11,500,000 Shares BFC Financial Corporation Class A Common Stock Underwriting Agreement dated July __, 2007 JMP SECURITIES LLC.

Exhibit 1.1

11,500,000 Shares

BFC Financial Corporation

Class A
Common Stock

Underwriting Agreement

dated July __, 2007

JMP SECURITIES LLC.

TABLE OF CONTENTS

						PAGE
Section 1		Representations and Warranties of the Company					2
		(a)		Compliance with Registration Requirements			2
		(b)		Content of Registration Statement and Prospectus			3
		(c)		Ineligible Issuer			3
		(d)		Offering Materials Furnished to the Underwriters			3
		(e)		Distribution of Offering Material by the Company			3
		(f)		The Underwriting Agreement			4
		(g)		Authorization of the Offered Shares			4
		(h)		No Applicable Registration or Other Similar Rights			4
		(i)		No Material Adverse Change			4
		(j)		Independent Accountants			4
		(k)		Preparation of the Financial Statements			4
		(l)		Incorporation and Good Standing of the Company and Its Subsidiaries			5
		(m)		Subsidiaries of the Company			5
		(n)		No Prohibition on Subsidiaries from Paying Dividends or Making Other Distributions			5
		(o)		Capitalization and Other Capital Stock Matters			6
		(p)		Lock-up Agreements			6
		(q)		Stock Exchange Listing			6
		(r)		Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required			6
		(s)		No Material Actions or Proceedings			7
		(t)		Labor Matters			7
		(u)		Intellectual Property Rights			7
		(v)		All Necessary Permits, etc			8
		(w)		Title to Properties			8
		(x)		Tax Law Compliance			8
		(y)		No Transfer Taxes or Other Fees			8
		(z)		Company Not an “Investment Company”			8
		(aa)		Insurance			9
		(bb)		No Price Stabilization or Manipulation			9
		(cc)		Related Party Transactions			9
		(dd)		Company’s Accounting System			9
		(ee)		Exchange Act Compliance			10
		(ff)		No Unlawful Contributions or Other Payments			10
		(gg)		Compliance with Environmental Laws			10
		(hh)		ERISA Compliance			11
		(ii)		Compliance with Certain Laws			11
		(jj)		Finder’s Fees			12

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Section 2		Purchase, Sale and Delivery of the Offered Shares					12
		(a)		The Firm Offered Shares			12
		(b)		The First Closing Date			12
		(c)		The Optional Offered Shares; the Second Closing Date			12
		(d)		Public Offering of the Offered Shares			13
		(e)		Payment for the Offered Shares			13
		(f)		Delivery of the Offered Shares			14
		(g)		Delivery of Prospectus to the Underwriters			14
Section 3		Additional Covenants of the Company					14
		(a)		Representative’s Review of Proposed Amendments and Supplements			14
		(b)		Securities Act Compliance			15
		(c)		Amendments and Supplements to the Prospectus and Other Securities Act Matters			15
		(d)		Copies of any Amendments and Supplements to the Prospectus			15
		(e)		Blue Sky Compliance			15
		(f)		Notice of Subsequent Events Affecting the Market Price of the Common Stock or Offered Shares			16
		(g)		Use of Proceeds			16
		(h)		Transfer Agent			16
		(i)		Earnings Statement			16
		(j)		Periodic Reporting Obligations			16
		(k)		Agreement Not to Offer or Sell Additional Securities			16
		(l)		Future Reports to the Representative			17
		(m)		Investment Company Act			17
Section 4		Conditions of the Obligations of the Underwriters					17
		(a)		Accountants’ Original Comfort Letter			17
		(b)		Accountants’ Bring-down Comfort Letter			18
		(c)		Compliance with Registration Requirements; No Stop Order; No Objection from the NASD			18
		(d)		No Material Adverse Change or Ratings Agency Change			19
		(e)		Opinion of Counsel to the Company			19
		(f)		Opinion of Counsel for the Underwriters			19
		(g)		Officers’ Certificate			19
		(h)		Lock-Up Agreement from Certain Securityholders of the Company			21
		(i)		Additional Documents			21
Section 5		Payment of Expenses					21
Section 6		Reimbursement of the Underwriters’ Expenses					22
Section 7		Effectiveness of this Agreement					22
Section 8		Indemnification					22
		(a)		Indemnification of the Underwriters			22
		(b)		Indemnification of the Company, Its Directors and Officers			24
		(c)		Information Provided by the Underwriters			24

						PAGE
		(d)		Notifications and Other Indemnification Procedures			25
		(e)		Settlements			25
Section 9		Contribution					26
Section 10		Default of One or More of the Several Underwriters					27
Section 11		Termination of This Agreement					28
Section 12		Representations and Indemnities to Survive Delivery					28
Section 13		Notices					28
Section 14		Successors					29
Section 15		Partial Unenforceability					29
Section 16		Governing Law Provisions					29
		(a)		Choice of Law			29
		(b)		Consent to Jurisdiction			30
		(c)		Waiver of Immunity			30
Section 17		General Provisions					30

LIST OF SCHEDULES

SCHEDULE A		LIST OF THE UNDERWRITERS
SCHEDULE B		TIME OF SALE PROSPECTUS
SCHEDULE C		SUBSIDIARIES
SCHEDULE D		PARTIES TO LOCK-UP AGREEMENT

LIST OF EXHIBITS

EXHIBIT A		FORM OF LEGAL OPINION OF COUNSEL FOR THE COMPANY
EXHIBIT B		FORM OF LOCK-UP AGREEMENT

Underwriting Agreement

July __, 2007

JMP SECURITIES LLC
600 Montgomery Street
San Francisco, California 94111
   As Representative of the several Underwriters

Ladies and Gentlemen:

      Introductory. BFC Financial Corporation, a Florida corporation (the “ Company ”), proposes to issue and sell to the several underwriters named in Schedule A (“List of the Underwriters”) attached hereto (collectively, the “ Underwriters ”) an aggregate of 10,000,000 shares (the “ Firm Offered Shares ”) of its Class A Common Stock, par value $0.01 per share (the “ Common Stock ”) in accordance with the terms and conditions set forth in this Underwriting Agreement (the “ Agreement ”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,500,000 shares (the “ Optional Offered Shares ”) of Common Stock, as provided in Section 2 (“Purchase, Sale, and Delivery of the Offered Shares”). The Firm Offered Shares and, if and to the extent such option is exercised, the Optional Offered Shares are collectively called the “ Offered Shares .” JMP Securities LLC (“ JMP ”) has agreed to act as representative of the several Underwriters (in such capacity, the “ Representative ”) in connection with the offering and sale of the Offered Shares.

     The Company has met all the conditions in order to use Form S-3 for registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “ Securities Act ”) and has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-3 (File No. 333-141632), which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including all documents incorporated or deemed to be incorporated by reference therein and financial statements, exhibits, and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “ Securities Act ”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 434 under the Securities Act, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “ Exchange Act ”) is called the “ Registration Statement .” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “ Rule 4 62(b) Registration Statement ,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares, is called the “ Prospectus. ” All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“ EDGAR ”).

     All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Time of Sale Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Time of Sale Prospectus or the Prospectus shall be deemed to include the filing of any document under the Exchange Act and the rules and regulations of the Commission promulgated thereunder which is or is deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be.

     For purposes of this Agreement, “ free writing prospectus ” has the meaning set forth in Rule 405 under the Securities Act, “ preliminary prospectus ” means any preliminary prospectus relating to the Offered Shares included in the Registration Statement, “ Time of Sale Prospectus ” means the preliminary prospectus together with the free writing prospectuses, if any, each identified in Schedule B hereto, and “ broadly available road show ” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “preliminary prospectus,” “Time of Sale Prospectus” and “prospectus” shall include the documents, if any, incorporated by reference therein.

     The Company hereby confirms its respective agreements with the Underwriters as follows:

      Section 1 Representations and Warranties of the Company . The Company hereby represents, warrants, and covenants to each Underwriter as follows:

           (a) Compliance with Registration Requirements . The Registration Statement and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus, when filed, complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EDGAR (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Offered Shares.

           (b) Content of Registration Statement and Prospectus

(i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Offered Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 2), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus, any broadly available road show, or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by or on behalf of an Underwriter (either directly by such Underwriter or through you) expressly for use therein. There are no contracts or other documents required to be described in the Time of Sale Prospectus and the Prospectus or to be filed as exhibits to the Registration Statement that have not been described or filed as required.

           (c) Ineligible Issuer . The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus

           (d) Offering Materials Furnished to the Underwriters . The Company has delivered to the Representative conformed copies of the Registration Statement (without exhibits), preliminary prospectuses, free writing prospectuses, if any, and the Prospectus, as amended or supplemented, in such quantities and at such places as the Representative has requested for each of the Underwriters.

           (e) Distribution of Offering Material by the Company . The Company has not distributed and will not distribute, prior to the later of the Second Closing Date (as defined in Section 2) or the completion of the Underwriters’ distribution of the Offered Shares, any offering material in connection with the offering and sale of the Offered Shares other than a preliminary prospectus, a free writing prospectus, if any, the Prospectus, or the Registration Statement.

           (f) The Underwriting Agreement . This Agreement has been duly authorized, executed, and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as (i) rights to indemnification hereunder may be limited by applicable law and (ii) the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

           (g) Authorization of the Offered Shares . The Offered Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid, and non-assessable.

           (h) No Applicable Registration or Other Similar Rights . There are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as have been duly waived.

           (i) No Material Adverse Change . Subsequent to the respective dates as of which information is given in the Time of Sale Prospectus: (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations, or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its Subsidiaries, taken as a whole (any such change is called a “ Material Adverse Change ”); (ii) the Company and its Subsidiaries, taken as a whole, have not incurred any material liability or obligation, indirect, direct, or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid, or made by the Company or, except for dividends paid to the Company or its other Subsidiaries, any of its Subsidiaries on any class of capital stock, or repurchase or redemption by the Company or any of its Subsidiaries of any class of capital stock, except in each case as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, respectively, or regular cash dividends paid by BankAtlantic Bancorp, Inc. or Levitt Corporation consistent with past practice.

           (j) Independent Accountants . PricewaterhouseCoopers LLP, who has expressed its opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) and supporting schedules filed with the Commission as a part of the Registration Statement and included in the Prospectus, is an independent public or certified public accountant as required by the Securities Act and the Exchange Act.

           (k) Preparation of the Financial Statements . The financial statements filed with the Commission as a part of the Registration Statement and included in the Time of Sale Prospectus and the Prospectus present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles, as applied in the United States, (“ GAAP ”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions “Prospectus Summary—Summary Consolidated Financial and Other Data,” “Prospectus Summary — Summary Parent Company Only Financial Data,” “Selected Consolidated Financial and Other Data,” “Selected Parent Company Only Financial Data,” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.

           (l) Incorporation and Good Standing of the Company and Its Subsidiaries . Each of the Company and its Subsidiaries (as defined below) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock of each Subsidiary owned, directly or indirectly, by the Company has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, or claim, except as disclosed in each of the Time of Sale Prospectus and the Prospectus.

           (m) Subsidiaries of the Company . For purposes of this Agreement, the terms “Subsidiary” or “Subsidiaries” shall be deemed to refer to the entities listed on Schedule B. The Company directly or indirectly owns approximately the percentage of the equity interests in the Subsidiaries as set forth on Schedule B . As of the date hereof, Levitt Corporation, a Subsidiary of the Company, owns approximately 9.5 million shares of common stock of Bluegreen Corporation (“Bluegreen”), which represents approximately 31% of Bluegreen’s outstanding common stock.

           (n) No Prohibition on Subsidiaries from Paying Dividends or Making Other Distributions . No Subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company, except for restrictions contained in financing agreements or as described in each of the Time of Sale Prospectus and the Prospectus.

           (o) Capitalization and Other Capital Stock Matters . The authorized, issued, and outstanding capital stock of the Company is as set forth in each of the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” and will have the adjusted capitalization set forth therein on the Closing Date based upon the assumptions set forth therein. The Common Stock (including the Offered Shares) and all other shares of capital stock issued by the Company conforms in all material respects to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding shares of Common Stock and all other shares of capital stock issued by the Company have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal, or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal, or other rights to purchase, or equity or debt securities convertible into, exchangeable or exercisable for, any capital stock of the Company or any of its Subsidiaries other than those accurately set forth in each of the Time of Sale Prospectus and the Prospectus as adjusted for issuances and exercises in the ordinary course of business since the date as of which, information is provided in the Time of Sale Prospectus.

           (p) Lock-up Agreements . Each of the persons set forth on Schedule D has signed an agreement (the “ Lock-up Agreement ”) substantially in the form attached hereto as Exhibit B (“Form of Lock-up Agreement”). The Company has provided to counsel for the Underwriters true, accurate, and complete copies of all of the Lock-up Agreements.

           (q) Stock Exchange Listing . The Common Stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “ Exchange Act ”), and is listed on the NYSE Arca Stock Exchange (the “ NYSE ”), and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the NYSE, nor has the Company received any notification that the Commission or the NYSE is contemplating terminating such registration or listing. At the Closing Date, the Offered Shares will be duly approved for listing on the NYSE, subject only to official notice of issuance.

           (r) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required . Neither the Company nor any of its Subsidiaries is in violation of its charter (or other equivalent organizational document) or by-laws (or other equivalent organizational document) or is in default (or, with the giving of notice or lapse of time, would be in default) (“ Default ”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its Subsidiaries is subject (each, an “ Existing Instrument ”), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery, and performance of this Agreement and consummation of the transactions contemplated hereby and by the Time of Sale Prospectus and the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws (or other equivalent organizational document) of the

6

Company or any Subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges, or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change, and (iii) will not result in any violation of any law, administrative regulation, or administrative or court decree applicable to the Company or any Subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery, and performance of this Agreement and consummation of the transactions contemplated hereby and by the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and from the National Association of Securities Dealers, Inc. (the “ NASD ”).

           (s) No Material Actions or Proceedings . Except as disclosed in each of the Time of Sale Prospectus and Prospectus, there is no legal or governmental action, suit or proceeding pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or, to the knowledge of the Company, Bluegreen (except as disclosed by Bluegreen in its reports filed under the Exchange Act prior to the date hereof), that could reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated hereby.

           (t) Labor Matters . No material labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the best knowledge of the Company, is threatened or imminent, and the Company is not aware of any existing, threatened or imminent labor disturbance of its or any of its Subsidiaries, principal suppliers, manufacturers or contractors the could reasonable be expected to result in a Material Adverse Change.

           (u) Intellectual Property Rights . The Company and its Subsidiaries own or possess sufficient trademarks, trade names, patent rights, patents, know-how, collaborative research agreements, inventions, servicemarks, copyrights, licenses, approvals, trade secrets, and other similar rights necessary to conduct their businesses as now conducted or as proposed to be conducted, as described in each of the Time of Sale Prospectus and the Prospectus (collectively, “ Intellectual Property Rights ”). The expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change. Neither the Company nor any of its Subsidiaries has received any written notice of, and has no knowledge of, any infringement of or conflict with asserted rights of the Company by others with respect to any Intellectual Property Rights which could reasonably be expected to result in a Material Adverse Change. Neither the Company nor any of its Subsidiaries has received any written notice of, and neither the Company nor any of its Subsidiaries has any knowledge of, any claim being made against the Company or any of its Subsidiaries regarding any kind of Intellectual Property Right, which if determined adversely to the Company or any such Subsidiary, could reasonably be expected to result in a Material Adverse Change. The Company and its Subsidiaries do not, in the conduct of their business as now or proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, infringe or conflict with any right or patent of any third party, or any discovery, invention, product, or process which is the subject of a patent application filed by any third party, known to the Company or any of its Subsidiaries, which such infringement or conflict is reasonably likely to result in a Material Adverse Change.

           (v) All Necessary Permits, etc . The Company and each Subsidiary possess such valid and current certificates, authorizations, or permits issued by the appropriate state, federal, or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except where the failure to possess such certificate, authorization or permit could not reasonably be expected to result in a Material Adverse Change and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to result in a Material Adverse Change.

           (w) Title to Properties . The Company and each of its Subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(k) above (or elsewhere in the Time of Sale Prospectus and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims, and other defects except such as (i) are described in each of the Time of Sale Prospectus and the Prospectus, (ii) are liens or security interests and encumbrances arising in the ordinary course of the Company’s or any Subsidiary’s business and the financing thereof that do not materially affect the use of such property or (iii) do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries. The real property, improvements, equipment, and personal property held under lease by the Company or any Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment, or personal property by the Company or such Subsidiary.

           (x) Tax Law Compliance . The Company and its Subsidiaries have timely filed (after taking into account all applicable extensions) all necessary material federal, state, and foreign income and franchise tax returns, except where the failure to timely file could not reasonably be expected to result in a Material Adverse Change and all such tax returns are true, complete and correct in all material respects. The Company and its Subsidiaries have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine, or penalty levied against any of them. The Company is not aware of any tax deficiency that has been or might be asserted or threatened against the Company or any of its Subsidiaries except that Levitt Corporation has been notified by the Internal Revenue Services that its federal return for the year ended December 31, 2004 has been selected for examination.

           (y) No Transfer Taxes or Other Fees . There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid by the Company in connection with the execution and delivery of this Agreement or the issuance and sale by the Company of the Offered Shares.

           (z) Company Not an “Investment Company” . The Company is not, and after receipt of payment for the Offered Shares and the application of the proceeds thereof as described in the Time of Sale Prospectus, will not be, an “investment company,” or an entity

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“controlled” by an “investment company,” within the meaning of The Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “ Investment Company Act ”) and will conduct its business in a manner so that it will not become subject to the Investment Company Act.

      (aa) Insurance . Each of the Company and its Subsidiaries are insured with policies by insurers of recognized financial responsibility in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, but not limited to, policies covering real and personal property owned or leased by the Company and its Subsidiaries against theft, damage, destruction, acts of vandalism, earthquakes, general liability, and directors and officers liability. The Company has no reason to believe that the Company and each of its Subsidiaries will not be able (i) to renew its existing insurance coverage in all material respects as and when such policies expire, or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change. Neither of the Company nor any Subsidiary has been denied any material insurance coverage which it has sought or for which it has applied in the last five (5) years.

      (bb) No Price Stabilization or Manipulation . The Company has not taken and will not take, directly or indirectly, any action which was designed to, or that might be expected to cause or result in, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares. The Company has not taken, directly or indirectly, any action that stabilized or manipulated the price of any security of the Company.

      (cc) Related Party Transactions . There are no business relationships or related-party transactions involving the Company or any Subsidiary or any other person required to be described in the Time of Sale Prospectus or Prospectus that have not been described as required.

      (dd) Company’s Accounting System . The Company and each of its Subsidiaries that has securities registered under the Exchange Act (i) makes and keeps accurate books and records and (ii) maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) which provide reasonable assurance regarding the reliability of financial reporting that are in compliance with the Sarbanes-Oxley Act of 2002, including, without limitation, Items 307 and 308 of Regulation S-K and that (A) transactions are executed in accordance with management’s authorization, (B) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, each in accordance with GAAP and the rules and regulations promulgated by the Public Company Accounting Oversight Board, (C) access to its assets is permitted only in accordance with management’s authorization and (D) the reported accountability for its assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any difference.

      (ee) Exchange Act Compliance . The documents incorporated or deemed to be incorporated by reference in the Time of Sale Prospectus and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Time of Sale Prospectus and the Prospectus, at the time the Registration Statement and any amendments thereto become effective, at the First Closing Date, and at the Second Closing Date, as the case may be, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

      (ff) No Unlawful Contributions or Other Payments . Neither the Company nor any of its Subsidiaries nor, to the best knowledge of the Company, any director, officer, employee or agent of the Company or any Subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state, or foreign office in violation of any law or of the character required to be disclosed in the Time of Sale Prospectus or the Prospectus.

      (gg) Compliance with Environmental Laws . Except as would not, individually or in the aggregate, result in a Material Adverse Change (i) the Company and its Subsidiaries, and to the knowledge of the Company, Bluegreen (except as disclosed by Bluegreen in its reports filed under the Exchange Act prior to the date hereof), are in compliance with all federal, state, local, or foreign law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, and petroleum products (collectively, “ Materials of Environmental Concern ”), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Materials of Environmental Concern (collectively, the “ Environmental Laws ”), which includes, but is not limited to, compliance with any permits or other governmental authorizations required for the operation of the business of the Company or its Subsidiaries under applicable Environmental Laws, or compliance with the terms and conditions thereof, and neither the Company nor any of its Subsidiaries has received any written communication, whether from a governmental authority, citizens group, employee, or otherwise, that alleges that the Company or any of its Subsidiaries is in violation of any Environmental Law; (ii) there is no claim, action, or cause of action filed with a court or governmental authority, no investigation with respect to which the Company or any Subsidiary has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees, or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any of its Subsidiaries, or to the knowledge of the Company, Bluegreen (except as disclosed by Bluegreen in its reports filed under the Exchange Act prior to the date hereof), now or in the past

(collectively, the “ Environmental Claims ”), pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its Subsidiaries has retained or assumed either contractually or by operation of law; and (iii) there are no past or present actions, activities, circumstances, conditions, events, or incidents, including, without limitation, the release, emission, discharge, presence, or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the Company or any of its Subsidiaries, or to the knowledge of the Company, against Bluegreen (except as disclosed by Bluegreen in its reports filed under the Exchange Act prior to the date hereof) any person or entity whose liability for any Environmental Claim the Company or any of its Subsidiaries has retained or assumed either contractually or by operation of law. The Company is not currently aware that it will be required to make future material capital expenditures to comply with Environmental Laws.

      (hh) ERISA Compliance . The Company and its Subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ ERISA ”)) established or maintained by the Company, its Subsidiaries, or their “ ERISA Affiliates ” (as hereinafter defined) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or a Subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (collectively, the “ Code ”) of which the Company or such Subsidiary is a member. With respect to each “employee pension benefit plan” (as described under ERISA Section 3(2)) established or maintained by the Company, its Subsidiaries, or any of their ERISA Affiliates that is designed to provide broad-based benefits, such plan is intended to be qualified under Section 401(a) of the Code and the plan sponsor has taken all actions to ensure that the plan is so qualified in form and operation.

      (ii) Compliance with Certain Laws. The Company and its Subsidiaries, and to the knowledge of the Company, Bluegreen (except as disclosed by Bluegreen in its reports filed under the Exchange Act prior to the date hereof), are in compliance in all material respects with all applicable federal, state and local laws and regulations applicable to them, including, without limitation, with respect to BankAtlantic Bancorp and BankAtlantic Bank, the USA PATRIOT Act, Bank Secrecy Act, Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Truth-In-Lending Act, the Fair Credit Billing Act, the Equal Credit Opportunity Act, the Gramm-Leach-Biley Act privacy provisions, the Fair Credit Reporting Act and the respective rules and regulations thereunder, and comparable statutes in states where customers of the Company and its Subsidiaries are located, and the respective rules and regulations thereunder. Except as disclosed in each of the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its Subsidiaries is a party to any agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any extraordinary supervisory letter from, or has adopted any board resolutions at the request of any regulatory

authority which restricts materially the conduct of its business, nor has the Company or any of its Subsidiaries been advised by any of the regulatory authorities that it is contemplating issuing or requesting (or considering the appropriateness of issuing or requesting) any of the foregoing.

      (jj) Finder’s Fees . Except as described in each of the Time of Sale Prospectus and the Prospectus under “Underwriting,” there are no claims, payments, issuances, arrangements or understandings, whether oral or written, entered into or committed to by the Company or any Subsidiary for services in the nature of a finder’s or origination fee with respect to the sale of the Offered Shares hereunder.

     Any certificate signed by an officer of the Company and delivered to the Representative or to counsel for the Underwriters shall be deemed to be a representation and warr