FIFTH AMENDMENT TO SINGLE FAMILY HOMES REAL ESTATE PURCHASEAND SALE AGREEMENT

Exhibit 10.2

FIFTH AMENDMENT TO

SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT

THIS FIFTH AMENDMENT TO SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Fifth Amendment”) is made as of December 29, 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, that certain Second Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of May 11, 2015, that certain Third Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of August 12, 2015 and that certain Fourth Amendment to Single Family Homes Real Estate Purchase and Sale Agreement dated as of September 23, 2015 (as amended, the “Agreement”).

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

“Purchase Price. Eight Million Eight Hundred Thousand and 00/100 Dollars ($8,800,000.00), subject to adjustment in accordance with the provisions of this Agreement. The aggregate Purchase Price for the Property shall be 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) Closing Date in an amount equal to the Assigned Home Value (defined below) of the applicable properties, and (ii) any Accelerated Closing Date (defined below) in an amount equal to the Assigned Home Value of the properties listed in the Property Notice (defined below).”

“Due Diligence Period: Subject to the “Acceleration of the Due Diligence Period and Closing Date” provision in the Basic Terms and Section 7 below, the period commencing on the Effective Date and ending on March 31, 2016.”

“Acceleration of the Due Diligence Period and Closing Date: Upon five (5) business days’ written notice from Buyer to Seller and subject to Section 5 of this Agreement, Buyer may elect to purchase from Seller any or all of the properties listed on Exhibit A attached hereto by delivering written notice (the “Property Notice”) of its election to accelerate the Due Diligence Period and Closing Date on those properties listed in the Property Notice (the “Accelerated Closing” and the date specified in the Property Notice shall be the “Accelerated Closing Date”). For the avoidance of doubt, the terms of the Agreement shall remain in effect for those properties not included in the Property Notice.”

“(a) Subject to the “Acceleration of the Due Diligence Period and Closing Date” provision in the Basic Terms, Buyer shall have a period commencing on the Effective Date and ending at 6:00 PM Pacific Time on March 31, 2016 (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.”

“(d) Notwithstanding anything herein to the contrary, at any time prior to the date that is fifteen (15) days prior to the expiration of the Due Diligence Period, Seller may exclude up to five (5) of the properties identified on Exhibit A from the transaction contemplated herein (“Seller’s Excluded Properties”) by providing written notice to Buyer (“Seller’s Excluded Properties Notice”). Seller’s Excluded Properties Notice must contain a description of the properties to be excluded from Exhibit A. Upon Buyer’s receipt of Seller’s Excluded Properties Notice, Exhibit A will be deemed modified to exclude Seller’s Excluded Properties and the Purchase Price will be reduced by the Assigned Home Value of each of the Seller’s Excluded Properties. After Buyer’s receipt of Seller’s Excluded Properties Notice, Seller’s Excluded Properties will no longer be subject to this Agreement. For the avoidance of doubt, the terms of this Agreement shall remain in effect for the properties that are not Seller’s Excluded Properties.”

“Funding. Buyer shall use commercially reasonable efforts to raise the equity capital necessary to purchase the Property from Seller prior to the expiration of the Due Diligence Period (the “Necessary Equity Capital”). If Buyer raises the Necessary Equity Capital prior to the expiration of the Due Diligence Period, and this Agreement remains in full force and effect and Seller shall not be in default of its obligations hereunder, Buyer shall consummate the transaction contemplated herein, subject to the satisfaction of all conditions precedent in favor of Buyer hereunder, prior to consummating any other transaction for the purchase of real property to which Buyer is a party; provided, however, nothing set forth in this section shall restrict Buyer’s right to terminate this Agreement during the Due Diligence Period as set forth in Section 7 of this Agreement. ”

IN WITNESS WHEREOF, the undersigned parties have caused this Fifth 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, Manager

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