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 12, 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 and that certain Second Amendment
to Single Family Homes Real Estate Purchase and Sale Agreement dated as of May 11, 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,
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.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 October 31, 2015.”


 


3.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 October 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.”


 






     


     


    

 


4.Governing Law. This Third Amendment
shall be governed by the laws of the State of Texas.


 


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


 


6.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.


 


7.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 Buyer and Seller and their respective
successors and assigns, if any.





 


[Remainder of Page Intentionally Left Blank]


 






     


     


    




 


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
	 	 
	 	RED DOOR HOUSING, LLC,
	 	a Texas limited liability company
	 	 
	 	 
	 	By:	/s/ Ricky Williams
	 	Name:	Ricky Williams
	 	Its:	President


 


 


	 	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