Exhibit 10.3

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of October 24, 2017, by and between THE ENTITIES LISTED ON SCHEDULE 1 ATTACHED HERETO, each a Delaware limited liability company, with an address c/o Hamilton Point Investments LLC, 2 Huntley Road, Old Lyme, Connecticut 06371 (individually and collectively as the context may require, “Property Seller”), HPI REAL ESTATE OPPORTUNITY FUND III, LLC, a Delaware limited liability company, with an address c/o Hamilton Point Investments LLC, 2 Huntley Road, Old Lyme, Connecticut 06371 (“Entity Seller” and collectively with the Property Seller as the context may require, “Seller”) and INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership, with an address c/o Independence Realty Trust, Two Liberty Place, 50 S. 16^th Street, Suite 3575, Philadelphia, Pennsylvania 19102 (“Buyer”).

RECITALS:

A.Seller and Buyer have entered that certain Purchase and Sale Agreement dated as of September 3, 2017, as amended by a certain First Amendment to Purchase and Sale Agreement dated as of September 25, 2017 (collectively, the “Purchase Agreement”).

B.Seller and Buyer desire to amend the Purchase Agreement on the terms and conditions set forth herein.    

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:

“(v)Notwithstanding any provision to the contrary herein, Buyer shall be entitled to a credit against the Purchase Price on account of rental income equal to One Hundred Fifty Thousand Dollars ($150,000.00) at the Live Oak Closing.”

“(d) Notwithstanding subsection (a) above, the “Live Oak Closing Date” shall be October 26, 2017 or such earlier date as may be mutually agreed upon between the parties.  The term “Live Oak Close of Escrow” and “Live Oak Closing” shall mean the date by which each of the parties is required to deliver to Escrow Holder all of the documents and funds required by this Agreement with respect to the Live Oak Property, and to notify the Escrow Holder that all conditions precedent to the release of such documents and funds from Escrow for delivery to the persons entitled thereto have occurred.”

4.  Live Oak Termination Waiver.  Section 5.1(b) is hereby deleted.  

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5.   Live Oak Repairs.  Section 5.1(c) is hereby deleted. Buyer confirms that it has inspected the Live Oak Property and determined that the Live Oak Repairs have been completed in a good and workmanlike manner for purposes of the Agreement.  

6. Miscellaneous.This Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which will constitute one and the same Amendment and may be delivered by facsimile or PDF via electronic mail in a legally binding manner.  

7. No Further Modification. In the event of any inconsistency between the Agreement and this Amendment, the terms of this Amendment shall control.  Except as otherwise modified herein, all terms and conditions in the Agreement shall remain in full force and effect.

[SIGNATURE PAGES TO FOLLOW]

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IN WITNESS WHEREOF, Buyer and Seller have executed this Amendment as of the date first above written.

PROPERTY SELLER:

By: /s/Matt Sharp

Name: Matt Sharp

Title:   Authorized Signatory

By: /s/Matt Sharp

Name: Matt Sharp

Title:   Authorized Signatory

By: /s/Matt Sharp

Name: Matt Sharp

Title:   Authorized Signatory

By: /s/Matt Sharp

Name: Matt Sharp

Title:   Authorized Signatory

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By: /s/Matt Sharp

Name: Matt Sharp

Title:   Authorized Signatory

By: /s/Matt Sharp

Name: Matt Sharp

Title:   Authorized Signatory

ENTITY SELLER:

HPI REAL ESTATE OPPORTUNITY FUND III, LLC, a Delaware limited liability company

By: /s/Matt Sharp

Name: Matt Sharp

Title:  Authorized Signatory

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BUYER:

INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership

By:       /s/ Farrell Ender

Name:  Farrell Ender

Title:    President

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SCHEDULE 1

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