Amended Tender Offer Statement by Third Party (sc To-t/a)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

BBX Capital Corporation

(Name of Subject Company (Issuer))

BFC Financial Corporation

(Names of Filing Persons (Offeror))

Class A Common Stock, par value $0.01

(Title of Class of Securities)

05540P 100

(CUSIP Number of Class of Securities)

Alan B. Levan

Chairman, Chief Executive Officer and President

BFC Financial Corporation

401 East Las Olas Boulevard, Suite 800

Fort Lauderdale, Florida 33301

(954) 940-4900

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

Alison W. Miller

Stearns Weaver Miller Weissler

Alhadeff & Sitterson, P.A.

150 West Flagler Street, Suite 2200

Miami , Florida 33130

(305) 789-3200

CALCULATION OF FILING FEE

Transaction Valuation⁽¹⁾		Amount of Filing Fee⁽²⁾⁽³⁾
$95,424,420		$11,088.32

(1)

For purposes of calculating the filing fee only, this amount is based on the offer to purchase 4,771,221 shares of Class A Common Stock of BBX Capital Corporation (together with the associated preferred share purchase rights) at a purchase price of $20.00 per share.

(2)

The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as updated by Fee Rate Advisory No. 1 for Fiscal Year 2015, equals $116.20 per $1,000,000 of the transaction valuation. The full amount of the filing fee has been offset as set forth below.

(3)

The filing fee was previously paid in connection with the filing on March 20, 2015 of the initial Tender Offer Statement on Schedule TO through the fee offset described below.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $15,910.56	Filing Party: BFC Financial Corporation
Form or Registration No.: Form S-4 (333-190036)	Date Filed: February 14, 2014

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

This Amendment No. 2 to Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (which, together with this Amendment and any other amendments and supplements thereto, collectively constitute the “Schedule TO”) filed by BFC Financial Corporation, a Florida corporation (“BFC”), on March 20, 2015. The Schedule TO relates to the offer by BFC to purchase up to 4,771,221 shares of Class A Common Stock, par value $0.01 per share, together with the associated preferred share purchase rights (collectively, the “Shares”), of BBX Capital Corporation (“BBX Capital”) at a price of $20.00 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 20, 2015 (as it may be amended and supplemented, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended and supplemented, the “Letter of Transmittal” and, collectively with the Offer to Purchase, the “Offer”), copies of which are filed with this Schedule TO as exhibits. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Offer to Purchase.

This Amendment is being filed to amend and supplement the Items of the Schedule TO and the the Offer to Purchase, in each case as specifically set forth below. Pursuant to General Instruction F to Schedule TO, the information set forth in the Offer to Purchaser and Letter of Transmittal is incorporated herein by reference in response to the Items of Schedule TO, and is amended and supplemented by the information specifically set forth in this Amendment.

As permitted by General Instruction G to Schedule TO, this Amendment is also an amendment to the Schedule 13D filed by BFC on August 28, 2008, as previously amended, with respect to the Class A Common Stock of BBX Capital.

CUSIP No. 05540P 100


1.		Names of Reporting Persons BFC Financial Corporation (I.R.S. No. 59-2022148)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) þ
3.		SEC Use Only
4.		Source of Funds (See Instructions) N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.		Citizenship or Place of Organization Florida


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 8,328,356(1)
		8. Shared Voting Power 42
		9. Sole Dispositive Power 8,328,356(1)
		10. Shared Dispositive Power 42


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 8,328,398(1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.		Percent of Class Represented by Amount in Row (11) 51.5%
14.		Type of Reporting Person (See Instructions) HC

(1)

Includes 195,045 shares of BBX Capital’s Class B Common Stock owned by BFC. These shares are convertible at any time in BFC’s discretion on a share-for-share basis into BBX Capital’s Class A Common Stock.

Items 1, 2, 4, 5, 6, 7, 8 and 11

The Offer to Purchase and Items 1, 2, 4, 5, 6, 7, 8 and 11 of the Schedule TO, to the extent such Items incorporate by reference the following information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

1. The following sections of the Offer to Purchase are being amended and supplemented hereby:

(a)

The response to the question captioned “What is your source of funds for paying for the Shares?” under “Summary Term Sheet”;

(b)

The response to the question captioned “Are there any conditions to the Offer?” under “Summary Term Sheet”;

(c)

“Introduction”

(d)

“The Offer – Section 1 (Terms of the Offer; Expiration Date; Proration)”;

(e)

“The Offer – Section 10 (Source and Amount of Funds)”;

(f)

“The Offer – Section 12 (Conditions of the Offer)”; and

(g)

The “Related Party Transactions” section of “The Offer – Section 13 (Interests of Certain Persons in the Offer; Beneficial Ownership of the Shares; Transactions in the Shares; Related Party Transactions)”.

Except as described below, each of the above-listed sections of the Offer to Purchase is hereby amended and supplemented by inserting the following two paragraphs at the end of such section or the applicable subsection or portion thereof as indicated above:

“On April 17, 2015, BFC entered into a Loan Agreement and Promissory Note with Bluegreen Specialty Finance, LLC (“Bluegreen Specialty Finance”), a wholly owned subsidiary of Bluegreen, pursuant to which Bluegreen Specialty Finance agreed to provide an $80 million loan to BFC which may be used to fund BFC’s purchase of Shares and payment of related fees and expenses in the Offer. Amounts outstanding on the loan will bear interest at a rate of 10% per annum. Payment of interest only will be required on a quarterly basis, with all amounts outstanding being due and payable at the end of five years. BFC may prepay the loan in whole or in part at any time, and prepayments will be required, to the extent necessary, in order for Bluegreen or its subsidiaries to remain in compliance with covenants under their outstanding indebtedness. The loan will not be secured by any assets of BFC or other collateral. As described elsewhere in this Offer to Purchase, BFC and BBX Capital own 54% and 46%, respectively, of Woodbridge, which owns 100% of Bluegreen. A copy of the Loan Agreement and Promissory Note is attached as Exhibit (b)(1) to the Schedule TO and is incorporated herein by reference.

BFC intends to use cash on hand to purchase Shares in the Offer and to pay related fees and expenses to the extent the funds required to do so exceed $80 million. Accordingly, the financing condition to the Offer has been satisfied or waived, and consummation of the Offer is no longer subject to a financing condition. However, the Offer remains subject to certain other conditions as described herein, including that BFC determines that the purchase of Shares in the Offer will not be reasonably likely to result in BBX Capital’s Class A Common Stock being delisted from the NYSE or deregistered under the Exchange Act.”

Notwithstanding the foregoing, the “Related Party Transactions” section of “The Offer – Section 13 (Interests of Certain Persons in the Offer; Beneficial Ownership of the Shares; Transactions in the Shares; Related Party Transactions)” is hereby amended and supplemented by inserting only the first paragraph set forth above at the end of such section.

Item 12 Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

(a)(5)(ii)

Press Release issued by BFC Financial Corporation, dated April 17, 2015

(b)(1)

Loan Agreement and Promissory Note, dated April 17, 2015, between BFC Financial Corporation and Bluegreen Specialty Finance, LLC

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	BFC Financial Corporation

	/s/ Raymond S. Lopez
	Name: Raymond S. Lopez
	Title: Chief Financial Officer and Chief Accounting Officer

Date: April 17, 2015

Index to Exhibits

Exhibit Number		Description

(a)(1)(i)		Offer to Purchase, dated March 20, 2015*
(a)(1)(ii)		Letter of Transmittal*
(a)(1)(iii)		Notice of Guaranteed Delivery*
(a)(1)(iv)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees*
(a)(1)(v)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees*
(a)(5)(i)		Press Release issued by BFC Financial Corporation, dated March 17, 2015 (incorporated by reference to the Schedule TO-C filed by BFC Financial Corporation with the Securities and Exchange Commission on March 17, 2015)*
(a)(5)(ii)		Press Release issued by BFC Financial Corporation, dated April 17, 2015
(b)(1)		Loan Agreement and Promissory Note, dated April 17, 2015, between BFC Financial Corporation and Bluegreen Specialty Finance, LLC
(d)(1)		Letter dated April 1, 2015 from BFC Financial Corporation to the Special Committee of BBX Capital Corporation’s Board of Directors relating to BFC Financial Corporation’s Current Intentions as to its Ownership Interest in BBX Capital Corporation and the Potential Tax Sharing Agreement*
(d)(2)		Letter dated April 1, 2015 from BFC Financial Corporation to the Special Committee of BBX Capital Corporation’s Board of Directors relating to BBX Capital Corporation’s Class A Common Stock’s Registration under the Securities Exchange Act of 1934, Listing on the New York Stock Exchange and Related Corporate Governance Matters*
(g)		None
(h)		None

______________________________________________

* Previously filed

Exhibit (a)(5)(ii)

BFC Financial Corporation Announces Agreement for

$80 Million Loan to Finance BBX Capital Corporation Tender Offer

FORT LAUDERDALE, Florida – April 17, 2015 – BFC Financial Corporation (“BFC”) (OTCQB: BFCF) announced today that it has entered into a Loan Agreement and Promissory Note pursuant to which a wholly owned subsidiary of Bluegreen Corporation (“Bluegreen”) has agreed to provide an $80 million loan to BFC which may be used to fund BFC’s previously announced tender offer to purchase up to 4,771,221 shares of Class A Common Stock of BBX Capital Corporation (“BBX Capital”) at a cash purchase price of $20.00 per share. Amounts outstanding on the loan will bear interest at a rate of 10% per annum. Payments of interest only will be required on a quarterly basis, with all outstanding amounts being due and payable at the end of five years. BFC will be permitted to prepay the loan in whole or in part at any time, and prepayments will be required, to the extent necessary, in order for Bluegreen or its subsidiaries to remain in compliance with covenants under their outstanding indebtedness. BFC and BBX Capital own 54% and 46%, respectively, of Woodbridge Holdings, LLC, which owns 100% of Bluegreen.

BFC intends to use cash on hand to purchase shares in the tender offer and to pay related fees and expenses to the extent the funds required to do so exceed $80 million. Accordingly, the financing condition to the tender offer has been satisfied or waived, and the consummation of the tender offer is no longer subject to a financing condition. However, the tender offer remains subject to certain other conditions, including that BFC determines that the purchase of shares in the tender offer will not be reasonably likely to result in BBX Capital’s Class A Common Stock being delisted from the New York Stock Exchange or deregistered under the Securities Exchange Act of 1934. Alan B. Levan, Chairman, Chief Executive Officer and President of BFC said, “We are pleased that the financing is now in place and expect that we will be in a position to consummate the tender offer next week.”

The tender offer is scheduled to expire at 5:00 p.m., New York City time, on Friday, April 24, 2015, unless extended by the Company. The complete terms and conditions of the tender offer are contained in the Offer to Purchase (as amended) and related Letter of Transmittal. See “Additional Information and Where to Find it” below. Georgeson Inc. is the Information Agent for the tender offer. Computershare Trust Company, N.A. is the Depositary for the tender offer.

Additional Information and Where to Find it

This press release does not constitute an offer to buy or solicitation of an offer to sell any securities. This press release is for informational purposes only. The offer to purchase the shares of BBX Capital’s Class A Common Stock and the solicitation of the shares is being made only pursuant to the Offer to Purchase (as amended) and Related Letter of Transmittal, which have been mailed to BBX Capital’s shareholders and filed with the Securities and Exchange Commission (the "SEC"). BFC has also filed a Tender Offer Statement on Schedule TO and amendments thereto with the SEC. BBX Capital’s shareholders should read the tender offer materials and the documents incorporated therein by reference because they contain important information, including the various terms and conditions of the tender offer. The tender offer materials are available at no charge on the SEC’s website at www.sec.gov. BFC’s other public filings with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K are also available for free on the SEC’s website at www.sec.gov. BBX Capital’s shareholders may also obtain the offer to purchase, letter of transmittal and other related materials in connection with the tender offer by contacting Georgeson Inc., the Information Agent for the tender offer, toll-free at (877) 507-1756. BBX Capital’s shareholders should read these materials carefully before making any decision with respect to the tender offer.

About BFC Financial Corporation:

BFC (OTCQB: BFCF; BFCFB) is a holding company whose principal holdings include a 51% ownership interest in BBX Capital Corporation (NYSE: BBX) and its indirect ownership interest in Bluegreen Corporation. BFC owns a 54% equity interest in Woodbridge, the parent company of Bluegreen. BBX Capital owns the remaining 46% equity interest in Woodbridge. Bluegreen manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based, deeded vacation ownership plan with more than 180,000 owners, over 65 owned or managed resorts, and access to more than 4,500 resorts worldwide. BBX Capital, a New York Stock Exchange listed company, is involved in the acquisition, ownership, management, joint ventures and investments in real estate and real estate development projects, as well as acquisitions, investments and management of middle market operating businesses.

As of December 31, 2014, BFC had total consolidated assets of approximately $1.4 billion, shareholders' equity attributable to BFC of approximately $252.9 million, and total consolidated equity of approximately $446.7 million. BFC’s book value per share at December 31, 2014 was $3.03.

About Bluegreen Corporation:

Founded in 1966 and headquartered in Boca Raton, FL, Bluegreen Corporation (“Bluegreen Vacations”) is a sales, marketing and resort management company, focused on the vacation ownership industry and pursuing a capital-light business strategy. Bluegreen manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based, deeded vacation ownership plan with more than 180,000 owners, over 65 owned or managed resorts, and access to more than 4,500 resorts worldwide. Bluegreen also offers a portfolio of comprehensive, turnkey, fee-based service resort management, financial services, and sales and marketing on behalf of third parties.

About BBX Capital Corporation:

BBX Capital (NYSE: BBX) is involved in the acquisition, ownership, management of, joint ventures and investments in real estate and real estate development projects, as well as acquisitions, investments and management of middle market operating businesses. In addition, BBX Capital and its holding company, BFC Financial Corporation (OTCQB: BFCF), have a 46% and 54% respective ownership interest in Bluegreen Corporation. As a result of their ownership interests, BBX and BFC own 100% of Bluegreen. Bluegreen manages, markets and sells the Bluegreen Vacation Club, a flexible, points-based, deeded vacation ownership plan with more than 180,000 owners, over 65 owned or managed resorts, and access to more than 4,500 resorts worldwide.

As of December 31, 2014, BBX Capital had total consolidated assets of $392.9 million, shareholders' equity attributable to BBX Capital of approximately $309.8 million, and total consolidated equity of approximately $311.3 million. BBX Capital’s book value per share at December 31, 2014 was $19.16.

For further information, please visit our family of companies:

BFC Financial Corporation: www.BFCFinancial.com

Bluegreen Corp.: www.BluegreenVacations.com

BBX Capital: www.BBXCapital.com

Renin Corp.: www.ReninCorp.com

RoboVault: www.RoboVault.com

BBX Sweet Holdings: Hoffman’s Chocolates: www.Hoffmans.com, Williams & Bennett:

www.WilliamsandBennett.com, Jer’s Chocolates: www.Jers.com, Helen Grace Chocolates: www.HelenGrace.com, and Anastasia Confections: www.AnastasiaConfections.com

BFC Financial Contact Info:

Investor Relations: Leo Hinkley, Managing Director, 954- 940-4994

Email: LHinkley@BFCFinancial.com

Media Contact: Kip Hunter Marketing, 954-765-1329

Aimee Adler/ Jodi Goldstein

Email: aimee@kiphuntermarketing.com, jodi@kiphuntermarketing.com

# # #

This press release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. The forward looking statements in this press release are also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and involve substantial risks and uncertainties. These risks and uncertainties include, but are not limited to, those relating to the tender offer described in this press release, including that the conditions to closing the tender offer may not be satisfied, risks relating to the continued listing of BBX Capital’s Class A Common Stock on the New York Stock Exchange and the continued status of BBX Capital as an SEC reporting company, and the risk that the expected benefits to BFC from the tender offer may not be realized or maintained. Reference is also made to the risks and uncertainties detailed in reports filed by BFC with the SEC, including the “Risk Factors” sections thereof, which may be viewed on the SEC's website at www.sec.gov. BFC cautions that the foregoing factors are not exclusive.

Exhibit (b)(1)

LOAN AGREEMENT AND PROMISSORY NOTE

$80,000,000.00

April 17, 2015

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, BFC Financial Corporation, a Florida corporation (“Maker”), unconditionally promises to pay to the order of Bluegreen Specialty Finance, LLC, a Delaware limited liability company (“Holder”), without setoff, the principal sum of Eighty Million Dollars ($80,000,000.00) (the “Principal”), plus interest (the “Interest”) on the Principal from time to time remaining unpaid, calculated at a fixed rate of ten percent (10%) per annum (computed on the basis of a 360-day year of 12 consecutive, 30-day months for the number of days actually elapsed), and payable as hereinafter set forth.

1. Agreement to Make Loan; Use of Proceeds. This Loan Agreement and Promissory Note evidences a loan (the “Loan”) in the amount of the Principal which, subject to the terms and conditions hereof, shall be made by Holder to Maker. Maker shall use the proceeds of the Loan for general corporate purposes, including to fund Maker’s purchase of shares of the Class A Common Stock (together with the associated preferred share purchase rights) (the “Shares”) of BBX Capital Corporation pursuant to the Offer to Purchase dated March 20, 2015 and the related Letter of Transmittal (as each may be amended or supplemented from time to time) and to pay related fees and expenses (the “Offer”). Holder shall make the Loan to Maker promptly, and in any event within one (1) business day, following Holder’s receipt of written notice from Maker to fund the Loan. Holder shall make the Loan to Maker via automatic deposit or wire transfer to the account designated in writing by Maker. The date on which the Loan is made by Holder is sometimes hereinafter referred to as the “Loan Date.” Notwithstanding anything to the contrary contained herein, Maker shall have no payment or other obligations hereunder until the Loan is made by Holder in accordance with this Section.

2. Payments.

(a) Payments of Interest shall be paid by Maker to Holder on the first day of each calendar quarter, beginning on the first day of July 2015 and continuing on a quarterly basis thereafter until all unpaid Principal and accrued Interest is paid in full.

(b) Maker shall repay in full to Holder all unpaid Principal and accrued Interest on the fifth (5^th) anniversary of the Loan Date.

(c) Maker shall have the right at any time and from time to time to prepay amounts outstanding hereunder, in whole or in part, without premium or penalty. In the event prepayment of any amount outstanding hereunder is required in order for Holder or its parent company, or any of their respective subsidiaries (collectively, “Holder Affiliates”), to maintain compliance with any covenant applicable to any Holder Affiliate under credit agreements or other similar agreements or instruments pursuant to which any Holder Affiliate is the obligor, Holder shall provide written notice to Maker of the required prepayment, which notice shall include the date of the required prepayment (which may not be less than twenty (20) days following the date of delivery of such notice), the amount of the required prepayment (which shall be Holder’s best estimate of the amount necessary for the applicable Holder Affiliate to maintain compliance with the applicable covenant), and such other information as reasonably necessary to confirm the prepayment requirement and the facts and circumstances thereof. Maker shall make the prepayment required by any written notice delivered in accordance with the immediately preceding sentence on or before the date specified for prepayment in such written notice. Prepayments, whether voluntary at the option of Maker or required by Holder as provided herein, shall first be applied against accrued and unpaid Interest hereunder and shall then be applied to the Principal hereunder.

(d) All payments made to Holder hereunder shall be made: (i) in immediately available funds of lawful money of the United States of America; and (ii) to Holder at 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431, or at such other place as Holder may from time to time designate to Maker in writing (including, without limitation, by automatic deposit or wire transfer to an account designated in writing by Holder).

3. Authority. Each of Maker and Holder represents that (a) it has full power and authority to execute, deliver and perform its obligations hereunder, (b) that the person executing this Loan Agreement and Promissory Note on its behalf has been duly authorized by Maker or Holder, as the case may be, to so execute this Loan Agreement and Promissory Note, (c) that this Loan Agreement and Promissory Note constitutes the valid and binding obligation of Maker or Holder, as the case may be, and (d) that this Loan Agreement and Promissory Note does not conflict with, or constitute any default under, any agreement or instrument binding upon Maker or Holder, as the case may be.

4. Events of Default. Maker shall be in default hereunder (each, a “Default”) if: (a) Maker shall be adjudicated as bankrupt or insolvent, or admits in writing its inability to pay its debts as they mature, or makes a general assignment for the benefit of creditors; (b) Maker shall apply for or consent to the appointment of a receiver, trustee, or similar officer for Maker or for all or any substantial part of its property, or such receiver, trustee or similar officer shall be appointed without the application or consent of Maker and such appointment shall continue undischarged for a period of sixty (60) days; (c) Maker shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to Maker under the laws of any jurisdiction, or any such proceeding shall be instituted (by petition, application or otherwise) against Maker and shall remain undismissed for a period of sixty (60) days; or (d) Maker fails to make any payment due hereunder within ten (10) days after the date upon which such payment was due.

5. Default Remedies. Upon the occurrence of a Default, the entire unpaid Principal, together with accrued and unpaid Interest, shall be immediately due and payable without notice or demand, and all amounts then due hereunder shall bear interest at the rate equal to the lesser of fifteen percent (15%) per annum or the Highest Lawful Rate (as hereinafter defined). In addition, Maker agrees to pay all documented out-of-pocket costs of collection, including, without limitation, reasonable and documented out-of-pocket attorneys’ fees and expenses, in the event of a Default, whether or not a lawsuit is brought. No remedy made available by any provision hereof is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity.

6. No Usury. Holder shall never be entitled to receive, collect, or apply as interest on amounts outstanding hereunder (for purposes of this section, the word “interest” shall be deemed to include any sums treated as interest under applicable law governing matters of usury and unlawful interest), any amount in excess of the Highest Lawful Rate, and in the event Holder is ever deemed to receive, collect, or apply as interest any such excess, such amount which would be excessive interest shall be deemed a partial prepayment of the Principal and shall be treated hereunder as such. If the Principal is paid in full, any remaining excess shall be promptly paid to Maker, without interest. In determining whether or not the interest paid or payable under any specific contingency exceeds the Highest Lawful Rate, Maker and Holder shall, to the maximum extent permitted under applicable law: (i) characterize any non-Principal payment as an expense, fee or premium rather than as interest; (ii) exclude voluntary prepayments and the effects thereof; and (iii) spread the total amount of interest throughout the entire contemplated term hereof. For all purposes hereof, the term “Highest Lawful Rate” shall mean the maximum rate of interest which Holder is allowed to contract for, charge, take, reserve or receive under applicable law after taking into account, to the extent required by applicable law, any and all relevant payments or charges hereunder.

7. Taxes and Other Liabilities. Maker agrees to promptly pay, indemnify and hold harmless Holder from all federal, state and local taxes of any kind (except for federal or Florida franchise or income taxes based on Holder’s net income) and other liabilities with respect to or resulting from the execution or delivery hereof or advances made pursuant hereto, provided that such indemnity shall not be available to the extent that such liabilities, resulted from the gross negligence or willful misconduct of Holder, as determined by a court of competent jurisdiction in a final and non-appealable judgment.

8. Governing Law; Venue. This Loan Agreement and Promissory Note shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to conflicts of law principles. Maker and Holder each (i) irrevocably consents to the exclusive jurisdiction of any state or federal court sitting in Broward County, Florida, in any litigation in connection with or to enforce this Loan Agreement and Promissory Note and (ii) irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such litigation brought in any such court and any claim that any such litigation brought in any such court has been brought in an inconvenient forum.

9. Miscellaneous.

(a) Maker waives demand, presentment, protest, dishonor and notice of maturity, non-payment or protest and all other requirements to hold Maker liable. Maker shall raise no defense other than that payment has been made. Maker shall not raise any claims of set off in any action or proceeding.

(b) If a payment of any amount hereunder becomes due on a Saturday, Sunday or other legal holiday on which banks in the State of Florida are closed, then the due date shall be extended to the next succeeding business day.

(c) If any provision hereof or portion thereof is declared or found by a court of competent jurisdiction to be unenforceable or null and void, such provision or portion thereof shall be deemed stricken and severed from this Loan Agreement and Promissory Note, and the remaining provisions and portions thereof shall continue in full force and effect.

(d) This Loan Agreement and Promissory Note may not be transferred or assigned by Holder without the prior written consent of Maker, such consent not to be unreasonably withheld, delayed or conditioned.

(e) This Loan Agreement and Promissory Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Maker or Holder, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

(f) A delay by Holder in exercising a right or remedy shall not constitute a waiver thereof. No waiver by Holder of any Default hereunder shall be deemed to constitute a waiver of any subsequent or other Default. No exercise of any right or remedy hereunder shall preclude the exercise of any other right or remedy which Holder may have in law or in equity to enforce the paying of this Loan Agreement and Promissory Note or the collection of the amounts owed hereunder.

(g) The headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation hereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Maker has duly executed this Loan Agreement and Promissory Note as of the day and year first above written.