0001104659-13-085454 Sample Contracts

STEADFAST APARTMENT REIT, INC. FORM OF DEALER MANAGER AGREEMENT Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share
Dealer Manager Agreement • November 18th, 2013 • Steadfast Apartment REIT, Inc. • Real estate investment trusts • Delaware
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FORM OF ESCROW AGREEMENT
Escrow Agreement • November 18th, 2013 • Steadfast Apartment REIT, Inc. • Real estate investment trusts • California

THIS SUBSCRIPTION ESCROW AGREEMENT (this “Escrow Agreement”), dated as of November , 2013, is entered into by and among STEADFAST APARTMENT REIT, INC., a Maryland corporation (the “Company”), STEADFAST CAPITAL MARKETS GROUP, LLC, a Delaware limited liability company, as dealer-manager for the Company (the “Dealer Manager”), and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).

ADVISORY AGREEMENT AMONG STEADFAST APARTMENT REIT, INC., STEADFAST APARTMENT REIT OPERATING PARTNERSHIP, L.P., AND STEADFAST APARTMENT ADVISOR, LLC
Advisory Agreement • November 18th, 2013 • Steadfast Apartment REIT, Inc. • Real estate investment trusts • Delaware

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the day of , 2013, is entered into by and among Steadfast Apartment REIT, Inc., a Maryland corporation (the “Company”), Steadfast Apartment REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Steadfast Apartment Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

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