SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No.     )*

BFC Financial Corporation

(Name of Issuer)

Class B Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

055384101

(CUSIP Number)

Alan B. Levan

401 E. Las Olas Blvd., Suite 800

Fort Lauderdale, Florida 33301

(954) 940-4900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 15, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 055384101

1.	Names of Reporting Persons Alan B. Levan
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) Not Applicable
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☒
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 5,438,495
		8.	Shared Voting Power 8,566,567
		9.	Sole Dispositive Power 5,438,495
		10.	Shared Dispositive Power 970,750
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,005,062
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11) 93.6%
14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 055384101

1.	Names of Reporting Persons Levan Partners LLC (I.R.S. No. 46-4117885)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) Not Applicable
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 707,882
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 707,882
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 707,882
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11) 4.7%
14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 055384101

1.	Names of Reporting Persons Florida Partners Corporation (I.R.S. No. 59-2354501)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) Not Applicable
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 133,314
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 133,314
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 133,314
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11) 0.9%
14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 055384101

1.	Names of Reporting Persons Levan BFC Stock Partners LP (I.R.S. No. 20-4185196)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) Not Applicable
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 1,684,571
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 1,684,571
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,684,571
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11) 11.2%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 055384101

1.	Names of Reporting Persons John E. Abdo
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) Not Applicable
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 5,913,197
		9.	Sole Dispositive Power 4,443,580
		10.	Shared Dispositive Power 370,750
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,913,197
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11) 39.4%
14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 055384101

1.	Names of Reporting Persons Jarett S. Levan
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) Not Applicable
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,652,170
		9.	Sole Dispositive Power 177,451
		10.	Shared Dispositive Power 850,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,652,170
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11) 17.7%
14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 055384101

1.	Names of Reporting Persons Seth M. Wise
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions) Not Applicable
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 0
		8.	Shared Voting Power 1,325,286
		9.	Sole Dispositive Power 525,853
		10.	Shared Dispositive Power 250,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,325,286
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11) 8.8%
14.	Type of Reporting Person (See Instructions) IN

Amendment to Schedule 13D

This Amendment to Schedule 13D is being filed by the reporting persons set forth on the cover sheets hereto to amend the Amended and Restated Schedule 13D filed on December 14, 2007, as previously amended (the “Schedule 13D”), relating to the Class B Common Stock, par value $0.01 per share, of BFC Financial Corporation, a Florida corporation (“BFC”), solely to the extent set forth herein, including to file as exhibits to the Schedule 13D copies of the Memorandums listed in Item 7 below relating to the reporting persons’ respective holdings of BFC’s Class B Common Stock.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is supplemented as follows:

On November 15, 2016, Alan B. Levan converted 31,000 shares of BFC’s Class B Common Stock into 31,000 shares of BFC’s Class A Common Stock in connection with his gifting of such shares of BFC’s Class A Common Stock to a third party organization.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is amended to add the following exhibits:

Exhibit 1	Memorandum, dated September 26, 2014 (superseding the Memorandum dated June 14, 2002, as amended) between Alan Levan and John E. Abdo, individually and as Trustee under the Trust Agreement dated March 15, 1976 for the benefit of John E. Abdo
Exhibit 2	Memorandum, dated September 15, 2014, between Alan Levan and Jarett Levan
Exhibit 3	Memorandum, dated October 1, 2014, between Jarett Levan and Seth Wise

Signature

After reasonable 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.

November 15, 2016

Date

/s/ Alan B. Levan

Alan B. Levan

/s/ John E. Abdo

John E. Abdo

/s/ Jarett S. Levan

Jarett S. Levan

/s/ Seth M. Wise

Seth M. Wise

Levan Partners LLC

/s/ Alan B. Levan

Signature

Alan B. Levan/Manager

Name/Title

Florida Partners Corporation

/s/ Alan B. Levan

Signature

Alan B. Levan/President

Name/Title

Levan BFC Stock Partners LP

By: Levan Management LLC

Its General Partner

/s/ Alan B. Levan

Signature

Alan B. Levan/President

Name/Title

EX-99.1

Exhibit 1

MEMORANDUM

This Memorandum will confirm the agreement of Alan Levan and John E. Abdo (both individually and as Trustee under the Trust Agreement dated March 15, 1976 (the “Trust”) for the benefit of John E. Abdo) concerning certain matters relating to the transfer and voting of their shares of the capital stock of BFC Financial Corporation (“BFC”) and supersedes in all respects the Memorandum dated June 14, 2002, (as amended or supplemented), which was previously entered into by the parties. Schedule A indicates the shares of BFC’s Class A and Class B Common Stock currently beneficially owned or otherwise controlled by Alan Levan and John E. Abdo or the Trust.

This Memorandum documents our agreement as follows:

1. Mr. Abdo and the Trust will vote all of the Class B Common Stock directly or indirectly beneficially owned by either of them or which otherwise are subject to the control of either of them in the same manner that Mr. Levan votes the shares of Class B Common Stock he holds or controls.

1.1 Further, for as long as Mr. Levan and Mr. Abdo each individually desire to serve as directors of BFC, all shares of Class B Common Stock beneficially owned or controlled by Mr. Abdo, the Trust and Mr. Levan will be voted in favor of Mr. Abdo’s and Mr. Levan’s election to BFC’s Board of Directors. In furtherance of the foregoing, by executing this Memorandum, Mr. Abdo and the Trust hereby grant Mr. Levan an irrevocable proxy to vote all of the shares of Class B Common Stock that are from time to time, directly or indirectly, beneficially owned or otherwise controlled by either of them.

2. The restrictions on voting and the proxy that Mr. Abdo and the Trust are granting to Mr. Levan in this Memorandum will apply to all of Mr. Abdo’s or the Trust’s shares of Class B Common Stock whether now or hereafter beneficially owned or controlled.

3. Notwithstanding anything to the contrary, Mr. Abdo and the Trust may not transfer the ownership or control of 370,750 shares of Class B Common Stock held by them except (i) to family members of Mr. Abdo or to a trust for the benefit of such family members in connection with estate planning or (ii) to Mr. Abdo’s estate or its beneficiaries; provided, however, in each case the transferee shall upon any such transfer be deemed to be bound hereby and treated for all purposes as Mr. Abdo and the Trust hereunder.

3.1 Further, until such time as the shares of Class B Common Stock owned by Herbert Wertheim and his affiliates are converted into Class A Common Stock, neither Mr. Abdo nor the Trust will convert or permit the conversion of 370,750 shares of Class B Common Stock directly or indirectly beneficially owned or controlled by either of them into shares of Class A Common Stock without the prior written approval of Mr. Levan.

3.2 Mr. Abdo and the Trust will, however, always be permitted to convert any shares of Class B Common Stock to Class A Common Stock other than 370,750 shares of Class B Common Stock that either of them may from time to time acquire, including shares acquired upon the exercise of options, without any such approval, but any shares of Class B Common Stock directly or indirectly beneficially owned or controlled by either of them will, prior to conversion, only be transferred subject to the voting requirements and proxy provided for by this Memorandum.

4. If 370,750 shares of the Class B Common Stock beneficially owned or controlled by Mr. Abdo and the Trust which are subject to the restrictions of this Memorandum have not previously been converted into Class A Common Stock on June 13, 2021, Mr. Abdo and the Trust shall be free to convert such shares into Class A Common Stock and to sell the shares of Class A Common Stock received upon conversion from time to time, subject to and provided that each first offers to sell such 370,750 shares of Class B Common Stock to Mr. Levan or Jarett Levan if designated by Alan Levan.

4.1 Such offer for sale shall be at a price per share equal to the average closing price of the Class A Common Stock for the 90 days prior to the offer.

4.2 Such offer by Mr. Abdo or the Trust shall be made in writing and shall include:

(i) the offer price and

(ii) notice that a statement of intention is to be delivered within the 45 day period as set forth herein.

4.3 Within 45 days after the delivery of such written offer, Mr. Levan or his designee shall deliver to Mr. Abdo and the Trust a written statement of intention.

4.4 If such written statement of intention indicates that Mr. Levan or his designee does not wish to purchase such shares, Mr. Abdo and the Trust shall thereafter be free to convert such shares into Class A Common Stock and to sell such shares of Class A Common Stock received upon conversion.

4.5 If the written statement of intention indicates that Mr. Levan or his designee is interested in pursuing a purchase, then Mr. Levan shall have 5 months from the date the written offer to sell was delivered to Mr. Levan during which to purchase the shares pursuant to the offer.

4.6 Such written statement of intention shall only be deemed a non-binding statement of intent and shall give rise to no liability or obligation on the part of Mr. Levan or his designee in the event such shares are not ultimately purchased.

4.7 If Mr. Levan or his designee does not purchase the shares of Class B Common Stock subject to the written offer within the 5 month period (other than as a result of the failure of Mr. Abdo or the Trust to sell the shares upon tender of the purchase price), Mr. Abdo or the Trust, as applicable, shall be free to convert such shares and to sell the Class A Common Stock received upon conversion of the shares.

5. Upon request, Mr. Abdo and the Trust will deliver an aggregate of 370,750 shares of Class B Common Stock to BFC so that an appropriate legend regarding this Memorandum may be placed on them. The parties agree that the enforceability of this Memorandum and the obligations and requirements hereof will not be affected by the fact that any certificates have not been delivered or that the shares owned by the parties do not bear any legend with respect to the provisions of this Memorandum.

6. This Memorandum does not restrict in any way the transfer or voting of any shares of Class A Common Stock that any of Mr. Abdo, the Trust or Mr. Levan may now or hereafter own or control, including shares acquired upon a permitted conversion of Class B Common Stock.

7. Mr. Abdo, the Trust and Mr. Levan each agree that they would each suffer irreparable harm if the provisions of this Memorandum were not enforced in accordance with their terms. Accordingly, they each agree that, in addition to any other remedy to which they be entitled, they will be entitled to injunctive relief to prevent or enjoin a breach of the provisions of this agreement and to specifically enforce its terms. If any provision of this Memorandum is held to be invalid or unenforceable, it will not in any way affect or render invalid or unenforceable any other provision of this agreement.

8. Mr. Abdo and the Trust each agree that unless earlier terminated pursuant to a writing executed by each party hereto (i) this Memorandum shall survive Mr. Levan’s death and remain in full force and effect and (ii) unless otherwise provided by Mr. Levan in writing, Jarett S. Levan shall automatically and without any action by any person succeed to all of Mr. Alan Levan’s rights and obligations under this Memorandum.

Accepted as agreed as of September 26, 2014.

/s/ John E, Abdo

John E. Abdo, individually and as Trustee under the Trust Agreement dated March 15,

1976 for the benefit of John E. Abdo

/s/ Alan B. Levan

Alan B. Levan

EX-99.2

Exhibit 2

September 15, 2014

MEMORANDUM

This Memorandum will confirm the agreement of Alan Levan (“A. Levan”) and Jarett Levan (“J. Levan”) relating to the transfer and voting of their shares of the capital stock of BFC Financial Corporation (“BFC”). Schedule A indicates the shares of BFC’s Class A and Class B Common Stock currently beneficially owned or otherwise controlled by A. Levan and J. Levan.

This Memorandum documents our agreement as follows:

1. Until A. Levan’s death, J. Levan agrees to vote all of the Class B Common Stock directly or indirectly beneficially owned by him or which otherwise are subject to his control in the same manner that A. Levan votes the shares of Class B Common Stock he holds or controls. Further, for as long as A. Levan and J. Levan each individually desire to serve as directors of BFC, all shares of Class B Common Stock beneficially owned or controlled by A. Levan and J. Levan will be voted in favor of A. Levan’s and J. Levan’s election to BFC’s Board of Directors. Upon A. Levan’s request, J. Levan will grant A. Levan a proxy to vote all of the shares of Class B Common Stock that are from time to time, directly or indirectly, beneficially owned or otherwise controlled by him.

2. The restrictions on voting and the proxy that J. Levan is granting to A. Levan in this Memorandum will apply to all of J. Levan’s shares of Class B Common Stock whether now or hereafter beneficially owned or controlled by him.

3. Notwithstanding anything to the contrary, J. Levan may not transfer the ownership or control of the shares of Class B Common Stock owned or controlled by him, or otherwise transfer the right to vote such shares, except (i) to family members of J. Levan or to a trust for the benefit of such family members in connection with estate planning or (ii) to J. Levan’s estate or its beneficiaries; provided, however, in each case the transferee shall upon any such transfer be deemed to be bound hereby and treated for all purposes as J. Levan hereunder.

3.1 Further, until the death of A. Levan, J. Levan will not sell, transfer or convert into shares of Class A Common Stock the shares of Class B Common Stock directly or indirectly beneficially owned or controlled by him without the prior written approval of A. Levan if the affect of such sale or conversion would reduce his ownership of Class B Common Stock below 600,000 shares of Class B Common Stock.

4. Upon request, the parties will deliver their shares of Class B Common Stock to BFC so that an appropriate legend regarding this Memorandum may be placed on them, and J. Levan agrees that any certificate representing shares of Class B Common Stock that he may from time to time acquire will also bear an appropriate legend regarding this Memorandum. The enforceability of this Memorandum and the proxy granted hereby will not be affected by the fact that the certificates have not been delivered as provided for herein or that the certificates may not bear any legend with respect to the provisions of this Memorandum.

5. This Memorandum does not restrict in any way the transfer of any shares of Class A Common Stock that J. Levan may now or hereafter own or control, including shares acquired upon a permitted conversion of Class B Common Stock and nothing herein restricts in any way the transfer of any shares of BFC Class A Common Stock or BFC Class B Common Stock owned or controlled by A. Levan.

A. Levan and J. Levan each agree that they would each suffer irreparable harm if the provisions of this Memorandum were not enforced in accordance with their terms. Accordingly, they each agree that, in addition to any other remedy to which they be entitled, they will be entitled to injunctive relief to prevent or enjoin a breach of the provisions of this agreement and to specifically enforce its terms. If any provision of this Memorandum is held to be invalid or unenforceable, it will not in any way affect or render invalid or unenforceable any other provision of this agreement.

Accepted and agreed as of September 15, 2014.

/s/ Jarett Levan

Jarett Levan

/s/ Alan B. Levan

Alan B. Levan

EX-99.3

Exhibit 3

October 1, 2014

MEMORANDUM

This Memorandum will confirm the agreement of Jarett Levan (“Mr. Levan”) and Seth Wise (“Mr. Wise”) concerning certain matters relating to the transfer and voting of shares of the capital stock of BFC Financial Corporation (“BFC”). Schedule A indicates the shares of BFC’s Class A and Class B Common Stock currently beneficially owned or otherwise controlled by Mr. Levan and Mr. Wise.

This Memorandum documents the parties’ agreement as follows:

1. Mr. Wise agrees to vote all of the Class B Common Stock directly or indirectly beneficially owned by him or which otherwise are subject to his control in the same manner that Mr. Levan votes the shares of Class B Common Stock he holds or controls. Mr. Wise agrees and acknowledges that Mr. Levan has an agreement with Alan Levan pursuant to which Mr. Levan has agreed to vote all shares of Class 13 Common Stock beneficially owned or otherwise controlled by him in the same manner as Alan Levan votes his shares of Class B Common Stock.

1.1 Further, for as long as Mr. Levan and Mr. Wise each individually desire to serve as directors of BFC, all shares of Class B Common Stock beneficially owned or controlled by either will be voted in favor of Mr. Wise and Mr. Levan’s election to BFC’s Board of Directors. In furtherance of the foregoing, by executing this Memorandum, Mr. Wise hereby grants Mr. Levan an irrevocable proxy to vote all of the shares of Class B Common Stock that are from time to time, directly or indirectly, beneficially owned or otherwise controlled by Mr. Wise.

2. The restrictions on voting and the proxy that Mr. Wise is granting to Mr. Levan in this Memorandum will apply to all of Mr. Wise’s shares of Class B Common Stock whether now or hereafter beneficially owned or controlled.

3. Mr. Wise may not transfer or permit the transfer of the ownership or control of the shares of Class B Common Stock held by him except (1) to family members of Mr. Wise or to a trust for the benefit of such family members in connection with estate planning, (ii) to Mr. Wise’s estate or its beneficiaries or (iii) upon a conversion of the shares of Class B Common Stock into Class A Common Stock and subsequent sale of such shares of Class A Common Stock as permitted hereunder; provided, however, in the case of clauses (i) and (ii) the transferee shall upon any such transfer be deemed to be bound hereby and treated for all purposes as Mr. Wise hereunder. During the 20-year period commencing on the date hereof (the “Restricted Period”), Mr. Wise shall not convert or permit the conversion of

the shares of Class B Common Stock directly or indirectly beneficially owned or controlled by him into shares of Class A Common Stock, provided that Mr. Wise may convert or permit the conversion of shares of Class B Common Stock directly or indirectly beneficially owned or controlled by Mr. Wise to the extent in excess of 250,000 shares (any such shares, the “Excess Class B Shares”) pursuant to the provisions of paragraph 4. The 250,000 shares of Class B Common subject to the transfer and conversion restrictions of this paragraph 3 are sometimes hereinafter referred to as the “Restricted Shares.” The transfer and conversion restrictions contained in this paragraph 3 with respect to the Restricted Shares may not, prior to the death of Alan B. Levan, be waived or released without the consent of Alan B. Levan, and Alan B. Levan shall be deemed a third party beneficiary of this Memorandum for such purpose.

4. At any time, Mr. Wise shall be free to convert or permit the conversion of any or all of the Excess Class B Shares into Class A Common Stock and to sell the shares of Class A Common Stock received upon conversion from time to time, subject to and provided that Mr. Wise first offers to sell all such Excess Class B Shares to Mr. Levan in accordance with the provisions of this paragraph 4 (including subparagraphs 4.1 through 4.8 below). Following the Restricted Period, Mr. Wise shall be free to convert or permit the conversion of any or all of the Restricted Shares into Class A Common Stock and to sell the shares of Class A Common Stock received upon conversion from time to time, subject to and provided that Mr. Wise first offers to sell all such Restricted Shares to Mr. Levan in accordance with the provisions of this paragraph 4 (including subparagraphs 4.1 through 4.8 below).

4.1 The offer for sale of the shares as contemplated by the previous paragraph, whether Excess Class B Shares or Restricted Shares, shall be at a price per share equal to the average closing price of the Class A Common Stock for the 90 days prior to the applicable offer.

4.2 Such offer by Mr. Wise shall be made in writing and shall include:

(i) the offer price and

(ii) (a) in the case that the shares Mr. Wise desires to convert are Excess Class B Shares, notice that the purchase price for the Excess Class B Shares desired to be purchased by Mr. Levan, if any, and any documentation necessary to consummate such purchase shall be delivered to Mr. Wise within 45 days, or (b) in the case that the shares Mr. Wise desires to convert are Restricted Shares, notice that a statement of intention is to be delivered within 45 days.

4.3 Within 45 days after the delivery of a written offer with respect to the sale of Excess Class B Shares (the “Purchase Right Period”), Mr. Levan shall deliver to Mr. Wise the purchase price for the Excess Class B Shares desired to be purchased by Mr. Levan, if any, and any documentation necessary to

consummate such purchase. Subject to delivery of the purchased Excess Class B Shares to Mr. Levan, Mr. Wise shall thereafter be free to convert any Excess Class B Shares subject to the written offer and not purchased by Mr. Levan into Class A Common Stock and to sell such shares of Class A Common Stock.

4.4 Within 45 days after the delivery of a written offer with respect to the sale of Restricted Shares, Mr. Levan shall deliver to Mr. Wise a written statement of intention (the “Written Statement of Intention”).

4.5 If the Written Statement of Intention indicates that Mr. Levan does not wish to purchase such Restricted Shares, Mr. Wise shall thereafter be free to convert such Restricted Shares which Mr. Levan has not indicated his intention to purchase into Class A Common Stock and to sell such shares of Class A Common Stock received upon conversion.

4.6 If the Written Statement of Intention indicates that Mr. Levan is interested in pursuing a purchase of any of the Restricted Shares, then Mr. Levan shall have 12 months from the date the written offer to sell was delivered to Mr. Levan during which to purchase the Restricted Shares pursuant to the offer.

4.7 The Written Statement of Intention shall only be deemed a non-binding statement of intent and shall give rise to no liability or obligation on the part of Mr. Levan in the event any or all of such Restricted Shares are not ultimately purchased.

4.8 If within the 12 month period referenced in subparagraph 4.6 Mr. Levan does not purchase the Restricted Shares subject to the written offer which Mr. Levan has indicated his intention to purchase (other than as a result of the failure of Mr. Wise to sell such shares upon tender of the purchase price and delivery by Mr. Levan of any necessary purchase documentation), Mr. Wise shall be free to convert such shares and to sell the Class A Common Stock received upon conversion thereof.

5. Upon request, Mr. Wise will deliver his shares of Class B Common Stock to BFC so that an appropriate legend regarding this Memorandum may be placed on them, and Mr. Wise agrees that any certificate representing shares of Class B Common Stock that he may from time to time acquire will also bear an appropriate legend regarding this Memorandum. The enforceability of this Memorandum and the proxy granted hereby will not be affected by the fact that the certificates have not been delivered as provided for herein or that the certificates may not bear any legend with respect to the provisions of this Memorandum.

6. This Memorandum does not restrict in any way the transfer or voting of any shares of Class A Common Stock that either Mr. Wise or Mr. Levan may now or hereafter own or control, including shares acquired upon a permitted conversion of Class B Common Stock.

7. Mr. Wise and Mr. Levan each agree that they would each suffer irreparable harm if the provisions of this Memorandum were not enforced in accordance with their terms. Accordingly, they each agree that, in addition to any other remedy to which they be entitled, they will be entitled to injunctive relief to prevent or enjoin a breach of the provisions of this agreement and to specifically enforce its terms. If any provision of this Memorandum is held to be invalid or unenforceable, it will not in any way affect or render invalid or unenforceable any other provision of this agreement.

8. Notwithstanding anything to the contrary herein, Mr. Levan may upon written notice to Mr. Wise, terminate this Memorandum and thereafter both parties will be released from any duties, responsibilities or liability hereunder.

Accepted and agreed as of October 1, 2014.

/s/ Seth Wise

Seth Wise

/s/ Jarett Levan

Jarett Levan