AMENDED AND RESTATED DIRECTOR NOMINATION AGREEMENTDirector 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).
SUPPLEMENTAL WARRANT AGREEMENTSupplemental 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”).
EXCHANGE AGREEMENTExchange 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”).
STOCK WARRANT AGREEMENTStock Warrant Agreement • March 6th, 2012 • BankUnited, Inc. • Savings institution, federally chartered • New York
This Stock Warrant Agreement (“Agreement”) is executed as of this 24th day of November, 2008 by Heritage Bank, N.A., a national banking association (“Bank”), in favor of the persons listed on Exhibit A (each, an “Initial Holder”), in accordance with the terms and subject to the conditions set forth in this Agreement.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2012 • BankUnited, Inc. • Savings institution, federally chartered • New York
This Amendment No. 1 is dated as of February 29, 2012 (this “Amendment”) to the Registration Rights Agreement (as amended from time to time, the “Registration Rights Agreement”), dated as of February 2, 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, 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 Coinvestment, L.P., a Delaware limited partnership, and Carlyle Financial Services BU, L.P., a Delaware limited partnership, Centerbridge Capital Partners, L.P., a Delaware limited partnership, Centerbridge Capital Par
