Exhibit 10.285


 


AMENDMENT TO AGREEMENT OF PURCHASE AND SALE


[Domain Site, Garland, TX]


 


This AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”)
is made and entered into as of July 13, 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 that certain Agreement of Purchase and Sale dated as or April 29, 2015 (the "Purchase 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 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.          Due
Diligence Period. Sect ion 1.1 (h) of the Purchase Agreement is amended to provide that the Due Diligence Period shall expire
on July 31, 2015.


 


3.          Survey.
Section 3.1 of the Purchase Agreement is amended to provide that Purchaser, by July 15, 2015, shall cause the Survey to be prepared
and delivered to Seller and Title Company.


 


4.          Phase
I Land Legal Description. Section 2.3(a) of the Purchase Agreement is amended to provide that Purchaser, by July 22, 2015,
shall deliver to Seller the proposed legal description for the Phase l Land.


 


5.          Draft
Memorandum. Section 1.2(a) or the Purchase Agreement is amended to provide that Purchaser shall, by July 22, 2015, deliver
a proposed form of Memorandum to Seller for its reasonable review and approval.


 


6.          Draft
FPI Collateral Assignment. Section 2.7(j) of the Purchase Agreement is amended to provide that Purchaser, by July 22, 2015, shall deliver a proposed form of FPI Collateral Assignment to Seller for its reasonable review and approval.


 


7.          FPI
Pre-Construction Package. Section 2.6(a) of' the Purchase Agreement is amended to provide that Purchaser, by July 22, 2015, shall review, and give written notice to Seller whether Purchaser approves, each item or the FPI Pre-Construction Package.


 


8.          Concept
Plan. Section 2.4(a) of the Purchase Agreement is amended to provide that Purchaser, by August 12, 2015, shall submit to the
City its proposed Concept Plan for the entire Proposed Project and the Property..


 


9.          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.


 




     


     


    

 


10.         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.


 


11.         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/ Tim Coltart	 
	Name:	Tim Coltart	 
	Title: 	EVP	 


 




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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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