0001468010-12-000060 Sample Contracts

MULTIFAMILY LOAN AND SECURITY AGREEMENT (CME)
Multifamily Loan and Security Agreement • May 31st, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

THIS MULTIFAMILY LOAN AND SECURITY AGREEMENT (“Loan Agreement”) is dated as of the 24th day of May, 2012 and is made by and between SIR SONOMA GRANDE, LLC, a Delaware limited liability company, having its principal place of business at c/o Steadfast Companies, 18100 Von Karman Avenue, Suite 500, Irvine, California 92612 (“Borrower”), and PNC BANK, NATIONAL ASSOCIATION, a national banking association, having an address at 26901 Agoura Road, Suite 200, Calabasas Hills, California 91301, Attention: Loan Servicing Manager (together with its successors and assigns, “Lender”).

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PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • May 31st, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of May 24, 2012 (the “Effective Date”), by and between SIR SONOMA GRANDE, LLC, a Delaware limited liability company (“Owner”), and STEADFAST MANAGEMENT COMPANY, INC., a California corporation (“Manager”).

MULTIFAMILY NOTE (CME)
Steadfast Income REIT, Inc. • May 31st, 2012 • Real estate investment trusts

FOR VALUE RECEIVED, SIR SONOMA GRANDE, LLC, a Delaware limited liability company (together with such party’s or parties’ successors and assigns, “Borrower”) jointly and severally (if more than one) promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION, a national banking association, the principal sum of $22,540,000.00, with interest on the unpaid principal balance, as hereinafter provided.

MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT OKLAHOMA (CME AND PORTFOLIO) (Revised 9-1-2011)
And Security Agreement • May 31st, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

THIS MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (“Instrument”) is made as of the 24th day of May, 2012, between SIR SONOMA GRANDE, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o Steadfast Companies, 18100 Von Karman Avenue, Suite 500, Irvine, California 92612, as mortgagor (“Borrower”), and PNC BANK, NATIONAL ASSOCIATION, a national banking association, whose address is 26901 Agoura Road, Suite 200, Calabasas Hills, California 91301, Attention: Loan Servicing Manager, as mortgagee (“Lender”). Borrower’s organizational identification number, if applicable, is 5133918.

PURCHASE AND SALE AGREEMENT BETWEEN SONOMA GRANDE TULSA, LLC, a Delaware limited liability company AS SELLER, AND STEADFAST ASSET HOLDINGS, INC. a California corporation AS PURCHASER As of February 15, 2012
Purchase and Sale Agreement • May 31st, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts • Oklahoma

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of February 15, 2012 (the "Effective Date"), by and between SONOMA GRANDE TULSA, LLC, a Delaware limited liability company ("Seller"), and STEADFAST ASSET HOLDINGS, INC., a California corporation ("Purchaser").

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 31st, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) is dated as of May 8, 2012, and entered into by and between SONOMA GRANDE TULSA, LLC, a Delaware limited liability company (“Seller”), and STEADFAST ASSET HOLDINGS, INC., a California corporation (“Buyer”).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 31st, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) is dated as of March 19, 2012, and entered into by and between SONOMA GRANDE TULSA, LLC, a Delaware limited liability company (“Seller”), and STEADFAST ASSET HOLDINGS, INC., a California corporation (“Buyer”).

ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (CME)
Assignment of Management Agreement • May 31st, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

THIS ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (“Assignment”) is made effective as of the 24th day of May, 2012, by and among SIR SONOMA GRANDE, LLC, a Delaware limited liability company, having its principal place of business at c/o Steadfast Companies, 18100 Von Karman Avenue, Suite 500, Irvine, California 92612 (“Borrower”), PNC BANK, NATIONAL ASSOCIATION, a national banking association, having an address at 26901 Agoura Road, Suite 200, Calabasas Hills, California 91301, Attention: Loan Servicing Manager (“Lender”), and STEADFAST MANAGEMENT COMPANY, INC., a California corporation, having its principal place of business at c/o Steadfast Companies, 18100 Von Karman Avenue, Suite 500, Irvine, California 92612 (“Property Manager”).

GUARANTY (CME AND PORTFOLIO) MULTISTATE (Revised 1-11-2012)
Steadfast Income REIT, Inc. • May 31st, 2012 • Real estate investment trusts

THIS GUARANTY (“Guaranty”) is entered into to be effective as of May 24, 2012, by STEADFAST INCOME REIT, INC., a Maryland corporation (“Guarantor”, collectively if more than one), for the benefit of PNC BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”).

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • May 31st, 2012 • 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 SONOMA GRANDE, LLC, a Delaware limited liability company (“Assignee”), all of Assignor’s rights and obligations under and in regard to that certain Purchase and Sale Agreement dated February 15, 2012 (as may be amended, the “Purchase Agreement”), between Sonoma Grande Tulsa, LLC, a Delaware limited liability company (“Seller”) and Assignor for the purchase and sale of that certain real property located in Tulsa, Oklahoma, as more particularly described in Exhibit A attached hereto (the “Property”).

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