Exhibit 10.1 


 


SECOND AMENDMENT TO REAL ESTATE
PURCAHSE 


AND SALE AGREEMENT  


 


THIS SECOND AMENDMENT
TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of January 31, 2018,
by and between Southeast Equity Properties, LLC, JHB1 Properties, LLC, TWH of Alabama,
LLC, Robert E Lee Living Trust, Vulcan Pacific, LLC, USA Regrowth Fund, LLC, Novato Ventures, LLC, Besaid, LLC, Thrive SF Capital
Group, LLC, JMZ Partners, LLC, Capital Concepts NW, LLC, BP Fund, LLC (collectively, “Seller”), and REVEN
HOUSING REIT, INC., a Maryland corporation (“Buyer”).


 


RECITALS:


 


WHEREAS, Seller
and Buyer entered into that certain Real Estate Purchase and Sale Agreement October 12, 2017, as amended by that certain Amendment
to Real Estate Purchase and Sale Agreement dated December 14, 2017 (collectively, the “Contract”), pursuant
to which Seller agreed to sell to Buyer certain real property consisting of 40 single family homes in the State of Alabama, as
more particularly described in the Contract, together with all of the improvements and structures located thereon, any heating
and ventilating systems 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”); and


 


WHEREAS, Seller
and Buyer desire to amend the Contract in certain respects, all as more particularly described hereinbelow.


 


AGREEMENT:


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants contained in the Contract, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by each of the parties, Seller and Buyer hereby agree as follows:


 


1.       Seller and
Buyer hereby stipulate and agree that thirteen (13) of the single family homes comprising the Premises are being
excluded from the transaction contemplated under the Contract. Section 1 of the Contact is hereby amended to provide that the
Premises shall mean those certain twenty-seven (27) single family homes identified and generally described on Exhibit
A attached to this Amendment, together with all of the Improvements (as defined in the Contract), any heating and
ventilating systems and other fixtures located therein or thereon, and all rights, interests, benefits, privileges, easements
and appurtenances to the land and the Improvements, if any. Exhibit A-2 attached to the Contract is hereby deleted in its
entirety and replaced with Exhibit A attached hereto.


 


2.       The Contract
is hereby amended to provide that the Purchase Price shall mean $1,659,000.00, subject to adjustments in accordance with the
provisions of the Contract.


 


3.       The
Contract is hereby amended to provide that the Closing Date shall occur on February 15, 2018, or such earlier date as may be agreed
upon in writing by Seller and Buyer.


 


4.       Seller
and Purchaser hereby stipulate and agree that the Necessary Repairs (as defined in the Contract) shall mean the work described
on Exhibit B attached to this Amendment, which Seller has elected to perform prior to and/or after Closing, in accordance
with the provisions of the Contract. Furthermore, Seller and Purchaser hereby stipulate and agree that the Purchase Price Escrow
Repair Holdback (as defined in the Contract) shall be in the amount of $121,750.00, and shall be distributed by the Escrow Holder
in accordance with the provisions of the Contract.


 


5.        All
capitalized terms found in the Contract shall have the same meaning when used in this Amendment. This Amendment may be executed
by facsimile or electronic signatures, which for all purposes shall be deemed to constitute originals. In addition, this Amendment
may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one instrument.


 



     


     


    




6.       Except
as amended hereby, all terms and provisions of the Contract are and remain in full force and effect as therein written and are
reinstated, ratified, and/or confirmed if and to the extent required to affirm the continuing validity of the Contract.


 


7.       In
the event of a conflict between the terms of this Amendment and those of the Contract, the terms of this Amendment shall govern
and control.


 


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


 


 


 


 


 


 


 


 


[SIGNATURE PAGE FOLLOWS]


 






     


     


    




	 	 [Signature Pages for Seller]


 


 


Southeast
Equity Properties, LLC, an Alabama limited liability company


 


By:/s/ Justin Harrison


Name:Justin Harrison


Title:Owner/Member


 


JHB1 Properties,
LLC, an Alabama limited liability company


 


By:/s/ Justin Harrison


Name:Justin Harrison


Title:Owner/Member


 


TWH of Alabama,
LLC, an Alabama limited liability company


 


By:/s/ Justin Harrison


Name:Justin Harrison


Title:Owner/Member


 


Robert E Lee
Living Trust, a trust formed under the laws of the State of California


 


By:/s/ Jeff Welles


Name:Jeff Welles


Title:Trustee


 


Vulcan Pacific,
LLC, a California limited liability company


 


By:/s/ Jeff Welles


Name:Jeff Welles


Title:Managing Member


 


USA Regrowth
Fund, LLC, an Alabama limited liability company


 


By:/s/ Jay Hinrichs


Name:Jay Hinrichs


Title:Owner


 


Novato Ventures,
LLC, an Alabama limited liability company


 


By:/s/ Jay Hinrichs


Name:Jay Hinrichs


Title:Owner


 


Besaid, LLC,
an Alabama limited liability company


 


By:/s/ Jay Hinrichs


Name:Jay Hinrichs


Title:Owner






 





 



     


     


    







	 	 Thrive SF
Capital Group, LLC, an Alabama limited liability company


 


By:/s/ Jay Hinrichs


Name:Jay Hinrichs


Title:Owner


 


JMZ Partners,
LLC, an Alabama limited liability company


 


By:/s/ Jay Hinrichs


Name:Jay Hinrichs


Title:Owner


 


Capital Concepts
NW, LLC, an Alabama limited liability company


 


By:/s/ Jay Hinrichs


Name:Jay Hinrichs


Title:Owner


 


BP Fund, LLC, an Alabama limited
liability company


 


By:/s/ Jay Hinrichs


Name:Jay Hinrichs


Title:Owner


 


 


[End of Signature Pages of Seller]






 


 



     


     


    







	 	 [Signature Page for Buyer]


 


REVEN HOUSING REIT, INC.,


a Maryland corporation


 


 


By:/s/ Chad Carpenter


Chad Carpenter


Chief Executive Officer