Common use of Authorization; No Violation Clause in Contracts

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly and validly authorized unanimously by the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s articles of incorporation, by-laws, the WBCL, or any Applicable Law, court order or decree to which the Company or a Company Subsidiary is a party or subject, or by which the Company or a Company Subsidiary, or any of their respective properties are bound, and no other action on the part of the Company or a Company Subsidiary is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, other than the requisite approval of this Agreement and the Merger by the shareholders of the Company (the “Company Shareholder Approval”). This Agreement, when executed and delivered, and subject to the consents and regulatory approvals described in Section 2.5, will be a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and hereby.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by BFC, Woodbridge and Merger Sub and the performance consummation of the Company’s obligations hereunder Merger and other transactions contemplated hereby have been duly and validly authorized unanimously by all necessary corporate or limited liability company, as applicable, action on the part of BFC, Woodbridge and Merger Sub, and no other corporate or limited liability company action on the part of BFC, Woodbridge or Merger Sub is necessary (other than the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA). Subject to the terms and conditions of this Agreement and assuming due and valid authorization, execution and delivery hereof by the Board other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Directors BFC, Woodbridge and Merger Sub, enforceable against each of them in accordance with its terms, except as limited by (i) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery or performance of this Agreement by BFC, Woodbridge or Merger Sub, nor the consummation of the Company Merger or other transactions contemplated hereby, nor the compliance by BFC, Woodbridge and Merger Sub with any of the provisions of this Agreement, will: (a) violate, conflict with, or result in a breach of any of the “Company Board”)provisions of, and do not violate or conflict constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the Company’s termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of BFC or any Subsidiary of BFC under any of the terms, conditions or provisions of (I) the articles of incorporation, by-laws, the WBCLincorporation or bylaws, or other equivalent organizational documents, of BFC or any Applicable Law, court order of its Subsidiaries or decree (II) any Purchaser Material Contract; (b) violate any Law or any Order applicable to which the Company BFC or a Company Subsidiary is a party or subject, or by which the Company or a Company Subsidiary, any of its Subsidiaries or any of their respective properties are boundor assets; or (c) require any filing, declaration or registration by BFC or any of its Subsidiaries with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act (including, without limitation, the filing of the Schedule 13E-3, and no the information required thereby in the Bluegreen Proxy Statement, and such other action on reports and filings with the part of SEC under the Company or a Company Subsidiary is necessary to authorize the execution and delivery by the Company of Exchange Act as may be required in connection with this Agreement and the consummation by it of the transactions contemplated hereby), other than (ii) any filings as may be required under the requisite approval of this Agreement MBCA and the FBCA in connection with the Merger, including, without limitation, the Massachusetts Articles of Merger and the Florida Articles of Merger, (iii) any filings as may be required by the shareholders HSR Act and (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of the Company clauses (the “Company Shareholder Approval”a)(II). This Agreement, when executed and delivered(b) or (c), and subject where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to the consents and regulatory approvals described in Section 2.5make such filings, will declarations or applications or obtain such permission, determination, waiver, authorization, consent or approval could not reasonably be expected to have a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and herebyPurchaser Material Adverse Effect.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Bluegreen and the performance consummation of the Company’s obligations hereunder transactions contemplated hereby have been duly and validly authorized unanimously by all necessary corporate action on the part of Bluegreen, and no other corporate action on the part of Bluegreen is necessary (other than the approval of this Agreement by the Board of Directors holders of the Company (Bluegreen Common Stock and the “Company Board”filing of the Massachusetts Articles of Merger pursuant to the MBCA and the Florida Articles of Merger pursuant to the FBCA), and, subject to the terms and do not violate conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Bluegreen, enforceable against it in accordance with its terms, except as limited by (i) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither the execution, delivery and performance of this Agreement by Bluegreen, nor the consummation of the transactions contemplated hereby, nor the compliance by Bluegreen with any of the provisions of this Agreement, will: (a) violate, conflict with the Company’s articles of incorporation, by-laws, the WBCLwith, or result in a breach of any Applicable Law, court order or decree to which of the Company or a Company Subsidiary is a party or subjectprovisions of, or by which constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the Company termination of, or accelerate the performance required by, or result in a Company Subsidiaryright of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen or any Subsidiary of Bluegreen under any of the terms, conditions or provisions of (I) the Articles of Organization or Bylaws (or analogous organizational documents) of Bluegreen or any of its Subsidiaries or (II) any Bluegreen Material Contract; (b) violate any Law or any Order applicable to Bluegreen or any of its Subsidiaries or any of their respective properties are boundor assets; or (c) require any filing, and no other action on the part declaration or registration by Bluegreen with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (w) compliance with any applicable requirements of the Company Securities Act or a Company Subsidiary is necessary to authorize the execution Exchange Act (including, without limitation, the filing of the Bluegreen Proxy Statement, the Schedule 13E-3 and delivery by such other reports under Section 13(a) or 15(d) of the Company of Exchange Act with the SEC as may be required in connection with this Agreement and the consummation by it of the transactions contemplated hereby), other than (x) any filings as may be required under the requisite approval of this Agreement MBCA and the FBCA in connection with the Merger, including, without limitation, the Massachusetts Articles of Merger and the Florida Articles of Merger, (y) any filings as may be required by the shareholders HSR Act and (z) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of the Company clauses (the “Company Shareholder Approval”a)(II). This Agreement, when executed and delivered(b) or (c), and subject where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to the consents and regulatory approvals described in Section 2.5, will make such filings or applications could not reasonably be expected to have a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and herebyBluegreen Material Adverse Effect.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Lxxxxx and the performance consummation of the Company’s obligations hereunder transactions contemplated hereby have been duly and validly authorized unanimously by the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s articles of incorporation, by-laws, the WBCL, or any Applicable Law, court order or decree to which the Company or a Company Subsidiary is a party or subject, or by which the Company or a Company Subsidiary, or any of their respective properties are bound, and no other all necessary corporate action on the part of Lxxxxx, and no other corporate action on the Company or a Company Subsidiary part of Lxxxxx is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, (other than the requisite approval of this Agreement and the Merger by the shareholders holders of Lxxxxx Capital Stock and the filing of the Company (Articles of Merger pursuant to the “Company Shareholder Approval”FBCA). This Agreement, when executed and deliveredand, and subject to the consents terms and regulatory approvals described in Section 2.5conditions of this Agreement and assuming due and valid authorization, will be a validexecution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding and enforceable obligation of the CompanyLxxxxx, subject to applicable enforceable against it in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, moratorium or fraudulent conveyance laws and other similar laws affecting creditors generally creditors’ rights generally, and to (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The only votes Except as set forth on Schedule 5.3, neither the execution, delivery and performance of holders this Agreement by Lxxxxx, nor the consummation of the transactions contemplated hereby, nor the compliance by Lxxxxx with any of the provisions of this Agreement, will: (a) violate, conflict with, or result in a breach of any class of the provisions of, or series constitute a default (or an event which, with notice or lapse of Company capital stock necessary time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Lxxxxx or any Subsidiary of Lxxxxx under any of the terms, conditions or provisions of (i) the Articles of Incorporation or Bylaws (or analogous organizational documents) of Lxxxxx or any of its Subsidiaries or (ii) any Lxxxxx Material Contract; (b) violate any Law or any Order applicable to approve Lxxxxx or any of its Subsidiaries or any of their respective properties or assets or (c) require any filing, declaration or registration by Lxxxxx with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act or the Exchange Act (including the filing of (A) the Registration Statement and the Joint Proxy Statement/Prospectus and (B) such reports under Section 13(a) or 13(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the Merger are transactions contemplated hereby); (ii) any filings as may be required under the holders of at least a majority of FBCA in connection with the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this AgreementMerger, including, without limitation, the Voting Agreement Articles of Merger, (iii) filings and applications required by the NYSE, (iv) any filings as may be required by the HSR Act and (v) such filings and approvals as may be required by any applicable state securities, blue sky or any takeover Laws, except in the case of the transactions contemplated thereby and herebyclauses (a)(ii), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, lien, security interest, charge, encumbrance or failure to make such filings or applications could not reasonably be expected to have a Material Adverse Effect on Lxxxxx.

Authorization; No Violation. (a) The Company has full power Subject to the receipt of the Required BBX Capital Shareholder Vote and authority the filing of the Articles of Merger pursuant to execute the FBCA and deliver this Agreement and to consummate FRLLCA, the transactions contemplated hereby. The execution and delivery of this Agreement by BBX Capital and the performance consummation of the Company’s obligations hereunder transactions contemplated hereby have been duly and validly authorized unanimously by all necessary corporate action on the Board part of Directors BBX Capital, and no other corporate action on the part of BBX Capital is necessary in connection with the execution and delivery of this Agreement by BBX Capital or the consummation of the Company transactions contemplated hereby. Subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by each of BFC and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of BBX Capital, enforceable against BBX Capital in accordance with its terms, except as limited by (the “Company Board”)x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and do not violate (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery or performance of this Agreement by BBX Capital, nor the consummation of the transactions contemplated hereby, nor the compliance by BBX Capital with any of the provisions of this Agreement, will: (a) violate, conflict with the Company’s articles of incorporation, by-laws, the WBCLwith, or result in a breach of any Applicable Law, court order or decree to which of the Company or a Company Subsidiary is a party or subjectprovisions of, or by which constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the Company termination of, or accelerate the performance required by, or result in a Company Subsidiaryright of termination or acceleration, or the creation of any Lien upon any of the properties or assets of BBX Capital or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the Articles of Incorporation or Bylaws (or analogous organizational documents) of BBX Capital or any of its Subsidiaries or (ii) any BBX Capital Material Contract; (b) violate any Law or any Order applicable to BBX Capital or any of its Subsidiaries or any of their respective properties are boundor assets; or (c) require any filing, declaration or registration by BBX Capital or any Subsidiary of BBX Capital with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of (A) the Schedule 13E-3 and no other action on the proxy statement of BBX Capital which will form a part of the Company Registration Statement and (B) such reports under Section 13(a) or a Company Subsidiary is necessary to authorize 15(d) of the execution and delivery by Exchange Act with the Company of SEC as may be required in connection with this Agreement and the consummation by it of the transactions contemplated hereby), other than (ii) any filings as may be required under the requisite approval FBCA or FRLLCA in connection with the Merger, including, without limitation, the Articles of this Agreement and the Merger Merger, (iii) any filings as may be required by the shareholders of the Company (the “Company Shareholder Approval”). This Agreement, when executed and deliveredHSR Act, and subject (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(ii), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to the consents and regulatory approvals described in Section 2.5, will make such filings or applications could not reasonably be expected to have a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and herebyBBX Capital Material Adverse Effect.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the execution and delivery of the Amended Articles Supplementary. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly and validly authorized unanimously by the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s articles Articles of incorporationIncorporation, by-lawsbylaws, the WBCLMaryland Act, or any Applicable Lawapplicable law, court order or decree to which the Company or a any of the Company Subsidiary Subsidiaries is a party or subject, or by which the Company or a any of the Company Subsidiary, Subsidiaries or any of their respective properties are bound, and no other action on the part of the Company or a Company Subsidiary is necessary to authorize (i) the execution and delivery by the Company of this Agreement and (ii) the consummation by it of the transactions contemplated hereby, other than the requisite approval of the Merger by the stockholders of the Company. The execution and delivery of this Agreement and the Merger by the shareholders performance of the Company (Company’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which the “Company Shareholder Approval”)Company, the Bank, the Trust Subsidiary, the Bank Subsidiary or any of their respective properties are bound. This Agreement, when executed and delivered, and subject to the consents and regulatory approvals described in Section 2.5, will be a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and hereby.

Authorization; No Violation. (a) The Company has full power and authority Except to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The extent described herein, the execution and delivery of this Agreement by BFC and Merger Sub and the performance consummation of the Company’s obligations hereunder transactions contemplated hereby have been duly and validly authorized unanimously by all necessary corporate action on the part of BFC and all necessary limited liability company action on the part of Merger Sub, and no other corporate or limited liability company action on the part of BFC or Merger Sub, respectively, is necessary (other than the filing of the Florida Certificate of Merger pursuant to the FBCA, the filing of the Massachusetts Articles of Merger pursuant to the MBCA and the approval by BFC’s shareholders of the transactions contemplated hereby), and, subject to the terms and conditions of this Agreement and assuming due and valid authorization, execution and delivery hereof by the Board other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Directors BFC and Merger Sub, enforceable against each of them in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery or performance of this Agreement by BFC or Merger Sub, nor the consummation of the Company transactions contemplated hereby, nor the compliance by BFC and Merger Sub with any of the provisions of this Agreement, will: (the “Company Board”)a) violate, and do not violate or conflict with the Company’s articles of incorporation, by-laws, the WBCLwith, or result in a breach of any Applicable Law, court order or decree to which of the Company or a Company Subsidiary is a party or subjectprovisions of, or by which constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the Company termination of, or accelerate the performance required by, or result in a Company Subsidiaryright of termination or acceleration, or the creation of any Lien upon any of the properties or assets of BFC or any Subsidiary of BFC under any of the terms, conditions or provisions of (i) the Articles of Incorporation or Bylaws (or analogous organizational documents) of BFC or any of its Subsidiaries or (ii) any BFC Material Contract; (b) violate any Law or any Order applicable to BFC or any of its Subsidiaries or any of their respective properties are boundor assets; or (c) require any filing, and no other action on the part declaration or registration by BFC or any Subsidiary of BFC, or Merger Sub, with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Company Securities Act or a Company Subsidiary is necessary to authorize the execution Exchange Act (including, without limitation, the filing of (A) the Registration Statement and delivery by the Company Joint Proxy Statement/Prospectus and (B) such reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the consummation by it of the transactions contemplated hereby), other than (ii) any filings as may be required under the requisite approval of this Agreement FBCA and the MBCA in connection with the Merger, including, without limitation, the Florida Certificate of Merger and the Massachusetts Articles of Merger, (iii) any filings as may be required by the shareholders HSR Act, (iv) any filing of a listing application \ with a national securities exchange (or an inter-dealer quotation system of a registered national securities association) with respect to the Company (the “Company Shareholder Approval”). This Agreement, when executed and deliveredBFC Class A Common Stock, and subject (v) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(ii), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to the consents and regulatory approvals described in Section 2.5, will make such filings or applications could not reasonably be expected to have a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and herebyMaterial Adverse Effect on BFC.

Authorization; No Violation. (a) The Company has full power and authority Except to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The extent described herein, the execution and delivery of this Agreement by BFC and Merger Sub and the performance consummation of the Company’s obligations hereunder transactions contemplated hereby have been duly and validly authorized unanimously by all necessary corporate action on the part of BFC and Merger Sub, and no other corporate action on the part of BFC or Merger Sub is necessary (other than the filing of the Articles of Merger pursuant to the FBCA and the approval by BFC’s shareholders of the transactions contemplated hereby), and, subject to the terms and conditions of this Agreement and assuming due and valid authorization, execution and delivery hereof by the Board other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Directors BFC and Merger Sub, enforceable against each of them in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery and performance of this Agreement by BFC or Merger Sub, nor the consummation of the Company transactions contemplated hereby, nor the compliance by BFC and Merger Sub with any of the provisions of this Agreement, will: (the “Company Board”)a) violate, and do not violate or conflict with the Company’s articles of incorporation, by-laws, the WBCLwith, or result in a breach of any Applicable Law, court order or decree to which of the Company or a Company Subsidiary is a party or subjectprovisions of, or by which constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the Company termination of, or accelerate the performance required by, or result in a Company Subsidiaryright of termination or acceleration, or the creation of any Lien upon any of the properties or assets of BFC or any Subsidiary of BFC under any of the terms, conditions or provisions of (i) the Articles of Incorporation or Bylaws (or analogous organizational documents) of BFC or any of its Subsidiaries or (ii) any BFC Material Contract, (b) violate any Law or any Order applicable to BFC or any of its Subsidiaries or any of their respective properties are boundor assets or (c) require any filing, and no other action on the part declaration or registration by BFC, any Subsidiary of BFC or Merger Sub with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Company Securities Act or a Company Subsidiary is necessary to authorize the execution Exchange Act (including the filing of (A) the Registration Statement and delivery by the Company Joint Proxy Statement/Prospectus and (B) such reports under Section 13(a) or 13(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the consummation by it of the transactions contemplated hereby), other than (ii) any filings as may be required under the requisite approval FBCA in connection with the Merger, including, without limitation, the Articles of this Agreement Merger, (iii) filings and the Merger applications required by NYSE Arca, (iv) any filings as may be required by the shareholders HSR Act and (v) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws, except in the case of the Company clauses (the “Company Shareholder Approval”a)(ii). This Agreement, when executed and delivered(b) or (c), and subject where such violation, conflict, breach, default, termination, acceleration, lien, security interest, charge, encumbrance or failure to the consents and regulatory approvals described in Section 2.5, will make such filings or applications could not reasonably be expected to have a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and herebyMaterial Adverse Effect on BFC.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Woodbridge and the performance consummation of the Company’s obligations hereunder transactions contemplated hereby have been duly and validly authorized unanimously by all necessary corporate action on the part of Woodbridge, and no other corporate action on the part of Woodbridge is necessary (other than the approval of this Agreement by the Board holders of Directors Woodbridge Capital Stock and the filing of the Company (Articles of Merger pursuant to the “Company Board”FBCA), and, subject to the terms and do not violate conditions of this Agreement and assuming due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Woodbridge, enforceable against it in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither the execution, delivery and performance of this Agreement by Woodbridge, nor the consummation of the transactions contemplated hereby, nor the compliance by Woodbridge with any of the provisions of this Agreement, will: (a) violate, conflict with the Company’s articles of incorporation, by-laws, the WBCLwith, or result in a breach of any Applicable Law, court order or decree to which of the Company or a Company Subsidiary is a party or subjectprovisions of, or by which constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the Company termination of, or accelerate the performance required by, or result in a Company Subsidiaryright of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Woodbridge or any Subsidiary of Woodbridge under any of the terms, conditions or provisions of (i) the Articles of Incorporation or Bylaws (or analogous organizational documents) of Woodbridge or any of its Subsidiaries or (ii) any Woodbridge Material Contract; (b) violate any Law or any Order applicable to Woodbridge or any of its Subsidiaries or any of their respective properties are boundor assets or (c) require any filing, and no other action on the part declaration or registration by Woodbridge with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Company Securities Act or a Company Subsidiary is necessary to authorize the execution Exchange Act (including the filing of (A) the Registration Statement and delivery by the Company Joint Proxy Statement/Prospectus and (B) such reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the consummation by it of the transactions contemplated hereby); (ii) any filings as may be required under the FBCA in connection with the Merger, other than including, without limitation, the requisite approval Articles of this Agreement and the Merger Merger, (iii) any filings as may be required by the shareholders HSR Act and (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws, except in the case of the Company clauses (the “Company Shareholder Approval”a)(ii). This Agreement, when executed and delivered(b) or (c), and subject where such violation, conflict, breach, default, termination, acceleration, lien, security interest, charge, encumbrance or failure to the consents and regulatory approvals described in Section 2.5, will make such filings or applications could not reasonably be expected to have a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and herebyMaterial Adverse Effect on Woodbridge.

Authorization; No Violation. (a) The Company has full power and authority Except to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The extent described herein, the execution and delivery of this Agreement by BFC and Merger Sub and the performance consummation of the Company’s obligations hereunder transactions contemplated hereby have been duly and validly authorized unanimously by all necessary corporate action on the part of BFC and all necessary limited liability company action on the part of Merger Sub, and no other corporate or limited liability company action on the part of BFC or Merger Sub, respectively, is necessary (other than the filing of the Articles of Merger pursuant to the FBCA and the approval by BFC’s shareholders of the transactions contemplated hereby), and, subject to the terms and conditions of this Agreement and assuming due and valid authorization, execution and delivery hereof by the Board other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Directors BFC and Merger Sub, enforceable against each of them in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery and performance of this Agreement by BFC or Merger Sub, nor the consummation of the Company transactions contemplated hereby, nor the compliance by BFC and Merger Sub with any of the provisions of this Agreement, will: (the “Company Board”)a) violate, and do not violate or conflict with the Company’s articles of incorporation, by-laws, the WBCLwith, or result in a breach of any Applicable Law, court order or decree to which of the Company or a Company Subsidiary is a party or subjectprovisions of, or by which constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the Company termination of, or accelerate the performance required by, or result in a Company Subsidiaryright of termination or acceleration, or the creation of any Lien upon any of the properties or assets of BFC or any Subsidiary of BFC under any of the terms, conditions or provisions of (i) the Articles of Incorporation or Bylaws (or analogous organizational documents) of BFC or any of its Subsidiaries or (ii) any BFC Material Contract, (b) violate any Law or any Order applicable to BFC or any of its Subsidiaries or any of their respective properties are boundor assets or (c) require any filing, and no other action on the part declaration or registration by BFC, any Subsidiary of BFC or Merger Sub with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Company Securities Act or a Company Subsidiary is necessary to authorize the execution Exchange Act (including the filing of (A) the Registration Statement and delivery by the Company Joint Proxy Statement/Prospectus and (B) such reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the consummation by it of the transactions contemplated hereby), other than (ii) any filings as may be required under the requisite approval FBCA in connection with the Merger, including, without limitation, the Articles of this Agreement and the Merger Merger, (iii) any filings as may be required by the shareholders HSR Act and (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws, except in the case of the Company clauses (the “Company Shareholder Approval”a)(ii). This Agreement, when executed and delivered(b) or (c), and subject where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to the consents and regulatory approvals described in Section 2.5, will make such filings or applications could not reasonably be expected to have a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and herebyMaterial Adverse Effect on BFC.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly and validly authorized unanimously by the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s articles of incorporation, by-laws, the WBCLGBCLM, or any Applicable Law, court order or decree to which the Company or a Company Subsidiary is a party or subject, or by which the Company or a Company Subsidiary, or any of their respective properties are bound, and no other action on the part of the Company or a Company Subsidiary is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, other than the requisite approval of this Agreement and the Merger by the shareholders of the Company (the “Company Shareholder Approval”). This Agreement, when executed and delivered, and subject to the consents and regulatory approvals described in Section 2.5, will be a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least a majority two thirds of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and hereby.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly and validly authorized unanimously by the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s articles of incorporation, by-laws, the WBCLDGCL, or any Applicable Law, court order or decree to which the Company or a Company Subsidiary is a party or subject, or by which the Company or a Company Subsidiary, or any of their respective properties are bound, and no other action on the part of the Company or a Company Subsidiary is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, other than the requisite approval of this Agreement and the Merger by the shareholders stockholders of the Company (the “Company Shareholder Stockholder Approval”). This Agreement, when executed and delivered, and subject to the consents and regulatory approvals described in Section 2.5, will be a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting Stock. The restrictions contained in Section 203 of the Company’s shareholdersDGCL applicable to a “business combination” (as defined in Section 203 of the DGCL) will not apply to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and hereby. No other state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and hereby.

Authorization; No Violation. (a) The Company has full power Subject to the filing of the Articles of Merger pursuant to the FBCA and authority to execute and deliver this Agreement and to consummate FRLLCA, the transactions contemplated hereby. The execution and delivery of this Agreement by BFC and Merger Sub and the performance consummation of the Company’s obligations hereunder transactions contemplated hereby have been duly and validly authorized unanimously by all necessary corporate action on the Board part of Directors BFC and all necessary limited liability company action on the part of Merger Sub, and no other corporate action on the part of BFC or limited liability company action on the part of Merger Sub is necessary in connection with the execution and delivery of this Agreement by BFC and Merger Sub or the consummation of the Company transactions contemplated hereby. Subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by BBX Capital, this Agreement constitutes the legal, valid and binding obligation of BFC and Merger Sub, enforceable against each of them in accordance with its terms, except as limited by (the “Company Board”)x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and do not violate (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery or performance of this Agreement by BFC or Merger Sub, nor the consummation of the transactions contemplated hereby, nor the compliance by BFC and Merger Sub with any of the provisions of this Agreement, will: (a) violate, conflict with the Company’s articles of incorporation, by-laws, the WBCLwith, or result in a breach of any Applicable Law, court order or decree to which of the Company or a Company Subsidiary is a party or subjectprovisions of, or by which constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the Company termination of, or accelerate the performance required by, or result in a Company Subsidiaryright of termination or acceleration, or the creation of any Lien upon any of the properties or assets of BFC or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the Articles of Incorporation or Bylaws (or analogous organizational documents) of BFC or any of its Subsidiaries or (ii) any BFC Material Contract; (b) violate any Law or any Order applicable to BFC or any of its Subsidiaries or any of their respective properties are boundor assets; or (c) require any filing, and no other action on the part declaration or registration by BFC or any Subsidiary of BFC, including Merger Sub, with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Company Securities Act or a Company Subsidiary is necessary to authorize the execution Exchange Act (including, without limitation, the filing of (A) the Schedule 13E-3 and delivery by the Company Registration Statement and (B) such reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the consummation by it of the transactions contemplated hereby), other than (ii) any filings as may be required under the requisite approval FBCA or FRLLCA in connection with the Merger, including, without limitation, the Articles of this Agreement and the Merger Merger, (iii) any filings as may be required by the shareholders HSR Act, (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of the Company clauses (the “Company Shareholder Approval”a)(ii). This Agreement, when executed and delivered(b) or (c), and subject where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to the consents and regulatory approvals described in Section 2.5, will make such filings or applications could not reasonably be expected to have a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and herebyBFC Material Adverse Effect.

Authorization; No Violation. (a) The Company has full power and authority Subject to execute and deliver this Agreement and to consummate the approval by BFC’s shareholders of the transactions contemplated hereby. The hereby (including the Reverse Split) and the filing of the Certificate of Merger pursuant to the FBCA and FLLCA, the execution and delivery of this Agreement by BFC and Merger Sub and the performance consummation of the Company’s obligations hereunder transactions contemplated hereby have been duly and validly authorized unanimously by all necessary corporate action on the Board part of Directors BFC and all necessary limited liability company action on the part of Merger Sub, and no other corporate action on the part of BFC or limited liability company action on the part of Merger Sub is necessary. Subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by BBX Capital, this Agreement constitutes the legal, valid and binding obligation of BFC and Merger Sub, enforceable against each of them in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery or performance of this Agreement by BFC or Merger Sub, nor the consummation of the Company transactions contemplated hereby, nor the compliance by BFC and Merger Sub with any of the provisions of this Agreement, will: (the “Company Board”)a) violate, and do not violate or conflict with the Company’s articles of incorporation, by-laws, the WBCLwith, or result in a breach of any Applicable Law, court order or decree to which of the Company or a Company Subsidiary is a party or subjectprovisions of, or by which constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the Company termination of, or accelerate the performance required by, or result in a Company Subsidiaryright of termination or acceleration, or the creation of any Lien upon any of the properties or assets of BFC or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the Articles of Incorporation or Bylaws (or analogous organizational documents) of BFC or any of its Subsidiaries or (ii) any BFC Material Contract; (b) violate any Law or any Order applicable to BFC or any of its Subsidiaries or any of their respective properties are boundor assets; or (c) require any filing, and no other action on the part declaration or registration by BFC or any Subsidiary of BFC, including Merger Sub, with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Company Securities Act or a Company Subsidiary is necessary to authorize the execution Exchange Act (including, without limitation, the filing of (A) the Registration Statement and delivery by the Company Joint Proxy Statement/Prospectus and (B) such reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the consummation by it of the transactions contemplated hereby), other than (ii) any filings as may be required under the requisite approval FBCA or FLLCA in connection with the Merger, including, without limitation, the Certificate of this Agreement and the Merger Merger, (iii) any filings as may be required by the shareholders HSR Act, (iv) the filing of the Company (the “Company Shareholder Approval”). This Agreement, when executed and deliveredListing Application, and subject (v) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(ii), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to the consents and regulatory approvals described in Section 2.5, will make such filings or applications could not reasonably be expected to have a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and herebyBFC Material Adverse Effect.

Authorization; No Violation. (a) The Company has full power and authority Subject to execute and deliver this Agreement and to consummate the approval by BBX Capital’s shareholders of the transactions contemplated hereby. The hereby and the filing of the Certificate of Merger pursuant to the FBCA and FLLCA, the execution and delivery of this Agreement by BBX Capital and the performance consummation of the Company’s obligations hereunder transactions contemplated hereby have been duly and validly authorized unanimously by all necessary corporate action on the Board part of Directors BBX Capital, and no other corporate action on the part of BBX Capital is necessary. Subject to the terms and conditions of this Agreement and assuming the due and valid authorization, execution and delivery hereof by each of BFC and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of BBX Capital, enforceable against BBX Capital in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery or performance of this Agreement by BBX Capital, nor the consummation of the Company transactions contemplated hereby, nor the compliance by BBX Capital with any of the provisions of this Agreement, will: (the “Company Board”)a) violate, and do not violate or conflict with the Company’s articles of incorporation, by-laws, the WBCLwith, or result in a breach of any Applicable Law, court order or decree to which of the Company or a Company Subsidiary is a party or subjectprovisions of, or by which constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the Company termination of, or accelerate the performance required by, or result in a Company Subsidiaryright of termination or acceleration, or the creation of any Lien upon any of the properties or assets of BBX Capital or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the Articles of Incorporation or Bylaws (or analogous organizational documents) of BBX Capital or any of its Subsidiaries or (ii) any BBX Capital Material Contract; (b) violate any Law or any Order applicable to BBX Capital or any of its Subsidiaries or any of their respective properties are boundor assets; or (c) require any filing, and no other action on declaration or registration by BBX Capital or any Subsidiary of BBX Capital with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Securities Act or the Exchange Act (including, without limitation, the filing of (A) the proxy statement of BBX Capital which will form a part of the Company Registration Statement and (B) such reports under Section 13(a) or a Company Subsidiary is necessary to authorize 15(d) of the execution and delivery by Exchange Act with the Company of SEC as may be required in connection with this Agreement and the consummation by it of the transactions contemplated hereby), other than (ii) any filings as may be required under the requisite approval FBCA or FLLCA in connection with the Merger, including, without limitation, the Certificate of this Agreement and the Merger Merger, (iii) any filings as may be required by the shareholders of the Company (the “Company Shareholder Approval”). This Agreement, when executed and deliveredHSR Act, and subject (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of clauses (a)(ii), (b) or (c), where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to the consents and regulatory approvals described in Section 2.5, will make such filings or applications could not reasonably be expected to have a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and herebyBBX Capital Material Adverse Effect.

Authorization; No Violation. (a) The Company has full corporate power and authority necessary to execute and deliver enter into this Agreement and to consummate carry out the transactions contemplated hereby. The Board of Directors of the Company and Shareholders have taken all action required by law, the Company's articles of incorporation, its by-laws or otherwise to be taken by them to authorize the execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly and validly authorized unanimously by the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s articles of incorporation, by-laws, the WBCL, or any Applicable Law, court order or decree to which the Company or a Company Subsidiary is a party or subject, or by which the Company or a Company Subsidiary, or any of their respective properties are bound, and no other action on the part of the Company or a Company Subsidiary is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, other than the requisite approval of this . This Agreement has been duly executed and the Merger delivered by the shareholders Company and is a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms except that (the “Company Shareholder Approval”). This Agreement, when executed and delivered, and i) such enforcement may be subject to the consents and regulatory approvals described in Section 2.5, will be a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors generally now or hereafter in effect relating to creditors' rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to general principles the discretion of equitythe court before which any proceeding therefore may be brought. The only votes (b) Except as set forth in Section 3.4(b) of holders the Disclosure Schedule (and other than (i) leases entered into in the ordinary course of any class business which individually either require annual payments of less than $100,000 or series have terms of Company capital stock necessary to approve less than 3 years or (ii) other commitments requiring payments not exceeding $250,000 in the aggregate), neither the execution and delivery of this Agreement and nor the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any consummation of the transactions contemplated thereby and herebyhereby will violate any provision of the articles or certificate of incorporation or by-laws or other organizational documents of the Company or any Company Subsidiary, or to the knowledge of Shareholders, be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any security interest, lien or other encumbrance upon any property or assets of the Company, any Company Subsidiary or any Shareholder under, any agreement or commitment to which the Company, any Company Subsidiary or any Shareholder is a party or by which the Company, any Company Subsidiary or any Shareholder is bound, or to which the property of the Company, any Company Subsidiary or any Shareholder 13 15 is subject, or violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to the Company or any Company Subsidiary. 3.5.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Bluegreen and the performance consummation of the Company’s obligations hereunder transactions contemplated hereby have been duly and validly authorized unanimously by all necessary corporate action on the part of Bluegreen, and no other corporate action on the part of Bluegreen is necessary (other than the approval of this Agreement by the Board of Directors holders of the Company (Bluegreen Common Stock and the “Company Board”filing of the Florida Certificate of Merger pursuant to the FBCA and the Massachusetts Articles of Merger pursuant to the MBCA), and, subject to the terms and do not violate conditions of this Agreement and assuming due and valid authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Bluegreen, enforceable against it in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors’ rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Except as set forth on Schedule 5.3, neither the execution, delivery and performance of this Agreement by Bluegreen, nor the consummation of the transactions contemplated hereby, nor the compliance by Bluegreen with any of the provisions of this Agreement, will: (a) violate, conflict with the Company’s articles of incorporation, by-laws, the WBCLwith, or result in a breach of any Applicable Law, court order or decree to which of the Company or a Company Subsidiary is a party or subjectprovisions of, or by which constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the Company termination of, or accelerate the performance required by, or result in a Company Subsidiaryright of termination or acceleration, or the creation of any Lien upon any of the properties or assets of Bluegreen or any Subsidiary of Bluegreen under any of the terms, conditions or provisions of (i) the Articles of Organization or Bylaws (or analogous organizational documents) of Bluegreen or any of its Subsidiaries or (ii) any Bluegreen Material Contract; (b) violate any Law or any Order applicable to Bluegreen or any of its Subsidiaries or any of their respective properties are boundor assets; or (c) require any filing, and no other action on the part declaration or registration by Bluegreen with, or permission, determination, waiver, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Company Securities Act or a Company Subsidiary is necessary to authorize the execution Exchange Act (including, without limitation, the filing of (A) the Registration Statement and delivery by the Company Joint Proxy Statement/Prospectus and (B) such reports under Section 13(a) or 15(d) of the Exchange Act with the SEC as may be required in connection with this Agreement and the consummation by it of the transactions contemplated hereby), other than (ii) any filings as may be required under the requisite approval of this Agreement FBCA and the MBCA in connection with the Merger, including, without limitation, the Florida Certificate of Merger and the Massachusetts Articles of Merger, (iii) any filings as may be required by the shareholders HSR Act and (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws), except in the case of the Company clauses (the “Company Shareholder Approval”a)(ii). This Agreement, when executed and delivered(b) or (c), and subject where such violation, conflict, breach, default, termination, acceleration, Lien, security interest, charge, encumbrance or failure to the consents and regulatory approvals described in Section 2.5, will make such filings or applications could not reasonably be expected to have a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of at least a majority of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholders. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and herebyMaterial Adverse Effect on Bluegreen.

Authorization; No Violation. (a) The Company has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance of the Company’s obligations obligations, excluding the Special Dividend, hereunder have been duly and validly authorized unanimously by the Board of Directors of the Company (the “Company Board”), and do not violate or conflict with the Company’s articles of incorporation, by-laws, the WBCLGBCLM, or any Applicable Law, court order or decree to which the Company or a Company Subsidiary is a party or subject, or by which the Company or a Company Subsidiary, or any of their respective properties are bound, and no other action on the part of the Company or a Company Subsidiary is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated hereby, other than the requisite approval of this Agreement and the Merger by the shareholders of the Company (the “Company Shareholder Approval”)Consent. This Agreement, when executed and delivered, and subject to the consents and regulatory approvals described in Section 2.53.5, will be a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are (i) the holders of at least a majority two thirds of the outstanding shares of Company Common Stock providing such approval at a special meeting of the Company’s shareholdersshareholders or (ii) the delivery of the Shareholder Consent pursuant to the terms hereof. No state takeover statute or similar statute or regulation applies to this Agreement, the Voting Agreement or any of the transactions contemplated thereby and hereby. The Shareholder Consent, which constitutes the approval of the holders of a majority of the issued and outstanding Company Common Stock as of its date, is the only vote of the holders of any class or series of the Company’s capital stock or other securities necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger.