BANKUNITED FINANCIAL CORPORATION and THE BANK OF NEW YORK as Purchase Contract Agent and THE BANK OF NEW YORK as Collateral Agent, Custodial Agent and Securities Intermediary PURCHASE CONTRACT AND PLEDGE AGREEMENTPurchase Contract and Pledge Agreement • April 25th, 2007 • Bankunited Financial Corp • Savings institution, federally chartered • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of April 25, 2007, among BANKUNITED FINANCIAL CORPORATION, a Florida corporation (the “Company”), THE BANK OF NEW YORK, a New York banking corporation, acting as purchase contract agent for, and for purposes of the Pledge created hereby as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), The Bank of New York, as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).
BANKUNITED FINANCIAL CORPORATION FORM OF REMARKETING AGREEMENTForm of Remarketing Agreement • April 25th, 2007 • Bankunited Financial Corp • Savings institution, federally chartered • New York
REMARKETING AGREEMENT, dated as of [ ], 2010 (the “Agreement”) by and between BankUnited Financial Corporation, a Florida corporation (the “Company”), and [ ] (the “Remarketing Agent”), and acknowledged by The Bank of New York, not individually but solely as Purchase Contract Agent (the “Purchase Contract Agent”) and as attorney-in-fact of the Holders of Purchase Contracts (as defined in the Purchase Contract and Pledge Agreement (as defined herein)).
BANKUNITED FINANCIAL CORPORATION UNDERWRITING AGREEMENT April 19, 2007Underwriting Agreement • April 25th, 2007 • Bankunited Financial Corp • Savings institution, federally chartered • New York
BankUnited Financial Corporation, a corporation organized and existing under the laws of Florida (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”) an aggregate of 3,200,000 HiMEDS Units of the Company (the “Equity Units”), the terms of which are identified in Schedule II, and with respect to the grant by the Company to the Underwriters of the option described in Section 2(b) hereof to purchase all or any part of the Option Securities (as defined below). The aforesaid 3,200,000 Equity Units (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 480,000 Equity Units subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities”.
