ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT

EXHIBIT 10.3

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT

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 DELANO, 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 29, 2015, (as may have been amended or may hereafter be amended, the “Purchase Agreement”), between AP WP North Richland Hills REIT LLC, a Delaware limited liability company (“Seller”) and Assignor for the purchase and sale of that certain real property located in Xxxxx Xxxxxxxx Xxxxx, Xxxxx, as more particularly described in Exhibit A attached hereto (the “Property”).

Assignee hereby agrees to and shall assume, perform and be fully responsible for the performance of all of the obligations of Assignor under the Purchase Agreement.

All of the provisions, covenants and agreements contained in the Assignment shall extend to and be binding upon the respective legal representatives, successors and assigns of Assignor and Assignee. This Assignment represents the entire agreement between Assignor and Assignee with respect to the subject matter of the Assignment, and all prior or contemporaneous agreements regarding such matters are hereby rendered null and void and of no force and effect.

(SIGNATURES APPEAR ON FOLLOWING PAGE)

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WITNESS THE EXECUTION HEREOF, as of this 26th day of August, 2015.

ASSIGNOR:

STEADFAST ASSET HOLDINGS, INC.,

a California corporation

By:		/s/ Xxx Xxxxx del Rio
		Xxx Xxxxx del Rio, Vice President

ASSIGNEE:

STAR DELANO, LLC

a Delaware limited liability company

By:     Steadfast Apartment Advisor, LLC,

a Delaware limited liability         

company, its Manager

By:		/s/ Xxxxx X. Xxxxxxx
		Xxxxx X. Xxxxxxx, Treasurer

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Exhibit A

DESCRIPTION OF THE LAND

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