b).

	mm)		“Legal Holiday” means Saturday, Sunday or any federal and/or local legal holiday in the Commonwealth of Puerto Rico that is observed by EVERTEC, except as otherwise provided in the Service Level Agreement, a Service Addendum, or as agreed to in writing between the parties.

	nn)		“Legal Requirements” mean any applicable federal, state, Puerto Rico, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of law, regulation, statute, guidance or treaty issued by a Governmental Authority, and any standards or guidance issued by the FFIEC.

	oo)		“Loss(es)” means losses, liabilities, claims, damages, fines, expenses, penalties, interest expense, costs and fees and disbursements, (including reasonable legal counsel and experts’ fees and disbursements), net of any amounts recovered with respect thereto under insurance policies covering any liability thereof if and to the extent applicable in each case, individually or collectively.

	pp)		“Material Adverse Effect” means, with respect to any Person, any fact, event, change, effect, development, condition or occurrence that has a materially adverse effect on or with respect to any business, assets, liabilities, financial condition, or results of operations of such Person.

	qq)		[“ MBESA ” means the Third Party Master Beneficiary Escrow Services Agreement to be entered into among, Popular, EVERTEC and Iron Mountain Intellectual Property Management, Inc. as of the date hereof, as it may be amended, restated, supplemented or otherwise modified from time to time. ]

	rr)		“ Non-Controlled Public Entity ” means a Person which has equity securities listed on national stock exchange and which Person’s Affiliates do not beneficially own securities representing the majority of the voting power to elect the members of the board of directors or other governing body of such Person.

	ss)		“Other Person” has the meaning set forth in the definition of “beneficially owned.”

	tt)		“Outsourced Processing Contracts” means the agreement(s) pursuant to which (i) Metavante Technologies, Inc. (or its successor, Fidelity National Information Services, Inc.) provides core bank processing services to Banco Popular North America and (ii) Total Systems Services, Inc. provides credit card processing services to BPPR.

	uu)		“Permitted Assignment” means a Permitted Subsidiary Assignment or a Permitted Third-Party Assignment.

	vv)		“Permitted Controlling Holder” means a Person that (i) beneficially owns equity securities representing a majority of the voting power to elect the directors of EVERTEC or (ii) any successor or any other entity holding all or substantially all of the assets of EVERTEC and its Subsidiaries in a transaction or series of transactions, in each case, without contravening Section 1.5 or without Popular or BPPR validly exercising their termination right pursuant to Section 1.31 provided that such Person shall be a “Permitted Controlling Holder” only with respect to the applicable entity that issues such securities.

	ww)		“Permitted Subsidiary Assignment” means an assignment by EVERTEC of any of its rights, duties or obligations under this Master Agreement to an Assignee Sub in compliance with the provisions of Section 1.5.

	xx)		“Permitted Third-Party Assignment” means an assignment by EVERTEC of all its rights, duties and obligations under this Master Agreement to an Asset Acquirer in compliance with the provisions of Section 1.5.

	yy)		“Permitted Ultimate Parent” means with respect to a Permitted Controlling Holder, its Ultimate Parent Entity.

	zz)		“Person” means any individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Governmental Authority or other entity of any kind, and will include any assignee and/or successor (by merger or otherwise) of such entity in connection therewith.

	aaa)		“Popular Parties Change of Control” means, with respect to Popular and/or BPPR, the acquisition, by a non-Affiliate of the Popular Parties, of (i) more than fifty percent (50%) of the voting power of Popular and/or BPPR, as the case may be or (ii) the legal power to designate a majority of the board of directors (or other persons performing similar functions) of Popular and/or BPPR, as the case may be.

	bbb)		“Region” means Puerto Rico, the U.S. Virgin Islands and the British Virgin Islands.

	ccc)		“Representative” means with respect to a particular Person, any director, officer, partner, member, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants, and financial advisors.

	ddd)		“Services” means any service contracted from EVERTEC by COMPANY, BPPR, or one of their respective Subsidiaries under this Master Agreement, including any System used therewith.

	eee)		“Solvent” with regard to any Person, means that (i) the sum of the assets of such Person, both at a fair valuation and at a present fair salable value, exceeds its liabilities, including contingent, subordinated, unmatured, unliquidated, and disputed liabilities; (ii) such Person has sufficient capital with which to conduct its business; and (iii) such Person has not incurred debts beyond its ability to pay such debts as they mature. For purposes of this definition, “ debt ” means any liability on a claim, and “ claim ” means (x) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) a right to an equitable remedy for breach of performance to the extent such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. With respect to any such contingent liabilities, such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing at the time, represents the amount which can reasonably be expected to become an actual or matured liability.

	fff)		“SPV Affiliate” means with respect to any Person, any Affiliate of such Person, whose direct or indirect interest in the Common Shares constitutes more than 30% (by value) of the equity securities portfolio of such Affiliate.

	ggg)		“SRO” means any domestic or foreign securities, broker-dealer, investment adviser or insurance industry self-regulatory organization.

	hhh)		“Stockholder Agreement” means the Stockholder Agreement among Carib Holdings, Inc. and the holders party thereto dated [ • ], 2010.

	iii)		“Subsidiary” means, with respect to any Person, any corporation, association, partnership, limited liability company or other business entity of which 50% or more of the total voting power or equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person, or (c) one or more Subsidiaries of such Person.

	jjj)		“System” means any hardware, software, technology, applications, or combination thereof used by EVERTEC to provide the Services.

	kkk)		“Technology Agreement” means the Technology Agreement to be entered into by EVERTEC and Popular as of the date hereof.

	lll)		“Third Party” means any Person that is not a party to this Master Agreement and is not an Affiliate of any party to this Master Agreement.

	mmm)		“Transfer” means any direct or indirect sale, assignment, transfer, conveyance, gift, bequest by will or under intestacy laws, pledge, hypothecation or other Encumbrance, or any other disposition, of the stated security (or any interest therein or right thereto, including the issuance of any total return swap or other derivative whose economic value is primarily based upon the value of the stated security) or of all or part of the voting power (other than the granting of a revocable proxy) associated with the stated security (or any interest therein) whatsoever, or any other transfer of beneficial ownership of the stated security, with or without consideration and whether voluntarily or involuntarily (including by operation of law). Notwithstanding anything to the contrary set forth in this Master Agreement, (i) each of (x) a Transfer of equity interests of Popular and (y) a Change of Control of Popular shall be deemed not to constitute a Transfer of any equity interest beneficially owned by Popular; (ii) each of (x) a Transfer of equity interests of Apollo Global Management LLC or any of its Controlled Affiliates that is not an SPV Affiliate, and (y) a Change of Control of Apollo Global Management LLC or any of its Controlled Affiliates that is not an SPV Affiliate shall be deemed not to constitute a Transfer of any equity interest beneficially owned by Apollo or such Affiliate, as applicable, and (iii) each of (x) a Transfer of equity interests of any Permitted Ultimate Parent or any of its Controlled Affiliates that is not an SPV Affiliate, and (y) a Change of Control of any Permitted Ultimate Parent or any of its Controlled Affiliates that is not an SPV Affiliate shall be deemed not to constitute a Transfer of any security beneficially owned by such Permitted Ultimate Parent Entity or such Controlled Affiliate, as applicable; provided that, for the avoidance of doubt, subject to clause (i) above, any Change of Control of an SPV Affiliate shall be deemed to constitute a Transfer of the Common Shares beneficially owned by such SPV Affiliate.

	nnn)		“Ultimate Parent Entity” means (i) with respect to Apollo, Apollo Global Management LLC and its successors, (ii) with respect to Popular, Popular and its successors and (iii) with respect to a Permitted Controlling Holder, (x) the Person which (A)(i) Controls such Permitted Controlling Holder or (ii) if no Person Controls such Permitted Controlling Holder, the beneficial owner of a majority of the voting power of such Permitted Controlling Holder and (B) is not itself Controlled by any other Person that is an Ultimate Parent Entity of such Permitted Controlling Holder or, (y) if no such Person exists, the Permitted Controlling Holder; provided that, with respect to determining an Ultimate Parent Entity (i) the Control of any entity by a natural person shall be disregarded and (ii) the Control of any Non-Controlled Public Entity by any Person shall be disregarded.

1.2.		Survival . Provisions relating to limitation of liability, indemnity, payment, transition services and other provisions that by their nature are intended to survive shall survive the termination or expiration of this Agreement.

1.3.		Relationship between the Parties . The parties hereto are independent contractors, and this Master Agreement will not be construed in any way as establishing a partnership, joint venture, or express or implied agency relationship between or among them.

1.4.		Non-Exclusive . Except as otherwise set forth herein or agreed to by the parties in writing, the parties hereto acknowledge that this Master Agreement is not exclusive and nothing contained herein will be construed to create an exclusive relationship between EVERTEC, on the one hand, and COMPANY, BPPR, or any of their respective Subsidiaries, on the other. As such, EVERTEC will not be limited in entering into similar agreements with other Persons to provide the same or similar services.

1.5.		Assignment . a) Other than a Permitted Assignment pursuant to Section 1.5(b) or (c), this Master Agreement may not be assigned by any party without the prior written consent of the other parties; provided, that any party may assign its rights, duties and obligations under this Master Agreement to its financing sources solely in connection with the granting of a security interest and the enforcement of all rights and remedies that the assigning party has against the other party under this Master Agreement, subject to the claims, defenses and rights, including rights of set off, that such other party may have against the assigning party.

Assignment to Subsidiaries . EVERTEC may assign any of its rights, duties or obligations to a direct or indirect wholly-owned Subsidiary of EVERTEC (an “Assignee Sub” ) if (i) such Assignee Sub is identified by

			EVERTEC to Popular and BPPR at least 20 Business Days prior to the consummation of the proposed assignment; (ii) (A) such proposed assignment is legally required in order for EVERTEC to provide to Popular, BPPR or their respective Subsidiaries, in the country, state, territory or other jurisdiction ( “Jurisdiction” ) in which the Assignee Sub is organized, the specific services to be performed pursuant to the assignment of this Master Agreement, and only (x) to the extent of such legal requirement and (y) if EVERTEC provides a written opinion of qualified counsel that opines that such legal requirement is applicable and is based upon reasonable assumptions with respect to such legal requirement or (B) Popular has provided its prior written consent, such consent not to be unreasonably delayed, withheld or conditioned; (iii) such Assignee Sub will be Solvent immediately after and giving effect to such proposed assignment and Popular is reasonably satisfied with the terms and conditions of the proposed assignment; (iv) Popular is a third-party beneficiary to the assignment agreement, which is in form and substance that is reasonably satisfactory to Popular, and which provides that the Assignee Sub’s rights under the assignment agreement will be terminated if the Assignee Sub ceases to be a wholly-owned Subsidiary, directly or indirectly, of EVERTEC and (v) EVERTEC remains fully liable with respect to the performance of all its obligations under this Master Agreement and EVERTEC guarantees the performance of all of the obligations of EVERTEC to Popular assumed by Assignee Sub under this Master Agreement, which guarantee provides that, for the avoidance of doubt, after any termination of the proposed assignment, EVERTEC shall continue to be obligated with respect to any obligation undertaken by Assignee Sub prior to such termination.

	c)		Assignment to Third Parties . EVERTEC may assign all of its rights, duties and obligations (or those rights, duties and obligations arising after the effectiveness of the assignment) in a transaction with a third-party assignee (an “Asset Acquirer” ) if (i) such Asset Acquirer is identified by EVERTEC to Popular and BPPR at least 30 Business Days prior to the consummation of the proposed assignment; (ii) such Asset Acquirer (A) acquires at least 90% of the consolidated gross assets (excluding cash) of EVERTEC and its Subsidiaries and (B) assumes at least 90% of the consolidated gross liabilities (excluding Indebtedness) of EVERTEC and its Subsidiaries (including the assignment and assumption of all commercial agreements between EVERTEC or any of its Subsidiaries, on the one hand, and Popular, BPPR or any of their respective Subsidiaries, on the other hand) through one legal entity; (iii) neither the Asset Acquirer nor any of its Affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from Puerto Rico in excess of $50 million unless none of them has a physical presence in Puerto Rico that is used to conduct any such business; (iv) the Asset Acquirer will be Solvent immediately after and giving effect to such proposed assignment; and (v) EVERTEC reasonably believes that the Asset Acquirer, after completion of the proposed purchase and assumption transaction, will be capable of providing the Services at the level of service required under this Master Agreement [ (it being understood that the fact that Iron Mountain Intellectual Property Management, Inc. (or any successor technology escrow agent under the MBESA or any equivalent agreement) may, or does, delay, withhold or condition its consent to the assignment of the MBESA (or any equivalent agreement) shall not be considered in determining whether EVERTEC has satisfied clauses (ii)(B) and (v) of this Section 1.5(c)); provided , however , that if Iron Mountain Intellectual Property Management, Inc. (or any successor technology escrow agent under the MBESA or any equivalent agreement) does delay, withhold or condition its consent to the assignment of the MBESA (or any equivalent agreement), the parties will negotiate in good faith to select and enter into an agreement with a new third-party escrow agent and EVERTEC will deposit all Deposit Materials and Future Deposits (as such terms are defined in the Technology Agreement) with such escrow agent in accordance with the terms of the Technology Agreement ] . ¹

	d)		Cooperation. EVERTEC shall use its reasonable best efforts to cooperate with Popular and BPPR in evaluating whether any proposed assignment pursuant to this Section 1.5 would be in compliance with the requirements of the provisions contained in this Section 1.5, including the ability of Assignee Sub or Asset Acquirer, as applicable, to comply with the terms of this Master Agreement, including, in each case, by providing any non-confidential information regarding the purposes and plans in connection with such proposed assignment other than information that would create any potential liability under applicable Legal Requirements, violate any confidentiality obligation, or that reasonably would be expected to result in the waiver of any attorney-client privilege.

	e)		Notice of Objection. Popular or BPPR shall notify EVERTEC in writing within 15 Business Days following receipt of EVERTEC’s notice of the proposed assignment of any objection to any proposed assignment to an Asset Acquirer under Section 1.5(c) unless EVERTEC has failed to satisfy its obligations pursuant to Section


¹		Note : The bracketed parenthetical should be added to Section 1.5(c) if Iron Mountain objects to the proposed revision to the assignment provision in the MBESA.

			1.5(d) and Popular or BPPR asserts such failure prior to the expiration of the 15 Business Day objection period, in which case such 15 Business Day period shall be tolled until EVERTEC satisfies its obligations pursuant to Section 1.5(d). If BPPR or Popular fails to timely object to such proposed assignment (taking into account any tolling of the 15 Business Day objection period), it shall be deemed to have consented to such proposed assignment.

	f)		Implied Consent. Notwithstanding anything contained herein, if Popular, BPPR or any of their respective Controlled Affiliates votes in favor of a transaction resulting in a proposed assignment and was not compelled to do so as part of a Dragged Asset Sale or other requirement of the Stockholder Agreement or any other Group Agreement with respect to securities issued by Holdco or EVERTEC or any successor or other entity that acquired all or substantially all the assets of Holdco or EVERTEC or any of their respective successors then it shall be deemed to have consented to the assignment.

	g)		Invalidity of Impermissible Assignments. Any attempted or purported assignment in violation of this Section 1.5 hereof shall be null and void and the assignee’s rights assigned pursuant to any assignment made in compliance with this Section 1.5 will terminate in the event and to the extent of the termination of this Master Agreement.

	h)		BPPR Asset Transfer . If BPPR or any of its Subsidiaries transfers, in a single transaction or series of related transactions (including in a merger, business combination, reorganization, or similar transaction (including by operation of law)) 50% or more of BPPR’s consolidated assets in the Region as of the time of transfer, or assets that generate 50% or more of BPPR’s consolidated revenues in the Region for the full twelve month period ending at the time of transfer, to any Person, then BPPR shall assign (or cause its applicable Subsidiaries to assign) to such Person its rights, duties and obligations under this Master Agreement in respect of the Services provided to the applicable transferors and shall cause such Person to assume its liabilities under this Master Agreement in respect of the Services provided to the applicable transferor. For the avoidance of doubt, no such assignment shall relieve Popular, BPPR or any of their respective Subsidiaries of their obligations under this Master Agreement to the extent Popular, BPPR or any of their respective Subsidiaries survive any such sale of assets, merger, business combination, reorganization, or similar transaction.

1.6.		Plural, Successors, Assignees, Gender, Days . Unless the context of this Master Agreement clearly requires otherwise, references to the plural include the singular and vice versa; references to any Person include such Person’s permitted successors and assignees; references to one gender, masculine, feminine, or neuter, include all genders; the term “day” refers to a calendar day, “including” is not limited but is inclusive; and the words “hereof”, “herein”, “hereby”, “hereunder” and similar terms in this Master Agreement refer to this Master Agreement as a whole and not to any particular provision of this Master Agreement, article, paragraph, section, and/or a subsection, unless otherwise specified.

1.7.		Binding Effect . This Master Agreement and all the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The parties hereto intend that this Master Agreement will not benefit or create any right or cause of action in, or on behalf of, any Person other than the parties hereto.

1.8.		No Third Party Beneficiaries . Each party intends that this Master Agreement will not benefit, or create any right or cause of action in or on behalf of, any Person other than COMPANY, BPPR, and their respective Subsidiaries, and EVERTEC.

1.9.		Entire Agreement . This Master Agreement, the Agreement and Plan of Merger, the Technology Agreement and other “Ancillary Agreements” (as such term is defined in the Agreement and Plan of Merger) contain the entire understanding of all agreements between the parties hereto with respect to the subject matter hereof and supersede any prior agreement or understanding, oral or written, pertaining to any such matters, which other agreements or understandings will be of no force or effect for any purpose. This Master Agreement may not be amended or supplemented in any manner except by mutual agreement of the parties and as set forth in a writing signed by the parties hereto or their respective permitted successors in interest.

1.10.		Interpretation . The general terms and conditions of this Master Agreement and the Exhibits, Addendums, and Schedules made a part hereof from time to time will be interpreted as a single document. However, in the event of a conflict between the general terms and conditions of this Master Agreement and the terms of any Exhibit, Addendum or Schedule hereto, then the terms of the Schedules, Addendums and Exhibits will prevail and control the interpretation of the Master Agreement with respect to the subject matter of the applicable Schedules,

		Addendums and/or Exhibits; provided , however , that the specific provisions of each Statement of Work and other written instructions listed in Schedule 3 to Exhibit B relating to the term and termination of such Statement of Work and other written instructions shall be governed in accordance with Schedule 3 to Exhibit B . Furthermore, in the event of any conflict or inconsistency between this Master Agreement and any other document referenced herein, regarding the interpretation of the terms of this Master Agreement, this Master Agreement together with its Schedules, Addendums, and Exhibits will prevail and control.

1.11.		Severability . The parties hereto intend all provisions of this Master Agreement to be enforced to the fullest extent permitted by law. Accordingly, should a court of competent jurisdiction determine that the scope of any provision hereof is too broad to be enforced as written, the parties intend that the court should reform the provision to such narrower scope as it determines to be enforceable. If, however, any provision of this Master Agreement is held to be illegal, invalid, or unenforceable under present or future law, such provision will be fully severable, and this Master Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision were never a part hereof, and the remaining provisions of this Master Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance.

1.12.		Waiver . The tardiness or failure by any of the parties hereto in exercising any right or privilege pursuant to this Master Agreement will not operate as a waiver thereof, nor will the exercise of any right by any party serve as an obstacle to the exercise of any other rights, powers or privileges, or any portion thereof. The waiver of any breach of any provision under this Master Agreement by any party will not be deemed to be a waiver of any preceding or subsequent breach under this Master Agreement. No such waiver will be effective unless in writing.

1.13.		Governing Law . This Master Agreement will be governed by and interpreted in accordance with the laws of the Commonwealth of Puerto Rico applicable to contracts made and entirely to be performed therein.

1.14.		Trial by Jury . The parties hereby mutually agree that no party, nor any permitted assignee, successor, heir or Representative thereof, will seek a jury trial in any lawsuit, proceeding, counterclaim, or any other litigation procedure based upon or arising out of this Master Agreement, or any related agreement or instrument among the parties. None of the parties will seek to consolidate any such action, in which a jury trial has been waived, with any other action in which a jury trial has not been waived. The provisions of this section have been fully negotiated by the parties. The waiver contained herein is irrevocable, constitutes a knowing and voluntary waiver, and will be subject to no exceptions.

1.15.		Dispute Resolution; Arbitration . Except as otherwise provided in writing with respect to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below), or except as may otherwise be agreed to in writing among the parties, any dispute, controversy or claim between EVERTEC, on the one hand, and the Popular Parties and their respective Subsidiaries, on the other, or against any Representative of one of the parties, related to this Master Agreement, and any dispute or claim related to the relationship or duties contemplated hereunder, including the validity of this clause (a “Dispute” ) will be resolved in accordance with this Section. Each party will give written notice (a “Notice of Dispute” ) to the others of any Dispute claimed by it within thirty (30) days of learning of the cause of such a Dispute. The Notice of Dispute will include a reasonable description of the basis of the Dispute, including, without limitation, (i) the specific charge or charges being disputed, (ii) if available and/or applicable, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) any amounts being withheld. Following delivery of a Notice of Dispute, a Representative of each party will meet and will attempt in good faith to resolve the Dispute. Any Dispute that remains unresolved for more than twenty (20) days after the receipt of a Notice of Dispute shall be referred to designated representatives of the parties hereto who shall negotiate in good faith to resolve such dispute (the “Resolution Forum” ). If a Dispute is not resolved in the Resolution Forum, the Dispute shall be submitted to the consideration of a representative from the senior management of EVERTEC who shall be identified in a written notice delivered to the Popular Parties from time to time, the Chief Operating Officer, the Chief Financial Officer or the Chief Information Officer of BPPR and the Chief Operating Officer or the Chief Financial Officer of Popular. Any Disputes that may remain unresolved for more than ninety (90) days following the receipt of a Notice of Dispute may be referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will be administered by the American Arbitration Association in accordance with the then current Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto Rico. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. A panel of three neutral arbitrators will determine the Dispute of the parties and render a final award in accordance with the applicable substantive law. If the Dispute is between EVERTEC, on the one hand, and one or both of the Popular Parties and their respective Subsidiaries, on the other hand, each of EVERTEC and the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such

		two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). If the Dispute is between the Popular Parties, than each of the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). Strict confidentiality will govern the arbitration proceedings, including all information submitted to the arbitrator and the decision or award entered by the arbitrator. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The terms hereof will not limit any obligation of a party to defend, indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified in this section will be the sole and exclusive procedures for the resolution of Disputes among the parties arising out of or relating to this Master Agreement; provided, however, that a party may request temporary remedies in a court of law to maintain the status quo or to protect goods or property until the arbitration has initiated and the selected arbitrator has had the opportunity to resolve the request for temporary relief. Each party is required to continue to perform its obligations under this Master Agreement pending final resolution of any Dispute arising out of or relating to this Master Agreement, unless to do so would be impossible or impracticable under the circumstances.

1.16.		Cumulative Remedies . Except as otherwise expressly provided, all rights and remedies provided for in this Master Agreement will be cumulative and in addition to and not in lieu of any other rights and remedies available to any party at law, in equity or otherwise and will not serve to exclude the exercise of any right or remedy provided by law.

1.17.		Subcontracting the Services . EVERTEC may subcontract with Third Parties for the provision of the Services to COMPANY, BPPR and their respective Subsidiaries in accordance with the outsourcing policies and procedures set forth in Exhibit F hereto (the “Outsourcing Policy” ), and which shall comply with the regulatory requirements set forth in the FFIEC’s Statement on Risk Management of Outsourced Technology Services, dated November 28, 2000. EVERTEC may amend or supplement the Outsourcing Policy in its sole discretion; provided that any outsourcing of Services will not be subject to the applicable amendment or supplement unless (a) Popular and BPPR have provided their written consent to the applicable amendment or supplement or (b) such amendment or supplement is required by Legal Requirements. Notwithstanding the foregoing, EVERTEC shall remain exclusively and fully responsible and liable towards COMPANY, BPPR, and their respective Subsidiaries for the due performance of such Services by such subcontractors and there shall be no direct relationship whatsoever between COMPANY, BPPR, or their respective Subsidiaries, on the one hand, and such subcontractors, on the other. Upon reasonable advance written notice by COMPANY or BPPR, EVERTEC will provide COMPANY or BPPR, as the case may be, with copies of any documents in EVERTEC’s possession that are related to EVERTEC’s due diligence and risk analysis of the Services to COMPANY, BPPR or any of their respective Subsidiaries; provided, that EVERTEC may redact from such copies information related solely to customers other than COMPANY, BPPR or their respective Subsidiaries.

1.18.		Non-solicitation . COMPANY agrees that, during the period commencing on the execution of this Master Agreement and ending upon the one (1) year anniversary of the expiration or termination of this Master Agreement, without the prior written consent of EVERTEC, COMPANY shall not, and it shall cause its Subsidiaries not to, directly or indirectly, (i) induce or encourage any employee of EVERTEC to terminate his or her employment with EVERTEC, (ii) solicit for employment or any similar arrangement any employee of EVERTEC or (iii) hire or assist any other Person in hiring any employee of EVERTEC; provided that COMPANY and its Subsidiaries shall not be restricted from (i) accepting referrals for employment made by a placement agency or employment service so long as such placement agency or employment service has not targeted employees of EVERTEC, (ii) making any general advertisement not targeted at employees of EVERTEC appearing in a newspaper, magazine, Internet sites or trade publication, or (iii) soliciting or hiring any person who has not been an employee of EVERTEC for at least 180 days prior to being solicited or hired by COMPANY or its Subsidiaries and whom neither COMPANY nor any of its Subsidiaries, subject to clauses (i) and (ii) of the proviso, have solicited over such 180 day period.

1.19.		Prohibition on Publicity . Neither EVERTEC nor the Popular Parties (or their respective Subsidiaries) may advertise or promote using the name or description of the other parties or party, respectively, without in each instance the express written consent of EVERTEC or the Popular Parties, as applicable.

1.20.		Business Days and Legal Holidays . Except as expressly agreed to otherwise for a particular Service, in the event that any action, payment, or time period, under this Master Agreement, becomes due on a day that is a Legal Holiday, such action, payment or time period will be performed and/or expire, as applicable, on the next Business Day immediately following the Legal Holiday.

1.21.		Notices . All notices, requests, demands, consents and other communications given or required to be given under this

		Master Agreement and under the related documents will be in writing and delivered to the applicable party at its main office or any other place as designated by each party in writing.

1.22.		Incorporation . All Exhibits, Schedules, Addendums, certificates, agreements and other documents attached hereto and to which reference is made herein are incorporated by reference as if fully set forth herein.

1.23.		Headings . The headings used in this Master Agreement are inserted for purposes of convenience of reference only and will not limit or define the meaning of any provisions of this Master Agreement.

1.24.		Language . This Master Agreement has been executed in the English language and all Exhibits, Addendums and Schedules to this Master Agreement shall be in English, except that any Addenda in effect prior to the date hereof may be in Spanish.

1.25.		Counterparts . This Master Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

1.26.		Representations and Warranties . EVERTEC, COMPANY and BPPR each represent and warrant that (i) it has the power and authority to grant the rights and perform the obligations to which it commits herein; (ii) the execution of this Master Agreement by the person representing it will be sufficient to render the Master Agreement binding upon it; (iii) neither its performance hereunder nor the exercise by the other parties of rights granted by the warranting party hereunder will violate any applicable laws or regulations, or the legal rights of any Third Parties, or the terms of any other agreement to which the warranting party is or becomes a party; and (iv) it has and will maintain an adequate system of internal controls and procedures for financial reporting. Each party is separately responsible for ensuring that its performance and grant of rights do not constitute any such violation during the term of this Master Agreement. Each of the foregoing representations and warranties and any other representations and warranties made throughout this Master Agreement will be deemed provided by the parties on the Effective Date hereof and will be continuous in nature throughout the life of this Master Agreement.

1.27.		Specific Performance . COMPANY and EVERTEC agree that if an act or omission of one of the Popular Parties or any of their respective Subsidiaries, on the one hand, or EVERTEC, on the other hand, results in a breach of Section 1.5(h), Section 1.18, Section 2.1(b), Section 2.8, Section 2.9, Section 2.10, Article 5 or Article 6, EVERTEC or the Popular Parties, as applicable, will be irreparably damaged, no adequate remedy at law would exist and damages would be difficult to determine, and that EVERTEC or one of the Popular Parties, as applicable, shall be entitled to an injunction or injunctions to prevent such breach, and to specific performance of the terms of Section 1.5(h), 1.18, Section 2.1(b), Section 2.8, 2.9, Section 2.10, Article 5 or Article 6, as the case may be, in addition to any other remedy at law or equity, without having to post bond or any financial undertaking.

1.28.		Limitation of Actions . No action, regardless of form, arising out of any claimed breach of this Master Agreement or the Services provided hereunder, may be brought by any party more than two (2) years after such party has obtained actual knowledge of the cause of action or after the statute of limitations prescribed by Puerto Rico law, whichever is less.

1.29.		Additional Assurances . The parties covenant and agree that subsequent to the execution and delivery of this Master Agreement and without any additional consideration, each will execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of this Master Agreement.

1.30.		No BPPR Guarantee . The parties acknowledge and agree that notwithstanding anything to the contrary contained in this Master Agreement, BPPR is party to this Master Agreement only to the extent that it receives Services from EVERTEC, and BPPR shall be liable to EVERTEC only for the performance of its (and its Subsidiaries’) duties, obligations and payments under this Master Agreement. BPPR shall not guarantee or otherwise be liable for the performance of any duties, obligations or payments of any of BPPR’s Affiliates (other than BPPR itself and BPPR’s Subsidiaries) or for the performance of any duties, obligations or payments of Popular or Popular’s Subsidiaries arising under this Master Agreement.

1.31.		EVERTEC Change of Control .

EVERTEC Change of Control. Popular and BPPR shall have the right, subject to Section 1.31(c), to terminate this Master Agreement up to 30 days following the later of (i) the occurrence of an EVERTEC Change of Control or (ii) the date on which EVERTEC provides Popular and BPPR written notice that an EVERTEC Change of Control has occurred or is likely to occur (provided that if EVERTEC has not satisfied its obligations

			pursuant to Section 1.31(b) and that Popular or BPPR asserts such failure prior to the expiration of the 30 day period then such 30 day period shall be tolled until EVERTEC satisfies its obligations under Section 1.31(b) and provided further that if an EVERTEC Change of Control occurs, and EVERTEC fails to provide Popular and BPPR written notice thereof within 30 days thereof, then Popular and BPPR shall have an unqualified right to terminate this Agreement), unless (w) the Person or Group of Persons proposing to engage in such proposed EVERTEC Change of Control transaction (the “ Control Acquirer ”) is identified to Popular by EVERTEC at least 30 Business Days prior to such proposed EVERTEC Change of Control; (x) neither the Control Acquirer nor any of its Affiliates is engaged, directly or indirectly, in the banking, securities, insurance or lending business, from which they derive aggregate annual revenues from Puerto Rico in excess of $50 million unless none of them has a physical presence in Puerto Rico that is used to conduct any such business; (y) EVERTEC (or its successor, as applicable) will be Solvent immediately after and giving effect to such proposed EVERTEC Change of Control; and (z) EVERTEC (or its successor, as applicable), after the proposed EVERTEC Change of Control, will be capable of providing the Services at the level of service that is required under this Master Agreement; provided further that if Popular, BPPR or any of their respective Controlled Affiliates votes in favor of the transaction resulting in the EVERTEC Change of Control or Transfers (other than a Transfer in the context of a merger, business combination, reorganization, recapitalization or similar transaction) any equity securities in connection with the transaction resulting in the EVERTEC Change of Control and, in either case, was not compelled to do so as part of a Drag-Along Transaction, a Dragged Asset Sale or other requirement of the Stockholder Agreement or any other Group Agreement with respect to Holdco, EVERTEC or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries, then such termination right shall not apply.

	b)		Cooperation. EVERTEC shall use its reasonable best efforts to cooperate with Popular and BPPR in evaluating whether any proposed EVERTEC Change of Control would be in compliance with the requirements of this Section 1.31 including the ability of Assignee Sub or Asset Acquirer, as applicable, to comply with the terms of this Master Agreement, including, in each case, by providing any non-confidential information regarding the purposes and plans in connection with such proposed EVERTEC Change of Control other than information that would create any potential liability under Legal Requirements, violate any confidentiality obligation, or that reasonably would be expected to result in the waiver of any attorney-client privilege.

	c)		Notice of Objection. If EVERTEC provides at least 30 days written notice to Popular and BPPR prior to an EVERTEC Change of Control, BPPR and/or Popular shall notify EVERTEC in writing within 15 Business Days following receipt of EVERTEC’s notice of the proposed EVERTEC Change of Control of any objection to any proposed EVERTEC Change of Control on the basis that it does not satisfy the criteria set forth in clauses (w) through (z) of Section 1.31(a) (unless EVERTEC has failed to satisfy its obligations pursuant to Section 1.31(b) and Popular or BPPR asserts such failure prior to the expiration of the 15 Business Day objection period, in which case such 15 Business Day objection period shall be tolled until EVERTEC satisfies its obligations pursuant to Section 1.31(b)). If BPPR or Popular fails to timely object to such proposed assignment (taking into account any tolling of the 15 Business day objection period), it shall be deemed to have consented to such proposed EVERTEC Change of Control and waived its right of termination under Section 1.31(a).

ARTICLE TWO – THE SERVICES

2.1

Services .

	a)		EVERTEC will provide to COMPANY, BPPR, and their respective Subsidiaries the Services which are listed in Exhibit B, attached hereto, including the additional descriptions of certain of such Services in the document Application Processing Base Prices Details included as Schedule 1 to Exhibit B .

	b)		Each of COMPANY and BPPR agrees to, and to cause each of its respective Subsidiaries to, receive the Services provided on the date hereof as set forth on Exhibit B (to the extent a Service is provided by EVERTEC to COMPANY, BPPR, or their respective Subsidiaries prior to the date hereof and continuing on the date hereof (except for a Service that relates to a non-recurring, definitive project), such Service shall be added to Exhibit B ), including any change, modification, enhancement or upgrade of such Services in accordance with Sections 2.6 and 2.7 (collectively, the “Exclusive Services” ), on an exclusive basis from EVERTEC. Subject to the terms of this Master Agreement, COMPANY, BPPR, and their respective Subsidiaries shall not, without the prior written consent of EVERTEC, use a Third Party to provide any of the Exclusive Services and COMPANY, BPPR, and their respective Subsidiaries shall not perform any of the Exclusive Services themselves or through their Subsidiaries (other than through EVERTEC); provided , however , that upon a

			Release Event (as such term is defined under the Technology Agreement), COMPANY, BPPR, and their respective Subsidiaries shall have the right, in accordance with the terms of the Technology Agreement, to (i) provide for themselves or (ii) use an Affiliate of COMPANY, BPPR and their respective Subsidiaries or a Third Party to provide, an Exclusive Service or Exclusive Services to which such Release Event relates. Such right of COMPANY, BPPR and their respective Subsidiaries to provide an Exclusive Service or Exclusive Services to themselves or to use an Affiliate or Third Party for the provision of the applicable Exclusive Service or Exclusive Services shall immediately cease upon (i) EVERTEC properly exercising its Clawback Right (as that term is defined in the Technology Agreement) or (ii) the rendering of a arbitral decision in accordance with Section 9.1 of the Technology Agreement pursuant to which it is determined that a Release Event did not occur.

	c)		If EVERTEC and the Popular Parties, or any of their respective Subsidiaries, agree from time to time upon terms and prices for certain Services, then EVERTEC, on the one hand, and the Popular Parties or any of their appropriate respective Subsidiaries, on the other hand, will execute a separate addendum (each a “Service Addendum” ) setting forth the mutually agreed upon terms and prices for such Services. Each such Service Addendum will be incorporated and, to the extent not incompatible, will be subject to the terms and conditions of this Master Agreement. Nothing herein will be interpreted as imposing an obligation upon EVERTEC to develop new Services, or upon COMPANY, BPPR, or any of their respective Subsidiaries to acquire any additional Services from EVERTEC. The parties agree that regardless if a Service is set forth in a Service Addendum or not, the pricing relative to any and all Services will be set forth in Exhibit B , which will serve as a master list of the Services and corresponding pricing. The parties agree that Exhibit B will be reviewed and updated on an ongoing basis following the Effective Date hereof. Any changes to Exhibit B shall be agreed to by both parties by executing an amended and restated Exhibit B clearly denoting the date any such changes become effective; provided that EVERTEC may amend Exhibit B upon notice to, but without the consent of, the Popular Parties in order to reflect the price adjustments provided in Section 3.1(b), or any change, modification, enhancement or upgrade of the Services permitted pursuant to Section 2.1(b), but for the avoidance of doubt subject to the consent requirements of Sections 2.6 and 2.7.

	d)		The Service Addenda set forth in Schedule 2 to Exhibit B are hereby incorporated into this Master Agreement by this reference.

	e)		Each Statement of Work ( “SOW” ) pursuant to which EVERTEC provides Services(s) to COMPANY, BPPR and/or their respective Subsidiaries as of the date hereof (except for any SOW that relates to a non-recurring definitive project) is set forth in Schedule 3 to Exhibit B and is hereby incorporated into this Master Agreement.

	f)		Each SOW to be entered into after the date of this Master Agreement, pursuant to which EVERTEC shall provide Services(s) to COMPANY, BPPR and/or their respective Subsidiaries after the date hereof shall be set forth in Schedule 4 to Exhibit B and shall be incorporated into this Master Agreement.

	g)		Notwithstanding anything to the contrary herein, COMPANY, BPPR, and their respective Subsidiaries shall not be obligated (i) to receive any service or product from EVERTEC that is not an Exclusive Service, or (ii) to grant a Right of First Refusal with respect to any service or product, that is outside the scope of the business of EVERTEC.

2.2		Service Personnel . EVERTEC agrees that it will use its Best Efforts to assign qualified, adequately trained, and efficient professionals and personnel who will use their Best Efforts to discharge their obligations under this Master Agreement in an efficient and timely manner and to exercise reasonable care in performing the Services subject to the terms and conditions of each Service.

2.3		Service Level Agreement . The Services will be rendered in a commercially reasonable manner, in accordance with the performance standards and service levels applicable to the Service in question, generally accepted industry practices and procedures used in performing services of a like-kind to the Services but no less than with the same degree of care and diligence practiced prior to the date hereof (the “ Service Levels ”). Unless agreed to otherwise in writing by the parties, all Service Levels will be subject to the general terms and conditions of the Service Level Agreement attached hereto as Exhibit C (together with Schedule 1 to Exhibit C , the “Service Level Agreement” ), which was entered into under, and incorporated into, the 2010 MSA and is further incorporated into this Master Agreement by reference. Furthermore, the parties agree that EVERTEC’s performance levels and procedures for Services for which no Service Level or procedures have been expressly defined shall be no less than the performance levels and procedures prior to the date hereof or, to the extent any such Services have not been provided to COMPANY, BPPR, and their respective Subsidiaries prior to the date hereof, such Services shall be

		provided at Service Levels that are at least consistent with then prevailing industry standards or as mutually agreed to by the parties. The parties agree that regardless if a Service is set forth in a Service Addendum or not, if the Service is subject to Service Levels, such Service Levels will be set forth in Schedule 1 of the Service Level Agreement which will serve as a master list of all Service Levels applicable to the Services COMPANY, BPPR, and their respective Subsidiaries receive hereunder. The parties agree that Schedule 1 will be reviewed and updated on an ongoing basis following the Effective Date hereof. Any changes to the Service Levels set forth in Schedule 1 shall be agreed to by the parties by executing an amended and restated Schedule 1 clearly denoting the date any such changes become effective. The parties agree that they shall negotiate in good faith with respect to any disputes arising from the updating of Schedule 1 .

2.4		Reports and Errors .

	a)		COMPANY and BPPR will be responsible for reviewing and reconciling, the reports, statements, files, and any notice, correspondence or communication (collectively, the “Reports” ) it or its Subsidiaries receives from EVERTEC and each of Company and BPPR agrees to exercise Best Efforts to do so in a commercially reasonable time period taking into account any deadlines imposed by any Legal Requirements.

	b)		Each of COMPANY and BPPR shall exercise Best Efforts to detect and report errors and/or discrepancies ( “Errors” ) in the Reports received from EVERTEC within a commercially reasonable time period taking into account any deadlines imposed by any Legal Requirements.

	c)		The notice given by COMPANY or BPPR to EVERTEC shall specify and describe the Errors detected by COMPANY or BPPR, as the case may be, and the parties shall use their respective Best Efforts and cooperate with each other to obtain and/or provide to each other any available information that may be necessary, relevant and/or useful to identify the cause of any Errors and correct and resolve such Errors.

	d)		EVERTEC shall exercise Best Efforts to correct, resolve and/or reprocess the Errors reported to EVERTEC by COMPANY or BPPR within a commercially reasonable time period.

	e)		Any party may require that any controversy related to or arising under the provisions of this Section 2.4 be processed as a “Dispute” pursuant to Section 1.15, but in such case the Dispute shall be immediately addressed by each party’s Representative negotiating in good faith without having to comply with the Dispute Notice and time periods set forth in Section 1.15.

2.5

Specifications for Services .

	a)		Based on COMPANY’s and BPPR’s instructions, EVERTEC will establish the processing parameter settings, features and options (collectively, the “Specifications” ) for the Services that will apply to COMPANY, BPPR, and their respective Subsidiaries (including all control and verification mechanisms utilized in each processing function related to the Services).

	b)		The parties agree that unless otherwise agreed to in writing by the parties, the Specifications will be derived from or in compliance with the respective terms and conditions established or documented by the parties using means such as, but not limited to: (i) electronic systems used to register service requests; (ii) operational manuals of COMPANY, BPPR, or their respective Subsidiaries provided to EVERTEC; (iii) SOWs; (iv) service standard forms provided by COMPANY, BPPR and/or a Client to EVERTEC; and (v) any other written instructions that may be provided by COMPANY or BPPR to EVERTEC from time to time; provided, that in the event any Specification is documented by the parties pursuant to clauses (i) – (v) in this Section 2.5 and such Specification relates to a recurring Service (as opposed to a definitive project), Exhibit B shall be amended to include such Specification and the corresponding fee agreed to by the parties.

	c)		COMPANY will certify and approve all Specifications and modifications thereof before their activation in the production environment. EVERTEC will perform system processing and provide the Services in accordance with the Specifications.

	d)		COMPANY will ensure that, throughout the Term of this Master Agreement, all communications networks and devices used by it in receiving the Services under this Master Agreement, including the Internet and any virtual private network, will conform to the Specifications as are agreed to by the parties from time to time.

	e)		Should the Specifications call for the use of software owned by or under license to EVERTEC, or should EVERTEC be required to procure hardware, software or other items in order to perform the Services in

accordance with the Specifications, (i) COMPANY, BPPR, or one of their respective Subsidiaries may subscribe to a separate license agreement for such software; and/or (ii) EVERTEC will pass through and assign to COMPANY, BPPR, or one of their respective Subsidiaries all warranties provided by the manufacturer(s) and/or licensor(s) of such items; provided, however that all disclaimers and/or limitations of liabilities relating to such software, hardware or other items will be deemed extended to include EVERTEC.

2.6

Modifications to Services .

	a)		Subject to Section 8.2, EVERTEC reserves the right to change, modify, enhance or upgrade the manner in which it renders the Services, at any time, provided, however, that any change, modification, enhancement or upgrade does not adversely affect the functionality of the Services, the fees for such Service and/or the agreed upon Service Levels, as applicable, and provided that (i) EVERTEC provides written notice of such modification to COMPANY and BPPR at least forty-five (45) days prior to implementation of any such change, modification, enhancement or upgrade, (ii) such notice describes in reasonable detail the change, modification, enhancement or upgrade to be made by such modification and EVERTEC promptly answers any reasonable inquiries of COMPANY, BPPR, or one of their respective Subsidiaries regarding such change, modification, enhancement or upgrade and (iii) neither COMPANY nor BPPR delivers a written notice to EVERTEC prior to such implementation that it reasonably believes that such change, modification, enhancement or upgrade would be likely to adversely affect its or one of its Subsidiaries’ compliance with applicable Legal Requirements.

	b)		Any change, modification, enhancement or upgrade requested or required by COMPANY or BPPR that is not a Mandatory Enhancement or a Supplemental Mandatory Enhancement (a “Requested Enhancement” ) will require written notice to EVERTEC. Upon receipt of such notice, EVERTEC will exercise Best Efforts to prepare and present to COMPANY or BPPR as soon as possible, a written estimate of the costs for the Requested Enhancement and any adjustment in fees that may be necessary as a result thereof. EVERTEC’s Best Efforts will take into consideration the business needs of COMPANY, BPPR, and their respective Subsidiaries and any timeframes for implementation related thereto. The parties will have a period of thirty (30) days following the receipt of the estimate to negotiate in good faith any costs and/or price adjustments. Should the parties be unable to arrive at mutually agreed upon costs and/or price adjustments within such thirty (30) day time period, the changes will not be developed by EVERTEC and this Master Agreement will continue in full force in effect under the then current terms and conditions; provided, however, notwithstanding anything to the contrary contained in this Master Agreement, COMPANY, BPPR, and their respective Subsidiaries may, subject to the terms and conditions of the Technology Agreement, have such changes developed by another contractor of COMPANY, BPPR, or one of their respective Subsidiaries. In cooperation with such contractor, EVERTEC will implement the developed changes into the Services.

2.7

Mandatory Enhancements .

	a)		Subject to Section 8.2, EVERTEC will provide change, modification, enhancement or upgrade to certain Services to ensure that those Services permit COMPANY, BPPR, or their respective Subsidiaries to comply with mandatory changes in COMPANY’s, BPPR’s, or their respective Subsidiaries’ Legal Requirements (the “ Mandatory Enhancements ”).

	b)		EVERTEC shall consult with COMPANY and BPPR, as well as other EVERTEC customers affected by the relevant Mandatory Enhancement, regarding the interpretation of the relevant Legal Requirements as well as the strategy for implementation of the Mandatory Enhancement. Ultimately, the design and implementation of the Mandatory Enhancement shall be based on EVERTEC’s reasonable interpretation of the relevant Legal Requirement and its understanding of the Services affected thereby.

	c)		EVERTEC may charge COMPANY or BPPR at the time and material rates set forth in Exhibit B , as applicable, for development hours expended on Mandatory Enhancements for COMPANY, BPPR, or any of their respective Subsidiaries on a prorated basis. The costs will be proportionately allocated among EVERTEC’s affected customers. Any such charges shall be disclosed to COMPANY and BPPR as soon as reasonably possible following the consultations described in Section 2.7(b), including a description of how they are to be calculated and allocated among COMPANY, BPPR, and their appropriate respective Subsidiaries, on the one hand, and EVERTEC’s other affected customers, on the other. If COMPANY or BPPR can reasonably demonstrate that it or its applicable Subsidiary is not subject to the Legal Requirement that is the subject of a given Mandatory Enhancement, COMPANY, BPPR, and their appropriate respective Subsidiaries shall not be charged any development fees for such enhancement.

In the event that COMPANY, BPPR or any of their respective Subsidiaries requests other changes, modifications, enhancements or upgrades to the Services that are different from or in addition to, but requested in connection with, Mandatory Enhancements (the “ Supplemental Mandatory Enhancements ”), then, provided EVERTEC agrees to make such changes, modifications, enhancements or upgrades (which agreement shall not be unreasonably withheld), COMPANY, BPPR or any of their Subsidiaries that request a Supplemental Mandatory Enhancement, shall be charged a development fee at the time and material rates specified in Exhibit B , as applicable. EVERTEC may charge COMPANY, BPPR or any of their Subsidiaries that request a Supplemental Mandatory Enhancement, an ongoing usage fee for any new Service resulting from (i) Mandatory Enhancements to the extent charged its other customers, or (ii) Supplemental Mandatory Enhancements.

2.8

Non-Circumvention Covenants .

EVERTEC agrees that it shall not directly initiate or procure any negotiations or contacts with any Client that are designed or intended to:

	(i)		induce, cause, or propose to any Client to terminate any of the accounts and/or any other business relationships such Client may have with COMPANY, BPPR, or any of their respective Subsidiaries (including but not limited to accounts or relationships for which COMPANY, BPPR, or their respective Subsidiaries shall have engaged EVERTEC to provide any of the Services); or

	(ii)		induce, cause, or propose to any Client to seek to transfer such accounts and/or business relationships from COMPANY, BPPR, or their respective Subsidiaries to another Person.

The Popular Parties agree that they shall not, nor cause any of their respective Subsidiaries to, directly initiate or procure any negotiations or contacts with any of EVERTEC’s clients or service providers that are designed or intended to:

	(i)		induce, cause, or propose to any such client or service provider to (A) terminate any of the accounts and/or any other business relationships such client may have directly with EVERTEC, as applicable or (B) modify the terms of such client’s or service provider’s agreement(s) with EVERTEC in a manner that is adverse to EVERTEC, or

	(ii)		induce, cause, or propose to any such client or service provider of EVERTEC to (A) reduce or curtail the amount or type of services or goods that EVERTEC provides, sells or receives from or to such client or service provider, (B) reduce the amount of business with, prices paid to, or revenue from, a client, (C) increase the prices paid by a service provider or (D) seek to transfer such accounts and/or business relationships from EVERTEC to another Person;

provided, that the mere fact that COMPANY, BPPR, or one of their respective Subsidiaries shall have engaged EVERTEC to provide any of the Services to its Clients will not cause such Clients to be considered “clients” or “accounts” and/or “business relationships” of EVERTEC for purposes of this Section.

Nothing in this Section 2.8 shall be interpreted to preclude or prevent either party from (i) distributing marketing materials on its products and services to the general public; or (ii) responding to requests for products and services from the other party’s respective clients or other Persons, but, in the case of EVERTEC, subject to the limitations imposed under Section 2.9(a). In addition, nothing in paragraphs (a) or (b) of this Section shall be interpreted to preclude or prevent EVERTEC from entering into any agreement with a Person in the same industry or a similar industry which offers similar products or services as COMPANY (a “Competitor” ) pursuant to which such Competitor will provide to its clients any one or more services similar to the Services; provided, however, that EVERTEC in its dealings with such Competitor shall at all times comply with its confidentiality obligations under this Master Agreement. Nothing in this Section 2.8 shall be deemed to apply to services of the type provided pursuant to the Independent Sales Organization Sponsorship and Services Agreement between BPPR and EVERTEC or services of the type typically provided by Independent Sales Organizations to merchants.

2.9

Non-Compete Covenants .

Notwithstanding the provisions of Section 2.8 EVERTEC agrees that, without Popular’s, or its relevant Subsidiary’s, prior written consent, it shall not offer, provide or market any of the Restricted Payment

			Processing Services (as defined below) to any of the Strategic Clients (as defined below). Furthermore, the parties agree that they shall cooperate with each other to provide, offer and market the Restricted Payment Processing Services to Strategic Clients. In the event COMPANY, BPPR, and all of their respective Subsidiaries cease to offer any service included in the definition of “Restricted Payment Processing Services” to any of its Clients, such service shall no longer be included in the list of Restricted Payment Processing Services and EVERTEC shall be permitted to offer such service without any restriction.

	b)		For purposes of this Section:

“Restricted Payment Processing Services” means the payment processing services that are currently being offered by COMPANY, BPPR, or one of their respective Subsidiaries to Clients, and that are listed below.

	(i)		Multi Merchant Pay

	(ii)		Call Center Pay

	(iii)		Kiosk

	(iv)		Check-Out Payment

	(v)		PER/PER WEB

	(vi)		Lockbox Retail/Wholesale

	(vii)		Telepago Online

	(viii)		IVRU

“Strategic Clients” means the Clients listed in Exhibit D to this Master Agreement, which shall be subject to the provisions of this Section so long as such Clients maintain an account and/or business relationship with COMPANY, BPPR, or one of their respective Subsidiaries. Exhibit D may be amended only with the prior written consent of Popular and EVERTEC.

2.10

Right of First Refusal .

For purposes of this Section the following terms shall have the corresponding meanings:

	1.		“COMPANY New Service” means a new service or product created or developed independently by COMPANY, BPPR, or one of their respective Subsidiaries.

	2.		“Development Project” means the implementation of any development, maintenance, enhancement, modification or other technology projects related to the Services.

	3.		“EVERTEC New Service” means a new service or product created or developed by EVERTEC internally or by a Third Party unless such service or development is created by, or at the specific request of an EVERTEC client other than COMPANY, BPPR, or one of their respective Subsidiaries.

	4.		“Exercise Notice” means notification by Grantee to Grantor of its desire to exercise its Right of First Refusal for a Special Service Project.

	5.		“Grantor” means the party granting the Right of First Refusal.

	6.		“Grantee” means the party receiving the Right of First Refusal.

	7.		“Notice of Intent” means notification by Grantor to Grantee of its intent to implement a Special Service Project.

	8.		“Option Period” means the period of thirty (30) days following receipt of the Notice of Intent, during which Grantee must deliver its Exercise Notice to Grantor.

	9.		“Outsourced Processing Service” means the services provided under the Outsourced Processing Contracts.

	10.		“Right of First Refusal” means the right of the Grantee to be given an opportunity before any other Person to accept or reject an offer.

	11.		“Special Service Project” means collectively and individually, Development Projects, COMPANY New Services, EVERTEC New Services and Outsourced Processing Service.

Each of EVERTEC, on the one hand, and the Popular Parties and their respective Subsidiaries, on the other hand, shall grant to EVERTEC or the Popular Parties, as applicable, a Right of First Refusal under the following circumstances:

	1.		Should COMPANY, BPPR, or one of their respective Subsidiaries intend to (i) implement any Development Project, or (ii) create or offer a COMPANY New Service; or

	2.		Subject to Section 2.1(e), should EVERTEC intend to create or offer an EVERTEC New Service.

	3.		Should COMPANY, BPPR, or one of their respective Subsidiaries intend to extend or renew any of the Outsourced Processing Contracts or enter into a new agreement to provide any portion of the Outsourced Processing Services.

	c)		Upon occurrence of any one of the circumstances listed in paragraph (b), Grantor will send Grantee a Notice of Intent.

	d)		If Grantee determines it will exercise its Right of First Refusal, Grantee must send Grantor its Exercise Notice within the Option Period.

	e)		Upon Grantor’s receipt of Grantee’s Exercise Notice, the parties will immediately commence good faith negotiations to enter into a definitive agreement for the Special Service Project to be incorporated hereunder as a Service Addendum stating the mutually agreed upon terms and prices for such Services.

	f)		Grantor will be entitled to negotiate the Special Service Project with a Third Party and Grantee’s Right of First Refusal will be deemed terminated should one of the following circumstances occur:

	1.		Grantee notifies Grantor that it will not exercise its Right of First Refusal;

	2.		Grantee fails to exercise its Right of First Refusal within the Option Period;

	3.		The parties are unable to reach an agreement by the fiftieth (50 ^th ) day following the date of the Exercise Notice; provided, however, that in such case, the terms and conditions for the Special Service Project as offered by or to a Third Party must be as favorable or better to the Grantee than those proposed during the negotiations between the parties; or

	4.		This Master Agreement is terminated in accordance with Article Nine herein.

	g)		In the event that EVERTEC decides not to exercise its Right of First Refusal within the Option Period and COMPANY, BPPR, or one of their respective Subsidiaries contracts the Development Project or COMPANY New Service to a Third Party, COMPANY and BPPR acknowledge and agree that EVERTEC will not be liable for any errors to or impact on the Services as a result of the work performed by such Third Party and will have no obligation under this Master Agreement to correct such errors or impact, unless otherwise agreed to by the parties.

	h)		In furtherance of Section 2.10(b)(3), within a sufficient period of time before the expiration of any of the Outsourced Processing Contracts, COMPANY, BPPR, and their appropriate respective Subsidiaries shall provide EVERTEC and its Representatives with access to COMPANY, BPPR, and/or their appropriate respective Subsidiaries’ personnel, documents and Company Data related to such Outsourced Processing Contracts, in each case to the extent permitted under and subject to Legal Requirements and contracts with Third Parties and as is reasonably necessary for EVERTEC to evaluate the Outsourced Processing Services and make a bona fide proposal to offer the Outsourced Processing Services.

2.11

Equipment .

EVERTEC will retain all right, title or interest in any EVERTEC equipment supplied to COMPANY, BPPR, or

			any of their respective Subsidiaries as part of the Services ( “EVERTEC Equipment” ), and no ownership rights in such EVERTEC Equipment will transfer to COMPANY, BPPR, or any of their respective Subsidiaries. COMPANY, BPPR, and their respective Subsidiaries will, as applicable, provide a suitable and secure environment, free from environmental hazards, and electric power for such EVERTEC Equipment located in premises operated or controlled by COMPANY, BPPR, or one of their respective Subsidiaries, and will keep the EVERTEC Equipment free from all liens, charges, and encumbrances. COMPANY, BPPR, and their respective Subsidiaries, as applicable, will bear the risk of loss of or damage to EVERTEC Equipment (ordinary wear and tear excepted) from any cause except to the extent caused by EVERTEC or its suppliers. COMPANY, BPPR, and their respective Subsidiaries agree that they will not remove, relocate, modify, or interfere with EVERTEC Equipment, or attach EVERTEC Equipment to non-EVERTEC equipment without prior written authorization from EVERTEC.

	b)		Title to and risk of loss of any equipment purchased from EVERTEC will pass to COMPANY, BPPR, or their respective Subsidiaries as of delivery, upon which date EVERTEC will have no further obligations of any kind with respect to such purchased equipment, except as set forth in a document executed by the appropriate parties.

	c)		All ownership or leasehold interest in a party’s facilities, and associated equipment used in connection with the Services, will at all times remain with that party. If any equipment of COMPANY, BPPR, or any of their respective Subsidiaries ( “COMPANY Equipment” ) is used to provide the Services, COMPANY, BPPR, or their appropriate respective Subsidiaries, will grant EVERTEC a non-transferable and non-exclusive license to use such COMPANY Equipment in the manner necessary to provide the Services, except as otherwise may be provided in writing.

2.12

Import/Export Control .

The parties acknowledge that equipment, products, Software, and technical information (including, but not limited to, technical assistance and training) provided under this Master Agreement may be subject to import or export laws, conventions or regulations, and any use or transfer of the equipment, products, software, and technical information must be in compliance with all such laws, conventions and regulations. The parties will not use, distribute, transfer, or transmit the equipment, products, software, or technical information (even if incorporated into other products) except in compliance with such laws, conventions and regulations. If requested by either party, the other party agrees to sign written assurances and other documents as may be required to comply with such laws, conventions and regulations.

In the event any necessary import or export license cannot be obtained within six (6) months after making an application, no party will have further obligations with respect to providing or purchasing and, if applicable, COMPANY, BPPR, or one of their respective Subsidiaries will return the equipment, products, software, or technical information that is the subject matter of the unsuccessful application.

2.13

Business Continuity/Disaster Recovery Plan and Disaster Recovery Services Addendum . Each party acknowledges that it is responsible for maintaining in effect at all times an appropriate Business Continuity/Disaster Recovery Plan (the “Plan” ). EVERTEC warrants that its Plan addresses the continuation of the services it provides to its clients as specified therein, if an Event threatens to impair or disrupt EVERTEC’s delivery of such services. Furthermore, the parties agree that:

	a)		Throughout the Term of this Master Agreement, EVERTEC will maintain its Plan in compliance with applicable Legal Requirements.

	b)		EVERTEC agrees to exercise Best Efforts to resume the Affected Services (as that term is defined in the Disaster Recovery Services Addendum) within the Recovery Time Objectives established in the Disaster Recovery Services Addendum.

	c)		Upon COMPANY’s or BPPR’s reasonable request, EVERTEC shall make available to COMPANY and/or BPPR, for the purpose of responding to questions concerning the Plan and the Disaster Recovery Service Addendum, one or more representatives who are knowledgeable about such Plan and Disaster Recovery Service Addendum, the manner in which it is tested and the manner in which it would be implemented upon the occurrence of an Event.

	d)		EVERTEC shall cooperate with COMPANY, BPPR and their respective Subsidiaries on any regulatory review of the Plan and/or the Disaster Recovery Services Addendum. In the event COMPANY or BPPR determines

that Legal Requirements necessitate additional disaster recovery services and/or modifications to the existing Plan and/or Disaster Recovery Services Addendum, (1) EVERTEC agrees to cooperate with COMPANY, BPPR and their respective Subsidiaries to resolve any issues raised by COMPANY, BPPR or one of their respective Subsidiaries and/or in assuring that the Plan and the Disaster Recovery Services Addendum complies with the Legal Requirements and (2) COMPANY, BPPR, or one of their respective Subsidiaries shall be charged a development fee at the time and material rates specified in Exhibit B , as applicable and EVERTEC may charge COMPANY, BPPR, or one of their respective Subsidiaries an ongoing usage fee for any new Service that result from the modifications requested in accordance with this Section 2.13.

ARTICLE THREE – PAYMENT FOR SERVICES

3.1

Fees .

In consideration for EVERTEC providing COMPANY, BPPR, and their respective Subsidiaries the Services, each of COMPANY and BPPR agrees to pay, or cause one of its respective Subsidiaries to pay, EVERTEC the corresponding fees set forth in Exhibit B , subject to adjustment as set forth in Section 3.1(b). The parties agree that regardless if a Service is set forth in a Service Addendum or not, the pricing relative to any and all Services will be set forth in Exhibit B , which will serve as a master list of the Services and corresponding pricing. The parties agree that Exhibit B will be reviewed and updated on an ongoing basis following the Effective Date hereof. Any changes to the fees set forth in Exhibit B (other than the adjustments described in Section 3.1(b)) shall be agreed to by both parties by executing an amended and restated Exhibit B clearly denoting the date any such changes become effective.

From and after the second anniversary of the date hereof, the fees set forth in Exhibit B shall be adjusted annually on each yearly anniversary date of this Master Agreement for changes in the CPI after the date hereof; provided that any adjustment shall not exceed 5% per annum.

3.2		Terms of Payment . EVERTEC will send an invoice directly to COMPANY, on or before the fifteenth (15 ^th ) day of the month following the month in which the Services are rendered, reflecting the fees and other charges to COMPANY, BPPR, and their respective Subsidiaries for the preceding month. COMPANY, BPPR, or one of their respective Subsidiaries, as applicable, will pay to EVERTEC all undisputed amounts due under this Master Agreement within thirty (30) days from the date of receipt of the invoice, unless otherwise agreed to by the parties for a particular Service in writing. Any undisputed amount due under this Master Agreement that is not paid when due will thereafter bear interest at an annual rate of interest equal to one and a half percent (1.5%), but in no event shall exceed the maximum rate of interest allowed under any Legal Requirement. COMPANY and BPPR agree that, if any properly submitted invoice remains unpaid and undisputed for a period exceeding sixty (60) days, EVERTEC may (i) refuse to provide the Services until such time as all past due amounts are paid in full or (ii) terminate this Master Agreement in accordance with and subject to Section 9.2(a)(2).

3.3		Services Rendered during Legal Holidays . Unless agreed to otherwise in writing, upon request of COMPANY or BPPR, and provided EVERTEC has available resources to comply therewith, EVERTEC will provide the Services to COMPANY, BPPR, and their respective Subsidiaries during Legal Holidays for the fees set forth in Exhibit B or the corresponding Service Addendum, as applicable.

3.4		Additional Services . Any additional services performed by EVERTEC at COMPANY, BPPR, or one of their respective Subsidiaries’ request (or as required by COMPANY, BPPR, or one of their respective Subsidiaries’ act or failure to act under this Master Agreement) over and above the Services listed in Exhibit B of this Master Agreement will be billed at EVERTEC’s standard rates then in effect and disclosed to COMPANY, BPPR, and their respective Subsidiaries for computer and personnel time, equipment, supplies, out-of-pocket costs, and other items and expenses incurred in performing such additional services or as may otherwise be set forth in writing.

3.5		Out-of-pocket and Third Party Expenses . With COMPANY’S or BPPR’s prior written approval, additional costs related to delivery and/or collection, telecommunications (other than the telecommunication installation and maintenance services set forth in Exhibit B ) or other incidental services, as well as, necessary and reasonable services to be provided through EVERTEC by Third Parties, for COMPANY, BPPR, or one of their respective Subsidiaries’ benefit, incurred during the term of this Master Agreement and that are not contemplated in any of the established fees, costs, charges, will be paid by COMPANY, BPPR, or one of their respective Subsidiaries, as applicable, when invoices and related documents are duly presented. All such out-of-pocket or Third Party charges and administration costs related to the Services will be billed by EVERTEC to COMPANY, BPPR, or one of their respective Subsidiaries at an amount equal to cost; provided that to the extent COMPANY, BPPR, or one of their

		respective Subsidiaries sets forth any limitations on such charges and costs, COMPANY, BPPR, and their respective Subsidiaries shall not be billed for amounts in excess of such limitations.

3.6		Review of Fees . It is the intent of the parties that the fees charged by EVERTEC to any Banking Affiliate shall be in compliance with applicable Legal Requirements. The fees to be charged by EVERTEC to a Banking Affiliate under this Master Agreement shall be subject to a periodic review by the parties in order to ensure that such fees represent and remain at levels consistent with the market terms that such Banking Affiliate would pay to an independent Third Party for providing similar services. When performing such review, the parties will pay particular attention to any available information on comparable market terms for similar services, and will evaluate and take into consideration the contracting terms and the performance of the Services by EVERTEC under this Master Agreement.

3.7		Taxes . The fees and charges paid by COMPANY, BPPR, and their respective Subsidiaries under this Master Agreement will be inclusive of any applicable sales, use, personal property, excise, services or other taxes in existence as of the Effective Date. Each party will bear its corresponding taxes or contributions related to this Master Agreement, which may, but not be limited to, municipal, Commonwealth or federal taxes, as applicable.

3.8		Disputed Charges; Requests for Information .

	a)		Each of COMPANY, BPPR, and their respective Subsidiaries may withhold payment of specific charges within a given invoice that it in good faith disputes or for which it may require additional information from EVERTEC to verify the amounts being charged, provided that COMPANY, BPPR, or such Subsidiary delivers to EVERTEC a written statement on or before the date in which such payment is due, describing in reasonable detail (i) the specific charge or charges being disputed and the basis of the dispute, (ii) if applicable, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) the amount being withheld.

	b)		A charge will be deemed “undisputed” if COMPANY, BPPR, and their respective Subsidiaries do not deliver the aforementioned written statement within the time period provided in this section.

	c)		Notwithstanding the foregoing, the parties will have the right to review invoices generated hereunder and claim any under charged or over paid amounts. The parties shall make any such claims within one hundred and twenty (120) days following the date of the invoice.

	d)		Any Dispute related to the charges or fees payable under this Master Agreement, if not settled by the parties, shall be resolved in accordance with Section 1.15 hereof.

	3.9		Supporting Documentation . EVERTEC will maintain supporting documentation for the amounts billable to, and payments made by, COMPANY, BPPR, and their respective Subsidiaries hereunder in accordance with its practices prior to the Effective Date and applicable record retention requirements. EVERTEC agrees to provide COMPANY, BPPR, and their respective Subsidiaries with such supporting documentation with respect to each invoice as may be reasonably requested by COMPANY, BPPR, and their respective Subsidiaries and with the level of detail required by COMPANY, BPPR, and their respective Subsidiaries from time to time.

	3.10		No Right to Set-Off . COMPANY, BPPR, and their respective Subsidiaries shall pay to EVERTEC the full amount of undisputed charges and any disputed charges that are resolved in favor of EVERTEC and other amounts required to be paid by COMPANY, BPPR, and their respective Subsidiaries under this Master Agreement and COMPANY, BPPR, and their respective Subsidiaries shall not set-off, counterclaim or otherwise withhold any amount owed or claimed to be owed to EVERTEC under this Master Agreement on account of any obligation owed by EVERTEC or any of its Subsidiaries, whether or not such obligation has been finally adjudicated, settled or otherwise agreed upon in writing.

ARTICLE FOUR – DISCLAIMER OF WARRANTIES & LIMITED LIABILITY

4.1

DISCLAIMER OF WARRANTIES . EXCEPT AS EXPLICITLY PROVIDED IN THIS MASTER AGREEMENT, THE SERVICES AND ANY EQUIPMENT PROVIDED UNDER THIS MASTER AGREEMENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS. IN ADDITION, THE PARTIES ACKNOWLEDGE THAT GIVEN THE SERVICES (INCLUDING ANY EQUIPMENT) MAY DEPEND TO SOME EXTENT ON COMPANY, BPPR, AND THEIR RESPECTIVE SUBSIDIARIES’ OWN COMPUTER SYSTEMS, EVERTEC DOES NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION,

		MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FURTHERMORE, EVERTEC DOES NOT MAKE ANY WARRANTIES OF ANY KIND, EXCEPT THOSE MADE IN THIS MASTER AGREEMENT, A SERVICE ADDENDUM OR EXHIBIT C, WITH RESPECT TO LOSS OR CORRUPTION OF DATA, LOSS OR DAMAGE TO EQUIPMENT AND/OR SOFTWARE, SYSTEM RESPONSE TIMES, TELECOMMUNICATION LINES OR OTHER COMMUNICATION DEVICES, QUALITY, AVAILABILITY, RELIABILITY, SECURITY ACCESS DELAYS OR ACCESS INTERRUPTIONS, NOR COMPUTER VIRUSES, BUGS OR ERRORS. EVERTEC DOES NOT MAKE ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE OR AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES AND EVERTEC ASSUMES NO RESPONSIBILITY OR LIABILITY IF TELECOMMUNICATION CARRIERS ARE NOT AVAILABLE AT ANY GIVEN TIME. EVERTEC, ITS AFFILIATES, AND THEIR RESPECTIVE REPRESENTATIVES ARE NOT LIABLE, AND EXPRESSLY DISCLAIM ANY LIABILITY FOR THE CONTENT OF ANY DATA OF COMPANY, BPPR, AND THEIR RESPECTIVE SUBSIDIARIES THAT IS TRANSFERRED EITHER TO OR FROM COMPANY, BPPR, AND THEIR RESPECTIVE SUBSIDIARIES OR STORED BY COMPANY, BPPR, AND THEIR RESPECTIVE SUBSIDIARIES VIA THE SERVICES PROVIDED BY EVERTEC. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY EVERTEC REPRESENTATIVES WILL CREATE A WARRANTY; NOR MAY COMPANY, BPPR, AND THEIR RESPECTIVE SUBSIDIARIES RELY ON ANY SUCH INFORMATION OR ADVICE.

4.2		Reliance on COMPANY Provided Data . In performing the Services, EVERTEC will be entitled to rely upon the data, information, instructions, or Specifications provided by COMPANY, BPPR, and their respective Subsidiaries and, therefore, will not be liable to COMPANY, BPPR, and their respective Subsidiaries in the same accord as set forth herein as a limitation of liability, should EVERTEC perform in accordance with such data, information or instructions received from COMPANY, BPPR, and their respective Subsidiaries. If any error results from incorrect input supplied by COMPANY, BPPR, and their respective Subsidiaries, COMPANY, BPPR, and their appropriate respective Subsidiaries will be responsible for discovering and reporting such error and supplying the data necessary to correct such error to EVERTEC, in which case, EVERTEC will exercise Best Efforts to correct the error at COMPANY, BPPR, and their appropriate respective Subsidiaries’ sole expense.

4.3		Force Majeure . EVERTEC will not be liable for any Loss, damage, non-performance, default, or delay under this Master Agreement caused by or due to Force Majeure . In such event, EVERTEC’s obligation will be limited to using commercially reasonable efforts to reinstate the Services within a reasonable period of time once the unforeseen event has been rectified. Except as otherwise provided for herein, EVERTEC’s time for performance or cure hereunder will be extended for a period equal to the duration of the cause.

4.4		Systems and/or Services Not Provided by EVERTEC . To the extent COMPANY, BPPR, or their respective Subsidiaries perform any services themselves or use their own software, hardware, communications devices, Internet services, e-mail systems or other systems or, in the alternative, retain Third Parties to provide such services and systems, the parties acknowledge and agree that terms of this Master Agreement will not be deemed to impose on EVERTEC any obligation to obtain from owners of such systems any licenses or agreements that are necessary in order for EVERTEC to interface the Services with such systems. Nor will EVERTEC have any responsibility or liability in connection with such services or systems not provided by EVERTEC. COMPANY, BPPR, or their respective Subsidiaries will be solely responsible for the installation, operation, maintenance, use, and compatibility of such systems and services. In the event that such systems or services impair COMPANY, BPPR, and their respective Subsidiaries’ use of any Services: (a) COMPANY, BPPR, and their respective Subsidiaries will nonetheless be liable for payment for all Services provided by EVERTEC, and (b) any Specifications generally applicable to the Services will not apply.

4.5		LIMITATION OF LIABILITY .

EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EVERTEC AND ITS SUBSIDIARIES SHALL NOT BE LIABLE TO COMPANY, BPPR OR ANY OF THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS MASTER AGREEMENT FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES OR LOSSES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR ANTICIPATED PROFITS, ROYALTIES, LOST DATA, COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE, EQUIPMENT OR SERVICES, OR ANY OTHER BUSINESS OR OTHER ECONOMIC LOSS ARISING FROM OR RELATED TO ANY EQUIPMENT OR SOFTWARE NOT PROVIDED BY EVERTEC, ANY SERVICES, INCIDENTAL OR OTHERWISE, PROVIDED BY THIRD PARTIES (EXCEPT THOSE SERVICES PROVIDED BY A SUBCONTRACTOR OF EVERTEC UNDER ARTICLE 1.17), AND ANY THIRD PARTY CLAIM

			(EXCEPT AS OTHERWISE PROVIDED IN ARTICLE TEN OF THIS MASTER AGREEMENT): (I) WHETHER FOR, AMONG OTHER THINGS, SUCH PARTY’S NEGLIGENCE OR MISCONDUCT, BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM; (II) WHETHER LIABILITY IS ASSERTED IN, AMONG OTHER THINGS, CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT PRODUCT LIABILITY); (III) WHETHER OR NOT FORESEEABLE; AND (IV) WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.

	b)		EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, COMPANY, BPPR AND THEIR RESPECTIVE SUBSIDIARIES SHALL NOT BE LIABLE TO EVERTEC OR ITS AFFILIATES PURSUANT TO THIS MASTER AGREEMENT FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES OR LOSSES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR ANTICIPATED PROFITS, ROYALTIES, LOST DATA, COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE, EQUIPMENT OR SERVICES, OR ANY OTHER BUSINESS OR OTHER ECONOMIC LOSS ARISING FROM OR RELATED TO ANY EQUIPMENT OR SOFTWARE NOT PROVIDED BY COMPANY, BPPR OR THEIR RESPECTIVE SUBSIDIARIES, ANY SERVICES, INCIDENTAL OR OTHERWISE, PROVIDED BY THIRD PARTIES, AND ANY THIRD PARTY CLAIM (EXCEPT AS OTHERWISE PROVIDED IN ARTICLE TEN OF THIS MASTER AGREEMENT): (I) WHETHER FOR, AMONG OTHER THINGS, SUCH PARTY’S NEGLIGENCE OR MISCONDUCT, BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM; (II) WHETHER LIABILITY IS ASSERTED IN, AMONG OTHER THINGS, CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT PRODUCT LIABILITY); (III) WHETHER OR NOT FORESEEABLE; AND (IV) WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, IN EACH CASE, OTHER THAN EXPECTED REVENUES (NET OF EXPECTED COSTS THAT WOULD HAVE OTHERWISE BEEN INCURRED) FOR SERVICES ANTICIPATED TO BE PROVIDED HEREUNDER.

	c)		EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OR TO THE EXTENT OTHERWISE PROVIDED UNDER ANY LEGAL REQUIREMENTS, EVERTEC’S LIMIT OF LIABILITY UNDER THIS MASTER AGREEMENT WILL BE THE AMOUNT OF DIRECT DAMAGES SUBJECT TO AN AGGREGATE ANNUAL LIMIT EQUAL TO THE AMOUNT OF PAYMENTS MADE TO EVERTEC BY COMPANY, BPPR, AND THEIR RESPECTIVE SUBSIDIARIES FOR THE SERVICE FOR WHICH THE LIABILITY RELATES DURING THE TWELVE MONTHS PRIOR TO THE ACT, OMISSION OR EVENT THAT GIVES RISE TO THE CLAIM FOR LIABILITY. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY LIMITED REMEDY PROVIDED HEREIN; PROVIDED, HOWEVER, THAT THIS LIMITATION WILL NOT APPLY TO LOSSES RELATED TO BREACHES OF THE CONFIDENTIALITY PROVISIONS OF THIS MASTER AGREEMENT, NOR TO INTELLECTUAL PROPERTY INDEMNIFICATION PROVISIONS. EACH PARTY HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THIS MASTER AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE.

ARTICLE FIVE – CONFIDENTIALITY, PRIVACY & SECURITY OF INFORMATION

5.1

Confidential Information .

The parties acknowledge that in the course of their dealings each may receive (the “Receiving Party” ) Confidential Information of the other party (the “Disclosing Party” ). As such, the parties are willing to share such Confidential Information provided that the Receiving Party protects the Confidential Information of the Disclosing Party. Confidential Information will not include information that:

	1.		Is or becomes generally available to the public without breach of this Master Agreement;

	2.		Was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party;

	3.		Becomes available to the Receiving Party from a Third Party, provided that the Receiving Party does not have knowledge, after reasonable inquiry, that such Third Party is subject to an obligation of confidentiality with the Disclosing Party;

	4.		Is independently developed by the Receiving Party without reference to or reliance upon the Confidential Information;

	5.		Is approved by the Disclosing Party for disclosure; or

	6.		Is required to be disclosed by applicable Legal Requirements or by a Governmental Authority, but only to the extent so required and solely for such purpose, and the Receiving Party shall otherwise remain obligated to treat such information as Confidential Information pursuant to the terms of this Article 5.

In any dispute with respect to these exclusions, the burden of proving that information is not Confidential Information will be on the party making such assertion.

5.2

Privacy .

The Receiving Party agrees to protect and hold all Confidential Information in strict confidence and to take all reasonable steps necessary to protect the Confidential Information from unauthorized and/or inadvertent disclosure. Unless in receipt of specific written exemption from the Disclosing Party or required by any Legal Requirements, the Receiving Party will not:

	1.		use, reproduce, modify or disclose any of the Confidential Information for any purpose other than to perform its obligations under this Master Agreement for which the Confidential Information is being disclosed;

	2.		disclose any of the Confidential Information other than to Representatives of the Receiving Party who have a reasonable need-to-know in order to discharge their obligations under this Master Agreement, and only to do so when the Representatives have agreed to be bound by the confidentiality provisions of this Master Agreement;

	3.		remove any proprietary rights legend from the Confidential Information.

The prohibition against the disclosure of Confidential Information includes, but is not limited to, disclosing the substance of the negotiations of the Master Agreement and the existence and/or the terms and conditions thereof, as well as the fact that any similarity exists between the Confidential Information and information independently developed by another Person or entity, and the parties understand that such similarity does not excuse it from abiding by its covenant or other obligations under this Master Agreement.

The Receiving Party will be fully liable for the acts of its Representatives to whom it discloses the Confidential Information.

5.3

Security of Customer Information .

To effect the purposes of this Master Agreement, COMPANY, BPPR or one of their respective Subsidiaries may from time to time provide EVERTEC with information or access to information concerning COMPANY, BPPR, or one of their respective Subsidiaries and persons or entities who obtain financial products or services from COMPANY, BPPR, or their respective Subsidiaries, including without limitation, client account information ( “Customer Information” ). EVERTEC acknowledges that its right to use the Customer Information may be limited by obligations of Company, BPPR or one of their respective Subsidiaries under the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138) (the “Gramm Act” ) and its implementing regulations ( e.g., Federal Reserve Regulation P, Securities and Exchange Commission Regulation S-P) and other federal and state laws and regulations regarding privacy and the confidentiality of customer records. EVERTEC shall be responsible for establishing and maintaining an information security program that complies with the Legal Requirements. To protect the privacy of the Customer Information, EVERTEC shall: (i) limit access to the Customer Information to its employees and agents who have a need to know to carry out the purposes for which the Customer Information was disclosed; and (ii) use the Customer Information only for purposes of carrying out its obligations hereunder. Furthermore, EVERTEC agrees to (i) protect and hold all Customer Information in strict confidence and to take all reasonable steps necessary to protect the Customer Information from unauthorized and/or inadvertent disclosure; (ii) give immediate verbal and written notification to COMPANY or BPPR, or one of their respective Subsidiaries, as applicable of any court order or legal action requiring the disclosure of Customer Information and, to the extent allowable under the law, hold the Customer Information in confidence while COMPANY, BPPR or one of their respective Subsidiaries seeks a protective order; (iii) give prompt notification of any unauthorized or inadvertent disclosure of the Customer Information; (iv) upon request of COMPANY, BPPR or one of their respective Subsidiaries promptly return or destroy all Customer Information belonging to COMPANY, BPPR, or one of their respective Subsidiaries, as applicable, including all

			copies thereof; and (v) implement security measures designed to (a) ensure the security, integrity and confidentiality of the Customer Information; (b) protect against any anticipated threats or hazards to the security or integrity of the Customer Information; and (c) protect against unauthorized access to or use of the Customer Information.

	b)		Interagency Guidelines . EVERTEC acknowledges the requirements of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information issued by bank regulatory agencies on February 1, 2001, regarding the implementation of security measures to safeguard customer information. EVERTEC represents and warrants to COMPANY, BPPR, and their respective Subsidiaries that it has in place a comprehensive written security program that includes administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Customer Information. Furthermore, EVERTEC agrees that COMPANY, BPPR, and their respective Subsidiaries, and any Third Party auditor reasonably designated by COMPANY, BPPR, or their respective Subsidiaries, may, in a manner that is consistent with practices and procedures of the parties prior to the date hereof, at any time (i) solicit a copy of the aforementioned security program and (ii) review, monitor and audit EVERTEC to confirm it has satisfied its obligations pursuant to this paragraph.

	c)		Unauthorized Access . EVERTEC also acknowledges the requirements of the Interagency Guidance on Response Programs for Unauthorized Access to Customer Information and Customer Notice issued by bank regulatory agencies on March 29, 2005, regarding implementing effective notification procedures in the event of unauthorized access to Customer Information. As such, the parties acknowledge and agree that EVERTEC shall be responsible for the unauthorized or fraudulent application for, access to or use of the Customer Information by any entity caused by the negligent acts or omissions of EVERTEC, its employees, subcontractors or agents. If EVERTEC becomes aware of any actual or suspected security breach involving unauthorized access (i.e., physical trespass on a secure facility, computing systems intrusion/hacking, loss/theft of a PC (laptop or desktop), loss/theft of printed materials, etc.) to the Customer Information, that either compromises or in EVERTEC’s reasonable judgment may have compromised the Customer Information, EVERTEC shall report such incident within forty-eight (48) hours in writing to COMPANY, BPPR, or one of their respective Subsidiaries, as applicable, and describe in reasonable detail the circumstances surrounding such unauthorized access (including, without limitation, a description of the causes of such breach). Any report under this Section shall include a brief summary of the steps being taken by EVERTEC to remedy such breach. Except as may be strictly required by Legal Requirements, EVERTEC agrees that it will not inform any Third Party of any such security breach without Popular’s, or its applicable Affiliate’s, prior written consent; however, if such disclosure is required by Legal Requirements, EVERTEC agrees to reasonably cooperate with COMPANY, BPPR, and their respective Subsidiaries regarding the content of such disclosure so as to minimize any potential adverse impact upon COMPANY, BPPR, and their respective Subsidiaries and their clients and customers.

5.4

Remedies . In the event of any court order or legal action requiring the disclosure of Confidential Information, the Receiving Party agrees to give immediate verbal and written notification of the order or action to the Disclosing Party, and to the extent allowable under the law and at the expense of the Disclosing Party, hold the Confidential Information while the Disclosing Party seeks a protective order. The Receiving Party acknowledges and agrees that it would be difficult to fully compensate the Disclosing Party for damages resulting from the breach or threatened breach of the foregoing provisions and, accordingly, that, in addition to any other remedies that may be available, in law, at equity or otherwise, the Disclosing Party will be entitled to seek injunctive relief, including without limitation temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions without the necessity of proving actual damages or posting a bond or any other security. This provision with respect to injunctive relief will not, however, diminish the Disclosing Party’s right to claim and recover damages.

5.5

Term of Obligation . Unless indicated otherwise in writing, the parties’ obligations under this Section will survive this Master Agreement for a period of three (3) years following termination hereof. Upon termination of this Master Agreement for any reason, the Receiving Party’s rights to possession and use of any Confidential Information in connection with the performance of its obligations hereunder or otherwise will terminate. Upon the request of the Disclosing Party, the Receiving Party will promptly return or destroy (in either case under certification to said effect) all Confidential Information belonging to the Disclosing Party, including all copies thereof. Should the Receiving Party be required by law to retain any of the Disclosing Party’s Confidential Information for a period longer than the Term of this Master Agreement, including any extension thereof, then the Receiving Party’s obligations under this Section will remain in full force and effect until the expiration of any such legally mandated retention period.

ARTICLE SIX – SECURITY, COMPANY DATA & RECORDS

6.1		Authorized Persons . Each party will designate one or more individuals (hereinafter, “Authorized Persons” ) who can (1) carry out transactions in each party’s name; (2) receive information from the other party related to the operation of the Service, including, but not limited to, any provided access code; (3) give written instructions or inform the other party about any action or request for action by the party; (4) notify or issue any document related to this Master Agreement that the Authorized Person deems necessary or convenient. Such Authorized Persons shall be notified to the other parties in writing.

6.2		Security Measures .

	a)		The parties warrant that they have adopted, and will assume responsibility for complying with, any and all appropriate and necessary security measures required for the protection of access to their systems and to the Services by their Representatives and Authorized Persons. As such, the parties warrant that they have established commercially reasonable security procedures to minimize unauthorized access and agree that they will take the necessary measures to maintain the confidentiality of the security procedures and any access codes, passwords, instructions or security equipment. Except as may be specifically set forth in writing, each party represents and warrants to the other parties that it will not alter or disable any hardware or software security programs residing on another party’s hardware or systems. If a network connection is established between COMPANY, BPPR, or one of their respective Subsidiaries, on the one hand, and EVERTEC, on the other hand, each party represents and warrants to the others that its computing environment is free from all generally-known viruses, worms, Trojans and other “malware,” that may disrupt, damage or interfere with the other parties’ network and/or telecommunication facilities. As such, each party agrees to (1) allow the other parties to perform network assessments of its computing environment, and (2) maintain an alert status regarding the security of its computing systems, including without limitation all vulnerabilities and security patches or corrective actions, by subscribing to an industry-recognized service, such as CERT or CIAC. Each party understands that, should an assessment reveal inappropriate or inadequate security based on the pre-defined requirements for security, the other parties may, in addition to other remedies each may have, remove such party’s access to its network until such party satisfactorily complies with the security requirements defined.

	b)		COMPANY, BPPR, and their respective Subsidiaries’ Authorized Persons agree to comply with all of EVERTEC’s requirements in relation to the security of the EVERTEC computing environment and Authorized Locations, including without limitation any subsequently agreed security plan or information processing requirements that may be embodied in any Service Addendum. COMPANY, BPPR, and their appropriate respective Subsidiaries will execute all documents generally required by EVERTEC for access to EVERTEC’s computing environment and Authorized Locations. Further, if any Authorized Person of COMPANY, BPPR, or their respective Subsidiaries, at any time during the life of this Master Agreement, is granted remote access to EVERTEC’s network, or is telecommuting in any capacity, then such person will be subject to additional EVERTEC data security requirements.

	c)		Should the Services require access codes or other identification methods to gain access, each party will immediately notify the appropriate other party or parties in writing of any change of Authorized Person or the scope of his/her authority. Until such notification is received, each party may accept, without further inquiry, all declarations, instructions or representations made or issued by the Authorized Person. Furthermore, the parties will not assume responsibility, explicitly or implicitly, for questioning or verifying with the other parties whether the Person who uses or has access to the Service is in fact the Authorized Person or if he/she is acting in accordance with another party’s internal policies and procedures.

6.3

Ownership of Company Data .

Each of COMPANY, BPPR, and their respective Subsidiaries will remain the sole and exclusive owner of its Company Data and Confidential Information, regardless of whether such data is maintained on magnetic tape, magnetic disk, or any other storage or processing device. All Company Data and other Confidential Information will, however, be subject to regulation and examination by the appropriate auditors and Governmental Authorities at the Authorized Locations to the same extent as if such information were on COMPANY, BPPR, or their respective Subsidiaries’ premises. EVERTEC will notify COMPANY, BPPR, and their respective Subsidiaries as soon as reasonably possible of any formal request by any Governmental Authority to examine such information maintained by EVERTEC. COMPANY, BPPR, and their respective Subsidiaries agree that EVERTEC is authorized to provide all such information when properly required to do so by a Governmental Authority, subject to the provisions of Section 5.3 hereof. EVERTEC acknowledges that it will not have or

acquire any rights in or to any Company Data or Confidential Information upon termination of this Master Agreement.

EVERTEC will, subject to its internal control and security procedures, permit each of COMPANY, BPPR, and their respective Subsidiaries to have or obtain (by electronic or other means) access to its Company Data, including where appropriate, access through COMPANY, BPPR, or their respective Subsidiaries’ computer terminals and equipment. EVERTEC will furnish COMPANY, BPPR, and their respective Subsidiaries with such written instructions, manuals or other documentation as will be necessary to such operation and access by COMPANY, BPPR, and their respective Subsidiaries.

6.4

Records and Backup . Each party will maintain its respective records related to the Services in a proper, complete and accurate fashion, and in compliance with all Legal Requirements applicable to each of them. EVERTEC will be responsible for retaining Company Data or other records pertaining to COMPANY, BPPR, and their respective Subsidiaries in accordance with COMPANY, BPPR, and their respective Subsidiaries’ Specifications for the Services, which will take into account COMPANY, BPPR, and their respective Subsidiaries’ record retention policies; provided, however, that COMPANY, BPPR, and their respective Subsidiaries acknowledge that any change in retention periods may result in additional charges and/or increases in the fees for the Services corresponding to the Company Data subject to such retention periods. Any such changes in retention periods will be subject to the provisions of Section 2.7(b) hereof.

ARTICLE SEVEN – INTELLECTUAL PROPERTY

7.1		Title . To the extent EVERTEC uses its own Intellectual Property to provide the Services under this Master Agreement, EVERTEC warrants that it is the owner of all right, title, and interest in and to such Intellectual Property, none of which, to EVERTEC’s best knowledge, infringes any proprietary right of any other Person. As such, the parties agree that, subject to the Legal Requirements and to existing agreements with Third Parties, or except as otherwise expressly agreed to between the parties in writing, EVERTEC is and will remain the owner of its Intellectual Property and all derivative works based thereon and that no title to or ownership of EVERTEC’s Intellectual Property or any part thereof is hereby granted to COMPANY, BPPR, or their respective Subsidiaries. Should EVERTEC use Third Party Intellectual Property to provide the Services, then EVERTEC warrants that it is duly licensed to do so and any warranties and infringement indemnities for such Third Party Intellectual Property will be those of the Third Party license agreements with EVERTEC. In the alternative, COMPANY, BPPR, and their respective Subsidiaries will be given the opportunity to enter into license agreements directly with such Third Parties. The parties agree that, subject to the Legal Requirements and to existing agreements with Third Parties, or except as otherwise expressly agreed to among the parties, each of COMPANY, BPPR, and their respective Subsidiaries is and shall remain as the owner of its Intellectual Property, and all derivative works based thereon. COMPANY, BPPR, and their respective Subsidiaries’ ownership and proprietary rights shall include any and all rights in and to patents, trademarks, copyrights, and trade secret rights.

7.2		General . Each of COMPANY and BPPR acknowledges that in providing the Services to COMPANY, BPPR, and their respective Subsidiaries, EVERTEC is not transferring any right, title or interest in EVERTEC’s Intellectual Property, or any part or component thereof, to COMPANY, BPPR, or their respective Subsidiaries.

7.3		Developments . Except as otherwise agreed to in writing, any services, technology, processes, methods, software and/or enhancements to EVERTEC Intellectual Property or any Third Party Intellectual Property used or developed for purposes of delivering the Services (collectively, the “IP Developments” ), whether developed solely by EVERTEC or jointly by EVERTEC and any other party, including any IP Developments requested or suggested by COMPANY, BPPR, or their respective Subsidiaries or a Client, will be the sole property of EVERTEC and will not be considered “works-made-for-hire”. Except as otherwise agreed to in writing, COMPANY, BPPR, and their respective Subsidiaries will not acquire any ownership right, Intellectual Property right, claim or interest in EVERTEC’s Intellectual Property or in any IP Developments. The parties agree that any services, technology, processes, methods, software and/or enhancements to COMPANY Intellectual Property for purposes of delivering the Services will be the sole property of COMPANY, BPPR, or one of their respective Subsidiaries, as applicable. Except as otherwise agreed to in writing, any Intellectual Property created or developed by EVERTEC as an independent product will be the sole property of EVERTEC and will not be considered a “work-made-for-hire”.

7.4		Cooperation . The parties will cooperate with each other and execute such other documents as may be reasonably deemed necessary by EVERTEC to achieve the objectives of this Article Seven.

7.5

Intellectual Property Infringement .

	a)		Subject to the Agreement and Plan of Merger, EVERTEC agrees to defend indemnify and hold harmless COMPANY, BPPR, and their respective Affiliates and Subsidiaries against claims that any of the Services or its Intellectual Property infringes any Intellectual Property Right of a Third Party. EVERTEC will defend COMPANY, BPPR, and their respective Affiliates and Subsidiaries and will pay the damages and costs finally awarded against COMPANY, BPPR, or their respective Affiliates and Subsidiaries.

	b)		If EVERTEC receives notice of an infringement claim or otherwise concludes that its Intellectual Property may infringe the proprietary rights of a Third Party, EVERTEC may in its sole discretion (i) procure the right for COMPANY, BPPR, and their respective Subsidiaries to continue using the affected Intellectual Property; (ii) modify the affected Intellectual Property to make it non-infringing; (iii) replace the affected Intellectual Property with a functional equivalent; or (iv) if EVERTEC determines that options (i) through (iii) are not practicable, terminate COMPANY, BPPR, and their respective Subsidiaries’ right to use the affected Intellectual Property and accept its return against payment of its then-depreciated value, computed on a five (5) year straight-line depreciation schedule commencing as of its installation date.

	c)		EVERTEC will have no liability for any claim of infringement and thus no obligation to defend and indemnify COMPANY, BPPR, and their respective Subsidiaries under this Section if such infringement claim is based on (i) COMPANY, BPPR, and their respective Subsidiaries’ continued use of the affected Intellectual Property after EVERTEC notifies COMPANY, BPPR, and their respective Subsidiaries to discontinue use because of such a claim; (ii) COMPANY, BPPR, and their respective Subsidiaries’ use of a superseded or altered release of the affected Intellectual Property or any portion thereof, including, but not limited to, COMPANY, BPPR, and their respective Subsidiaries’ failure to use updates or new releases made available by EVERTEC, but only to the extent that such claim would have been avoided but for such failure; (iii) any modification by COMPANY, BPPR, and their respective Subsidiaries or a Third Party to the affected Intellectual Property, but only to the extent that such claim would have been avoided, but for such modification; (iv) COMPANY, BPPR, and their respective Subsidiaries’ use of the affected Intellectual Property without EVERTEC’s written consent; (v) COMPANY, BPPR, and their respective Subsidiaries’ use, operation or combination of the affected Intellectual Property with information, software, specifications, instructions, data, materials or items not supplied or approved by EVERTEC, but only to the extent that such claim would have been avoided but for such combined use, (vi) use of the affected Intellectual Property in a manner not intended by the accompanying and provided documentation; or (vii) COMPANY, BPPR, and their respective Subsidiaries’ misuse of the affected Intellectual Property.

	d)		Furthermore, EVERTEC’s obligation to defend COMPANY, BPPR, and their respective Subsidiaries under this section is subject to all of the following conditions: (i) COMPANY, BPPR, or their respective Subsidiaries must notify EVERTEC promptly in writing after the claim is asserted or threatened; (ii) COMPANY, BPPR, or their respective Subsidiaries must give EVERTEC sole control over its defense or settlement; (iii) COMPANY, BPPR, and their respective Subsidiaries does not take a position that is adverse to EVERTEC; and (iv) COMPANY, BPPR, or their respective Subsidiaries must provide EVERTEC with reasonable assistance in defending the claim for which EVERTEC will reimburse COMPANY, BPPR, and their respective Subsidiaries for any reasonable out-of-pocket expenses that COMPANY, BPPR, or their respective Subsidiaries incur in providing such assistance.

	e)		COMPANY and BPPR agree to notify EVERTEC promptly in writing if any other type of Third Party claim is brought against COMPANY, BPPR, or their respective Subsidiaries regarding EVERTEC’s Intellectual Property. EVERTEC may, at its option, choose to treat these claims as being covered by this Section.

	f)		This Section states EVERTEC’s entire liability and COMPANY’s and BPPR’s exclusive remedies with respect to any Third Party infringement and trade secret misappropriation claims.

ARTICLE EIGHT – REGULATORY COMPLIANCE, AUDIT & SERVICE REVIEWS

8.1

General Regulatory Compliance .

EVERTEC acknowledges that EVERTEC will be solely responsible for monitoring and interpreting (and for complying with) Legal Requirements applicable to EVERTEC, and as such, hereby warrants that EVERTEC will comply with all applicable Legal Requirements, present and future, relating to the conduct and operation of its business.

COMPANY and BPPR acknowledge that each of COMPANY and BPPR will be solely responsible for monitoring and interpreting (and for complying with, to the extent such compliance requires no action by EVERTEC) Legal Requirements applicable to COMPANY and its Subsidiaries and BPPR and its Subsidiaries, as applicable, and as such, hereby warrants that it and its Subsidiaries will comply with all applicable Legal Requirements, present and future, relating to the conduct and operation of its or such Subsidiaries’ business.

8.2

Legal Requirements .

COMPANY and BPPR shall be responsible for monitoring and interpreting (and for complying with, to the extent such compliance requires no action by EVERTEC) the Legal Requirements. Any such interpretation shall be provided by COMPANY or BPPR to EVERTEC as part of the instructions used to establish the Specifications and EVERTEC will select the technical parameters within EVERTEC’s Systems that will apply to COMPANY, BPPR, and their respective Subsidiaries. EVERTEC shall be responsible for determining that such selections are consistent with COMPANY’s or BPPR’s instructions, as applicable. COMPANY and BPPR, as applicable, shall be responsible for determining that the instructions provided to EVERTEC are consistent with the Legal Requirements and with the terms and conditions of any agreements between COMPANY, BPPR, and their respective Subsidiaries and its Clients.

Subject to Section 8.2(a), EVERTEC shall work with COMPANY and BPPR in developing and implementing a suitable procedure or direction to enable COMPANY, BPPR, and their respective Subsidiaries to comply with Legal Requirements applicable to the Services being provided by EVERTEC to COMPANY, BPPR, and their respective Subsidiaries.

8.3		Audit . EVERTEC, COMPANY, and BPPR acknowledge and agree that the performance of the Services may be subject to regulation by Governmental Authorities. EVERTEC agrees to cooperate, in a manner that is consistent with practices and procedures of the parties prior to the date hereof, with any audit or examination of the Services or COMPANY, BPPR, or their respective Subsidiaries, whether by a Governmental Authority or internal or external auditors of COMPANY, BPPR, or their respective Subsidiaries ( “Audit” ). Furthermore, EVERTEC agrees to provide any information or material lawfully requested during an Audit, and permitting such auditing parties to inspect or audit EVERTEC with respect to its provision of the Services; provided, however, that all such Audits will be performed at the sole expense of COMPANY, BPPR, or their respective Subsidiaries, as applicable, and each of COMPANY and BPPR agrees to reimburse EVERTEC for all reasonable fees associated with such examination with respect to it or its Subsidiaries.

8.4		Service Center Reviews .

	a)		On an annual basis during the Term, EVERTEC shall engage a reputable independent certified public accounting firm of recognized national or regional standing (the “Firm” ), to conduct a review of its IT operations and application controls for the Services provided to COMPANY, BPPR, and their respective Subsidiaries, in accordance with industry wide best practices and FFEIC Guidelines. The aforesaid review shall be conducted in accordance with the American Institute of Certified Public Accountants Statement on Auditing Standards Number 70 ( “SAS 70” ) or any applicable successor standard, the findings and recommendations of which shall be set forth in a report (the “Service Center Review” ). The Service Center Review shall (i) include a Type II Service Auditor’s Report under SAS 70, (ii) cover, at a minimum, a period of six (6) months, (iii) be dated as of September 30 of the year in question, and (iv) be delivered to COMPANY, BPPR, and their respective Subsidiaries on or before December 15 of such year.

	b)		The parties agree and acknowledge that prior to the date hereof, EVERTEC periodically provided to COMPANY, BPPR and their respective Subsidiaries and to other EVERTEC customers a report of EVERTEC’s IT operations and applications controls for the services provided to COMPANY, BPPR and their respective Subsidiaries and to other EVERTEC customers (the “ Previous Control Reports” ). During the Term, Popular and BPPR agree to make a payment to EVERTEC for the Service Center Review within 30 days of EVERTEC’s delivery to COMPANY and BPPR of the Service Center Review. Such payment shall be an amount equal to the excess, if any, of (i) the fees or expenses paid by EVERTEC to the Firm in connection with the first Service Center Review performed during the period between the date of this Master Agreement and the first anniversary of the date hereof, over (ii) the costs, fees and expenses that EVERTEC paid in connection with the Previous Control Reports prepared during the most recent fiscal year completed prior to the date hereof (provided that any costs, fees and expenses allocated to EVERTEC by the Popular Parties in connection with the Previous Control Reports prepared during the most recent fiscal year completed prior to the date hereof shall be deemed to have been “paid” by EVERTEC for purposes of calculating the amount of such excess).

	c)		If the Service Center Review contains any recommendations, EVERTEC shall, at its sole cost and expense, promptly take all actions necessary to comply with such recommendations and shall advise COMPANY and BPPR when such compliance is achieved.

	d)		If, at any time during the Term, COMPANY or BPPR has reasonable material concerns regarding (i) the scope of the Service Center Review, (ii) any material qualification in the aforesaid report, and/or (iii) EVERTEC’s operational and application controls and such concerns are not addressed in the Service Center Review to COMPANY’s or BPPR’s reasonable satisfaction (as applicable), COMPANY or BPPR (as applicable) shall so notify EVERTEC and EVERTEC shall promptly meet with COMPANY or BPPR in an effort to resolve such concern.

	e)		For all other requests by COMPANY or BPPR to review all or a portion of the Services and EVERTEC’s operation controls relating thereto, outside the scope of an Audit or SAS 70, the parties will agree in writing to the terms and conditions applicable to such review, including the scope of the review and any expenses related thereto.

ARTICLE NINE – TERM & TERMINATION

9.1		Term . This Master Agreement will commence on [ • ] , 2010 (the “Effective Date” ) and will end on [ • ], 2025 unless there is a Popular Parties Change of Control prior to such date and EVERTEC notifies COMPANY within thirty (30) days of such Popular Parties Change of Control of its intent to extend this Master Agreement as a result of such Popular Parties Change of Control, in which case this Master Agreement will end on [ • ], 2028 (the “Initial Term” ), unless earlier terminated in accordance with the provisions of this Master Agreement. After the Initial Term, this Master Agreement shall renew automatically for successive three (3) year periods (each a “Renewal Period” and together with the Initial Term, the “Term” ), unless either party gives written notice to the other party not less than one (1) year prior to the then applicable Renewal Period (the date of such notice, the “Notice Date” ), of its intent not to renew this Master Agreement.

9.2		Termination for Cause .

This Master Agreement or any of the Services, individually or collectively, may be terminated by either the Popular Parties, on the one hand, or EVERTEC, on the other, if the other party or parties (as applicable):

	1.		commits a Material Breach of this Master Agreement (or series of breaches that together constitute a Material Breach), which breach is not cured within thirty (30) days following receipt of notice specifying the nature and extent of such breach; provided, however, that if such breach is not reasonably susceptible of cure within such thirty (30) day period, such period will be extended and the party will not be in default hereunder so long as it commences such cure within such thirty (30) day period and diligently pursues such cure and such failure is cured within ninety (90) days following the receipt of such notice;

	2.		fails to pay any properly submitted invoice providing for material amounts in the aggregate that are undisputed for a period exceeding sixty (60) days pursuant to Section 3.2 of this Master Agreement; or

	3.		makes any assignment of this Master Agreement, except as expressly provided herein.

For purposes of this Section 9.2 and notwithstanding anything in this Master Agreement to the contrary, “Material Breach” means a breach, or series of breaches, of a party’s duties or obligations (other than a failure to make a payment pursuant to this Master Agreement) that if left uncured for ninety (90) days following receipt of notice from COMPANY or BPPR detailing the relevant deficiency or failure, would result in a Material Adverse Effect on COMPANY and its Subsidiaries (taken as a whole) or BPPR and its Subsidiaries (taken as a whole), as applicable.

Notwithstanding anything in this Master Agreement to the contrary, any breach or default under a particular Service Addendum will give the non-breaching party or parties the right to terminate that particular Service Addendum, subject to the cure periods set forth under Section 9.2(a)(1), and will not automatically operate as a default under any other Service Addendum.

9.3

Effect upon Termination . Unless indicated otherwise in the written termination notice, upon the termination of any Service, all remaining Services will continue in full force and effect; provided however that should this Master Agreement be terminated, all Services in effect as of the date of termination will also terminate. Except as otherwise provided for herein, upon termination, all further obligations of the parties pursuant to this Master Agreement or the

			particular Service that was terminated, whichever the case may be, will terminate (except the obligation of COMPANY, BPPR and their appropriate respective Subsidiaries to make a payment for any unpaid and properly invoiced amounts, in accordance with Section 3.2) without further liability of any party to the others; provided, however that termination will not release the party that terminates from any liability which at the time of termination had already accrued to the non-terminating party or parties. No party shall be liable to the others for damages of any kind solely as a result of terminating this Master Agreement in accordance with its provisions. Furthermore, any such termination will be without prejudice to any rights or remedies any party may have arising out of any breach of any material representation, warranty, covenant or condition by any other party hereto.

	9.4		Transition Assistance . EVERTEC agrees that during the time period between (i) the Notice Date, (ii) the date of any termination of this Master Agreement and all Services hereunder pursuant to Section 9.2 hereof, (iii) the date of termination or non-renewal of any individual Service or Services under this Master Agreement with or without the termination of this Master Agreement, or (iv) the date of a Release Event pursuant to Sections 3.1 of the Technology Agreement, in the case of each of (i)-(iv) above, to the extent Transition Assistance (defined below) is requested by COMPANY, BPPR or their respective Subsidiary or Subsidiaries (each of (ii), (iii) and (iv), a “Termination Date” ), as applicable, and the completion of the transition services contemplated by this Section 9.4, EVERTEC will continue to provide the applicable Service or Services under the terms and conditions that are in effect as of the Notice Date or a Termination Date, as applicable. For a period (the “Transition Period” ) commencing on the earlier of (x) the Notice Date and (y) a Termination Date and ending on the earlier of (a) the 18-month anniversary of the earlier of (x) and (y) above and (b) the date on which all applicable Service or Services have been completely transitioned to another provider, EVERTEC will (i) provide COMPANY, BPPR, and their respective Subsidiaries transition support and assistance including, without limitation, providing COMPANY, BPPR, and their respective Subsidiaries or any Third Party reasonably designated by COMPANY, BPPR, or their respective Subsidiaries information and cooperation necessary to effect COMPANY, BPPR, and their respective Subsidiaries’ transition, with business continuity, of the applicable Service or Services and (ii) continue to provide the applicable Service or Services under the terms and conditions that are in effect as of the Notice Date or a Termination Date, as applicable, until such Service or Services have been completely transitioned to another service provider or to COMPANY, BPPR, their respective Subsidiaries ((i) and (ii) collectively, “Transition Assistance” ); provided that COMPANY, BPPR, or their respective Subsidiary or Subsidiaries, as applicable, have used or continue to use reasonable efforts to completely transition the applicable Service or Services to another provider and reasonably continue to need such Transition Assistance, the Transition Period shall be extended until such Service or Services shall be completely transitioned to another provider. During the Transition Period COMPANY, BPPR, and their respective Subsidiaries and EVERTEC shall use their commercially reasonable efforts to completely transition each Service requested by the COMPANY, BPPR, and their respective Subsidiaries to another service provider or to COMPANY, BPPR, and their respective Subsidiaries prior to the end of the Transition Period. In furtherance of and as a part of such Transition Assistance, EVERTEC shall assist COMPANY, BPPR, and their respective Subsidiaries to develop a plan for the complete transition of all Services requested by the COMPANY, BPPR, or their respective Subsidiaries from EVERTEC to COMPANY, BPPR, and their respective Subsidiaries or another service provider, on a reasonable schedule, which shall give consideration to COMPANY, BPPR, and their respective Subsidiaries’ need for the orderly continuation of such Services. Prior to providing any Transition Assistance, EVERTEC shall deliver to COMPANY, BPPR, and their respective Subsidiaries a good faith estimate of all projected expenses and charges. COMPANY, BPPR, and their respective Subsidiaries understand and agree that all expenses and charges for Transition Assistance shall be computed in accordance with EVERTEC’s then-current standard prices for such products, materials, and Services (or to the extent such Services were provided pursuant to this Master Agreement, the expenses and charges for such Services shall be the price for such Services under the Master Agreement), which expenses and charges shall be paid by COMPANY, BPPR, or their appropriate respective Subsidiaries in accordance with the provisions of this Master Agreement. Nothing contained herein shall obligate COMPANY, BPPR, or their respective Subsidiaries to receive Transition Assistance from EVERTEC. Notwithstanding anything to the contrary in this Master Agreement, the Transition Assistance Addendum shall survive the expiration or termination of this Master Agreement (or any portion thereof) for any reason.

ARTICLE TEN – INSURANCE AND INDEMNIFICATION

10.1

Insurance .

In the event of an EVERTEC Change of Control and to the extent deemed advisable by COMPANY, BPPR, and their respective Subsidiaries, the parties agree that EVERTEC will maintain in full force and effect during the Term insurance as follows:

Statutory workers compensation insurance or a workers’ compensation and employers’ liability insurance,

			as applicable under state law, with limits to conform with the greater of the amount required by applicable state statutory law or one million dollars ($1,000,000) each accident, including occupational disease coverage;

	2.		Comprehensive General Liability insurance with limits not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) general aggregate including bodily injury, death, property damage, personal injury, advertising injury, contractual liability, independent contractors, broad-form property damage, employers liability stop gap, and products and completed operations coverage;

	3.		Automobile Liability insurance with limits not less than one million dollars ($1,000,000) each occurrence combined single limit of liability for bodily injury, death, and property damage, including owned and non-owned and hired automobile coverage, as applicable;

	4.		Umbrella insurance with limits not less than five million dollars ($5,000,000) covering excess of loss over primary liability insurance policies, including Comprehensive General Liability, Comprehensive Automobile Liability, and Workers Compensation and Employers Liability insurance policies, where applicable under state laws;

	5.		Fidelity and Crime insurance in the amount of not less than ten million dollars ($10,000,000) each occurrence and annual aggregate including Electronic & Computer Crime, Unauthorized Computer Access coverage, and employee dishonesty coverage extended to loss of third parties; and

	6.		Professional liability insurance (Errors and Omissions) with limits not less than ten million dollars ($10,000,000) each occurrence and annual aggregate including coverage for computer programming and electronic data processing services, network security liability, content injury, privacy injury, regulatory proceedings, dependent loss and third party custodian.

Certificates of Insurance. Certificates of Insurance evidencing all coverage described in this Section shall be furnished to COMPANY or BPPR upon request, and will include the following:

	1.		The certificate of insurance will state COMPANY, BPPR, and their respective Subsidiaries as additional insureds under its Comprehensive General Liability, Automobile Liability and any other policy protecting against bodily injury or property damage, and that COMPANY, BPPR, and their respective Subsidiaries, although named as additional insureds, shall nonetheless be entitled to recovery for any loss suffered as a result of EVERTEC’s negligence.

	2.		The certificate of insurance will state a sixty (60) days advance written notice to COMPANY and BPPR in the event that the insurance carrier, for any reason, cancel or materially restrict insurance coverage.

	3.		The certificate of insurance will state that the respective EVERTEC insurance will respond on a primary basis without contribution from any other insurance of COMPANY, BPPR, or their respective Subsidiaries until EVERTEC insurance limits have become exhausted.

	c)		All insurance carriers will maintain at all times an AM Best rating of A- VII or better for risks insured in Puerto Rico and an AM Best rating of A VIII for risks insured outside Puerto Rico.

	d)		Insurance deductibles or retentions shall not exceed one million dollars per insurance policy unless approved in writing by COMPANY and BPPR.

10.2

Indemnity . Each party (the “Indemnifying Party” ) hereby agrees to indemnify, defend, protect and hold harmless the other parties, their Affiliates and their respective Representatives, suppliers, Third Party information providers, sub-contractors and permitted assigns and successors in interest (collectively the “Indemnified Party” ) from and against any Losses incurred or suffered by, or asserted against, such Indemnified Party directly or indirectly in relation to or arising from: (a) subject to Section 2.3 of Exhibit C hereof with respect to any failure by EVERTEC to meet its Service Levels, any breach of this Master Agreement, including but not limited to any breach of representation or warranty, by the Indemnifying Party; (b) any claim brought by any Third Party against an Indemnified Party based on the Indemnifying Party’s use of the Services; (c) the Indemnified Party’s compliance with the Indemnifying Party’s Specifications or instructions; (d) acts or omissions of the Indemnifying Party and its Representatives in connection with the installation, maintenance, presence, use or removal of equipment or software not provided by the Indemnified Party; (e) claims for infringement of any Third Party Intellectual Property right, arising from the use of any Services or Systems not provided by the Indemnified Party; (f) the Indemnified Party’s

use of the Services, Intellectual Property or data supplied by the Indemnifying Party; and (g) claims against the Indemnified Party for damage to, or loss of use of property of Third Parties and/or injury or death of any person to the extent that such damage, injury or death is caused by the negligent act or omission of the Indemnifying Party.

10.3

Indemnification Procedures . With respect to claims covered by Section 10.2 above, the following procedures will apply:

	a)		Notice . Promptly after receipt by an Indemnified Party of notice of the commencement or threatened commencement of any civil, criminal, administrative or investigative action or proceeding involving a claim in respect of which the Indemnified Party will seek indemnification pursuant to this Article Ten, the Indemnified Party will notify the Indemnifying Party of such claim in writing. The failure of Indemnified Party to so notify an Indemnifying Party will relieve Indemnifying Party of its obligations under this Section to the extent that Indemnifying Party can demonstrate damages attributable to such failure. Within fifteen (15) days following receipt of written notice from the Indemnified Party relating to any claim, but no later than fifteen (15) days before the date on which any response to a complaint or summons is due, the Indemnifying Party will notify the Indemnified Party in writing if the Indemnifying Party elects to assume control of the defense and settlement of that claim (a “Notice of Election” ).

	b)		Procedure Following Notice of Election . If the Indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, the Indemnifying Party will be entitled to have sole control over the defense and settlement of such claim; provided that (i) the Indemnified Party will be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; and (ii) the Indemnifying Party will notify the Indemnified Party before ceasing to defend against such claim, and will not compromise or settle such claim without the Indemnified Party’s prior written consent if such compromise or settlement would impose a penalty or limitation upon the Indemnified Party, including, without limitation, an injunction or other equitable relief, or such compromise or settlement does not include the release of the Indemnified Party from all liability arising from or relating to such claim. After the Indemnifying Party has delivered a Notice of Election relating to any claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses incurred by the Indemnified Party in connection with the defense of that claim. In addition, the Indemnifying Party will not be required to indemnify the Indemnified Party for any amount paid or payable by the Indemnified Party in the settlement of any claim for which the Indemnifying Party has delivered a timely Notice of Election if such amount was agreed to without the written consent of the Indemnifying Party.

	c)		Procedure Where No Notice of Election Is Delivered . If the party which is the Indemnifying Party does not deliver a Notice of Election relating to any claim within the required notice period, the Indemnified Party will have the right to defend the claim in such manner as it may deem appropriate, and the failure of the Indemnifying Party to deliver such Notice of Election will not affect the indemnification obligations of such party under this Master Agreement.

	d)		Cooperation . When seeking indemnification, the Indemnified Party will at all times reasonably cooperate with the Indemnifying Party in the defense or settlement of any claim which is subject to this Article Ten.

	e)		Entitlement to Payment . In the event an Indemnifying Party elects not to assume control of the defense and settlement of that claim, the Indemnified Party will be entitled to payment by the Indemnifying Party upon the Indemnified Party’s settlement of the claim or the adjudication of liability, whichever first occurs.

10.4

Subrogation . In the event that a party will be obligated to indemnify another party pursuant to this Article Ten, the Indemnifying Party will, upon payment of such indemnity in full, be subrogated to all rights of the Indemnified Party with respect to the claims to which such indemnification relates. The Indemnified Party will reasonably cooperate with Indemnifying Party, including by the execution of appropriate documents, to enable the Indemnifying Party to receive the benefit of the right of subrogation outlined in this Section.

ARTICLE ELEVEN – SERVICES FOR CLIENTS

11.1

Scope of Services . EVERTEC acknowledges that the Services are intended to enable COMPANY, BPPR, and their respective Subsidiaries to manage effectively:

	a)		COMPANY, BPPR, and their respective Subsidiaries’ internal operations, and

	b)		COMPANY, BPPR, and their respective Subsidiaries’ performance and delivery of services and products for

COMPANY, BPPR, and their respective Subsidiaries’ respective Clients (hereinafter collectively referred to as the “Popular Services and Products” ).

11.2		Provided EVERTEC is given the opportunity to (i) coordinate with COMPANY and BPPR and approve the Specifications for the Services, COMPANY, BPPR or one of their respective Subsidiaries proposes to offer under a written agreement between COMPANY, BPPR, or one of their respective Subsidiaries and a Client that includes the provision of such Services ( “Client Agreements” ); and (ii) review and accept changes to any applicable operating manuals of COMPANY, BPPR, or their respective Subsidiaries that impact EVERTEC with respect to its provision of the Services, EVERTEC shall use Best Efforts to ensure that the Services are provided in a manner that allows COMPANY, BPPR, and their respective Subsidiaries to act in accordance with the corresponding Client Agreements and operating manuals for each of the Popular Services and Products. In the event that COMPANY, BPPR, or their respective Subsidiaries make any change to any Popular Service and Product that requires a change or modification to the Services, such change shall be processed and implemented pursuant to this Master Agreement.

11.3		Special Representations Regarding EVERTEC’s Performance of Services under Service Agreements with Governmental Agencies .

		In connection with any Client Agreement wherein the Client is a Governmental Authority of the Commonwealth of Puerto Rico, EVERTEC shall comply with the requirements set forth in Executive Order 1991-24 and Circular Letter 1300-25-98 of the Treasury Department, including but not limited to, certifying to the pertinent Governmental Agency that EVERTEC has filed its Puerto Rico income tax returns for the last five (5) years and has made the corresponding payments (or has entered into a payment plan).

11.4		Client Agreements .

	a)		EVERTEC will have no liability or obligation under any Client Agreement, whether through an outsourcing arrangement or through reselling of the Services, provided, however, that EVERTEC shall be responsible to COMPANY, BPPR, and their respective Subsidiaries for any Losses caused by a breach of any of its obligations under this Master Agreement. COMPANY, BPPR, and their respective Subsidiaries will have no authority to bind EVERTEC to any terms or conditions of the Service in connection with or as part of any Client Agreement, except as otherwise provided by the parties in writing.

	b)		EVERTEC agrees to assist COMPANY, BPPR, and their respective Subsidiaries with the investigation of any claims arising under a Client Agreement. Furthermore, EVERTEC will refer to COMPANY, BPPR, and their respective Subsidiaries any complaint that is received by EVERTEC, in which case, EVERTEC will be notified of the results of any investigation performed by COMPANY, BPPR, or their respective Subsidiaries within five (5) days following the receipt of the referral for investigation.

	c)		COMPANY, BPPR, and their respective Subsidiaries are responsible for any acts or omissions by Clients that, if performed by COMPANY, BPPR, and their respective Subsidiaries, would constitute a breach of this Master Agreement. COMPANY, BPPR, and their respective Subsidiaries are responsible for all fees and expenses that are payable to EVERTEC under this Master Agreement regardless if COMPANY, BPPR, and their respective Subsidiaries receive payment from the Client for the Services provided. Any charge-back or credit arrangements between COMPANY, BPPR, and their respective Subsidiaries and a Client are the responsibility of COMPANY, BPPR, and their respective Subsidiaries, and do not affect COMPANY, BPPR, and their respective Subsidiaries’ liability for the payment of such fees and expenses.

	d)		Notwithstanding any limit of liability herein, COMPANY hereby agrees to indemnify, defend, protect and hold harmless EVERTEC Indemnitee from and against any Losses incurred or suffered by, or asserted against, such EVERTEC Indemnitee directly or indirectly in relation to or arising from any claim brought by any Third Party against an EVERTEC Indemnitee based on (i) a Client’s use of the Services in a manner inconsistent with this Master Agreement; and (ii) any breach of a Client Agreement by COMPANY, BPPR, or their respective Subsidiaries or a Client to the extent such breach is not attributable to a breach of this Master Agreement by EVERTEC.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Master Agreement to be executed by their duly authorized Representatives as of the date first written above.

Popular, Inc.

EVERTEC, Inc.

By:

Name:

Title:

Banco Popular de Puerto Rico

By:

Name:

Richard R. Carrion

Title:

Chairman and CEO


New Exhibit to Merger Agreement		Exhibit from this Amendment
Exhibit 1.1(a)(M(7)) — Form of Amended and Restated Service Addendum – Remote Capture Services		Exhibit 1.1(a)(M(7)) — Form of Amended and Restated Service Addendum – Remote Capture Services

Exhibit 1.1(a)(P)(4) — Form of EVERPay Kiosk Service Addendum		Exhibit 1.1(a)(P)(4) — Form of EVERPay Kiosk Service Addendum

Exhibit 1.1(a)(P)(5) — Form of Fleet Card Services Addendum		Exhibit 1.1(a)(P)(5) — Form of Fleet Card Services Addendum

Exhibit 1.1(a)(P)(6) — Form of Fraud Monitoring Service Addendum		Exhibit 1.1(a)(P)(6) — Form of Fraud Monitoring Service Addendum

Exhibit 1.1(a)(X) — Form of Virgin Islands Services Agreement		Exhibit 1.1(a)(X) — Form of Virgin Islands Services Agreement

Exhibit 1.1(a)(Y) — Form of FCC Side Letter		Exhibit 1.1(a)(Y) — Form of FCC Side Letter

Exhibit 1.1(a)(Z) — Form of EVERTEC Certificate of Incorporation		Exhibit 1.1(a)(Z) — Form of EVERTEC Certificate of Incorporation

Exhibit 1.1(a)(ZZ) — Form of EVERTEC By-laws		Exhibit 1.1(a)(ZZ) — Form of EVERTEC By-laws

Exhibit 1.1(a)(ZZZ)(1) — Form of Apollo Consulting Agreement		Exhibit 1.1(a)(ZZZ)(1) — Form of Apollo Consulting Agreement

Exhibit 1.1(a)(ZZZ)(2) — Form of Popular Consulting Agreement		Exhibit 1.1(a)(ZZZ)(2) — Form of Popular Consulting Agreement

Exhibit 14 — Second MRA Amendment		Exhibit 14 — Second MRA Amendment

Exhibit 15 — BTA Amendment		Exhibit 15 — BTA Amendment

Exhibit 16 — BPPR IPTA Amendment		Exhibit 16 — BPPR IPTA Amendment

Exhibit 17 — Señorial Building Lease		Exhibit 17 — Señorial Building Lease