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 14, 2015 between
ADCIP, LLC, a Delaware limited liability company, ADCIP II, LLC, a Delaware limited liability company (collectively, “Seller”)
and REVEN HOUSING FLORIDA 2, 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 February 27, 2015, pursuant to which Seller agreed to sell to
Buyer and Buyer agreed to purchase from Seller, 140 single family homes in the State of Florida, as amended by that certain First
Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of March 17, 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,
Seller and Buyer 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.                 
Basic Terms. 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.”


 


3.                 
Due Diligence Period. 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. 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.”


 






    	 



    	 



    

  


4.                 
Governing Law. To the extent enforceable, Seller and Buyer agree that this Second Amendment 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 shall apply. In any dispute arising out of or related to this Second Amendment, an
action must be brought in Federal or State court, as applicable, in the County of Los Angeles, California. The provisions of this
Section 4 shall survive the termination of this Second Amendment.


 


5.                 
Full Force and Effect. Except as modified by this Second Amendment, the Agreement is unchanged, and is hereby ratified
and acknowledged by Seller and Buyer to be in full force and effect.


 


6.                 
Counterparts. This Second Amendment may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. An electronically transmitted counterpart of
this Second Amendment shall constitute an original for all purposes.


 


7.                 
Miscellaneous. This Second Amendment, together with the 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 Seller and Buyer 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
	 	 	 
	 	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