Summary of BBX CAPITAL CORP

Entry into a Material Definitive Agreement, Material Modification to Rights of S

Item 1.01. Entry into a Material Definitive Agreement.

On February 7, 2013, BBX Capital Corporation (the "Company") entered into a Rights Agreement with American Stock Transfer & Trust Company, LLC, as Rights Agent (the "Rights Agreement"), which is designed to preserve certain tax benefits which may be available to the Company. Under the Internal Revenue Code and rules promulgated by the Internal Revenue Service thereunder, net operating loss carryforwards ("NOLs") can, subject to certain requirements and restrictions, be used to offset future taxable income and reduce federal income tax liability. However, if a company experiences an "ownership change," as defined in Section 382 of the Internal Revenue Code, then that company's ability to use NOLs could be substantially limited. Generally, a company will experience an "ownership change" if, at any time, one or more shareholders owning 5% or more of the company's common stock have aggregate increases in their ownership of such stock of more than 50 percentage points over the prior three-year period. In an effort to protect the Company's ability to use available NOLs to offset any future taxable income, the Rights Agreement provides a deterrent to shareholders (subject to certain exceptions described below) from acquiring a 5% or greater ownership interest in the Company's Class A Common Stock after February 19, 2013 (the "Record Date") without the prior approval of the Company's Board of Directors. Existing shareholders as of the close of business on the Record Date will not be required to divest any shares of the Company's Class A Common Stock.

The following is a summary of the terms of the Rights Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Rights. Under the terms and conditions of the Rights Agreement, a dividend of one preferred share purchase right (a "Right") will be issued with respect to each share of the Company's Class A Common Stock and Class B Common Stock (collectively, the "Common Stock") outstanding as of the close of business on the Record Date. The Rights will initially be transferable only with, will be inseparable from, and will be evidenced only by the certificates that represent, the shares of the Company's Common Stock with respect to which they were issued. New Rights will accompany any new shares of the Company's Common Stock issued after the Record Date until the earlier of the Distribution Date described below or the redemption or exchange of the Rights or other expiration of the Rights Agreement. Prior to exercise, the Rights do not give their holders any dividend, voting, liquidation or any other rights of a shareholder of the Company.

Exercise Price. Once the Rights become exercisable, each Right will allow its holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock (a "Preferred Share") for $25.00.

Exercisability. The Rights will generally not be exercisable until the Distribution Date, which is defined in the Rights Agreement as the earliest of:

Х 10 business days after the public announcement that a person or group has become an "Acquiring Person" by obtaining Beneficial Ownership (as defined in the Rights

Agreement) of 5% or more of the outstanding shares of the Company's Class A Common Stock;

Х 10 business days after a majority of the Company's Board of Directors becomes aware that a person or group has become an "Acquiring Person" by obtaining Beneficial Ownership of 5% or more of the outstanding shares of the Company's Class A Common Stock; and

Х 10 business days (or, unless a Distribution Date previously occurred, a later date determined by the Company's Board of Directors) after a person or group (subject to certain exceptions) commences a tender or exchange offer which, if consummated, would result in that person or group becoming an Acquiring Person.

As described above, until the Distribution Date, the certificates evidencing the shares of the Company's Common Stock with respect to which the Rights were issued will also evidence the Rights, and any transfer of shares of the Company's Common Stock will constitute a transfer of the accompanying Rights. After the Distribution Date, the Rights will separate from the Company's Common Stock and be evidenced by book-entry credits or by Rights certificates that the Company will mail to all eligible holders of its Common Stock. Any Rights held by an Acquiring Person and any of the Acquiring Person's Affiliates and Associates (as such terms are defined in the Rights Agreement), and any subsequent transferees of such persons, will become null and void and may not be exercised.

Existing shareholders as of the close of business on the Record Date will not be required to divest any shares of the Company's Class A Common Stock as the Rights Agreement provides that shareholders who own 5% or more of the Company's outstanding Class A Common Stock as of the close of business on the Record Date will not trigger exercisability of the Rights so long as they do not (i) acquire any additional shares of the Company's Class A Common Stock or (ii) fall under 5% ownership of the Company's Class A Common Stock and then purchase shares of the Company's Class A Common Stock which, together with the other shares of the Company's Class A Common Stock then owned by the shareholder, represent 5% or more of the Company's outstanding Class A Common Stock. Additionally, if the Company's Board of Directors determines that a person or group met or exceeded the 5% threshold inadvertently, that person or group will not be an Acquiring Person if, as promptly as practicable, the person or group sells enough shares of the Company's Class A Common Stock to reduce its holdings below the 5% threshold. Further, if the Company repurchases shares of its Class A Common Stock and, as a result, a person or group's holdings constitute 5% or more of the remaining outstanding shares of the Company's Class A Common Stock, that person or group will not be an Acquiring Person so long as it does not acquire any additional shares of the Company's Class A Common Stock. The Rights will also not become exercisable solely as a result of any unilateral grant of a security by the Company, including the Company's grant of options, warrants, rights or similar interests (including restricted stock) to its (or any of its subsidiaries') directors, officers or employees, or as a result of the exercise of any such security. The Company, its subsidiaries, employee benefit plans of the Company or any of its subsidiaries, and any entity holding the Company's Common Stock for or pursuant to the terms of any such employee benefit plan are excepted from the provisions of the Rights Agreement. The Company's Board of Directors may also determine to . . .