Exhibit 10.1





 


SECOND AMENDMENT TO REAL ESTATE



PURCHASE AND SALE AGREEMENT



 


 


THIS SECOND AMENDMENT
TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of October 31, 2017,
by and between A & J INVESTMENTS, LLC, an Alabama limited liability company, and MFJ, LLC, an Alabama limited liability company
(collectively, “Seller”), and REVEN HOUSING ALABAMA, LLC, a Delaware limited liability company (“Buyer”).


 


RECITALS:


 


WHEREAS, Seller
and Buyer entered into that certain Real Estate Purchase and Sale Agreement dated September 6, 2017, as amended by that certain
Amendment to Real Estate Purchase and Sale Agreement dated September 27, 2017 (collectively, the “Contract”),
pursuant to which Seller agreed to sell to Buyer certain real property consisting of 50 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”);


 


WHEREAS, pursuant
to the Contract, Buyer notified Seller of two (2) single family homes that Buyer elected to exclude from the transaction contemplated
thereunder;


 


WHEREAS, the
Due Diligence Period (as defined in the Contract) is scheduled to expire on October 31, 2017;


 


WHEREAS, Buyer
has requested to further extend the Due Diligence Period; 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.        The
Contract is hereby amended to provide that the Purchase Price shall mean $3,127,708.00, subject to the prorations and adjustments
set forth in Section 17 of the Contract.


 


2.       The
Contract is hereby amended to provide that the Due Diligence Period shall expire on December 15, 2017.


 


3.       The
Contract is hereby amended to provide that the Closing Date shall occur on December 15, 2017.


 


4.       Exhibit A to the
Contract is amended to delete the houses identified as numbers 16 and 17.


 


5.       The following Sections
of the Contract are hereby deleted in their entirety: 5(c), 7(d), 7(e), and 22(q). In addition, except for its first sentence,
Section 10(a) is hereby deleted in its entirety.


 


6.       At
Closing, Buyer shall receive a credit in the amount of $352,875.00 (the “Deferred Maintenance Credit”), as consideration
for deferred maintenance of the Property. The Deferred Maintenance Credit shall be reflected as a separate line item on the settlement
statement to be executed by Seller and Buyer at Closing.


 


7.       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.


 






     


     


    

 


8.       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.


 


9.       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.


 


 


 


 


 


 


[signature page follows]


 




     


     


    

 





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


 


	 	SELLER
	 	 	 
	 	A & J INVESTMENTS, LLC, an Alabama limited liability company
	 	 	 
	 	By: Foundation Residential Acquisition Fund I, LLC, its Sole Member
	 	 	 
	 	By: Foundation Fund Management Company, LLC, its Manager
	 	 	 
	 	 	 
	 	By:	/s/ John J. Thomas	 
	 	 	John J. Thomas,
	 	 	Vice President
	 	 	 
	 	 	 
	 	MFJ, LLC, an Alabama limited liability company
	 	 	 
	 	By: Foundation Residential Acquisition Fund I, LLC, its Sole Member
	 	 	 
	 	By: Foundation Fund Management Company, LLC, its Manager
	 	 	 
	 	 	 
	 	By:	/s/ John J. Thomas	 
	 	 	John J. Thomas,
	 	 	Vice President
	 	 	 
	 	 	 
	 	BUYER
	 	 	 
	 	REVEN HOUSING ALABAMA, LLC, 
	 	a Delaware limited liability company 
	 	 	 
	 	 	 
	 	By:	/s/ Chad Carpenter	 
	 	 	Chad Carpenter, 
	 	 	Chief Executive Officer