LVDW LiquidValue Development Inc (PK)

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on October 28, 2022, 150 CCM Black Oak Ltd. (the “Seller”), a Texas Limited Partnership and a wholly owned subsidiary of LiquidValue Development Inc., entered into a Contract for Purchase and Sale and Escrow Instructions (the “Agreement”) with Century Land Holdings of Texas, LLC, a Colorado limited liability company (the “Buyer”). Pursuant to the terms of the Agreement, the Seller agreed to sell all of the approximately 242 single-family detached residential lots comprising a residential community in the city of Magnolia, Texas known as the “Lakes at Black Oak.” The parties agreed that the lots would be sold at a range of prices, and the Seller will also be entitled to receive a community enhancement fee for each lot sold.

On November 28, 2022, the parties to the Agreement entered into an amendment to the Agreement (the “Amendment”). Pursuant to the Amendment, the Buyer will now proceed with the purchase of approximately 131 single-family detached residential lots, instead of 242 lots.

The closing of the transactions described in the Agreement, as amended depends on the satisfaction of certain conditions set forth therein. There can be no assurance that such closing will be completed on the terms outlined therein or at all.

The Seller shall be required to develop and improve the property at the Seller’s cost pursuant to certain development plans and government regulations prior to the closing described above.