Exhibit 10.1


 


SINGLE FAMILY HOMES


 


REAL ESTATE PURCHASE AND SALE AGREEMENT


 


by and between


 


HERITAGE II HOLDINGS, LLC,


a Florida limited liability company,


 


HERITAGE III HOLDINGS, LLC,


a Florida limited liability company,


 


HERITAGE IV HOLDINGS, LLC,


a Florida limited liability company,


 


HERITAGE V HOLDINGS, LLC,


a Florida limited liability company,


 


HERITAGE RE HOLDINGS, LLC,


a Florida limited liability company,


 


and


 


LINCOLN PROPERTY MANAGEMENT, LLC,


a Florida limited liability company


 


collectively, as Seller


 


and


 


REVEN HOUSING FLORIDA, LLC,

a Delaware limited liability company,

as Buyer


 


September 9, 2014


 






    	 



    	 



    

  


THIS SINGLE FAMILY
HOMES PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of September 9, 2014
(“Effective Date”), by and between HERITAGE II HOLDINGS, LLC, a Florida limited liability company, HERITAGE
III HOLDINGS, LLC, a Florida limited liability company, HERITAGE IV HOLDINGS, LLC, a Florida limited liability company, HERITAGE
V HOLDINGS, LLC, a Florida limited liability company, HERITAGE RE HOLDINGS, LLC, a Florida limited liability company, and LINCOLN
PROPERTY MANAGEMENT, LLC, a Florida limited liability company (collectively, “Seller”) and REVEN HOUSING
FLORIDA, 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: Three Million Three Hundred Thousand and 00/100 Dollars ($3,300,000.00) subject to adjustment in accordance with the
provisions of this Agreement.


 


Deposit: Thirty Three Thousand
and 00/100 Dollars ($33,000.00)


 


Closing Date: Thirty days
after expiration of the Approval Period. 


 


Due Diligence Period: Subject to
the provisions of Section 7 below, the period commencing on the Effective Date and ending on the date that is 30 days after
Buyer receives all Property Information, to be delivered to Buyer pursuant to Section 6(a)(3) and Section 7(a), during which period
Buyer will be provided the opportunity to review all aspects of the Property. 


 


Post-Closing Vacancy
Holdback: As discussed in Section 22(q) below, Fifteen Thousand and 00/100 Dollars ($15,000.00) of the Purchase Price shall
be withheld by the Escrow Holder for up to sixty (60) days after closing.


 


Escrow Holder: Fidelity National
Title Insurance Company.


 


Title Company: Fidelity National
Title Insurance Company.


 


Seller’s Broker: None.


 


Buyer’s Broker: None.


 


PRELIMINARY
STATEMENTS


 


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


 






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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 fifty (50) 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”).


 


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 or Seller’s designee, 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 and 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 Property shall be conveyed to Buyer by deeds that are in the form that are customarily used in the county in
which the Premises are located (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.


 






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(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)               
.


 


(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 Section 7(d) and
payable by Buyer to Seller as follows:


 


(1)              
Within five (5) 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.


 


(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,
then at Closing the Purchase Price will be reduced by the amount that the Purchase Price exceeds the Total Valuation; provided
that Buyer will have no right to a Purchase Price reduction in excess of three percent (3%) of the original Purchase Price without
Seller’s written agreement. If the Purchase Price exceeds the Total Valuation by more than three percent (3%) of the Purchase
Price, and Seller does not agree to reduce the Purchase Price to the Total Valuation, then Buyer may, upon written notice to Seller
at least two business days before the then-scheduled Closing Date, elect to (i) close the transaction as contemplated with
a three percent (3%) reduction of the Purchase Price or (ii) terminate this Agreement. 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.


 






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(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


 


(d)              
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 two
business days before the Closing Date, Buyer will notify Seller that certain specified properties (“Excluded Properties”)
are to be excluded from the sale contemplated in this Agreement. 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.


 


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 is validly existing as Florida limited liability companies.
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.


 






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(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 be submitted to Buyer for review and approval, 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.


 


(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.


 






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(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.


 


For purposes of this
Section 6(a), the term “Seller’s Knowledge” means the actual knowledge of Kyle Passkiewicz,
the person 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 is validly existing 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.


 






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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.


 


(3)              
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.


 


(4)              
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.


 


(5)              
Seller will continue to operate and maintain the Property in accordance with past practices and will not make any material
alterations or changes thereto;


 


(6)              
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;


 


(7)              
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.


 


(8)              
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.


 


(9)              
Seller shall repair all homes that become vacant at least five (5) days prior to the Closing to “rent-ready”
condition in accordance with Seller’s customary practice and procedure for the Property. Buyer shall receive a $3,500 credit
against the Purchase Price with respect to any unit that is vacant and not in “rent ready” condition on the Closing
Date. At Buyer’s request, Seller shall inspect each of the vacant units prior to the Closing to determine if any of such
units cannot be restored to “rent ready” condition at a cost of $3,500 or less, and Buyer and Seller hereby agree to
make such adjustments to the $3,500 per unit credit as Buyer and Seller agree, acting reasonably, are necessary in order to pay
for the cost of restoring the vacant units to “rent ready” condition. Upon request, Seller shall keep Buyer reasonably
informed as to the status of leasing prior to the Closing Date and shall deliver to Buyer copies of all new Leases.


 






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(d)              
Representation and Warranties Prior to Closing. The continued validity in all 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. If any of Seller’s representations and warranties are not true and correct 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.


 


7.                 
Due Diligence Period.


 


(a)               
Buyer will have a period commencing on the Effective Date and ending at 6:00 PM Pacific Time on the date that is 30 days
after Buyer has received all Property Information set forth in Schedule 6(a)(3) (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 agrees to submit a notice to Seller confirming Buyer has received all Property Information
once received and the date of the notice will become the Effective Date.


 


(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 escrow is required
to return Buyer’s Deposit immediately and Seller agrees and will not cause escrow 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.


 






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(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.


 


(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 and subject to the limitations set forth below, Seller shall have the right to (i) make the Necessary
Repairs after Closing and the estimated cost of the Necessary Repairs as set forth in the Third Party Inspection Report shall be
held in escrow by the Escrow Holder until such Necessary Repairs are completed by Seller within forty-five (45) days or (ii) reduce
the Purchase Price by the estimated cost of the repairs or replacements set forth in the Third Party Inspection Report. In the
event Seller elects to reduce the Purchase Price, Seller and Buyer agree that the Purchase Price will not be reduced by an amount
greater than ten percent (10%) of the Purchase Price without Seller’s written agreement. Normal wear and tear shall not constitute
grounds for a reduction in the Purchase Price. If the cost to make the repairs and replacements identified in the Third Party Inspection
Report exceeds ten percent (10%) of the Purchase Price, and Seller does not agree to reduce the Purchase Price by the identified
cost of such repairs and replacements as set forth in the Third Party Inspection Report, then Buyer may, upon written notice to
Seller and prior to the end of the Due Diligence Period, elect to (i) close the transaction as contemplated with a ten percent
(10%) reduction of the Purchase Price or (ii) 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.


 






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(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).
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 two (2) days prior to the Closing Date (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.


 


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.


 






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9.                 
Survival of Representations and Warranties After Closing.


 


(a)               
All representations and warranties of Seller herein shall survive the Closing for a period of one (1) year (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 specified in the Basic Terms section
of this Agreement (the “Closing Date”), and accomplished by recording the Deed (as defined in Section 14) in
the Official Records of the particular County in which each of the individual properties that constitute the Property is located
(the “Official Records”), 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.


 






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(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 are 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.             
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.


 






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(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.


 


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.


 


(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 shall have the right to 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.


 






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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.


 


(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.


 






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(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.


 


(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)).


 






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(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
Ten percent (110%) 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.


 


(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.


 






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(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.


 


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.


 






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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 not to exceed Fifty Thousand and 00/100 Dollars ($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 to the percentage of the original Purchase that the number of properties homes purchased bears
to the original number of properties that comprise the Property. 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)               
Seller shall pay: (i) one half (1/2) of the fees charged by the Escrow Holder, (ii) the premium for an extended coverage
ALTA Owner’s Title Policy (including any endorsements reasonably required by Buyer) issued through Escrow Holder, (iii) all
recording costs, (iv) the cost of delivering title reports to Buyer and for a CLTA owner’s title insurance policy or policies
insuring Buyer’s interest in the Property, and (v) all sales, transfer, and intangible taxes, and any other taxes, fees or
recording charges that may be imposed on the transaction (whether on the deed, title or otherwise).


 


(b)              
Buyer shall pay: (i) one half (1/2) of the fees charged by the Escrow Holder, and (ii) the cost of a new or updated ALTA
survey, if Buyer elects to conduct a survey.


 


(c)               
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) Intentionally deleted.


 






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(b)              
Seller represents to Buyer, and Buyer represents to Seller, that 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. 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 to a fraction of the original Purchase Price equal to the ratio of the properties that Buyer purchases to the number
of properties that originally comprised the Property. 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.


 






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(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 will agree,
upon the written request of Buyer, to 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.


 


(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.


 






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(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, 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


1840 Century Park East


Suite 1900


Los Angeles, California
90067


Phone: (310) 586-6505


e-mail: treisterd@gtlaw.com


Attention: Dana S. Treister


 


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:


 


Kyle Passkiewicz


3721 Dupont Station Ct.
S.,


Jacksonville, Florida
32217


Phone: (904) 303-4448


e-mail: kylepasskiewicz@gmail.com


 


with a copy to:


 


RezLegal, LLC


Reznicsek Shaw Shaffer
Jeans


4230 Pablo Professional
Court, Suite 200


Jacksonville, Florida
32224


Phone: (904) 567-1172


Attention: J. David Jeans


 






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IF TO ESCROW HOLDER:


   


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.


 






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(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 and its representatives shall hold in strictest confidence all data and information obtained
with respect to the operation and management of the Property, whether obtained before or after the execution and delivery hereof,
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 from disclosing to its 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.


 






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(q)              
Post-Closing Vacancy Holdback. Fifteen Thousand and 00/100 Dollars ($15,000.00) of the Purchase Price (the “Post-Closing
Vacancy Holdback”) shall be withheld by the Escrow Holder subject to the following terms. 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
within sixty (60) days after Closing, for each such property, Buyer shall provide back-up documentation reasonably satisfactory
to Seller documenting the breach and missing tenant or vacancy and shall be refunded Five Thousand and 00/100 Dollars ($5,000.00)
from the Post-Closing Vacancy Holdback. After sixty (60) days have elapsed after the closing, the balance of the Post-Closing Vacancy
Holdback, if any, shall be delivered to Seller.


 


(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.


 


[SIGNATURE PAGE FOLLOWS]


 






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


 





	 	SELLER
	 	 	 
	 	HERITAGE II HOLDINGS, LLC,
	 	a Florida limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Christian Allen
	 	Name:	Christian Allen
	 	Its:	President
	 	 	 
	 	HERITAGE III HOLDINGS, LLC,
	 	a Florida limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Christian Allen
	 	Name:	Christian Allen
	 	Its:	President
	 	 	 
	 	HERITAGE IV HOLDINGS, LLC,
	 	a Florida limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Christian Allen
	 	Name:	Christian Allen
	 	Its:	President
	 	 	 
	 	HERITAGE V HOLDINGS, LLC,
	 	a Florida limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Christian Allen
	 	Name:	Christian Allen
	 	Its:	President



 






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	 	HERITAGE RE HOLDINGS, LLC,
	 	a Florida limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Christian Allen
	 	Name:	Christian Allen
	 	Its:	President
	 	 	 
	 	LINCOLN PROPERTY MANAGEMENT, LLC,
	 	a Florida limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Christian Allen
	 	Name:	 Christian Allen
	 	Its:	President
	 	 	 
	 	 	 
	 	BUYER
	 	 	 
	 	 	 
	 	REVEN HOUSING FLORIDA, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Chad Carpenter
	 	 	Chad Carpenter
	 	 	Chief Executive Officer



 






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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
	SCHEDULES	DESCRIPTIONS
	1. 6(a)(3)	PROPERTY INFORMATION
	2. 6(a)(5)	LIST OF LEASES


 






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