Amendment to Section Contract Clauses (985)

Amendment to Section. (a) The definition of "Convertible Notes" in Section 1 of the Registration Rights Agreement is hereby amended and restated in its entirety to read as follows: "Convertible Notes" means, collectively, the subordinated convertible notes (as amended and restated January 6, 2020) delivered to the Investors at the Closing in accordance with Section 3, which Convertible Notes shall bear interest at a rate of 10.0% per annum from the date of issue, payable quarterly. (b) The definition of "Warrants" in... Section 1 of the Registration Rights Agreement is hereby amended and restated in its entirety to read as follows: "Warrants" means the warrants (as amended and restated January 6, 2020) acquired by the Investors pursuant to the Subscription Agreements. View More

Amendment to Section. Section 5.1(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following: "(f) Other Merger Transactions. The Other Merger Transactions (except for the transactions contemplated by the agreements set forth on Exhibit E (the "Delayed Transactions")) shall close prior to, or concurrently with, the Closing in accordance with their respective terms and, without limiting the foregoing, the Other Merger Transactions (except for the Delayed Transactions) ...shall have become effective under applicable Law at, prior to or concurrently with the Closing." 3. Amendment to Section 5.2(f). Section 5.2(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following: "(f) Other Merger Transactions. The Other Merger Transactions (except for the Delayed Transactions) shall close prior to, or concurrently with, the Closing in accordance with their respective terms and, without limiting the foregoing, the Other Merger Transactions (except for the Delayed Transactions) shall have become effective under applicable Law at, prior to or concurrently with the Closing." 1 4. Amendment to Section 5.2(k). Section 5.2(k) of the Merger Agreement is hereby deleted in its entirety. View More

Amendment to Section. 3.1. The definition of "Red Rock Bluff Property" set forth in Section 1.1(a)(xxx) of the Existing Agreement is hereby deleted and amended and restated in its entirety, as follows, and inserted in its appropriate location within Section 1.1 of the Agreement based upon alphabetical order: "Long Creek Ranch Property" means that certain property, more particularly described in Exhibit B-2 hereto, purchased by the Company for the development of the Long Creek Ranch Timeshare Project. 3.2. The definit...ion of "Red Rock Bluff Timeshare Project" set forth in Section 1.1(a)(xxxi) of the Existing Agreement is hereby deleted and amended and restated in its entirety, as follows, and inserted in its appropriate location within Section 1.1 of the Agreement based upon alphabetical order: "Long Creek Ranch Timeshare Project" means that certain timeshare project to be developed on the Long Creek Ranch Property by the Company in accordance with the terms of the Operating Agreement. 3.3. The following definitions are hereby inserted in Section 1.1 of the Agreement, in their appropriate locations based upon alphabetical order: "109 Acres Property" means that certain property, more particularly described in Exhibit B-3 hereto, purchased by the Company for the development of the 109 Acres Timeshare Project. "109 Acres Timeshare Project" means that certain timeshare project to be developed on the 109 Acres Property by the Company in accordance with the terms of the Operating Agreement. "Paradise Point Property" means (i) that certain property, more particularly described in Exhibit B-4 hereto, purchased by the Company for the development of the Paradise Point Timeshare Project; and (ii) to the extent and at such time (if any) as it is acquired by the Company, Building 8 of the Paradise Point Resort, as more particularly described on Exhibit B-5 hereto. 2 | CH\1167119.4 "Paradise Point Timeshare Project" means that certain timeshare project to be developed on the Paradise Point Property by the Company in accordance with the terms of the Operating Agreement. 3.4. The definition of "Operating Agreement" set forth in Section 1.1(a)(xxvii) of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows: "Operating Agreement" means that certain Amended and Restated Operating Agreement of the Company, dated as of December 31, 2007, by and between Bluegreen and Big Cedar, as the same may be amended from time to time. 3.5. The definition of "Timeshare Projects" set forth in Section 1.1(a)(xxxiii) of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows: "Timeshare Projects" means collectively the Big Cedar Timeshare Project, the Long Creek Ranch Timeshare Project, the 109 Acres Timeshare Project and the Paradise Point Timeshare Project, together with such other timeshare projects as may be owned, developed and sold by the Company from time to time. 3.6. All references to the term "Red Rock Bluff Property" in the Existing Agreement are hereby deleted and replaced with the term "Long Creek Ranch Property." 3.7. All references to the term "Red Rock Bluff Timeshare Project" in the Existing Agreement are hereby deleted and replaced with the term "Long Creek Ranch Timeshare Project." 3.8. For purposes of this Amendment and the Existing Agreement, as amended by this Amendment, the term "Agreement" shall refer to the Existing Agreement, as amended hereby and from time to time. View More

Amendment to Section. Section 1.3 of the ROFR Agreement is hereby deleted in its entirety and replaced with the following: "‘Capital Stock' means (a) shares of Common Stock, Series Mezzanine 1 Preferred Stock (whether now outstanding or hereafter issued in any context) and Series Mezzanine 2 Preferred Stock (whether now outstanding or hereafter issued in any context) (collectively, the "Preferred Stock"), (b) shares of Common Stock issued or issuable upon conversion of Preferred Stock, and (c) shares of Common Stock ...issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or other convertible securities of the Company (including the Viking Convertible Note), in each case now owned or subsequently acquired by any Key Holder, any Investor, or their respective successors or permitted transferees or assigns. For purposes of the number of shares of Capital Stock held by an Investor or Key Holder (or any other calculation based thereon), all shares of Preferred Stock shall be deemed to have been converted into Common Stock at the then-applicable conversion ratio." 2. Amendment to Section 1 to Add Definitions. Section 1 of the ROFR Agreement is hereby amended to add the following definitions in alphabetical order: "‘Pro rata,' including the phrases ‘pro rata portion' and ‘pro rata basis,' as such terms are used in Sections 1.18 and 2.2(a), respectively, means the proportion that the Capital Stock then held by the applicable Investor bears to the total Capital Stock of all applicable Investors. For purposes of calculating the pro rata portion or pro rata basis with respect to the Viking Convertible Note: (i) at any time prior to the conversion of the Viking Convertible Note, such pro rata portion or pro rata basis with respect thereto shall be calculated assuming that the holder thereof is permitted to convert the Viking Convertible Note pursuant to a Maturity Date Conversion (as defined therein) as of the date of such calculation; and (ii) at any time after conversion of the Viking Convertible Note, such pro rata portion or pro rata basis shall be calculated based on the actual number of shares of Capital Stock issued upon conversion of the Viking Convertible Note." "‘Viking' means DRAGSA 50 LLC." "‘Viking Note Purchase Agreement' means the Note Purchase Agreement dated as of May 20, 2019, by and between the Company and Viking." "‘Viking Convertible Note' means the Convertible Promissory Note dated as of May 20, 2019, by and between the Company and Viking, issued pursuant to the Viking Note Purchase Agreement." 3. Amendment to Section 7.11. Section 7.11 of the ROFR Agreement is hereby deleted in its entirety and replaced with the following: "7.11 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company's Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and thereafter shall be deemed an ‘Investor' for all purposes hereunder. Notwithstanding the foregoing, the holder of the Viking Convertible Note may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and thereafter shall be deemed an ‘Investor' for all purposes hereunder." 4. Amendment to Schedule A. Schedule A of the ROFR Agreement is hereby amended to add the following additional Investor: Name Shares DRAGSA 50 LLC Viking Convertible Note 5. Party to ROFR Agreement. Upon execution of this Amendment, Viking shall become a party to and be bound by the terms and conditions of the ROFR Agreement, as amended by this Amendment. View More