BBX CAPITAL FLORIDA LLC and , as Rights Agent RIGHTS AGREEMENT Dated as of , 2020Rights Agreement • August 27th, 2020 • BBX Capital Florida LLC • Retail-food stores • Florida
Class B Common Stock (other than pursuant to certain limited exceptions expressly set forth in the Rights Agreement, including a dividend or distribution paid or made by the Company on its Common Stock in shares of Common Stock or pursuant to a split or subdivision of the outstanding Common Stock) which results in such person beneficially owning 5% or more of the outstanding shares of Class A Common Stock, Class B Common Stock or total combined Common Stock.
TAX MATTERS AGREEMENTTax Matters Agreement • August 27th, 2020 • BBX Capital Florida LLC • Retail-food stores
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of _______, 2020, is by and among BBX Capital Corporation, a Florida corporation (“Parent”), and BBX Capital Florida LLC, a Florida limited liability company (“New BBX Capital”). Each of Parent and New BBX Capital is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 27th, 2020 • BBX Capital Florida LLC • Retail-food stores
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of _______, 2020, is by and among BBX Capital Corporation, a Florida corporation (“Parent”), and BBX Capital Florida LLC, a Florida limited liability company (“New BBX Capital”). Each of Parent and New BBX Capital is sometimes referred to herein as a “Party” and, collectively, as the “Parties.” For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Separation Agreement (as defined below).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 27th, 2020 • BBX Capital Florida LLC • Retail-food stores
This EMPLOYEE MATTERS AGREEMENT, dated as of ___________, 2020 (this “Agreement”), is entered into by and among BBX Capital Corporation, a Florida corporation (“Parent”), and BBX Capital Florida LLC, a Florida limited liability company (“New BBX Capital”). Each of Parent and New BBX Capital is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to such terms in the Separation Agreement (as defined below).
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • August 27th, 2020 • BBX Capital Florida LLC • Retail-food stores • Florida
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of ________, 2020 (this “Agreement”), is entered into by and among BBX Capital Corporation, a Florida corporation (“Parent”), and BBX Capital Florida LLC, a Florida limited liability company and wholly-owned subsidiary of Parent (“New BBX Capital”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.”
