Exhibit 10.5


 





FIFTH AMENDMENT TO 


SINGLE FAMILY HOMES REAL ESTATE PURCHASE
AND SALE AGREEMENT


 


THIS FIFTH AMENDMENT TO SINGLE FAMILY HOMES
REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Fifth Amendment”) is made as of October 13, 2015 between
ADCIP, LLC, a Delaware limited liability company, ADCIP II, LLC, a Delaware limited liability company (collectively, “Original
Sellers”), 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 LLC, a Delaware limited liability company, (collectively, the “Additional Seller”;
and together with Original Sellers, collectively, “Seller”) and REVEN HOUSING FLORIDA 2, LLC, a Delaware
limited liability company (“Buyer”) with reference to the following recitals:


 


RECITALS


 


A.Original Sellers and Buyer entered into that certain
Single Family Homes Real Estate Purchase and Sale Agreement dated as of February 27, 2015, pursuant to which Seller agreed to sell
to Buyer and Buyer agreed to purchase from Seller, 140 single family homes in the State of Florida, as amended by that certain
First Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of March 17, 2015, that certain Second
Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of May 14, 2015, that certain Third Amendment
to Single Family Homes Real Estate Purchase and Sale Agreement dated as of August 13, 2015 and that certain Fourth Amendment to
Single Family Homes Real Estate Purchase and Sale Agreement dated as of September 28, 2015 (as amended, the “Agreement”).


 


B.Original Sellers and Buyer desire
to amend the Agreement to add Additional Seller as a party to the Agreement in accordance with the terms of this Fifth Amendment.


 


NOW THEREFORE, in consideration of the mutual
agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Seller and Buyer hereby agree as follows:


 


AGREEMENT


 


		1.	Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in
the Agreement.



 


		2.	Acknowledgement and Joinder of Additional Seller. Additional Seller hereby acknowledges, agrees and assumes all rights,
interests, liabilities and obligations (including the agreement to sell, convey and assign the Property to Buyer upon the terms
and conditions set forth in the Agreement), and joins in all representations, warranties, releases, and indemnities, of “Seller”
under the Agreement (and related documents), and Original Sellers hereby acknowledge and agree that Additional Seller shall be
deemed a “Seller” under the Agreement (and related documents) for all purposes.







     


     


    

 


		3.	Governing Law. To the extent enforceable, Seller and Buyer agree that this Fifth Amendment shall be governed in all
respects by the internal laws of the State of Delaware; provided that if the dispute involves an individual property, the law of
the State where such property is located shall apply. In any dispute arising out of or related to this Fifth Amendment, an action
must be brought in Federal or State court, as applicable, in the County of Los Angeles, California. The provisions of this Section
3 shall survive the termination of this Fifth Amendment.



 


		4.	Full Force and Effect. Except as modified by this Fifth Amendment, the Agreement is unchanged, and is hereby ratified
and acknowledged by Seller and Buyer to be in full force and effect.



 


		5.	Counterparts. This Fifth Amendment 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 Fifth
Amendment shall constitute an original for all purposes.



 


		6.	Miscellaneous. This Fifth Amendment, together with the Agreement, sets forth the entire agreement between the parties
with respect to the subject matter set forth herein and therein and may not be modified, amended or altered except by subsequent
written agreement between the parties. In case of any inconsistency between the provisions of this Fifth Amendment and the Agreement,
the provisions of this Fifth Amendment shall govern and control. This Fifth Amendment shall be binding upon and shall inure to
the benefit of Seller and Buyer and their respective successors and assigns, if any.



 


 


 





 


[Remainder of Page Intentionally Left Blank]






     


     


    

 


 


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


 


 





	 	


SELLER


 


ADCIP,
LLC,


a
Delaware limited liability company


 


 


By:/s/
Terrell Wolfram               

Name:Terrell Wolfram                 


Its:
Managing Director                


 


 


ADCIP
II, LLC,


a
Delaware limited liability company


 


 


By:/s/
Terrell Wolfram                

Name:Terrell Wolfram                  


Its:
Managing Director                  


 


 


APICDA,
LLC,


a
Delaware limited liability company


 


 


By:/s/
Terrell Wolfram                 

Name:Terrell Wolfram                   


Its:
Managing Director                  


 


 


BPICDA,
LLC,


a
Delaware limited liability company


 


 


By:/s/
Terrell Wolfram                   

Name:Terrell Wolfram                     


Its:
Managing Director                    


 


 


CPICDA,
LLC,


a
Delaware limited liability company


 


 


By:/s/
Terrell Wolfram                    

Name:Terrell Wolfram                     


Its:
Managing Director                     





 






     


     


    




 


 





	 	DPICDA,
LLC,


a
Delaware limited liability company


 


 


By:/s/
Terrell Wolfram                    

Name:Terrell Wolfram                     


Its:
Managing Director                     


 


 


EPICDA,
LLC,


a
Delaware limited liability company


 


 


By:/s/
Terrell Wolfram                    

Name:Terrell Wolfram                     


Its:
Managing Director                     


 


 


FPICDA,
LLC,


a
Delaware limited liability company


 


 


By:/s/
Terrell Wolfram                    

Name:Terrell Wolfram                     


Its:
Managing Director                     


 


 


 


BUYER


 


REVEN
HOUSING FLORIDA 2, LLC,


a
Delaware limited liability company


 





 


By:/s/
Chad Carpenter                     


       Chad
Carpenter


       Chief
Executive Officer