THIRD AMENDMENT TO


REAL ESTATE PURCHASE AND SALE AGREEMENT


 


THIS THIRD AMENDMENT
TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Third Amendment") is made as of January 7, 2013, by and between
WRI CAPITAL GROUP II LLC, a Georgia limited liability company (“Seller”), and REVEN HOUSING GEORGIA,
LLC, a Delaware limited liability company (“Buyer”), as successor in interest to REVEN ACQUISITIONS,
LLC, a Delaware limited liability company (“Original Buyer”) with reference to the following recitals:


 


RECITALS


 


A.Seller and Original
Buyer entered into that certain Single Family Homes Real Estate Purchase and Sale Agreement, dated as of July 30, 2012, and that
certain First Amendment to Real Estate Purchase and Sale Agreement dated as of August 14, 2012 and that certain Second Amendment
to Real Estate Purchase and Sale Agreement dated as of October 16, 2012 (collectively, the "Purchase Agreement"),
pursuant to which Seller agreed to sell and Buyer agreed to purchase from Seller, that certain real property consisting of nine (9)
single family homes, in the City of Atlanta, Georgia, and which is more particularly defined in the Purchase Agreement as the “Property,”
all upon the terms and subject to the conditions contained in the Purchase Agreement.


 


B.On or about October 25, 2012, Original Buyer assigned
its interest in the Purchase Agreement to Buyer


 


C.Buyer has purchased from Seller
the Initial Five Homes. Seller agrees to give Buyer a four thousand dollar ($4,000.00) deferred maintenance credit on the escrow
closing statement for repairs on the Initial Five Homes. Buyer agrees that all tenant repairs on the Initial Five Homes purchased
shall be the responsibility of the Buyer and Buyer will not contact the Seller regarding these repairs after the close of escrow.
Seller agrees to maintain the existing four homes up to the close of escrow and complete all tenant repair requests and move in
punch list items outstanding before the close of escrow. All new tenant repairs request after the close of escrow will be the responsibility
of the Buyer. Accordingly, Buyer desires to purchase the Remaining Homes pursuant to the terms of Third Amendment.


 


D.Therefore, Seller
and Buyer have agreed to amend the Purchase Agreement as set forth in this Third Amendment.


 


AGREEMENT


 


NOW, THEREFORE, in
reliance on the foregoing recitals, and in consideration of the mutual covenants contained herein, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, Seller and Buyer hereby agree as follows:


 


1.                 
Definitions. All initially-capitalized terms used in this Third Amendment without definition shall have the meanings
given such terms in the Purchase Agreement.


 






    	 



    	 



    
  


2.                 
Remaining Homes Closing. Buyer shall acquire the Remaining Homes upon three (3) days prior notice to Seller,
at the prices set forth in this Section 2.


 


	Address	Purchase Price
	 	 
	1.  1740 Camden Forrest Trail Riverdale, Georgia	 $66,261.82
	2.  11352 Michelle Way Hampton, Georgia	 $64,368.63
	3.  205 Highgate Trail, Covington, Georgia	 $66,261.82
	4.  924 Lake Terrace Drive, Stone Mountain, Georgia	 $66,261.82


 


3.                 
Title to Michelle Way. Seller must cause title to the Michelle Way house to be vested in Seller, and deliver evidence
of such vesting to Buyer, as title to that home is currently vested in a third party.


 


4.                 
Seller Representation Regarding Tenants. Seller hereby represents and warrants that each tenant of the Remaining
Homes is occupying its respective home and is current in the payment of rent, and no default currently exists and no condition
exists, which, with the passage of time may become a default under any of the Leases that apply to the Remaining Homes.


 


5.                 
Counterparts. This Third Amendment may be executed in counterparts, each of which shall be an original and when all
counterparts are taken together they will constitute one and the same agreement.


 


6.                 
Electronic Signatures. Seller and Buyer may deliver their respective signatures to this Third Amendment by facsimile,
e-mail, or other electronic transmission. A party that receives an executed signature page from the other party by electronic transmission
may rely upon that signature page as if it was a signed original.


 


  


IN WITNESS WHEREOF,
each party hereto has caused this Third Amendment to be duly executed on its behalf as of the day and year stated above.


 


  


[Signatures appear on
the following page.]


 






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		SELLER:	WRI CAPITAL GROUP II LLC,



a
Georgia limited liability company


 


 


		By:	/s/ Lance Popp



		Name:	Lance Popp



		Its:	Managing Member



 


 


 


		BUYER:	REVEN GEORGIA HOUSING, LLC,



a
Delaware limited liability company


 


 


SOLE
MEMBER:


 


REVEN HOUSING REIT,
        INC.,


a Colorado corporation


 


 


		By:	Chad Carpenter



		Name:	Chad Carpenter



		Its:	Chief Executive Officer




 






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