Sample Business Contracts

AGREEMENT AND PLAN OF MERGER

by and among

BFC FINANCIAL CORPORATION,

LEV MERGER SUB, INC.

and

LEVITT CORPORATION

TABLE OF CONTENTS

ARTICLE I				DEFINITIONS							2
ARTICLE II				THE MERGER							8
					2.1			Merger			8
					2.2			Consummation of the Merger; Effective Time			8
					2.3			Effect of the Merger			8
					2.4			Articles of Incorporation and Bylaws			8
					2.5			Board of Directors			9
					2.6			Officers			9
					2.7			Additional Actions			9
ARTICLE III				CONVERSION OF SHARES; CONSIDERATION							9
					3.1			Merger Consideration			9
					3.2			Exchange of Certificates			10
					3.3			Stock Transfer Books			13
					3.4			Levitt Options and Restricted Stock			13
					3.5			Appraisal Rights			14
ARTICLE IV				REPRESENTATIONS AND WARRANTIES OF BFC AND MERGER SUB							14
					4.1			Organization; Good Standing; Power			14
					4.2			Capitalization			15
					4.3			Authorization; No Violation			16
					4.4			Subsidiaries			17
					4.5			Exchange Act Reports; Financial Statements			17
					4.6			Absence of Certain Changes			18
					4.7			Taxes			18
					4.8			BFC Material Contracts			18
					4.9			Investigations; Litigation			19
					4.10			Insurance			19
					4.11			Compliance with Laws			19
					4.12			Labor Matters			19
					4.13			Employee Benefit Plans			19
					4.14			Related Party Transactions			20
					4.15			Broker’s and Finder’s Fees			20
					4.16			Registration Statement; Joint Proxy Statement/Prospectus			20
					4.17			Tax Treatment			21
					4.18			Opinion of Financial Advisor			21
					4.19			Sarbanes-Oxley			21
					4.20			Certain Business Practices			21
					4.21			Operations of Merger Sub			21
					4.22			Full Disclosure			21

ARTICLE V				REPRESENTATIONS AND WARRANTIES OF LEVITT							21
					5.1			Organization; Good Standing; Power			21
					5.2			Capitalization			22
					5.3			Authorization; No Violation			23
					5.4			Subsidiaries			23
					5.5			Exchange Act Reports; Financial Statements			24
					5.6			Absence of Certain Changes			25
					5.7			Taxes			25
					5.8			Investigations, Litigation			25
					5.9			Levitt Material Contracts			25
					5.10			Broker’s and Finder’s Fees			26
					5.11			Affiliate Letters			26
					5.12			Registration Statement; Joint Proxy Statement/Prospectus			26
					5.13			State Takeover Laws			26
					5.14			Opinion of Financial Advisor			26
					5.15			Tax Treatment			26
					5.16			Full Disclosure			27
ARTICLE VI				CONDUCT OF BUSINESS PRIOR TO THE EFFECTIVE TIME							27
					6.1			Conduct of Business by Levitt			27
					6.2			Conduct of Business by BFC			28
					6.3			Notice			29
ARTICLE VII				ADDITIONAL COVENANTS AND AGREEMENTS							29
					7.1			Access to Information			29
					7.2			Public Announcements			29
					7.3			Reasonable Efforts			30
					7.4			No Solicitation			30
					7.5			Special Meetings			31
					7.6			Registration Statement; Joint Proxy Statement/Prospectus			32
					7.7			Employee Benefit Plans			34
					7.8			Indemnification			34
					7.9			Further Assurances			35
					7.10			Tax Treatment			35
					7.11			Comfort Letters			35
					7.12			Shareholder Litigation			36
					7.13			Liquidity Support of the Surviving Corporation			36
					7.14			Affiliate Letters			36
					7.15			HSR Act			36
					7.16			Directors of BFC			36
ARTICLE VIII				CONDITIONS PRECEDENT TO OBLIGATIONS							36
					8.1			Conditions to Each Party’s Obligation to Effect the Merger			36
					8.2			Conditions to Levitt’s Obligation to Effect the Merger			38
					8.3			Conditions to BFC’s and Merger Sub’s Obligation to Effect the Merger			38

ARTICLE IX				TERMINATION, AMENDMENT AND WAIVER							39
					9.1			Termination of the Agreement			39
					9.2			Effect of Termination			41
					9.3			Amendment and Waiver			41
ARTICLE X				MISCELLANEOUS							41
					10.1			Survival of the Representations and Warranties			41
					10.2			Payment of Expenses			41
					10.3			Binding Effect			42
					10.4			Governing Law			42
					10.5			Counterparts			42
					10.6			Notices			42
					10.7			Entire Agreement; Assignment			43
					10.8			Headings			43
					10.9			Knowledge of the Parties			43
					10.10			Attorneys’ Fees			44
					10.11			No Third Party Beneficiary			44
					10.12			Injunctive Relief			44
					10.13			Jurisdiction; Venue			44
					10.14			Severability			44
					10.15			Waiver			44
					10.16			Special Committee			44
					10.17			Time of the Essence			44

AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of the 30^th day of January, 2007, by and among BFC FINANCIAL CORPORATION, a Florida corporation (“BFC”), LEV MERGER SUB, INC., a Florida corporation and a wholly-owned subsidiary of BFC (“Merger Sub”), and LEVITT CORPORATION, a Florida corporation (“Levitt”).

W I T N E S S E T H:

     WHEREAS, BFC has proposed a business combination with Levitt pursuant to which Levitt will merge with and into Merger Sub, with Merger Sub to be the surviving corporation in the merger (the “Merger”);

     WHEREAS, the Board of Directors of Levitt has designated a special committee composed of independent members of such Board of Directors (the “Special Committee”) to, among other things, review and evaluate the terms and conditions, and determine the advisability, of the Merger;

     WHEREAS, the Special Committee has negotiated the terms and conditions of this Agreement on behalf of Levitt and has (i) determined that the Merger is consistent with and in furtherance of the long-term business strategy of Levitt and advisable, fair to, and in the best interests of the Minority Shareholders (as hereinafter defined) and (ii) recommended the approval and adoption of this Agreement by the Levitt Board of Directors;

     WHEREAS, the Board of Directors of Levitt has, based upon the recommendation of the Special Committee, (i) determined that the Merger is consistent with and in furtherance of the long-term business strategy of Levitt and advisable, fair to, and in the best interests of the Minority Shareholders, (ii) approved and adopted this Agreement and declared its advisability and approved the Merger and the other transactions contemplated by this Agreement and (iii) recommended the approval and adoption of this Agreement by the shareholders of Levitt in accordance with this Agreement;

     WHEREAS, the Board of Directors of BFC designated a committee composed of independent directors to review and evaluate the terms and conditions and determine the advisability of a possible business combination between BFC and Levitt, and such committee has determined that the Merger is consistent with and in furtherance of the long term business strategy of BFC and fair to and in the best interests of BFC and BFC’s shareholders and has recommended the approval and adoption of this Agreement by the BFC Board of Directors;

     WHEREAS, the Board of Directors of BFC has determined that the Merger is consistent with and in furtherance of the long-term business strategy of BFC and fair to, and in the best interests of, BFC and its shareholders and has approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement;

     WHEREAS, it is intended that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”); and

     WHEREAS, BFC, Merger Sub and Levitt desire to make certain representations, warranties, covenants and agreements in connection with the Merger and to also set forth certain conditions to the Merger;

     NOW, THEREFORE, for and in consideration of the premises and the mutual agreements, representations, warranties and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the purpose of prescribing the terms and conditions of the Merger, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINITIONS

     When used in this Agreement, and in addition to the other terms defined herein, the following terms shall have the meanings specified:

     “Acquisition Proposal” shall have the meaning set forth in Section 7.4(a).

     “Affiliate” shall mean with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether though the ownership of voting securities, by contract or otherwise; provided, however, that for purposes of this Agreement, Levitt shall not be treated as an Affiliate of BFC, and BFC and BankAtlantic Bancorp, Inc. shall not be treated as Affiliates of Levitt.

     “Affiliate Letter” shall mean an agreement in the form attached hereto as Exhibit A.

     “Agreement” means this Agreement and Plan of Merger as executed on the date hereof and as amended and supplemented in accordance with its terms, including all Schedules and Exhibits.

     “Articles of Merger” shall mean the articles of merger with respect to the Merger to be filed with the Secretary of State of the State of Florida.

     “BFC” shall mean BFC Financial Corporation.

     “BFC Capital Stock” shall have the meaning set forth in Section 4.2(a).

     “BFC Class B Common Stock” shall mean the Class B Common Stock, par value $0.01 per share, of BFC.

     “BFC Class A Common Stock” shall mean the Class A Common Stock, par value $0.01 per share, of BFC.

     “BFC Financial Statements” shall mean the audited Consolidated Statements of Financial Condition, Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Shareholders’ Equity and Consolidated Statements of Cash Flows of BFC, and the related notes thereto, for each of BFC’s fiscal years ended on December 31, 2003, 2004 and 2005, and the unaudited Consolidated Statements of Financial Condition, Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Shareholders’ Equity and Consolidated Statements of Cash Flows of BFC, and the related notes thereto, for the nine-month period ended September 30, 2006, as each of which is included in the BFC SEC Reports.

     “BFC Leased Real Property” shall mean all real property leased by BFC (including all leasehold or subleasehold estates and other rights to use or occupy any land, buildings (including sales kiosks) and improvements thereon).

     “BFC Material Contract” shall mean any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to which BFC or any of its Subsidiaries is a party or otherwise relating to or affecting any of their respective assets, properties or operations.

     “BFC Options” shall mean all options or warrants granted by BFC to purchase shares of BFC Class A Common Stock or BFC Class B Common Stock which are outstanding and unexercised immediately prior to the Effective Time.

     “BFC Option Plans” shall mean (i) the BFC Financial Corporation Stock Option Plan and (ii) the BFC Financial Corporation 2005 Stock Incentive Plan.

     “BFC Owned Real Property” shall mean all real property owned by BFC (including all land, interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto owned by BFC).

     “BFC Plans” shall mean all employee benefit plans and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to which BFC is a party, with respect to which BFC has any obligation or which are maintained, contributed to or sponsored by BFC for the benefit of any current or former employee, officer or director of BFC.

     “BFC SEC Reports” shall have the meaning set forth in Section 4.5(a).

     “BFC Special Meeting” shall mean the special meeting of BFC’s shareholders to be held for the purpose of approving the transactions contemplated hereby.

     “BFC Stock Certificate(s)” shall have the meaning set forth in Section 3.2(a).

     “Business Day” means any day on which banks are not required or authorized by Law or

executive order to close in the city of Fort Lauderdale, Florida, USA.

     “Claim” shall have the meaning set forth in Section 7.8.

     “Closing” shall have the meaning set forth in Section 2.2.

     “Closing Date” shall have the meaning set forth in Section 2.2.

     “Code” shall have the meaning set forth in the Recitals.

     “Controlled Group” shall mean a controlled group of organizations (within the meaning of Sections 414(b), (c), (m) or (o) of the Code).

     “Dissenting Shares” shall have the meaning set forth in Section 3.5.

     “Effective Time” shall have the meaning set forth in Section 2.2.

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations thereunder.

     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

     “Exchange/Paying Agent” shall have the meaning set forth in Section 3.2(a).

     “Exchange/Payment Fund” shall have the meaning set forth in Section 3.2(a).

     “Exchange Ratio” shall have the meaning set forth in Section 3.1(c).

     “FBCA” shall mean the Florida Business Corporation Act.

     “GAAP” shall mean United States generally accepted accounting principles, consistently applied during the periods presented in accordance with past practices.

     “Governmental Entity” shall mean any federal, state, local or foreign court, tribunal, arbitral body, administrative agency or commission or other governmental or regulatory authority or administrative agency or commission.

     “HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

     “Indemnified Liabilities” shall have the meaning set forth in Section 7.8.

     “Indemnified Parties” shall have the meaning set forth in Section 7.8.

     “Joint Proxy Statement/Prospectus” shall have the meaning set forth in Section 4.16.

     “Law” shall mean any federal, state or local governmental law, rule, regulation or requirement, including any rules, regulations and Orders promulgated thereunder and any Orders, decrees, consents or judgments of any Governmental Entity and courts having the force of law.

     “Letter of Transmittal” shall have the meaning set forth in Section 3.2(b).

     “Levitt” shall have the meaning set forth in the Preamble.

     “Levitt Class A Common Stock” shall mean the Class A common stock, par value $0.01 per share, of Levitt.

     “Levitt Class B Common Stock” shall mean the Class B common stock, par value $0.01 per share, of Levitt.

     “Levitt Financial Statements” shall mean the audited Consolidated Statements of Financial Condition, Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statements of Shareholders’ Equity and Consolidated Statements of Cash Flows of Levitt, and the related notes thereto, for each of Levitt’s fiscal years ended on December 31, 2003, 2004 and 2005, and the unaudited Consolidated Statements of Financial Condition, Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Shareholders’ Equity and Consolidated Statements of Cash Flows of Levitt, and the related notes thereto, for the nine-month period ended September 30, 2006, as each of which is included in the Levitt SEC Reports.

     “Levitt Material Contract” shall mean any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to which Levitt or any of its Subsidiaries is a party or otherwise relating to or affecting any of their respective assets, properties or operations.

     “Levitt Options” shall mean all options or warrants granted by Levitt to purchase shares of Levitt Class A Common Stock which are outstanding and unexercised immediately prior to the Effective Time.

     “Levitt Option Plan” shall mean the Levitt Corporation 2003 Stock Incentive Plan, as amended and restated.

     “Levitt SEC Reports” shall have the meaning set forth in Section 5.5(a).

     “Levitt Special Meeting” shall mean the special meeting of Levitt’s shareholders to be held for the purpose of voting upon the Merger, this Agreement and the other transactions contemplated by this Agreement, and for no other purpose without the prior written consent of BFC.

     “Levitt Stock Certificate(s)” shall have the meaning set forth in Section 3.2(a).

     “Lien” shall mean any lien, charge, pledge, security interest, mortgage, claim, encumbrance, option, right of first refusal and other proscription, restriction, condition, covenant or similar right

whether imposed by law, by contract or otherwise.

     “Material Adverse Effect” shall mean any effect, change, event, state of fact, development, circumstance or condition (including changes in banking, thrift or similar laws, rules or regulations) which when considered individually or in the aggregate with all other effects, changes, events, state of facts, developments, circumstances or conditions has materially and adversely affected or could reasonably be expected to materially and adversely affect (i) the results of operations, financial condition, assets, liabilities, or business of BFC or Levitt, as the case may be, in each case including its respective Subsidiaries together with it taken as a whole, including the ability of the parties to consummate the Merger and/or any of the other transactions contemplated hereby; provided, however, that a “Material Adverse Effect” shall not be deemed to include (x) any changes resulting from general economic or political conditions, (y) circumstances that affect the industries in which Levitt or BFC, as the case may be, operate or (z) force majeure events, acts of terrorism or acts of war; and provided, further, that, notwithstanding the foregoing, the changes or events described in clauses (x) through (z) above shall be regarded in determining whether a Material Adverse Effect has occurred if the effects of such changes or events disproportionately impact or uniquely relate to BFC or Levitt, as applicable.

     “Merger Consideration” shall have the meaning set forth in Section 3.2(c).

     “Merger Sub” shall have the meaning set forth in the Preamble.

     “Merger” shall have the meaning set forth in the Recitals.

     “Minority Shareholders” shall mean the holders of Levitt Class A Common Stock, other than BFC and the directors of Levitt who are not “independent” within the meaning of the rules and regulations of the NYSE.

     “NYSE” shall mean the New York Stock Exchange.

     “NYSE Arca” shall mean the NYSE Arca Stock Exchange.

     “Order” shall mean any judgment, ruling, order, writ, injunction, decree, consent decree, statute, rule or regulation.

     “OSHA” shall mean the Occupational Safety and Health Act of 1970, as amended from time to time, and the rules and regulations issued thereunder.

     “PBGC” shall mean the Pension Benefit Guaranty Corporation.

     “Permits” shall mean all permits, licenses, variances, registrations, certificates of authority, Orders and approvals of Governmental Entities.

     “Permitted Liens” shall mean (i) statutory Liens imposed by Law for Taxes that are not yet due and payable, or are being contested in good faith by proper proceedings and which have been adequately reserved for in accordance with GAAP on the Levitt Financial Statements or BFC

Financial Statements, as applicable, (ii) Liens which are purchase money Liens arising in the ordinary course of business for amounts which are not in default; (iii) carriers’, warehousemen’s, mechanics, landlords’, materialmen’s, repairmen’s or other substantially similar Liens arising under Law for amounts not yet due and payable; (iv) easements, rights-of-way and other similar instruments whether or not recorded in the public land records or filed in other public records and which do not, individually or in the aggregate, interfere with the use or marketability of the relevant asset; (v) zoning, subdivision and other applicable Laws; and (vi) amendments, extensions, renewals or replacements of any Lien referred to in clauses (i) through (v) above, to the extent that the scope, duration and effect of the Lien so amended, extended, renewed or replaced remains the same in all material respects.

     “Person” shall mean a natural person, corporation, limited liability company, association, joint stock company, trust, partnership, governmental entity, agency or branch or department thereof, or any other legal entity.

     “Plan” shall mean, with respect to any Person, any employee benefit plan (within the meaning of Section 3(3) of ERISA), stock purchase plan, stock option plan, fringe benefit plan, bonus plan and any other deferred compensation agreement or plan or funding arrangement sponsored, maintained or to which contribu