Exhibit 10.56


 


LOAN MODIFICATION
AGREEMENT


 


THIS
LOAN MODIFICATION AGREEMENT (“Agreement”) is
entered into as of March 21, 2017, by and between Silvergate Bank, a California corporation (“Lender”),
and Reven Housing Florida 2, LLC, a Delaware limited liability company (“Borrower”).


 


RECITALS


 


A.         Borrower
is indebted to Lender under a loan (the “Loan”) as
evidenced by a promissory note, (the “Note”), dated
as of October 9, 2015 in the original principal amount of $5,015,060, by Borrower, as maker, to the order of Lender. The Note
is secured by, among other things, those certain Mortgages, dated as of October 9, 2015 and December 8, 2015 (collectively, the
“Mortgages”), by Borrower, as trustor,
for the benefit of Lender, as beneficiary, recorded in the Official Records of Duval County, Florida (the “County”).


 


B.          The
Loan Agreement Note, the Mortgages, and any and all other documents, agreements and instruments evidencing, governing or securing
the Loan executed prior to the date hereof are referred to herein as the “Existing
Loan Documents”.


 


C.          Borrower
and Lender desire to modify the Loan upon the terms and conditions contained herein.


 


NOW,
THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, each of Borrower
and Lender agree as follows:


 


AGREEMENT


 


		1.	MODIFICATION OF LOAN



 


“Effective
Date” shall mean the date of Recordation.


 


“Guarantor”
shall mean Reven Housing REIT, Inc.


 


“Recordation”
shall mean the recordation of a memorandum of this Agreement in the form attached hereto as Exhibit “A”
(the “Memorandum”) in the Official Records
of the Counties.


 


“Title
Company” shall mean Fidelity National Title Insurance Company.


 


“Title
Policies” shall mean those certain Loan Policies (Policy No. 117652-1-REIT-37713-2-2016.2730709-95557864, Policy
No, 117652-1-REIT-37713-4-2016.2730709-95558098, and Policy No. 117652-1-REIT-37713-3-2016.2730709-95558036) issued by Title Company,
in favor of Lender, as the named insured, insuring the validity and first priority of the lien of each of the Mortgages.


 


		2.	MODIFICATION
                                         OF LOAN



 


2.1         Amended
and Restated Note. As of the Effective Date and subject to the terms and conditions of this Agreement, Borrower
and Lender shall amend the Note, which modification shall be effective as of the Effective Date, by the execution and delivery
of the Amended and Restated Promissory Note in form of Exhibit “B” hereto (the “Amended
Note”).


 




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2.2           Affirmation
of Existing Loan Documents. Except as expressly modified by this Agreement or the Memorandum, each and every covenant,
warranty and other provision of the Note and the other Existing Loan Documents is hereby ratified and reaffirmed (as though restated
in this Agreement as of the date hereof) and shall remain in full force and effect. This Agreement is not intended and shall in
no way act as a novation of the Loan or a release, relinquishment, alteration or reissue of the liens and security interests securing
the payment of the Note.


 


2.3           Default.
Any default by Borrower in its obligations under this Agreement or any breach by Borrower of any representations or
warranties contained herein shall constitute a default under the terms of the Note and the Mortgages.


 


		3.	CONDITIONS
                                         TO MODIFICATION



 


The
following are conditions precedent to the modification of the Loan under this Agreement, for the benefit of Lender only. If any
of the following conditions shall not be satisfied on or before April __, 2017, then without limitation on Lender’s rights
and remedies at law or in equity, at Lender’s option, Section 2.1 of this Agreement shall be of no further force or effect.


 


3.1           Commitment
of Title Company; Subordinations; Encumbrances. The Title Company shall have committed to issue to Lender, at Borrower's
sole expense, an endorsement (the “Endorsement”) to
the Title Policy insuring that the Mortgages, as modified, are each a valid first priority lien against the Property, showing
no prior exceptions to title other than as described in the
Title Policy.


 


3.2           Recordation.
The Recordation of the Memorandum, at Borrower’s sole expense, by the Title Company in the Official Records of
the Counties. Each of Lender and Borrower shall execute one or more counterpart originals of the Memorandum and deposit the same
with the Title Company for recordation.


 


3.3           No
Defaults. No default shall have occurred under this Agreement, the Existing Loan Documents, any encumbrance affecting
the property encumbered by the Mortgages (the “Property”)
(whether junior or senior), or under any other agreement to which Borrower and Lender are parties, and no event has occurred
that with notice or lapse of time or both would constitute a default under any of them.


 


3.4           Payment.
Borrower shall have paid (a) all expenses relating to this Agreement and the Loan including all title charges, bank
charges, escrow fees and all attorneys’ fees and costs incurred by Lender , (b) a Two Thousand Six Hundred Twenty-Five Dollars
($2,625.00) processing fee, and (c) an extension fee equal to Six Thousand Two Hundred Fifty Dollars ($6,250.00).


 


3.5           Deliveries.
Borrower shall have executed and delivered to Lender a Memorandum for each of the Mortgages, and Guarantor shall have
executed and delivered to Lender a full Guaranty of the Loan in form as required by Lender.


 


3.6           Opinion.
Borrower shall have delivered to Lender an opinion from Borrower’s counsel in as to the good standing of Borrower,
the due authorization, execution and delivery of this Agreement and the Memorandum and the Amended Note and the enforceability
of this Agreement, the Amended Note, and the Loan Documents as modified by this Agreement, and such other matters as are required
by Lender.


 




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		4.	RELEASE AND WAIVERS



 


4.1         Release. As
of the date hereof and as of the Effective Date, each Borrower, for itself and its successors and assigns and for Guarantor
(collectively, the “Borrower Parties”)
hereby fully and forever releases, discharges and acquits Lender and its parent, subsidiary, affiliate and predecessor
corporations, and their respective past and present officers, directors, shareholders, partners, attorneys, legal
representatives, agents and employees, and their successors, heirs and assigns and each of them, of and from and against any
and all claims, demands, obligations, duties, liabilities, damages, expenses, indebtedness, debts, breaches of contract, duty
or relationship, acts, omissions, misfeasance, malfeasance, causes of action, sums of money, accounts, compensation,
contracts, controversies, promises, damages, costs, losses and remedies therefor, chooses in action, rights of indemnity or
liability of any type, kind, nature, description or character whatsoever, and irrespective of how, why or by reason of what
facts, whether known or unknown, whether liquidated or unliquidated (collectively, “Claims”)
which any of such Borrower Parties may now have, or heretofore have had against any of said persons, firms or entities, by
reason of, arising out of or based upon conduct, events or occurrences on or before the Recordation relating to: (i) the Loan
or the Property; (ii) the review, approval or disapproval of any and all documents, instruments, projections, estimates,
plans, specifications, drawings and all other items submitted to Lender in connection with the Loan or the Property; (iii)
the disbursements of funds under the Loan; (iv) the amendment or modification of the Loan made pursuant to this Agreement;
(v) Lender’s acts, statements, conduct, representations and omissions made in connection with the Loan and any
amendment or modification relating thereto; or (vi) any fact, matter, transaction or event relating thereto, whether known or
unknown; provided that, nothing contained herein shall be deemed a release of Lender’s obligations under this Agreement
or (to the extent first arising and accruing after the Closing) the Existing Loan Documents, as modified.


 


4.2         Non-Reliance.
Each of the Borrower Parties hereby acknowledges that it
has not relied upon any representation of any kind made by Lender in making the foregoing release.


 


4.3         California
Civil Code. To the extent applicable notwithstanding the parties’ election that Florida law governs this
Agreement, each of the Borrower Parties is aware of the provisions of Section 1542 of the California Civil Code, which Section
reads as follows:


 


“A
general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time
of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”


 


Each
of the Borrower Parties hereby waives the provisions of said Section 1542 of the California Civil Code and the provisions of any
similar laws. Borrower realizes and acknowledges that factual matters now unknown to it may have given or hereafter give rise
to Claims which are presently unknown, unanticipated and unsuspected, and the release provided hereunder has been negotiated and
agreed upon in light of that realization.


 


4.4         No
Transfer of Claims. Each of the Borrower Parties represents and warrants that it has not heretofore assigned or
transferred, or purported to assign or to transfer, to any person or entity any matter released hereunder or any portion thereof
or interest therein, and Borrower agrees to indemnify, defend and hold the parties set forth hereinabove harmless from and against
any and all claims based on or arising out of any such assignment or transfer or purported assignment or transfer.


 


4.5         No
Admission of Liability. It is hereby further understood and agreed that the acceptance of delivery of this release
by the parties released hereby shall not be deemed or construed as an admission of liability of any nature whatsoever arising
from or related to the subject of the within release.


 


4.6         Advice
of Counsel. Each of the Borrower Parties hereby agrees, represents and warrants that it has had advice of counsel
of its own choosing in negotiations for and the preparation of this Agreement, including the foregoing release and waivers, that
it has read the provisions of this Agreement, including the foregoing release and waivers, that it has had the foregoing release
and waivers fully explained by such counsel, and that it is fully aware of its contents and legal effect.


 




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		5.	REPRESENTATIONS
                                         AND WARRANTIES OF BORROWER



 


Borrower
hereby represents and warrants to Lender as of the date hereof and as of the Recordation each of the following:


 


5.1         Execution.
This Agreement (together with the Memorandum and Amended Note) has been duly executed and delivered by Borrower and
is the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforceability may
be affected by applicable bankruptcy, insolvency, and similar proceedings affecting the rights of creditors generally, and general
principles of equity.


 


5.2         Conflicts/Power.
Borrower has the full power and authority to enter into and perform this Agreement and the execution, delivery and
performance of this Agreement and the Amended Note by Borrower (a) has been duly and validly authorized by all necessary action
on the part of Borrower and Guarantor, as applicable, (b) does not conflict with or result in a violation of Borrower’s
or Guarantor’s governing organizational documents or any judgment, order or decree of any court or arbiter in any proceeding
to which any of Borrower or Guarantor is a party, and (c) does not conflict with or constitute a breach of, or constitute a default
under, any contract, agreement or other instrument by which any of the Borrower or Guarantor is bound or to which it is a party..


 


5.3         Consents.
Neither the execution and delivery by Borrower of this Agreement, nor the performance by Borrower of its obligations
hereunder requires the consent, authorization or approval of, the giving of notice to, or the registration with, or the taking
of any other action in respect of, any federal, state or foreign governmental authority or agency, pursuant to any law, rule or
regulation applicable to Borrower or pursuant to any order, injunction or decree of any such authority or agency, any creditor
of Borrower, or any other person or entity.


 


5.4         Authority.
Borrower has all requisite power and authority to perform the terms of this Agreement.


 


5.5         Litigation.
There is no pending, nor, to Borrower’s actual knowledge, is there any threatened, litigation or proceeding involving
the Property or Borrower or Guarantor.


 


5.6         Defaults.
No event has occurred and is continuing, and no condition exists, which constitutes or which after notice or lapse
of time, or both, would constitute an event of default or default under the Existing Loan Documents and all representations and
warranties are true and correct as if made as of the date hereof.


 


5.7         Principal.
Borrower acknowledges that the principal balance of the Note as of the date hereof is $4,875,898.


 


5.8         Accuracy
of Representations. Neither this Agreement, nor any document, certificate or statement referred to herein or furnished
to Lender by Borrower pursuant hereto contains any untrue statement of a material fact or omits to state a material fact. All
representations and warranties contained in the Loan Documents were true, correct, complete and not misleading in any respect
when made and would be true, correct and complete and not misleading in any respect if made as of the date hereof. No Event of
Default (as defined) and no event or condition has occurred or exists that, with the passage of time or giving of notice, would
constitute an Event of Default.


 




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5.9         Offsets.
Borrower has no defenses, setoffs, counterclaims or causes of action of any kind or nature whatsoever against Lender
or otherwise with respect to any of the Loan Documents or instruments or documents related thereto or any action previously taken
or not taken by Lender with respect thereto or with respect to any security interest, encumbrance, lien or collateral in connection
therewith.


 


		6.	[Omitted]



 


7.           RATIFICATION.
Borrower hereby ratifies and confirms to Lender that all of the terms, covenants, indemnifications and other provisions of
the Loan Documents are and shall remain in full force and effect, without change except as otherwise expressly and specifically
modified by this Agreement. Borrower hereby agrees to continue to be bound by the terms, covenants, indemnifications and other
provisions as modified hereby.


 


		8.	MISCELLANEOUS PROVISIONS



 


8.1         Waiver.
No failure on Lender’s part at any time to require the performance by Borrower of any term of this Agreement shall in
any way affect Lender’s rights to enforce such term, nor shall any waiver by Lender of any term hereof be taken or held
to be a waiver of any other term hereof or of any breach or subsequent breach hereof. Borrower waives any defense arising by reason
of any disability or other defense of any other person obligated with respect to the Loan, or by reason of the cessation from
any cause whatsoever of the liability of Borrower or any other such person.


 


8.2         Expenses.
Borrower will pay and hold Lender harmless against any liability for the payment of: (a) all filing and recording fees
and taxes payable to any taxing authority and any documentary transfer stamp taxes (including any interest and penalties in respect
thereof) determined to be payable in connection with any of the transactions contemplated hereby; and (b) all other out-of-pocket
expenses (including Lender’s attorneys’ fees, and the cost of the Endorsement), incurred by Lender in connection with the
preparation and execution of this Agreement, Lender’s performance of and compliance with the terms hereof, the procuring
of title insurance, collection efforts, and the enforcement of Lender's rights and remedies hereunder.


 


8.3         Confidentiality.
Prior to Recordation, Borrower shall keep the terms of this Agreement strictly confidential and shall not disclose
or permit its employees or agents to disclose the terms of this Agreement (except for reasonably necessary disclosures to Borrower's
attorneys, accountants and representatives or as may be required by law).


 


8.4         Sole
Parties. Except for the released parties under Section 4 hereof, this Agreement is made exclusively for the benefit
of and solely for the protection of Lender and Borrower (and their permitted successors and assigns), and no other person or persons
shall have the right to enforce the provisions hereof by action or legal proceedings or otherwise.


 


8.5         Binding
Effect and Amendment. This Agreement shall be binding upon the parties hereto and their successors and permitted.
This Agreement may be amended, altered or changed only by an instrument in writing signed by both parties.


 


8.6         Interpretation.
Whenever the context so requires, all words used in the singular will be construed to have been used in the plural,
and vice versa, and each gender will include any other gender. The headings used in this Agreement are inserted solely for the
convenience of reference and are not part of, nor intended to govern, limit or aid in the construction of, any term or provision
hereof.


 




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8.7         Applicable
Law. This Agreement shall be determined as to its validity, construction, effect and enforcement, and in all other
respects of the same or different nature, under the laws of the State of Florida.


 


8.8         Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument.


 


8.9         Further
Assurances. From time to time, each party will execute and deliver in recordable form, if necessary, such further
instruments and will take such other action as the other party reasonably may request in order to discharge and perform their
obligations and agreements under this Agreement.


 


8.10       Time
of Essence. Time is of the essence in this Agreement.


 


8.11       Entire
Agreement. This Agreement, the Existing Loan Documents and the exhibits attached thereto constitute the entire
agreement of Borrower and Lender concerning the transactions contemplated by this Agreement and supersede and cancel any and all
previous negotiations, arrangements, agreements, understandings or letters of interest or intent.


 


8.12       References
to Loan Documents. All references to the Note, the Mortgages or to other Existing Loan Documents shall be deemed
to refer to the same, as amended by this Agreement. In. the event of a conflict between this Agreement and the Existing Loan Documents,
this Agreement will prevail.


 


8.13       Notices.
All notices and communications to any party hereunder and under the other Loan Documents shall be in writing and shall
be deemed properly given if delivered personally or sent by registered or certified mail, postage prepaid, or by Federal Express
or similar generally recognized overnight carrier regularly providing proof of delivery to the following addresses or at such
other address as such party may specify from time to time by notice to the other parties:


 


To
Lender:


 


Silvergate
Bank


4250
Executive Square


Suite
300


La
Jolla, California 92037


Attention:  Commercial
RE Group


 


To
Borrower:


 


Reven
Housing Florida 2, LLC


875
Prospect Street, Suite 304


La
Jolla, California 92037


Attention:  Thad
Meyer


 


Notices
shall be deemed delivered on the date of actual delivery or on the date that delivery was rejected or attempted by one of the
above methods.


 


8.15       Brokers.
Lender represents and warrants to Borrower, and Borrower represents and warrants to Lender, that no broker or finder
has been engaged by it, respectively, in connection with any of the transactions contemplated by this Agreement or to its knowledge
is in any way connected with any of such transactions, in the event of a claim for broker's or finder’s fee or commissions
in connection herewith, then Lender shall indemnify, protect, defend and hold Borrower harmless from and against the same if it
shall be based upon any statement or agreement alleged to have been made by Lender, and Borrower shall indemnify, protect, defend
and hold Lender harmless from and against the same if it shall be based upon any statement or agreement alleged to have been made
by Borrower. The parties’ respective indemnification obligations under this paragraph shall survive the closing of the transaction
contemplated hereunder or the earlier termination of this Agreement.


 




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8.16       Assignment.
Borrower may not assign any rights under this Agreement.


 


8.17       Integration.
Borrower may not assign any rights under this Agreement. This Agreement constitutes the final agreement between the parties
and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no
unwritten oral agreements between the parties.


 


IN
WITNESS WHEREOF, Borrower and Lender do hereby execute this Agreement as of the day and date set forth above.


 


BORROWER:


 


REVEN
HOUSING FLORIDA 2, LLC


a
Delaware limited liability company


 


	 	By:	/s/ Thad Meyer	 
	 	 	Thad Meyer
    	 
	 	 	Chief Financial Officer	 


 


	LENDER:	 
	 	 
	SILVERGATE BANK,	 
	a California corporation	 
	 	 	 
	By:	/s/ Joan M. Sibley	 
	Name:	Joan M. Sibley, V.P.	 


 




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Exhibits
List


 


Exhibit
“A”: Form of Memorandum


Exhibit
“B”: Form of Amended and Restated Note


 




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EXHIBIT
“A”


 


FORM
OF MEMORANDUM


 




     


     


    

 


RECORDING
REQUESTED BY,


AND
WHEN RECORDED MAIL TO:


 


Silvergate
Bank


4250
Executive Square


Suite
300


La
Jolla, California 92037-1494


Attention:  Commercial
RE Group


 


(SPACE
ABOVE THIS LINE FOR RECORDER’S USE ONLY)


MEMORANDUM
OF LOAN MODIFICATION AGREEMENT


AND
AMENDMENT TO MORTGAGES


AND
DOCUMENTS OF RECORD


 


THIS
MEMORANDUM OF LOAN MODIFICATION AGREEMENT AND AMENDMENT TO MORTGAGE AND DOCUMENTS OF RECORD is made as of April 4,
2017, by and between Silvergate Bank, a California corporation (“Lender”),
and Reven Housing Florida 2, LLC, a Delaware limited liability company (“Borrower”),
with respect to that certain Loan Modification Agreement, dated as of even date herewith, between Borrower and Lender
(the “Loan Modification Agreement”).


 


NOTICE
is hereby given that pursuant to the Loan Modification Agreement between Borrower and Lender dated as of the date hereof (“Loan
Modification Agreement”), that certain promissory note (the “Note”),
dated October 9, 2015 in the original principal amount of $5,015,060 by Borrower, as maker, to the order of Lender],
is replaced with that certain Amended and Restated Promissory Note (the "Amended
and Restated Note” by Borrower in favor of Lender of even date herewith in the original amount of $4,875,898
has been modified pursuant to the "Loan Modification Agreement”.
The obligations under the Note were previously secured by, among other things, that certain mortgage, dated as of October
9, 2015 (the “Mortgage”), by Borrower, as trustor,
for the benefit of Lender, as beneficiary, recorded on October 20, 2015, as Instrument No. 2015241715 in the Official Records
of Duval County, Florida, and continue to be secured thereby. The Mortgage encumbers certain real and personal property at the
location more particularly described in Exhibit “A” attached hereto and made a part hereof. Reference should be made
to the Loan Modification Agreement and the Amendment for the particular terms of the modification provided therein. In the event
of any conflict between the terms of this Memorandum and the terms of the Loan Modification Agreement, the terms of the Loan Modification
Agreement shall control.


 


In
addition to the foregoing, pursuant to the Loan Modification Agreement, Borrower and Lender are to modify the Mortgage and all
other recorded Loan Documents as more particularly set forth herein.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower
agree as follows:


 


A.          AMENDMENTS
TO MORTGAGE AND DOCUMENTS OF RECORD.


 


1.           All
references in the Mortgage and all other “Loan Documents" (as defined in the Mortgage), to the “Note”,
"note” or “Promissory Note" shall hereafter refer to the Amended and Restated Note.


 


2.           Any
default under the Loan Modification Agreement shall also constitute a default under the Amended and Restated Note and under the
Mortgage.


 




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B.          MISCELLANEOUS.


 


1.           The
amendments set forth herein shall become effective only upon recordation of this document in the Official Records of Duval County,
Florida.


 


2.           Except
as set forth herein and in the Loan Modification Agreement, the Mortgage is unamended and unmodified and the terms and provisions
of the same are hereby ratified and affirmed.


 




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RECORDING REQUESTED BY,


AND WHEN RECORDED MAIL
TO:



 


Silvergate
Bank


4250 Executive Square


Suite 300


La
Jolla, California 92037-1494


Attention: Commercial RE Group


 


(SPACE
ABOVE THIS LINE FOR RECORDER’S USE ONLY)


MEMORANDUM
OF LOAN MODIFICATION AGREEMENT


AND
AMENDMENT TO MORTGAGES


AND
DOCUMENTS OF RECORD


 


THIS
MEMORANDUM OF LOAN MODIFICATION AGREEMENT AND AMENDMENT TO MORTGAGE AND DOCUMENTS OF RECORD is made as of April 4,
2017, by and between Silvergate Bank, a California corporation (“Lender”),
and Reven Housing Florida 2, LLC, a Delaware limited liability company (“Borrower”),
with respect to that certain Loan Modification Agreement, dated as of even date herewith, between Borrower and Lender (the
“Loan Modification Agreement”).


 


NOTICE
is hereby given that pursuant to the Loan Modification Agreement between Borrower and Lender dated as of the date hereof (“Loan
Modification Agreement”), that certain promissory note (the "Note”),
dated October 9, 2015 in the original principal amount of $5,015,060 by Borrower, as maker, to the order of Lender],
is replaced with that certain Amended and Restated Promissory Note (the "Amended
and Restated Note" by Borrower in favor of Lender of even date herewith in the original amount of $4,875,898 has
been modified pursuant to the “Loan Modification Agreement”.
The obligations under the Note were previously secured by, among other things, that certain mortgage, dated as of October
9, 2015 (the “Mortgage”), by Borrower,
as trustor, for the benefit of Lender, as beneficiary, recorded on December 17, 2015, as Instrument No. 2015286953 in the Official
Records of Duval County, Florida, and continue to be secured thereby. The Mortgage encumbers certain real and personal property
at the location more particularly described in Exhibit “A" attached hereto and made a part hereof. Reference should
be made to the Loan Modification Agreement and the Amendment for the particular terms of the modification provided therein. In
the event of any conflict between the terms of this Memorandum and the terms of the Loan Modification Agreement, the terms of
the Loan Modification Agreement shall control.


 


In
addition to the foregoing, pursuant to the Loan Modification Agreement, Borrower and Lender are to modify the Mortgage and all
other recorded Loan Documents as more particularly set forth herein.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower
agree as follows:


 


A.          AMENDMENTS
TO MORTGAGE AND DOCUMENTS OF RECORD.


 


1.           All
references in the Mortgage and all other “Loan Documents" (as defined in the Mortgage), to the “Note”,
“note” or “Promissory Note” shall hereafter refer to the Amended and Restated Note.


 


2.           Any
default under the Loan Modification Agreement shall also constitute a default under the Amended and Restated Note and under the
Mortgage.


 




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B.          MISCELLANEOUS.


 


1.           The
amendments set forth herein shall become effective only upon recordation of this document in the Official Records of Duval County,
Florida.


 


2.           Except
as set forth herein and in the Loan Modification Agreement, the Mortgage is unamended and unmodified and the terms and provisions
of the same are hereby ratified and affirmed.


 




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In
Witness Whereof, this Memorandum was executed as of the date first stated above.


 


BORROWER:


 


	REVEN HOUSING FLORIDA 2, LLC,	 
	a Delaware limited liability company	 
	 	 	 
	By:	/s/ Thad Meyer	 
	 	Thad Meyer	 
	 	Chief Financial Officer	 


 


LENDER:


 


SILVERGATE
BANK, a California corporation


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




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Exhibit
“A”


Legal
Description


 




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ACKNOWLEDGMENT


 


[Add correct notary block]


 




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EXHIBIT
“B”


 


FORM
OF AMENDED AND RESTATED PROMISSORY NOTE


 




     


     


    

 


AMENDED AND RESTATED
PROMISSORY NOTE SECURED BY MORTGAGES


 


	$4,875,898	Florida
	 	March 21, 2017


 


THIS AMENDED
AND RESTATED PROMISSORY NOTE SECURED BY DEED OF TRUST (this “Note”)
is made this 21
day of March, 2017, by the undersigned (“Borrower”)
in favor of SILVERGATE BANK, a California corporation (“Lender”).


 


RECITALS:


 


		A.	Lender is the present
                                         owner and holder of that certain Promissory Note Secured by Mortgage, dated October 9,
                                         2015 made by Borrower, in the original principal amount of $5,015,060 and payable to
                                         the order of Lender (the “Original
                                         Note”), which Original Note evidences an indebtedness of Borrower
                                         to Lender in the current outstanding principal amount of $4,875,898.



 


		B.	On the date hereof,
                                         Borrower and Lender have entered into that certain Loan Modification Agreement (the “Modification
                                         Agreement"), pursuant to which Modification Agreement Borrower
                                         and Lender have agreed to amend and restate the original Note.



 


NOW, THEREFORE,
the Original Note is hereby amended and restated in its entirety as follows:


 


FOR VALUE
RECEIVED, the undersigned (“Borrower”)
promises to pay to SILVERGATE
BANK, a California corporation (“Lender”),
or order, during regular business hours at Silvergate Bank, 4250 Executive Square, Suite 300, La Jolla, California 92037-1492,
Attention: Commercial RE Group, or at such other place as Lender may from time to time designate by written notice to Borrower,
with sufficient information to identify the source and application of such payment, the sum of up to Four Million Eight Hundred
Seventy Five Thousand Eight Hundred Ninety-Eight and No/100 Dollars ($4,875,798) together with interest on the balance of outstanding
principal from the disbursement dates thereof at the per annum rate set forth below. All calculations of interest hereunder shall
be computed on the basis of a 360 day year for the actual number of days elapsed.


 


1.           Interest
Rate. The unpaid principal balance under this Note shall bear interest at the rate (the “Contract
Rate”) equal to four and one-half percent (4.50%) per annum.


 




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2.           Monthly
Payments of Principal and Interest


 


2.1           First
Partial Month. On the date of this Note, Borrower shall pay to Lender (a) all accrued and unpaid interest under
the Original Note through the date immediately preceding the date hereof and (b) interest only on the outstanding principal balance
of this Note from the date hereof through and including April 4, 2017 (the “Initial
Interest Period”). Interest for such partial month shall be computed on the basis of a 360-day year and shall
be equal to the sum of a per diem interest charge (for each day the principal balance hereof is outstanding during such partial
month) equal to the product of (a) 1/360 and (b) the Contract Rate and (c) the outstanding principal balance hereunder for the
day in question.


 


2.2         [Omitted]


 


2.3         Monthly
Payments. Commencing on May 5, 2017 and continuing on the fifth day of each of the next calendar months thereafter
through and including March 5, 2020, Borrower shall pay to Lender monthly payments of principal and interest in an amount equal
to the amount which would be sufficient to amortize the outstanding principal balance under this Note (as of the date of such
payment) at the then effective Contract Rate over the then remaining portion of an amortization period commencing on April 5,
2017 and ending on April 4, 2042.


 


3.           Maturity
Date. The entire balance of principal and accrued interest and other amounts then outstanding on this Note are
due and payable on April 5, 2020 (the “Maturity
Date”). Borrower acknowledges that such balance will not equal the regular monthly payment specified in Section
2.


 


4.           Application
of Payments. Each payment hereunder shall be applied when received first to the payment of accrued interest on
the principal balance hereof from time to time remaining unpaid and then to reduce principal and then to amounts payable, if any,
into escrow accounts payable under the Loan Documents for taxes or insurance and then to any unpaid “Past Due Charge”
(as defined below); provided, however, upon the occurrence of an “Event of Default” (as defined below), payments may
be applied to any amounts secured by the “Mortgages” (as defined below) in such order and amounts as is designated
by Lender in its sole and absolute discretion. No such application by Lender shall constitute a cure or waiver of any default
by Borrower under the Mortgages or under this Note. Without limitation of the foregoing, in the event of any partial payment hereunder,
Lender shall have the sole right and authority to determine which portion of the indebtedness evidenced hereby any partial payment
may be applied against, if any; provided that, nothing in the foregoing shall impose upon Lender any duty or obligation to accept
or apply any partial payment received by Lender hereunder or under the Mortgage.


 




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5.           Default:
Acceleration. This Note is secured by that certain Mortgage, Assignment of Rents and Leases, Security Agreement
and Fixture Filing dated as of October 9, 2015 by Borrower for the benefit of Lender, recorded in Duval County, Florida, and that
certain Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated as of December 8, 2015 by Borrower
for the benefit of Lender, recorded in Duval County, Florida (collectively, the “Mortgages”).
Upon the occurrence and during the continuance of an “Event
of Default” (as defined in either of the Mortgages), then, or at any time thereafter, the whole of the unpaid
principal hereof, together with accrued and outstanding interest and all other sums required to be paid under this Note or the
Mortgages (including the prepayment premium hereinafter described) shall, at the election of Lender and with prior notice of such
election, become due and payable. Lender’s election may be exercised at any time after any such event, and the acceptance
of one or more payments hereon from any person thereafter shall not constitute a waiver of Lender’s election, or of its
option to make such election,


 


6.           Past
Due Charge and Past Due Interest Rate. Borrower recognizes and acknowledges that any default on any payment, or
portion thereof, due hereunder or to be made under the Mortgages, will result in losses and additional expenses to Lender in servicing
the indebtedness evidenced hereby, and in losses due to Lender’s loss of the use of funds not timely received. Borrower
further acknowledges and agrees that in the event of any such default, Lender would be entitled to damages for the detriment proximately
caused thereby, but that it would be extremely difficult and impracticable to ascertain the extent of or compute such damages.
Therefore, if for any reason Borrower fails to pay any interest or principal required to be paid under this Note, including any
payment due at maturity or upon acceleration, or fails to pay any amounts due under the Mortgages, within ten (10) days of when
due, Borrower shall pay to Lender, in addition to any such delinquent payment, an amount equal to five percent (5%) of such delinquent
payment (“Past
Due Charge”). In addition, upon the Maturity Date or upon the occurrence and during the continuance of an Event
of Default (or upon any acceleration), interest shall accrue hereunder at the “Past Due Rate” (as defined below).
Borrower acknowledges that the Past Due Charge and interest at the Past Due Rate agreed to hereunder represent the reasonable
estimate of those damages which would be incurred by Lender, and a fair return to Lender for the loss of the use of the funds
not timely received from Borrower on account of a default by Borrower as herein specified, established by Borrower and Lender
through good faith consideration of the facts and circumstances surrounding the transaction contemplated under this Note as of
the date hereof, but that such Past Due Charge and interest at the Past Due Rate are in addition to, and not in lieu of, any other
right or remedy available to Lender. If any applicable law proscribes the imposition of a past due charge in the amount of the
Past Due Charge herein specified, or limits the rate of the additional interest that may be charged to a rate less than the Past
Due Rate herein specified, then the maximum charge or rate permitted by such law shall be charged by Lender for purposes of this
Section. As used herein, the “Past
Due Rate" shall be equal to the lesser of (i) six (6) percentage points over the Contract Rate, or (ii) the maximum
rate of interest permitted to be charged by applicable laws or regulation governing this Note until paid, such additional interest
to be compounded annually.


 




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7.           Prepayment.


 


7.1         Borrower
shall have no right to prepay any principal of this Note except that, so long as no default or Event of Default exists under this
Note or the Mortgage as of the date of such prepayment by Borrower, Borrower will have the privilege, to prepay the principal
of this Note (in whole only and not in part) upon at least thirty (30) but not more than sixty (60) days advance written notice
and subject to the following terms and conditions:


 


A.          Premium.
Concurrently with such prepayment, Borrower shall pay all accrued and unpaid interest under this Note (whether or not
then due), all amounts then due under this Note or the Mortgage and a prepayment premium equal to (i) two percent (2%) of the
amount prepaid for a prepayment on or before April 5,
2018, and (ii) one percent (1%) of the amount prepaid for a prepayment on or after April 6, 2018 through and including
April 5, 2019,
with no prepayment premium thereafter.


 


B.           EXCLUSIVE
RIGHTS. BORROWER ACKNOWLEDGES AND AGREES THAT BORROWER HAS NO RIGHTS OF PREPAYMENT OF THIS NOTE, EXCEPT AS PROVIDED
ABOVE; AND BORROWER FURTHER AGREES THAT, IF THE MATURITY OF THIS NOTE IS ACCELERATED BY LENDER BY REASON OF BORROWER’S DEFAULT,
ANY APPLICABLE PREPAYMENT PREMIUM IS AUTOMATICALLY DUE AND PAYABLE ON THE DATE OF ACCELERATION REGARDLESS AS TO WHETHER THIS LOAN
IS PREPAID. FURTHER, IF BORROWER OR ANY THIRD PERSON THEREAFTER SEEKS TO PAY SUCH ACCELERATED INDEBTEDNESS OR PURCHASE ANY OR
ALL THE PROPERTIES (INDIVIDUALLY, A “PROPERTY”,
AND COLLECTIVELY, THE “PROPERTIES”)
ENCUMBERED BY THE MORTGAGES SECURING THIS NOTE AT FORECLOSURE SALE, SUCH PAYOFF OR PURCHASE SHALL CONSTITUTE A PREPAYMENT
OF PRINCIPAL HEREUNDER AND A PREMIUM SHALL BE PAYABLE IN AN AMOUNT WHICH SHALL BE COMPUTED PURSUANT TO THIS SECTION 7 (INCLUDING
THE PREPAYMENT PREMIUM).


 


8.           Costs.
Borrower promises to pay to Lender, within five (5)
business days after written notice from Lender, all out-of-pocket costs, expenses, disbursements, property taxes, escrow
fees, title charges and legal fees and expenses actually incurred by Lender or its counsel (which must be reasonable provided
no Event of Default has occurred and is existing) in the negotiation, funding, enforcement or attempted enforcement, by foreclosure
or otherwise, of this Note or the Mortgages. Without limitation on the foregoing, Borrower agrees to pay all out-of-pocket costs
of collection, including attorneys’ fees and costs (whether or not for salaried attorneys regularly employed by Lender)
and all costs of any action or proceeding (including any bankruptcy proceeding or any non-judicial foreclosure or private sale)
actually incurred by Lender, in the event any payment is not paid when due, or in case it becomes necessary to enforce any other
obligation of Borrower hereunder or to protect the security for the indebtedness evidenced hereby, or for the foreclosure by Lender
of the Mortgages, or in the event Lender is made a party to any litigation because of the existence of the indebtedness evidenced
by this Note, or because of the existence of the Mortgages. All such costs are secured by the Mortgages. The obligation of Borrower
to repay all such out-of-pocket costs and any other advances by Lender are secured by the Mortgages and shall be deemed to be
evidenced by this Note and shall accrue interest at the Contract Rate or the Past Due Rate, whichever is then applicable.


 




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9.           Waivers.
Borrower hereby waives diligence, presentment, protest and demand, notice of protest, of demand, of nonpayment, of
dishonor and of maturity and agrees that time is of the essence of every provision hereof; and further agrees that any such renewal,
extension or modification, or the release or substitution of any person or security for the indebtedness evidenced hereby, shall
not affect the liability of any of such parties for the indebtedness evidenced by this Note or the obligations under the Mortgages,
Any such renewals, extensions, modifications, releases or substitutions may be made without notice to any of such parties.


 


10.         Remedies
Cumulative. The rights and remedies of Lender as provided in this Note and in the Mortgages shall be cumulative
and concurrent and may be pursued singly, successively or together against Borrower, any of the Properties, or any other persons
or entities who are, or may become liable for ail or any part of this indebtedness, and any other funds, property or security
held by Lender for the payment hereof, or otherwise, at the sole discretion of Lender. Failure to exercise any such right or remedy
shall in no event be construed as a waiver or release of such rights or remedies, or the right to exercise them at any later time.
The right, if any, of Borrower, and all other persons or entities, who are, or may become, liable for this indebtedness, to plead
any and all statutes of limitation as a defense is expressly waived by each and all of such parties to the full extent permissible
by law.


 


11.        Mortgage
Provisions Regarding Transfers: Successors. The
Mortgages securing this Note contains provisions for the acceleration of the indebtedness evidenced hereby upon a “Transfer”
(as therein defined). Subject to the limitations on Transfer specified in the Mortgages, the provisions hereof shall be binding
on the heirs, legal representatives, successors and assigns of Borrower and shall inure to the benefit of Lender and the successors
and assigns of Lender.


 


12.         Partial
Release. Lender shall consent to causing a release from the lien of the applicable Mortgage any applicable Property,
such Property to be released, the “Released
Property”, but only upon the satisfaction of all of the following conditions:


 


a.           Lender
shall have received from Borrower at least thirty (30) days' prior written notice of the date proposed for such release (the “Release
Date”) and the identification of the Released Property;


 


b.           No
Event of Default in either of the Mortgages shall have occurred and be continuing as of the date of such notice and the Release
Date and no event or condition shall exist that, with the passage of time or giving of notice, would constitute an Event of Default
in the Mortgages;


 


c.           The
release shall occur contemporaneously with the sale of the Released Property pursuant to an arm's-length, bona fide contract to
a person who is not an affiliate of Borrower or any person or entity with any interest in Borrower, whether direct or indirect;


 




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d.           Borrower
shall pay to Lender on the Release Date an amount equal to the “Release Price” amount as indicated for such Released
Property on Exhibit “A” attached to this Note (such greater amount, the “Release
Price”). The Release Price shall be applied to the Loan in such order as determined by Lender, including the
applicable prepayment premium;


 


e.           Borrower
shall have provided Lender with evidence reasonably acceptable to Lender that the Released Property has been formally designated
as a distinct tax lot separate from the remaining Properties;


 


f.            Borrower
shall have provided Lender with evidence reasonably acceptable to Lender that the Released Property and the remaining portion
of the Properties shall be legal lots or parcels in material compliance with the all Florida subdivision acts and local ordinances
thereunder and that the remaining portion of the Property has adequate ingress and egress;


 


g.           If
requested by Lender, Borrower, at its sole cost and expense, shall have delivered to Lender a title endorsement to the mortgagee
policy of title insurance delivered to Lender on the date hereof in connection with the Mortgages insuring that, after giving
effect to such release, such title policy coverage has not been terminated or reduced by such releases; and


 


h.           Borrower
shall have paid all of Lender's reasonable out-of-pocket costs and expenses actually incurred by Lender, including, without limitation,
attorneys' fees and expenses, in connection with the release of the Released Property.


 


Upon payment
of the Release Price and the satisfaction of the other conditions set forth in this Section 12 for the release of the Released
Property, the security interests and liens of Lender under the Mortgages shall be released from the Released Property, and Lender
will execute and deliver any agreements reasonably requested by Borrower to release and terminate the lien of the Mortgages as
to the Released Property; provided,
however,
that such release and termination shall be without recourse to Lender and made without any representation or warranty. Upon the
release and termination of Lender's security interests and liens under the Mortgages and the other Loan Documents relating to
the Released Property, all references in the Mortgages and the other Loan Documents relating to the Released Property shall be
deemed deleted, except as otherwise provided herein with respect to indemnities.


 


13.           Miscellaneous.


 


13.1         Manner
of Payment: No Offsets. All payments due hereunder shall be made in lawful money of the United States of America.
Such payments shall be made by check or, upon maturity and otherwise at the option of Lender, by transferring the payment in federal
or immediately available funds by bank wire or interbank transfer for the account of Lender without presentment or surrender of
this Note, provided; however, that any payment of principal or interest received after 5:00 p.m. Pacific time shall be deemed
to have been received by Lender on the next business day and shall bear interest accordingly. All sums due hereunder shall be
payable without offset, demand, abatement or counter-claim of any kind or nature whatsoever, all of which are hereby waived by
Borrower.


 




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13.2       Fee
for Statement. For any statement regarding the obligations evidenced hereby to be furnished by Lender, Borrower
shall pay the fee then charged by Lender therefor, not to exceed, however, the maximum fee, if any, allowed by law to be charged
by Lender at the time such statement is requested.


 


13.3       No
Amendment or Waiver Except in Writing. This Note may be amended or modified only by a writing duly executed by
Borrower and Lender, which expressly refers to this Note and the intent of the parties so to amend this Note. No provision of
this Note will be deemed waived by Lender, unless waived in a writing executed by Lender, which expressly refers to this Note,
and no such waiver shall be implied from any act or conduct of Lender, or any omission by Lender to take action with respect to
any provision of this Note or the Mortgages. No such express written waiver shall affect any other provision of this Note, or
cover any default or time period or event, other than the matter as to which an express written waiver has been given. Without
limitation, acceptance of any partial payment shall not constitute a waiver of any of Lender’s rights, including the right
to insist on immediate payment of all amounts due and payable.


 


13.4       No
Intent of Usury. None of the terms and provisions contained in this Note, or in the Mortgages, or in other documents
or instruments related hereto, shall ever be construed to create a contract for the use, forbearance or detention of money requiring
payment of interest or any other consideration that constitutes interest under applicable law, as the case may be, at a rate in
excess of the maximum interest permitted to be charged by applicable laws or regulation governing this Note (“Usury
Laws”). Borrower shall never be required to pay interest or any other consideration that constitutes interest
under applicable law, as the case may be, on this Note in excess of the maximum interest that may be lawfully charged under such
Usury Laws, as made applicable by the final judgment of a court of competent jurisdiction, and the provisions of this Section
shall control over all other provisions hereof and of any other instrument executed in connection herewith or executed to secure
the indebtedness evidenced hereby, which may be in apparent conflict with this Section. If Lender collects monies which are deemed
to constitute interest which would otherwise increase the effective interest rate on this Note to a rate in excess of that permitted
to be charged by such Usury Laws, all such sums deemed to constitute interest in excess of the maximum rate shall, at the option
of Lender, either be credited to the payment of principal or returned to Borrower.


 


13.5       Governing
Law. This Note shall be governed by and construed and enforced in accordance with the laws of the State of Florida
(without regard to conflicts of laws), except where federal law is applicable (including, without limitation, any applicable federal
usury ceiling or other federal law preempting state usury laws).


 




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13.6       Certain
Rules of Construction. The headings of each Section of this Note are for convenience only and do not define or
limit any provision of this Note. The provisions of this Note shall be construed as a whole according to their common meaning,
not strictly for or against any party, or any person or entity, who is or may become liable for the payment of this Note, and
to achieve the objectives of the parties unconditionally to impose on Borrower the indebtedness evidenced by this Note. Whenever
the words “including”, “includes” or “include" are used in this Note (including any Exhibit
hereto), they shall be read non-exclusively as though the phrase “, without limitation,” immediately followed the
same.


 


13.7       Severability.
If any term of this Note, or the application thereof to any person or circumstances, shall be invalid or unenforceable,
the remainder of this Note, or the application of such term to persons or circumstances other than those as to which it is invalid
or unenforceable, shall not be affected thereby, and each term of this Note shall be valid and enforceable to the fullest extent
permitted by law.


 


13.8       Notices.
Any notice which a party is required or may desire to give the other shall be in writing and may be sent by personal
delivery or by mail (either [i] by United States registered or certified mail, return receipt requested, postage prepaid, or [ii]
by Federal Express or similar generally recognized overnight carrier regularly providing proof of delivery), addressed as follows
(subject to the right of a party to designate a different address for itself by notice similarly given at least 15 days in advance):


 


To Lender:


 


Silvergate Bank


4250 Executive Square


Suite 300


La Jolla, California 92037-1492


Attention: Commercial
RE Group


 


To Borrower:


 


Reven Housing Florida 2, LLC


875 Prospect Street


Suite
304


La Jolla, California 92037


Attention: Thad Meyer


 


Any notice so given by mail shall
be deemed to have been given as of the date of delivery (whether accepted or refused) established by U.S. Post Office return receipt
or the overnight carrier’s proof of delivery, as the case may be. Any such notice not so given shall be deemed given upon
receipt of the same by the party to whom the same is to be given.


 




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14.         Lender
Assignment. Lender may assign, sell or transfer at any time this Note (and any documents relating thereto and any
interest therein).


 


TO THE MAXIMUM
EXTENT PERMITTED BY LAW, BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE LOAN, OR ANY OTHER LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF BORROWER OR LENDER OR
ANY EXERCISE BY ANY PARTY OF THEIR RESPECTIVE RIGHTS UNDER THE LOAN DOCUMENTS OR IN ANY WAY RELATING TO THE LOAN OR ANY OF THE
PROPERTIES OR THIS NOTE. THIS WAIVER IS A MATERIAL INDUCEMENT FOR LENDER TO MAKE THE LOAN TO BORROWER.


 




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IN WITNESS WHEREOF, this Note is executed
as of the date first written above.


 


	 	“BORROWER”
	 	 
	 	REVEN HOUSING FLORIDA 2, LLC, a Delaware limited liability company
	 	 	 	 
	 	 	By:	/s/ Thad Meyer
	 	 	Name:	Thad Meyer
	 	 	Title:	Chief Financial Officer


 




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EXHIBIT “A”


 


RELEASE PRICE


 


(see attached)


 




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