Exhibit 10.1


 


SINGLE FAMILY HOMES


 


REAL ESTATE PURCHASE AND SALE AGREEMENT


 


by and between


 


THE ENTITIES LISTED ON SCHEDULE I HERETO


collectively, as Seller


 


and


 


REVEN HOUSING FLORIDA 2, LLC,

a Delaware limited liability company,

as Buyer


 


February 27, 2015


 




    	 



    	 



    

 


THIS SINGLE FAMILY
HOMES PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of February 27, 2015
(“Effective Date”), by and between THE ENTITIES LISTED ON SCHEDULE I HERETO (collectively, “Seller”)
and REVEN HOUSING FLORIDA 2, LLC, a Delaware limited liability company (“Buyer”).


 


BASIC TERMS


 


The following terms, as used in this Agreement,
will have the meanings assigned to such terms in this Basic Terms section of the Agreement, subject to any adjustments set forth
elsewhere in this Agreement.


 


Purchase
Price: $9,417,682.02 subject to adjustment in accordance with the provisions of this Agreement.


 


Deposit: $94,176.82.


 


Closing Date: The date on which
the Escrow Holder issues the final settlement statement, which in no event shall extend beyond the expiration of the Due Diligence
Period, except as provided in Section 22(d) of this Agreement.


 


Due Diligence
Period: The period commencing on the Effective Date and ending on June 30, 2015.


 


Escrow Holder: Bay National Title
Company.


 


Title Company: Bay National Title
Company.


 


Underwriter: Fidelity National Title Insurance
Company.


 


Seller’s Broker: SunCoast Property
Management, LLC.


 


Buyer’s Broker: None.


 


PRELIMINARY
STATEMENTS


 


A.Seller is the
owner of the Property (as defined herein); and


 


B.Seller desires
to sell, and Buyer desires to buy, the Property, at the price and on the terms and conditions hereafter set forth.


 


In consideration of
the recitals, mutual covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are mutually acknowledged, Seller and Buyer hereby agree as follows:


 


1.                 
Premises. The real estate which is the subject of this Agreement consists of 140 single family homes, in the State
of Florida, which are identified and generally described on Exhibit A attached hereto, together with all of the improvements
and structures located thereon (“Improvements”), 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”).


 






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2.                 
Personal Property and Leases.


 


(a)               
The “Personal Property” referred to herein shall consist of all right, title, and interest
of Seller, if any, in all tangible (including all advertising materials, plans and specifications) and intangible personal property,
including any equipment, appliances, or furnishings that remain in the Premises at the Closing, and any and all existing licenses
and permits held by Seller and not constituting part of the real estate, located on and used in connection with the Premises.


 


(b)              
The “Leases” referred to herein shall consist of the leases, occupancy and rental agreements
between the Seller, as landlord and tenants of the single family homes that comprise the Premises that are in effect as of the
date of the Closing (defined below), as well as service contracts relating to the maintenance and repair of such homes.


 


3.                 
Sale/Conveyance and Assignment. Seller agrees to sell, convey and assign to Buyer, and Buyer agrees to buy and assume
from Seller, at the price and upon the other terms and conditions hereafter set forth (a) the Premises, (b) the Personal Property,
(c) the Improvements, and (d) the Leases (a-d collectively, the “Property”).


 


4.                 
Transfer of Title.


 


(a)               
Title to the various properties constituting the Property shall be conveyed to Buyer by one or more deeds that are in the
form that is customarily used in the county in which the Premises are located (collectively, the “Deed”)
executed by Seller, in the form attached hereto as Exhibit C.


 


(b)              
The Personal Property shall be conveyed to Buyer by a bill of sale (the “Bill of Sale”) executed
by Seller, in the form attached hereto as Exhibit D.


 


(c)               
The Leases shall be assigned by Seller and assumed by Buyer by an Assignment Leases and Contracts (the “Assignment
of Leases and Contracts”), in the form attached hereto as Exhibit E.


 


5.                 
Purchase Price; Deposit.


 


(a)               
Delivery of Purchase Price. The purchase price for the Property shall be the price identified in the Basic Terms
(the “Purchase Price”), which shall be subject to reduction in accordance with this Section 5
and Section 7(d) and payable by Buyer to Seller as follows:


 


(1)              
Within three (3) business days after the execution of this Agreement, Buyer shall deposit into an escrow account (the “Escrow”)
established with Escrow Holder (as identified in the Basic Terms), which will serve as escrow holder for this transaction a deposit
in the amount of the Deposit (as identified in the Basic Terms above). If Buyer notifies Seller that it elects to proceed to purchase
the Property in accordance with the provisions of Section 7, then the Deposit (as defined in the Basic Terms) will become
non-refundable to Buyer, except in the event of a default or breach of this Agreement by Seller. The Deposit shall at all times
prior to Closing be invested in United States treasury obligations or such other interest bearing accounts or securities as are
approved by Buyer in writing; all interest earned on the Deposit will be administered, paid or credited (as the case may be) in
the same manner as the Deposit and, when credited to the escrow account shall constitute additional Deposit. At the closing of
the transactions contemplated by this Agreement (the “Closing”), Buyer shall receive a credit against
the Purchase Price for the Deposit.


 






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(2)              
The Purchase Price, less a credit for the Deposit, and plus or minus prorations and adjustments as set forth in Section
17 hereof, shall be paid by Buyer to Seller by wire transfer of immediately available federal funds on the Closing Date.


 


(b)              
Property Valuation. Buyer may elect to retain an independent, third-party valuation consultant to prepare a valuation
report (“Valuation Report”) for each of the properties that comprise the Property. If the sum of the
values of the properties that comprise the Property (“Total Valuation”) is less than the Purchase Price,
Buyer may elect to (i) attempt to renegotiate the Purchase Price with Seller, (ii) terminate this Agreement, or (iii) proceed to
Closing hereunder at the stated Purchase Price. If Buyer terminates this Agreement in accordance with this Section 5(b),
then this Agreement will have no further force or effect, the parties will have no further obligations to each other (except for
any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder shall refund the Deposit
to Buyer.


 


(c)               
Notwithstanding Section 5(b) above and Section 7(d) below, Buyer may, in lieu of adjusting the Purchase Price
as a result of necessary repairs and replacements or a Total Valuation that is less than the Purchase Price in accordance with
those provisions, elect to exclude specified properties from the properties identified on Exhibit A. If, as a result of
its due diligence investigations, Buyer elects to exclude one or more properties from the Property being acquired in accordance
with this Agreement, then at least fifteen business days before the end of the Due Diligence Period, Buyer will notify Seller that
certain specified properties (“Excluded Properties”) are to be excluded from the sale contemplated in
this Agreement. Subject to Section 7(e), following Buyer’s notification to Seller and identification of the Excluded
Properties, (i) the description of the properties that comprise the Property, as identified on Exhibit A, will be deemed
modified to exclude the Excluded Properties; and (ii) the Purchase Price will be reduced by the product of the number of homes
that comprise the Excluded Properties and the value assigned to each home (the “Assigned Home Value”).
Once Buyer identifies to Seller the Excluded Properties, those properties so identified will no longer be the subject of this Agreement
and Seller will be free to sell them to another party or take any action that Seller elects with respect to the Excluded Properties.


 


(d)              
Security Deposit Deficit. Prior to the expiration of the Due Diligence Period, Seller shall provide Buyer with a
list (the “Security Deposit Deficit List”) of all tenants under the Leases who have a security deposit
in an amount that is less than the amount of their monthly rent (the “Security Deposit Deficit”). The
Security Deposit Deficit List shall include the names of those tenants with a Security Deposit Deficit and the amount of their
respective Security Deposit Deficit. At Closing, Buyer shall receive a credit in the sum of the Security Deposit Deficits of all
tenants listed on the Security Deposit Deficit List. This Section 5(d) shall not apply to any Leases that are, at the time of Closing,
rented under 42 U.S.C. §1437(f).


 






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6.                 
Representations, Warranties and Covenants.


 


(a)               
Seller’s Representations and Warranties. As a material inducement to Buyer to execute this Agreement and consummate
this transaction, Seller represents and warrants to Buyer as follows:


 


(1)              
Organization and Authority. Seller has been duly organized and validly exists as a Delaware limited liability company.
Seller has the full right and authority and has obtained any and all consents required therefor to enter into this Agreement, consummate
or cause to be consummated the sale and make or cause to be made transfers and assignments contemplated herein. The persons signing
this Agreement on behalf of Seller are authorized to do so. This Agreement and all of the documents to be delivered by Seller at
the Closing have been authorized and properly executed and will constitute the valid and binding obligations of Seller, enforceable
against Seller in accordance with their terms.


 


(2)              
Conflicts. There is no agreement to which Seller is a party or, to Seller’s Knowledge, binding on Seller or
the Property, that is in conflict with this Agreement or that would limit or restrict the timely performance by Seller of its obligations
pursuant to this Agreement.


 


(3)              
Documents and Records. To Seller’s Knowledge, Seller has provided (or upon the execution hereof will provide)
Buyer with, or has made available to Buyer, true, correct and complete copies of the items scheduled in Schedule 6(a)(3)
attached hereto (all of the foregoing collectively the “Property Information”). The Property Information
consists of all documents relating to the Property in Seller’s possession or control.


 


(4)              
Litigation. There is no action, suit or proceeding pending or to Seller’s knowledge threatened which (i) if
adversely determined, would not be covered by insurance (subject to the payment of a customary insurance deductible) or adversely
affect the Property, or (ii) which challenges or impairs Seller’s ability to execute, deliver or perform this Agreement or
consummate the transaction contemplated hereby.


 


(5)              
Leases. Schedule 6(a)(5) sets forth a list of the leases and all contracts (including all service, maintenance,
and warranty contracts) that apply to the properties that comprise the Property, which, to Seller’s Knowledge, is true and
correct and complete list of such leases and contracts as of the date of such schedule. To Seller’s Knowledge, except as
scheduled in Schedule 6(a)(5), neither Seller nor any other party is in default with respect to any of its obligations
or liabilities pertaining to the Leases. To Seller’s Knowledge, other than the Leases and any other matters disclosed in
the Title Report, there are no leases, licenses or other occupancy agreements to which Seller is a party or is bound affecting
any portion of the Property as of the date hereof, which will be in force on the Closing Date. Seller has delivered or made available
at the Property, true and correct copies of the Leases to Buyer. No lessee under any Lease has any right of first refusal or option
to purchase the property that is the subject of their Lease. With respect to any property identified on Exhibit A, if any
Lease expires and is extended or renewed, or if Seller elects to sign a new Lease, during the period this Agreement is in effect,
then such new Lease must include the same or greater rental rate as the previous Lease, may not have a term shorter than one year,
and may not include any free rent period or cancellation right on the part of the tenant, unless such terms are approved by Buyer
in writing.


 






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(6)              
Contracts. Exhibit B sets forth all contracts presently outstanding with respect to the Property. To Seller’s
Knowledge, neither Seller nor any other party is in default with respect to any of its obligations or liabilities pertaining to
any contracts that will survive the Close of Escrow.


 


(7)              
Notice of Violations. Seller has received no written notice that either the Property or the use thereof violates
any laws, rules and regulations of any federal, state, city or county government or any agency, body, or subdivision thereof having
any jurisdiction over the Property that have not been resolved to the satisfaction of the issuer of the notice.


 


(8)              
Withholding Obligation. Seller is not a “foreign person” within the meaning of Section 1445 of the
Internal Revenue Code of 1986, as amended.


 


(9)              
Condemnation. Except for any condemnation proceedings which Seller has not yet been served with process, there are
no pending or, to Seller’s Knowledge, threatened condemnation or similar proceedings affecting the Property or any individual
property that is a part thereof.


 


(10)          
Employees.Seller has no employees at the Property.


 


(11)          
No Bankruptcy Proceedings. Seller has not (i) made a general assignment for the benefit of creditors, (ii)
filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller’s creditors, (iii)
suffered the appointment of a receiver to take possession of all or substantially all of Seller’s assets, or (iv)
suffered the attachment or other judicial seizure of all or substantially all of Seller’s assets.


 


(12)          
Unrecorded Documents. Other than as disclosed in the Property Information, the Title Commitment, or any other documents
delivered to Buyer, Seller has not entered into any unrecorded contracts, leases, easements or other agreements with respect to
the Property that would be binding on Buyer or the Property following the Closing. Seller has no knowledge of any claim of any
third party affecting the use, title, occupancy or development of the Property that has not been disclosed to Buyer. Seller has
not granted any right of first refusal, option or other right to acquire all or any part of the Property.


 






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For purposes of this
Section 6(a), the term “Seller’s Knowledge” means the actual knowledge of SunCoast Property
Management, LLC, the entity who Seller represents to be the most knowledgeable about the Property.


 


(b)              
Buyer’s Representations and Warranties. As a material inducement to Seller to execute this Agreement and consummate
this transaction, Buyer represents and warrants to Seller that Buyer has been duly organized and validly exists as a Delaware limited
liability company. Buyer has the full right and authority and has obtained any and all consents required therefore to enter into
this Agreement, consummate or cause to be consummated the purchase, and make or cause to be made the deliveries and undertakings
contemplated herein or hereby. The persons signing this Agreement on behalf of Buyer are authorized to do so. This Agreement and
all of the documents to be delivered by Buyer at the Closing have been authorized and properly executed and will constitute the
valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms.


 


(c)               
Covenants of Seller. Seller covenants and agrees that during the period from the date of this Agreement through and
including the Closing Date:


 


(1)              
Seller will timely pay and perform its obligations under the Leases and any contracts to be assumed by Buyer pursuant hereto.


 


(2)              
 All tenant repair requests, including move-in punch-list items have been fixed properly or will be fixed properly and paid
for before the close of escrow.


 


(3)              
Delivery of 8-06 Financials. Upon request from Buyer, Seller agrees to prepare for delivery to Buyer, unaudited income
statements, along with accompanying notes, with respect to the Property for the 12 months ended December 31, 2014 (“Annual
Income Statement”). The Annual Income Statement shall be (a) in accordance with the books and records of Seller,
(b) present fairly in all material respects the results of operations of the Property for the periods therein specified, (c) prepared
in accordance with U.S. generally accepted accounting principles, consistently applied, and Rule 8-06 of Regulation S-X (17 C.F.R.
Part 210), and (d) otherwise acceptable to Buyer in its reasonable discretion. Upon request from Buyer, Seller shall also provide
to Buyer, any schedules or supporting documentation that Buyer may reasonably request that relate to the transactions included
or to be included in the Annual Income Statement. Upon request from Buyer, Seller agrees to cooperate with Buyer, and provide all
assistance and access to the books and records of Seller, as required for the audit of the Annual Income Statement, to be completed
no later than the 70th day following the Closing. The audit of the Annual Income Statement shall be at Buyer’s
expense and shall be conducted by an independent accounting firm registered with the Public Company Accounting Oversight Board
retained by Buyer. Upon request from Buyer, Seller shall provide the items listed in Exhibit H attached hereto and incorporated
herein, to the extent in Seller’s possession or control.


 






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(d)Seller
Representation Regarding Tenants. Seller hereby represents and warrants that each tenant is occupying its respective home and
is current in the payment of rent, and no default currently exists and no condition exists, which, with the passage of time may
become a default under any of the Leases.


 


(1) Following
the expiration of the Due Diligence Period, Seller will not enter into any contract (other than new Leases) that will be an obligation
affecting the Property subsequent to the Closing Date except for contracts entered into in the ordinary course of business that
are terminable without cause and without payment of a penalty on not more than 30-days’ notice.


 


(2)Seller
will not remove any Personal Property from the Property except as may be required for necessary repair or replacement, and in the
event of such replacement, the replacement shall be of materially equal or better quality and quantity as existed as of the time
of its removal.


 


(3)Seller
will continue to operate and maintain the Property in accordance with past practices and will not make any material alterations
or changes thereto;


 


(4)              
Seller will maintain casualty and liability insurance of a level and type consistent with the insurance maintained by Seller
prior to the execution of this Agreement with respect to the Property;


 


(5)              
Seller will not do anything, or authorize anything to be done, that would adversely affect the condition of title as shown
on the Title Commitment.


 


(6)              
Seller agrees to terminate by written notice to the other parties thereto, effective as of Closing, any service contracts
that Buyer, pursuant to written notice to Seller prior to the expiration of the Due Diligence Period, requests Seller to terminate.
Seller shall deliver to Buyer copies of all notices of termination given by Seller pursuant to this subsection.


 


(7)              
If any of the properties that comprise the Property is vacant (collectively, the “Vacant Property”)
at the time of Closing, a portion of the Purchase Price equal to the Assigned Home Value of all the Vacant Property shall be held
in escrow by Escrow Holder for up to 90 days after the Closing (the “Vacancy Period”), together with
any and all closing deliveries related thereto. During the Vacancy Period, Seller shall attempt to rent all of the properties that
comprise the Vacant Property. If Seller fails to rent any of the properties that comprise the Vacant Property within the Vacancy
Period, then Escrow Holder shall distribute to Buyer the Assigned Home Value of each property that comprises the Vacant Property,
and shall return the closing deliveries applicable to the transfer of each of the properties that comprises the Vacant Property
to Seller. Upon the renting of any of the properties that comprise the Vacant Property, a portion of the Purchase Price equal to
the Assigned Home Value of such Vacant Property, shall be released to the Seller and closing deliveries for such Vacant Property
shall be released to the Buyer.


 






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(8)              
Seller has complied with the requirements of the Florida Residential Landlord and Tenant Act with regard to the handling
of tenant security deposits.


 


(9)              
All taxes (including Florida sales tax) due and payable by Seller based on income, rent, sales or otherwise have been paid
in full or will be paid at Closing.


 


(e)Representation and
Warranties Prior to Closing. Except as expressly provided in this Section 6(e), the continued validity in all material
respects of the foregoing representations and warranties shall be a condition precedent to the obligation of the party to whom
the representation and warranty is given to close this transaction. Except as expressly set forth in this Section 6(e),
if any of Seller’s representations and warranties are not true and correct in all material respects at any time on or before
the Closing even if true and correct as of the date of this Agreement or whether any change in facts or circumstances has made
the applicable representation and warranty no longer true and correct and regardless as to whether Buyer becomes aware of such
fact through Seller’s notification or otherwise, then Buyer may, at Buyer’s option, exercised by written notice to
Seller (and as its sole and exclusive remedy), either (i) proceed with this transaction, accepting the applicable representation
and warranty as being modified by such subsequent matters or knowledge and waiving any right relating thereto, if any, or (ii)
terminate this Agreement and declare this Agreement of no further force and effect and in which event Escrow Holder shall, without
further instruction, return the Deposit to Buyer and Seller shall have no further liability hereunder by reason thereof; provided,
that if the breach of any representation or warranty of Seller hereunder results from the willful and intentional act of Seller,
Buyer will have the rights and remedies available to Buyer under Section 18(b) of this Agreement upon a default by
Seller of its obligations under this Agreement. For purposes of this Section 6(e), the failure of any of the Property Information
related to the Annual Income Statement or any of the documents and records provided by Seller to Buyer that are used to prepare
the Annual Income Statement (including, but not limited to, any schedules or supporting documentation that Buyer may reasonably
request that relate to the transactions included or to be included in the Annual Income Statement) to be true, correct and complete
at any time on or before the Closing shall be deemed to be material.


 


7.                 
Due Diligence Period.


 


(a)               
Buyer will have a period commencing on the Effective Date and ending at 6:00 PM Pacific Time on June 30, 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. Buyer shall submit a notice to Seller confirming Buyer
has received all Property Information. If Seller fails to provide all necessary documents to Buyer within 30 days of the Effective
Date, Buyer may terminate this Agreement.


 






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(b)              
Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on or before
the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 7, the Deposit shall
be immediately refunded to Buyer, and neither party shall have any further liability or obligation to the other under this Agreement
except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement
that is expressly intended to survive the termination of this Agreement. In the event this Agreement is terminated during the Due
Diligence Period, Escrow Holder shall return Buyer’s Deposit immediately and Seller shall not cause Escrow Holder to delay
the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during
the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration
of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify
Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected
to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed
terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a
default hereunder by Seller.


 


(c)               
Subject to the rights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the
purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering,
non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required
by Buyer. Buyer shall give Seller reasonable notice by telephone or e-mail before entering onto any of the properties that comprise
the Property to perform inspections or tests, and in the case of tests (i) Buyer shall specify to Seller the precise nature of
the test to be performed, and (ii) Seller may require, as a condition precedent to Buyer’s right to perform any such test,
that Buyer deliver Seller evidence of public liability and other appropriate insurance naming Seller as an additional insured thereunder.
Such examination of the physical condition of the Property, including the Third Party Inspection Report (defined in Section
7(d) below) may include an examination for the presence or absence of hazardous or toxic materials, substances or wastes, which
shall be performed or arranged by Buyer at Buyer’s sole expense. Buyer shall keep the Property free and clear of any liens
and will indemnify, protect, defend, and hold each Seller Related Party (defined below) harmless from and against all losses, costs,
damages, claims, liabilities and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”)
arising from damage to the Property and injury to persons asserted against or incurred by any Seller Related Party as a result
of such entry by Buyer, its agents, employees or representatives (except that Buyer shall have no liability or indemnity obligation
for any diminution in the value of the Property as a result of any unfavorable analysis, test, study, opinion or recommendation
made to or for or reach by Buyer). If any inspection or test disturbs the Property and Buyer does not acquire the Property, Buyer
will restore the Property to substantially the same condition as existed prior to any such inspection or test. Buyer and its agents,
employees, and representatives may, upon not less than 24 hours prior telephonic notice to Seller, examine and make copies of all
books and records and other materials relating to the condition of the Property in Seller’s possession at the office where
such records are maintained. Any information provided to or obtained by Buyer with respect to the Property shall be subject to
the provisions of Section 22(p) of this Agreement. The obligations of Buyer under this Section shall survive the termination
of the Agreement.


 






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(d)              
Buyer may retain a contractor or home inspector to prepare a report or reports describing the physical condition of the
Property (collectively, the “Third Party Inspection Report”), which Third Party Inspection Report shall
adequately identify any necessary repairs or improvements and the estimated costs of such repairs or improvements (collectively,
the “Necessary Repairs”). The person or entity preparing the Third Party Inspection Report must be licensed
to perform such inspections in the jurisdiction where the Property is located, and may not be, or have ever been, owned or controlled
by Buyer or an affiliate of Buyer or otherwise not at arm’s length from Buyer. Buyer will provide a copy of the Third Party
Inspection Report to Seller prior to the expiration of the Due Diligence Period. If any Necessary Repairs are identified in the
Third Party Inspection Report, then, so long as the estimated cost of the Necessary Repairs does not exceed five percent (5%) of
the Assigned Home Value for the identified Property in need of the Necessary Repairs (collectively, the “Necessary
Repair Property”), Seller shall have the right to either (i) make the Necessary Repairs after Closing and the estimated
cost of the Necessary Repairs, as set forth in the Third Party Inspection Report or an amount mutually agreed upon by Buyer and
Seller, shall be held in escrow by the Escrow Holder until such Necessary Repairs are completed by Seller within forty-five (45)
days after Closing, or (ii) reduce the Purchase Price by the estimated cost of the repairs or replacements set forth in the Third
Party Inspection Report for the Necessary Repair Property. Normal wear and tear shall not constitute grounds for a reduction in
the Purchase Price. Notwithstanding anything stated to the contrary in Section 5(c) above or elsewhere in this Agreement,
if the cost to make the repairs and replacements identified in the Third Party Inspection Report exceeds five percent (5%) of the
Assigned Home Value for any applicable Necessary Repair Property, and Buyer and Seller do not otherwise mutually agree upon an
amount to allocate to the Necessary Repairs for the applicable Necessary Repair Property, then Buyer may, upon written notice to
Seller and prior to the end of the Due Diligence Period, elect to (i) proceed with the closing of the transaction as contemplated
in this Agreement with a reduction in the Purchase Price in an amount equal to the product of five percent (5%) and the Assigned
Home Value for the applicable Necessary Repair Property, (ii) exclude such Necessary Repair Property from the Property being acquired
in accordance with this Agreement, or (iii) terminate this Agreement. If Buyer terminates this Agreement in accordance with this
Section 7(d), then this Agreement will have no further force or effect, the parties will have no further obligations to
each other (except for any indemnities or other provisions that expressly survive termination of this Agreement) and Escrow Holder
shall refund the Deposit to Buyer. The reductions to the Purchase Price contemplated in this Section 7(d) are in addition
to those contemplated in Section 5(b) and 5(c) of this Agreement.


 


(e)               
Notwithstanding any provision to the contrary set forth herein, in addition to the rights set forth in Sections 5(c),
5(b) and 7(d), at any time during the Due Diligence Period, Buyer may in its sole discretion, elect to designate
specified properties from the properties identified on Exhibit A as Excluded Properties as defined in Section 5(c),
subject to Seller’s prior written consent, which consent shall not be unreasonably withheld or delayed, if Buyer elects
to purchase fewer than 90% of the properties that comprise the Property. In the event of such an election, Buyer shall deliver
to Seller a notice stating which properties it has designated as Excluded Properties no later than fifteen (15) days prior
to the end of the Due Diligence Period (the “Notice to Seller”). Upon delivery of the Notice to Seller,
the designated properties described in the Notice to Seller shall be Excluded Properties, and the terms of Section 5(c)
shall apply with respect thereto.


 






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8.                 
As Is Sale.


 


(a)               
BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS IS
WITH ALL FAULTS” BASIS AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS DELIVERED BY SELLER
TO BUYER AT CLOSING, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM
SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (I) THE QUALITY, NATURE,
ADEQUACY AND PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO THE STRUCTURAL ELEMENTS, FOUNDATION, ROOF, APPURTENANCES,
ACCESS, LANDSCAPING, PARKING FACILITIES AND THE ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND UTILITY SYSTEMS, FACILITIES
AND APPLIANCES, (II) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY GROUNDWATER, (III) THE EXISTENCE,
QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (IV) THE DEVELOPMENT POTENTIAL OF THE PROPERTY,
AND THE PROPERTY’ USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY FOR ANY
PARTICULAR PURPOSE, (V) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF
THE PROPERTY, (VI) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES,
COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, (VII)
THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS (AS DEFINED IN ANY ENVIRONMENTAL STATUTE) ON, UNDER OR ABOUT THE PROPERTY OR THE
ADJOINING OR NEIGHBORING PROPERTY, (VIII) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON THE PROPERTY, (IX)
THE CONDITION OF TITLE TO THE PROPERTY, (X) THE LEASES (INCLUDING ALL SERVICE CONTRACTS) AND ANY OTHER AGREEMENTS AFFECTING THE
PROPERTY AND (XI) THE ECONOMICS OF ANY PAST OR FUTURE OPERATIONS OF THE PROPERTY.


 






    	11



    	 



    

 


9.                 
Survival of Representations and Warranties After Closing.


 


(a)               
All representations and warranties of Seller herein shall survive the Closing for a period of 9 months (the “Limitation
Period”).


 


(b)              
Buyer shall provide actual written notice to Seller of any breach of any of Seller’s warranties or representations
of which Buyer acquires knowledge, through any means, at any time after the Closing Date but prior to the expiration of the Limitation
Period, and shall allow Seller thirty (30) days within which to cure such breach, or, if such breach is susceptible of cure but
cannot reasonably be cured within thirty (30) days, an additional reasonable time period required to effect such cure so long as
such cure has been commenced within such thirty (30) days and diligently pursued but in no event more than ninety (90) days. If
Seller fails to cure such breach after actual written notice and within such cure period (as extended), Buyer’s sole remedy
shall be an action at law for damages as a consequence thereof, which must be commenced, if at all, within the six (6) months after
the expiration of the Limitation Period.


 


10.             
Closing.


 


(a)               
The purchase and sale transaction contemplated in this Agreement shall occur on the date and in the manner specified in
the Basic Terms section of this Agreement (the “Closing Date”), provided that all conditions precedent
to the Closing have been fulfilled or have been waived in writing by the respective party entitled to waive same.


 


(b)              
On or before the Closing Date, the parties shall establish the usual form of deed and money escrow with Escrow Holder. Counsel
for the respective parties is hereby authorized to execute the escrow trust instructions as well as any amendments thereto.


 


11.             
Conditions to Buyer’s Obligation to Close.


 


(a)               
Buyer will not be obligated to proceed with the Closing unless and until each of the following conditions has been either
fulfilled or waived in writing by Buyer:


 


(1)              
This Agreement shall not have been previously terminated pursuant to any other provision hereof;


 


(2)              
Seller shall be prepared to deliver or cause to be delivered to Buyer all instruments and documents to be delivered to Buyer
at the Closing pursuant to Section 14 and Section 16 or any other provision of this Agreement; and


 


(3)              
All property managing services provided to the Property under any property management agreement shall have been terminated
on or prior to the Closing at no cost, liability or expense to Buyer.


 


(b)              
If any of the foregoing conditions are not fulfilled on or before the time for Closing hereunder, then subject to the provisions
of Section 18(b) hereof, Buyer may elect, upon notice to Seller, to terminate this Agreement, in which event the Deposit
shall be returned to Buyer, and neither party shall have any further liability or obligation to the other, except for the provisions
of this Agreement which are expressly stated to survive the termination of this Agreement.


 






    	12



    	 



    

 


12.             
Conditions to Seller’s Obligation to Close.


 


(a)               
Seller will not be obligated to proceed with the Closing unless and until each of the following conditions has been fulfilled
or waived in writing by Seller:


 


(1)              
Buyer shall be prepared to pay to Seller the Purchase Price and all other amounts to be paid to it at Closing pursuant to
the provisions of this Agreement;


 


(2)              
Buyer shall be prepared to deliver to Seller all instruments and documents to be delivered to Seller at the Closing pursuant
to Section 15  and Section 16 or any other provision of this Agreement; and


 


(3)              
This Agreement shall not have been previously terminated pursuant to any other provision hereof.


 


(b)              
If the foregoing conditions are not fulfilled on or before the time for Closing hereunder, then subject to the provisions
of Section 18(a) hereof, Seller may elect, upon notice to Buyer, to terminate this Agreement, in which event the Deposit
shall be returned to Buyer, and neither party shall have any further liability or obligation to the other, except for the provisions
of this Agreement which are expressly stated to survive the termination of this Agreement.


 


(c)               
Seller has previously executed a contract to sell between 55 and 62 properties to Reven Housing Florida, LLC. Seller has
the right to terminate this contract without penalty if the closing on that contract does not take place by March 11, 2015 and
if the funds held in escrow for necessary repairs exceeds $65,000.


 


13.             
Title Insurance. (a) Following the execution and delivery of this Agreement, at Seller’s expense, Buyer shall
cause Title Company to deliver to Buyer a commitment for the Title Policy described in subsection (b) below (the “Title
Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment.
Seller shall, within two business days after the execution of this Agreement, deliver to Buyer the most recent surveys of the properties
that comprise the Property in Seller’s possession or control (the “Surveys”).


 


(a)               
At Closing, and as a condition thereof, Buyer shall receive an owner’s title insurance policy (the “Title
Policy”) issued by Title Company, dated the day of Closing, with liability in the full amount of the Purchase Price,
the form of which shall be an American Land Title Association Owner’s Policy, Standard Form B, 1992 (or other form preferred
by Buyer or required or promulgated pursuant to applicable state insurance regulations), subject only to the Permitted Exceptions
(defined below). The Title Policy may contain any endorsements requested by Buyer.


 






    	13



    	 



    

 


(b)              
Prior to the expiration of the Due Diligence Period, Buyer shall review title to the Property as disclosed by the Title
Commitment and the Surveys, and satisfy itself as to the availability from the Title Company of the Title Policy and all requested
endorsement to such Title Policy. Buyer may, at Buyer’s own cost and expense, obtain an update of the Surveys or to secure
new surveys at any time prior to the expiration of the Due Diligence Period.


 


(c)               
Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created
by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company with
Buyer’s approval, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement
without Buyer’s consent, and (3) non-consensual liens which liens Seller shall cause to be released at the Closing or affirmatively
insured over by the Title Company. In addition, Seller shall provide the Title Company with any affidavits, ALTA statements or
personal undertakings (collectively, an “Owner’s Affidavit”), in form and substance reasonably
acceptable to the Title Company, that will permit the Title Company to remove the standard “mechanics lien” and “GAP”
exceptions and otherwise issue the Title Policy in the form required by Buyer.


 


(d)              
“Permitted Exceptions” shall mean: (1) any exception arising out of an act of Buyer or its representatives,
agents, employees or independent contractors; (2) zoning and subdivision ordinances and regulations; (3) the specific exceptions
in the Title Commitment that the Title Company has not agreed to insure over or remove from the Title Commitment as of the end
of the Due Diligence Period and that Seller is not required to remove as provided above; (4) items shown on the Surveys or any
updated or new surveys of the Property which have not been removed as of the end of the Due Diligence Period; (5) real estate taxes
and assessments not yet due and payable; and (6) rights of tenants under the Leases, as occupancy tenants only and without any
rights of first refusal, rights of first offer or purchase options.


 


14.             
Documents to be Delivered to Buyer at Closing. At Closing, Seller shall deliver or cause to be delivered to Buyer
each of the following instruments and documents:


 


(a)               
Deed. The Deed, in the form attached hereto as Exhibit C.


 


(b)              
Bill of Sale. The Bill of Sale covering the Personal Property, in the form attached hereto as Exhibit D.


 


(c)               
The Title Policy. The Title Policy may be delivered after the Closing if at the Closing the Title Company issues
a currently effective, duly-executed “marked-up” Title Commitment and irrevocably commits in writing to issue the Title
Policy in the form of the “marked-up” Title Commitment after the Closing.


 


(d)              
Assignment of Leases and Contracts. An Assignment of Leases and Contracts, in the form attached hereto as Exhibit E,
transferring and assigning to Buyer, to the extent the same are assignable, all right, title and interest of Seller in the Leases
and the other property described therein.


 






    	14



    	 



    

 


(e)               
Transfer Tax Declarations. Original copies of any required real estate transfer tax or documentary stamp tax declarations
executed by Seller or any other similar documentation required to evidence the payment of any tax imposed by the state, county
and city on the transaction contemplated hereby.


 


(f)               
FIRPTA. An affidavit, in the form attached hereto as Exhibit F, stating Seller’s U.S. taxpayer
identification number and that Seller is a “United States person”, as defined by Internal Revenue Code Section 1445(f)(3)
and Section 7701(b).


 


(g)              
Owner’s Affidavit. The Owner’s Affidavit materials referred to in Section 13(d) above.


 


(h)              
Surveys, Plans, Permits and Specifications.All existing surveys, blueprints, drawings, plans and specifications,
permits, and operating manuals for or with respect to any of the properties that comprise the Property or any part thereof to the
extent the same are in Seller’s possession.


 


(i)                
Keys.All keys to the improvements, to the extent the same are in Seller’s possession.


 


(j)                
Leases. Originals of all Leases in effect on the Closing Date (or copies thereof in the event the originals are
not in Seller’s possession, or in the possession of Sellers’ property manager and such copies of Leases are in Seller’s
possession), and the tenant files with respect to such Leases, to the extent the same are in Seller’s possession.


 


(k)              
Certificate.A certificate (the “Update”) of Seller dated as of the Closing Date certifying
that the representations and warranties of Seller set forth in Section 6(a) of this Agreement as applicable, remain true
and correct in all material respects as of the Closing Date, except as to Schedule 6(a)(5), which Update shall be dated
no earlier than three (3) days prior to Closing.


 


(l)                
Other Deliveries. Such other documents and instruments as may be required by any other provision of this Agreement
or as may reasonably be required to carry out the terms and intent of this Agreement.


 


15.             
Documents to be Delivered to Seller at Closing. At Closing, Buyer shall deliver or cause to be delivered to Seller
each of the following instruments, documents and amounts:


 


(a)               
Purchase Price. The Purchase Price, subject to adjustment and proration as provided in Section 17 below.


 


(b)              
Transfer Tax Declarations. Original copies of any required real estate transfer tax or documentary stamp tax declarations
executed by Buyer or any other similar documentation required to evidence the payment of any tax imposed by the state, county and
city on the transaction contemplated hereby.


 






    	15



    	 



    

 


(c)               
Assignment of Leases. A counterpart of the Assignment of Leases and Contracts, in the form attached hereto as Exhibit
E.


 


(d)              
Certificate.A certificate of Buyer (the “Buyer’s Update”) dated as of the Closing
Date certifying that the representations and warranties of Buyer set forth in Section 6(b) of this Agreement as applicable,
remain true and correct in all material respects as of the Closing Date, which Buyer’s Update shall be dated no earlier than
three (3) days prior to Closing.


 


(e)               
Other Documents. Such other documents and instruments as may be required by any other provision of this Agreement
or as may reasonably be required to carry out the terms and intent of this Agreement.


 


16.             
Documents to be Delivered by Seller and Buyer at Closing. At Closing, Buyer and Seller shall deliver or cause to
be delivered each of the following instruments and documents:


 


(a)               
Escrow Instructions. Escrow instructions (as described in Section 10(b)).


 


(b)              
Settlement Statement. A fully executed settlement statement.


 


(c)               
Notice to Tenants. A duly executed notice to each of the tenants under the Leases.


 


17.             
Prorations and Adjustments.


 


(a)               
The following items shall be prorated and adjusted based upon the number of calendar days in the measuring period between
Seller and Buyer as of midnight on the date of Closing, except as otherwise specified:


 


(1)              
Taxes. All real estate taxes and assessments (“Taxes”) assessed against the Property for
the year of Closing shall be prorated as follows: Seller will be responsible for the payment of Taxes applicable to the period
before the Closing Date, and Buyer will be responsible for the period on and after the Closing Date. If the actual taxes and assessments
cannot be determined for such year as of the Closing Date, then the parties shall make such proration based upon One Hundred and
Three percent (103%) of the most recently issued tax bill for the Property and thereafter, make a final adjustment of such Taxes
upon receipt of the final bill. The provisions of this Section 17(a)(1) shall survive Closing.


 


(2)              
Utilities. All utilities shall be prorated based upon estimates using the most recent actual invoices. Seller shall
receive a credit for the amount of deposits, if any, with utility companies that are transferable and that are assigned to Buyer
at the Closing. In the case of non-transferable deposits, Buyer shall be responsible for making any security deposits required
by utility companies providing service to the Property.


 






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(3)              
Collected Rent. Buyer shall receive a credit for any rent and other income (and any applicable state or local tax
on rent) under Leases collected by Seller before Closing that applies to any period after Closing. Uncollected rent and other uncollected
income shall not be prorated at Closing. After Closing, Buyer shall apply all rent and income collected by Buyer from a tenant
(x) first to such tenant’s rental obligations for the month in which the Closing occurs, (y) next to such tenant’s
monthly rental for the month in which the payment is made, and (z) then to arrearages in the reverse order in which they were due,
remitting to Seller, after deducting collection costs, any rent or expense reimbursements properly allocable to Seller’s
period of ownership. Buyer shall bill and attempt to collect such rent arrearages in the ordinary course of business, but shall
not be obligated to engage a collection agency or take legal action to collect any rent arrearages. Any rent or other income received
by Seller or Buyer after Closing which are owed to Seller or Buyer shall be remitted to Seller or Buyer as applicable, promptly
after receipt.


 


(b)              
Tenant Security Deposits. All unapplied tenant security deposits (and interest thereon if required by law or contract
to be earned thereon) under the Leases, shall be credited to Buyer at Closing.


 


(1)              
Service Contracts. With respect to any contracts that are assumed by Buyer and survive the Closing, Seller shall
receive a credit for prepaid charges and premiums applicable to Buyer’s period of ownership. The Buyer shall receive a credit
for any payments made in arrears. In addition and without limitation of the foregoing, Buyer shall receive a credit under any assumed
contract (each a “Service Provider Contract”) in which Seller has received any advance payments or other
income from the servicer provider under such Service Provider Contract in exchange for agreeing to enter into such Service Contract
(regardless of whether such advance payment or other income was paid in a lump sum or in installments). Any lump sum payments shall
be pro-rated on a straight line basis over the term of any applicable Service Provider Contract.


 


(2)              
Owner Deposits. Seller shall be entitled to the return of all bonds, deposits, letters of credit, set aside letters
or other similar items, if any, that are outstanding with respect to the Property that have been provided by Seller or any of its
affiliates, agents or investment advisors to any governmental agency, public utility, or similar entity (collectively, “Owner
Deposits”). Buyer shall replace such Owner Deposits. To the extent that any funds are released as a result of the
termination of any Owner Deposits for which Seller did not receive a credit, such funds shall be delivered to Seller immediately
upon their receipt.


 


(c)               
Final Prorations. With regards to any prorations set forth in this Section 17 that are based upon estimates,
such prorations shall be readjusted based upon the actual bills after the Closing and before the expiration of the Limitation Period.
The provisions of this Section 17(c) shall survive Closing.


 






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18.             
Default; Termination(a). (a) IF THE CLOSING FAILS TO OCCUR BECAUSE OF BUYER’S DEFAULT, THE DEPOSIT SHALL BE
RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES
IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN BECAUSE OF THE NATURE OF THE PROPERTY
AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT
AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF ANY APPLICABLE LAWS, BUT IS INTENDED TO
CONSTITUTE LIQUIDATED DAMAGES TO SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 18, SELLER AND
BUYER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS INTENDED TO BE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR A DEFAULT BY
BUYER, BUT IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY BUYER’S INDEMNIFICATION OBLIGATIONS
UNDER THIS AGREEMENT.


 


SELLER’S INITIALS: _____                        BUYER’S INITIALS: _____


 


 


(b)              
If Seller defaults in any material respect hereunder, then provided Buyer is not in default any material respect, Buyer
may, at its sole election, either:


 


(1)              
Terminate this Agreement, whereupon the Deposit shall be promptly returned to Buyer, as well as Buyer’s actual out
of pocket costs to unrelated and independent third party vendors, including reasonable attorneys’ fees incurred as a result
of this transaction, which costs and fees shall not exceed $50,000.00, and neither party shall have any further liability or obligation
to the other, except for the provisions of this Agreement which are expressly stated to survive the termination of this Agreement;
or


 


(2)              
Assert and seek judgment against Seller for specific performance with respect to one or more (at Buyer’s election)
of the properties that comprise the Property; provided that if Buyer elects to purchase less than all of such properties, then
the Purchase Price will be reduced by the aggregate Assigned Home Value of the excluded properties. If a court of competent jurisdiction
determines that the remedy of specific performance is not available to Buyer, then Buyer shall have the right to assert and seek
judgment against Seller for actual contract damages.


 


19.             
Expenses.


 


(a)               
Except as otherwise provided herein, all recording fees respecting the Deed, title insurance premiums for the Title Policy,
all state and county transfer taxes, documentary stamp taxes, surtaxes, brokerage fees and commissions, and the fee charged by
Escrow Holder, if any, shall be borne and paid by Seller.


 






    	18



    	 



    

 


(b)              
All other costs, charges, and expenses shall be borne and paid as provided in this Agreement, or in the absence of such
provision, in accordance with custom where the properties in question are located.


 


20.             
Intermediaries(a).


 


(a) Buyer
and Seller acknowledge and agree that Seller’s Broker (as defined in the Basic Terms) has acted as a broker in connection
with this transaction on behalf of Seller. Upon Closing, Seller agrees to pay a brokerage commission to Seller’s Broker pursuant
to a separate agreement between Seller and Seller’s Broker. Seller and Buyer agree that Buyer has not engaged a broker with
respect to the transaction contemplated in this Agreement and that Buyer is not responsible in any way for Seller’s Broker
fees and/or commissions. All brokerage fees are to be paid through Escrow Holder at Closing as a Closing Cost.


 


(b)              
Seller represents to Buyer, and Buyer represents to Seller, that except for Seller’s Broker there are no fees owed
to any broker, finder, or intermediary of any kind with whom such party has dealt in connection with this transaction. Except as
expressly set forth above, if any claim is made for broker’s or finder’s fees or commissions in connection with the
negotiation, execution or consummation of this Agreement or the transactions contemplated hereby, each party shall defend, indemnify
and hold harmless the other party from and against any such claim based upon any statement, representation or agreement of such
party, which obligation shall survive Closing.


 


21.             
Destruction of Improvements.


 


(a)               
If, prior to Closing, any of the Improvements on any of the properties that comprise the Property are damaged or destroyed
such that the cost of repair or replacement of such improvements is material (“Material Damage”), or
a condemnation proceeding is commenced or threatened in writing by a governmental or quasi-governmental agency with the power of
eminent domain (“Condemnation”), then:


 


(1)              
Buyer may elect, within fourteen (14) days from receipt of notice of said Material Damage, or notice of a Condemnation,
by written notice to Seller, to exclude the individual property affected by such event from this transaction; provided that if
more than twenty-five percent (25%) of the properties that comprise the Property suffer Material Damage, or become the subject
of a Condemnation, then Buyer may terminate this Agreement. If necessary, the time of Closing shall be extended to permit Buyer
to evaluate and make the elections contemplated in this Section 21. If Buyer elects to terminate this Agreement in accordance
with this Section 21, then the Deposit shall be returned to Buyer and, except for the provisions of this Agreement that
expressly survive Closing or earlier termination of this Agreement, this Agreement shall be void and of no further force and effect,
and neither party shall have any liability to the other by reason hereof; or


 


(2)              
If Buyer elects to exclude certain properties from this transaction, and proceed to the Closing, then the Purchase Price
will be reduced by the aggregate Assigned Home Value of the excluded properties. If, however, it is determined that any damage
to one or more properties does not constitute a Material Damage, or Buyer elects to purchase one or more properties that have suffered
Material Damage, then the transaction contemplated hereby shall be closed without a reduction in the Purchase Price, and Seller
shall assign to Buyer Seller’s rights in any insurance proceeds or Condemnation award to be paid to Seller in connection
with such damage or Condemnation, and, in the case of Material Damage, Seller shall pay to Buyer an amount equal to the deductible
under Seller’s policy of casualty insurance and Seller shall execute and deliver to Buyer all required proofs of loss, assignments
of claims and other similar items.


 






    	19



    	 



    

 


(b)              
For purposes of this Section 21, damage or destruction will be considered “Material Damage” if one or
more of the properties that comprise the Property are rendered uninhabitable, or if the time to repair such damage, despite reasonable
expectations with respect to repairs, is reasonably by Buyer to exceed three months. If, prior to Closing, any of the improvements
on the Property are damaged or destroyed and such damage is not Material Damage, Buyer shall remain obligated to close hereunder
with no abatement in the Purchase Price. At Closing, Seller shall assign to Buyer Seller’s rights in any insurance proceeds
to be paid to Seller in connection with such damage or destruction, and Buyer shall receive a credit against the Purchase Price
in an amount equal to the deductible amount under Seller’s casualty insurance policy.


 


22.             
General Provisions.


 


(a)               
Entire Agreement. This written Agreement, including all Exhibits attached hereto and documents to be delivered pursuant
hereto, shall constitute the entire agreement and understanding of the parties, and there are no other prior or contemporaneous
written or oral agreements, undertakings, promises, warranties, or covenants not contained herein.


 


(b)              
Amendments in Writing. This Agreement may be amended only by a written memorandum subsequently executed by all of
the parties hereto.


 


(c)               
Waiver. No waiver of any provision or condition of this Agreement by any party shall be valid unless in writing signed
by such party. No such waiver shall be taken as a waiver of any other or similar provision or of any future event, act, or default.


 


(d)              
Time of the Essence. Time is of the essence of this Agreement. However, if Buyer is acting diligently and in good
faith to proceed with the consummation of the transaction contemplated by this Agreement on the Closing Date, Seller shall, upon
the written request of Buyer, extend the Closing Date up to three (3) business days. In the computation of any period of time provided
for in this Agreement or by law, any date falling on a Saturday, Sunday or legal holiday when banks are not open for business in
the State where the Property is located, will be deemed to refer to the next day which is not a Saturday, Sunday, or legal holiday
when banks are not open for business in such State.


 






    	20



    	 



    

 


(e)               
Severability. If any provision of this Agreement is rendered unenforceable in whole or in part, such provision will
be limited to the extent necessary to render the remainder of the Agreement valid, or will be deemed to be removed from this Agreement,
as circumstances require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited,
or as if said provision has not been included herein, as the case may be.


 


(f)               
Headings. Headings of sections are for convenience of reference only, and shall not be construed as a part of this
Agreement.


 


(g)              
Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefits of the parties hereto,
and their respective successors, and permitted assigns. This Agreement may not be assigned by either party without the consent
of the other party, except that Buyer may, without consent from Seller, assign this Agreement to an affiliate of Buyer, Reven Housing
REIT, Inc., or any affiliate of Reven Housing REIT, Inc. or any entity formed by Buyer for the purpose of acquiring or taking title
to the Property; provided that such assignment will not release Buyer from its obligations under this Agreement. Any assignment
in accordance with this Section 22(g) will entitle the assignee thereunder to all rights and benefits, and subject such
assignee to all obligations, of Buyer hereunder.


 


(h)              
Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed,
or sent by Federal Express, UPS or other recognized overnight courier service for next business day delivery, or sent by facsimile
transmission or electronic mail (so long as reasonable evidence that such notice was sent and received is obtained by the sending
party). Any notice provided hereunder shall be deemed to be given when sent in accordance with this provision, but any time to
respond to such notice as provided in this Agreement will not commence until the actual receipt of the notice. Notices will be
deemed valid if sent to the parties as follows:


 


IF TO BUYER


 


Reven Housing
Florida 2, LLC


P.O. Box
1459


La Jolla,
California 92038-1459


Phone: 858-459-4000


E-mail: cmc@revenhousingreit.com


E-mail: mps@revenhousingreit.com


Attention:
Chad Carpenter and Michael Soni


 






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with a copy to:


 


Greenberg Traurig, LLP


3161 Michelson Drive


Suite 1000


Irvine, California 92612


Phone: (949) 732-6665


E-mail: gloriosoc@gtlaw.com


Attention: Craig C. Glorioso


 


with an additional copy
to:


 


Greenberg Traurig, LLP


1840 Century Park East


Suite 1900


Los Angeles, California
90067


Phone: (310) 586-7855


E-mail: presants@gtlaw.com


Attention: Sandy
Presant


 


IF TO SELLER:


 


Jonathan
Philips


3009 Cypress
Knee Ct.


Raleigh,
NC 27607


 


with a copy
to:


 


Chris Funk


6005 Powers Ave., #103


Jacksonville, Florida
32217


E-mail: chrisfunkck@aol.com


 


 


IF TO ESCROW HOLDER:


 


Bay National Title
Company


6955 South Union
Park Center


Suite 170


Midvale, Utah 84047


Phone: (727) 831-8277


E-mail: TMullins@BNTC.COM


Attention: Tina
Mullins


 






    	22



    	 



    

 


IF TO UNDERWRITER:


 


Fidelity National Title
Insurance Company


1300 Dove Street, Suite
130


Newport Beach, California 
92660


Phone: (949) 221-4715


E-mail: paul.mcdonald@fnf.com


Attention:  Paul
McDonald


 


or to such additional or other persons,
at such other address or addresses as may be designated by notice from Buyer or Seller, as the case may be, to the other. Notices
by mail shall be sent by United States certified or registered mail, return receipt requested, postage prepaid, and shall be deemed
given upon receipt or refusal of receipt. Notices by facsimile or electronic mail shall be deemed given and effective upon receipt
or refusal of receipt. Notices by overnight courier shall be deemed given and effective upon receipt or refusal of receipt from
Federal Express, UPS or another recognized overnight courier service.


 


(i)                
Governing Law; Venue. To the extent enforceable, the parties agree that this Agreement 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 will apply. In any dispute arising out of or related to this Agreement, an action must be brought
in Federal or State court, as applicable, in the County of Los Angeles, California. The provisions of this Section 22(i)
will survive the termination of this Agreement.


 


(j)                
Counterparts. This Agreement may be executed in any number of identical counterparts, any or all of which may contain
the signatures of less than all of the parties, and all of which shall be construed together as but a single instrument.


 


(k)              
Attorneys’ Fees. If any action or proceeding brought by either party against the other under this Agreement,
the prevailing party shall be entitled to recover all costs and expenses including its attorneys’ fees in such action or
proceeding in such amount as the court may adjudge reasonable. The prevailing party shall be determined by the court based upon
an assessment of which party’s major arguments made or positions taken in the proceedings could fairly be said to have prevailed
over the other party’s major arguments or positions on major disputed issues in the court’s decision. If the party
that commenced or instituted the action, suit or proceeding dismisses or discontinues it without the concurrence of the other party,
such other party shall be deemed the prevailing party. The provisions of this Section 22(k) will survive any termination
of this Agreement.


 


(l)                
Construction. This Agreement will not be construed more strictly against either party by virtue of the fact that
it was prepared by one party or its counsel, it being recognized that each party hereto has had the opportunity to review, have
its counsel review, and provide input into this Agreement. All words herein that are expressed in the neuter gender shall be deemed
to include the masculine, feminine and neuter genders and any word herein that is expressed in the singular or plural shall be
deemed, whenever appropriate in the context, to include the plural and the singular.


 






    	23



    	 



    

 


(m)            
Reporting Obligations. Seller and Buyer hereby designate Escrow Holder to act as and perform the duties and obligations
of the “reporting person” with respect to the transaction contemplated by this Agreement for purposes of 26 C.F.R.
Section 1.6045-4(e)(5) relating to the requirements for information reporting on real estate transactions. If required under
applicable law, Seller, Buyer and Escrow Holder shall execute at Closing a Designation Agreement designating the Escrow Holder
as the reporting person with respect to the transaction contemplated by this Agreement.


 


(n)              
1031 Exchange. Either party may involve this transaction in a like-kind exchange under Internal Revenue Code Section
1031, the cost and expense of which will be borne solely by the party invoking such structure. Each party shall reasonably cooperate
with the other in such structure, provided that the party that is not participating in a like-kind exchange shall incur no material
costs, expenses or liabilities in connection with the other’s exchange and will not be required to take title to or contract
for purchase of any other property. If either party uses a qualified intermediary or exchange accommodator to effectuate the exchange,
any assignment of the rights or obligations of such party shall not relieve, release or absolve such party of its obligations to
the other.


 


(o)              
Bulk Sales. Seller agrees to indemnify and hold Buyer, any permitted assignee of Buyer’s rights under this
Agreement and any of their respective affiliates, officers, directors, shareholders, members, partners, agents, employees and advisors
(collectively, the “Indemnified Parties”) harmless from and against any and all claims, damages, losses,
costs, expenses, liens, actions and causes of actions (including, without limitation, reasonable attorneys’ fees and expenses)
that may be incurred by, or asserted against, Buyer, any of the other Indemnified Parties or the Property by reason of either such
noncompliance with the Bulk Sales laws applicable in the state or states where the Property is located, or the failure of Seller
to have paid any taxes, penalties or interest which are the subject of such laws. The provisions and obligations of this Section
24(o) shall survive the Closing.


 


(p)              
Confidentiality. Buyer, Seller, and their respective representatives shall hold in strictest confidence all data
and information obtained with respect to the transaction contemplated herein, including, without limitation, the operation and
management of the Property, whether obtained before or after the execution and delivery hereof, as well as of Buyer’s plans
to purchase the Property or other properties in other locations, and shall not use such data or information for purposes unrelated
to this Agreement or disclose the same to others except as expressly permitted hereunder. The preceding sentence shall not be construed
to prevent Buyer or Seller from disclosing to their prospective lenders or investors, or to its officers, directors, attorneys,
accountants, architects, engineers and consultants to perform their designated tasks in connection with Buyer’s inspection
and proposed acquisition of the Property, provided Buyer advises any such party of the confidential nature of the information disclosed.
However, neither party shall have this obligation concerning information which: (a) is published or becomes publicly available
through no fault of either the Buyer or Seller; (b) is rightfully received from a third party; or (c) is required to
be disclosed by law. Notwithstanding the preceding, nothing in this Agreement will prevent or be deemed to limit Buyer’s
ability to disclose the existence of this Agreement, and the nature of any material terms herein, to the Securities and Exchange
Commission or any other governmental agency to which Buyer, or its successors hereunder, have a disclosure obligation under any
applicable law. The terms of this Section 22(p) shall survive the consummation of the transaction contemplated herein or the earlier
termination of this Agreement.


 






    	24



    	 



    

 


(q)              
Post-Closing Vacancy Holdback. $20,000.00 of the Purchase Price (the “Post-Closing Vacancy Holdback”)
shall be withheld by the Escrow Holder subject to this Section 22(q). If any of the properties that comprise the Property become
tenantless or vacant because the tenant or other occupant breached the lease or other occupancy agreement (the “Post-Closing
Vacancy Property”) within 60 days after Closing, for each Post-Closing Vacancy Property, Buyer shall provide back-up
documentation reasonably satisfactory to Seller documenting the breach and vacancy and Buyer shall be refunded an amount equal
to the sum of the loss of rent and expenses incurred related to renting and preparing all of the properties that comprise the Post-Closing
Vacancy Property; provided that the amount refunded will not exceed the Post-Closing Vacancy Holdback. After all properties that
comprise the Post-Closing Vacancy Property are rented, Escrow Holder shall return to Seller any funds remaining in the Post-Closing
Vacancy Holdback.


 


(r)                
Post-Closing Return of Properties. If during the ninety (90) day period after Closing Buyer learns that any leases,
other occupancy agreements or contracts of any kind on properties that comprise the Property provide the tenant, occupant or any
other third party with an option to purchase the property, a right of first refusal, a right of first offer or any other contractual
option or right to purchase the property, then the sale of such property to Buyer shall be rescinded and the purchase price of
such property shall be refunded by Seller to Buyer within thirty (30) days of Buyer’s written notice to Seller. Buyer’s
notice to Seller shall include back-up documentation reasonably satisfactory to Seller demonstrating the existence of the option
to purchase the property, a right of first refusal, a right of first offer, or any other contractual option or right to purchase
the property.


 


(s)               
Radon Gas Notice. Pursuant to Florida Statutes Section 404.056(8), Seller hereby makes, and Buyer hereby acknowledges,
the following notification:


 


RADON GAS:
Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present
health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health
unit.


 


[SIGNATURE PAGE FOLLOWS]


 






    	25



    	 



    

 


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


 


	 	SELLER	 
	 	 	 	 
	 	ADCIP, LLC,	 
	 	a Delaware limited liability company	 
	 	 	 	 
	 	By:   	/s/ Terrell Wolfram	 
	 	 	Terrell Wolfram, Managing Director	 
	 	 	 	 
	 	ADCIP II, LLC,	 
	 	a Delaware limited liability company	 
	 	 	 	 
	 	By: 	/s/ Terrell Wolfram	 
	 	 	Terrell Wolfram, Managing Director	 
	 	 	 	 
	 	BUYER	 
	 	 	 	 
	 	REVEN HOUSING FLORIDA 2, LLC,	 
	 	a Delaware limited liability company	 
	 	 	 	 
	 	By:   	/s/ Chad Carpenter	 
	 	 	Chad Carpenter	 
	 	 	Chief Executive Officer	 


 




    	26



    	 



    

 


LIST OF EXHIBITS AND SCHEDULES


 


	EXHIBITS	DESCRIPTIONS
	1. EXHIBIT A	DESCRIPTION OF THE PROPERTIES
	2. EXHIBIT B	LIST OF CONTRACTS
	3. EXHIBIT C	FORM OF DEED
	4. EXHIBIT D	FORM OF BILL OF SALE
	5. EXHIBIT E	FORM OF ASSIGNMENT OF LEASES AND CONTRACTS 
	6. EXHIBIT F	FORM OF FIRPTA AFFIDAVIT
	7. EXHIBIT G	TENANT ESTOPPEL AGREEMENT
	8. EXHIBIT H	FINANCIAL INFORMATION FOR 3-14 AUDIT
	 	 
	SCHEDULES	DESCRIPTIONS
	1. I	LIST OF SELLER ENTITIES
	2. 6(a)(3)	PROPERTY INFORMATION
	3. 6(a)(5)	LIST OF LEASES


 




    	 



    	 



    

 


EXHIBIT
A


 


DESCRIPTION
OF THE PROPERTies


 


	No.	Address	Zip Code	Seller Entity
	1.              	9136 Van Buren	32208	ADCIP, LLC
	2.              	5120 Quan Dr.	32205	ADCIP, LLC
	3.              	5831 Carter Ln.	32244	ADCIP, LLC
	4.              	1122 Saratoga Blvd.	32208	ADCIP II, LLC
	5.              	5314 Portsmouth Ave.	32208	ADCIP II, LLC
	6.              	5715 Green Forest Dr.	32244	ADCIP II, LLC
	7.              	8116 Paul Jones Dr.	32208	ADCIP II, LLC
	8.              	1205 Kenmore St.	32208	ADCIP, LLC
	9.              	274 Tallulah Ave.	32208	ADCIP, LLC
	10.          	5577 Cabot Drive North	32244	ADCIP, LLC
	11.          	5129 Appleton Ave.	32210	ADCIP II, LLC
	12.          	2463 Gayland Rd.	32218	ADCIP, LLC
	13.          	2707 Clyde Dr.	32208	ADCIP II, LLC
	14.          	2719 Elmwood Rd.	32210	ADCIP II, LLC
	15.          	4605 Williamsburg Ave.	32208	ADCIP II, LLC
	16.          	4924 N. Middleburg Rd.	32210	ADCIP II, LLC
	17.          	5553 Bennington Dr.	32244	ADCIP II, LLC
	18.          	5603 Bennington Dr.	32244	ADCIP II, LLC
	19.          	603 Gardenia Ln.	32208	ADCIP II, LLC
	20.          	6812 Jack Horner Ln.	32210	ADCIP II, LLC
	21.          	1760 Keats Rd.	32208	ADCIP, LLC
	22.          	4535 E. Marlboro Cir.	32206	ADCIP, LLC
	23.          	4861 Irvington Ave.	32210	ADCIP, LLC
	24.          	5934 W. Camaro Dr.	32244	ADCIP, LLC
	25.          	1028 Bunker Hill Rd.	32208	ADCIP II, LLC
	26.          	324 Sapelo Rd.	32216	ADCIP II, LLC
	27.          	5220 Seaspray Ave.	32244	ADCIP II, LLC
	28.          	1646 Griflet Rd.	32211	ADCIP, LLC
	29.          	3227 Dellwood Ave.	32205	ADCIP, LLC
	30.          	7326 Melvin Rd.	32210	ADCIP, LLC
	31.          	9402 Devonshire Blvd.	32208	ADCIP II, LLC
	32.          	5525 Moret Dr.	32244	ADCIP, LLC
	33.          	10337 Westmar Rd.	32218	ADCIP II, LLC



 






    	Exhibit A – Page 1



    	 



    

 


	34.          	10561 Ashby Rd.	32218	ADCIP II, LLC
	35.          	10573 Rutgers Rd.	32218	ADCIP II, LLC
	36.          	1165 Stephenson Cir.	32208	ADCIP II, LLC
	37.          	2123 W. Patou Dr.	32210	ADCIP II, LLC
	38.          	2434 Quail Ave.	32218	ADCIP II, LLC
	39.          	2621 Wylene St.	32209	ADCIP II, LLC
	40.          	4649 Portsmouth Ave.	32208	ADCIP II, LLC
	41.          	4926 Tallyho Ave.	32208	ADCIP II, LLC
	42.          	5340 Royce Ave.	32205	ADCIP II, LLC
	43.          	5872 Liska Dr.	32244	ADCIP II, LLC
	44.          	7027 Barberie St.	32208	ADCIP II, LLC
	45.          	8748 Darlington Dr.	32208	ADCIP II, LLC
	46.          	8987 Castle Blvd.	32208	ADCIP II, LLC
	47.          	9340 Sibbald Rd.	32208	ADCIP II, LLC
	48.          	1124 Legay Ave.	32205	ADCIP II, LLC
	49.          	5331 Woodcrest Rd.	32205	ADCIP, LLC
	50.          	7633 Mayapple Rd.	32211	ADCIP, LLC
	51.          	7746 Pickett St.	32208	ADCIP, LLC
	52.          	9816 Norfolk Blvd.	32208	ADCIP, LLC
	53.          	2921 Tinsley Rd.	32218	ADCIP II, LLC
	54.          	2558 Lamee Ln.	32207	ADCIP, LLC
	55.          	1160 Carthage Dr.	32218	ADCIP, LLC
	56.          	361 Lido Place	32073	ADCIP, LLC
	57.          	7594 Raborn Ln.	32210	ADCIP, LLC
	58.          	5111 Doncaster Ave.	32208	ADCIP II, LLC
	59.          	3756 Clyde Dr.	32208	ADCIP II, LLC
	60.          	4367 Will Scarlet Rd.	32208	ADCIP II, LLC
	61.          	5601 Tampico Rd.	32210	ADCIP II, LLC
	62.          	5671 Marathon Pkwy.	32244	ADCIP II, LLC
	63.          	7948 S. Chateau Dr.	32221	ADCIP II, LLC
	64.          	8144 Merivale Rd.	32208	ADCIP II, LLC
	65.          	8823 Darlington Dr.	32208	ADCIP II, LLC
	66.          	968 Ashton St.	32208	ADCIP II, LLC
	67.          	9915 Campus Ave.	32208	ADCIP II, LLC
	68.          	7004 Bernay Ave.	32208	ADCIP, LLC
	69.          	4135 Bunnell Dr.	32246	ADCIP, LLC
	70.          	2419 Whispering Woods Blvd.	32246	ADCIP, LLC
	71.          	1250 Carthage	32218	ADCIP II, LLC



 






    	2



    	 



    

 


	72.          	5856 Liska Dr.	32244	ADCIP II, LLC
	73.          	1348 N. Eagle Cove Rd.	32218	ADCIP II, LLC
	74.          	1653 Fouraker Rd.	32221	ADCIP II, LLC
	75.          	1853 Forest Hills Rd.	32208	ADCIP II, LLC
	76.          	1935 Marquis Dr.	32210	ADCIP II, LLC
	77.          	303 Century St.	32211	ADCIP II, LLC
	78.          	4962 Rochdale Rd.	32208	ADCIP II, LLC
	79.          	634 Herman St.	32205	ADCIP II, LLC
	80.          	6424 Cooper Ln.	32210	ADCIP II, LLC
	81.          	740 Trekker St.	32216	ADCIP II, LLC
	82.          	8814 Yeoman Dr.	32208	ADCIP II, LLC
	83.          	8863 Yeoman Dr.	32208	ADCIP II, LLC
	84.          	9153 Jackson Ave.	32208	ADCIP II, LLC
	85.          	9271 Devonshire Blvd.	32208	ADCIP II, LLC
	86.          	1032 Mayer Dr.	32211	ADCIP, LLC
	87.          	730 Stanwick Rd.	32208	ADCIP, LLC
	88.          	2820 Kline Rd.	32246	ADCIP, LLC
	89.          	1637 Stafford Rd.	32208	ADCIP II, LLC
	90.          	5547 Minosa Cir. W.	32209	ADCIP, LLC
	91.          	5033 Locksley Ave.	32208	ADCIP II, LLC
	92.          	11728 Tanager Dr.	32225	ADCIP, LLC
	93.          	6738 Rhone Dr.	32208	ADCIP, LLC
	94.          	5701 Carver Cir.	32208	ADCIP II, LLC
	95.          	11177 Key Haven Blvd.	32218	ADCIP II, LLC
	96.          	5130 Foxboro Rd.	32208	ADCIP II, LLC
	97.          	5255 Foxboro Rd.	32208	ADCIP II, LLC
	98.          	5339 Baycrest Rd.	32205	ADCIP II, LLC
	99.          	6523 Harlow Blvd.	32210	ADCIP II, LLC
	100.      	8690 W. Greatpine Ln.	32244	ADCIP II, LLC
	101.      	753 Gardenia Ln.	32208	ADCIP, LLC
	102.      	3811 Spring Park Rd.	32207	ADCIP II, LLC
	103.      	9030 9th Ave.	32208	ADCIP II, LLC
	104.      	4606 Albermarle Ave.	32207	ADCIP, LLC
	105.      	1005 Bacall Rd.	32218	ADCIP II, LLC
	106.      	1039 E. Cherbourg Ave.	32205	ADCIP II, LLC
	107.      	1288 Peacefield Dr.	32205	ADCIP II, LLC
	108.      	255 W. 66th St.	32208	ADCIP II, LLC
	109.      	4614 Bristol Ave.	32208	ADCIP II, LLC
	110.      	5279 Baycrest Rd.	32205	ADCIP II, LLC



 






    	3



    	 



    

 


	111.      	8055 Wakefield Ave.	32208	ADCIP II, LLC
	112.      	9126 W. Altamont Ave.	32208	ADCIP II, LLC
	113.      	3024 Kline Rd.	32246	ADCIP, LLC
	114.      	2119 Hugh Edwards Dr.	32210	ADCIP II, LLC
	115.      	3547 Tarpon Dr.	32277	ADCIP, LLC
	116.      	10974 W. Bacall Rd.	32218	ADCIP II, LLC
	117.      	4010 Green St.	32205	ADCIP II, LLC
	118.      	4626 Castleton Dr.	32208	ADCIP II, LLC
	119.      	6350 W. Pennant Dr.	32244	ADCIP II, LLC
	120.      	3244 W. Shetland Rd.	32277	ADCIP II, LLC
	121.      	11771 Mallard Ln.	32218	ADCIP II, LLC
	122.      	1815 E. Lilly Rd.	32207	ADCIP II, LLC
	123.      	2402 Burgoyne Dr.	32208	ADCIP II, LLC
	124.      	4231 Polo Ct.	32277	ADCIP II, LLC
	125.      	7583 Patrice Ct.	32210	ADCIP II, LLC
	126.      	794 La Marche Dr.	32205	ADCIP II, LLC
	127.      	8764 Darlington Dr.	32208	ADCIP II, LLC
	128.      	5939 Pueblo Ct.	32244	ADCIP, LLC
	129.      	7427 W. John F. Kennedy Dr.	32219	ADCIP, LLC
	130.      	7837 Caxton Cir. West	32208	ADCIP, LLC
	131.      	285 N. Renne Dr.	32218	ADCIP II, LLC
	132.      	7017 N. Sonora Dr.	32244	ADCIP II, LLC
	133.      	7818 Stephenson Dr.	32208	ADCIP, LLC
	134.      	1540 Lake Shore Blvd.	32205	ADCIP II, LLC
	135.      	7531 Collins Ct.	32244	ADCIP, LLC
	136.      	8614 3rd Ave.	32208	ADCIP, LLC
	137.      	6815 Bambi Ln.	32210	ADCIP II, LLC
	138.      	11369 Tanager Dr. S.	32225	ADCIP II, LLC
	139.      	8606 3rd Ave.	32208	ADCIP, LLC
	140.      	7522 S. Sandhurst Rd.	32277	ADCIP II, LLC



 






    	4



    	 



    

 




EXHIBIT
B


 


LIST
OF CONTRACTS


 


		1.	



 




    	 



    	 



    

 


EXHIBIT
C


 


FORM
OF DEED


 


 


 


FORM
OF DEED


 


Prepared by and return to:


 


[__________]


[__________]


[__________]


 


PARCEL IDENTIFICATION NO.: [_________________]


 


 


SPECIAL WARRANTY DEED


 


 


THIS INDENTURE
is made this __ day of _________, 20__, by and between [___________________________],
a [____________________] (hereinafter called “Grantor”), whose address is [___________________________] and
[____________], a [__________] (hereinafter called “Grantee”), whose address is [__________________________________________________].


 


WITNESSETH


 


The Grantor, for and
in consideration of the sum of Ten Dollars ($10.00), to it in hand paid by the Grantee, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, has granted, bargained and sold and does hereby grant, bargain and
sell to Grantee the following described real estate, situated, lying and being in the County of___________________, State of Florida,
more particularly described on Exhibit A attached hereto and made a part hereof.


 


SUBJECT TO only
those matters set forth on Exhibit B attached hereto and made a part hereof (the “Permitted Encumbrances”),
without reimposing same.


 


TO HAVE AND TO HOLD
the aforesaid real estate, together with all the improvements, licenses, tenements, hereditaments, easements and appurtenances
thereto belonging or in anywise appertaining unto Grantee, its successors and assigns in fee simple forever.


 






    	 



    	 



    

 


And Grantor hereby
covenants with Grantee that Grantor is lawfully seized in fee simple of the aforesaid real estate; that Grantor has good right
to sell and convey the same; and that the same is unencumbered except for the Permitted Encumbrances. Grantor hereby warrants the
title to the aforesaid real estate and will defend same against the lawful claims of all persons claiming by, through or under
Grantor, but no others.


 


(When used herein the
terms “Grantor” and “Grantee” shall be construed to include, masculine, feminine, singular or plural as
the context permits or requires, and shall include heirs, personal representatives, successors or assigns.)


 


IN WITNESS WHEREOF,
the Grantor has caused this Indenture to be executed in its name and caused its seal to be affixed as of the day and year first
above written.


 


	
        Signed, sealed and delivered in the presence
        of:

         

         

         

         

        ______________________________

        Witness (print name): ___________________

         

         

        ______________________________

        Witness (print name): ___________________

         

         
	
        GRANTOR:

         

        [___________________]

         

        By: _________________________

        Name: _______________________

        Title: ________________________

         

         



 


THE STATE OF __________           §


 


COUNTY OF________                      §


 


The foregoing instrument
was acknowledged before me on ___________, 20____, by _________________, the ______________of __________________, a __________________________,
on behalf said entity. He/She personally appeared before me, is personally known to me or produced __________________________ as
identification.


 


________________________________


Notary Public, State of _______


My Commission Expires:


 


________________________________


Printed/Typed Name


 




    	 



    	 



    

 


EXHIBIT A TO SPECIAL WARRANTY DEED


 




    	 



    	 



    

 


EXHIBIT B TO SPECIAL WARRANTY DEED


 





		1.	Real estate taxes or assessments for 20__ and subsequent years, which are not yet due and payable.



		2.	Rights of tenants, as tenants only, pursuant to unrecorded lease(s).



		3.	Local, state and federal laws, ordinances or governmental regulations, including, but not limited to, building and zoning laws,
ordinances and regulations, now or hereafter in effect relating to the Property.



		4.	[list Schedule B-2 exceptions]





 






    	 



    	 



    

 


EXHIBIT
D


 


FORM OF BILL OF SALE


 


THE ENTITIES LISTED
ON SCHEDULE I HERETO (collectively, “Seller”), for good and valuable considerations, receipt and sufficiency
of which are hereby acknowledged, does hereby quitclaim, sell, assign, transfer and set over to REVEN HOUSING FLORIDA 2, LLC, a
Delaware limited liability company (“Buyer”), all of its right, title and interest, if any, in and to
any Personal Property located on and used in connection with the Property. Seller warrants that it owns such Personal Property
free and clear of liens and encumbrances of any persons claiming by, through or under Seller.


 


Capitalized terms used
herein shall have the meanings given to them in that certain Single Family Homes Real Estate Purchase and Sale Agreement, dated
as of _________, 2015, between Seller and Buyer.


 


IN WITNESS WHEREOF,
Seller has caused this bill of sale to be signed and sealed in his name by its officer thereunto duly authorized this ____ day
of _________, 2015.


 





	 	SELLER:
	 	 	 
	 	ADCIP, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Its:	 
	 	 	 
	 	 	 
	 	ADCIP II, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Its:	 


 




    	 



    	 



    

 


EXHIBIT
E


 


FORM OF ASSIGNMENT OF LEASES AND CONTRACTS


 


THIS ASSIGNMENT OF LEASES AND CONTRACTS
AND CONTRACTS (this “Assignment”) is entered into as of the ____ of _______, 2015 (the “Effective
Date”), between THE ENTITIES LISTED ON SCHEDULE I HERETO (collectively, “Assignor”), and
REVEN HOUSING FLORIDA 2, LLC, a Delaware limited liability company (“Assignee”).


 


RECITALS


 


Assignor has conveyed
to Assignee that certain parcel of real property and improvements located at ________ pursuant to that certain Single Family Homes
Real Estate Purchase and Sale Agreement, dated as of _________ ___, 2015 (the “Agreement”) by and between
Assignor, as Seller, and Assignee, as Buyer. Capitalized terms not otherwise defined herein shall have the meaning given to them
in the Agreement.


 


Assignor now desires
to assign and transfer to Assignee all of Assignor’s right, title and interest in, to and under the Leases and the Contracts.


 


1.Property.
The “Property” means the real property located in _________, legally described in Exhibit A attached
to this Assignment, together with the building, structures and other improvements located thereon.


 


2.Leases.
The “Leases” means those leases and occupancy agreements affecting the Property which are described in
Exhibit B attached to this Assignment.


 


3.Contracts.
“Assumed Contracts” means those agreements (including any service, maintenance, or repair
contracts) that are listed on Exhibit C attached to this Assignment that will survive the Closing.


 


4.Assignment.
For good and valuable consideration received by Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor
hereby grants, transfers and assigns to Assignee the entire right, title and interest of Assignor in and to the Leases and the
Contracts.


 


5.Assumption.
Assignee hereby assumes and agrees to perform the obligations of Assignor under the Leases and Contracts which accrue and are attributable
to the period from and after the Effective Date. Additionally, Assignee agrees to pay all monetary obligations when due under the
Contracts arising before the Effective Date to the extent Assignee received a credit on the settlement statement in connection
with its purchase of the Property.


 


6.Successors
and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors
and assigns.


 






    	 



    	 



    

 


7.Counterparts.
This Assignment may be executed in any number of identical counterparts, any or all of which may contain the signatures of fewer
than all of the parties but all of which shall be taken together as a single instrument.


 


8.Governing
Law. This Assignment shall be governed and interpreted in accordance with the laws of __________________.


 


IN WITNESS WHEREOF,
Assignor and Assignee have caused this Assignment of Leases and Contracts to be executed as of this ______ day of ________________,
2015.


 


	 	ASSIGNOR
	 	 	 
	 	ADCIP, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:   	 
	 	Its: 	 
	 	 	 
	 	ADCIP II, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Its: 	 
	 	 	 
	 	ASSIGNEE
	 	 	 
	 	Reven HOUSING FLORIDA 2, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By: 	 
	 	 	Chad Carpenter
	 	 	Chief Executive Officer


 




    	 



    	 



    

 


EXHIBIT
F


 


FORM
OF FIRPTA AFFIDAVIT


 


Section 1445 of the
Internal Revenue Code, as amended, provides that a transferee of a United States real property interest must withhold tax if the
transferor is a foreign person. To inform the Transferee (hereinafter defined) that withholding of tax is not required upon the
disposition of a United States real property interest by THE ENTITIES LISTED ON SCHEDULE I HERETO (collectively, the “Transferor”)
to REVEN HOUSING FLORIDA 2, LLC, a Delaware limited liability company (the “Transferee”) relating to
the real property described on Schedule A hereto (the “Transferred Interests”), the undersigned,
being first duly sworn upon oath, does hereby depose and say, and does hereby on behalf of the Transferor represent that the following
is true as of the date hereof:


 


1.__________________
is the______________________ of the Transferor, and is familiar with the affairs and business of the Transferor;


 


2.The Transferor
is not a foreign person; that is, the Transferor is not a nonresident alien, a foreign corporation, foreign partnership, foreign
trust or foreign estate (as all such terms are defined in the Internal Revenue Code of 1986, as amended, and United States Treasury
Department Income Tax Regulations in effect as of the date hereof);


 


3.The Transferor
is a limited liability company duly organized, validly existing and in good standing under the laws of the State of _________;


 


4.The Transferor’s
United States employer identification number is ______________; and


 


5.The Transferor’s
office address and principal place of business is c/o __________________________.


 


6.Transferor is
not a disregarded entity as defined in §1.1445-2(b)(2)(iii);


 


The undersigned and
the Transferor understand that this affidavit and certification may be disclosed to the United States Internal Revenue Service
by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.


 


All terms (whether
capitalized or not) used but not defined herein shall have the same respective meanings as in the Internal Revenue Code of 1986,
as amended, and the United States Treasury Department Income Tax Regulations in effect as of the date hereof.


 


Under penalties of
perjury, we declare that we have examined this affidavit and certificate, and to the best of our knowledge and belief, it is true,
correct and complete. We further declare that we have authority to sign this affidavit and certificate on behalf of the Transferor.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
Transferor has executed and delivered this FIRPTA Affidavit as of ____________, 2015


 


	 	ADCIP, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:   	 
	 	Its: 	 
	 	 	 
	 	ADCIP II, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Its: 	 


 




    	 



    	 



    

 


Exhibit G


 


__________________, 2015


 


Reven Housing Florida 2, LLC


P.O. Box 1459


La Jolla, California 92038-1459


 


Re:            Lease of
property located at
__________________________________________________________________________________________________________________________________________________
(the “Premises”)


 


Gentlemen:


 


The undersigned (“Tenant”)
hereby certifies to Reven Housing ________, LLC (“Reven”) as follows, with the knowledge that Reven will
rely on the truth and accuracy of these statements:


 


1.                 
Tenant is currently the lessee under a lease (“Lease”) dated as of ________________ between _________________
(“Landlord”) with respect to the Premises.


 


2.                 
Tenant currently occupies the Premises and began paying rent on or about ___________________.


 


3.                 
The current monthly rent under the Lease is $___________________.


 


4.                 
A security deposit in the amount of $______________ has been paid to Landlord pursuant to the Lease.


 


5.                 
Tenant’s contact information is as follows:


		a.	Name: _________________________



		b.	Email: _________________________



		c.	Phone No.: _____________________



 


6.                 
The Lease expires on __________________________, with renewal rights, if any, as set forth in the Lease.


 


7.                 
If Landlord is currently in default under the Lease, please explain the circumstances of such default: 


 


	 
	 
	 


  


8.                 
If any repairs must be made to the Premises by Landlord, please list them here:


 





	 
	 
	 


 




    	 



    	 



    

 


9.                 
The Lease is in full force and effect, has not been modified, supplemented or amended, except as specifically done in writing
and agreed upon by Tenant and Landlord, and constitutes the entire agreement between Tenant and Landlord.


 


10.             
Tenant (i) has not received any uncured notice of default by Tenant under the Lease, and (ii) has not sent or received any
notice to terminate the Lease.


 


11.             
Tenant has not transferred, encumbered, mortgaged, assigned, conveyed or otherwise disposed of the Lease or any interest
therein.


 


12.             
This letter shall inure solely to the benefit of Reven and no other party.


 


	 	Very truly yours,
	 	 	 
	 	By:  	 


 






    	Exhibit G



    	 



    

 





Exhibit H


 


	 	FINANCIAL INFORMATION FOR 3-14 AUDIT
	1	Monthly operating statements, YTD & prior full fiscal year 
	2	Property tax bills and Assessment, current and prior year with proof of payment (including special assessments or districts and appeals) 
	3	Insurance bills, current and prior year with proof of payment
	4	Utility bills for any master-metered utility expenses and any resident unit utilities paid by the Property, monthly YTD and past calendar year
	5	General Ledger, prior year, and YTD (in Excel format)
	6	Trial Balance, prior year, and YTD (in Excel format)
	7	Bank Statements and Reconciliations, prior year, and YTD (monthly)
	8	Cash Disbursement Journal, prior year, and YTD
	9	Check Register, prior year, and YTD
	10	Accounts Payable Aging Detail, prior year, and YTD
	11	Tenant Ledger for the property, prior year and YTD
	12	Aged Delinquency Report (showing total rent outstanding) with status of any files placed for eviction or collection
	13	Rent and expense selections, prior year, and YTD (25 respective selections to be made by Buyer’s independent REIT 3-14 auditors based upon items received above)
	14	Property management contracts and support for payments under the contract for prior year, and YTD.
	15	Other applicable long-term contracts and payments under such contracts for prior year, and YTD.
	16	Current leases for all tenants with all available tenant correspondence files (including amendments/letters/agreements/default notices given or received)
	17	Copies of back-up for rents received prior year and YTD (25 selections to be made by Buyer’s independent RIET 3-14 auditors)
	18	List of leases under negotiation or currently out for signature
	19	Pending litigation information, if applicable


 






    	Exhibit H



    	 



    

 





SCHEDULE I


 


		1.	ADCIP, LLC, a Delaware limited liability company



		2.	ADCIP II, LLC, a Delaware limited liability company





 




    	 



    	 



    

 


SCHEDULE 6(a)(3)


PROPERTY INFORMATION


 


[SUBJECT TO FURTHER REVIEW AND DEAL-SPECIFIC
DOCUMENTATION]


 


		1.	Copies of all Contracts listed in Exhibit B to this Agreement.



 


		2.	Leases and rental applications for each property that comprises the Property. A copy of Seller’s
rent rolls for the calendar month in which the Closing occurs and the eleven calendar months preceding the month in which the Closing
occurs.



 


		3.	To the extent available, copies of all certificates of occupancy and other licenses and permits.



 


		4.	To the extent available, copies of all environmental, engineering, geo-technical reports.



.


		5.	To the extent available, insurance loss histories for preceding three calendar years.



 


		6.	Copies of three most recent real estate tax bills.



 


		7.	To the extent available, a copy of the most recent surveys for the properties that comprise the
Property.



 


		8.	All audited and unaudited internal operating income and expense statements prepared by Seller shown
on an excel spreadsheet on a house by house basis for as long as the Seller has owned each house, all cash receipt journals and
bank statements relating to the properties, and Seller’s general ledger, each for the period commencing in September, 2011
and ending in the month in which the Closing occurs.



 


		9.	Schedule of tangible personal property.



 


		10.	Detailed reports, including but not limited to aging summary, prepaid rents, refundable security
deposits, misc. income.



 


		11.	Copies of utility bills for the past three months.



 


		12.	Summary of pending litigation and claims.



 


		13.	A schedule of all items of repair and maintenance performed by, or at the direction of, Seller
during the 12-month period preceding the Closing. Copies of tenant maintenance and service request logs for the past three months,
including move-in punch-list items, confirmation all punch-list items were completed and paid for.



 


		14.	Capital expenses and fixed asset additions made by, or at the direction of, Seller during the year
preceding the Closing.



 


		15.	Any proposed capital improvement budgets and pending proposals or executed contracts for repairs
and maintenance.



 


		16.	Tenant Estoppels: Seller to provide Buyer with estoppel certificates per Exhibit G, signed by each
tenant within the first fourteen (14) days of the Due Diligence period. The Due Diligence Period will extend day for day until
seller has provided Buyer with all signed estoppel agreements by each tenant.



 




    	 



    	 



    

 


SCHEDULE 6(a)(5)


 


[LIST OF LEASES]