FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

EXHIBIT 10.2

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Amendment”) is dated as of November 13, 2012, and entered into by and between XXXX X. XXXXXXXXXXXXX, an individual, and XXXXX XXXXXXX, an individual (together, “Seller”), and Steadfast Asset Holdings, Inc., a California corporation (“Buyer”).

RECITALS

WHEREAS, Seller and Buyer have entered into that certain Purchase and Sale Agreement with Joint Escrow Instructions dated as of November 2, 2012 (the “Purchase Agreement”).

WHEREAS, Seller and Buyer desire to modify the Purchase Agreement as set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Loan Assumption. Subsection (b) of the second sentence of Section 3.1.2 of the Purchase Agreement is hereby amended and restated as follows:

“(b) the aggregate amount of all escrows (including any tax and insurance (including MIP) escrows) and reserves (including replacement and operating reserves), which operating deficit reserve is in the amount of $900,000 as of the Effective Date and is anticipated to be in the same amount as of the Closing Date) maintained by Property Owner pursuant to the terms and conditions of the Loan Documents, as defined below, as of 11:59 pm on the day prior to the Closing Date, other than (i) the working capital reserve in the original amount of $636,008.00 and (ii) the escrow for demolition in the original amount of $44,362.00 (provided, however, if any portion of the escrow for demolition is not refunded to Property Owner prior to Closing, then to the extent such amount is paid to Buyer or Property Owner after Closing, Buyer shall, within 2 business days of receipt of such amount, pay such amount to Seller);”

2.Conditions to Closing. A new Section 4.2.12 of the Purchase Agreement is hereby added as a condition to Buyer’s obligation to close as follows:

“4.2.12        The final endorsement shall have been issued by HUD, the related closing of the permanent loan shall have occurred and Seller or Property Owner shall have paid all costs relating thereto.”

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3.Corresponding Amendments. The third sentence of Section 5.1 and the first and fourth sentences of Section 5.2 are each hereby amended to insert “or Section 4.2.12” immediately following “4.2.10” in each instance.

4.Miscellaneous.

a.Definitions. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

b.Partial Invalidity. If any term or provision of this Amendment or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Amendment, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Amendment shall be valid and enforced to the fullest extent permitted by law.

c.No Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act.

d.Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

e.Entire Agreement; No Other Modification. This Amendment is the final expression of, and contains the entire agreement among, the parties hereto with respect to the subject matter set forth herein and may not be modified other than by an agreement in writing signed each party hereto. Except as expressly modified by this Amendment, all terms and conditions of the Purchase Agreement, together with any and all exhibits thereto, shall remain unmodified and are in full force and effect and enforceable in accordance with their terms. In the event of a conflict between the Purchase Agreement and this Amendment, the terms and provisions of this Amendment shall control.

f.Counterparts. This Amendment may be executed in counterparts, each of which shall constitute a separate document but all of which together shall constitute one and the same agreement. Signature pages may be detached and reattached to physically form one document. A signature scanned and sent by facsimile and/or e-mail shall be binding as an original signature.

<Signatures follow on next page(s)>

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.

SELLER:

/s/ Xxxx X. Xxxxxxxxxxxxx

XXXX X. XXXXXXXXXXXXX, an individual

/s/ Xxxxx Xxxxxxx

XXXXX XXXXXXX, an individual

BUYER:

Steadfast Asset Holdings, Inc.,

a California corporation

By:	/s/ Xxx Xxxxx del Rio
Name:	Xxx Xxxxx del Rio
Its:	Vice President and Secretary

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