Exhibit 10.1





 





THIRD AMENDMENT TO 


SINGLE FAMILY HOMES REAL ESTATE PURCHASE
AND SALE AGREEMENT


 


THIS THIRD AMENDMENT TO SINGLE FAMILY HOMES
REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Third Amendment”) is made as of August 13, 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 and that certain Second Amendment
to Single Family Homes Real Estate Purchase and Sale Agreement dated as of May 14, 2015 (as amended, the “Agreement”).


 


B.Seller and Buyer desire to amend the
Agreement in accordance with the terms of this Third 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 Purchase Price
pursuant to the Basic Terms of the Agreement is hereby deleted in its entirety and amended to read as follows:


 


“Purchase Price: The aggregate Purchase Price for
the Property shall be $9,417,682.02, subject to adjustment in accordance with the provisions of the Agreement, which, notwithstanding
anything stated in this Agreement to the contrary, shall be payable by Buyer to Seller on the (i) First Closing Date in an amount
equal to the Assigned Home Value of the First Closing Properties, and (ii) Second Closing Date in an amount equal to the Assigned
Home Value of the Second Closing Properties.”


 


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


 


“Closing and Closing Date: Buyer and Seller shall
close on the properties described on Schedule II attached hereto and incorporated herein by reference, and to the extent
that the same are not excluded by Buyer during the First Due Diligence Period as permitted under the terms of this Agreement (collectively,
the “First Closing Properties”) on September 30, 2015 (the “First Closing”
and September 30, 2015 shall be the “First Closing Date”) and all remaining properties not referenced
on Schedule II and not excluded by Buyer during the Second Due Diligence Period as permitted under the terms of this Agreement
(collectively, the “Second Closing Properties”) shall close on October 31, 2015 (the “Second
Closing” and October 31, 2015 shall be the “Second Closing Date”). For purposes of this
Agreement, any references to the defined term “Closing” shall mean the completion of the transactions contemplated
by this Agreement that are scheduled to occur at the First Closing or Second Closing, as the case may be, and any references to
the defined term “Closing Date” shall mean the First Closing Date or the Second Closing Date, as the case may be. ”


 






     


     


    

 


4.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 due diligence period with regard to the First Closing Properties shall commence on the Effective
Date and end on the First Closing Date (the “First Due Diligence Period”) and the due diligence period
with regard to Second Closing Properties shall commence on the Effective Date and end on the Second Closing Date (the “Second
Due Diligence Period”). For purposes of this Agreement, any references to the defined term “Due Diligence Period”
shall mean the conducting of any examination, inspection and investigation of either (i) the First Closing Properties during the
First Due Diligence Period, or (ii) the Second Closing Properties during the Second Due Diligence Period, as the case may be.”


 


5.Personal Property
and Leases. Section 2(b) of the Agreement is hereby deleted in its entirety and amended to read as follows:


 


“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, as well as service contracts
relating to the maintenance and repair of such homes.”


 


6.Purchase Price; Deposit. The
last sentence in Section 5(a)(1) of the Agreement is hereby deleted in its entirety and amended to read as follows:


 


“At the First Closing, Buyer shall receive a credit against
the Purchase Price in an amount equal to the quotient of the Deposit divided by the percentage of the Purchase Price allocated
to the First Closing, and, at the Second Closing, Buyer shall receive a credit against the Purchase Price in an amount equal to
the remainder of the Deposit that Buyer did not receive a credit against the Purchase Price at the First Closing. Notwithstanding
anything to the contrary contained in this Agreement, if this Agreement is terminated after the consummation of the First Closing,
or the Second Closing fails to occur, for any reason other than Buyer’s failure to complete the acquisition of the Property
when it is obligated to do so under the terms of this Agreement, the remainder of the Deposit that Buyer did not receive a credit
against the Purchase Price at the First Closing shall be promptly returned to Buyer.”


 






     


     


    

 


7.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 until the
expiration of the applicable 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 First Closing Properties or the Second Closing Properties,
as the case may be. If Seller fails to provide all Property Information to Buyer within 30 days of the Effective Date, Buyer may
terminate this Agreement. Notwithstanding anything stated in this Agreement to the contrary, Buyer’s consummation of the
First Closing shall not serve as a waiver of Buyer’s inspection and termination rights during the Second Due Diligence Period
with regard to the Second Closing Properties, and Buyer hereby expressly reserves it rights to inspect the Second Closing Properties
Property and determine whether Buyer desires to purchase the Second Closing Property, in Buyer’s sole judgment and discretion,
pursuant to the terms and conditions of this Agreement. For the avoidance of doubt, once the First Closing has been consummated
by the parties, any termination rights under the Agreement in favor of Buyer or Seller (including, without limitation, those in
Sections 6(e), 7(b), 7(d), 11(b), 12(b), 18(b)(1) and 21(1)) shall only be applicable with regard to the rights and obligations
of the Buyer with respect to consummating the Second Closing pursuant to the terms and conditions of the Agreement.”


 


8.Closing. Section 10(a) of the
Agreement is hereby deleted in its entirety and amended to read as follows:


 


“(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 and elsewhere in
this Agreement, 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.”


 


9.Schedule II. Schedule II attached
hereto shall be, and hereby is, attached to the Agreement as Schedule II.


 


10.Governing Law. To the extent
enforceable, Seller and Buyer agree that this Third 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 Third 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
Third Amendment.


 


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


 


12.Counterparts. This Third 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 Third Amendment shall constitute an original for
all purposes.


 






     


     


    

 


13.Miscellaneous. This Third
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 Third Amendment and the Agreement, the provisions of this Third Amendment
shall govern and control. This Third 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 Third 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
	 	Name:	Terrell Wolfram, Managing Director


 


 


	 	ADCIP II, LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By:	/s/ Terrell Wolfram
	 	Name:	Terrell Wolfram, Managing Director


 


 





	 	BUYER
	 	 
	 	REVEN HOUSING FLORIDA 2, LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By:	/s/ Chad Carpenter
	 	 	Chad Carpenter
	 	 	Chief Executive Officer