Steadfast Apartment REIT III, Inc. Sample Contracts

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STEADFAST APARTMENT REIT III OPERATING PARTNERSHIP, L.P. Dated July 25, 2016
Limited Partnership Agreement • July 27th, 2016 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STEADFAST APARTMENT REIT III OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Partnership”), dated as of July 25, 2016 (the “Effective Date”), is entered into by and among Steadfast Apartment REIT III, Inc., a Maryland corporation holding the sole general interest in the Partnership (the “General Partner”), and Steadfast Apartment Advisor III, LLC, a Delaware limited liability company, holding a special limited partner interest in the Partnership (the “Special Limited Partner”), together with any other Persons who become Partners in the Partnership as provided herein.

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MULTIFAMILY LOAN AND SECURITY AGREEMENT (Revised 10-11-2017)
Multifamily Loan and Security Agreement • December 20th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

Borrower: STAR III AVERY POINT, LLC, a Delaware limited liability company Lender: BERKELEY POINT CAPITAL LLC, a Delaware limited liability company Date: As of December 15, 2017 Loan Amount: $31,220,000.00

PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • December 20th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of December 15, 2017 (the “Effective Date”), by and between STAR III AVERY POINT, LLC, a Delaware limited liability company (“Owner”), and STEADFAST MANAGEMENT COMPANY, INC., a California corporation (“Manager”).

ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES
Assignment of Management Agreement and Subordination of Management Fees • December 20th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

THIS ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (“Assignment”) is made effective as of the 15th day of December, 2017, by and among STAR III AVERY POINT, LLC, a Delaware limited liability company (“Borrower”), BERKELEY POINT CAPITAL LLC, a Delaware limited liability company (“Lender”), and STEADFAST MANAGEMENT COMPANY, INC., a California corporation (“Property Manager”).

STEADFAST APARTMENT REIT III, INC. AMENDED AND RESTATED DEALER MANAGER AGREEMENT Up to $1,300,000,000 in Shares of Common Stock, $0.01 par value per share July 25, 2016
Dealer Manager Agreement • July 27th, 2016 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • New York

Steadfast Apartment REIT III, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of $1,300,000,000 in shares of its common stock, $0.01 par value per share (the “Common Stock”), of which amount: (a) up to $1,000,000,000 in shares of Common Stock, consisting of Class A shares (“Class A Shares”), Class R shares (“Class R Shares”) and Class T shares (the “Class T Shares”), are being offered to the public pursuant to the Company’s primary offering (the “Primary Shares”); and (b) up to $300,000,000 in shares of Common Stock, consisting of Class A Shares, Class R Shares and Class T Shares, are being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP Shares” and, together with the Primary Shares, the “Offered Shares”). The Primary Shares are to be issued and sold to the public on a “best efforts” basis through you (the “Dealer Manager”) as the managing dealer and the broker-dealers par

CONSTRUCTION MANAGEMENT SERVICES AGREEMENT
Construction Management Services Agreement • December 20th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

THIS CONSTRUCTION MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is entered into as of December 15, 2017 by and between STAR III Avery Point, LLC, a Delaware limited liability company (the “Company”), and PACIFIC COAST LAND & CONSTRUCTION, INC., a California corporation (the “Construction Manager”).

MULTIFAMILY NOTE FIXED RATE DEFEASANCE
Multifamily Note • July 26th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

FOR VALUE RECEIVED, STAR III BELMAR, LLC, a Delaware limited liability company (together with such party’s or parties’ successors and assigns, “Borrower”) jointly and severally (if more than one), promises to pay to the order of BERKELEY POINT CAPITAL LLC, a Delaware limited liability company, the principal sum of $47,112,000.00, with interest on the unpaid principal balance, as hereinafter provided.

AMENDED AND RESTATED ADVISORY AGREEMENT BY AND BETWEEN STEADFAST APARTMENT REIT, INC. AND STEADFAST APARTMENT ADVISOR, LLC
Advisory Agreement • March 6th, 2020 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), entered into as of the 5th day of March, 2020, and which shall be effective as of the first to occur of the SIR Merger (as defined below) and the STAR III Merger (as defined below) (the “Effective Date”), is entered into by and among Steadfast Apartment REIT, Inc., a Maryland corporation (the “Company”) and Steadfast Apartment Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

AGREEMENT OF LIMITED PARTNERSHIP OF STEADFAST APARTMENT REIT III OPERATING PARTNERSHIP, L.P. Dated July 29, 2015
Limited Partnership Agreement • February 3rd, 2016 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF STEADFAST APARTMENT REIT III OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Partnership”), dated as of July 29, 2015 (the “Effective Date”), is entered into by and among Steadfast Apartment REIT III, Inc., a Maryland corporation holding the sole general interest in the Partnership (the “General Partner”), and Steadfast Apartment Advisor III, LLC, a Delaware limited liability company, holding a special limited partner interest in the Partnership (the “Special Limited Partner”), together with any other Persons who become Partners in the Partnership as provided herein.

MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT COLORADO (Revised 3-1-2014)
Multifamily Deed of Trust, Assignment of Rents and Security Agreement • July 26th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

THIS MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (“Instrument”) is made to be effective this 21st day of July, 2017, by STAR III BELMAR, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o Steadfast Companies, 18100 Von Karman Avenue, Suite 500, Irvine, California 92612, as trustor (“Borrower”), to the Public Trustee of Jefferson County, as trustee (“Trustee”), for the benefit of BERKELEY POINT CAPITAL LLC, a limited liability company organized and existing under the laws of Delaware, whose address is 7700 Wisconsin Avenue, Suite 1100, Bethesda, Maryland 20814, as beneficiary (“Lender”). Borrower’s organizational identification number, if applicable, is 6458772.

GUARANTY MULTISTATE (Revised 10-11-2017)
Guaranty • December 20th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

THIS GUARANTY (“Guaranty”) is entered into to be effective as of December 15, 2017, by STEADFAST APARTMENT REIT III, INC., a Maryland corporation (“Guarantor”, collectively if more than one), for the benefit of BERKELEY POINT CAPITAL LLC, a Delaware limited liability company (“Lender”).

ESCROW AGREEMENT
Escrow Agreement • February 3rd, 2016 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • California

THIS ESCROW AGREEMENT (this “Escrow Agreement”), dated as of January 28, 2016, is entered into by and among STEADFAST APARTMENT REIT III, INC., a Maryland corporation (the “Company”), STEADFAST CAPITAL MARKETS GROUP, LLC, a Delaware limited liability company, as dealer manager for the Company (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).

FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STEADFAST APARTMENT REIT III OPERATING PARTNERSHIP, L.P. Dated _____, 2016
Agreement of Limited Partnership • June 21st, 2016 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STEADFAST APARTMENT REIT III OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Partnership”), dated as of _____, 2016 (the “Effective Date”), is entered into by and among Steadfast Apartment REIT III, Inc., a Maryland corporation holding the sole general interest in the Partnership (the “General Partner”), and Steadfast Apartment Advisor III, LLC, a Delaware limited liability company, holding a special limited partner interest in the Partnership (the “Special Limited Partner”), together with any other Persons who become Partners in the Partnership as provided herein.

STEADFAST APARTMENT REIT III, INC. AMENDMENT NO. 1 TO THE DEALER MANAGER AGREEMENT
Dealer Manager Agreement • May 26th, 2016 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • New York

This Amendment No. 1 to the Dealer Manager Agreement (this “Amendment”) is made and entered into as of May 26, 2016, by and among Steadfast Apartment REIT III, Inc., a Maryland corporation (the “Company”), Steadfast Apartment REIT III Operating Partnership, L.P., a Delaware limited partnership that serves as the Company’s operating partnership subsidiary (the “Operating Partnership”), and Steadfast Capital Markets Group, LLC, a Delaware limited liability company (the “Dealer Manager”). The Company, the Operating Partnership and the Dealer Manager are collectively referred to herein as the “Parties.” Capitalized terms used but not defined herein shall have the meaning set forth in the Dealer Manager Agreement (as defined below).

AMENDMENT NO. 4 TO THE ADVISORY AGREEMENT
Advisory Agreement • February 4th, 2020 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • Delaware

This Amendment No. 4 to the Amended and Restated Advisory Agreement (this “Amendment”) is made and entered into as of February 3, 2020, by and among Steadfast Apartment REIT III, Inc., a Maryland corporation (the “Company”), Steadfast Apartment REIT III Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Steadfast Apartment Advisor III, LLC, a Delaware limited liability company (the “Advisor”). The Company, the Operating Partnership and the Advisor are collectively referred to herein as the “Parties”. Capitalized terms used but not defined herein shall have the meaning set forth in the Advisory Agreement (as defined below).

AGREEMENT AND PLAN OF MERGER AMONG STEADFAST APARTMENT REIT, INC., STEADFAST APARTMENT REIT OPERATING PARTNERSHIP, L.P., SIII SUBSIDIARY, LLC, STEADFAST APARTMENT REIT III, INC., AND STEADFAST APARTMENT REIT III OPERATING PARTNERSHIP, L.P. DATED AS OF...
Merger Agreement • August 6th, 2019 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • Maryland

THIS AGREEMENT AND PLAN OF MERGER, dated as of August 5, 2019 (this “Agreement”), is among Steadfast Apartment REIT III, Inc., a Maryland corporation (“STAR III”), Steadfast Apartment REIT III Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of STAR III (“STAR III Operating Partnership”), Steadfast Apartment REIT, Inc., a Maryland corporation (“STAR”), SIII Subsidiary, LLC, a Maryland limited liability company and a wholly owned subsidiary of STAR (“Merger Sub”), and Steadfast Apartment REIT Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of STAR (“STAR Operating Partnership”). Each of STAR III, STAR III Operating Partnership, STAR, Merger Sub, and STAR Operating Partnership is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.

AMENDMENT NO. 2 TO THE ADVISORY AGREEMENT
Advisory Agreement • February 2nd, 2018 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • Delaware

This Amendment No. 2 to the Amended and Restated Advisory Agreement (this “Amendment”) is made and entered into as of February 1, 2018, by and among Steadfast Apartment REIT III, Inc., a Maryland corporation (the “Company”), Steadfast Apartment REIT III Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Steadfast Apartment Advisor III, LLC, a Delaware limited liability company (the “Advisor”). The Company, the Operating Partnership and the Advisor are collectively referred to herein as the “Parties”. Capitalized terms used but not defined herein shall have the meaning set forth in the Advisory Agreement (as defined below).

STEADFAST APARTMENT REIT III, INC. FORM OF DEALER MANAGER AGREEMENT Up to $1,300,000,000 in Shares of Common Stock, $0.01 par value per share
Dealer Manager Agreement • November 12th, 2015 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • New York
FIRST AMENDMENT TO PURCHASE FOR BELMAR VILLAS
Purchase and Sale Agreement • July 26th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • Colorado

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT FOR BELMAR VILLAS (this “Amendment”) is made and entered into as of June 2, 2017, by and between Seagate Belmar Associates, LLC, a Colorado limited liability company (“Seller”), and Steadfast Asset Holdings, Inc., California corporation (“Purchaser”).

SECOND AMENDMENT TO PURCHASE FOR BELMAR VILLAS
Purchase and Sale Agreement • July 26th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • Colorado

This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT FOR BELMAR VILLAS (this “Amendment”) is made and entered into as of June 9, 2017, by and between Seagate Belmar Associates, LLC, a Colorado limited liability company (“Seller”), and Steadfast Asset Holdings, Inc., California corporation (“Purchaser”).

REINSTATEMENT AND FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 12th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts
Contract
Sale-Purchase Agreement • December 20th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • Indiana

SALE-PURCHASE AGREEMENT (“Agreement”), made as of this 30th day of October 2017 (the “Effective Date”), between TEG AVERY POINT LLC, an Indiana limited liability company, having a mailing address c/o The Embassy Group LLC, 382A Route 59, Suite 101, Airmont, New York 10952 (“Seller”), and Steadfast Asset Holdings, Inc., California corporation, having a mailing address at 18100 Von Karman, Suite 500, Irvine, CA 92612, ATTN: Ana Marie del Rio, or its permitted assigns (“Purchaser”).

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ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • September 6th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STEADFAST ASSET HOLDINGS, INC., a California corporation (“Assignor”), hereby assigns to STAR III PRINCETON LAKES, LLC, a Delaware limited liability company (“Assignee”), all of Assignor’s rights and obligations under and in regard to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated June 20, 2017, (as may have been amended or may hereafter be amended, the “Purchase Agreement”), between Ansley NC LLC, a Delaware limited liability company and US Diversified Residential 2, LLC, a Delaware limited liability company (collectively, the “Seller”) and Assignor for the purchase and sale of that certain real property located in Atlanta, Georgia, as more particularly described in Exhibit A attached hereto (the “Property”).

AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE (Bristol Village Apartment Homes, Aurora, Colorado)
Purchase and Sale Agreement • November 22nd, 2016 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • Colorado

The foregoing instrument was acknowledged before me this ___ day of ______________, 2016 by Ryan Somers, as President of Benedict Canyon Equities, Inc., a California corporation, as the Manager of BCEOF II Manager, LLC, a Delaware limited liability company, as the Manager of BCE Opportunity Fund II, LLC, a Delaware limited liability company, as the Managing Member of Bristol Village Apartment Partners, LLC, a Delaware limited liability company, as the Sole Member of Bristol Village Apartments, LLC, a Delaware limited liability company.

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • December 20th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STEADFAST ASSET HOLDINGS, INC., a California corporation (“Assignor”), hereby assigns to STAR III AVERY POINT, LLC, a Delaware limited liability company (“Assignee”), all of Assignor’s rights and obligations under and in regard to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated October 30, 2017, (as may have been amended or may hereafter be amended, the “Purchase Agreement”), between TEG Avery Point, LLC, an Indiana limited liability company (“Seller”) and Assignor for the purchase and sale of that certain real property located in Indianapolis, Indiana, as more particularly described in Exhibit A attached hereto (the “Property”).

STAR III LETTERHEAD]
Advisory Agreement • August 6th, 2019 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • California

This letter agreement sets forth certain agreements and understandings that each of Steadfast Apartment Advisor III, LLC (the “Advisor”) and Steadfast Apartment REIT III, Inc. (the “Company”) has agreed to undertake in connection with the Company’s proposed business combination with Steadfast Apartment REIT, Inc. (the “Merger”) pursuant to the Agreement and Plan of Merger among them and certain affiliated entities dated as of the date hereof (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Amended and Restated Advisory Agreement among the Company, its operating partnership and the Advisor, dated July 25, 2016, as amended.

SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
Agreement of Sale and Purchase • January 4th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

This SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (“Amendment”), is dated as of December 12, 2016 and entered into by and between Canyon Resort at Great Hills Limited Partnership, a Texas limited partnership, and Wakefield GP Canyon Resort at Great Hills, LLC, a Texas limited liability company (collectively and jointly and severally, “Seller”), and Steadfast Asset Holdings, Inc., a California corporation (“Purchaser”).

PURCHASE AND SALE AGREEMENT by and between WILKINSON CGR LAWRENCEVILLE, LLC as Seller, and STEADFAST ASSET HOLDINGS, INC. as Purchaser October 23, 2017
Purchase and Sale Agreement • December 12th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • Georgia
GUARANTY MULTISTATE (Revised 5-5-2017)
Guaranty • July 26th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

THIS GUARANTY (“Guaranty”) is entered into to be effective as of July 21, 2017, by STEADFAST APARTMENT REIT III, INC., a Maryland corporation (“Guarantor”, collectively if more than one), for the benefit of BERKELEY POINT CAPITAL LLC, a Delaware limited liability company (“Lender”).

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • January 18th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STEADFAST ASSET HOLDINGS, INC., a California corporation (“Assignor”), hereby assigns to STAR III SWEETWATER, LLC, a Delaware limited liability company (“Assignee”), all of Assignor’s rights and obligations under and in regard to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated December 2, 2016 (as may have been amended or may hereafter be amended, the “Purchase Agreement”), between VR Sweetwater Limited Partnership, a Delaware limited partnership (“Seller”) and Assignor for the purchase and sale of that certain real property located in Lawrenceville, Georgia, as more particularly described in Exhibit A attached hereto (the “Property”).

PURCHASE AND SALE AGREEMENT by and between ASHFORD PROPERTIES, LLC, Series D-Gurnee Partners at Carriage House, an Illinois limited liability company (“Seller”) and STEADFAST ASSET HOLDINGS, INC., a California corporation (“Buyer”)
Purchase and Sale Agreement • May 23rd, 2016 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • Illinois

This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into as of the 6th day of April, 2016 (the “Effective Date”), by and between ASHFORD PROPERTIES, LLC, Series D-Gurnee Partners at Carriage House, an Illinois Limited Liability Company (“Seller”), and STEADFAST ASSET HOLDINGS, INC., a California corporation (“Buyer”), with reference to the following facts:

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 23rd, 2016 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of May 11, 2016 (the “Amendment Effective Date”), by and between ASHFORD PROPERTIES, LLC, Series D-Gurnee Partners at Carriage House, an Illinois limited liability company (“Seller”), and STEADFAST ASSET HOLDINGS, INC., a California corporation (“Buyer”).

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • January 4th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STEADFAST ASSET HOLDINGS, INC., a California corporation (“Assignor”), hereby assigns to STAR III CANYON RESORT, LLC, a Delaware limited liability company (“Assignee”), all of Assignor’s rights and obligations under and in regard to that certain Agreement of Sale and Purchase dated November 11, 2016, (as may have been amended or may hereafter be amended, the “Purchase Agreement”), between Wakefield GP Canyon resort at Great Hills, LLC, a Texas limited liability company and Canyon Resort at Great Hills Limited Partnership, a Texas limited partnership (collectively, “Seller”) and Assignor for the purchase and sale of that certain real property located in Austin, Texas, as more particularly described in Exhibit A attached hereto (the “Property”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 1st, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • Texas

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is hereby made and entered into as of April 28, 2017 (the “Effective Date”) by and between PAC ENCLAVE AT VISTA RIDGE, LLC, a Delaware limited liability company (“Seller”), and STEADFAST ASSET HOLDINGS, INC., a California corporation (“Purchaser”).

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • July 26th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STEADFAST ASSET HOLDINGS, INC., a California corporation (“Assignor”), hereby assigns to STAR III BELMAR, LLC, a Delaware limited liability company (“Assignee”), all of Assignor’s rights and obligations under and in regard to that certain Purchase and Sale Agreement dated May 22, 2017, (as may have been amended or may hereafter be amended, the “Purchase Agreement”), between Seagate Belmar Associates, LLC, a Colorado limited liability company (“Seller”) and Assignor for the purchase and sale of that certain real property located in Lakewood, Colorado, as more particularly described in Exhibit A attached hereto (the “Property”).

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