Exhibit 10.1


 


 


 


ASSIGNMENT AND ASSUMPTION OF SINGLE
FAMILY HOMES REAL ESTATE





PURCHASE AND SALE AGREEMENT


 


THIS ASSIGNMENT AND
ASSUMPTION OF SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Assignment”) is made
and entered into as of March 13, 2015 (the “Effective Date”), by and between REVEN HOUSING FLORIDA, LLC,
a Delaware limited liability company (“Assignor”), and REVEN HOUSING FLORIDA 2, LLC, a Delaware limited
liability company (“Assignee”).


 


RECITALS


 


A.  ADCIP, LLC, a
Delaware limited liability company, ADCIP II, LLC, a Delaware limited liability company, APICDA, LLC, a Delaware limited liability
company, BPICDA, LLC, a Delaware limited liability company, CPICDA, LLC, a Delaware limited liability company, DPICDA, LLC, a Delaware
limited liability company, EPICDA, LLC, a Delaware limited liability company and FPICDA, a Delaware limited liability company,
(collectively, the “Sellers”), and Assignor (the “Buyer”), entered into that
certain Single Family Homes Real Estate Purchase and Sale Agreement, dated as of January 30, 2015 (as amended from time to time,
the “Agreement”), governing the purchase and sale of certain single family homes in the State of Florida.
Terms capitalized and not otherwise defined in this Assignment shall have the meanings ascribed to them in the Agreement;


 


B.  Assignor may
assign its right, title and interest in and to the Agreement to an affiliate, without Seller’s consent, pursuant to Section
22(g) of the Agreement. Assignee is an affiliate of Assignor as defined in the Agreement; and


 


C.  Assignor and
Assignee desire to evidence the assignment of all of Assignor’s right, title and interest in and to the Agreement to Assignee,
and the assumption by Assignee of the obligations of Assignor under the Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in
reliance on the preceding recitals, and in consideration of the promises contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.  Assignment


 


      Assignor hereby transfers,
assigns and conveys, without recourse, representation or warranty, express or implied (except as expressly provided in Section
3 below), all of Assignor’s rights, interests, liabilities and obligations in and to the Property, and all of Assignor’s
rights, interests, liabilities and obligations under the Agreement (and related documents) to acquire same to Assignee, including,
without limitation, all of its right, title and interest in and to all deposits made pursuant to the Agreement and any and all
interest earned thereon.


 


2.  Assumption


 


      Assignee hereby assumes
all such rights, interests, liabilities and obligations, and joins in all representations, warranties, releases, and indemnities,
of Assignor under the Agreement (and related documents) relating to such Property and the Agreement (and related documents) assigned
to it above. Notwithstanding the preceding, Assignor agrees that Assignor will not be released from any liabilities or obligations
arising under the Agreement.


 






    	 



    	 



    

 


3.  Representations
and Warranties


 


      Notwithstanding anything
stated to the contrary contained in Section 1 of this Assignment, Assignor hereby represents and warrants to Assignee that
it is the owner of all of the right, title and interest of the Buyer under the Agreement and that it has not previously assigned
any of its right, title or interest in and to the Agreement.


 


4.  Release
Under Agreement. Upon consummation of the transactions contemplated by the Agreement, Assignor shall be automatically released
from its obligations under the Agreement.


 


5.  Miscellaneous


 


i.      Time is of the
essence with respect to the terms of this Assignment.


 


ii.     This Assignment
may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. An electronically transmitted counterpart of this Assignment shall constitute an original for all
purposes.


 


IN WITNESS WHEREOF,
the parties hereto have executed this Assignment as of the date first above written.


 










	 	ASSIGNOR:
	 	 
	 	REVEN HOUSING FLORIDA, LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By:	/s/ Chad Carpenter
	 	 	Chad Carpenter
	 	 	Chief Executive Officer
	 	 	 


 


	 	ASSIGNEE:
	 	 
	 	REVEN HOUSING FLORIDA 2, LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By:	/s/ Chad Carpenter
	 	 	Chad Carpenter
	 	 	Chief Executive Officer