0000950144-07-005161 Sample Contracts

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • May 24th, 2007 • Bluegreen Corp • Real estate agents & managers (for others) • New York

Second Amendment (this “Amendment”) dated as of May 21, 2007 to the Rights Agreement, dated as of July 27, 2006, between Bluegreen Corporation, a Massachusetts corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”), as amended on October 16, 2006 (as so amended, the “Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

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AMENDMENT TO STIPULATION AND ORDER
Stipulation and Order • May 24th, 2007 • Bluegreen Corp • Real estate agents & managers (for others) • Florida

THIS AMENDMENT TO STIPULATION AND ORDER (the “Amendment”) is made and entered into as of the 21st day of May, 2007, by and between David A. Siegel, David A. Siegel Revocable Trust, Central Florida Investments (together, the “Shareholders”) and Bluegreen Corporation, a Massachusetts corporation (the “Company”).

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