SINGLE FAMILY HOMES

REAL ESTATE PURCHASE AND SALE AGREEMENT

by and between

RED DOOR HOUSING LLC,

a Texas limited liability company

as Seller

and

REVEN HOUSING TEXAS, LLC,
a Delaware limited liability company,
as Buyer

September 27, 2016

THIS SINGLE FAMILY HOMES PURCHASE AND SALE AGREEMENT (this “ Agreement ”) is made and entered into as of September 27, 2016 (“ Effective Date ”), by and between RED DOOR HOUSING LLC, a Texas limited liability company ( “ Seller ” ) and REVEN HOUSING TEXAS, 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 : Nine Million Two Hundred Fifty Thousand and 00/100 Dollars ($9,250,000.00), subject to adjustment in accordance with the provisions of this Agreement.

Deposit : Ninety-Two Thousand Five Hundred and 00/100 Dollars ($92,500.00).

Closing Date : Subject to the terms of this Agreement, the Closing will take place on or before November 30, 2016.

Due Diligence Period : Subject to the provisions of Section 7 below, the period commencing on the Effective Date and expiring on the Closing Date, during which Buyer will be provided the opportunity to review all aspects of the Property.

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

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 one hundred (100) single family homes, in the State of Texas, 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, appliances, 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, 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 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 a Special Warranty Deed (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 .

(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; Excluded Properties; Deferred Closing (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 adjustment in accordance with the terms of this Agreement 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 terms 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; provided that as consideration to Seller for entering into this Agreement, $250 will become non-refundable to Buyer, and payable to Seller, upon delivery of the Deposit to Escrow except in the event of a default hereunder 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 transaction 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)                Valuation . Buyer may elect to retain an independent, third-party valuation consultant to prepare a report (" Valuation Report ") of the Property. Buyer and Seller acknowledge and agree that Carrington Real Estate Services is an acceptable party to perform the Valuation Report. If the Valuation Report shows the total value of the Property to be less than the Purchase Price (the " Total Valuation "), then Buyer may notify Seller of such discrepancy prior to the expiration of the Due Diligence Period. Thereafter, for a period of seven (7) days (the " Disputed Property Period "), Buyer and Seller shall negotiate in good faith to agree on an adjusted Purchase Price. In the event that the Due Diligence Period is scheduled to expire during the Disputed Property Period, the Due Diligence Period shall be automatically extended through the end of the Disputed Property Period, or such earlier time as the parties may agree on an adjusted Purchase Price. If, at the end of the Disputed Property Period, Buyer and Seller are unable to come to an agreement with respect to the Purchase Price, then Buyer may, upon written notice to Seller within two (2) business days after the expiration of seven (7) day period, terminate this Agreement.

(c)                 Notwithstanding Section 5(b) above, Buyer and Seller may jointly agree in writing, in lieu of an adjustment to the Purchase Price as a result of a Total Valuation that is less than the Purchase Price in accordance with those provisions, to exclude specific properties from the properties identified on Exhibit A (" Excluded Properties "). Upon the written agreement of Buyer and Seller to remove the Excluded Properties from the properties identified on Exhibit A , (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 sum of the valuations of the Excluded Properties mutually agreed to by Seller and Buyer (the “ Assigned Home Value ”). Once a property has been identified as an Excluded Property under this Section, it will no longer be the subject of this Agreement, and Seller will be free to sell it to another party or take any action that Seller elects with respect to such Excluded Property. Notwithstanding anything herein to the contrary, Buyer’s rights under Sections 18(b)(2) and 21(a)(1) - (2) shall be dependent upon the determination of an Assigned Home Value in accordance with this Section.

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 a Texas limited liability company. 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.

(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 identified on Exhibit A which, to Seller’s Knowledge, is true and correct and complete list of such leases and contracts as of the date of each 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. 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 material default under any of the Leases. If, on the closing date, fewer than 90% of the residences comprising the Property are unoccupied, Buyer shall have the right to terminate this Agreement.

(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.

(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 current actual knowledge, without investigation, of Rickey Williams, the person who Seller represents to be the most knowledgeable about the Property. The foregoing shall not result in any personal liability or be deemed to be Rickey Williams making any representations, warranties or covenants in his individual capacity.

(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)                Following the expiration of the Due Diligence Period, Seller will not enter into any contract (other than new Leases approved by Buyer in writing) 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.

(3)                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.

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

(5)                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;

(6)                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.

(7)                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.

(8)                Upon request from Buyer, Seller agrees to prepare for delivery to Buyer, unaudited income statements, along with accompanying notes, with respect to the Property for the twelve months ended December 31, 2015 and for the portion of the current calendar year ending September 30, 2016 (collectively, “ Annual Income Statement ”). The Annual Income Statement shall be (a) in accordance with the books and records of Seller, (b) present fairly in all material respects the results of operations of the Property for the periods therein specified, (c) prepared in accordance with U.S. generally accepted accounting principles, consistently applied, and Rule 8-06 of Regulation S-X (17 C.F.R. Part 210), and (d) otherwise acceptable to Buyer in its reasonable discretion. Upon request from Buyer, Seller shall also provide to Buyer, any schedules or supporting documentation that Buyer may reasonably request that relate to the transactions included or to be included in the Annual Income Statement. Upon request from Buyer, Seller agrees to cooperate with Buyer, and provide all assistance and access to the books and records of Seller, as required for the audit of the Annual Income Statement, to be completed no later than the 70 ^th day following the Closing. The audit of the Annual Income Statement shall be at Buyer’s expense and shall be conducted by an independent accounting firm registered with the Public Company Accounting Oversight Board retained by Buyer. Upon request from Buyer, Seller shall provide the items listed in Exhibit G attached hereto and incorporated herein, to the extent in Seller’s possession or control.

(d)                Representations 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 on the closing date, 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. Notwithstanding anything herein to the contrary, nothing in this Agreement shall serve to undo a closing which has already occurred.

7.                   Due Diligence Period; Post-Closing Inspection Reports; .

(a)                 Buyer may, during the Due Diligence Period (as defined in the Basic Terms) examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property.

(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 Holder is required to return Buyer’s Deposit immediately, and Seller agrees to not cause Escrow Holder to delay the return of the Deposit to Buyer for any reason; provided, that Seller shall be entitled to retain $250.00 of the Deposit as consideration for Seller’s entering this Agreement. 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.

(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 in writing 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)                Within 30 days after the Effective Date, Buyer may retain a contractor or home inspector mutually acceptable to Buyer and Seller to prepare a report or reports describing the physical condition of the Property and identify any necessary repairs and the cost to make such repairs (“ Third Party Inspection Report ”). The person or entity preparing the Third Party Inspection Report must be (i) a licensed contractor or otherwise qualified to perform such inspections in the jurisdiction where the Property is located, (ii) qualified by experience to remodel and repair properties of the type comprising the Property, and (iii) may not be, or have ever been, owned or controlled by Buyer or an affiliate of Buyer. Notwithstanding the foregoing, Buyer and Seller mutually agree that Criterium Engineers is an acceptable party to prepare Third Party Inspection Reports. Buyer will provide a copy of the Third Party Inspection Report to Seller, when finalized. Within 90 days after the Closing, Seller will pay for all repairs identified in the Third Party Inspection Report which are reasonably estimated in the Inspection Report to cost more than $1,000.00 per single repair item. In determining whether Seller is responsible for paying for any single repair item over $1,000 under this Section, small items may not be aggregated in order to reach the $1,000.00 threshold. (For example, if an electrical panel needs to be replaced at a cost of $1,200.00, Seller will bear the expense; if 20 electrical outlets need to be replaced at an individual cost of $60.00 – total of $1,200.0 – Seller will not bear the expense.) Buyer shall be solely responsible for supervision of the contractor, and Seller shall not be liable for any additional costs which may be incurred above the amounts specified in the Third Party Inspection Report. If Seller disagrees with the conclusions of the Third Party Inspection Report with respect to any parcel of the Property, Seller shall so notify Buyer within 14 days after actual receipt by Seller of a complete copy of the Third Party Inspection Report. In that event, Buyer and Seller shall negotiate in good faith to resolve Seller’s objections and come to agreement with respect to all items for which Seller will be responsible in accordance with this Section 7(d). If Buyer and Seller cannot reach agreement with respect to any parcel of the Property, then Buyer and Seller shall designate a mutually agreeable third party home inspector or contractor to prepare a second Third Party Inspection Report to identify any necessary repairs and the cost to make such repairs (the “ Second Third Party Inspection Report ”). The person or entity preparing the Second Third Party Inspection Report must be (i) a licensed contractor or otherwise qualified to perform such inspections in the jurisdiction where the Property is located, (ii) qualified by experience to remodel and repair properties of the type comprising the Property, and (iii) may not be, or have ever been, owned or controlled by Buyer or Seller or an affiliate of Buyer or Seller. The determination of the Second Third Party Inspection Report shall be binding on both parties, and Seller shall be responsible for any repairs over $1,000.00 in accordance with the terms of this subsection (d). The obligations of Seller and Buyer under this Section 7(d) shall survive the Closing.

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.

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. Nothing herein shall permit the award of consequential damages.

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, and if a portion of the Closing is deferred, then on the two dates identified in the Basic Terms Section (each a “ Closing Date ”), and accomplished by recording a Deed (as defined in Section 14 ) with respect to each of the properties that are on Exhibit A (except for any Excluded Properties) 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. If the parties close the transactions contemplated hereby, they shall be deemed to have waived any unfulfilled conditions precedent.

(b)                On or before the Closing Date, the parties shall establish the usual form of money escrow with Escrow Holder. Counsel for the respective parties is 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. Notwithstanding the foregoing, Seller shall be entitled to retain $250.00 of the Deposit as consideration for Seller’s entering 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)                Title Company shall have received the Purchase Price and all other amounts otherwise payable by Buyer under this Agreement in immediately available funds, and all conditions to disbursing the Purchase Price to Seller shall have been satisfied;

(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;

(3)                This Agreement shall not have been previously terminated pursuant to any other provision hereof; and

(4)                Buyer’s representations and warranties hereunder shall be true and correct as of the Closing Date.

(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, 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, Seller, at its sole cost and expense, shall cause to be delivered to Buyer 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, and in a form promulgated pursuant to applicable state insurance regulations in the state where the Property is located, subject only to the Permitted Exceptions (defined below). Buyer shall be responsible for the cost of any endorsements and/or modifications to the Title Policy 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 endorsements and modifications 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 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 issue the Title Policy in the form reasonably 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.

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; provided, however, 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. If required by applicable law, 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.

(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)                  Notice to Tenants . A duly executed notice to each of the tenants under the Leases, in a form that satisfies applicable laws.

(m)              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 . If required by applicable law, 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)                 Bill of Sale . A counterpart of the Bill of Sale, in the form attached hereto as Exhibit D .

(d)                Assignment of Leases . A counterpart of the Assignment of Leases and Contracts, in the form attached hereto as Exhibit E .

(e)                 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.

(f)                 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) ).

(b)                Settlement Statement . A fully executed settlement statement.

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 percent (100%) 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.

(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.

(c)                 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 Provider 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.

(d)                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.

(e)                 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.

(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 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 the properties, then the Purchase Price will be reduced by the aggregate Assigned Home Value of the Excluded Properties. 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)                 All recording fees respecting the Deed, title insurance premiums for the Title Policy, all state and county transfer taxes (if any), and one half (1/2) of the fee charged by Escrow Holder, shall be borne and paid by Seller.

(b)                One half (1/2) of the fee charged by Escrow Holder shall be borne and paid by Buyer.

(c)                 Any Homeowners Association transfer fee and/or Homeowners Association processing fee shall be paid by Buyer only.

(d)                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). (a) Buyer and Seller acknowledge and agree that there are no brokers involved in connection with this transaction. 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 cause the individual property affected by such event to be an Excluded Property; 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 by the aggregate Assigned Home Value of the excluded properties. 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.

(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 determined 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 . Except as provided in Section 10(a), 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; provided that this Section shall not permit a change in Purchase Price or payment terms or increase Seller’s liability or obligations.

(f)                 Headings . Headings of sections are for convenience of reference only, and shall not be construed as a part of this Agreement.

(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:

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 Texas; 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 Harris, Texas. 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.

(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 tax deferral strategy. 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, Seller, and their respective representatives shall hold in strictest confidence all data and information obtained with respect to the transaction contemplated herein, including, without limitation, the operation and management of the Property, whether obtained before or after the execution and delivery hereof, as well as of Buyer’s plans to purchase the Property or other properties in other locations, 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 or Seller from disclosing to their 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. The terms of this Section 22(p) shall survive the consummation of the transaction contemplated herein or the earlier termination of this Agreement.

(q)                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.

23.               Closing Procedures . Notwithstanding anything herein to the contrary, the closing will be held in accordance with standard Texas procedures for real estate closings, including, but not limited to, the closing location being the offices of the Title Company, and that the Buyer will remit the Purchase Price to the Title Company to be disbursed in accordance with the provisions of this Agreement.

[ Remainder of page deliberately left blank; signature page follows]

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

EXHIBIT A

DESCRIPTION OF PROPERTies

EXHIBIT B

LIST OF CONTRACTS

EXHIBIT C

FORM OF DEED

SPECIAL WARRANTY DEED

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.

General Warranty Deed ("Deed")

For and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the undersigned, Red Door Housing, LLC, a Texas limited liability company (“Grantor”), whose address is ____________ has granted, sold, and conveyed, and by these presents does grant, sell and convey, unto _____________________, a _______________ ("Grantee"), whose address is _________________________, _______________, ________________, the real property ("Property") located in ___________ County, Texas, more particularly described as follows:

______________________________________, commonly known as _________________, ___________, Texas ____________.

TO HAVE AND TO HOLD said premises, together with all and singular improvements, easements, rights, and appurtenances thereto in any way belonging, unto the said grantees, their heirs, administrators, executors, successors and assigns forever, and the said grantors hereby bind themselves, their heirs, successors, and assigns to warrant and forever defend, all and singular, the said premises unto the said grantees, their heirs, administrators, executors, successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof, by, through or under Grantor, but not otherwise, subject to all matters recorded in the property records of ________ County, Texas, but only to the extent that the same are enforceable and affect or relate to the Property.

Executed as of ________________, 201__.