ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT

EXHIBIT 10.5

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 XXX XXXXXX CREEK, LLC, a Delaware limited liability company (“Assignee”), all of Assignor’s rights and obligations under and in regard to that certain Purchase Agreement dated as of June 24, 2011, as amended, between XXXXXX CREEK VILLAGE, LLC, a Kentucky limited liability company (“Seller”) and Assignor (as amended, the “Purchase Agreement”) for the purchase and sale of that certain real property located at 0000 Xxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxxx, XX 00000, 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 this 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 this Assignment, and all prior or contemporaneous agreements regarding such matters are hereby rendered null and void and of no force and effect.

[SIGNATURES APPEARS ON FOLLOWING PAGE]

WITNESS THE EXECUTION HEREOF, as of this 15th day of August, 2011.

	ASSIGNOR: STEADFAST ASSET HOLDINGS, INC., a California corporation
	By:	/s/ Xxx Xxxxx del Rio
		Name:	Xxx Xxxxx del Rio
		Title:	Secretary

ASSIGNEE:

XXX XXXXXX CREEK, LLC,
a Delaware limited liability company  

	By: Steadfast Income Advisor, LLC,        a Delaware limited liability company, its sole manager
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	CEO/President

EXHIBIT A

DESCRIPTION OF THE LAND

[attached hereto]