Exhibit 10.330





AMENDMENT TO AGREEMENT OF PURCHASE AND
SALE


Flagler Village Site, Fort Lauderdale, FL –
Andrews Village Property


 


This AMENDMENT TO AGREEMENT OF PURCHASE AND
SALE (this “Amendment”) is made and entered into as of February 9, 2015, by and among ArchCo Residential LLC
(“Purchaser”), and Andrews Village LLC (“Seller”).


 


Recitals


 


This Amendment is made with respect to the
following facts:


 


A.           Seller
and Purchaser entered into that certain Agreement of Purchase and Sale dated as of January 12, 2015 (the “Purchase Agreement”),
with respect to the real property located in Fort Lauderdale, Florida, (the “Property”), as more
particularly described in the Purchase Agreement.


 


B.           While
not a party to the Purchase Agreement, Sunstate Bank (“Lender”), signed the Purchase Agreement as consenting
to the consummation of the transactions described in the Purchase Agreement.


 


C.           Fidelity
National Title (“Escrow Agent”) signed the Purchase Agreement to acknowledge its receipt as Escrow Agent of
the $50,000 of Earnest Money to be held pursuant to the terms of Purchase Agreement.


 


D.           Seller
and Purchaser desire to amend the Purchase Agreement to (i) extend the Closing Date, (ii) provide that the Earnest Money
will be release to Seller and Seller will use the Earnest Money to pay down the loan made by Lender and secured by the Mortgage,
and (iii) provide that Purchaser will pay the past due property taxes on the Property for the years 2012 and 2013.


 


Agreement


 


In consideration of the foregoing Recitals,
the conditions, terms, covenants and agreements set forth in this Amendment, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree that the Purchase Agreement is amended as
set forth in this Amendment:


 


1.            Defined
Terms. Each initially capitalized term used in
this Amendment has the meaning set forth for that term in the Purchase Agreement, unless it is otherwise defined in this
Amendment.


 


2.            Amendments. The
Purchase Agreement is hereby amended as follows:


 


2.1           Extension
of Closing Date. Notwithstanding
Section 1.1(h) of the Purchase Agreement the Closing Date shall be designated by Purchaser upon not less than five
Business Days’ prior notice, but not later than April 30, 2015.


 


2.2           Release
of Earnest Money. The Escrow Agent shall release the Earnest Money now held by the Escrow Agent directly to Lender not later
than two Business Days after the date of this Amendment, pursuant to wire instructions to be delivered by Lender to the Escrow
Agent. The release of the Earnest Money to Lender shall be deemed a release of the Earnest Money to Seller, subject to the terms
and conditions of the Purchase Agreement as amended by this Amendment. Seller will instruct Lender to (a) apply the Earnest
Money to reduce Seller’s outstanding indebtedness to Lender under the loan secured by the Mortgage, and to acknowledge in
writing the receipt and application of the Earnest Money for such purpose to Seller and Purchaser within three Business Days after
the Escrow Agent releases the Earnest Money to Lender pursuant to this Section 2.2. Upon the Escrow Agent’s release
of the Earnest Money to Lender pursuant to this Section 2.2, the Escrow Agent’s obligations under Article 9 of
the Purchase Agreement with respect to holding and disbursing the Earnest Money shall terminate. Upon the release of the Earnest
Money to Lender pursuant to this Section 2.2, the Earnest Money shall not be refundable to Purchaser except as provided in
Section 2.4.


 






     


     


    

 


2.3         Payment
of Property Taxes. Not later than 10 Business Days after the date of this Amendment, Purchaser shall pay the delinquent
property taxes (including any due and payable interest and delinquency fees and charges) with respect to the Property in an amount
not to exceed $15,000 for tax year 2012 and in an amount not to exceed $21,500 for tax year 2013 (collectively, the “Property
Tax Payment”). Seller represents and warrants to Purchaser that the amount of delinquent property taxes (including any
due and payable interest and delinquency fees and charges) with respect to the Property for tax year 2012 do not exceed $15,000
and the amount of delinquent property taxes with respect to the Property for tax year 2013 do not exceed $21,500. The Property
Tax Payment shall be applied to the Purchase Price at the Closing. Upon the Property Tax Payment by Purchaser pursuant to this
Section 2.3, the additional Earnest Money shall not be refundable to Purchaser except as provided in Section 2.4.


 


2.4         The
Earnest Money, as provided in Section 2.2, and the additional Earnest Money, as provided in Section 2.3, shall not be
refundable to Purchaser unless:


 


(a)          Seller
does not close;


 


(b)          Any
of the matters described in Section 5.2(a)(3) of the Purchase Agreement exists and either (i) Seller does not close, or (ii)
the matter involves a claim against the Property that will not be extinguished at or before Closing; or


 


(c)          Any
of the matters described in Section 5.2(a)(4) of the Purchase Agreement exists and either (i) Seller does not close, or (ii)
the matter involves a claim against the Buyer or the Property or Buyer or the Property will become subject to an action, suit,
proceeding or claim by Buyer taking title to the Property.


 


3.            Counterparts. This
Amendment may be executed in several counterparts, each of which shall be deemed an original, and all of which together
shall be deemed to be one and the same Amendment when each party has signed one of the counterparts. This Amendment may be
delivered by facsimile or other form of electronic transmission.


 


4.            Entire
Agreement. The Purchase Agreement,
as amended by this Amendment, constitutes the full and complete agreement and understanding between Seller and Purchaser and
shall supersede all prior communications, representations, understandings or agreements, if any, whether oral or written,
concerning the subject matter contained in the Purchase Agreement, as so amended, and no provision of the Purchase Agreement,
as so amended, may be modified, amended, waived or discharged, in whole or in part, except by a written instrument executed
by Seller and Purchaser.


 


5.            Full
Force and Effect; Incorporation. Except
as modified by this Amendment, the terms and provisions of the Purchase Agreement are hereby ratified and confirmed and are
and shall remain in full force and effect. If any inconsistency arises between this Amendment and the Purchase Agreement as
to the specific matters which are the subject of this Amendment, the terms and conditions of this Amendment shall control.
This Amendment shall be construed to be a part of the Purchase Agreement and shall be deemed incorporated in the Purchase
Agreement by this reference.


 






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The undersigned have executed this Amendment to Purchase and Sale
Agreement as of the date first written above.


 


Purchaser:


 


ArchCo Residential LLC


 


	By:	/s/ Neil T. Brown	 
	 	Neil T. Brown, its Chief Executive Officer	 


 


Seller:


 


Andrews Village LLC


 


	By:	/s/ Richard Schwartz	 
	 	Richard Schwartz, its Managing Member	 


 


By
its signature below, Lender consents to the substance of this Amendment and agrees that upon receipt of the Earnest Money under
Section 2.2 above, it will apply such funds against Seller’s outstanding
indebtedness to Lender under the loan secured by the Mortgage.


 


Lender:


 


Sunstate Bank


 


By:


Name:


Title:


 


By its signature below, Escrow Agent acknowledges and consents to
its changing obligations with respect to the Earnest Money pursuant to the terms of this Amendment.


 


Escrow Agent:


 


Fidelity National Title


 


	By:	/s/ Lindsey Mann	 
	Name:	Lindsey Mann	 
	Title:	Commercial Escrow Officer	 


 






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