GUARANTYLetter Agreement • August 3rd, 2012 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • New York
Reference is made to (a) that certain Stock Purchase Agreement, dated as of November 1, 2011 (as amended as of March 13, 2012, and as it may be further amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”), between BB&T Corporation (“BB&T” or “you”) and BankAtlantic Bancorp, Inc. (“BBX”, “we” or “us”) and (b) the Amended and Restated Limited Liability Company Agreement of Newco, LLC contemplated to be entered into by Newco LLC, Purchaser Member and Seller Member in connection with, and attached as an exhibit to, the March 13, 2012 amendment to the Purchase Agreement (such Amended and Restated Limited Liability Company Agreement, as it may be further amended, supplemented or otherwise modified from time to time, the “LLC Agreement”).
ContractLimited Liability Company Agreement • August 3rd, 2012 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • New York
THE SECURITIES ISSUED PURSUANT TO OR REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED AND QUALIFIED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. ANY TRANSFER OF SUCH SECURITIES IS SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS SET FORTH HEREIN.
