Exhibit 10.1


 


SECOND AMENDMENT TO 


SINGLE FAMILY HOMES REAL ESTATE PURCHASE
AND SALE AGREEMENT


 


THIS SECOND AMENDMENT
TO SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Second Amendment”) is made as of
May 11, 2015 between RED DOOR HOUSING, LLC, a Texas limited liability company (“Seller”) and REVEN HOUSING
TEXAS, LLC, a Delaware limited liability company (“Buyer”) with reference to the following recitals:


 


RECITALS


 


A.Seller and Buyer entered into that certain Single
Family Homes Real Estate Purchase and Sale Agreement dated as of September 26, 2014, pursuant to which Seller agreed to sell to
Buyer and Buyer agreed to purchase from Seller, 100 single family homes in the State of Texas, as amended by that certain First
Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of January 26, 2015 (as amended, the “Agreement”).


 


B.Seller and Buyer desire to amend the
Agreement in accordance with the terms of this Second Amendment.


 


NOW THEREFORE, in consideration of the mutual
agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Buyer and Seller hereby agree as follows:


 


AGREEMENT


 


1.                 
Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms
in the Agreement.


 


2.                 
Closing Date. The Closing Date pursuant to the Basic Terms is hereby deleted in its entirety and amended to read
as follows:


 


“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.”


 


3.                 
Due Diligence Period. The Due Diligence Period pursuant to the Basic Terms of the Agreement is hereby deleted in
its entirety and amended to read as follows:


 


“Due Diligence Period: Subject to the provisions
of Section 7 below, the period commencing on the Effective Date and ending on July 31, 2015.”


 






    	 



    	 



    

  


4.                 
Due Diligence Period; Post-Closing Inspection Reports. Section 7(a) of the Agreement is hereby deleted in its entirety
and amended to read as follows:


 


“(a)Buyer
shall have a period commencing on the Effective Date and ending at 6:00 PM Pacific Time on July 31, 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 may, in its sole judgment and discretion, extend
the Due Diligence Period up to thirty (30) days by providing written notice to Seller before the expiration of the Due Diligence
Period.”


 


5.                 
Governing Law. This Second Amendment shall be governed by the laws of the State of Texas.


 


6.                 
Full Force and Effect. Except as modified by this Second Amendment, the Agreement is unchanged, and is hereby ratified
and acknowledged by Buyer and Seller to be in full force and effect.


 


7.                 
Counterparts. This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. An electronically transmitted counterpart of
this Second Amendment shall constitute an original for all purposes.


 


8.                 
Miscellaneous. This Second Amendment, together with the Agreement, sets forth the entire agreement between the parties
with respect to the subject matter set forth herein and therein and may not be modified, amended or altered except by subsequent
written agreement between the parties. In case of any inconsistency between the provisions of this Second Amendment and the Agreement,
the provisions of this Second Amendment shall govern and control. This Second Amendment shall be binding upon and shall inure to
the benefit of Buyer and Seller and their respective successors and assigns, if any.


 


 


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


 


 





	 	SELLER
	 	 	 	 
	 	RED DOOR HOUSING, LLC,
	 	a Texas limited liability company
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ricky Williams
	 	 	Ricky Williams, Managing Partner
	 	 	 	 
	 	 	 	 
	 	BUYER
	 	 	 	 
	 	REVEN HOUSING TEXAS, LLC,
	 	a Delaware limited liability company
	 	 	 	 
	 	By:	REVEN HOUSING REIT, INC.,
	 	 	a Maryland corporation,
	 	 	its sole member
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Chad Carpenter
	 	 	 	Chad Carpenter
	 	 	 	Chief Executive Officer