] Shares BANKUNITED, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting 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”).
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, 2009Purchase 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”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BU FINANCIAL HOLDINGS LLC DATED AS OF May 21, 2009Limited 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
Amendment No. 2 to the BankUnited Single Family Shared-Loss Agreement (as previously amended, the “SFLSA”) with the FDICPurchase 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:
DIRECTOR NOMINATION AGREEMENTDirector 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).
Amendment No. 1 to the BankUnited Single Family Shared-Loss Agreement (the “SFLSA”) with the FDICPurchase and Assumption Agreement • January 18th, 2011 • BankUnited, Inc. • 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:
