Exhibit 10.1


 


FOURTH AMENDMENT TO 


SINGLE FAMILY HOMES REAL ESTATE PURCHASE
AND SALE AGREEMENT


 


THIS FOURTH AMENDMENT
TO SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Fourth Amendment”) is made as of
September 23, 2015 between RED DOOR HOUSING, LLC, a Texas limited liability company (“Seller”) and
REVEN HOUSING TEXAS, LLC, a Delaware limited liability company (“Buyer”) with reference to the following
recitals:


 


RECITALS


 


A.Seller and Buyer entered into
that certain Single Family Homes Real Estate Purchase and Sale Agreement dated as of September 26, 2014, pursuant to which Seller
agreed to sell to Buyer and Buyer agreed to purchase from Seller, 100 single family homes in the State of Texas, as amended by
that certain First Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of January 26, 2015, that
certain Second Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of May 11, 2015, and that certain
Third Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of August 12, 2015 (as amended, the “Agreement”).


 


B.Seller and Buyer
desire to amend the Agreement in accordance with the terms of this Fourth 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, Buyer and Seller 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. The following shall be added to the end of the Purchase Price section contained
in the Basic Terms of the Agreement as follows:



 


“Purchase Price:
The aggregate Purchase Price for the Property shall be subject to adjustment in accordance with the provisions of the Agreement,
which, notwithstanding anything stated in this Agreement to the contrary, shall be payable by Buyer to Seller on the (i) Closing
Date in an amount equal to the Assigned Home Value (defined below) of the applicable properties, and (ii) any Accelerated Closing
Date (defined below) in an amount equal to the Assigned Home Value of the properties listed in the Property Notice (defined below).”


 






     


     


    

 


		3.	Due Diligence Period. The Due Diligence Period pursuant to the Basic Terms of the Agreement
is hereby deleted in its entirety and amended to read as follows:



 


“Due Diligence Period:
Subject to the “Acceleration of the Due Diligence Period and Closing Date” provision in the Basic Terms and Section
7 below, the period commencing on the Effective Date and ending on December 31, 2015.”


 


		4.	Due Diligence Period; Post-Closing Inspection Reports. Section 7(a) of the Agreement is
hereby deleted in its entirety and amended to read as follows:



 


“(a)Subject
to the “Acceleration of the Due Diligence Period and Closing Date” provision in the Basic Terms, Buyer shall have a
period commencing on the Effective Date and ending at 6:00 PM Pacific Time on December 31, 2015 (the “Due Diligence
Period”) to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion,
to determine whether Buyer desires to purchase the Property.”


 


		5.	Basic Terms. The following shall be added to the end of the Basic Terms of the Agreement:



 


“Acceleration
of the Due Diligence Period and Closing Date: Upon five (5) business days’ written notice from Buyer to Seller, Buyer
may elect to purchase from Seller any or all of the properties listed on Exhibit A attached hereto by delivering written notice
(the “Property Notice”) of its election to accelerate the Due Diligence Period and Closing Date on those
properties listed in the Property Notice (the “Accelerated Closing” and the date specified in the Property
Notice shall be the “Accelerated Closing Date”). For the avoidance of doubt, the terms of the Agreement
shall remain in effect for those properties not included in the Property Notice.”


 


		6.	Purchase Price; Deposit; Excluded Properties. The last sentence in Section 5(a)(1) of the
Agreement is hereby deleted in its entirety and amended to read as follows:



 


“At any Accelerated Closing,
Buyer shall receive a credit against the Purchase Price in an amount equal to the quotient of the Deposit divided by the percentage
of the Purchase Price allocated to such Accelerated Closing, and at the Closing, Buyer shall receive a credit against the Purchase
Price in an amount equal to the remainder of the Deposit that Buyer did not receive a credit against the Purchase Price at the
Accelerated Closing. Notwithstanding anything to the contrary contained in this Agreement, if this Agreement is terminated after
the consummation of any Accelerated Closing, or the Closing fails to occur, for any reason other than Buyer’s failure to
complete the acquisition of the Property when it is obligated to do so under the terms of this Agreement, the remainder of the
Deposit that Buyer did not receive a credit against the Purchase Price at any Accelerated Closing shall be promptly returned to
Buyer.”


 






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		7.	Governing Law. This Fourth Amendment shall be governed by the laws of the State of Texas.



 


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



 


		9.	Counterparts. This Fourth 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 Fourth Amendment shall constitute an original for all purposes.



 


		10.	Miscellaneous. This Fourth 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
Fourth Amendment and the Agreement, the provisions of this Fourth Amendment shall govern and control. This Fourth Amendment shall
be binding upon and shall inure to the benefit of Buyer and Seller and their respective successors and assigns, if any.



 


 


[Remainder of Page Intentionally Left Blank]


 


 






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


 





	 	SELLER
	 	 
	 	RED DOOR HOUSING, LLC,
	 	a Texas limited liability company
	 	 
	 	By:	/s/ Ricky Williams
	 	 	Ricky Williams, Managing Partner


 


 


	 	BUYER
	 	 
	 	REVEN HOUSING TEXAS, LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	REVEN HOUSING REIT, INC.,
	 	 	a Maryland corporation,
	 	 	its sole member


 


 








	 	 	By:	/s/ Chad Carpenter
	 	 	 	Chad Carpenter
	 	 	 	Chief Executive Officer


 


 








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