SINGLE FAMILY HOMES


 


REAL ESTATE PURCHASE AND SALE AGREEMENT


 


by and between


 


RED DOOR HOUSING LLC,


a Texas limited liability company


 


and


 


WFI FUNDING, INC.,


a Texas corporation


 


collectively, as Seller


 


and


 


REVEN HOUSING GEORGIA, LLC,


a Delaware limited liability company,


as Buyer


 


October 4, 2013


 




    	 



    	 



    

 


THIS SINGLE FAMILY
HOMES PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of October 4, 2013 (“Effective
Date”), by and between RED DOOR HOUSING LLC, a Texas limited liability company and WFI FUNDING, INC., a Texas corporation
d/b/a RED DOOR FUNDING (collectively, “Seller”) and REVEN HOUSING GEORGIA, 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:
$13,400,000 subject to adjustment in accordance with the provisions of this Agreement.


 


Deposit:
$100,000.


 


Closing Date:
October 30, 2013, subject to Section 5(d), which may cause the Closing to occur in two stages.


 


Due Diligence Period:
Subject to the provisions of Section 7 below, the period commencing on the
Effective Date and expiring on the Closing Date, during which Buyer will be provided the opportunity to review all aspects of the
Property.


 


Escrow Holder:
Fidelity National Title Insurance Company.


 


Title Company:
Fidelity National Title Insurance Company.


 


Seller’s Broker:
None.


 


Buyer’s Broker:
None


 


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.


 




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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 170 single family homes, in the State of Texas, which are identified
and generally described on Exhibit A-1 and Exhibit A-2 attached hereto, together with all of the improvements and
structures located thereon (“Improvements”), any heating and ventilating systems, appliances, 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”).


 


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), as well as and service contracts relating to the maintenance and repair of such homes.


 


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; Excluded Properties; Deferred Closing.


 


(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 adjustment in accordance with the terms of this Agreement and payable by Buyer
to Seller as follows:


 




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(1)         Within
two (2) 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). The Deposit will, at all times under this Agreement, be
refundable to Buyer, except in the event of a material default or breach of this Agreement by Buyer; provided that as consideration
to Seller for entering into this Agreement, $250 will become non-refundable to Buyer, and payable to Seller, upon delivery of the
Deposit to Escrow except in the event of a default hereunder 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.


 


(b)          Valuation.
Buyer may elect to retain an independent, third-party valuation consultant to prepare a report (“Valuation Report”)
of the Property. Buyer and Seller acknowledge and agree that both AMRE Solutions and Carrington Real Estate Services are acceptable
parties to perform the Valuation Report. If the valuation, as set forth in the Valuation Report, of one or more the properties
that comprise the Property (“Valuation”) is less than the amount listed on Exhibit A-1 or Exhibit
A-2, as the case may (each such property a “Disputed Property”), then Buyer may notify Seller of
such discrepancy prior to the expiration of the Due Diligence Period. Thereafter, for a period of seven days (the “Disputed
Property Period”), Buyer and Seller shall negotiate in good faith to agree on an adjusted price for such property
or properties. In the event that the Due Diligence Period is scheduled to expire during the Disputed Property Period, the Due Diligence
Period shall be automatically extended through the end of the Disputed Property Period, or such earlier time as the parties may
agree on an adjusted price for the Disputed Property (or Properties). If, at the end of the Disputed Property Period, Buyer and
Seller are unable to come to an agreement with respect to the price allocated to each Disputed Property, then Buyer may, upon written
notice to Seller within two business days after the expiration of seven day period, elect to exclude one or more of the Disputed
Properties in accordance with subsection (c), below.


 


(c)          Excluded
Properties. Notwithstanding any other provision of this Agreement, if Buyer and Seller cannot agree on the Valuation of a Disputed
Property, then Buyer may elect to exclude specified properties from the properties identified on Exhibit A-1 or Exhibit
A-2. If Buyer elects to exclude one or more properties from the Property being acquired in accordance with this Agreement,
then at least two business days before the Closing Date, 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-1 or Exhibit A-2, as the case may be, will be deemed modified to exclude the Excluded Properties; and
(ii) the Purchase Price will be reduced by the sum of the values of the Excluded Properties, as identified on Exhibit A-1
or Exhibit A-2, as the case may be. 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. Notwithstanding the foregoing, if the results of the Valuation show that the total
Valuation of the Property is equal to or greater than the Purchase Price, Buyer shall not exclude any properties in connection
with Valuation.


 




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(d)          Deferred
Closing. Buyer may elect to defer a portion of the Closing until Buyer obtains additional funds for the purpose of acquiring
all of the Property identified herein. Accordingly, Buyer may, by providing written notice to Seller at least 10 days before the
Closing Date but in any case prior to October 31, 2013, elect to cause the Closing to occur with respect to the Property on Exhibit
A-1 only. If Buyer makes this election, then (i) the Purchase Price for all purposes related to the initial Closing
will be equal to the sum of the values of the properties set forth on Exhibit A-1 (less the value of any Excluded Properties)
and Buyer will close with respect to those properties on the scheduled Closing Date; and (ii) Buyer will close on the properties
on Exhibit A-2 (less the value of any Excluded Properties) by delivering to Escrow the sum of the values of the properties
set forth on Exhibit A-2, in the month of January, 2014, and the Purchase Price with respect to such deferred Closing will
be the amount so delivered to Escrow.


 


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. Seller has been duly organized and is validly existing as a Texas limited liability company. 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.


 




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(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.


 


(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 identified on Exhibit A-1 and Exhibit A-2 which, to Seller’s Knowledge, is true
and correct and complete list of such leases and contracts as of the date of each 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
at the Property, 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-1 and
Exhibit A-2, 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.


 




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(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.


 


For purposes of this
Section 6(a), the term “Seller’s Knowledge” means the current actual knowledge, without
investigation, of Rickey Williams, the person who Seller represents to be the most knowledgeable about the Property. The
foregoing shall not result in any personal liability or be deemed to be Rickey Williams making any representations, warranties
or covenants in his individual capacity.


 


(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 Delaware limited liability
company. 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:


 


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


 




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(2)         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.


 


(3)         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.


 


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


 


(5)         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;


 


(6)         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.


 


(7)         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.


 


(d)          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 or warranties is not true and correct as of the date of 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, 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. Notwithstanding
anything herein to the contrary, nothing in this Agreement shall serve to undo a closing which has already occurred.


 




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7.          Due
Diligence Period; Post-Closing Inspection Reports; .


 


(a)          Buyer
may, during the Due Diligence Period (as defined in the Basic Terms) examine, inspect, and investigate the Property and,
in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property.


 


(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 is expressly
intended to survive the termination of this Agreement, including Seller’s right to retain $250 as consideration for entering
this Agreement. 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.


 


(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
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 in writing 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.


 




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(d)          Within
90 days after the Closing, Buyer may retain a contractor or home inspector mutually acceptable to Buyer and Seller to prepare a
report or reports describing the physical condition of the Property and identify any necessary repairs and the cost to make such
repairs (“Third Party Inspection Report”). The person or entity preparing the Third Party Inspection
Report must be (i) a licensed contractor or otherwise qualified to perform such inspections in the jurisdiction where the
Property is located, (ii) qualified by experience to remodel and repair properties of the type comprising the Property, and
(iii) may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer. Notwithstanding the foregoing,
Buyer and Seller mutually agree that Criterium Engineers is an acceptable party to prepare Third Party Inspection Reports. Buyer
will provide a copy of the Third Party Inspection Report to Seller, when finalized. Seller will pay for all repairs identified
in the Third Party Inspection Report which are reasonably estimated in the Inspection Report to cost more than $1,000.00 per single
repair item. In determining whether Seller is responsible for paying for any single repair item over $1,000 under this Section,
small items may not be aggregated in order to reach the $1,000.00 threshold. (For example, if an electrical panel needs to be replaced
at a cost of $1,200.00, Seller will bear the expense; if 20 electrical outlets need to be replaced at an individual cost of $60.00
– total of $1,200.0 – Seller will not bear the expense.) Buyer shall be solely responsible for supervision of the contractor,
and Seller shall not be liable for any additional costs which may be incurred above the amounts specified in the Third Party Inspection
Report. If Seller disagrees with the conclusions of the Third Party Inspection Report with respect to any parcel of the Property,
Seller shall so notify Buyer within 14 days after actual receipt by Seller of a complete copy of the Third Party Inspection Report.
In that event, Buyer and Seller shall negotiate in good faith to resolve Seller’s objections and come to agreement with respect
to all items for which Seller will be responsible in accordance with this Section 7(d). If Buyer and Seller cannot reach agreement
with respect to any parcel of the Property, then Buyer and Seller shall designate a mutually agreeable third party home inspector
or contractor to prepare a second Third Party Inspection Report to identify any necessary repairs and the cost to make such repairs
(the “Second Third Party Inspection Report”). The person or entity preparing the Second Third Party Inspection
Report must be (i) a licensed contractor or otherwise qualified to perform such inspections in the jurisdiction where the
Property is located, (ii) qualified by experience to remodel and repair properties of the type comprising the Property, and
(iii) may not be, or have ever been, owned or controlled by Buyer or Seller or an affiliate of Buyer or Seller. The determination
of the Second Third Party Inspection Report shall be binding on both parties, and Seller shall be responsible for any repairs over
$1,000.00 in accordance with the terms of this subsection (d).


 




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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 of one (1) year (the “Limitation
Period”).


 




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(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 an action at law for damages as a consequence thereof, which must be commenced, if at all, within the six (6) months after the
expiration of the Limitation Period. Nothing herein shall permit the award of consequential damages.


 


10.         Closing.


 


(a)          The
purchase and sale transaction contemplated in this Agreement shall occur on the date specified in the Basic Terms section of this
Agreement, and if a portion of the Closing is deferred, then on the two dates identified in the Basic Terms Section (each a “Closing
Date”), and accomplished by recording a Deed (as defined in Section 14) with respect to each of the properties
that are on Exhibit A-1 and Exhibit A-2 (except for any Excluded Properties) in the Official Records of the particular
County in which each of the individual properties that constitute the Property is located (the “Official Records”),
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. If the parties close the transactions contemplated hereby, they shall be deemed to have waived any unfulfilled
conditions precedent.


 


(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 is 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.


 




    	11



    	 



    

 


(b)          If
any of the foregoing conditions are not fulfilled 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, including the non-refundable portion
of the Deposit in the amount of $250, which shall be retained by Seller as consideration for entering this Agreement..


 


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)         Title
Company shall have received the Purchase Price and all other amounts due to Seller otherwise under this Agreement in immediately
available funds, and all conditions to disbursing the Purchase Price to Seller shall have been satisfied;


 


(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;


 


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


 


(4)         Buyer’s
representations and warranties hereunder shall be true and correct as of the Closing Date.


 


(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, Buyer 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 two 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 or control (the “Surveys”).


 




    	12



    	 



    

 


(a)          At
Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title Policy”)
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.


 


(b)          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.


 


(c)          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 reasonably required by Buyer.


 


(d)          “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.


 




    	13



    	 



    

 


(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.


 




    	14



    	 



    

 


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
percent (100%) 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.


 






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(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.


 


(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 Provider 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.


 




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(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) 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:


 


(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 one or more (at Buyer’s election) of the properties
that comprise the Property; provided that if Buyer elects to purchase less than all of the such properties, then the Purchase Price
will be reduced in accordance with the provisions of Section 5(c). 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.


 






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19.         Expenses.


 


(a)          All
recording fees respecting the Deed, title insurance premiums for the Title Policy, all state and county transfer taxes, and one
half (1/2) of the fee charged by Escrow Holder, shall be borne and paid by Seller.


 


(b)          One
half (1/2) of the fee charged by Escrow Holder shall be borne and paid by Buyer.


 


(c)          The
Homeowners Association transfer fee and the Homeowners Association processing fee shall be paid by Buyer only.


 


(d)          All
other costs, charges, and expenses shall be borne and paid as provided in this Agreement, or in the absence of such provision,
in accordance with custom where the properties in question are located.


 


20.         Intermediaries.
(a) Buyer and Seller acknowledge and agree that there are no brokers involved in connection with this transaction Seller represents
to Buyer, and Buyer represents to Seller, that 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 cause the individual property affected by such event to be an Excluded Property; 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


 




    	18



    	 



    

 


(2)         if
Buyer elects to designate certain properties as Excluded Properties in accordance with Section 21(a)(1), and proceed
to the Closing on the remaining properties, then the Purchase Price will be reduced by the sum of the prices of such excluded properties,
as set forth on Exhibit A. 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 proofs of loss, assignments of claims and other similar items required by the
insurance company.


 


(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 determined 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.
Except as provided in Section 10(a), 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.


 




    	19



    	 



    

 


(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; provided that this Section shall not permit a change in Purchase Price or payment
terms or increase Seller’s liability or obligations.


 


(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, 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.


 


(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
Georgia, LLC


7911 Herschel
Avenue, Suite 201


La Jolla,
California 92037


Phone: 858-459-4000


e-mail: cmc@revenhousingreit.com


e-mail:
mps@revenhousingreit.com


Attention:
Chad Carpenter and Michael Soni


 






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with a copy to:


 


Greenberg Traurig, LLP


1840 Century Park East


Suite 1900


Los Angeles, California
90067


Phone: (310) 586-6505


e-mail: treisterd@gtlaw.com


Attention: Dana S. Treister


 


IF TO SELLER:


 


Red Door Housing, LLC


WFI Funding, Inc.


110 Avenue B


Suite 100


Stafford, Texas 77477


Phone: 832-539-1101


e-mail: rickey.williams@homevestors.com


Attention: Rickey Williams


 


With copies to:


 


Harmon Law Firm, P.C.


14860 Montfort Drive


Suite 111


Dallas, Texas 75254


Phone: 214-874-0019 ext.
231


e-mail: cliff_harmon@harmonlawfirm.com


Attention: Clifford D.
Harmon


 


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


 






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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.


 


(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 Texas; provided that if the dispute involves an individual property the law of the State where such property
is located will apply. In any dispute arising out of or related to this Agreement, an action must be brought in Federal or State
court, as applicable, in the County of Harris, Texas. 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. The prevailing party shall be determined by the court based upon an assessment of which party’s
major arguments made or positions taken in the proceedings could fairly be said to have prevailed over the other party’s
major arguments or positions on major disputed issues in the court’s decision. 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.
This Agreement will not be construed more strictly against either party by virtue of the fact that it was prepared by one party
or its counsel, it being recognized that each party hereto has had the opportunity to review, have its counsel review, and provide
input into this Agreement. 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.


 






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(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 tax deferral strategy. 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)          Bulk
Sales. Seller agrees to indemnify and hold Buyer, any permitted assignee of Buyer’s rights under this Agreement and any
of their respective affiliates, officers, directors, shareholders, members, partners, agents, employees and advisors (collectively,
the “Indemnified Parties”) harmless from and against any and all claims, damages, losses, costs, expenses,
liens, actions and causes of actions (including, without limitation, reasonable attorneys’ fees and expenses) that may be
incurred by, or asserted against, Buyer, any of the other Indemnified Parties or the Property by reason of either such noncompliance
with the Bulk Sales laws applicable in the state or states where the Property is located, or the failure of Seller to have paid
any taxes, penalties or interest which are the subject of such laws. The provisions and obligations of this Section 24(o)
shall survive the Closing.


 


(p)          Confidentiality.
Buyer and its representatives shall hold in strictest confidence all data and information obtained with respect to the operation
and management of the Property, whether obtained before or after the execution and delivery hereof, 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 from disclosing to its 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 provisions of this Section 22(p) shall survive the termination of this Agreement.


 


23.         Closing
Procedures. Notwithstanding anything herein to the contrary, the closing
will be held in accordance with standard Texas procedures for real estate closings, including, but not limited to, the closing
location being the offices of the Title Company, and that the Buyer will remit the Purchase Price to the Title Company to be disbursed
in accordance with the provisions of this Agreement.


 




    	23



    	 



    

 


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


 


	 	SELLER
	 	 
	 	RED DOOR HOUSING LLC, a Texas limited liability company
	 	 	 
	 	By:	/s/ Rickey Williams
	 	Name:	Rickey Williams
	 	 	 
	 	WFI FUNDING, INC., a Texas corporation
	 	 	 
	 	By:	/s/ Rickey Williams
	 	Name:	Rickey Williams


 


[Signatures continue on the following page.]


 




    	24



    	 



    

 


BUYER


 


REVEN HOUSING GEORGIA, LLC, a Delaware limited
liability company


 


By: REVEN HOUSING REIT, INC.,


a Colorado corporation , its sole member


 


	 	By:	/s/ Chad Carpenter
	 	 	Chad Carpenter
	 	 	Chief Executive Officer


 




    	25



    	 



    

 


LIST OF EXHIBITS AND SCHEDULES


 


	EXHIBITS	DESCRIPTIONS
	1.EXHIBIT A-1	DESCRIPTION AND VALUES OF THE 
	EXHIBIT A-2	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
	 	 
	SCHEDULES	DESCRIPTIONS
	1. 6(a)(3)	PROPERTY INFORMATION


 




    	 



    	 



    

 


EXHIBIT
A-1


 


DESCRIPTION
OF PROPERTies


 


	 	 	Address	 	 	Zip	 	 	Allocated Price	 	 	 
	1	 	Denoron 4907	 	 	77048	 	 	$	67,602.65	 	 	 
	2	 	Sailfish 3914	 	 	77571	 	 	$	82,679.50	 	 	This home is owned by Red Door Funding
	3	 	Parker 7322	 	 	77016	 	 	$	66,143.60	 	 	 
	4	 	Brookston3410	 	 	77045	 	 	$	77,816.00	 	 	 
	5	 	Heatherbloom 4015	 	 	77045	 	 	$	65,657.25	 	 	 
	6	 	E Fayle 2101	 	 	77520	 	 	$	63,225.50	 	 	 
	7	 	Kentucky 2003	 	 	77520	 	 	$	63,225.50	 	 	 
	8	 	Akard 4218	 	 	77047	 	 	$	60,307.40	 	 	 
	9	 	Dunkley Dr 905	 	 	77076	 	 	$	65,170.90	 	 	 
	10	 	Seagrove 323	 	 	77571	 	 	$	82,679.50	 	 	This home is owned by Red Door Funding
	11	 	Rosebriar 15919	 	 	77489	 	 	$	77,816.00	 	 	 
	12	 	34th St 4903	 	 	77539	 	 	$	71,979.80	 	 	 
	13	 	Goliad Ave 1502	 	 	77568	 	 	$	65,170.90	 	 	 
	14	 	Knotty Oaks 2707	 	 	77045	 	 	$	62,252.80	 	 	 
	15	 	Wuthering Heights 3107	 	 	77045	 	 	$	65,657.25	 	 	 
	16	 	Hillis 9702	 	 	77078	 	 	$	68,089.00	 	 	 
	17	 	Kings 7106	 	 	77521	 	 	$	66,143.60	 	 	 
	18	 	Beck Ridge 16234	 	 	77053	 	 	$	73,925.20	 	 	 
	19	 	Foxside 7011	 	 	77338	 	 	$	92,406.50	 	 	 
	20	 	Tavenor 4223	 	 	77047	 	 	$	61,280.10	 	 	 
	21	 	Beran 4326	 	 	77045	 	 	$	61,280.10	 	 	 
	22	 	Kathryn 12509	 	 	77015	 	 	$	63,225.50	 	 	 
	23	 	Norell 714	 	 	77530	 	 	$	63,225.50	 	 	 
	24	 	Houston Ave 1208	 	 	77502	 	 	$	77,816.00	 	 	 
	25	 	25th 709	 	 	77590	 	 	$	72,952.50	 	 	 
	26	 	Valley Park 9918	 	 	77078	 	 	$	67,116.30	 	 	 
	27	 	Valley Park 10006	 	 	77078	 	 	$	66,143.60	 	 	 
	28	 	Whispering Willow 23311	 	 	77373	 	 	$	82,679.50	 	 	 
	29	 	Ponderosa 4503	 	 	77521	 	 	$	82,679.50	 	 	 
	30	 	34th Ave 2622	 	 	77590	 	 	$	68,089.00	 	 	 
	31	 	Anthony Hay 2414	 	 	77449	 	 	$	87,543.00	 	 	 
	32	 	Horncastle 818	 	 	77530	 	 	$	70,520.75	 	 	 
	33	 	Hurlingham 3422	 	 	77093	 	 	$	63,225.50	 	 	 
	34	 	E. Delz 343	 	 	77022	 	 	$	65,170.90	 	 	 
	35	 	Crooked Creek 5458	 	 	77017	 	 	$	72,952.50	 	 	 



 




    	Exhibit A – Page 1



    	 



    

 


	36	 	Charriton 3302	 	 	77039	 	 	$	80,734.10	 	 	
	37	 	Brookston 4806	 	 	77045	 	 	$	82,679.50	 	 	 
	38	 	Ridgewest 4915	 	 	77053	 	 	$	68,089.00	 	 	 
	39	 	Folkstone 7731	 	 	77075	 	 	$	92,406.50	 	 	 
	40	 	Bowridge 16211	 	 	77053	 	 	$	80,490.93	 	 	 
	41	 	Charney 8714	 	 	77088	 	 	$	69,061.70	 	 	 
	42	 	Teal Park 15314	 	 	77396	 	 	$	84,624.90	 	 	 
	43	 	Swan Valley 19715	 	 	77443	 	 	$	84,624.90	 	 	 
	44	 	Stover 10350	 	 	77075	 	 	$	75,384.25	 	 	 
	45	 	Maplemont 16339	 	 	77095	 	 	$	92,406.50	 	 	 
	46	 	Ridgecroft Rd 15802	 	 	77053	 	 	$	81,220.45	 	 	 
	47	 	Presidents Dr 4151	 	 	77047	 	 	$	107,969.70	 	 	 
	48	 	Kindlewood 8915	 	 	77099	 	 	$	73,925.20	 	 	 
	49	 	KnottyOaks3314	 	 	77045	 	 	$	67,845.83	 	 	 
	50	 	W Gulf Bank 1495	 	 	77088	 	 	$	70,034.40	 	 	 
	51	 	Cherry Meadow 3806	 	 	77039	 	 	$	69,061.70	 	 	 
	52	 	Buffum 10310	 	 	77051	 	 	$	59,821.05	 	 	 
	53	 	Dragonwick 2722	 	 	77045	 	 	$	66,143.60	 	 	 
	54	 	Knotty Oaks 3219	 	 	77045	 	 	$	66,143.60	 	 	 
	55	 	Cape Hyannis 12202	 	 	77048	 	 	$	66,143.60	 	 	 
	56	 	Dartwood 14122	 	 	77049	 	 	$	73,925.20	 	 	 
	57	 	3rd 2510	 	 	77547	 	 	$	58,362.00	 	 	 
	58	 	Concho 11242	 	 	77072	 	 	$	93,087.39	 	 	 
	59	 	Wavecrest 1607	 	 	77062	 	 	$	116,724.00	 	 	 
	60	 	Bazelbriar 15835	 	 	77489	 	 	$	77,816.00	 	 	 
	61	 	Jane Dr 1907	 	 	77502	 	 	$	77,816.00	 	 	 
	62	 	Timber 202	 	 	77520	 	 	$	82,679.50	 	 	 
	63	 	Belarbor 6315	 	 	77087	 	 	$	60,793.75	 	 	 
	64	 	Ivyknoll 6334	 	 	77035	 	 	$	82,679.50	 	 	 
	65	 	Tylergate Dr	 	 	77373	 	 	$	72,952.50	 	 	 
	66	 	Foredale 9617	 	 	77075	 	 	$	74,897.90	 	 	 
	67	 	Morning Dove 15314	 	 	77396	 	 	$	75,141.08	 	 	 
	68	 	Red Leaf 711	 	 	77090	 	 	$	116,724.00	 	 	 
	69	 	Knotty Post 6026	 	 	77373	 	 	$	77,816.00	 	 	 
	70	 	Brickarbor 1607	 	 	77445	 	 	$	78,788.70	 	 	 
	71	 	Meadow Park 4710	 	 	77048	 	 	$	63,225.50	 	 	 
	72	 	27th 4801	 	 	77539	 	 	$	63,225.50	 	 	 
	73	 	Twinridge 11655	 	 	77099	 	 	$	87,543.00	 	 	 
	74	 	Sunny Dr 2402	 	 	77093	 	 	$	71,007.10	 	 	 
	75	 	Whitchurch Way 13203	 	 	77015	 	 	$	95,324.60	 	 	 
	76	 	Foxhurst 7023	 	 	77338	 	 	$	87,543.00	 	 	 




 




    	2



    	 



    

 


	77	 	Quiet Bend 2735	 	 	77489	 	 	$	87,543.00	 	 	
	78	 	Tenderden 1355	 	 	77530	 	 	$	87,543.00	 	 	 
	79	 	Bintliff 7322	 	 	77074	 	 	$	104,078.90	 	 	 
	80	 	Beaver Trail 11007	 	 	77086	 	 	$	69,304.88	 	 	 
	81	 	Ebbtide 2923	 	 	77045	 	 	$	68,089.00	 	 	 
	82	 	Tidewater 2730	 	 	77045	 	 	$	68,089.00	 	 	 
	83	 	Glenridge 4938	 	 	77053	 	 	$	68,089.00	 	 	 
	84	 	Banton 742	 	 	77530	 	 	$	68,089.00	 	 	 
	85	 	Marleen 1131	 	 	77034	 	 	$	79,761.40	 	 	 
	86	 	Waterchase 7706	 	 	77489	 	 	$	79,761.40	 	 	 
	87	 	Roandale 11618	 	 	77048	 	 	$	72,952.50	 	 	 
	88	 	Navidad 6927	 	 	77083	 	 	$	76,843.30	 	 	 
	89	 	Foredale 9618	 	 	77075	 	 	$	77,816.00	 	 	 
	90	 	Garland 8108	 	 	77017	 	 	$	74,897.90	 	 	 
	91	 	Cleveland 1903	 	 	77502	 	 	$	74,897.90	 	 	 
	92	 	Ripplebrook 3530	 	 	77045	 	 	$	76,843.30	 	 	 
	93	 	Crestwood 2006	 	 	77469	 	 	$	97,270.00	 	 	 
	94	 	Shady Arbor 7035	 	 	77040	 	 	$	97,270.00	 	 	 
	95	 	White Gate Ln 11326	 	 	77069	 	 	$	97,270.00	 	 	 
	96	 	Longbrook 12315	 	 	77099	 	 	$	97,270.00	 	 	 
	97	 	Catbird 16107	 	 	77396	 	 	$	97,270.00	 	 	 
	98	 	Oakside 4010	 	 	77053	 	 	$	72,952.50	 	 	 
	99	 	Foredale 9610	 	 	77075	 	 	$	72,952.50	 	 	 
	100	 	Stover 10801	 	 	77075	 	 	$	72,952.50	 	 	 
	101	 	Vickery 12710	 	 	77039	 	 	$	85,597.60	 	 	 
	102	 	S Navaho Trail 20078	 	 	77449	 	 	$	85,597.60	 	 	 
	103	 	Canterview 1310	 	 	77047	 	 	$	63,225.50	 	 	 
	104	 	Willow Oak 7318	 	 	77521	 	 	$	102,133.50	 	 	 
	105	 	Newgate 23315	 	 	77373	 	 	$	79,761.40	 	 	 
	106	 	Camden 1307	 	 	77502	 	 	$	79,761.40	 	 	 
	107	 	Brookfield 3719	 	 	77045	 	 	$	74,897.90	 	 	 
	108	 	Dayflower 4311	 	 	77449	 	 	$	82,679.50	 	 	 
	109	 	Tiffany 3934	 	 	77045	 	 	$	77,816.00	 	 	 
	110	 	Aldis 10918	 	 	77075	 	 	$	77,816.00	 	 	 
	111	 	Cardinal 712	 	 	77502	 	 	$	77,816.00	 	 	 
	112	 	Mcgallion 11311	 	 	77076	 	 	$	65,170.90	 	 	 
	113	 	Heatherbrook 3919	 	 	77045	 	 	$	75,870.60	 	 	 
	114	 	Addicks Clodine 4003	 	 	77082	 	 	$	92,406.50	 	 	 
	115	 	Valley Wind 9930	 	 	77078	 	 	$	70,034.40	 	 	 
	116	 	Pauline 807	 	 	77502	 	 	$	68,089.00	 	 	 



 




    	3



    	 



    

 


	117	 	6th 401	 	 	77571	 	 	$	68,089.00	 	 	
	118	 	Aberdeen 1113	 	 	77502	 	 	$	65,657.25	 	 	 
	119	 	Lyden Ridge 5522	 	 	77053	 	 	$	73,925.20	 	 	 
	120	 	Fitzwater 4523	 	 	77373	 	 	$	73,925.20	 	 	 
	121	 	Fern valley 8815	 	 	77044	 	 	$	90,461.10	 	 	 
	122	 	Andalusian18530	 	 	77433	 	 	$	81,706.80	 	 	 
	123	 	Quail  Shute 23006	 	 	77389	 	 	$	106,997.00	 	 	 
	124	 	Carmona Ln5010	 	 	77581	 	 	$	106,997.00	 	 	 
	125	 	Shady Brook 2419	 	 	77087	 	 	$	99,215.40	 	 	 
	 	 	TOTAL EXHIBIT A-1	 	 	 	 	 	$	9,656,187.44	 	 	 



 


 


 




    	4



    	 



    

 


EXHIBIT
A-2


 


DESCRIPTION
OF PROPERTies


 


	 	 	Address	 	 	Zip	 	 	Allocated Price	 
	1	 	Whitehall 214	 	 	77060	 	 	$	86,570.30	 
	2	 	Springhaven 6406	 	 	77396	 	 	$	81,706.80	 
	3	 	Sagehill 11203	 	 	77089	 	 	$	99,701.75	 
	4	 	Paddington 6214	 	 	77085	 	 	$	82,679.50	 
	5	 	Sommercoats 922	 	 	77530	 	 	$	82,679.50	 
	6	 	Kirsten 1230	 	 	77568	 	 	$	82,679.50	 
	7	 	Mitchell 1250	 	 	77037	 	 	$	79,275.05	 
	8	 	Dawnridge 7710	 	 	77071	 	 	$	92,406.50	 
	9	 	Overcross 3430	 	 	77045	 	 	$	69,304.88	 
	10	 	Winding Trace 6827	 	 	77086	 	 	$	81,220.45	 
	11	 	Virginia 1809	 	 	77502	 	 	$	81,220.45	 
	12	 	W Fuqua 7439	 	 	77489	 	 	$	74,606.09	 
	13	 	Brown 718	 	 	77536	 	 	$	107,969.70	 
	14	 	Silversmith Ln 23810	 	 	77493	 	 	$	74,897.90	 
	15	 	Tiltree 9945	 	 	77075	 	 	$	77,816.00	 
	16	 	Rosebriar 15827	 	 	77489	 	 	$	77,816.00	 
	17	 	Foy 10610	 	 	77093	 	 	$	63,225.50	 
	18	 	Creekhurst 12115	 	 	77099	 	 	$	92,406.50	 
	19	 	Fall Meadow 1902	 	 	77459	 	 	$	92,406.50	 
	20	 	Tara Blue Ridge 7122	 	 	77469	 	 	$	92,406.50	 
	21	 	Marlen 2412	 	 	77502	 	 	$	82,679.50	 
	22	 	Foxway 7302	 	 	77338	 	 	$	92,406.50	 
	23	 	Kirkland 8714	 	 	77089	 	 	$	106,997.00	 
	24	 	Oak Shadows 4547	 	 	77091	 	 	$	68,089.00	 
	25	 	Washington 3217	 	 	77503	 	 	$	68,089.00	 
	26	 	Darlinghurst 6422	 	 	77085	 	 	$	89,974.75	 
	27	 	Hardwicke Rd 294	 	 	77060	 	 	$	72,952.50	 
	28	 	Barada 10530	 	 	77034	 	 	$	71,493.45	 
	29	 	Glen Shadow 9202	 	 	77088	 	 	$	82,679.50	 
	30	 	Glen Shadow 9311	 	 	77088	 	 	$	82,679.50	 
	31	 	Brookston 4130	 	 	77045	 	 	$	77,816.00	 
	32	 	Knottynold 3923	 	 	77053	 	 	$	77,816.00	 
	33	 	Belle Glen 7818	 	 	77072	 	 	$	77,816.00	 
	34	 	Plumbrook 12106	 	 	77099	 	 	$	77,816.00	 
	35	 	Shelton 993	 	 	77530	 	 	$	82,679.50	 



 




    	5



    	 



    

 


	36	 	Wingdale Dr 15907	 	 	77082	 	 	$	89,488.40	 
	37	 	Dawnmist 20121	 	 	77346	 	 	$	87,543.00	 
	38	 	Sagedowne 10122	 	 	77089	 	 	$	106,997.00	 
	39	 	Pinetex 7326	 	 	77396	 	 	$	87,543.00	 
	40	 	Tilden 205	 	 	77506	 	 	$	65,657.25	 
	41	 	Barcelona 17147	 	 	77546	 	 	$	94,290.79	 
	42	 	Burle Oak 19914	 	 	77346	 	 	$	77,816.00	 
	43	 	Riptide 7606	 	 	77072	 	 	$	82,679.50	 
	44	 	Evesborough 11218	 	 	77099	 	 	$	69,548.05	 
	45	 	Sagewillow 10631	 	 	77089	 	 	$	97,270.00	 
	 	 	TOTAL EXHIBIT A-2	 	 	 	 	 	$	3,743,812.56	 



 




    	6



    	 



    

 


EXHIBIT
B


 


LIST
OF CONTRACTS


 




    	Exhibit B – Page 1



    	 



    

 


EXHIBIT
C


 


FORM
OF DEED


 


SPECIAL WARRANTY DEED 


 


NOTICE OF CONFIDENTIALITY RIGHTS: IF
YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN
INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE
NUMBER.


 


	STATE OF  TEXAS	§	 
	 	§	KNOW ALL MEN BY THESE PRESENTS
	COUNTY OF	§	 


General Warranty Deed ("Deed")


For and in consideration
of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
and confessed, the undersigned, Red Door Housing, LLC, a Texas limited liability company (“Grantor”), whose address
is ____________ has granted, sold, and conveyed, and by these presents does grant, sell and convey, unto _____________________,
a _______________ ("Grantee"), whose address is _________________________, _______________, ________________, the real
property ("Property") located in ___________ County, Texas, more particularly described as follows:


 




    	2



    	 



    

 


______________________________________,
commonly known as _________________, ___________, Texas ____________.


 


TO HAVE AND TO HOLD said premises, together
with all and singular improvements, easements, rights, and appurtenances thereto in any way belonging, unto the said grantees,
their heirs, administrators, executors, successors and assigns forever, and the said grantors hereby bind themselves, their heirs,
successors, and assigns to warrant and forever defend, all and singular, the said premises unto the said grantees, their heirs,
administrators, executors, successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any
part thereof.


 


Executed as of ________________, 2012.


 


	 	Red Door Housing, LLC
	 	 
	 	By:	 


 


 


	STATE OF  TEXAS	§
	§	 
	COUNTY OF 	§


 


This instrument was
acknowledged before me on ______________, 2012 by ________________, ___________________ of Red Door Housing, LLC, a Texas limited
liability company, known to me to be the person whose name is subscribed to the foregoing instrument and who acknowledged to me
that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated.


 





	 	 
	 	Notary Public, State of Texas







 


RETURN TO:


 




    	 



    	 



    

 


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 _____, 2012, 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 _________, 2008.


 


SELLER:


 


_____________, a(n)
_________ limited liability company


 


	 	By: 	 
	 	Name:	 
	 	Its:	 


 




    	Exhibit D – Page 1



    	 



    

 


EXHIBIT
E


 


FORM OF ASSIGNMENT OF LEASES AND CONTRACTS
AND CONTRACTS 


 


THIS ASSIGNMENT OF LEASES AND CONTRACTS AND CONTRACTS (this
“Assignment”) is entered into as of the ____ of _______, 2012 (the “Effective Date”),
between ______________, a(n) ___________ limited liability company (“Assignor”) and ________________,
a(n) __________ limited liability company (“Assignee”)


 


RECITALS


 


Assignor has conveyed
to Assignee those certain parcels of real property and improvements located at the address shown on Exhibit A hereto pursuant to
that certain Single Family Homes Real Estate Purchase and Sale Agreement, dated as of __________, 2012 (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 parcels of real property located in __________ County, Texas, 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.


 




    	Exhibit E – Page 1



    	 



    

 


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 the State of Texas. Venue for any legal
action brought hereunder shall lie exclusively in the state and federal courts situated in Harris County, Texas.


 


IN WITNESS WHEREOF,
Assignor and Assignee have caused this Assignment of Leases and Contracts to be executed as of this ______ day of ________________,
2012.


 


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,
Affiant has executed and delivered this FIRPTA Affidavit as of _____, 2012


 


	 	 
	 	Name:	 


 


	STATE OF  TEXAS	§
	 	§
	COUNTY OF 	§


 


This instrument was acknowledged before
me on ______________, 2012 by ________________, known to me to be the person whose name is subscribed to the foregoing instrument
and who acknowledged to me that he executed the same for the purposes and consideration therein expressed.


 


	 	 
	 	Notary Public, State of Texas


 




    	Exhibit F – Page 2



    	 



    

 


SCHEDULE 6(a)(3)


 


PROPERTY INFORMATION


 


		1.	Copies of all Contracts listed in Exhibit B to this Agreement.



  


		2.	Leases for each property that comprises the Property.
A copy of Seller’s rent rolls for the calendar month in which the Closing occurs and the eleven calendar months preceding
the month in which the Closing occurs.



 


		3.	Copies of all certificates of occupancy and other licenses
and permits, if applicable.



 


		4.	Copies of all environmental, engineering, geo-technical
reports, if applicable.



 


		5.	Insurance loss histories for preceding three calendar
years.



 


		6.	Copies of three most recent real estate tax bills.



 


		7.	A copy of the most recent surveys for the properties
that comprise the Property.



 


		8.	All internal operating statements prepared by Seller,
all cash receipt journals and bank statements relating to the properties, and Seller’s general ledger, each for the period
commencing in January 2011 and ending in the month in which the Closing occurs.



 


		9	Schedule of tangible personal property, if applicable.



 


		10	Detailed reports on aging summary, prepaid rents, refundable security deposits, and miscellaneous
income.



 


		11	Copies of utility bills for the past three months, if applicable.



 


		12	Summary of pending litigation and claims, if applicable.



 


		13	A schedule of all items of repair and maintenance performed by, or at the direction of, Seller
during the 12-month period preceding the Closing. Copies of tenant maintenance and service request logs for the past three months.



 


		14	Capital expenses and fixed asset additions made by, or at the direction of, Seller during the year
preceding the Closing.



 


		15	Any proposed capital improvement budgets and pending proposals or executed contracts for repairs
and maintenance, if applicable.



 




    	 



    	 



    

 


SCHEDULE 6(a)(5)


 


[LIST OF LEASES]