AGREEMENT
THIS AGREEMENT (this Agreement) is entered into as of this
31st day of October, 2018 (the Effective Date), by and among Alan B. Levan, a natural person (ABL). Florida Partners Corporation, a Florida corporation
(Florida Partners). Levan BFC Stock Partners LP, a Delaware limited partnership (BFC Stock Partners). Levan Partners, LLC, a Florida limited liability company (Levan Partners and collectively
with ABL, Florida Partners and BFC Stock Partners, the Grantors), and Jarett S. Levan, a natural person (JSL).
RECITALS
WHEREAS, ABL is the Chairman and Chief Executive Officer of BBX Capital Corporation, a Florida Corporation (BBX
Capital), formerly known as BFC Financial Corporation;
WHEREAS, ABL may be deemed to control Florida Partners,
Levan Partners and Levan BFC Stock Partners;
WHEREAS, ABL is the father of JSL;
WHEREAS, certain of the Grantors and JSL are parties to that certain Stock Option Agreement, dated as of November 2, 2013
(the Stock Option Agreement), and all other parties to the Stock Option Agreement have been dissolved;
WHEREAS, the parties desire to terminate the Stock Option Agreement; and
WHEREAS, by Memorandum dated September 15, 2014 (the Memorandum) entered into by ABL and JSL, JSL, among
other things, granted ABL a proxy to vote all of the shares of BBX Capitals Class B Common Stock, $0.01 par value per share (BBX Capital Class B Common Stock) directly or indirectly beneficially owned
or otherwise controlled by him by way of a proxy or otherwise, and ABL and JSL wish to amend the Memorandum as set forth herein for the voting of shares of BBX Capital Class B Common Stock and other Class B Shares (as hereinafter defined)
beneficially owned or controlled by them and for the disposition of the Class B Shares in certain events.
NOW,
THEREFORE, in consideration of and subject to the mutual agreements, terms and conditions herein contained, the parties hereby agree as follows:
1. Termination of Stock Option Agreement. The Stock Option Agreement is hereby terminated and is of no further force or effect.
2. Amendment and Effectiveness of Memorandum. Section 3.1 of the Memorandum is hereby amended to increase the minimum
number of BBX Capital Class B Common Stock shares required to be owned by JSL to 1,000,000 shares. ABL and JSL agree that the Memorandum shall be and hereby is amended only as expressly set forth herein and, subject to such amendments, shall
remain in full force and effect. In the event of a conflict between the provisions of the Memorandum and the provisions of this Agreement, the provisions of this Agreement shall control with respect to such conflict.
3. Death or Disability of ABL. By the execution of this Agreement, effective upon the death or Disability (as hereinafter defined)
of ABL, each Grantor hereby appoints and constitutes JSL as the proxy of such Grantor to vote or direct the voting of any shares of BBX Capital Class B Common Stock including ABLs RSAs of Class B Common Stock entitled to vote or any
shares issued based on the ownership or in exchange for such BBX Capital Class B Common Stock (the Class B Shares) held by such Grantor. For the avoidance of doubt, the proxy granted pursuant to
this Section 3 shall not be deemed to confer any rights or powers on or to JSL with respect to the Class B Shares held by the Grantors other than the power to vote or direct the voting of such shares following ABLs
death or Disability; it being expressly understood that nothing herein shall limit or restrict in any way the conversion and sale of such shares at any time. The Grantors may at any time in their sole discretion convert the shares of BBX Capital
Class B Common Stock into shares of BBX Capitals Class A Common Stock and sell such shares. Grantors shall not sell Class B Shares without first converting the shares to BBX Class A Common Stock. Notwithstanding anything
herein to the contrary, the parties agree and acknowledge that JSL may serve as executor of ABLs estate and as Trustee of Trusts established as part of ABLs estate planning and take such actions as necessary to meet his responsibilities
in such capacities.