6,000,000 Shares BFC FINANCIAL CORPORATION Class A Common Stock UNDERWRITING AGREEMENT June __, 2005Underwriting Agreement • June 15th, 2005 • BFC Financial Corp • Savings institution, federally chartered • New York
BFC Financial Corporation, a Florida corporation (the “Company”), proposes to issue and sell to Ryan Beck & Co., Inc. (“Ryan Beck”), and each of the Underwriters named in Schedule A attached hereto (collectively, the “Underwriters” which terms shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), an aggregate of 5,450,000 shares (the “Company Shares”) of the Class A Common Stock, par value $.01 per share (the “Common Stock”), of the Company. In addition, certain shareholders of the Company named in Schedule B hereto (the “Selling Stockholders”), propose to sell to the Underwriters an additional 550,000 shares of Common Stock (the “Selling Stockholder Shares”). The Company Shares and the Selling Stockholder Shares are herein called the “Firm Shares.” In addition, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, the Company proposes to issue and sell to the Underwriters, at the Underwriters’ option and
