Exhibit 10.7


 





FOURTH AMENDMENT TO


AGREEMENT OF SALE AND PURCHASE


(Perdido Key Parcels B1 and A1 through
A5)


 


THIS FOUTH AMENDMENT TO AGREEMENT OF
SALE AND PURCHASE (herein called this “Amendment”) is made and entered into as of March 29,
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 (the “First Amendment”), as amended by Second Amendment dated November 30, 2012 (the “Second
Amendment”), as amended by Third Amendment date January 30, 2013 (the “Third Amendment”) (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.	Permit Modification. The last sentence of Section 13.19 of the Agreement and Section 4 of the First Amendment
are hereby deleted, amended and restated as follows:



 


“Notwithstanding anything to the contrary in
this Agreement, if Seller has not obtained the Permit Modification on or before June 28, 2013, this Agreement shall automatically
terminate, the Deposit shall be refunded to Buyer, and subject to Section 7.1, 7.3 and 10, the parties shall
have no further rights or obligations hereunder”.


 


		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 and all representations, warranties, inducement, promises or agreements, oral or otherwise,
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 email shall be as binding as originals upon the parties so signing.



 


		f.	Headings. The use of headings, caption and numbers of the contents of particular sections are inserted only for the
convenience of indentifying 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: 29 March 2013


 


 


 


 


BUYER:


 


MLD, LLC


a Delaware limited liability company


 


 


By: /s/ P.K. Smartt________________________


       It’s Managing Member


 


Date: 29 March 2013


 


 


 


 



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