425

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):

August 5, 2019

Steadfast Income REIT, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	000-54674	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:

☒ 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))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry into a Material Definitive Agreement

SIR Merger

On August 5, 2019, Steadfast Income REIT, Inc. (“SIR” or the “Company”), Steadfast Apartment REIT, Inc. (“STAR”), Steadfast Apartment REIT Operating Partnership, L.P., STAR’s operating partnership (“STAR Operating Partnership”), Steadfast Income REIT Operating Partnership, L.P., the Company’s operating partnership (“SIR Operating Partnership”), and SI Subsidiary, LLC, a wholly owned subsidiary of STAR (“SIR Merger Sub”), entered into an Agreement and Plan of Merger (the “SIR Merger Agreement”). Subject to the terms and conditions of the SIR Merger Agreement, SIR will merge with and into SIR Merger Sub (the “SIR Merger”), with SIR Merger Sub surviving the SIR Merger, such that following the SIR Merger, the surviving entity will continue as a wholly owned subsidiary of STAR. In accordance with the applicable provisions of the Maryland General Corporation Law, the separate existence of SIR shall cease.

At the effective time of the SIR Merger and subject to the terms and conditions of the SIR Merger Agreement, each issued and outstanding share of the Company’s common stock (or a fraction thereof), $0.01 par value per share (the “SIR Common Stock”), will be converted into the right to receive 0.5934 shares of STAR’s common stock, $0.01 par value per share (the “STAR Common Stock”).

In addition, each share of SIR Common Stock, if any, then held by any wholly owned subsidiary of SIR or by STAR or any of its wholly owned subsidiaries will no longer be outstanding and will automatically be retired and cease to exist, and no consideration shall be paid, nor any other payment or right inure or be made with respect to such shares of SIR Common Stock in connection with or as a consequence of the SIR Merger.

SIR Agreement and Plan of Merger

The SIR Merger Agreement contains customary representations, warranties and covenants, including covenants prohibiting SIR and its subsidiaries and representatives from soliciting, providing information or entering into discussions concerning proposals relating to alternative business combination transactions after the SIR Go Shop Period End Time (as defined herein), subject to certain limited exceptions.

Pursuant to the terms of the SIR Merger Agreement, during the period beginning on the date of the SIR Merger Agreement and continuing until 11:59 p.m. New York City time on September 5, 2019 (the “SIR Go Shop Period End Time”), SIR and its subsidiaries and representatives may initiate, solicit, provide information and enter into discussions concerning proposals relating to alternative business combination transactions.

The SIR Merger Agreement also provides that prior to the SIR Stockholder Approval (as defined herein), the board of directors of SIR may withdraw its recommendation of the SIR Merger or make an Adverse Recommendation Change (as defined in the SIR Merger Agreement), subject to complying with certain conditions set forth in the SIR Merger Agreement.

The SIR Merger Agreement may be terminated under certain circumstances, including but not limited to, by either STAR or SIR (in each case, with the prior approval of their respective special committee, each comprised solely of certain independent directors of the respective board of directors) if the SIR Merger has not been consummated on or before 11:59 p.m. New York time on April 30, 2020, if a final and non-appealable order is entered prohibiting or disapproving the SIR Merger, if the SIR Stockholder Approval has not been obtained or upon a material uncured breach of the respective obligations, covenants or agreements by the other party that would cause the closing conditions in the SIR Merger Agreement not to be satisfied.

In addition, SIR (with the prior approval of its special committee) may terminate the SIR Merger Agreement in order to enter into an “Alternative Acquisition Agreement” with respect to a “Superior Proposal” (each as defined in the SIR Merger Agreement) at any time prior to receipt by SIR of the SIR Stockholder Approval pursuant to the terms of the SIR Merger Agreement.

STAR may terminate the SIR Merger Agreement at any time prior to the receipt of the SIR Stockholder Approval, in certain limited circumstances, including upon an Adverse Recommendation Change.

If the SIR Merger Agreement is terminated in connection with the SIR’s acceptance of a Superior Proposal or making an Adverse Recommendation Change, then SIR must pay to STAR a termination fee of (i)(A) $8,694,218 if such termination occurs no later than seven business days after (x) the SIR Go Shop Period End Time or (y) the end of the specified period for negotiations with STAR following notice (received within five business days of the SIR Go Shop Period End Time) that SIR intends to enter into a Superior Proposal or (B) $20,866,122 if it occurred thereafter and (ii) up to $2,000,000 as reimbursement for STAR’s Expenses (as defined in the SIR Merger Agreement).

The representations and warranties of the parties in the SIR Merger Agreement were made solely for purposes of the contract among the parties, and are subject to certain important qualifications and limitations set forth in confidential disclosure letters delivered by STAR and STAR Operating Partnership on the one hand, and SIR and the SIR Operating Partnership, on the other hand. Moreover, the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders.

The obligation of each party to consummate the SIR Merger is subject to a number of conditions, including receipt of the approval of holders of a majority of the outstanding shares of SIR Common Stock (the “SIR Stockholder Approval”), delivery of certain documents and legal opinions, the truth and correctness of the representations and warranties of the parties, subject to the materiality standards contained in the SIR Merger Agreement, the redemption by SIR of 1,000 shares of non-participating, non-voting convertible stock of SIR with a par value of $0.01 per share (the “SIR Convertible Stock”) and the redemption by STAR of 1,000 shares of non-participating, non-voting convertible stock of STAR with a par value of $0.01 per share (the “STAR Convertible Stock”), the effectiveness of the registration statement on Form S-4 to be filed by STAR to register the shares of the STAR Common Stock to be issued as consideration in the SIR Merger, and the absence of a SIR Material Adverse Effect or STAR Material Adverse Effect (as each term is defined in the SIR Merger Agreement).

The SIR Merger is not subject to a financing condition. Until the effective time of the SIR Merger, STAR and SIR are each permitted to continue paying distributions based on daily record dates and in amounts consistent with recent distributions.

The foregoing description of the SIR Merger Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the SIR Merger Agreement, which is filed as Exhibit 2.1 and is incorporated herein by reference. A copy of the SIR Merger Agreement has been included to provide stockholders with information regarding its terms and conditions, and is not intended to provide any factual information about STAR or SIR. The representations, warranties and covenants contained in the SIR Merger Agreement have been made solely for the benefit of the parties to the SIR Merger Agreement, and are not intended as statements of fact to be relied upon by the Company’s stockholders, but rather as a way of allocating the risk between the parties to the SIR Merger Agreement in the event the statements therein prove to be inaccurate. Statements made in the SIR Merger Agreement have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the SIR Merger Agreement, which disclosures are not reflected in the SIR Merger Agreement attached hereto. Moreover, such statements may no longer be true as of a given date and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders. Accordingly, stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of STAR or SIR. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the SIR Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Current Report on Form 8-K not misleading.

Combined Company

On August 5, 2019, STAR also entered into an Agreement and Plan of Merger to acquire Steadfast Apartment REIT III, Inc. (“STAR III”). STAR’s proposed merger with STAR III is referred to herein as the “STAR III Merger”, and collectively with the SIR Merger, the “Mergers”. Both mergers stock-for-stock transactions whereby each of SIR and STAR III will be merged into a wholly-owned subsidiary of STAR. The consummation of STAR’s merger with SIR is not contingent upon the completion of the merger with STAR III, and the consummation of the merger with STAR III is not contingent upon the completion of STAR’s merger with SIR.

The combined company after the mergers (the “Combined Company”) will retain the name “Steadfast Apartment REIT, Inc.” Each merger is intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended.

If the Mergers were to occur today, the Combined Company’s portfolio would consist of 71 properties in 14 states with an average effective rent of $1,158. Based on occupancy as of June 30, 2019, the Combined Company’s portfolio is expected to have an occupancy rate of 94%, an average age of 20 years and gross real estate assets of $3.3 billion.

Item 1.02 Termination of a Material Definitive Agreement.

Concurrently with the entry into the SIR Merger Agreement, the Company and Steadfast Income Advisor, LLC (“SIR Advisor”) entered into a termination letter agreement (the “Termination Agreement”), effective as of August 5, 2019. Pursuant to the Termination Agreement, the Amended and Restated Advisory Agreement, as amended, dated as of May 4, 2010, by and among the Company and SIR Advisor (the “Advisory Agreement”) will be terminated at the effective time of the SIR Merger. Also pursuant to the Termination Agreement, certain terms and conditions regarding SIR Advisor waived any disposition fee it otherwise would be entitled to pursuant to the Advisory Agreement related to the SIR Merger and confirms the disposition fee payable to SIR Advisor in the event the Merger Agreement is terminated and the Company consummates a different transaction that would entitle SIR Advisor to a disposition fee.

The Termination Agreement also provides that the Company, upon approval of the special committee of its board of directors, shall consent (which consent shall not be unreasonably withheld, delayed or conditioned) and shall take all necessary actions (including amending the SIR Merger Agreement) to provide for the Exchange (as defined below) if, pursuant to the SIR Merger Agreement, prior to consummation of the SIR Merger, Steadfast Apartment Advisor, LLC (“STAR Advisor”) requests that, in lieu of the incentive and performance fees provided for in the STAR Amended Advisory Agreement, STAR issue, at the closing of the SIR Merger, convertible stock (the “New Convertible Stock”) in exchange for the convertible stock currently owned by STAR Advisor such exchange, the “Exchange”).

The foregoing description of the Termination Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, which is filed as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On August 6, 2019, the Company posted to its website (http://www.steadfastreits.com) a presentation prepared by the Company, STAR and STAR III containing certain information related to the proposed mergers. A copy of the presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

The Company is also sending a letter to its stockholders regarding the matters disclosed in Item 8.01 of this Current Report on Form 8-K and the proposed Mergers. A copy of the stockholder letter is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information in this Item 7.01 disclosure, including Exhibits 99.1 and 99.2, and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended.

Item 8.01 Other Events.

Amended and Restated Share Repurchase Program

In connection with the transactions contemplated herein, on August 5, 2019, the Board approved the Amended and Restated Share Repurchase Program (the “Amended & Restated SRP”), which will become effective 30 days following the filing of this Current Report on Form 8-K and will apply beginning with repurchases made on the repurchase date (as defined in the Amended & Restated SRP) with respect to the third quarter of 2019. Under the Amended & Restated SRP, the Company will only repurchase shares of common stock in connection with the death or qualifying disability (as determined by the Board in its sole discretion) of a stockholder, subject to certain terms and conditions specified in the Amended & Restated SRP. The Company expects that the board of directors of the Combined Company will determine the terms of the share repurchase program at a later date following consummation of the SIR Merger. Except as set forth in this Current Report on Form 8-K, the material terms of the Amended & Restated SRP remain unchanged from those reported in the Company’s Annual Report for the year ended December 31, 2018, as filed with the SEC on March 15, 2019. The foregoing description of the Amended & Restated SRP does not purport to be complete and is subject to, and qualified by its entirety by, the Amended & Restated SRP that is filed as Exhibit 99.3 to this Current Report on Form 8-K, and incorporated herein by reference.

Amended and Restated STAR Advisory Agreement

Concurrently with the entry into the SIR Merger Agreement, STAR and Steadfast Apartment Advisor, LLC (“STAR Advisor”) entered into the Amended and Restated STAR Advisory Agreement (the “Amended STAR Advisory Agreement”), which shall become effective at the effective time of the earlier of the SIR Merger or the STAR III Merger. The Amended STAR Advisory Agreement will amend STAR’s existing advisory agreement, dated as of December 13, 2013, as amended, to lower certain fees and to change the form of consideration for the Investment Management Fee (as defined therein) so that such fees are paid 50% in cash and 50% in shares of common stock. In addition, the Amended STAR Advisory Agreement provides for substantially similar rights and obligations, including the addition of a Subordinated Incentive Listing Fee and Subordinated Share of Net Sales Proceeds (each as defined therein) to be payable to the STAR Advisor, which are comparable to the terms of the New Convertible Stock. Following consummation of the SIR Merger, the SIR Operating Partnership will be subject to the Amended STAR Advisory Agreement by virtue of being an operating partnership of the Combined Company.

The foregoing description of the Amended STAR Advisory Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended STAR Advisory Agreement, which is filed as Exhibit 99.4 and is incorporated herein by reference.

ADDITIONAL INFORMATION ABOUT THE SIR MERGER

In connection with the proposed SIR Merger, STAR will prepare and file with the SEC (i) a registration statement on Form S-4 containing a proxy statement/prospectus prepared by STAR and SIR, and other related documents. The proxy statement/prospectus will contain important information about the proposed SIR Merger and related matters. INVESTORS ARE URGED TO READ THE APPLICABLE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY STAR AND SIR, AS APPLICABLE, WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STAR AND SIR. Investors and stockholders of STAR and SIR may obtain free copies of the registration statement, the proxy statement/prospectus and other relevant documents filed by STAR and SIR with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by STAR and SIR with the SEC are also available free of charge on STAR’s and SIR’s website at www.steadfastreits.com.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

PARTICIPANTS IN SOLICITATION RELATING TO THE SIR MERGER

STAR and SIR and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the SIR’s stockholders, as applicable, in respect of the proposed SIR Merger. Information regarding STAR’s directors and executive officers can be found in STAR’s most recent Annual Report on Form 10-K filed on March 14, 2019. Information regarding SIR’s directors and executive officers can be found in SIR’s most recent Annual Report on Form 10-K filed on March 15, 2019. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed SIR Merger if and when they become available. These documents are available free of charge on the SEC’s website and from STAR or SIR, as applicable, using the sources indicated above.

Forward-Looking Statements

This report contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; the Company can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the risk that the proposed Mergers will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreements; the inability to obtain the SIR Stockholder Approval or the failure to satisfy the other conditions to completion of the proposed SIR Merger or STAR III Merger; risks related to disruption of management’s attention from the ongoing business operations

due to the proposed Mergers; availability of suitable investment opportunities; changes in interest rates; the availability and terms of financing; general economic conditions; market conditions; legislative and regulatory changes that could adversely affect the business of STAR or SIR; and other factors, including those set forth in the Risk Factors section of the Company’s most recent Annual Report on Form 10-K filed with the SEC, and other reports filed by the Company with the SEC, copies of which are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of August  5, 2019, by and among Steadfast Apartment REIT, Inc., Steadfast Apartment REIT Operating Partnership, L.P., SI Subsidiary, LLC, Steadfast Income REIT, Inc. and Steadfast Income REIT Operating Partnership, L.P.*
10.1	Termination Agreement, dated as of August 5, 2019, by and between Steadfast Income REIT, Inc. and Steadfast Income Advisor, LLC.
99.1	Presentation dated August 6, 2019
99.2	Letter to Stockholders
99.3	Amended and Restated Share Repurchase Program
99.4	Amended and Restated STAR Advisory Agreement, dated as of August 5, 2019, by and between Steadfast Apartment REIT, Inc. and Steadfast Apartment Advisor, LLC

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.

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: August 6, 2019	By:	/s/ Kevin J. Keating
		Kevin J. Keating
		Chief Financial Officer and Treasurer

EX-2.1

Exhibit 2.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

AMONG

STEADFAST APARTMENT REIT, INC.,

STEADFAST APARTMENT REIT OPERATING PARTNERSHIP, L.P.,

SI SUBSIDIARY, LLC,

STEADFAST INCOME REIT, INC., AND

STEADFAST INCOME REIT OPERATING PARTNERSHIP, L.P.

DATED AS OF AUGUST 5, 2019

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS			2
Section 1.1	Definitions		2
Section 1.2	Interpretation and Rules of Construction		13
ARTICLE 2 THE MERGER			14
Section 2.1	The Merger; Other Transactions		14
Section 2.2	Closing		14
Section 2.3	Effective Time		14
Section 2.4	Organizational Documents of the Surviving Entity		14
Section 2.5	Managers of the Surviving Entity		15
Section 2.6	Tax Treatment of Merger		15
ARTICLE 3 EFFECTS OF THE MERGER			15
Section 3.1	Effects of the Merger		15
Section 3.2	Restricted SIR Shares		16
Section 3.3	Exchange Agent; Exchange Procedures; Distributions with Respect to Unexchanged Shares		17
Section 3.4	Withholding Rights		19
Section 3.5	Dissenters Rights		19
Section 3.6	General Effects of the Merger		19
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SIR PARTIES			19
Section 4.1	Organization and Qualification; Subsidiaries		20
Section 4.2	Authority; Approval Required		21
Section 4.3	No Conflict; Required Filings and Consents		22
Section 4.4	Capital Structure		23
Section 4.5	SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements; Investment Company Act; Anti-Corruption Laws		24
Section 4.6	Absence of Certain Changes or Events		27
Section 4.7	No Undisclosed Liabilities		27
Section 4.8	Permits; Compliance with Law		27
Section 4.9	Litigation		28
Section 4.10	Properties		29
Section 4.11	Environmental Matters		29
Section 4.12	Material Contracts		30
Section 4.13	Taxes		33
Section 4.14	Intellectual Property		35

i

Section 4.15	Insurance	36
Section 4.16	Benefit Plans	36
Section 4.17	Related Party Transactions	37
Section 4.18	Brokers	37
Section 4.19	Opinion of Financial Advisor	37
Section 4.20	Takeover Statutes	37
Section 4.21	Information Supplied	38
Section 4.22	No Other Representations and Warranties	38
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE STAR PARTIES		39
Section 5.1	Organization and Qualification; Subsidiaries	39
Section 5.2	Authority	40
Section 5.3	No Conflict; Required Filings and Consents	41
Section 5.4	Capital Structure	42
Section 5.5	SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements; Investment Company Act; Anti-Corruption Laws	44
Section 5.6	Absence of Certain Changes or Events	46
Section 5.7	No Undisclosed Liabilities	47
Section 5.8	Permits; Compliance with Law	47
Section 5.9	Litigation	48
Section 5.10	Properties	48
Section 5.11	Environmental Matters	49
Section 5.12	Material Contracts	49
Section 5.13	Taxes	52
Section 5.14	Intellectual Property	55
Section 5.15	Insurance	55
Section 5.16	Benefit Plans	55
Section 5.17	Related Party Transactions	57
Section 5.18	Brokers	57
Section 5.19	Opinion of Financial Advisor	57
Section 5.20	Takeover Statutes	57
Section 5.21	Information Supplied	57
Section 5.22	Ownership of Merger Sub; No Prior Activities	58
Section 5.23	Financing	58
Section 5.24	No Other Representations and Warranties	58
ARTICLE 6 COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER		59
Section 6.1	Conduct of Business by SIR	59
Section 6.2	Conduct of Business by STAR	63
Section 6.3	No Control of Other Parties’ Business	68

ii

ARTICLE 7 ADDITIONAL COVENANTS		68
Section 7.1	Preparation of the Form S-4 and the Proxy Statement; Stockholder Approval	68
Section 7.2	Access to Information; Confidentiality	70
Section 7.3	No Solicitation of Transactions	71
Section 7.4	Public Announcements	77
Section 7.5	Appropriate Action; Consents; Filings	78
Section 7.6	Notification of Certain Matters; Transaction Litigation	79
Section 7.7	Indemnification; Directors’ and Officers’ Insurance	80
Section 7.8	Dividends	82
Section 7.9	Takeover Statutes	83
Section 7.10	Obligations of the Parties	83
Section 7.11	New Convertible Stock	83
Section 7.12	Tax Matters	83
Section 7.13	SIR Designee.	84
Section 7.14	Section 16 Matters.	84
Section 7.15	STAR Convertible Stock.	85
Section 7.16	SIR Convertible Stock.	85
ARTICLE 8 CONDITIONS		85
Section 8.1	Conditions to Each Party’s Obligation to Effect the Merger	85
Section 8.2	Conditions to Obligations of the STAR Parties	86
Section 8.3	Conditions to Obligations of the SIR Parties	87
ARTICLE 9 TERMINATION, FEES AND EXPENSES, AMENDMENT AND WAIVER		88
Section 9.1	Termination	88
Section 9.2	Effect of Termination	90
Section 9.3	Fees and Expenses	90
Section 9.4	Amendment	93
ARTICLE 10 GENERAL PROVISIONS		93
Section 10.1	Nonsurvival of Representations and Warranties and Certain Covenants	93
Section 10.2	Notices	93
Section 10.3	Severability	94
Section 10.4	Counterparts	95
Section 10.5	Entire Agreement; No Third-Party Beneficiaries	95
Section 10.6	Extension; Waiver	95
Section 10.7	Governing Law; Venue	95
Section 10.8	Assignment	96
Section 10.9	Specific Performance	96
Section 10.10	Waiver of Jury Trial	96
Section 10.11	Authorship	96

iii

EXHIBITS

Exhibit A – Termination Agreement

Exhibit B – Amended and Restated STAR Advisory Agreement

Exhibit C – Charter Amendment

DISCLOSURE LETTERS

STAR Disclosure Letter

SIR Disclosure Letter

iv

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of August 5, 2019 (this “Agreement”), is among Steadfast Income REIT, Inc., a Maryland corporation (“SIR”), Steadfast Income REIT Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of SIR (“SIR Operating Partnership”), Steadfast Apartment REIT, Inc., a Maryland corporation (“STAR”), SI Subsidiary, LLC, a Maryland limited liability company and a wholly owned subsidiary of STAR (“Merger Sub”), and Steadfast Apartment REIT Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of STAR (“STAR Operating Partnership”). Each of SIR, SIR Operating Partnership, STAR, Merger Sub, and STAR Operating Partnership is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.

WHEREAS, the Parties wish to effect a business combination in which SIR will be merged with and into Merger Sub (the “Merger”), with Merger Sub being the surviving company, and each share of SIR Common Stock issued and outstanding immediately prior to the Merger Effective Time that is not cancelled and retired pursuant to this Agreement will be converted into the right to receive the Merger Consideration, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Maryland General Corporation Law (the “MGCL”) and the Maryland Limited Liability Company Act (“MLLCA”);

WHEREAS, on the recommendation of the special committee (the “SIR Special Committee”) of the Board of Directors of SIR (the “SIR Board”), the SIR Board has (a) determined that this Agreement, the Charter Amendment, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of SIR and its stockholders, (b) authorized and approved this Agreement, the Charter Amendment, the Merger and the other transactions contemplated by this Agreement, (c) directed that the Merger and the Charter Amendment be submitted for consideration at the Stockholders Meeting, and (d) recommended the approval of the Merger and the Charter Amendment by the SIR stockholders;

WHEREAS, SIR, as the sole general partner of SIR Operating Partnership, has authorized and approved this Agreement and the transactions contemplated by this Agreement and determined that this Agreement and the transactions contemplated by this Agreement are advisable;

WHEREAS, on the recommendation of the special committee (the “STAR Special Committee”) of the Board of Directors of STAR (the “STAR Board”), the STAR Board has (a) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of STAR and its stockholders, and (b) authorized and approved this Agreement, the Merger and the other transactions contemplated by this Agreement;

WHEREAS, STAR, in its capacity as the sole member of Merger Sub, has taken all actions required for the execution of this Agreement by Merger Sub and to adopt and approve this Agreement and to approve the consummation by Merger Sub of the Merger and the other transactions contemplated by this Agreement;

WHEREAS, STAR, as the sole general partner of STAR Operating Partnership, has authorized and approved this Agreement and the transactions contemplated by this Agreement and determined that this Agreement and the transactions contemplated by this Agreement are advisable;

WHEREAS, for U.S. federal income tax purposes, it is intended that the Merger shall qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Code, and this Agreement is intended to be and is adopted as a “plan of reorganization” for the Merger for purposes of Sections 354 and 361 of the Code;

WHEREAS, concurrently with the execution and delivery of this Agreement, SIR, the SIR Operating Partnership, and SIR Advisor have entered into the Termination Agreement attached as Exhibit A (the “Termination Agreement”), which shall be effective at the Merger Effective Time and provides the terms of the termination of the SIR Advisory Agreement;

WHEREAS, concurrently with the execution and delivery of this Agreement, STAR, the STAR Operating Partnership and STAR Advisor have entered into the Amended and Restated STAR Advisory Agreement attached as Exhibit B, which shall be effective at the Merger Effective Time; and

WHEREAS, each of the Parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger, and to prescribe various conditions to the Merger.

NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1    Definitions.

(a)    For purposes of this Agreement:

“Acceptable Confidentiality Agreement” means a confidentiality agreement with a term of at least 18 months and that contains an 18-month standstill provision and an 18-month non-solicitation provision and that is not materially less favorable in the aggregate to SIR than the Non-Disclosure Agreement, dated as of October 31, 2018 by and between STAR and SIR.

“Action” means any claim, action, cause of action, suit, litigation, proceeding, arbitration, mediation, interference, audit, assessment, hearing, or other legal proceeding (whether sounding in contract, tort or otherwise, whether civil or criminal and whether brought, conducted, tried or heard by or before any Governmental Authority).

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“Affiliate” of a specified Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Alternative Acquisition Agreement” means any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement (other than an Acceptable Confidentiality Agreement) relating to any Acquisition Proposal.

“Anti-Corruption Laws” means (i) the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, and (ii) any anti-bribery, anti-corruption or similar applicable Law of any other jurisdiction.

“Benefit Plan” means any “employee benefit plan” (within the meaning of Section 3(3) of ERISA) and any employment, consulting, termination, severance, change in control, separation, retention equity option, equity appreciation rights, restricted equity, phantom equity, equity-based compensation, profits interest unit, outperformance, equity purchase, deferred compensation, bonus, incentive compensation, fringe benefit, health, medical, dental, disability, accident, life insurance, welfare benefit, cafeteria, vacation, paid time off, perquisite, retirement, pension, or savings or any other compensation or employee benefit plan, agreement, program, policy, practice, understanding or other arrangement, whether or not subject to ERISA.

“Book-Entry Share” means, with respect to any Party, a book-entry share registered in the transfer books of such Party.

“Business Day” means any day other than a Saturday, Sunday or any day on which banks located in New York, New York are authorized or required to be closed.

“Charter” means the charter of an entity, in each case, as amended, restated or supplemented and in effect on the date hereof.

“Charter Amendment” means that amendment to the SIR Charter, substantially in the form attached hereto as Exhibit C.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Confidentiality Agreements” means (i) the Non-Disclosure Agreement, dated as of October 31, 2018 as may be amended, by and between STAR and SIR, and (ii) the Letter Agreement, dated as of June 10, 2019, as may be amended, by and among SIR, STAR III and STAR, collectively.

“Contract” means any written or oral contract, agreement, indenture, note, bond, instrument, lease, conditional sales contract, mortgage, license, guaranty, binding commitment or other agreement.

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“Environmental Law” means any Law (including common law) relating to the pollution (or cleanup thereof) or protection of the natural resources, endangered or threatened species, or environment (including ambient air, soil, surface water, groundwater, land surface or subsurface land), or human health or safety (as such matters relate to Hazardous Substances), including Laws relating to the use, handling, presence, transportation, treatment, generation, processing, recycling, remediation, storage, disposal, release or discharge of Hazardous Substances.

“Environmental Permit” means any permit, approval, license, exemption, action, consent or other authorization issued, granted, given, authorized by or required under any applicable Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means, with respect to an entity (the “Referenced Entity”), any other entity, which, together with the Referenced Entity, would be treated as a single employer under Code Section 414 or ERISA Section 4001.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Ratio” means 0.5934 shares of STAR Common Stock for each share of SIR Common Stock, in each case as such number may be adjusted in accordance with Section 3.1(b).

“Expenses” means all expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a Party and its Affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the other agreements and documents contemplated hereby, the preparation, printing, filing and mailing of the Proxy Statement, the preparation, printing and filing of the Form S-4 and all SEC and other regulatory filing fees incurred in connection with the Proxy Statement, the solicitation of stockholder approval, engaging the services of the Exchange Agent, obtaining any third party consents, making any other filings with the SEC and all other matters related to the closing of the Merger and the other transactions contemplated by this Agreement.

“Full Termination Payment” means $20,866,122.

“Fundamental Representations” means the representations and warranties contained in Section 4.1 (Organization and Qualification; Subsidiaries); Section 4.2 (Authority; Approval Required); Section 4.3(a) (No Conflict; Required Filings and Consents); Section 4.4 (Capital Structure); Section 4.5(g) (Investment Company Act); Section 4.18 (Brokers); Section 4.19 (Opinion of Financial Advisor); Section 4.20 (Takeover Statutes); Section 5.1 (Organization and Qualification; Subsidiaries); Section 5.2 (Authority); Section 5.3(a) (No Conflict; Required Filings and Consents); Section 5.4 (Capital Structure); Section 5.5(g) (Investment Company Act); Section 5.18 (Brokers); Section 5.19 (Opinion of Financial Advisor); and Section 5.20 (Takeover Statutes).

“GAAP” means the United States generally accepted accounting principles.

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“Go Shop Termination Payment” means $8,694,218.

“Governmental Authority” means the United States (federal, state or local) government or any foreign government, or any other governmental or quasi-governmental regulatory, judicial or administrative authority, instrumentality, board, bureau, agency, commission, self-regulatory organization, arbitration panel or similar entity.

“Hazardous Substances” means (i) those materials, substances, chemicals, wastes, products, compounds, solid, liquid, gas, minerals in each case, whether naturally occurred or man-made, that is listed in, defined in or regulated under any Environmental Law, including the following federal statutes and their state and local counterparts, as each may be amended from time to time, and all regulations thereunder, including: the Comprehensive, Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.; (ii) petroleum and petroleum-derived products, including crude oil and any fractions thereof; and (iii) polychlorinated biphenyls, urea formaldehyde foam insulation, mold, methane, asbestos in any form, radioactive materials or wastes and radon.

“Indebtedness” means, with respect to any Person and without duplication, (i) the principal of and premium (if any) of all indebtedness, notes payable, accrued interest payable or other obligations for borrowed money, whether secured or unsecured, (ii) all obligations under conditional sale or other title retention agreements, or incurred as financing, in either case with respect to property acquired by such Person, (iii) all obligations issued, undertaken or assumed as the deferred purchase price for any property or assets, (iv) all obligations under capital leases, (v) all obligations in respect of bankers acceptances or letters of credit, (vi) all obligations under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof), (vii) any guarantee of any of the foregoing, whether or not evidenced by a note, mortgage, bond, indenture or similar instrument and (viii) any agreement to provide any of the foregoing.

“Intellectual Property” means all United States and foreign (i) patents, patent applications and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof, (ii) trademarks, service marks, trade dress, logos, trade names, corporate names, Internet domain names, design rights and other source identifiers, together with the goodwill symbolized by any of the foregoing, (iii) registered and unregistered copyrights and rights in copyrightable works, (iv) rights in confidential and proprietary information, including trade secrets, know-how, ideas, formulae, invention disclosure, models, algorithms and methodologies, (v) all rights in the foregoing and in other similar intangible assets, and (vi) all applications and registrations for the foregoing.

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“Investment Company Act” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

“IRS” means the United States Internal Revenue Service or any successor agency.

“Knowledge” means (i) with respect to any SIR Party, the actual knowledge of the persons named in Schedule A to the SIR Disclosure Letter and (ii) with respect to any STAR Party, the actual knowledge of the persons named in Schedule A to the STAR Disclosure Letter.

“Law” means any and all domestic (federal, state or local) or foreign laws, rules, regulations and Orders promulgated by any Governmental Authority.

“Lien” means with respect to any asset (including any security), any mortgage, deed of trust, claim, condition, covenant, lien, pledge, hypothecation, charge, security interest, preferential arrangement, option or other third party right (including right of first refusal or first offer), restriction, right of way, easement, or title defect or encumbrance of any kind in respect of such asset, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership; other than transfer restrictions arising under applicable securities Laws.

“Material Contract” means any SIR Material Contract or any STAR Material Contract, as applicable.

“Merger Sub Governing Documents” means the articles of organization and operating agreement of Merger Sub, as in effect on the date hereof.

“Order” means a judgment, injunction, order or decree of any Governmental Authority.

“Permitted Liens” means any of the following: (i) Liens for Taxes or governmental assessments, charges or claims of payment not yet due, being contested in good faith or for which adequate accruals or reserves have been established; (ii) Liens that are carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Liens arising in the ordinary course of business if the underlying obligations are not past due; (iii) with respect to any real property, Liens that are zoning regulations, entitlements or other land use or environmental regulations by any Governmental Authority that do not materially impact the intended use of the real property; (iv) with respect to SIR, Liens that are disclosed on Section 4.10 of the SIR Disclosure Letter, and with respect STAR, Liens that are disclosed on Section 5.10 of the STAR Disclosure Letter; (v) with respect to SIR, Liens that are disclosed on the consolidated balance sheet of SIR dated December 31, 2018, or notes thereto (or securing liabilities reflected on such balance sheet), and with respect to STAR, Liens that are disclosed on the consolidated balance sheet of STAR dated December 31, 2018, or notes thereto (or securing liabilities reflected on such balance sheet); (vi) with respect to SIR or STAR, arising pursuant to any Material Contracts of such Party; (vii) with respect to any real property of SIR or STAR, Liens that are recorded in a public record or disclosed on existing title policies made available to the other Party prior to the date hereof; or (viii) with respect to SIR or STAR, Liens that were incurred in the ordinary course of business since December 31, 2018 and that do not materially interfere with the use, operation or transfer of, or any of the benefits of ownership of, the property of such Party and its subsidiaries, taken as a whole.

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“Person” or “person” means an individual, corporation, partnership, limited partnership, limited liability company, group (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or other entity or organization (including any Governmental Authority or a political subdivision, agency or instrumentality of a Governmental Authority).

“Proxy Statement” means the proxy statement relating to the Stockholders Meeting together with any amendment or supplements thereto.

“REIT” shall have the meaning ascribed to it under Section 856 (among other applicable sections) of the Code.

“Representative” means, with respect to any Person, such Person’s directors, officers, employees, advisors (including attorneys, accountants, consultants, investment bankers, and financial advisors), agents and other representatives.

“SEC” means the U.S. Securities and Exchange Commission (including the staff thereof).

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“SIR Advisor” means Steadfast Income Advisor, LLC, a Delaware limited liability company and the external investment advisor to SIR and SIR Operating Partnership.

“SIR Advisory Agreement” means the Amended and Restated Advisory Agreement by and among SIR, SIR Operating Partnership and SIR Advisor, dated as of May 4, 2010, as amended and restated.

“SIR Bylaws” means the Bylaws of SIR, as amended and in effect on the date hereof.

“SIR Charter” means the Charter of SIR.

“SIR Equity Incentive Plan” means SIR’s 2009 Long-Term Incentive Plan (including SIR’s Independent Directors Compensation Plan).

“SIR Governing Documents” means the SIR Bylaws, the SIR Charter, the certificate of limited partnership of SIR Operating Partnership, and the SIR Partnership Agreement.

“SIR Material Adverse Effect” means any event, circumstance, change, effect, development, condition or occurrence that, individually or in the aggregate, (i) would have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of SIR and the SIR Subsidiaries, taken as a whole, or (ii) would prevent or materially impair the ability of the SIR Parties to consummate the Merger before the Outside Date; provided, that, for purposes of the foregoing clause (i), “SIR Material Adverse Effect” shall not include any event, circumstance, change, effect, development, condition or occurrence to the

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extent arising out of or resulting from (A) any failure of SIR to meet any projections or forecasts or any estimates of earnings, revenues or other metrics for any period (provided, that any event, circumstance, change, effect, development, condition or occurrence giving rise to such failure may be taken into account in determining whether there has been a SIR Material Adverse Effect), (B) any changes that generally affect the multifamily industry in which SIR operates, (C) any changes in the United States or global economy or capital, financial or securities markets generally, including changes in interest or exchange rates, (D) any changes in the legal, regulatory or political conditions in the United States or in any other country or region of the world, (E) the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of terrorism or sabotage occurring after the date hereof, (F) the execution and delivery of this Agreement, or the public announcement of the Merger or the other transactions contemplated by this Agreement, (G) the taking of any action expressly required by this Agreement, or the taking of any action at the written request or with the prior written consent of STAR, (H) earthquakes, hurricanes, floods or other natural disasters, (I) changes in Law or GAAP (or the interpretation thereof), or (J) any Action made or initiated by any holder of SIR Common Stock, including any derivative claims, arising out of or relating to this Agreement or the transactions contemplated by this Agreement, which in the case of each of clauses (B), (C), (D), (E), (H) and (I) do not disproportionately affect SIR and the SIR Subsidiaries, taken as a whole, relative to others in the industry and in the geographic regions in which SIR and the SIR Subsidiaries operate.

“SIR OP Interests” means the limited partnership interests in SIR Operating Partnership.

“SIR Parties” means SIR and SIR Operating Partnership.

“SIR Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership, dated as of September 28, 2009, of the SIR Operating Partnership, as amended through the date hereof.

“SIR Properties” means each real property, or interest therein, owned, or leased (including ground leased) as lessee or sublessee, by SIR or any SIR Subsidiary as of the date of this Agreement (including all of SIR’s or any SIR Subsidiary’s right, title and interest in and to buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property).

“SIR SRP” means SIR’s share repurchase program.

“SIR Subsidiary” means (a) any corporation of which more than fifty percent (50%) of the outstanding voting securities is, directly or indirectly, owned by SIR, and (b) any partnership, limited liability company, joint venture or other entity of which more than fifty percent (50%) of the total equity interest is, directly or indirectly, owned by SIR or of which SIR or any SIR Subsidiary is a general partner, manager, managing member or the equivalent, including the SIR Operating Partnership.

“STAR Advisor” means Steadfast Apartment Advisor, LLC, a Delaware limited liability company and the external investment advisor to STAR.

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“STAR Advisory Agreement” means the Amended and Restated Advisory Agreement, as amended, dated as of November 26, 2010, by and among STAR, STAR Operating Partnership and the STAR Advisor.

“STAR Bylaws” means the Bylaws of STAR, as amended and in effect on the date hereof.

“STAR Charter” means the Charter of STAR.

“STAR DRP” means the distribution reinvestment plan of STAR.

“STAR Equity Incentive Plan” means STAR’s 2010 Restricted Share Plan, as may be amended.

“STAR Governing Documents” means the STAR Bylaws, the STAR Charter, the certificate of limited partnership of the STAR Operating Partnership and the STAR Partnership Agreement.

“STAR III Merger Agreement” means the Agreement and Plan of Merger dated as of the date hereof among STAR, STAR Operating Partnership, SIII Subsidiary, LLC, Steadfast Apartment REIT III, Inc., and Steadfast Apartment REIT III Operating Partnership, L.P.

“STAR Material Adverse Effect” means any event, circumstance, change, effect, development, condition or occurrence that, individually or in the aggregate, (i) would have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of STAR and the STAR Subsidiaries, taken as a whole, or (ii) would prevent or materially impair the ability of STAR Parties to consummate the Merger before the Outside Date; provided, that, for purposes of the foregoing clause (i), “STAR Material Adverse Effect” shall not include any event, circumstance, change, effect, development, condition or occurrence to the extent arising out of or resulting from (A) any failure of STAR to meet any projections or forecasts or any estimates of earnings, revenues or other metrics for any period (provided, that any event, circumstance, change, effect, development, condition or occurrence giving rise to such failure may be taken into account in determining whether there has been a STAR Material Adverse Effect), (B) any changes that generally affect the multifamily industry in which STAR operates, (C) any changes in the United States or global economy or capital, financial or securities markets generally, including changes in interest or exchange rates, (D) any changes in the legal, regulatory or political conditions in the United States or in any other country or region of the world, (E) the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of terrorism or sabotage occurring after the date hereof, (F) the execution and delivery of this Agreement, or the public announcement of the Merger or the other transactions contemplated by this Agreement, (G) the taking of any action expressly required by this Agreement, or the taking of any action at the written request or with the prior written consent of SIR, (H) earthquakes, hurricanes, floods or other natural disasters, (I) changes in Law or GAAP (or the interpretation thereof), or (J) any Action made or initiated by any holder of STAR Common Stock, including any derivative claims, arising out of or relating to this Agreement or the transactions contemplated by this Agreement, which in the case of each of clauses (B), (C), (D), (E), (H) and (I) do not disproportionately affect STAR and the STAR Subsidiaries, taken as a whole, relative to others in the industry and in the geographic regions in which STAR and the STAR Subsidiaries operate.

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“STAR OP Interests” means the units of limited partnership interests in the STAR Operating Partnership.

“STAR Parties” means STAR, Merger Sub and STAR Operating Partnership.

“STAR Partnership Agreement” means the Limited Partnership Agreement of the STAR Operating Partnership dated as of September 3, 2013, as amended through the date hereof.

“STAR Properties” means each real property, or interest therein, owned, or leased (including ground leased) as lessee or sublessee, by STAR or any STAR Subsidiary as of the date of this Agreement (including all of STAR’s or any STAR Subsidiary’s right, title and interest in and to buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property).

“STAR SRP” means STAR’s share repurchase plan.

“STAR Subsidiary” means (a) any corporation of which more than fifty percent (50%) of the outstanding voting securities is, directly or indirectly, owned by STAR, and (b) any partnership, limited liability company, joint venture or other entity of which more than fifty percent (50%) of the total equity interest is, directly or indirectly, owned by STAR or of which STAR or any STAR Subsidiary is a general partner, manager, managing member or the equivalent, including the STAR Operating Partnership.

“Stockholder Approval” means the affirmative vote of the holders of a majority of the outstanding shares of SIR Common Stock entitled to vote at the Stockholders Meeting on the Merger and Charter Amendment, provided that, for purposes of the Merger, holders of those shares of SIR Common Stock owned by the SIR Advisor, any director of SIR and any of their respective Affiliates have agreed not to vote on the Merger.

“Stockholders Meeting” means the meeting of the holders of shares of SIR Common Stock exclusively for the purpose of seeking the Stockholder Approval, including any postponement or adjournment thereof.

“Tax” or “Taxes” means any federal, state, local and foreign income, gross receipts, capital gains, withholding, property, recording, stamp, transfer, sales, use, abandoned property, escheat, franchise, employment, payroll, excise, environmental and any other taxes, duties, assessments or similar governmental charges, together with penalties, interest or additions imposed with respect to such amounts by the U.S. or any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or any other basis.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes filed or required to be filed with a Governmental Authority, including any schedule or attachment thereto, and including any amendment thereof.

“Termination Payment” means either the Go Shop Termination Payment or the Full Termination Payment, as applicable.

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“Wholly Owned SIR Subsidiary” means the SIR Operating Partnership and any wholly owned subsidiary of SIR or the SIR Operating Partnership.

“Wholly Owned STAR Subsidiary” means STAR Operating Partnership and any wholly owned subsidiary of STAR or the STAR Operating Partnership.

(b)    In addition to the terms defined in Section 1.1(a), the following terms have the respective meanings set forth in the sections set forth below opposite such term:

Defined Term	Location of Definition
Acquisition Proposal	Section 7.3(i)(i)
Adverse Recommendation Change	Section 7.3(d)
Agreement	Preamble
Articles of Merger	Section 2.3
Closing	Section 2.2
Closing Date	Section 2.2
Escrow Agreement	Section 9.3(f)
Exchange	Section 7.11
Exchange Agent	Section 3.3(a)
Exchange Fund	Section 3.3(a)
Form S-4	Section 7.1(a)
Go Shop Bidder	Section 7.3(a)
Go Shop Period End Time	Section 7.3(a)
Indemnified Parties	Section 7.7(b)
Interim Period	Section 6.1(a)
Letter of Transmittal	Section 3.3(b)
Merger	Recitals
Merger Consideration	Section 3.1(a)(i)
Merger Effective Time	Section 2.3
Merger Sub	Preamble
MGCL	Recitals
MLLCA	Recitals
Morrison	Section 7.12(b)
New Convertible Stock	Section 7.11
Outside Date	Section 9.1(b)(i)
Party(ies)	Preamble
Pdf	Section 10.4
Permits	Section 4.8(a)
Qualified REIT Subsidiary	Section 4.1(c)
Qualifying REIT Income	Section 9.3(f)(i)
Registered Securities Restricted SIR Share Restricted SIR Share Award	Section 7.1(a) Section 3.2(a) Section 3.2(a)
Sarbanes-Oxley Act	Section 4.5(a)
SDAT	Section 2.3

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Defined Term	Location of Definition
SIR	Preamble
SIR Board	Recitals
SIR Board Recommendation	Section 4.2(c)
SIR Change Notice	Section 7.3(e)(i)
SIR Common Stock	Section 4.4(a)
SIR Convertible Stock	Section 4.4(a)
SIR Designee	Section 7.13
SIR Disclosure Letter	Article 4
SIR Financial Advisor	Section 4.19
SIR Insurance Policies	Section 4.15
SIR Material Contract	Section 4.12(b)
SIR Operating Partnership	Preamble
SIR Organizational Documents	Section 7.7(b)
SIR Permits	Section 4.8(a)
SIR Preferred Stock	Section 4.4(a)
SIR Related Party Agreements	Section 4.17
SIR SEC Documents	Section 4.5(a)
SIR Special Committee	Recitals
SIR Subsidiary Partnership	Section 4.13(h)
SIR Tax Protection Agreements	Section 4.13(h)
SIR Terminating Breach	Section 9.1(d)(i)
SIR Voting Debt	Section 4.4(d)
STAR	Preamble
STAR Board	Recitals
STAR Common Stock	Section 5.4(a)
STAR Convertible Stock	Section 5.4(a)
STAR Disclosure Letter	Article 5
STAR Financial Advisor	Section 5.19
STAR Insurance Policies	Section 5.15
STAR Material Contract	Section 5.12(b)
STAR Operating Partnership	Preamble
STAR Permits	Section 5.8(a)
STAR Preferred Stock	Section 5.4(a)
STAR Related Party Agreements	Section 5.17
STAR SEC Documents	Section 5.5(a)
STAR Special Committee	Recitals
STAR Subsidiary Partnership	Section 5.13(h)
STAR Tax Protection Agreements	Section 5.13(h)
STAR Terminating Breach	Section 9.1(c)(i)
STAR Voting Debt	Section 5.4(d)
Superior Proposal	Section 7.3(i)(ii)
Surviving Entity	Section 2.1
Takeover Statutes	Section 4.20
Taxable REIT Subsidiary	Section 4.1(c)
Termination Agreement	Recitals

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Defined Term	Location of Definition
Termination Payee	Section 9.3(e)
Termination Payor	Section 9.3(e)
Transfer Taxes	Section 7.12(d)

Section 1.2    Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a)    when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or Exhibit or Schedule to, this Agreement unless otherwise indicated;

(b)    the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limiting the generality of the foregoing” unless expressly provided otherwise;

(d)    “or” shall be construed in the inclusive sense of “and/or”;

(e) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement, except to the extent otherwise specified;

(f)    all references herein to “$” or dollars shall refer to United States dollars;

(g) no specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty;

(h)    it is the intent of the Parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative;

(i) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” and similar in nature and magnitude to actions customarily taken without any authorization by the board of directors in the course of normal day-to-day operations whether or not such words actually follow such phrase;

(j)    references to a Person are also to its successors and permitted assigns;

(k)    any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified;

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(l)    all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein; and

(m)    the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.

ARTICLE 2

THE MERGER

Section 2.1    The Merger; Other Transactions. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the MGCL and MLLCA, at the Merger Effective Time, SIR shall be merged with and into Merger Sub, whereupon the separate existence of SIR will cease, with Merger Sub surviving the Merger (Merger Sub, as the surviving entity upon consummation of the Merger, the “Surviving Entity”), such that following the Merger, the Surviving Entity will be a wholly owned subsidiary of STAR. The Merger shall have the effects set forth in the applicable provisions of the MGCL, the MLLCA and this Agreement.

Section 2.2    Closing. The closing of the Merger (the “Closing”) will take place (a) by electronic exchange of documents and signatures at 10:00 a.m., Eastern time no later than the third (3^rd) Business Day after all the conditions set forth in Article 8 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or valid waiver of such conditions) shall have been satisfied or validly waived by the Party entitled to the benefit of such condition (subject to applicable Law), or (b) such other place or date as may be agreed in writing by SIR and STAR. The date on which Closing actually takes place is referred to herein as the “Closing Date”.

Section 2.3    Effective Time. On the Closing Date, SIR, STAR and Merger Sub shall (i) cause articles of merger with respect to the Merger to be duly executed and filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL and MLLCA (the “Articles of Merger”) and (ii) make any other filings, recordings or publications required to be made by SIR, STAR or the Surviving Entity under the MGCL or MLLCA in connection with the Merger. The Merger shall become effective at such time as the Articles of Merger are accepted for record by the SDAT or on such other date and time (not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT) as specified in the Articles of Merger (such date and time, the “Merger Effective Time”), it being understood and agreed that the Parties shall cause the Merger Effective Time to occur on the Closing Date. The Articles of Merger shall provide that the name of the Surviving Entity shall be “SI SUBSIDIARY, LLC.”

Section 2.4    Organizational Documents of the Surviving Entity.

(a)    At the Merger Effective Time, the STAR Charter shall remain in effect as the charter of STAR until thereafter amended in accordance with applicable Law and the applicable provisions of the STAR Charter.

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(b)    At the Merger Effective Time and by virtue of the Merger, (i) the articles of organization of the Merger Sub shall be the articles of organization of the Surviving Entity, until thereafter amended in accordance with applicable Law and the applicable provisions of such articles of organization, and (ii) the operating agreement of the Merger Sub shall be the operating agreement of the Surviving Entity, until thereafter amended in accordance with applicable Law and the applicable provisions of the Surviving Entity’s articles of organization and operating agreement.

Section 2.5    Managers of the Surviving Entity. At the Merger Effective Time, by virtue of the Merger, STAR shall serve as the manager of the Surviving Entity.

Section 2.6    Tax Treatment of Merger. The Parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes) the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall be, and is hereby adopted as, a plan of reorganization for purposes of Section 354 and 361 of the Code. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Merger described in this Section 2.6, and no Party shall take a position inconsistent with such treatment.

ARTICLE 3

EFFECTS OF THE MERGER

Section 3.1    Effects of the Merger.

(a)    The Merger. At the Merger Effective Time and by virtue of the Merger and without any further action on the part of SIR, STAR or Merger Sub or the holders of any securities of SIR, STAR or Merger Sub:

(i)    Except as provided in Section 3.1(a)(ii) and Section 3.1(a)(iii) and subject to Section 3.1(b), Section 3.1(d) and Section 3.4, each share of SIR Common Stock outstanding immediately prior to the Merger Effective Time will be converted into the right to receive from STAR for each share of SIR Common Stock, the number of shares of STAR Common Stock equal to the Exchange Ratio, subject to the treatment of fractional shares of STAR Common Stock in accordance with Section 3.1(d) (the “Merger Consideration”); from and after the Merger Effective Time, all such shares of SIR Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a share of SIR Common Stock, including any Restricted SIR Share, shall cease to have any rights with respect thereto, except for the right to receive the Merger Consideration therefor in accordance with this Agreement;

(ii)    Each share of SIR Common Stock, if any, then held by any Wholly Owned SIR Subsidiary shall automatically be retired and shall cease to exist, and no Merger Consideration shall be paid, nor shall any other payment or right inure or be made with respect thereto in connection with or as a consequence of the Merger;

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(iii)    Each share of SIR Common Stock, if any, then held by STAR or any Wholly Owned STAR Subsidiary shall no longer be outstanding and shall automatically be retired and shall cease to exist, and no Merger Consideration shall be paid, nor shall any other payment or right inure or be made with respect thereto in connection with or as a consequence of the Merger; and

(iv)    Each membership interest of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall remain the only issued and outstanding membership interests of the Surviving Entity and STAR shall remain the sole member of Merger Sub.

(b)    Adjustment of the Merger Consideration. Between the date of this Agreement and the Merger Effective Time, if either of STAR or SIR should split, combine or otherwise reclassify the STAR Common Stock or the SIR Common Stock or makes a dividend or other distribution in shares of the STAR Common Stock or the SIR Common Stock (including any dividend or other distribution of securities convertible into STAR Common Stock or SIR Common Stock) or engages in a reclassification, reorganization, recapitalization or exchange or other like change, then (without limiting any other rights of the Parties hereunder), the Exchange Ratio shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Exchange Ratio shall be deemed to be the Exchange Ratio as so adjusted.

(c)    Transfer Books. From and after the Merger Effective Time, the share transfer books of SIR shall be closed, and thereafter there shall be no further registration of transfers of SIR Common Stock. From and after the Merger Effective Time, Persons who held outstanding SIR Common Stock immediately prior to the Merger Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for in this Agreement or by applicable Law. On or after the Merger Effective Time, any Book-Entry Shares of SIR Common Stock presented to the Exchange Agent, STAR, the Surviving Entity or the transfer agent shall be exchanged for the Merger Consideration with respect to SIR Common Stock formerly represented thereby.

(d)    Fractional Shares. No scrip representing fractional shares of STAR Common Stock shall be issued upon the surrender for exchange of Book-Entry Shares in excess of 1/10,000^th of a share and, in lieu of receiving any such excess fractional share of STAR Common Stock, the number of shares such holder shall be entitled to receive shall be rounded up to the nearest 1/10,000^th of a share.

Section 3.2    Restricted SIR Shares.

(a)    As of the Merger Effective Time, each Restricted SIR Share granted under the SIR Equity Incentive Plan on which restrictions have not yet lapsed (“Restricted SIR Share”) and which is outstanding immediately prior to the Merger Effective Time (“Restricted SIR Share Award”) shall cease to represent any rights with respect to shares of SIR Common Stock pursuant to the terms of the applicable SIR Equity Incentive Plan or the related Restricted SIR Share Award agreement by reason of the Merger, and the holder thereof shall be entitled to the Merger Consideration as set forth in Section 3.1(a)(i). The number of shares of SIR Common Stock subject

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to each such Restricted SIR Share Award shall be equal to the product of (x) the total number of shares of SIR Common Stock subject to the Restricted SIR Share Award multiplied by (y) the Exchange Ratio, rounded up to the nearest share of SIR Common Stock. STAR or SIR, as applicable, shall be entitled to deduct and withhold such amounts as may be required to be deducted and withheld under the Code and any applicable state or local Tax laws with respect to the lapsing of any restrictions on Restricted SIR Share Awards pursuant to this Section 3.2(a).

(b)    Prior to the Merger Effective Time, SIR, the SIR Board, STAR, and the STAR Board shall adopt any resolutions and take any actions (including obtaining consents or providing any required or advisable notices) necessary to effectuate the provisions of this Section 3.2.

Section 3.3    Exchange Agent; Exchange Procedures; Distributions with Respect to Unexchanged Shares.

(a)    Prior to the Merger Effective Time, STAR shall appoint DST Systems, Inc. as the exchange agent (or any successor exchange agent for SIR, (the “Exchange Agent”) to act as the agent for the purpose of paying the Merger Consideration for the Book-Entry Shares. At or promptly following the Merger Effective Time, STAR shall deposit with the Exchange Agent for the sole benefit of the holders of shares of SIR Common Stock, for exchange in accordance with this Article 3, Book-Entry shares representing shares of STAR Common Stock to be issued pursuant to Section 3.1(a)(i) equal to the aggregate Merger Consideration (the “Exchange Fund”). In addition to the foregoing, after the Merger Effective Time on the appropriate payment date, if applicable, STAR shall provide or shall cause to be provided to the Exchange Agent any dividends or other distributions payable on such shares of STAR Common Stock, with both a record and payment date after the Merger Effective Time and prior to the surrender of the SIR Common Stock in exchange for the Merger Consideration, pursuant to Section 3.3(d), such dividends or other distributions shall be deemed to be part of the Exchange Fund. STAR shall cause the Exchange Agent to make, and the Exchange Agent shall make delivery of, the Merger Consideration out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose.

(b)    As soon as reasonably practicable after the Merger Effective Time (but in no event later than two (2) Business Days thereafter), STAR shall cause the Exchange Agent to mail (and to make available for collection by hand) to each holder of record of a Book-Entry Share representing shares of SIR Common Stock (A) a letter of transmittal (a “Letter of Transmittal”) in customary form as prepared by STAR and reasonably acceptable to the SIR Special Committee (which shall specify, among other things, that delivery shall be effected, and risk of loss and title to the Book-Entry Shares, as applicable, shall pass, only upon proper transfer of any Book-Entry Shares to the Exchange Agent) and (B) instructions for use in effecting the transfer of Book-Entry Shares in exchange for the Merger Consideration into which the number of shares of SIR Common Stock previously represented by Book-Entry Share shall have been converted pursuant to this Agreement.

(c)    Upon (A) transfer of any Book-Entry Share representing shares of SIR Common Stock to the Exchange Agent, together with a properly completed and validly executed

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Letter of Transmittal or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of transfer of a Book-Entry Share, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Share representing shares of SIR Common Stock shall be entitled to receive in exchange therefor (i) the Merger Consideration into which such shares of SIR Common Stock shall have been converted pursuant to this Agreement and (ii) certain dividends and distributions in accordance with Section 3.3(a) and Section 3.3(d), if any, after the Exchange Agent’s receipt of such Book-Entry Share or “agent’s message” or other evidence, and the Book-Entry Share so transferred shall be forthwith cancelled. The Exchange Agent shall accept such Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. Until surrendered or transferred as contemplated by this Section 3.3, each Book-Entry Share representing shares of SIR Common Stock shall be deemed, at any time after the Merger Effective Time to represent only the right to receive, upon such surrender, the Merger Consideration as contemplated by this Article 3. No interest shall be paid or accrued for the benefit of holders of the Book-Entry Shares on the Merger Consideration payable upon the surrender of the Book-Entry Shares.

(d)    No dividends or other distributions declared or made after the Merger Effective Time with respect to STAR Common Stock with a record date after the Merger Effective Time shall be paid to any holder entitled by reason of the Merger to receive Book-Entry shares representing STAR Common Stock until such holder shall have transferred its Book-Entry Share pursuant to this Section 3.3. Subject to applicable Law, following surrender of any such Book-Entry shares, such holder shall be paid, in each case, without interest, (i) the amount of any dividends or other distributions theretofore paid with respect to the shares of STAR Common Stock represented by the Book-Entry shares received by such holder and having a record date on or after the Merger Effective Time and a payment date prior to such surrender and (ii) at the appropriate payment date or as promptly as practicable thereafter, the amount of any dividends or other distributions payable with respect to such shares of STAR Common Stock and having a record date on or after the Merger Effective Time but prior to such surrender and a payment date on or after such surrender.

(e)    In the event of a transfer of ownership of shares of SIR Common Stock that is not registered in the transfer records of SIR, it shall be a condition of payment that any Book-Entry Share transferred in accordance with the procedures set forth in this Section 3.3 shall be properly endorsed or shall be otherwise in proper form for transfer, and that the Person requesting such payment shall have paid any Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Book-Entry Share transferred or shall have established to the reasonable satisfaction of STAR that such Tax either has been paid or is not applicable.

(f)    Any portion of the Exchange Fund that remains undistributed to the holders of SIR Common Stock for six (6) months after the Merger Effective Time shall be delivered to STAR upon demand, and any former holders of SIR Common Stock prior to the Merger who have not theretofore complied with this Article 3 shall thereafter look only to STAR for payment of their claims (as general conditions) with respect thereto.

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(g)    None of the STAR Parties, the SIR Parties, the Surviving Entity, the Exchange Agent, or any employee, officer, director, agent or Affiliate of such entities, shall be liable to any Person in respect of the Merger Consideration if the Exchange Fund (or the appropriate portion thereof) has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of any shares of SIR Common Stock immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of STAR free and clear of any claims or interest of such holders or their successors, assigns or personal representatives previously entitled thereto.

Section 3.4    Withholding Rights. Each and any STAR Party, SIR Party, the Surviving Entity, or the Exchange Agent, as applicable, shall be entitled to deduct and withhold from the Merger Consideration and any other amounts otherwise payable pursuant to this Agreement to any holder of SIR Common Stock such amounts as it is required to deduct and withhold with respect to such payments under the Code or any other provision of state, local or foreign Tax Law. Any such amounts so deducted and withheld shall be paid over to the applicable Governmental Authority in accordance with applicable Law and shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Section 3.5    Dissenters Rights. No dissenters’ or appraisal rights shall be available with respect to the Merger or the other transactions contemplated by this Agreement.

Section 3.6    General Effects of the Merger. At the Merger Effective Time, the effect of the Merger shall be as set forth in this Agreement and the Articles of Merger and as provided in the applicable provisions of the MGCL and the MLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, all of the property, rights, privileges, powers and franchises of SIR and Merger Sub shall vest in the Surviving Entity, and all debts, liabilities and duties of SIR and Merger Sub shall become the debts, liabilities and duties of the Surviving Entity.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE SIR PARTIES

Except (a) as set forth in the disclosure letter prepared by the SIR Parties and delivered by the SIR Parties to the STAR Parties prior to the execution and delivery of this Agreement (the “SIR Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the SIR Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other Sections be cross-referenced); provided, that no disclosure shall qualify any Fundamental Representation unless it is set forth in the specific section or subsection of the SIR Disclosure Letter corresponding to such Fundamental Representation; provided further, that nothing in the SIR Disclosure Letter is intended to broaden the scope of any representation or warranty of the

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SIR Parties made herein) or (b) as disclosed in the SIR SEC Documents publicly available, filed with, or furnished to, as applicable, the SEC on or after March 31, 2019 and prior to the date of this Agreement (excluding any information or documents incorporated by reference therein or filed as exhibits thereto and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, non-specific, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such SIR SEC Documents to a matter covered by a representation or warranty set forth in this Article 4 is reasonably apparent on its face; provided, that the disclosures in the SIR SEC Documents shall not be deemed to qualify (i) any Fundamental Representations, which matters shall only be qualified by specific disclosure in the respective corresponding Section of the SIR Disclosure Letter, and (ii) Section 4.5(a)-(b) (SEC Documents; Financial Statements), Section 4.6(c) (Absence of Certain Changes or Events) and Section 4.7 (No Undisclosed Liabilities), the SIR Parties hereby jointly and severally represent and warrant as of the date hereof (except to the extent that such representations and warranties expressly relate to another date, in which case as of such other date) to the STAR Parties that:

Section 4.1    Organization and Qualification; Subsidiaries.

(a)    SIR is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and has the requisite corporate power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. SIR is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a SIR Material Adverse Effect.

(b)    Each SIR Subsidiary is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each SIR Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a SIR Material Adverse Effect.

(c)    Section 4.1(c) of the SIR Disclosure Letter sets forth a true and complete list of the SIR Subsidiaries and their respective jurisdictions of incorporation or organization, as the case may be, the jurisdictions in which SIR and the SIR Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by SIR in each SIR Subsidiary, including a list of each SIR Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”) and each SIR Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary.

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(d)    Neither SIR nor any SIR Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the SIR Subsidiaries and investments in short-term investment securities).

(e)    SIR has made available to STAR complete and correct copies of the SIR Governing Documents. Each of SIR and the SIR Operating Partnership is in compliance with the terms of its SIR Governing Documents in all material respects. True and complete copies of SIR’s and the SIR Operating Partnership’s minute books, as applicable, have been made available by SIR to STAR.

(f)    SIR has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the SIR Charter, which exemption or Excepted Holder Limit is currently in effect.

Section 4.2    Authority; Approval Required.

(a)    Each of the SIR Parties has the requisite corporate or limited partnership power and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by each of the SIR Parties and the consummation by the SIR Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate and limited partnership action, and no other corporate or limited partnership proceedings on the part of the SIR Parties are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject to receipt of the Stockholder Approval, the filing of Articles of Amendment relating to the Charter Amendment with, and acceptance for record of such Articles of Amendment, by the SDAT and the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT.

(b)    This Agreement has been duly executed and delivered by the SIR Parties, and assuming due authorization, execution and delivery by the STAR Parties, constitutes a legally valid and binding obligation of the SIR Parties, enforceable against the SIR Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(c)    On the recommendation of the SIR Special Committee, the SIR Board (including a majority of directors and independent directors not otherwise interested in the Merger) (i) determined that the terms of this Agreement, the Merger, the Charter Amendment and the other transactions contemplated by this Agreement are advisable and in the best interest of SIR and, with respect to this Agreement and the Merger, are fair and reasonable to SIR and on terms and conditions no less favorable to SIR than those available from unaffiliated third parties, and

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(ii) approved, authorized and adopted this Agreement, the Merger, the Charter Amendment and the other transactions contemplated by this Agreement, (iii) directed that the Merger and the Charter Amendment be submitted to a vote of the holders of SIR Common Stock and (iv) except as may be permitted pursuant to Section 7.3, resolved to include the SIR Board recommendation to holders of SIR Common Stock to vote in favor of approval of the Merger and the Charter Amendment (such recommendation, the “SIR Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3.

(d)    The Stockholder Approval is the only vote of the holders of securities of SIR or the SIR Operating Partnership required to approve the Merger, the Charter Amendment and the other transactions contemplated by this Agreement.

Section 4.3    No Conflict; Required Filings and Consents.

(a)    The execution and delivery of this Agreement by each of the SIR Parties do not, and the performance of this Agreement and its obligations hereunder will not, (i) assuming receipt of the Stockholder Approval, conflict with or violate any provision of (A) the SIR Governing Documents or (B) any equivalent organizational or governing documents of any other SIR Subsidiary, (ii) assuming that all consents, approvals, authorizations and permits described in Section 4.3(b) have been obtained, all filings and notifications described in Section 4.3(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to SIR or any SIR Subsidiary or by which any property or asset of SIR or any SIR Subsidiary is bound, or (iii) require any consent or approval except as contemplated by Section 4.3(b) under, result in any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of SIR or any SIR Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to any other Person any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of SIR or any SIR Subsidiary pursuant to, any Contract or Permit to which SIR or any SIR Subsidiary is a party, except, as to clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not reasonably be expected to have a SIR Material Adverse Effect.

(b)    Except as set forth in Section 4.3(b) of the SIR Disclosure Letter, no consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SIR or any SIR Subsidiary in connection with the execution, delivery and performance by the SIR Parties of this Agreement. As of the date hereof, to the Knowledge of SIR, the SIR Parties are not aware of any reason why the necessary approvals referenced in the preceding sentence will not be received in order to permit consummation of the Merger on a timely basis. The execution and delivery of this Agreement by each of the SIR Parties do not, and the performance of this Agreement and its obligations hereunder will not, (i) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any applicable Law, any Contract or other instrument or agreement of SIR or any SIR

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Subsidiary or to which SIR, any SIR Subsidiary or any of their Properties is subject or bound, or (ii) require SIR or SIR Subsidiary to obtain any consent or approval under any such law, Contract or other instrument or agreement, except for (A) the Proxy Statement, the Form S-4 and the declaration of effectiveness of the Form S-4, and such reports under, and other compliance with, the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (B) the filing of the Articles of Amendment relating to the Charter Amendment with, and the acceptance for record of such Articles of Amendment by, the SDAT, (C) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT pursuant to the MGCL and the MLLCA, (D) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (E) the consents, authorizations, orders or approvals of each Governmental Authority or third party listed in Section 4.3(b) of the SIR Disclosure Letter and (F) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications which, individually or in the aggregate, would not reasonably be expected to have a SIR Material Adverse Effect.

Section 4.4    Capital Structure.

(a)    The authorized capital stock of SIR consists of 1,100,000,000 shares of capital stock, of which 999,999,000 shares are designated as common stock with par value of $0.01 per share (“SIR Common Stock”), 100,000,000 shares are designated as preferred stock with a par value of $0.01 per share (“SIR Preferred Stock”) and 1,000 shares are designated as non-participating, non-voting convertible stock with par value of $0.01 per share (“SIR Convertible Stock”). At the close of business on August 1, 2019, (i) 73,984,015 shares of SIR Common Stock were issued and outstanding, (ii) no shares of SIR Preferred Stock were issued and outstanding, (iii) 1,000 shares of SIR Convertible Stock were issued and outstanding, (iv) 898,500 shares of SIR Common Stock were available for grant under the SIR Equity Incentive Plan, and (v) zero shares of SIR Common Stock were reserved for issuance upon redemption of SIR OP Interests. All of the outstanding shares of capital stock of SIR are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with applicable securities Laws. Except as set forth in this Section 4.4, there is no other outstanding capital stock of SIR.

(b)    At the close of business on August 1, 2019, no SIR OP Interests were issued and outstanding. Section 4.4(b) of the SIR Disclosure Letter sets forth a list of all of the partners of SIR Operating Partnership as of the date hereof, together with the amount of SIR OP Interests held by each such partner. All the SIR OP Interests held by SIR are directly owned by SIR or a Wholly Owned SIR Subsidiary, free and clear of all Liens other than Permitted Liens and free of preemptive rights. All of the SIR OP Interests are duly authorized and validly issued and were issued in compliance with applicable securities Laws.

(c)    All of the outstanding shares of capital stock of each of the SIR Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the SIR Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the SIR Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. SIR owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the SIR Subsidiaries, free and clear of all Liens, other than Permitted Liens, and free of preemptive rights.

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(d)    There are no bonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) of SIR or any SIR Subsidiary issued and outstanding (“SIR Voting Debt”). Except as set forth in Section 4.4(d) of the SIR Disclosure Letter, there are no outstanding subscriptions, securities options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments of any kind to which SIR or any of the SIR Subsidiaries is a party or by which any of them is bound obligating SIR or any of the SIR Subsidiaries to (i) issue, transfer or sell or create, or cause to be issued, transferred or sold or created any additional shares of capital stock or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of SIR or any SIR Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such subscriptions, options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities or other similar rights, agreements, arrangements, undertakings or commitments or (iii) redeem, repurchase or otherwise acquire any such shares of capital stock, SIR Voting Debt or other equity interests.

(e)    Neither SIR nor any SIR Subsidiary is a party to or bound by any Contracts concerning the voting (including voting trusts and proxies) of any capital stock of SIR or any of the SIR Subsidiaries. Neither SIR nor any SIR Subsidiary has granted any registration rights on any of its capital stock other than as set forth in Section 4.4(e) of the SIR Disclosure Letter. No SIR Common Stock is owned by any SIR Subsidiary.

(f)    SIR does not have a “poison pill” or similar stockholder rights plan.

(g)    All dividends or other distributions on the shares of SIR Common Stock or SIR OP Interests and any material dividends or other distributions on any securities of any SIR Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Section 4.5    SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements; Investment Company Act; Anti-Corruption Laws.

(a)    SIR has timely filed with, or furnished (on a publicly available basis) to the SEC, all forms, documents, certifications, statements, schedules, registration statements, prospectuses, reports and exhibits required to be filed or furnished by SIR under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Sarbanes-Oxley Act”)) since January 1, 2016 (the forms, documents, financial statements (including those referenced in Section 4.5(d)) and reports filed with the SEC since January 1, 2016 and those filed with the SEC since the date of this Agreement, if any, including any amendments thereto, the “SIR SEC Documents”). SIR has timely paid all fees due in connection with any SIR SEC Document.

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As of their respective filing dates (or the date of their most recent amendment, supplement or modification, in each case, to the extent filed and publicly available prior to the date of this Agreement), the SIR SEC Documents (i) complied, or with respect to SIR SEC Documents filed after the date hereof, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the Sarbanes-Oxley Act and the applicable rules and regulations of the SEC thereunder, and (ii) did not, or with respect to SIR SEC Documents filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the SIR SEC Documents is, to the Knowledge of SIR, the subject of ongoing SEC review or threatened review, and SIR does not have any outstanding and unresolved comments from the SEC with respect to any SIR SEC Documents. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of SIR, threatened. None of the SIR SEC Documents is the subject of any confidential treatment request by SIR.

(b)    SIR has made available to STAR complete and correct copies of all written correspondence between the SEC, on the one hand, and SIR, on the other hand, since December 31, 2016. No SIR Subsidiary is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

(c)    At all applicable times, SIR has complied in all material respects with the applicable provisions of the Sarbanes-Oxley Act and the applicable rules and regulations thereunder, as amended from time to time.

(d)    The consolidated audited and unaudited financial statements of SIR and the SIR Subsidiaries included, or incorporated by reference, in the SIR SEC Documents, including the related notes and schedules (as amended, supplemented or modified by later SIR SEC Documents, in each case, to the extent filed and publicly available prior to the date of this Agreement), (i) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of SIR and SIR Subsidiaries in all material respects, (ii) complied or will comply, as the case may be, as of their respective dates in all material respects with the then-applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K, Regulation S-X or any successor or like form under the Exchange Act, which such adjustments are not, in the aggregate, material to SIR) and (iv) fairly present, or will fairly present, as the case may be, in all material respects (subject, in the case of unaudited financial statements, for normal and recurring year-end adjustments, none of which is material), the consolidated financial position of SIR and the SIR Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations, stockholders’ equity and cash flows of SIR and the SIR Subsidiaries for the periods presented therein. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of SIR, threatened, in each case regarding any accounting practices of SIR.

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(e)    Since December 31, 2016, (A) SIR has designed and maintained disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are effective to ensure that material information required to be disclosed by SIR in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to SIR’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of SIR required under the Exchange Act with respect to such reports, and (B) such disclosure controls and procedures are effective in timely alerting SIR’s principal executive officer and principal financial officer to material information required to be included in SIR’s periodic reports required under the Exchange Act. SIR and SIR Subsidiaries have designed and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific authorization, (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. SIR has disclosed to SIR’s auditors and audit committee (and made summaries of such disclosures available to STAR) (1) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect SIR’s ability to record, process, summarize and report financial information and (2) any fraud, to the Knowledge of SIR, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting.

(f)    SIR is not, and none of the SIR Subsidiaries are, a party to, and neither SIR nor any SIR Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among SIR and any SIR Subsidiary, on the one hand, and any unconsolidated Affiliate of SIR or any SIR Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, SIR, any SIR Subsidiary or SIR’s or such SIR Subsidiary’s audited financial statements or other SIR SEC Documents.

(g)    Neither SIR nor any SIR Subsidiary is required to be registered as an investment company under the Investment Company Act.

(h)    SIR and SIR Subsidiaries (including in each case any of their officers and directors) have complied with the Anti-Corruption Law. Neither SIR nor any SIR Subsidiary nor, to the Knowledge of SIR, any director, officer or Representative of SIR or any SIR Subsidiary has

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(i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay or authorization or approval of the payment or giving of money, property or gifts of anything of value, directly or indirectly to any foreign or domestic government official or employee, (iii) made, offered or taken an act in furtherance of any direct or indirect unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director, partner, employee or agent of such customer, officer or tenant, or (vi) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, in each case, in violation of any applicable Anti-Corruption Law. Neither SIR nor any SIR Subsidiary has received any written communication that alleges that SIR or any SIR Subsidiary, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Section 4.6    Absence of Certain Changes or Events. Except as set forth in Section 4.6 of the SIR Disclosure Letter, since December 31, 2018 through the date of this Agreement, (a) SIR and each SIR Subsidiary has conducted its business in all material respects in the ordinary course of business consistent with past practice, (b) neither SIR nor any SIR Subsidiary has taken any action that would have been prohibited by Section 6.1(b) (Conduct of the Business of SIR) if taken from and after the date of this Agreement and (c) there has not been any SIR Material Adverse Effect or any event, circumstance, change, effect, development, condition or occurrence that, individually or in the aggregate with all other events, circumstances, changes, effects, developments, conditions or occurrences, would reasonably be expected to have a SIR Material Adverse Effect.

Section 4.7    No Undisclosed Liabilities. Except (a) as disclosed, reflected or reserved against on the balance sheet of SIR dated as of December 31, 2018 (including the notes thereto), (b) for liabilities or obligations incurred in connection with the transactions contemplated by this Agreement and (c) for liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2018, neither SIR nor any SIR Subsidiary has any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that either alone or when combined with all other liabilities of a type not described in clauses (a), (b) or (c) above, has had, or would reasonably be expected to have, a SIR Material Adverse Effect.

Section 4.8    Permits; Compliance with Law.

(a)    Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.10 and Section 4.11, which are addressed solely in those Sections, SIR and each SIR

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Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority (“Permits”) necessary for SIR and each SIR Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “SIR Permits”), and all such SIR Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the SIR Permits, individually, or in the aggregate, would not reasonably be expected to have a SIR Material Adverse Effect. SIR has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a SIR Material Adverse Effect. No event has occurred with respect to any of the SIR Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such SIR Permits. Neither SIR nor any of the SIR Subsidiaries has received any notice indicating, nor to the Knowledge of SIR, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of SIR or the SIR Subsidiaries or its Properties that impairs the validity of any SIR Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any SIR Permit, except where the impairment or revocation of any such SIR Permits, individually, or in the aggregate, would not reasonably be expected to have a SIR Material Adverse Effect.

(b)    Since January 1, 2016, neither SIR nor any SIR Subsidiary has been in conflict with, or in default or violation of, (i) any Law applicable to SIR or any SIR Subsidiary or by which any property or asset of SIR or any SIR Subsidiary is bound (except for compliance with Laws addressed in Section 4.10, Section 4.11, Section 4.13 and Section 4.14 which are solely addressed in those Sections), or (ii) any SIR Permits (except for the SIR Permits addressed in Section 4.10 or Section 4.11 which are solely addressed in those Sections), except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a SIR Material Adverse Effect.

Section 4.9    Litigation. Except as set forth in Section 4.9 of the SIR Disclosure Letter, there is no material action, suit, proceeding or investigation to which SIR or any SIR Subsidiary is a party (either as plaintiff or defendant) pending or, to the Knowledge of SIR, threatened before any Governmental Authority, and, to the Knowledge of SIR, there is no basis for any such action, suit, proceeding or investigation. Neither SIR nor any SIR Subsidiary has been permanently or temporarily enjoined by any Order, judgment or decree of any Governmental Authority from engaging in or continuing to conduct the business of SIR or the SIR Subsidiaries. No Order of any Governmental Authority has been issued in any proceeding to which SIR or any of the SIR Subsidiaries is or was a party, or, to the Knowledge of SIR, in any other proceeding, that enjoins or requires SIR or any of the SIR Subsidiaries to take action of any kind with respect to its businesses, assets or properties. Since January 1, 2019, none of SIR, any SIR Subsidiary or any Representative of the foregoing has received or made any settlement offer for any material Action to which SIR or any SIR Subsidiary is a party or potentially could be a party (in each case, either as plaintiff or defendant), other than settlement offers that do not exceed $1,000,000 individually.

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Section 4.10    Properties.

(a)    SIR has made available to STAR a list of each parcel of real property currently owned or ground leased by SIR or any SIR Subsidiary, together with the applicable SIR Subsidiary owning or leasing such property. Except as disclosed in title insurance policies and reports (and the documents or surveys referenced in such policies and reports): (A) SIR or a SIR Subsidiary owns fee simple title to each of the SIR Properties, free and clear of Liens, except for Permitted Liens; (B) except as has not had and would not, individually or in the aggregate, have a SIR Material Adverse Effect, neither SIR nor any SIR Subsidiary has received written notice of any violation of any Law affecting any portion of any of the SIR Properties issued by any Governmental Authority; and (C) except as would not, individually or in the aggregate, have a SIR Material Adverse Effect, neither SIR nor any SIR Subsidiary has received notice to the effect that there are (1) condemnation or rezoning proceedings that are pending or threatened with respect to any of the SIR Properties or (2) zoning, building or similar Laws, codes, ordinances, orders or regulations that are or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the SIR Properties or by the continued maintenance, operation or use of the parking areas.

(b)    SIR has not received written notice of, nor does SIR have any Knowledge of, any material latent defects or adverse physical conditions affecting any of the SIR Properties or the improvements thereon, except as would not, individually or in the aggregate, have a SIR Material Adverse Effect.

(c)    SIR and the SIR Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all personal assets owned, used or held for use by them. Neither SIR’s nor the SIR Subsidiaries’ ownership of any such personal property is subject to any Liens, other than Permitted Liens.

(d)    A policy of title insurance has been issued for each SIR Property insuring, as of the effective date of such insurance policy, (i)(A) fee simple title interest held by SIR or the applicable SIR Subsidiary with respect to SIR Properties that are not subject to ground leases and (B) a valid leasehold estate held by SIR or the applicable SIR Subsidiary that are subject to ground leases and (ii) to the Knowledge of SIR, such insurance policies are in full force and effect, and no material claim has been made against any such policy that remains outstanding as of the date of hereof.

Section 4.11    Environmental Matters. Except as, individually or in the aggregate, would not reasonably be expected to have a SIR Material Adverse Effect: (i) no notification, demand, request for information, citation, summons, notice of violation or order has been received, no complaint has been filed, no penalty has been assessed and no investigation, action, suit or proceeding is pending or, to the Knowledge of SIR, is threatened relating to SIR or any of the SIR Subsidiaries or any of their respective properties, and relating to or arising out of any Environmental Law or Hazardous Substance; (ii) SIR and the SIR Subsidiaries are, and for the past year, have been, in compliance with all Environmental Laws and all applicable Environmental Permits; (iii) SIR and each of the SIR Subsidiaries is in possession of all Environmental Permits necessary for SIR and each SIR Subsidiary to own, lease and, to the extent applicable, operate its

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properties or to carry on its respective business substantially as they are being conducted as of the date hereof, and all such Environmental Permits are valid and in full force and effect; (iv) any and all Hazardous Substances disposed of by SIR and each SIR Subsidiary was done so in accordance with all applicable Environmental Laws and Environmental Permits; (v) SIR and the SIR Subsidiaries are not subject to any order, writ, judgment, injunction, decree, stipulation, determination or award by any Governmental Authority pursuant to any Environmental Laws, any Environmental Permit or with respect to any Hazardous Substance; and (vi) there are no liabilities or obligations of SIR or any of the SIR Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous Substance and there is no condition, situation or set of circumstances that would reasonably be expected to result in any such liability or obligation.

Section 4.12    Material Contracts.

(a)    SIR has made available to STAR a true, correct and complete copy of each Contract in effect as of the date hereof to which SIR or any SIR Subsidiary is a party or by which any of its properties or assets are bound that:

(i)    is required to be filed with the SEC as an exhibit to SIR’s Annual Report on Form 10-K for the year ending December 31, 2018 or any subsequent current or periodic report pursuant to Item 601(b)(1), (2), (4), (9) or (10) of Regulation S-K promulgated under the Securities Act;

(ii)    is required to be described pursuant to Item 404 of Regulation S-K promulgated under the Securities Act;

(iii)    obligates the SIR Parties or any other SIR Subsidiary to make non-contingent aggregate annual expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) in excess of $1,000,000 and is not cancelable within ninety (90) days without material penalty to the SIR Parties or any other SIR Subsidiary;

(iv) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area that restricts the business of the SIR Parties or any other SIR Subsidiary, including upon consummation of the transactions contemplated by this Agreement, or that otherwise restricts the lines of business conducted by the SIR Parties or any other SIR Subsidiary or the geographic area in which the SIR Parties or any other SIR Subsidiary may conduct business;

(v)    is a Contract that obligates the SIR Parties or any other SIR Subsidiary to indemnify any past or present directors, officers, or employees of the SIR Parties or any other SIR Subsidiary pursuant to which the SIR Parties or any other SIR Subsidiary is the indemnitor;

(vi)    constitutes (A) an Indebtedness obligation of the SIR Parties or any other SIR Subsidiary with a principal amount as of the date hereof greater than $1,000,000 or (B) a Contract (including any so called take-or-pay or keepwell agreements) under which

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(1) any Person including SIR or a SIR Subsidiary, has directly or indirectly guaranteed Indebtedness, liabilities or obligations of SIR or SIR Subsidiary or (2) SIR or a SIR Subsidiary has directly or indirectly guaranteed Indebtedness, liabilities or obligations of any Person, including SIR or another SIR Subsidiary (in each case other than endorsements for the purpose of collection in the ordinary course of business);

(vii)    requires the SIR Parties or any other SIR Subsidiary to dispose of or acquire assets or properties that (together with all of the assets and properties subject to such requirement in such Contract) have a fair market value in excess of $1,000,000, or involves any pending or contemplated merger, consolidation or similar business combination transaction;

(viii)    constitutes an interest rate cap, interest rate collar, interest rate swap or other Contract relating to a swap or other hedging transaction of any type;

(ix)    constitutes a loan to any Person (other than a Wholly Owned SIR Subsidiary or the SIR Operating Partnership) by SIR or any SIR Subsidiary in an amount in excess of $1,000,000;

(x)    sets forth the operational terms of a joint venture, partnership, limited liability company or strategic alliance of the SIR Parties or any other SIR Subsidiary with a third party;

(xi)    prohibits the pledging of the capital stock of SIR or any SIR Subsidiary or prohibits the issuance of guarantees by any SIR Subsidiary;

(xii)    contains covenants expressly limiting, in any material respect, the ability of SIR or any SIR Subsidiary to sell, transfer, pledge or otherwise, dispose of any material assets or business of SIR or any SIR Subsidiary;

(xiii)    contains restrictions on the ability of SIR or any SIR Subsidiary to pay dividends or other distributions (other than pursuant to the organizational documents of SIR and SIR Subsidiaries);

(xiv)    is with a Governmental Authority;

(xv)    has continuing “earn-out” or other similar contingent purchase price payment obligations, in each case that could result in payments, individually or in the aggregate, in excess of $1,000,000;

(xvi)    is an employment Contract or consulting Contract;

(xvii)    provides severance, retention or transaction bonus payments, change of control payments or similar compensation;

(xviii)    is a settlement agreement or release of claims with any current employee or with any former employee within the past five (5) years;

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(xix)    is a lease, sublease, license or other rental agreement or occupancy agreement (written or verbal) which grants any possessory interest in and to any space situated on or in the SIR Properties or that otherwise gives rights with regard to the use of the SIR Properties;

(xx)    is a ground lease under which SIR or a SIR Subsidiary holds a leasehold interest in the SIR Properties or any portion thereof; or

(xxi)    is both (A) not made in the ordinary course of business consistent with past practice and (B) material to SIR and the SIR Subsidiaries, taken as a whole.

(b)    Each Contract in any of the categories set forth in Section 4.12(a) to which the SIR Parties or any other SIR Subsidiary is a party or by which it is bound as of the date hereof is referred to herein as a “SIR Material Contract.”

(c)    Each SIR Material Contract is legal, valid, binding and enforceable on the SIR Parties and each other SIR Subsidiary that is a party thereto and, to the Knowledge of SIR, each other party thereto, and is in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The SIR Parties and each other SIR Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each SIR Material Contract and, to the Knowledge of SIR, each other party thereto has performed all obligations required to be performed by it under such SIR Material Contract prior to the date hereof. None of the SIR Parties or any other SIR Subsidiary, nor, to the Knowledge of SIR, any other party thereto, is in breach or violation of, or default under, any SIR Material Contract, and no event has occurred that, with notice or lapse of time or both, would constitute a violation, breach or default under any SIR Material Contract, except where in each case such breach, violation or default, individually or in the aggregate, would not reasonably be expected to have a SIR Material Adverse Effect. None of the SIR Parties or any other SIR Subsidiary has received notice of any violation or default under, or currently owes any termination, cancellation or other similar fees or any liquidated damages with respect to, any SIR Material Contract, except for violations, defaults, fees or damages that, individually or in the aggregate, would not reasonably be expected to have a SIR Material Adverse Effect. Since December 31, 2016 and as of the date hereof, neither SIR nor any SIR Subsidiary has received any written notice of the intention of any party to cancel, terminate, materially change the scope of rights under or fail to renew any SIR Material Contract.

(d)    Each management agreement pursuant to which any third party manages or operates any of the SIR Properties on behalf of SIR or any SIR Subsidiary is valid, binding and in full force and effect as against SIR or the applicable SIR Subsidiary and, to the Knowledge of SIR, as against the other party thereto. Neither SIR nor any SIR Subsidiary owes any termination, cancellation or other similar fees or any liquidated damages to any third party manager or operator.

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Section 4.13    Taxes.

(a)    Each SIR Party and each other SIR Subsidiary has timely filed with the appropriate Governmental Authority all United States federal income Tax Returns and all other material Tax Returns required to be filed, taking into account any extensions of time within which to file such Tax Returns, and all such Tax Returns were complete and correct in all material respects. Each SIR Party and each other SIR Subsidiary has duly paid (or there has been paid on their behalf), or made adequate provisions in accordance with GAAP for, all material Taxes required to be paid by them, whether or not shown on any Tax Return. True and materially complete copies of all United States federal income Tax Returns that have been filed with the IRS by SIR and each SIR Subsidiary with respect to the taxable years ending on or after December 31, 2015 have been made available to STAR. No written claim has been proposed by any Governmental Authority in any jurisdiction where SIR or any SIR Subsidiary do not file Tax Returns that SIR or any SIR Subsidiary is or may be subject to Tax by such jurisdiction.

(b)    Beginning with its initial taxable year ending on December 31, 2010, and through and including the Closing Date (determined as if SIR’s current taxable year ended immediately prior to Closing), SIR (i) has been organized and operated in conformity with the requirements to qualify as a REIT under the Code and the current and proposed method of operation for SIR is expected to enable SIR to continue to meet the requirements for qualification as a REIT through and including the Closing Date, and (ii) has not taken or omitted to take any action which would reasonably be expected to result in SIR’s failure to qualify as a REIT, and no challenge to SIR’s status as a REIT is pending or threatened in writing. No SIR Subsidiary is a corporation for United States federal income tax purposes, other than a corporation that qualifies as a Qualified REIT Subsidiary or as a Taxable REIT Subsidiary. SIR’s dividends paid deduction, within the meaning of Section 561 of the Code, for each taxable year, taking into account any dividends subject to Sections 857(b)(8) or 858 of the Code, has not been less than the sum of (i) SIR’s REIT taxable income, as defined in Section 857(b)(2) of the Code, determined without regard to any dividends paid deduction for such year and (ii) SIR’s net capital gain for such year.

(c)    (i) There are no audits, investigations by any Governmental Authority or other proceedings pending or, to the Knowledge of SIR, threatened with regard to any material Taxes or Tax Returns of SIR or any SIR Subsidiary; (ii) no material deficiency for Taxes of SIR or any SIR Subsidiary has been claimed, proposed or assessed in writing or, to the Knowledge of SIR, threatened, by any Governmental Authority, which deficiency has not yet been settled except for such deficiencies which are being contested in good faith or with respect to which the failure to pay, individually or in the aggregate, would not reasonably be expected to have a SIR Material Adverse Effect; (iii) neither SIR nor any SIR Subsidiary has waived any statute of limitations with respect to the assessment of material Taxes or agreed to any extension of time with respect to any material Tax assessment or deficiency for any open tax year; (iv) neither SIR nor any SIR Subsidiary is currently the beneficiary of any extension of time within which to file any material Tax Return; and (v) neither SIR nor any SIR Subsidiary has entered into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law).

(d)    Each SIR Subsidiary that is a partnership, joint venture or limited liability company and that has not elected to be a Taxable REIT Subsidiary has been since its formation treated for United States federal income tax purposes as a partnership, disregarded entity, or Qualified REIT Subsidiary, as the case may be, and not as a corporation, an association taxable as a corporation whose separate existence is respected for United States federal income tax purposes, or a “publicly traded partnership” within the meaning of Section 7704(b) of the Code that is treated as a corporation for U.S. federal income tax purposes under Section 7704(a) of the Code.

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(e)    Neither SIR nor any SIR Subsidiary holds any asset the disposition of which would be subject to Treasury Regulation Section 1.337(d)-7, nor have they disposed of any such asset during its current taxable year.

(f)    Since its inception, SIR and the SIR Subsidiaries have not incurred (i) any material liability for Taxes under Sections 857(b)(1), 857(b)(4), 857(b)(5), 857(b)(6)(A), 857(b)(7), 860(c) or 4981 of the Code, or Treasury Regulations Sections 1.337(d)-5, 1.337(d)-6, or 1.337(d)-7, (ii) any material liability for Taxes under Sections 857(b)(5) (for income test violations), 856(c)(7)(C) (for asset test violations), or 856(g)(5)(C) (for violations of other qualification requirements applicable to REITs) and (iii) SIR has not, and none of the SIR Subsidiaries have, incurred any material liability for Tax other than (A) in the ordinary course of business consistent with past practice, or (B) transfer or similar Taxes arising in connection with sales of property. No event has occurred, and to the Knowledge of SIR no condition or circumstances exists, which presents a material risk that any material liability for Taxes described clauses (i), (ii), or (iii) of the preceding sentence will be imposed upon SIR or any SIR Subsidiary.

(g)    SIR and the SIR Subsidiaries have complied, in all material respects, with all applicable Laws relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446 and 3402 of the Code or similar provisions under any state and foreign Laws) and have duly and timely withheld and, in each case, have paid over to the appropriate taxing authorities all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Laws.

(h)    There are no SIR Tax Protection Agreements (as hereinafter defined) in force at the date of this Agreement (other than customary Tax indemnification provisions in commercial Contracts not primarily relating to Taxes), and, as of the date of this Agreement, no person has raised in writing, or to the Knowledge of SIR threatened to raise, a material claim against SIR or any SIR Subsidiary for any breach of any SIR Tax Protection Agreements. As used herein, “SIR Tax Protection Agreements” means any written agreement to which SIR or any SIR Subsidiary is a party pursuant to which: (i) any liability to holders of limited partnership interests in a SIR Subsidiary Partnership (as hereinafter defined) relating to Taxes may arise, whether or not as a result of the consummation of the transactions contemplated by this Agreement; and/or (ii) in connection with the deferral of income Taxes of a holder of limited partnership interests or limited liability company interests in a SIR Subsidiary Partnership, SIR or any SIR Subsidiary has agreed to (A) maintain a minimum level of debt, continue a particular debt or provide rights to guarantee debt, (B) retain or not dispose of assets, (C) make or refrain from making Tax elections, and/or (D) only dispose of assets in a particular manner. As used herein, “SIR Subsidiary Partnership” means a SIR Subsidiary that is a partnership for United States federal income tax purposes.

(i)    There are no Tax Liens upon any property or assets of SIR or any SIR Subsidiary except Liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP.

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(j)    There are no Tax allocation or sharing agreements or similar arrangements with respect to or involving SIR or any SIR Subsidiary, and after the Closing Date neither SIR nor any SIR Subsidiary shall be bound by any such Tax allocation agreements or similar arrangements or have any liability thereunder for amounts due in respect of periods prior to the Closing Date.

(k)    Neither SIR nor any SIR Subsidiary has requested or received any private letter ruling or other similar written ruling of a Governmental Authority or entered into any written agreement with a Governmental Authority with respect to any Taxes, and neither SIR nor any SIR Subsidiary is subject to any such private letter ruling or other similar written ruling of a Governmental Authority.

(l)    Neither SIR nor any SIR Subsidiary (i) has been a member of an affiliated group filing a consolidated federal income Tax or (ii) has any liability for the Taxes of any Person (other than any SIR Subsidiary) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by Contract, or otherwise.

(m)    Neither SIR nor any SIR Subsidiary has participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(n)    Neither SIR nor any SIR Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the two (2) years prior to the date of this Agreement.

(o)    No written power of attorney that has been granted by SIR or any SIR Subsidiary (other than to SIR or a SIR Subsidiary) currently is in force with respect to any matter relating to Taxes.

Section 4.14    Intellectual Property. Neither SIR nor any SIR Subsidiary: (a) owns any registered trademarks, patents or copyrights, (b) has any pending applications, registrations or recordings for any trademarks, patents or copyrights or (c) is a party to any Contracts with respect to use by SIR or any SIR Subsidiary of any trademarks or patents. Except as, individually or in the aggregate, would not reasonably be expected to have a SIR Material Adverse Effect, (i) no Intellectual Property used by SIR or any SIR Subsidiary infringes or is alleged to infringe any Intellectual Property rights of any third party, (ii) no Person is misappropriating, infringing or otherwise violating any Intellectual Property of SIR or any SIR Subsidiary, and (iii) SIR and the SIR Subsidiaries own or are licensed to use, or otherwise possess valid rights to use, all Intellectual Property necessary to conduct the business of SIR and the SIR Subsidiaries as it is currently conducted. Since January 1, 2019, neither SIR nor any SIR Subsidiary has received any written or, to the Knowledge of SIR, verbal complaint, claim or notice alleging misappropriation, infringement or violation of any Intellectual Property rights of any third party.

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Section 4.15    Insurance. SIR and each SIR Subsidiary maintain material insurance policies and all material fidelity bonds as set forth in Section 4.15 of the SIR Disclosure Letter (which specifies the general type of insurance, insurer, policy number and aggregate limit) (the “SIR Insurance Policies”). All such insurance policies are in full force and effect, and, as of the date hereof, no written notice of cancellation or termination has been received by SIR or any SIR Subsidiary with respect to any such policy which has not been replaced on substantially similar terms prior to the date of such cancellation, and there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a breach or default, by any insured thereunder, or permit termination or modification, of any of the policies, except as would not, individually or in the aggregate, reasonably be expected to have a SIR Material Adverse Effect. Except as, individually or in the aggregate, would not reasonably be expected to have a SIR Material Adverse Effect, all premiums currently due and payable under all SIR Insurance Policies have been paid, and SIR and the SIR Subsidiaries have otherwise complied in all material respects with the terms and conditions of all SIR Insurance Policies.

Section 4.16    Benefit Plans.

(a)    Other than the SIR Equity Incentive Plan, SIR and the SIR Subsidiaries do not and are not required to, and have not and have never been required to, maintain, sponsor or contribute to any Benefit Plans. Neither SIR nor any SIR Subsidiary has any contract, plan or commitment, whether or not legally binding, to create any Benefit Plan.

(b)    Except as individually or in the aggregate, have not had and would not reasonably be expected to have SIR Material Adverse Effect, none of SIR, any SIR Subsidiary or any of their respective ERISA Affiliates has incurred any obligation or liability with respect to or under any employee benefit plan, program or arrangement (including any agreement, program, policy or other arrangement under which any current or former employee, director or consultant has any present or future right to benefits) which has created or will create any obligation with respect to, or has resulted in or will result in any liability to SIR or any SIR Subsidiary.

(c)    Except as individually or in the aggregate, have not had and would not reasonably be expected to have a SIR Material Adverse Effect, the SIR Equity Incentive Plan was established and has been administered in accordance with its terms and in compliance with all applicable Laws, including the Code.

(d)    None of SIR, any SIR Subsidiaries or any of their respective ERISA Affiliates has ever maintained, contributed to, or participated in, or otherwise has any obligation or liability in connection with: (i) a “pension plan” under Section 3(2) of ERISA that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (iii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or (iv) a “multiple employer plan” (as defined in Section 413(c) of the Code).

(e)    Except as individually or in the aggregate, have not had and would not reasonably be expected to have a SIR Material Adverse Effect, no amount that could be received (whether in cash or property or the vesting of property) as a result of the Merger or any of the other transactions contemplated hereby (alone or in combination with any other event) by any Person who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) under any compensation arrangement could be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code).

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(f)    Except as individually or in the aggregate, have not had and would not reasonably be expected to have a SIR Material Adverse Effect, the SIR Equity Incentive Plan has been maintained and operated in compliance with Section 409A of the Code or an available exemption therefrom.

(g)    Neither SIR nor any SIR Subsidiary is a party to or has any obligation under any Contract, the SIR Equity Incentive Plan or otherwise to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

(h)    Neither SIR nor any SIR Subsidiary has, or has ever had, any employees.

Section 4.17    Related Party Transactions. Except as described in the publicly available SIR SEC Documents filed with or furnished to the SEC on or after January 1, 2016 and prior to the date hereof, no agreements, arrangements or understandings between any of the SIR Parties or any other SIR Subsidiary (or binding on any of their respective properties or assets), on the one hand, and any other Person, on the other hand (other than those exclusively among SIR and SIR Subsidiaries) (the “SIR Related Party Agreements”), are in existence that are not, but are required to be, disclosed under Item 404 of Regulation S-K promulgated by the SEC.

Section 4.18    Brokers. No broker, investment banker or other Person (other than the Persons listed in Section 4.18 of the SIR Disclosure Letter, pursuant to the terms of the engagement letter between SIR and such Person, true, correct and complete copies of which have been provided to STAR prior to the date hereof) is entitled to any broker’s, finder’s or other similar fee or commission in connection with the Merger and the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of the SIR Parties or any other SIR Subsidiary.

Section 4.19    Opinion of Financial Advisor. The SIR Special Committee has received the written opinion of BMO Capital Markets Corp. (the “SIR Financial Advisor”), dated the date of this Agreement, to the effect that, as of the date of such opinion and based on and subject to the assumptions, limitations, qualifications and conditions set forth in its written opinion, the Exchange Ratio is fair, from a financial point of view, to the holders of shares of the SIR Common Stock. SIR will deliver to STAR a complete and correct copy of such opinion promptly after receipt thereof by the SIR Special Committee solely for informational purposes.    SIR acknowledges that the opinion of the STAR Financial Advisor contemplated by Section 5.19 is for the benefit of the STAR Special Committee and that SIR shall not be entitled to rely on that opinion for any purpose.

Section 4.20    Takeover Statutes. Neither SIR nor any SIR Subsidiary is, nor at any time during the last two (2) years has been, an “interested stockholder” of STAR as defined in Section 3-601 of the MGCL. The SIR Board has taken all action necessary to render inapplicable to the Merger the restrictions on business combinations contained in Subtitle 6 of Title 3 of the MGCL. The restrictions on control share acquisitions contained in Subtitle 7 of Title 3 of the MGCL are

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not applicable to the Merger. No other “business combination,” “control share acquisition,” “fair price,” “moratorium” or other takeover or anti-takeover statute or similar federal or state Law (collectively, “Takeover Statutes”) are applicable to this Agreement, the Merger or the other transactions contemplated by this Agreement. No dissenters’, appraisal or similar rights are available to the holders of SIR Common Stock with respect to the Merger and the other transactions contemplated by this Agreement.

Section 4.21    Information Supplied. None of the information relating to SIR or any SIR Subsidiary contained or incorporated by reference in the Proxy Statement or the Form S-4 or that is provided by SIR or any SIR Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Proxy Statement, at the time of the mailing thereof, at the time of the Stockholders Meeting, at the time the Form S-4 is declared effective or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by SIR with the SEC in connection with the Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that SIR is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to SIR, its officers, directors and partners and the SIR Subsidiaries (or other information supplied by or on behalf of SIR or any SIR Subsidiaries for inclusion therein) will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the STAR Parties.

Section 4.22    No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 4, or any document, agreement, certificate or other instrument contemplated hereby, none of the SIR Parties or any other Person on behalf of a SIR Party has made any representation or warranty, expressed or implied, with respect to the SIR Parties or any other SIR Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the SIR Parties or any other SIR Subsidiary. In particular, without limiting the foregoing disclaimer, none of the SIR Parties or any other Person on behalf of a SIR Party makes or has made any representation or warranty to any STAR Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the SIR Parties in this Article 4, or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the STAR Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the SIR Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the SIR Parties acknowledge and agree that none of the STAR Parties or any other Person

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has made or is making any representations or warranties relating to the STAR Parties whatsoever, express or implied, beyond those expressly given by any STAR Party in Article 5, or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any STAR Party furnished or made available to the SIR Parties or any of their respective Representatives.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE STAR PARTIES

Except (a) as set forth in the disclosure letter prepared by the STAR Parties and delivered by the STAR Parties to the SIR Parties prior to the execution and delivery of this Agreement (the “STAR Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the STAR Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other Sections be cross-referenced); provided, that no disclosure shall qualify any Fundamental Representation unless it is set forth in the specific section or subsection of the STAR Disclosure Letter corresponding to such Fundamental Representation; provided, further, that nothing in the STAR Disclosure Letter is intended to broaden the scope of any representation or warranty of the STAR Parties made herein) or (b) as disclosed in the STAR SEC Documents publicly available, filed with, or furnished to, as applicable, the SEC on or after March 31, 2019 and prior to the date of this Agreement (excluding any information or documents incorporated by reference therein or filed as exhibits thereto and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, non-specific, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such STAR SEC Documents to a matter covered by a representation or warranty set forth in this Article 5 is reasonably apparent on its face; provided, that the disclosures in the STAR SEC Documents shall not be deemed to qualify (i) any Fundamental Representations, which matters shall only be qualified by specific disclosure in the respective corresponding Section of the STAR Disclosure Letter, and (ii) Section 5.5(a)-Section 5.5(b) (SEC Documents; Financial Statements), Section 5.6(c) (Absence of Certain Changes or Events) and Section 5.7 (No Undisclosed Liabilities), the STAR Parties hereby jointly and severally represent and warrant as of the date hereof (except to the extent that such representations and warranties expressly relate to another date, in which case as of such other date) to the SIR Parties that:

Section 5.1    Organization and Qualification; Subsidiaries.

(a)    STAR is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and has the requisite corporate power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite

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limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each of STAR and Merger Sub is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a STAR Material Adverse Effect.

(b)    Each STAR Subsidiary is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each STAR Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a STAR Material Adverse Effect.

(c)    Section 5.1(c) of the STAR Disclosure Letter sets forth a true and complete list of the STAR Subsidiaries and their respective jurisdictions of incorporation or organization, as the case may be, the jurisdictions in which STAR and the STAR Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by STAR in each STAR Subsidiary, including a list of each STAR Subsidiary that is a Qualified REIT Subsidiary or a Taxable REIT Subsidiary and each STAR Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary.

(d)    Neither STAR nor any STAR Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the STAR Subsidiaries and investments in short-term investment securities).

(e)    STAR has made available to SIR complete and correct copies of the STAR Governing Documents. Each of STAR and the STAR Operating Partnership is in compliance with the terms of its STAR Governing Documents in all material respects. True and complete copies of STAR’s and the STAR Operating Partnership’s minute books, as applicable, have been made available by STAR to SIR.

(f)    STAR has not exempted any “Person” from the “Aggregate Share Ownership Limit” or the “Common Share Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the STAR Charter, which exemption or Excepted Holder Limit is currently in effect.

Section 5.2    Authority.

(a)    Each of the STAR Parties has the requisite corporate, limited liability company or limited partnership power and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement by each

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of the STAR Parties and the consummation by the STAR Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate, limited liability company and limited partnership action, and no other corporate, limited liability company or limited partnership proceedings on the part of the STAR Parties are necessary to authorize this Agreement or the Merger or to consummate the other transactions contemplated by this Agreement, subject, to the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT.

(b)    This Agreement has been duly executed and delivered by the STAR Parties, and assuming due authorization, execution and delivery by the SIR Parties, constitutes a legally valid and binding obligation of the STAR Parties enforceable against the STAR Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(c)    On the recommendation of the STAR Special Committee, the STAR Board (including a majority of directors and independent directors not otherwise interested in the Merger) has (i) determined that the terms of this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable and in the best interest of STAR and are fair and reasonable to STAR and, with respect to this Agreement and the Merger, on terms and conditions no less favorable to STAR than those available from unaffiliated third parties, and (ii) approved, authorized and adopted this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3.

(d)    STAR, as the sole member of Merger Sub, has approved this Agreement and the Merger.

Section 5.3    No Conflict; Required Filings and Consents.

(a)    The execution and delivery of this Agreement by each of the STAR Parties do not, and the performance of this Agreement and its obligations hereunder will not, (i) conflict with or violate any provision of (A) the STAR Governing Documents or the Merger Sub Governing Documents or (B) any equivalent organizational or governing documents of any other STAR Subsidiary, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.3(b) have been obtained, all filings and notifications described in Section 5.3(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to STAR or any STAR Subsidiary or by which any property or asset of STAR or any STAR Subsidiary is bound, or (iii) require any consent or approval except as contemplated by Section 5.3(b) under, result in any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of STAR or any STAR Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to any other Person any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under

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or result in the creation of a Lien on any property or asset of STAR or any STAR Subsidiary pursuant to, any Contract or Permit to which STAR or any STAR Subsidiary is a party, except, as to clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not reasonably be expected to have a STAR Material Adverse Effect.

(b)    Except as set forth in Section 5.3(b) of the STAR Disclosure Letter, no consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by STAR or any STAR Subsidiary in connection with the execution, delivery and performance by the STAR Parties of this Agreement. As of the date hereof, to the Knowledge of STAR, the STAR Parties are not aware of any reason why the necessary approvals referenced in the preceding sentence will not be received in order to permit consummation of the Merger on a timely basis. The execution and delivery of this Agreement by each of the STAR Parties do not, and the performance of this Agreement and its obligations hereunder will not, (i) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any applicable Law, any Contract or other instrument or agreement of STAR or any STAR Subsidiary or to which STAR, any STAR Subsidiary or any of their Properties is subject or bound, or (ii) require STAR or STAR Subsidiary to obtain any consent or approval under any such law, Contract or other instrument or agreement, except for (A) the Proxy Statement, the Form S-4 and the declaration of effectiveness of the Form S-4, and such reports under, and other compliance with, the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (B) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT pursuant to the MGCL and the MLLCA, (C) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (D) the consents, authorizations, orders or approvals of each Governmental Authority or third party listed in Section 5.3(b) of the STAR Disclosure Letter and (E) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications which, individually or in the aggregate, would not reasonably be expected to have a STAR Material Adverse Effect.

Section 5.4    Capital Structure.

(a)    The authorized capital stock of STAR consists of 1,100,000,000 shares of capital stock, of which 999,999,000 shares are designated as common stock with par value of $0.01 per share (“STAR Common Stock”), 1,000 shares are designated as non-participating, non-voting convertible stock with par value of $0.01 per share (“STAR Convertible Stock”), and 100,000,000 shares are designated as preferred stock with a par value of $0.01 per share (“STAR Preferred Stock”). At the close of business on August 1, 2019, (i) 52,229,664 shares of STAR Common Stock were issued and outstanding, (ii) 1,000 shares of STAR Convertible Stock were issued and outstanding, (iii) no shares of STAR Preferred Stock were issued and outstanding, (iv) 965,011 shares of STAR Common Stock were available for grant under the STAR Equity Incentive Plan, and (v) no shares of STAR Common Stock were reserved for issuance upon redemption of STAR OP Interests. All of the outstanding shares of capital stock of STAR are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with applicable securities Laws. Except as set forth in this Section 5.4, there is no other outstanding capital stock of STAR.

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(b)    At the close of business on August 1, 2019, no STAR OP Interests were issued and outstanding. Section 5.4(b) of the STAR Disclosure Letter sets forth a list of all of the partners of STAR Operating Partnership as of the date hereof, together with the amount of STAR OP Interests held by each such partner. All the STAR OP Interests held by STAR are directly owned by STAR or a Wholly Owned STAR Subsidiary, free and clear of all Liens other than Permitted Liens and free of preemptive rights. All of the STAR OP Interests are duly authorized and validly issued and were issued in compliance with applicable securities Laws.

(c)    All of the outstanding shares of capital stock of each of the STAR Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the STAR Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the STAR Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. STAR owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the STAR Subsidiaries, free and clear of all Liens other than Permitted Liens and free of preemptive rights.

(d)    There are no bonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) of STAR or any STAR Subsidiary issued and outstanding (“STAR Voting Debt”). Except as set forth in Section 5.4(d) of the STAR Disclosure Letter, there are no outstanding subscriptions, securities options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments of any kind to which STAR or any of the STAR Subsidiaries is a party or by which any of them is bound obligating STAR or any of the STAR Subsidiaries to (i) issue, transfer or sell or create, or cause to be issued, transferred or sold or created any additional shares of capital stock or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of STAR or any STAR Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such subscriptions, options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities or other similar rights, agreements, arrangements, undertakings or commitments or (iii) redeem, repurchase or otherwise acquire any such shares of capital stock, STAR Voting Debt or other equity interests.

(e)    Neither STAR nor any STAR Subsidiary is a party to or bound by any Contracts concerning the voting (including voting trusts and proxies) of any capital stock of STAR or any of the STAR Subsidiaries. Neither STAR nor any STAR Subsidiary has granted any registration rights on any of its capital stock other than as set forth in Section 5.4(e) of the STAR Disclosure Letter. No STAR Common Stock is owned by any STAR Subsidiary.

(f)    STAR does not have a “poison pill” or similar stockholder rights plan.

(g)    All dividends or other distributions on the shares of STAR Common Stock or STAR OP Interests and any material dividends or other distributions on any securities of any STAR Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

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Section 5.5    SEC Documents; Financial Statements; Internal Controls; Off Balance Sheet Arrangements; Investment Company Act; Anti-Corruption Laws.

(a)    STAR has timely filed with, or furnished (on a publicly available basis) to the SEC, all forms, documents, certifications, statements, schedules, registration statements, prospectuses, reports and exhibits required to be filed or furnished by STAR under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Sarbanes-Oxley Act) since January 1, 2016, (the forms, documents, financial statements (including those referenced in Section 5.5(d)) and reports filed with the SEC since January 1, 2016 and those filed with the SEC since the date of this Agreement, if any, including any amendments thereto, the “STAR SEC Documents”). STAR has timely paid all fees due in connection with any STAR SEC Document. As of their respective filing dates (or the date of their most recent amendment, supplement or modification, in each case, to the extent filed and publicly available prior to the date of this Agreement), the STAR SEC Documents (i) complied, or with respect to STAR SEC Documents filed after the date hereof, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the Sarbanes-Oxley Act and the applicable rules and regulations of the SEC thereunder, and (ii) did not, or with respect to STAR SEC Documents filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the STAR SEC Documents is, to the Knowledge of STAR, the subject of ongoing SEC review or threatened review, and STAR does not have any outstanding and unresolved comments from the SEC with respect to any STAR SEC Documents. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of STAR, threatened. None of the STAR SEC Documents is the subject of any confidential treatment request by STAR.

(b)    STAR has made available to SIR complete and correct copies of all written correspondence between the SEC, on the one hand, and STAR, on the other hand, since December 31, 2016. No STAR Subsidiary is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

(c)    At all applicable times, STAR has complied in all material respects with the applicable provisions of the Sarbanes-Oxley Act and the applicable rules and regulations thereunder, as amended from time to time.

(d)    The consolidated audited and unaudited financial statements of STAR and the STAR Subsidiaries included, or incorporated by reference, in the STAR SEC Documents, including the related notes and schedules (as amended, supplemented or modified by later STAR SEC Documents, in each case, to the extent filed and publicly available prior to the date of this Agreement), (i) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of STAR and STAR Subsidiaries in all material respects, (ii) complied or will comply, as the case may be, as of their respective dates in all material

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respects with the then-applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K, Regulation S-X or any successor or like form under the Exchange Act, which such adjustments are not, in the aggregate, material to STAR) and (iv) fairly present, or will fairly present, as the case may be, in all material respects (subject, in the case of unaudited financial statements, for normal and recurring year-end adjustments, none of which is material), the consolidated financial position of STAR and the STAR Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of operations, stockholders’ equity and cash flows of STAR and the STAR Subsidiaries for the periods presented therein. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of STAR, threatened, in each case regarding any accounting practices of STAR.

(e)    Since December 31, 2016, (A) STAR has designed and maintained disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are effective to ensure that material information required to be disclosed by STAR in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to STAR’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of STAR required under the Exchange Act with respect to such reports, and (B) such disclosure controls and procedures are effective in timely alerting STAR’s principal executive officer and principal financial officer to material information required to be included in STAR’s periodic reports required under the Exchange Act. STAR and STAR Subsidiaries have designed and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iv) that access to assets is permitted only in accordance with management’s general or specific authorization, (v) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. STAR has disclosed to STAR’s auditors and audit committee (and made summaries of such disclosures available to SIR) (1) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect STAR’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting.

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(f)    STAR is not, and none of the STAR Subsidiaries are, a party to, and neither STAR nor any STAR Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among STAR and any STAR Subsidiary, on the one hand, and any unconsolidated Affiliate of STAR or any STAR Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, STAR, any STAR Subsidiary or STAR’s or such STAR Subsidiary’s audited financial statements or other STAR SEC Documents.

(g)    Neither STAR nor any STAR Subsidiary is required to be registered as an investment company under the Investment Company Act.

(h)    STAR and STAR Subsidiaries (including in each case any of their officers and directors) have complied with the Anti-Corruption Law. Neither STAR nor any STAR Subsidiary nor, to the Knowledge of STAR, any director, officer or Representative of STAR or any STAR Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made, taken or will take any action in furtherance of any direct or indirect unlawful payment, promise to pay or authorization or approval of the payment or giving of money, property or gifts of anything of value, directly or indirectly to any foreign or domestic government official or employee, (iii) made, offered or taken an act in furtherance of any direct or indirect unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, (iv) made any payment to any customer, supplier or tenant, or to any officer, director, partner, employee or agent of any such customer, supplier or tenant, for the unlawful sharing of fees to any such customer, supplier or tenant or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (v) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer, supplier or tenant or any such officer, director, partner, employee or agent of such customer, officer or tenant, or (vi) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, in each case, in violation of any applicable Anti-Corruption Law. Neither STAR nor any STAR Subsidiary has received any written communication that alleges that STAR or any STAR Subsidiary, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Section 5.6    Absence of Certain Changes or Events. Except as set forth in Section 5.6 of the STAR Disclosure Letter, since December 31, 2018 through the date of this Agreement, (a) STAR and each STAR Subsidiary has conducted its business in all material respects in the ordinary course of business consistent with past practice, (b) neither STAR nor any STAR Subsidiary has taken any action that would have been prohibited by Section 6.2(b) (Conduct of the Business of STAR) if taken from and after the date of this Agreement and (c) there has not been any STAR Material Adverse Effect or any event, circumstance, change, effect, development, condition or occurrence that, individually or in the aggregate with all other events, circumstances, changes, effects, developments, conditions or occurrences, would reasonably be expected to have a STAR Material Adverse Effect.

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Section 5.7    No Undisclosed Liabilities. Except (a) as disclosed, reflected or reserved against on the balance sheet of STAR dated as of December 31, 2018 (including the notes thereto), (b) for liabilities or obligations incurred in connection with the transactions contemplated by this Agreement and (c) for liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2018, neither STAR nor any STAR Subsidiary has any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that either alone or when combined with all other liabilities of a type not described in clauses (a), (b) or (c) above, has had, or would reasonably be expected to have, a STAR Material Adverse Effect.

Section 5.8    Permits; Compliance with Law.

(a)    Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 5.10 and Section 5.11, which are addressed solely in those Sections, STAR and each STAR Subsidiary is in possession of all Permits necessary for STAR and each STAR Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof (the “STAR Permits”), and all such STAR Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the STAR Permits, individually or in the aggregate, would not reasonably be expected to have a STAR Material Adverse Effect. STAR has paid all fees and assessments due and payable, in each case, in connection with all such Permits except where failure to pay would not have a STAR Material Adverse Effect. No event has occurred with respect to any of the STAR Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such STAR Permits. Neither STAR nor any of the STAR Subsidiaries has received any notice indicating, nor to the Knowledge of STAR, is there any pending applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of STAR or the STAR Subsidiaries or its Properties that impairs the validity of any STAR Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any STAR Permit, except where the impairment or revocation of any such STAR Permits, individually, or in the aggregate, would not reasonably be expected to have a STAR Material Adverse Effect.

(b)    Since January 1, 2016, neither STAR nor any STAR Subsidiary has been in conflict with, or in default or violation of (i) any Law applicable to STAR or any STAR Subsidiary or by which any property or asset of STAR or any STAR Subsidiary is bound (except for compliance with Laws addressed in Section 5.10, Section 5.11, Section 5.13 and Section 5.14 which are solely addressed in those Sections), or (ii) any STAR Permits (except for the STAR Permits addressed in Section 5.10 or Section 5.11, which are solely addressed in those Sections), except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a STAR Material Adverse Effect.

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Section 5.9    Litigation. Except as set forth in Section 5.9 of the STAR Disclosure Letter, there is no material action, suit, proceeding or investigation to which STAR or any STAR Subsidiary is a party (either as plaintiff or defendant) pending or, to the Knowledge of STAR, threatened before any Governmental Authority, and, to the Knowledge of STAR, there is no basis for any such action, suit, proceeding or investigation. Neither STAR nor any STAR Subsidiary has been permanently or temporarily enjoined by any Order, judgment or decree of any Governmental Authority from engaging in or continuing to conduct the business of STAR or the STAR Subsidiaries. No Order of any Governmental Authority has been issued in any proceeding to which STAR or any of the STAR Subsidiaries is or was a party, or, to the Knowledge of STAR, in any other proceeding, that enjoins or requires STAR or any of the STAR Subsidiaries to take action of any kind with respect to its businesses, assets or properties. Since January 1, 2019, none of STAR, any STAR Subsidiary or any Representative of the foregoing has received or made any settlement offer for any material Action to which STAR or any STAR Subsidiary is a party or potentially could be a party (in each case, either as plaintiff or defendant), other than settlement offers that do not exceed $1,000,000 individually.

Section 5.10    Properties.

(a)     STAR has made available to SIR a list of each parcel of real property currently owned or ground leased by STAR or any STAR Subsidiary, together with the applicable STAR Subsidiary owning or leasing such property. Except as disclosed in title insurance policies and reports (and the documents or surveys referenced in such policies and reports): (A) STAR or a STAR Subsidiary owns fee simple title to each of the STAR Properties, free and clear of Liens, except for Permitted Liens; (B) except as has not had and would not, individually or in the aggregate, have a STAR Material Adverse Effect, neither STAR nor any STAR Subsidiary has received written notice of any violation of any Law affecting any portion of any of the STAR Properties issued by any Governmental Authority; and (C) except as would not, individually or in the aggregate, have a STAR Material Adverse Effect, neither STAR nor any STAR Subsidiary has received notice to the effect that there are (1) condemnation or rezoning proceedings that are pending or threatened with respect to any of the STAR Properties or (2) zoning, building or similar Laws, codes, ordinances, orders or regulations that are or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the STAR Properties or by the continued maintenance, operation or use of the parking areas.

(b)     STAR has not received written notice of, nor does STAR have any Knowledge of, any material latent defects or adverse physical conditions affecting any of the STAR Properties or the improvements thereon, except as would not, individually or in the aggregate, have a STAR Material Adverse Effect.

(c)     STAR and the STAR Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all personal assets owned, used or held for use by them. Neither STAR’s nor the STAR Subsidiaries’ ownership of any such personal property is subject to any Liens, other than Permitted Liens.

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(d)    A policy of title insurance has been issued for each STAR Property insuring, as of the effective date of such insurance policy, (i)(A) fee simple title interest held by STAR or the applicable STAR Subsidiary with respect to STAR Properties that are not subject to ground leases and (B) a valid leasehold estate held by STAR or the applicable STAR Subsidiary that are subject to ground leases and (ii) to the Knowledge of STAR, such insurance policies are in full force and effect, and no material claim has been made against any such policy that remains outstanding as of the date of hereof.

Section 5.11    Environmental Matters. Except as, individually or in the aggregate, would not reasonably be expected to have a STAR Material Adverse Effect: (i) no notification, demand, request for information, citation, summons, notice of violation or order has been received, no complaint has been filed, no penalty has been assessed and no investigation, action, suit or proceeding is pending or, to the Knowledge of STAR, is threatened relating to STAR or any of the STAR Subsidiaries or any of their respective properties, and relating to or arising out of any Environmental Law or Hazardous Substance; (ii) STAR and the STAR Subsidiaries are, and for the past year, have been, in compliance with all Environmental Laws and all applicable Environmental Permits; (iii) STAR and each of the STAR Subsidiaries is in possession of all Environmental Permits necessary for STAR and each STAR Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof, and all such Environmental Permits are valid and in full force and effect; (iv) any and all Hazardous Substances disposed of by STAR and each STAR Subsidiary was done so in accordance with all applicable Environmental Laws and Environmental Permits; (v) STAR and the STAR Subsidiaries are not subject to any order, writ, judgment, injunction, decree, stipulation, determination or award by any Governmental Authority pursuant to any Environmental Laws, any Environmental Permit or with respect to any Hazardous Substance; and (vi) there are no liabilities or obligations of STAR or any of the STAR Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous Substance and there is no condition, situation or set of circumstances that would reasonably be expected to result in any such liability or obligation.

Section 5.12    Material Contracts.

(a)    STAR has made available to SIR a true, correct and complete copy of each Contract in effect as of the date hereof to which STAR or any STAR Subsidiary is a party or by which any of its properties or assets are bound that:

(i)    is required to be filed with the SEC as an exhibit to STAR’s Annual Report on Form 10-K for the year ending December 31, 2018 or any subsequent current or periodic report pursuant to Item 601(b)(1), (2), (4), (9) or (10) of Regulation S-K promulgated under the Securities Act;

(ii)    is required to be described pursuant to Item 404 of Regulation S-K promulgated under the Securities Act;

(iii)    obligates the STAR Parties or any other STAR Subsidiary to make non-contingent aggregate annual expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) in excess of $1,000,000 and is not cancelable within ninety (90) days without material penalty to the STAR Parties or any other STAR Subsidiary;

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(iv)    contains any non-compete or exclusivity provisions with respect to any line of business or geographic area that restricts the business of the STAR Parties or any other STAR Subsidiary, including upon consummation of the transactions contemplated by this Agreement, or that otherwise restricts the lines of business conducted by the STAR Parties or any other STAR Subsidiary or the geographic area in which the STAR Parties or any other STAR Subsidiary may conduct business;

(v)    is a Contract that obligates the STAR Parties or any other STAR Subsidiary to indemnify any past or present directors, officers, or employees of the STAR Parties or any other STAR Subsidiary pursuant to which the STAR Parties or any other STAR Subsidiary is the indemnitor;

(vi)    constitutes (A) an Indebtedness obligation of the STAR Parties or any other STAR Subsidiary with a principal amount as of the date hereof greater than $1,000,000 or (B) a Contract (including any so called take-or-pay or keepwell agreements) under which (1) any Person including STAR or a STAR Subsidiary, has directly or indirectly guaranteed Indebtedness, liabilities or obligations of STAR or STAR Subsidiary or (2) STAR or a STAR Subsidiary has directly or indirectly guaranteed Indebtedness, liabilities or obligations of any Person, including STAR or another STAR Subsidiary (in each case other than endorsements for the purpose of collection in the ordinary course of business);

(vii)    requires the STAR Parties or any other STAR Subsidiary to dispose of or acquire assets or properties that (together with all of the assets and properties subject to such requirement in such Contract) have a fair market value in excess of $1,000,000, or involves any pending or contemplated merger, consolidation or similar business combination transaction;

(viii)    constitutes an interest rate cap, interest rate collar, interest rate swap or other Contract relating to a swap or other hedging transaction of any type;

(ix)    constitutes a loan to any Person (other than a Wholly Owned STAR Subsidiary or the STAR Operating Partnership) by STAR or any STAR Subsidiary in an amount in excess of $1,000,000;

(x)    sets forth the operational terms of a joint venture, partnership, limited liability company or strategic alliance of the STAR Parties or any other STAR Subsidiary with a third party;

(xi)    prohibits the pledging of the capital stock of STAR or any STAR Subsidiary or prohibits the issuance of guarantees by any STAR Subsidiary;

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(xii)    contains covenants expressly limiting, in any material respect, the ability of STAR or any STAR Subsidiary to sell, transfer, pledge or otherwise, dispose of any material assets or business of STAR or any STAR Subsidiary;

(xiii)    contains restrictions on the ability of STAR or any STAR Subsidiary to pay dividends or other distributions (other than pursuant to the organizational documents of STAR and STAR Subsidiaries);

(xiv)    is with a Governmental Authority;

(xv)    has continuing “earn-out” or other similar contingent purchase price payment obligations, in each case that could result in payments, individually or in the aggregate, in excess of $1,000,000;

(xvi)    is an employment Contract or consulting Contract;

(xvii)    provides severance, retention or transaction bonus payments, change of control payments or similar compensation;

(xviii)    is a settlement agreement or release of claims with any current employee or with any former employee within the past five (5) years;

(xix)    is a lease, sublease, license or other rental agreement or occupancy agreement (written or verbal) which grants any possessory interest in and to any space situated on or in the STAR Properties or that otherwise gives rights with regard to the use of the STAR Properties;

(xx)    is a ground lease under which STAR or a STAR Subsidiary holds a leasehold interest in the STAR Properties or any portion thereof; or

(xxi)    is both (A) not made in the ordinary course of business consistent with past practice and (B) material to STAR and the STAR Subsidiaries, taken as a whole.

(b)    Each Contract in any of the categories set forth in Section 5.12(a) to which the STAR Parties or any other STAR Subsidiary is a party or by which it is bound as of the date hereof is referred to herein as a “STAR Material Contract.”

(c) Each STAR Material Contract is legal, valid, binding and enforceable on the STAR Parties and each other STAR Subsidiary that is a party thereto and, to the Knowledge of STAR, each other party thereto, and is in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). The STAR Parties and each other STAR Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each STAR Material Contract and, to the Knowledge of STAR, each other party thereto has performed all obligations required to be performed by it under such STAR Material Contract prior to the date hereof. None of the STAR Parties or any other STAR Subsidiary, nor, to the Knowledge

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of STAR, any other party thereto, is in breach or violation of, or default under, any STAR Material Contract, and no event has occurred that, with notice or lapse of time or both, would constitute a violation, breach or default under any STAR Material Contract, except where in each case such breach, violation or default, individually or in the aggregate, would not reasonably be expected to have a STAR Material Adverse Effect. None of the STAR Parties or any other STAR Subsidiary has received notice of any violation or default under, or currently owes any termination, cancellation or other similar fees or any liquidated damages with respect to, any STAR Material Contract, except for violations, defaults, fees or damages that, individually or in the aggregate, would not reasonably be expected to have a STAR Material Adverse Effect. Since December 31, 2016 and as of the date hereof, neither STAR nor any STAR Subsidiary has received any written notice of the intention of any party to cancel, terminate, materially change the scope of rights under or fail to renew any STAR Material Contract.

(d)    Each management agreement pursuant to which any third party manages or operates any of the STAR Properties on behalf of STAR or any STAR Subsidiary is valid, binding and in full force and effect as against STAR or the applicable STAR Subsidiary and, to the Knowledge of STAR, as against the other party thereto. Neither STAR nor any STAR Subsidiary owes any termination, cancellation or other similar fees or any liquidated damages to any third party manager or operator.

Section 5.13    Taxes.

(a)    Each STAR Party and each other STAR Subsidiary has timely filed with the appropriate Governmental Authority all United States federal income Tax Returns and all other material Tax Returns required to be filed, taking into account any extensions of time within which to file such Tax Returns, and all such Tax Returns were complete and correct in all material respects. Each STAR Party and each other STAR Subsidiary has duly paid (or there has been paid on their behalf), or made adequate provisions in accordance with GAAP for, all material Taxes required to be paid by them, whether or not shown on any Tax Return. True and materially complete copies of all United States federal income Tax Returns that have been filed with the IRS by STAR and each STAR Subsidiary with respect to the taxable years ending on or after December 31, 2015 have been made available to SIR. No written claim has been proposed by any Governmental Authority in any jurisdiction where STAR or any STAR Subsidiary do not file Tax Returns that STAR or any STAR Subsidiary is or may be subject to Tax by such jurisdiction.

(b)    Beginning with its initial taxable year ending on December 31, 2014, and through and including the Closing Date (determined as if STAR’s current taxable year ended immediately prior to Closing), STAR (i) has been organized and operated in conformity with the requirements to qualify as a REIT under the Code and the current and proposed method of operation for STAR is expected to enable STAR to continue to meet the requirements for qualification as a REIT through and including the Closing Date, and (ii) has not taken or omitted to take any action which would reasonably be expected to result in STAR’s failure to qualify as a REIT, and no challenge to STAR’s status as a REIT is pending or threatened in writing. No STAR Subsidiary is a corporation for United States federal income tax purposes, other than a corporation that qualifies as a Qualified REIT Subsidiary or as a Taxable REIT Subsidiary. STAR’s dividends paid deduction, within the meaning of Section 561 of the Code, for each taxable year, taking into

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account any dividends subject to Sections 857(b)(8) or 858 of the Code, has not been less than the sum of (i) STAR’s REIT taxable income, as defined in Section 857(b)(2) of the Code, determined without regard to any dividends paid deduction for such year and (ii) STAR’s net capital gain for such year.

(c)    (i) There are no audits, investigations by any Governmental Authority or other proceedings pending or, to the Knowledge of STAR, threatened with regard to any material Taxes or Tax Returns of STAR or any STAR Subsidiary; (ii) no material deficiency for Taxes of STAR or any STAR Subsidiary has been claimed, proposed or assessed in writing or, to the Knowledge of STAR, threatened, by any Governmental Authority, which deficiency has not yet been settled except for such deficiencies which are being contested in good faith or with respect to which the failure to pay, individually or in the aggregate, would not reasonably be expected to have a STAR Material Adverse Effect; (iii) neither STAR nor any STAR Subsidiary has waived any statute of limitations with respect to the assessment of material Taxes or agreed to any extension of time with respect to any material Tax assessment or deficiency for any open tax year; (iv) neither STAR nor any STAR Subsidiary is currently the beneficiary of any extension of time within which to file any material Tax Return; and (v) neither STAR nor any STAR Subsidiary has entered into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law).

(d)    Each STAR Subsidiary that is a partnership, joint venture or limited liability company and that has not elected to be a Taxable REIT Subsidiary has been since its formation treated for United States federal income tax purposes as a partnership, disregarded entity, or Qualified REIT Subsidiary, as the case may be, and not as a corporation, an association taxable as a corporation whose separate existence is respected for United States federal income tax purposes, or a “publicly traded partnership” within the meaning of Section 7704(b) of the Code that is treated as a corporation for U.S. federal income tax purposes under Section 7704(a) of the Code.

(e)    Neither STAR nor any STAR Subsidiary holds any asset the disposition of which would be subject to Treasury Regulation Section 1.337(d)-7, nor have they disposed of any such asset during its current taxable year.

(f)    Since its inception, STAR and the STAR Subsidiaries have not incurred (i) any material liability for Taxes under Sections 857(b)(1), 857(b)(4), 857(b)(5), 857(b)(6)(A), 857(b)(7), 860(c) or 4981 of the Code, or Treasury Regulations Sections 1.337(d)-5, 1.337(d)-6, or 1.337(d)-7, (ii) any material liability for Taxes under Sections 857(b)(5) (for income test violations), 856(c)(7)(C) (for asset test violations), or 856(g)(5)(C) (for violations of other qualification requirements applicable to REITs) and (iii) STAR has not, and none of the STAR Subsidiaries have, incurred any material liability for Tax other than (A) in the ordinary course of business consistent with past practice, or (B) transfer or similar Taxes arising in connection with sales of property. No event has occurred, and to the Knowledge of STAR no condition or circumstances exists, which presents a material risk that any material liability for Taxes described clauses (i), (ii) or (iii) of the preceding sentence will be imposed upon STAR or any STAR Subsidiary.

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(g)    STAR and the STAR Subsidiaries have complied, in all material respects, with all applicable Laws relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446 and 3402 of the Code or similar provisions under any state and foreign Laws) and have duly and timely withheld and, in each case, have paid over to the appropriate taxing authorities all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Laws.

(h)    There are no STAR Tax Protection Agreements (as hereinafter defined) in force at the date of this Agreement, and, as of the date of this Agreement, no person has raised in writing, or to the Knowledge of STAR threatened to raise, a material claim against STAR or any STAR Subsidiary for any breach of any STAR Tax Protection Agreements. As used herein, “STAR Tax Protection Agreements” means any written agreement to which STAR or any STAR Subsidiary is a party pursuant to which: (i) any liability to holders of limited partnership interests in a STAR Subsidiary Partnership (as hereinafter defined) relating to Taxes may arise, whether or not as a result of the consummation of the transactions contemplated by this Agreement; and/or (ii) in connection with the deferral of income Taxes of a holder of limited partnership interests or limited liability company interests in a STAR Subsidiary Partnership, STAR or any STAR Subsidiary has agreed to (A) maintain a minimum level of debt, continue a particular debt or provide rights to guarantee debt, (B) retain or not dispose of assets, (C) make or refrain from making Tax elections, and/or (D) only dispose of assets in a particular manner. As used herein, “STAR Subsidiary Partnership” means a STAR Subsidiary that is a partnership for United States federal income tax purposes.

(i)    There are no Tax Liens upon any property or assets of STAR or any STAR Subsidiary except Liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP.

(j)    There are no Tax allocation or sharing agreements or similar arrangements with respect to or involving STAR or any STAR Subsidiary, and after the Closing Date neither STAR nor any STAR Subsidiary shall be bound by any such Tax allocation agreements or similar arrangements or have any liability thereunder for amounts due in respect of periods prior to the Closing Date.

(k)    Neither STAR nor any STAR Subsidiary has requested or received any private letter ruling or other similar written ruling of a Governmental Authority or entered into any written agreement with a Governmental Authority with respect to any Taxes, and neither STAR nor any STAR Subsidiary is subject to any such private letter ruling or other similar written ruling of a Governmental Authority.

(l)    Neither STAR nor any STAR Subsidiary (i) has been a member of an affiliated group filing a consolidated federal income Tax or (ii) has any liability for the Taxes of any Person (other than any STAR Subsidiary) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by Contract, or otherwise.

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(m)    Neither STAR nor any STAR Subsidiary has participated in any “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b).

(n)    Neither STAR nor any STAR Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the two (2) years prior to the date of this Agreement.

(o)    No written power of attorney that has been granted by STAR or any STAR Subsidiary (other than to STAR or a STAR Subsidiary) currently is in force with respect to any matter relating to Taxes.

Section 5.14    Intellectual Property. Neither STAR nor any STAR Subsidiary: (a) owns any registered trademarks, patents or copyrights, (b) has any pending applications, registrations or recordings for any trademarks, patents or copyrights or (c) is a party to any Contracts with respect to use by STAR or any STAR Subsidiary of any trademarks or patents. Except as, individually or in the aggregate, would not reasonably be expected to have a STAR Material Adverse Effect, (i) no Intellectual Property used by STAR or any STAR Subsidiary infringes or is alleged to infringe any Intellectual Property rights of any third party, (ii) no Person is misappropriating, infringing or otherwise violating any Intellectual Property of STAR or any STAR Subsidiary, and (iii) STAR and the STAR Subsidiaries own or are licensed to use, or otherwise possess valid rights to use, all Intellectual Property necessary to conduct the business of STAR and the STAR Subsidiaries as it is currently conducted. Since January 1, 2019, neither STAR nor any STAR Subsidiary has received any written or, to the Knowledge of STAR, verbal complaint, claim or notice alleging misappropriation, infringement or violation of any Intellectual Property rights of any third party.

Section 5.15    Insurance. STAR and each STAR Subsidiary maintain material insurance policies and all material fidelity bonds as set forth in Section 5.15 of the STAR Disclosure Letter (which specifies the general type of insurance, insurer, policy number and aggregate limit) (the “STAR Insurance Policies”). All such insurance policies are in full force and effect, and, as of the date hereof, no written notice of cancellation or termination has been received by STAR or any STAR Subsidiary with respect to any such policy which has not been replaced on substantially similar terms prior to the date of such cancellation, and there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a breach or default, by any insured thereunder, or permit termination or modification, of any of the policies, except as would not, individually or in the aggregate, reasonably be expected to have a STAR Material Adverse Effect. Except as, individually or in the aggregate, would not reasonably be expected to have a STAR Material Adverse Effect, all premiums currently due and payable under all STAR Insurance Policies have been paid, and STAR and the STAR Subsidiaries have otherwise complied in all material respects with the terms and conditions of all STAR Insurance Policies.

Section 5.16    Benefit Plans.

(a)    Other than the STAR Equity Incentive Plan, STAR and the STAR Subsidiaries do not and are not required to, and have not and have never been required to, maintain, sponsor or contribute to any Benefit Plans. Neither STAR nor any STAR Subsidiary has any contract, plan or commitment, whether or not legally binding, to create any Benefit Plan.

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(b)    Except as individually or in the aggregate, have not had and would not reasonably be expected to have STAR Material Adverse Effect, none of STAR, any STAR Subsidiary or any of their respective ERISA Affiliates has incurred any obligation or liability with respect to or under any employee benefit plan, program or arrangement (including any agreement, program, policy or other arrangement under which any current or former employee, director or consultant has any present or future right to benefits) which has created or will create any obligation with respect to, or has resulted in or will result in any liability to STAR or any STAR Subsidiary.

(c)    Except as individually or in the aggregate, have not had and would not reasonably be expected to have a STAR Material Adverse Effect, the STAR Equity Incentive Plan was established and has been administered in accordance with its terms and in compliance with all applicable Laws, including the Code.

(d)    None of STAR, any STAR Subsidiaries or any of their respective ERISA Affiliates has ever maintained, contributed to, or participated in, or otherwise has any obligation or liability in connection with: (i) a “pension plan” under Section 3(2) of ERISA that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (iii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or (iv) a “multiple employer plan” (as defined in Section 413(c) of the Code).

(e)    Except as individually or in the aggregate, have not had and would not reasonably be expected to have a STAR Material Adverse Effect, no amount that could be received (whether in cash or property or the vesting of property) as a result of the Merger or any of the other transactions contemplated hereby (alone or in combination with any other event) by any Person who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) under any compensation arrangement could be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code).

(f)    Except as individually or in the aggregate, have not had and would not reasonably be expected to have a STAR Material Adverse Effect, the STAR Equity Incentive Plan has been maintained and operated in compliance with Section 409A of the Code or an available exemption therefrom.

(g)    Neither STAR nor any STAR Subsidiary is a party to or has any obligation under any Contract, the STAR Equity Incentive Plan or otherwise to compensate any Person for excise Taxes payable pursuant to Section 4999 of the Code or for additional Taxes payable pursuant to Section 409A of the Code.

(h)    Neither STAR nor any STAR Subsidiary has, or has ever had, any employees.

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Section 5.17    Related Party Transactions. Except as described in the publicly available STAR SEC Documents filed with or furnished to the SEC on or after January 1, 2016 and prior to the date hereof, no agreements, arrangements or understandings between any of the STAR Parties or any other STAR Subsidiary (or binding on any of their respective properties or assets), on the one hand, and any other Person, on the other hand (other than those exclusively among STAR and STAR Subsidiaries) (the “STAR Related Party Agreements”), are in existence that are not, but are required to be, disclosed under Item 404 of Regulation S-K promulgated by the SEC.

Section 5.18    Brokers. No broker, investment banker or other Person (other than the Persons listed in Section 5.18 of the STAR Disclosure Letter, each in a fee amount not to exceed the amount set forth in Section 5.18 of the STAR Disclosure Letter, pursuant to the terms of the engagement letter between STAR and such Person, true, correct and complete copies of which have been provided to SIR prior to the date hereof) is entitled to any broker’s, finder’s or other similar fee or commission in connection with the Merger and the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of the STAR Parties or any other STAR Subsidiary.

Section 5.19    Opinion of Financial Advisor. The STAR Special Committee has received the written opinion of Robert A. Stanger & Co., Inc. (the “STAR Financial Advisor”), to the effect that, as of the date of such opinion and based on and subject to the assumptions, limitations, qualifications and conditions set forth in its written opinion, the Merger Consideration is fair, from a financial point of view, to STAR. STAR will deliver to SIR a complete and correct copy of such opinion promptly after receipt thereof by the STAR Special Committee solely for informational purposes. STAR and Merger Sub acknowledge that the opinion of the SIR Financial Advisor contemplated by Section 4.19 is for the benefit of the SIR Special Committee and that neither STAR nor Merger Sub shall be entitled to rely on that opinion for any purpose.

Section 5.20    Takeover Statutes. None of STAR, Merger Sub or any STAR Subsidiary is, nor at any time during the last two (2) years has been, an “interested stockholder” of SIR as defined in Section 3-601 of the MGCL. The STAR Board has taken all action necessary to render inapplicable to the Merger the restrictions on business combinations contained in Subtitle 6 of Title 3 of the MGCL. The restrictions on control share acquisitions contained in Subtitle 7 of Title 3 of the MGCL are not applicable to the Merger. No other Takeover Statutes are applicable to this Agreement, the Merger or the other transactions contemplated by this Agreement. No dissenters’, appraisal or similar rights are available to the holders of STAR Common Stock with respect to the Merger and the other transactions contemplated by this Agreement.

Section 5.21    Information Supplied. None of the information relating to STAR or any STAR Subsidiary contained or incorporated by reference in the Proxy Statement or the Form S-4 or that is provided by STAR or any STAR Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Proxy Statement, at the time of the mailing thereof, at the time of the Stockholders Meeting, at the time the Form S-4 is declared effective or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or

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(b) in the case of the Form S-4 or with respect to any other document to be filed by STAR with the SEC in connection with the Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that STAR is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to STAR, its officers, directors and partners and the STAR Subsidiaries (or other information supplied by or on behalf of STAR or any STAR Subsidiaries for inclusion therein) will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the SIR Parties.

Section 5.22    Ownership of Merger Sub; No Prior Activities.

(a)    Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. All of the limited liability company membership interests of Merger Sub are owned, directly or indirectly, by STAR.

(b)    Except for the obligations or liabilities incurred in connection with its organization and the transactions contemplated by this Agreement, Merger Sub has not, and will not have prior to the Merger Effective Time, incurred, directly or indirectly through any subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.

Section 5.23    Financing. As of the Closing, STAR will have available to it all funds necessary to satisfy all of its obligations hereunder and transactions contemplated hereby.

Section 5.24    No Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby, none of the STAR Parties or any other Person on behalf of a STAR Party has made any representation or warranty, expressed or implied, with respect to the STAR Parties or any other STAR Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the STAR Parties or any other STAR Subsidiary. In particular, without limiting the foregoing disclaimer, none of the STAR Parties or any other Person on behalf of a STAR Party makes or has made any representation or warranty to any SIR Party or any of their respective Affiliates or Representatives with respect to, except for the representations and warranties made by the STAR Parties in this Article 5, or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the SIR Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the STAR Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the STAR Parties acknowledge and agree that none of the SIR Parties or any other Person has made or is making any representations or warranties relating to the SIR

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Parties whatsoever, express or implied, beyond those expressly given by any SIR Party in Article 4, or any document, agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or completeness of any information regarding any SIR Party furnished or made available to the STAR Parties or any of their respective Representatives.

ARTICLE 6

COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER

Section 6.1    Conduct of Business by SIR.

(a)    SIR covenants and agrees that, between the date of this Agreement and the earlier to occur of the Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (1) to the extent required by Law, (2) as may be consented to in advance in writing by STAR (which consent shall not be unreasonably withheld, conditioned or delayed), (3) as may be expressly contemplated, expressly required or expressly permitted by this Agreement, or (4) as set forth in Section 6.1(a) or Section 6.1(b) of the SIR Disclosure Letter, each of the SIR Parties shall, and shall cause each of the other SIR Subsidiaries to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use all reasonable efforts to (A) preserve intact its current business organization, goodwill, ongoing businesses and significant relationships with third parties and (B) maintain the status of SIR as a REIT.

(b)    Without limiting the foregoing, SIR further covenants and agrees that, during the Interim Period, except (1) to the extent required by Law, (2) as may be consented to in advance in writing by STAR (which consent shall not be unreasonably withheld, conditioned or delayed), (3) as may be expressly contemplated, expressly required or expressly permitted by this Agreement, or (4) as set forth in Section 6.1(a) or Section 6.1(b) of the SIR Disclosure Letter, the SIR Parties shall not, and shall not cause or permit any other SIR Subsidiary to, do any of the following:

(i)    other than as contemplated in this Agreement, amend or propose to amend (A) the SIR Governing Documents or (B) such equivalent organizational or governing documents of any SIR Subsidiary, or (C) waive the stock ownership limit or create an Excepted Holder Limit (as defined in the SIR Charter) under the SIR Charter;

(ii)    adjust, split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of SIR or any SIR Subsidiary;

(iii)    declare, set aside or pay any dividend on or make any other actual, constructive or deemed distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of SIR or any SIR Subsidiary or other equity securities or ownership interests in SIR or any SIR Subsidiary or otherwise make any payment to its or their stockholders or other equity holders in their capacity as such, except for (A) the declaration and payment by SIR of regular dividends in accordance with past practice at a daily rate not to exceed $0.001519, as may be adjusted to account for a 366-day year, per

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share of SIR Common Stock, (B) the declaration and payment by the SIR Operating Partnership of regular distributions in accordance with past practice and for any interim period through the Closing Date, on the SIR OP Interests, (C) the declaration and payment of dividends or other distributions to SIR by any directly or indirectly Wholly Owned SIR Subsidiary, and (D) distributions by any SIR Subsidiary that is not wholly owned, directly or indirectly, by SIR, in accordance with the requirements of the organizational documents of such SIR Subsidiary; provided, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(b)(iii), SIR and any SIR Subsidiary shall be permitted to make distributions (without the consent of STAR), including under Sections 858 or 860 of the Code, reasonably necessary for SIR to maintain its status as a REIT under the Code (or applicable state Law) and avoid or reduce the imposition of any entity level income or excise Tax under the Code (or applicable state Law);

(iv)    other than in accordance with the SIR SRP set forth on Section 6.1(b)(iv) of the SIR Disclosure Letter, redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of SIR or a SIR Subsidiary;

(v)    except for transactions among SIR and one or more Wholly Owned SIR Subsidiaries or among one or more Wholly Owned SIR Subsidiaries, issue, sell, pledge, dispose, encumber or grant any shares of SIR or any of the SIR Subsidiaries’ capital stock (including the SIR OP Interests), or authorize the issuance, sale, pledge, disposition, grant, transfer or any Lien against (except for permitted refinancing), or otherwise enter into any Contract or understanding with respect to the voting of, any shares of SIR or any of the SIR Subsidiaries’ capital stock (including the SIR OP Interests, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of SIR Capital Stock or any of the SIR Subsidiaries’ capital stock or other equity interests;

(vi)    acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any material assets, except (A) acquisitions by SIR or any Wholly Owned SIR Subsidiary of or from an existing Wholly Owned SIR Subsidiary and (B) other acquisitions in the ordinary course of business;

(vii)    sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except in the ordinary course of business consistent with past practice, provided that any sale, mortgage, pledge, lease, assignment, transfer, disposition or deed in connection with (x) the satisfaction of any margin call, or (y) the posting of collateral in connection with any Contract to which SIR or any SIR Subsidiary is a party, shall be considered to be done in the ordinary course of business consistent with past practice;

(viii)    except as set forth on Section 6.1(b)(viii) of the Disclosure Letter, incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or guarantee such Indebtedness of another Person, or issue, sell or amend the terms of any debt securities or rights to acquire any debt securities of SIR or any of the SIR Subsidiaries, except (A) Indebtedness incurred under SIR’s then-existing credit facilities in the ordinary

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course of business consistent with past practice (including to the extent necessary to pay dividends permitted by Section 6.1(b)(iii)), (B) Indebtedness incurred in the ordinary course of business that does not, in the aggregate, exceed $1,000,000, and (C) refinancing of existing Indebtedness (provided, that the terms of such new Indebtedness shall not be materially more onerous on SIR compared to the existing Indebtedness and the principal amount of such replacement Indebtedness shall not be materially greater than the Indebtedness it is replacing);

(ix)    make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than in the ordinary course of business and other than loans, advances or capital contributions to, or investments in, any Wholly Owned SIR Subsidiary;

(x)    other than in the ordinary course of business, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any SIR Material Contract (or any Contract that, if existing as of the date hereof, would be a SIR Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing SIR Material Contract that occurs automatically without any action (other than notice of renewal) by SIR or any SIR Subsidiary or (B) as may be reasonably necessary to comply with the terms of this Agreement;

(xi)    except as set forth on Section 6.1(b)(xi) of the Disclosure Letter, authorize, make or commit to make any capital expenditures other than in the ordinary course of business or to address obligations under existing Contracts, or in conjunction with emergency repairs;

(xii)    make any payment, direct or indirect, of any liability of SIR or any SIR Subsidiary before the same comes due in accordance with its terms, other than (A) in the ordinary course of business consistent with past practice or (B) in connection with dispositions or refinancings of any Indebtedness otherwise permitted hereunder;

(xiii)    waive, release, assign, settle or compromise any Action, other than waivers, releases, assignments, settlements or compromises that (A) with respect to the payment of monetary damages, involve only the payment of monetary damages (excluding any portion of such payment payable under an existing property-level insurance policy) (x) equal to or less than the amounts specifically reserved with respect thereto on the most recent balance sheet of SIR made available to STAR prior to the date of this Agreement or (y) that do not exceed $750,000 individually or $1,000,000 in the aggregate, (B) do not involve the imposition of injunctive relief against SIR or any SIR Subsidiary or the Surviving Entity, (C) do not provide for any admission of material liability by SIR or any of the SIR Subsidiaries, excluding in each case any such matter relating to Taxes (which, for the avoidance of doubt, shall be covered by Section 6.1(b)(xix)), and (D) with respect to any Action involving any present, former or purported holder or group of holders of SIR Common Stock in accordance with Section 7.6(c);

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(xiv)    (A) increase in any manner the amount, rate or terms of compensation or benefits of any of SIR’s current or former employees, officers or directors, except for increases in annual salary or wage rate in the ordinary course of business consistent with past practice and except for reasonable compensation that may be payable to the members of the SIR Special Committee, or (B) enter into, adopt, amend or terminate any employment, bonus, severance or retirement Contract or Benefit Plan or other compensation or employee benefits arrangement, except as may be required to comply with applicable Law;

(xv) fail to maintain all financial books and records in all material respects in accordance with GAAP or make any material change to its methods of accounting in effect on August 1, 2019, except as required by a change in GAAP or in applicable Law, or make any change with respect to accounting policies, principles or practices unless required by GAAP or the SEC;

(xvi)    enter into any new line of business;

(xvii)    form any new, or consent to any amendment or modification of the terms of existing, funds, joint ventures or non-traded real estate investment trusts or other pooled investment vehicles;

(xviii)    fail to duly and timely file all material reports and other material documents required to be filed with any Governmental Authority, subject to extensions permitted by Law;

(xix)    enter into or modify in a manner adverse to SIR any SIR Tax Protection Agreement, make, change or rescind any material election relating to Taxes, change a material method of Tax accounting, file or amend any material Tax Return, settle or compromise any material federal, state, local or foreign Tax liability, audit, claim or assessment, enter into any material closing agreement related to Taxes, or knowingly surrender any right to claim any material Tax refund, give or request any waiver of a statute of limitation with respect to any material Tax Return except, in each case, (A) to the extent required by Law or (B) to the extent necessary (x) to preserve SIR’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any SIR Subsidiary as a disregarded entity or partnership for United States federal income tax purposes or as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be;

(xx) take any action that would, or fail to take any action, the failure of which to be taken would, reasonably be expected to cause SIR to fail to qualify as a REIT or any SIR Subsidiary to cease to be treated as any of (A) a partnership or disregarded entity for United States federal income tax purposes or (B) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be;

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(xxi)    adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization except in connection with any transaction permitted by Section 6.1(b)(vi) or Section 6.1(b)(vii) in a manner that would not reasonably be expected to be materially adverse to STAR or to prevent or impair the ability of the STAR Parties to consummate the Merger;

(xxii)    amend or modify the engagement letters entered into with the Persons listed on Section 4.18 of the SIR Disclosure Letter, in a manner adverse to SIR or any SIR Subsidiary, or engage other financial advisers in connection with the transactions contemplated by this Agreement;

(xxiii)    make any payment, loan, distribution or transfer of assets to SIR Advisor or its Affiliates (other than SIR and any SIR Subsidiary) except in such amount and as expressly contemplated by this Agreement or the SIR Advisory Agreement;

(xxiv)    take any action (or fail to take any action) that would make dissenters’, appraisal or similar rights available to the holders of the SIR Common Stock with respect to the Merger;

(xxv)    permit any Liens, other than Permitted Liens; or

(xxvi)    authorize, or enter into any Contract or arrangement to do any of the foregoing.

(c) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit SIR from taking any action, at any time or from time to time, that in the reasonable judgment of the SIR Board, upon advice of counsel to SIR, is reasonably necessary (i) for SIR to avoid or to continue to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Merger Effective Time or (ii) to establish or maintain any exemption from or otherwise avoid the imposition of any requirement that SIR or any SIR Subsidiary be registered as an investment company under the Investment Company Act, including in each case, making dividend or any other actual, constructive or deemed distribution payments to stockholders of SIR in accordance with this Agreement or otherwise as permitted pursuant to Section 6.1(b)(iii).

Section 6.2    Conduct of Business by STAR.

(a)    STAR covenants and agrees that during the Interim Period, except (1) to the extent required by Law, (2) as may be consented to in advance in writing by SIR (which consent shall not be unreasonably withheld, conditioned or delayed), (3) as may be expressly contemplated, expressly required or expressly permitted by this Agreement, (4) as may be required by the STAR III Merger Agreement, or (5) as set forth in Section 6.2(a) or Section 6.2(b) of the STAR Disclosure Letter, each of the STAR Parties shall, and shall cause each of the other STAR Subsidiaries to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use all reasonable efforts to (A) preserve intact its current business organization, goodwill, ongoing businesses and significant relationships with third parties and (B) maintain the status of STAR as a REIT.

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(b)    Without limiting the foregoing, STAR further covenants and agrees that, during the Interim Period, except (1) to the extent required by Law, (2) as may be consented to in advance in writing by SIR (which consent shall not be unreasonably withheld, conditioned or delayed), (3) as may be expressly contemplated, expressly required or expressly permitted by this Agreement, or (4) as set forth in Section 6.2(a) or Section 6.2(b) of the STAR Disclosure Letter, the STAR Parties shall not, and shall not cause or permit any other STAR Subsidiary to, do any of the following:

(i)    other than as contemplated in this Agreement, amend or propose to amend (A) the STAR Governing Documents or such equivalent organizational or governing documents of any STAR Subsidiary, or (B) waive the stock ownership limit or create an Excepted Holder Limit (as defined in the STAR Charter) under the STAR Charter;

(ii)    adjust, split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of STAR or any STAR Subsidiary;

(iii)    declare, set aside or pay any dividend on or make any other actual, constructive or deemed distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of STAR or any STAR Subsidiary or other equity securities or ownership interests in STAR or any STAR Subsidiary or otherwise make any payment to its or their stockholders or other equity holders in their capacity as such, except for (A) the declaration and payment by STAR of regular dividends in accordance with past practice at a daily rate not to exceed $0.002466, as may be adjusted to account for a 366-day year, per share, of STAR Common Stock, (B) the declaration and payment by the STAR Operating Partnership of regular distributions in accordance with past practice and for any interim period through the Closing Date, on the STAR OP Interests, (C) the declaration and payment of dividends or other distributions to STAR by any directly or indirectly Wholly Owned STAR Subsidiary, and (D) distributions by any STAR Subsidiary that is not wholly owned, directly or indirectly, by STAR, in accordance with the requirements of the organizational documents of such STAR Subsidiary; provided, that, notwithstanding the restriction on dividends and other distributions in this Section 6.2(b)(iii), STAR and any STAR Subsidiary shall be permitted to make distributions, including under Sections 858 or 860 of the Code, reasonably necessary for STAR to maintain its status as a REIT under the Code and avoid or reduce the imposition of any entity level income or excise Tax under the Code;

(iv)    other than in accordance with the SIR SRP set forth on Section 6.2(b)(iv) of the STAR Disclosure Letter, redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of STAR or a STAR Subsidiary;

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(v)    except (A) pursuant to the STAR DRP and (B) for transactions among STAR and one or more Wholly Owned STAR Subsidiaries or among one or more Wholly Owned STAR Subsidiaries, issue, sell, pledge, dispose, encumber or grant any shares of STAR or any of the STAR Subsidiaries’ capital stock (including the STAR OP Interests) or authorize the issuance, sale, pledge, disposition, grant, transfer or any Lien against, or otherwise enter into any Contract or understanding with respect to the voting of, any shares of STAR or any of the STAR Subsidiaries’ capital stock (including the STAR OP Interests), or any options, warrants, convertible securities or other rights of any kind to acquire any shares of STAR Capital Stock or any of the STAR Subsidiaries’ capital stock or other equity interests;

(vi)    except as set forth on Section 6.2(b)(vi) of the Disclosure Letter, acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any material assets, except (A) acquisitions by STAR or any Wholly Owned STAR Subsidiary of or from an existing Wholly Owned STAR Subsidiary and (B) other acquisitions in the ordinary course of business;

(vii)    sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except in the ordinary course of business consistent with past practice, provided that any sale, mortgage, pledge, lease, assignment, transfer, disposition or deed in connection with (x) the satisfaction of any margin call, or (y) the posting of collateral in connection with any Contract to which STAR or any STAR Subsidiary is a party, shall be considered to be done in the ordinary course of business consistent with past practice;

(viii)    except as set forth on Section 6.2(b)(viii) of the Disclosure Letter, incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or guarantee such Indebtedness of another Person, or issue, sell or amend the terms of any debt securities or rights to acquire any debt securities of STAR or any of the STAR Subsidiaries, except (A) Indebtedness incurred under STAR’s then-existing credit facilities in the ordinary course of business consistent with past practice (including to the extent necessary to pay dividends permitted by Section 6.2(b)(iii)), (B) Indebtedness incurred in the ordinary course of business that does not, in the aggregate, exceed $1,000,000, and (C) refinancing of existing Indebtedness (provided, that the terms of such new Indebtedness shall not be materially more onerous on STAR compared to the existing Indebtedness and the principal amount of such replacement Indebtedness shall not be materially greater than the Indebtedness it is replacing);

(ix)    make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than in the ordinary course of business and other than loans, advances or capital contributions to, or investments in, any Wholly Owned STAR Subsidiary;

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(x)    other than in the ordinary course of business, enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any STAR Material Contract (or any Contract that, if existing as of the date hereof, would be a STAR Material Contract), other than (A) any termination or renewal in accordance with the terms of any existing STAR Material Contract that occurs automatically without any action (other than notice of renewal) by STAR or any STAR Subsidiary or (B) as may be reasonably necessary to comply with the terms of this Agreement;

(xi)    authorize, make or commit to make any capital expenditures other than in the ordinary course of business or to address obligations under existing Contracts, or in conjunction with emergency repairs;

(xii)    make any payment, direct or indirect, of any liability of STAR or any STAR Subsidiary before the same comes due in accordance with its terms, other than (A) in the ordinary course of business consistent with past practice or (B) in connection with dispositions or refinancings of any Indebtedness otherwise permitted hereunder;

(xiii)    waive, release, assign, settle or compromise any Action, other than waivers, releases, assignments, settlements or compromises that (A) with respect to the payment of monetary damages, involve only the payment of monetary damages (excluding any portion of such payment payable under an existing property-level insurance policy) (x) equal to or less than the amounts specifically reserved with respect thereto on the most recent balance sheet of STAR made available to SIR prior to the date of this Agreement or (y) that do not exceed $750,000 individually or $1,000,000 in the aggregate, (B) do not involve the imposition of injunctive relief against STAR or any STAR Subsidiary or the Surviving Entity, (C) do not provide for any admission of material liability by STAR or any of the STAR Subsidiaries, excluding in each case any such matter relating to Taxes (which, for the avoidance of doubt, shall be covered by Section 6.2(b)(xix), and (D) with respect to any Action involving any present, former or purported holder or group of holders of STAR Common Stock in accordance with Section 7.6(c);

(xiv)    (A) increase in any manner the amount, rate or terms of compensation or benefits of any of STAR’s current or former employees, officers or directors, except for increases in annual salary or wage rate in the ordinary course of business consistent with past practice and except for reasonable compensation that may be payable to the members of the STAR Special Committee, or (B) enter into, adopt, amend or terminate any employment, bonus, severance or retirement Contract or Benefit Plan or other compensation or employee benefits arrangement, except as may be required to comply with applicable Law;

(xv)    fail to maintain all financial books and records in all material respects in accordance with GAAP or make any material change to its methods of accounting in effect on August 1, 2019, except as required by a change in GAAP or in applicable Law, or make any change with respect to accounting policies, principles or practices unless required by GAAP or the SEC;

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(xvi)    enter into any new line of business;

(xvii)    form any new, or consent to any amendment or modification of the terms of existing, funds, joint ventures or non-traded real estate investment trusts or other pooled investment vehicles;

(xviii)    fail to duly and timely file all material reports and other material documents required to be filed with any Governmental Authority, subject to extensions permitted by Law;

(xix)    enter into or modify in a manner adverse to STAR any STAR Tax Protection Agreement, make, change or rescind any material election relating to Taxes, change a material method of Tax accounting, file or amend any material Tax Return, settle or compromise any material federal, state, local or foreign Tax liability, audit, claim or assessment, enter into any material closing agreement related to Taxes, or knowingly surrender any right to claim any material Tax refund, give or request any waiver of a statute of limitation with respect to any material Tax Return, except, in each case, (A) to the extent required by Law or (B) to the extent necessary (x) to preserve STAR’s qualification as a REIT under the Code or (y) to qualify or preserve the status of any STAR Subsidiary as a disregarded entity or partnership for United States federal income tax purposes or as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be;

(xx)    take any action that would, or fail to take any action, the failure of which to be taken would, reasonably be expected to cause STAR to fail to qualify as a REIT or any STAR Subsidiary to cease to be treated as any of (A) a partnership or disregarded entity for United States federal income tax purposes or (B) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be;

(xxi)    adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except in connection with any transaction permitted by Section 6.2(b)(vi) or Section 6.2(b)(vii) in a manner that would not reasonably be expected to be materially adverse to STAR or to prevent or impair the ability of the STAR Parties to consummate the Merger;

(xxii)    amend or modify the engagement letters entered into with the Persons listed on Section 4.18 of the STAR Disclosure Letter, in a manner adverse to STAR or any STAR Subsidiary, or engage other financial advisers in connection with the transactions contemplated by this Agreement;

(xxiii)    make any payment, loan, distribution or transfer of assets to STAR Advisor or its Affiliates (other than STAR and any STAR Subsidiary) except in such amount and as expressly contemplated by this Agreement or the STAR Advisory Agreement;

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(xxiv)    take any action (or fail to take any action) that would make dissenters’, appraisal or similar rights available to the holders of the STAR Common Stock with respect to the Merger;

(xxv)    permit any Liens, other than Permitted Liens; or

(xxvi)    authorize, or enter into any Contract or arrangement to do any of the foregoing.

(c) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit STAR from taking any action, at any time or from time to time, that in the reasonable judgment of the STAR Board, upon advice of counsel to STAR, is reasonably necessary (i) for STAR to avoid or to continue to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Merger Effective Time or (ii) to establish or maintain any exemption from or otherwise avoid the imposition of any requirement that STAR or any STAR Subsidiary be registered as an investment company under the Investment Company Act, including in each case, making dividend or any other actual, constructive or deemed distribution payments to stockholders of STAR in accordance with this Agreement or otherwise as permitted pursuant to Section 6.2(b)(iii).

(d)    For the avoidance of doubt, any amendment of the STAR III Merger Agreement shall require the prior approval of SIR, which approval shall not be unreasonably withheld, delayed or conditioned.

Section 6.3    No Control of Other Parties’ Business. Nothing contained in this Agreement shall give (i) STAR, directly or indirectly, the right to control or direct SIR or any SIR Subsidiary’s operations prior to the Merger Effective Time, or (ii) SIR, directly or indirectly, the right to control or direct STAR or any STAR Subsidiary’s operations prior to the Merger Effective Time. Prior to the Merger Effective Time, (i) SIR shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and the SIR Subsidiaries’ respective operations and (ii) STAR shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and the STAR Subsidiaries’ respective operations.

ARTICLE 7

ADDITIONAL COVENANTS

Section 7.1    Preparation of the Form S-4 and the Proxy Statement; Stockholder Approval.

(a)    As promptly as reasonably practicable following the date of this Agreement, (i) SIR shall prepare (with STAR’s reasonable cooperation) and cause to be filed with the SEC the Proxy Statement in preliminary form with respect to the Stockholders Meeting and (ii) STAR shall prepare (with SIR’s reasonable cooperation) and cause to be filed with the SEC, a registration statement on Form S-4 under the Securities Act (the “Form S-4”), which will include the Proxy

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Statement, to register under the Securities Act the shares of STAR Common Stock to be issued in the Merger, (together, the “Registered Securities”). Each of SIR and STAR shall use its reasonable best efforts to (A) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, (B) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act and (C) keep the Form S-4 effective for so long as necessary to complete the Merger, unless this Agreement is terminated pursuant to Article 9. Each of SIR and STAR shall furnish all information concerning itself, its Affiliates and the holders of its capital stock to the other Party and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and the Proxy Statement and shall provide to their and each other’s counsel such representations as reasonably necessary to render the opinions required to be filed therewith. The Form S-4 and the Proxy Statement shall include all information reasonably requested by such other Party to be included therein. Each of SIR and STAR shall promptly notify the other Party upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or the Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other Party with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Form S-4 or the Proxy Statement received from the SEC and advise the other Party of any oral comments with respect to the Form S-4 or the Proxy Statement received from the SEC. Each of SIR and STAR shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or the Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) with the SEC, mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of SIR and STAR, as applicable, shall cooperate and provide the other Party a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) and shall give due consideration to all reasonable comments provided by the other Party. STAR shall notify SIR, promptly after it receives notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification for offering or sale in any jurisdiction of the Registered Securities, and STAR shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. STAR shall also use its reasonable best efforts to take any other action required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in connection with the issuance of the Registered Securities, and SIR shall furnish all information concerning SIR and its stockholders as may be reasonably requested in connection with any such actions.

(b)    If, at any time prior to the receipt of the Stockholder Approval, any information relating to STAR or SIR, or any of their respective Affiliates, should be discovered by STAR or SIR which, in the reasonable judgment of STAR or SIR, should be set forth in an amendment of, or a supplement to, any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties, and STAR and SIR shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Form S-4 or the Proxy Statement and, to the extent required

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by Law, in disseminating the information contained in such amendment or supplement to stockholders of STAR and SIR. Nothing in this Section 7.1(b) shall limit the obligations of any Party under Section 7.1(a). For purposes of Section 5.24, Section 4.22 and this Section 7.1, any information concerning or related to SIR, its Affiliates or the Stockholders Meeting will be deemed to have been provided by SIR, and any information concerning or related to STAR or its Affiliates will be deemed to have been provided by STAR.

(c)    As promptly as practicable following the date of this Agreement, SIR shall, in accordance with applicable Law and the SIR Governing Documents, establish a record date for, duly call, give notice of, convene and hold the Stockholders Meeting solely for the purpose of obtaining the Stockholder Approval (and other matters that shall be submitted to the holders of SIR Common Stock at such meeting); provided, that such record date shall not be more than ninety (90) days prior to the date of the Stockholders Meeting. SIR shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to SIR’s stockholders entitled to vote at the Stockholders Meeting and to hold the Stockholders Meeting as soon as practicable after the Form S-4 is declared effective under the Securities Act (provided that there are no outstanding SEC comments on the Proxy Statement and the SEC has not otherwise enjoined mailing or use of the Proxy Statement). SIR shall, through the SIR Special Committee and the SIR Board, recommend to its stockholders that they provide the Stockholder Approval, include the SIR Special Committee and SIR Board Recommendation in the Proxy Statement and solicit and use its reasonable best efforts to obtain the Stockholder Approval, except to the extent that the SIR Special Committee and SIR Board shall have made an Adverse Recommendation Change as permitted by Section 7.3(c). Notwithstanding the foregoing provisions of this Section 7.1(c), if, on a date for which the Stockholders Meeting is scheduled, SIR has not received proxies representing a sufficient number of shares of SIR Common Stock to obtain the Stockholder Approval, whether or not a quorum is present, SIR shall have the right to make one or more successive postponements or adjournments of the Stockholders Meeting (provided, however, that the Stockholders Meeting shall not be postponed or adjourned to a date that is (i) more than thirty (30) days after the date for which the Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law)) or (ii) more than one hundred twenty (120) days from the record date for the Stockholders Meeting; provided, further, the Stockholders Meeting may not be postponed or adjourned on the date the Stockholders Meeting is scheduled if SIR shall have received proxies in respect of an aggregate number of shares of SIR Common Stock, which have not been withdrawn, such that Stockholder Approval would be obtained at such meeting.

Section 7.2    Access to Information; Confidentiality.

(a)    During the period from the date of this Agreement to and including the Merger Effective Time, each of the Parties shall, and shall cause each of their respective subsidiaries to, afford to the other Parties and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, Contracts, personnel and records that the other Party may reasonably request and, during such period, each of the Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Representatives to, furnish reasonably promptly to the other Parties (i) any information concerning such Party or its respective subsidiaries (including with respect to any pending or threatened Action) as the other Party may

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reasonably request and (ii) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and telephone conferences with the other Parties and their Representatives prior to the mailing of the Proxy Statement, prior to the Stockholders Meeting, respectively, and at such other times as may be reasonably requested. No investigation under this Section 7.2(a) or otherwise shall affect any of the representations and warranties of the Parties contained in this Agreement or any condition to the obligations of the Parties under this Agreement. Notwithstanding the foregoing, none of the Parties shall be required by this Section 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice in accordance with this Agreement (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law applicable to such Party or any of its Representatives (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (D) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Parties and any of their respective subsidiaries that may result from the requests for access, data and information hereunder. Prior to the Merger Effective Time, the Parties shall not, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with parties with which any of the other Parties or any other of their respective subsidiaries has a business relationship regarding the business of the other Parties and their respective subsidiaries or this Agreement and the transactions contemplated by this Agreement without the prior written consent of such other Party (provided, that, for the avoidance of doubt, nothing in this Section 7.2(a) shall be deemed to restrict the Parties from contacting such parties in pursuing the business of the Parties operating in the ordinary course).

(b)    Each Party will hold, and will cause its respective Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.2, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreements, which shall remain in full force and effect pursuant to the terms thereof notwithstanding the execution and delivery of this Agreement or the termination thereof.

Section 7.3    No Solicitation of Transactions.

(a)    Notwithstanding anything to the contrary contained in this Agreement but subject to Section 7.3(e) and Section 7.3(f), during the period beginning on the date of this

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Agreement and continuing until 11:59 p.m. (New York City time) on September 5, 2019 (the “Go Shop Period End Time”), SIR, the SIR Subsidiaries and their respective Representatives may and shall have the right to, directly or indirectly: (i) initiate, solicit, encourage or facilitate any inquiries or the making of any proposal, offer or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, including by way of (A) contacting third parties, (B) broadly disseminating public disclosure or (C) providing access to the properties, offices, assets, books, records and personnel of SIR and the SIR Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements; provided, however, that SIR shall prior to, or concurrently with the time such access or non-public information is provided, provide such access and make available such non-public information to STAR; (ii) enter into, continue or otherwise participate in any discussions or negotiations with any Person relating to, or in furtherance of such inquiries, proposals, offers or other actions or to obtain, an Acquisition Proposal; (iii) release any Person from, or refrain from enforcing, any standstill agreement or similar obligation to SIR or any of the SIR Subsidiaries; and (iv) disclose to the stockholders of SIR any information required to be disclosed under applicable Law; provided, however, that in the case of this clause (iv), to the extent the disclosure addresses the Merger or an Acquisition Proposal, the disclosure shall be deemed to be an Adverse Recommendation Change if the disclosure has the effect of withdrawing or adversely modifying, or is not accompanied by an express public affirmation of the SIR Board Recommendation. For purposes of this Agreement, the term “Go Shop Bidder” shall mean any Person (including its controlled Affiliates and Representatives) that submits a written proposal or offer regarding an Acquisition Proposal prior to the Go Shop Period End Time that has not been withdrawn and that the SIR Special Committee determines, in good faith, after consultation with its financial advisors and outside legal counsel, prior to the Go Shop Period End Time (or in the case of any Acquisition Proposal received less than five (5) Business Days before the date of the Go Shop Period End Time, not later than five (5) Business Days after the receipt of such Acquisition Proposal), has resulted in, or would be reasonably expected to result in, a Superior Proposal (as defined below) (such Person, a “Go Shop Bidder”); provided, that a Go Shop Bidder shall cease to be a Go Shop Bidder if (1) the negotiations between SIR and such Go Shop Bidder with respect to the Acquisition Proposal that resulted in such Go Shop Bidder becoming a Go Shop Bidder shall have been terminated, (2) the Acquisition Proposal submitted by such Go Shop Bidder prior to the Go Shop Period End Time is withdrawn, terminated or modified in a manner such that, in the SIR Special Committee’s good faith determination, after consultation with its financial advisors and outside legal counsel, the Acquisition Proposal as modified no longer constitutes, or would no longer reasonably be expected to lead to, a Superior Proposal, or (3) such Go Shop Bidder otherwise ceases to be actively pursuing efforts to acquire SIR or the SIR Operating Partnership. No later than forty-eight (48) hours after the Go Shop Period End Time (or after a bidder is determined to be a Go Shop Bidder if such determination occurs after the Go Shop Period End Time), SIR shall notify STAR in writing (I) if any Go Shop Bidders remain at such time, (II) of the identity of such Go Shop Bidder(s) and (III) the material terms and conditions of the most recent Acquisition Proposal received from such Go Shop Bidder(s) (and shall include with such notice (x) copies of any written Acquisition Proposal, including any proposed transaction agreement and any related transaction documents and financing commitments, if any and (y) a written summary of the material terms of any related Acquisition Proposal not made in writing (including any material terms proposed orally or supplementally)), and thereafter shall promptly (and in any event no later than forty-eight (48) hours after the occurrence of such developments, discussions or negotiations or receipt of

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materials) (1) keep STAR reasonably informed of all material developments, discussions and negotiations concerning any such Acquisition Proposal and (2) provide STAR with any written supplements or written additions to any written Acquisition Proposal, including any revisions to any proposed transaction agreement and any related transaction documents and financing commitments, if any. Without limiting the foregoing, from and after the Go Shop Period End Time, SIR will promptly (and in any event no later than forty-eight (48) hours after receipt thereof) notify STAR in writing if (A) any Acquisition Proposal is received by SIR or any SIR Subsidiary, (B) any request for information relating to SIR or any SIR Subsidiary is received by SIR or any SIR Subsidiary from any Person who informs SIR or any SIR Subsidiary that it is considering making or has made an Acquisition Proposal or (C) any discussions or negotiations are sought to be initiated with SIR or any SIR Subsidiary regarding any Acquisition Proposal, and shall, in any such notice to STAR, indicate the identity of the Person making, and the material terms and conditions of, such Acquisition Proposal, request or inquiry (and shall include with such notice (x) copies of any written Acquisition Proposal, including any proposed transaction agreement and any related transaction documents and financing commitments, if any, and (y) a written summary of the material terms of any related Acquisition Proposal not made in writing (including any material terms proposed orally or supplementally), and thereafter shall promptly (and in any event no later than forty-eight (48) hours after the occurrence of such developments, discussions or negotiations or receipt of materials) (1) keep STAR reasonably informed of all material developments, discussions and negotiations concerning any such Acquisition Proposal, request or inquiry and (2) provide STAR with any written supplements or written additions to any written Acquisition Proposal, including any revisions to any proposed transaction agreement and any related transaction documents and financing commitments, if any. Neither SIR nor any SIR Subsidiary will enter into any agreement with any Person subsequent to the date of this Agreement that prohibits SIR from providing any information to STAR in accordance with this Section 7.3.

(b)    Except as permitted by this Section 7.3, and except with respect to a Go Shop Bidder, from and after the Go-Shop Period End Time, SIR shall not, and shall cause each of the STAR Subsidiaries and its and their respective directors, officers and Affiliates, and shall direct each of its and the SIR Subsidiaries’ other Representatives (to the extent acting on behalf of SIR) not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or facilitate any inquiries, proposals or offers for, or engage in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any Person relating to any inquiry, proposal, offer or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (ii) enter into or engage in, continue or otherwise participate in any discussions or negotiations with any Person regarding or otherwise in furtherance of, or furnish to any Person other than a STAR Party or its Representatives, any information in connection with or for the purpose of encouraging or facilitating any inquiry, proposal, offer or other action that constitutes, or could reasonably be expected to lead to, or to otherwise obtain an Acquisition Proposal, (iii) release any Person from or fail to enforce any confidentiality agreement, standstill agreement or similar obligation (provided that SIR shall be permitted to waive or to not enforce any provision of any confidentiality agreement, standstill agreement or similar obligation to permit a Person to make a confidential Acquisition Proposal directly to the SIR Special Committee if the SIR Special Committee determines in good faith after consultation with outside legal counsel that any such failure to waive or to not enforce would be inconsistent with or otherwise result in a breach of the SIR directors’ duties under applicable Law), (iv) enter into any agreement in

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principle, arrangement, understanding, contract or agreement (whether binding or not) contemplating or otherwise relating to an Acquisition Proposal, or (v) take any action to exempt any Person from any Takeover Statute or similar restrictive provision of the SIR Organizational Documents. In furtherance of the foregoing and except with respect to a Go Shop Bidder and as otherwise permitted by this Section 7.3, SIR shall, and shall cause each SIR Subsidiary and each Representative of SIR and the SIR Subsidiaries to, immediately cease any discussions, negotiations or communications with any Person with respect to any Acquisition Proposal or potential Acquisition Proposal and shall immediately terminate all physical and electronic data room access previously granted to any such Person and exercise and use reasonable best efforts to enforce any contractual rights available to SIR to cause such Person to return or destroy all non-public information concerning SIR and the SIR Subsidiaries to the extent permitted pursuant to any confidentiality agreement with such Person and immediately terminate all physical and electronic data room access granted to such Person. For the avoidance of doubt, after the Go Shop Period End Time and until the receipt of Stockholder Approval, SIR, the SIR Subsidiaries and their respective Representatives may continue to take any of the actions described in Section 7.3(a) with respect to any proposals or offers regarding any Acquisition Proposal submitted by a Go Shop Bidder on or before the Go Shop Period End Time or with respect to any amended or modified proposal or offer with respect to any such Acquisition Proposal submitted by a Go Shop Bidder after the Go Shop Period End Time that SIR discloses to STAR (and provides copies to STAR of) if the SIR Special Committee has determined in good faith after consultation with outside legal counsel and outside financial advisors that such Acquisition Proposal (as may be amended or modified) is or is reasonably likely to lead to a Superior Proposal.

(c)    Notwithstanding anything in this Agreement to the contrary, at any time after the Go Shop Period End Time and prior to the time, but not after, Stockholder Approval is obtained, SIR and its Representatives may (i) provide information in response to a request therefor by a person or persons who has made a written Acquisition Proposal that did not result from a breach of this Section 7.3 (provided that SIR (A) receives from the person or persons so requesting such information an executed Acceptable Confidentiality Agreement, and (B) as contemplated below, SIR discloses to STAR (and provides copies to STAR of) such written Acquisition Proposal and concurrently furnishes, makes available or provides access to any nonpublic information provided to such person or persons to the extent not previously so provided to STAR), and (ii) engage or participate in any discussions or negotiations with any person who has made such a written Acquisition Proposal, if and only to the extent that, in each such case referred to in clause (i) or (ii) above, the SIR Special Committee has either determined that such Acquisition Proposal constitutes a Superior Proposal or determined in good faith after consultation with outside legal counsel and outside financial advisors that such Acquisition Proposal could reasonably be expected to lead to a Superior Proposal. Neither SIR nor any of the SIR Subsidiaries shall, after the date of this Agreement, enter into any confidentiality agreement that would prohibit it from providing such information to STAR.

(d)    Except as expressly provided in Section 7.3(e), Section 7.3(f) and Section 9.1(c)(ii), neither the SIR Board, nor any committee thereof, nor any group of directors, formally or informally, shall: (i) change, withhold, withdraw, qualify or modify or publicly propose or announce or authorize or resolve to, or announce its intention to change, withhold, withdraw, qualify or modify, in each case in a manner adverse to STAR, the SIR Board

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Recommendation, (ii) authorize, approve, endorse, declare advisable, adopt or recommend or propose to publicly authorize, approve, endorse, declare advisable, adopt or recommend, any Acquisition Proposal, (iii) authorize, cause or permit SIR or any SIR Subsidiary to enter into any Alternative Acquisition Agreement, or (iv) fail to make the SIR Board Recommendation or fail to include the SIR Board Recommendation in the Proxy Statement (any event described in clause (i), (ii) or this clause (iv), whether taken by the SIR Board or a committee thereof, an “Adverse Recommendation Change”).

(e)    Notwithstanding anything in this Agreement to the contrary, at any time after the date of this Agreement and before Stockholder Approval is obtained and subject to compliance with the provisions of this Section 7.3(e) in all material respects, if SIR receives an Acquisition Proposal (whether or not from a Go Shop Bidder) that did not result from a breach of this Section 7.3 (and such proposal is not withdrawn) and the SIR Special Committee determines that such Acquisition Proposal constitutes a Superior Proposal and, after consultation with outside legal counsel, that failure to effect an Adverse Recommendation Change in connection with such Superior Proposal or that failure to terminate this Agreement to enter into an Alternative Acquisition Agreement for such Superior Proposal would be inconsistent with the SIR directors’ duties under applicable Law, then the SIR Board (based on the recommendation of the SIR Special Committee) may effect an Adverse Recommendation Change, enter into an Alternative Acquisition Agreement relating to or implementing the Superior Proposal, and terminate this Agreement in accordance with Section 9.1(c)(ii); provided that the SIR Board may not take action contemplated by this Section 7.3(e) unless:

(i)    SIR has notified STAR in writing that the SIR Board intends to take such action at least five (5) Business Days in advance of effecting an Adverse Recommendation Change, which notice shall specify in reasonable detail the reasons for such action, a description of the material terms of the Superior Proposal and attach the most current version of such agreements (including any amendments, supplements or modifications) between SIR and the party making such Superior Proposal to such notice (a “SIR Change Notice”); and

(ii)    during the five (5) Business Day period following STAR’s receipt of a SIR Change Notice, SIR shall have offered to negotiate with and, if accepted, negotiated with and directed its outside financial and outside legal advisors to negotiate with STAR in good faith to make such adjustments to the terms and conditions of this Agreement such that the Superior Proposal ceases to constitute (in the good faith determination of the SIR Special Committee, after consultation with outside legal counsel and outside financial advisors) a Superior Proposal; provided, that any amendment, supplement or modification to any Acquisition Proposal shall be deemed a new Acquisition Proposal and SIR may not enter into any agreement relating to the Superior Proposal pursuant this Section 7.3(e) or make an Adverse Recommendation Change pursuant to this Section 7.3(e) or terminate this Agreement pursuant to Section 9.1(c)(ii) unless SIR has complied with the requirements of this Section 7.3(e) with respect to such new Acquisition Proposal including sending an additional SIR Change Notice (except that the new negotiation period under this Section 7.3(e)(ii) shall be three (3) Business Days instead of five (5) Business Days). Notwithstanding anything in this Section 7.3(e)(ii), neither

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STAR’s acceptance nor rejection of SIR’s offer to negotiate pursuant to this Section 7.3(e)(ii) shall have any bearing on STAR’s right to terminate this Agreement pursuant to Section 9.1(d)(ii) herein.

(f)    Nothing in this Section 7.3 or elsewhere in this Agreement shall prevent the SIR Board or SIR, directly or indirectly, from (i) taking and disclosing to the stockholders of the SIR a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal, making any required disclosure to the stockholders of SIR under applicable Law, including Rule 14d-9 promulgated under the Exchange Act or Item 1012(a) of Regulation M-A or (ii) making any disclosure to the stockholders of SIR if the SIR Board determines in good faith after consultation with its outside legal counsel (and based on the recommendation of the SIR Special Committee) that the failure to do so would be inconsistent with the duties of the SIR directors to SIR under applicable Law; provided, however, that to the extent any such disclosure addresses the approval, recommendation or declaration of advisability by the SIR Board with respect to this Agreement or an Acquisition Proposal, such disclosure shall be deemed to be an Adverse Recommendation Change if not accompanied by an express public affirmation of the SIR Board Recommendation.

(g)    Notwithstanding anything to the contrary contained in this Agreement, SIR shall not, and shall not permit any SIR Subsidiaries or any of its or their respective Affiliates or Representatives to, reimburse or agree to reimburse the fees or expenses of any Person (including any Go Shop Bidder or its Representatives) in connection with (or related to) an Acquisition Proposal (including, for the avoidance of doubt, in connection with any Acceptable Confidentiality Agreement) but excluding, for the avoidance of doubt, in connection with any acquisition agreement or merger with respect to a Superior Proposal entered into pursuant to this Section 7.3 and resulting in termination of this Agreement pursuant to Section 9.1(c).

(h)    SIR agrees that in the event any Representative of SIR or any SIR Subsidiary takes any action that, if taken by SIR would constitute a material violation of this Section 7.3, then SIR shall be deemed to be in violation of this Section 7.3 for all purposes of this Agreement.

(i)    For purposes of this Agreement:

(i)    “Acquisition Proposal” means any bona fide proposal or offer from any Person (other than STAR or any STAR Subsidiaries), whether in one transaction or a series of related transactions, relating to any (a) merger, consolidation, share exchange, business combination or similar transaction involving SIR or any SIR Subsidiary that would constitute a “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X), (b) sale or other disposition, by merger, consolidation, share exchange, business combination or any similar transaction, of any assets of SIR or any significant SIR Subsidiaries representing 20% or more of the consolidated assets of SIR and the significant SIR Subsidiaries, taken as a whole, (c) issue, sale or other disposition by SIR or any SIR Subsidiaries of (including by way of merger, consolidation, share exchange, business combination or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 20% or more of the

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votes associated with the outstanding shares of SIR Common Stock, (d) tender offer or exchange offer in which any Person or “group” (as such term is defined under the Exchange Act) shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, of 20% or more of the votes associated with the outstanding shares of SIR Common Stock, (e) recapitalization, restructuring, liquidation, dissolution or other similar type of transaction with respect to SIR in which a third party shall acquire beneficial ownership of 20% or more of the outstanding shares of SIR Common Stock, or (f) transaction that is similar in form, substance or purpose to any of the foregoing transactions; provided, however, that the term “Acquisition Proposal” shall not include (i) the Merger or any of the other transactions contemplated by this Agreement, (ii) any merger, consolidation, business combination, reorganization, recapitalization or similar transaction solely among SIR and one or more of the SIR Subsidiaries or solely among the SIR Subsidiaries or (iii) was solicited by any SIR Party or their Representative in breach of this Agreement.

(ii)    “Superior Proposal” means a written Acquisition Proposal (except for purposes of this definition, the references in the definition of “Acquisition Proposal” to “20%” shall be replaced with “50%”) which the SIR Board (based on the recommendation of the SIR Special Committee) determines in its good faith judgment (after consultation with its outside legal and financial advisors and after taking into account (a) all of the terms and conditions of the Acquisition Proposal and this Agreement (as it may be proposed to be amended by STAR) and (b) the feasibility and certainty of consummation of such Acquisition Proposal on the terms proposed (taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and conditions to consummation thereof) to be more favorable from a financial point of view to the stockholders of SIR (in their capacities as stockholders) than the Merger and the other transactions contemplated by this Agreement (as it may be proposed to be amended by STAR)).

Section 7.4    Public Announcements. Except with respect to any Adverse Recommendation Change or any action taken pursuant to, and in accordance with, Section 7.1 or Section 7.3, so long as this Agreement is in effect, the Parties shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement or any of the transactions contemplated by this Agreement, and none of the Parties shall issue any such press release or make any such public statement or filing prior to obtaining the other Parties’ consent (which consent shall not be unreasonably withheld, delayed or conditioned); provided, that a Party may, without obtaining the other Parties’ consent, issue such press release or make such public statement or filing as may be required by Law or Order if it is not possible to consult with the other Party before making any public statement with respect to this Agreement or any of the transactions contemplated by this Agreement. The Parties have agreed upon the form of a joint press release announcing the Merger and the execution of this Agreement, and shall make such joint press release no later than one (1) Business Day following the date on which this Agreement is executed.

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Section 7.5    Appropriate Action; Consents; Filings.

(a)    Upon the terms and subject to the conditions set forth in this Agreement, each of the STAR Parties and each of the SIR Parties shall and shall cause the other STAR Subsidiaries and the other SIR Subsidiaries, respectively, and their respective Affiliates to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article 8 to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the Merger so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that neither Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of STAR after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of STAR after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

(b)    In connection with and without limiting the foregoing Section 7.5(a), each of the Parties shall give (or shall cause their respective Affiliates to give) any notices to third parties, and each of the Parties shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Each of the Parties will, and shall cause their respective Affiliates to, furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and

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supplying each other with copies of all material correspondence, filings or communications between either Party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the others on, all the information relating to the other and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, neither Party shall, nor shall they permit their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority.

(c)    Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Merger and the other transactions contemplated by this Agreement, none of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

Section 7.6    Notification of Certain Matters; Transaction Litigation.

(a)    The STAR Parties and their Representatives shall give prompt notice to the SIR Parties, and the SIR Parties and their Representatives shall give prompt notice to the STAR Parties, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement.

(b) The STAR Parties and their Representatives shall give prompt notice to the SIR Parties, and the SIR Parties and their Representatives shall give prompt notice to the STAR Parties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that it would be reasonable to expect that the applicable closing conditions would be incapable of being satisfied by the Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Notwithstanding anything to the contrary in this Agreement, the failure by the STAR Parties, the SIR Parties or their respective Representatives to provide such prompt notice under this Section 7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b), Section 8.3(b), Section 9.1(c)(i), or Section 9.1(d)(i).

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(c)    The STAR Parties and their Representatives shall give prompt notice to the SIR Parties, and the SIR Parties and their Representatives shall give prompt notice to the STAR Parties, of any Action commenced or, to such Party’s Knowledge, threatened against, relating to or involving such Party or any STAR Subsidiary or SIR Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Merger or the other transactions contemplated by this Agreement. The STAR Parties and their respective Representatives shall give SIR the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the STAR Parties and/or their directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without SIR’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The SIR Parties and their respective Representatives shall give the STAR Parties the opportunity to reasonably participate in the defense and settlement of any litigation against the SIR Parties and/or their directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without STAR’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Section 7.7    Indemnification; Directors’ and Officers’ Insurance.

(a)    Without limiting or being limited by the provisions of Section 7.7(b) and to the extent permitted by applicable Law, during the period commencing as of the Merger Effective Time and ending on the sixth (6^th) anniversary of the Merger Effective Time, STAR shall (and shall cause the Surviving Entity to): (i) indemnify, defend and hold harmless each Indemnified Party against and from any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Action to the extent such Action arises out of or pertains to (x) any action or omission or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer, partner, member, trustee, employee or agent of SIR or any of the SIR Subsidiaries, or (y) this Agreement or any of the transactions contemplated by this Agreement, including the Merger; and (ii) pay in advance of the final disposition of any such Action the expenses (including reasonable attorneys’ fees and any expenses incurred by any Indemnified Party in connection with enforcing any rights with respect to indemnification) of any Indemnified Party without the requirement of any bond or other security, in each case to the fullest extent permitted by Law, but subject to STAR’s or the Surviving Entity’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, STAR or the Surviving Entity, as applicable, (i) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit or proceeding against or investigation of any Indemnified Party for which indemnification may be sought under this Section 7.7(a) without the Indemnified Party’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned) unless such settlement, compromise, consent or termination includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action, suit, proceeding or investigation, (ii) shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) and (iii) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable

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order that such indemnification is prohibited by applicable Law, in which case the Indemnified Party shall promptly refund to STAR or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto.

(b)    Without limiting the foregoing, and to the extent permitted by applicable Law, each of STAR and the Surviving Entity agree that, during the period commencing as of the Merger Effective Time and ending on the sixth (6^th) anniversary of the Merger Effective Time, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Merger Effective Time, and advancement of expenses, now existing in favor of the current or former managers, directors, officers, partners, members, trustees, employees, agents, fiduciaries or other individuals of SIR or any of the SIR Subsidiaries (each an “Indemnified Party” and collectively, the “Indemnified Parties”) as provided in (i) the SIR Charter, the SIR Bylaws or, if applicable, similar organizational documents or agreements of any SIR Subsidiary (the “SIR Organizational Documents”) and (ii) indemnification agreements of SIR shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of six (6) years following the Merger Effective Time, the organizational documents of the STAR and Surviving Entity and the organizational documents of any applicable STAR Subsidiary or SIR Subsidiary shall contain provisions no less favorable with respect to indemnification and limitations on liability of directors and officers than are set forth in the STAR Governing Documents or, if applicable, similar organizational documents or agreements of any STAR Subsidiary. The STAR Governing Documents provisions shall not be amended, repealed or otherwise modified for a period of six (6) years following the Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Merger Effective Time, were Indemnified Parties, unless such modification shall be required by applicable Law and then only to the minimum extent required by applicable Law.

(c)    To the extent that any Indemnified Party shall reasonably believe that representation by counsel designated by STAR or the Surviving Entity in connection with any action, suit, proceeding, investigation or inquiry results in a conflict of interest or if the Indemnified Party believes it has defenses additional to or different from those available to STAR or the Surviving Entity, such Indemnified Party shall have the right to employ such person’s own separate counsel, at STAR’s or the Surviving Entity’s expense; provided, however, that such separate counsel shall, to the extent consistent with its professional responsibilities, cooperate with STAR or the Surviving Entity and any counsel designated by STAR or the Surviving Entity.

(d)    STAR shall obtain an extended reporting period coverage under STAR’s directors’ and officers’ liability insurance policies or the substantial equivalent of such coverage (to be effective as of the Merger Effective Time) with a policy period of six (6) years after the Merger Effective Time, on prepaid and non-cancellable terms, for a cost not in excess of three times the current annual premiums for such insurance. STAR and the Surviving Entity shall not take any action to terminate or modify the terms of the extended reporting period coverage.

(e)    If STAR or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties

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and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of STAR or the Surviving Entity, as applicable, assume the obligations set forth in this Section 7.7.

(f)    STAR shall cause the Surviving Entity to pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the obligations provided in this Section 7.7.

(g)    The provisions of this Section 7.7 are intended to be for the express benefit of, and shall be enforceable by, each Indemnified Party (who are intended third party beneficiaries of this Section 7.7), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of STAR, SIR and the Surviving Entity and shall not be amended in a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including such successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.7 shall not be deemed to be exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to applicable Law, Contract or otherwise.

Section 7.8     Dividends.

(a)    In the event that a distribution with respect to the shares of SIR Common Stock permitted under the terms of this Agreement has a record date prior to the Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of SIR Common Stock on the Closing Date immediately prior to the Merger Effective Time. In the event that a distribution with respect to the shares of STAR Common Stock permitted under the terms of this Agreement has a record date prior to the Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of STAR Common Stock on the Closing Date immediately prior to the Merger Effective Time. SIR shall coordinate with STAR on the declaration, setting of record dates and payment dates of dividends on SIR Common Stock so that holders of SIR Common Stock (i) do not receive dividends on both SIR Common Stock and STAR Common Stock received in the Merger in respect of a single distribution period or fail to receive a dividend on either SIR Common Stock or STAR Common Stock received in the Merger in respect of a single distribution period or (ii) do not receive both a dividend permitted by the proviso to Section 6.2(b)(iii) on STAR Common Stock and a dividend permitted by the proviso to Section 6.1(b)(iii) on SIR Common Stock received in the Merger or fail to receive either a dividend permitted by the proviso to Section 6.2(b)(iii) on STAR Common Stock or a dividend permitted by the proviso to Section 6.1(b)(iii) on SIR Common Stock received in the Merger.

(b)    In the event that either SIR or STAR shall declare or pay any dividend or other distribution that is expressly permitted pursuant to the proviso at the end of Section 6.1(b)(iii) or Section 6.2(b)(iii), respectively, it shall notify the other Party at least twenty (20) days prior to the Closing Date, and such other Party shall be entitled to declare a dividend per share payable (i) in the case of SIR, to holders of SIR Common Stock, in an amount per share of SIR Common Stock equal to the product of (A) the dividend declared by STAR with respect to each share of STAR Common Stock by (B) the Exchange Ratio, and (ii) in the case of STAR, to holders of

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STAR Common Stock, in an amount per share of STAR Common Stock equal to the quotient obtained by dividing (x) the dividend declared by SIR with respect to each share of SIR Common Stock by (y) the Exchange Ratio. The record date and time and payment date and time for any dividend payable pursuant to this Section 7.8(b) shall be prior to the Closing Date.

Section 7.9    Takeover Statutes. The Parties shall use their respective reasonable best efforts (a) to take all action necessary so that no Takeover Statute is or becomes applicable to the Merger or any of the other transactions contemplated by this Agreement and (b) if any such Takeover Statute is or becomes applicable to any of the foregoing, to take all action necessary so that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Statute or the restrictions in the STAR Charter or the SIR Charter on the Merger and the other transactions contemplated by this Agreement.

Section 7.10    Obligations of the Parties. SIR shall take all actions necessary to cause the other SIR Parties to perform their obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. STAR shall take all actions necessary to (a) cause the STAR Parties to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement, and (b) ensure that, prior to the Merger Effective Time, Merger Sub shall not conduct any business or make any investments or incur or guarantee any indebtedness other than as specifically contemplated by this Agreement.

Section 7.11    New Convertible Stock. If prior to the Closing, STAR Advisor requests that, in lieu of the incentive and performance fees provided for in the Amended and Restated STAR Advisory Agreement, STAR issue, at the Closing, convertible stock (the “New Convertible Stock”) in exchange for the convertible stock currently owned by STAR Advisor (such exchange, the “Exchange”), then subject to the consent of each of STAR and SIR, upon the approval of each of their respective Special Committees, which consent shall not be unreasonably withheld, delayed or conditioned, the Parties shall amend this Agreement, and take all other necessary actions, to provide for the Exchange, including amending the Amended and Restated STAR Advisory Agreement to delete the incentive and performance fees and issuing the New Convertible Stock in the Exchange. The New Convertible Stock shall have terms and conditions regarding conversion that are substantially similar to the terms set forth in the Amended and Restated STAR Advisory Agreement regarding incentive and performance fees.

Section 7.12    Tax Matters.

(a)    Each of STAR and SIR shall use its reasonable best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, including by executing and delivering the officers’ certificates referred to herein and, unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state or local Law), reporting consistently for all federal, state, and local income Tax or other purposes. None of STAR or SIR shall take any action, or fail to take any action, that would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.

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(b)    STAR shall (i) use its reasonable best efforts to obtain or cause to be provided the opinions of Morrison & Foerster LLP (“Morrison”) referred to in Section 8.2(f) and Section 8.2(g), (ii) use its reasonable best efforts to obtain opinions of counsel consistent with the opinions of counsel referred to in Section 8.2(f) and Section 8.2(g), but dated as of the effective date of the Form S-4 (or shortly before such date), to the extent required for the Form S-4 to be declared effective by the SEC, and (iii) deliver to Morrison a tax representation letter, dated as of the effective date of the Form S-4 and the Closing Date, as applicable, and signed by an officer of STAR and STAR Operating Partnership, containing representations of STAR and STAR Operating Partnership reasonably necessary or appropriate to enable Morrison to render the applicable tax opinions described in clause (ii) of this Section 7.12(b) and the tax opinions described in Section 8.2(f) and Section 8.2(g).

(c)    SIR shall (i) use its reasonable best efforts to obtain or cause to be provided the opinions of Morrison referenced in Section 8.3(f) and Section 8.3(g), (ii) use its reasonable best efforts to obtain opinions of counsel consistent with the opinions of counsel referred to in Section 8.3(f) and Section 8.3(g), but dated as of the effective date of the Form S-4 (or shortly before such date), to the extent required for the Form S-4 to be declared effective by the SEC, and (iii) deliver to Morrison a tax representation letter, dated as of the effective date of the Form S-4 and the Closing Date, as applicable, and signed by an officer of SIR and SIR Operating Partnership, containing representations of SIR and SIR Operating Partnership reasonably necessary or appropriate to enable Morrison to render the applicable tax opinions described in clause (ii) of this Section 7.12(c) and the tax opinions described in Section 8.3(f) and Section 8.3(g).

(d)    STAR and SIR shall reasonably cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer or stamp taxes, any transfer, recording, registration and other fees and any similar taxes that become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to such taxes, “Transfer Taxes”), and shall reasonably cooperate in attempting to minimize the amount of Transfer Taxes. These taxes shall be the obligation of STAR and STAR Subsidiary without deduction or withholding from or to the Merger Consideration.

(e)    With respect to the taxable year of SIR ending on the Closing Date, SIR shall take all necessary actions, including without limitation, declaring and paying dividends sufficient to satisfy its requirement under Section 857(a)(1), to cause SIR to qualify as a REIT for its shortened tax year ending on the Closing Date.

Section 7.13    SIR Designee. The STAR Board shall take or cause to be taken such action as may be necessary, in each case, to be effective as of the Merger Effective Time, to cause the individual set forth on Section 7.13 of the SIR Disclosure Letter to be elected to the STAR Board effective as of the Merger Effective Time.

Section 7.14    Section 16 Matters. Prior to the Merger Effective Time, each of the Parties hereto shall take all such steps as may be required to cause (a) any dispositions of SIR Common Stock (including derivative securities with respect to SIR Common Stock) resulting from the Merger and the other transactions contemplated by this Agreement, by each individual who will

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be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to SIR immediately prior to the Merger Effective Time to be exempt under Rule 16b-3 promulgated under the Exchange Act and (b) any acquisitions of the STAR Common Stock (including derivative securities with respect to the STAR Common Stock) resulting from the Merger and the other transactions contemplated by this Agreement, by each individual who may become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to STAR to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 7.15    STAR Convertible Stock. STAR shall cause the STAR Convertible Stock to be redeemed for no consideration on or prior to the Merger Effective Time.

Section 7.16    SIR Convertible Stock. SIR shall cause the SIR Convertible Stock to be redeemed for no consideration on or prior to the Merger Effective Time.

ARTICLE 8

CONDITIONS

Section 8.1    Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of the Parties to effect the Merger and to consummate the other transactions contemplated by this Agreement on the Closing Date are subject to the satisfaction or, to the extent permitted by Law, waiver by each of the Parties at or prior to the Merger Effective Time of the following conditions:

(a)    Authorizations; Consents. All consents, authorizations, orders or approvals of each Governmental Authority, lender and other third parties necessary for the consummation of the Merger and the other transactions contemplated by this Agreement set forth in Section 8.1(a) of the SIR Disclosure Letter and Section 8.1(a) of the STAR Disclosure Letter shall have been obtained and any applicable waiting periods in respect thereof shall have expired or been terminated.

(b)    Stockholder Approval; Charter Amendment. The Stockholder Approval shall have been obtained in accordance with applicable Law and the SIR Charter and SIR Bylaws. The Charter Amendment shall have become effective pursuant to the MGCL.

(c)    No Injunctions or Restraints. No Order issued by any Governmental Authority of competent jurisdiction prohibiting consummation of the Merger shall be in effect, and no Law shall have been enacted, entered, promulgated or enforced by any Governmental Authority after the date of this Agreement that, in any case, prohibits, restrains, enjoins or makes illegal the consummation of the Merger or the other transactions contemplated by this Agreement.

(d)    Form S-4. The Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated by the SEC that have not been withdrawn.

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Section 8.2    Conditions to Obligations of the STAR Parties. The obligations of the STAR Parties to effect the Merger and to consummate the other transactions contemplated by this Agreement are subject to the satisfaction or, to the extent permitted by Law, waiver by STAR, at or prior to the Merger Effective Time, of the following additional conditions:

(a)    Representations and Warranties. (i) The representations and warranties of the SIR Parties set forth in the Fundamental Representations (except Section 4.4(a) (Capital Structure)) shall be true and correct in all material respects as of the date of this Agreement and as of the Merger Effective Time, as though made as of the Merger Effective Time, (ii) the representations and warranties set forth in Section 4.4(a) (Capital Structure) shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Merger Effective Time, as though made as of the Merger Effective Time, and (iii) each of the other representations and warranties of the SIR Parties contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Merger Effective Time, as though made as of the Merger Effective Time, except (A) in each case, representations and warranties that are made as of a specific date shall be true and correct only on and as of such date, and (B) in the case of clause (iii) where the failure of such representations or warranties to be true and correct (without giving effect to any materiality or SIR Material Adverse Effect qualifications set forth therein), individually or in the aggregate, does not have and would not reasonably be expected to have a SIR Material Adverse Effect.

(b)    Performance of Covenants and Obligations of the SIR Parties. The SIR Parties shall have performed in all material respects all obligations, and complied in all material respects with all agreements and covenants, required to be performed by them under this Agreement on or prior to the Merger Effective Time.

(c)    Absence of Material Adverse Change. On the Closing Date, no circumstance shall exist that constitutes a SIR Material Adverse Effect.

(d)    Delivery of Certificate. SIR shall have delivered to STAR a certificate, dated the date of the Closing and signed by its chief executive officer and chief financial officer on behalf of SIR, certifying to the effect that the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied.

(e)    [Reserved.]

(f)    REIT Opinion. STAR shall have received a written opinion of Morrison or other counsel to SIR reasonably satisfactory to STAR, dated as of the Closing Date and in form and substance reasonably satisfactory to STAR, to the effect that, commencing with SIR’s taxable year that ended on December 31, 2010, SIR has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its proposed method of operation will enable SIR to meet, through the Closing, the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by SIR and SIR Operating Partnership.

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(g)    Section 368 Opinion. STAR shall have received a written opinion of Morrison, or other tax counsel to STAR reasonably satisfactory to SIR dated as of the Closing Date and in form and substance reasonably satisfactory to STAR, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion will be subject to customary exceptions, assumptions and qualifications. In rendering such opinion, Morrison may rely upon the tax representation letters described in Section 7.12.

Section 8.3    Conditions to Obligations of the SIR Parties. The obligations of the SIR Parties to effect the Merger and to consummate the other transactions contemplated by this Agreement are subject to the satisfaction or, to the extent permitted by Law, waiver by SIR at or prior to the Merger Effective Time, of the following additional conditions:

(a)    Representations and Warranties. (i) The representations and warranties of the STAR Parties set forth in the Fundamental Representations (except Section 5.4(a) (Capital Structure)), shall be true and correct in all material respects as of the date of this Agreement and as of the Merger Effective Time, as though made as of the Merger Effective Time, (ii) the representations and warranties set forth in Section 5.4(a) (Capital Structure) shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the Merger Effective Time, as though made as of the Merger Effective Time, and (iii) each of the other representations and warranties of the STAR Parties contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Merger Effective Time, as though made as of the Merger Effective Time, except (A) in each case, representations and warranties that are made as of a specific date shall be true and correct only on and as of such date, and (B) in the case of clause (iii) where the failure of such representations or warranties to be true and correct (without giving effect to any materiality or STAR Material Adverse Effect qualifications set forth therein), individually or in the aggregate, does not have and would not reasonably be expected to have a STAR Material Adverse Effect.

(b)    Performance of Covenants and Obligations of the STAR Parties. The STAR Parties shall have performed in all material respects all obligations, and complied in all material respects with all agreements and covenants, required to be performed by them under this Agreement on or prior to the Merger Effective Time.

(c)    Absence of Material Adverse Change. On the Closing Date, no circumstance shall exist that constitutes a STAR Material Adverse Effect.

(d)    Delivery of Certificate. STAR shall have delivered to SIR a certificate, dated the date of the Closing and signed by its chief executive officer and chief financial officer on behalf of STAR certifying to the effect that the conditions set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c) have been satisfied.

(e)    [Reserved.]

(f)    REIT Opinion. SIR shall have received a written opinion of Morrison, or other counsel to STAR reasonably satisfactory to SIR, dated as of the Closing Date and in form and substance reasonably satisfactory to SIR, to the effect that, commencing with STAR’s taxable

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year that ended on December 31, 2014, STAR has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled STAR to meet, through the Merger Effective Time, the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by STAR and STAR Operating Partnership.

(g)    Section 368 Opinion. SIR shall have received a written opinion of Morrison, or other tax counsel to SIR reasonably satisfactory to STAR, dated as of the Closing Date and in form and substance reasonably satisfactory to SIR, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion will be subject to customary exceptions, assumptions and qualifications. In rendering such opinion, Morrison may rely upon the tax representation letters described in Section 7.12.

(h)    Validity Opinion. STAR shall have received a written opinion of Venable LLP, or other counsel to STAR reasonably satisfactory to SIR, in form and substance reasonably satisfactory to SIR and filed with the Form S-4, to the effect that the issuance of the Merger Consideration has been duly authorized and, when and if issued in connection with the Merger in accordance with the resolutions of the STAR Board, this Agreement and the Articles of Merger, the Merger Consideration will be validly issued, fully paid and nonassessable.

ARTICLE 9

TERMINATION, FEES AND EXPENSES, AMENDMENT AND WAIVER

Section 9.1    Termination. This Agreement may be terminated and the Merger and the other transactions contemplated by this Agreement may be abandoned at any time prior to the Merger Effective Time, notwithstanding receipt of the Stockholder Approval (except as otherwise specified in this Section 9.1):

(a)    by mutual written consent of each of STAR and SIR;

(b)    by either STAR (with prior approval of the STAR Special Committee) or by SIR (with prior approval of the SIR Special Committee):

(i)    if the Merger shall not have occurred on or before 11:59 p.m. New York time on April 30, 2020 (the “Outside Date”); provided, that the right to terminate this Agreement pursuant to this Section 9.1(b)(i) shall not be available to any Party if the failure of such Party (and (A) in the case of STAR, including the failure of the other STAR Parties, and (B) in the case of SIR, including the failure of the other SIR Parties) to perform or comply in all material respects with the obligations, covenants or agreements of such Party set forth in this Agreement shall have been the cause of, or resulted in, the failure of the Merger to be consummated by the Outside Date;

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(ii)    if any Governmental Authority of competent jurisdiction shall have issued an Order permanently restraining or otherwise prohibiting the transactions contemplated by this Agreement, and such Order shall have become final and nonappealable; provided, that the right to terminate this Agreement under this Section 9.1(b)(ii) shall not be available to a Party if the issuance of such final, non-appealable Order was primarily due to the failure of such Party (and (A) in the case of STAR, including the failure of the other STAR Parties, and (B) in the case of SIR, including the failure of the other SIR Parties) to perform or comply in all material respects with any of its obligations, covenants or agreements under this Agreement; or

(iii)    if the Stockholder Approval shall not have been obtained at the Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof at which a vote on the approval of the Merger and the Charter Amendment is taken; provided, that the right to terminate this Agreement under this Section 9.1(b)(iii) shall not be available to a Party if the failure to receive the Stockholder Approval was primarily due to the failure of a Party to perform or comply in all material respects with any of its obligations, covenants or agreements under this Agreement;

(c)    by SIR (with prior approval of the SIR Special Committee):

(i)    if a breach of any representation or warranty or failure to perform any obligation, covenant or agreement on the part of any of the STAR Parties set forth in this Agreement has occurred that would cause any of the conditions set forth in Section 8.1 or Section 8.3 not to be satisfied (a “STAR Terminating Breach”), which breach or failure to perform cannot be cured, or, if capable of cure, has not been cured by the earlier of twenty (20) days following written notice thereof from SIR to STAR and two (2) Business Days before the Outside Date; provided, that SIR shall not have the right to terminate this Agreement pursuant to this Section 9.1(c)(i) if a SIR Terminating Breach shall have occurred and be continuing at the time SIR delivers notice of its election to terminate this Agreement pursuant to this Section 9.1(c)(i);

(ii)    at any time before Stockholder Approval is obtained, in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal in accordance with the provisions of Section 7.3; provided, however, that SIR shall have complied with Section 7.3 and shall have paid or shall concurrently pay to STAR in full the Termination Payment in accordance with Section 9.3(b).

(d)    by STAR:

(i)    if a breach of any representation or warranty or failure to perform any obligation, covenant or agreement on the part of any of the SIR Parties set forth in this Agreement has occurred that would cause any of the conditions set forth in Section 8.1 or Section 8.2 not to be satisfied (a “SIR Terminating Breach”), which breach or failure to perform cannot be cured, or if capable of cure, has not been cured by the earlier of twenty (20) days following written notice thereof from STAR to SIR and two (2) Business Days before the Outside Date; provided, that STAR shall not have the right to terminate this Agreement pursuant to this Section 9.1(d)(i) if a STAR Terminating Breach shall have occurred and be continuing at the time STAR delivers notice of its election to terminate this Agreement pursuant to this Section 9.1(d)(i); or

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(ii)    if, at any time prior to the receipt of the Stockholder Approval, (A) the SIR Board has made an Adverse Recommendation Change, (B) a tender offer or exchange offer for any shares of SIR Common Stock that constitutes an Acquisition Proposal (other than by STAR or any of its Affiliates) is commenced and the SIR Board fails to recommend against acceptance of such tender offer or exchange offer by the stockholders of SIR and to publicly reaffirm the SIR Board Recommendation within ten (10) Business Days of being requested to do so by STAR, or (C) SIR shall have violated any of its obligations under Section 7.3 (other than any immaterial or inadvertent violations thereof that did not result in an Alternative Acquisition Proposal).

Section 9.2    Effect of Termination. In the event of termination of this Agreement as provided in Section 9.1, written notice thereof shall forthwith be given to the other Parties, in accordance with the provisions of Section 10.2, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the STAR Parties or the SIR Parties, except that the Confidentiality Agreements and the provisions of Section 7.4 (Public Announcements), this Section 9.2, Section 9.3 (Fees and Expenses), Section 9.4 (Amendment), and Article 10 (General Provisions) of this Agreement shall survive the termination hereof; provided, that no such termination shall relieve any Party from any liability or damages resulting from any fraud or willful and material breach of any of its covenants, obligations or agreements set forth in this Agreement.

Section 9.3    Fees and Expenses.

(a)    Except as otherwise provided in this Section 9.3, all Expenses shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated; provided that the Parties will share equally any Form S-4 filing fees as may be required to consummate the transactions contemplated by this Agreement.

(b)    In the event that this Agreement is terminated:

(i)    (A) by STAR pursuant to Section 9.1(d)(i), on account of a failure to perform any obligation, covenant or agreement on the part of any of the SIR Parties set forth in this Agreement, and after the date hereof and prior to the failure to perform giving rise to such right of termination, an Acquisition Proposal (with, for all purposes of this Section 9.3(b)(i), all percentages included in the definition of “Acquisition Proposal” increased to 50%) has been publicly announced, disclosed or otherwise communicated to the STAR Board or any Person shall have publicly announced an intention (whether or not conditional) to make such an Acquisition Proposal or (B)(x) by SIR pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii), and after the date of this Agreement but prior to the Stockholders Meeting, an Acquisition Proposal with respect to SIR has been publicly announced, disclosed or otherwise communicated to SIR’s stockholders (and not withdrawn) or any Person shall have publicly announced an intention (whether or not conditional) to make such an Acquisition Proposal and (y) within twelve (12) months after

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the date of such termination, a transaction in respect of the applicable Acquisition Proposal with respect to SIR is consummated or SIR enters into a definitive agreement in respect of the applicable Acquisition Proposal with respect to SIR that is later consummated, SIR shall pay to STAR (x) the Full Termination Payment and (y) up to $2,000,000 as reimbursement for STAR’s Expenses;

(ii)    by SIR pursuant to Section 9.1(c)(ii), then SIR shall pay to STAR an amount equal to (x) (A) the Go Shop Termination Payment if such termination occurs no later than seven (7) Business Days after the Go Shop Period End Time (or, in the event of timely delivery of a SIR Change Notice, the negotiation period contemplated by Section 7.3(e)(ii)), or (B) the Full Termination Payment if the termination occurs thereafter and (y) up to $2,000,000 as reimbursement for STAR’s Expenses;

(iii)    by STAR pursuant to Section 9.1(d)(ii), then SIR shall pay to STAR an amount equal to (x) (A) the Go Shop Termination Payment if the event giving rise to STAR’s termination right occurred no later than seven (7) Business Days after the Go Shop Period End Time (or, in the event of timely delivery of a SIR Change Notice, the negotiation period contemplated by Section 7.3(e)(ii)), or (B) the Full Termination Payment if the event giving rise to STAR’s termination right occurred thereafter and (y) up to $2,000,000 as reimbursement for STAR’s Expenses; or

(iv)    by SIR pursuant to Section 9.1(c)(i), then STAR shall pay to SIR an amount up to $2,000,000 as reimbursement for SIR’s Expenses.

(c)    Termination Payment. The Parties agree and acknowledge that in no event shall SIR be required to pay the applicable Termination Payment on more than one occasion. Payment of the Termination Payment and reimbursement of Expenses, as applicable, shall be made by wire transfer of same day funds to the account or accounts designated by SIR or STAR, as applicable, (i) within two (2) Business Days after the consummation of any transaction contemplated by an Acquisition Proposal, in the case of any amount payable pursuant to Section 9.3(b)(i); and (ii) as promptly as reasonably practicable after termination (and, in any event, within two (2) Business Days thereof), in the case of any amount payable pursuant to Section 9.3(b)(ii), Section 9.3(b)(iii) or Section 9.3(b)(iv).

(d)    Notwithstanding anything in this Agreement to the contrary, in the event that the Termination Payment becomes payable, then such payment shall be STAR’s and its Affiliates’ sole and exclusive remedy as liquidated damages for any and all losses or damages of any nature against SIR and the SIR Subsidiaries and their respective Representatives in respect of this Agreement, any agreement executed in connection herewith, and the transactions contemplated hereby and thereby, including for any loss or damage suffered as a result of the termination of this Agreement, the failure of the Merger to be consummated or for a breach or failure to perform hereunder (whether intentionally, unintentionally, or otherwise) or otherwise.

(e)    Each of the Parties acknowledges that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, the other Parties would not enter into this Agreement. In the event that

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SIR shall fail to pay the applicable Termination Payment when due, SIR shall reimburse the STAR for all reasonable costs and expenses actually incurred or accrued by STAR (including reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 9.3. Further, if one Party to this Agreement (the “Termination Payor”) fails to timely pay any amount due to the other Party (the “Termination Payee”) pursuant to Section 9.3(b), and, in order to obtain the payment, the Termination Payee commences a suit which results in a judgment against the Termination Payor for the payment set forth in this Section 9.3, the Termination Payor shall pay to the Termination Payee its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such suit, together with interest on such amount at a rate per annum equal to the prime rate published in the Wall Street Journal in effect on the date such payment was required to be made through the date of payment.

(f)    If SIR becomes obligated to pay a fee under this Section 9.3, then SIR shall deposit into escrow an amount in cash equal to the applicable Termination Payment with an escrow agent reasonably selected by STAR, after reasonable consultation with SIR, and pursuant to a written escrow agreement (the “Escrow Agreement”) reflecting the terms set forth in this Section 9.3 and otherwise reasonably acceptable to each of the Parties and the escrow agent. The payment or deposit into escrow of the applicable Termination Payment pursuant to this Section 9.3(b) shall be made by SIR promptly after receipt of notice from STAR that the Escrow Agreement has been executed by the parties thereto and once deposited in escrow shall relieve SIR from any further obligation to pay any fee required under this Section 9.3. The Escrow Agreement shall provide that the Termination Payment in escrow or the applicable portion thereof shall be released to STAR on an annual basis based upon the delivery by STAR to the escrow agent of any one (or a combination) of the following:

(i)    a letter from STAR’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to STAR without causing STAR to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code for the applicable taxable year of STAR determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A) (H) or 856(c)(3)(A) (I) of the Code (such income, “Qualifying REIT Income”), in which case the escrow agent shall release to STAR such maximum amount stated in the accountant’s letter;

(ii)    a letter from STAR’s counsel indicating that STAR received a private letter ruling from the IRS holding that the receipt by STAR of the applicable Termination Payment would either constitute Qualifying REIT Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, in which case the escrow agent shall release to STAR the remainder of the applicable Termination Payment; or

(iii)    a letter from STAR’s counsel indicating that STAR has received a tax opinion from STAR’s outside counsel or accountant, respectively, to the effect that the receipt by STAR of the applicable Termination Payment should either constitute Qualifying REIT Income or should be excluded from gross income within the meaning of Section 856(c)(2) and (3) of the Code, in which case the escrow agent shall release to STAR the remainder of the applicable Termination Payment.

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The Parties agree to cooperate in good faith to amend this Section 9.3(f) at the reasonable request of STAR in order to (A) maximize the portion of the applicable Termination Payment that may be distributed to STAR hereunder without causing STAR to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (B) improve STAR’s chances of securing the favorable private letter ruling from the IRS described in this Section 9.3(f) or (C) assist STAR in obtaining the favorable tax opinion from its outside counsel or accountant described in this Section 9.3(f). The Escrow Agreement shall provide that STAR shall bear all costs and expenses under the Escrow Agreement and that any portion of the applicable Termination Payment held in escrow for ten (10) years shall be released by the escrow agent to SIR. SIR shall not be a party to the Escrow Agreement and shall not bear any liability, cost or expense resulting directly or indirectly from the Escrow Agreement (other than any Taxes imposed on SIR in connection therewith). STAR shall fully indemnify SIR and hold SIR harmless from and against any such liability, cost or expense.

Section 9.4    Amendment. Subject to compliance with applicable Law, this Agreement may be amended by mutual agreement of the Parties by action taken or authorized by the STAR Special Committee and the SIR Special Committee, respectively, at any time before or after receipt of the Stockholder Approval and prior to the Merger Effective Time; provided, that after the Stockholder Approval has been obtained, there shall not be (i) any amendment of this Agreement that changes the amount or the form of the consideration to be delivered under this Agreement to the holders of SIR Common Stock, or which by applicable Law requires the further approval of the stockholders of SIR without such further approval of such stockholders, or (ii) any amendment or change not permitted under applicable Law. This Agreement may not be amended except by an instrument in writing signed by each of the Parties.

ARTICLE 10

GENERAL PROVISIONS

Section 10.1    Nonsurvival of Representations and Warranties and Certain Covenants. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Merger Effective Time. The covenants to be performed prior to or at the Closing shall terminate at the Closing. This Section 10.1 shall not limit any covenant or agreement of the Parties that by its terms contemplates performance after the Merger Effective Time.

Section 10.2    Notices. All notices, requests, claims, consents, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, sent by overnight courier (providing proof of delivery) to the Parties or sent by facsimile or e-mail of a pdf attachment (providing confirmation of transmission) at the following addresses or facsimile numbers (or at such other address or facsimile number for a Party as shall be specified by like notice):

(a) if to a SIR Party to:

Special Committee of the Board of Directors

c/o Steadfast Income REIT, Inc.

18100 Von Karman Avenue, Suite 500

Irvine, CA 92612

Attn: Scot Barker

email: scotbarkersc@gmail.com

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with copies (which shall not constitute notice) to:

Proskauer Rose LLP

70 West Madison, Suite 3800

Chicago, Illinois 60602

Attn: Michael J. Choate

email: mchoate@proskauer.com

(b) if to a STAR Party to:

Special Committee of the Board of Directors

c/o Steadfast Apartment REIT, Inc.

18100 Von Karman Avenue, Suite 500

Irvine, CA 92612

Attn: Thomas Purcell

email: tom@curcicompanies.com

with copies (which shall not constitute notice) to:

Venable, LLP

750 E. Pratt Street, Suite 900

Baltimore, MD 21202

Attn: Sharon Kroupa

email: sakroupa@venable.com

Morrison & Foerster LLP

3500 Lenox Road, N.E., Suite 1500

Atlanta, GA 30326

Attention: Heath D. Linsky

email: hlinsky@mofo.com

Section 10.3    Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any present or future Law, or public policy, (a) such term or other provision shall be fully separable, (b) this Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision had never comprised a part hereof, and (c) all other conditions and provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable term or other provision or by its severance herefrom so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

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Section 10.4    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (electronically by email or facsimile) to the other Parties. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document form” (“pdf”), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

Section 10.5    Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, Schedules, the STAR Disclosure Letter and the SIR Disclosure Letter), the Confidentiality Agreements (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter of this Agreement and, (b) except for the provisions of Article 3 (which, from and after the Merger Effective Time, shall be for the benefit of holders of shares of STAR Common Stock immediately prior to the Merger Effective Time) and Section 7.7 (which, from and after the Merger Effective Time shall be for the benefit of the Indemnified Parties) are not intended to confer upon any Person other than the Parties hereto any rights or remedies.

Section 10.6    Extension; Waiver. At any time prior to the Merger Effective Time, the Parties may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties of the other Party contained in this Agreement or in any document delivered pursuant to this Agreement or (c) subject to the requirements of applicable Law, waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. The failure of any Party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

Section 10.7    Governing Law; Venue.

(a)    This Agreement, and all claims or causes of actions (whether at Law, in contract or in tort) that may be based upon, arise out of or related to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Maryland without giving effect to its conflicts of laws principles (whether the State of Maryland or any other jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Maryland).

(b)    All disputes arising out of or relating to this Agreement shall be heard and determined exclusively in any Maryland state or federal court. Each of the Parties hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any such Maryland state or federal court, for the purpose of any dispute arising out of or relating to this Agreement

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brought by any Party, (ii) agrees not to commence any such dispute except in such courts, (iii) agrees that any claim in respect of any such dispute may be heard and determined in any such Maryland state or federal court, (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such dispute, (v) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such dispute, and (vi) agrees, with respect to any Action filed in a Maryland state court, to jointly request an assignment to the Maryland Business and Technology Case Management Program. Each of the Parties agrees that a final judgment in any such dispute shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to service of process in the manner provided for notices in Section 10.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

Section 10.8    Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned or delegated, in whole or in part, by operation of Law or otherwise by any of the Parties without the prior written consent of the other Parties. This Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

Section 10.9    Specific Performance. The Parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that, prior to the termination of this Agreement pursuant to Article 9, each Party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, and each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which such Party is entitled at Law or in equity.

Section 10.10    Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 10.10.

Section 10.11    Authorship. The Parties agree that the terms and language of this Agreement are the result of negotiations between the Parties and their respective advisors and, as a result, there shall be no presumption that any ambiguities in this Agreement shall be resolved against any Party. Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective duly authorized officers, all as of the date first written above.

STEADFAST APARTMENT REIT, INC.
By:	/s/ Rodney F. Emery
Name:	Rodney F. Emery
Title:	Chief Executive Officer and Chairman of the Board of Directors
STEADFAST APARTMENT REIT OPERATING PARTNERSHIP, L.P.
By:	Steadfast Apartment REIT, Inc., not in its individual capacity but solely as general partner
By:	/s/ Rodney F. Emery
Name:	Rodney F. Emery
Title:	Chief Executive Officer and Chairman of the Board of Directors
SI SUBSIDIARY, LLC
By:	Steadfast Apartment REIT, Inc., its Member
By:	/s/ Rodney F. Emery
Name:	Rodney F. Emery
Title:	Chief Executive Officer and Chairman of the Board of Directors

[Signature Page to the Agreement and Plan of Merger]

STEADFAST INCOME REIT, INC.
By:	/s/ Kevin Keating
Name:	Kevin Keating
Title:	Chief Financial Officer
STEADFAST INCOME REIT OPERATING PARTNERSHIP, L.P.
By:	Steadfast Income REIT, Inc., not in its individual capacity but solely as general partner
By:	/s/ Kevin Keating
Name:	Kevin Keating
Title:	Chief Financial Officer

[Signature Page to the Agreement and Plan of Merger]

EX-10.1

Exhibit 10.1

[SIR LETTERHEAD]

August 5, 2019

Steadfast Income Advisor, LLC

18100 Von Karman Avenue, Suite 500

Irvine, California 92612

Re: Steadfast Income REIT, Inc. – Advisory Agreement

Ladies and Gentlemen:

This letter agreement sets forth certain agreements and understandings that each of Steadfast Income Advisor, LLC (the “Advisor”) and Steadfast Income REIT, Inc. (the “Company”) has agreed to undertake in connection with the Company’s proposed business combination with Steadfast Apartment REIT, Inc. (the “Merger”) pursuant to the Agreement and Plan of Merger among them and certain affiliated entities dated as of the date hereof (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Amended and Restated Advisory Agreement among the Company, its operating partnership and the Advisor, dated May 4, 2010, as amended.

1.    Disposition Fees. The Advisor hereby waives any claim for a Disposition Fee in connection with the proposed Merger and further confirms that “total consideration” as used in Section 9(c) of the Advisory Agreement, as amended to date, means the price per Share paid to Stockholders of the Company multiplied by the number of Shares outstanding at the time of determination.

2.    Termination. The Advisor and the Company hereby terminate the Advisory Agreement, effective upon consummation of the Merger.

3.    New Convertible Stock. Pursuant to Section 7.11 of the Merger Agreement, if prior to the closing of the Merger, Steadfast Apartment Advisor, LLC (“STAR Advisor”) requests that, in lieu of the incentive and performance fees provided for in the Amended and Restated STAR Advisory Agreement (as defined in the Merger Agreement), Steadfast Apartment REIT, Inc. (“STAR”) issue, at the closing of the Merger, convertible stock (the “New Convertible Stock”) in exchange for the convertible stock currently owned by STAR Advisor (such exchange, the “Exchange”), the Company, upon the approval of the special committee of its board of directors, shall consent (which consent shall not be unreasonably withheld, delayed or conditioned) and shall take all necessary actions (including amending the Merger Agreement) to provide for the Exchange, including amending the Amended and Restated STAR Advisory Agreement to delete the incentive and performance fees and issuing the New Convertible Stock in the Exchange. The New Convertible Stock shall have terms and conditions regarding conversion that are substantially similar to the terms set forth in the Amended and Restated STAR Advisory Agreement regarding incentive and performance fees.

4.    Successors and Assigns. No party shall assign (voluntarily, by operation of law or otherwise) this letter agreement or any right, interest or benefit under this letter agreement without the prior written consent of each other party. Subject to the foregoing, this letter agreement shall be fully binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.

5.    Invalid Provision. The invalidity or unenforceability of any provision of this letter agreement shall not affect the other provisions hereof, and this letter agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

6.    Applicable Law. This letter agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts of laws provisions, of the State of California.

7.    Waiver. EACH OF THE PARTIES HERETO WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS LETTER AGREEMENT. The parties hereto each hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of California and the Federal courts of the United States of America located in Los Angeles, California, in respect of the interpretation and enforcement of the terms of this letter agreement, and in respect of the transactions contemplated hereby, and each hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this letter agreement may not be enforced in or by such courts, and the parties hereto each hereby irrevocably agrees that all claims with respect to such action or proceeding shall be heard and determined in such a California State or Federal court.

8.    Attorneys’ Fees. If a dispute arises concerning the performance, meaning or interpretation of any provision of this letter agreement or any document executed in connection with this letter agreement, then the prevailing party in such dispute shall be awarded any and all costs and expenses incurred by the prevailing party in enforcing, defending or establishing its rights hereunder or thereunder, including, without limitation, court costs and attorneys and expert witness fees. In addition to the foregoing award of costs and fees, the prevailing also shall be entitled to recover its attorneys’ fees incurred in any post-judgment proceedings to collect or enforce any judgment.

9.    Entire Agreement. This letter agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This letter agreement may not be amended or supplemented other than by an agreement in writing signed by the parties hereto.

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10.    Nonwaiver. The failure of any party to insist upon or enforce strict performance by any other party of any provision of this letter agreement or to exercise any right under this letter agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect.

11.    Counterparts. This letter agreement may be executed (including by facsimile transmission) with counterpart signature pages or in counterpart copies, each of which shall be deemed an original but all of which together shall constitute one and the same instrument comprising this letter agreement.

[Signatures Follow]

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If the foregoing accurately sets forth your understanding of our agreement, please sign and return the enclosed copy of this letter agreement.

Very truly yours,
STEADFAST INCOME REIT, INC.
By:	/s/ Rodney F. Emery
Name:	Rodney F. Emery
Title:	Chief Executive Officer

Acknowledged and Agreed to as of the date first written above:
STEADFAST INCOME ADVISOR, LLC
By:	/s/ Ella Shaw Neyland
Name:	Ella Shaw Neyland
Title:	President

[Signature Page to Termination Agreement]

EX-99.1

Exhibit 99.1 The Reserve at Creekside, Chattanooga, TN Proposed Transformational Transactions STAR, SIR & STAR III to Combine August 6, 2019Exhibit 99.1 The Reserve at Creekside, Chattanooga, TN Proposed Transformational Transactions STAR, SIR & STAR III to Combine August 6, 2019

Disclosures NO OFFER OR SOLICITATION This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. IMPORTANT ADDITIONAL INFORMATION In connection with the proposed transaction, Steadfast Apartment REIT, Inc. (“STAR”) will file two Registration Statements on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”). One registration statement will contain a proxy statement of Steadfast Income REIT, Inc. (“SIR”) and also constitute a prospectus for STAR. The other registration statement will contain a proxy statement of Steadfast Apartment REIT III, Inc. (“STAR III”) and also constitute a prospectus of STAR. The applicable proxy statement/prospectus will be mailed to SIR’s and STAR III’s respective stockholders. WE URGE INVESTORS TO READ THE APPLICABLE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED BY STAR, SIR AND STAR III, AS APPLICABLE, IN CONNECTION WITH THE PROPOSED MERGERS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STAR, SIR, STAR III AND THE PROPOSED MERGERS. INVESTORS ARE URGED TO READ THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY. Investors will be able to obtain these materials and other documents filed with the SEC free of charge at the SEC’s website (www.sec.gov). In addition, these materials will also be available free of charge by accessing STAR’s website, by accessing SIR’s website, or by accessing STAR III’s website (each at www.steadfastreits.com). PARTICIPANTS IN THE SOLICITATION STAR, SIR, STAR III and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the STAR’s directors and executive officers is available in STAR’s Annual Report on Form 10-K filed with the SEC on March 14, 2019. Information about SIR’s directors and executive officers is available in SIR’s Annual Report on Form 10-K filed with the SEC on March 15, 2019. Information about STAR III’s directors and executive officers is available in STAR III’s Annual Report on Form 10-K filed with the SEC on March 15, 2019. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the applicable proxy statement/prospectus for STAR, SIR and STAR III and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the applicable proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of the applicable documents from the STAR, SIR or STAR III as indicated above. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This communication contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. SIR, STAR and STAR III can give no assurances that their expectations will be attained. Factors that could cause actual results to differ materially from SIR’s, STAR’s or STAR III’s expectations include, but are not limited to, the risk that the proposed mergers will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreements; the inability to obtain the stockholder approvals with respect to SIR and STAR III or the failure to satisfy the other conditions to completion of the proposed mergers; risks related to disruption of management’s attention from the ongoing business operations due to the proposed mergers; availability of suitable investment opportunities; changes in interest rates; the availability and terms of financing; general economic conditions; market conditions; legislative and regulatory changes that could adversely affect the business of STAR, SIR or STAR III; and other factors, including those set forth in the Risk Factors section of SIR’s, STAR’s and STAR III’s most recent Annual Reports on Form 10-K filed with the SEC, and other reports filed by SIR, STAR and STAR III with the SEC, copies of which are available on the SEC’s website, www.sec.gov. SIR, STAR and STAR III undertake no obligations to update these statements for revisions or changes after the date of this communication, except as required by law. 2Disclosures NO OFFER OR SOLICITATION This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. IMPORTANT ADDITIONAL INFORMATION In connection with the proposed transaction, Steadfast Apartment REIT, Inc. (“STAR”) will file two Registration Statements on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”). One registration statement will contain a proxy statement of Steadfast Income REIT, Inc. (“SIR”) and also constitute a prospectus for STAR. The other registration statement will contain a proxy statement of Steadfast Apartment REIT III, Inc. (“STAR III”) and also constitute a prospectus of STAR. The applicable proxy statement/prospectus will be mailed to SIR’s and STAR III’s respective stockholders. WE URGE INVESTORS TO READ THE APPLICABLE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED BY STAR, SIR AND STAR III, AS APPLICABLE, IN CONNECTION WITH THE PROPOSED MERGERS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STAR, SIR, STAR III AND THE PROPOSED MERGERS. INVESTORS ARE URGED TO READ THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY. Investors will be able to obtain these materials and other documents filed with the SEC free of charge at the SEC’s website (www.sec.gov). In addition, these materials will also be available free of charge by accessing STAR’s website, by accessing SIR’s website, or by accessing STAR III’s website (each at www.steadfastreits.com). PARTICIPANTS IN THE SOLICITATION STAR, SIR, STAR III and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the STAR’s directors and executive officers is available in STAR’s Annual Report on Form 10-K filed with the SEC on March 14, 2019. Information about SIR’s directors and executive officers is available in SIR’s Annual Report on Form 10-K filed with the SEC on March 15, 2019. Information about STAR III’s directors and executive officers is available in STAR III’s Annual Report on Form 10-K filed with the SEC on March 15, 2019. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the applicable proxy statement/prospectus for STAR, SIR and STAR III and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the applicable proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of the applicable documents from the STAR, SIR or STAR III as indicated above. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This communication contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. SIR, STAR and STAR III can give no assurances that their expectations will be attained. Factors that could cause actual results to differ materially from SIR’s, STAR’s or STAR III’s expectations include, but are not limited to, the risk that the proposed mergers will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreements; the inability to obtain the stockholder approvals with respect to SIR and STAR III or the failure to satisfy the other conditions to completion of the proposed mergers; risks related to disruption of management’s attention from the ongoing business operations due to the proposed mergers; availability of suitable investment opportunities; changes in interest rates; the availability and terms of financing; general economic conditions; market conditions; legislative and regulatory changes that could adversely affect the business of STAR, SIR or STAR III; and other factors, including those set forth in the Risk Factors section of SIR’s, STAR’s and STAR III’s most recent Annual Reports on Form 10-K filed with the SEC, and other reports filed by SIR, STAR and STAR III with the SEC, copies of which are available on the SEC’s website, www.sec.gov. SIR, STAR and STAR III undertake no obligations to update these statements for revisions or changes after the date of this communication, except as required by law. 2

Key Terms of the Transactions * Combined Company expected to have ~$3.3 billion in gross real estate assets On August 5, 2019 STAR: Each transaction is a stock-for-stock exchange whereby a wholly-owned STAR subsidiary is the surviving entity Transaction • Entered into a Merger Agreement with SIR Overview • Entered into a separate Merger Agreement with STAR III Definitive merger agreements are not conditioned on the consummation of the other merger SIR stockholders receive .5934 STAR shares for each SIR share Tax-free transactions generally consistent with NAV per share as of Dec. 31, 2018 Consideration for SIR and STAR and June 30, 2018 for STAR III STAR III stockholders receive 1.43 STAR shares for each STAR III share (SIR $9.40, STAR $15.84, STAR III $22.65) Pro Forma Approximate Post Closing Ownership Structure: SIR’s current stockholders would One independent director from each SIR and STAR III will join the STAR Board at Ownership and constitute 40.6%: STAR III’s current stockholders would constitute 11.3% closing, taking the Board to 7 members, 5 of whom will be independent Governance Expected to close in the first quarter of 2020 During merger process, share repurchase programs for each REIT will be limited to death and qualifying disability requests Next Steps and Subject to separate go-shop provisions Closing STAR distribution reinvestment plan (“DRIP”) to stay in effect SIR and STAR III stockholders will vote on their respective merger Conditions • SIR and STAR III stockholders may elect to enroll in STAR DRIP post-merger Distributions expected to be unchanged during merger process • STAR expects to continue 6% annualized distribution based on a $15.00 purchase price post-merger** * These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties. See Cautionary Statement Regarding Forward-Looking Statements. 3 ** Distributions to stockholders are determined by the STAR board of directors and are dependent upon a number of factors. There can be no assurance that distributions will be paid at this rate, if at all.Key Terms of the Transactions * Combined Company expected to have ~$3.3 billion in gross real estate assets On August 5, 2019 STAR: Each transaction is a stock-for-stock exchange whereby a wholly-owned STAR subsidiary is the surviving entity Transaction • Entered into a Merger Agreement with SIR Overview • Entered into a separate Merger Agreement with STAR III Definitive merger agreements are not conditioned on the consummation of the other merger SIR stockholders receive .5934 STAR shares for each SIR share Tax-free transactions generally consistent with NAV per share as of Dec. 31, 2018 Consideration for SIR and STAR and June 30, 2018 for STAR III STAR III stockholders receive 1.43 STAR shares for each STAR III share (SIR $9.40, STAR $15.84, STAR III $22.65) Pro Forma Approximate Post Closing Ownership Structure: SIR’s current stockholders would One independent director from each SIR and STAR III will join the STAR Board at Ownership and constitute 40.6%: STAR III’s current stockholders would constitute 11.3% closing, taking the Board to 7 members, 5 of whom will be independent Governance Expected to close in the first quarter of 2020 During merger process, share repurchase programs for each REIT will be limited to death and qualifying disability requests Next Steps and Subject to separate go-shop provisions Closing STAR distribution reinvestment plan (“DRIP”) to stay in effect SIR and STAR III stockholders will vote on their respective merger Conditions • SIR and STAR III stockholders may elect to enroll in STAR DRIP post-merger Distributions expected to be unchanged during merger process • STAR expects to continue 6% annualized distribution based on a $15.00 purchase price post-merger** * These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties. See Cautionary Statement Regarding Forward-Looking Statements. 3 ** Distributions to stockholders are determined by the STAR board of directors and are dependent upon a number of factors. There can be no assurance that distributions will be paid at this rate, if at all.

Tapestry Park, Birmingham, AL Focused on Driving Stockholder Value 1 Estimated Value Per Share Plus Cumulative Distributions Per Share SIR STAR STAR III $25.48 $24.00 $20.12 $16.30 $14.91 $22.54 $15.84 $10.02 $9.40 $6.90 $4.28 $2.94 2 Average Co Wsttd P . A erv g S. h C ao re st Cumulative Distributions Per Share Estimated Value Per Share 1. Estimated value per share is as of most recent valuation date: 12/31/18 for SIR and STAR, and 6/30/18 for STAR III. Cumulative distributions per share are for the time period the first month distributions were declared through the most recent external valuation date and includes a $1.00 special distribution from SIR in May 2018. Distributions were declared beginning in August, 2010 for SIR; April, 2014 for STAR; and 4 April, 2016 for STAR III. 2. Average share cost as of the most recent valuation date for STAR III A shares is $24.53 per share, T shares $23.73 per share and R shares $22.51 per share, excluding servicing fees.Tapestry Park, Birmingham, AL Focused on Driving Stockholder Value 1 Estimated Value Per Share Plus Cumulative Distributions Per Share SIR STAR STAR III $25.48 $24.00 $20.12 $16.30 $14.91 $22.54 $15.84 $10.02 $9.40 $6.90 $4.28 $2.94 2 Average Co Wsttd P . A erv g S. h C ao re st Cumulative Distributions Per Share Estimated Value Per Share 1. Estimated value per share is as of most recent valuation date: 12/31/18 for SIR and STAR, and 6/30/18 for STAR III. Cumulative distributions per share are for the time period the first month distributions were declared through the most recent external valuation date and includes a $1.00 special distribution from SIR in May 2018. Distributions were declared beginning in August, 2010 for SIR; April, 2014 for STAR; and 4 April, 2016 for STAR III. 2. Average share cost as of the most recent valuation date for STAR III A shares is $24.53 per share, T shares $23.73 per share and R shares $22.51 per share, excluding servicing fees.

* Potential Strategic Benefits of the Mergers Enhances Market Generates Savings and Lowers Risk Increases Ability to Expands Access to New Prominence Through Increases Cash Flow Profile Pursue Growth & Value Sources of Capital Improved Portfolio Creation Opportunities Revised fee structure, Combined company has Larger combined entity platform synergies, increased stronger balance sheet with expected to improve access Improves portfolio and Focus on new investments in purchasing power and limited near-term debt to capital sources that may enhances market target markets with strong potential ability to raise rents maturities be used for growth and prominence and growth projected growth; would increase cash flow investor liquidity potential in recession- continue value enhancement resilient sector supported by program and pursue ground- demographic trends up development opportunities * These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties. See 5 Cautionary Statement Regarding Forward-Looking Statements.* Potential Strategic Benefits of the Mergers Enhances Market Generates Savings and Lowers Risk Increases Ability to Expands Access to New Prominence Through Increases Cash Flow Profile Pursue Growth & Value Sources of Capital Improved Portfolio Creation Opportunities Revised fee structure, Combined company has Larger combined entity platform synergies, increased stronger balance sheet with expected to improve access Improves portfolio and Focus on new investments in purchasing power and limited near-term debt to capital sources that may enhances market target markets with strong potential ability to raise rents maturities be used for growth and prominence and growth projected growth; would increase cash flow investor liquidity potential in recession- continue value enhancement resilient sector supported by program and pursue ground- demographic trends up development opportunities * These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties. See 5 Cautionary Statement Regarding Forward-Looking Statements.

Enhances Market Prominence Complementary portfolios provide enhanced diversification, concentrated in high growth markets Invested in 7 of top 20 1 real estate markets Chicago Columbus Indianapolis Denver Kansas City Cincinnati Lexington Chesapeake Chattanooga Nashville Oklahoma City Greenville Combined company Birmingham Atlanta would rank among Dallas Austin Top 50 Houston apartment owners Bubble size is reflective of 2 combined company investment in the country in each market 1. PWC, Emerging Trends in Real Estate, 2019 6 2. Based on National Multifamily Housing Council 2019 Top 50 Apartment Owners rankings by total unit countEnhances Market Prominence Complementary portfolios provide enhanced diversification, concentrated in high growth markets Invested in 7 of top 20 1 real estate markets Chicago Columbus Indianapolis Denver Kansas City Cincinnati Lexington Chesapeake Chattanooga Nashville Oklahoma City Greenville Combined company Birmingham Atlanta would rank among Dallas Austin Top 50 Houston apartment owners Bubble size is reflective of 2 combined company investment in the country in each market 1. PWC, Emerging Trends in Real Estate, 2019 6 2. Based on National Multifamily Housing Council 2019 Top 50 Apartment Owners rankings by total unit count

* Improves Portfolio 1 As of 6/30/19 SIR STAR STAR III Combined STAR Properties/States 27/9 34/11 10/6 71/14 Avg. Effective Rent $1,110 $1,189 $1,165 $1,158 Portfolio Occupancy 95.1% 93.8% 93.1% 94.2% Avg. Age of Portfolio (years) 13.7 22.8 23.2 20.0 2 Gross Real Estate Value (000’s) $1,006,400 $1,827,610 $437,110 $3,271,120 % of Gross Real Estate Value 31% 56% 13% 100% * These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties. See Cautionary Statement Regarding Forward-Looking Statements. 7 1. Dispositions and acquisitions that may occur during the merger process are not reflected. 2. Gross Real Estate Value as of most recent valuation date: 12/31/18 for SIR and STAR and 6/30/18 for STAR III* Improves Portfolio 1 As of 6/30/19 SIR STAR STAR III Combined STAR Properties/States 27/9 34/11 10/6 71/14 Avg. Effective Rent $1,110 $1,189 $1,165 $1,158 Portfolio Occupancy 95.1% 93.8% 93.1% 94.2% Avg. Age of Portfolio (years) 13.7 22.8 23.2 20.0 2 Gross Real Estate Value (000’s) $1,006,400 $1,827,610 $437,110 $3,271,120 % of Gross Real Estate Value 31% 56% 13% 100% * These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties. See Cautionary Statement Regarding Forward-Looking Statements. 7 1. Dispositions and acquisitions that may occur during the merger process are not reflected. 2. Gross Real Estate Value as of most recent valuation date: 12/31/18 for SIR and STAR and 6/30/18 for STAR III

* Improves Portfolio Combined portfolio is poised for growth as market dynamics continue to support core investment strategy 4 Demand for Apartments is Projected to Grow Substantially by 2030 Strong demand for apartments, especially moderate income apartments § Historically, lowest performance volatility of all 1 property types 2 § Resistant to recessions as compared to luxury Class A § Rent premium for luxury product prices many 3 Americans out of Class A apartments * These statements are based on management’s current expectations and beliefs and 2. National Real Estate Investor, The U.S. Apartment Sector Would Continue to Remain are subject to a number of trends and uncertainties. See Cautionary Statement Strong Even in a Recession, February 5, 2019 8 Regarding Forward-Looking Statements. 3. Multifamily Executive, Class B and C Apartments Will Rule, June 21, 2017 1. CBRE, US Multifamily Housing, a Primer for Offshore Investors, 2018 4. NAA/NMHC, Vision 2030, June 27, 2017* Improves Portfolio Combined portfolio is poised for growth as market dynamics continue to support core investment strategy 4 Demand for Apartments is Projected to Grow Substantially by 2030 Strong demand for apartments, especially moderate income apartments § Historically, lowest performance volatility of all 1 property types 2 § Resistant to recessions as compared to luxury Class A § Rent premium for luxury product prices many 3 Americans out of Class A apartments * These statements are based on management’s current expectations and beliefs and 2. National Real Estate Investor, The U.S. Apartment Sector Would Continue to Remain are subject to a number of trends and uncertainties. See Cautionary Statement Strong Even in a Recession, February 5, 2019 8 Regarding Forward-Looking Statements. 3. Multifamily Executive, Class B and C Apartments Will Rule, June 21, 2017 1. CBRE, US Multifamily Housing, a Primer for Offshore Investors, 2018 4. NAA/NMHC, Vision 2030, June 27, 2017

Generates Cash Savings for the Combined Company * Synergies and fee structure realignment expected to increase cash flow Projected Average Annual Increase in Post-Merger Cash Flow Combined SIR STAR STAR III STAR (in each of the years 2020 – 2024)** 100 bps — Investment 80 bps 100 bps 100 bps 50% cash and Management $20.7 50% stock $2.3 (1) Acquisition 200 bps 100 bps 200 bps 50 bps (2) Disposition 150 bps 100 bps 150 bps 50 bps (1) Financing N/A 100 bps N/A 50 bps 50 bps — Refinancing 50 bps 75 bps 75 bps all stock * Fees presented are based on STAR continuing as going concern and do not include sponsor’s financing fee on new acquisition loans participation in returns after payment to stockholders of invested capital and a 6% preferred return 2. SIR’s disposition fee for asset sales is 1.50% of the contract sales price. If the company is sold in a final ** Based on $100 million of acquisitions annually with 65% loan to cost, $100 million of dispositions liquidity event, the disposition fee is tiered ranging from 0.50% to 1.50% based on price paid per share 9 annually and $50 million of loan refinancing annually to stockholders. STAR III’s disposition fee for asset sales is 1.50% of gross sales price. If the company is 1. The acquisition fee for SIR and STAR III includes the financing fee (i.e., there is no separate financing fee sold, the fee is 1.00% of the total consideration paid, subject to increase to 1.50% at the sole discretion for loans related to new acquisitions). STAR was structured with a separate acquisition fee and of the company’s independent directorsGenerates Cash Savings for the Combined Company * Synergies and fee structure realignment expected to increase cash flow Projected Average Annual Increase in Post-Merger Cash Flow Combined SIR STAR STAR III STAR (in each of the years 2020 – 2024)** 100 bps — Investment 80 bps 100 bps 100 bps 50% cash and Management $20.7 50% stock $2.3 (1) Acquisition 200 bps 100 bps 200 bps 50 bps (2) Disposition 150 bps 100 bps 150 bps 50 bps (1) Financing N/A 100 bps N/A 50 bps 50 bps — Refinancing 50 bps 75 bps 75 bps all stock * Fees presented are based on STAR continuing as going concern and do not include sponsor’s financing fee on new acquisition loans participation in returns after payment to stockholders of invested capital and a 6% preferred return 2. SIR’s disposition fee for asset sales is 1.50% of the contract sales price. If the company is sold in a final ** Based on $100 million of acquisitions annually with 65% loan to cost, $100 million of dispositions liquidity event, the disposition fee is tiered ranging from 0.50% to 1.50% based on price paid per share 9 annually and $50 million of loan refinancing annually to stockholders. STAR III’s disposition fee for asset sales is 1.50% of gross sales price. If the company is 1. The acquisition fee for SIR and STAR III includes the financing fee (i.e., there is no separate financing fee sold, the fee is 1.00% of the total consideration paid, subject to increase to 1.50% at the sole discretion for loans related to new acquisitions). STAR was structured with a separate acquisition fee and of the company’s independent directors

Increase Cash Flow * Combined Company has the opportunity to raise rents in majority of its markets 1 Median Household Income to Rent Multiple * These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties. See Cautionary Statement Regarding Forward-Looking Statements. 10 1. Multiple = Annual Median Household Income divided by Annual Rent Payment. Sources: CoStar - Annual Median Household Income and US Average Asking Rent. Company Data - In-place Effective Rent at Combined company propertiesIncrease Cash Flow * Combined Company has the opportunity to raise rents in majority of its markets 1 Median Household Income to Rent Multiple * These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties. See Cautionary Statement Regarding Forward-Looking Statements. 10 1. Multiple = Annual Median Household Income divided by Annual Rent Payment. Sources: CoStar - Annual Median Household Income and US Average Asking Rent. Company Data - In-place Effective Rent at Combined company properties

Lowers Risk Profile Combined Company Has Limited Near-Term Debt Maturities 3 Combined Capital Structure Combined Debt Maturity Schedule 1 Combined Company Position Highlights 900 Total Capitalization § Limited near-term maturities 2 800 $3.6B § 65% Fixed Debt vs. 35% Floating Debt 700 § Combined weighted average interest rate 600 of 4.30% vs. STAR standalone weighted 500 average interest rate of 4.42% 400 48% 52% 300 200 100 - 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030+ Secured Credit Facility Fixed Rate Variable Rate Secured Debt Equity 1. Dispositions and acquisitions that may occur during the merger process are not reflected. 2. Equity value determined using shares outstanding as of June 30, 2019 multiplied by the respective exchange ratio multiplied by $15.84 11 (current STAR Estimated Value Per Share) 3. Principal Balances as of June 30, 2019. $ MillionsLowers Risk Profile Combined Company Has Limited Near-Term Debt Maturities 3 Combined Capital Structure Combined Debt Maturity Schedule 1 Combined Company Position Highlights 900 Total Capitalization § Limited near-term maturities 2 800 $3.6B § 65% Fixed Debt vs. 35% Floating Debt 700 § Combined weighted average interest rate 600 of 4.30% vs. STAR standalone weighted 500 average interest rate of 4.42% 400 48% 52% 300 200 100 - 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030+ Secured Credit Facility Fixed Rate Variable Rate Secured Debt Equity 1. Dispositions and acquisitions that may occur during the merger process are not reflected. 2. Equity value determined using shares outstanding as of June 30, 2019 multiplied by the respective exchange ratio multiplied by $15.84 11 (current STAR Estimated Value Per Share) 3. Principal Balances as of June 30, 2019. $ Millions

* Increases Ability to Pursue Growth and Value Creation Opportunities Active management and development opportunities could provide significant increase in stockholder value Continue Value Enhancement Program Target $100M-$300M in New Development Opportunities Annually Why Ground-up Development is Attractive: • Attractive cap rates currently 30% higher than acquiring existing asset 8% • Improves cash flow from lower capital expenditure requirements Small changes can have big $112M • Enhances overall quality and average age of portfolio impact... Invest on average 8% of invested as of 6/30/19 • Expect 40% higher average annual returns than asset acquisition average home cost supports rent across all 3 REITs increases and keeps properties Illustrative - 86% increase in equity value competitive with newer product (1) expected at lease-up $260,000 300,000 $200,000 250,000 200,000 $130,000 1,000 11,333 150,000 homes targeted for $130,000 homes renovated as of 6/30/19 $60M increase renovation in 2020 in 100,000 across all 3 REITs in equity value combined company $130,000 50,000 $70,000 - Project Cost Value at Stabilization Equity Debt * These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties. See Cautionary Statement Regarding Forward-Looking Statements 1. Assumptions: Builds at a 6.50% cap rate and is valued at a 5.00% cap rate at stabilization. Development costs equal $200M with 35% equity and 65% loan-to- 12 cost. Projected value of $260M at a 5.00% cap rate with $13M of annual net operating income. 18-month construction period and 18- month lease-up period. Projected return on equity at stabilization is approximately 86% before fees (acquisition, loan coordination and investment management fee)* Increases Ability to Pursue Growth and Value Creation Opportunities Active management and development opportunities could provide significant increase in stockholder value Continue Value Enhancement Program Target $100M-$300M in New Development Opportunities Annually Why Ground-up Development is Attractive: • Attractive cap rates currently 30% higher than acquiring existing asset 8% • Improves cash flow from lower capital expenditure requirements Small changes can have big $112M • Enhances overall quality and average age of portfolio impact... Invest on average 8% of invested as of 6/30/19 • Expect 40% higher average annual returns than asset acquisition average home cost supports rent across all 3 REITs increases and keeps properties Illustrative - 86% increase in equity value competitive with newer product (1) expected at lease-up $260,000 300,000 $200,000 250,000 200,000 $130,000 1,000 11,333 150,000 homes targeted for $130,000 homes renovated as of 6/30/19 $60M increase renovation in 2020 in 100,000 across all 3 REITs in equity value combined company $130,000 50,000 $70,000 - Project Cost Value at Stabilization Equity Debt * These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties. See Cautionary Statement Regarding Forward-Looking Statements 1. Assumptions: Builds at a 6.50% cap rate and is valued at a 5.00% cap rate at stabilization. Development costs equal $200M with 35% equity and 65% loan-to- 12 cost. Projected value of $260M at a 5.00% cap rate with $13M of annual net operating income. 18-month construction period and 18- month lease-up period. Projected return on equity at stabilization is approximately 86% before fees (acquisition, loan coordination and investment management fee)

* Expands Access to New Sources of Capital New capital sources expected to grow asset base up to 50% over the next 48 months Investors Increasingly Reallocating Capital to Multifamily International Groups Increasing 1 1 and Secondary Markets Multifamily Exposure Larger entity expected to attract new 100% $14.00 100% sources of capital and investments, 90% 17.5% 90% 21.4% $12.00 potentially including: 80% 80% $10.00 § Acquisition of private companies seeking 70% 70% ~500% 33.2% tax advantaged OP units to defer gains 60% 60% 37.4% $8.00 increase 50% 50% ~40% § Acquisition of smaller public companies $6.00 increase 40% 40% trading at discount to NAV 30% 30% $4.00 § Foreign capital with lower cost of capital 49.3% 20% 20% 41.2% relative to domestic investors $2.00 10% 10% § New joint ventures with existing assets or 0% $0.00 0% 2005 – 2007 2017 – Q2 2019 2006 – 2007 2017 – H1 2019 2010 2011 2012 2013 2014 2015 2016 2017 2018 development projects with institutional capital partners Primary Secondary Tertiary Foreign Volumes Office Multifamily Industrial Retail 2 Majority of 2018 foreign deal volume was with investment opportunities $200MM+ * These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties. See Cautionary Statement Regarding Forward-Looking Statements. 13 1. JLL, Investment Trends in Multifamily Housing, Q2 2019 2. CBRE, U.S. Multifamily: Inbound Investment Trends, April 11, 2019 Share of Transaction volumes (%) Share of Transaction Activity by Market Type (%) Cross-Border Investment Volume ($US Billions)* Expands Access to New Sources of Capital New capital sources expected to grow asset base up to 50% over the next 48 months Investors Increasingly Reallocating Capital to Multifamily International Groups Increasing 1 1 and Secondary Markets Multifamily Exposure Larger entity expected to attract new 100% $14.00 100% sources of capital and investments, 90% 17.5% 90% 21.4% $12.00 potentially including: 80% 80% $10.00 § Acquisition of private companies seeking 70% 70% ~500% 33.2% tax advantaged OP units to defer gains 60% 60% 37.4% $8.00 increase 50% 50% ~40% § Acquisition of smaller public companies $6.00 increase 40% 40% trading at discount to NAV 30% 30% $4.00 § Foreign capital with lower cost of capital 49.3% 20% 20% 41.2% relative to domestic investors $2.00 10% 10% § New joint ventures with existing assets or 0% $0.00 0% 2005 – 2007 2017 – Q2 2019 2006 – 2007 2017 – H1 2019 2010 2011 2012 2013 2014 2015 2016 2017 2018 development projects with institutional capital partners Primary Secondary Tertiary Foreign Volumes Office Multifamily Industrial Retail 2 Majority of 2018 foreign deal volume was with investment opportunities $200MM+ * These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties. See Cautionary Statement Regarding Forward-Looking Statements. 13 1. JLL, Investment Trends in Multifamily Housing, Q2 2019 2. CBRE, U.S. Multifamily: Inbound Investment Trends, April 11, 2019 Share of Transaction volumes (%) Share of Transaction Activity by Market Type (%) Cross-Border Investment Volume ($US Billions)

Improves Optionality for Stockholder Liquidity Expanded capital sources and larger entity increases potential liquidity opportunities Public listing on an exchange Share repurchases Sale of assets that no longer fit portfolio strategy Periodic monetization events similar to SIR $1.00 special distribution in 2018 14Improves Optionality for Stockholder Liquidity Expanded capital sources and larger entity increases potential liquidity opportunities Public listing on an exchange Share repurchases Sale of assets that no longer fit portfolio strategy Periodic monetization events similar to SIR $1.00 special distribution in 2018 14

Highlights of the Merger Process Merger Agreements finalized after approximate 12-month negotiation and review process led by independent directors STAR STAR Special Committee SIR Special Committee STAR III Special Committee Legal Counsel Financial Advisors Financial Advisors Financial Advisors Morrison & Foerster LLP Robert A. Stanger & Co., Inc BMO Capital Markets Houlihan Lokey Legal Counsel Legal Counsel Legal Counsel Venable LLP Proskauer Rose DLA Piper 3 Independent Board Members 3 Independent Board Members 2 Independent Board Members 15Highlights of the Merger Process Merger Agreements finalized after approximate 12-month negotiation and review process led by independent directors STAR STAR Special Committee SIR Special Committee STAR III Special Committee Legal Counsel Financial Advisors Financial Advisors Financial Advisors Morrison & Foerster LLP Robert A. Stanger & Co., Inc BMO Capital Markets Houlihan Lokey Legal Counsel Legal Counsel Legal Counsel Venable LLP Proskauer Rose DLA Piper 3 Independent Board Members 3 Independent Board Members 2 Independent Board Members 15

16 1616 16

EX-99.2

Exhibit 99.2

Steadfast Transaction Investor Letter

August 6, 2019

Dear Fellow Stockholder:

We are writing to share some exciting news regarding your investment(s) in Steadfast Income REIT, Inc. (“SIR”), Steadfast Apartment REIT, Inc. (“STAR”) and/or Steadfast Apartment REIT III, Inc. (“STAR III”).

Today STAR, SIR and STAR III announced that they have entered into definitive merger agreements pursuant to which STAR would acquire SIR and STAR III in separate stock-for-stock transactions, creating a combined company with approximately $3.3 billion in gross real estate assets. The press release we issued along with a webcast presentation detailing the highlights of the proposed transactions can be accessed at www.SteadfastREITs.com.

These announcements follow nearly a year of diligent planning and analysis by each REIT’s Special Committee, composed exclusively of independent directors, along with each Special Committee’s independent legal and financial advisors.

We believe these transformational transactions will deliver enhanced value to all stockholders. The combination would allow each company’s stockholders to participate in a larger, stronger combined company. The REITs’ portfolios are highly complementary, and we believe this strategic merger will create a more enhanced and diversified portfolio, concentrated in high growth markets. Additionally, we expect the size, scale and prominence of the combined portfolio will greatly improve our access to new capital sources, which we believe can be used to drive future growth opportunities and deliver enhanced liquidity options to all stockholders.

We will maintain our exclusive multifamily focus with an emphasis on moderate income apartments, a property type that has demonstrated strong performance with low levels of volatility. If the mergers were to occur today, the combined company’s portfolio would consist of 71 properties in 14 states with an average effective rent of $1,158. Based on occupancy as of June 30, 2019, the combined company’s portfolio would have an occupancy rate of 94 percent and an average age of 20 years. Importantly, the combined company will have a presence in seven of the top 20 real estate investment markets, including Dallas, Nashville and Austin, and will rank among the top 50 apartment owners in the country.¹

We expect the transactions to close in the first quarter of 2020, subject to certain closing conditions, including the approval of the respective mergers by SIR and STAR III stockholders. The merger transactions are expected to close concurrently but are not conditioned on the consummation of each other. Following the closing of the transactions, STAR, SIR and STAR III stockholders are expected to own approximately 48.1%, 40.6% and 11.3% of the combined company, respectively.

¹  Based on National Multifamily Housing Council 2019 Top 50 Apartment Owners rankings by total unit count.

There is no proposed change to the monthly distributions that stockholders in SIR, STAR or STAR III receive during the merger process. STAR expects to continue distributions, which are currently equivalent to 6% annualized based on a purchase price of $15.00 per share, or $0.90 per share annually, subject to market factors and company performance.

In conjunction with the merger agreements, each of SIR, STAR and STAR III have agreed to limit its quarterly share repurchases to repurchase requests made in connection with the death or qualifying disability of the stockholder, subject to certain terms and conditions. SIR and STAR will also limit redemptions to $2 million per quarter. Stockholders who have pending unfulfilled or partially fulfilled repurchase requests (outside of noted death and disability requests) will be cancelled. Upon consummation of the mergers, STAR will communicate the terms of the combined company’s share repurchase program, which will be determined by the Board at a future time.

As we look ahead, we are excited about our bright future. We believe we are well-positioned to pursue additional value creation opportunities as a stronger company with increased cash flow, improved diversification and an improved balance sheet.

On behalf of the Board and our management team, thank you for your investment(s) in and support of the Steadfast REITs. We will continue to work hard to increase the value of your investment and hope you share in our excitement about this compelling combination and the many benefits it will create for our companies and our stockholders.

Sincerely,

Rodney F. Emery

Chairman and Chief Executive Officer

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Important Additional Information

In connection with the proposed transaction, Steadfast Apartment REIT, Inc. (“STAR”) will file two Registration Statements on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”). One registration statement will contain a proxy statement of Steadfast Income REIT, Inc. (“SIR”) and also constitute a prospectus for STAR. The other registration statement will contain a proxy statement of Steadfast Apartment REIT III, Inc. (“STAR III”) and also constitute a prospectus of STAR. The applicable proxy statement/prospectus will be mailed to SIR’s and STAR III’s respective stockholders. WE URGE INVESTORS TO READ THE APPLICABLE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED BY STAR, SIR AND STAR III, AS APPLICABLE, IN CONNECTION WITH THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STAR, SIR, STAR III AND THE PROPOSED MERGER. INVESTORS ARE URGED TO READ THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY. Investors will be able to obtain these materials and other

documents filed with the SEC free of charge at the SEC’s website (www.sec.gov). In addition, these materials will also be available free of charge by accessing STAR’s website, by accessing SIR’s website, or by accessing STAR III’s website (each at www.steadfastreits.com).

Participants in the Solicitation

STAR, SIR, STAR III and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the STAR’s directors and executive officers is available in STAR’s Annual Report on Form 10-K filed with the SEC on March 14, 2019. Information about SIR’s directors and executive officers is available in SIR’s Annual Report on Form 10-K filed with the SEC on March 15, 2019. Information about STAR III’s directors and executive officers is available in STAR III’s Annual Report on Form 10-K filed with the SEC on March 15, 2019. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the applicable proxy statement/prospectus for STAR, SIR and STAR III and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. Investors should read the applicable proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of the applicable documents from the STAR, SIR or STAR III as indicated above.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. SIR, STAR and STAR III can give no assurances that their expectations will be attained. Factors that could cause actual results to differ materially from SIR’s, STAR’s or STAR III’s expectations include, but are not limited to, the risk that the proposed mergers will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreements; the inability to obtain the stockholder approvals with respect to SIR and STAR III or the failure to satisfy the other conditions to completion of the proposed mergers; risks related to disruption of management’s attention from the ongoing business operations due to the proposed mergers; availability of suitable investment opportunities; changes in interest rates; the availability and terms of financing; general economic conditions; market conditions; legislative and regulatory changes that could adversely affect the business of STAR, SIR or STAR III; and other factors, including those set forth in the Risk Factors section of SIR’s, STAR’s and STAR III’s most recent Annual Reports on Form 10-K filed with the SEC, and other reports filed by SIR, STAR and STAR III with the SEC, copies of which are available on the SEC’s website, www.sec.gov. SIR, STAR and STAR III undertake no obligations to update these statements for revisions or changes after the date of this communication, except as required by law.

EX-99.3

Exhibit 99.3

AMENDED AND RESTATED SHARE REPURCHASE PROGRAM

Our share repurchase plan may provide an opportunity for our stockholders to have their shares of common stock repurchased by us, subject to certain restrictions and limitations. Notwithstanding anything in this share repurchase program to the contrary, in connection with the pending merger transaction with Steadfast Apartment REIT, Inc., beginning with repurchases made on the repurchase date (as defined below) with respect to the third quarter of 2019, we will only repurchase shares in connection with the death or disability (as defined below) of a stockholder in accordance with the terms described herein. We expect the board of directors of the combined company to determine the terms of the share repurchase program at a later date following consummation of the merger transaction.

No shares can be repurchased under our share repurchase plan until after the first anniversary of the date of purchase of such shares; provided, however, that this holding period shall not apply to repurchases requested within two years after the death or disability of a stockholder.

The Company’s board of directors elected to suspend the Company’s share repurchase program, effective April 28, 2018. The board of directors of the Company subsequently determined to reinstate and amend the terms of the Company’s share repurchase program, effective May 20, 2018. Pursuant to the amended and reinstated share repurchase program, the revised repurchase price is equal to 93% of the most recently publicly disclosed estimated value per share. The current share repurchase price is $8.74 per share, which represents 93% of the estimated value per share of $9.40, as determined by the Company’s board of directors. The share repurchase price is further reduced based on how long the stockholder has held the shares as follows:

Share Purchase Anniversary	Repurchase Price on Repurchase Date(1)
Less than 1 year	No Repurchase Allowed
1 year	92.5% of the Share Repurchase Price(5)
2 years	95.0% of the Share Repurchase Price(5)
3 years	97.5% of the Share Repurchase Price(5)
4 years	100.0% of the Share Repurchase Price(5)
In the event of a stockholder’s death or disability(3)	Average Issue Price for Shares(4)

(1) As adjusted for any stock dividends, combinations, splits, recapitalizations or any similar transaction with respect to the shares of common stock.

(2) The “Estimated Value per Share” equals the most recently determined estimated value per share determined by the Company’s board of directors.

(3) The required one year holding period to be eligible to redeem shares under our share repurchase plan does not apply in the event of death or disability of a stockholder. For purposes of our share repurchase plan a “disability” means (a) the stockholder has received a determination of disability based upon a physical or mental condition or impairment arising after the date the stockholder acquired the shares to be redeemed, and (b) the determination of such disability was made by the governmental agency responsible for reviewing and awarding the disability retirement benefits that the stockholder could be eligible to receive, which we refer to as the “applicable governmental agency.” The applicable governmental agencies are limited to the following: (i) the Social Security Administration; (ii) the U.S. Office of Personnel Management with respect to disability benefits under the Civil Service Retirement System, or CSRS; or (iii) the Veteran’s Administration; and in each case, the agency charged with administering disability benefits at that time on behalf of one of the applicable governmental agencies. Disability determinations by governmental agencies other than those listed above, including, but not limited to, worker’s compensation insurance or the administration or enforcement of the Rehabilitation Act of 1973, as amended, or the ADA will not entitle a stockholder to the terms available for the repurchase of shares. Repurchase requests following an award by the applicable governmental agency of disability, such as the Social Security Administration Notice of Award, a U.S. Office of Personnel Management determination of disability under CSRS, a Veteran’s

Administration record of disability-related discharge, as the case may be, or such other documentation issued by the applicable governmental agency that we deem acceptable and demonstrates an award of the disability benefits. As the following disabilities generally do not entitle a worker to Social Security or related disability benefits, they will not qualify as a “disability” for purposes of our share repurchase plan: (a) disabilities occurring after the legal retirement age; (b) temporary disabilities; and (c) disabilities that do not render a worker incapable of performing substantial gainful activity. However, where a stockholder requests the repurchase of shares due to a disability and the stockholder does not have a disability that meets the definition described above, but is subject to similar circumstances, our board of directors may repurchase the stockholder’s shares, in its sole discretion.

(4) The purchase price per share for shares redeemed upon the death or disability of a stockholder will be equal to the average issue price per share for all of the stockholder’s shares.

(5) The “Share Repurchase Price” shall equal 93% of the Estimated Value per Share.

The purchase price per share for shares repurchased pursuant to the share repurchase plan will be further reduced by the aggregate amount of net proceeds per share, if any, distributed to our stockholders prior to the repurchase date as a result of the sale of one or more of our assets that constitutes a return of capital distribution as a result of such sales.

Repurchases of shares of our common stock will be made quarterly upon written request to us at least 15 days prior to the end of the applicable quarter. Repurchase requests will be honored approximately 30 days following the end of the applicable quarter, which we refer to as the “repurchase date.” Stockholders may withdraw their repurchase request at any time up to three business days prior to the repurchase date.

We cannot guarantee that the funds set aside for the share repurchase plan will be sufficient to accommodate all repurchase requests made in any quarter. In the event that we do not have sufficient funds available to repurchase all of the shares of our common stock for which repurchase requests have been submitted in any quarter, priority will be given to redemption requests in the case of the death or disability of a stockholder. If we repurchase less than all of the shares subject to a repurchase request in any quarter, with respect to any shares which have not been repurchased, a stockholder may (1) withdraw the request for repurchase or (2) ask that we honor the request in a future quarter, if any, when such repurchases can be made pursuant to the limitations of the share repurchase plan and when sufficient funds are available. Such pending requests will be honored among all requests for redemptions in any given redemption period as follows: first, pro rata as to redemptions sought upon a stockholder’s death or disability; and, next, pro rata as to other redemption requests.

We are not obligated to repurchase shares of our common stock under the share repurchase plan. We presently intend to limit the number of shares to be repurchased in any calendar year to those that could be funded from the net proceeds from the sale of shares pursuant to our distribution reinvestment plan, and in no event shall the number of shares redeemed in any calendar year exceed 5% of the weighted average number of shares of our common stock outstanding during the prior calendar year or the $2,000,000 limit for any quarter put in place our board of directors. There is no fee in connection with a repurchase of shares of our common stock.

The aggregate amount of repurchases under our share repurchase plan is not expected to exceed the aggregate proceeds received from the sale of shares pursuant to our distribution reinvestment plan. However, if this amount is not sufficient to fund repurchase requests, subject to limitations described above, our board of directors may, in its sole discretion, choose to use other sources of funds to repurchase shares of our common stock. Such sources of funds could include cash on hand, cash available from borrowings and cash from liquidations of securities investments as of the end of the applicable month, to the extent that such funds are not otherwise dedicated to a particular use, such as working capital, cash distributions to stockholders or purchases of real estate assets.

In addition, our board of directors may, in its sole discretion, amend, suspend, or terminate the share repurchase plan at any time upon 30 days’ notice to our stockholders if it determines that the funds available to fund the share repurchase plan are needed for other business or operational purposes or that amendment, suspension or termination of the share repurchase plan is in the best interest of our stockholders. Therefore, stockholders may not have the opportunity to make a repurchase request prior to any potential termination of our share repurchase plan.

EX-99.4

Exhibit 99.4

AMENDED AND RESTATED

ADVISORY AGREEMENT

BY AND BETWEEN

STEADFAST APARTMENT REIT, INC.

AND

STEADFAST APARTMENT ADVISOR, LLC

TABLE OF CONTENTS

1.	Definitions	1
2.	Appointment	9
3.	Duties of the Advisor	9
4.	Authority of Advisor	13
5.	Bank Accounts	13
6.	Records; Access	13
7.	Limitations on Activities	14
8.	Relationship with Directors	14
9.	Fees	14
10.	Expenses	16
11.	Timing of Additional Limitations on Reimbursements to the Advisor	18
12.	Other Services	19
13.	Voting Agreement	19
14.	Business Combinations	19
15.	Relationship of the Parties	19
16.	Other Activities of the Advisor	20
17.	The Steadfast Name	20
18.	Term of Agreement	21
19.	Termination by the Parties	21
20.	Payments to and Duties of Advisor Upon Termination	21
21.	Assignment to an Affiliate	22
22.	Indemnification by the Company and the Operating Partnership	22
23.	Advancement of Legal Expenses	23
24.	Indemnification by Advisor	23
25.	Publicity	23
26.	Non-Solicitation	23
27.	Notices	24
28.	Modification	24
29.	Severability	24
30.	Construction	24
31.	Entire Agreement	24
32.	Indulgences, Not Waivers	25
33.	Gender	25
34.	Titles Not to Affect Interpretation	25
35.	Execution in Counterparts	25

ADVISORY AGREEMENT

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), entered into as of the 5^th day of August, 2019, and which shall be effective as of the first to occur of the SIR Merger (as defined below) and the STAR III Merger (as defined below) (the “Effective Date”) is entered into by and among Steadfast Apartment REIT, Inc., a Maryland corporation (the “Company”) and Steadfast Apartment Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

W I T N E S S E T H

WHEREAS, the Company intends to qualify as a REIT and to invest its funds in investments permitted by the terms of Sections 856 through 860 of the Code;

WHEREAS, the Company is the general partner of Steadfast Apartment REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Steadfast Income REIT Operating Partnership, L.P. (“SIR OP”) and Steadfast Apartment REIT III Operating Partnership, L.P. (“STAR III OP”), and the Company intends to conduct all of its business and make all or substantially all Investments through SIR OP, STAR III OP and the Operating Partnership;

WHEREAS, the Company and the Operating Partnership desire to avail themselves of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of the Board, all as provided herein; and

WHEREAS, the Advisor is willing to undertake to render such services on the terms and conditions hereinafter set forth.

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:

1.    CONSTRUCTION AND DEFINITIONS. Any reference to SIR or SIR OP or STAR III or STAR III OP shall be ignored until the date of the SIR Merger or STAR III Merger, respectively. As used in this Agreement, the following terms have the meanings specified below:

Acquisition Expenses means any and all expenses, excluding Acquisition Fees and Loan Coordination Fees, incurred by the Company, SIR OP, STAR III OP, the Operating Partnership, the Advisor, or any of their Affiliates in connection with the selection, evaluation, acquisition, origination or development of any Investments, whether or not acquired or originated, as applicable, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, title insurance premiums, and the costs of performing due diligence.

Acquisition Fee means the fees payable to the Advisor pursuant to Section 9(a), plus all other fees and commissions, excluding Acquisition Expenses, in connection with making or investing in any Investment or the purchase, development or construction of any Real Estate Asset by the Company. Included in the computation of such fees or commissions shall be any real estate commission, origination fee, selection fee, development fee, construction fee, nonrecurring management fee, loan fees or points or any fee of a similar nature, however designated. Excluded shall be development fees and construction fees paid to Persons not Affiliated with the Advisor in connection with the actual development and construction of a Real Estate Asset.

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Advisor means Steadfast Apartment Advisor, LLC, a Delaware limited liability company, any successor advisor to the Company, SIR OP, STAR III OP and the Operating Partnership to which Steadfast Apartment Advisor, LLC or any successor advisor subcontracts substantially all of its functions. Notwithstanding the foregoing, a Person hired or retained by Steadfast Apartment Advisor, LLC to perform property management and related services for the Company, SIR OP, STAR III OP or the Operating Partnership that is not hired or retained to perform substantially all of the functions of Steadfast Apartment Advisor, LLC with respect to the Company, SIR OP, STAR III OP or the Operating Partnership as a whole shall not be deemed to be an Advisor.

Affiliate or Affiliated means, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more of its outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner of such other Person. An entity shall not be deemed to control or be under common control with a program sponsored by the Sponsor unless (A) the entity owns 10% or more of the voting equity interests of such program or (B) a majority of the Board (or equivalent governing body) of such program is composed of Affiliates of the entity or general partner.

Articles of Incorporation means the Articles of Incorporation of the Company, as amended or restated from time to time.

Average Invested Assets means, for a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

Board means the board of directors of the Company, as of any particular time.

Bylaws means the bylaws of the Company, as amended or restated from time to time.

Cause means with respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct, gross negligence or negligent breach of a fiduciary duty by the Advisor, or a material breach of this Agreement by the Advisor.

Change of Control means any event (including, without limitation, issue, transfer or other disposition of Shares of capital stock of the Company or equity interests in SIR OP, STAR III OP or the Operating Partnership, merger, share exchange or consolidation) after which any “person” (as that term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-j of the Exchange Act), directly or indirectly, of securities of the Company, SIR OP, STAR III OP or the Operating Partnership representing greater than 50% or more of the combined voting power of the Company’s, SIR OP’s, STAR III OP’s or the Operating Partnership’s then outstanding securities, respectively; provided, that, a Change of Control shall not be deemed to occur as a result of any widely distributed public offering of the Shares.

Code means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

Company means Steadfast Apartment REIT, Inc., a Maryland corporation.

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Competitive Real Estate Commission means a real estate or brokerage commission for the purchase or sale of property that is reasonable, customary and competitive in light of the size, type and location of the property.

Contract Sales Price means the total consideration received by the Company for the Sale of an Investment.

Cost of Investments means the sum of (i) with respect to acquisition or origination of an Investment to be wholly owned, directly or indirectly, by the Company, the amount actually paid or budgeted to fund the acquisition, origination, development, construction or improvement (i.e., value-enhancement) of the Investment, inclusive of expenses associated with the making of such Investment and the amount of any debt associated with, or used to fund the investment in, such Investment, and (ii) with respect to the acquisition or origination of an Investment through any Joint Venture, the portion of the amount actually paid or allocated to fund the acquisition, origination, development, construction or improvement of the Investment, inclusive of expenses associated with the making of such Investment, plus the amount of any debt associated with, or used to fund the investment in, such Investment that is attributable to the Company’s investment in such Joint Venture.

Dealer Manager means Stira Capital Markets Group, LLC (or any successor thereto) or such other Person or entity selected by the Board to act as the dealer manager for a Public Offering.

Dealer Manager Fee means 3.0% of Gross Proceeds from the sale of each Share in a Public Offering, payable to the Dealer Manager for serving as the dealer manager of such Public Offering (excluding the Gross Proceeds received by the Company pursuant to the Company’s distribution reinvestment plan). The Dealer Manager Fee will be reduced to 2.0% of Gross Proceeds from the sale of each Share in a Public Offering in the event a Participating Dealer elects to receive the 8.0% trailing Sales Commissions as described in the Prospectus.

Director means a member of the Board.

Disposition Fee means the fees payable to the Advisor pursuant to Section 9(c).

Distributions means any distributions of money or other property by the Company to Stockholders (or solely for purposes of Section 9 and Section 20(c) hereof, by SIR and STAR III to their respective Stockholders), including without limitation distributions that may constitute a return of capital for federal income tax purposes and Special Distributions.

Effective Date shall have the meaning set forth in the Preamble hereto.

Enterprise Value shall mean the actual value of the Company, excluding the value of any preferred stock issued by the Company and outstanding at such time, valued as a going concern based on the difference between (1) the value of all of its assets as determined by the Board, including a majority of the Independent Directors, and (2) all of its liabilities as set forth on its balance sheet for the period ended immediately prior to the determination date; provided that if the Advisor disagrees as to the Enterprise Value as determined by the Board, then the Advisor and the Company shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one other appraiser whose determination of the Enterprise Value shall be final and binding on the parties as to Enterprise Value. The cost of any appraisal shall be split evenly between the Company and the Advisor; provided further that (A) if the Enterprise Value is being determined in connection with a Change of Control that establishes the value of the Company’s common stock, then the Enterprise Value shall be the value of the common stock established thereby, and (B) if the Enterprise Value is being determined in connection with a Listing, then the Enterprise Value shall be equal to the number of outstanding Shares multiplied by the closing price of a single Share averaged over a period of 30 trading days during which the Shares are

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listed or quoted for trading after the date of Listing. Such period of 30 consecutive trading days shall begin on the day 150 days after the initial date of Listing, or the first trading day thereafter. For purposes hereof, a “trading day” shall be any day on which the exchange on which the Shares are listed is open for trading and whether or not there is an actual trade of Shares on any such day. The determination of Enterprise Value pursuant to (A) or (B) as applicable shall be conclusive and the Advisor shall not have a right to seek an appraisal in those instances, however the Advisor would retain all rights available to it at law and in equity.

Excess Amount shall have the meaning set forth in Section 11(d).

Exchange Act means the Securities Exchange Act of 1934, as amended.

Expense Year shall have the meaning set forth in Section 11(d).

Funds From Operations means the Company’s funds from operations, a non-GAAP financial measure, which is calculated based on net income (loss) computed in accordance with GAAP, excluding gains or losses from sales of property and non-cash impairment charges of real estate-related investments, plus real estate-related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.

FINRA means the Financial Industry Regulatory Authority, Inc. and any successor thereto.

GAAP means generally accepted accounting principles as in effect in the United States of America from time to time.

Good Reason means either (i) any failure to obtain a satisfactory agreement from any successor to the Company, SIR OP, STAR III OP or the Operating Partnership to assume and agree to perform the Company’s, SIR OP’s, STAR III OP’s and the Operating Partnership’s obligations under this Agreement or (ii) any material breach of this Agreement of any nature whatsoever by the Company, SIR OP, STAR III OP or the Operating Partnership.

Gross Proceeds means the aggregate purchase price of all Shares sold for the account of the Company through all Public Offerings, without deduction for Sales Commissions, Dealer Manager Fees or Organization and Offering Expenses. For the purpose of computing Gross Proceeds, the purchase price of any Share for which reduced Sales Commissions or Dealer Manager Fees are paid to the Dealer Manager or a Participating Dealer (where net proceeds to the Company are not reduced) shall be deemed to be the full amount of the offering price per Share pursuant to the Prospectus for such Public Offering without reduction.

Indemnitee shall have the meaning set forth in Section 22.

Independent Appraiser means a Person with no material current or prior business or personal relationship with the Advisor or the Directors and who is a qualified appraiser of Real Estate Assets, Real Estate-Related Assets of the type held by the Company, SIR OP, STAR III OP or the Operating Partnership or of other Investments as determined by the Board. Membership in a nationally recognized appraisal society such as the American Institute of Real Estate Appraisers or the Society of Real Estate Appraisers shall be conclusive evidence of such qualification as to Real Estate Assets.

Independent Director shall have the meaning set forth in the Articles of Incorporation.

Initial Public Offering means the initial public offering of Shares registered pursuant to the Registration Statement.

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Investments means any investments by the Company, SIR OP, STAR III OP, or the Operating Partnership in Real Estate Assets, Real Estate-Related Assets or other investments in which the Company, SIR OP, STAR III OP or the Operating Partnership may acquire an interest, either directly or indirectly, including through an ownership interest in a Joint Venture, pursuant to its Articles of Incorporation, Bylaws and the investment objectives and policies adopted by the Board from time to time, other than short-term investments acquired for the purpose of cash management.

Invested Capital means the amount calculated by multiplying the total number of Shares originally issued by the Company, SIR and STAR III (excluding Shares issued in the SIR Merger and the STAR III Merger) by the gross issue price of each Share; provided that, solely for purposes of calculating Stockholders’ 6% Return, reduced by the amount of any Special Distributions, in each event such reduction shall only be for the period beginning on the payment date of such Special Distributions.

Investment Management Fee means the fees payable to the Advisor pursuant to Section 9(d).

Joint Venture means the joint venture, limited liability company, partnership or other entity pursuant to which the Company is a co-venturer or partner with respect to the ownership of any Investments.

Listing means the listing of the Shares on (i) a U.S. national securities exchange; (ii) a non-U.S. national securities exchange that is officially recognized, sanctioned or supervised by a governmental authority; or (iii) any over-the-counter market. Upon such Listing, the Shares shall be deemed “Listed.”

Loan Coordination Fee means the fees payable to the Advisor pursuant to Section 9(e).

Loans means any indebtedness or obligations in respect of borrowed money or evidenced by bonds, notes, debentures, deeds of trust, letters of credit or similar instruments, including mortgages and mezzanine loans.

Modified Funds From Operations means the Company’s modified funds from operations, a non-GAAP financial measure, which is calculated based on Funds From Operations adjusted for the following items, as applicable, included in the determination of net income computed in accordance with GAAP: Acquisition Fees and Acquisition Expenses; amounts relating to deferred rent receivables and amortization of above and below market leases and liabilities; accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income; nonrecurring gains or losses included in net income from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan; unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting; and after adjustments for consolidated and unconsolidated partnerships and joint ventures.

NASAA REIT Guidelines means the Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association as in effect on the Effective Date, as may be modified from time to time.

Net Income means, for any period, the Company’s total revenues applicable to such period, less the total expenses applicable to such period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Company’s assets.

Net Sales Proceeds. In the case of a transaction described in clause (i) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, SIR OP, STAR III OP or the Operating Partnership, including all Disposition Fees, closing costs and legal fees and expenses. In the case of a transaction described in clause (ii) of

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such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, SIR OP, STAR III OP or the Operating Partnership, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (iii) of such definition, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Company, SIR OP, STAR III OP or the Operating Partnership from the Joint Venture less the amount of any selling expenses, including legal fees and expenses incurred by or on behalf of the Company, SIR OP, STAR III OP or the Operating Partnership (other than those paid by the Joint Venture). In the case of a transaction or series of transactions described in clause (iv) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a mortgage or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Company, SIR OP, STAR III OP or the Operating Partnership, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (v) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, SIR OP, STAR III OP or the Operating Partnership, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. Net Sales Proceeds shall also include any consideration (including non-cash consideration such as stock, notes, or other property or securities) that the Company determines, in its discretion, to be economically equivalent to proceeds of a Sale, valued in the reasonable determination of the Company. Net Sales Proceeds shall not include any reserves established by the Company in its sole discretion.

Operating Expenses means all costs and expenses incurred by the Company, as determined under GAAP, that in any way are related to the operation of the Company or its business, including fees paid to the Advisor, but excluding (i) the expenses of raising capital such as Organization and Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration, and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and Listing of the Shares, (ii) interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation, amortization and bad debt reserves, (v) incentive fees paid in compliance with the NASAA REIT Guidelines, (vi) Acquisition Fees and Acquisition Expenses, and (vii) other fees and expenses connected with the acquisition, disposition, management and ownership of real estate interests, mortgages or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair, and improvement of property). The definition of “Operating Expenses” set forth above is intended to encompass only those expenses that are required to be treated as Total Operating Expenses under the NASAA REIT Guidelines. As a result, and notwithstanding the definition set forth above, any expense of the Company that is not part of Total Operating Expenses under the NASAA REIT Guidelines shall not be treated as part of Operating Expenses for purposes hereof.

Operating Partnership has the meaning set forth in the Preamble hereto.

Operating Partnership Agreement means the Limited Partnership Agreement by and among the Company, the Operating Partnership and the Advisor, as amended or restated from time to time.

Organization and Offering Expenses means any and all costs and expenses incurred by or on behalf of the Company in connection with the formation of the Company, the qualification and registration of a Public Offering, and the marketing and distribution of Shares, including, without limitation, total underwriting and brokerage discounts and commissions (including fees of the underwriters’ attorneys), expenses for printing, engraving, amending and supplementing registration statements and prospectuses, mailing and distributing costs, salaries of employees while engaged in sales activity, telephone and other telecommunications costs, all advertising and marketing expenses, information technology costs, charges of transfer agents, registrars, trustees, escrow holders, depositories and experts and fees, expenses and taxes related to the filing, registration and qualification of the sale of the Shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees.

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Participating Dealers means broker-dealers who are members of FINRA or that are exempt from broker-dealer registration, and who, in either case, have executed participating dealer or other agreements with the Dealer Manager to sell Shares in a Public Offering.

Performance Fee means the fee payable to the Advisor upon termination of this Agreement under certain circumstances if certain performance standards have been met pursuant to Section 20.(c)(i) or (ii) of this Agreement.

Person means an individual, corporation, partnership, trust, joint venture, limited liability company or other entity.

Property Manager means an entity that has been retained to perform and carry out property-management services at one or more of the Real Estate Assets, excluding Persons retained or hired to perform facility management or other services or tasks at a particular Real Estate Asset, the costs for which are passed through to and ultimately paid by the tenant at such Real Estate Asset.

Prospectus means a “Prospectus” under Section 2(10) of the Securities Act, including a preliminary Prospectus, an offering circular as described in Rule 253 of the General Rules and Regulations under the Securities Act or, in the case of an intrastate offering, any document by whatever name known, utilized for the purpose of offering and selling securities to the public.

Public Offering means a public offering of Shares pursuant to a Prospectus.

Real Estate Assets means any investment by the Company, SIR OP, STAR III OP or the Operating Partnership in unimproved and improved Real Property (including, without limitation, fee or leasehold interests, options and leases) either directly or through a Joint Venture.

Real Estate-Related Assets means any investments by the Company, SIR OP, STAR III OP or the Operating Partnership in, or origination of, mortgage loans and other types of real estate-related debt financing, including, without limitation, mezzanine loans, bridge loans, convertible mortgages, construction mortgage loans, loans on leasehold interests and participations in such loans, as well as real estate debt securities and equity securities of other real estate companies and REITs.

Real Property means real property owned from time to time by the Company, SIR OP, STAR III OP or the Operating Partnership, either directly or through joint venture arrangements or other partnerships, which consists of (i) land only, (ii) land, including the buildings and improvements located thereon, (iii) buildings and improvements only, or (iv) such investments the Board and the Advisor mutually designate as Real Property to the extent such investments could be classified as Real Property.

REIT means a “real estate investment trust” under Sections 856 through 860 of the Code.

Registration Statement means the registration statement filed by the Company with the SEC on Form S-11 (Reg. No. 333-191049), as amended from time to time, in connection with the initial Public Offering, and any other registration statement filed by the Company from time to time.

Sale or Sales means any transaction or series of transactions whereby: (i) the Company, SIR OP, STAR III OP, or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Investment or portion thereof, including the lease of any Real Property consisting of a building only, and including any event with respect to any Real Property which gives rise to a significant amount of insurance proceeds or

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condemnation awards; (ii) the Company, SIR OP, STAR III OP, or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Company, SIR OP, STAR III OP, or the Operating Partnership in any Joint Venture in which it is a co-venturer or partner; (iii) any Joint Venture directly or indirectly (except as described in other subsections of this definition) in which the Company, SIR OP, STAR III OP, or the Operating Partnership as a co-venturer or partner sells, grants, transfers, conveys, or relinquishes its ownership of any Investment or portion thereof, including any event with respect to any Real Property which gives rise to a significant amount of insurance proceeds or similar awards; (iv) the Company, SIR OP, STAR III OP, or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any Real Estate-Related Assets or portion thereof (including with respect to any Real Estate-Related Investment, all payments thereunder or in satisfaction thereof other than regularly scheduled interest payments) and any event which gives rise to a significant amount of insurance proceeds or similar awards; (v) the Company, SIR OP, STAR III OP, or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other asset not previously described in this definition or any portion thereof; or (vi) any other transaction or series of transactions that the Board deems to be a Sale.

Sales Commissions means 7.0% of Gross Proceeds from the sale of each Share in a Public Offering payable to the Dealer Manager and reallowable to Participating Dealers with respect to Shares sold by them (in each case excluding the proceeds received by the Company pursuant to the Company’s distribution reinvestment plan). Alternatively, the Participating Dealer may elect to receive a trailing Sales Commission equal to an up-front fee of 3.0% of Gross Proceeds from the sale of each Share in a Public Offering, with 3.0% of Gross Proceeds from the sale of each Share in a Public Offering paid on the first anniversary of the initial sale of Shares, and 2.0% of Gross Proceeds from the sale of each Share in a Public Offering paid on the second anniversary of the initial sale of Shares, as more particularly described in the Prospectus. In the event that the Participating Dealer elects to receive the 8.0% trailing Sales Commission, the Dealer Manager Fee will be reduced from 3.0% of Gross Proceeds from the sale of each Share in a Public Offering to 2.0% of Gross Proceeds from the sale of each Share in a Public Offering.

SEC means the Securities and Exchange Commission.

Securities Act means the Securities Act of 1933, as amended.

Shares mean the shares of the Company’s common stock, par value $0.01 per share. Where the context requires, “Shares” shall also include shares of common stock of SIR and STAR III.

SIR means Steadfast Income REIT, Inc.

SIR Merger means the merger of SIR with and into a subsidiary of the Company pursuant to that certain Agreement and Plan of Merger, dated August 5^th, 2019, among Steadfast Income REIT, Inc., Steadfast Income REIT Operating Partnership, L.P., Steadfast Apartment REIT, Inc., Steadfast Apartment REIT Operating Partnership, L.P., and SI Subsidiary, LLC.

SIR OP has the meaning as set forth in the Preamble hereto.

Special Committee has the meaning as provided in Section 14.

Special Distribution means the amount paid by the Company, SIR or STAR III (a) for any Distribution or portion of a Distribution that is determined at any time and in good faith by the Board to be a “special distribution” (as opposed to an “ordinary distribution”), (b) to repurchase shares pursuant to an issuer self-tender offer or (c) for any other repurchase of Shares.

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Sponsor means Steadfast REIT Investment, LLC, a Delaware limited liability company.

STAR III means Steadfast Apartment REIT III, Inc.

STAR III Common Stock means the STAR III Class A common stock, Class T common stock and Class R common stock.

STAR III Merger means the merger of STAR III with and into a subsidiary of the Company pursuant to that certain Agreement and Plan of Merger, dated August 5^th, 2019, among Steadfast Apartment REIT III, Inc., Steadfast Apartment REIT III Operating Partnership, L.P., Steadfast Apartment REIT, Inc., Steadfast Apartment REIT Operating Partnership, L.P., and SIII Subsidiary, LLC.

STAR III OP has the meaning as set forth in the Preamble hereto.

Stockholders mean the registered holders of the Shares.

Stockholders’ 6.0% Return. As of any date, an aggregate amount equal to a 6.0% cumulative, non-compounded, annual return on Invested Capital commencing on the date of original issuance of each Share by the Company, SIR and STAR III, as applicable. For the avoidance of doubt, Invested Capital is a number that will be increased as equity capital is raised and decreased with the payment of a Special Distribution.

Subordinated Incentive Listing Fee. The fee payable to the Advisor under certain circumstances if the Shares are Listed pursuant to Section 9(i).

Subordinated Share of Net Sales Proceeds. The fee payable to the Advisor under certain circumstances following receipt of Net Sales Proceeds pursuant to Section 9(h).

Termination Date means the date of termination of this Agreement (unless termination is followed by adoption of an advisory agreement with the Advisor or an Affiliate thereof).

2%/25% Guidelines has the meaning set forth in Section 11(d).

2.    APPOINTMENT. The Company and the Operating Partnership hereby appoint the Advisor to serve as their advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

3.    DUTIES OF THE ADVISOR. The Advisor is responsible for managing, operating, directing and supervising the operations and administration of the Company and its Investments. The Advisor undertakes to present to the Company potential investment opportunities, to make investment decisions on behalf of the Company subject to the limitations in the Articles of Incorporation and the direction and oversight of the Board and to provide the Company with a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, Bylaws and the Operating Partnership Agreement, the Advisor shall perform the duties described in this Section 3.

(a)    Offering Services. The Advisor shall manage and supervise, in connection with any Public Offering:

(i)    the development of the Initial Public Offering and any subsequent Public Offering approved by the Board, including the determination of the specific terms of the securities to be offered by the Company, preparation of all offering and related documents, and obtaining all required regulatory approvals of such documents;

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(ii)    along with the Dealer Manager, the approval of the Participating Dealers and negotiation of the related selling agreements;

(iii)    along with the Dealer Manager, the coordination of the due diligence process relating to Participating Dealers and their review of the Registration Statement and other Public Offering documents;

(iv)    along with the Dealer Manager, the preparation of all marketing materials contemplated to be used by the Dealer Manager or others relating to any Public Offering;

(v)    along with the Dealer Manager, the negotiation and coordination with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements, commissions, and other administrative support functions;

(vi)    along with the Dealer Manager, the creation and implementation of various technology and electronic communications related to any Public Offering; and

(vii)    all other services related to any Public Offering, other than services that (a) are to be performed by the Dealer Manager, (b) the Company elects to perform directly or (c) would require the Advisor to register as a broker-dealer with the SEC, FINRA or any state.

(b)    Acquisition Services. The Advisor shall:

(i)    subject to Section 4 hereof and the investment objectives and policies of the Company: (a) locate, analyze and select potential investments; (b) structure and negotiate the terms and conditions of transactions pursuant to which such investments will be made; and (c) acquire such investments on behalf of the Company;

(ii)    oversee the due diligence process related to prospective Investments;

(iii)    prepare reports regarding prospective Investments which include recommendations and supporting documentation necessary for the Board to evaluate the prospective Investments; and

(iv)    obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate in the judgment of the Advisor, concerning the value of prospective Investments.

(c)    Investment Management Services. The Advisor shall:

(i)    serve as the Company’s investment and financial advisor and obtain certain market research and economic and statistical data in connection with the Investments and investment objectives and policies;

(ii)    investigate, select and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services;

(iii)    monitor applicable markets and obtain reports where appropriate in the judgment of the Advisor, concerning the value of the Investments;

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(iv)    monitor and evaluate the performance of the Investments, provide daily investment management services to the Company and perform and supervise the various investment management and operational functions related to the Investments;

(v)    formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Investments on an overall portfolio basis;

(vi)    oversee the performance by the Property Managers of their duties, including collection and proper deposits of rental payments and payment of Real Estate Asset expenses and maintenance;

(vii)    conduct periodic on-site property visits (as the Advisor deems reasonably necessary) to some or all of the Real Estate Assets to inspect the physical condition of the Real Estate Assets and to evaluate the performance of the Property Managers;

(viii)    review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each Property Manager and aggregate these property budgets into the Company’s overall budget;

(ix)    coordinate and manage relationships between the Company and any Joint Venture partners; and

(x)    provide financial and operational planning services and investment portfolio management functions, including, without limitation, the planning and implementation of establishing the Company’s net asset value and obtaining appraisals and valuations with respect to Investments.

(d)    Accounting and Other Administrative Services. The Advisor shall:

(i)    manage and perform the various administrative functions necessary for the management of the day-to-day operations of the Company;

(ii)    from time-to-time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company under this Agreement;

(iii)    coordinate with the Company’s independent accountants and auditors to prepare and deliver to the Board’s audit committee an annual report covering the Advisor’s compliance with certain material aspects of this Agreement;

(iv)    provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations;

(v)    maintain accounting data and any other information concerning the activities of the Company as shall be needed to prepare and file all periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements;

(vi)    maintain all books and records of the Company;

(vii)    oversee tax and compliance services and risk management services and coordinate with third parties engaged by the Company, including independent accountants and other consultants, on related tax matters;

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(viii)    supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Company;

(ix)    provide the Company with all necessary cash management services;

(x)    manage and coordinate with the transfer agent the Distribution process and payments to Stockholders;

(xi)    at any time reasonably requested by the Board, consult with the Board and assist in evaluating and obtaining adequate property insurance coverage based upon risk management determinations;

(xii)    provide the officers of the Company and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters;

(xiii)    consult with the Board relating to the corporate governance structure and the policies and procedures related thereto; and

(xiv)    oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law including the Sarbanes-Oxley Act of 2002.

(e)    Stockholder Services. The Advisor shall:

(i)    along with the Dealer Manager, manage communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and

(ii)    along with the Dealer Manager, establish technology infrastructure to assist in providing Stockholder support and service.

(f)    Financing Services. The Advisor shall:

(i)    identify and evaluate potential financing and refinancing sources, engaging a third-party broker if necessary;

(ii)    negotiate terms, arrange and execute financing agreements;

(iii)    manage relationships between the Company and its lenders; and

(iv)    monitor and oversee the service of the Company’s debt facilities and other financings.

(g)    Disposition Services. The Advisor shall:

(i)    consult with the Board and provide assistance with the evaluation and approval of potential Investment dispositions, sales or other liquidity events; and

(ii)    structure and negotiate the terms and conditions of transactions pursuant to which Investments may be sold.

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4.    AUTHORITY OF ADVISOR.

(a)    Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 7), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board hereby delegates to the Advisor the authority to perform the services described in Section 3. The Advisor shall have the power to delegate all or any part of its rights and powers to perform the services described in Section 3 to such officers, employees, Affiliates, agents and representatives of the Advisor or the Company as it may deem appropriate. Any authority delegated by the Advisor to any other Person shall be subject to the limitations on the rights and powers of the Advisor specifically set forth in this Agreement or the Articles of Incorporation.

(b)     Notwithstanding the foregoing, the Advisor may not take any action on behalf of the Company without the prior approval of the Board or duly authorized committees thereof if the Articles of Incorporation or Maryland General Corporation Law require the prior approval of the Board. The Advisor will deliver to the Board all documents and other information required by the Board to evaluate a proposed investment (and any financing related to such proposed investment).

(c)    If a transaction requires approval by the Independent Directors, the Advisor will deliver to the Independent Directors all documents and other information required by them to properly evaluate the proposed transaction.

(d)    The prior approval of a majority of the Independent Directors not otherwise interested in the transaction and a majority of the Board not otherwise interested in the transaction will be required for each transaction to which the Advisor or its Affiliates is a party.

(e)    The Board may, at any time upon the giving of written notice to the Advisor, modify or revoke the authority or approvals set forth in Section 3 and this Section 4; provided, however, that such modification or revocation shall be effective upon receipt of such notification by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company or the Operating Partnership prior to the date of receipt by the Advisor of such notification.

5.    BANK ACCOUNTS. The Advisor shall establish and maintain one or more bank accounts in the name of the Company and the Operating Partnership and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, under such terms and conditions as the Board may approve, provided that no funds shall be commingled with the funds of the Advisor; and the Advisor shall from time to time render, upon request by the Board, its audit committee or the auditors of the Company, appropriate accountings of such collections and payments to the Board and to the auditors of the Company.

6.    RECORDS; ACCESS. The Advisor, in the conduct of its responsibilities to the Company, shall maintain adequate and separate books and records for the Company’s operations in accordance with GAAP, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be the property of the Company and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Company, at any time or from time to time during normal business hours. Such books and records shall include all information necessary to calculate and audit the fees and expense reimbursements paid under this Agreement. The Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably required to protect the Company’s assets from theft, error or fraudulent activity. All financial statements that the Advisor delivers to the Company shall be prepared on an accrual basis in accordance with GAAP, except for special financial reports that by their nature require a deviation from GAAP. The Advisor shall liaise with the Company’s officers and independent auditors and shall provide such officers and auditors with the reports and such other information that the Company requests.

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7.    LIMITATIONS ON ACTIVITIES. Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (a) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code unless the Board has determined that the Company will not seek or maintain REIT qualification for the Company, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its other securities, (d) require the Advisor to register as a broker-dealer with the SEC, FINRA or any state, or (e) violate the Articles of Incorporation or Bylaws. In the event that an action would violate any of (a) through (e) of the preceding sentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its managers, officers, employees and members, and the partners, directors, officers, managers, members and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Directors or Stockholders for any act or omission by the Advisor, its directors, officers, employees, or members, and the partners, directors, officers, managers, members or stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their duties under this Agreement except as provided in Section 24 of this Agreement.

8.    RELATIONSHIP WITH DIRECTORS. Subject to Section 7 of this Agreement and to restrictions advisable with respect to the qualification of the Company as a REIT, directors, officers and employees of the Advisor or an Affiliate of the Advisor may serve as a Director and as officers of the Company, except that no director, officer or employee of the Advisor or its Affiliates who also is a Director or officer of the Company shall receive any compensation from the Company for serving as a Director or officer other than reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board and no such Director shall be deemed an Independent Director for purposes of satisfying the Director independence requirement set forth in the Articles of Incorporation.

9.    FEES. The Company shall pay the Advisor the following fees subject to the conditions set forth below.

(a)    Acquisition Fees. The Company shall pay to the Advisor or an Affiliate an Acquisition Fee payable by the Company, in cash, as compensation for services rendered in connection with the investigation, selection, acquisition (by purchase, investment or exchange), origination, development, construction or improvement of Investments as set forth in Section 3(b) hereof. The total Acquisition Fees payable to the Advisor or its Affiliates shall equal 0.5% of (1) the Cost of Investment or (2) the Company’s allocable portion of the purchase price in connection with the acquisition or origination of any Investment acquired through a Joint Venture. Notwithstanding the foregoing, the Acquisition Fee related to each of the SIR Merger and STAR III Merger shall equal 1.0% of the Cost of Investment with such acquisition, as set forth in the Advisory Agreement prior to the Effective Date applicable to the Mergers. Notwithstanding anything herein to the contrary, the payment of Acquisition Fees by the Company shall be subject to the limitations on acquisition fees contained in (and defined in) the Articles of Incorporation. The Advisor shall submit an invoice to the Company following the closing of each Investment, accompanied by a computation of the Acquisition Fee. Generally the Acquisition Fee shall be paid to the Advisor at the closing of the transaction upon receipt of the invoice by the Company; provided, however, that such Acquisition Fee shall be paid to an Affiliate of the Advisor that is registered as a FINRA member broker-dealer if applicable laws or regulations prohibit such payment to be made to a Person that is not a FINRA member broker-dealer. In addition, payment of the Acquisition Fee may be

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deferred, in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred Acquisition Fees shall be paid to the Advisor without interest at such subsequent date as the Advisor shall request.

(b)    Limitation on Total Acquisition Fees, Origination Fees and Acquisition Expenses. In no event will the total of all Acquisition Fees and Acquisition Expenses (including any Loan Coordination Fee) payable with respect to a particular Investment exceed 4.5% of the “Contract Price for the Property,” as defined in the NASAA REIT Guidelines, unless a majority of the Independent Directors approves the Acquisition Fees and Acquisition Expenses and determines the transaction to be commercially competitive, fair and reasonable to the Company.

(c)    Disposition Fee. In connection with a Sale of an Investment in which the Advisor or any Affiliate of the Advisor provides a substantial amount of services as determined by a majority of the Independent Directors, the Company shall pay to the Advisor or its Affiliate, in cash, a Disposition Fee up to one-half of the Competitive Real Estate Commission paid, but in no event to exceed 0.5% of the Sales Price of the Investment sold. Any Disposition Fee payable under this Section 9(c) may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions (including such Disposition Fee) paid to all Persons by the Company for the Sale of each Real Estate Asset shall not exceed the lesser of the Competitive Real Estate Commission or an amount equal to 6.0% of the Contract Sales Price. Substantial assistance in connection with a Sale may include the preparation of an investment package (for example, a package including a new investment analysis, rent rolls, Argus projections, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or other such substantial services performed in connection with a Sale. The Advisor shall submit an invoice to the Company following the closing or closings of each disposition, accompanied by a computation of the Disposition Fee. Generally, the Disposition Fee shall be paid to the Advisor at the closing of the transaction upon receipt of the invoice by the Company; provided, however, that such Disposition Fee shall be paid to an Affiliate of the Advisor that is registered as a FINRA member broker-dealer if applicable laws or regulations prohibit such payment to be made to a Person that is not a FINRA member broker-dealer. In addition, payment of the Disposition Fee may be deferred, in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred Disposition Fees shall be paid to the Advisor without interest at such subsequent date as the Advisor shall request.

(d)    Investment Management Fee. The Advisor shall receive the Investment Management Fee as compensation for services rendered in connection with the management of the Company’s assets as set forth in Section 3(c) hereof. The Investment Management Fee shall be payable to the Advisor, 50% in cash and 50% in Shares, monthly in an amount equal to one-twelfth of 1.0% of the Cost of Investments. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Investment Management Fee for the applicable period. Generally, the Investment Management Fee payable to the Advisor shall be paid on the last day of such month, or the first business day following the last day of such month. In addition, payments of the Investment Management Fee may be deferred, in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred Investment Management Fee shall be paid to the Advisor without interest at such subsequent date as the Advisor shall request.

(e)    Loan Coordination Fee. The Company will pay the Advisor or one of its Affiliates, in cash, the Loan Coordination Fee equal to 0.5% of (1) the initial amount of new debt financed or outstanding debt assumed in connection with the acquisition, development, construction, improvement or origination of any type of Real Estate Asset or Real Estate-Related Asset acquired directly or (2) the Company’s allocable portion of the purchase price and therefore the related debt in connection with the acquisition or origination of any type of Real Estate Asset or Real Estate-Related Asset acquired through a Joint Venture.

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As compensation for services rendered in connection with any financing or the refinancing of any debt (in each case, other than at the time of the acquisition of a property), the Company will also pay the Advisor or one of its Affiliates, in the form of Shares equal to such amount, a Loan Coordination Fee equal to 0.50% of the amount refinanced or the Company’s proportionate share of the amount refinanced in the case of Investments made through a Joint Venture.

Notwithstanding the foregoing, the Loan Coordination Fee related to each of the SIR Merger and STAR III Merger shall equal 1.0% of the Cost of Investment with such acquisition, as set forth in the Advisory Agreement prior to the Effective Date applicable to the Mergers.

(f)    Form of Payment. Except if a form of payment or distribution is specifically provided for, the Advisor may, in its sole discretion, elect to have any of the fees paid pursuant to this Section 9, in whole or in part, in cash or Shares. The price of any Shares issued pursuant to this Section 9 shall be at the Public Offering price or if the Company is not conducting a Public Offering, at the most recent value per Share determined by the Board.

(g)    Changes to Fee Structure. In the event of Listing, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a perpetual-life entity.

(h)    Subordinated Share of Net Sales Proceeds. The Subordinated Share of Net Sales Proceeds shall be payable to the Advisor in an amount equal to 15.0% of Net Sales Proceeds remaining after the Company has paid Distributions not less than the sum of the Stockholders’ 6.0% Return and 100% of Invested Capital, as of each determination date less any Subordinated Incentive Listing Fee previously paid to the Advisor but not below zero. This fee shall be payable in cash; provided that the Advisor shall have the option to elect Shares in lieu of cash. In no event will the Company pay a Subordinated Share of Net Sales Proceeds in excess of the amount that would be presumptively reasonable under Section 8.7 of the Articles of Incorporation.

(i)    Subordinated Incentive Listing Fee. Upon Listing, the Advisor shall be entitled to the Subordinated Incentive Listing Fee in an amount equal to 15.0% of the amount by which (i) the Enterprise Value plus Distributions paid by the Company prior to Listing, exceeds (ii) the sum of (A) 100% of Invested Capital at the date of Listing and (B) the total Distributions required to pay the Stockholders’ 6.0% Return through the date that Enterprise Value is determined less (C) any Subordinated Share of Net Sales Proceeds previously paid but not below zero. This fee shall be payable in cash; provided that the Company shall have the option to pay such amount in Shares in lieu of cash, and such Shares would be issued 30 trading days after the Listing date, at a price per Share equal to the average closing price of the Shares over the 30 trading days immediately preceding the date of such payment.

10.    EXPENSES. In addition to the compensation paid to the Advisor pursuant to Section 9 hereof, the Company or the Operating Partnership shall pay directly or reimburse the Advisor for all of the expenses paid or incurred by the Advisor or its Affiliates in connection with the services it provides to the Company and the Operating Partnership pursuant to this Agreement, including, but not limited to:

(a)    Organization and Offering Expenses; provided, however, that (i) the Company shall not reimburse the Advisor to the extent such reimbursement would cause the total amount of Organization and Offering Expenses attributable to the Initial Public Offering paid by the Company and the Operating Partnership to exceed 15.0% of the Gross Proceeds from the Initial Public Offering raised as of the date of the reimbursement; (ii) within 60 days after the end of the month in which a Public Offering terminates, the Advisor shall reimburse the Company to the extent the Company incurred Organization and Offering Expenses attributable to such Public Offering exceeding 15.0% of the Gross Proceeds raised in the completed Public Offering; and (iii) the Company shall not reimburse the Advisor for any Organization and Offering Expenses that the Independent Directors determine are not fair and commercially reasonable to the Company;

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(b)    Acquisition Expenses incurred in connection with the selection, evaluation and acquisition of Investments (including the reimbursement of any acquisition expenses incurred by the Advisor and payable to third parties that are not Affiliates of the Company); provided, however, that the total of all Acquisition Fees and Acquisition Expenses (including any Loan Coordination Fee) payable in connection with a particular Investment may not exceed 4.5% of the “Contract Price for the Property,” as defined in the NASAA REIT Guidelines, unless a majority of the Independent Directors approves the Acquisition Fees and Acquisition Expenses and determines the transaction to be commercially competitive, fair and reasonable to the Company;

(c)    the actual out-of-pocket cost of goods and services used by the Company and obtained from entities not Affiliated with the Advisor;

(d)    interest and other costs for borrowed money, including discounts, points and other similar fees;

(e)    taxes and assessments on income of the Company or Investments, taxes as an expense of doing business and any other taxes otherwise imposed on the Company and its business, assets or income;

(f)    out-of-pocket costs associated with insurance obtained in connection with the business of the Company or by its officers or the Board;

(g)    expenses of managing, improving, developing and operating Real Estate Assets owned by the Company, as well as expenses of other transactions relating to an Investment, including but not limited to prepayments, maturities, workouts and other settlements of Loans and other Investments;

(h)    all out-of-pocket expenses in connection with payments to the Directors for attending meetings of the Board and Stockholders;

(i)    expenses associated with a Listing or sale or merger of the Company if the Advisor or its Affiliate provides a substantial amount of services in connection with such Listing or a sale or merger, including but not limited to the Company’s allocable share of the Advisor’s employee costs, travel and communications expenses, costs of appraisals and due diligence reports, market surveys and research, third-party brokerage or finder’s fees and other closing costs regardless of whether the Company completes any such transaction;

(j)    expenses connected with payments of Distributions, including without limitation Special Distributions;

(k)    expenses associated with the issuance and distribution of Shares and other securities of the Company, such as underwriting fees, advertising expenses, legal and accounting fees, taxes and registration fees;

(l)    expenses incurred in connections with the formation, organization and continuation of any corporation, partnership, Joint Venture or other entity through which the Company’s investments are made or in which any such entity invests;

(m)    expenses of organizing, redomesticating converting, modifying, merging, liquidating, dissolving or terminating the Company or any subsidiary thereof or amending or revising the Articles of Incorporation or governing documents of any subsidiary;

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(n)    expenses of providing services for and maintaining communications with Stockholders, including the cost of preparation, printing, and mailing annual reports and other Stockholder reports, proxy statements and other reports required by governmental entities;

(o)    personnel and related employment costs incurred by the Advisor or its Affiliates in performing the services described in Section 3 hereof, including but not limited to reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of such services, provided that no reimbursement shall be made for costs of such employees of the Advisor or its Affiliates to the extent that such employees perform services for which the Advisor receives Acquisition Fees, Investment Management Fees, Disposition Fees or Loan Coordination Fees and provided further that if the Advisor subsequently determines to seek reimbursement for personnel costs of individuals who serve as executive officers of the Company, the Company will disclose any such reimbursement in its next quarterly or annual report filed pursuant to SEC requirements;

(p)    audit, accounting and legal fees, and other fees for professional services relating to the operations of the Company and all such fees incurred at the request, or on behalf of, the Board or any other committee of the Board;

(q)    out-of-pocket costs for the Company to comply with all applicable laws, regulations and ordinances, including without limitation, the Sarbanes-Oxley Act of 2002, as amended; and

(r)    all other out-of-pocket costs incurred by the Advisor in performing its duties hereunder.

11.    TIMING OF ADDITIONAL LIMITATIONS ON REIMBURSEMENTS TO THE ADVISOR.

(a)    Expenses incurred by the Advisor on behalf of the Company and the Operating Partnership and payable pursuant to Section 10 shall be reimbursed no less than monthly to the Advisor.

(b)    The Advisor shall prepare a statement documenting the expenses of the Company and the Operating Partnership during each month, and shall deliver such statement to the Company and the Operating Partnership within 20 days after the end of each month. The Advisor shall also prepare a statement documenting the expenses of the Company and Operating Partnership during each quarter, and shall deliver such statement to the Company and Operating Partnership within 30 days after the end of each quarter.

(c)    Notwithstanding anything else in this Section 11 to the contrary, the expenses enumerated in Section 10 shall not become reimbursable to the Advisor unless and until the Company raises $2 million in Gross Proceeds pursuant to the Initial Public Offering.

(d)    Commencing with the end of the fourth fiscal quarter following the fiscal quarter in which the Company completes its first Investment, the Company shall not reimburse the Advisor at the end of any fiscal quarter in which Operating Expenses for the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company or, at the option of the Company, subtracted from the Operating Expenses reimbursed during the subsequent fiscal quarter. If there is an Excess Amount in any Expense Year and the Independent Directors determine that such excess was justified based on unusual and nonrecurring factors which they deem sufficient, then the Excess Amount may be carried over and included in Operating Expenses in subsequent Expense Years and reimbursed to the Advisor in one or more of such years, provided that there shall be sent to the Stockholders a written disclosure of

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such fact, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

12.    OTHER SERVICES. In the event that (a) the Board requests that the Advisor or any manager, officer or employee thereof render services for the Company other than as set forth in this Agreement or (b) there are changes to the regulatory environment in which the Advisor or Company operates that would increase significantly the level of services performed such that the costs and expenses borne by the Advisor for which the Advisor is not entitled to separate reimbursement for personnel and related employment direct costs and overhead under Section 10 of this Agreement would increase significantly, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and the Independent Directors, subject to the limitations contained in the Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this Agreement.

13.    VOTING AGREEMENT. The Advisor agrees that, with respect to any Shares now or hereinafter owned by it, it will not vote or consent on matters submitted to the Stockholders of the Company regarding (a) the removal of the Advisor or any of its Affiliates as the Advisor or (b) any transaction between the Company and the Advisor or any of its Affiliates. This voting restriction shall survive until such time that the Advisor or any of its Affiliates is no longer serving as the Company’s external advisor.

14.    BUSINESS COMBINATIONS.

(a)    The Company may consider becoming a self-administered REIT once the Company’s assets and income are, in the view of the Board, of sufficient size such that internalizing the management functions performed by the Advisor is in the best interests of the Company and the Stockholders. If the Board should make this determination in the future, the Board shall form a special committee (the “Special Committee”) comprised entirely of Independent Directors to consider a possible business combination with the Advisor. The Board shall, subject to applicable law, delegate all of its decision-making power and authority to the Special Committee with respect to matters relating to a possible business combination with the Advisor. The Special Committee also shall be authorized to retain its own financial advisors and legal counsel to, among other things, negotiate with representatives of the Advisor regarding a possible business combination with the Advisor.

(b)    If the Board elects to internalize any management services provided by the Advisor, neither the Company nor the Operating Partnership shall pay any compensation or other remuneration to the Advisor or its Affiliates in connection with such internalization of management services. Notwithstanding the above, to the extent the Advisor or Sponsor performs substantial services or incurs costs in connection with any transition-related services performed by the Advisor, the Company, with the approval of the Independent Directors, will pay the Advisor for such services and shall reimburse the Advisor for expenses and costs reasonably incurred as a result of such services.

15.    RELATIONSHIP OF THE PARTIES. The Company and the Operating Partnership, on the one hand, and the Advisor on the other, are not partners of joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners of joint venturers or impose any liability as such on either of them.

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16.    OTHER ACTIVITIES OF THE ADVISOR.

(a)    Nothing herein contained shall prevent the Advisor or any of its Affiliates from engaging in or earning fees from other activities, including, without limitation, the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict the right of any director, officer, manager, member, partner, employee or stockholder of the Advisor or its Affiliates to engage in or earn fees from any other business or to render services of any kind to any other Person and earn fees for rendering such services; provided, however, that the Advisor must devote sufficient resources to the Company’s business to discharge its obligations to the Company under this Agreement. The Advisor may, with respect to any Investment in which the Company is a participant, also render advice and service to each and every other participant therein, and earn fees for rendering such advice and service. Specifically, it is contemplated that the Company may enter into joint ventures or other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such joint ventures or arrangements, the Advisor may be engaged to provide advice and service to such Persons, in which case the Advisor will earn fees for rendering such advice and service. For the avoidance of doubt, it is understood that neither the Company nor the Board has the authority to determine the salary, bonus or any other compensation paid by the Advisor to any Director, officer, member, partner, employee, or stockholder of the Advisor or its Affiliates, including any person who is also a director or officer employee of the Company.

(b)    The Advisor shall, and shall cause its Affiliates and their respective employees, officers and agents to, devote to the Company such time as shall be reasonably necessary to conduct the business and affairs of the Company in a manner consistent with the terms of this Agreement. The Company acknowledges that the Advisor and its Affiliates and their respective employees, officers and agents may also engage in activities unrelated to the Company and may provide services to Persons other than the Company and its Affiliates.

(c)    The Advisor shall be required to use commercially reasonable efforts to present continuing and suitable investment opportunities to the Company that are consistent with the investment policies and objectives of the Company, but neither the Advisor nor any Affiliate of the Advisor shall be obligated generally to present any particular investment opportunity to the Company even if the opportunity is of character that, if presented to the Company, could be taken by the Company. In the event an investment opportunity is located, the allocation procedure set forth under the caption “Conflicts of Interest—Conflict Resolution Procedures—Allocation of Investment Opportunities” in the Registration Statement shall govern the allocation of the opportunity among the Company and Affiliates of the Advisor. The Advisor shall be required to notify the Board at least annually of Investments that have been purchased by other entities managed by the Advisor or its Affiliates for determination by the Board that the Advisor is fairly presenting investment opportunities to the Company.

17.    THE STEADFAST NAME. The Advisor and its Affiliates have a proprietary interest in the name “Steadfast.” The Advisor hereby grants to the Company a non-transferable, non-assignable, non-exclusive, royalty-free right and license to use the name “Steadfast” during the term of this Agreement. Accordingly, and in recognition of this right, if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform substantial advisory services for the Company, the Company will, promptly after receipt of written request from the Advisor, cease to conduct business under or use the name “Steadfast” or any derivative thereof and the Company shall change its name and the names of any of its subsidiaries to a name that does not contain the name “Steadfast” or any other word or words that might, in the reasonable discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any of its Affiliates. At such time, the Company will also make any changes to any trademarks, servicemarks or other marks necessary to remove any references to the word “Steadfast.” Consistent with the foregoing, it is specifically recognized that the Advisor or one or more of its Affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate) and financial and service organizations having “Steadfast” as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company.

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18.    TERM OF AGREEMENT. This Agreement shall have an initial term of one year from the Effective Date and may be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. The Company (acting through the Independent Directors) will evaluate the performance of the Advisor annually before renewing this Agreement, and each such renewal shall be for a term of no more than one year. Any such renewal must be approved by the Independent Directors.

19.    TERMINATION BY THE PARTIES. This Agreement may be terminated:

(a)    immediately by the Company or the Operating Partnership for Cause or upon the bankruptcy of the Advisor;

(b)    upon 60 days written notice without Cause and without penalty by a majority of the Independent Directors of the Company; or

(c)    upon 60 days written notice with Good Reason by the Advisor.

The provisions of Sections 17 and 20 through 35 of this Agreement survive termination of this Agreement.

20.    PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION.

(a)    After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company or the Operating Partnership within 30 days after the effective date of such Termination Date all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement, subject to the 2%/25% Guidelines to the extent applicable.

(b)    The Advisor shall promptly upon termination:

(i)    pay over to the Company and the Operating Partnership all money collected and held for the account of the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

(ii)    deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;

(iii)    deliver to the Board all assets, including all Investments, and documents of the Company and the Operating Partnership then in the custody of the Advisor; and

(iv)    reasonably cooperate with the Company and the Operating Partnership to provide an orderly management transition.

(c)    (i) Upon termination, unless such termination is by the Company because of (A) a material breach of this Agreement by the Advisor or (B) fraud, criminal conduct, willful misconduct, gross negligence or negligent breach of a fiduciary duty by the Advisor, the Advisor shall be entitled to receive a payment of the Performance Fee equal to 15.0% of the amount, if any, by which the Enterprise Value on the Termination Date, plus the total Distributions paid by the Company through the Termination Date, exceeds Invested Capital plus an amount not less than the Stockholders’ 6.0% Return through the Termination Date. The Company shall, in its sole discretion,

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pay such Performance Fee in cash or Shares at the time of such termination. In the event the Company pays such Performance Fee in Shares, such Shares shall be issued at a price per Share as determined in the definition of Enterprise Value; provided that if the Shares are Listed at the time of termination, then the Enterprise Value shall be equal to the average closing price of the Shares over the 30 trading days immediately preceding the date of such election of the Shares.

(ii)    Notwithstanding Section 20(c)(i), the Performance Fee shall be reduced by the amount of any fees paid to the Advisor under Section 9(h)- (i) hereof but not below zero.

21.    ASSIGNMENT TO AN AFFILIATE. This Agreement may be assigned by the Advisor to an Affiliate only with the prior written approval of a majority of the Directors (including a majority of the Independent Directors). The Advisor may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the approval of the Directors. This Agreement shall not be assigned by the Company or the Operating Partnership without the consent of the Advisor, except in the case of an assignment by the Company or the Operating Partnership to a corporation, limited partnership or other organization which is a successor to all of the assets, rights and obligations of the Company or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company and the Operating Partnership are bound by this Agreement.

22.    INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, equity holders, partners and employees (the “Indemnitees,” and each an “Indemnitee”), from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met:

(a)    the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership;

(b)    the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership;

(c)    such liability or loss was not the result of negligence or misconduct by the Indemnitee; and

(d)    such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders.

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Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met:

(a)    there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee;

(b)    such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or

(c)    a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws.

23.    ADVANCEMENT OF LEGAL EXPENSES. The Company or the Operating Partnership shall pay or reimburse reasonable legal expenses and other costs incurred by an Indemnitee as a result of any legal action for which indemnification is being sought in advance of the final disposition of a proceeding only if all of the following conditions are satisfied:

(a)    the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership;

(b)    the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and

(c)    the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, if it is ultimately determined that such Indemnitee is found not to be entitled to indemnification.

24.    INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

25.    PUBLICITY. The Advisor shall not, and shall cause its Affiliates and their officers, managers, employees and members to not, make any public statements or disclosure regarding this Agreement, the duties contemplated hereunder or the business of the Company and the Operating Partnership without obtaining the prior written consent of the officers of the Company as to the form and content of such disclosure, except to the extent that such disclosure is required by law, in which case the Advisor will give the Company sufficient prior written notice thereof to seek judicial intervention. Except as authorized in advance by the Board, only the officers of the Company shall be permitted to make public statements or disclosure on behalf of the Company.

26.    NON-SOLICITATION. During the period commencing on the Effective Date and ending one year following the Termination Date, the Company shall not, without the Advisor’s prior written consent, directly or indirectly (a) solicit or encourage any person to leave the employment or other service of the Advisor or its Affiliates; or (b) hire on behalf of the Company or any other person or entity, any person who has left its employment within the one year period following the termination of that person’s employment the Advisor or its Affiliates. During the period commencing on the date hereof through and ending one year following the Termination Date, the Company will not, whether for its own account or for the account of any other Person, intentionally interfere with the relationship of the Advisor

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or its Affiliates with, or endeavor to entice away from the Advisor or its Affiliates, any person who during the term of the Agreement is, or during the preceding one-year period, was a tenant, co-investor, co-developer, joint venturer or other customer of the Advisor or its Affiliates.

27.    NOTICES. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is required by the Articles of Incorporation, the Bylaws, or accepted by the party to whom it is given, and shall be given by being delivered by hand, by courier or overnight carrier or by registered or certified mail to the addresses set forth herein:

To the Directors and to the Company:	Steadfast Apartment REIT, Inc. 18100 Von Karman Avenue, Suite 500 Irvine, California 92612 Telephone: (949) 852-0700 Attention: Chief Executive Officer
To the Operating Partnership:	Steadfast Apartment REIT Operating Partnership, L.P. c/o Steadfast Apartment REIT, Inc. 18100 Von Karman Avenue, Suite 500 Irvine, California 92612 Telephone: (949) 852-0700 Attention: Treasurer
To the Advisor:	Steadfast Apartment Advisor, LLC 18100 Von Karman Avenue, Suite 500 Irvine, California 92612 Telephone: (949) 852-0700 Attention: Secretary

If delivered by hand or by courier, the date on which the notice, report or other communication is delivered shall be the date on which such delivery is made and if delivered by overnight carrier, the date on which the notice, report or other communication is received shall be the date on which such delivery is made. Any party may at any time give notice in writing to the other parties of a change in its address for the purposes of this Section 27.

28.    MODIFICATION. This Agreement shall not be changed, modified, terminated or discharged, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or assignees.

29.    SEVERABILITY. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

30.    CONSTRUCTION. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware.

31.    ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

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32.    INDULGENCES, NOT WAIVERS. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

33.    GENDER. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

34.    TITLES NOT TO AFFECT INTERPRETATION. The titles of Sections and Subsections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

35.    EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

[Signatures on following page.]

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IN WITNESS WHEREOF, the parties hereto have executed this Advisory Agreement as of the date and year first written above.

STEADFAST APARTMENT REIT, INC.
By:	/s/ Rodney F. Emery
Name:	Rodney F. Emery
Title:	Chief Executive Officer
STEADFAST APARTMENT ADVISOR, LLC
By:	/s/ Ella Shaw Neyland
Name:	Ella Shaw Neyland
Title:	President

Signature Page to Advisory Agreement