FIRST AMENDMENT TO

Exhibit 10.5

FIRST AMENDMENT

TO

PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First Amendment”) is made this 17^th day of October 2014 by and between XXXXX SPRINGS & COMPANY, INC., a South Carolina not-for-profit corporation (“Seller”), and IC MYRTLE BEACH LLC, a Delaware limited liability company (“Buyer”).

R E C I T A L S:

A. Buyer and Seller entered into that certain Purchase and Sale Agreement dated as of September 12, 2014 (the “Original Agreement”) pursuant to which Seller agreed to sell, and Buyer agreed to purchase, the Property pursuant to the terms therein.

B. Buyer and Seller now desire to amend the Original Agreement upon the terms and conditions, and for the purposes set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Incorporation of Recitals. The foregoing recitals are specifically incorporated in this First Amendment by this reference.

2. Defined Terms. Capitalized terms used but not defined in this First Amendment shall have the same meaning given them in the Original Agreement.

3. Amendment.

(a) Section 1.27 of the Original Agreement is hereby deleted in its entirety and the following substituted therefor:

1.27    “Due Diligence Period” means the period commencing on the Effective Date and ending at 5:00 p.m. (Eastern Time) on October 24, 2014.

(b) The following sentence appearing in Section 3.5 is hereby deleted:

The definition of “Scheduled Closing Date” means on or before the thirtieth (30^th) calendar day following the last calendar day of the Due Diligence Period.

and the following sentence substituted therefor:

The definition of “Scheduled Closing Date” means on or before November 18, 2014.

4. Headings. Section and other headings contained in this First Amendment are for reference purposes only and are nor intended to describe, interpret, define or limit the scope, extent or intent of this First Amendment or any provision hereof.

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5. Applicable Law and Jurisdiction. This First Amendment shall be governed by the laws of the State of South Carolina, without regard to the application of choice of law principles.

6. Counterpart Execution. This First Amendment may be executed in any number of counterparts with the same effect as if each party had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

7. Entire Agreement. This First Amendment constitutes the entire agreement between the parties with respect to the matters addressed in this First Amendment and supersedes all prior understandings or agreements between the parties related to these subject matters. Except as amended by this First Amendment, the Original Agreement remains in full force and effect. In the event of any conflict or inconsistency between the terms and provisions of this First Amendment and the terms and provisions of the Original Agreement, the terms and provisions of this First Amendment shall control to the extent necessary to resolve such conflict or inconsistency.

[signatures appear on the next page]

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IN WITNESS WHEREOF, Seller and Buyer have signed and delivered this First Amendment effective as of the Effective Date.

SELLER:			BUYER:
XXXXX SPRINGS & COMPANY, INC.,			IC MYRTLE BEACH LLC
a South Carolina not-for-profit corporation			a Delaware limited liability company
By: /s/ Xxxxxxx X. Xxxxxxxx			By:	IC Myrtle Beach Manager, LLC, a
Name: Xxxxxxx X. Xxxxxxxx				Delaware limited liability company, its
Title: President/CEO				Manager
				By: /s/ Xxxxxxx X. Xxxxx
				Name: Xxxxxxx X. Xxxxx
				Title: A Member
ACKNOWLEDGEMENT BY TITLE COMPANY:
Escrow Holder hereby acknowledges and accepts the foregoing First Amendment as of the date first written above.
COMMONWEALTH LAND TITLE INSURANCE COMPANY
By: /s/ Xxxxxxx Xxxx Oust
Name: Xxxxxxx Xxxx Oust
Title: Vice President, State Counsel

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