] Shares BANKUNITED, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting 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”).
JOINDER TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTJoinder to the 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2011 • BankUnited, Inc. • Savings institution, federally chartered • New York
This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of , 2011, by and among BankUnited, Inc., a Delaware corporation (the “Company”), WLR Recovery Fund IV, L.P., a Delaware limited partnership, WLR IV Parallel ESC, L.P., a Delaware limited partnership, and WLR/GS Master Co-Investment, L.P., a Delaware limited partnership (each, respectively, a “WL Ross Stockholder”), Carlyle Partners V, L.P., a Delaware limited partnership, Carlyle Partners V-A, L.P., a Delaware limited partnership, CP V Coinvestment A, L.P., a Delaware limited partnership, CP V Coinvestment B, L.P., a Delaware limited partnership, Carlyle Strategic Partners II, L.P., a Delaware limited partnership, CSP II Co-Investment, L.P., a Delaware limited partnership, and Carlyle Financial Services BU, L.P., a Delaware limited partnership (each, respectively, a “Carlyle Stockholder”), Centerbridge Capital Partners, L.P., a Delaware limited partnership, Centerbridge Capital Partners SBS
