AGREEMENT AND PLAN OF MERGER AMONG STEADFAST APARTMENT REIT, INC., STEADFAST APARTMENT REIT OPERATING PARTNERSHIP, L.P., SIII SUBSIDIARY, LLC, STEADFAST APARTMENT REIT III, INC., AND STEADFAST APARTMENT REIT III OPERATING PARTNERSHIP, L.P. DATED AS OF...Merger Agreement • August 6th, 2019 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of August 5, 2019 (this “Agreement”), is among Steadfast Apartment REIT III, Inc., a Maryland corporation (“STAR III”), Steadfast Apartment REIT III Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of STAR III (“STAR III Operating Partnership”), Steadfast Apartment REIT, Inc., a Maryland corporation (“STAR”), SIII Subsidiary, LLC, a Maryland limited liability company and a wholly owned subsidiary of STAR (“Merger Sub”), and Steadfast Apartment REIT Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of STAR (“STAR Operating Partnership”). Each of STAR III, STAR III Operating Partnership, STAR, Merger Sub, and STAR Operating Partnership is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
STAR III LETTERHEAD]Advisory Agreement • August 6th, 2019 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • California
This letter agreement sets forth certain agreements and understandings that each of Steadfast Apartment Advisor III, LLC (the “Advisor”) and Steadfast Apartment REIT III, Inc. (the “Company”) has agreed to undertake in connection with the Company’s proposed business combination with Steadfast Apartment REIT, Inc. (the “Merger”) pursuant to the Agreement and Plan of Merger among them and certain affiliated entities dated as of the date hereof (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Amended and Restated Advisory Agreement among the Company, its operating partnership and the Advisor, dated July 25, 2016, as amended.
FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STEADFAST APARTMENT REIT III OPERATING PARTNERSHIP, L.P. August 5, 2019Agreement of Limited Partnership • August 6th, 2019 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts
The Operating Partnership Agreement (as defined below) is hereby amended, effective as of the earlier of (i) the date the General Partner (as defined below) merges with and into SIII Subsidiary, LLC (“Merger Sub”) pursuant to that Agreement and Plan of Merger among the General Partner, Merger Sub and certain other parties thereto (the “Merger Agreement”) and (ii) upon payment of any consideration owed to the Special Limited Partner (defined below) pursuant to Sections 5.1(B)(3), 5.1(C) and 5.1(D)(1) in connection with the consummation of a Superior Proposal (as defined in the Merger Agreement), by this First Amendment to the Amended and Restated Agreement of Limited Partnership (this “First Amendment”) by and between Steadfast Apartment REIT III, Inc., a Maryland corporation (the “General Partner”) and Steadfast Apartment Advisor III, LLC, a Delaware limited liability company (the “Special Limited Partner”). Capitalized terms used but not defined herein shall have the meanings set fort
