FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

EXHIBIT 10.2

FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT

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”).

Recitals

A. Seller and Buyer entered into that certain Purchase and Sale Agreement with an Effective Date of April 6, 2016 (the “Agreement”) for the purchase and sale of the Property (as defined in the Agreement) in Gurnee, Lake County, Illinois.

B. Seller and Buyer desire to amend the Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Agreement as follows:

1.The recitals set forth hereinabove are hereby incorporated herein by this reference with the same force and effect as if fully hereinafter set forth.

2.Capitalized terms used in this Amendment not otherwise defined shall have the meaning given to such terms in the Agreement.

3.Section 3.5 is hereby added to the Agreement as follows:

At Closing, Buyer shall receive a credit against the Purchase Price for capital improvements in an amount equal to Seventy-Five Thousand and 00/100 Dollars ($75,000.00).

4.Section 5.1 of the Agreement is hereby amended by deleting the definition of “Outside Closing Date” and inserting the following in lieu thereof:

“Outside Closing Date” shall mean a date selected by Buyer, but in no event earlier than May 19, 2016 or later than May 31, 2016.

5.Section 6.4 of the Agreement is hereby amended by deleting the definition of “Due Diligence Period” and inserting the following in lieu thereof:

“Due Diligence Period” shall mean the period commencing after the Opening of Escrow through May 13, 2016.

6.Section 8.4 is hereby added to the Agreement as follows:

Section 8.4 Indemnity re Altiera Claim. Notwithstanding but without limiting the provisions of Section 8.1.5 of the Agreement, Seller shall indemnify Buyer and defend Buyer against and hold Buyer harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonably attorneys’ fees and disbursements (“Buyer’s Damages”), that may be suffered or incurred by Buyer arising out of, or in connection with, any claim, amended claim, potential claim, litigation, other adversarial proceeding, settlement, judgment or order relating to or arising out of the incident, facts or events that are the subject of that certain complaint, a copy of which is attached hereto as Exhibit “A” (“Altiera Litigation”). Notwithstanding but without limiting the provisions of Section 8.1.7 of the Agreement, Seller shall not dissolve as a limited liability company formed in the State of Illinois and shall remain existing and in good standing under the laws of the State of Illinois until the Altiera Litigation has been dismissed, settled or finally determined with reasonable certainty and all claims, liabilities and judgments arising out of such dismissal, settlement or other determination have been paid in full. Seller agrees that (a) the time period limitation under Section 8.1.7 of the Agreement (i.e., nine (9) months after the Closing Date) (“Limitation Period”), and (b) any failure by Buyer to give Seller notice of any demand for indemnification regarding the Altiera Litigation pursuant to Section 8.1.7 before expiration of the Limitation Period, shall not, under any circumstances, be construed to limit, in any manner, Seller’s obligations or representations and warranties under or contained in this paragraph. For clarity, the monetary limitation set forth in Section 8.1.7 of the Agreement shall not apply to Buyer’s Damages in connection with the Altiera Litigation. Buyer shall reasonably cooperate with Seller’s efforts in connection with the Altiera Litigation, including allowing access to the Real Property for the purpose of conducting physical inspections reasonably necessary to Seller’s defense, provided that (a) Seller must give Buyer two (2) full Business Days’ prior telephone or written notice of any such physical inspection, (b) prior to performing any physical inspection, Seller must deliver evidence of liability insurance with coverage in an amount not less than $1,000,000.00 combined single limit, for personal injury, including bodily injury and death, and property damage, naming Buyer and Buyer’s property manager (if requested by Buyer) as additional insured parties, (c) Seller agrees to indemnify and hold Buyer harmless and defend Buyer from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from entry onto the Real Property by Seller or Seller’s consultants, contractors, employees, representatives, or agents, and (d) Buyer shall incur no cost or expense in connection therewith.

7.This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.

8.The Agreement, as amended by this Amendment, constitutes the entire agreement and understanding of the parties hereto with respect to the purchase and sale of the Property, and shall not be modified or amended except by written agreement duly executed by Seller and Buyer.

9.This Amendment may be executed in any number of counterparts, any one of which shall be an original, but all of which together shall be one and the same instrument. Signatures transmitted electronically by facsimile, email or PDF file shall be deemed to be original signatures for purposes of this Amendment.

10.In the event of any conflict between this Amendment and the Agreement with regard to the subject matter hereof, this Amendment shall control. Seller and Buyer do hereby reaffirm and ratify all non-conflicting portions of the Agreement.

11.This Amendment shall be construed in accordance with and governed by the laws of the State in which the Property is located.

[Signatures appear on following page]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.



SELLER:

ASHFORD PROPERTIES LLC,
Series D-Gurnee Partners at Carriage House,
an Illinois limited liability company

By:		/s/ Xxxxxxx X. XxXxxxxxx
Name:		Xxxxxxx X. XxXxxxxxx
Title:		Manager


By:		/s/ S. Xxxxx XxXxxxxxx
Name:		Xxxxxxx X. XxXxxxxxx
Title:		Manager