BankUnited, Inc. Sample Contracts

] Shares BANKUNITED, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • January 18th, 2011 • BankUnited, Inc. • Savings institution, federally chartered • New York

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as representatives (the “Representatives”) of the Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with BankUnited, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters (the “Underwriters”), including Morgan Stanley and Merrill Lynch, of shares (the “Shares”) of the common stock, par value $0.01 per share, of the Company (the “Common Stock”).

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VOTING AGREEMENT
Voting Agreement • October 28th, 2011 • BankUnited, Inc. • Savings institution, federally chartered • New York

VOTING AGREEMENT, dated as of June 2, 2011 (this “Agreement”), by and between BankUnited, Inc. (“Purchaser”), a Delaware corporation, and Barry Leistner (the “Shareholder”).

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PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF BANKUNITED, FSB CORAL GABLES, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and BANKUNITED DATED AS OF MAY 21, 2009
Purchase and Assumption Agreement • January 18th, 2011 • BankUnited, Inc. • Savings institution, federally chartered

THIS AGREEMENT, made and entered into as of the 21st day of May, 2009, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of BANKUNITED, FSB, CORAL GABLES, FLORIDA (the “Receiver”), BANKUNITED, a de novo federal savings association organized under the laws of the United States of America, and having its principal place of business in Coral Gables, Florida (the “Assuming Bank”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 16th, 2010 • BankUnited, Inc. • Savings institution, federally chartered • New York

EMPLOYMENT AGREEMENT (this “Agreement”) dated August 18, 2010 by and among BU Financial Holdings LLC, a Delaware limited liability company (“Holdings”), BU Financial Corporation, a Delaware corporation (“InterCo,” and together with Holdings, the “Company”), and John A. Kanas (“Executive”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 16th, 2010 • BankUnited, Inc. • Savings institution, federally chartered • New York

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated August 18, 2010 by and between BankUnited, a federally chartered thrift institution (“NewBank”) and John A. Kanas (“Executive”).

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BANKUNITED, INC. $400,000,000 4.875% SENIOR NOTES DUE 2025 UNDERWRITING AGREEMENT November 12, 2015
BankUnited, Inc. • November 17th, 2015 • Savings institution, federally chartered • New York

BankUnited, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), the principal amount of its debt securities set forth in Schedule I hereto (the “Securities”), to be issued under a senior indenture, to be dated on or about November 17, 2015 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), to be supplemented by a supplemental indenture, to be dated on or about November 17, 2015 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 31st, 2012 • BankUnited, Inc. • Savings institution, federally chartered • New York

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated August 29, 2012 by and between, BankUnited, a national banking association organized under the laws of the United States of America (“BankUnited”) and a wholly-owned subsidiary of BankUnited, Inc., a Delaware corporation (the “Company”), and John A. Kanas (“Executive”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 31st, 2012 • BankUnited, Inc. • Savings institution, federally chartered • New York

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated August 29, 2012 by and between BankUnited, Inc., a Delaware corporation (the “Company”), and Rajinder P. Singh (“Executive”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BU FINANCIAL HOLDINGS LLC DATED AS OF May 21, 2009
Limited Liability Company Agreement • January 18th, 2011 • BankUnited, Inc. • Savings institution, federally chartered • Delaware

This Amended and Restated Limited Liability Company Agreement of BU Financial Holdings LLC (the “Company”) is dated as of May 21, 2009, by and among the entities listed under the headings “WL Ross Members”, “Carlyle Members”, “Centerbridge Members” and “Blackstone Members” on Schedule A hereto (each, respectively, a “WL Ross Member,” “Carlyle Member,” “Centerbridge Member,” and “Blackstone Member” (which respective terms shall include their Affiliates who become members of the Company and are designated “Investor Members” after the date hereof in accordance with Section 3.9 of this Agreement) and, collectively, the “Investor Members,” which term shall also include such other Persons who become members of the Company and are designated “Investor Members” after the date hereof in accordance with Section 3.9 of this Agreement), John A. Kanas (“Kanas”), Rajinder P. Singh (“Singh”), John N. DiGiacomo (“DiGiacomo”) and John Bohlsen (“Bohlsen,” and collectively with Kanas, Singh and DiGiacomo

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10,307,197 Shares BANKUNITED, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • March 7th, 2014 • BankUnited, Inc. • Savings institution, federally chartered • New York
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9,000,000 Shares BANKUNITED, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • November 1st, 2013 • BankUnited, Inc. • Savings institution, federally chartered • New York

The undersigned understands that J.P. Morgan Securities LLC (“J.P. Morgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Morgan Stanley & Co. LLC (“Morgan Stanley”), as representatives (the “Representatives”) of the Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with BankUnited, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters (the “Underwriters”), including J.P. Morgan, Merrill Lynch, and Morgan Stanley of shares (the “Shares”) of the common stock, par value $0.01 per share, of the Company (the “Common Stock”).

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] Shares BANKUNITED, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • January 24th, 2011 • BankUnited, Inc. • Savings institution, federally chartered • New York

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as representatives (the “Representatives”) of the Underwriters (as defined below), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with BankUnited, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters (the “Underwriters”), including Morgan Stanley and Merrill Lynch, of shares (the “Shares”) of the common stock, par value $0.01 per share, of the Company (the “Common Stock”).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2016 • BankUnited, Inc. • Savings institution, federally chartered • New York

EMPLOYMENT AGREEMENT (this “Agreement”) dated February 2, 2016 by and between BankUnited, Inc., a Delaware corporation (the “Company”), and John A. Kanas (“Executive”).

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BANKUNITED, INC. FORM RESTRICTED SHARES AWARD AGREEMENT
Restricted Shares Award Agreement • November 8th, 2013 • BankUnited, Inc. • Savings institution, federally chartered • Delaware

THIS AGREEMENT (this “Agreement”), is made effective as of [ ] (the “Date of Grant”), by and between BankUnited, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”):

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Amendment No. 2 to the BankUnited Single Family Shared-Loss Agreement (as previously amended, the “SFLSA”) with the FDIC
Purchase and Assumption Agreement • January 18th, 2011 • BankUnited, Inc. • Savings institution, federally chartered

This Amendment No. 2 (the “Amendment”) is made and effective as of December 22, 2010 (the “Effective Date”), and amends the SFLSA between BankUnited and the FDIC as follows:

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • December 16th, 2010 • BankUnited, Inc. • Savings institution, federally chartered • Delaware

This Indemnification Agreement, dated as of [·] (this “Agreement”), is entered into by and between BankUnited, Inc., a Delaware corporation (the “Company”), and [·] (the “Indemnitee”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 16th, 2011 • BankUnited, Inc. • Savings institution, federally chartered • Delaware

This Indemnification Agreement, dated as of February 11, 2011 (this “Agreement”), is entered into by and between BankUnited, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).

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BANKUNITED, INC. $300,000,000 5.125% SUBORDINATED NOTES DUE 2030 UNDERWRITING AGREEMENT June 4, 2020
Underwriting Agreement • June 10th, 2020 • BankUnited, Inc. • Savings institution, federally chartered • New York

BankUnited, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), the principal amount of its debt securities set forth in Schedule I hereto (the “Securities”), to be issued under a subordinated debt securities indenture, to be dated on or about June 11, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), to be supplemented by a supplemental indenture, to be dated on or about June 11, 2020 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.

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JOINDER TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • January 24th, 2011 • BankUnited, Inc. • Savings institution, federally chartered • Delaware

This JOINDER to the Amended and Restated Limited Liability Company Agreement (this “Joinder”) of BU Financial Holdings LLC, a Delaware limited liability company (the “Company”), dated as of May 21, 2009 (as the same may be amended, supplement or modified from time to time, the “LLC Agreement”), is made and entered into as of July 15, 2009 (the “Effective Date”) by and between the Company and Rishi Bansal (the “New Member”).

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DIRECTOR NOMINATION AGREEMENT
Director Nomination Agreement • January 18th, 2011 • BankUnited, Inc. • Savings institution, federally chartered • Delaware

DIRECTOR NOMINATION AGREEMENT, dated as of , 2011 (this “Agreement”), by and among BankUnited, Inc., a Delaware corporation (the “Company”), John A. Kanas (“Kanas”) and the entities listed under the headings “WL Ross Group”, “Carlyle Group”, “Centerbridge Group” and “Blackstone Group” on Schedule A hereto (each, respectively, an “Investor Group”, which respective terms shall include Affiliates of the foregoing who receive any shares of Common Stock (as defined below) from any entity comprising a part of such respective Investor Group).

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FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2023 • BankUnited, Inc. • Savings institution, federally chartered

THIS FOURTH AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”), dated as of the 2nd day of May 2023 and retroactively effective to January 1, 2023, by and between BankUnited, Inc., a Delaware corporation (the “Company”), and Rajinder P. Singh (“Executive”), amends the Employment Agreement by and between the Company and Executive, dated as of February 2, 2016, as amended on May 6, 2016, January 4, 2017 and December 19, 2019 (the “Agreement”).

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BANKUNITED, INC. FORM OF THE EMPLOYMENT INDUCEMENT AWARD AGREEMENT
Employment Inducement Award Agreement • May 29th, 2013 • BankUnited, Inc. • Savings institution, federally chartered • Delaware

THIS AGREEMENT (this “Agreement”), is made effective as of [ ] (the “Date of Grant”), by and between BankUnited, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”):

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TERMINATION AGREEMENT AMONG FEDERAL DEPOSIT INSURANCE CORPORATION RECEIVER OF BANKUNITED, FSB CORAL GABLES, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and BANKUNITED DATED AS OF FEBRUARY 13, 2019
Termination Agreement • February 14th, 2019 • BankUnited, Inc. • Savings institution, federally chartered • Florida

THIS TERMINATION AGREEMENT (the “Agreement”), is made and entered into as of the 13th day of February, 2019, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION as RECEIVER OF BANKUNITED,FSB, CORAL GABLES, FLORIDA

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AMENDED AND RESTATED DIRECTOR NOMINATION AGREEMENT
Director Nomination Agreement • March 6th, 2012 • BankUnited, Inc. • Savings institution, federally chartered • Delaware

AMENDED AND RESTATED DIRECTOR NOMINATION AGREEMENT, dated as of February 29, 2012 (this “Agreement”), by and among BankUnited, Inc., a Delaware corporation (the “Company”), John A. Kanas (“Kanas”) and the entities listed under the headings “WL Ross Group”, “Carlyle Group”, “Centerbridge Group” and “Blackstone Group” on Schedule A hereto (each, respectively, an “Investor Group”, which respective terms shall include Affiliates of the foregoing who receive any shares of Common Stock (as defined below) or Preferred Stock (as defined below) from any entity comprising a part of such respective Investor Group).

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JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2012 • BankUnited, Inc. • Savings institution, federally chartered

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock beneficially owned by each of them of BankUnited, Inc., a Delaware Corporation. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

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DIRECTOR NOMINATION AGREEMENT
Director Nomination Agreement • March 31st, 2011 • BankUnited, Inc. • Savings institution, federally chartered • Delaware

DIRECTOR NOMINATION AGREEMENT, dated as of February , 2011 (this “Agreement”), by and among BankUnited, Inc., a Delaware corporation (the “Company”), John A. Kanas (“Kanas”) and the entities listed under the headings “WL Ross Group”, “Carlyle Group”, “Centerbridge Group” and “Blackstone Group” on Schedule A hereto (each, respectively, an “Investor Group”, which respective terms shall include Affiliates of the foregoing who receive any shares of Common Stock (as defined below) from any entity comprising a part of such respective Investor Group).

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BANKUNITED, INC. as Company, and as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 11, 2020 to INDENTURE Dated as of June 11, 2020
First Supplemental Indenture • June 11th, 2020 • BankUnited, Inc. • Savings institution, federally chartered • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of June 11, 2020 (this “Supplemental Indenture”), between BankUnited, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

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MERGER AGREEMENT by and between BANKUNITED, INC. and HERALD NATIONAL BANK Dated as of June 2, 2011
Merger Agreement • June 8th, 2011 • BankUnited, Inc. • Savings institution, federally chartered • New York

MERGER AGREEMENT, dated as of June 2, 2011 (this “Agreement”), by and between BankUnited, Inc., a Delaware corporation (“Purchaser”), and Herald National Bank, a national banking association (the “Bank”).

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Amendment No. 1 to the BankUnited Single Family Shared-Loss Agreement (the “SFLSA”) with the FDIC
BankUnited, Inc. • January 10th, 2011 • Savings institution, federally chartered

This Amendment No. 1 (the “Amendment”) is made and effective as of November 2, 2010 (the “Effective Date”), and amends the SFLSA between BankUnited and the FDIC as follows:

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SUPPLEMENTAL WARRANT AGREEMENT
Supplemental Warrant Agreement • March 6th, 2012 • BankUnited, Inc. • Savings institution, federally chartered • New York

This SUPPLEMENTAL WARRANT AGREEMENT (this “Agreement”), dated as of February 29, 2012, is made by and between BankUnited, Inc., a Delaware corporation (“Purchaser”), and Herald National Bank, formerly Heritage Bank, N.A., a national banking association (the “Bank”).

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EXCHANGE AGREEMENT
Exchange Agreement • March 6th, 2012 • BankUnited, Inc. • Savings institution, federally chartered • New York

This EXCHANGE AGREEMENT (the “Agreement”) is made this 29th day of February, 2012, by and among BANKUNITED, INC., a Delaware corporation (the “Company”), and BLACKSTONE CAPITAL PARTNERS V L.P., a Delaware limited partnership, BLACKSTONE CAPITAL PARTNERS V-AC L.P., a Delaware limited partnership, BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V L.P., a Delaware limited partnership, and BLACKSTONE PARTICIPATION PARTNERSHIP V, L.P., a Delaware limited partnership (each, an “Investor” and, together, the “Investors”).

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 4th, 2017 • BankUnited, Inc. • Savings institution, federally chartered

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), dated as of the 4th day of January 2017, by and between BankUnited, Inc., a Delaware corporation (the "Company"), and Rajinder P. Singh ("Executive"), amends the Employment Agreement by and between the Company and Executive, dated as of February 2, 2016, as amended on May 6, 2016 (the "Agreement").

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BANKUNITED, INC. as Company, and U.S. BANK NATIONAL ASSOCIATION, as Trustee ______________ FIRST SUPPLEMENTAL INDENTURE Dated as of November 17, 2015 to INDENTURE Dated as of November 17, 2015 ______________ 4.875% Senior Notes due 2025
BankUnited, Inc. • November 17th, 2015 • Savings institution, federally chartered • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of November 17, 2015 (this “Supplemental Indenture”), between BankUnited, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

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AGREEMENT AND GENERAL RELEASE
Agreement and General Release • January 6th, 2014 • BankUnited, Inc. • Savings institution, federally chartered • Florida

This Agreement and General Release (“Agreement”) is entered into as of the 11th day of December, 2013 (the “Effective Date”) by and between Randy Melby (hereinafter, “Employee”) and BankUnited, N.A. a national banking association (hereinafter, the “Company”).

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THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 19th, 2019 • BankUnited, Inc. • Savings institution, federally chartered

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of the 19th day of December 2019, by and between BankUnited, Inc., a Delaware corporation (the “Company”), and Rajinder P. Singh (“Executive”), amends the Employment Agreement by and between the Company and Executive, dated as of February 2, 2016, as amended on May 6, 2016 and January 4, 2017 (the “Agreement”).

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