0001171200-12-000325 Sample Contracts

FIRST AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT Pursuant to the 2008 Stock Incentive Plan
Nonqualified Stock Option Agreement • March 28th, 2012 • Bluegreen Corp • Real estate agents & managers (for others)

THIS FIRST AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT (this “First Amendment”), made this 11th day of November 2011, by and between Bluegreen Corporation, a Massachusetts corporation (the “Company”), and David Pontius (“Grantee”).

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FIRST AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT Pursuant to the 2005 Stock Incentive Plan
Incentive Stock Option Agreement • March 28th, 2012 • Bluegreen Corp • Real estate agents & managers (for others)

THIS FIRST AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT (this “First Amendment”), made this 11th day of November 2011, by and between Bluegreen Corporation, a Massachusetts corporation (the “Company”), and David Bidgood (“Grantee”).

BLUEGREEN CORPORATION BONUS AGREEMENT
Bonus Agreement • March 28th, 2012 • Bluegreen Corp • Real estate agents & managers (for others) • Florida

This Bonus Agreement (this “Agreement”) dated as of November 11, 2011, between Bluegreen Corporation (the “Company”) and John M. Maloney, Jr. (the “Participant”), sets forth the terms and conditions of a bonus opportunity awarded to the Participant by the Company.

FIRST COMMITMENT AMENDMENT TO LOAN SALE AND SERVICING AGREEMENT
Loan Sale and Servicing Agreement • March 28th, 2012 • Bluegreen Corp • Real estate agents & managers (for others) • New York

THIS FIRST COMMITMENT AMENDMENT TO LOAN SALE AND SERVICING AGREEMENT (this “First Amendment”), dated as of March 1, 2012, is entered into by and among BRFC-Q 2010 LLC, a Delaware limited liability company, as seller (the “Seller”), Quorum Federal Credit Union, a federally chartered credit union, as buyer (the “Buyer”), Vacation Trust, Inc., a Florida Corporation, as Club Trustee (the “Club Trustee”), U.S. Bank National Association, a national banking association, as custodian and paying agent (the “Custodian”), Bluegreen Corporation, a Massachusetts corporation, as servicer (the “Servicer”), and Concord Servicing Corporation, an Arizona corporation, as backup servicer (the “Backup Servicer”).

FIRST AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT Pursuant to the 2005 Stock Incentive Plan
Incentive Stock Option Agreement • March 28th, 2012 • Bluegreen Corp • Real estate agents & managers (for others)

THIS FIRST AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT (this “First Amendment”), made this 11th day of November 2011, by and between Bluegreen Corporation, a Massachusetts corporation (the “Company”), and John M. Maloney, Jr. (“Grantee”).

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 28th, 2012 • Bluegreen Corp • Real estate agents & managers (for others)

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) dated the 1st day of December, 2011, by and between the parties listed on Exhibit A attached hereto and made a part hereof (individually and collectively, “Seller”) and SOUTHSTAR DEVELOPMENT PARTNERS, INC. (“Buyer”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 28th, 2012 • Bluegreen Corp • Real estate agents & managers (for others) • Florida

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) dated as of the “Effective Date” (as hereinafter defined) by and between the parties listed on Exhibit A attached hereto and made a part hereof (individually and collectively “Seller”) and SOUTHSTAR DEVELOPMENT PARTNERS, INC. (“Buyer”).

FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 28th, 2012 • Bluegreen Corp • Real estate agents & managers (for others)

THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) dated the 16th day of December, 2011, by and between the parties listed on Exhibit A attached hereto and made a part hereof (individually and collectively, “Seller”) and SOUTHSTAR DEVELOPMENT PARTNERS, INC. (“Buyer”).

FIRST AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT Pursuant to the 2008 Stock Incentive Plan
Nonqualified Stock Option Agreement • March 28th, 2012 • Bluegreen Corp • Real estate agents & managers (for others)

THIS FIRST AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT (this “First Amendment”), made this 11th day of November 2011, by and between Bluegreen Corporation, a Massachusetts corporation (the “Company”), and John M. Maloney, Jr. (“Grantee”).

QUORUM FEDERAL CREDIT UNION
Commitment Purchase Period Terms Letter • March 28th, 2012 • Bluegreen Corp • Real estate agents & managers (for others)

The Buyer agrees to purchase Eligible Timeshare Loans from the Seller during the Commitment Purchase Period on the terms and conditions set forth in the Loan Sale and Servicing Agreement dated as of December 22, 2010, by and among the Seller, the Buyer, Bluegreen Corporation, as the Servicer, Concord Servicing Corporation, as the Back-Up Servicer and the other parties thereto, as amended (the "Agreement") as supplemented below:

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 28th, 2012 • Bluegreen Corp • Real estate agents & managers (for others)

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) dated the 14th day of November, 2011, by and between the parties listed on Exhibit A attached hereto and made a part hereof (individually and collectively, “Seller”) and SOUTHSTAR DEVELOPMENT PARTNERS, INC. (“Buyer”).

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 28th, 2012 • Bluegreen Corp • Real estate agents & managers (for others)

THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) dated the 17th day of February, 2012, by and between the parties listed on Exhibit A attached hereto and made a part hereof (individually and collectively, “Seller”) and SOUTHSTAR DEVELOPMENT PARTNERS, INC. (“Buyer”).

QUORUM FEDERAL CREDIT UNION
Commitment Purchase Period Terms Letter • March 28th, 2012 • Bluegreen Corp • Real estate agents & managers (for others)

The Buyer agrees to purchase Eligible Timeshare Loans from the Seller during the Commitment Purchase Period on the terms and conditions set forth in the Loan Sale and Servicing Agreement dated as of December 22, 2010, by and among the Seller, the Buyer, Bluegreen Corporation, as the Servicer, Concord Servicing Corporation, as the Back-Up Servicer and the other parties thereto, as amended (the "Agreement") as supplemented below:

BLUEGREEN CORPORATION BONUS AGREEMENT
Bonus Agreement • March 28th, 2012 • Bluegreen Corp • Real estate agents & managers (for others) • Florida

This Bonus Agreement (this “Agreement”) dated as of November 11th, 2011, between Bluegreen Corporation (the “Company”) and David L. Pontius (the “Participant”), sets forth the terms and conditions of a bonus opportunity awarded to the Participant by the Company.

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 28th, 2012 • Bluegreen Corp • Real estate agents & managers (for others)

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) dated the 31st day of October, 2011, by and between the parties listed on Exhibit A attached hereto and made a part hereof (individually and collectively, “Seller”) and SOUTHSTAR DEVELOPMENT PARTNERS, INC. (“Buyer”).

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