Drive Shack (DSHK) 8-K Entry into a Material Definitive Agreement

Exhibit 10.5

EXECUTION VERSION

AMENDMENT NO. 3 TO

AMENDED AND RESTATED PURCHASE AGREEMENT

This AMENDMENT NO. 3 TO AMENDED AND RESTATED PURCHASE AGREEMENT (this “Amendment”), dated as of April 27, 2012, amends that certain Amended and Restated Purchase Agreement, dated as of February 27, 2012, by and among the Purchasers and the Sellers named therein and Walter C. Bowen (“Bowen”) (for purposes of Sections 4.12, 4.17 and 6.10 and Article XI of the Agreement only) (as previously amended by Amendment No. 1, dated as of March 30, 2012, and Amendment No. 2, dated as of April 11, 2012, the “Agreement”). The Purchasers, the Sellers and Bowen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

WITNESSETH

WHEREAS, the Parties have reviewed the Agreement, including the exhibits thereto, and desire to acknowledge and clarify its original intent and/or otherwise amend the Agreement by entering into this Amendment on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:

1.Interpretation. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

2.Notification Date. “Notification Date” as used in Sections 5.1 and 6.11 of the Agreement shall hereby be deemed to refer to May 11, 2012.

3.Rent Roll. Section 9.2(a)(xii) of the Agreement shall be deleted and the following inserted in lieu thereof:

“A then current rent roll for each Facility certified by the respective Seller as of the Closing Date as true, complete and accurate in all material respects, which shall include such information as was provided in the rent rolls provided in Section 2.7(b) of the Disclosure Letter and the information required bySection 8.2(m).”

4.Entire Agreement; Full Force and Effect. This Amendment and (subject to the amendment in this Amendment) the Agreement (together with the Disclosure Letter (as amended and restated) and the exhibits and other documents delivered pursuant thereto) and the Confidentiality Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all previous negotiations, commitments, agreements and understandings (both oral and written) with respect to such subject matter. Except as amended or modified hereby, each term and provision of the Agreement is hereby ratified and confirmed and will and does remain in full force and effect.

5.Counterparts. This Amendment may be executed by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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2

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

SELLERS:

[Regent Court]	Regent/Corvallis, LLC, an Oregon limited liability company
	By:	/s/ Walter C. Bowen
		Walter C. Bowen, Manager
[Desert Flower]	Desert Flower LLC,an Oregon limited liability company
	By:	/s/ Walter C. Bowen
		Walter C. Bowen, Managing Member
[Sun Oak]	BPM/Citrus Heights Limited Partnership, an Oregon limited partnership By: Hambledon Investments, LLC, an Oregon limited liability company, its General Partner
		By:	/s/ Walter C. Bowen
			Walter C. Bowen, Manager

[Sunshine Villa]	Cornell Springs Partners, an Oregon joint venture, co-tenant
	By:   Cornell Springs Apartments Limited Partners, an Oregon limited partnership, a joint venturer
		By:	/s/ Walter C. Bowen
			Walter C. Bowen, General Partner
	By:	BDC/Santa Cruz, LLC, a joint venturer
		By:	/s/ Walter C. Bowen
			Walter C. Bowen, Manager
	Regent/Eugene, LLC, an Oregon limited liability company, co-tenant
	By:	/s/ Walter C. Bowen
		Walter C. Bowen, Manager
[Canyon Creek]	Regent/Salt Lake, LLC, an Oregon limited liability company By:   Hambledon Investments, LLC, an Oregon limited liability company
		By:	/s/ Walter C. Bowen
			Walter C. Bowen, Manager
[Sheldon Park]	Regent/Eugene, LLC, an Oregon limited liability company, co-tenant
		By:	/s/ Walter C. Bowen
			Walter C. Bowen, Manager

[Willow Park]	Regent/Boise, LLC, an Oregon limited liability company
	By:	/s/ Walter C. Bowen
		Walter C. Bowen, Manager

[Orchard Park]	RAL/Clovis, Inc., an Oregon corporation
	By:	/s/ Walter C. Bowen
		Walter C. Bowen, CEO

PURCHASERS:

B Healthcare Properties LLC, a Delaware limited liability company
By:	/s/ Andrew White

/s/ Walter C. Bowen

Walter C. Bowen