8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

December 19, 2011

Steadfast Income REIT, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland	333-160748	27-0351641
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

18100 Von Karman Avenue, Suite 500

Irvine, California 92612

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (949) 852-0700

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2.):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Assignment and Assumption Agreement Relating to EBT Lofts

On December 19, 2011, Steadfast Income REIT, Inc. (the “Company”), through SIR EBT Lofts, LLC, its indirect wholly owned subsidiary (“SIR EBT Lofts”), entered into an Assignment and Assumption of Purchase Agreement with Steadfast Asset Holdings, Inc., an affiliate of the Company (“Steadfast Holdings”), whereby SIR EBT Lofts assumed the Purchase and Sale Agreement and Joint Escrow Instructions, dated as of October 25, 2011, relating to the acquisition of EBT Lofts, a 102-unit residential property located in Kansas City, Missouri (the “EBT Lofts”), from EBT Limited Partnership, a third party seller, for an aggregate purchase price of $8,575,000.

The acquisition of the EBT Lofts is subject to certain conditions to closing, including the absence of a material adverse change to the EBT Lofts prior to the date of the acquisition. There is no assurance that the Company will close the acquisition of the EBT Lofts on the terms described above or at all.

The material terms of the agreements described herein are qualified in their entirety by the agreements attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Assignment and Assumption Agreement Relating to Prairie Walk Apartments

On December 19, 2011, the Company, through SIR Prairie Walk, LLC, its indirect wholly owned subsidiary (“SIR Prairie Walk”), entered into an Assignment and Assumption of Purchase Agreement with Steadfast Holdings whereby SIR Prairie Walk assumed the Agreement of Purchase and Sale, dated as of November 30, 2011, relating to the acquisition of the Prairie Walk Apartments, a 128-unit residential property located in Kansas City, Missouri (the “Prairie Walk Property”), from Prairie Walk, LLC, a third party seller, for an aggregate purchase price of $6,100,000.

The acquisition of the Prairie Walk Property is subject to substantial conditions to closing, including the absence of a material adverse change to the Prairie Walk Property prior to the date of the acquisition. There is no assurance that the Company will close the acquisition of the Prairie Walk Property on the terms described above or at all.

The material terms of the agreements described herein are qualified in their entirety by the agreements attached as Exhibits 10.3 and 10.4 to this Current Report on Form 8-K and incorporated herein by reference.

Amendment No. 1 to the Operating Expense Reimbursement and Guaranty Agreement

On December 21, 2011, the Company, Steadfast Income Advisor, LLC, the Company’s advisor (the “Advisor”), Beacon Bay Holdings, LLC, an affiliate of the Advisor, and Rodney F. Emery, the Company’s Chairman, Chief Executive Officer and President, entered into Amendment No. 1 to the Operating Expense Reimbursement and Guaranty Agreement (the “Amendment”). The Amendment extends the date (the “Determination Date”) to determine whether the Advisor must reimburse the Company for operating expenses incurred by the Company during the four fiscal quarters ended March 31, 2011 that exceeded the 2%/25% Limitation set forth in the Company’s Second Articles of Amendment and Restatement (the “2%/25% Limitation”) and the Advisory Agreement with the Advisor (the “March 31, 2011 Excess Amount”). Pursuant to the terms of the Amendment, the Determination Date has been extended from December 31, 2011 to June 30, 2012. The Amendment also provides that any reimbursement for the March 31, 2011 Excess Amount must be made by Advisor no later than July 30, 2012.

The Amendment also modifies the terms relating to future reimbursement of Advisor for operating expenses incurred on behalf of the Company that exceed the 2%/25% Limitation. For any such excess amounts incurred from April 1, 2011 to December 31, 2011, the Advisor may only be reimbursed for such excess amount if the Company meets the 2%/25% Limitation on a cumulative basis (measured for the Company’s entire operating history), subject to a determination by the independent directors of the Company that such excess was justified based on unusual and nonrecurring factors which they deem to be sufficient.

The material terms of the Amendment described herein are qualified in their entirety by the Amendment, a copy of which is attached as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
10.1	Assignment and Assumption of Purchase Agreement, dated as of December 19, 2011, by and between Steadfast Asset Holdings, Inc. and SIR EBT Lofts, LLC
10.2	Purchase and Sale Agreement and Joint Escrow Instructions, dated as of October 25, 2011, by and between Steadfast Asset Holdings, Inc. and EBT Limited Partnership
10.3	Assignment and Assumption of Purchase Agreement, dated as of December 19, 2011, by and between Steadfast Asset Holdings, Inc. and SIR Prairie Walk, LLC
10.4	Agreement of Purchase and Sale, dated as of November 30, 2011, by and between Steadfast Asset Holdings, Inc. and Prairie Walk, LLC
10.5	Amendment No. 1 to the Operating Expense Reimbursement and Guaranty Agreement, dated as of December 21, 2011, by and among Steadfast Income REIT, Inc., Steadfast Income Advisor, LLC, Beacon Bay Holdings, LLC and Rodney F. Emery

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STEADFAST INCOME REIT, INC.
Date: December 22, 2011	By:	/s/ Kevin J. Keating
		Kevin J. Keating
		Treasurer

EXHIBIT INDEX

Exhibit	Description
10.1	Assignment and Assumption of Purchase Agreement, dated as of December 19, 2011, by and between Steadfast Asset Holdings, Inc. and SIR EBT Lofts, LLC
10.2	Purchase and Sale Agreement and Joint Escrow Instructions, dated as of October 25, 2011, by and between Steadfast Asset Holdings, Inc. and EBT Limited Partnership
10.3	Assignment and Assumption of Purchase Agreement, dated as of December 19, 2011, by and between Steadfast Asset Holdings, Inc. and SIR Prairie Walk, LLC
10.4	Agreement of Purchase and Sale, dated as of November 30, 2011, by and between Steadfast Asset Holdings, Inc. and Prairie Walk, LLC
10.5	Amendment No. 1 to the Operating Expense Reimbursement and Guaranty Agreement, dated as of December 21, 2011, by and among Steadfast Income REIT, Inc., Steadfast Income Advisor, LLC, Beacon Bay Holdings, LLC and Rodney F. Emery

EX-10.1

EXHIBIT 10.1

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT

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 EBT LOFTS, 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 and Joint Escrow Instructions dated October 25, 2011, as amended to the date hereof (as amended, the “Purchase Agreement”), between EBT Limited Partnership (“Seller”) and Assignor for the purchase and sale of that certain real property located in Kansas City, Missouri, as more particularly described in Exhibit A attached hereto (the “Property”).

Assignee hereby agrees to and shall assume, perform and be fully responsible for the performance of all of the obligations of Assignor under the Purchase Agreement.

All of the provisions, covenants and agreements contained in the Assignment shall extend to and be binding upon the respective legal representatives, successors and assigns of Assignor and Assignee. This Assignment represents the entire agreement between Assignor and Assignee with respect to the subject matter of the Assignment , and all prior or contemporaneous agreements regarding such matters are hereby rendered null and void and of no force and effect.

(SIGNATURES APPEARS ON FOLLOWING PAGE)

WITNESS THE EXECUTION HEREOF, as of this December 19, 2011.

ASSIGNOR:
STEADFAST ASSET HOLDINGS, INC., a California corporation
By:	/s/ Ana Marie del Rio
Name:	Ana Marie del Rio
Title:	Secretary
ASSIGNEE:
SIR EBT LOFTS, LLC an Delaware limited liability company
By:	Steadfast Income Advisor, LLC, a Delaware limited liability company, its Manager
	By:	/s/ Rodney F. Emery
	Name:	Rodney F. Emery
	Title:	CEO and President

Exhibit A

DESCRIPTION OF PROPERTY

LOTS H, I, J AND K, BLOCK 23, MCGEE'S ADDITION, a subdivision in Kansas City, Jackson County, Missouri, according to the recorded plat thereof.

EX-10.2

EXHIBIT 10.2

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

by and between

EBT LIMITED PARTNERSHIP,

a Missouri limited partnership

(“Seller”)

and

STEADFAST ASSET HOLDINGS, INC.,

a California corporation

(“Buyer”)

TABLE OF CONTENTS

			Page No.
1.	PURCHASE AND SALE.			1
	1.1	Property		1
	1.2	No Warranty		2
2.	PURCHASE PRICE			2
3.	PAYMENT OF PURCHASE PRICE			2
	3.1	Deposit		2
	3.2	Remainder of Purchase Price		3
	3.3	Liquidated Damages		3
	3.4	Specific Performance		3
4.	ESCROW INSTRUCTIONS			4
	4.1	Opening of Escrow		4
	4.2	Conditions to Close		4
	4.3	Recordation and Transfer		5
5.	CLOSING			5
	5.1	Generally		5
	5.2	Extension Option		6
6.	BUYER’S REVIEW			6
	6.1	Delivery of Documents		6
	6.2	Access		7
	6.3	Title and Survey		7
	6.4	Buyer’s Due Diligence		8
	6.5	Buyer’s Termination Right		8
	6.6	Contracts		8
7.	REPRESENTATIONS AND WARRANTIES			9
	7.1	Seller’s Representations and Warranties		9
	7.2	Buyer’s Representations and Warranties		13
8.	COVENANTS			13
	8.1	Seller		13
	8.2	Buyer		17
9.	ADJUSTMENTS AND PRORATIONS			18
	9.1	Generally		18
	9.2	Rental Income		18
	9.3	Proration Period		18
	9.4	Rent Ready		18
10.	CLOSING DOCUMENTS			19
	10.1	Seller’s Deliveries		19
	10.2	Buyer’s Deliveries		20
	10.3	Other Closing Documents		20

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	10.4	Closing Documents	20
11.	COSTS		20
12.	CASUALTY OR CONDEMNATION		20
13.	ATTORNEYS’ FEES		21
14.	ASSIGNMENT		21
15.	WAIVER		21
16.	GOVERNING LAW		21
17.	NOTICES		21
18.	ENTIRE AGREEMENT		22
19.	COUNTERPARTS; COPIES		22
20.	AUTHORITY		22
21.	RECORD ACCESS AND RETENTION		22
22.	CONTRACT CONSIDERATION		23
23.	JURY TRIAL WAIVER		23
24.	COUNSEL		23
25.	EQUAL PARTICIPATION		24

EXHIBITS
Exhibit “A”	Real Property Description
Exhibit “B”	Personal Property Description
Exhibit “C”	Due Diligence Documents
Exhibit “D”	Form of Deed
Exhibit “E”	Form of General Assignment
Exhibit “F”	Form of Bill of Sale
Exhibit “G”	Form of Non-Foreign Certificate
Exhibit “H”	Form of Tenant Notice
Exhibit “I”	Form of Parking Lease

SCHEDULES
Schedule 1	Leases
Schedule 2	Contracts
Schedule 3	Approvals

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PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into as of the 25^th day of October, 2011 (the “Execution Date”), by and between EBT LIMITED PARTNERSHIP, a Missouri limited partnership (“Seller”), and STEADFAST ASSET HOLDINGS, INC., a California corporation (“Buyer”), with reference to the following facts:

RECITALS:

A. Seller is the fee owner of that certain land improved with a multifamily residential project commonly known as EBT Lofts, consisting of 102 units situated thereon, located at 1601 Walnut, Kansas City, Missouri 64105 and more particularly described in Exhibit “A” attached hereto, together with all structures, improvements, machinery, fixtures and equipment affixed or attached to the land (collectively referred to herein as the “Real Property”).

B. Seller desires to sell the Real Property, along with certain related personal and intangible property, to Buyer, and Buyer desires to purchase such Real Property and related personal and intangible property from Seller in accordance with the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto mutually agree as follows:

1. PURCHASE AND SALE.

1.1 Property. Subject to the terms and conditions of this Agreement, and for the consideration herein set forth, Seller agrees to sell and transfer, and Buyer agrees to purchase and acquire, all of Seller’s right, title, and interest in and to the following (collectively, the “Property”):

1.1.1 The Real Property;

1.1.2 All easements, licenses, interests, rights, privileges, tenements, hereditaments and appurtenances on or in anywise appertaining to the Real Property;

1.1.3 All equipment, tools, machinery, materials, furniture, furnishings, supplies and other tangible personal property owned by Seller and located on or used in connection with or arising out of the ownership, management or operation of the Real Property as of the Execution Date, as more particularly described in Exhibit “B” attached hereto (collectively, “Personal Property”);

1.1.4 All leases and occupancy agreements relating to the Property in effect on the Date of Closing (as hereinafter defined), including all amendments thereto (collectively, “Leases”) (the Leases in effect on the Execution Date are identified on Schedule 1 attached hereto);

1.1.5 Subject to Section 6.6 below, all service, maintenance, supply or other contracts relating to the operation of the Property in effect as of the Execution Date (including without limitation all warranties and license agreements), which are identified on Schedule 2 attached hereto (collectively, “Contracts”);

1.1.6 All approvals, plans, specifications, studies and surveys relating to the Property, which are identified on Schedule 3 attached hereto (collectively, “Approvals”); and

1.1.7 All entitlements and intangible personal property in connection with or arising out of the ownership of the Real Property, including, without limitation, all licenses, permits and certificates of occupancy for the Real Property and trade names and logos (the “Intangible Property”).

1.1.8 That certain bridge structure (the “Bridge”) attached to the Real Property connecting the improvements on the Real Property to adjacent building located on the adjacent real property (the “Adjacent Property”).

1.2 No Warranty. Subject to the representations, warranties and covenants of Seller set forth in this Agreement, Seller is selling and Buyer is purchasing the Property “AS IS WHERE IS” with all faults.

2. PURCHASE PRICE. The total purchase price (“Purchase Price”) to be paid by Buyer to Seller for the Property shall be EIGHT MILLION AND FIVE HUNDRED SEVENTY-FIVE THOUSAND AND 00/100 DOLLARS ($8,575,000.00), payable all in cash.

3. PAYMENT OF PURCHASE PRICE. The Purchase Price shall be paid as follows:

3.1 Deposit. As part of the Opening of Escrow (as defined below), Buyer shall deliver to Chicago Title Company (“Escrow Holder”), which has an address of 4041 MacArthur Blvd # 490, Newport Beach, CA 92660, Attn. Rick Fortunato (“Escrow Holder”), the sum of TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($200,000.00) (“Initial Deposit”) in immediately available funds as a good faith deposit. The Initial Deposit, the Extension Deposit (as hereinafter defined), and all interest earned on any of the foregoing, shall be collectively referred to in this Agreement as the “Deposit”. Escrow Holder shall place the Deposit in one or more government insured interest-bearing accounts satisfactory to Seller and Buyer (which shall have no penalty for early withdrawal), and shall not commingle the Deposit with any funds of Escrow Holder or any other person or entity. All interest earned on the Deposit shall be included within the meaning of the term “Deposit” in this Agreement. The Buyer shall be responsible for any and all taxes due and owing with respect to the interest accruing on the Deposit. If Closing occurs in accordance with this Agreement, the Deposit shall be applied against the Purchase Price. The Deposit shall be returned to Buyer within one (1) business day if (y) Buyer elects to terminate this Agreement in accordance with Section 6.5 below or (z) Closing fails to occur due to (i) Seller’s breach of this Agreement, or (ii) a casualty or condemnation event as described in Section 12 below occurs. In the event of a termination of this Agreement by either Seller or Buyer for any reason other than pursuant to Section 6.5, Escrow Holder is authorized to deliver the Deposit to the party hereto entitled to same pursuant

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to the terms hereof on or before the tenth business day following receipt by Escrow Holder and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Holder that it disputes the right of the other party to receive the Deposit. In such event, Escrow Holder may interplead the Deposit into a court of competent jurisdiction in the county in which the Deposit has been deposited. All attorneys’ fees and costs and Escrow Holder’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Deposit, or if the Deposit is distributed in part to both parties, then in the inverse proportion of such distribution.

3.2 Remainder of Purchase Price. On or before the Closing Date, Buyer shall deposit into Escrow (as defined below) immediately available funds in an amount which, when added to the Deposit, will equal the Purchase Price plus any additional amounts necessary to cover costs and/or prorations under this Agreement.

3.3 Liquidated Damages. SELLER AND BUYER AGREE THAT, IF THE PURCHASE AND SALE OF THE PROPERTY IS NOT COMPLETED AND THIS AGREEMENT IS TERMINATED BY SELLER BECAUSE BUYER MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT (AFTER WRITTEN NOTICE AND A REASONABLE OPPORTUNITY TO CURE), THE DEPOSIT SHALL BE PAID TO SELLER AND RETAINED BY SELLER AS LIQUIDATED DAMAGES AND AS SELLER’S SOLE REMEDY AT LAW OR IN EQUITY. SELLER AND BUYER AGREE THAT, UNDER THE CIRCUMSTANCES EXISTING AS OF THE EXECUTION DATE, ACTUAL DAMAGES MAY BE DIFFICULT TO ASCERTAIN AND THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCURRED BY SELLER IF BUYER MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT AND FAILS TO PURCHASE THE PROPERTY.

SELLER’S INITIALS: ________                    BUYER’S INITIALS: ________

3.4 Specific Performance. If Seller fails to consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Buyer to perform hereunder, or if prior to Closing any one or more of Seller’s representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the third (3rd) business day after written notice thereof from Buyer or the Closing Date (Buyer hereby agreeing to give such written notice to Seller within one (1) business day after Buyer first learns of any such default or breach by Seller, except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder), Buyer may elect to (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Deposit and any and all costs incurred to date, (b) enforce specific performance to consummate the sale of the Property hereunder, (c) waive said failure or breach and proceed to Closing without any reduction in the Purchase Price, or (d) exercise any other remedies at law or in equity. Notwithstanding anything herein to the contrary, Buyer shall be deemed to have elected to terminate this Agreement under subsection (a) hereof if Buyer fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) business days following the scheduled Closing Date or, having given such notice, fails to file a lawsuit

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asserting such claim or cause of action in the county in which the Property is located within ninety (90) days following the scheduled Closing Date. Buyer’s remedies shall be limited to those described in this Section 3.4 and Section 13. If, however, the equitable remedy of specific performance is not available, Buyer may seek any other right or remedy available at law or in equity; provided, however, that in no event shall Seller’s liability exceed the lesser of (1) $250,000 or (2) the actual reasonable out-of-pocket expenses incurred by Buyer and paid (A) to Buyer’s attorneys in connection with the negotiation of this Agreement and (B) to unrelated and unaffiliated third party consultants in connection with the performance of examinations, inspections and/or investigations pursuant to Section 6 or any potential financing.

4. ESCROW INSTRUCTIONS.

4.1 Opening of Escrow; Effective Date. Within three (3) business days after the mutual execution of this Agreement by Seller and Buyer, the parties shall open an escrow (“Escrow”) with Escrow Holder in order to consummate the purchase and sale in accordance with the terms and provisions hereof. This Agreement shall be deposited in the Escrow and the provisions hereof shall constitute joint primary escrow instructions to Escrow Holder; provided, however, that the parties shall execute such additional instructions as requested by Escrow Holder not inconsistent with the provisions hereof. The date as of which Escrow Holder shall have received (i) the Initial Deposit, which shall occur not later than five (5) business days after the Effective Date, and (ii) executed counterparts of this Agreement from both Seller and Buyer shall constitute the “Opening of Escrow.” Escrow Holder shall deliver written confirmation of the date of the Opening of Escrow to the parties in the manner set forth in Section 17 of this Agreement. For purposes of this Agreement “Effective Date” shall mean the date on which the Environmental Remediation (as defined below) has been completed to the satisfaction of Buyer and Buyer’s lender.

4.2 Conditions to Close. Closing (as hereinafter defined) shall not occur unless and until the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included:

4.2.1 All contingencies described in Section 6 below have either been satisfied or waived in writing by Buyer within the time frame specified in Section 6.

4.2.2 All funds and instruments described in Sections 3 and 10 have been delivered to Escrow Holder and Seller and Buyer have approved, executed and delivered a settlement statement reflecting the Purchase Price, all prorations, and all closing costs as required under this Agreement (the “Settlement Statement”).

4.2.3 Seller shall have caused the title department of Escrow Holder to have irrevocably committed to Buyer in writing to issue an ALTA extended owner’s policy of title insurance, in form and content acceptable to Buyer in its sole and absolute discretion, insuring Buyer’s fee simple title to the Real Property in an amount equal to the Purchase Price subject only to the Permitted Exceptions (as hereafter defined).

4.2.4 Seller and Buyer shall each have executed and delivered the documents required under Section 10.1(a) and 10.1(b), as applicable, and Seller and Buyer shall each have executed and delivered that certain Parking License Agreement to be dated as of the Date of Closing in the form attached hereto as Exhibit “I” (the “Parking Lease”).

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4.2.5 Seller and Buyer shall each have materially performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by such party prior to, or as of, the Closing.

4.2.6 Seller’s representations and warranties contained herein shall be true and correct in all material respects as of the Execution Date, the Effective Date and as of the Closing Date, except for representations and warranties made as of, or limited by, a specific date, which will be true and correct in all material respects as of the specified date or as limited by the specified date.

4.2.7 There shall exist no pending or threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, against the other party that would materially and adversely affect that party’s ability to perform its obligations under this Agreement.

4.2.8 Buyer shall have received reasonably acceptable evidence that the City of Kansas City has acknowledged that Buyer shall have no obligation under the 353 Agreement or the related Redevelopment Plan to provide any parking spaces in respect of or otherwise for the Property.

4.3 Recordation and Transfer. Upon satisfaction of the conditions set forth in Section 4.2 above, Escrow Holder shall transfer the Property as follows:

4.3.1 Cause the Deed (as such term is hereinafter defined) to be recorded with the Recorder’s Office of Jackson County, Missouri;

4.3.2 Deliver to the parties entitled thereto the other Closing Documents (as hereinafter defined); and

4.3.3 Disburse all funds deposited with Escrow Holder by Buyer in payment of the Purchase Price for the Property (subject to applicable prorations) to Seller or, for closing costs, to the party entitled thereto, all as set forth in the Settlement Statement.

5. CLOSING

5.1 Generally. Unless this Agreement is earlier terminated by its terms hereunder, Escrow shall close upon the recordation of the Deed in accordance with the provisions of this Agreement (“Date of Closing”, “Closing Date” or “Closing”). The Closing shall occur no later than the date that is sixty (60) days after the Opening of Escrow (“Initial Scheduled Closing Date”) at the office of Escrow Holder (or such other location as may be mutually agreed upon by Seller and Buyer), unless otherwise extended (i) by operation of Sections 6.2, 12 or 21.2 below, (ii) by Buyer pursuant to Section 5.2 below, or (iii) by written agreement between Buyer and Seller.

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5.2 Extension Option. Notwithstanding Section 5.1 above, Buyer shall have the option (“Extension Option”) to extend the Initial Scheduled Closing Date for an additional thirty (30) days (“Rescheduled Closing Date”), in Buyer’s sole and absolute discretion, by providing written notice to Seller of such election prior to the Initial Scheduled Closing Date and depositing, with Escrow Holder an additional sum of FIFTY THOUSAND and 00/100 DOLLARS ($50,000.00) (“Extension Deposit”) in immediately available funds.

6. BUYER’S REVIEW.

6.1 Delivery of Documents. Within three (3) business days after the Effective Date, Seller shall, at the sole expense of Seller, deliver to Buyer all documents pertaining to the Property that have been prepared by, for or at the request of Seller or are in the possession of or available to Seller, including, without limitation, (i) the documents listed on Exhibit “C” attached hereto; (ii) copies of the Leases, Contracts and Approvals; (iii) copies of all architectural, engineering and other drawings, plans and specifications for the buildings, structures, improvements, machinery, fixtures and equipment included in the Real Property; (iv) copies of all reports, studies, investigations, appraisals and other materials concerning the design, construction, condition or status of the Real Property or any of the buildings, structures, improvements, machinery, fixtures or equipment included in the Real Property, or any system, element or component thereof, or any past or present Release (as hereinafter defined) or threatened Release of any Hazardous Substances (as hereinafter defined) in, on, under or within the Real Property or any other real property in the vicinity of the Real Property, or the compliance of the Real Property with Environmental Laws (as hereinafter defined); and (v) copies of all environmental impact reports, negative declarations, environmental impact certifications, and zoning, land use or development agreements relating to the Real Property (collectively, the “Seller Deliveries”). Seller hereby acknowledges and agrees that the following in the possession of or available to Seller as will be provided as required in the previous sentence: monthly operating statements (year-to-date and 3-year historical); year-end financial statements, audited if available (past 3 years); and general ledger (year-to-date and 3-year historical).

As used in this Agreement, the following definitions shall apply: “Environmental Laws” shall mean all federal, state and local laws, ordinances, rules and regulations now or hereafter in force, as amended from time to time, in any way relating to or regulating human health or safety, or industrial hygiene or environmental conditions, or protection of the environment, or pollution or contamination of the air, soil, surface water or groundwater, and includes the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., the Clean Water Act, 33 U.S.C. § 1251, et seq., and the Hazardous Substance Account Act. “Hazardous Substances” shall mean any substance or material that is described as a toxic or hazardous substance waste or material or a pollutant or contaminant, or words of similar import, in any of the Environmental Laws, and includes asbestos, petroleum (including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any mixture thereof), petroleum products, polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive matter, medical waste, and chemicals which may cause cancer or reproductive toxicity. “Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, including continuing migration, of Hazardous Substances into or through soil, surface water or groundwater.

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6.2 Access. Commencing upon the Execution Date, Seller shall allow (or cause to be allowed) Buyer or Buyer’s agents or representatives access to the Property for purposes of any non-intrusive physical or environmental test, study or inspection of the Property and, to the extent copies are not provided to Buyer by Seller, review and copying of Seller’s books and records relating to the Property and any of the documents described in Section 6.1 above, and other matters necessary in the discretion of Buyer to evaluate and analyze the feasibility of the Property for Buyer’s intended use thereof. Buyer shall not conduct or authorize any physically intrusive testing of, on, or under the Property without first obtaining Seller’s consent as to the timing and scope of work to be performed, which consent shall not be unreasonably withheld, conditioned or delayed. Seller hereby acknowledges and agrees that Buyer or Buyer’s representatives may communicate with any governmental authority for the sole purpose of gathering information in connection with the Property or the Seller, or the transaction contemplated by this Agreement.

6.3 Title and Survey. Within three (3) business days after the Effective Date, Seller shall cause Escrow Holder to issue to Buyer a current commitment for an owner’s policy of title insurance in the amount of the Purchase Price on an ALTA 2006 form (“Title Commitment”) together with copies of all documents of record reflected therein as exceptions to title at Seller’s sole cost and expense (as provided in Section 11 below). Buyer shall have thirty (30) days following its receipt of the Title Commitment (“Title Objection Period”) in which to notify Seller in writing of any objections Buyer has, in Buyer’s sole and absolute discretion, to any matters shown on the Title Commitment (“Title Objection Notice”). All objections raised by Buyer in the manner herein provided are hereafter called “Objections.” Seller shall make reasonable efforts to remedy or remove all Objections (or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) within fifteen (15) days following Seller’s receipt of the Title Objection Notice (“Seller’s Cure Period”). In the event Seller is unable to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within Seller’s Cure Period, then Buyer, within ten (10) days after the expiration of Seller’s Cure Period, shall deliver to Seller written notice electing, in Buyer’s sole and absolute discretion, to either (i) terminate this Agreement, or (ii) unconditionally waive any such Objections, failing which Buyer shall conclusively be deemed to have elected (i) above. Any new title or survey information received by Seller or Buyer after the expiration of the Title Objection Period or Seller’s Cure Period, as applicable, from a supplemental title report, survey or other source which is not the result of the acts or omissions of Buyer or its agents, contractors or invitees (each, a “New Title Matter”) shall be subject to the same procedure provided in this Section 6.3 (and the Date of Closing shall be extended commensurately if the Closing would have occurred but for those procedures being implemented for a New Title Matter), except that the Buyer’s Title Objection Period and Seller’s Cure Period for any New Title Matters shall be five (5) business days each. Closing shall be delayed as needed to accommodate such additional time periods. Seller shall have no obligation to cure title objections except financing liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such financing liens. Seller further agrees to remove any exceptions or encumbrances to title which

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are voluntarily created by, under or through Seller after the Execution Date without Buyer’s consent. The term “Permitted Exceptions” shall mean: the specific exceptions (excluding exceptions that are part of the promulgated title insurance form) in the Title Commitment to which Buyer has not raised an Objection as provided herein or has subsequently waived such Objection in writing and that Seller is not required to remove as provided above; items shown on the Survey which have not been removed as of the end of the Due Diligence Period; real estate taxes not yet due and payable; and rights of tenants (as tenants only) under the Leases.

6.3.1 Within three (3) business days after the Effective Date, Seller shall provide Buyer with a copy of any existing survey of the Property in Seller’s possession or control. Buyer, at its sole cost and expense, may elect to obtain a new survey or revise, modify, or re-certify an existing survey of the Property as necessary in order for the title department of Escrow Holder to delete the survey exception from title or to otherwise satisfy Buyer’s objectives.

6.4 Buyer’s Due Diligence. Subject to Section 21.2 below, Buyer shall have thirty (30) days from and after Buyer’s receipt of the documents described in Section 6.1 above (“Due Diligence Period”) to evaluate and analyze the feasibility of the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning and operating the Property. If, during the Due Diligence Period, Buyer determines that the Property is not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of twelve (12) months and control over any provisions to the contrary herein.

6.5 Buyer’s Termination Right. If Buyer exercises the right to terminate this Agreement in accordance with Sections 6.3 or 6.4 hereof, this Agreement shall terminate as of the date the termination notice is given by Buyer (except as to such matters that are expressly specified to survive the termination of this Agreement), and Escrow Holder shall return the Deposit to Buyer If Buyer does not exercise the right to terminate this Agreement in accordance with Sections 6.3 or Section 6.4 hereof, this Agreement shall continue in full force and effect and the Deposit shall become non-refundable except as provided in Section 3.1 above.

6.6 Contracts. On or before the expiration of the Due Diligence Period, Buyer shall notify Seller in writing as to which of the Contracts Buyer elects to assume at Closing, in Buyer’s sole and absolute discretion. Seller shall notify the vendors under those Contract(s) which Buyer has not agreed to assume and, provided that Closing occurs hereunder, such Contracts shall terminate effective as of the Date of Closing.

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7. REPRESENTATIONS AND WARRANTIES.

7.1 Seller’s Representations and Warranties. The representations and warranties of Seller in this Section 7.1 are a material inducement for Buyer to enter into this Agreement. Buyer would not purchase the Property without such representations and warranties and covenants of Seller. Such representations, warranties shall survive the Closing for one (1) year. Seller represents and warrants to Buyer as of the Execution Date, as of the Effective Date and as of the Closing Date as follows:

7.1.1 Seller is a limited partnership duly incorporated and organized and validly existing and in good standing under the laws of the State of Missouri. Seller has full power and authority to enter into this Agreement and to perform this Agreement. The execution, delivery and performance of this Agreement by Seller have been duly and validly authorized by all necessary action on the part of Seller and all required consents and approvals have been duly obtained. This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. There is no agreement to which Seller is a party or, to Seller’s knowledge, that is binding on Seller which is in conflict with this Agreement. At Closing, Seller will cause good and indefeasible title to the Real Property to be conveyed to Buyer, subject only to the Permitted Exceptions.

7.1.2 All of the Personal Property is described in Exhibit “B” attached hereto, which is a materially accurate and materially complete list of all tangible and intangible personal property owned by Seller relating to the ownership, management, operation, maintenance or repair of the Real Property. All of the Personal Property is located at the Real Property. Seller has and can convey good title to the Personal Property, free and clear of all liens, encumbrances, security interests and adverse claims of any kind or nature whatsoever.

7.1.3 All of the Leases are described in Schedule 1 attached hereto, and there are no persons leasing, using or occupying the Real Property or any part thereof except the tenants under the Leases. All of the Contracts are described in Schedule 2 attached hereto, which is an accurate and complete list of all presently effective contracts, agreements, warranties and guaranties relating to the leasing, advertising, promotion, design, construction, ownership, management, operation, maintenance or repair of the Real Property. All of the Approvals are described in Schedule 3 attached hereto, which is an accurate and complete list of all presently effective building permits, certificates of occupancy, and other certificates, permits, licenses and approvals relating to the design, construction, ownership, occupancy, use, management, operation, maintenance or repair of the Real Property. Except for the liens granted to Lenders (as hereinafter defined), which Seller shall cause to be removed from title at or before Closing pursuant to subsection 7.1.14 below, Seller has and can convey good title to the Leases, the Contracts and the Approvals, free and clear of all liens, encumbrances, security interests and adverse claims of any kind or nature whatsoever. To the best of Seller’s actual knowledge, all of the copies of the documents delivered to Buyer pursuant to Section 6.1 hereof are accurate and complete copies of all originals of the documents described in Section 6.1 hereof and fairly and accurately represent the financial, physical and environmental condition of the Property.

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7.1.4 All information concerning the Leases is accurate and complete. Except as disclosed to Buyer, to the best of Seller’s actual knowledge, the Leases are in full force and effect and the full current rent is accruing thereunder. The Leases have not been amended or modified except as disclosed in writing to Buyer. No monthly rent has been paid more than one (1) month in advance (except as otherwise expressly permitted or required pursuant to the terms of the Lease) and no security deposit or prepaid rent has been paid except as otherwise disclosed in writing to Buyer. No tenant under the Leases is entitled to interest on any security deposit. The tenants have accepted possession of their respective premises under the Leases and all improvements and construction required to be performed by the landlord under the Leases have been completed. Except as disclosed to Buyer, to the best of Seller’s actual knowledge, there is no existing breach or default by the landlord or by any tenant under the Leases and, to the best of Seller’s actual knowledge, the tenants have no defenses, claims or demands against the landlord, under the Leases or otherwise, which can be offset against rents or other charges due or to become due under the Leases. To the best of Seller’s actual knowledge, no event has occurred or condition exists which, with or without notice or the passage of time, or both, would constitute a breach or a default by the landlord or by any tenant under the Leases. To the best of Seller’s actual knowledge, Seller has received no notice from any tenant under the Leases claiming any breach or default by Seller under any of the Leases. To the best of Seller’s actual knowledge, no money is owed to any tenant for improvements or otherwise under the Leases and no improvement, moving, relocation or other payment or credit of any kind is presently owed, or will or could become due and payable, to any tenant under the Leases. There are no leasing commissions or other commissions, fees or compensation presently owed or which will become due and payable with respect to any of the Leases or which could become due and payable in the future upon the exercise of any right or option contained in any of the Leases. Except for liens granted to Lenders, which Seller shall cause to be removed from title at or before Closing pursuant to subsection 7.1.14 below, Seller has not assigned, transferred, pledged or encumbered in any manner any of the Leases or any rents or other amount payable by any tenant thereunder.

7.1.5 To the best of Seller’s actual knowledge, there are no defects or deficiencies in the design, construction, fabrication, manufacture or installation of the Real Property or any part thereof or any system, element or component thereof. To the best of Seller’s actual knowledge, all systems, elements and components of the Property (including all machinery, fixtures and equipment, the roof, foundation and structural elements, and the elevator, mechanical, electrical and life safety systems) are in good working order and repair and sound operating condition. Seller has received no notice of any kind from any insurance broker, agent or underwriter that any noninsurable condition exists in, on or about the Real Property or any part thereof. To the best of Seller’s actual knowledge, the Approvals have been duly and validly issued, are in full force and effect, and are all of the certificates, permits, licenses and approvals that are required by law to own, operate, use and occupy the Real Property as it is presently owned, operated, used and occupied. Seller has fully performed, satisfied and discharged all of the obligations, requirements and conditions imposed on the Real Property by the Approvals.

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7.1.6 Seller has received no notice of any kind from any insurance broker, agent or underwriter that any noninsurable condition exists in, on or about the Real Property or any part thereof. Seller has not received any notice that the Real Property is in violation of any applicable building, earthquake, zoning, land use, environmental, antipollution, health, fire, safety, access and accommodations for the physically handicapped, subdivision, energy and resource conservation and similar laws, statutes, rules, regulations and ordinances or any covenants, conditions and restrictions applicable to the Real Property.

7.1.7 To the best of Seller’s actual knowledge, there are no Hazardous Substances present in, on or under the Real Property or any nearby real property which could migrate to the Real Property, to the best of Seller’s actual knowledge, there is no present Release or threatened Release of any Hazardous Substances in, on or under the Real Property in violation of applicable laws. Seller has never used the Real Property or any part thereof, and has never permitted any person to use the Real Property or any part thereof, for the production, processing, manufacture, generation, treatment, handling, storage or disposal of Hazardous Substances in violation of applicable laws. To the best of Seller’s actual knowledge, no underground storage tanks of any kind are located in the Real Property. To the best of Seller’s actual knowledge, the Real Property and every part thereof, and all operations and activities therein and thereon and the use and occupancy thereof, comply with all applicable Environmental Laws, and neither Seller nor any person using or occupying the Real Property or any part thereof is violating any Environmental Laws. To the best of Seller’s actual knowledge, Seller has all permits, licenses and approvals (which are included in the Approvals) required by all applicable Environmental Laws for the use and occupancy of, and all operations and activities in, the Real Property. To the best of Seller’s actual knowledge, Seller is in full compliance with all such permits, licenses and approvals, and o the best of Seller’s actual knowledge, all such permits, licenses and approvals are in full force and effect. No claim, demand, action or proceeding of any kind relating to any past or present Release or threatened Release of any Hazardous Substances in, on or under the Real Property or any past or present violation of any Environmental Laws at the Real Property has been made or commenced, or is pending, or to the best of Seller’s actual knowledge, is being threatened or contemplated by any person.

7.1.8 There is no litigation, arbitration or other legal or administrative suit, action, proceeding or investigation of any kind pending or to the best of Seller’s actual knowledge, threatened or being contemplated against or involving Seller relating to the Real Property or any part thereof and, to the best of Seller’s actual knowledge, there is no valid basis for any such litigation, arbitration or other legal or administrative suit, action, proceeding or investigation. To the best of Seller’s actual knowledge, there is no general plan, land use or zoning action or proceeding of any kind, or general or special assessment action or proceeding of any kind, or condemnation or eminent domain action or proceeding of any kind pending or threatened or being contemplated with respect to the Real Property or any part thereof. There is no legal or administrative action or proceeding pending to contest or appeal the amount of real property taxes or assessments levied against the Real Property or any part thereof or the assessed value of the Real Property or any part thereof for real property tax purposes. To the best of Seller’s actual knowledge, no supplemental real property taxes have been or will be levied against or assessed with respect to the Real Property or any part thereof based on any change in ownership or new construction or other event or occurrence relating to the Real Property before the Effective Date, except any such supplemental real property taxes as have been paid in full and discharged.

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7.1.9 To the best of Seller’s actual knowledge, all water, sewer, gas, electric, steam, telephone and drainage facilities and all other utilities required by law or reasonably necessary or proper and usual for the full operation, use and occupancy of the Real Property are installed to the boundary lines of the Real Property, are connected with valid permits, if required, and are adequate to service the Real Property and to allow full compliance with all applicable laws, and the cost of installation and connection of all such utilities to the Property has been fully paid.

7.1.10 Seller is not “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder.

7.1.11 No withholding of tax or reporting (except for filing appropriate final property and transfer tax returns at the respective taxing authorities to be paid on the Closing Date, and customary income tax filings) will be required with respect to the sale of the Property by Seller.

7.1.12 Seller has not made a general assignment for the benefit of its creditors, and has not admitted in writing its inability to pay its debts as they become due, nor has Seller filed, nor does it contemplate the filing of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or any other proceeding for the relief of debts in general, nor has any such proceeding been instituted by or against Seller.

7.1.13 Except for Marcus & Millichap, Seller has not dealt with any investment adviser, real estate broker or finder, or incurred any liability for any commission or fee to any investment adviser, real estate broker or finder, in connection with the sale of the Property to Buyer or this Agreement.

7.1.14 Seller has no reason to believe that any lender with a lien affecting the Property will not fully and unconditionally release and/or reconvey, as applicable, such lien at the Closing, and, to the best of Seller’s actual knowledge, there is no default under any financing secured by a lien on the Property that will adversely affect Seller’s ability to convey the Property to Buyer free and clear of such lien at the Closing.

7.1.15 The transaction contemplated by this Agreement (and any underlying obligations contemplated by this Agreement) does not and shall not constitute a non-exempt prohibited transaction under the Employee Retirement Income Security Act of 1974 (“ERISA”) or a comparable violation of state law.

7.1.16 Seller is not any of the following: (i) a person or entity that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (herein called the “Executive Order”); (ii) a person or entity owned or controlled by, or acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity that is named as a “specifically designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control

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(herein called “OFAC”) at its official website, http://www.treas.gov/offices/enforcement/ofac; (iv) a person or entity that is otherwise the target of any economic sanctions program currently administered by OFAC; or (v) a person or entity that is affiliated with any person or entity identified in the foregoing clauses (i), (ii), (iii), or (iv).

7.1.17 To the best of Seller’s actual knowledge, Seller has used commercially reasonable efforts to disclose to Buyer, in writing (which disclosure may be by delivery of the Seller Deliveries), all material information, knowledge and findings relating to the Property and its operations in Seller’s possession or control.

7.1.18 To the best of Seller’s actual knowledge, no default exists under the 353 Agreement (as hereinafter defined) or under that certain Declaration of Restriction filed against the Property in the Jackson County, Missouri Recorder of Deeds’ Office as Document 2000K0065821 (the “Bridge Declaration”).

7.2 Buyer’s Representations and Warranties. Buyer represents and warrants to Seller as follows:

7.2.1 Buyer is a corporation, duly organized, validly existing, and in good standing under the laws of the State of California.

7.2.2 Buyer has all requisite power and authority to execute and deliver this Agreement and to carry out its obligations hereunder and the transactions contemplated hereby. This Agreement has been, and the documents contemplated hereby will be, duly executed and delivered by Buyer and constitute its legal, valid, and binding obligation enforceable against it in accordance with its terms.

7.2.3 Except for Marcus & Millichap, Buyer has not dealt with any investment adviser, real estate broker or finder, or incurred any liability for any commission or fee to any investment adviser, real estate broker or finder, in connection with the purchase of the Property or this Agreement.

8. COVENANTS.

8.1 Seller. Seller covenants and agrees with Buyer as follows:

8.1.1 Between the Execution Date and the Closing Date, Seller shall not execute any additional lease affecting the Real Property or amend, modify, renew, extend or terminate any of the Leases, the Contracts or the Approvals in any respect without the prior approval of Buyer, which approval may not be unreasonably withheld by Buyer; provided, however, that any Leases which are either executed or renewed on a month-to-month basis (or annual basis solely with respect to residential Leases) and which are consistent with the current leasing practices of Seller, including, without limitation, current rental rates, shall be deemed to be automatically approved by Buyer, and provided further that any Contracts that are not terminable upon no more than thirty (30) days notice may be disapproved by Buyer in its sole and absolute discretion. Further, Buyer shall be deemed to have approved a proposed Lease if Buyer has not made an objection to such contract within two (2) business days of a receipt of a request for approval. Further, Seller, in emergency situations or in situations that are critical to

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the operation of the Property, may enter into Contracts for goods and services without the approval of Buyer, provided that such Contracts must be terminable upon no more than thirty (30) days notice without payment of any penalty or fee. Between the Execution Date and the Closing Date, Seller shall not consent to any assignment or sublease requested by any tenant under any of the Leases without the prior approval of Buyer, which approval shall not be unreasonably withheld or delayed. Between the Execution Date and the Closing Date, Seller shall manage, operate, maintain and repair the Real Property and the Personal Property in the ordinary course of business in accordance with Seller’s existing practices (including, without limitation, maintenance of substantially the same advertising and marketing programs for the Real Property in effect as of the Execution Date), comply with the Approvals and all covenants, conditions, restrictions, laws, statutes, rules, regulations and ordinances applicable to the Real Property or the Personal Property, keep the Leases, the Contracts and the Approvals in force, immediately give Buyer copies of all notices received by Seller asserting any breach or default under the Leases or the Contracts or any violation of the Approvals or any covenants, conditions, restrictions, laws, statutes, rules, regulations or ordinances applicable to the Real Property or the Personal Property, and perform when due all of Seller’s obligations under the Leases, the Contracts and the Approvals in accordance with the Leases, the Contracts and the Approvals and all applicable laws. Seller shall not (i) create or agree to any easements, liens, mortgages, encumbrances or other interests that would affect the Property or Seller’s ability to comply with this Agreement; (ii) initiate or consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Real Property; (iii) fail to pay when due and payable all taxes and other public charges assessed against the Real Property or Seller; (iv) fail to keep current and free from default any and all secured financing against the Real Property; or (v) fail to pay in a timely fashion all proper bills for labor or services for work performed for or on behalf of Seller with respect to the Property. Between the Execution Date and the Closing Date, Seller shall keep in force property insurance covering all buildings, structures, improvements, machinery, fixtures and equipment included in the Real Property insuring against all risks of physical loss or damage, subject to standard exclusions, in an amount equal to the actual replacement cost (without deduction for depreciation) of such buildings, structures, improvements, machinery, fixtures and equipment.

8.1.2 Between the Execution Date and the Closing Date, Seller shall not use, produce, process, manufacture, generate, treat, handle, store or dispose of any Hazardous Substances in violation of applicable laws in, on or under the Real Property, or use the Real Property for any such purposes, or Release any Hazardous Substances in violation of applicable laws, into any air, soil, surface water or groundwater comprising the Real Property, or permit any person using or occupying the Real Property or any part thereof to do any of the foregoing. Between the Execution Date and the Closing Date, Seller shall comply, and shall cause all persons using or occupying the Real Property or any part thereof to comply, with all Environmental Laws applicable to the Real Property, or the use or occupancy thereof, or any operations or activities therein or thereon. Between the Execution Date and the Closing Date, Seller shall duly obtain all permits, licenses and approvals required by all applicable Environmental Laws for the use and occupancy of, and all operations and activities in, the Real Property, comply fully with all such permits, licenses and approvals, and keep all such permits, licenses and approvals in full force and effect. Immediately after Seller obtains any information indicating that any Hazardous Substances may be present or any Release or threatened Release of Hazardous Substances may have occurred in, on or under the Real Property (or any nearby

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real property which could migrate to the Real Property) or that any violation of any Environmental Laws may have occurred at the Real Property, Seller shall give written notice thereof to Buyer with a reasonably detailed description of the event, occurrence or condition in question. Seller shall immediately furnish to Buyer copies of all written communications received by Seller from any person (including notices, complaints, claims or citations that any Release or threatened Release of any Hazardous Substances or any violation of any Environmental Laws has actually or allegedly occurred) or given by Seller to any person concerning any past or present Release or threatened Release of any Hazardous Substances in, on or under the Real Property (or any nearby real property which could migrate to the Real Property) or any past or present violation of any Environmental Laws at the Real Property. In the event that Buyer’s environmental consultant recommends a Phase II Environmental Site Assessment or any other report and/or inspection, and such Phase II, report and/or inspection indicates the presence of any Hazardous Substances in violation of Environmental Laws, Seller shall perform (or cause to performed) such remediation as may be necessary, in the good faith judgment of Buyer, such consultant, and Buyer’s lender to fully and completely comply with all Environmental Laws to the reasonable satisfaction of Buyer and Buyer’s lender, and thereupon upon such “closure letter” or other evidence of compliance with all Environmental Laws as may be available (collectively, the “Environmental Remediation”). Promptly after receipt of any such Phase II, report and/or inspection that indicates the presence of any Hazardous Substances in violation of Environmental Laws, Seller shall obtain at lease two (2) estimates of the cost and timeframe to complete remediation of any Hazardous Materials (the “Estimates”), and, notwithstanding the previous sentence, if such Estimates are more than $50,000 and 90 days (or such longer period as may be designated by Buyer, in its sole discretion), respectively, Seller shall be permitted to terminate this Agreement provided written notice of termination is given within ten (10) days after Seller’s receipt of the Estimates. If such Estimates are for less than $50,000 and 90 days (or such longer period as may be designated by Buyer, in its sole discretion), then Seller shall promptly commence the Environmental Remediation and diligently pursue completion thereof and complete the Environmental Remediation within the period provided in the Estimates; it being understood and agreed that Seller’s failure to do so shall be a material default under the terms of this Agreement, and shall give Buyer the right to terminate this Agreement by giving Seller written of such election prior and recover from Seller and any and all costs incurred by Buyer through the date of such termination and take any and all action at law or in equity to recover such costs, including without limitation the filing of a lis pendens.

8.1.3 Seller shall use commercially reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties made by Seller in Section 7.1 hereof to be true and correct on and as of the Closing Date.

8.1.4 Seller shall promptly notify Buyer in writing of any litigation, arbitration, condemnation or administrative hearing before any court or governmental agency concerning Seller or the Property which is instituted after the Execution Date.

8.1.5 Seller shall indemnify and defend Buyer against and hold Buyer harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, (i) that may be suffered or incurred by Buyer if any representation or warranty made by Seller in Section 7.1 hereof was untrue or incorrect in any material respect when made or that may be caused by any breach by Seller of any such

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representation or warranty, (ii) arising from or based on any failure by Seller to perform all obligations of Seller in accordance with the Leases, the Contracts or the Approvals before the Closing Date, or any breach, default or violation by Seller (or any event by Seller or condition which, after notice or the passage of time, or both, would constitute a breach, default or violation by Seller) under the Leases, the Contracts or the Approvals that occurs before the Closing Date, or any condition, event or circumstance relating to the Real Property that existed or occurred before the Closing Date, or any personal injury or property damage occurring in, on or about the Real Property before the Closing Date, and (iii) arising from, relating to or connected with any past or present Release or threatened Release of any Hazardous Substances in, on or under the Real Property or any past or present violation of any Environmental Laws at the Real Property that exists or occurs, or the onset of which exists or occurs, before the Closing Date, including, without limitation, all expenses of investigation and monitoring, costs of containment, abatement, removal, repair, cleanup, restoration and remedial work, penalties and fines, attorneys’ fees and disbursements, and other response costs.

8.1.6 Between the Execution Date and the Closing Date, Seller shall not in any manner sell, convey, assign, transfer, encumber or otherwise dispose of the Real Property, the Leases, the Personal Property, the Contracts or the Approvals, or any part thereof or interest therein.

8.1.7 Seller shall pay all commissions, fees and expenses due to Marcus & Millichap, in respect of the sale of the Property to Buyer or this Agreement. Seller hereby agrees to indemnify and hold Buyer harmless from and against any and all claims for brokerage or finder’s fees or other similar commissions or compensation made by any and all other brokers or finders claiming to have dealt with Seller in connection with this Agreement or the consummation of the transaction contemplated hereby. The indemnification obligations of Seller set forth in this Section 8.1.6 shall survive the Closing or the termination of this Agreement for any reason for a period of twelve (12) months.

8.1.8 In the event that Buyer intends to cause the Property to benefit from the tax abatement provisions set forth in that certain 353 Contract between Old Town Redevelopment Corporation (the “Redevelopment Corporation”) and the City of Kansas City, Missouri dated February 2, 2000, (the “353 Agreement”) at Closing, Buyer, the Redevelopment Corporation and Seller shall enter into an assignment and assumption agreement (subject to terms and conditions acceptable to Buyer and to the extent required by Section 20 of the 353 Agreement), whereby Buyer agrees to be bound by the terms and provisions of the 353 Agreement solely as it relates to the Property and without any legal obligation under the 353 Agreement or otherwise to provide any parking for the Property. Additionally, Seller shall use commercially reasonable efforts to cause the City of Kansas City to execute and deliver on or prior to the Closing Date an estoppel certificate or such other documentation reasonably acceptable to Buyer containing such information as Buyer may reasonably request, including without limitation that no defaults currently exist under the 353 Agreement, that the 353 Assignment (as hereinafter defined) will obligate Buyer only as to the Property and not any other property subject to the 353 Agreement, that the limitation on earnings imposed on Buyer (because Buyer is not an urban redevelopment corporation or life insurance company operating as an urban redevelopment corporation) under the 353 Agreement and/or any related redevelopment plan is void, and that Buyer shall have no obligation under the 353 Agreement or the related Redevelopment Plan to provide any parking spaces in respect of or otherwise for the Property.

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8.1.9 Seller shall use commercially reasonable efforts to cause the party to the Bridge Declaration to execute and deliver on or prior to the Closing Date an estoppel certificate containing such information as Buyer may reasonably request, including without limitation that no defaults currently exist under the Bridge Declaration.

8.1.10 Within 120 days of Closing, Seller shall use commercially reasonable efforts to cause that certain Amenities and Use Agreement dated April 28, 2000 by and between Seller and Campbell Paint, L.P. to be released of record.

8.2 Buyer. Buyer covenants and agrees with Seller as follows:

8.2.1 All representations and warranties made by Buyer in Section 7.2 hereof shall survive the Closing. Buyer shall use commercially reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties made by Buyer in Section 7.2 hereof to be true and correct on and as of the Closing Date. Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, that may be suffered or incurred by Seller if any representation or warranty made by Buyer in Section 7.2 hereof was untrue or incorrect in any material respect when made or that may be caused by any breach by Buyer of any such representation or warranty.

8.2.2 Subject to Seller’s representations, warranties and covenants set forth in Section 7.1 above, Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or based on any failure by Buyer to perform all obligations of Buyer in accordance with the Leases or the Contracts arising or accruing on or after the Closing Date and during Buyer’s ownership of the Property or any breach, default or violation by Buyer (or any event by Buyer or condition which, after notice or the passage of time, or both, would constitute a breach, default or violation by Buyer) under the Leases or the Contracts that occurs on or after the Closing Date and during Buyer’s ownership of the Property.

8.2.3 Buyer hereby agrees to indemnify and hold Seller harmless from and against any and all claims for brokerage or finder’s fees or other similar commissions or compensation made by any and all other brokers or finders claiming to have dealt with Buyer other than Marcus & Millichap in connection with this Agreement or the consummation of the transaction contemplated hereby. The indemnification obligations of Buyer set forth in this Section 8.2.3 shall survive the Closing or the termination of this Agreement for any reason for a period of twelve (12) months.

8.2.4 Buyer agrees that Buyer will be bound by the Bridge Declaration from and after the Closing Date (for so long as Buyer owns the Property).

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9. ADJUSTMENTS AND PRORATIONS.

9.1 Generally. All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, laundry income, parking income, furniture rental, charges for utilities, including water, sewer, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. The foregoing provisions of this Section 9.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer.

9.2 Rental Income. Rental income from the Property shall be prorated as of the Closing Date. Non-delinquent rents shall be prorated to the Closing Date. Rents delinquent as of the Closing Date, but collected later, shall be prorated as of the Closing Date when collected. Rents collected after the Closing Date from tenants whose rental was delinquent at the Closing Date shall be deemed to apply first to the current rental due at the time of payment and second to rentals which were delinquent at the Closing Date. Rents collected after the Closing Date to which Seller is entitled shall be promptly paid to Seller. For a period of sixty (60) days after the Closing Date, Buyer shall use reasonable efforts to collect all rents which are delinquent as of the Closing Date with no obligation to incur any expenses or commence litigation to collect such rents. Commencing as of sixty one (61) days after the Closing Date, Seller may use reasonable efforts, including litigation, to collect any rents delinquent as of the Closing Date which are still uncollected; provided, however, in exercising its remedies against tenants as outlined in this Section, Seller shall not evict any tenant of the Property or otherwise unreasonably interfere with Buyer’s operation of the Property. With respect to security deposits, if any, made by tenants at the Property, Buyer shall receive credit therefor at Closing. Any leasing commissions with respect to the Leases shall be the sole responsibility of Seller, and shall be paid or discharged fully at or prior to Closing.

9.3 Proration Period. If any of the items subject to proration hereunder cannot be prorated at the Closing because the information necessary to compute such proration is unavailable, or if any errors or omissions in computing prorations at the Closing Date are discovered subsequent to the Closing Date, then such item shall be reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed.

9.4 Rent Ready. Not more than forty-eight (48) hours prior to the Closing Date, a representative of Buyer and a representative of Seller shall conduct an onsite walk-through of the then unoccupied rental units on the Property to determine whether any of such unoccupied rental units are in “rent ready” condition. With respect to any rental unit which is vacated on or before five (5) days prior to Closing, Seller shall, at Seller’s option, either (i) make such unoccupied rental unit into a “rent ready” condition, or (ii) provide Buyer with a credit against the Purchase Price due at Closing, which credit shall be equal to the amount (to be reasonably estimated by Buyer), if any, reasonably required to put said unoccupied rental units in

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“rent-ready” condition, provided, however, that such credit shall not exceed One Thousand Dollars ($1,000.00) per unoccupied rental unit. With respect to any rental unit that is vacated later than five (5) days prior to Closing, Seller shall have no responsibility or liability to put such unoccupied rental unit into a “rent ready” condition, and Seller shall not have to compensate Buyer if such unit is not “rent ready” as of the Closing Date. “Rent ready” condition shall mean the Buyer’s current practice of placing units in “rent ready” condition.

10. CLOSING DOCUMENTS.

10.1 Seller’s Deliveries. Conditioned upon performance by Buyer hereunder, Seller shall execute and deliver to Escrow Holder prior to Closing the following documents:

10.1.1 Deed. A warranty deed with respect to the Real Property, executed by Seller in the form of attached Exhibit “D” (the “Deed”), subject only to the Permitted Exceptions;

10.1.2 Assignment and Assumption of Leases, Contracts and Approvals. An assignment of all of Seller’s right, title and interest in and to the Leases, Contracts and Approvals in the form of attached Exhibit “E” (“General Assignment”);

10.1.3 Bill of Sale. A bill of sale in the form of attached Exhibit “F”, assigning and transferring to Buyer all of the right, title, and interest of Seller in and to the Personal Property;

10.1.4 Non-Foreign Certificates. Certifications that Seller is not a non-resident aliens (a foreign corporation, partnership, trust, or estate as defined in the Internal Revenue Code and Treasury Regulations promulgated thereunder), each in the form of attached Exhibit “G”;

10.1.5 Tenant Notices. Notices to the tenants under all Leases of the occurrence of the sale of the Property in the form of attached Exhibit “H”;

10.1.6 Parking Lease. The Parking Lease in the form of attached Exhibit “I”;

10.1.7 353 Agreement Assignment. If requested by Buyer, an assignment of the tax abatement provisions of the 353 Redevelopment Agreement (the “353 Assignment”);

10.1.8 Estoppels. If obtainable by Seller using commercially reasonable efforts, the estoppel or other agreements described in Section 8.1.8 and Section 8.1.9 above;

10.1.9 Affidavit(s). An affidavit(s) as to construction, debts, liens and parties in possession in the form customarily used by Escrow Holder, certified to Buyer and Escrow Holder, identifying no construction, debts, liens or parties in possession (other than residential tenants disclosed to Buyer) that may affect the Property after the Closing Date; and

10.1.10 Possession. Sole possession of the Property, subject to rights of tenants in possession as tenants only under the Leases.

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10.2 Buyer’s Deliveries. Conditioned upon performance by Seller hereunder, Buyer shall execute and deliver to Escrow Holder prior to Closing the General Assignment, the 353 Assignment, and the Parking Lease.

10.3 Other Closing Documents. Each party shall deliver to the other party or Escrow Holder such duly executed and acknowledged or verified certificates, affidavits, and other usual closing documents respecting the power and authority to perform the obligations hereunder and as to the due authorization thereof by the appropriate corporate, partnership, or other representatives acting for it, as counsel for the other party or Escrow Holder may reasonably request, and such conveyancing or transfer tax forms or returns, if any, as are required to be delivered by Seller or Buyer under applicable state or local law in connection with the conveyance of the Real Property. Each party shall deliver any additional documents that the other party or Escrow Holder may reasonably require for the proper consummation of the transaction contemplated by this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of such party or result in any new or additional obligation, covenant, representation or warranty of such party under this Agreement beyond those expressly set forth in this Agreement).

10.4 Closing Documents. All documents to be delivered to Escrow Holder pursuant to this Section 10 shall hereinafter be referred to as “Closing Documents”.

11. COSTS. Seller shall pay all real estate transfer taxes and documentary stamps, the cost of the Title Commitment and any updates thereto, the cost of a standard ALTA Owner’s Policy of Title Insurance (the “Title Policy”), and the costs of any endorsements to the Title Policy to the extent that such endorsements are necessary to cure any Title Objections. Buyer shall pay the cost of any extended ALTA title insurance coverage, if desired, the cost of any endorsements to the title policy (if requested by Buyer) other than those necessary to cure any Title Objections, and the cost of any updated survey, if desired. Seller and Buyer shall each pay one-half (1/2) of (i) recording fees for the Deed, (ii) Escrow Holder’s escrow fee (excluding charges assessed by Escrow Holder for special services, which shall be paid by the party requesting or using such special services), and (iii) other closing costs. Each party shall pay its own attorney’s fees.

12. CASUALTY OR CONDEMNATION. During the period from the Opening of Escrow through Closing, all risk of loss from fire or other casualty or condemnation shall be borne by Seller. If, before the Closing Date, (i) the improvements on the Real Property are materially damaged by any casualty, as reasonably determined by Buyer, or (ii) proceedings are commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property, as reasonably determined by Buyer, Buyer shall have the right, by giving notice to Seller within sixty (60) days after Seller gives written notice of the casualty or condemnation to Buyer, to terminate this Agreement, in which event this Agreement shall automatically terminate and the Deposit shall be returned to Buyer. If, before the Closing Date, (a) the improvements on the Real Property are damaged by any casualty, but not in a material manner, (b) proceedings are commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or (c) Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, on the Closing Date, one of the following shall occur, as applicable:

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(1) the full repair and restoration cost, as mutually determined by Buyer and Seller, shall be a credit to Buyer against the total Purchase Price for the Property, or (2) the condemnation award (or, if not theretofore received, the right to receive such award) payable on account of the taking shall be transferred to Buyer. Seller shall give notice to Buyer immediately after the occurrence of any damage to the improvements on the Real Property by any casualty or the commencement of any eminent domain proceedings. Buyer shall have a period of sixty (60) days after Seller has given the notice to Buyer required by this Section 12 to make the determination as to whether to terminate this Agreement. If necessary, the Closing Date shall be postponed until Seller has given the notice to Buyer required by this Section 12 and the period of thirty (30) days described in this Section 12 has expired.

13. ATTORNEYS’ FEES. In any action to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to an award of its attorneys’ fees and costs.

14. ASSIGNMENT. Buyer shall have the right, by giving notice to Seller before the Closing Date, to assign this Agreement or to have Seller convey, assign and transfer the Property at the Closing in accordance with this Agreement to any person or entity designated by Buyer in such notice.

15. WAIVER. No waiver of any breach of any agreement or provision contained herein shall be deemed a waiver of any preceding or succeeding breach of any other agreement or provision herein contained. No extension of time for the performance of any obligation or act shall be deemed an extension of time for the performance of any other obligation or act.

16. GOVERNING LAW. This Agreement shall be construed under the laws of the State of Missouri (without regard to the principles thereof governing conflicts of laws).

17. NOTICES. All notices required or permitted to be given hereunder shall be in writing and sent by overnight delivery service (such as Federal Express), in which case notice shall be deemed given on the day after the date sent, or by personal delivery, in which case notice shall be deemed given on the date received, or by certified mail, in which case notice shall be deemed given three (3) days after the date sent, or by fax (with copy by overnight delivery service), in which case notice shall be deemed given on the date sent, to the appropriate address set forth below or at such other place or places as either Buyer or Seller may, from time to time, respectively, designate in a written notice given to the other in the manner described above.

To Seller:	EBT Limited Partnership 410 West 8th Street Kansas City, Missouri 64105
With Copy To:	Sandra S. Watts, Esq. White Goss Bowers March Schulte & Weisenfels, a Professional Corporation 4510 Belleview, Suite 300 Kansas City, Missouri 64111 Fax No.: (816) 753-9201 Telephone: (816) 502-4730

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To Buyer:	Steadfast Asset Holdings, Inc. 18100 Von Karman, Suite 500 Irvine, California 92612 Attn: Ana Marie del Rio, Esq. Fax No.: (949) 852-0143 Telephone No.: (949) 852-0700
With Copy To:	Katten Muchin Rosenman LLP 2900 K Street NW, North tower – Suite 200 Washington, DC 20007-5118 Attn: Virginia A. Davis Fax No.: (202) 339-8244 Telephone No.: (202) 625-3602

18. ENTIRE AGREEMENT. This instrument, executed in duplicate, sets forth the entire agreement between the parties and may not be canceled, modified, or amended except by a written instrument executed by both Seller and Buyer.

19. COUNTERPARTS; COPIES. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. Electronic, photocopy and facsimile copies of signatures may be used in place and stead of original signatures with the same force and effect as originals.

20. AUTHORITY. The individual(s) executing this Agreement on behalf of each party hereto hereby represent and warrant that he/she has the capacity, with full power and authority, to bind such party to the terms and provisions of this Agreement.

21. RECORD ACCESS AND RETENTION. Seller shall provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer reasonable access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, or its property manager or accountants, to enable Buyer’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one (1) prior calendar year (provided, however, such audit shall not include an audit of management fees or interest expenses attributable to the Seller). Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditor, historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably

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request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 shall be an on-going condition to Buyer’s obligation to close Escrow. Seller shall maintain its records for use under this Section 21.1 for a period of not less than one (1) year after the Closing Date. The provisions of this Section shall survive Closing.

If Seller fails to make available to Buyer records or other information as required pursuant to Section 21.1 above within two (2) business days after Buyer’s request for the same, the Due Diligence Period shall be extended one (1) day for each day such records or other information is not made available to Buyer. If the Due Diligence Period is extended by virtue of the foregoing such that the Closing Date will occur less than ten (10) days after the expiration of the extended Due Diligence Period, the Closing Date shall be automatically extended to the date that is ten (10) days after the expiration of such extended Due Diligence Period. As provided above, Seller’s obligations under this Section 21 shall be ongoing through and after the Closing Date and shall constitute a condition to Closing for Buyer’s benefit until Close of Escrow.

22. CONTRACT CONSIDERATION. The parties have bargained for and expressly agree that the rights and obligations of each party contained in this Agreement, including, without limitation, Buyer’s obligation to deliver the Initial Deposit to Escrow Holder, constitute sufficient consideration for the other party’s execution, delivery and obligations under this Agreement, including without limitation, Buyer’s exclusive right to inspect and purchase the Property pursuant to this Agreement and all contingencies and conditions of Closing for the benefit of Buyer set forth in this Agreement.

23. JURY TRIAL WAIVER. EACH OF THE PARTIES HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH SELLER AND/OR BUYER MAY BE PARTIES ARISING OUT OF, IN CONNECTION WITH, OR IN ANY WAY PERTAINING TO, THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE PARTIES AND EACH HEREBY REPRESENTS AND WARRANTS TO THE OTHER THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. EACH PARTY FURTHER REPRESENTS AND WARRANTS TO THE OTHER THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OF ITS OWN FREE WILL, AND HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. THE PROVISIONS OF THIS SECTION SHALL SURVIVE CLOSING OR THE TERMINATION OF THIS AGREEMENT.

24. COUNSEL. EACH PARTY HERETO WARRANTS AND REPRESENTS THAT EACH PARTY HAS BEEN AFFORDED THE OPPORTUNITY TO BE REPRESENTED BY COUNSEL OF ITS CHOICE IN CONNECTION WITH THE EXECUTION OF THIS AGREEMENT AND HAS HAD AMPLE OPPORTUNITY TO READ, REVIEW, AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENT.

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25. EQUAL PARTICIPATION. SELLER AND BUYER HAVE PARTICIPATED EQUALLY IN THE PREPARATION OF THIS AGREEMENT, AND, THEREFORE, THIS AGREEMENT AND EACH PROVISION THEREOF SHALL NOT BE CONSTRUED IN FAVOR OF OR AGAINST ANY PARTY TO THIS AGREEMENT BY REASON OF ONE PARTY’S BEING DEEMED TO PREPARED THIS AGREEMENT OR IMPOSED SUCH PROVISION.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed the day and year first above written.

SELLER:
EBT LIMITED PARTNERSHIP, a Missouri limited partnership
By:	Master Realty Properties, Inc. a Delaware corporation Its General Partner
	By:	/s/ John J. Bennett
		John J. Bennett, President
BUYER: STEADFAST ASSET HOLDINGS, INC., a California corporation
By:	/s/ Ana Marie del Rio
Name:	Ana Marie del Rio
Its:	Vice President

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THE UNDERSIGNED HEREBY ACCEPTS THE FOREGOING PURCHASE AND SALE AGREEMENT AS OF OCTOBER 26 2011, AND AGREES TO ACT AS ESCROW HOLDER IN ACCORDANCE THEREWITH. ESCROW TO BE GOVERNED UNDER CALIFORNIA LAW. SUBJECT TO CHICAGO TITLE COMPANY’S ESCROW INSTRUCTIONS.

CHICAGO TITLE COMPANY
By:	/s/ Lorri Beasley
	Escrow Officer – Lorri Beasley
Escrow No. 118200278-M19

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EXHIBIT “A”

Description of Property

LOTS H, I, J AND K, BLOCK 23, MCGEE’S ADDITION, a subdivision in Kansas City, Jackson County, Missouri, according to the recorded plat thereof.

EXHIBIT “A-2”

Page 1 of 1

EXHIBIT “B”

Personal Property Description

Lobby–

Park bench

Four maroon leather chairs with table

Leasing office–

Leasing agent desk and chair-2 chairs in front of desk

Private office desk and chair-2 chairs in front of desk

Customer lounge table and two chairs/sofa table along wall

Clubroom–

Two Couches

4 round tables

16 chairs

2 high top tables

8 barstools

1 projection screen television

1 standard television

1 refrigerator

1 microwave

1 pool table and pool table accessories

Fitness Center–

Fitness equipment-

2 treadmills-Precor #C954

2 stair climbers-Precor #EFX 546

2 bikes-Precor #C846

CYBEX- 1 Arm curl, 1-Fly, 1-Prone leg curl, 1-Leg extension, 1-Lat pull down, 1-chest press

Free weights-10, 15, 20, 25, 35

1 standard television

2 Jacuzzi hot tubs-Large hot tub has bench in room, small hot tub has chair

EXHIBIT “B”

Page 1 of 1

EXHIBIT “C”

Due Diligence Documents

	CONSTRUCTION / REHABILITATION
1	Plans & Specifications
2	a. Most current civil, landscape, architectural, structural mechanical, electrical & fire protection plans
3	Construction contracts
4	Current capital improvements and schedule over past 3 years & Capital Budget for next 3 years
5	Warranties in effect (construction, roof, mechanical equipment, etc.)
6	Copies of all Licenses and Permits, including Business License (with expiration date & annual costs)
7	Certificate(s) of Occupancy
8	Tenant work in progress
9	Copies of all Governmental correspondence or notices pertaining to the property including but not limited to Building Code, Health Code, Zoning and Fire Code
10	Maintenance Records/work orders (for past 12 months)
	Other
	FINANCIAL
1	Monthly Operating Statements (YTD and 3-year historical)
2	Current Year Operating Budget
3	Agreements, bonds affecting property (if any)
4	City or County Development Agreements (if any)
5	Year-End Financial Statements, Audited if available (past 3 years)
6	Loan Documents (executed Notes, Deeds of Trust, etc.) – For loan assumptions only
7	Property Tax Bills (current and for past 3 years, including special assessments or districts and appeals) & Assessment
8	Tax Returns (past 3 years) – For company purchases only
9	Type of Accounting Software:
10	General Ledger – YTD and 3-year historical
11	Utility Bills (current & past 12 months)
12	Other
	MANAGEMENT/LEASING/OPERATIONS
1	Current Monthly Rent Rolls (showing, square footage, monthly rent, deposits, financial concessions, other concessions, lease term, extension options, defaults (financial or otherwise), and such other information as Buyer may require)
2	Security Deposit/Resident Ledgers
3	Market Rent Survey (if available, comparison of subject w/other properties)
4	Occupancy History (past 3 years)
5	Leases for all tenants and all available tenant correspondence files (including amendments/letters/agreements)
6	Form of Lease (with all addendums)
7	Schedule of leases under negotiation or leases out for signature
8	Aged Delinquency Report (showing total rent outstanding) and status of all files placed for eviction or collection
9	Tenant contact sheet (name, address, phone number)
10	Copies of all operating & management service contracts, including but not limited to:
11	a. Laundry
12	b. Landscaping

EXHIBIT “C”

Page 1 of 3

13	c. HVAC
14	d. Janitorial Services
15	e. Security
16	f. Equipment Leases (such as copier, etc.)
17	g. Trash
18	h. Pest Control
19	i. Pool
20	j. Cable/TV (if none, please indicate in writing)
21	k. Advertising
22	l. Fire Extinguisher
23	m. Apartment Furniture Rental
24	n. Alarm Monitoring
25	o. Elevator
26	p. Phone
27	q. Property Management Agreement; indicate whether entity is related party for disclosure purposes
28	r. Other:
29	Inventory of Personal Property and Supplies Inventory (on site)
30	Current Staff Information (employees, titles, hire dates, salary, unit information)
31	List of which utilities are paid by Resident & Owner
32	List of account numbers for any utility accounts
33	Schedule of meters and required deposits (gas, electric, telephone, water)
34	Current list of all vendors utilized at the property
35	Property Brochure
36	Certificates of insurance and copies of all insurance policies, including cost (last 3-yrs); insurance loss runs
37	Pending Litigation Information (if applicable)
38	O&M Manuals
39	Other
	PHYSICAL ITEMS
1	Site Plan & Elevations
2	Unit Floor Plans (w/sq. footage)
3	Property Information (including number of pools, spas, dumpsters (with size), year built)
4	Property Photos (including aerial photos if available)
5	Model Units, if any (apt. #, bedrooms, rent loss)
6	Building (# of bldgs., storage units, laundry rooms)
7	Parking (carport, garages, or open spaces & number of each type)
8	Zoning Maps & Description (also any ordinances, amendments, CC&R’s, special use permits, etc.)
9	Certificates of Occupancy & Building Permits (include placed in service date per bldg. if applicable)
10	Flood Map & Designation
11	List of fire safety equipment, such as smoke sensors, suppression devices, etc. (including system type, rating, map of locations, etc.)
12	Other
	THIRD PARTY REPORTS
1	All existing reports, including, (but not limited to):
2	a. Soils or Geotechnical Report
3	b. Phase I Environmental Report
4	c. Property Condition Report
5	d. Lead-Based Paint Report

EXHIBIT “C”

Page 2 of 3

6	e. Mold Report
7	f. List of fire suppressions devices (system type, rating, location, etc.)
8	g. Asbestos Report
9	h. O & M Plan (if any)
10	i. Engineering study or inspection
11	j. Termite
12	k. Radon
13	l. Appraisal (if dated w/n 24 months)
14	m. Certified As-Built ALTA Survey
15	Other
	TITLE AND OTHER
1	Title Insurance Commitment and all recorded documents referenced therein
2	Any zoning report or compliance letter
	CAPITAL SOURCE – SPECIFIC INFORMATION: REIT
1	Property Services Questionnaire
2	Bank Reconciliations: YTD and Year-End for past 2 years
3	Trial Balance: Year-End for past 2 years and for the years then ended
4	Trial Balance as of 3/31/10 and for the 3-month period then ended
5	Cash Disbursement Journals: Monthly for current and previous years (cutoff selections for expense testing)
6	Invoices and/or related support for Cash Disbursement Journals selected by E&Y (to perform Cutoff Testing)
7	Signed Letter of Representation from Seller
8	Copy of 25 leases (as selected by E&Y) from the rent rolls provided
9	Copy of check/evidence of payment of property tax bills for all property tax expenses recorded in previous year
10	APN Number for the parcel(s) being purchased (to verify the completeness of the expense in #8 directly above)
11	Copy of invoices or service contract and evidence of payment (check copy or other) for 25 expenses selected by E&Y (utilities, cleaning, repairs and maintenance and G&A expense, etc.)
12	GL detail for the real estate balance sheet account for previous year and quarters of previous year. Provide invoices for a sample of capitalized costs (selections by TBD) in order to verify the completeness of repairs/maintenance expense.
13	Other

EXHIBIT “C”

Page 3 of 3

EXHIBIT “D”

Form of Deed

[Above Space Reserved for Recorder of Deeds]

Document Title:	General Warranty Deed
Date of Document:	____________ _____, 2011
Grantor Name:	EBT Limited Partnership, a Missouri limited partnership
Grantee Name:	SIR EBT Lofts, LLC, a Delaware limited liability company
Statutory Address:	18100 Von Karman, Suite 500, Irvine, California 92612
Legal Description:	See Exhibit A
Reference Book and Page:	N/A

GENERAL WARRANTY DEED

WITNESSETH, that EBT Limited Partnership, a Missouri limited partnership (“Grantor”), whose mailing address is 410 W. 8^th Street, Kansas City, Missouri 64105, for and in consideration of Ten Dollars ($10.00) and other consideration has granted, sold and conveyed and by these presents does grant, bargain, sell and convey to SIR EBT Lofts, LLC, a Delaware limited liability company (“Grantee”), whose mailing address is 18100 Von Karman, Suite 500, Irvine, California 92612, certain real estate located in Jackson County, in the State of Missouri as set forth in Exhibit A attached hereto and made a part hereof (hereinafter called the “Real Estate”).

To have and to hold the Real Estate, together with all and singular rights and appurtenances belonging or at all times appertaining to the property, to Grantee and Grantee’s successors and assigns forever.

Grantor, for itself and its successors and assigns, covenants with Grantee, and its successors and assigns, that the Real Estate is free from all encumbrances made or suffered, and that it will, and that its successors and assigns shall, warrant and defend the same to the said Grantee and its successors and assigns against the claims and demands of all persons lawfully claiming or to claim the same, or any part thereof subject to (i) real property taxes and assessments for [2011/2012] and subsequent years not yet due and payable; (ii) all applicable zoning laws; (iii) all easements, covenants and restrictions of record; and (iv) all matters which would be reflected by an accurate survey of the Real Estate.

EXHIBIT “D”

Page 1 of 3

IN WITNESS WHEREOF, Grantor has caused this General Warranty Deed to be executed this ____ day of ___________________, 2011.

GRANTOR:
EBT LIMITED PARTNERSHIP, a Missouri limited partnership
By:	Master Realty Properties, Inc. a Delaware corporation Its General Partner
	By:
		John J. Bennett, President

STATE OF ____________________)

                                                             ) ss.

COUNTY OF __________________)

On this ____ day of _______________, 2011, before me, the undersigned, a Notary Public, in and for the State aforesaid, came John J. Bennett, who, being by me duly sworn did say that he is the President of Master Realty Properties, Inc., General Partner of EBT Limited Partnership, a Missouri limited partnership, and who executed in such capacity the within instrument on behalf of said limited partnership, and who duly acknowledged to me that he executed the same for the purposes therein stated and to be the free act and deed of said limited partnership.

Subscribed and sworn to me the day and year above written.

Notary Public: ______________________________

Type, Print or Stamp Name:  ______________________________

EXHIBIT “D”

Page 2 of 3

EXHIBIT A

TO GENERAL WARRANTY DEED

Legal Description

LOTS H, I, J AND K, BLOCK 23, MCGEE’S ADDITION, a subdivision in Kansas City, Jackson County, Missouri, according to the recorded plat thereof.

EXHIBIT “D”

Page 3 of 3

EXHIBIT “E”

Form of Assignment of Leases

ASSIGNMENT AND ASSUMPTION

OF LEASES, CONTRACTS AND APPROVALS

THIS ASSIGNMENT AND ASSUMPTION OF LEASES, CONTRACTS AND APPROVALS (this “Assignment”) is made as of the _____ day of __________________, 2011, by and between EBT LIMITED PARTNERSHIP, a Missouri limited partnership (“Assignor”), and SIR EBT Lofts, LLC, a Delaware limited liability company (“Assignee”).

W I T N E S S E T H:

For good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignor hereby sells, transfers, assigns and conveys to Assignee the following:

(a) All right, title and interest of Assignor in and to those certain leases described on Exhibit A attached hereto and made a part hereof (collectively, the “Leases”), relating to the leasing of space in or on that certain land and improvements located in the County of Jackson, State of Missouri, more particularly described in Exhibit B attached hereto, and all of the rights, interests, benefits and privileges of the lessor thereunder, and all prepaid rents and security or other deposits held by Assignor under the Leases and not credited to Assignee under the Purchase Agreement (defined below) or credited or returned to tenants; but subject to all terms, conditions, reservations and limitations set forth in the Leases.

(b) To the extent assignable and without costs to Seller, all right, title and interest of Assignor in and to those certain contracts set forth on Exhibit C attached hereto and made a part hereof, and all warranties, guaranties, indemnities and claims (including, without limitation, for workmanship, materials and performance) and which exist or may hereafter exist against any contractor, subcontractor, manufacturer or supplier or laborer or other services relating thereto (collectively, the “Contracts”).

(c) To the extent assignable, all right, title and interest of Assignor in and to those certain approvals, plans, studies and surveys set forth on Exhibit D attached hereto and made a part hereof (collectively, the “Approvals”).

2. This Assignment is given pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions (as amended, the “Purchase Agreement”) dated as of October 2011, between Assignor and STEADFAST ASSET HOLDINGS, INC., a California corporation, providing for, among other things, the conveyance of the Leases, the Contracts and the Approvals.

EXHIBIT “E”

Page 1 of 7

3. Assignee hereby accepts the assignment of the Leases, the Contracts and the Approvals and agrees to assume and discharge, in accordance with the terms thereof, (a) all of the obligations thereunder arising from and after the date hereof.

4. Assignor agrees to indemnify, defend and hold harmless Assignee from and against any and all claims, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) asserted against or suffered or incurred by Assignee as a result of or in connection with any liabilities or obligations under the Leases, the Contracts or the Approvals relating to periods prior to the date hereof. The indemnification obligation of Assignor set forth herein shall automatically expire twelve (12) months after the date hereof.

5. In any action to enforce the provisions of this Assignment, the prevailing party shall be entitled to an award of its attorneys’ fees and costs. This Assignment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Assignment. The terms, covenants and conditions hereof shall inure to the benefit of and be binding upon the respective parties hereto, their heirs, executors, administrators, successors and assigns. Any alteration, change or modification of or to this Assignment, in order to become effective, must be made in writing and in each instance signed on behalf of each party to be charged. No provision of this Assignment that is held to be inoperative, unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of this Agreement shall be severable. This Assignment shall be governed by the laws of the State of Missouri.

IN WITNESS WHEREOF, the parties have executed this Assignment as of the date first above written.

ASSIGNOR:
EBT LIMITED PARTNERSHIP, a Missouri limited partnership
By:	Master Realty Properties, Inc. a Delaware corporation Its General Partner
	By:
		John J. Bennett, President

EXHIBIT “E”

Page 2 of 7

ASSIGNEE:

SIR EBT Lofts, LLC, a Delaware limited liability company

By:

Name:

Title:

Exhibit A	Leases
Exhibit B	Description of the Property
Exhibit C	Contracts
Exhibit D	Approvals

EXHIBIT “E”

Page 3 of 7

Exhibit A

Leases

EXHIBIT “E”

Page 4 of 7

Exhibit B

Description of Property

LOTS H, I, J AND K, BLOCK 23, MCGEE’S ADDITION, a subdivision in Kansas City, Jackson County, Missouri, according to the recorded plat thereof.

EXHIBIT “E”

Page 5 of 7

Exhibit C

Contracts

1. Jetz Laundry

2. North Kansas City Bureau of Investigation Courtesy Patrol – 12/1/20

3. Deffenbaugh Disposal Service – 8/11/2004

4. Presto X Pest Control Service – 1/4/2005

5. Time Warner Cable and Phone Service – 3/14/2000

6. Energize Electronics Alarm Monitoring Service – 10/5/11

7. Kone Elevator Service – 3/1/2002

8. Embassy Properties Management Agreement – 5/25/2000

EXHIBIT “E”

Page 6 of 7

Exhibit D

Approvals

1. Jetz Laundry

2. North Kansas City Bureau of Investigation Courtesy Patrol – 12/1/20

3. Deffenbaugh Disposal Service – 8/11/2004

4. Presto X Pest Control Service – 1/4/2005

5. Time Warner Cable and Phone Service – 3/14/2000

6. Energize Electronics Alarm Monitoring Service – 10/5/11

7. Kone Elevator Service – 3/1/2002

8. Embassy Properties Management Agreement – 5/25/2000

EXHIBIT “E”

Page 7 of 7

EXHIBIT “F”

Form of Bill of Sale

BILL OF SALE

Know all men by these presents, that EBT LIMITED PARTNERSHIP, a Missouri limited partnership (“Grantor”), for and in consideration of the sum of ten dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does bargain, sell, grant, transfer, assign, and convey to SIR EBT Lofts, LLC, a Delaware limited liability company (“Grantee”) all of its right, title, and interest, if any, in and to any and all tangible personal property owned by Grantor and now at, in or upon or used in connection with the property commonly known as EBT Lofts, located at 1601 Walnut, Kansas City, Missouri 64105 (“Property”), and more particularly described on Exhibit A attached hereto.

Grantor is selling and Grantee is purchasing the Property “AS IS WHERE IS” with all faults except as provided in that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of October __, 2011 between Grantor and STEADFAST ASSET HOLDINGS, INC., a California corporation.

IN WITNESS WHEREOF, Grantor has executed this Bill of Sale as of the ____ day of __________________, 20__.

EBT LIMITED PARTNERSHIP, a Missouri limited partnership
By:	Master Realty Properties, Inc.
	a Delaware corporation Its General Partner
	By:
		John J. Bennett, President

EXHIBITS:

A – Legal Description

EXHIBIT “F”

Page 1 of 2

Exhibit A

Legal Description

LOTS H, I, J AND K, BLOCK 23, MCGEE’S ADDITION, a subdivision in Kansas City, Jackson County, Missouri, according to the recorded plat thereof.

EXHIBIT “F”

Page 2 of 2

EXHIBIT “G”

Form of Non-Foreign Certificate

CERTIFICATE OF NON-FOREIGN STATUS

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform SIR EBT Lofts, LLC, a Delaware limited liability company (“Transferee”), that withholding of tax is not required upon the disposition of a U.S. real property interest by EBT LIMITED PARTNERSHIP, a Missouri limited partnership (“Transferor”), the undersigned hereby certifies to Transferee the following on behalf of Transferor:

1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

2. Transferor’s U.S. employer identification number is _____________; and

3. Transferor’s office address is _________________________________________.

Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury, the undersigned declares that the undersigned has examined this certification and to the best of the undersigned’s knowledge and belief it is true, correct and complete, and the undersigned further declares that the undersigned has authority to sign this document on behalf of Transferor.

Dated as of ____________________, 2011.

EBT LIMITED PARTNERSHIP, a Missouri limited partnership
By:	Master Realty Properties, Inc.
	a Delaware corporation Its General Partner
	By:
		John J. Bennett, President

EXHIBIT “G”

Page 1 of 1

EXHIBIT “H”

Form of Tenant Notice

____________________, 20__

To: _____________________________

_____________________________

_____________________________

_____________________________

Re: Notice of Lease Assignment and Transfer of Security Deposit

This letter is to notify you that the property commonly known as EBT Lofts, 1601 Walnut, Kansas City, Missouri 64105 (“Property”) has this date been sold and the ownership transferred.

In connection with this sale, all of the interest of the lessor under your lease of space in the Property, together with your security deposit in the amount of $                , have been transferred to the new owner. You are hereby notified that, from and after the date hereof and until further notice, all future payments under your lease should be made payable to “_____________” and mailed to __________________________. In addition, all questions or other matters regarding your lease should be directed to the ___________________ at (            ) ____________________.

Thank you for your cooperation.

Very truly yours, EBT LIMITED PARTNERSHIP, a Missouri limited partnership
By:	Master Realty Properties, Inc.
	a Delaware corporation
	Its General Partner
	By:
		John J. Bennett, President

EXHIBIT “H”

Page 1 of 1

EXHIBIT “I”

Parking Lease

[to be attached]

EXHIBIT “I”

Page 1 of 1

SCHEDULE 1

LEASES

SCHEDULE 1

SCHEDULE 2

CONTRACTS

1. Jetz Laundry

2. North Kansas City Bureau of Investigation Courtesy Patrol – 12/1/20

3. Deffenbaugh Disposal Service – 8/11/2004

4. Presto X Pest Control Service – 1/4/2005

5. Time Warner Cable and Phone Service – 3/14/2000

6. Energize Electronics Alarm Monitoring Service – 10/5/11

7. Kone Elevator Service – 3/1/2002

8. Embassy Properties Management Agreement – 5/25/2000

SCHEDULE 2

SCHEDULE 3

APPROVALS

Plans and Specifications dated August 13, 1999

Project Manual prepared by Duncan Architects dated August 13, 1999

Roof Warranty dated March, 2010

Business License issued by the City of Kansas City, Missouri

Pool Operating Permit issued by the City of Kansas City, Missouri

Certificate of Occupancy dated December 26, 2000

Operations and Maintenance Manuals

ALTA Survey dated July 12, 1999

Phase I Environmental Report dated March 23, 1999

SCHEDULE 3

EX-10.3

EXHIBIT 10.3

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT

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 PRAIRIE WALK, LLC, a Delaware limited liability company (“Assignee”), all of Assignor’s rights and obligations under and in regard to that certain Agreement of Purchase and Sale dated November 30, 2011 (as may be amended, the “Purchase Agreement”), between Prairie Walk, LLC (“Seller”) and Assignor for the purchase and sale of that certain real property located in Kansas City, Missouri, as more particularly described in Exhibit A attached hereto (the “Property”).

Assignee hereby agrees to and shall assume, perform and be fully responsible for the performance of all of the obligations of Assignor under the Purchase Agreement.

All of the provisions, covenants and agreements contained in the Assignment shall extend to and be binding upon the respective legal representatives, successors and assigns of Assignor and Assignee. This Assignment represents the entire agreement between Assignor and Assignee with respect to the subject matter of the Assignment , and all prior or contemporaneous agreements regarding such matters are hereby rendered null and void and of no force and effect.

(SIGNATURES APPEARS ON FOLLOWING PAGE)

WITNESS THE EXECUTION HEREOF, as of this December 19, 2011.

ASSIGNOR:
STEADFAST ASSET HOLDINGS, INC., a California corporation
By:	/s/ Ana Marie del Rio
Name:	Ana Marie del Rio
Title:	Secretary
ASSIGNEE:
SIR PRAIRIE WALK, LLC an Delaware limited liability company
By:	Steadfast Income Advisor, LLC, a Delaware limited liability company, its Manager
	By:	/s/ Rodney F. Emery
	Name:	Rodney F. Emery
	Title:	CEO and President

Exhibit A

LEGAL DESCRIPTION

Real property in the City of Kansas City, County of Jackson, State of Missouri, described as follows:

LOTS 1, 2 AND 3, HILLSIDE PARK, A SUBDIVISION IN KANSAS CITY, JACKSON COUNTY, MISSOURI, AS CLARIFIED BY SURVEYOR’S AFFIDAVIT RECORDED FEBRUARY 14, 1983, AS DOCUMENT NO. K-549890 IN BOOK K-1193 AT PAGE 1971.

EX-10.4

EXHIBIT 10.4

AGREEMENT OF PURCHASE AND SALE

Prairie Walk

By and Between

Prairie Walk, LLC,

a Delaware limited liability company,

Seller

and

Steadfast Asset Holdings, Inc.,

a California corporation,

Purchaser

DATED: November 30, 2011

TABLE OF CONTENTS

Description		Page
1.      Definitions			1
2.      Sale; Purchase Price			2
3.      Conditions Precedent			3
3.1	Seller’s Deliveries		3
3.2	Due Diligence		5
3.3	Title and Survey		7
4.      Closing; Conditions; Deliveries			9
4.1	Time, Place and Manner of Closing		9
4.2	Condition to Parties’ Obligation to Close		9
4.3	Deliveries		9
4.4	Permitted Termination		11
5.      Prorations			12
6.      Seller’s Representations, Warranties and Covenants			14
6.1	Power		14
6.2	Requisite Action		14
6.3	Authority		14
6.4	Validity		14
6.5	Conflicts		14
6.6	Title		15
6.7	Leases		15
6.8	Service Contracts		15
6.9	Personal Property		15
6.10	Diligence		16
6.11	Notices		16
6.12	Litigation		16
6.13	Taxes		16
6.14	Anti-Terrorism		16
6.15	ERISA		16
6.16	Environmental		17
6.17	Insolvency		17
7.      Purchase As-Is			18
8.      Purchaser’s Representations, Warranties and Covenants			19
8.1	Power		19
8.2	Requisite Action		19
8.3	Authority		19
8.4	Validity		19

-i-

8.5	Conflicts	20
8.6	Litigation	20
8.7	Indemnity	20
9.      Closing Costs		20
10.     Commissions		20
11.     New York Style Closing		21
12.     Attorneys’ Fees and Costs		21
13.     Notice		21
14.     Fire or Other Casualty; Condemnation		22
15.     Operations After Date of This Agreement		23
16.     Assignment		25
17.     Remedies		25
18.     Miscellaneous		27
18.1	Entire Agreement	27
18.2	Time	27
18.3	Counterpart Execution	27
18.4	Governing Law	27
18.5	Publicity	28
18.6	Recordation	28
18.7	Benefit	28
18.8	Section Headings	28
18.9	Further Assurances	28
18.10	Severability	28
18.11	Waiver of Trial by Jury	28
18.12	Independent Counsel	29
18.13	Governmental Approvals	29
18.14	No Waiver	29
18.15	Discharge and Survival	29
19.    Exculpation of Seller and Related Parties		29
20.    Record Retention; Audit		31

-ii-

LIST OF EXHIBITS AND SCHEDULES

Exhibit A	-	Legal Description
Exhibit B	-	Form of Earnest Money Escrow Agreement
Exhibit C	-	Form of Deed
Exhibit D	-	Form of Bill of Sale
Exhibit E	-	Form of Assignment and Assumption of Leases
Exhibit F	-	Form of Assignment and Assumption of Contracts, Licenses and Permits
Exhibit G	-	Form of Non-Foreign Affidavit
Exhibit H	-	Form of Tenant Notification Letter
Exhibit I	-	Form of Vendor Notification Letter
Schedule 1	-	List of Leases
Schedule 2	-	List of Service Contracts
Schedule 3	-	List of Litigation
Schedule 4	-	List of Personal Property

-iii-

AGREEMENT OF PURCHASE AND SALE

(Prairie Walk, Kansas City, Missouri)

THIS AGREEMENT OF PURCHASE AND SALE (“this Agreement”) is made and entered into this 30th day of November, 2011 (the “Effective Date”) by and between PRAIRIE WALK, LLC, a Delaware limited liability company (“Seller”), having an address at c/o The Borne Company, LLC, 832 West Superior Street, Suite 301, Chicago, Illinois 60642, Attention: Keegan J. Bonebrake, facsimile number (312) 226-9120, and STEADFAST ASSET HOLDINGS, INC., a California corporation (“Purchaser”), having an address at 18100 Von Karman, Suite 500, Irvine, California 92612, Attn: Ana Marie del Rio, Esq.; facsimile number (949) 852-0143.

RECITALS:

Seller is the fee owner of a parcel of real estate in Kansas City, Missouri, legally described on Exhibit A attached hereto and all buildings, structures, improvements and fixtures affixed or attached to such land thereon (the “Real Property”, which together with any and all appurtenances thereto and tangible and intangible property related thereto, including equipment and machinery, which is owned by Seller are herein collectively referred to as the “Property”), commonly known as “Prairie Walk Apartments”.

Subject to and on the terms and provisions of and for the considerations set forth in this Agreement, Seller has agreed to sell, and Purchaser has agreed to buy, the Property.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms have the following meanings:

Closing. Shall have the meaning set forth in Section 4.1 hereof.

Closing Date. The date that is thirty (30) days after the expiration of the Due Diligence Period, subject to postponement by Seller or Purchaser as provided in Section 3.3 or Purchaser as provided in Section 4.1.

Due Diligence Period. The period commencing on the date hereof and ending at 5:00 p.m. (C.S.T.) on the December 16, 2011.

Escrow Agent. First American Title Insurance Company, 30 North LaSalle Street, Suite 2700, Chicago, Illinois 60602, Attn: Reginald Cunningham (Phone # (312) 917-7260; Fax # (630) 799-8724; E-mail Address: recunningham@firstam.com).

Title Company. First American Title Insurance Company.

Title Period. The period commencing on the Effective Date and ending at 5:00 p.m. (C.S.T.) on the date that is ten (10) days prior to the expiration of the Due Diligence Period.

2. Sale; Purchase Price.

2.1 Subject to the terms and provisions hereof, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller the Property.

2.2 The total purchase price (hereinafter called the “Purchase Price”) to be paid by Purchaser to Seller for the Property shall be Six Million One Hundred Thousand and 00/100 Dollars ($6,100,000.00). The Purchase Price shall be payable in the following manner:

(a) Earnest Money. Purchaser shall, within two (2) business days after the Effective Date, deposit with the Escrow Agent, as escrow agent, the amount of One Hundred Twenty-Five Thousand and 00/100 Dollars ($125,000.00) (hereinafter called the “Earnest Money”) which Earnest Money shall be in the form of a wire transfer of immediately available United States of America funds. Except as otherwise herein specifically provided, the Earnest Money shall become nonrefundable at the end of the Due Diligence Period unless this Agreement is terminated prior to the expiration of the Due Diligence Period. The Earnest Money shall be held and disbursed by the Title Company pursuant to the Earnest Money Escrow Agreement in the form of Exhibit B attached hereto which the parties have executed simultaneously with this Agreement (the “Earnest Money Escrow Agreement”). The Earnest Money shall be invested in a segregated federally issued or insured interest bearing instrument (which shall have no penalty for early withdrawal and shall not be commingled with any funds of the Title Company or any other person or entity) with any interest accruing thereon being deemed part of the Earnest Money and shall be paid to the party to whom the Earnest Money is paid pursuant to the provisions hereof. If the sale hereunder is consummated in accordance with the terms hereof, the Earnest Money and any interest thereon shall be applied to the Purchase Price to be paid by Purchaser at the Closing. If Purchaser elects to terminate this Agreement prior to the Expiration of the Due Diligence Period pursuant to Section 3.2(b), the Earnest Money shall be returned to Purchaser by Escrow Agent within two business days of Escrow Agent’s and Seller’s receipt of Purchaser’s notice to terminate this Agreement pursuant to Section 3.2(b) without necessity of any consent of or notice by Seller to Escrow Agent pursuant to the Earnest Money Escrow Agreement. In the event of a default hereunder by Purchaser or Seller, a failure of a condition to closing, casualty or condemnation, or as otherwise provided herein, the Earnest Money, together with any interest thereon, shall be applied as provided herein.

2

(b) Cash Balance. Purchaser shall pay the balance of the Purchase Price, subject to the prorations described in Section 5 below, in cash (the “Cash Balance”) by wire transfer of immediately available United States of America funds to the Title Company for payment to Seller, in accordance with the terms and conditions of this Agreement, no later than 12:30 p.m. (C.S.T.) on the Closing Date.

3. Conditions Precedent.

3.1 Seller’s Deliveries. If not already provided to Purchaser prior to the Effective Date, Seller shall deliver within three (3) business days of the Effective Date or, solely with respect to the items set forth below that are difficult or costly to copy (due to size or volume), make available to Purchaser at the Property complete copies or original documents of the following items pertaining to the Property to the extent the same are available and in Seller’s (or any affiliate of Seller’s) control or possession:

(a) all leases, occupancy agreements, and amendments thereto referenced in Section 6.6 (the “Leases”), all files relating thereto including without limitation any other agreement incident or related thereto that affects the obligations of Seller and the affected tenant with respect to any such Lease, and each tenant contact sheet (with phone numbers), a schedule of all leases under negotiation or circulated for signature, Seller’s standard form of lease (including all addendums) and a current security deposit/resident ledger;

(b) 2010 and 2011 monthly rent rolls, and the current rent roll as set forth in Schedule 1 along with a secondary report listing the move in dates and the expiration dates of the Leases;

(c) each written and assignable service contract, license, permit, warranty (if assignable), equipment lease, construction contract and other agreement (but excluding any agreement providing for gas, electric, water and sewer service) relating to the Property (the “Service Contracts”) in effect as of the date of this Agreement;

(d) the existing owner’s title insurance policy;

(e) the existing survey of the Property (the “Existing Survey”);

(f) a copy of, or access to, the following: (i) the most current property condition report, (ii) the most current Phase I environmental report (and, if any, related to the most current Phase I environmental report, the most current Phase II environmental report) and (iii) the most current business licenses and (iv) current availability of utilities;

(g) copies of the unaudited financial statements for 2008, 2009 and 2010 relied upon and used by Seller in the normal course of Seller’s business, original operating income, expense, and capital expenditures records for the Property for the past 3 years and YTD for the current year;

3

(h) copies of any current termite inspections, and any written notice of violations relating to uncured violations, including but not limited to those regarding building and fire codes;

(i) copies of work order records for November 2010 through and including October 2011;

(j) disclosure of legal matters affecting the Property (including lawsuits) or collection of rent or deposits;

(k) copies of real estate and personal property tax statements and/or tax bills and valuation notices for past 3 years and current (including any appeals or notices of delinquency), and all certificates of insurance, copies of insurance policies and related invoices and premium amounts (2010 and YTD with check copies);

(l) copies of, or access to all general ledger records (which shall include the YTD cash receipts), and cash disbursement journals for the past two (2) years and YTD of the current year (in EXCEL if possible);

(m) insurance loss runs for the past 3 years;

(n) aging of accounts receivable and current staffing schedule;

(o) inventory of personal property to be included in proposed sale;

(p) trial balance for the past 2 years (year-end) and YTD of the current year (in EXCEL if possible);

(q) access to a reasonable number of 2010 and 2011 invoices (with payment support detail), 2010 lease agreements and amendments (with copies of back-up for rents received), and 2010 and/or 2011 payroll information (with detail support such as timecards, reimbursement calculations, contracts, etc) as selected by Purchaser’s auditors;

(r) a current list of all vendors and accounts payable (current and past 30 days, with updates through Closing);

(s) copies of any other contract (other than Service Contracts or documents provided under any other subsection hereof) Seller has entered into by which Purchaser will be bound after Closing or that otherwise will affect the Property after Closing; and

(t) copies of all utility bills (monthly for 2010 and YTD for current year).

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Seller shall provide to Purchaser any documents described in this Section 3.1 continue to provide the same during the pendency of this Agreement with respect to times first coming into Seller’s (or its affiliates) possession or produced by or on behalf of Seller (or its affiliates) after the initial delivery.

In the event this Agreement terminates for any reason, Purchaser shall immediately return to Seller all information delivered by Seller or Seller’s agent(s) to Purchaser or Purchaser’s agent(s). The foregoing provision shall survive termination of this Agreement for a period of one (1) year and shall constitute a Surviving Obligation.

3.2 Due Diligence. Purchaser and its representatives shall be permitted to enter upon the Property during normal business hours before the Closing Date to examine, inspect and investigate the Property as well as all records and other documentation provided by Seller or its representatives, as authorized by Seller (with notice to Purchaser of such authorization, or located at the Property (collectively, “Due Diligence”). The Due Diligence shall be subject to the terms, conditions and limitations set forth in this Section 3.2.

(a) Purchaser shall have a right to enter upon the Property for the purpose of conducting its Due Diligence provided that in each such instance (i) Purchaser notifies Seller of its intent to enter the Property to conduct its Due Diligence not less than twenty-four (24) hours prior to such entry of vacant units and forty-eight (48) hours prior to such entry of occupied units; provided, however, inspections may not occur on Mondays, weekends, the 1^st of any month or on the “accounting month end” (approximately the 20^th of every month); (ii) the date and approximate time period are scheduled with Seller; and (iii) Purchaser is in full compliance with the insurance requirements set forth in Section 3.2(e) hereof. At Seller’s election, a representative of Seller shall be present during any entry by Purchaser or its representatives upon the Property for conducting its Due Diligence. Purchaser shall take all commercially reasonable actions to ensure that neither it nor any of its representatives unreasonably interfere with the tenants at the Property. Purchaser shall not cause or permit any mechanic liens, materialmen’s liens or other liens to be filed against the Property as a result of its Due Diligence.

(b) Purchaser shall have through the last day of the Due Diligence Period in which to conduct its Due Diligence and, in Purchaser’s sole discretion, to determine whether the Property is acceptable to Purchaser. Purchaser may, for any or no reason, terminate this Agreement by giving written notice of termination to Seller at any time prior to the expiration of the Due Diligence Period. If Purchaser does not timely give notice of termination as aforesaid, Purchaser shall be deemed to have elected to purchase the Property in accordance with the terms and conditions of this Agreement and this Agreement shall continue in full force and effect. In the event of such termination, the Earnest Money and all interest earned thereon shall be returned to Purchaser and neither party shall have any further obligations to the other party hereunder, except for the Surviving Obligations.

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(c) Purchaser shall, prior to the expiration of the Due Diligence Period, notify Seller in writing requesting termination of any or all of the Service Contracts, which are terminable upon thirty (30) days notice, that Purchaser does not elect to assume; any termination fee or other cost and expense relating to such termination shall be borne solely by Seller. If Purchaser does not timely give such notice requesting termination of a Service Contract, Purchaser shall be deemed to have accepted the assumption of and the costs to assume such Service Contracts. With respect to each Service Contract that Purchaser notifies Seller that it will not assume in accordance with the terms of the first sentence hereof, Seller shall notify the vendors under such Service Contract and, provided that Closing occurs hereunder, such Service Contract(s) shall terminate effective as of the date of Closing.

(d) Purchaser shall have the right to conduct, at its sole cost and expense, any inspections, studies or tests that Purchaser deems appropriate in determining the condition of the Property, provided, however, Purchaser is not permitted to perform any intrusive testing, including, without limitation, a Phase II environmental assessment or boring, without (i) submitting to Seller the scope and inspections for such testing; and (ii) obtaining the prior written consent of Seller for such testing, which consent shall not be unreasonably withheld, denied or delayed. Subject to the restrictions and conditions set forth in Section 18.13 below, Seller hereby acknowledges and agrees that Purchaser or Purchaser’s representatives may communicate with representatives of Fannie Mae and/or Freddie Mac to the extent that either Fannie Mae or Freddie Mac may provide financing to Purchaser to be secured by the Property, the local police department, the tax assessor’s office and any other applicable taxing authority and the building and zoning department, all in the normal course of diligence in connection with Purchaser’s acquisition of the Property pursuant to this Agreement.

(e) Purchaser agrees to indemnify, protect, defend and hold Seller and its partners, trustees, beneficiaries, shareholders, members, managers, advisors and other agents and their respective partners, trustees, beneficiaries, employees, officers, directors and shareholders (collectively, the “Indemnified Parties”) harmless from and against any and all liabilities, claims, losses, damages, costs and expense (including, without limitation reasonable attorneys fees and court costs and litigation expenses) suffered or incurred by any of the Indemnified Parties as a result of or in connection with any activities of Purchaser (including activities of any of Purchaser’s employees, consultants, contractors or other agents) relating to the Property, including, without limitation, mechanics’ liens, damage to the Property, injury to persons or property resulting from such activities in connection therewith; provided, however, Purchaser shall not indemnify an Indemnified Party from such party’s gross negligence and/or willful misconduct; and provided further, however, that Purchaser shall not be

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responsible for any losses or expenses resulting from the discovery of adverse information regarding the Property unless such losses and/or expenses are caused by Purchaser’s and/or Purchaser’s employees’, consultants’, contractors’ or other agents’ gross negligence and/or willful misconduct. In the event that the Property is disturbed or altered in any way as a result of such activities, Purchaser shall promptly restore the Property to its condition existing prior to the commencement of such activities which disturb or alter the Property, to the extent permitted by applicable law. Furthermore, Purchaser agrees to maintain and cause any of its representatives or agents conducting any Due Diligence at the Property to maintain and have in effect commercial general liability insurance with (i) limits of not less than One Million and 00/100 Dollars ($1,000,000.00) per occurrence and Two Million and 00/100 Dollars ($2,000,000.00) in the aggregate, for personal injury, including bodily injury and death, and property damage, and (ii) such insurance shall name Seller and The Borne Company, LLC as additional insureds. Purchaser shall deliver to Seller a copy of the certificate of insurance effectuating the insurance required hereunder prior to the commencement of such activities which certificate shall provide that such insurance shall not be terminated or modified without at least thirty (30) days’ prior written notice to Seller.

(f) Purchaser acknowledges and agrees that it shall have no right to review or inspect any of the following: (i) internal memoranda, correspondence, analyses, documents or reports prepared by or for Seller or an affiliate of Seller in connection with the Property, and (ii) appraisals, assessments or other valuations of the Property in the possession of Seller.

(g) Section 3.2(e) and such other provisions in this Agreement designated as surviving shall survive Closing or any termination of this Agreement for a period of one (1) year. (All provisions of this Agreement which are designated as surviving Closing or termination of this Agreement are herein referred to as “Surviving Obligations”).

3.3 Title and Survey. Within five (5) days after the Effective Date, Seller shall obtain and deliver to Purchaser a commitment for a standard owner’s policy of title insurance (on an ALTA 2006 form) along with a copy of each instrument listed as an exception thereon (the “Title Commitment”) on the Real Property issued by the Title Company. As provided in Section 3.1 hereof, Seller shall deliver to Purchaser a copy of the Existing Survey. Purchaser shall have the right to obtain, at its sole cost and expense, any desired endorsements to the Title Commitment which are available. Purchaser may elect to obtain an update to the Existing Survey (the “Updated Survey”; the Existing Survey and the Updated Survey, if obtained, is referred to herein collectively as the “Survey”).

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Purchaser shall have until the expiration of the Title Period for examination of Title Commitment and Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the expiration of the Title Period. If Purchaser shall fail to make any objections on or before the expiration of the Title Period, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment and the form and substance of the Survey and all matters shown thereon; all such exceptions and matters and any exceptions or matters caused by or through Purchaser shall be included in the term “Permitted Exceptions” as used herein. If any objections to the Title Commitment or Survey are made on or before the expiration of the Title Period, then Seller shall have the right, but not the obligation, to (w) cure (by removal, endorsement or otherwise) any or all of such objections on or before the Closing Date or (x) terminate this Agreement. Seller shall make the aforesaid election by giving notice to Purchaser on or before the date which is two (2) business days prior to the expiration of the Due Diligence Period. If no such notice from Seller concerning such election is received by Purchaser by such date, then Seller shall be deemed to have elected not to cure any such objections. If Seller does not elect to cure all of such objections, then Purchaser shall have the right prior to the expiration of the Due Diligence Period to terminate this Agreement, in which event the Earnest Money and all interest earned thereon shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. If Purchaser does not so elect to terminate this Agreement, then Purchaser shall be deemed to have waived such objections and any objections that Seller has not agreed to cure shall be deemed to be “Permitted Exceptions”. If Seller does not cure by the Closing Date any objections that Seller has agreed to cure, then Purchaser may as its only option, elect to either: (y) waive such objection(s) and consummate the transaction contemplated by this Agreement without adjustment to the Purchase Price; or (z) terminate this Agreement, in which event the Earnest Money and all interest earned thereon shall be returned to Purchaser, Seller shall pay to Purchaser an amount equal to Purchaser’s actual, third-party costs incurred from and after the date on which Seller agreed to cure such objections (but in no event to exceed $100,000), and neither party shall have any further obligations to the other party except for the Surviving Obligations.

Any new title information received by Seller or Purchaser after the expiration of the Title Period solely from a supplemental title report which is not the result of the acts or omissions of Purchaser or its agents, contractors or invitees (each, a “New Title Matter”) shall be subject to the same procedure provided in this Section 3.3 (and the date of Closing shall be extended commensurately if the Closing would have occurred but for those procedures being implemented for a New Title Matter), except that the Purchaser’s Title Period and Seller’s cure period for any New Title Matters shall be five (5) business days each. The Closing Date shall be delayed as needed to accommodate such additional time periods.

Seller shall have no obligation to cure title objections except financing liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such financing liens. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the date hereof without Purchaser’s consent.

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4. Closing; Conditions; Deliveries.

4.1 Time, Place and Manner of Closing. The Closing shall be held on the Closing Date in the offices of the Title Company or at any location mutually acceptable to the parties. Notwithstanding anything herein to the contrary, Purchaser shall have the one-time right to postpone the Closing Date for up to thirty (30) days by delivering (i) written notice thereof to Seller on or before 5:00 p.m. (C.S.T.) on the date that is ten (10) days prior to the then-scheduled Closing Date, and (ii) concurrently with such notice, the sum of One Hundred Twenty-Five Thousand and 00/100 Dollars ($125,000.00) to Escrow Agent, which sum shall be held by Escrow Agent as additional Earnest Money and shall be applied toward the Purchase Price at the Closing or disbursed to the party otherwise entitled to the Earnest Money as provided in this Agreement. If Purchaser fails to timely deliver such notice and such additional Earnest Money, then Purchaser shall be deemed to have waived its right to postpone the Closing Date as provided herein.

4.2 Condition to Parties’ Obligation to Close. In addition to all other conditions set forth in this Agreement, the obligation of Seller, on the one hand, and Purchaser, on the other hand, to consummate the transaction contemplated hereunder shall be contingent upon the following:

(a) The other party’s representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date;

(b) As of the Closing Date, the other party shall have performed its obligations hereunder in all material respects and all deliveries to be made at Closing by such other party have been tendered; and

(c) As of the Closing Date, there shall exist no pending, or threatened (in writing) action, suit or proceeding with respect to the other party before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby or the consummation of the transactions contemplated hereby or that would otherwise materially and adversely affect Seller’s ability to perform its obligations under this Agreement.

4.3 Deliveries. At Closing each party shall execute and deliver to the other and/or the Escrow Agent the following documents:

(a) Seller shall deliver to Purchaser and/or the Escrow Agent no later than 11:00 a.m. (C.S.T.) on the date that is one (1) business day prior to the Closing Date:

(i) a special warranty deed (the “Deed”) to the Property in recordable form, duly executed by Seller and acknowledged and in substantially the same form as set forth in Exhibit C attached hereto, conveying to Purchaser title to the Real Property, subject to the Permitted Exceptions;

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(ii) a bill of sale duly executed by Seller and in substantially the same form as set forth in Exhibit D attached hereto, conveying to Purchaser title to all personal property owned by Seller and located at the Real Property, including the personal property described on Schedule 3 attached hereto;

(iii) an assignment to Purchaser of the Leases duly executed by Seller and in substantially the same form as set forth in Exhibit E attached hereto;

(iv) an assignment to Purchaser of the Service Contracts being assumed hereunder as provided in Section 3.2(c) hereof (to the extent freely assignable) and any additional Service Contracts (to the extent freely assignable) being assumed hereunder entered into after the date hereof in accordance with Section 5.1(a)(ii), and (to the extent freely assignable) all plans, specifications, surveys, warranties, licenses, permits and other tangible and intangible personal property owned by Seller, including all trade names and logos owned by Seller, duly executed by Seller and in substantially the same form as set forth in Exhibit F attached hereto;

(v) a non-foreign transferor certification pursuant to Section 1445 of the Internal Revenue Code and any similar provisions of applicable state law, in substantially the same form as set forth on Exhibit G attached hereto (the “Affidavit”);

(vi) a certified resolution of Seller certifying that Seller has the legal power, right and authority to consummate the sale of the Property;

(vii) originals (or copies if originals are not available) of the leases and keys to the Property; and

(viii) Seller’s customary form of owner’s affidavit certified to the Title Company, which shall be sufficient to enable to Title Company to issue the owner’s policy of title insurance in the form required pursuant to Section 3.3 hereof.

(b) By no later than 11:00 a.m. (C.S.T.) on the date that is one (1) business day prior to the Closing Date (except with respect to (i) below which shall be delivered no later than 12:30 p. m. (C.S.T.) on the Closing Date), Purchaser shall deliver to Seller or the Escrow Agent:

(i) the Cash Balance, by wire transfer, as provided in Section 2.2(b) hereof;

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(ii) an assumption duly executed by the Purchaser of the assignments described in Sections 4.3(a)(iii) and (iv); and

(iii) a certified resolution of Purchaser certifying that Purchaser has the legal power, right and authority to consummate the purchase of the Property.

(c) Seller and Purchaser shall jointly deliver to the Escrow Agent:

(i) A closing statement approved by both parties reflecting the Purchase Price, all prorations, and all closing costs as required under this Agreement;

(ii) All transfer declarations or similar documentation required by law;

(iii) Letters to the tenants of the Property in the form of Exhibit H attached hereto; and

(iv) Notices in substantially the form of Exhibit I attached hereto to the other party to each Service Contract assumed by Purchaser pursuant to Section 3.2(c) of this Agreement.

(d) The Escrow Agent shall deliver to Purchaser an unconditional commitment to issue a title policy in the form of the initialed mark-up of the Title Commitment, extending the effective date to the Closing Date, insuring Purchaser’s fee simple title to the Real Property in an amount equal to the Purchase Price and removing all exceptions other than Permitted Exceptions.

(e) Each party shall deliver to Escrow Agent such duly executed and acknowledged or verified certificates, affidavits, and other usual closing documents as Escrow Holder may reasonably request. Each party shall deliver any additional documents that Escrow Agent may reasonably require for the proper consummation of the transaction contemplated by this Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of such party or result in any new or additional obligation, covenant, representation or warranty of such party under this Agreement beyond those expressly set forth in this Agreement).

4.4 Permitted Termination. So long as a party is not in default hereunder, if any condition to such party’s obligation to proceed with the Closing hereunder has not been satisfied or waived as of the Closing Date or such earlier date as provided herein, such party may, in its sole discretion, terminate this Agreement by delivering written notice to the other party before the Closing Date, or elect to close, notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived any such condition. If Purchaser or Seller elects to terminate this Agreement in accordance with the aforesaid as a result of the other parties default hereunder, said party shall be entitled to the remedies provided in Section 17 below.

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5. Prorations. All items of income and expense shall be paid, prorated or adjusted as of the close of business on the day prior to the Closing Date (the “Proration Date”) in the manner hereinafter set forth:

5.1 Purchaser shall be credited with (i) the amount of all rents and other charges (except for the W&S Reimbursement (as defined below)) received by Seller and attributable to the period after the Proration Date, (ii) all unapplied refundable security deposits held by Seller and which were made by tenants under all leases of the Real Property in effect as of the Closing Date, and (iii) all prepaid deposits for leases whose terms have not commenced as of the Closing Date.

5.2 All collected rents attributable to the period through the Proration Date shall be credited to Seller. Neither Purchaser nor Seller shall receive credit at Closing for any payments of rental obligations due but not paid as of the Proration Date.

5.3 Any amounts received from tenants after the Proration Date shall be applied on a tenant-by-tenant basis to unpaid amounts due from such tenant in the inverse order of their maturity (i.e., any amounts collected by Purchaser after the Proration Date shall first be applied to any current rental obligations of the payee, before application to any delinquent rentals); Purchaser having the right to retain all such rents applicable to the period after the Proration Date and Seller being entitled to all rents received for the period prior to the Closing Date. Seller shall have the right to pursue remedies against tenants after Closing for any delinquent payments or other amounts owed to Seller for periods prior to the Closing Date, except for actions or proceedings affecting possession or landlord liens. However, Seller will not exercise any such rights or remedies unless such delinquent rents have not been collected by Purchaser and paid to Seller within three (3) months after the Closing Date. Any money due to Seller shall be remitted to Seller within five business days after the end of each month in which Purchaser receives such money.

5.4 Operating expenses, including, without limitation, permits, licenses, membership dues, and any other prepaid expenses, shall be prorated between Purchaser and Seller based upon the actual days of their respective ownership of the Property utilizing the actual expenses or reasonable estimates.

5.5 Real estate taxes and personal property taxes shall be prorated between Seller and Purchaser based upon the actual days of ownership of the parties for the year in which Closing occurs on the basis of 100% of the tax bill(s) for the then current tax year, if such tax bills are then available, or, if not then available, on the basis of 100% of the most recent ascertainable tax bills, with a reapportionment as soon as the new amounts can be ascertained. Seller shall be entitled to any refund, rebate or other amount received from any taxing authority with respect to the period prior to and including the Proration Date.

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5.6 Except for utilities billed directly to tenants and amounts reflected on a final meter reading, utilities shall be prorated as of the Proration Date based upon the prior month’s actual invoices (subject to reapportionment as provided in the last paragraph of this Section 5). All utility reimbursements shall be prorated as of the Proration Date and any amounts received by Purchaser after the Closing with respect to the period prior to the Closing Date shall be remitted to Seller within five (5) business days after receipt by Purchaser thereof.

5.7 All insurance policies and property management agreements shall be terminated as of the Closing Date and there shall be no proration with respect to these items.

5.8 Purchaser shall not be entitled to any non-refundable deposits or fees paid by tenants or vendors.

5.9 Seller pays the water and sewer charges applicable to the Property. However, based upon the existing water and sewer service contract applicable to the Property, Seller receives a monthly reimbursement from each resident for such resident’s water and sewer usage. Such monthly reimbursement is based on the water and sewer usage incurred by each resident for the applicable prior ninety (90) day period. Notwithstanding anything to the contrary in this Section 5, at Closing, Purchaser shall pay $10,000.00 (the “W&S Reimbursement”) to Seller to reimburse Seller for the water and sewer payment for the period prior to Closing.

5.10 On the Closing Date, Seller shall deliver to Purchaser all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Purchaser.

5.11 Any leasing commissions with respect to the Leases shall be the sole responsibility of Seller, and shall be paid or discharged fully at or prior to Closing.

5.12 Not more than forty-eight (48) hours prior to the Closing Date, a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the then unoccupied rental units on the Property to confirm that such unoccupied rental units are in “rent ready” condition. With respect to any rental unit which is vacated on or before five (5) business days prior to Closing and is not in “rent ready” condition, Seller shall, at Seller’s option, either (i) make such unoccupied rental unit into a “rent ready” condition, or (ii) provide Purchaser with a credit against the Purchase Price due at Closing, which credit shall be equal to the amount (to be reasonably estimated and agreed upon by Purchaser and Seller), if any, reasonably required to put said unoccupied rental units in “rent-ready” condition, provided, however, that such credit shall not exceed One Thousand Dollars ($1,000.00) per unoccupied rental unit. With respect to any rental unit that is vacated later than five (5) business days prior to Closing, Seller shall have no responsibility or liability to put such unoccupied rental unit into a “rent ready” condition, and Seller shall not have to compensate Purchaser if such unit is not “rent ready” as of the Closing Date. “Rent ready” condition shall mean Seller’s current practice of placing units in “rent ready” condition at the Property.

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All other items which are customarily prorated in transactions similar to the transaction contemplated hereby and which were not heretofore dealt with, will be prorated as of the Proration Date. In the event any prorations or computations made under this Section are based on estimates or prove to be incorrect, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the party from whom it is entitled to such adjustment within one hundred and eighty (180) days after the Closing Date (or such longer period as may be necessary, but not to exceed one (1) year with respect to real estate and personal property taxes), and thereafter, all prorations shall be final.

6. Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Purchaser as of the date of this Agreement and as of the Closing Date as follows:

6.1 Power. Seller is a limited liability company duly incorporated and organized and validly existing and in good standing under the laws of the State of Delaware. Seller has the legal power, right and authority to enter into this Agreement and the instruments referenced herein and to consummate the transactions contemplated hereby.

6.2 Requisite Action. All requisite action (corporate, trust, partnership or otherwise) has been taken by Seller in connection with entering into this Agreement and the instruments referenced herein and the consummation of the transactions contemplated hereby. No consent of any partner, shareholder, member, creditor, investor, judicial or administrative body, authority or other party is required which has not been obtained to permit Seller to enter into this Agreement and consummate the transaction contemplated hereby.

6.3 Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Seller have the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof.

6.4 Validity. This Agreement and all documents required hereby to be executed by Seller are and shall be valid, legally binding obligations of and enforceable against Seller in accordance with their terms.

6.5 Conflicts. None of the execution and delivery of this Agreement and documents referenced herein, the incurrence of the obligations set forth herein, the consummation of the transactions herein contemplated or referenced herein conflicts with or results in the material breach of any terms, conditions or provisions of or constitutes a default under, any bond, note, or other evidence of indebtedness or any contract, lease or other agreements or instruments to which Seller is a party.

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6.6 Title. Based solely upon Seller’s existing title policy for the Property issued by First American Title Company, to Seller’s knowledge, Seller has good and indefeasible title to the Real Property.

6.7 Leases. Seller has delivered or made available to Purchaser copies of all Leases in effect as of the date hereof. Except as disclosed to Purchaser, to the knowledge of Seller, the Leases are in full force and effect and the full current rent is accruing thereunder. To Seller’s knowledge, (i) Seller has received no written notice from any tenant under the Leases claiming any breach or default by Seller under any of the Leases, (ii) there is no existing material breach or default by the landlord under the Leases and, to Seller’s knowledge, no event has occurred or condition exists which, with or without notice or the passage of time, or both, would constitute a material breach or default by the landlord under the Leases, and (iii) Seller has not sent any written notices of default to any tenants under the Leases that are not shown on Schedule I. There are no leasing commissions or other commissions, fees or compensation presently owed or which will become due and payable to the applicable lessee with respect to any of the Leases or which could become due and payable to the applicable lessee in the future upon the exercise of any right or option contained in any of the Leases. No monthly rent has been paid more than one (1) month in advance (except as otherwise expressly permitted or required pursuant to the terms of the Lease and/or as included in the items delivered to Purchaser pursuant to Section 3.1(m) hereof) and no security deposit or prepaid rent has been paid except as otherwise disclosed in Schedule I. To Seller’s actual knowledge, as of the date set forth thereon, (i) the rent roll attached hereto as Schedule I (“Rent Roll”) lists all existing Leases related to the Property, and (ii) the information set forth on the Rent Roll with respect to rent, deposits, delinquencies and credits is true and correct, except for such inaccuracies which are not material when taken in the aggregate. To Seller’s actual knowledge, as of the date set forth thereon, (A) the rent roll to be delivered to Buyer in connection with the Closing will list all then-existing Leases related to the Property and (B) the information set forth on such rent roll with respect to rent, deposits, delinquencies and credits will be true and correct, except for such inaccuracies which are not material when taken in the aggregate.

6.8 Service Contracts. Attached hereto as Schedule 2 is a complete and accurate list of the Service Contracts as of the date of this Agreement which shall be updated by Seller prior to Closing, if necessary, to reflect any additional Service Contracts entered into by Seller as provided in Section 15(a).

6.9 Personal Property. To Seller’s knowledge, all of the Personal Property is described in Schedule 4 attached hereto, which is a materially accurate and materially complete list of all tangible and intangible personal property owned by Seller relating to the ownership, management, operation, maintenance or repair of the Real Property. All of the Personal Property is located at the Real Property.

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6.10 Diligence. Seller has no reason to believe that the documents delivered to Purchaser pursuant to Section 3.1 hereof are inaccurate or incomplete in any material respect and Seller relies upon such documentation in the normal course of Seller’s business. Seller has no reason to believe that there is any material information in its possession or control which is commercially reasonable to provide that it has nevertheless failed to provide or grant access to Purchaser. Seller has no reason to believe that the roof and the foundation of the Property are not in good working order and repair and sound operating condition.

6.11 Notices. Seller has not received any uncured notice of violation of any applicable zoning, land-use, building, health, fire, safety, access and accommodations for the physically handicapped, subdivision, energy and resource conservation and similar laws, statutes, rules, regulations and ordinances or any covenants, conditions and restrictions with regard to the Property or its present uses or applicable environmental laws. No general plan, land use or zoning action or proceeding of any kind, or general or special assessment action or proceeding of any kind, or condemnation or eminent domain action or proceeding of any kind is pending or, to Seller’s knowledge, threatened, with respect to the Real Property or any part thereof.

6.12 Litigation. Except as set forth on Schedule 3, no litigation has been served upon Seller, nor to the best of the Seller’s knowledge has been filed, or threatened in writing, affecting the Seller’s ability to consummate the transaction contemplated by this Agreement. Schedule 3 shall be updated by Seller prior to Closing, if necessary.

6.13 Taxes. To Seller’s knowledge, there is no legal or administrative action or proceeding pending to contest or appeal the amount of real property taxes or assessments levied against the Real Property or any part thereof or the assessed value of the Real Property or any part thereof for real property tax purposes.

6.14 Anti-Terrorism. Seller is not any of the following: (i) a person or entity that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (herein called the “Executive Order”); (ii) a person or entity directly (or, to Seller’s knowledge, indirectly) owned or controlled by, or directly (or, to Seller’s knowledge, indirectly,) acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity that is named as a “specifically designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (herein called “OFAC”) at its official website, http://www.treas.gov/offices/enforcement/ofac; (iv) a person or entity that is otherwise the target of any economic sanctions program currently administered by OFAC, or (v) a person or entity that is affiliated with any person or entity identified in the foregoing clauses (i), (ii), (iii), or (iv).

6.15 ERISA. Seller does not hold any “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101 (as modified by Section 3(42) of ERISA), of any “employee benefit plan” as defined in Section 3(3) of ERISA. As used herein “ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended.

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6.16 Environmental. To Seller’s knowledge, there are no Hazardous Substances present in, on or under the Real Property in violation of applicable laws. “Environmental Laws” shall mean all applicable federal, state and local laws, ordinances, rules and regulations now or hereafter in force, as amended from time to time, relating to or regulating environmental conditions, or protection of the environment, or pollution or contamination of the air, soil, surface water or groundwater, and includes the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., the Clean Water Act, 33 U.S.C. § 1251, et seq., and the Hazardous Substance Account Act. “Hazardous Substances” shall mean any substance or material that is described as a toxic or hazardous substance waste or material or a pollutant or contaminant, or words of similar import, in any of the Environmental Laws, and includes asbestos, petroleum (including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any mixture thereof), petroleum products, polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive matter, medical waste, and chemicals which may cause cancer or reproductive toxicity. “Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, including continuing migration, of Hazardous Substances into or through soil, surface water or groundwater, in violation of Environmental Laws.

6.17 Insolvency. Seller has not made a general assignment for the benefit of its creditors, and has not admitted in writing its inability to pay its debts as they become due, nor has Seller filed, nor does it contemplate the filing of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or any other proceeding for the relief of debts in general, nor has any such proceeding been instituted by or against Seller.

Seller shall indemnify, protect and hold Purchaser harmless from and against any and all claims, actions, judgments, liabilities, liens, damages, penalties, fines, costs and reasonable attorneys’ fees, foreseen or unforeseen, asserted against, imposed on or suffered or incurred by Purchaser (or the Property) directly or indirectly arising out of or in connection with any breach of the warranties, representations and covenants set forth in this Section 6. The warranties and representations set forth in this Section 6 shall be deemed remade as of Closing and updated if necessary (provided, however, that any material change, as determined by Purchaser in a commercially reasonable manner, shall entitle Purchaser to terminate this Agreement and receive a refund of the Earnest Money and, to the extent that such material change is due to any action or inaction of Seller or any affiliate, employee, representative or agent thereof, any actual third-party costs incurred by Purchaser after the Effective Date but in no event to exceed $100,000), and said warranties and representations as so remade and updated, and the indemnity obligation set forth in herein shall survive Closing, provided that any claim by Purchaser based upon a misrepresentation or breach of any warranty or representation or indemnity obligation under this Section 6 shall be effective only if a Closing shall occur and shall be deemed waived unless Purchaser has (i) delivered to Seller written notice of such claim prior to the date which is one (1) year after the Closing Date, and (ii) filed suit within two (2) months after delivery to Seller of any such notice of claim (the requirements for pursuing any claim against Seller as set forth in the foregoing clauses (i) and (ii) are herein referred to as “Claims Requirements”).

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As used in this Section 6, the term “to Seller’s knowledge” “actual knowledge” or “best of Sellers knowledge” or words of similar import (i) shall mean the actual (and not imputed) knowledge of Keegan J. Bonebrake and Carmen Rodriguez, the on-site property manager at the Property, and not to any other persons, without any investigation or inquiry of any kind, and (ii) shall not mean such individual is charged with knowledge of the acts, omissions and/or knowledge of Seller’s agents or employees.

Notwithstanding anything contained in this Agreement to the contrary, Seller shall have no liability for breaches of any representations, warranties and certifications (the “Representations”) which are made by Seller herein or in any of the documents or instruments delivered by Seller hereunder if Purchaser, its officers, employees, shareholders, members, partners, or affiliates had actual knowledge of such breach by Seller (including, without limitation, knowledge gained by Purchaser in the course of its Due Diligence as to a fact or circumstance which, by its nature, clearly indicates that a Representation was or has become untrue or inaccurate) at Closing where Purchaser elects to proceed to close the transaction contemplated by this Agreement, and Purchaser shall not otherwise have the right to bring any lawsuit or other legal action against Seller, nor pursue any other remedies against Seller, as a result of the breach of such Representation caused thereby.

7. Purchase As-Is. EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 6 OF THIS AGREEMENT, PURCHASER WARRANTS AND ACKNOWLEDGES TO AND AGREES WITH SELLER THAT PURCHASER IS PURCHASING THE PROPERTY IN ITS “AS-IS, WHERE IS” CONDITION “WITH ALL FAULTS” AS OF THE CLOSING DATE AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, AS TO ITS CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, OR ANY OTHER WARRANTY OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER. EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 6 OF THIS AGREEMENT, SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, STRUCTURAL INTEGRITY, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; (H) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, UNDER, OR ADJACENT TO THE PROPERTY OR ANY OTHER ENVIRONMENTAL

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MATTER OR CONDITION OF THE PROPERTY; OR (I) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN SECTION 6 OF THIS AGREEMENT, ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON EXCEPT FOR THE EXPRESS REPRESENTATIONS SET FORTH IN SECTION 6 OF THIS AGREEMENT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS A SOPHISTICATED AND EXPERIENCED PURCHASER OF PROPERTIES SUCH AS THE PROPERTY AND HAS BEEN DULY REPRESENTED BY COUNSEL IN CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT. EXCEPT AS MAY OTHERWISE BE PROVIDED HEREIN, SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE ANY OF THE PROPERTY.

8. Purchaser’s Representations, Warranties and Covenants. Purchaser hereby represents, warrants and covenants as of the date of this Agreement and as of the Closing Date as follows:

8.1 Power. Purchaser is a corporation duly incorporated and organized and validly existing and in good standing under the laws of the State of California. Purchaser has the legal power, right and authority to enter into this Agreement and the instruments referenced herein and to consummate the transactions contemplated hereby.

8.2 Requisite Action. All requisite action (corporate, trust, partnership or otherwise) has been taken by Purchaser in connection with entering into this Agreement and the instruments referenced herein and the consummation of the transactions contemplated hereby. No consent of any partner, shareholder, member, creditor, investor, judicial or administrative body, authority or other party is required which has not been obtained or shall not be obtained prior to the Closing Date to permit Purchaser to enter into this Agreement and consummate the transaction contemplated hereby.

8.3 Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Purchaser have the legal power, right and actual authority to bind Purchaser to the terms and conditions hereof and thereof.

8.4 Validity. This Agreement and all documents required hereby to be executed by Purchaser are and shall be valid, legally binding obligations of and enforceable against Purchaser in accordance with their terms.

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8.5 Conflicts. Neither the execution and delivery of this Agreement and documents referenced herein, nor the incurrence of the obligations set forth herein, nor the consummation of the transactions herein contemplated, nor referenced herein conflict with or result in the material breach of any terms, conditions or provisions of or constitute a default under, any bond, note, or other evidence of indebtedness or any contract, lease or other agreements or instruments to which Purchaser is a party.

8.6 Litigation. No litigation, arbitration or other legal or administrative suit, action, proceeding or investigation of any kind has been served upon Purchaser, nor to the best of the Purchaser’s knowledge has been filed, or threatened in writing, affecting the Purchaser’s. ability to consummate the transaction contemplated by this Agreement.

8.7 Indemnity. Purchaser shall indemnify, protect and hold the Indemnified Parties harmless from and against any and all claims, actions, judgments, liabilities, liens, damages, penalties, fines, costs and reasonable attorneys’ fees, foreseen or unforeseen, asserted against, imposed on or suffered or incurred by Seller directly or indirectly arising out of or in connection with any breach of the warranties, representations and covenants set forth in this Section 8. The warranties and representations set forth in this Section 8 shall be deemed remade and updated, if necessary, as of Closing and the warranties, representations and indemnities shall survive Closing, provided that any claim by Seller based upon a misrepresentation or breach of any warranty or representation or indemnity obligation under this Section 8 shall be effective only if a Closing shall occur and shall be deemed waived unless Seller has given Purchaser written notice of any such claim prior to the date which is one (1) year from the Closing Date and (ii) filed suit within six (6) months after delivery to Purchaser of any such notice of claim.

9. Closing Costs. Seller shall pay the following expenses: (a) the cost to obtain a standard owner’s title policy (with no deletions of exceptions, modifications, special coverages or endorsements, other than those necessary pursuant to Section 3.3 to remove an objection that Seller has agreed to cure) (“Seller’s Title Insurance Cost”); (b) the costs to obtain the Existing Survey; (c) one-half of all closing escrow fees, including “New York Style” closing fees; (d) one-half of the cost to record the Deed; and (e) Seller’s legal fees and expenses. Purchaser shall pay the following expenses: (a) all title insurance and title policy costs other than Seller’s Title Insurance Costs; (b) the costs to obtain the Updated Survey; (c) one-half of all closing escrow fees, including “New York Style” closing fees; (d) one-half of the cost to record the Deed; (e) all recording (other than the cost of recording the Deed), transfer, stamp and conveyance fees, taxes and charges; (f) all costs and expenses incurred in connection with the transfer of any transferable permits, warranties or licenses in connection with the ownership or operation of the Property; (g) all costs and expenses associated with Purchaser’s financing, if any; and (h) Purchaser’s legal fees and expenses. The provisions of this Section 9 shall survive Closing or any termination of this Agreement.

10. Commissions. Seller shall be solely responsible for the payment of the commission to Hendricks & Partners. Seller and Purchaser each warrant and represent to the other that (other than Hendricks & Partners) neither has had any dealings with any broker, agent, or finder relating to the sale of the Property or the transactions contemplated hereby, and each

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agrees to indemnify and hold the other harmless against any claim for brokerage commissions, compensation or fees by any other broker, agent, or finder in connection the sale of the Property or the transactions contemplated hereby resulting from the acts of the indemnifying party. The provisions of this Section 10 shall survive Closing.

11. New York Style Closing. It is contemplated that the transaction shall be closed by means of a so-called New York Style Closing, with the concurrent delivery of the documents of title, transfer of interest, delivery of the title policy or marked-up title commitment described in Section 4.3(d) and the payment of the Purchase Price. Seller and Purchaser agree that disbursement of the Purchase Price, as adjusted by the prorations, shall not be conditioned upon the recording of the Deed, but rather, upon the agreement by the Title Company to issue the title policy in the form required by this Agreement. Seller and Purchaser shall each provide any undertaking to the Title Company necessary to accommodate the New York Style Closing.

12. Attorneys’ Fees and Costs. In the event suit or action is instituted to interpret or enforce the terms of this Agreement, or in connection with any arbitration or mediation of any dispute, the prevailing party shall be entitled to recover from the other party such sum as the court, arbitrator or mediator may adjudge reasonable as such party’s costs and attorney’s fees, including such costs and fees as are incurred in any trial, on any appeal, in any bankruptcy proceeding (including the adjudication of issues peculiar to bankruptcy law) and in any petition for review. Each party shall also have the right to recover its reasonable costs and attorney’s fees incurred in collecting any sum or debt owed to it by the other party, with or without litigation, if such sum or debt is not paid within fifteen (15) days following written demand therefor.

13. Notice. All notices, demands, deliveries and communications (a “Notice”) under this Agreement shall be delivered or sent by: (i) personal delivery, (ii) first class, registered or certified mail, postage prepaid, return receipt requested, (iii) nationally recognized overnight carrier, or (iv) facsimile with original Notice sent via overnight delivery, in each case addressed to the address of the party in question set forth below and copies to the parties designated below or to such other address as either party may designate by Notice pursuant to this Section 13. Notices shall be deemed given (w) when delivered as provided in clause (i) above, (x) three (3) business days after being mailed as provided in clause (ii) above, (y) one (1) business day after delivery to the overnight carrier as provided in clause (iii) above, or (z) on the day of the transmission of the facsimile so long as it is received in its entirety by 5:00 p.m. (Chicago, Illinois Time) on such day and the original of such Notice is received the next business day via overnight mail as provided in clause (iv) above.

Notices to Seller: Keegan J. Bonebrake Prairie Walk, LLC c/o The Borne Company, LLC 832 West Superior Street, Suite 301 Chicago, Illinois 60642 Facsimile No. (312) 226-9120

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with copy to:	Heidi J. Azulay DLA Piper LLP (US) 203 North LaSalle Street, Suite 1900 Chicago, Illinois 60601 Facsimile No. (312) 630-7321
Notices to Purchaser:	Steadfast Asset Holdings, Inc. 18100 Von Karman, Suite 500 Irvine, California 92612 Attn: Ana Marie del Rio, Esq. Fax No.: (949) 852-0143
with a copy to:	Katten Muchin Rosenman LLP 2900 K Street NW, North Tower - Suite 200 Washington, DC 20007-5118 Attn: Virginia Davis, Esq. Fax: (202) 298-7570

14. Fire or Other Casualty; Condemnation.

14.1 If the Property or any part thereof is damaged by fire or other casualty prior to the Closing Date which would cost in excess of 10% of the Purchase Price to repair (as determined by an insurance adjuster selected by the insurance carriers), Purchaser may terminate this Agreement by written notice to the other party given on or before twenty (20) days following such casualty. In the event of such termination, this Agreement shall be of no further force and effect and, except for the Surviving Obligations, neither party shall thereafter have any further obligation under this Agreement, and the Escrow Agent shall promptly return all Earnest Money to Purchaser upon receipt of Purchaser’s notice to terminate hereunder. If Purchaser does not elect to terminate this Agreement or the cost of repair is determined by said adjuster to be less than the amount set forth in the first sentence of this Section 14.1, then the Closing shall take place as herein provided, Purchaser shall receive a credit against the Purchase Price in the amount set forth in the next sentence of this Section 14.1 and Seller shall assign to Purchaser on the Closing Date, without warranty or recourse, all of Seller’s right, title and interest to the balance of insurance proceeds paid or payable to Seller on account of such fire or casualty remaining after reimbursement to Seller for the total amount of all costs and expenses incurred by Seller in connection therewith including but not limited to making emergency repairs, securing the Property and complying with applicable governmental requirements. At the Closing, (a) in connection with an insured loss, Seller shall credit against the Purchase Price the amount of the lesser of (i) the deductible of any of Seller’s applicable insurance policies less the total amount of all costs and expenses incurred by Seller in connection with the applicable casualty including, but not limited to, making emergency repairs, securing the Property and complying with applicable governmental requirements, or (ii) the Estimated Restoration Amount, and (b) in connection with an uninsured loss, Seller shall credit against the Purchaser Price the Estimated Restoration Amount. For purposes hereof, “Estimated Restoration Amount” shall be the cost to repair such casualty, as determined by an insurance adjuster selected

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by the insurance carriers less the total amount of all costs and expenses incurred by Seller in connection with the applicable casualty including but not limited to making emergency repairs, securing the Property and complying with applicable governmental requirements. Notwithstanding the foregoing, if a casualty occurs and neither party elects to terminate hereunder, then Seller shall notify Purchaser prior to Seller expending any funds to make any repairs to the Property related to such casualty and such expenditures shall be subject to the approval of Purchaser, such approval shall not be unreasonably withheld, conditioned or delayed, and provided further, however, that no such approval shall be required in connection with Seller’s expenditures relating to securing the Property, emergency repairs and/or repairs required in order to comply with any applicable governmental requirements and/or laws.

14.2 If any material portion of the Property is taken in eminent domain proceedings prior to Closing, Purchaser may terminate this Agreement by notice to Seller given on or before twenty (20) days after such taking, and, in the event of such termination, this Agreement shall be of no further force and effect and, except for the Surviving Obligations, neither party shall thereafter have any further obligation under this Agreement, and the Escrow Agent shall promptly return all Earnest Money to Purchaser upon receipt of Purchaser’s notice to terminate hereunder. If Purchaser does not so elect to terminate or if the taking is not material, then the Closing shall take place as herein provided without abatement of the Purchase Price, and Seller shall deliver or assign to Purchaser on the Closing Date, without warranty or recourse, all of Seller’s right, title and interest in and to all condemnation awards paid or payable to Seller.

14.3 If necessary, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by Section 14.1 or Section 14.2, as applicable, and the period of twenty (20) days described therein has expired.

15. Operations After Date of This Agreement. Seller covenants and agrees with Purchaser that:

(a) after the date hereof through the Closing, neither Seller nor any affiliate of Seller will (except as specifically provided to the contrary herein):

(i) Refrain from transferring any of the Property or creating on the Property any easements, liens, mortgages, encumbrances, or other interests which will survive Closing or permitting any changes to the zoning classification of the Land;

(ii) Refrain from entering into or amending any Service Contracts, or other agreements (excluding leases) regarding the Property (other than contracts in the ordinary and usual course of business and which are cancelable by the owner of the Property without penalty within thirty (30) days after giving notice thereof);

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(iii) Continue to operate, maintain, and repair the Property in a manner consistent with Seller’s current practices (including, without limitation, maintenance of substantially the same advertising and marketing programs for the Real Property in effect as of the date of this Agreement);

(iv) Comply with all of the material terms of the Leases, the Service Contracts and comply with all applicable laws, and promptly provide to Purchaser copies of all written notices received by Seller asserting any breach or default under the Leases or the Service Contracts or any violation of laws, statutes, rules, regulations or ordinances applicable to the Real Property or the Personal Property;

(v) Refrain from offering the Property for sale or marketing the same;

(vi) Deliver to Purchaser each month during the term of this Agreement a rent roll;

(vii) (A) Enter into new leases or amend, modify or terminate existing Leases, only on market terms consistent with Seller’s current practices or, solely with respect to amending, modifying or terminating existing Leases, to the extent set forth in the existing Leases or as required by law, and (B) refrain from amending, modifying or terminating any of the existing Leases without the prior approval of Purchaser, which approval may not be unreasonably withheld by Purchaser; provided, however, (1) that any Leases which are either executed or renewed on a month-to-month basis and which are consistent with the current leasing practices of Seller, including, without limitation, current rental rates, shall be deemed to be automatically approved by Purchaser, and (2) that such approval shall not required for amendments and/or modifications that are not material and/or are administrative in nature;

(viii) Promptly notify Purchaser in writing of any litigation, arbitration, condemnation or administrative hearing before any court or governmental agency concerning Seller or the Property which is instituted after the date hereof;

(ix) Keep in force the insurance coverages at levels currently in place for the Property; and

(x) Promptly after Seller receives any written notice notifying Seller or after Seller has actual knowledge that a Release of Hazardous Substances has occurred in, on or under the Real Property (or any nearby real property which is reasonably likely to migrate to the Real Property) or that there is a violation of any Environmental Laws at the Real Property, Seller shall give Purchaser a copy of such written notice received by Seller (or information pertaining to such Release, if based upon Seller’s actual knowledge rather than written notice).

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16. Assignment.

(a) Purchaser shall have the right to assign its rights and obligations under this Agreement to a single purpose entity that is, directly or indirectly, controlled by or under common control with Purchaser, provided that (i) at least ten (10) days prior to the Closing Date, Purchaser delivers written notice of such assignment to Seller, and (ii) at Closing, Purchaser and such entity execute and deliver to Seller a document by which Purchaser assigns, and such new entity assumes, all of the duties and obligations of Purchaser under this Agreement. Except for the assignment permitted under the previous sentence, Purchaser shall not assign this Agreement without Seller’s prior written consent, which consent (i) may be withheld for any reason or no reason, and (ii) in all events, shall be conditioned upon Seller’s receipt of a duly executed document by which Purchaser assigns, and such new entity assumes, all of the duties and obligations of Purchaser under this Agreement.

(b) Upon any assignment that is permitted or consented to under this Agreement, Purchaser shall remain liable to Seller for the performance of the obligations of “Purchaser” hereunder. Subject to the provisions of Section 16(a), this Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective successors and assigns.

17. Remedies.

(a) (i) IN THE EVENT THAT SELLER SHALL FAIL TO CONSUMMATE THIS AGREEMENT AND SUCH FAILURE IS NOT A RESULT OF PURCHASER’S DEFAULT, OR IN THE CASE WHERE SELLER SHALL OTHERWISE BREACH ANY MATERIAL COVENANT, AGREEMENT OR REPRESENTATION OF THIS AGREEMENT PRIOR TO CLOSING, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER MAY, AS ITS SOLE AND EXCLUSIVE REMEDY BE ENTITLED TO SEEK, AT ITS ELECTION, EITHER: (A) THE REMEDY OF SPECIFIC PERFORMANCE, OR (B) A TERMINATION OF THIS AGREEMENT AND A REFUND OF THE EARNEST MONEY AND RECOVERY OF PURCHASER’S REASONABLE AND ACTUAL OUT-OF-POCKET COSTS (DOCUMENTED BY PAID INVOICES TO THIRD PARTIES) INCURRED WITH RESPECT TO THIS AGREEMENT, THE TRANSACTION DESCRIBED HEREIN AND THE DUE DILIGENCE PERFORMED IN CONNECTION HEREWITH, NOT TO EXCEED $100,000.00 IN THE AGGREGATE, FOR ALL RECOURSE OF PURCHASER UNDER THIS AGREEMENT, OR (C) WAIVE SAID FAILURE OR BREACH AND PROCEED TO CLOSING WITHOUT ANY REDUCTION IN THE

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PURCHASE PRICE. IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL PURCHASER BE ENTITLED TO RECORD A LIS PENDENS OR NOTICE OF PENDENCY OF ACTION AGAINST THE PROPERTY FOR ANY REASON WHATSOEVER.

(ii) PURCHASER SHALL (A) NOTIFY SELLER OF ITS ELECTION TO SEEK THE REMEDY OF SPECIFIC PERFORMANCE ON OR BEFORE THE DATE WHICH IS SIXTY (60) DAYS AFTER THE DATE OF SELLER’S DEFAULT AND (B) INSTITUTE PROCEEDINGS SEEKING SUCH REMEDY ON OR BEFORE THE DATE WHICH IS FORTY-FIVE (45) DAYS AFTER THE DATE OF PURCHASER’S NOTICE.

(iii) PURCHASER SHALL BE DEEMED TO HAVE WAIVED ITS ELECTION TO SEEK THE REMEDY OF SPECIFIC PERFORMANCE IF PURCHASER DOES NOT (x) NOTIFY SELLER OF SUCH ELECTION AS PROVIDED IN SECTION 17(a)(ii) (A) HEREINABOVE , OR (y) INSTITUTE PROCEEDINGS, SEEKING SUCH REMEDY AS PROVIDED IN SECTION 17(a)(ii)(B) HEREINABOVE.

(b) IN THE EVENT THAT PURCHASER SHOULD FAIL TO CONSUMMATE THIS AGREEMENT FOR ANY REASON, EXCEPT SELLER’S DEFAULT, LITIGATION WHICH PROHIBITS SELLER FROM SELLING THE PROPERTY TO PURCHASER, OR THE TERMINATION OF THIS AGREEMENT BY PURCHASER PURSUANT TO A RIGHT TO DO SO UNDER THE TERMS AND PROVISIONS HEREOF, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY MAY TERMINATE THIS AGREEMENT BY NOTIFYING PURCHASER THEREOF AND RECEIVE OR RETAIN THE EARNEST MONEY AS LIQUIDATED DAMAGES, PROVIDED THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS FEES AND TO PURSUE AND RECOVER ON A CLAIM WITH RESPECT TO ANY SURVIVING OBLIGATIONS. THE PARTIES AGREE THAT SELLER WILL SUFFER DAMAGES IN THE EVENT OF PURCHASER’S DEFAULT ON ITS OBLIGATIONS. ALTHOUGH THE AMOUNT OF SUCH DAMAGES IS DIFFICULT OR IMPOSSIBLE TO DETERMINE, THE PARTIES AGREE THAT THE AMOUNT OF THE EARNEST MONEY IS A REASONABLE ESTIMATE OF SELLER’S LOSS IN THE EVENT OF PURCHASER’S DEFAULT. THUS, SELLER SHALL ACCEPT AND RETAIN THE EARNEST MONEY AS LIQUIDATED DAMAGES BUT NOT AS A PENALTY. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 17(b), SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE SELLER’S SOLE AND EXCLUSIVE REMEDY. IN THE EVENT SELLER IS ENTITLED TO THE EARNEST MONEY AS LIQUIDATED DAMAGES AND TO THE EXTENT

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SELLER HAS NOT ALREADY RECEIVED THE EARNEST MONEY, THE EARNEST MONEY SHALL BE IMMEDIATELY PAID TO SELLER BY THE ESCROW AGENT UPON RECEIPT OF WRITTEN NOTICE FROM SELLER THAT PURCHASER HAS DEFAULTED UNDER THIS AGREEMENT, AND PURCHASER AGREES TO TAKE ALL SUCH ACTIONS AND EXECUTE AND DELIVER ALL SUCH DOCUMENTS NECESSARY OR APPROPRIATE TO EFFECT SUCH PAYMENT.

SELLER AND PURCHASER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THE FOREGOING LIQUIDATED DAMAGES PROVISION.

18. Miscellaneous.

18.1 Entire Agreement. This Agreement, together with the exhibits attached hereto, constitute the entire agreement of the parties hereto regarding the purchase and sale of the Property, and all prior agreements, understandings, representations and statements, oral or written, are hereby merged herein. In the event of a conflict between the terms of this Agreement and any prior written agreements, the terms of this Agreement shall prevail; provided, however, the provisions set forth in the Confidentiality and Access Agreement dated as of November 16, 2011 by and between Seller and Purchaser (the “Confidential Agreement”) setting forth Purchaser’s requirement to keep the Confidential Information (as defined in the Confidential Agreement) confidential, shall be deemed included in this Agreement and shall control. This Agreement may only be amended or modified by an instrument in writing, signed by the party intended to be bound thereby.

18.2 Time. All parties hereto agree that time is of the essence in this transaction. If the time for performance of any obligation hereunder shall fall on a Saturday, Sunday or holiday (national, in the State of Illinois or the state in which the Property is located), the time for performance shall be extended to the next succeeding business day.

18.3 Counterpart Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Electronic, photocopy and facsimile copies of signatures may be used in place and stead of original signatures with the same force and effect as originals.

18.4 Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF MISSOURI AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MISSOURI.

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18.5 Publicity. Seller and Purchaser hereby covenant and agree that, at all times after the date of execution hereof and continuing after the Closing, unless consented to in writing by the other party, no press release or other public disclosure concerning this transaction shall be made, and each party agrees to use commercially reasonable efforts to prevent disclosure of this transaction except that either party may disclose any and all information as follows: (i) disclosure only to the extent reasonably necessary to such party’s representatives in connection with the transactions contemplated hereby or, after the Closing Date, for the operation of the Property; (ii) disclosure required by law or by regulators, including in response to a subpoena or similar process or as part of a filing required to be made under securities laws; (iii) disclosure in connection with litigation to enforce the terms of this Agreement; (iv) disclosure by a party required to satisfy a condition precedent to Closing; and (v) after the Closing Date, the fact of the purchase of the Property, the Purchase Price, the identity of the other party (but not the members thereof) and other publicly available information.

18.6 Recordation. Purchaser shall not record this Agreement or a memorandum or other notice thereof in any public office without the express written consent of Seller. A breach by Purchaser of this covenant shall constitute a material default by Purchaser under this Agreement.

18.7 Benefit. This Agreement is for the benefit of Purchaser and Seller, and except as provided in the indemnities granted by Purchaser in this Agreement and in the Purchase Documents (as defined in Section 19) with respect to the Indemnified Parties listed therein, no other person or entity will be entitled to rely on this Agreement, receive any benefit from it or enforce any provisions of it against Purchaser or Seller.

18.8 Section Headings. The Section headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several Sections hereof.

18.9 Further Assurances. Purchaser and Seller agree to execute all documents and instruments reasonably required in order to consummate the purchase and sale herein contemplated; provided, however, no such additional documents and/or instruments shall expand any obligation, covenant, representation or warranty of such party or result in any new or additional obligation, covenant, representation or warranty of such party under this Agreement beyond those expressly set forth in this Agreement.

18.10 Severability. If any portion of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

18.11 Waiver of Trial by Jury. Seller and Purchaser, to the extent they may legally do so, hereby expressly waive any right to trial by jury of any claim, demand, action, cause of action, or proceeding arising under or with respect to this Agreement, or in any way connected with, or related to, or incidental to, the dealings of the parties hereto with respect to this Agreement or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and irrespective of whether sounding in contract, tort, or otherwise. To the extent they may legally do so, Seller and Purchaser hereby agree that any such claim, demand, action, cause of action, or proceeding shall be decided by a court trial without a jury and that any party hereto may file an original counterpart or a copy of this Section with any court as written evidence of the consent of the other party or parties hereto to waiver of its or their right to trial by jury.

28

18.12 Independent Counsel. Purchaser and Seller each acknowledge that: (a) they have been represented by independent counsel in connection with this Agreement; (b) they have executed this Agreement with the advice of such counsel; and (c) this Agreement is the result of negotiations between the parties hereto and the advice and assistance of their respective counsel. The fact that this Agreement was prepared by Seller’s counsel as a matter of convenience shall have no import or significance. Any uncertainty or ambiguity in this Agreement shall not be construed against Seller because Seller’s counsel prepared this Agreement in its final form.

18.13 Governmental Approvals. Nothing contained in this Agreement shall be construed as authorizing Purchaser to apply for a zoning change, variance, subdivision maps, lot line adjustment, or other discretionary governmental act, approval or permit with respect to the Property prior to the Closing, and Purchaser agrees not to do so. Purchaser agrees not to submit any reports, studies or other documents, including, without limitation, plans and specifications, impact statements for water, sewage, drainage or traffic, environmental review forms, or energy conservation checklists to any governmental agency (other than Fannie Mae or Freddie Mac, to the extent that either of the foregoing may provide financing to Purchaser to be secured by the Property), or any amendment or modification to any such instruments or documents prior to the Closing. Purchaser’s obligation to purchase the Property shall not be subject to or conditioned upon Purchaser’s obtaining any variances, zoning amendments, subdivision maps, lot line adjustment or other discretionary governmental act, approval or permit.

18.14 No Waiver. No covenant, term or condition of this Agreement other than as expressly set forth herein shall be deemed to have been waived by Seller or Purchaser unless such waiver is in writing and executed by Seller or Purchaser, as the case may be.

18.15 Discharge and Survival. The delivery of the Deed by Seller, and the acceptance thereof by Purchaser shall be deemed to be the full performance and discharge of every covenant and obligation on the part of Seller to be performed hereunder except the Surviving Obligations. No action shall be commenced after the Closing on any covenant or obligation except the Surviving Obligations.

19. Exculpation of Seller and Related Parties. Notwithstanding anything to the contrary contained in this Agreement or in any exhibits attached hereto or in any documents executed or to be executed in connection herewith (collectively, including this Agreement, said exhibits and any such document, the “Purchase Documents”), it is expressly understood and agreed by and between the parties hereto that from and after the Closing: (i) the recourse of Purchaser or its successors or assigns against Seller with respect to the alleged breach by or on the part of Seller of any representation, warranty, covenant, undertaking, indemnity, assignment or agreement contained in any of the Purchase Documents (collectively, “Seller’s Undertakings”) shall be limited to an amount not to exceed $250,000 (or, if the sale of this transaction is required

29

to be reversed, solely as a result of a breach under this Agreement by Seller, and such reversion causes Purchaser to pay a mandatory prepayment fee to its lender (and/or a governmental agency), under the mortgage financing obtained by Purchaser in connection with the acquisition of the Property, such higher amount equal to such mandatory prepayment fee paid by Purchaser to its lender (and/or governmental agency)) in the aggregate of all recourse of Purchaser under the Purchase Documents; (ii) Seller shall have no liability for any of Seller’s undertakings unless the Claims Requirements are satisfied; and (iii) no personal liability or personal responsibility of any sort with respect to any of Seller’s Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against, Seller, or against any of its employees, agents, constituent partners, members, beneficiaries, trustees or representatives except as provided in (i) above with respect to Seller.

30

20. Record Retention; Audit. Seller shall provide to Purchaser (at Purchaser’s sole cost and expense) copies of, or shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by Purchaser and in the possession or control of Seller, or its property manager or accountants, to enable Purchaser’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one (1) prior calendar year (provided, however, such audit shall not include an audit of management fees or interest expenses attributable to the Seller). Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit. In addition, to the extent in Seller’s (or its affiliates) possession or control, Seller agrees to provide to Purchaser or any affiliate of Purchaser, if requested by such auditor, historical unaudited financial statements (such financing statements to be relied upon and used by Purchaser in the normal course of Seller’s business) for the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s sole cost and expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit provided that such information is in Seller’s (or its affiliates) possession or control, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this paragraph shall be an on-going condition to Purchaser’s obligation; provided, however that Seller shall only be required to maintain its records for use under this paragraph for a period of one (1) year after the Closing Date and Seller and it’s agents, employees, accountants shall only be required to provide information pursuant to this Section 20 for a period of one (1) year after the Closing Date. Purchaser agrees to indemnify and hold harmless Seller and the Indemnified Parties from any claim, damage, loss, or liability to which Seller or any Indemnified Party is at any time subjected by any person as a result of Seller’s or Seller’s representatives’, employees’, agents, and/or accountants’ compliance with this Section 20. The provisions of this Section shall survive Closing and the provisions relating to Purchaser’s reimbursement of Seller and the indemnity of Seller and/or any other Indemnified Party, shall survive Closing or the termination of this Agreement.

[signature page to follow]

31

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above stated.

SELLER: PRAIRIE WALK, LLC, a Delaware limited liability company
By:	SP KC Fund I, LLC, an Illinois limited liability company
	By:	Sibley Partners KC, LLC, an Illinois limited liability company
		By:	/s/ Keegan Bonebrake
		Name: Keegan Bonebrake
		Title: Managing Member

PURCHASER: STEADFAST ASSET HOLDINGS, INC., a California corporation
By:	/s/ Ana Marie del Rio
Name: Ana Marie del Rio
Title: Vice President

32

EXHIBIT A

LEGAL DESCRIPTION

Real property in the City of Kansas City, County of Jackson, State of Missouri, described as follows:

LOTS 1, 2 AND 3, HILLSIDE PARK, A SUBDIVISION IN KANSAS CITY, JACKSON COUNTY, MISSOURI, AS CLARIFIED BY SURVEYOR’S AFFIDAVIT RECORDED FEBRUARY 14, 1983, AS DOCUMENT NO. K-549890 IN BOOK K-1193 AT PAGE 1971.

A-1

EXHIBIT B

FORM OF EARNEST MONEY ESCROW AGREEMENT

FIRST AMERICAN TITLE INSURANCE COMPANY

30 N. LaSalle, Suite 2700	Phone: (312) 917-7260
Chicago, IL 60602	Fax:     (866) 390-7306
Attention: Reginald Cunningham

Escrow No.:____________	Re:       Prairie Walk Apartments
Date: ______________, 2011	Kansas City, Missouri

STRICT JOINT ORDER ESCROW

The accompanying One Hundred Twenty-Five Thousand and 00/100 Dollars ($125,000.00) is deposited with First American Title Insurance Company as Escrow Agent to be delivered by it only upon the joint order of the undersigned or their respective legal representatives or assigns.

First American Title Insurance Company, as Escrow Agent, is hereby expressly authorized to disregard, in its sole discretion, any and all notices or warnings given by any of the parties hereto unless given by both Purchaser and Seller, or given by any other person or corporation, but the said Escrow Agent is hereby expressly authorized to regard and to comply with and obey any and all orders, judgments or decrees entered or issued by any court with or without jurisdiction, and in case the said Escrow Agent obeys or complies with any such order, judgment or decrees of any court it shall not be liable to any of the parties hereto or any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being entered without jurisdiction or being subsequently reversed, modified, annulled, set aside or vacated. In case of any suit or proceeding regarding this escrow, to which said Escrow Agent is or may at any time become a party, it shall have a lien on the contents hereof for any and all costs, attorneys’ fees, whether such attorneys shall be regularly retained or specially employed, and any other expenses which it may have incurred or become liable for on account thereof, and it shall be entitled to reimburse itself therefore out of said deposit, and the undersigned jointly and severally agree to pay said Escrow Agent upon demand all such costs, fees and expenses so incurred.

In no case shall the above mentioned deposits be surrendered except on an order signed by the parties hereto, their respective legal representatives or assigns, or in obedience of the process or order of court as aforesaid; provided, however, that if Escrow Agent receives a written order signed by Purchaser requesting the release of such deposits prior to December 16, 2011, Seller’s written instructions to release such deposit shall not be required and Escrow Agent shall release such deposit to Purchaser within two (2) business days of receipt of such written order.

B-1

Deposits made pursuant to these instructions shall be invested in federally issued or insured interest bearing instrument(s) on behalf of any party or parties thereto; provided, that any direction to Escrow Agent for such investment shall be expressed in writing and contain the consent of all the parties to this escrow, and also provided that Escrow Agent is in receipt of the tax payer’s identification number and investment forms as required. Escrow Agent will, upon request, furnish information concerning its procedures and fee schedules for investment.

Except as to deposits of funds for which Escrow Agent has received express written direction concerning investment or other handling, the parties hereto agree that the Escrow Agent shall be under no duty to invest or reinvest any deposits at any time held by it hereunder. Escrow Agent may not commingle such deposits with other deposits or with its own funds or use any part or all such funds for its own benefit. Nothing herein shall diminish Escrow Agent’s obligation to apply the full amount of the deposits in accordance with the terms of the Agreement of Purchase and Sale dated November 30, 2011. In the event the Escrow Agent is requested to invest deposits hereunder, Escrow Agent is not to be held responsible for any loss of principal or interest which may be incurred as a result of making the investment for the purposes of these escrow instructions.

B-2

PURCHASER:

STEADFAST ASSET HOLDINGS, INC.,

a California corporation

Signed By:

Name:

Its:

Address – 18100 Von Karman, Suite 500, Irvine, California 2612, Attn: Ana Marie del Rio, Esq.

Purchaser’s Federal Tax Identification Number:                                                      

SELLER:

PRAIRIE WALK, LLC, a Delaware limited liability company
By:	SP KC Fund I, LLC, an Illinois limited liability company
	By:	Sibley Partners KC, LLC, an Illinois limited liability company
		By:
		Name:
		Title:

Address - c/o The Borne Company, LLC, 832 West Superior Street, Suite 301, Chicago, Illinois 60642, Attention: Keegan J. Bonebrake

ACCEPTED:

FIRST AMERICAN TITLE INSURANCE COMPANY

By:

Name:

Its:

B-3

EXHIBIT C

SPECIAL WARRANTY DEED [subject to revisions to comply with applicable law]

THIS INDENTURE, made as of the ___ day of _________, 2011 by and between _______________, an _____________, party of the first part, and ____________, a ________, party of the second part, WITNESSETH, that the party of the first part, for and in consideration of the sum of Ten and No/100 Dollars in hand paid by the party of the second part, the receipt whereof is hereby acknowledged, by these presents does GRANT, BARGAIN, SELL, REMISE, RELEASE AND CONVEY unto the party of the second part, and to its successors and assigns, FOREVER, the following described real estate, situated in the County of _______ and State of ________ known and described as follows, to wit:

See Exhibit “A” attached hereto and made a part hereof.

Together with all of the party of the first part’s right, title and interest in the improvements, hereditaments, easements and appurtenances thereunto belonging, or in anyway appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim or demand whatsoever, either in law or equity, of, in and to the above described premises, with the improvements, hereditaments, easements and appurtenances (collectively, the “Property”): TO HAVE AND TO HOLD the Property, unto the party of the second part, its successors and assigns forever.

And the party of the first part, for itself, and its successors, does covenant, promise and agree, to and with the party of the second part, its successors and assigns, that it has not done or suffered to be done, anything whereby the said premises hereby granted are, or may be, in any manner encumbered or charged, except as provided on Exhibit B, and WILL WARRANT AND DEFEND against all persons lawfully claiming or to claim the same, by through or under it, but not otherwise, subject to the matters listed on Exhibit B:

Permanent Real Estate Index Number(s):                                                                                                      

Address(es) of real estate:                                                                                                                               

C-1

This instrument was prepared by:                                                                                                  

Mail to: Send Subsequent tax bills to:    

IN WITNESS WHEREOF, said party of the first part has executed this Special Warranty Deed as of the date first above written.

PRAIRIE WALK, LLC, a Delaware limited liability company
By:	SP KC Fund I, LLC, an Illinois limited liability company
	By:	Sibley Partners KC, LLC, an Illinois limited liability company
		By:
		Name:
		Title:

STATE OF ___________    )

                                               ) SS.

COUNTY OF _________    )

I, the undersigned, a Notary Public in and for the County and State aforesaid, DO HEREBY CERTIFY, that the above named _____________ of ______________, personally known to me to be the same person whose name is subscribed to the foregoing instrument as such __________________, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act and as the free and voluntary act of said limited liability company for the uses and purposes therein set forth.

Given under my hand and Notary Seal, this ____ day of ___________, 2011.

Notary Public

C-2

EXHIBIT D

BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS, that PRAIRIE WALK, LLC, a Delaware limited liability company (“Seller”) in consideration of Ten and 00/00 Dollars ($10.00), the receipt and sufficiency of which is hereby acknowledged, does hereby sell, assign, transfer, quit claim and set over unto ______________, a _______________ (“Purchaser”) all furniture, furnishings, fixtures, equipment and other personal property owned by Seller and set forth on Exhibit A attached hereto and made a part hereof located at, on and about the real estate commonly known as Prairie Walk (the “Premises”) and any and all other tangible personal property owned by Seller and located at, on and about the Premises(collectively, the “Personal Property”).

TO HAVE AND TO HOLD the Personal Property unto Purchaser and Purchaser’s legal representatives, successors and assigns forever.

ALL WARRANTIES OF QUALITY OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY ARE EXPRESSLY EXCLUDED. THE PERSONAL PROPERTY SOLD HEREUNDER IS SOLD IN “AS IS” CONDITION WITHOUT ANY REPRESENTATION OR WARRANTY BY SELLER.

IN WITNESS WHEREOF, Seller has signed this Bill of Sale at _________, ________ this _____ day of ________________, 2011.

SELLER:
By:	______________________________________,
	a _____________________________________

By:
	Name:
	Its:

D-1

EXHIBIT A

(BILL OF SALE)

LIST OF PERSONAL PROPERTY

A-1

EXHIBIT E

ASSIGNMENT AND ASSUMPTION OF LEASES

FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, PRAIRIE WALK, LLC, having its principal office c/o The Borne Company, LLC, 832 West Superior Street, Suite 301, Chicago, Illinois 60642, Attention: Keegan J. Bonebrake (“Assignor”), hereby sells, transfers, assigns and sets over unto ______________________, a ______________________ (“Assignee”), its legal representatives, successors and assigns all of Assignor’s right, title and interest in, to and under (a) those certain leases referred to on Exhibit A attached hereto and made a part hereof (the “Leases”) affecting the real estate legally described in the Agreement (as hereinafter defined) and commonly known as _____________, _____________ (the “Property”), including, without limitation, all unapplied refundable security deposits thereunder and (b) the rent therein referred except, however, that portion of said rent attributable to periods of time prior to the Closing Date (as defined in that certain Agreement of Purchase and Sale by and between Assignor and Assignee , dated as of November 30, 2011; the “Agreement”).

Assignee does hereby accept the foregoing Assignment and Assumption of Leases subject to the terms and conditions herein and in the Leases, and does hereby assume, without exculpation, as of the date hereof, and become responsible for and agree to perform, discharge, fulfill and observe all of the obligations, terms, covenants, provisions and conditions under the Leases arising from and after the Closing Date (including the return of any security deposits referenced therein actually received by or credited to Purchaser from Seller), and Assignee agrees to be liable for the observance and performance thereof as fully as though Assignee was the original landlord or lessor thereunder. Assignee agrees to protect, defend, indemnify and hold harmless Assignor, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including without limitation reasonable attorneys’ fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, reasonable attorneys’ fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them arising out of or in connection with the Leases as to events occurring prior to the Closing Date, provided that any claim made by Assignee hereunder: (a) shall be deemed waived unless Assignee has satisfied the Claims Requirements (as defined in the Agreement), and (b) shall be subject to the limitations of Section 19 of the Agreement.

This Assignment and Assumption of Leases shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective beneficiaries, legal representatives, successors and assigns.

E-1

This Assignment and Assumption of Leases may be executed in counterparts, and as so executed shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption of Leases this ____ day of ___________, 2011.

ASSIGNOR:     PRAIRIE WALK, LLC, a Delaware limited     liability company
By:	SP KC Fund I, LLC, an Illinois limited liability company
	By:	Sibley Partners KC, LLC, an Illinois limited liability company
		By:
		Name:
		Title:

ASSIGNEE:
____________________________, a _______
By:
	Name:
	Its:

E-2

EXHIBIT A

(TO ASSIGNMENT AND ASSUMPTION OF LEASES)

LIST OF LEASES

A-1

EXHIBIT F

ASSIGNMENT AND ASSUMPTION OF CONTRACTS,

LICENSES AND PERMITS

FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, PRAIRIE WALK, LLC, having its principal office c/o The Borne Company, LLC, 832 West Superior Street, Suite 301, Chicago, Illinois 60642, Attention: Keegan J. Bonebrake (“Assignor”), hereby sells, transfers, assigns and sets over unto ______________________, a ______________________ (“Assignee”), its legal representatives, successors and assigns effective as of the Closing Date (as defined in that certain Agreement of Purchase and Sale by and between Assignor and Assignee, dated as of November 30, 2011; the “Agreement”) all of Assignor’s right, title and interest in, to and under (a) those agreements referred to on Exhibit A attached hereto and made a part hereof (the “Contracts”) affecting the real estate legally described in the Agreement and commonly known as _____________, _____________ , (the “Property”) and (b) all licenses, warranties, permits, plans and other intangible personal property owned by Assignor, freely assignable and relating to the construction, use and operation of the Property.

Assignee does hereby accept the foregoing Assignment and Assumption of Contracts, Licenses and Permits and does hereby assume, without exculpation, as of the Closing Date, and become responsible for and agree to perform, discharge, fulfill and observe all of the obligations, terms, covenants, provisions and conditions under the Contracts arising from and after the date hereof, and Assignee agrees to be liable for the observance and performance thereof as fully as though Assignee was the original party thereunder. Assignee agrees to protect, defend, indemnify and hold harmless Assignor, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including without limitation reasonable attorneys’ fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignor, its legal representatives, successors and assigns or any of them arising out of or in connection with the Contracts, as to events occurring from and after the Closing Date. Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal representatives, successors and assigns from any and all losses, damages, expenses, fees (including, without limitation, reasonable attorneys’ fees), court costs, suits, judgments, liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its legal representatives, successors and assigns or any of them arising out of or in connection with the Contracts, as to events occurring prior to the Closing Date, provided that any claim made by Assignee hereunder: (a) shall be deemed waived unless Assignee has satisfied the Claims Requirements (as defined in the Agreement); and (b) shall be subject to the limitations set forth in Section 19 of the Agreement.

This Assignment and Assumption of Contracts, Licenses and Permits shall be binding upon and shall inure to the benefit of Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors and assigns.

F-1

This Assignment and Assumption of Contracts, Licenses and Permits may be executed in counterparts, and as so executed shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption of Contracts, Licenses and Permits this ____ day of _______________, 2011.

ASSIGNOR:     PRAIRIE WALK, LLC, a Delaware limited     liability company
By:	SP KC Fund I, LLC, an Illinois limited liability company
	By:	Sibley Partners KC, LLC, an Illinois limited liability company
		By:
		Name:
		Title:

ASSIGNEE:
____________________________, a _______
By:
	Name:
	Its:

F-2

EXHIBIT A

(TO ASSIGNMENT AND ASSUMPTION OF CONTRACTS,

LICENSES AND PERMITS)

LIST OF CONTRACTS

A-1

EXHIBIT G

NON-FOREIGN AFFIDAVIT

Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by PRAIRIE WALK, LLC, a Delaware limited liability company (“Transferor”), the undersigned hereby certifies the following on behalf of the Transferor:

1. Transferor is not a foreign corporation, foreign partnership, foreign trust, foreign estate, or foreign person (as those terms are defined in the Internal Revenue Code and the Income Tax Regulations promulgated thereunder);

2. Transferor’s U.S. employer identification number is _______________; and

3. Transferor’s address is c/o The Borne Company, LLC, 832 West Superior Street, Suite 301, Chicago, Illinois 60642.

Transferor understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury the undersigned declares that it has examined this certification and to the best of its knowledge and belief it is true, correct and complete, and it further declares that it has authority to sign this document on behalf of Transferor.

Dated: ____________________, 2011

Transferor:     PRAIRIE WALK, LLC, a Delaware limited     liability company
By:	SP KC Fund I, LLC, an Illinois limited liability company
	By:	Sibley Partners KC, LLC, an Illinois limited liability company
		By:
		Name:
		Title:

G-1

EXHIBIT H

FORM OF TENANT NOTIFICATION LETTER

____________, 2011

VIA CERTIFIED MAIL - RETURN RECEIPT REQUESTED/OR HAND DELIVERY

[Tenant]

Re: [PROPERTY NAME]

Dear Tenant:

You are hereby advised that the above referenced property in which you are a tenant was sold and your lease was assigned and transferred effective as of the date of this letter to ______________, a ________________ (the “Purchaser”). Your security deposit and advance rental, if any, has been transferred to the Purchaser, whose address is set forth below. The above referenced property will be managed by [MANAGEMENT COMPANY] and all checks for rent and other charges should be made payable to [[            ]]and forwarded to:

[MANAGEMENT COMPANY]

[Property Address]

In accordance with the terms of your lease, copies of all future notices to landlord should be sent to:

[PURCHASER ENTITY]

If you have any questions or need any additional information, please feel free to contact the management office at [Telephone Number].

Sincerely,

SELLER:		PURCHASER:
___________________________________________________,		___________________________________________________,
a __________________________________________________		a __________________________________________________
By:		By:
	Name:		Name:
	Its:		Its:

H-1

EXHIBIT I

FORM OF VENDOR NOTIFICATION LETTER

_____________, 2011

[Vendor]

RE: [PROPERTY NAME]

Gentlemen:

This is to advise you that the above referenced property was sold to ________________, a _______________ (the “Purchaser”). As part of the sale, your contract has been assigned to Purchaser, and any goods, services or utilities supplied to the property subsequent to the date of this letter shall be for its account. The above referenced property will be managed by [[Management Company]] and all future invoices and correspondence and any and all Notices to Purchaser should be sent to:

SELLER:		PURCHASER:
___________________________________________________,		___________________________________________________,
a __________________________________________________		a __________________________________________________
By:
	Name:
	Its:	By:
			Name:
			Its:

I-1

SCHEDULE 1

LIST OF LEASES

Schedule 1-1

SCHEDULE 2

LIST OF SERVICE CONTRACTS

Schedule 2: List of Service Contracts

Accounting Software - Master	Rent Manager, London Computer Systems	1/29/2008
Advertising - Magazine/Web	For Rent - Magazine	4/1/2011
Alarm - Business Office	ADT Security Services	5/4/2007 & 2/18/2009
Auto Towing	Impact Towing & Recovery, Inc.	8/13/2009
Cable / Internet	Time Warner (fka Cablevision)	7/26/1986
Collections of A/R - Master	Professional Debt Mediation	8/14/2011
Credit Card Acceptance - Master	Yapstone, Inc.	12/1/2010
Fax Services - Phone	AT&T (fka SBC Global Services)	6/24/2005
Fire Department Permits	Fire Department of Kansas City	1/1/2011
Landscaping and Snow Removal	Creative Contours	4/27/2011
Laundry - Public Room	Colnmach Laundry Services	7/29/2003
Office and Wireless Internet	Time Warner	7/7/2011
Permits - Pool (Not Available)	Kansas City Health Department - No. 535	12/31/2011
Pest Control	Mason Exterminating	12/10/2009
Real Estate Tax Consultant - Master	Thomson Reuters	10/25/2010
Resident Screening - Master	First Advantage SafeRent	7/20/2010
Storage Trailor Title	Seller Owns Title to Trailor	9/19/2008
Utility Reimbursement Service	National Water & Power	2/14/2008
Video Camera System Warranty	Encompass Monitoring Systems, LLC	7/12/2011
VOIP Local and Long Distance	Vitelity - See www.Vitelity.com for T&Cs	2009
Waste Management	Deffenbaugh	2010
Wireless Internet Management	Everywhere Wireless, LLC	7/1/2010

1 of 1

Schedule 2-1

SCHEDULE 3

LIST OF LITIGATION

Schedule 3: List of Litigation

NONE

1 of 1

Schedule 3-1

SCHEDULE 4

LIST OF PERSONAL PROPERTY

Schedule 4: List of Personal Property

Location	Item	Quantity
Model, #11022	sofa	1
Model, #11022	coffee table	1
Model, #11022	side table	2
Model, #11022	bar dinning table	1
Model, #11022	bar stool chair	2
Model, #11022	full size mattress & box spring	1
Model, #11022	queen head board	1
Model, #11022	5 drawer chest	1
Model, #11022	bedside table	1
Model, #11022	wall picture frames Lg	3
Model, #11022	curtain rod	1
Model, #11022	window treatment panels	2
Model, #11022	ceramic vase	1
Model, #11022	model various decorative items	9
Model, #11022	pillows	4
Model, #11022	toss pillows	8
Model, #11022	comforter set/shams, euro, bed skirt, comforter	1
Model, #11022	full sheet set	1
Model, #11022	breakfast bed tray	1
Model, #11022	coffee cup & saucer	2
Model, #11022	shower curtain and clips	1
Model, #11022	bath towels	2
Model, #11022	hand towels	2
Model, #11022	decorative frame small	1
Model, #11022	silk flower wall wreath arangement	1
Model, #11022	floor lamp	1
Model, #11022	sm wall hanging	3
Model, #11022	swag window treatment	2
Model, #11022	metal vase	1
Model, #11022	ceramic tea set w/pot and cups	1
Model, #11022	wild grass vase silk vase arrangement	1
Model, #11022	metal center piece	1
Model, #11022	water globlets	2
Model, #11022	dinner plates	2
Model, #11022	salade plates	2
Model, #11022	set/knives, fork, spoon	2
Model, #11022	napkin holders	2
Model, #11022	napkins	2

Schedule 4-1

Schedule 4: List of Personal Property

Model, #11022	placemat	2
Model, #11022	silk grass decoration	1
Model, #11022	Kitchen towls/pot holders	4
Model, #11022	small books	2
Model, #11022	Kitchen throw rug	1
Model, #11022	wine glass	4
Model, #11022	under counter wine glass holder	1
Business Center:	conference table	1
Business Center:	chairs	4
Business Center:	bar stool chairs	3
Business Center:	Dell desk top computers	3
Business Center:	flat screen moniter	3
Business Center:	HP laser printer	1
Business Center:	decorative rug/runner	1
Business Center:	metal waste basket	1
Business Center:	3 shelf wood book case	1
Business Center:	Wall Painting	1
Business Center:	small rugs	4
Business Center:	step metal trash can	1
Business Center:	computer speakers set	1
Business Center:	shredder	1
Business Center:	arm chairs	2
Business Center:	assorted books/children’s games	1
Manager’s Office	4 drawer metal file cabinet	1
Manager’s Office	2 drawer metal file cabinet	1
Manager’s Office	3 drawer metal file cabinet	1
Manager’s Office	2 drawer wood mission style file cabinet	1
Manager’s Office	Desk 4 drawer	1
Manager’s Office	desk extension	1
Manager’s Office	Dell desk top computer	1
Manager’s Office	CRT moniter	1
Manager’s Office	Cannon desk calculater	1
Manager’s Office	computer speakers	1
Manager’s Office	Aastra phone	1
Manager’s Office	Tiffany style desk lamp	1
Manager’s Office	HP laserjet printer w/2 trays	1
Manager’s Office	HP laserjet printer	1
Manager’s Office	Brother: Fax/Scan/copier printer	1
Manager’s Office	HP Color Printer	1
Manager’s Office	Lg framed art	2
Manager’s Office	sm wall mount clock	1
Manager’s Office	Plexi-glass wall file holders	21

Schedule 4-2

Schedule 4: List of Personal Property

Manager’s Office	2 hole paper puncher	1
Manager’s Office	vacuum cleaner	1
Manager’s Office	3 drawer mission style side table	1
Manager’s Office	staplers	1
Manager’s Office	secretary/task chair	1
Manager’s Office	Make Ready eraser marker board	1
Manager’s Office	2 cushion armless sofa	1
Manager’s Office	toss pillow	1
Manager’s Office	small metal trash bin	1
Manager’s Office	metal cash box	1
Clubhouse Bathroom	Silk floral arrangement	1
Clubhouse Bathroom	sm wall frame	1
Clubhouse Bathroom	Metal step trash bin	1
Clubhouse Bathroom	Silk floral arrangement	1
Clubhouse Bathroom	sm wall frame	1
Clubhouse Bathroom	Metal step trash bin	1
Hallway	Water cooler	1
Hallway	Lg wall art	1
Laundry Room	Folding table	1
Laundry Room	sm cork board	1
Laundry Room	Wood bench	1
Clubhouse Kitchen	Metal decorative jars	2
Clubhouse Kitchen	doggie bowls	2
Clubhouse Kitchen	sugar bowl	1
Clubhouse Kitchen	pa per towel holder	1
Clubhouse Kitchen	hanging plant basket	1
Clubhouse Kitchen	plastic coffee carafe	1
Clubhouse Kitchen	Tea Kettle	1
Clubhouse Kitchen	Coffee maker	1
Clubhouse Kitchen	Tea decorative chest	1
Clubhouse Kitchen	assorted glass/goblets	9
Clubhouse Kitchen	assorted coffee/tea mugs	25
Clubhouse Kitchen	various size cooking utensils	1
Clubhouse Kitchen	decorative silk ivy	1
Clubhouse Kitchen	glass pitcher	1
Clubhouse Kitchen	Spout Beverage container	1
Clubhouse Kitchen	various size cooking utensils	1
Clubhouse Kitchen	Decorative area rugs	2
Main Office/Club House:	Mission style desk	1
Main Office/Club House:	2 drawer Mission Style file cabinet	2
Main Office/Club House:	4 drawer Mission Style file cabinet	1
Main Office/Club House:	leather/wood bench	1

Schedule 4-3

Schedule 4: List of Personal Property

Main Office/Club House:	Dell Desk top computer	1
Main Office/Club House:	Flat screen Moniter	1
Main Office/Club House:	Lexmark laserjet printer/scanner	1
Main Office/Club House:	HP color laser printer	1
Main Office/Club House:	Computer speaker	1
Main Office/Club House:	metal trash bin	1
Main Office/Club House:	Tiffany Style Table lamp	1
Main Office/Club House:	Tiffany Style Floor lamp	1
Main Office/Club House:	Mission style side table	1
Main Office/Club House:	Vintage style table fan	1
Main Office/Club House:	Asian style ginger jar	1
Main Office/Club House:	Hand blown glass table lamp	1
Main Office/Club House:	Mission style server/ 5 drawer	1
Main Office/Club House:	Roman Numeral lg wall mount clock	1
Main Office/Club House:	Lg Frame art	1
Main Office/Club House:	fireplace screen & wood crate	1
Main Office/Club House:	fireplace fire poker set	1
Main Office/Club House:	decorative plate w/stand	1
Main Office/Club House:	Secretary chair	1
Main Office/Club House:	Mission Style occasional cushion chair	2
Main Office/Club House:	Mission style 3 cushion sofa	1
Main Office/Club House:	Mission style coffee table	1
Main Office/Club House:	Magazine holder	1
Main Office/Club House:	Entry presentation table	1
Main Office/Club House:	cake plate w/dome	1
Main Office/Club House:	wire basket decorative w/accent balls	1
Main Office/Club House:	plexi glass wall files	3
Main Office/Club House:	Mission Style wall mount mirror	1
Main Office/Club House:	Glazed ceramic pot/saucer & plant 20”	1
Main Office/Club House:	Glazed ceramic pot/saucer & plant 14”	1
Main Office/Club House:	24” glazed ceramic pot w/saucer	1
Main Office/Club House:	12” glazed pot w/saucer	1
Main Office/Club House:	Aastra phone	4
Main Office/Club House:	area rugs/runners 2’ x 3’, 5’ x 7’, 2.5’ x 8’ runner	21
Main Office/Club House:	Security Cameras around Clubhouse (set of 4)	1
Main Office/Club House:	Security Camera’s CPU, Monitor, Keyboard, Mouse	1
Mini-Model Staging	Bath decorative items	3
Mini-Model Staging	Place setting items set	1
Mini-Model Staging	kitchen throw rug	1
Mini-Model Staging	kitchen items decorative	1
Mini-Model Staging	plates	2
Mini-Model Staging	silk flower vase arrangement	1

Schedule 4-4

Schedule 4: List of Personal Property

Mini-Model Staging	bath towels various	1
Mini-Model Staging	various bathroom rugs	1
Mini-Model Staging	shower curtains	1
Mini-Model Staging	vanity set	1
Mini-Model Staging	Swag window treatment	1
Mini-Model Staging	Glass beer	2
Mini-Model Staging	Water goblets	2
Corporate Units 11006 & 11025	Chaise chair	1
Corporate Units 11006 & 11025	Sofa 3 cushion	2
Corporate Units 11006 & 11025	Dinning Table linen set	2
Corporate Units 11006 & 11025	Dinning Table	2
Corporate Units 11006 & 11025	Dinning chairs	4
Corporate Units 11006 & 11025	Double bed	1
Corporate Units 11006 & 11025	Queen size bed	1
Corporate Units 11006 & 11025	Head boards	2
Corporate Units 11006 & 11025	microwave	1
Corporate Units 11006 & 11025	assorted pots/pans sets	2
Corporate Units 11006 & 11025	plates/bowels sets	2
Corporate Units 11006 & 11025	utensils sets	2
Corporate Units 11006 & 11025	cooking sets	2
Corporate Units 11006 & 11025	dish towels/kitchen sets	2
Corporate Units 11006 & 11025	Kitchen rug	2
Corporate Units 11006 & 11025	coffee table	2
Corporate Units 11006 & 11025	side table	3
Corporate Units 11006 & 11025	counter stools	2
Corporate Units 11006 & 11025	5 drawer chest of drawers	1
Corporate Units 11006 & 11025	occassional chair	1
Corporate Units 11006 & 11025	Swag window treatment	3
Corporate Units 11006 & 11025	panel window treatments	2
Corporate Units 11006 & 11025	curtain rods	2
Corporate Units 11006 & 11025	Coffee maker	1
Corporate Units 11006 & 11025	Floor lamp	1
Corporate Units 11006 & 11025	wall art	7
Corporate Units 11006 & 11025	silk plants	4
Corporate Units 11006 & 11025	towel sets	2
Corporate Units 11006 & 11025	linen set	3
Corporate Units 11006 & 11025	Comforter set	2
Corporate Units 11006 & 11025	throw pillows	8
Corporate Units 11006 & 11025	bed pillows	6
Corporate Units 11006 & 11025	Mirror	1
Corporate Units 11006 & 11025	side table lamp	2
Corporate Units 11006 & 11025	blanket throws	1

Schedule 4-5

Schedule 4: List of Personal Property

Corporate Units 11006 & 11025	Assorted cups coffee/tea cups sets	1
Corporate Units 11006 & 11025	Washer/Dryer Set-used-Corp unit 11006	1
Corporate Units 11006 & 11025	Washer/Dryer Set-used-Corp unit 11025	1
Maintenance Shop/Shed:	Club Car Golf Cart (Battery operated)	1
Maintenance Shop/Shed:	lonizer QT-Thunder model# QT-T3F	1
Maintenance Shop/Shed:	Salt spreaders manuel	2
Maintenance Shop/Shed:	40 ft ladder	1
Maintenance Shop/Shed:	20 ft ladder	1
Maintenance Shop/Shed:	A-frame ladder 5ft	1
Maintenance Shop/Shed:	Honeywell air purifier upright	1
Maintenance Shop/Shed:	Carpet Blower Sanitaire	1
Maintenance Shop/Shed:	Window A/C 5000 btu -LG	1
Maintenance Shop/Shed:	Window A/C 6500 btu -Zennith	1
Maintenance Shop/Shed:	Window A/C 10000 btu -LG	1
Maintenance Shop/Shed:	Chain Saw- 33c Homelite Bandit	1
Maintenance Shop/Shed:	Carpet Stretcher	1
Maintenance Shop/Shed:	Mitre Saw w/ table- Ridgid	1
Maintenance Shop/Shed:	Key Cutter-ILCO 045 Performanc series	1
Maintenance Shop/Shed:	Snow Blower-Toro CCR 2450	1
Maintenance Shop/Shed:	Cordless Vacuum- w/battery- Dewalt	1
Maintenance Shop/Shed:	Vacuum Pump-Yellow Jacket-Ritchie (for furnace)	1
Maintenance Shop/Shed:	29 gallion water heaters- Rheem	2
Maintenance Shop/Shed:	Dishwasher- Brand New- Amana	1
Maintenance Shop/Shed:	Dishwasher-older-Hotpoint	1
Maintenance Shop/Shed:	Refrigerator- older- Estate	1
Maintenance Shop/Shed:	Microwave- over stove w/vent	2
Maintenance Shop/Shed:	Pressure washer-Honda workpro2500	1
Maintenance Shop/Shed:	10” Rydoi table saw	1
Maintenance Shop/Shed:	Inficon Xtract R (refrigerant recovery system)	1
Maintenance Shop/Shed:	Goodman 2.0 Ton A/C ( R22)	1
Maintenance Shop/Shed:	Portable Room A/C- Everstar 8000 btu	1
Maintenance Shop/Shed:	Appliance/Furniture Lg Dolly	1
Maintenance Shop/Shed:	Washer/Dryer Set- used	2
Maintenance Shop/Shed:	Washer/Dryer Set-used-rented	15
Maintenance Shop/Shed:	WiFi Equipment	1

*** This list of personal property may work, it may not work and there are no guarantees to its condition.

Schedule 4-6

EX-10.5

EXHIBIT 10.5

AMENDMENT NO. 1 TO THE

OPERATING EXPENSE REIMBURSEMENT AND GUARANTY AGREEMENT

This Amendment No. 1 to the Operating Expense Reimbursement and Guaranty Agreement (this “Amendment”) is made and entered into as of December 21, 2011 by and among Steadfast Income REIT, Inc., a Maryland corporation (the “Company”), Steadfast Income Advisor, LLC, a Delaware limited liability company (the “Advisor”), Beacon Bay Holdings, LLC (“Beacon Bay”), a Delaware limited liability company, and Rodney F. Emery, as an individual (“Emery”). The Company, Advisor, Beacon Bay and Emery are each referred to herein as a “Party” and collectively the “Parties.” Capitalized terms used but not defined herein shall have the meaning set forth in the Reimbursement Agreement (as defined below).

W I T N E S S E T H

WHEREAS, the Company, the Advisor, Beacon Bay and Emery entered into that certain Operating Expense Reimbursement and Guaranty Agreement, dated as of May 25, 2011 (the “Reimbursement Agreement”), which provided for, among other matters, the terms of reimbursement by the Advisor of certain Operating Expenses incurred by the Company for the four quarters ended March 31, 2011 (the “March 2011 Excess Amount”) and the terms of future payment and reimbursement of Operating Expenses;

WHEREAS, pursuant to the terms of the Reimbursement Agreement, on the earlier to occur of the termination of the Advisory Agreement or December 31, 2011 (defined as the “Determination Date”), the Advisor must reimburse the Company for the March 2011 Excess Amount, subject to the conditions set forth in the Reimbursement Agreement; and

WHEREAS, pursuant to Section 9(c) of the Reimbursement Agreement, the Parties desire to amend the Reimbursement Agreement to extend the Determination Date to June 30, 2012 and revise the terms of future payment and reimbursement of Operating Expenses.

1

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the Parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

AMENDMENTS

The Reimbursement Agreement is hereby amended as follows:

Section 1.1 Amendment to Section 1. Section 1 of the Reimbursement Agreement is hereby amended and restated in its entirety as follows:

1. Agreement to Reimburse. If, on the earlier of the termination date of the Advisory Agreement or June 30, 2012 (the “Determination Date”), Operating Expenses of the Company for the four quarters ended March 31, 2011 (“3/31/11 Operating Expenses”) exceed the 2%/25% limitation (measured from the commencement of the Company’s operations through the Determination Date), then Advisor shall promptly, but in no event later than 30 days following the Determination Date (the “Payment Date”), reimburse the Company for the March 2011 Excess Amount in an amount equal to the amount by which the 3/31/11 Operating Expenses exceed the 2%/25% limitation measured from the commencement of the Company’s operations through the Determination Date (such amount, the “Determination Date Payment”). The Company agrees that the March 2011 Excess Amount shall not exceed $1,230,316.

Section 1.2 Amendment to Section 2. Section 2 of the Reimbursement Agreement is hereby amended and restated in its entirety as follows:

2. Reimbursement of Determination Date Payment. At the end of each fiscal quarter following the Payment Date, the Company shall promptly (but in no event later than 30 days) reimburse Advisor for the Determination Date Payment, if any, to the extent the 2%/25% limitation (measured from the commencement of the Company’s operations through the last day of the most recent fiscal quarter (the “Cumulative 2%/25% limitation”)) exceed the Company’s Operating Expenses (measured from the commencement of the Company’s operations through the last day of the most recent fiscal quarter (“Cumulative Operating Expenses”)). For the avoidance of doubt, such reimbursements under this Section 2 shall not in the aggregate exceed the Determination Date Payment.

Section 1.3 Amendment to Section 3. Section 3 of the Reimbursement Agreement is hereby amended and restated in its entirety as follows:

3. Ongoing Payment of Operating Expenses.

(a) From April 1, 2011 until the Company’s Cumulative Operating Expenses do not exceed the Cumulative 2%/25% limitation, all Operating Expenses incurred by the Company on or after April 1, 2011 will be paid by Advisor on the Company’s behalf and the Company shall not directly pay for any Operating Expenses incurred on or after April 1, 2011.

2

(b) For each of the three quarters ended June 30, 2011, September 30, 2011 and December 31, 2011, to the extent Operating Expenses during the prior four fiscal quarters exceed the 2%/25% limitation measured as of the prior four fiscal quarters (the “Post 3/31/2011 Excess Amount”), the Company shall, subject to a determination by the independent directors of the Company that such excess was justified based on unusual and nonrecurring factors which they deem to be sufficient, reimburse Advisor for the Post 3/31/2011 Excess Amount in the future to the extent that the amount to be reimbursed does not result in Cumulative Operating Expenses exceeding the Cumulative 2%/25% limitation.

(c) Notwithstanding the above, Advisor shall be reimbursed by the Company for all Operating Expenses incurred on behalf of the Company that are within the 2%/25% limitation for such quarter. Beginning January 1, 2012, the reimbursement of Operating Expenses shall be subject to the terms of the Advisory Agreement.

ARTICLE II

MISCELLANEOUS

Section 2.1 Continued Effect. Except as specifically set forth herein, all other terms and conditions of the Reimbursement Agreement shall remain unmodified and in full force and effect, the same being confirmed and republished hereby. In the event of any conflict between the terms of the Advisory Agreement and the terms of this Amendment, the terms of this Amendment shall control.

Section 2.2 Counterparts. The Parties may sign any number of copies of this Amendment. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page of this Amendment or any document or instrument delivered in connection herewith by telecopy or other electronic method shall be effective as delivery of a manually executed counterpart of this Amendment or such other document or instrument, as applicable.

Section 2.3 Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Delaware.

[Signatures on following page]

3

IN WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

COMPANY:
STEADFAST INCOME REIT, INC, a Maryland corporation
By:	/s/ Kevin J. Keating
Name:	Kevin J. Keating
Title:	Treasurer
ADVISOR:
STEADFAST INCOME ADVISOR, LLC, a Delaware limited liability company
By:	/s/ Ana Marie del Rio
Name:	Ana Marie del Rio
Title:	Manager
BEACON BAY:
BEACON BAY HOLDINGS, LLC, a Delaware limited liability company
By:	/s/ Rodney F. Emery
Name:	Rodney F. Emery
Title:	Manager
EMERY:
/s/ Rodney F. Emery
Rodney F. Emery