Mattamy Homes signed a sale and purchase agreement to acquire RiverTown Community for $54.6 million from The St. Joe Company on December 31, 2013. According to the terms The St. Joe Company will receive $20 million to $26 million for the impact fee contingent purchase price over the 5-year period following the closing. However, the actual additional consideration received for the impact fee contingent purchase price, will be based on the purchaser's actual development of the RiverTown Community. As part of acquisition, Mattamy will assume $11 million in Rivers Edge Community Development District obligations. In connection with the execution of the sale agreement, the purchaser will deliver a deposit of $0.1 million, and the balance of the deposit, $1.9 million, which may at the purchaser's election be paid in the form of a letter of credit, will be due within 3 business days of the conclusion of the inspection period. The inspection period will end on February 28, 2014. The balance of the purchase price is payable at closing in cash. The closing is subject to a number of conditions, including requirements with respect to certain governmental matters, certain matters pertaining to the assignment of certain RiverTown Community related contracts, the accuracy, in all material respects, of the representations and warranties of the parties, compliance by the parties, in all material respects, the delivery of certain items as provided by the sale agreement, including title policies and governmental and other third party consents required in connection with the consummation of the transactions contemplated by the sale agreement.

The closing on the sale and purchase of the property shall be held at the offices of seller's attorneys on the date that is no more than thirty days after the expiration of the inspection period. Mattamy Homes signed an amended agreement to acquire RiverTown Community for $54.6 million from The St. Joe Company on March 19, 2014. As per the amendment the method of payment of the previous all-cash portion has been amended. $24 million will be paid by wire transfer, and $19.6 million in the form of a purchase money note. The note shall bear interest at 5.25% per annum and mature on June 30, 2015. As the amendment, the closing of the transaction is delivery of a letter from St. John's County detailing certain matters concerning the construction of, and building permit and certificates of occupancy related to, the RiverTown Community and which allows Mattamy Homes Limited to terminate the amended sale agreement. The closing shall occur no later than March 31, 2014. Brian M. Jones of Shutts & Bowen, LLP acted as a legal advisor to Mattamy Homes. Laurie Gildan of Greenberg Traurig, LLP and Ellen Avery-Smith of Rogers Towers, P.A. acted as a legal advisor to The St. Joe Company.