0000950123-11-078833 Sample Contracts

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • August 19th, 2011 • Steadfast Income REIT, 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 SIR COOPER 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 COOPER 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 4807 Cooper Village Terrace, Louisville, KY 40219, as more particularly described in Exhibit A attached hereto (the “Property”).

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SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Purchase and Sale Agreement and Joint Escrow Instructions • August 19th, 2011 • Steadfast Income REIT, Inc. • Real estate investment trusts

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Amendment”) is dated as of July 8, 2011, and entered into by and between Cooper Creek Village, LLC, a Kentucky limited liability company (“Seller”), and Steadfast Asset Holdings, Inc., a California corporation (“Buyer”).

July 27, 2011
Steadfast Income REIT, Inc. • August 19th, 2011 • Real estate investment trusts

Re: Purchase and Sale Agreement with Joint Escrow Instructions dated as of June 24, 2011, as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of June 30, 2011, and that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of July 8, 2011 (as so amended, the “Purchase Agreement”) between COOPER CREEK VILLAGE, LLC, a Kentucky limited liability company, as Seller (“Seller”) and STEADFAST ASSET HOLDINGS, INC., a California corporation, or its assigns, as Buyer (“Buyer”). Capitalized terms not defined in this letter shall have the respective meanings assigned to such terms in the Purchase Agreement.

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Purchase and Sale Agreement and Joint Escrow Instructions • August 19th, 2011 • Steadfast Income REIT, Inc. • Real estate investment trusts

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Amendment”) is dated as of June 30, 2011, and entered into by and between Cooper Creek Village, LLC, a Kentucky limited liability company (“Seller”), and Steadfast Asset Holdings, Inc., a California corporation (“Buyer”).

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