Exhibit 10.1


 


SEVENTH AMENDMENT TO 


SINGLE FAMILY HOMES REAL ESTATE PURCHASE
AND SALE AGREEMENT


 


THIS SEVENTH AMENDMENT
TO SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Seventh Amendment”) is made as
of February 12, 2016 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, that certain Fourth
Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of September 28, 2015, that certain Fifth Amendment
to Single Family Homes Real Estate Purchase and Sale Agreement dated as of October 13, 2015 (the “Fifth Amendment”),
and that certain Sixth Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of December 23, 2015 (as
amended, the “Agreement”).


 


 B. Original Sellers and Buyer added Additional Seller as a party to the Agreement pursuant to the Fifth Amendment.




 


C.Seller and Buyer
desire to amend the Agreement in accordance with the terms of this Seventh 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.	Basic Terms. Pursuant to the “Closing and Closing Date” section in the Basic
Terms of the Agreement, the Second Closing Properties will close on April 30, 2016 and the Second Closing Date will be April 30,
2016. For purposes of the Agreement, any references to the defined terms “Second Closing Properties” and “Second
Closing Date” shall have the meanings as set forth herein.



 


		3.	Deposit. Upon execution of this Seventh Amendment, the remainder of the Deposit, $56,900.92,
will become non-refundable to Buyer and released to Seller by escrow immediately upon signing this Seventh Amendment and no later
than February 16, 2016. For the avoidance of doubt, at the Closing, Buyer shall receive a credit for the amount of the Deposit
released which is $56,900.92 and will be applied against the Purchase Price of homes purchased.



 






     


     


    

 


		4.	Governing Law. To the extent enforceable, Seller and Buyer agree that this Seventh 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 Seventh
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 Seventh Amendment.



 


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



 


		6.	Counterparts. This Seventh 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 Seventh Amendment shall constitute an original for all purposes.



 


		7.	Miscellaneous. This Seventh 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
Seventh Amendment and the Agreement, the provisions of this Seventh Amendment shall govern and control. This Seventh 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 Seventh Amendment to be duly executed as of the day and year first written above.


  


	 	SELLER
	 	ADCIP, LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Jonathan Philips
	 	 	Jonathan Philips,
	 	 	Managing Director
	 	 	 
	 	 	 
	 	ADCIP II, LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Jonathan Philips
	 	 	Jonathan Philips,
	 	 	Managing Director
	 	 	 
	 	 	 
	 	APICDA, LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Jonathan Philips
	 	 	Jonathan Philips,
	 	 	Managing Director
	 	 	 
	 	 	 
	 	BPICDA, LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Jonathan Philips
	 	 	Jonathan Philips,
	 	 	Managing Director
	 	 	 
	 	 	 
	 	CPICDA, LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Jonathan Philips
	 	 	Jonathan Philips,
	 	 	Managing Director
	 	 	 
	 	 	 
	 	DPICDA, LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Jonathan Philips
	 	 	Jonathan Philips,
	 	 	Managing Director
	 	 	 



 






     


     


    

 


	 	EPICDA, LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Jonathan Philips
	 	 	Jonathan Philips,
	 	 	Managing Director
	 	 	 
	 	 	 
	 	FPICDA, LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Jonathan Philips
	 	 	Jonathan Philips,
	 	 	Managing Director
	 	 	 
	 	 	 
	 	BUYER
	 	 	 
	 	REVEN HOUSING FLORIDA 2, LLC, 
	 	a Delaware limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Chad Carpenter
	 	 	Chad Carpenter
	 	 	Chief Executive Officer