Exhibit 10.1


 





SINGLE FAMILY HOMES


 


REAL ESTATE PURCHASE AND SALE AGREEMENT


 


by and between


 


SIGNATURE HOLDINGS, LLC, WRG
Investments, LLC, Foster Signature Investments, LLC, and Lone Oak Run Investment Holdings, LLC


as Seller


 


and


 


REVEN HOUSING FUNDING 2, LLC,


as Buyer


 


November 26, 2018


 


 




     


     


    

 


THIS SINGLE FAMILY
HOMES PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of November 26, 2018
(“Effective Date”), by and between SIGNATURE HOLDINGS, LLC, WRG
Investments, LLC, Foster Signature Investments, LLC, and Lone Oak Run Investment Holdings, LLC (collectively, “Seller”)
and REVEN HOUSING FUNDING 2, LLC, a Delaware limited liability company (“Buyer”).


 


BASIC TERMS


 


The following terms, as used in this Agreement,
will have the meanings assigned to such terms in this Basic Terms section of the Agreement, subject to any adjustments set forth
elsewhere in this Agreement.


 


Purchase
Price: $10,031,581.00, subject to adjustment in accordance with the provisions of this Agreement.


 


Deposit: $100,315.81
[1% of Purchase Price].


 


Closing Date:
The date on which the Escrow Holder issues the final settlement statement, which in no event shall extend beyond 30 days after
the expiration of the Due Diligence Period; provided, however, if Buyer notifies Seller of any objections to title and/or survey
during the Due Diligence Period, and Seller requires additional time to cure any such objections that Seller has agreed to cure,
Buyer shall have the right to extend the Closing Date to a date that is five (5) days after the last such objection is cured by
Seller to the reasonable satisfaction of Buyer.


 


Due Diligence Period:
Subject to the provisions of Section 7 below, the period commencing on the Effective Date and ending on the date that is
30 days after Buyer receives all Property Information, to be delivered to Buyer pursuant to Section 6(a)(3) and Section 7(a),
during which period Buyer will be provided the opportunity to review all aspects of the Property. Buyer will notify seller through
written correspondence when all property information has been received and 30 day period has started.


 


Escrow Holder:
Fidelity National Title Insurance Company.


 


Title Company:
Fidelity National Title Insurance Company.


 


Broker: Ike Bams
and Richard Jennings.


 


PRELIMINARY
STATEMENTS


 


A. Seller
is the owner of the Property (as defined herein); and


 


B. Seller
desires to sell, and Buyer desires to buy, the Property, at the price and on the terms and conditions hereafter set forth.


 


In consideration of
the recitals, mutual covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are mutually acknowledged, Seller and Buyer hereby agree as follows:


 


1. Premises.
The real estate which is the subject of this Agreement consists of 45 single family homes, in the State of Oklahoma, which are
identified and generally described on Exhibit A attached hereto, together with all of the improvements and structures located
thereon (“Improvements”), any heating and ventilating systems and other fixtures located therein or
thereon, and all rights, interests, benefits, privileges, easements and appurtenances to the land and the Improvements, if any
(collectively, the “Premises”).


 






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2. Personal
Property and Leases. 


 


(a) The
“Personal Property” referred to herein shall consist of all right, title, and interest of Seller,
if any, in all tangible (including all advertising materials, plans and specifications) and intangible personal property, including
any equipment, appliances, or furnishings that remain in the Premises at the Closing, and any and all existing licenses and permits
held by Seller and not constituting part of the real estate, located on and used in connection with the Premises.


 


(b) The
“Leases” referred to herein shall consist of the leases, occupancy and rental agreements between
the Seller, as landlord and tenants of the single family homes that comprise the Premises that are in effect as of the date of
the Closing (defined below)..


 


3. Sale/Conveyance
and Assignment. Seller agrees to sell, convey and assign to Buyer, and Buyer agrees to buy and
assume from Seller, at the price and upon the other terms and conditions hereafter set forth (a) the Premises, (b) the Personal
Property, (c) the Improvements, and (d) the Leases (a-d collectively, the “Property”).


 


4. Transfer
of Title. 


 


(a) Title
to the Property shall be conveyed to Buyer by a special warranty deed (the “Deed”) executed by Seller,
in the form attached hereto as Exhibit C.


 


(b) The
Personal Property shall be conveyed to Buyer by a bill of sale (the “Bill of Sale”) executed by Seller,
in the form attached hereto as Exhibit D.


 


(c) The
Leases shall be assigned by Seller and assumed by Buyer by an Assignment Leases and Contracts (the “Assignment of
Leases and Contracts”), in the form attached hereto as Exhibit E.


 


5. Purchase
Price; Deposit. 


 


(a) Delivery
of Purchase Price. The purchase price for the Property shall be the price identified in the Basic Terms (the “Purchase
Price”), which shall be subject to reduction in accordance with this Section 5 and Section 7(d) and
payable by Buyer to Seller as follows:


 


(1) Within
five (5) business days after the execution of this Agreement, Buyer shall deposit into an escrow account (the “Escrow”)
established with Escrow Holder (as identified in the Basic Terms), which will serve as escrow holder for this transaction a deposit
in the amount of the Deposit (as identified in the Basic Terms above). If Buyer notifies Seller that it elects to proceed to purchase
the Property in accordance with the provisions of Section 7, then the Deposit (as defined in the Basic Terms) will become
non-refundable to Buyer, except in the event of a default or breach of this Agreement by Seller. The Deposit shall at all times
prior to Closing be invested in United States treasury obligations or such other interest bearing accounts or securities as are
approved by Buyer in writing; all interest earned on the Deposit will be administered, paid or credited (as the case may be) in
the same manner as the Deposit and, when credited to the escrow account shall constitute additional Deposit. At the closing of
the transactions contemplated by this Agreement (the “Closing”), Buyer shall receive a credit against
the Purchase Price for the Deposit.


 


(2) The
Purchase Price, less a credit for the Deposit, and plus or minus prorations and adjustments as set forth in Section 17
hereof, shall be paid by Buyer to Seller by wire transfer of immediately available federal funds on the Closing Date.


 






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(b) Property
Valuation. Buyer may elect to retain an independent, third-party valuation consultant to prepare a valuation report (“Valuation
Report”) for each of the properties that comprise the Property. If the sum of the values of the properties that
comprise the Property (“Total Valuation”) is less than the Purchase Price, then both buyer and seller
must agree (1) if there is to be any price reduction and (2) how much the price reduction will be. If both buyer and seller agree
to a purchase price reduction then at Closing the Purchase Price will be reduced by the purchase price reduction amount that is
agreed to. If the Purchase Price reduction can not be agreed to by both buyer and seller, then Buyer may, upon written notice
to Seller at least seven business days before the then-scheduled Closing Date, elect to (i) close the transaction as contemplated
or (ii) terminate this Agreement. If Buyer terminates this Agreement in accordance with this Section 5(b), then
this Agreement will have no further force or effect, the parties will have no further obligations to each other (except for any
indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall refund the Deposit
to Buyer.


 


(c) Notwithstanding
Section 5(b) above and Section 7(d) below, Buyer may, in lieu of adjusting the Purchase Price as a result of necessary
repairs and replacements or a Total Valuation that is less than the Purchase Price in accordance with those provisions, elect
to exclude specified properties from the properties identified on Exhibit A. If, as a result of its due diligence investigations,
Buyer elects to exclude one or more properties from the Property being acquired in accordance with this Agreement, then on or
before the expiration of the Due Diligence Period, Buyer will notify Seller that certain specified properties (“Excluded
Properties”) are to be excluded from the sale contemplated in this Agreement. Following Buyer’s notification
to Seller and identification of the Excluded Properties, (i) the description of the properties that comprise the Property, as
identified on Exhibit A, will be deemed modified to exclude the Excluded Properties; and (ii) the Purchase Price will be
reduced by the product of the number of homes that comprise the Excluded Properties and the value assigned to each home (the “Assigned
Home Value”). Once Buyer identifies to Seller the Excluded Properties, those properties so identified will no longer
be the subject of this Agreement and Seller will be free to sell them to another party or take any action that Seller elects with
respect to the Excluded Properties.


 


(d) Security
Deposit Deficit. Prior to the expiration of the Due Diligence Period, Seller shall provide Buyer with a list (the “Security
Deposit Deficit List”) of all tenants under the Leases who have a security deposit in an amount that is less than the
amount of their monthly rent (the “Security Deposit Deficit”). The Security Deposit Deficit List shall include
the names of those tenants with a Security Deposit Deficit and the amount of their respective Security Deposit Deficit.


 


6. Representations,
Warranties and Covenants. 


 


(a) Seller’s
Representations and Warranties. As a material inducement to Buyer to execute this Agreement and consummate this transaction,
Seller represents and warrants to Buyer as follows:


 


(1) Organization
and Authority. If Seller is an entity, Seller has been duly organized and is validly existing under the laws of the state
in which it is incorporated. Seller has the full right and authority and has obtained any and all consents required therefor to
enter into this Agreement, consummate or cause to be consummated the sale and make or cause to be made transfers and assignments
contemplated herein. The persons signing this Agreement on behalf of Seller are authorized to do so. This Agreement and all of
the documents to be delivered by Seller at the Closing have been authorized and properly executed and will constitute the valid
and binding obligations of Seller, enforceable against Seller in accordance with their terms.


 


(2) Conflicts.
There is no agreement to which Seller is a party or, to Seller’s knowledge, binding on Seller or the Property, that is in
conflict with this Agreement or that would limit or restrict the timely performance by Seller of its obligations pursuant to this
Agreement.


 


(3) Documents
and Records. To Seller’s knowledge, Seller has provided (or upon the execution hereof will provide) Buyer with, or has
made available to Buyer, true, correct and complete copies of the items scheduled in Schedule 6(a)(3) attached hereto (all
of the foregoing collectively the “Property Information”). The Property Information consists of all
documents relating to the Property in Seller’s possession or control.


 


(4) Litigation.
There is no action, suit or proceeding pending or to Seller’s knowledge threatened which (i) if adversely determined, would
not be covered by insurance (subject to the payment of a customary insurance deductible) or adversely affect the Property, or
(ii) which challenges or impairs Seller’s ability to execute, deliver or perform this Agreement or consummate the transaction
contemplated hereby.


 






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(5) Leases.
Schedule 6(a)(5) sets forth a list of the leases and all contracts (including all service, maintenance, and warranty contracts)
that apply to the properties that comprise the Property, which, to Seller’s knowledge, is true and correct and complete
list of such leases and contracts as of the date of such schedule. To Seller’s knowledge, except as scheduled in Schedule 6(a)(5),
neither Seller nor any other party is in default with respect to any of its obligations or liabilities pertaining to the Leases.
To Seller’s knowledge, other than the Leases and any other matters disclosed in the Title Report, there are no leases, licenses
or other occupancy agreements to which Seller is a party or is bound affecting any portion of the Property as of the date hereof,
which will be in force on the Closing Date. Seller has delivered or made available, true and correct copies of the Leases to Buyer.
No lessee under any Lease has any right of first refusal or option to purchase the property that is the subject of their Lease.
With respect to any property identified on Exhibit A, if any Lease expires and is extended or renewed, or if Seller elects
to sign a new Lease, during the period this Agreement is in effect, then such new Lease must be submitted to Buyer for review
and approval, may not have a term shorter than one year, and may not include any free rent period or cancellation right on the
part of the tenant, unless such terms are approved by Buyer in writing.


 


(6) Contracts.
Exhibit B sets forth all contracts presently outstanding with respect to the Property. To Seller’s knowledge, neither
Seller nor any other party is in default with respect to any of its obligations or liabilities pertaining to any contracts that
will survive the Close of Escrow.


 


(7) Notice
of Violations. Seller has received no written notice that either the Property or the use thereof violates any laws, rules
and regulations of any federal, state, city or county government or any agency, body, or subdivision thereof having any jurisdiction
over the Property that have not been resolved to the satisfaction of the issuer of the notice.


 


(8) Withholding
Obligation. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code
of 1986, as amended.


 


(9) Condemnation.
Except for any condemnation proceedings which Seller has not yet been served with process, there are no pending or, to Seller’s
knowledge, threatened condemnation or similar proceedings affecting the Property or any individual property that is a part thereof.


 


(10) Employees.Seller
has no employees at the Property.


 


(11) No
Bankruptcy Proceedings. Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed
any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller’s creditors, (iii)
suffered the appointment of a receiver to take possession of all or substantially all of Seller’s assets, or (iv)
suffered the attachment or other judicial seizure of all or substantially all of Seller’s assets.


 


(12) Unrecorded
Documents. Other than as disclosed in the Property Information, the Title Commitment, or any other documents delivered to
Buyer, Seller has not entered into any unrecorded contracts, leases, easements or other agreements with respect to the Property
that would be binding on Buyer or the Property following the Closing. Seller has no knowledge of any claim of any third party
affecting the use, title, occupancy or development of the Property that has not been disclosed to Buyer. Seller has not granted
any right of first refusal, option or other right to acquire all or any part of the Property.


 






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(b) Buyer’s
Representations and Warranties. As a material inducement to Seller to execute this Agreement and consummate this transaction,
Buyer represents and warrants to Seller that Buyer has been duly organized and is validly existing as a Maryland corporation.
Buyer has the full right and authority and has obtained any and all consents required therefore to enter into this Agreement,
consummate or cause to be consummated the purchase, and make or cause to be made the deliveries and undertakings contemplated
herein or hereby. The persons signing this Agreement on behalf of Buyer are authorized to do so. This Agreement and all of the
documents to be delivered by Buyer at the Closing have been authorized and properly executed and will constitute the valid and
binding obligations of Buyer, enforceable against Buyer in accordance with their terms.


 


(c) Covenants
of Seller. Seller covenants and agrees that during the period from the date of this Agreement through and including the Closing
Date (except as otherwise provided in Section 6(c)(3) below):


 


(1) Seller will timely pay and perform its obligations under the Leases and any contracts to be assumed by Buyer pursuant hereto.


 


(2)  All tenant repair requests, including move-in punch-list items have been fixed properly or will be fixed properly and paid
for before the close of escrow.


 


(3) Delivery
of 8-06 Financials. Upon request from Buyer, Seller agrees to prepare for delivery to Buyer, unaudited income statements,
along with accompanying notes, with respect to the Property for the twelve months ended December 31, 2017 (“Annual
Income Statement”) and the nine months ended September 30, 2018 (“Interim Income Statement”
and, with the Annual Income Statement, the “Income Statements”). The Income Statements shall be (a)
in accordance with the books and records of Seller, (b) present fairly in all material respects the results of operations of the
Property for the periods therein specified, (c) prepared in accordance with U.S. generally accepted accounting principles, consistently
applied, and Rule 8-06 of Regulation S-X (17 C.F.R. Part 210), and (d) otherwise acceptable to Buyer in its reasonable discretion.
Upon request from Buyer, Seller shall also provide to Buyer, any schedules or supporting documentation that Buyer may reasonably
request that relate to the transactions included or to be included in the Income Statements. Upon request from Buyer, Seller agrees
to cooperate with Buyer, and provide all assistance and access to the books and records of Seller relating to the “Property”,
as required for the audit of the Annual Income Statement, to be completed no later than the 70th day following the
Closing, unless Buyer extends such deadline in its sole discretion. The audit of the Annual Income Statement shall be at Buyer’s
expense and shall be conducted by an independent accounting firm registered with the Public Company Accounting Oversight Board
retained by Buyer. Upon request from Buyer, Seller shall provide the items listed in Exhibit H attached hereto and incorporated
herein, to the extent in Seller’s possession or control. The covenants and obligations of Seller under this Section 6(c)(3)
shall survive the Closing.


 


(d) Seller
Representation Regarding Tenants. Seller hereby represents and warrants to the best of its knowledge that each tenant is occupying
its respective home and is current in the payment of rent, and no default currently exists , unless specifically disclosed to
buyer.


 


(1)  Following
the expiration of the Due Diligence Period, Seller will not enter into any contract (other than new Leases) that will be an obligation
affecting the Property subsequent to the Closing Date except for contracts entered into in the ordinary course of business that
are terminable without cause and without payment of a penalty on not more than 30-days’ notice.


 


(2) Seller
will not remove any Personal Property from the Property except as may be required for necessary repair or replacement, and in the
event of such replacement, the replacement shall be of materially equal or better quality and quantity as existed as of the time
of its removal.


 


(3) Seller
will continue to operate and maintain the Property in accordance with past practices and will not make any material alterations
or changes thereto;


 


(4) Seller will maintain casualty and liability insurance of a level and type consistent with the insurance maintained by Seller
prior to the execution of this Agreement with respect to the Property;


 






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(5) Seller will not do anything, or authorize anything to be done, that would adversely affect the condition of title as shown
on the Title Commitment.


 


(6) Seller agrees to terminate by written notice to the other parties thereto, effective as of Closing, any service contracts
that Buyer, pursuant to written notice to Seller prior to the expiration of the Due Diligence Period, requests Seller to terminate.
Seller shall deliver to Buyer copies of all notices of termination given by Seller pursuant to this subsection.


 


(e) Representation
and Warranties Prior to Closing. The continued validity in all respects of the foregoing representations and warranties shall
be a condition precedent to the obligation of the party to whom the representation and warranty is given to close this transaction.
If any of Seller’s representations and warranties are not true and correct at any time on or before the Closing even if
true and correct as of the date of this Agreement or whether any change in facts or circumstances has made the applicable representation
and warranty no longer true and correct and regardless as to whether Buyer becomes aware of such fact through Seller’s notification
or otherwise, then Buyer may, after Seller has been given adequate time to rectify said situation, at Buyer’s option, exercised
by written notice to Seller (and as its sole and exclusive remedy), either (i) proceed with this transaction, accepting the applicable
representation and warranty as being modified by such subsequent matters or knowledge and waiving any right relating thereto,
if any, or (ii) terminate this Agreement and declare this Agreement of no further force and effect and in which event Escrow Holder
shall, without further instruction, return the Deposit to Buyer and Seller shall have no further liability hereunder by reason
thereof; provided, that if the breach of any representation or warranty of Seller hereunder results from the willful and intentional
act of Seller, Buyer will have the rights and remedies available to Buyer under Section 18(b) of this Agreement upon
a default by Seller of its obligations under this Agreement.


 


7. Due
Diligence Period. 


 


(a) Buyer
will have a period commencing on the Effective Date and ending at 6:00 PM Pacific Time on the date that is 30 days after Buyer
has received all Property Information set forth in Schedule 6(a)(3) (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. If Buyer is acting diligently and in good faith to proceed with the consummation of the transaction
contemplated by this Agreement, Seller will agree, upon the written request of Buyer, to extend the Due Diligence Period up to
fourteen (14) days. Buyer agrees to submit a notice to Seller confirming Buyer has received all Property Information once received
and the date of the notice will become the Effective Date.


 


(b) Buyer
may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on or before the last
day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 7, the Deposit shall be immediately
refunded to Buyer, and neither party shall have any further liability or obligation to the other under this Agreement except for
the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that expressly
survive the termination of this Agreement. In the event this Agreement is terminated escrow is required to return Buyer’s
Deposit immediately and Seller agrees and will not cause escrow to delay the return of the Deposit to Buyer for any reason. If
Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify
Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not,
before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or
send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to
proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence
Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller.


 






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(c) Subject
to the rights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining
at Buyers expense any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering,
non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required
by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise
the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of
the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test,
that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured
thereunder. Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in
Section 7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances
or wastes, which shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and
clear of any liens and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against
all losses, costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively,
“Losses”) arising from damage to the Property and injury to persons asserted against or incurred by
any Seller Related Party as a result of such entry by Buyer, its agents, employees or representatives (except that Buyer shall
have no liability or indemnity obligation for any diminution in the value of the Property as a result of any unfavorable analysis,
test, study, opinion or recommendation made to or for or reach by Buyer). If any inspection or test disturbs the Property and
Buyer does not acquire the Property, Buyer will restore the Property to substantially the same condition as existed prior to any
such inspection or test. Buyer and its agents, employees, and representatives may, upon not less than 24 hours prior telephonic
notice to Seller, examine and make copies of all books and records and other materials relating to the condition of the Property
in Seller’s possession at the office where such records are maintained. Any information provided to or obtained by Buyer
with respect to the Property shall be subject to the provisions of Section 22(p) of this Agreement. The obligations of
Buyer under this Section shall survive the termination of the Agreement.


 


(d) Buyer
may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the Property as
a whole and as individual properties seperately (collectively, the “Third Party Inspection Report”),
which Third Party Inspection Report shall adequately identify any necessary repairs, improvements or replacements, which shall
include, without limitation, any replacement of items near the end or beyond its applicable useful life, and the estimated costs
of such repairs, improvements or replacements (collectively, the “Necessary Repairs”). The person or
entity preparing the Third Party Inspection Report must be licensed to perform such inspections in the jurisdiction where the
Property is located, and may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer or otherwise not
at arm’s length from Buyer. Buyer will provide a copy of the Third Party Inspection Report to Seller prior to the expiration
of the Due Diligence Period. If any Necessary Repairs are identified in the Third Party Inspection Report both Buyer and Seller
must agree on the items to be repaired and the cost of such repairs. For items both Buyer and Seller agree to be repaired, Seller
shall have the right to (i) make the Necessary Repairs after Closing and the estimated cost of the Necessary Repairs as set forth
in the Third Party Inspection Report shall be held in escrow by the Escrow Holder until such Necessary Repairs are completed as
described in Section 7(d)(1) below, or (ii) reduce the Purchase Price by the estimated cost of the repairs, improvements or replacements
set forth in the Third Party Inspection Report. In the event Seller elects to reduce the Purchase Price, Seller and Buyer agree
that the Purchase Price will be reduced by an agreed upon amount by both Buyer and Seller Normal wear and tear shall not constitute
grounds for a reduction in the Purchase Price. If the cost to make the repairs, improvements and/or replacements identified in
the Third Party Inspection Report on any individual home can not be agreed to by both Buyer and Seller and Seller does not agree
to reduce the Purchase Price by the identified cost of such repairs, improvements and replacements as set forth in the Third Party
Inspection Report, then Buyer may, upon written notice to Seller and prior to the end of the Due Diligence Period, elect to (i)
close the transaction as contemplated or (ii) terminate this Agreement. If Buyer terminates this Agreement in accordance with
this Section 7(d), then this Agreement will have no further force or effect, the parties will have no further obligations
to each other 3 and Escrow Holder shall refund the Deposit to Buyer. The reductions to the Purchase Price contemplated in this
Section 7(d) are in addition to those contemplated in Section 5(b) and 5(c) of this Agreement.


 






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(1) If
Seller elects to make the repairs contemplated in Section 7(d) above, a Purchase Price Escrow Repair Holdback amount of $150,000.00
or the agreed upon estimated cost of “Necessary Repairs” if less than $150,000.00(the “Purchase Price
Escrow Repair Holdback”) shall be withheld by the Escrow Holder until such time as Seller has completed all Necessary
Repairs to Buyer’s reasonable satisfaction. Such Necessary Repairs shall be completed by Seller, at Seller’s sole
cost and expense, not later than ninety (90) days after Closing (the “Holdback Repair Period”). Seller
shall provide to Buyer invoices and related back-up documentation reasonably acceptable to Buyer pertaining to all Necessary Repairs,
as well as photographs reasonably acceptable to Buyer depicting each and every item to be repaired before such repair has begun
and after such repair has been completed. Purchase Price Holdback funds shall remain held by the Escrow Holder until all Necessary
Repairs are completed to Buyer’s reasonable satisfaction. Upon the end of the Holdback Repair Period or sooner upon Buyer’s
election, Buyer shall review the status of the Necessary Repairs and, if any repairs have been completed to Buyer’s reasonable
satisfaction, Buyer shall at that time instruct the Escrow Holder to release funds pertaining to such completed repairs described
in the Third Party Inspection Report. If after Buyer’s review of the Necessary Repairs Buyer determines that all of the
Necessary Repairs have been completed during the Holdback Repair Period, any Purchase Price Escrow Repair Holdback funds remaining
in Escrow Holder’s custody shall be released to Seller.


 


(e) Notwithstanding
any provision to the contrary set forth herein, in addition to the rights set forth in Sections 5(c), 5(b)
and 7(d), on or before the expiration of the Due Diligence Period, Buyer may in its sole discretion, elect to designate
specified properties from the properties identified on Exhibit A as Excluded Properties as defined in Section 5(c).
In the event of such an election, Buyer shall deliver to Seller a notice stating which properties it has designated as Excluded
Properties no later than no later than the end of the due diligence period (the “Notice to Seller”).
Upon delivery of the Notice to Seller, the designated properties described in the Notice to Seller shall be Excluded Properties,
and the terms of Section 5(c) shall apply with respect thereto.


 


8. As
Is Sale.


 


(a) BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS IS
WITH ALL FAULTS” BASIS AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS DELIVERED BY SELLER
TO BUYER AT CLOSING, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM
SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (I) THE QUALITY, NATURE,
ADEQUACY AND PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO THE STRUCTURAL ELEMENTS, FOUNDATION, ROOF, APPURTENANCES,
ACCESS, LANDSCAPING, PARKING FACILITIES AND THE ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND UTILITY SYSTEMS, FACILITIES
AND APPLIANCES, (II) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY GROUNDWATER, (III) THE EXISTENCE,
QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (IV) THE DEVELOPMENT POTENTIAL OF THE PROPERTY,
AND THE PROPERTY’ USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY FOR ANY
PARTICULAR PURPOSE, (V) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF
THE PROPERTY, (VI) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES,
COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, (VII)
THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS (AS DEFINED IN ANY ENVIRONMENTAL STATUTE) ON, UNDER OR ABOUT THE PROPERTY OR THE
ADJOINING OR NEIGHBORING PROPERTY, (VIII) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON THE PROPERTY, (IX)
THE CONDITION OF TITLE TO THE PROPERTY, (X) THE LEASES (INCLUDING ALL SERVICE CONTRACTS) AND ANY OTHER AGREEMENTS AFFECTING THE
PROPERTY AND (XI) THE ECONOMICS OF ANY PAST OR FUTURE OPERATIONS OF THE PROPERTY.


 


9. Survival
of Representations and Warranties After Closing. 


 


(a) All
representations and warranties of Seller herein shall survive the Closing for a period ofsix (6) months (the “Limitation
Period”).


 






    	 	8	 



     


    

 


(b) Buyer shall provide actual written notice to Seller of any breach of any of Seller’s warranties or representations
of which Buyer acquires knowledge, through any means, at any time after the Closing Date but prior to the expiration of the Limitation
Period, and shall allow Seller thirty (30) days within which to cure such breach, or, if such breach is susceptible of cure but
cannot reasonably be cured within thirty (30) days, an additional reasonable time period required to effect such cure so long as
such cure has been commenced within such thirty (30) days and diligently pursued but in no event more than ninety (90) days. If
Seller fails to cure such breach after actual written notice and within such cure period (as extended), Buyer’s sole remedy
shall be a return of actual documented monetary losses related to said uncured breach.


 


10. Closing.



 


(a) The
purchase and sale transaction contemplated in this Agreement shall occur on the date and in the manner specified in the Basic
Terms section of this Agreement (the “Closing Date”), provided that all conditions precedent to the
Closing have been fulfilled or have been waived in writing by the respective party entitled to waive same. Notwithstanding anything
contained in this Agreement to the contrary, if any of the homes comprising the Property become vacant at least five (5) days
prior to the Closing (the “Vacant Homes”), Buyer shall have the right to defer the purchase of the Vacant Homes
until such time as Seller enters into a lease for such homes with tenants satisfying qualification standards mutually acceptable
to Seller and Buyer, and upon terms reasonably acceptable to Buyer. The closing(s) for the Vacant Homes shall occur on a date
mutually acceptable to Seller and Buyer but not later than fifteen (15) days after Seller notifies Buyer that the conditions in
the preceding sentence have been satisfied with respect to the applicable Vacant Homes. In such event, the amount of the Purchase
Price paid by Buyer at the Closing Date and at each subsequent closing of the Vacant Homes thereafter shall be based on the Assigned
Home Value of the homes purchased at each respective closing. Further notwithstanding anything contained in this Agreement to
the contrary, if Seller fails to enter into a lease for any of the Vacant Homes with tenants that satisfy Buyer’s tenant
qualification standards and upon terms acceptable to Buyer within sixty (60) days after the initial Closing Date, Buyer shall
have the right to exclude any such Vacant Homes from the transaction contemplated under this Agreement by delivering written notice
to Seller, in which event neither party shall have any further rights or obligations with respect to such Vacant Homes.


 


(b) On or before the Closing Date, the parties shall establish the usual form of deed and money escrow with Escrow Holder. Counsel
for the respective parties are hereby authorized to execute the escrow trust instructions as well as any amendments thereto.


 


11. Conditions
to Buyer’s Obligation to Close. 


 


(a) Buyer will not be obligated to proceed with the Closing unless and until each of the following conditions has been either
fulfilled or waived in writing by Buyer:


 


(1) This Agreement shall not have been previously terminated pursuant to any other provision hereof;


 


(2) Seller
shall be prepared to deliver or cause to be delivered to Buyer all instruments and documents to be delivered to Buyer at the Closing
pursuant to Section 14 and Section 16 or any other provision of this Agreement; and


 


(3) All property managing services provided to the Property under any property management agreement shall have been terminated
on or prior to the Closing at no cost, liability or expense to Buyer.


 


(b) If
any of the foregoing conditions are not fulfilled or if Seller does not provide assurances acceptable Buyer, in Buyer’s
sole and absolute discretion, that such conditions will be fulfilled in the immediate near future on or before the time for Closing
hereunder, then subject to the provisions of Section 18(b) hereof, Buyer may elect, upon notice to Seller, to terminate
this Agreement, in which event the Deposit shall be returned to Buyer, and neither party shall have any further liability or obligation
to the other, except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement.


 






    	 	9	 



     


    

 


12. Conditions
to Seller’s Obligation to Close. 


 


(a) Seller will not be obligated to proceed with the Closing unless and until each of the following conditions has been fulfilled
or waived in writing by Seller:


 


(1) Buyer shall be prepared to pay to Seller the Purchase Price and all other amounts to be paid to it at Closing pursuant to
the provisions of this Agreement;


 


(2) Buyer
shall be prepared to deliver to Seller all instruments and documents to be delivered to Seller at the Closing pursuant to Section 15
and Section 16 or any other provision of this Agreement; and


 


(3) This Agreement shall not have been previously terminated pursuant to any other provision hereof.


 


(b) If
the foregoing conditions are not fulfilled on or before the time for Closing hereunder, then subject to the provisions of Section 18(a)
hereof, Seller may elect, upon notice to Buyer, to terminate this Agreement, in which event the Deposit shall be returned
to Buyer, and neither party shall have any further liability or obligation to the other, except for the provisions of this Agreement
which are expressly stated to survive the termination of this Agreement.


 


13. Title
Insurance. 


 


(a) Following
the execution and delivery of this Agreement, at Seller’s expense, Seller shall cause Title Company to deliver to Buyer
a commitment for the Title Policy described in subsection (b) below (the “Title Commitment”), together
with legible copies of all of the underlying documentation described in such Title Commitment. Seller shall, within seven business
days after the execution of this Agreement, deliver to Buyer the most recent surveys of the properties that comprise the Property
in Seller’s possession (the “Surveys”)


 


(b) At
Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”)
at Buyer’s expense issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase
Price, the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other
form preferred by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted
Exceptions (defined below). The Title Policy may contain any endorsements requested by Buyer.


 


(c) Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title
Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested
endorsement to such Title Policy. Buyer shall have the right to obtain an update of the Surveys or to secure new surveys at any
time prior to the expiration of the Due Diligence Period.


 


(d) Seller
shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller,
which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with Buyer’s
approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Buyer’s
consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively insured over
by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or personal undertakings
(collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title
Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP” exceptions
and otherwise issue the Title Policy in the form required by Buyer.


 






    	 	10	 



     


    

 


(e) “Permitted
Exceptions” shall mean: (1) any exception arising out of an act of Buyer or its representatives, agents, employees
or independent contractors; (2) zoning and subdivision ordinances and regulations; (3) the specific exceptions in the Title Commitment
that the Title Company has not agreed to insure over or remove from the Title Commitment as of the end of the Due Diligence Period
and that Seller is not required to remove as provided above; (4) items shown on the Surveys or any updated or new surveys of the
Property which have not been removed as of the end of the Due Diligence Period; (5) real estate taxes and assessments not yet
due and payable; and (6) rights of tenants under the Leases, as occupancy tenants only and without any rights of first refusal,
rights of first offer or purchase options.


 


14. Documents
to be Delivered to Buyer at Closing. At Closing, Seller shall deliver or cause to be delivered
to Buyer each of the following instruments and documents:


 


(a) Deed.
The Deed, in the form attached hereto as Exhibit C.


 


(b) Bill
of Sale. The Bill of Sale covering the Personal Property, in the form attached hereto as Exhibit D.


 


(c) The
Title Policy. The Title Policy may be delivered after the Closing if at the Closing the Title Company issues a currently effective,
duly-executed “marked-up” Title Commitment and irrevocably commits in writing to issue the Title Policy in the form
of the “marked-up” Title Commitment after the Closing.


 


(d) Assignment
of Leases and Contracts. An Assignment of Leases and Contracts, in the form attached hereto as Exhibit E, transferring
and assigning to Buyer, to the extent the same are assignable, all right, title and interest of Seller in the Leases and the other
property described therein.


 


(e) Transfer
Tax Declarations. Original copies of any required real estate transfer tax or documentary stamp tax declarations executed
by Seller or any other similar documentation required to evidence the payment of any tax imposed by the state, county and city
on the transaction contemplated hereby.


 


(f) FIRPTA.
An affidavit, in the form attached hereto as Exhibit F, stating Seller’s U.S. taxpayer identification number
and that Seller is a “United States person”, as defined by Internal Revenue Code Section 1445(f)(3) and Section
7701(b).


 


(g) Owner’s
Affidavit. The Owner’s Affidavit materials referred to in Section 13(d) above.


 


(h) Surveys,
Plans, Permits and Specifications.All existing surveys, blueprints, drawings, plans and specifications, permits, and operating
manuals for or with respect to any of the properties that comprise the Property or any part thereof to the extent the same are
in Seller’s possession.


 


(i) Keys.All
keys to the improvements, to the extent the same are in Seller’s possession.


 


(j) Leases.
Originals of all Leases in effect on the Closing Date (or copies thereof in the event the originals are not in Seller’s
possession, or in the possession of Sellers’ property manager and such copies of Leases are in Seller’s possession),
and the tenant files with respect to such Leases, to the extent the same are in Seller’s possession.


 


(k) Certificate.A
certificate (the “Update”) of Seller dated as of the Closing Date certifying that the representations
and warranties of Seller set forth in Section 6(a) of this Agreement as applicable, remain true and correct in all material
respects as of the Closing Date, except as to Schedule 6(a)(5), which Update shall be dated no earlier than three (3) days
prior to Closing.


 


(l) Other
Deliveries. Such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably
be required to carry out the terms and intent of this Agreement.


 






    	 	11	 



     


    

 


15. Documents
to be Delivered to Seller at Closing. At Closing, Buyer shall deliver or cause to be delivered
to Seller each of the following instruments, documents and amounts:


 


(a) Purchase
Price. The Purchase Price, subject to adjustment and proration as provided in Section 17 below.


 


(b) Transfer
Tax Declarations. Original copies of any required real estate transfer tax or documentary stamp tax declarations executed
by Buyer or any other similar documentation required to evidence the payment of any tax imposed by the state, county and city
on the transaction contemplated hereby.


 


(c) Assignment
of Leases. A counterpart of the Assignment of Leases and Contracts, in the form attached hereto as Exhibit E.


 


(d) Certificate.A
certificate of Buyer (the “Buyer’s Update”) dated as of the Closing Date certifying that the representations
and warranties of Buyer set forth in Section 6(b) of this Agreement as applicable, remain true and correct in all material
respects as of the Closing Date, which Buyer’s Update shall be dated no earlier than three (3) days prior to Closing.


 


(e) Other
Documents. Such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably
be required to carry out the terms and intent of this Agreement.


 


16. Documents
to be Delivered by Seller and Buyer at Closing. At Closing, Buyer and Seller shall deliver or
cause to be delivered each of the following instruments and documents:


 


(a) Escrow
Instructions. Escrow instructions (as described in Section 10(b)).


 


(b) Settlement
Statement. A fully executed settlement statement.


 


(c) Notice
to Tenants. A duly executed notice to each of the tenants under the Leases.


 


17. Prorations
and Adjustments. 


 


(a) The following items shall be prorated and adjusted based upon the number of calendar days in the measuring period between
Seller and Buyer as of midnight on the date of Closing, except as otherwise specified:


 


(1) Taxes.
All real estate taxes and assessments (“Taxes”) assessed against the Property for the year of Closing
shall be prorated as follows: Seller will be responsible for the payment of Taxes applicable to the period before the Closing
Date, and Buyer will be responsible for the period on and after the Closing Date. If the actual taxes and assessments cannot be
determined for such year as of the Closing Date, then the parties shall make such proration based upon One Hundred and Ten percent
(110%) of the most recently issued tax bill for the Property and thereafter, make a final adjustment of such Taxes upon receipt
of the final bill. The provisions of this Section 17(a)(1) shall survive Closing. 


 


(2) Utilities.
All utilities shall be prorated based upon estimates using the most recent actual invoices. Seller shall receive a credit for
the amount of deposits, if any, with utility companies that are transferable and that are assigned to Buyer at the Closing. In
the case of non-transferable deposits, Buyer shall be responsible for making any security deposits required by utility companies
providing service to the Property.


 






    	 	12	 



     


    

 


(3) Collected
Rent. Buyer shall receive a credit for any rent and other income (and any applicable state or local tax on rent) under Leases
collected by Seller before Closing that applies to any period after Closing. Uncollected rent and other uncollected income shall
not be prorated at Closing. After Closing, Buyer shall apply all rent and income collected by Buyer from a tenant (x) first to
such tenant’s rental obligations for the month in which the Closing occurs, (y) next to such tenant’s monthly rental
for the month in which the payment is made, and (z) then to arrearages in the reverse order in which they were due, remitting
to Seller, after deducting collection costs, any rent or expense reimbursements properly allocable to Seller’s period of
ownership. Buyer shall bill and attempt to collect such rent arrearages in the ordinary course of business, but shall not be obligated
to engage a collection agency or take legal action to collect any rent arrearages. Any rent or other income received by Seller
or Buyer after Closing which are owed to Seller or Buyer shall be remitted to Seller or Buyer as applicable, promptly after receipt.


 


(b) Tenant
Security Deposits. All unapplied tenant security deposits (and interest thereon if required by law or contract to be earned
thereon) under the Leases, shall be credited to Buyer at Closing.


 


(1) Service
Contracts. With respect to any contracts that are assumed by Buyer and survive the Closing, Seller shall receive a credit
for prepaid charges and premiums applicable to Buyer’s period of ownership. The Buyer shall receive a credit for any payments
made in arrears. In addition and without limitation of the foregoing, Buyer shall receive a credit under any assumed contract
(each a “Service Provider Contract”) in which Seller has received any advance payments or other income
from the servicer provider under such Service Provider Contract in exchange for agreeing to enter into such Service Contract (regardless
of whether such advance payment or other income was paid in a lump sum or in installments). Any lump sum payments shall be pro-rated
on a straight line basis over the term of any applicable Service Provider Contract.


 


(2) Owner
Deposits. Seller shall be entitled to the return of all bonds, deposits, letters of credit, set aside letters or other similar
items, if any, that are outstanding with respect to the Property that have been provided by Seller or any of its affiliates, agents
or investment advisors to any governmental agency, public utility, or similar entity (collectively, “Owner Deposits”).
Buyer shall replace such Owner Deposits. To the extent that any funds are released as a result of the termination of any Owner
Deposits for which Seller did not receive a credit, such funds shall be delivered to Seller immediately upon their receipt.


 


(c) Final
Prorations. With regards to any prorations set forth in this Section 17 that are based upon estimates, such prorations
shall be readjusted based upon the actual bills after the Closing and before the expiration of the Limitation Period. The provisions
of this Section 17(c) shall survive Closing.


 


18. Default;
Termination(a). 


 


(a) IF THE CLOSING FAILS TO OCCUR BECAUSE OF BUYER’S DEFAULT, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES.
THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD
BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN BECAUSE OF THE NATURE OF THE PROPERTY AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS
THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE
OR PENALTY WITHIN THE MEANING OF ANY APPLICABLE LAWS, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 18, SELLER AND BUYER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS INTENDED
TO BE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR A DEFAULT BY BUYER, BUT IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED
TO LIMIT IN ANY WAY BUYER’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT.


 


SELLER’S INITIALS: _____ BUYER’S INITIALS: _____


 


 


(b) If Seller defaults in any material respect hereunder, then provided Buyer is not in default any material respect, Buyer
may, at its sole election, either:


 






    	 	13	 



     


    

 


(1) Terminate this Agreement, whereupon the Deposit shall be promptly returned to Buyer, and neither party shall have any further
liability or obligation to the other, except for the provisions of this Agreement which are expressly stated to survive the termination
of this Agreement; or


 


(2) Assert and seek judgment against Seller for specific performance with respect to all of the properties that comprise the
Property. If a court of competent jurisdiction determines that the remedy of specific performance is not available to Buyer, then
Buyer shall have the right to assert and seek judgment against Seller for actual contract damages (not exceed $50,000.00).


 


19. Expenses.



 


(a) All fees related to abstracting title, all state and county transfer taxes and documentary stamps, brokerage commissions,
and one-half of the fee charged by Escrow Holder (not to exceed an amount that is customary for the type of transaction contemplated
under this Agreement in Oklahoma County, Oklahoma), shall be borne by Seller.


 


(b) All recording fees respecting the Deed, title insurance premiums for the Title Policy, and one-half of the fee charged by
Escrow Holder, shall be borne by Buyer.


 


(c) All other reasonable costs, charges, and expenses shall be borne and paid as provided in this Agreement, or in the absence
of such provision, shall be shared equally by Seller and Buyer.


 


20. Intermediaries.
(a) Buyer and Seller acknowledge and agree that Broker (as defined in the Basic Terms) has acted as a broker in connection with
this transaction. Upon Closing, Seller agrees to pay a brokerage commission to Broker in an amount equal to three percent (3%)
of the Purchase Price paid by Buyer to Seller. All brokerage fees are to be paid through Escrow Holder at Closing as a Closing
Cost.


 


(b) Seller represents to Buyer, and Buyer represents to Seller, that except for Broker, there are no fees owed to any broker,
finder, or intermediary of any kind with whom such party has dealt in connection with this transaction. Except as expressly set
forth above, if any claim is made for broker’s or finder’s fees or commissions in connection with the negotiation,
execution or consummation of this Agreement or the transactions contemplated hereby, each party shall defend, indemnify and hold
harmless the other party from and against any such claim based upon any statement, representation or agreement of such party, which
obligation shall survive Closing.


 


21. Destruction
of Improvements. 


 


(a) If,
prior to Closing, any of the Improvements on any of the properties that comprise the Property are damaged or destroyed such that
the cost of repair or replacement of such improvements is material (“Material Damage”), or a condemnation
proceeding is commenced or threatened in writing by a governmental or quasi-governmental agency with the power of eminent domain
(“Condemnation”), then:


 


(1) Buyer
may elect, within fourteen (14) days from receipt of notice of said Material Damage, or notice of a Condemnation, by written notice
to Seller, to exclude the individual property affected by such event from this transaction; provided that if more than twenty-five
percent (25%) of the properties that comprise the Property suffer Material Damage, or become the subject of a Condemnation, then
Buyer may terminate this Agreement. If necessary, the time of Closing shall be extended to permit Buyer to evaluate and make the
elections contemplated in this Section 21. If Buyer elects to terminate this Agreement in accordance with this Section
21, then the Deposit shall be returned to Buyer and, except for the provisions of this Agreement that expressly survive Closing
or earlier termination of this Agreement, this Agreement shall be void and of no further force and effect, and neither party shall
have any liability to the other by reason hereof; or


 






    	 	14	 



     


    

 


(2) If Buyer elects to exclude certain properties from this transaction, and proceed to the Closing, then the Purchase Price
will be reduced by the aggregate Assigned Home Value of the excluded properties. If, however, it is determined that any damage
to one or more properties does not constitute a Material Damage, or Buyer elects to purchase one or more properties that have suffered
Material Damage, then the transaction contemplated hereby shall be closed without a reduction in the Purchase Price, and Seller
shall assign to Buyer Seller’s rights in any insurance proceeds or Condemnation award to be paid to Seller in connection
with such damage or Condemnation, and, in the case of Material Damage, Seller shall pay to Buyer an amount equal to the deductible
under Seller’s policy of casualty insurance and Seller shall execute and deliver to Buyer all required proofs of loss, assignments
of claims and other similar items.


 


(b) For
purposes of this Section 21, damage or destruction will be considered “Material Damage” if one or more of the
properties that comprise the Property are rendered uninhabitable, or if the time to repair such damage, despite reasonable expectations
with respect to repairs, is reasonably by Buyer to exceed three months. If, prior to Closing, any of the improvements on the Property
are damaged or destroyed and such damage is not Material Damage, Buyer shall remain obligated to close hereunder with no abatement
in the Purchase Price. At Closing, Seller shall assign to Buyer Seller’s rights in any insurance proceeds to be paid to
Seller in connection with such damage or destruction, and Buyer shall receive a credit against the Purchase Price in an amount
equal to the deductible amount under Seller’s casualty insurance policy.


 


22. General
Provisions. 


 


(a) Entire
Agreement. This written Agreement, including all Exhibits attached hereto and documents to be delivered pursuant hereto, shall
constitute the entire agreement and understanding of the parties, and there are no other prior or contemporaneous written or oral
agreements, undertakings, promises, warranties, or covenants not contained herein.


 


(b) Amendments
in Writing. This Agreement may be amended only by a written memorandum subsequently executed by all of the parties hereto.


 


(c) Waiver.
No waiver of any provision or condition of this Agreement by any party shall be valid unless in writing signed by such party.
No such waiver shall be taken as a waiver of any other or similar provision or of any future event, act, or default.


 


(d) Time
of the Essence. Time is of the essence of this Agreement. However, if Buyer is acting diligently and in good faith to proceed
with the consummation of the transaction contemplated by this Agreement on the Closing Date, Seller will agree, upon the written
request of Buyer, to extend the Closing Date up to three (3) business days. In the computation of any period of time provided
for in this Agreement or by law, any date falling on a Saturday, Sunday or legal holiday when banks are not open for business
in the State where the Property is located, will be deemed to refer to the next day which is not a Saturday, Sunday, or legal
holiday when banks are not open for business in such State.


 


(e) Severability.
If any provision of this Agreement is rendered unenforceable in whole or in part, such provision will be limited to the extent
necessary to render the remainder of the Agreement valid, or will be deemed to be removed from this Agreement, as circumstances
require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited, or as if said
provision has not been included herein, as the case may be.


 


(f) Headings.
Headings of sections are for convenience of reference only, and shall not be construed as a part of this Agreement.


 


(g) Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefits of the parties hereto, and their respective
successors, and permitted assigns. This Agreement may not be assigned by either party without the consent of the other party,
except that Buyer may, without consent from Seller, assign this Agreement to an affiliate of Buyer, Reven Housing REIT, Inc.,
or any affiliate of Reven Housing REIT, Inc. or any entity formed by Buyer for the purpose of acquiring or taking title to the
Property; provided that such assignment will not release Buyer from its obligations under this Agreement. Any assignment in accordance
with this Section 22(g) will entitle the assignee thereunder to all rights and benefits, and subject such assignee to all
obligations, of Buyer hereunder.


 






    	 	15	 



     


    

 


(h) Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed, or sent by Federal
Express, UPS or other recognized overnight courier service for next business day delivery, or sent by facsimile transmission or
electronic mail (so long as reasonable evidence that such notice was sent and received is obtained by the sending party). Any
notice provided hereunder shall be deemed to be given when sent in accordance with this provision, but any time to respond to
such notice as provided in this Agreement will not commence until the actual receipt of the notice. Notices will be deemed valid
if sent to the parties as follows:


 


IF TO BUYER


 


Reven Housing
Funding 2, LLC


P.O. Box
1459


La Jolla,
California 92038-1459


Phone: (858)
459-4000


e-mail: cmc@revenhousingreit.com


e-mail: mps@revenhousingreit.com


Attention:
Chad Carpenter and Michael Soni


 


with a copy to:


 


Greenberg Traurig, LLP


1000 Louisiana, Suite
1700


Houston, Texas 77002


Phone: (713) 374-3521


e-mail: parkerd@gtlaw.com


Attention: David W. Parker


 


IF TO SELLER:


 


c/o Signature Holdings,
LLC


2500 Boardwalk, Suite
180


Norman, Oklahoma 73069


Phone: (405) 535-9767


e-mail: richard@fs-homes.com


Attention: Richard Foster


 


IF TO ESCROW HOLDER:


 


Fidelity National Title
Insurance Company


1300 Dove Street, Suite
130


Newport Beach, California
92660


Phone: (949) 221-4715


e-mail: paul.mcdonald@fnf.com


Attention:  Paul
McDonald


 


or to such additional or other persons,
at such other address or addresses as may be designated by notice from Buyer or Seller, as the case may be, to the other. Notices
by mail shall be sent by United States certified or registered mail, return receipt requested, postage prepaid, and shall be deemed
given upon receipt or refusal of receipt. Notices by facsimile or electronic mail shall be deemed given and effective upon receipt
or refusal of receipt. Notices by overnight courier shall be deemed given and effective upon receipt or refusal of receipt from
Federal Express, UPS or another recognized overnight courier service.


 






    	 	16	 



     


    

 


(i) Governing
Law; Venue. To the extent enforceable, the parties agree that this Agreement shall be governed in all respects by the internal
laws of the State of Oklahoma; provided that if the dispute involves an individual property the law of the State where such property
is located will apply. The provisions of this Section 22(i) will survive the termination of this Agreement.


 


(j) Counterparts.
This Agreement may be executed in any number of identical counterparts, any or all of which may contain the signatures of less
than all of the parties, and all of which shall be construed together as but a single instrument.


 


(k) Attorneys’
Fees. If any action or proceeding brought by either party against the other under this Agreement, the prevailing party shall
be entitled to recover all costs and expenses including its attorneys’ fees in such action or proceeding in such amount
as the court may adjudge reasonable. . If the party that commenced or instituted the action, suit or proceeding dismisses or discontinues
it without the concurrence of the other party, such other party shall be deemed the prevailing party. The provisions of this Section
22(k) will survive any termination of this Agreement.


 


(l) Construction.
.. All words herein that are expressed in the neuter gender shall be deemed to include the masculine, feminine and neuter genders
and any word herein that is expressed in the singular or plural shall be deemed, whenever appropriate in the context, to include
the plural and the singular.


 


(m) Reporting
Obligations. Seller and Buyer hereby designate Escrow Holder to act as and perform the duties and obligations of the “reporting
person” with respect to the transaction contemplated by this Agreement for purposes of 26 C.F.R. Section 1.6045-4(e)(5)
relating to the requirements for information reporting on real estate transactions. If required under applicable law, Seller,
Buyer and Escrow Holder shall execute at Closing a Designation Agreement designating the Escrow Holder as the reporting person
with respect to the transaction contemplated by this Agreement.


 


(n) 1031
Exchange. Either party may involve this transaction in a like-kind exchange under Internal Revenue Code Section 1031, the
cost and expense of which will be borne solely by the party invoking such structure. Each party shall reasonably cooperate with
the other in such structure, provided that the party that is not participating in a like-kind exchange shall incur no material
costs, expenses or liabilities in connection with the other’s exchange and will not be required to take title to or contract
for purchase of any other property. If either party uses a qualified intermediary or exchange accommodator to effectuate the exchange,
any assignment of the rights or obligations of such party shall not relieve, release or absolve such party of its obligations
to the other.


 


(o) Intentionally
Deleted.


 


(p) Confidentiality.
Buyer, Seller, and their respective representatives shall hold in strictest confidence all data and information obtained with
respect to the transaction contemplated herein, including, without limitation, the operation and management of the Property, whether
obtained before or after the execution and delivery hereof, as well as of Buyer’s plans to purchase the Property or other
properties in other locations, and shall not use such data or information for purposes unrelated to this Agreement or disclose
the same to others except as expressly permitted hereunder. The preceding sentence shall not be construed to prevent Buyer or
Seller from disclosing to their prospective lenders or investors, or to its officers, directors, attorneys, accountants, architects,
engineers and consultants to perform their designated tasks in connection with Buyer’s inspection and proposed acquisition
of the Property, provided Buyer advises any such party of the confidential nature of the information disclosed. However, neither
party shall have this obligation concerning information which: (a) is published or becomes publicly available through no
fault of either the Buyer or Seller; (b) is rightfully received from a third party; or (c) is required to be disclosed
by law. Notwithstanding the preceding, nothing in this Agreement will prevent or be deemed to limit Buyer’s ability to disclose
the existence of this Agreement, and the nature of any material terms herein, to the Securities and Exchange Commission or any
other governmental agency to which Buyer, or its successors hereunder, have a disclosure obligation under any applicable law.
The terms of this Section 22(p) shall survive the consummation of the transaction contemplated herein or the earlier termination
of this Agreement.


 






    	 	17	 



     


    

 


(q) Post-Closing
Vacancy Holdback. Ten Thousand and 00/100 Dollars ($10,000.00) of the Purchase Price (the “Post-Closing Vacancy
Holdback”) shall be withheld by the Escrow Holder subject to the following terms. If any of the properties that
comprise the Property become tenantless or vacant because the tenant or other occupant breached the lease or other occupancy agreement
within sixty (60) days after Closing, for each such property, Buyer shall provide back-up documentation reasonably satisfactory
to Seller documenting the breach and missing tenant or vacancy and shall be refunded the amount of actual rent for the unit in
question, not to exceed Two Thousand and 00/100 Dollars ($2,000.00) per occurrence, from the Post-Closing Vacancy Holdback. After
sixty (60) days have elapsed after the closing, the balance of the Post-Closing Vacancy Holdback, if any, shall be delivered to
Seller


 


(r) Post-Closing
Return of Properties. If during the sixty (60) day period after Closing Buyer learns that any leases, other occupancy agreements
or contracts of any kind on properties that comprise the Property provide the tenant, occupant or any other third party with an
option to purchase the property, a right of first refusal, a right of first offer or any other contractual option or right to
purchase the property, then the sale of such property to Buyer shall be rescinded and the purchase price of such property shall
be refunded by Seller to Buyer within thirty (30) days of Buyer’s written notice to Seller. Buyer’s notice to Seller
shall include back-up documentation reasonably satisfactory to Seller demonstrating the existence of the option to purchase the
property, a right of first refusal, a right of first offer, or any other contractual option or right to purchase the property.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	18	 



     


    

 


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


 


	 	SELLER
	 	 	 
	 	SIGNATURE HOLDINGS, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Richard Foster
	 	 	Richard Foster
	 	 	Manager
	 	 	 
	 	 	 
	 	WRG Investments, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Richard Foster
	 	 	Richard Foster
	 	 	Manager
	 	 	 
	 	Foster Signature Investments, LLC 
	 	 	 
	 	 	 
	 	By:	/s/ Richard Foster
	 	 	Richard Foster
	 	 	Manager
	 	 	 
	 	Lone Oak Run Investment Holdings, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Richard Foster
	 	 	Richard Foster
	 	 	Manager
	 	 	 
	 	 	 
	 	BUYER	 
	 	 	 
	 	REVEN HOUSING FUNDING 2, LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Chad Carpenter
	 	 	Chad Carpenter
	 	 	Chief Executive Officer





 




    	 	19	 



     


    

 


LIST OF EXHIBITS AND SCHEDULES


 


	EXHIBITS	DESCRIPTIONS
	1. EXHIBIT A	DESCRIPTION OF THE PROPERTIES
	2. EXHIBIT B	LIST OF CONTRACTS
	3. EXHIBIT C	FORM OF DEED
	4. EXHIBIT D	FORM OF BILL OF SALE
	5. EXHIBIT E	FORM OF ASSIGNMENT OF LEASES AND CONTRACTS 
	6. EXHIBIT F	FORM OF FIRPTA AFFIDAVIT
	7. EXHIBIT G	TENANT ESTOPPEL AGREEMENT
	8. EXHIBIT H	FINANCIAL INFORMATION FOR 3-14 AUDIT
	 	 
	SCHEDULES	DESCRIPTIONS
	1. 6(a)(3)	PROPERTY INFORMATION
	2. 6(a)(5)	LIST OF LEASES


 




     


     


    

 


EXHIBIT
A


 


DESCRIPTION
OF THE PROPERTies


 


 




    	 	Exhibit A – Page 1	 



     


    

 


EXHIBIT
B


 


LIST
OF CONTRACTS


 


 


	1.	 



 


 



    	 	Exhibit B – Page 1	 



     


    

 


EXHIBIT
C


 


FORM
OF DEED


 


 





KNOW ALL MEN BY THESE PRESENTS:


 


 


That _________________________
(“Grantor”), in consideration of the sum of Ten and No/100 dollars and other valuable consideration to it in hand paid,
the receipt of which is hereby acknowledged do hereby grant, bargain, sell and convey unto _____________________ (“Grantee”),
the following described real property and premises situate in _______ County, State of Oklahoma, to-wit (the “Property”):


 


 


SEE EXHIBIT “A”
ATTACHED HERETO AND INCORPORATED BY REFERENCE HEREIN FOR LEGAL DESCRIPTION.


 


Mail Tax Statement to:


  


	 	 	 
	 	 	 
	 	 	 


 


together with all improvements situated
thereon and all and singular the rights, benefits, privileges, easements, tenements, hereditaments and appurtenances thereon or
in anywise appertaining thereto, and any right, title and interest of Grantor in and to adjacent streets, alleys and rights-of-way,
SUBJECT TO: those matters set forth on Exhibit “B” attached hereto, but only to the extent that the same are
enforceable and affect or relate to the Property (the “Permitted Exceptions”).


 


TO HAVE AND TO HOLD said described premises
unto Grantee, its successors and assigns forever.


 


Grantor covenants and agrees with Grantee,
that it has a legal right to convey the above real property in fee simple, that the premises are free from all encumbrances created
by Grantor, except for the Permitted Exceptions, and that it will defend the title conveyed hereby against the lawful claims of
all persons claiming by, through, or under Grantor, but no other.


 


 


Exhibit C


Statutory Warranty
Deed – Signature Page


 




     


     


    

 


Signed and delivered
this ____ day of ____________________, 201___.


 





	 	GRANTOR
	 	 
	 	______________________________







 





 


ACKNOWLEDGMENTS


 


 


STATE OF ___________________, COUNTY OF __________________ SS.


 


 


This instrument was acknowledged before me on this ___ day of
________________, 201__, by ____________________________.


  


 


	 	_____________________________________
	 	Notary Public


 


My Commission Expires:


______________________


My Commission No.:__________________________


  




    	 	2	 



     


    

 


Exhibit A


to Special Warranty Deed


 


Legal Description


  


 


Statutory Warranty
Deed – Exhibit A - Page 1


 




     


     


    

 


Exhibit B



to Special Warranty Deed


 


Permitted Encumbrances


 


 




     


     


    

 


EXHIBIT
D


 


FORM OF BILL OF SALE


 


 


____________________________,
a(n) _________________ (“Seller”), for good and valuable considerations, receipt and sufficiency of
which are hereby acknowledged, does hereby quitclaim, sell, assign, transfer and set over to _________________, a ____________
limited liability company (“Buyer”), all of its right, title and interest, if any, in and to any Personal
Property located on and used in connection with the Property. Seller warrants that it owns such Personal Property free and clear
of liens and encumbrances of any persons claiming by, through or under Seller.


 


Capitalized terms used
herein shall have the meanings given to them in that certain Single Family Homes Real Estate Purchase and Sale Agreement, dated
as of _____, 2018, between Seller and Buyer.


 


IN WITNESS WHEREOF,
Seller has caused this bill of sale to be signed and sealed in his name by its officer thereunto duly authorized this ____ day
of _________, 20__.


  


  


	 	SELLER: 
	 	 	 
	 	_______________________, a(n) ___________ limited liability company
	 	 	 
	 	By:	          
	 	Name:	                                  
	 	Its:	 


   


 




    	 	Exhibit D – Page 1	 



     


    

 


EXHIBIT
E


 


FORM OF ASSIGNMENT OF LEASES AND
CONTRACTS


 


 


THIS ASSIGNMENT OF LEASES AND CONTRACTS AND CONTRACTS (this
“Assignment”) is entered into as of the ____ of _______, 201__ (the “Effective Date”),
between ______________, a(n) ___________ limited liability company (“Assignor”) and ________________,
a(n) __________ limited liability company (“Assignee”)


 


RECITALS


 


Assignor has conveyed
to Assignee that certain parcel of real property and improvements located at ________ pursuant to that certain Single Family Homes
Real Estate Purchase and Sale Agreement, dated as of _________ ___, 201__ (the “Agreement”) by and between
Assignor, as Seller, and Assignee, as Buyer. Capitalized terms not otherwise defined herein shall have the meaning given to them
in the Agreement.


 


Assignor now desires
to assign and transfer to Assignee all of Assignor’s right, title and interest in, to and under the Leases and the Contracts.


 


1. Property.
The “Property” means the real property located in _________, legally described in Exhibit A attached
to this Assignment, together with the building, structures and other improvements located thereon.


 


2. Leases.
The “Leases” means those leases and occupancy agreements affecting the Property which are described
in Exhibit B attached to this Assignment.


 


3. Contracts.
“Assumed Contracts” means those agreements (including any service, maintenance, or repair contracts)
that are listed on Exhibit C attached to this Assignment that will survive the Closing.


 


4. Assignment.
For good and valuable consideration received by Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor
hereby grants, transfers and assigns to Assignee the entire right, title and interest of Assignor in and to the Leases and the
Contracts.


 


5. Assumption.
Assignee hereby assumes and agrees to perform the obligations of Assignor under the Leases and Contracts which accrue and are
attributable to the period from and after the Effective Date. Additionally, Assignee agrees to pay all monetary obligations when
due under the Contracts arising before the Effective Date to the extent Assignee received a credit on the settlement statement
in connection with its purchase of the Property.


 


6. Successors
and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective
successors and assigns.


 


7. Counterparts.
This Assignment may be executed in any number of identical counterparts, any or all of which may contain the signatures of fewer
than all of the parties but all of which shall be taken together as a single instrument.


 


8. Governing
Law. This Assignment shall be governed and interpreted in accordance with the laws of __________________.


 


 




    	 	Exhibit E – Page 1	 



     


    

 


IN WITNESS WHEREOF,
Assignor and Assignee have caused this Assignment of Leases and Contracts to be executed as of this ______ day of ________________,
20___.


  


	 	ASSIGNOR
	 	 	 
	 	_______________________, a(n) ___________ limited liability company
	 	 	 
	 	By:	          
	 	Name:	                                  
	 	Its:	 


 


 


	 	ASSIGNEE
	 	  	 
	 	_____________________





	 	  	 
	 	By:	      
	 	Name:	                                  
	 	Its:	 


 


 




    	 	Exhibit E – Page 2	 



     


    

 


EXHIBIT
F


 


FORM
OF FIRPTA AFFIDAVIT


 


 


Section 1445 of the
Internal Revenue Code, as amended, provides that a transferee of a United States real property interest must withhold tax if the
transferor is a foreign person. To inform the Transferee (hereinafter defined) that withholding of tax is not required upon the
disposition of a United States real property interest by ______________, a(n) ________ limited liability company (the “Transferor”)
to ___________________, a(n) _______ limited liability company (the “Transferee”) relating to the real
property described on Schedule A hereto (the “Transferred Interests”), the undersigned, being first
duly sworn upon oath, does hereby depose and say, and does hereby on behalf of the Transferor represent that the following is
true as of the date hereof:


 


1. __________________
is the______________________ of the Transferor, and is familiar with the affairs and business of the Transferor;


 


2. The
Transferor is not a foreign person; that is, the Transferor is not a nonresident alien, a foreign corporation, foreign partnership,
foreign trust or foreign estate (as all such terms are defined in the Internal Revenue Code of 1986, as amended, and United States
Treasury Department Income Tax Regulations in effect as of the date hereof);


 


3. The
Transferor is a ______________ duly organized, validly existing and in good standing under the laws of the State of _________;


 


4. The
Transferor’s United States employer identification number is ______________; and


 


5. The
Transferor’s office address and principal place of business is c/o __________________________.


 


6. Transferor
is not a disregarded entity as defined in §1.1445-2(b)(2)(iii);


 


The undersigned and
the Transferor understand that this affidavit and certification may be disclosed to the United States Internal Revenue Service
by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.


 


All terms (whether
capitalized or not) used but not defined herein shall have the same respective meanings as in the Internal Revenue Code of 1986,
as amended, and the United States Treasury Department Income Tax Regulations in effect as of the date hereof.


 


Under penalties of
perjury, we declare that we have examined this affidavit and certificate, and to the best of our knowledge and belief, it is true,
correct and complete. We further declare that we have authority to sign this affidavit and certificate on behalf of the Transferor.


 


 




    	 	Exhibit F – Page 1	 



     


    

 


IN WITNESS WHEREOF,
Transferor has executed and delivered this FIRPTA Affidavit as of _____, 20___.


 


	 	_______________________, a(n) ___________ limited liability company
	 	 	 
	 	By:	                               
	 	Name:	 
	 	Its:	 


  


 




    	 	Exhibit F – Page 2	 



     


    

 


EXHIBIT G


 


 


__________________, 20___


 


Reven Housing Funding 2, LLC


P.O. Box 1459


La Jolla, California 92038-1459


 


	 	Re:	Lease of property located at _____________________________________


_______________________________________________________________
(the “Premises”)


 


Gentlemen:


 


The undersigned (“Tenant”)
hereby certifies to Reven Housing Funding 2, LLC (“Reven”) as follows, with the knowledge that Reven
will rely on the truth and accuracy of these statements:


 


1. Tenant
is currently the lessee under a lease (“Lease”) dated as of ________________ between _________________
(“Landlord”) with respect to the Premises.


 


2. Tenant currently occupies the Premises and began paying rent on or about ___________________.


 


3. The current monthly rent under the Lease is $___________________.


 


4. A security deposit in the amount of $______________ has been paid to Landlord pursuant to the Lease.


 


5. Tenant’s contact information is as follows:


  


	 	a.	Name: _________________________
	 	b. 	Email: _________________________
	 	c.	Phone No.: _____________________


 


6. The Lease expires on __________________________, with renewal rights, if any, as set forth in the Lease.


 


7. If
Landlord is currently in default under the Lease, please explain the circumstances of such default: 


 


 






  


 









 


8. If any repairs must be made to the Premises by Landlord, please list them here:


 





 



 





 



 


 










    	 	Exhibit G – Page 1	 



     


    

 


9. The Lease is in full force and effect, has not been modified, supplemented or amended, except as specifically done in writing
and agreed upon by Tenant and Landlord, and constitutes the entire agreement between Tenant and Landlord.


 


10. Tenant (i) has not received any uncured notice of default by Tenant under the Lease, and (ii) has not sent or received any
notice to terminate the Lease.


 


11. Tenant has not transferred, encumbered, mortgaged, assigned, conveyed or otherwise disposed of the Lease or any interest
therein.


 


12. This letter shall inure solely to the benefit of Reven and no other party.


 


	 	Very truly yours,
	 	 	 
	 	 	 
	 	By:  	 


  


 




    	 	Exhibit G – Page 2	 



     


    

 


EXHIBIT H 


 


 


	 	FINANCIAL INFORMATION FOR 3-14 AUDIT



 


 



    		Exhibit H	 



     


    

 


SCHEDULE 6(a)(3)


 


PROPERTY INFORMATION


 


 




     


     


    

 


SCHEDULE 6(a)(5)


 


[LIST OF LEASES]