Exhibit 10.291





 


SEVENTH
AMENDMENT TO AGREEMENT OF PURCHASE AND SALE


[Domain
Site, Garland, TX]


 


This SEVENTH
AMENDMENT TO AGREEMENT OF
PURCHASE AND SALE (this "Amendment") is made and entered
into as of November
17, 2015 (the
"Effective Date"), by and between
RCM Firewheel, LLC, a Texas
limited liability company ("Seller"), and
ArchCo Residential LLC, a Delaware limited liability
company ("Purchaser").


Recitals



 


This Amendment is made with respect to the following
facts:


 


A.                
Seller and Purchaser
entered into the Agreement of Purchase
and Sale dated as of
April 29, 2015 (the "Original Agreement"), with respect
to approximately 135.89 acres of land located in Garland,
Texas (the "Property"), as more particularly
described in the Purchase Agreement.


 


B.                
Seller and Purchaser entered into
the Amendment to Agreement of Purchase and Sale dated as
of July 13, 2015 (the "First
Amendment") , the Second
Amendment to Agreement of Purchase
and Sale, dated as of July 29,
2015 (the "Second
Amendment"), the Third Amendment to Agreement
of Purchase and Sale,
dated as of August 6,
2015 (the "Third Amendment"),
the Fourth Amendment to Agreement of Purchase and
Sale, dated as of August
14, 2015 (the "Fourth Amendment "),
the Fifth Amendment
to Agreement of Purchase and Sale,
dated as of October 7, 2015 (the "Fifth
Amendment"), and the Sixth Amendment to Agreement of Purchase and Sale, dated
as of October 12, 2015
(the "Sixth Amendment"). The Original Agreement,
as amended by the First
Amendment, the Second Amendment, the
Third Amendment, the Fourth
Amendment, the Fifth Amendment, and the
Sixth Amendment, is referred to in this Amendment
as the "Purchase Agreement".


 





C.                
Seller and Purchaser
desire to amend the Purchase
Agreement as set forth in
this Amendment.


 







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.                 
Closing Date. Section I .I (i)
of the Original Agreement, as previously
amended, is amended
to provide that the Outside Closing Date
for the Phase I Property shall be November 20,
2015.


 


3.                 
FPI Escrow Amount.
The third sentence of
Section 2.6(d) of the Original Agreement is revised to
read as follows: "The "FPI
Escrow Amount " shall
equal I I 0% of the FPI Costs
Estimate."


 


4.                 
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 to the Escrow Agent and the other party by
facsimile or in pdf format
by email transmission.


 


5.                 
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.


 




     

     


    

 


6.                 
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.


 


Seller and Purchaser
have executed this Amendment as of the Effective Date.


 


Seller:


 


RCM Firewheel, LLC,


a Texas limited
liability company


 


	By: 	/s/ Richard Myers	 
	Name:	Richard Myers	 
	Title: 	Auth. Rep.	 


  




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Purchaser:


 


ArchCo Residential, LLC,


a
Delaware limited liability company


 


	By:	/s/ Neil T. Brown	 
	Name:	Neil T. Brown	 
	Title: 	Chief Executive Officer	 


  



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