Exhibit 10.1


 


SIXTH AMENDMENT TO 


SINGLE FAMILY HOMES REAL ESTATE PURCHASE
AND SALE AGREEMENT


 


THIS SIXTH AMENDMENT TO SINGLE FAMILY HOMES
REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Sixth Amendment”) is made as of March 4, 2016 between
RED DOOR HOUSING, LLC, a Texas limited liability company (“Seller”) and REVEN HOUSING TEXAS, LLC, a Delaware
limited liability company (“Buyer”) with reference to the following recitals:


 


RECITALS


 


A.Seller and Buyer entered into that certain Single
Family Homes Real Estate Purchase and Sale Agreement dated as of September 26, 2014, pursuant to which Seller agreed to sell to
Buyer and Buyer agreed to purchase from Seller, 100 single family homes in the State of Texas, as amended by that certain First
Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of January 26, 2015, that certain Second Amendment
to Single Family Homes Real Estate Purchase and Sale Agreement dated as of May 11, 2015, that certain Third Amendment to Single
Family Homes Real Estate Purchase and Sale Agreement dated as of August 12, 2015, that certain Fourth Amendment to Single Family
Homes Real Estate Purchase and Sale Agreement dated as of September 23, 2015, and that certain Fifth Amendment to Single Family
Homes Real Estate Purchase and Sale Agreement dated as of December 29, 2015 (as amended, the “Agreement”).


 


B.Seller and Buyer desire to amend the
Agreement in accordance with the terms of this Sixth Amendment.


 


NOW THEREFORE, in consideration of the mutual
agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Buyer and Seller hereby agree as follows:


 


AGREEMENT


 


		1.	Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in
the Agreement.



 


		2.	Due Diligence Period. The Due Diligence Period pursuant to the Basic Terms of the Agreement is hereby deleted in its
entirety and amended to read as follows:



 


“Due Diligence Period:
Subject to the “Acceleration of the Due Diligence Period and Closing Date” provision in the Basic Terms and Section
7 below, the period commencing on the Effective Date and ending on April 30, 2016.”


 






     

     


    

 


		3.	Basic Terms. The Acceleration of the Due Diligence Period and Closing Date pursuant to the
Basic Terms of the Agreement is hereby deleted in its entirety and amended to read as follows:



 


“Acceleration
of the Due Diligence Period and Closing Date: Upon five (5) business days’ written notice from Buyer to Seller and subject
to Section 5 of this Agreement, Buyer may elect to purchase from Seller any or all of the properties listed on Exhibit A
attached hereto by delivering written notice (the “Property Notice”) of its election to accelerate the
Due Diligence Period and Closing Date on those properties listed in the Property Notice (the “Accelerated Closing”
and the date specified in the Property Notice shall be the “Accelerated Closing Date”). For the avoidance
of doubt, the terms of the Agreement shall remain in effect for those properties not included in the Property Notice.”


 


		4.	Due Diligence Period; Post-Closing Inspection Reports. Section 7(a) of the Agreement is hereby deleted in its entirety
and amended to read as follows:



 


“(a)Subject
to the “Acceleration of the Due Diligence Period and Closing Date” provision in the Basic Terms, Buyer shall have a
period commencing on the Effective Date and ending at 6:00 PM Pacific Time on April 30, 2016 (the “Due Diligence
Period”) to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion,
to determine whether Buyer desires to purchase the Property.”


 


		5.	Governing Law. This Sixth Amendment shall be governed by the laws of the State of Texas.



 


		6.	Full Force and Effect. Except as modified by this Sixth Amendment, the Agreement is unchanged, and is hereby ratified
and acknowledged by Buyer and Seller to be in full force and effect.



 


		7.	Counterparts. This Sixth Amendment may be executed 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. An electronically transmitted counterpart of this Sixth
Amendment shall constitute an original for all purposes.



 


		8.	Miscellaneous. This Sixth Amendment, together with the Agreement, sets forth the entire agreement between the parties
with respect to the subject matter set forth herein and therein and may not be modified, amended or altered except by subsequent
written agreement between the parties. In case of any inconsistency between the provisions of this Sixth Amendment and the Agreement,
the provisions of this Sixth Amendment shall govern and control. This Sixth Amendment shall be binding upon and shall inure to
the benefit of Buyer and Seller and their respective successors and assigns, if any.



 




     

     


    

 


IN WITNESS WHEREOF, the undersigned parties
have caused this Fifth Amendment to be duly executed as of the day and year first written above.


 





	 	SELLER
	 	 	 	 
	 	RED DOOR HOUSING, LLC,
	 	a Texas limited liability company
	 	 	 	 
	 	By: 	/s/ Ricky Williams
	 	 	Ricky Williams, Manager
	 	 	 	 
	 	BUYER
	 	 	 	 
	 	REVEN HOUSING TEXAS, LLC,
	 	a Delaware limited liability company
	 	 	 	 
	 	By: 	REVEN HOUSING REIT, INC.,
	 	 	a Maryland corporation,
	 	 	its sole member
	 	 	 	 
	 	 	By: 	/s/ Chad Carpenter
	 	 	 	Chad Carpenter,
	 	 	 	Chief Executive Officer