FIRST AMENDMENT TO


SINGLE FAMILY HOMES REAL ESTATE PURCHASE
AND SALE AGREEMENT


 


 


THIS FIRST AMENDMENT
TO SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT (this "First Amendment") is made as of June
25, 2014 by and among BGF HOMES, LLC, a Florida limited liability company, CJJ DEVELOPMENT II, LLC, a Florida limited liability
company, DCCF PROPERTIES, LLC, a Florida limited liability company, NBJW PROPERTIES, LLC, a Florida limited liability company,
NORTH JACKSONVILLE RENTALS, LLC, a Florida limited liability company, RAMS REAL ESTATE HOLDINGS, LLC, a Florida limited liability
company, and OBADIAH G. DORSEY, an individual, (collectively, “Seller”) and REVEN HOUSING REIT, INC.,
a Maryland corporation (together with any designee identified or appointed by REVEN HOUSING REIT, INC., “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 May 5, 2014 (“Agreement”)
pursuant to which Seller agreed to sell and Buyer agreed to purchase from Seller, forty-nine (49) single family homes in the city
of Jacksonville, Florida.


 


B.Seller and Buyer have agreed
to amend the Agreement to decrease the Purchase Price and to create an escrow holdback for purposes of Seller’s repairs to
certain of the homes.


 


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 First Amendment without definition shall have the meanings
given such terms in the Agreement.


 


2.                 
Purchase Price. The Purchase Price is hereby changed to Three Million Three Hundred Eighty Thousand and 00/100 Dollars
($3,380,000.00).


 


3.                 
Escrow Holdback. Eighty Two Thousand Two Hundred Sixty-Five and 00/100 Dollars ($82,265.00) (the “Holdback
Funds”) shall be withheld by the Escrow Holder until such time as Seller has completed all repairs to the homes identified
in the attached Exhibit I (the “Holdback Repairs”) to Buyer’s reasonable satisfaction. Such Holdback
Repairs shall be completed by Seller, at Seller’s sole cost and expense, not later than thirty (30) days after Closing. Seller
shall provide to Buyer invoices and related back-up documentation reasonably acceptable to Buyer pertaining to all Holdback Repairs,
as well as photographs reasonably acceptable to Buyer depicting each and every item to be repaired before such repair has begun
and after such repair has been completed. All Holdback Funds shall remain held by the Escrow Holder until all Holdback Repairs
are completed to Buyer’s reasonable satisfaction. Upon the completion of all Holdback Repairs to Buyer’s reasonable
satisfaction, Buyer shall instruct the Escrow Holder to release the Holdback Funds to Seller.


 






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4.                 
Buyer’s Intent to Close. Pursuant to Section 7 of the Agreement, Buyer hereby notifies Seller of Buyer’s
election to purchase the Property.


 


5.                 
Governing Law. This First Amendment shall be governed by the laws of the State of Florida.


 


6.                 
Full Force and Effect. Except as modified herein, Buyer and Seller agree and affirm that the Agreement remains in
full force and effect.


 


7.                 
Counterparts. This First 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 First Amendment shall constitute an original for all purposes.


 


8.                 
Miscellaneous. This First 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 the First Amendment and the Agreement,
the provisions of this First Amendment shall govern and control. This First 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 First Amendment to be duly executed on their behalfs as of the day and year first stated above.


 


 





	 	SELLER
	 	 	 
	 	BGF HOMES, LLC, a Florida limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Gary Moreau
	 	Name:	Gary Moreau
	 	Its:	Member
	 	 	 
	 	 	 
	 	CJJ DEVELOPMENT II, LLC, a Florida limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Rob Udell
	 	Name:	Rob Udell
	 	Its:	Chief Financial Officer
	 	 	 
	 	 	 
	 	DCCF PROPERTIES, LLC, a Florida limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Chris Funk
	 	Name:	Chris Funk
	 	Its:	Member
	 	 	 
	 	 	 
	 	NBJW PROPERTIES, LLC, a Florida limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Chris Funk
	 	Name:	Chris Funk
	 	Its:	Member



 






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	 	NORTH JACKSONVILLE RENTALS, LLC, a Florida limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Chris Funk
	 	Name:	Chris Funk
	 	Its:	Member
	 	 	 
	 	 	 
	 	RAMS REAL ESTATE HOLDINGS, LLC, a Florida limited liability company
	 	 	 
	 	 	 
	 	By:	Amal Soni
	 	Name:	Amal Soni
	 	Its:	 
	 	 	 
	 	 	 
	 	OBADIAH G. DORSEY, an individual
	 	 	 
	 	 	 
	 	/s/ Obadiah G. Dorsey
	 	 	 
	 	 	 
	 	BUYER
	 	 	 
	 	 	 
	 	Reven HOUSING REIT, INC., a Maryland corporation
	 	 	 
	 	 	 
	 	By:	/s/ Thad Meyer
	 	 	Thad Meyer
	 	 	Chief Financial Officer



 






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