0001468010-12-000064 Sample Contracts

PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • July 6th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2012 (the “Effective Date”), by and between SIR ESTANCIA, LLC, a Delaware limited liability company (“Owner”), and STEADFAST MANAGEMENT COMPANY, INC., a California corporation (“Manager”).

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MULTIFAMILY NOTE MULTISTATE -FIXED TO FLOAT
Multifamily Note • July 6th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

FOR VALUE RECEIVED, the undersigned (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 CBRE MELODY & COMPANY, a Texas corporation, the principal sum of TWENTY MILLION FNE HUNDRED THOUSAND AND NO/l00 DOLLARS (US $20,500,000.00), with interest on the unpaid principal balance, as hereinafter provided.

MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (OKLAHOMA- REVISION DATE 05-11-2004)
Multifamily Mortgage, Assignment of Rents and Security Agreement • July 6th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

THIS MULTIFAMIL Y MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the "Instrument") is made as of the 6th day of September, 2007, between ESTANCIA TULSA, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is 900 Brookstone Centre Parkway, Columbus, Georgia 31904, as mortgagor ("Borrower"), and CBRE MELODY & COMPANY, a corporation organized and existing under the laws of Texas, whose address is c/o GEMSA Loan Services, LP, 1500 City West Boulevard, Suite 200, Houston, Texas 77042, as mortgagee ("Lender"). Borrower's organizational identification number, if applicable, is DE-3973868.

PURCHASE AND SALE AGREEMENT BETWEEN ESTANCIA 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 • July 6th, 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 ESTANCIA TULSA, LLC, a Delaware limited liability company (“Seller”), and STEADFAST ASSET HOLDINGS, INC., a California corporation (“Purchaser”).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • July 6th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

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

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • July 6th, 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 ESTANCIA, 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 Estancia 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").

s/ Vanessa G. Morris, Esq. Vanessa G. Morris, Esq.
Assumption Agreement • July 6th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts
GUARANTY
Guaranty • July 6th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

THIS GUARANTY (“Guaranty”) is entered into effective as of this 29 day of June, 2012, by STEADFAST INCOME REIT, INC., a Maryland corporation (jointly and severally if more than one, “Guarantor”) for the benefit of the Federal Home Loan Mortgage Corporation (“Lender”).

SUBORDINATION OF MANAGEMENT AGREEMENT
Subordination of Management Agreement • July 6th, 2012 • Steadfast Income REIT, Inc. • Real estate investment trusts

WHEREAS, Owner has entered into a Management Agreement dated as of June 29, 2012 (the "Management Agreement"), a copy of which is attached hereto as Exhibit B, with Steadfast Management Company, Inc., a California corporation (herein referred to as "Manager"), for the leasing and management of the Project; and

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