Exhibit 10.5


 





SECOND AMENDMENT TO 


AGREEMENT OF SALE AND PURCHASE


[Perdido Key-Parcels B1 and A1 through
A5]


 


THIS SECOND AMENDMENT TO AGREEMENT OF
SALE AND PURCHASE (herein called this “Amendment”) is made and entered into as of November XX, 2012 (“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 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 for the 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 January 31, 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, and all representations, warranties, inducements, 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.



 






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



 


		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 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 so signing.



 


		f)	Headings. The use of headings. Captions and number 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.



 


 


[SIGNATURES ON FOLLOWING PAGE]


 


 


 


 


 


 


 






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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, Vice President


Date: 11/29/2012


 


 


 


BUYER:


 


MLD, LLC,


a Delaware limited liability company


 


 


By: /s/ P.K. Smartt


Its: Managing Member


Date: 11/29/2012


 








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