Exhibit 10.331


 


SECOND AMENDMENT TO AGREEMENT OF PURCHASE
AND SALE


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


 


This SECOND AMENDMENT TO AGREEMENT OF PURCHASE
AND SALE (this “Amendment”) is made and entered into as of April 30, 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 “Original Agreement”),
with respect to the real property owned by Seller and located on the east side of North Andrews Avenue between NE 5th
Street and NE 6th Street in Fort Lauderdale, Florida, (the “Property”), as more particularly
described in the Original Agreement.


 


B.           Seller
and Purchaser entered into an Amendment to the Original Agreement dated as of February 9, 2015 (the “First Amendment”).
The Original Agreement, as amended by the First Amendment, is referred to in this Amendment as the “Purchase Agreement”.


 


C.           While
not a party to the Original Agreement, Lender signed the Original Agreement as consenting to the consummation of the transactions
described in the Purchase Agreement.


 


D.           Seller
and Purchaser desire to amend the Purchase Agreement in accordance with 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.          Amendments.
The Purchase Agreement is hereby amended as follows:


 


2.1           Extension
of Closing Date. Section 1.1(h) of the Purchase Agreement is amended to read as follows:


 


“(h) Closing
Date:            As designated by Purchaser upon not less than five Business Days’ prior notice, but not later than June 30,
2015.”


 


2.2           2014
Taxes. In consideration for extending the latest Closing Date as provided in Paragraph 2.1, Purchaser shall pay the unpaid
general real estate taxes and assessments with respect to the Real Property (including any due and payable interest and delinquency
fees and charges) for the 2014 tax year in the amount of $19,506.47 (the “2014 Taxes”). On or before May 8,
2015, Purchaser shall deliver to Seller a check payable to the applicable taxing agency in the amount of the 2014 Taxes and
Seller shall deliver the check to the applicable taxing agency on or before May 22, 2015, as payment for the 2014 Taxes.
If Purchaser does not deliver the check for the 2014 Taxes to Seller on or before May 8, 2015, the latest Closing Date shall
be deemed not to have been extended as provided in Paragraph 2.1.


 




     

     


    

 


2.3           Proration
of Taxes. The first two sentences of Section 6.1(a) of the Purchase Agreement are amended to read as follows:


 


“Purchaser shall receive
a credit for any accrued but unpaid general real estate taxes and assessments (including without limitation any assessments
imposed by private covenant, “Taxes”) applicable to any period before April 30, 2015, even if such
Taxes are not yet due and payable. Seller shall receive credit for any unaccued but paid Taxes for any paid period after and
including April 30, 2015.”


 


2.4           Mortgage
Loan Interest. The loan secured by the Mortgage is referred to as the “Mortgage Loan”. At the Closing, Purchaser
shall pay, as an increase to the Purchase Price, an amount equal to the product of 6.50% (the current interest rate payable under
the Mortgage Loan) times $6,678,201.17 (the outstanding principal balance under the Mortgage Loan) for interest that accrues on
the outstanding balance of the loan secured by the Mortgage during the period beginning on April 30, 2015 and ending on the
Closing Date.


 


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.


 


6.          Effective
Date. This Amendment will be effective on the latest date of execution by Seller, Purchaser or Lender, as indicated on the
signature page of this Amendment.




 










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The undersigned have executed this Amendment
as of the date first written above.


 


Purchaser:


 


ArchCo Residential LLC


 


	
        By:
	/s/ Neil T. Brown	Date:  4/30/15
	 	Neil T. Brown, its Chief Executive Officer	 


 


Seller:


 


Andrews Village LLC


 


	
        By:
	/s/ Richard Schwartz	Date:  4/30/15
	 	Richard Schwartz, its Managing Member	 


 


While not party to the Purchase Agreement, as amended by this Amendment,
Lender consents to Seller entering into this Agreement and the consummation of the transactions described in the Purchase Agreement,
as amended by this Amendment, in accordance with its terms and conditions.


 


Lender:


 


Sunstate Bank


 


	
        By:
	/s/ Charles Davis	Date:  5/5/15
	Name:	Charles Davis	 
	Title:	CFO	 



 



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