Exhibit 10.6


 





THIRD AMENDMENT TO 


AGREEMENT OF SALE AND PURCHASE


[Perdido Key-Parcels B1 and A1 through
A5] 





 


THIS THRID AMENDMENT
TO AGREEMENT OF SALE AND PURCHASE (herein called this “Amendment”) is made and entered into as of January 30,
2013 (“Amendment Effective Date”), by and between WCI COMMUNITIES, LLC, A Delaware limited liability
company (herein called “Seller”); and MLD, LLC, a Delaware limited liability company (herein called “Buyer”).


 


WHEREAS, Seller
and Buyer have executed and entered into that certain Agreement of Sale and Purchase dated effective as of June 22, 2012, as amended
by First Amendment dated September 20, 2012, as amended by Second Amendment dated November 30, 2012 (as so amended by this Amendment,
herein called the “Agreement’); and


 


WHEREAS, Seller
and Buyer desire to amend the Agreement as set forth below.


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements contained herein and Ten and No/100 Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:


 


		1.	Defined Terms. Defined and capitalized terms in this Amendment will have the same meaning
as defined and capitalized in the Agreement, unless otherwise indicated in this Amendment.



 


		2.	Recitals. The recitals set forth above are true and correct and hereby incorporated in their
entirety by reference.



 


		3.	Extension of the Inspection Period. Notwithstanding any of the terms and provisions
set forth in the Agreement to the contrary, including, without limitation, Section 7.1 thereof, Seller and Buyer agree that
the date of expiration of the Inspection Period shall be May 1, 2013.



 


		4.	Miscellaneous.



 


		a.	Ratification. The agreement, as amended by this Amendment, is hereby ratified and affirmed.



 


		b.	Entire Agreement. The Agreement, as amended by this Amendment, contains the entire agreement
of the parties with respect to the subject matter thereof and hereof, between the parties not embodied in the Agreement, as amended
by this Amendment, shall be of no force or effect.



 


		c.	Conflict. In the event of a conflict between the terms of this Amendment and the Agreement,
the terms of this Amendment shall control.



 






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		d.	Multiple Counterparts. This Amendment may be executed in a number of identical counterparts.
If so executed, each of such counterparts shall be deemed an original for all purposes, and all such counterparts shall, collectively,
constitute one Amendment.



 


		e.	Facsimile or PDF Signatures. For purposes of this Amendment, signatures delivered by facsimile
or as a PDF attached to an e-mail shall be as binding as originals upon the parties signing.



 


		f.	Headings. The use of headings, captions and numbers of the contents of particular sections
are inserted only for the convenience of identifying and indexing various provisions in this Amendment and shall not be construed
as a part of this Amendment or as a limitation on the scope of any of the terms or provisions of this Amendment.



 


		g.	Parties. This Amendment shall be binding upon the parties hereto and their respective successors
and permitted assigns.



 


 


IN WITNESS WHEREOF, Seller
and Buyer have executed this Amendment as of the date set forth above.


 


 


 


SELLER;


 


WCI COMMUNITIES, LLC


A Delaware limited liability company


 


 


By: /s/ John Ferry


       John Ferry, Vice President


 


Date: 30, January 2013


 


 


 


BUYER:


 


MLD, LLC,


A Delaware limited liability company


 


 


By: /s/ P.K. Smartt


       Its Managing Member


 


Date: 30, January 2013


 








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