SECOND AMENDMENT TO


SINGLE FAMILY HOMES REAL ESTATE PURCHASE
AND SALE AGREEMENT


 


 


THIS SECOND AMENDMENT
TO SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Second Amendment") is made as of
June 19, 2014 by and among H&J PROPERTIES, LLC, a Tennessee limited liability company (“Seller”)
and REVEN HOUSING REIT, INC., a Maryland corporation (“Buyer”), with reference to the following recitals:


 


RECITALS


 


A.Whereas, Seller
and Buyer entered into that certain Single Family Homes Real Estate Purchase and Sale Agreement dated April 24, 2014 (“Agreement”)
pursuant to which Seller agreed to sell and Buyer agreed to purchase from Seller, forty-eight (48) single family homes in the city
of Memphis, Tennessee.


 


B.Whereas, Seller and Buyer executed
the First Amendment to Single Family Homes Real Estate Purchase and Sale Agreement on May 31, 2014 (the “First Amendment”)
to amend the Agreement to increase the number of homes sold by Seller and Purchased by Buyer to sixty-one (61) (collectively, the
“Property”), to increase the Purchase Price, and to extend the Due Diligence Period.


 


C.Whereas, Seller and Buyer have
agreed to further amend the Agreement to again extend the Due Diligence Period and to change certain of the homes constituting
the Property.


 


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. All initially-capitalized terms used in this Second Amendment without definition shall have the meanings
given such terms in the Agreement.


 


2.                 
Due Diligence Period. The Due Diligence period is hereby extended until June 30, 2014.


 


3.                 
Exhibit A. Exhibit A attached to the First Amendment is hereby deleted in its entirety and is replaced with the document
attached hereto as Exhibit A.


 


4.                 
Governing Law. This Second Amendment shall be governed by the laws of the State of Tennessee.


 


5.                 
Full Force and Effect. Except as modified herein, Buyer and Seller agree and affirm that the Agreement remains in
full force and effect.


 






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


 


7.                 
Miscellaneous. This Second Amendment, together with the First Amendment and 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 the
Second Amendment, the First Amendment, and the Agreement, the provisions of this Second Amendment shall govern and control. This
Second Amendment shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective successors and assigns,
if any.


 


 


 


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IN WITNESS WHEREOF, Buyer and Seller have
caused this Second Amendment to be duly executed on their behalfs as of the day and year first stated above.


 


 





	 	SELLER
	 	 
	 	H&J PROPERTIES, LLC, a Tennessee limited liability company
	 	 
	 	 
	 	By: /s/ Hulet T. Gregory                  
	 	Name:  Hulet T. Gregory
	 	Its:       Chief Member                      
	 	 
	 	 
	 	BUYER
	 	 
	 	 
	 	Reven HOUSING REIT, INC., a Maryland corporation
	 	 
	 	 
	 	 
	 	By:    /s/ Thad L. Meyer                 
	 	           Thad L. Meyer
	 	           Chief Financial Officer







 


 


 






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EXHIBIT A


 


[See attached]




 






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