FIRST AMENDMENT TO SINGLE FAMILY HOMES REAL ESTATE PURCHASEAND SALE AGREEMENT

FIRST AMENDMENT TO

SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO SINGLE FAMILY HOMES REAL ESTATE PURCHASE AND SALE AGREEMENT (this "First Amendment") is made as of October 30, 2013, by and between RED DOOR HOUSING LLC, a Texas limited liability company and WFI FUNDING, INC., a Texas corporation d/b/a RED DOOR FUNDING (collectively, “Seller”), and REVEN HOUSING TEXAS, LLC, a Delaware limited liability company (“Buyer”), successor-in-interest to REVEN HOUSING GEORGIA, LLC, a Delaware limited liability company (“Assignor”) with reference to the following recitals:

RECITALS

A. Seller and Assignor entered into that certain Single Family Homes Real Estate Purchase and Sale Agreement, dated as of October 4, 2013 ("Agreement"), pursuant to which Seller agreed to sell and Assignor agreed to purchase from Seller, that certain group of One Hundred Seventy (170) single family homes, in the City of Houston, Texas, and which is more particularly defined in the Agreement as the “Property,” all upon the terms and subject to the conditions contained in the Agreement.

B. Seller and Assignor have agreed to amend the Agreement to reflect the scheduled closing dates, as set forth herein.

AGREEMENT

1.             Definitions. All initially-capitalized terms used in this First Amendment without definition shall have the meanings given such terms in the Agreement.

2.             Closing Dates. Section 5(d) of the Agreement is hereby deleted in its entirety and replaced with the following:

(d) Deferred Closing. Buyer will cause the Closing to occur with respect to the Property identified on Exhibit A-1 on the Closing Date. The consideration required to close with respect to those Properties will be equal to the sum of the values of the properties set forth on Exhibit A-1 (less the value of any Excluded Properties) and Buyer will close with respect to those properties on the scheduled Closing Date. Buyer may, in its discretion, close on the properties identified on Exhibit A-2 by delivering to Escrow the sum of the values of the properties set forth on Exhibit A-2 (less the value of any Excluded Properties) on any day after January 15, 2014 and before January 31, 2014, and the consideration required to close with respect to those Properties will be the amount so delivered to Escrow.

3.             Delivery of Purchase Price. The last sentence of Section 5(a)(1) of the Agreement is hereby deleted in its entirety and replaced with the following:

At the closing of the transactions contemplated by this Agreement (the “Closing”), Buyer shall receive a credit against the Purchase Price in the amount of the Deposit with respect to the Property identified on Exhibit A-1. No further deposit will be placed into Escrow.

4.             Assignment. Pursuant to Section 22(g) of the Agreement, Assignor hereby assigns its interests under the Agreement to Buyer, and Buyer hereby assumes all obligations of Assignor under the Agreement. Assignor acknowledges that all of Assignor’s obligations under the Agreement remain in full force and effect, and Assignor is not released from any obligations thereunder.

5.             Exhibits. Exhibit A-1 and Exhibit A-2 of the Agreement are hereby replaced by Exhibit A-1 and Exhibit A-2, respectively, attached to this First Amendment.

6.             Full Force and Effect. Except as modified herein, Buyer, Seller, and Assignor hereby agree and affirm that the Agreement remains in full force and effect.

IN WITNESS WHEREOF, Assignor, Buyer, and Seller have caused this First Amendment to be duly executed on their behalfs as of the day and year stated above.

EXHIBIT A-1

DESCRIPTION OF PROPERTies

EXHIBIT A-2

DESCRIPTION OF DEFERRED PROPERTies