0001193125-04-086305 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 12th, 2004 • Bankunited Financial Corp • Savings institution, federally chartered • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of February 27, 2004, by and between BankUnited Financial Corporation, a Florida corporation (the “Company”) and Bear Stearns & Co. Inc. and the other Initial Purchasers named in the Purchase Agreement referred to below (collectively, the “Initial Purchasers”), for whom Bear Stearns & Co. Inc. is acting as representative, pursuant to that certain Purchase Agreement, dated as of February 24, 2004 (the “Purchase Agreement”), between the Company and the Initial Purchasers.

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100,000,000 Principal Amount BANKUNITED FINANCIAL CORPORATION due 2034 PURCHASE AGREEMENT
Purchase Agreement • May 12th, 2004 • Bankunited Financial Corp • Savings institution, federally chartered • New York

BankUnited Financial Corporation, a Florida corporation, (the “Company”), proposes to issue and sell to the initial purchasers named in Schedule A hereto (the “Initial Purchasers”) $100,000,000 aggregate principal amount of its 3.125% Convertible Senior Notes due 2034 (the “Firm Notes”). In addition, the Company proposes to grant to the Initial Purchasers the option to purchase from the Company up to an additional $20,000,000 aggregate principal amount of the Company’s 3.125% Convertible Senior Notes due 2034 (the “Additional Notes”). The Firm Notes and the Additional Notes are hereinafter collectively sometimes referred to as the “Notes.”

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