8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

December 1, 2011

Steadfast Income REIT, Inc.

(Exact Name of Registrant as Specified in Charter)

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

18100 Von Karman Avenue, Suite 500

Irvine, California 92612

(Address of Principal Executive Offices, including Zip Code)

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

Not applicable

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

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

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

Assignment and Assumption Agreement Relating to Truman Farm Villas

     On December 1, 2011, Steadfast Income REIT, Inc. (the “Company”), through SIR Truman Farm, LLC, its indirect wholly owned subsidiary (“SIR Truman Farm”), entered into an Assignment and Assumption of Purchase Agreement with Steadfast Asset Holdings, Inc., an affiliate of the Company (“Steadfast Holdings”), whereby SIR Truman Farm assumed the Real Estate Purchase and Sale Agreement With Escrow Instructions, dated as of November 3, 2011, relating to the acquisition of Truman Farm Villas, a 200-unit senior residential property located in Grandview, Missouri (the “Truman Property”), from Truman Farm Villas, L.P., a third party seller, for an aggregate purchase price of $9,100,000.

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

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

Assignment and Assumption Agreement Relating to Windsor on the River

     On December 1, 2011, the Company, through SIR Windsor On The River, LLC, its indirect wholly owned subsidiary (“SIR Windsor”), entered into an Assignment and Assumption of Purchase Agreement with Steadfast Holdings whereby SIR Windsor assumed the Purchase and Sale Agreement and Joint Escrow Instructions, dated as of October 21, 2011, relating to the acquisition of Windsor on the River Apartments, a 424-unit multifamily residential property located in Cedar Rapids, Iowa (the “Windsor Property”), from Windsor on the River, LLC, a third party seller, for an aggregate purchase price of $33,000,000.

     The acquisition of the Windsor Property is subject to substantial conditions to closing, including: (1) the sale of a sufficient number of shares of the Company's common stock in the Company's public offering to fund a portion of the purchase price for the Windsor Property; (2) the Company's ability to obtain appropriate financing for the acquisition of the Windsor Property on acceptable terms and the approval of the terms of such financing by the Company's board of directors; and (3) the absence of a material adverse change to the Windsor Property prior to the date of the acquisition. There is no assurance that the Company will close the acquisition of the Windsor Property on the terms described above or at all.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
10.1	Real Estate Purchase and Sale Agreement With Escrow Instructions, dated as of November 3, 2011, by and between Truman Farm Villas, L.P. and Steadfast Asset Holdings, Inc.
10.2	Assignment and Assumption of Purchase Agreement, dated as of December 1, 2011, by and between Steadfast Asset Holdings, Inc. and SIR Truman Farm, LLC
10.3	Purchase and Sale Agreement and Joint Escrow Instructions, dated as of October 21, 2011, by and between Windsor on the River, LLC and Steadfast Asset Holdings, Inc.
10.4	Assignment and Assumption of Purchase Agreement, dated as of December 1, 2011, by and between Steadfast Asset Holdings, Inc. and SIR Windsor On The River, LLC

SIGNATURES

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

	STEADFAST INCOME REIT, INC.
Date: December 7, 2011	By:	/s/ Kevin J. Keating
		Kevin J. Keating
		Treasurer

EX-10.1

EXHIBIT 10.1

REAL ESTATE PURCHASE AND SALE AGREEMENT WITH ESCROW INSTRUCTIONS

Dated as of

November 3, 2011

By and Between

Truman Farm Villas, L.P., a Missouri limited partnership,

As Seller

and

Steadfast Asset Holdings, Inc., a California corporation,

As Purchaser

regarding

<Truman Farm Villas Apartments>

REAL ESTATE PURCHASE AND SALE AGREEMENT WITH ESCROW INSTRUCTIONS

THIS REAL ESTATE PURCHASE AND SALE AGREEMENT WITH ESCROW INSTRUCTIONS (“Agreement”) is dated as of November 3, 2011, and is entered into by and between Truman Farm Villas, L.P., a Missouri limited partnership (“Seller”), and Steadfast Asset Holdings, Inc., a California corporation (“Purchaser”). As used herein the term “Buyer” shall mean Purchaser or its Permitted Assign (as defined in this Agreement).

RECITALS

WHEREAS, Seller is the owner of the land and improvements, including an apartment complex commonly known as Truman Farm Villas Apartments, as further described on Exhibit “A” attached hereto.

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Property (as defined in this Agreement), subject to the terms and conditions of this Agreement and the exhibits attached hereto.

AGREEMENT

NOW, THEREFORE, in consideration of the covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.Definitions. When used in this Agreement and the exhibits attached hereto, the following terms shall have the following meanings unless otherwise specifically defined. The singular shall include the plural and the masculine gender shall include the feminine and the neuter unless otherwise required by the context.

“Additional Title Policy Charge” shall have the meaning set forth in Paragraph 11 of this Agreement.

“Anti-Terrorism Laws” shall mean any laws related to terrorism or money laundering, including Executive Order 13224 and the USA Patriot Act, and any regulations promulgated under either of them.

“Broker” shall mean The Tax Credit Group, Marcus & Millichap.

“Buyer's Title Notice” shall have the meaning set forth in Paragraph 8(a) of this Agreement.

“Cash Equivalent” shall mean a wire transfer of funds or other good and immediately available funds.

“Closing” shall have the meaning set forth in Paragraph 18 of this Agreement.

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“Closing Date” shall mean the date of the Closing.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Compliance Expiration Date” shall mean December 31, 2013.

“Contingency Expiration Date” shall mean the date which is thirty (30) days after the date of this Agreement, or such earlier date as may be specified by Buyer by delivering written notice thereof to Seller and Escrow Agent.

“County” shall mean the County in which the Real Property is located.

“Deposit” shall mean, to the extent deposited with Escrow Agent, the Initial Deposit and the Extension Deposit.

“Endorsements” shall have the meaning set forth in Paragraph 11 of this Agreement.

“Escrow Agent” shall mean Chicago Title Insurance Company.

“Extended Coverage Title Policy” shall have the meaning set forth in Paragraph 11 of this Agreement.

“Extension Deposit” shall have the meaning set forth in Paragraph 18 of this Agreement.

“Funds” shall mean all escrows, reserves, funds, letters of credit, bonds, security deposits or other funds deposited by Seller with respect to the Property, including, without limitation, (a) any utility deposits and (b) any such funds deposited with respect to any existing mortgage on the Property.

“General Assignment” shall mean a General Assignment and Bill of Sale in the form of Exhibit “E” attached hereto.

“Guarantors” shall mean Steadfast REIT Holdings, LLC, Steadfast REIT Investments, LLC, Steadfast Income REIT, Inc. and Steadfast Income Advisors, LLC.

“Guaranty” shall mean a Guaranty in the form of Exhibit “J” attached hereto.

“Hazardous Materials” shall have the meaning set forth in Paragraph 17(d) of this Agreement.

“Housing Authority” shall mean the Missouri Housing Development Commission, the relevant tax credit allocation agency and any other federal, state or local agency with jurisdiction or other rights or authority over the Property or the Tax Credits related thereto.

“Improvements” shall mean the apartment complex and all other buildings, structures and improvements located upon the Real Property.

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“Indemnitor” shall have the meaning set forth in Paragraph 23(c) of this Agreement.

“Initial Deposit” shall have the meaning set forth in Paragraph 4 of this Agreement.

“Intangibles” shall mean, to the extent assignable by and in the possession or control of Seller: (i) any and all permits, licenses, certificates of occupancy and the like relating to the Property; (ii) any and all bonds, warranties, and guaranties relating to the Property; (iii) any and all third party site plans, surveys, environment, soil and substrata studies or assessments, plans and specifications, engineering plans and drawings, landscaping plans or other plans, diagrams or studies of any kind relating to the Property; (iv) books and records relating to the Tenants; (v) the name “Truman Farm Villas Apartments”; (vi) the telephone numbers, fax numbers and email addresses for the Property; and (vii) any and all goodwill or other intangible property directly relating to the Property.

“Lease Assignment” shall mean an Assignment and Assumption of Leases in the form of Exhibit “D” attached hereto.

“Limited Partner Consent” shall mean the prior written consent of SHF.

“Non-Delinquent Rents” shall mean rents that are equal to or less than thirty (30) days past due as of the Closing Date.

“Opening of Escrow” shall mean the date that both (i) a fully executed copy of this Agreement and (ii) the Initial Deposit have been delivered to Escrow Agent.

“Outside Closing Date” shall have the meaning set forth in Paragraph 18 of this Agreement.

“Permitted Assign” shall mean any subsidiary or affiliate of Purchaser in which Purchaser directly or indirectly is under common control with the managing member or general partner of such subsidiary or affiliate assignee and in which Purchaser directly or indirectly is under common control with the individual or entity that controls the day-to-day management of the Property, or, with the prior written consent of Seller, any other person or entity.

“Permitted Exceptions” shall mean (i) all items and matters identified as a “Permitted Exception” in Paragraph 8(a) of this Agreement, (ii) the Tenant Leases, and (iii) all items and matters which would be shown on an ALTA survey.

“Personal Property” shall mean the mechanical systems, fixtures, furniture, appliances, tools, supplies, inventories, furnishings, equipment and other items of tangible personal property placed or installed on or about the Real Property or the Improvements and which are owned by Seller and used as a part of or in connection with the Property, including, without limitation, all heating, ventilation and air conditioning compressors, engines, systems and equipment; any and all elevators, electrical fixtures, systems and equipment; all plumbing fixtures, systems and equipment; and all keys. Personal Property shall exclude personal property that is owned by the

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Tenants, former tenants or the management company, or which is leased pursuant to a Service Contract or Permitted Exception.

“Prior Noncompliance” shall have the meaning set forth in Paragraph 23(f) of this Agreement.

“Prohibited Person” shall mean (i) a person or entity subject to the provisions of Executive Order 13224; (ii) a person or entity owned or controlled by, or acting for or on behalf of, an entity subject to the provisions of Executive Order 13224; (iii) a person or entity with whom Seller or Buyer (as applicable) is prohibited from dealing by any of the Anti-Terrorism Laws; (iv) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department's Office of Foreign Assets Control; or (v) a person or entity that is affiliated with a person or entity described in clauses (i) through (iv) of this definition, if an entity existing in the United States is prohibited from doing business with such affiliated person or entity.

“Property” shall mean Seller's right, title and interest in the Real Property, the Improvements, the Personal Property, and, to the extent assignable, the Intangibles, the Tenant Leases and those Service Contracts being assigned to and assumed by Buyer pursuant to this Agreement.

“Property Files” shall have the meaning set forth in Paragraph 8(b) of this Agreement.

“Purchase Price” shall mean the monetary consideration specified in Paragraph 3 of this Agreement.

“Real Property” shall mean the certain real estate, located in the County and State, and further described on Exhibit “A” attached hereto.

“Regulatory Agreements” shall have the meaning set forth in Paragraph 23(a) of this Agreement.

“Rejected Exceptions” shall have the meaning set forth in Paragraph 8(a) of this Agreement.

“Representatives” shall mean, with respect to any person or entity, the direct and indirect directors, principals, officers, partners, members, shareholders, agents, contractors, employees, lawyers, accountants, advisors, consultants, and other representatives of such person or entity, and its prospective lenders and investors.

“Required Consents” shall mean the timely notice to, and/or the written consent or approval of, each governmental or regulatory body (including the Housing Authority), in each case pursuant to the requirements applicable thereto and in each case to the extent required for the consummation of the transactions contemplated by this Agreement and the exhibits attached hereto.

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“Section 42 Memorandum” shall mean a Memorandum of Agreement in the form of Exhibit “G” attached hereto.

“Seller's Title Notice” shall have the meaning set forth in Paragraph 8(a) of this Agreement.

“Service Contracts” shall mean all service, equipment, supply, management, maintenance, utility, listing and other operating contracts relating to the Property.

“SHF” shall mean SunAmerica Housing Fund 378, a Nevada limited partnership and SLP Housing III LLC, a Nevada limited liability company, the limited partners of Seller.

“Special Warranty Deed” shall mean a deed in the form of Exhibit “B” attached hereto.

“State” shall mean the State in which the Real Property is located.

“Survey” shall mean the new or updated survey, if any, of the Real Property and Improvements obtained by Buyer.

“Tax Credit Laws” shall have the meaning set forth in Paragraph 23(a) of this Agreement.

“Tax Credits” shall have the meaning set forth in Paragraph 23(a) of this Agreement.

“Tenant Deposits” shall mean the deposits, if any, made by Tenants (including any interest accrued and unpaid thereon for the benefit of Tenants) less the amount such deposits have been charged, offset or otherwise reduced by Seller as permitted under the Tenant Leases or under applicable law.

“Tenant Leases” shall mean the agreements affecting the Property pursuant to which Tenants are leasing, renting and/or occupying space within the Improvements.

“Tenant Notice Letter” shall mean a Tenant Notice Letter in the form of Exhibit “F” attached hereto.

“Tenants” shall mean the tenants of the Real Property and Improvements as of the Closing.

“Threshold Amount” shall mean an amount equal to the product of (a) ten percent (10%) times (b) the Purchase Price.

“Title Commitment” shall have the meaning set forth in Paragraph 8(a) of this Agreement.

“Title Company” shall mean Chicago Title Insurance Company.

“Title Policy” shall have the meaning set forth in Paragraph 9(a)(ii) of this Agreement.

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“Title Requirements” shall mean those requirements set forth in the Title Commitment which are to be performed or otherwise satisfied as a condition to the issuance of the Title Policy by the Title Company.

2.Purchase and Sale. Seller hereby agrees to assign, sell and convey the Property to Buyer, and Buyer hereby agrees to purchase, accept and acquire the Property from Seller, subject to the terms and provisions of this Agreement and the exhibits attached hereto.

3.Price. The total Purchase Price to be paid by Buyer to Seller for the Property shall be the sum of Nine Million One Hundred Thousand Dollars ($9,100,000.00), subject to adjustments, credits and prorations as set forth in this Agreement.

4.Payment of Purchase Price. The Purchase Price shall be payable as follows:

(a)Initial Deposit. Within two (2) business days after execution and delivery of this Agreement by all parties hereto, Buyer shall deposit with Escrow Agent cash or Cash Equivalent in the amount of Two Hundred Thousand Dollars ($200,000.00) (“Initial Deposit”).

(b)[reserved]

(c)Cash Balance. On or before the Closing Date, Buyer shall deposit with Escrow Agent additional cash or Cash Equivalent equal to the sum of (i) the amount of the Purchase Price minus (ii) the amount of the Deposit plus (iii) the amount of Buyer's share of expenses plus (or minus) (iv) the amount of adjustments, credits and prorations due from (or owed to) Buyer in accordance with Paragraph 13 of this Agreement.

(d)Interest. While held by the Escrow Agent, upon the request and at the direction of Buyer, the Deposit shall be placed in an interest-bearing account under Buyer's taxpayer identification number with all interest accruing to Buyer, and all interest so earned in connection with the Deposit shall be deemed a part of the Deposit.

(e)Deposit Refundability. The Initial Deposit shall remain refundable to Buyer if this Agreement is terminated in accordance with the provisions of this Agreement on or before the Contingency Expiration Date. After the Contingency Expiration Date, the entire Deposit shall be held for the benefit of Seller and shall be nonrefundable, unless (i) Buyer is not in default hereunder and (ii) this Agreement is terminated in accordance with the provisions of Paragraph 20(a) of this Agreement or if Buyer is expressly entitled to a refund of the Deposit pursuant to Paragraph 9(c) or any other provision of this Agreement. The Deposit shall be credited to Buyer and applied toward payment of the Purchase Price upon the Closing.

5.Special Warranty Deed. At the Closing, Seller shall convey the Real Property and Improvements to Buyer by the Special Warranty Deed and the other documents to be delivered under this Agreement.

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6.Delivery of Agreement; Failure of the Opening of Escrow. A fully executed copy of this Agreement shall be delivered to the Escrow Agent by Seller, and this Agreement shall, thereupon, constitute escrow instructions. If the Opening of Escrow has not occurred within ten (10) days after the date of this Agreement, this Agreement shall be null and void ab initio and of no further force and effect.

7.Operation of Property Through Closing. From the Opening of Escrow until the Closing (or earlier termination of this Agreement):

(a)Except as otherwise provided in this Paragraph 7, Seller shall manage and operate the Property in accordance with Seller's current business practices. Subject to comparable coverage for renewal policies being available at commercially reasonable rates, Seller shall maintain in full force and effect insurance coverage comparable to its current insurance policies with respect to the Property.

(b)Without the prior written consent of Buyer, Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, except in the ordinary course of business or except for such mortgages, pledges or hypothecations as shall be released at or prior to Closing. Notwithstanding the foregoing, Seller may replace depreciated Personal Property and may otherwise deal with Tenant Leases in a commercially reasonable manner.

(c)Except as otherwise provided herein, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, Seller shall not terminate (except for those Service Contracts which Seller and Buyer have agreed in writing to terminate), modify, extend, amend or renew any Service Contract or enter into any new Service Contract, except in each case as may be reasonably necessary to protect the health or safety of individuals or the preservation of the Property or otherwise in accordance with Seller's current business practices. All new Service Contracts must be terminable, without penalty, on not more than thirty (30) days' notice.

(d)From time to time Seller and Seller's agents may (in their sole discretion or as otherwise required under this Agreement) sign certifications, notices or other documents or take other action in connection with Buyer's financing, approval by the Housing Authority, or otherwise in connection with the transactions contemplated by this Agreement. Except with respect to Seller's representations and warranties expressly set forth in this Agreement, Buyer hereby agrees to indemnify, defend and hold harmless Seller and its direct and indirect partners, principals and agents from and against any and all claims, demands, losses, liabilities and expenses, including attorneys' and accountants' fees, asserted against or incurred by Seller or its direct and indirect partners, principals, and agents in connection with such certifications, notices, or other documents or actions, except to the extent such claims, demands, losses and liabilities are caused by Seller's or Seller's agents' intentional misconduct. The indemnity set forth in this Paragraph 7(d) shall survive any termination of this Agreement and shall survive Closing and the delivery of the Special Warranty Deed at Closing.

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8.Title; Property Files; Buyer's Inspection Rights.

(a)Title.

(i)Commitment. Within five (5) business days after the Opening of Escrow, the Title Company shall issue and deliver to Buyer a commitment to insure the Real Property to be conveyed hereunder (“Title Commitment”, as further defined in Paragraph 8(a)(vi) of this Agreement). Title Company shall provide Buyer with copies of all recorded documents shown as exceptions to title on the Title Commitment (the “Exception Documents”).

(ii)Title Notices. Within five (5) business days following the receipt by Buyer of the Title Commitment and the Exception Documents, Buyer shall notify Seller in writing (the “Buyer's Title Notice”) as to which items, if any, disclosed in the Title Commitment are not acceptable to Buyer. Within five (5) business days following Seller's receipt of Buyer's Title Notice, Seller (with Limited Partner Consent) shall notify Buyer (“Seller's Title Notice”) that, with respect to each matter objected to in Buyer's Title Notice: (A) it shall take such actions as may be reasonably necessary to eliminate such matter as an exception in the Title Commitment; or (B) it shall not take any or all of the actions identified in Buyer's Title Notice with respect to such matter. Except to the extent Seller's Title Notice expressly states that Seller will take an action with respect to a matter identified in Buyer's Title Notice (or if Seller fails to deliver Seller's Title Notice within such five (5) business day period), then Seller shall be deemed to have elected clause (B) of this Paragraph 8(a)(ii).

(iii)Rejected Exception. As used in this Paragraph 8(a), the term “Rejected Exception” means a matter which is both: (x) expressly objected to in Buyer's Title Notice (to the extent of such objection); and (y) expressly agreed to be eliminated in Seller's Title Notice (to the extent of such agreement).

(iv)Title Contingency. In the event Buyer fails to timely deliver Buyer's Title Notice, then Buyer shall be deemed to have waived all title objections to matters shown in the Title Commitment. If Buyer has timely delivered Buyer's Title Notice and Seller elects (or is deemed to have elected) to proceed (in whole or in part) in accordance with clause (B) of Paragraph 8(a)(ii) of this Agreement, then Buyer shall have until the Contingency Expiration Date to terminate this Agreement by delivering written notice thereof to Seller and Escrow Agent, in which case the provisions of Paragraph 9(c) of this Agreement shall govern. If Buyer shall fail to provide Seller and Escrow Agent with written notice of termination on or before the Contingency Expiration Date, then Buyer shall be deemed to have waived all of its title objections (except with respect to the Rejected Exceptions).

(v)Title Policy. Each item and matter revealed by the Title Commitment (other than the Rejected Exceptions) shall be a “Permitted Exception” under this Agreement. At Closing, the Title Policy (as further defined in Paragraph 9(a)(ii) of this Agreement) shall be as described in the Title Commitment (but free of each Rejected Exception), subject to the provisions of this Paragraph 8(a). Buyer shall use commercially reasonable efforts to satisfy or eliminate, on or before the Closing Date, those Title Requirements to be performed or otherwise

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satisfied by Buyer. Seller shall use commercially reasonable efforts to satisfy or eliminate, on or before the Closing Date, those Title Requirements to be performed or otherwise satisfied by Seller. Notwithstanding anything to the contrary in this Agreement, (x) Seller shall not be required to expend any funds in connection with the Title Policy except (i) as expressly set forth in Seller's Title Notice, and (ii) in an amount not to exceed $50,000 in the aggregate to satisfy or eliminate the other Title Requirements to be performed or otherwise satisfied by Seller and other items and matters not revealed by the Title Commitment; (y) Seller shall have no obligation to execute, perform, satisfy, incur, make or otherwise undertake any affidavit, indemnity, disclosure, certificate, or other document, action, expense or liability requested or required by the Title Company in connection with the Title Policy (including, without limitation, such requirements as may be set forth in the Title Commitment); and (z) Seller may satisfy the Rejected Exceptions, the Title Requirements to be performed or otherwise satisfied by Seller, and any other items and matters not revealed by the Title Commitment in any manner that will result in the Title Company issuing the Title Policy (e.g. by providing a surety bond or other collateral acceptable to the Title Company). Except as expressly required under the foregoing sentences of this Paragraph 8(a)(v), or as expressly set forth in Seller's Title Notice, (A) Seller shall have no obligation to incur any expense or liability to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment, (B) no failure by Seller to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment shall constitute a breach of or default under this Agreement by Seller and Seller shall not have any liability for damages and Buyer shall have no recourse to equitable relief based on any such failure, and (C) if Seller fails to eliminate or satisfy, on or before the Closing Date, any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment, then Buyer shall have the sole option of either: (x) terminating this Agreement for failure to satisfy a Buyer closing condition under Paragraph 9(a) of this Agreement by delivering written notice thereof to Seller and Escrow Agent prior to Closing, in which case the Deposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern; or (y) proceeding to Closing, subject to the provisions set forth herein. In the event that (I) Buyer elects to terminate this Agreement pursuant to clause (x) of this Paragraph 8(a)(v) due to Seller's failure to eliminate or satisfy a Rejected Exception as expressly set forth in Seller's Title Notice and (II) Buyer is not in default under this Agreement, then and only then Seller shall reimburse Buyer for Buyer's reasonable and actual out-of-pocket costs (documented by paid invoices to third parties) incurred with respect to this agreement, the transaction described herein and the due diligence performed in connection herewith, not to exceed $150,000.00 in the aggregate. Upon Closing, Buyer shall be deemed to have waived all objections to the items and matters reflected on the Title Policy and each such item and matter shall thereafter be a “Permitted Exception” under this Agreement.

(vi)Supplemental Title Commitment. In the event the Title Company issues one or more supplemental Title Commitments, the “Title Commitment” shall be deemed amended to incorporate the changes reflected in such supplemental Title Commitments. Notwithstanding the foregoing, Buyer shall have three (3) business days following receipt by Buyer of a supplemental Title Commitment to deliver a supplemental Buyer's Title Notice with respect to any new item not shown on either the Title Commitment or any existing survey delivered

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to Buyer as part of the Property Files. Within two (2) business days following Seller's receipt of the supplemental Buyer's Title Notice, Seller (with Limited Partner Consent) shall provide Buyer with a supplemental Seller's Title Notice. If Buyer has timely delivered a supplemental Buyer's Title Notice and Seller elects (or is deemed to have elected) to proceed (in whole or in part) in accordance with clause (B) of Paragraph 8(a)(ii) of this Agreement, then Buyer shall have until the earlier of (a) the Closing Date and (b) 10 days following receipt by Buyer of a supplemental Title Commitment to terminate this Agreement by delivering written notice thereof to Seller and Escrow Agent, in which case the Deposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern.  If Buyer shall fail to provide Seller and Escrow Agent with written notice of termination on or before such date, then Buyer shall be deemed to have waived all of its objections to the items appearing in such supplemental Title Commitment (except with respect to the Rejected Exceptions).  Except as expressly modified herein, the provisions of Paragraph 8(a) of this Agreement, including, without limitation, the timing and effect of any notices to be delivered and the effect of any failure to deliver same, shall govern with respect to any such additional Buyer's Title Notice.

(vii)Survey Matters. Buyer shall have until the date Buyer's Title Notice is due under Paragraph 8(a)(ii) of this Agreement to review and approve or disapprove of any survey of the Property delivered by Seller to Buyer as part of the Property Files, and any such objections shall be treated in the same manner as objections to matters shown on the Title Commitment as set forth in Paragraph 8(a)(ii)-(v) of this Agreement. With regard to the Survey obtained by Buyer in accordance with the provisions of Paragraph 11 of this Agreement, Buyer shall have until the earlier of (A) five (5) business days after its receipt of the Survey or (B) the Contingency Expiration Date to deliver an additional Buyer's Title Notice with respect to any new item not shown on either the Title Commitment or any existing survey delivered to Buyer as part of the Property Files. The provisions of Paragraph 8(a) of this Agreement, including, without limitation, the timing and effect of any notices to be delivered and the effect of any failure to deliver same, shall govern with respect to any such additional Buyer's Title Notice.

(b)Documents and Materials To Be Made Available to Buyer. Within five (5) business days after the Opening of Escrow, Seller will make available to Buyer the Property Files (as defined in this Paragraph 8(b)) of Seller. To the extent Seller currently possesses or controls the same, the “Property Files” are defined as the items set forth on Exhibit “I” attached hereto; provided, however, Seller shall not be obligated to update, prepare, or cause to be prepared any of the above-referenced items which may or may not be contained in the Property Files. Property Files shall not include any appraisals or other indications of the market value of the Property. Buyer understands and acknowledges that neither Seller nor any of Seller's Representatives makes and/or has made any representation or warranty to Buyer as to the accuracy or completeness of the Property Files and that neither Seller nor any of Seller's Representatives has made or will make any attempt to verify the data contained therein. Buyer agrees that Seller shall not have any liability to Buyer as a result of Buyer's use of the Property Files.

(c)Buyer's Inspection Rights. From the Opening of Escrow and until the Closing or earlier termination of this Agreement, Buyer shall be provided with access to the

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Property and shall be permitted to inspect and examine the Property upon reasonable advance notice to Seller, subject in all cases to the provisions of this Paragraph 8(c) of this Agreement and the indemnification provisions described in Paragraph 8(d) of this Agreement. Subject to the rights of the tenants, Buyer and its Representatives shall have the right to conduct one or more “walk throughs” of the Property. It is understood and agreed that Buyer shall be responsible to perform such inspections and other examinations of the Property as Buyer deems necessary or desirable (including, without limitation, any tests, studies, investigations, inspections and other examinations of physical and environmental conditions of the Property); provided, however, that as a condition precedent to exercising such rights, Buyer shall deliver to Seller a Certificate of Insurance evidencing commercial general liability coverage of not less than $1,000,000 combined limits, worker's compensation insurance at statutory limits, and employer's liability coverage of not less than $1,000,000. Buyer's commercial liability insurance shall name Seller as an additional insured with respect to the Property, including, without limitation, in connection with Buyer's access to the Property and its tests, studies, investigations, inspections and other examinations of physical and environmental conditions of the Property. All tests, studies, investigations, inspections and other examinations by Buyer of the Property shall be conducted in a non-invasive manner. Buyer shall restore the Property to its original condition promptly after completing each such test, study, investigation, inspection and other examination. Buyer's foregoing agreement shall survive any termination of this Agreement and shall survive Closing and the delivery of the Special Warranty Deed at Closing.

(d)Buyer's Termination Right; Indemnity. Buyer may terminate this Agreement by delivering written notice thereof to Seller and Escrow Agent on or before the Contingency Expiration Date, in which event the provisions of Paragraph 9(c) of this Agreement shall govern. If Buyer shall fail to provide Seller and Escrow Agent with written notice of termination on or before the Contingency Expiration Date, then Buyer shall be deemed to have affirmatively and expressly approved and accepted the Property Files, the Property and all conditions, elements and matters pertinent thereto including, without limitation, soil conditions, zoning, drainage, flood control, water, sewage, electricity, gas and other utility connections, economic feasibility, construction suitability, submittals, the parcel map (and any conditions thereto), any survey or any other matter which was or could have been inspected or examined by Buyer, and Buyer and Seller shall proceed to Closing, subject to the provisions set forth herein. On or before the Contingency Expiration Date, the parties may agree on other Service Contracts to be terminated by Seller on or before Closing. Seller shall terminate only those Service Contracts which the parties agree in writing shall be terminated and Buyer shall assume, from and after the Closing Date, the obligations arising or accruing under all of the other Service Contracts. In the event of termination of this Agreement and within a reasonable period of time after Seller requests such information, Buyer shall deliver to Seller copies of all third-party reports, plans, studies, applications or any other matters obtained by or prepared for Buyer in connection with Buyer's review of the Property and which relate to the physical condition of the Property, including, without limitation, any engineering and environmental reports completed and/or obtained by Buyer in connection with Buyer's review of the Property. IN ALL EVENTS, BUYER SHALL INDEMNIFY, DEFEND, EXONERATE, HOLD HARMLESS AND SAVE SELLER AND ITS REPRESENTATIVES FREE FROM AND AGAINST: (i) ANY AND ALL LOSSES, COSTS,

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DAMAGES, EXPENSES, LIENS, LIABILITIES, AND CLAIMS IN ANY WAY ARISING OUT OF, OCCASIONED BY OR IN CONNECTION WITH THE ACCESS, INSPECTIONS AND OTHER EXAMINATIONS CONDUCTED BY BUYER OR ITS REPRESENTATIVES ON, TO OR WITH RESPECT TO THE PROPERTY (“ACCESS”), WHETHER SUCH ACCESS OCCURRED BEFORE OR AFTER THE DATE OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS BY A THIRD PARTY ARISING FROM ANY ACT OR FAILURE TO ACT AUTHORIZED BY BUYER OR ITS REPRESENTATIVES, BUT EXCLUDING ANY PREEXISTING CONDITIONS (EXCEPT TO THE EXTENT EXACERBATED BY THE ACTIVITIES OF BUYER AND/OR ITS REPRESENTATIVES) AND EXCLUDING ANY LOSSES ARISING OUT OF THE DISCOVERY OR DISCLOSURE OF THE PROPERTY'S CONDITION; (ii) ANY DAMAGE OR INJURY TO PERSON OR PROPERTY CAUSED BY BUYER AND/OR ITS REPRESENTATIVES; AND (iii) ALL COSTS AND EXPENSES, INCLUDING ATTORNEY'S FEES, INCURRED BY SELLER AS A RESULT OF THE FOREGOING. WITHOUT LIMITING THE FOREGOING, BUYER SHALL, AND SHALL CAUSE ITS REPRESENTATIVES TO, KEEP THE PROPERTY FREE AND CLEAR OF ANY MECHANICS' LIENS OR MATERIALMEN'S LIENS BEING CLAIMED BY, THROUGH OR UNDER BUYER AND/OR ITS REPRESENTATIVES AND RELATED TO ANY SUCH ACCESS PRIOR TO THE CLOSING DATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BUYER'S OBLIGATIONS UNDER THIS PARAGRAPH 8(d) SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT AND SHALL SURVIVE CLOSING AND THE DELIVERY OF THE SPECIAL WARRANTY DEED AT CLOSING.

9.Conditions to the Closing.

(a)Conditions Precedent to Buyer's Obligations. The Closing and Buyer's obligation to consummate the transactions contemplated by this Agreement and the exhibits attached hereto are subject to the satisfaction of the following conditions (which can be waived by Buyer):

(i)Seller's delivery of the items described in Paragraph 10(a) of this Agreement, not later than the Closing Date (unless otherwise provided).

(ii)Title Company's issuance or irrevocable commitment to issue on or before the Closing Date, a standard form Owner's Policy of Title Insurance (the “Title Policy”, as further defined in Paragraph 8(a) of this Agreement), in the amount of the Purchase Price, insuring Buyer as the fee simple owner of the Real Property to be conveyed hereunder, subject to the Permitted Exceptions.

(iii)Seller's representations and warranties contained in this Agreement shall be true and correct in all material respects as of the Closing, and Seller shall have otherwise performed in all material respects its obligations under this Agreement which are required to be performed by Seller prior to the Closing Date.

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(iv)Buyer shall have obtained the Required Consents at least three (3) days prior to Closing; provided, however, that nothing herein shall relieve Buyer from its obligations with respect to the Required Consents under this Agreement, including without limitation, under Paragraph 23(h) of this Agreement.

(b)Conditions Precedent to Seller's Obligations. The Closing and Seller's obligation to consummate the transactions contemplated by this Agreement and the exhibits attached hereto are subject to the satisfaction of the following conditions (which can be waived by Seller, with Limited Partner Consent):

(i)Buyer's delivery to Escrow Agent on or before the Closing Date, for disbursement as provided herein, of the Purchase Price (with credit for the Deposit), plus Buyer's share of costs (as set forth in Paragraph 12 of this Agreement), plus or minus prorations (as set forth in Paragraph 13 of this Agreement) and the other sums, documents and materials described in Paragraph 10(b) of this Agreement.

(ii)Buyer's representations and warranties contained in this Agreement shall be true and correct in all material respects as of the Closing, and Buyer shall have otherwise performed in all material respects its obligations under this Agreement which are required to be performed by it prior to the Closing Date.

(iii)Buyer shall have provided Seller with a copy of each Required Consent at least three (3) days prior to Closing.

(iv)The Housing Authority shall have provided any required consents or approvals of the transaction contemplated by this Agreement.

(v)Seller's mortgage lender shall have provided any required consents or approvals of the transaction contemplated by this Agreement. If the Close of Escrow does not occur due to the failure of the condition set forth in this Paragraph 9(b)(v), then Buyer shall receive a refund of the Deposit and the other provisions of Paragraph 9(c) of this Agreement shall govern.

(c)Failure of Conditions to Closing. If any of the conditions set forth in Paragraphs 9(a) or 9(b) of this Agreement are not timely satisfied or waived, or if this Agreement is otherwise terminated in accordance with the terms of this Agreement with reference to the provisions of this Paragraph 9(c), then:

(i)This Agreement and the rights and obligations of Buyer and Seller hereunder shall terminate, and this Agreement shall be of no further force or effect, except for those matters which, by the express terms of this Agreement, survive the termination of this Agreement; and

(ii)All documents deposited by Buyer shall be promptly returned by or through Escrow Agent to Buyer, and all documents deposited by Seller shall be promptly returned by or through Escrow Agent to Seller; and

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(iii)Except in the event that either Buyer or Seller is in default under this Agreement (in which case the provisions of Paragraph 20 of this Agreement shall apply) or in the event that Seller has an outstanding claim for indemnification under the terms of this Agreement (in which case Escrow Agent shall hold the Deposit and disburse the same as mutually agreed by Buyer and Seller, with Limited Partner Consent), all funds held by Escrow Agent for the benefit of Buyer (including, without limitation, the Deposit) shall be promptly delivered by Escrow Agent to Buyer, and all funds held by Escrow Agent for the benefit of Seller shall be promptly delivered by Escrow Agent to Seller, less, in each case, the amount of any fees and expenses required to be paid by such party under Paragraph 9(d) of this Agreement.

(d)Fees and Expenses. If this Agreement terminates because of the non-satisfaction of any condition to Closing, the fees and expenses of the Escrow Agent and/or the Title Company shall be borne one-half (1/2) by Seller and one-half (1/2) by Buyer (except in the event that either Buyer or Seller are in default under this Agreement, in which case the defaulting party shall pay the entire amount of such fees and expenses).

10.Deliveries to Escrow Agent.

(a)Seller's Deliveries. Seller hereby covenants and agrees to deliver or cause to be delivered to Escrow Agent, in the number of original counterparts requested by Escrow Agent, on or before the Closing Date the following instruments and documents, the delivery of each of which shall be a condition to Closing:

(i)Special Warranty Deed. The Special Warranty Deed, duly executed and acknowledged by Seller.

(ii)Non-Foreign Certificate. A Non-Foreign Certificate, duly executed by Seller (or, where appropriate, Seller's parent entity) in the form of Exhibit “C” attached hereto.

(iii)Lease Assignment. The Lease Assignment, duly executed by Seller.

(iv)General Assignment. The General Assignment, duly executed by Seller.

(v)Proof of Authority. Such proof of Seller's authority and authorization to enter into this Agreement and the documents to be executed and delivered in connection herewith, and the transactions contemplated hereby and thereby, and such proof of the power and authority of the individual(s) executing and/or delivering any instruments, documents or certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Title Company.

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(vi)Seller's Settlement Statement. A statement setting forth the Purchase Price and all prorations, adjustments, debits and credits pursuant to the terms of this Agreement, duly executed by Seller.

(vii)Rent Roll. An updated rent roll dated within ten (10) business days prior to the Closing.

(viii)Other Documents. Any and all documents reasonably required of Seller by the Housing Authority in connection with the Required Consents, duly executed by Seller; provided, however, that Seller shall not be obligated to incur any cost, expense or liability in connection therewith.

(b)Buyer's Deliveries. Buyer hereby covenants and agrees to deliver or cause to be delivered to Escrow Agent, in the number of original counterparts requested by Escrow Agent, on or before the Closing Date the following instruments, documents and funds, the delivery of each of which shall be condition to Closing:

(i)Purchase Price. The entire Purchase Price in accordance with the provisions of Paragraph 4 of this Agreement.

(ii)Costs; Prorations; Cash Balance. Buyer's share of costs and expenses as adjusted by the net adjustments, credits, prorations and other amounts due hereunder.

(iii)Lease Assignment. The Lease Assignment duly executed by Buyer.

(iv)General Assignment. The General Assignment duly executed by Buyer.

(v)Tenant Notice Letter. A sample Tenant Notice Letter duly executed by Buyer or Buyer's management company, which can be delivered to Tenants by either Seller or Buyer.

(vi)Section 42 Memorandum. The Section 42 Memorandum, duly executed and acknowledged by Buyer.

(vii)Guaranty. The Guaranty duly executed by each Guarantor.

(viii)Housing Authority Documents. Any and all documents required of Buyer by the Housing Authority, duly executed by Buyer.

(ix)Proof of Authority. Such proof of Buyer's and each Guarantor's authority and authorization to enter into this Agreement and the documents to be executed and delivered in connection herewith, and the transactions contemplated hereby and thereby, and such proof of the power and authority of the individual(s) executing and/or delivering any instruments, documents or certificates on behalf of Buyer and each Guarantor to act for and bind such entity as may be reasonably required by Title Company.

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(x)Buyer's Settlement Statement. A statement setting forth the Purchase Price and all prorations, adjustments, debits and credits pursuant to the terms of this Agreement, duly executed by Buyer.

(c)Other Required Documents. In addition, Buyer and Seller agree to execute such other instruments and documents as may be reasonably required in order to consummate the transactions contemplated in this Agreement and the exhibits attached hereto; provided, however, that such other instruments and documents are consistent with the terms hereof and thereof and are customarily executed and/or delivered in similar transactions. The obligations set forth in this Paragraph 10(c) of this Agreement shall survive Closing and the delivery of the Special Warranty Deed at Closing.

11.Title Insurance. At the Closing, the Escrow Agent shall direct the Title Company to issue the Title Policy to Buyer in the amount of the Purchase Price, as described in Paragraph 9(a)(ii) of this Agreement. In the event that Buyer desires to obtain (with respect to the Real Property and the Improvements to be conveyed hereunder) an extended coverage owner's policy of title insurance (“Extended Coverage Title Policy”) and/or any endorsements (“Endorsements”) to the Title Policy for the Real Property to be conveyed hereunder, Buyer shall notify Escrow Agent and Seller within five (5) business days after the Opening of Escrow. Buyer shall be responsible for the payment of the difference between (a) the cost of an Extended Coverage Title Policy, including any and all Endorsements and (b) the cost of a standard form Owner's Policy of Title Insurance (“Additional Title Policy Charge”). Buyer shall timely satisfy all additional requirements of the Title Company to the issuance of the Extended Coverage Title Policy and any Endorsements. If the Title Company requires a new Survey as a condition to the issuance of an Extended Coverage Title Policy, Buyer shall timely make the necessary arrangements to engage a surveyor, specify requirements, approve and pay the cost of, and otherwise cause a Survey to be timely obtained at Buyer's expense. Any such Survey shall be in a form acceptable to remove the survey exception(s) from the Title Policy as required by the Title Company and shall otherwise be in the following form: (i) the Survey shall be made in accordance with the “2011 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” as jointly established and adopted by American Land Title Association and National Society of Professional Surveyors; (ii) the Survey shall be certified by the surveyor to Seller, Buyer, Buyer's lender, if any, and the Title Company. If Buyer obtains a Survey, it shall deliver a copy of the Survey to Seller and Title Company. Buyer's ability to obtain the Extended Coverage Title Policy and/or any Endorsements shall not be a condition to the Closing.

12.Costs.

(a)Seller shall pay: (i) the cost of a standard form owner's Title Policy (without Endorsements); (ii) one-half (1/2) of all escrow fees and costs; (iii) any document recording charges to record the Special Warranty Deed; and (iv) Seller's share of prorations (as set forth in Paragraph 13 of this Agreement).

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(b)Buyer shall pay: (i) the cost of any Additional Title Policy Charge; (ii) all sales, excise, transfer or similar taxes; (iii) any other document recording charges (i.e. Buyer's financing documents, the Section 42 Memorandum, etc.); (iv) one-half (1/2) of all escrow fees and costs; (v) Buyer's share of prorations (as set forth in Paragraph 13 of this Agreement); and (vi) all fees and expenses associated with all consents or other approvals by the Housing Authority of the transactions contemplated by this Agreement and the exhibits attached hereto. In addition, Buyer shall pay one hundred percent (100%) of all costs of Buyer's due diligence, including, without limitation, all fees due its consultants, advisors and attorneys and all costs and expenses of any Survey or Phase I or other physical or environmental studies or examinations which Buyer desires to obtain, and all lenders' fees related to any financing to be obtained by Buyer.

(c)Except as otherwise expressly provided for herein, Buyer and Seller shall each pay their own respective legal and professional fees and fees of other consultants respectively incurred by each of Buyer and Seller.

(d)All other costs and expenses shall be allocated between Buyer and Seller in accordance with the customary practice of the County.

(e)The terms set forth in this Paragraph 12 shall survive Closing and the delivery of the Special Warranty Deed at Closing.

13.Prorations.

(a)General. Non-Delinquent Rents, revenues, receivables and other income, if any, from the Property, and real estate and personal property taxes and the operating expenses described below affecting the Property shall be prorated as of 11:59 P.M. on the day preceding the Closing. For purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and therefore entitled to the income and responsible for the expenses, for the entire day upon which the Closing occurs. Seller shall be entitled to all third party reimbursements and payments (including, without limitation, all Section 8 and similar payments) which relate to the period prior to the Closing. Buyer shall be entitled to all third party reimbursements and payments (including, without limitation, all Section 8 and similar payments) which relate to periods on or after the Closing. Buyer shall use commercially reasonable efforts to collect Non-Delinquent Rents after the Closing in accordance with its current business practices. If Buyer has not collected Non-Delinquent Rents with respect to one or more Tenants after using commercially reasonable efforts attempting to do so for at least sixty (60) days after the Closing, then Seller shall, within ten (10) business days after Buyer represents and evidences the same to Seller in writing, refund to Buyer the prorated amount of such Non-Delinquent Rents received by Seller from Buyer on the Closing relating to such Tenants. Any leasing commissions with respect to Tenants of the Property as of the Closing shall be the sole responsibility of Seller.

(b)Taxes and Assessments. All non-delinquent real estate and personal property taxes and assessments on the Property shall be prorated based on the tax bill for the fiscal year in which the Closing occurs. If the tax bill for the current fiscal year is not available, then the proration shall be based on the prior fiscal year's assessment; and the parties shall reprorate

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such real estate and personal property taxes and assessments upon the issuance of the final tax bill. If after the Closing, any supplemental real estate and personal property taxes and assessments are assessed against the Property by reason of any event occurring prior to the Closing, or if there is any refund or other reduction in the taxes or assessed value of the Property for any period prior to Closing, then Buyer and Seller shall re-prorate the real estate and personal property taxes and assessments following the Closing. Any delinquent real estate and personal property taxes and assessments on the Property shall be paid at the Closing from funds accruing to Seller.

(c)Delinquent and Past Due Rents. From and after the Closing, Buyer shall use its commercially reasonable efforts, in accordance with its current business practices (but shall not have an obligation to commence legal action), to collect any rents or other charges under the leases which are delinquent (i.e. more than thirty (30) days past due) as of the Closing. The amounts collected after the Closing from a Tenant shall be applied first to any Non-Delinquent Rents and other charges due as of the Closing, second to any rents and other charges then due for any period from and after the Closing, and third to any Past Due Rents (as defined in this Paragraph 13(c)) as of the Closing in reverse chronological order of the date such amounts became due. As an incentive to Buyer to attempt to collect delinquent rents due to Seller, Seller agrees that Buyer may retain twenty-five percent (25%) of the Past Due Rents which are collected by Buyer after the Closing. For purposes of this Paragraph 13(c), “Past Due Rents” are defined as those rents or other charges which are, upon the Closing, more than sixty (60) days past due. Past Due Rents do not include any Section 8 or similar payments, whether delinquent or not. All Section 8 and similar payments shall be prorated in accordance with Paragraph 13(a) of this Agreement.

(d)Operating Expenses. All utility service charges for electricity, heat and air conditioning service, other utilities, taxes (other than real estate and personal property taxes) such as rental taxes, other expenses incurred in operating the Property that Seller customarily pays, and any other costs incurred in the ordinary course of business or the management and operation of the Property shall be prorated on an accrual basis as of the Closing Date. Seller shall pay all such expenses that accrue prior to the Closing and Buyer shall pay all such expenses accruing on the Closing and thereafter. To the extent possible, Seller and Buyer shall obtain billings and meter readings as of the Closing to aid in such prorations.

(e)Service Contracts. Charges and prepayments under the Service Contracts shall be prorated on the basis of the periods to which such Service Contracts relate.

(f)Tenant Deposits and Prepaid Rents. Upon Closing, Seller shall retain any and all bank accounts, certificates of deposit, or any other cash or Cash Equivalent representing Tenant Deposits and prepaid rents and Buyer shall be credited and Seller shall be debited with an amount equal to the amount of the Tenant Deposits and prepaid rents. Upon the Closing, Buyer shall assume all of Seller's obligations with respect to the Tenant Deposits and prepaid rents.

(g)Funds. Buyer shall either (i) cause any person or entity that is holding Funds to return such Funds to Seller; (ii) pay Seller an amount equal to the amount of the Funds

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held by such person or entity, in which case Buyer shall retain such Funds; or (iii) replace the Funds held by such person or entity, in which case such Funds shall be returned to Seller.

(h)Rent Ready. Not more than forty-eight (48) hours prior to Closing, a representative of Buyer and Seller shall conduct an onsite walk-through of the then unoccupied rental units on the Property to determine whether any of such unoccupied rental units are in “rent ready” condition. With respect to any rental unit which is vacated on or before five (5) days prior to the Closing, Seller shall, at Seller's option, either (i) make such unoccupied rental unit into a “rent ready” condition, or (ii) provide Buyer with a credit against the Purchase Price due at Closing, which credit shall be equal to the amount, if any, reasonably required to put said unoccupied rental units in “rent-ready” condition, provided, however, that such credit shall not exceed Five Hundred Dollars ($500.00) per unoccupied rental unit. With respect to any rental unit which is vacated later than five (5) days prior to the Closing, Seller shall have no responsibility or liability to put such unoccupied rental unit into a “rent ready” condition, and Seller shall not have to compensate Buyer if such unit is not “rent ready” as of Closing. “Rent ready” condition shall mean Seller's current practice of placing units in “rent ready” condition.

(i)Method of Proration. All prorations shall be made in accordance with customary practice in the County, except as expressly provided herein. Such prorations, if and to the extent known and agreed upon as of the Closing, shall be paid by Buyer to Seller (if the prorations result in a net credit to Seller) or by Seller to Buyer (if the prorations result in a net credit to Buyer) by increasing or reducing the cash to be paid by Buyer at the Closing. Any such prorations not determined or not agreed upon as of the Closing shall be paid by Buyer to Seller, or by Seller to Buyer, as the case may be, in cash, as soon as practicable following the Closing, but in no event shall Buyer or Seller have any liability for any claim under this Paragraph 13 made more than twelve (12) months after the Closing. The terms set forth in this Paragraph 13 shall survive Closing and the delivery of the Special Warranty Deed at Closing.

14.Disbursements and Other Actions by Escrow Agent. On the Closing Date, Escrow Agent shall promptly undertake all of the following in the manner indicated in this Paragraph 14:

(a)Disbursements. Disburse all funds deposited with Escrow Agent by Buyer in payment of the Purchase Price (and in payment of any adjustments, credits and prorations to be charged to account of Buyer as set forth in Paragraph 13 of this Agreement) as follows:

(i)Deduct all items chargeable to the account of Seller pursuant to Paragraph 12 of this Agreement.

(ii)Deduct and disburse payment for obligations of Seller pursuant to Paragraph 8(a) of this Agreement.

(iii)If, as the result of the adjustments, credits and prorations pursuant to Paragraph 13 of this Agreement, amounts are to be charged to account of Seller, deduct the total amount of such charges.

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(iv)Disburse the remaining balance of the Purchase Price (and any adjustments, credits and prorations) to or at the direction of SHF in immediately available funds.

(b)Recording. Direct the Title Company to record the Special Warranty Deed, the Section 42 Memorandum and any other documents required by the Title Company or which the parties hereto may mutually direct to be recorded in the official records of the County and obtain conformed copies thereof for distribution to Buyer and Seller.

(c)Title Policy. Direct the Title Company to issue the Title Policy to Buyer.

(d)Delivery of Documents to Buyer. Deliver to Buyer any documents (or copies thereof) deposited with the Escrow Agent by Seller pursuant hereto.

(e)Delivery of Documents to Seller. Deliver to Seller any documents (or copies thereof) deposited with the Escrow Agent by Buyer pursuant hereto.

15.Seller's Representations and Warranties. Seller hereby warrants and represents to Buyer as of the date of this Agreement and as of the Closing Date as follows:

(a)Seller is a limited partnership duly organized and validly existing under the laws of the State of Missouri.

(b)Seller has all requisite corporate, company or partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The person signing this Agreement on behalf of Seller has the authority to do so.

(c)Upon execution by all parties thereto, this Agreement and all other agreements, instruments and documents required to be executed or delivered by Seller pursuant hereto have been or (if and when executed) will be duly executed and delivered by Seller, and are or will be the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, subject only to the effect of bankruptcy, insolvency or similar laws. Other than any approval of Seller's existing mortgage lender, the Required Consents and such consents as shall have been obtained prior to Closing, to Seller's actual knowledge, there are no other approvals, authorizations, consents or other actions by or filings which are required to be obtained or completed by Seller in connection with the execution and delivery of this Agreement or any of the exhibits attached hereto at Closing, or the sale of the Property or the consummation of the transactions contemplated hereunder or thereunder.

(d)The consummation of the transactions contemplated herein and the fulfillment of the terms hereof will not result in a material breach of any of the material terms or provisions of, or constitute a material default under, any material agreement or material document to which Seller is a party or by which it is bound.

(e)Seller is not a “foreign corporation”, “foreign partnership” or “foreign estate” as those terms are defined in the Code.

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(f)Seller is not a Prohibited Person.

(g)To Seller's actual knowledge, as of the date set forth thereon, (i) the rent roll attached hereto as Exhibit “H” (“Rent Roll”) lists all existing Tenant Leases related to the Property, and (ii) the information set forth on the Rent Roll with respect to rent, deposits, delinquencies and credits is true and correct, except for such inaccuracies which are not material when taken in the aggregate. To Seller's actual knowledge, as of the date set forth thereon, (A) the rent roll to be delivered to Buyer in connection with the Closing will list all then-existing Tenant Leases related to the Property and (B) the information set forth on such rent roll with respect to rent, deposits, delinquencies and credits will be true and correct, except for such inaccuracies which are not material when taken in the aggregate.

(h)To Seller's actual knowledge, it has received no written notices during the three (3) years prior to the date of this Agreement from any federal, state or local governmental authority of any zoning, safety, building, fire, environmental or health code violations with respect to the Property which have not been heretofore corrected. To Seller's actual knowledge, all permits, licenses and occupancy certificates necessary for the operation and occupancy of the Property have been obtained. To Seller's actual knowledge, Seller is in compliance, in all material respects, with all material state and municipal laws, ordinances and regulations regarding tenant security deposits and the payment of interest thereon. To Seller's actual knowledge, there are not presently any special assessment actions pending or overtly threatened against the Property. To Seller's actual knowledge, (i) it has received no written notices from any governmental authority regarding any claims relating to the presence or use of any Hazardous Materials at the Property in violation of any applicable law and (ii) except for Hazardous Materials used in the normal operation of the Property (such as cleaning materials, toner, etc.), it has not released any Hazardous Materials on or about the Property in violation of any applicable law.

(i)There is no litigation or proceeding (including, but not limited to, condemnation or eminent domain proceedings, arbitration proceedings or foreclosure proceedings) pending or, to Seller's actual knowledge, overtly threatened, against the Property except as disclosed to Buyer. Seller has not commenced bankruptcy or insolvency proceedings and, to Seller's actual knowledge, there are no overtly threatened bankruptcy or insolvency proceedings against Seller or any of its general partners.

(j)As used in this Agreement, (i) the phrase “to Seller's actual knowledge” or words of similar import means the actual knowledge, without independent inquiry or duty of investigation, of Clifton R. Cohn (notwithstanding anything to the contrary set forth in this Agreement, the foregoing individual shall not have any personal liability with respect to any matters set forth in this Agreement or any of Seller's representations and/or warranties herein being or becoming untrue, inaccurate or incomplete) but shall not include the knowledge, actual or implied, of any direct or indirect partner, principal, affiliate, independent contractor, consultant, property manager, asset manager or agent of Seller, or any employee of any thereof (i.e. Buyer acknowledges and agrees that the knowledge of any of the foregoing parties, including, without

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limitation, the property manager, shall not be imputed to Seller); and (ii) the phrase “Seller Qualification Matter” means any existing or new item, fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect or untrue in any material respect. If, prior to the Closing, to Seller's actual knowledge, there exists a Seller Qualification Matter, then Seller shall promptly give written notice thereof to Buyer. If, prior to the Closing, Buyer has actual knowledge of or is notified in writing of a Seller Qualification Matter by Seller or otherwise, then (x) Seller's representations and warranties shall be automatically amended and limited to account for such Seller Qualification Matter, and (y) Buyer shall have, as Buyer's sole and exclusive remedy therefore (unless such matter is cured, in which case Buyer shall have no remedy therefore), the right to terminate this Agreement prior to Closing by providing written notice thereof to Seller no later than three (3) business days after Buyer has actual knowledge of or is notified in writing of such Seller Qualification Matter (in which case the Deposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern). Notwithstanding anything herein to the contrary, if Buyer does not timely terminate this Agreement per the terms of this Paragraph 15(j), then (A) Seller's representations and warranties shall be automatically amended and limited to account for such Seller Qualification Matter, (B) Buyer shall be deemed to have waived Buyer's right to pursue any remedy for breach of the representation or warranty made untrue on account of such Seller Qualification Matter and (C) the parties shall proceed to the Closing.

(k)Seller shall indemnify and hold Buyer harmless from and against any and all claims, demands, liabilities, liens, costs, expenses, penalties, damages and losses suffered by Buyer as a result of any breach of warranty or representation made by Seller in this Paragraph 15 (except as provided in Paragraph 15(j) of this Agreement); provided, however, that the representations, warranties and indemnities set forth in this Paragraph 15 shall survive Closing and the delivery of the Special Warranty Deed at Closing for a period of six (6) months after the Closing and in no event shall Seller have any liability under this Paragraph 15 for any claim made after such period.

16.Buyer's Representations and Warranties. Buyer hereby warrants and represents to Seller as of the date of this Agreement and as of the Closing Date as follows:

(a)Purchaser is a corporation duly organized and validly existing under the laws of the State of California. As of the Closing Date, Buyer will be qualified to transact business in the State.

(b)Buyer has all requisite corporate, company or partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The person signing this Agreement on behalf of Buyer has the authority to do so.

(c)Upon execution by all parties thereto, this Agreement and all other agreements, instruments and documents required to be executed or delivered by Buyer pursuant hereto have been or (if and when executed) will be duly executed and delivered by Buyer, and are or will be the legal, valid and binding obligations of Buyer, enforceable against Buyer in

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accordance with their terms, subject only to the effect of bankruptcy, insolvency or similar laws. Other than the Required Consents and such consents as shall have been obtained prior to Closing, to Buyer's actual knowledge, there are no other approvals, authorizations, consents or other actions by or filings which are required to be obtained or completed by Buyer in connection with the execution and delivery of this Agreement or any of the exhibits attached hereto at Closing, or the sale of the Property or the consummation of the transactions contemplated hereunder or thereunder.

(d)The consummation of the transactions contemplated herein and the fulfillment of the terms hereof will not result in a material breach of any of the material terms or provisions of, or constitute a material default under, any material agreement or material document to which Buyer is a party or by which it is bound.

(e)Buyer is not a Prohibited Person.

(f)The name of the Guarantors are the correct legal names of the Guarantors. The financial information delivered by Buyer, any Guarantor (or any affiliate of Buyer or any Guarantor) or any of their attorneys, accountants, or officers to Seller regarding Buyer and/or such Guarantor is not misleading and is true and correct in all material respects. No Guarantor is a Prohibited Person. Each Guarantor owns a beneficial interest in Buyer and/or shall otherwise substantially benefit, directly or indirectly, from Buyer's completion of the transactions contemplated by the Agreement. Each Guarantor has received fair value and adequate consideration in exchange for its execution of the Guaranty and the performance of its obligations thereunder.

(g)To Buyer's actual knowledge, there are no actions, suits or proceedings pending or overtly threatened against Buyer which would prevent Buyer from acquiring the Property in accordance with the terms of this Agreement.

(h)Buyer shall indemnify and hold Seller harmless from and against any and all claims, demands, liabilities, liens, costs, expenses, penalties, damages and losses suffered by Seller as a result of any breach of warranty or representation made by Buyer in this Paragraph 16; provided, however, that the representations, warranties and indemnities set forth in this Paragraph 16 shall survive Closing and the delivery of the Special Warranty Deed at Closing for a period of six (6) months after the Closing and in no event shall Buyer have any liability under this Paragraph 16 for any claim made after such period.

17.AS-IS, WHERE IS, AND WITH ALL FAULTS CONDITION.

(a)Buyer does hereby acknowledge, represent, warrant and agree, to and with Seller, that (i) Buyer is purchasing the Property in an “AS IS, WHERE IS, AND WITH ALL FAULTS” condition with respect to any facts, circumstances, conditions and defects of all kinds; (ii) Seller has no obligation to repair or correct any such facts, circumstances, conditions or defects or compensate Buyer for same; (iii) Buyer is and will be relying strictly and solely upon the advice and counsel of its own agents and officers and such physical inspections, examinations and tests of the Property as Buyer deems necessary or appropriate under the circumstances, and Buyer is

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and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; (iv) Buyer has had and will have, pursuant to this Agreement, an adequate opportunity to make such legal, factual and other inquiries and investigations as Buyer deems necessary, desirable or appropriate with respect to the Property; (v) except as otherwise expressly provided in this Agreement, Seller is not making and has not made any warranty or representation with respect to the Property as an inducement to Buyer to enter into this Agreement and thereafter to purchase the Property, or for any other purpose; and (vi) by reason of all of the foregoing, from and after the Closing, Buyer shall assume the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the physical and other conditions of the Property and/or the operation of the Property, regardless of whether the same is capable of being observed or ascertained.

(b)EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH 15 OF THIS AGREEMENT, SELLER HAS NOT, DOES NOT AND WILL NOT, WITH RESPECT TO THE PROPERTY, MAKE ANY REPRESENTATIONS, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION OR MERCHANTABILITY, OR WITH RESPECT TO THE VALUE, PROFITABILITY OR OPERATING POTENTIAL OF THE PROPERTY.

(c)Except with respect to actions arising from a breach by Seller of its express representations and warranties contained in Paragraph 15 of this Agreement, notwithstanding any provision of this Agreement and the exhibits attached hereto to the contrary, Buyer hereby releases Seller from any liability, claims, damages, penalties, costs, fees, charges, losses, causes of action, demands, expenses of any kind or nature or any other claim it has or may have against Seller resulting from the presence, removal or other remediation of “Hazardous Materials” (as hereinafter defined) on or under the Real Property or which has migrated from adjacent lands to the Real Property or from the Real Property to adjacent lands.

(d)The term “Hazardous Materials” shall mean asbestos, any petroleum fuel and any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the state where the Property is located or the United States Government, including, but not limited to, any material or substance defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” “hazardous material” or “toxic pollutant” under state law and/or under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq.

(e)BUYER AGREES THAT, PRIOR TO THE COMPLIANCE EXPIRATION DATE, IT WILL NOT FILE AND/OR PURSUE A CONDOMINIUM MAP, DECLARATION OF CONDOMINIUM OWNERSHIP OR OTHER DEVICE FOR THE PURPOSE OF CREATING FRACTIONALIZED OWNERSHIP WITH RESPECT TO THE PROPERTY. BUYER FURTHER AGREES THAT, IF AT ANY TIME AT OR AFTER CLOSING, A CONDOMINIUM MAP, DECLARATION OF CONDOMINIUM OWNERSHIP OR OTHER DEVICE FOR THE PURPOSE OF CREATING FRACTIONALIZED OWNERSHIP IS MADE EFFECTIVE WITH RESPECT TO THE PROPERTY (WHETHER BY BUYER OR A

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SUCCESSOR OWNER), BUYER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER AND EACH OF ITS DIRECT AND INDIRECT PARTNERS AND PRINCIPALS AND THEIR RESPECTIVE AFFILIATES (INCLUDING ANY CONTRACTOR) FROM AND AGAINST ANY CLAIM MADE BY ANY OWNER OR OCCUPANT OF A RESIDENTIAL UNIT IN THE PROPERTY OR ANY OWNERS' ASSOCIATION OR SIMILAR ENTITY ACTING ON BEHALF OF UNIT OWNERS, AS WELL AS ALL RELATED LOSS, DAMAGE, LIABILITY, OBLIGATION, SUIT, CAUSE OF ACTION, JUDGMENT, SETTLEMENT, PENALTY, FINE OR COST OR EXPENSE (INCLUDING FEES AND DISBURSEMENTS OF ATTORNEYS AND OTHER PROFESSIONALS AND COURT COSTS). BUYER'S OBLIGATIONS UNDER THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE BASIS OF A CLAIM, AND SHALL EXTEND TO, AMONG OTHERS, CLAIMS BASED ON NEGLIGENCE ON THE PART OF SELLER OR ITS AFFILIATES (INCLUDING CONTRACTOR) OR ANY WARRANTY, INCLUDING WARRANTIES OF HABITABILITY, MERCHANTABILITY, WORKMANLIKE CONSTRUCTION AND FITNESS FOR USE OR ACCEPTABILITY FOR THE INTENDED PURPOSE. NOTHING HEREIN SHALL PERMIT BUYER TO TAKE ANY ACTION WHICH CONFLICTS WITH PARAGRAPH 23 OF THIS AGREEMENT OR THE SECTION 42 MEMORANDUM.

(f)The provisions of this Paragraph 17 shall survive any termination of this Agreement and shall survive Closing and the delivery of the Special Warranty Deed at Closing.

18.Closing. The purchase and sale of the Property shall be consummated (the “Closing”) on or before the thirtieth (30th) day after the later of (x) the date Buyer and/or Seller obtains all Required Consents (each party shall promptly notify each other party to this Agreement and the Escrow Agent upon receipt of same) and (y) the Contingency Expiration Date, but in no event shall the Closing occur later than December 30, 2011 (the “Outside Closing Date”), time being of the essence. The Closing shall take place at the offices of the Escrow Agent, or via an escrow administered by the Escrow Agent pursuant to escrow instructions mutually agreed upon among the parties and consistent with the terms of this Agreement. Buyer is entitled to extend the Outside Closing Date for a period of up to thirty (30) days following the Outside Closing Date as originally set forth in the first sentence of this Paragraph 18; provided, however, that (A) Seller and Escrow Agent shall receive written notice (the “Extension Notice”) of Buyer's election to extend the Outside Closing Date on or before five (5) business days prior to the Outside Closing Date set forth in the first sentence of this Paragraph 18 and (B) concurrently with the Extension Notice, Buyer delivers to Escrow Agent cash or Cash Equivalent in the amount of Fifty Thousand Dollars ($50,000,000.00) (the “Extension Deposit”). The Extension Deposit shall be non-refundable, unless this Agreement is terminated in accordance with the provisions of Paragraphs 20(a) of this Agreement or if Buyer is expressly entitled to a refund of the Deposit pursuant to Paragraph 9(c) or any other provision of this Agreement. The Extension Deposit shall be credited toward the payment of the Purchase Price upon Closing. Seller shall be entitled to extend the Outside Closing Date for a period of up to thirty (30) days following the Outside Closing Date set forth in the first sentence of this Paragraph 18 (or following such later date as Buyer may have extended such date pursuant to a valid Extension Notice) by providing written notice thereof to Buyer and Escrow Agent on or before three (3) business days prior to such Outside Closing Date.

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19.Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered (including by means of professional messenger service) or sent by registered or certified mail, postage prepaid, return receipt requested, or by a nationally recognized overnight courier service that provides tracing and proof of receipt of items mailed or by facsimile transmission followed by delivery of a hard copy. Such notices or other communications shall be deemed received: (1) if personally delivered, when so personally delivered, (2) if sent by mail, two business days after deposited with the United States postal service, (3) if sent by overnight courier service, the business day after deposited with such service or (4) if sent by facsimile, when transmitted (with proof of transmission).

To Seller:Truman Farm Villas, L.P.

c/o The Yarco Companies

3770 Broadway

Kansas City, Missouri 64111

Attn:Clifton R. Cohn

Fax:(816) 6561-4240

With a copy to:SunAmerica Affordable Housing Partners

1 SunAmerica Center, 36th Floor

Los Angeles, California 90067-6022

Attn:Thomas Musante

Fax :(310) 772-6794

And with a copy to:Bouza, Klein & Kaminsky

950 S. Flower Street, Suite 100

Los Angeles, California 90015

Attn:Joseph S. Klein, Esq.

Fax:(213) 488-1316

To Buyer:Steadfast Asset Holdings, Inc.

18100 Von Karman, Suite 500

Irvine, California 92612

Attn: Ana Marie del Rio, Esq.

Fax No.: (949) 852-0143

With a copy to:Katten Muchin Rosenman LLP

2900 K Street NW, North Tower - Suite 200

Washington, DC 20007-5118

Attn: Virginia Davis, Esq.

Fax: (202) 298-7570

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To Escrow Agent:Chicago Title Insurance Company

5400 LBJ Freeway, Suite 1450

Dallas, Texas 75240

Attn:Nancy Shirar

Fax:(972) 770-2361

Notice of change of address shall be given by written notice in the manner detailed in this Paragraph 19.

20.Default. If either party defaults in its obligation to complete the transaction contained in this Agreement, the parties agree to the following remedies:

(a)Breach by Seller. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED DO NOT OCCUR AS HEREIN PROVIDED BY REASON OF A BREACH OF ANY OF THE TERMS OF THIS AGREEMENT BY SELLER, WHICH BREACH IS NOT CURED WITHIN TEN (10) BUSINESS DAYS AFTER SELLER RECEIVES WRITTEN NOTICE THEREOF FROM BUYER, SUCH BREACH SHALL CONSTITUTE A DEFAULT UNDER THIS AGREEMENT AND BUYER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND BE RELEASED FROM ITS OBLIGATION TO PURCHASE THE PROPERTY FROM SELLER. IN THE EVENT OF TERMINATION OF THIS AGREEMENT UNDER THIS PARAGRAPH 20(a), BUYER SHALL, AS BUYER'S SOLE AND EXCLUSIVE REMEDY THEREFORE, BE ENTITLED TO A REFUND OF THE DEPOSIT AND TO RECOVER BUYER'S REASONABLE AND ACTUAL OUT-OF-POCKET COSTS (DOCUMENTED BY PAID INVOICES TO THIRD PARTIES) INCURRED WITH RESPECT TO THIS AGREEMENT, THE TRANSACTION DESCRIBED HEREIN AND THE DUE DILIGENCE PERFORMED IN CONNECTION HEREWITH, NOT TO EXCEED $150,000.00 IN THE AGGREGATE. EXCEPT AS SET FORTH IN THIS PARAGRAPH 20(a), BUYER SHALL HAVE NO RIGHT TO RECEIVE ANY EQUITABLE RELIEF. BUYER EXPRESSLY WAIVES ANY RIGHT UNDER THE LAW OF THE STATE OR AT COMMON LAW OR OTHERWISE TO RECORD A LIS PENDENS OR A NOTICE OF PENDENCY OF ACTION OR SIMILAR NOTICE AGAINST ALL OR ANY PORTION OF THE PROPERTY IN CONNECTION WITH ANY ALLEGED DEFAULT BY SELLER HEREUNDER. NOTWITHSTANDING THE FOREGOING, IF SELLER SHALL BREACH THIS AGREEMENT SOLELY BY FAILING TO DELIVER THE SPECIAL WARRANTY DEED OR ANY OF THE OTHER DOCUMENTS SET FORTH IN PARAGRAPH 10(a) OF THIS AGREEMENT AND BUYER HAS TIMELY PERFORMED ALL OF ITS COVENANTS AND CONDITIONS UNDER THE TERMS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, DEPOSITING THE PURCHASE PRICE into ESCROW) AND IS OTHERWISE PREPARED TO CLOSE THIS TRANSACTION, THEN, AND ONLY THEN, BUYER SHALL BE ENTITLED TO ELECT THE ALTERNATIVE REMEDY OF SPECIFIC PERFORMANCE. THE FOREGOING OPTIONS ARE MUTUALLY EXCLUSIVE AND ARE THE SOLE AND EXCLUSIVE RIGHTS AND REMEDIES AVAILABLE TO BUYER AT LAW OR IN EQUITY IN THE EVENT OF A SELLER BREACH OF OR DEFAULT UNDER THIS AGREEMENT PRIOR TO

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THE CLOSING. NOTWITHSTANDING THE FOREGOING, BUYER SHALL BE CONCLUSIVELY AND IRREVOCABLY DEEMED TO WAIVED THE REMEDY OF SPECIFIC PERFORMANCE IF BUYER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN THE COUNTY AND STATE IN WHICH THE PROPERTY IS LOCATED ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE OUTSIDE CLOSING DATE OR EARLIER DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED.

(b)Breach by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED DO NOT OCCUR AS HEREIN PROVIDED BY REASON OF A BREACH OF ANY OF THE TERMS OF THIS AGREEMENT BY BUYER, WHICH BREACH IS NOT CURED WITHIN TEN (10) BUSINESS DAYS AFTER BUYER RECEIVES WRITTEN NOTICE THEREOF FROM SELLER OR SHF, SUCH BREACH SHALL CONSTITUTE A DEFAULT UNDER THIS AGREEMENT AND SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER AS A RESULT OF SUCH BREACH. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), THE AMOUNT OF THE DEPOSIT. SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF OR DEFAULT UNDER THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. BUYER HEREBY AUTHORIZES AND INSTRUCTS ESCROW AGENT TO DISBURSE THE DEPOSIT TO SELLER THIRTY (30) DAYS FOLLOWING NOTICE OF A BREACH AS SET FORTH IN THIS PARAGRAPH 20(b) UNLESS (i) SELLER (WITH LIMITED PARTNER CONSENT) AND BUYER OTHERWISE AGREE IN WRITING OR (ii) BUYER OBTAINS THE ORDER OF A COURT OF COMPETENT JURISDICTION PREVENTING ESCROW AGENT FROM MAKING SUCH DISBURSEMENT. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF THE LAW OF THE STATE, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO THE LAW OF THE STATE. UPON DEFAULT BY BUYER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW AGENT AND EXCEPT FOR THOSE MATTERS WHICH, BY THE EXPRESS TERMS OF THIS AGREEMENT, SURVIVE THE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, SELLER'S RIGHT TO OBTAIN LIQUIDATED DAMAGES SHALL IN NO

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EVENT LIMIT SELLER'S RIGHT TO ENFORCE AND COLLECT UPON ANY INDEMNIFICATION RIGHTS AFFORDED UNDER THIS AGREEMENT.

/s/ DD	/s/ CC
PURCHASER'S INITIALS	SELLER'S INITIALS

21.Damage, Destruction or Condemnation. If prior to the Closing, there occurs any destruction of or damage or loss to the Property or any portion thereof from any cause whatsoever, including, but not limited to, any flood, accident or other casualty which, according to Seller's good faith estimate (the “Estimate”), would cost, with respect to the Property, more than the Threshold Amount to repair, or any condemnation proceedings are commenced or overtly threatened which would involve the taking of any portion of the Property valued at more than the Threshold Amount, then Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Agent within ten (10) days after Buyer's receipt of Seller's written Estimate of the amount of such cost or the scope of any taking, to either (a) terminate this Agreement, in which case the Deposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern, or (b) accept the Property in its then condition and proceed with the Closing, in which case Buyer shall receive a credit against the Purchase Price equal to the amount of the deductible under Seller's insurance policies (to the extent not satisfied by Seller prior to Closing), and Seller shall assign to Buyer its rights to any insurance proceeds or condemnation award received as a result of such event. Buyer's failure to deliver such notice within the time period specified shall be deemed to constitute Buyer's election to terminate this Agreement. In the event the Estimate of the cost of repair or the amount of the taking, with respect to the Property, is less than or equal to the Threshold Amount, then Buyer shall not have the option to terminate this Agreement, and the parties shall proceed to the Closing, in which case Buyer shall, (x) in the event of a casualty to the Property, receive a credit against the Purchase Price equal to the amount of the deductible under Seller's insurance policies (to the extent not satisfied by Seller prior to Closing) (or the Estimate amount if such casualty is not covered by Seller's insurance policy), and Seller shall assign to Buyer its rights to any insurance proceeds received as a result of such event and (y) in the event of a condemnation relating to the Property, Seller shall assign to Buyer its rights to any condemnation award received as a result of such event.

22.Brokerage. Buyer and Seller warrant that they have had no dealings with any real estate brokers in connection with the transaction set forth herein other than Broker. Seller shall pay Broker a commission pursuant to a separate agreement. Seller shall not be responsible for any commissions, finder's fees or similar compensation to any other broker or similar person. Buyer shall have the right, but not the obligation, to utilize the services of a real estate broker other than Broker; provided, however, that Buyer shall be solely responsible for the payment of any and all commissions, finder's fees or similar compensation to such broker that Buyer might employ. Seller and Buyer each warrant to the other that, except for the Broker, neither has dealt with or engaged any other brokers, realtors, finders or agents in connection with the negotiation of this Agreement. Seller and Buyer shall defend, indemnify and hold each other harmless from any cost or liability for any compensation, commission or charges claimed by any other brokers, realtors, finders or agents claiming by, through or on behalf of the respective indemnitor. This

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covenant shall survive any termination of this Agreement and shall survive Closing and the delivery of the Special Warranty Deed at Closing.

23.Tax Credits.

(a)Tax Credits and Affordability Requirements. Seller acquired, developed, owned and operated the Property as a project intended to generate tax credits (“Tax Credits”), including, without limitation, low-income housing tax credits under Section 42 of the Code and the Treasury Regulations promulgated thereunder (collectively, “Section 42”). The Property is subject to regulatory and other agreements recorded against the Real Property and relating to income, rent or other affordable housing restrictions (collectively referred to as the “Regulatory Agreements”). In order to maintain and preserve the Tax Credits, the Property must be operated in compliance with the Regulatory Agreements and all applicable rules, procedures, regulations, guidelines and other requirements under Section 42 and all other applicable federal, state or local affordable housing laws, regulations and other requirements relating to the Property (collectively, the “Tax Credit Laws”). Buyer acknowledges that the failure to operate the Property in compliance with the Regulatory Agreements and Tax Credit Laws may cause the recapture (and/or related liability) of all or a portion of such Tax Credits and/or result in other significant damages and economic loss related to the Tax Credits.

(b)Covenants. Buyer hereby covenants to Seller that, from and after Closing:

(i)Buyer, at its sole cost and expense and for the duration of all applicable time periods, shall (x) assume, undertake and cause to be performed all of the obligations under the Regulatory Agreements and the Tax Credit Laws applicable to the Property, including, without limitation, all ownership and operating restrictions and all tenant qualification and rent restrictions applicable to the Property, and (y) make timely, accurate and complete submissions of all reports to governmental agencies and any other reports reasonably required to be delivered with respect to the Property pursuant to the Tax Credit Laws, the Regulatory Agreements and any other documents or regulations related to the Tax Credits (including, without limitation, any applicable Housing Authority monitoring requirements); and

(ii)For all periods through the Compliance Expiration Date, Buyer shall prepare and deliver to Seller the following documentation (Buyer acknowledges and agrees that Buyer is required to make all appropriate filings for periods ending on or before the Compliance Expiration Date, even though such filings may be due after the Compliance Expiration Date):

(A)Within ten (10) days after the occurrence of any event that a management agent or owner experienced in the Section 42 tax credit program would reasonably expect may result in the recapture of any Tax Credits with respect to the Property or the violation of any Regulatory Agreement, a report regarding such event, any documentation relating thereto, and the expected resolution of such event, including, without limitation:

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(1)Upon the occurrence of any natural disaster and/or widespread property damage having an adverse impact on the physical condition of the Property, a report of the extent of the damage to the Property, any expected delay in construction or rehabilitation, and the effect such damage might have on the operations or leasing activity of the Property;

(2)Upon learning of any violation of any health, safety, building code, or other statute or regulation which could reasonably be expected to affect the availability of any unit included in the Property for rental, a detailed statement describing such matters along with any written notices thereof received by Buyer from any federal, state, or local government entity; and

(3)A notice of any default by Buyer with respect to any loan secured by the Property and/or any interest therein.

(B)Within five (5) business days after receipt by Buyer:

(1)Copies of all notices of noncompliance or Internal Revenue Service (“IRS”) Form 8823 issued by the Housing Authority or notice of any IRS proceeding involving Buyer and/or the Property; and

(2)Copies of all reports, legal proceedings or notices of alleged violations, and notices of all actions taken, or proposed to be taken affecting Buyer or the Property by any governmental or quasi-governmental agency or other person or entity that, individually or collectively, would or, with notice or passage of time or both, may result in the recapture of any Tax Credits or the violation of any Regulatory Agreement.

(C)Within thirty (30) days after receipt by Buyer, copies of any reports issued by the Housing Authority, or its agent, with respect to the Property.

(D)Contemporaneously with their submission to any Housing Authority, copies of all reports and information required by such agency or its agents with respect to the Property, including, without limitation, IRS Form 8703 and any Housing Authority annual compliance certification.

(iii)Upon Seller's reasonable request, Buyer shall deliver to Seller copies of any back-up or supporting documentation in Buyer's possession or control relating to any obligation of Buyer under this Paragraph 23.

(c)Indemnification. As a material inducement for Seller to enter into this Agreement, Buyer and, by virtue of its execution of the Guaranty, each Guarantor (Buyer and each Guarantor, an “Indemnitor”), jointly and severally, hereby agree to indemnify and hold Seller and its direct and indirect partners, principals, affiliates, and all of their respective employees, agents and asset managers (collectively, the “Seller Indemnified Parties”) free and harmless from: (i) the amount of any recapture of any Tax Credits; (ii) any penalties, interest or other claims by

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the IRS or any other governmental agency in connection with the Tax Credits; and (iii) any liabilities, claims, damages, penalties, costs, fees, charges, losses, causes of action, demands, and expenses of any kind or nature, including attorneys' and accountants' fees (collectively “Losses”), which Losses are related to, arise out of or are in any way connected with (A) the breach of any of the covenants in this Paragraph 23; (B) the violation of any Regulatory Agreement; or (C) any failure to maintain ownership, use and operation of the Property in accordance with the Tax Credit Laws; provided, however, that the indemnity set forth in this Paragraph 23(c) shall not apply to any Prior Noncompliance to the extent provided in Paragraph 23(f) of this Agreement.

(d)Further Covenants. Buyer hereby further covenants and agrees that, prior to the Compliance Expiration Date, Buyer shall not, directly or indirectly, sell, transfer or otherwise convey the Property or, in the aggregate, fifty percent (50%) or more of the equity (or any other controlling interest) in the Property, unless the prospective buyer expressly assumes, in form and substance satisfactory to Seller, all obligations of Buyer under this Paragraph 23 including, without limitation, Buyer's indemnity obligations set forth in Paragraph 23(c) of this Agreement. Notwithstanding anything to the contrary contained herein, following any sale, transfer or other conveyance of any or all of the interests in the Property, directly or indirectly (whether occurring before or after the Compliance Expiration Date), each Indemnitor shall remain directly liable to the Seller Indemnified Parties and shall not be released from any obligations to the Seller Indemnified Parties under this Paragraph 23, whether accruing before or after the date of such sale, transfer or other conveyance.

(e)Memorandum of Agreement. Buyer shall execute and deliver the Section 42 Memorandum at Closing, which shall be recorded in the real property records of the County. The Section 42 Memorandum shall be subordinate to the rights of any lender financing Buyer's acquisition of the Property and any refinancing(s) thereof. Upon request, Seller shall execute such further documents and instruments as may reasonably be necessary to evidence the subordination of its rights hereunder to the rights of such lienholder(s).

(f)Prior Non-Compliance. Except as otherwise set forth in this Paragraph 23, Buyer shall have no obligations or liabilities to the Seller Indemnified Parties, whether to indemnify, perform covenants, or to pay any damages, costs, or expenses, with respect to any noncompliance with any Regulatory Agreement or with the Tax Credit Laws, to the extent such noncompliance occurred prior to Closing (“Prior Noncompliance”). Buyer shall promptly notify Seller of any Prior Noncompliance of which it becomes aware. Notwithstanding anything to the contrary set forth herein, Buyer agrees to reasonably cooperate and/or jointly undertake with Seller, at Seller's expense, any corrective action Seller determines is necessary to remedy the Prior Noncompliance or to mitigate Seller's liability with respect thereto, including, without limitation, allowing Seller and its Representatives to have access to the Property and the Property files and to communicate directly with the tenants and other appropriate persons as to any such matters.

(g)Covenant Regarding Change of Status. Buyer hereby covenants that it shall not, prior to Closing, contact any federal, state or local governmental or quasi-governmental authority, tenant, tenant association, tenant's rights group, or similar person or organization,

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regarding the feasibility or possibility of changing the status of the Property from an affordable housing project as currently operated, or modifying any Regulatory Agreement, whether any such change would occur prior to or after the expiration of the Tax Credits, or in any way indicate the intention to do the same. Any breach of this covenant by Buyer, whether occurring before or after the date of this Agreement, shall constitute a default hereunder by Buyer, in which event Seller (with Limited Partner Consent) may elect to terminate this Agreement by delivering notice to Buyer and Escrow Agent of such election, whereupon this Agreement shall be terminated and the Deposit shall be retained by Seller (and the other provisions of Paragraphs 9(c) and 20(b) of this Agreement shall govern).

(h)Regulatory Approval.

(i)Buyer's Obligations. In connection with all Required Consents, including, without limitation, the consent and approval of the Housing Authority, Buyer covenants to timely: (x) pay all fees and costs required by the Housing Authority in connection with such consents and approvals; and (y) deliver all documents, certifications, information, representations, agreements and other materials reasonably required to obtain such Required Consents. Buyer shall timely (and in any event within fifteen (15) days after the Opening of Escrow) file all applications required by the Housing Authority for its consent and approval to the transactions contemplated herein and shall promptly respond to all additional requests of the Housing Authority for additional information. Buyer shall use its good faith and commercially reasonable efforts to timely obtain all Required Consents. Buyer shall keep Seller timely informed of the consent process and the status of its efforts. Seller shall reasonably cooperate with Buyer's efforts to obtain the Required Consents but Seller shall not be obligated to incur any cost, expense or liability in so doing and Buyer shall indemnify Seller as set forth in Paragraph 7(d) of this Agreement in connection with such efforts.

(ii)Failure to Obtain Consent. In the event all Required Consents have not been obtained at least one (1) business day prior to the Outside Closing Date (as the same may be extended in accordance with the terms of Paragraph 18 hereof), this Agreement shall be terminated (in which case the provisions of Paragraph 9(c) of this Agreement shall govern).

(i)Third Party Beneficiary. The provisions of this Paragraph 23 shall inure to the benefit of both Seller and SHF (which is expressly made a third party beneficiary of this Agreement and the exhibits attached hereto, with the right to take direct action hereon and to exercise any rights or remedies afforded to Seller hereunder), and each of their respective successors and assigns, and shall bind the heirs, executors, administrators, successors and assigns of Buyer.

(j)Survival. The provisions of this Paragraph 23 shall survive Closing and the delivery of the Special Warranty Deed at Closing.

24.Miscellaneous.

(a)Partial Invalidity. If any term or provision of this Agreement or the exhibits

33

attached hereto or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement and the exhibits attached hereto, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement and the exhibits attached hereto shall be valid and shall be enforced to the fullest extent permitted by law.

(b)No Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act.

(c)Successors and Assigns. This Agreement and the exhibits attached hereto shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto.

(d)Entire Agreement. This Agreement (including all exhibits attached hereto) is the final expression of, and contains the entire agreement among, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. Neither this Agreement nor any of the other documents to be executed hereunder may be modified, changed, supplemented or terminated, nor may any obligations hereunder or thereunder be waived, except by written instrument signed by the party to be charged (and in the event Seller is to be charged, with Limited Partner Consent) or as otherwise expressly permitted herein. The parties do not intend to confer any benefit hereunder on any person, firm or corporation other than the parties hereto and their permitted successors and assigns.

(e)Time of Essence. The parties hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision of this Agreement and that failure to timely perform any of the terms, conditions, obligations or provisions of this Agreement by either party shall constitute a material breach of and a non-curable (but waivable in accordance with Paragraph 24(d) of this Agreement) default under this Agreement by the party so failing to perform.

(f)Construction. Headings at the beginning of each paragraph and subparagraph are solely for the convenience of the parties and are not a part of this Agreement. Whenever required by the context of this Agreement and the exhibits attached hereto, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement and the exhibits attached hereto shall not be construed as if they had been prepared by one of the parties, but rather as if all parties had prepared the same. Unless otherwise indicated, all references to paragraphs and subparagraphs are to this Agreement.

(g)Governing Law. The parties hereto acknowledge that this Agreement has been negotiated and entered into in the State. The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance

34

with the laws of the State. Any dispute arising under this Agreement or the documents referred to herein will be adjudicated exclusively in the courts of the State with venue in the County.

(h)Non-Binding. No party shall have any legal rights or obligations with respect to any other party, and no party should or may take any action or fail to take any action in detrimental reliance, unless and until this Agreement is executed by all of the parties hereto.

(i)Exhibits. All exhibits referred to in this Agreement are attached hereto and are fully incorporated herein by this reference as though set forth at length herein.

(j)Assignment. Buyer shall not assign its rights under this Agreement. Notwithstanding the foregoing sentence, prior to Closing Purchaser may assign its rights under this Agreement to a Permitted Assign; provided, however, that prior to such assignment, each Guarantor shall have executed and delivered to Seller a consent to such assignment in form attached hereto as Exhibit “K”; provided, further, that such assignee shall assume all of Purchaser's obligations under this Agreement; provided, further, that Purchaser shall remain jointly and severally liable with its Permitted Assign for all obligations of Buyer under this Agreement and under the documents to be executed and delivered in connection herewith. This Agreement and the documents to be executed and delivered hereunder may be assigned by Seller to any affiliate of any partner of Seller. Notwithstanding any assignment or any other provision of this Agreement to the contrary, in no event shall Buyer or any Guarantor be released from any of its obligations under this Agreement and/or the exhibits attached hereto, including, without limitation, the indemnification obligations under Paragraph 23(c) of this Agreement. The obligations of Guarantors under the Guaranty may not be assigned by any such Guarantor under any circumstances. In the event of any assignment permitted in accordance with the provisions of this Paragraph 24(j), the closing documents shall, where appropriate, reflect the name of Permitted Assign rather than Purchaser.

(k)Counterparts. This Agreement may be executed in counterparts, each of which shall constitute a separate document but all of which together shall constitute one and the same agreement. Signature pages may be detached and reattached to physically form one document. This Agreement may be executed by facsimile or electronic (scanned) signature.

(l)Further Assurances. To the extent consistent with the terms of this Agreement and customarily executed and/or delivered in similar transactions, Buyer and Seller will make, execute, and deliver such documents and undertake such other and further acts as may be reasonably necessary to complete the transaction contemplated herein.

(m)Third Party Beneficiary. Except for SHF, which is expressly made a third party beneficiary of this Agreement, no term or provision of this Agreement or the documents to be executed and delivered hereunder is intended to be, nor will any such term or provision be construed to be, for the benefit of any person, firm, corporation or other entity not a party hereto (including, without limitation, any broker), and no other person, firm, corporation or entity will have any right or cause of action hereunder.

35

(n)No Recording. The provisions of this Agreement will not constitute a lien on the Property and neither this Agreement nor any notice or memorandum of this Agreement will be recorded by Buyer.

(o)Business Days. If, under the terms of this Agreement, the time for the performance of any act, giving of notice, or making any payment falls on a Saturday, Sunday, or legal holiday, such time for performance shall be extended to the next succeeding business day.

(p)Limited Partner of Seller. Buyer acknowledges that each limited partner (“Limited Partner”) of Seller, including, without limitation, SHF, is a limited partner of Seller and, therefore, does not have any personal liability for Seller's obligations. Even though any such Limited Partner may have been involved in the preparation, negotiation and consummation of this Agreement and the exhibits attached hereto, such involvement does not, in any manner whatsoever, modify or change any such Limited Partner's status as a limited partner of Seller. Buyer has no claim against any Limited Partner (or any of its direct or indirect partners, principals, asset managers, contractors, agents, affiliates, successors or assigns) for the obligations of Seller hereunder.

(q)1031 Exchange. Any party may consummate the purchase or sale (as applicable) of the Real Property to be conveyed hereunder as part of a so-called like-kind exchange (an “Exchange”) pursuant to Section 1031 of the Code, as amended; provided, however, that: (i) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party's obligations under this Agreement; (ii) any assignment of this Agreement necessary to effect its Exchange shall comply with all of the terms of this Agreement; (iii) no party shall be required to take an assignment of any agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; (iv) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange; and (v) the non-exchanging party shall not incur any liabilities. No party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with Section 1031 of the Code. Subject to the provisions of this Paragraph 24(q), each party shall cooperate with the other party in effecting an Exchange.

(r)Confidentiality. Buyer shall treat this Agreement and the Property Files as confidential in all respects and shall not disclose the existence of this Agreement, the terms of this Agreement, the Property Files or the results of its due diligence under this Agreement without the advance written consent of Seller, except for (i) disclosure only to the extent reasonably necessary to Buyer's Representatives in connection with the transactions contemplated hereby or, after the Closing Date, for the operation of the Property; (ii) disclosure required by law or by regulators, including in response to a subpoena or similar process or as part of a filing required to be made under securities laws; (iii) disclosure in connection with litigation to enforce the terms

36

of this Agreement; (iv) disclosure by a party required to satisfy a condition precedent to Closing; and (v) after the Closing Date, the fact of the purchase of the Property, the Purchase Price, the identity of the Seller (but not the members thereof) and other publicly available information.

(s)SHF Consent. Notwithstanding anything contained herein to the contrary, Seller cannot, without first obtaining Limited Partner Consent: (a) amend this Agreement; (b) waive any rights Seller may have under this Agreement; (c) incur any non-customary charges or expenses in connection with the transactions contemplated by this Agreement and/or (d) incur any additional liabilities (except as expressly contemplated hereunder) in connection with the transactions contemplated by this Agreement. In addition, if the consent of Seller is required under this Agreement and/or requested of Seller, Seller shall not grant such consent without first obtaining Limited Partner Consent.

(t)Survival. The provisions of this Paragraph 24 shall survive any termination of this Agreement and shall survive Closing and the delivery of the Special Warranty Deed at Closing.

(u)Merger. All provisions of this Agreement (except for the terms of this Agreement which expressly survive Closing and the delivery of the Special Warranty Deed at Closing) shall merge into the Special Warranty Deed with the delivery of the Special Warranty Deed, and the delivery of the Special Warranty Deed to Buyer shall constitute the full performance of Seller under this Agreement.

(v)Record Access and Retention. To the extent Seller possesses or controls the same, prior to Closing, Seller shall use commercially reasonable efforts to provide Buyer with copies of, or reasonable access to, such factual information as may be reasonably requested by Buyer in connection with an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one (1) prior calendar year (provided, however, such audit shall not include an audit of management fees or interest expenses attributable to the Seller). Buyer shall be responsible to engage the auditor and to pay all costs associated with such audit. Notwithstanding anything in this Paragraph 24(v) to the contrary, Seller shall not have or be required to incur any cost, expense or liability in connection with such audit.

<Parties' Signatures On Next Page>

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

SELLER:

Truman Farm Villas, L.P., a Missouri limited partnership

By:Truman Farms-Yarco, LLC, a Missouri limited liability company, its general partner

By:/s/ Clifton R. Cohn

Name:Clifton R. Cohn

Title:Manager

PURCHASER:

Steadfast Asset Holdings, Inc., a California corporation

By:/s/ Dinesh Davar

Name: Dinesh Davar

Title:CFO

Signature page for REAL ESTATE PURCHASE AND SALE AGREEMENT WITH ESCROW INSTRUCTIONS dated as of November 3, 2011 by and between Truman Farm Villas, L.P., a Missouri limited partnership and Steadfast Asset Holdings, Inc., a California corporation

S-1

ACCEPTANCE BY CHICAGO TITLE INSURANCE COMPANY

Chicago Title Insurance Company, referred to in this Agreement as the “Escrow Agent” and “Title Company,” hereby acknowledges receipt of the Initial Deposit in the amount of Two Hundred Thousand Dollars ($200,000.00), together with a fully executed copy of this Agreement. Chicago Title Insurance Company certifies that it has received and understands this Agreement and hereby accepts the obligations of the Escrow Agent and the Title Company as set forth herein, including, without limitation, its agreement to hold the Deposit and disburse same, in strict accordance with the terms and provisions of this Agreement.

Date: November 8, 2011

Chicago Title Insurance Company

By:/s/ Nancy Shirar

Name: Nancy Shirar

Title: Vice President

S-2

SCHEDULE OF EXHIBITS

EXHIBIT ALegal Description

EXHIBIT BForm of Special Warranty Deed

EXHIBIT CForm of FIRPTA Certificate

EXHIBIT DForm of Assignment and Assumption of Leases

EXHIBIT EForm of General Assignment and Bill of Sale

EXHIBIT FForm of Tenant Notice Letter

EXHIBIT GForm of Section 42 Memorandum

EXHIBIT HRent Roll

EXHIBIT IList of Property Files

EXHIBIT JForm of Guaranty

EXHIBIT KForm of Assignment of Purchase and Sale Agreement

S-3

EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY

Parcel A:

PART OF TRACT D-1, OF THE CERTIFICATE OF SURVEY FILED MAY 26, 1994, UNDER DOCUMENT NO. K-1142217, IN BOOK S-4, AT PAGE 76, BEING IN THE NORTHEAST 1/4 OF SECTION 24, TOWNSHIP 47 NORTH, RANGE 35 WEST, IN GRANDIEW, JACKSON COUNTY, MISSOURI, BEING MORE PARTICULARY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE WESTERLY RIGHT OF WAY LINE OF U.S HIGHWAY 71, SAID POINT BEING 475.00 FEET SOUTH OF THE NORTH LINE OF SAID 1/4 SECTION, SAID POINT ALSO BEING THE NORTHEAST CORNER OF TRACT B-3; THENCE ALONG THE NORTHERLY LINE OF TRACT B-3 NORTH 89 DEGREES 40' 50” WEST, 579.52 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 430.00 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00 DEGREES 70' 34” WEST, 55.00 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 58.89 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 45 DEGREES 10' 34” WEST, 106.39 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 417.89 FEET; THENCE SOUTH 19 DEGREES 47' 47” WEST, 166.15 FEET; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF HARRY TRUMAN DRIVE, NORTH 89 DEGREES 38' 21” WEST, 361.64 FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 9 DEGREES 17' 46” AND AN ARC LENGTH OF 84.85 FEET; THENCE LEAVING SAID NORTHERLY RIGHT OF WAY LINE, NORTH, 330.51 FEET; THENCE WEST, 184.04 FEET; THENCE NORTH, 181.97 FEET; THENCE WEST, 190.70 FEET; THENCE ALONG THE EASTERLY RIGHT OF WAY LINE OF BLUE RIDGE BOULEVARD, ALONG A CURVE TO THE LEFT HAVING AN INITIAL TANGENT BEARING OF NORTH 0 DEGREES 55' 57” EAST, A RADIUS OF 623.69 FEET, A CENTRAL ANGLE OF 0 DEGREES 45' 23” AND AN ARC LENGTH OF 8.23 FEET; THENCE NORTH 00 DEGREES 10' 34” EAST, 74.09 FEET; THENCE LEAVING SAID EASTERLY RIGHT OF WAY LINE NORTH 89 DEGREES 23' 57” EAST, 200.02 FEET; THENCE NORTH 00 DEGREES 36' 03” WEST, 200.01 FEET; THENCE SOUTH 89 DEGRES 46' 46” EAST, 48.05 FEET; THENCE SOUTH 89 DEGREES 49' 26” EAST 866.93 FEET TO THE POINT OF BEGINNING.

NOW KNOWN AS TRACT 2 OF CERTIFICATE OF SURVEY FILED NOVEMBER 13, 1996, AS DOCUMENT NO. K-0052123 IN SURVEY BOOK S-5 at PAGE 83.

PARCEL B:

PART OF TRACT D-1, OF THE CERTIFICATE OF SURVEY FILED MAY 26. 1994, UNDER DOCUMENT NO. K-1142277, IN BOOK S-4, AT PAGE 76, BEING IN THE NORTHEAST 1/4 OF SECTION 14, TOWNSHIP 47 NORTH RANGE 33 WEST, IN GRANDVIEW, JACKSON

A-1

COUNTY, MISSOURI, BEING MORE PARTICULARY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE WESTERLY RIGHT OF WAY LINE OF U.S. HIGHWAY 71, SAID POINT BEING 475.00 FEET SOUTH OF THE NORTH LINE OF SAID 1/4 SECTION, SAID POINT ALSO BEING THE NORTHEAST CORNER OF TRACT B-3; THENCE ALONG THE NORTHERLY LINE OF TRACT B-3; NORTH 89 DEGREES 40' 50” WEST, 579.52 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST 430.00 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 55.00 FEET; THENCE NORTH 89 DEGREES 49' 28” WEST, 58.89 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 45 DEGREES 10' 34” WEST, 106.39 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 417.89 FEET; THENCE SOUTH 19 DEGREES 47' 47” WEST, 166.15 FEET; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF HARRY TRUMAN DRIVE, NORTH 85 DEGREES 38' 21” WEST, 361.64 FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 38 DEGREES 03' 31” AND AN ARC LENGTH OF 347.37 FEET; THENCE NORTH 51 DEGREES 35' 09” WEST, 79.16 FEET TO THE POINT OF BEGINNING; THENCE NORTH 51 DEGREES 35' 09” WEST, 53.05 FEET; THENCE ON A NON TANGENT CURVE TO THE LEFT HAVING A CHORD BEARING OF NORTH 48 DEGREES 40' 07” WEST, A RAIDUS OF 190.23 FEET, A CENTRAL ANGLE OF 25 DEGREES 50' 00”, AND AN ARC LENGTH OF 85.77 FEET; THENCE NORTH 61 DEGREES 35'07” WEST, 12.05 FEET; THENCE NORTH 19 DEGREES 00' 00” WEST, 4.61 FEET; THENCE SOUTH 89 DEGREES 38'39” EAST, 4.74 FEET; THENCE NORTH 17 DEGREES 19' 41” WEST, 33.27 FEET; THENCE ON A NON TANGENT CURVE TO THE LEFT HAVING AN INITIAL TANGENT BEARING OF NORTH 22 DEGREES 23' 32” EAST, AND A RADIUS OF 623.59 FEET, A CENTRAL ANGLE OF 21 DEGREES 23' 03” AND AN ARC LENGTH OF 232.78 FEET; THENCE LEAVING SAID NORTHERLY RIGHT OF WAY LINE, EAST, 190.70 FEET; THENCE SOUTH, 181.97 FEET; THENCE SOUTH 33 DEGREES 17'19” WEST, 209.96 FEET TO THE POINT OF BEGNNING.

NOW KNOWN AS TRACT 3 OF CERTIFICATE OF SURVERY FILED NOVEMBER 13, 1996, AS DOCUMENT NO. K-0052123 IN SURVEY BOOK S-5 at PAGE 83.

PARCEL C:

PART OF TRACT D-1, OF THE CERTIFICATE OF SURVEY FILED MAY 25, 1994, UNDER DOCUMENT NO. K-1142277, IN BOOK S-4. AT PAGE 76, BEING IN THE NORTHEAST 1/4 OF SECTION 14. TOWNSHIP 47 NORTH. RANGE 33 WEST, IN GRANDVIEW, JACKSON COUNTY, MISSOURI, BEING MORE PART1CULARY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE WESTERLY RIGHT OF WAY LINE OF U.S. HIGHWAY 71, SAID POINT BEING 475.00 FEET SOUTH OF THE NORTH LINE OF SAID 1/4 SECTION, SAID POINT ALSO BEING THE NORTHEAST CORNER OF TRACT B-3; THENCE ALONG THE NORTHERLY LINE OF TRACT B-3; NORTH 89 DEGREES 40' 50” WEST, 579.52 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 430.00 FEET; THENCE SOUTH 00 DEGREES

A-2

10' 34” WEST, 55.00 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 58.89 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 45 DEGREES 10' 34” WEST, 106.39 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00'00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 417.89 FEET; THENCE SOUTH 19 DEGREES 47' 47” WEST, 166.15 FEET; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF HARRY TRUMAN DRIVE, NORTH 89 DEGREES 38' 21” FEET 361.64 FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 9 DEGREES 17' 46” AND AN ARC LENGTH OF 84.85 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING ON THE RIGHT OF WAY OF HARRY TRUMAN DRIVE ON A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 28 DEGREES 45' 45” AND AN ARC LENGTH OF 262.52 FEET; THENCE NORTH 51 DEGREES 35' 09” WEST, 79.16 FEET; THENCE NORTH 33 DEGREES 17' 19” EAST, 209.96 FEET; THENCE EAST, 184.04 FEET; THENCE SOUTH, 330.51 FEET TO THE POINT OF BEGINNING.

NOW KNOWN AS TRACT 4 OF CERTIFICATE OF SURVERY FILED NOVEMBER 13, 1996, AS DOCUMENT NO. K-0052123 IN SURVEY BOOK S-5 at PAGE 83.

Parcel D:

Easement for Pedestrian Access for the benefit of Tract 1 as created by the instrument recorded September 10, 1996 as Document No. K-41073, over, under and across the land described as follows:

Part of TRACT Dl, of the Certificate of Survey filed May 26, 1994, under Document No. K-1142217, in Book S-4, at Page 76, being in the Northeast 1/4 of Section 14, Township 47 North, Range 33 West, in Grandview, Jackson County, Missouri, being more particularly described as follows:

Commencing at a point on the Westerly right of way line of U.S. Highway 71, said point being 475.00 feet South of the North line of said 1/4 section, said point also being the Northeast corner of Tract B-1; thence along the Northerly line of Tract B-1; North 89 degrees 40 minutes 50 seconds West, 579.52 feet; thence North 89 degrees 49 minutes 26 seconds West, 430.00 feet to the Northeast corner of Tract D-1, said Northeast corner also being the point of beginning; thence North 89 degrees 49 minutes 26 seconds West, 10.00 feet; thence North 00 degrees 10 minutes 34 seconds East, 10.00 feet; thence South 89 degrees 49 minutes 26 seconds East, 38.95 feet; thence North 00 degrees 03 minutes 05 seconds East, 169.31 feet; thence South 89 degrees 46 minutes 46 seconds East, 10.00 feet; thence South 00 degrees 03 minutes 05 seconds West, 179.10 feet; thence North 89 degrees 49 minutes 26 seconds West, 38.97 feet to the point of beginning.

Tract 1 of Survey under Document No. K-1142217 in Survey Book S-4 at Page 4, is now known as Tracts 1, 2, 3 and 4 of Certificate of Survey filed November 13, 1996, as Document No. K-0052123 in Survey Book S-5 at Page 83.

A-3

EXHIBIT “B”

[FORM OF]

Special Warranty Deed

Space Above Line Reserved For Recorder's Use

1.Title of Document:Special Warranty Deed

2.Date of Document:__________________

3. Grantor(s):Truman Farm Villas, L.P., a Missouri limited partnership

4. Grantee(s):_____________________________________

5.Statutory Mailing Address(es):18100 Von Karman, Suite 500

Irvine, California 92612

Attn: Ana Marie del Rio, Esq.

6.Legal description:See Exhibit A annexed to the document.

7.Reference(s) to Book and Page(s):Book ____ Page ____

B-1

SPECIAL WARRANTY DEED

This SPECIAL WARRANTY DEED, made and entered into this __ day of _______, 201_, by and between Truman Farm Villas, L.P., a Missouri limited partnership, and _______________, whose mailing address is 18100 Von Karman, Suite 500, Irvine, California 92612, Grantee.

W I T N E S S E T H, that the said Grantor, for in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration paid by the said Grantee, the receipt of which is hereby acknowledged, does by these presents BARGAIN and SELL, CONVEY and CONFIRM unto the said Grantee, the following described Real Estate situated in the County of Jackson, State of Missouri, to-wit:

SEE EXHIBIT A ANNEXED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE;

SUBJECT TO THE MATTERS SET FORTH ON EXHIBIT B ANNEXED HERETO ANNEXED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE.

TO HAVE AND TO HOLD the same, together with all rights and appurtenances to the same belonging or appertaining to the Property, unto the said Grantee, and to the successors, heirs and assigns of such Grantee forever. The said Grantor hereby covenanting that its successors, heirs, executors and administrators shall and will Warrant and Defend the title to the premises unto the said Grantee, and to the successors, heirs and assigns of such Grantee forever, against the lawful claims and demands of all persons claiming by, through or under Grantor but none other, excepting, however, the general taxes for the calendar year 20__ and thereafter, and the special taxes becoming a lien after the date of this Deed.

IN WITNESS WHEREOF, the said Grantor has executed these presents the day and year first above written.

Truman Farm Villas, L.P., a Missouri limited partnership

By:Truman Farms-Yarco, LLC, a Missouri limited liability company, its general partner

By:__________________

Name:Clifton R. Cohn

Title:Manager

B-2

[CONFORM FORM OF NOTARY TO LOCAL LAW]

STATE OF ______________)

: ss.

COUNTY OF ____________)

The foregoing instrument was acknowledged before me this ______ day of _________________________, 20____ by _______________________. He or she is personally known to me or has produced ________________ as identification and did (did not) take an oath.

____________________________________

NOTARY PUBLIC

Residing at:__________________________

My Commission Expires:

___________________________

EXHIBIT “A” TO SPECIAL WARRANTY DEED

LEGAL DESCRIPTION OF PROPERTY

Parcel A:

PART OF TRACT D-1, OF THE CERTIFICATE OF SURVEY FILED MAY 26, 1994, UNDER DOCUMENT NO. K-1142217, IN BOOK S-4, AT PAGE 76, BEING IN THE NORTHEAST 1/4 OF SECTION 24, TOWNSHIP 47 NORTH, RANGE 35 WEST, IN GRANDIEW, JACKSON COUNTY, MISSOURI, BEING MORE PARTICULARY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE WESTERLY RIGHT OF WAY LINE OF U.S HIGHWAY 71, SAID POINT BEING 475.00 FEET SOUTH OF THE NORTH LINE OF SAID 1/4 SECTION, SAID POINT ALSO BEING THE NORTHEAST CORNER OF TRACT B-3; THENCE ALONG THE NORTHERLY LINE OF TRACT B-3 NORTH 89 DEGREES 40' 50” WEST, 579.52 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 430.00 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00 DEGREES 70' 34” WEST, 55.00 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 58.89 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 45 DEGREES 10' 34” WEST, 106.39 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 417.89 FEET; THENCE SOUTH 19 DEGREES 47' 47” WEST, 166.15 FEET; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF HARRY TRUMAN DRIVE, NORTH 89 DEGREES 38' 21” WEST, 361.64 FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 9 DEGREES 17' 46” AND AN ARC LENGTH OF 84.85 FEET; THENCE LEAVING SAID NORTHERLY RIGHT OF

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WAY LINE, NORTH, 330.51 FEET; THENCE WEST, 184.04 FEET; THENCE NORTH, 181.97 FEET; THENCE WEST, 190.70 FEET; THENCE ALONG THE EASTERLY RIGHT OF WAY LINE OF BLUE RIDGE BOULEVARD, ALONG A CURVE TO THE LEFT HAVING AN INITIAL TANGENT BEARING OF NORTH 0 DEGREES 55' 57” EAST, A RADIUS OF 623.69 FEET, A CENTRAL ANGLE OF 0 DEGREES 45' 23” AND AN ARC LENGTH OF 8.23 FEET; THENCE NORTH 00 DEGREES 10' 34” EAST, 74.09 FEET; THENCE LEAVING SAID EASTERLY RIGHT OF WAY LINE NORTH 89 DEGREES 23' 57” EAST, 200.02 FEET; THENCE NORTH 00 DEGREES 36' 03” WEST, 200.01 FEET; THENCE SOUTH 89 DEGRES 46' 46” EAST, 48.05 FEET; THENCE SOUTH 89 DEGREES 49' 26” EAST 866.93 FEET TO THE POINT OF BEGINNING.

NOW KNOWN AS TRACT 2 OF CERTIFICATE OF SURVEY FILED NOVEMBER 13, 1996, AS DOCUMENT NO. K-0052123 IN SURVEY BOOK S-5 at PAGE 83.

PARCEL B:

PART OF TRACT D-1, OF THE CERTIFICATE OF SURVEY FILED MAY 26. 1994, UNDER DOCUMENT NO. K-1142277, IN BOOK S-4, AT PAGE 76, BEING IN THE NORTHEAST 1/4 OF SECTION 14, TOWNSHIP 47 NORTH RANGE 33 WEST, IN GRANDVIEW, JACKSON COUNTY, MISSOURI, BEING MORE PARTICULARY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE WESTERLY RIGHT OF WAY LINE OF U.S. HIGHWAY 71, SAID POINT BEING 475.00 FEET SOUTH OF THE NORTH LINE OF SAID 1/4 SECTION, SAID POINT ALSO BEING THE NORTHEAST CORNER OF TRACT B-3; THENCE ALONG THE NORTHERLY LINE OF TRACT B-3; NORTH 89 DEGREES 40' 50” WEST, 579.52 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST 430.00 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 55.00 FEET; THENCE NORTH 89 DEGREES 49' 28” WEST, 58.89 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 45 DEGREES 10' 34” WEST, 106.39 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 417.89 FEET; THENCE SOUTH 19 DEGREES 47' 47” WEST, 166.15 FEET; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF HARRY TRUMAN DRIVE, NORTH 85 DEGREES 38' 21” WEST, 361.64 FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 38 DEGREES 03' 31” AND AN ARC LENGTH OF 347.37 FEET; THENCE NORTH 51 DEGREES 35' 09” WEST, 79.16 FEET TO THE POINT OF BEGINNING; THENCE NORTH 51 DEGREES 35' 09” WEST, 53.05 FEET; THENCE ON A NON TANGENT CURVE TO THE LEFT HAVING A CHORD BEARING OF NORTH 48 DEGREES 40' 07” WEST, A RAIDUS OF 190.23 FEET, A CENTRAL ANGLE OF 25 DEGREES 50' 00”, AND AN ARC LENGTH OF 85.77 FEET; THENCE NORTH 61 DEGREES 35'07” WEST, 12.05 FEET; THENCE NORTH 19 DEGREES 00' 00” WEST, 4.61 FEET; THENCE SOUTH 89 DEGREES 38'39” EAST, 4.74 FEET; THENCE NORTH 17 DEGREES 19' 41” WEST, 33.27 FEET; THENCE ON A NON TANGENT CURVE TO THE LEFT HAVING AN INITIAL TANGENT BEARING OF NORTH 22 DEGREES 23' 32” EAST, AND A RADIUS OF 623.59

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FEET, A CENTRAL ANGLE OF 21 DEGREES 23' 03” AND AN ARC LENGTH OF 232.78 FEET; THENCE LEAVING SAID NORTHERLY RIGHT OF WAY LINE, EAST, 190.70 FEET; THENCE SOUTH, 181.97 FEET; THENCE SOUTH 33 DEGREES 17'19” WEST, 209.96 FEET TO THE POINT OF BEGNNING.

NOW KNOWN AS TRACT 3 OF CERTIFICATE OF SURVERY FILED NOVEMBER 13, 1996, AS DOCUMENT NO. K-0052123 IN SURVEY BOOK S-5 at PAGE 83.

PARCEL C:

PART OF TRACT D-1, OF THE CERTIFICATE OF SURVEY FILED MAY 25, 1994, UNDER DOCUMENT NO. K-1142277, IN BOOK S-4. AT PAGE 76, BEING IN THE NORTHEAST 1/4 OF SECTION 14. TOWNSHIP 47 NORTH. RANGE 33 WEST, IN GRANDVIEW, JACKSON COUNTY, MISSOURI, BEING MORE PART1CULARY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE WESTERLY RIGHT OF WAY LINE OF U.S. HIGHWAY 71, SAID POINT BEING 475.00 FEET SOUTH OF THE NORTH LINE OF SAID 1/4 SECTION, SAID POINT ALSO BEING THE NORTHEAST CORNER OF TRACT B-3; THENCE ALONG THE NORTHERLY LINE OF TRACT B-3; NORTH 89 DEGREES 40' 50” WEST, 579.52 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 430.00 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 55.00 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 58.89 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 45 DEGREES 10' 34” WEST, 106.39 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00'00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 417.89 FEET; THENCE SOUTH 19 DEGREES 47' 47” WEST, 166.15 FEET; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF HARRY TRUMAN DRIVE, NORTH 89 DEGREES 38' 21” FEET 361.64 FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 9 DEGREES 17' 46” AND AN ARC LENGTH OF 84.85 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING ON THE RIGHT OF WAY OF HARRY TRUMAN DRIVE ON A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 28 DEGREES 45' 45” AND AN ARC LENGTH OF 262.52 FEET; THENCE NORTH 51 DEGREES 35' 09” WEST, 79.16 FEET; THENCE NORTH 33 DEGREES 17' 19” EAST, 209.96 FEET; THENCE EAST, 184.04 FEET; THENCE SOUTH, 330.51 FEET TO THE POINT OF BEGINNING.

NOW KNOWN AS TRACT 4 OF CERTIFICATE OF SURVERY FILED NOVEMBER 13, 1996, AS DOCUMENT NO. K-0052123 IN SURVEY BOOK S-5 at PAGE 83.

Parcel D:

Easement for Pedestrian Access for the benefit of Tract 1 as created by the instrument recorded September 10, 1996 as Document No. K-41073, over, under and across the land described as follows:

Part of TRACT Dl, of the Certificate of Survey filed May 26, 1994, under Document No. K-1142217, in Book S-4, at Page 76, being in the Northeast 1/4 of Section 14, Township 47 North, Range 33

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West, in Grandview, Jackson County, Missouri, being more particularly described as follows:

Commencing at a point on the Westerly right of way line of U.S. Highway 71, said point being 475.00 feet South of the North line of said 1/4 section, said point also being the Northeast corner of Tract B-1; thence along the Northerly line of Tract B-1; North 89 degrees 40 minutes 50 seconds West, 579.52 feet; thence North 89 degrees 49 minutes 26 seconds West, 430.00 feet to the Northeast corner of Tract D-1, said Northeast corner also being the point of beginning; thence North 89 degrees 49 minutes 26 seconds West, 10.00 feet; thence North 00 degrees 10 minutes 34 seconds East, 10.00 feet; thence South 89 degrees 49 minutes 26 seconds East, 38.95 feet; thence North 00 degrees 03 minutes 05 seconds East, 169.31 feet; thence South 89 degrees 46 minutes 46 seconds East, 10.00 feet; thence South 00 degrees 03 minutes 05 seconds West, 179.10 feet; thence North 89 degrees 49 minutes 26 seconds West, 38.97 feet to the point of beginning.

Tract 1 of Survey under Document No. K-1142217 in Survey Book S-4 at Page 4, is now known as Tracts 1, 2, 3 and 4 of Certificate of Survey filed November 13, 1996, as Document No. K-0052123 in Survey Book S-5 at Page 83.

EXHIBIT “B” TO SPECIAL WARRANTY DEED

PERMITTED EXCEPTIONS

<Attached>

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EXHIBIT “C”

[FORM OF]

TAXPAYER'S CERTIFICATION OF NON-FOREIGN STATUS

To inform Steadfast Asset Holdings, Inc., a California corporation (“Transferee”) that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”), will not be required upon the transfer of certain real property to the Transferee by Truman Farm Villas, L.P., a Missouri limited partnership, the undersigned (“Taxpayer”) hereby certifies the following on behalf of the Taxpayer:

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

2.The Taxpayer's U.S. employer identification number is 43-1750756; and

3.The Taxpayer's office address is 3770 Broadway, Kansas City, Missouri 64111.

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

Under penalty of perjury I declare that I have examined this Certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Taxpayer.

Date:______________________________

Truman Farm Villas, L.P., a Missouri limited partnership

By:Truman Farms-Yarco, LLC, a Missouri limited liability company, its general partner

By:__________________

Name:Clifton R. Cohn

Title:Manager

C-1

EXHIBIT “D”

[FORM OF]

ASSIGNMENT AND ASSUMPTION OF LEASES

THIS ASSIGNMENT AND ASSUMPTION OF LEASES (“Assignment”) is dated as of ____________________, and is entered into by and between Truman Farm Villas, L.P., a Missouri limited partnership (“Assignor”) and _____________________ (“Assignee”), with respect to the following matters.

W I T N E S S E T H:

Assignor and Steadfast Asset Holdings, Inc., a California corporation (“Purchaser”) entered into that certain Real Estate Purchase And Sale Agreement With Escrow Instructions, dated as of November __, 2011 (“Agreement”), regarding the sale of that certain real property being more fully described on Exhibit “A” attached hereto and made a part hereof, together with all improvements and other property comprising Property (as defined in the Agreement). Unless otherwise indicated herein, all capitalized terms in this Assignment shall have the meaning ascribed to them in the Agreement.

In accordance with the terms of the Agreement, Purchaser assigned its interests to Assignee.

Assignor, as lessor, and Tenants have entered into the Tenant Leases covering certain premises located on the Property.

Under the Agreement, to the extent assignable, Assignor is obligated to: (a) assign to Assignee any and all of its right, title and interest in and to all Tenant Leases; and (b) give Assignee a credit in an amount equal to the amount of the Tenant Deposits and prepaid rents.

Under the Agreement, Assignee is obligated to assume all of Seller's obligations with respect to the Tenant Deposits and prepaid rents.

A G R E E M E N T

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

Assignor hereby assigns, sells, transfers, sets over and delivers unto Assignee all of Assignor's estate, right, title and interest in and to the Tenant Leases, as set forth on Exhibit “B” hereto and Assignee hereby accepts such assignment and hereby assumes all of the obligations and agrees to pay, perform and discharge all of the terms, covenants and conditions, in each case arising or accruing under or in connection with the Tenant Leases and Tenant Deposits from and after the date of this Assignment.

Assignee hereby acknowledges receipt of funds equal to the amount of, and in payment of,

D-1

all Tenant Deposits and prepaid rents and hereby assumes all of the obligations in connection therewith.

In the event of the bringing of any action or suit by a party hereto against another party thereunder by reason of any breach of any of the covenants, conditions, agreements or provisions on the part of the other party arising out of this Assignment, then in that event the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, including actual attorneys' fees and costs.

The transfers and assumptions given effect by this Assignment are limited by and made expressly subject to the terms, covenants and conditions set forth in the Agreement.

This Assignment may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.

This Assignment shall be binding upon and inure to the benefit of the successors, assignees, personal representatives, heirs and legatees of all the respective parties hereto.

This Assignment shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State.

<Parties' Signatures On Next Page>

D-2

IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment as of the day and year first above written.

ASSIGNOR:

Truman Farm Villas, L.P., a Missouri limited partnership

By:Truman Farms-Yarco, LLC, a Missouri limited liability company, its general partner

By:__________________

Name:Clifton R. Cohn

Title:Manager

ASSIGNEE:

Steadfast Asset Holdings, Inc., a California corporation

By:__________________

Name:

Title:

Attachments:

Exhibit “A” - Legal Description

D-3

EXHIBIT “A” TO ASSIGNMENT AND ASSUMPTION OF LEASES

LEGAL DESCRIPTION OF THE PROPERTY

Parcel A:

PART OF TRACT D-1, OF THE CERTIFICATE OF SURVEY FILED MAY 26, 1994, UNDER DOCUMENT NO. K-1142217, IN BOOK S-4, AT PAGE 76, BEING IN THE NORTHEAST 1/4 OF SECTION 24, TOWNSHIP 47 NORTH, RANGE 35 WEST, IN GRANDIEW, JACKSON COUNTY, MISSOURI, BEING MORE PARTICULARY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE WESTERLY RIGHT OF WAY LINE OF U.S HIGHWAY 71, SAID POINT BEING 475.00 FEET SOUTH OF THE NORTH LINE OF SAID 1/4 SECTION, SAID POINT ALSO BEING THE NORTHEAST CORNER OF TRACT B-3; THENCE ALONG THE NORTHERLY LINE OF TRACT B-3 NORTH 89 DEGREES 40' 50” WEST, 579.52 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 430.00 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00 DEGREES 70' 34” WEST, 55.00 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 58.89 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 45 DEGREES 10' 34” WEST, 106.39 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 417.89 FEET; THENCE SOUTH 19 DEGREES 47' 47” WEST, 166.15 FEET; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF HARRY TRUMAN DRIVE, NORTH 89 DEGREES 38' 21” WEST, 361.64 FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 9 DEGREES 17' 46” AND AN ARC LENGTH OF 84.85 FEET; THENCE LEAVING SAID NORTHERLY RIGHT OF WAY LINE, NORTH, 330.51 FEET; THENCE WEST, 184.04 FEET; THENCE NORTH, 181.97 FEET; THENCE WEST, 190.70 FEET; THENCE ALONG THE EASTERLY RIGHT OF WAY LINE OF BLUE RIDGE BOULEVARD, ALONG A CURVE TO THE LEFT HAVING AN INITIAL TANGENT BEARING OF NORTH 0 DEGREES 55' 57” EAST, A RADIUS OF 623.69 FEET, A CENTRAL ANGLE OF 0 DEGREES 45' 23” AND AN ARC LENGTH OF 8.23 FEET; THENCE NORTH 00 DEGREES 10' 34” EAST, 74.09 FEET; THENCE LEAVING SAID EASTERLY RIGHT OF WAY LINE NORTH 89 DEGREES 23' 57” EAST, 200.02 FEET; THENCE NORTH 00 DEGREES 36' 03” WEST, 200.01 FEET; THENCE SOUTH 89 DEGRES 46' 46” EAST, 48.05 FEET; THENCE SOUTH 89 DEGREES 49' 26” EAST 866.93 FEET TO THE POINT OF BEGINNING.

NOW KNOWN AS TRACT 2 OF CERTIFICATE OF SURVEY FILED NOVEMBER 13, 1996, AS DOCUMENT NO. K-0052123 IN SURVEY BOOK S-5 at PAGE 83.

PARCEL B:

PART OF TRACT D-1, OF THE CERTIFICATE OF SURVEY FILED MAY 26. 1994, UNDER DOCUMENT NO. K-1142277, IN BOOK S-4, AT PAGE 76, BEING IN THE NORTHEAST 1/4 OF SECTION 14, TOWNSHIP 47 NORTH RANGE 33 WEST, IN GRANDVIEW, JACKSON COUNTY, MISSOURI, BEING MORE PARTICULARY DESCRIBED AS FOLLOWS:

D-4

COMMENCING AT A POINT ON THE WESTERLY RIGHT OF WAY LINE OF U.S. HIGHWAY 71, SAID POINT BEING 475.00 FEET SOUTH OF THE NORTH LINE OF SAID 1/4 SECTION, SAID POINT ALSO BEING THE NORTHEAST CORNER OF TRACT B-3; THENCE ALONG THE NORTHERLY LINE OF TRACT B-3; NORTH 89 DEGREES 40' 50” WEST, 579.52 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST 430.00 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 55.00 FEET; THENCE NORTH 89 DEGREES 49' 28” WEST, 58.89 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 45 DEGREES 10' 34” WEST, 106.39 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 417.89 FEET; THENCE SOUTH 19 DEGREES 47' 47” WEST, 166.15 FEET; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF HARRY TRUMAN DRIVE, NORTH 85 DEGREES 38' 21” WEST, 361.64 FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 38 DEGREES 03' 31” AND AN ARC LENGTH OF 347.37 FEET; THENCE NORTH 51 DEGREES 35' 09” WEST, 79.16 FEET TO THE POINT OF BEGINNING; THENCE NORTH 51 DEGREES 35' 09” WEST, 53.05 FEET; THENCE ON A NON TANGENT CURVE TO THE LEFT HAVING A CHORD BEARING OF NORTH 48 DEGREES 40' 07” WEST, A RAIDUS OF 190.23 FEET, A CENTRAL ANGLE OF 25 DEGREES 50' 00”, AND AN ARC LENGTH OF 85.77 FEET; THENCE NORTH 61 DEGREES 35'07” WEST, 12.05 FEET; THENCE NORTH 19 DEGREES 00' 00” WEST, 4.61 FEET; THENCE SOUTH 89 DEGREES 38'39” EAST, 4.74 FEET; THENCE NORTH 17 DEGREES 19' 41” WEST, 33.27 FEET; THENCE ON A NON TANGENT CURVE TO THE LEFT HAVING AN INITIAL TANGENT BEARING OF NORTH 22 DEGREES 23' 32” EAST, AND A RADIUS OF 623.59 FEET, A CENTRAL ANGLE OF 21 DEGREES 23' 03” AND AN ARC LENGTH OF 232.78 FEET; THENCE LEAVING SAID NORTHERLY RIGHT OF WAY LINE, EAST, 190.70 FEET; THENCE SOUTH, 181.97 FEET; THENCE SOUTH 33 DEGREES 17'19” WEST, 209.96 FEET TO THE POINT OF BEGNNING.

NOW KNOWN AS TRACT 3 OF CERTIFICATE OF SURVERY FILED NOVEMBER 13, 1996, AS DOCUMENT NO. K-0052123 IN SURVEY BOOK S-5 at PAGE 83.

PARCEL C:

PART OF TRACT D-1, OF THE CERTIFICATE OF SURVEY FILED MAY 25, 1994, UNDER DOCUMENT NO. K-1142277, IN BOOK S-4. AT PAGE 76, BEING IN THE NORTHEAST 1/4 OF SECTION 14. TOWNSHIP 47 NORTH. RANGE 33 WEST, IN GRANDVIEW, JACKSON COUNTY, MISSOURI, BEING MORE PART1CULARY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE WESTERLY RIGHT OF WAY LINE OF U.S. HIGHWAY 71, SAID POINT BEING 475.00 FEET SOUTH OF THE NORTH LINE OF SAID 1/4 SECTION, SAID POINT ALSO BEING THE NORTHEAST CORNER OF TRACT B-3; THENCE ALONG THE NORTHERLY LINE OF TRACT B-3; NORTH 89 DEGREES 40' 50” WEST, 579.52 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 430.00 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 55.00 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 58.89 FEET;

D-5

THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 45 DEGREES 10' 34” WEST, 106.39 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00'00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 417.89 FEET; THENCE SOUTH 19 DEGREES 47' 47” WEST, 166.15 FEET; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF HARRY TRUMAN DRIVE, NORTH 89 DEGREES 38' 21” FEET 361.64 FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 9 DEGREES 17' 46” AND AN ARC LENGTH OF 84.85 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING ON THE RIGHT OF WAY OF HARRY TRUMAN DRIVE ON A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 28 DEGREES 45' 45” AND AN ARC LENGTH OF 262.52 FEET; THENCE NORTH 51 DEGREES 35' 09” WEST, 79.16 FEET; THENCE NORTH 33 DEGREES 17' 19” EAST, 209.96 FEET; THENCE EAST, 184.04 FEET; THENCE SOUTH, 330.51 FEET TO THE POINT OF BEGINNING.

NOW KNOWN AS TRACT 4 OF CERTIFICATE OF SURVERY FILED NOVEMBER 13, 1996, AS DOCUMENT NO. K-0052123 IN SURVEY BOOK S-5 at PAGE 83.

Parcel D:

Easement for Pedestrian Access for the benefit of Tract 1 as created by the instrument recorded September 10, 1996 as Document No. K-41073, over, under and across the land described as follows:

Part of TRACT Dl, of the Certificate of Survey filed May 26, 1994, under Document No. K-1142217, in Book S-4, at Page 76, being in the Northeast 1/4 of Section 14, Township 47 North, Range 33 West, in Grandview, Jackson County, Missouri, being more particularly described as follows:

Commencing at a point on the Westerly right of way line of U.S. Highway 71, said point being 475.00 feet South of the North line of said 1/4 section, said point also being the Northeast corner of Tract B-1; thence along the Northerly line of Tract B-1; North 89 degrees 40 minutes 50 seconds West, 579.52 feet; thence North 89 degrees 49 minutes 26 seconds West, 430.00 feet to the Northeast corner of Tract D-1, said Northeast corner also being the point of beginning; thence North 89 degrees 49 minutes 26 seconds West, 10.00 feet; thence North 00 degrees 10 minutes 34 seconds East, 10.00 feet; thence South 89 degrees 49 minutes 26 seconds East, 38.95 feet; thence North 00 degrees 03 minutes 05 seconds East, 169.31 feet; thence South 89 degrees 46 minutes 46 seconds East, 10.00 feet; thence South 00 degrees 03 minutes 05 seconds West, 179.10 feet; thence North 89 degrees 49 minutes 26 seconds West, 38.97 feet to the point of beginning.

Tract 1 of Survey under Document No. K-1142217 in Survey Book S-4 at Page 4, is now known as Tracts 1, 2, 3 and 4 of Certificate of Survey filed November 13, 1996, as Document No. K-0052123 in Survey Book S-5 at Page 83.

D-6

EXHIBIT “E”

[FORM OF]

GENERAL ASSIGNMENT AND BILL OF SALE

THIS GENERAL ASSIGNMENT AND BILL OF SALE (“Assignment”) is dated as of ____________________, and is entered into by and between Truman Farm Villas, L.P., a Missouri limited partnership (“Assignor”) and __________________ (“Assignee”), with respect to the following matters.

W I T N E S S E T H:

Assignor and Steadfast Asset Holdings, Inc., a California corporation (“Purchaser”) entered into that certain Real Estate Purchase And Sale Agreement With Escrow Instructions, dated as of November __, 2011 (“Agreement”), regarding the sale of that certain real property being more fully described on Exhibit “A” attached hereto and made a part hereof, together with all improvements and other property comprising Property (as defined in the Agreement). Unless otherwise indicated herein, all capitalized terms in this Assignment shall have the meaning ascribed to them in the Agreement.

In accordance with the terms of the Agreement, Purchaser assigned its interests to Assignee.

Pursuant to the Agreement (except as otherwise provided for therein), Assignor is obligated to transfer, sell, convey and assign any and all of Assignor's right, title and interest in and to the Personal Property, and to the extent assignable, the Intangibles and the Service Contracts (collectively, the “Assigned Properties”) and to delegate any and all of its obligations and responsibilities in the Assigned Properties from and after the date hereof to Assignee and Assignee is obligated to assume such obligations and responsibilities.

Further, pursuant to the Agreement, Assignee is obligated to assume such obligations and responsibilities arising or accruing under the Regulatory Agreements and the Tax Credit Laws applicable to the Property.

A G R E E M E N T

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

Assignor hereby assigns, sells, transfers, sets over and delivers unto Assignee all of Assignor's estate, right, title and interest in and to the Assigned Properties and Assignee hereby accepts such assignment and hereby assumes all of the obligations and agrees to pay, perform and discharge all of the terms, covenants and conditions, in each case arising or accruing under the Assigned Properties from and after the date of this Assignment.

Assignor hereby assigns, sells, transfers, sets over and delivers unto Assignee all of

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Assignor's estate, right, title and interest in and to the Regulatory Agreements and Assignee hereby accepts such assignment and hereby assumes, confirms and agrees to undertake all of the obligations arising or accruing under the Regulatory Agreements and the Tax Credit Laws applicable to the Property from and after the date of this Assignment. The provisions of this Paragraph shall survive any termination of this Assignment.

In the event of the bringing of any action or suit by a party hereto against another party hereunder by reason of any breach of any of the covenants, conditions, agreements or provisions on the part of the other party arising out of this Assignment, then in that event the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, including actual attorneys' fees and costs.

The transfers and assumptions given effect by this Assignment are limited by and made expressly subject to the terms, covenants and conditions set forth in the Agreement.

This Assignment shall be binding upon and inure to the benefit of the successors, assignees, personal representatives, heirs and legatees of all the respective parties hereto.

This Assignment shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State.

This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.

<Parties' Signatures On Next Page>

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IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment as of the day and year first above written.

ASSIGNOR:

Truman Farm Villas, L.P., a Missouri limited partnership

By:Truman Farms-Yarco, LLC, a Missouri limited liability company, its general partner

By:__________________

Name:Clifton R. Cohn

Title:Manager

ASSIGNEE:

Steadfast Asset Holdings, Inc., a California corporation

By:__________________

Name:

Title:

Attachments:

Exhibit “A” - Legal Description

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EXHIBIT “A” TO GENERAL ASSIGNMENT AND BILL OF SALE

LEGAL DESCRIPTION OF THE PROPERTY

Parcel A:

PART OF TRACT D-1, OF THE CERTIFICATE OF SURVEY FILED MAY 26, 1994, UNDER DOCUMENT NO. K-1142217, IN BOOK S-4, AT PAGE 76, BEING IN THE NORTHEAST 1/4 OF SECTION 24, TOWNSHIP 47 NORTH, RANGE 35 WEST, IN GRANDIEW, JACKSON COUNTY, MISSOURI, BEING MORE PARTICULARY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE WESTERLY RIGHT OF WAY LINE OF U.S HIGHWAY 71, SAID POINT BEING 475.00 FEET SOUTH OF THE NORTH LINE OF SAID 1/4 SECTION, SAID POINT ALSO BEING THE NORTHEAST CORNER OF TRACT B-3; THENCE ALONG THE NORTHERLY LINE OF TRACT B-3 NORTH 89 DEGREES 40' 50” WEST, 579.52 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 430.00 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00 DEGREES 70' 34” WEST, 55.00 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 58.89 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 45 DEGREES 10' 34” WEST, 106.39 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 417.89 FEET; THENCE SOUTH 19 DEGREES 47' 47” WEST, 166.15 FEET; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF HARRY TRUMAN DRIVE, NORTH 89 DEGREES 38' 21” WEST, 361.64 FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 9 DEGREES 17' 46” AND AN ARC LENGTH OF 84.85 FEET; THENCE LEAVING SAID NORTHERLY RIGHT OF WAY LINE, NORTH, 330.51 FEET; THENCE WEST, 184.04 FEET; THENCE NORTH, 181.97 FEET; THENCE WEST, 190.70 FEET; THENCE ALONG THE EASTERLY RIGHT OF WAY LINE OF BLUE RIDGE BOULEVARD, ALONG A CURVE TO THE LEFT HAVING AN INITIAL TANGENT BEARING OF NORTH 0 DEGREES 55' 57” EAST, A RADIUS OF 623.69 FEET, A CENTRAL ANGLE OF 0 DEGREES 45' 23” AND AN ARC LENGTH OF 8.23 FEET; THENCE NORTH 00 DEGREES 10' 34” EAST, 74.09 FEET; THENCE LEAVING SAID EASTERLY RIGHT OF WAY LINE NORTH 89 DEGREES 23' 57” EAST, 200.02 FEET; THENCE NORTH 00 DEGREES 36' 03” WEST, 200.01 FEET; THENCE SOUTH 89 DEGRES 46' 46” EAST, 48.05 FEET; THENCE SOUTH 89 DEGREES 49' 26” EAST 866.93 FEET TO THE POINT OF BEGINNING.

NOW KNOWN AS TRACT 2 OF CERTIFICATE OF SURVEY FILED NOVEMBER 13, 1996, AS DOCUMENT NO. K-0052123 IN SURVEY BOOK S-5 at PAGE 83.

PARCEL B:

PART OF TRACT D-1, OF THE CERTIFICATE OF SURVEY FILED MAY 26. 1994, UNDER DOCUMENT NO. K-1142277, IN BOOK S-4, AT PAGE 76, BEING IN THE NORTHEAST 1/4 OF SECTION 14, TOWNSHIP 47 NORTH RANGE 33 WEST, IN GRANDVIEW, JACKSON COUNTY, MISSOURI, BEING MORE PARTICULARY DESCRIBED AS FOLLOWS:

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COMMENCING AT A POINT ON THE WESTERLY RIGHT OF WAY LINE OF U.S. HIGHWAY 71, SAID POINT BEING 475.00 FEET SOUTH OF THE NORTH LINE OF SAID 1/4 SECTION, SAID POINT ALSO BEING THE NORTHEAST CORNER OF TRACT B-3; THENCE ALONG THE NORTHERLY LINE OF TRACT B-3; NORTH 89 DEGREES 40' 50” WEST, 579.52 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST 430.00 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 55.00 FEET; THENCE NORTH 89 DEGREES 49' 28” WEST, 58.89 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 45 DEGREES 10' 34” WEST, 106.39 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 417.89 FEET; THENCE SOUTH 19 DEGREES 47' 47” WEST, 166.15 FEET; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF HARRY TRUMAN DRIVE, NORTH 85 DEGREES 38' 21” WEST, 361.64 FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 38 DEGREES 03' 31” AND AN ARC LENGTH OF 347.37 FEET; THENCE NORTH 51 DEGREES 35' 09” WEST, 79.16 FEET TO THE POINT OF BEGINNING; THENCE NORTH 51 DEGREES 35' 09” WEST, 53.05 FEET; THENCE ON A NON TANGENT CURVE TO THE LEFT HAVING A CHORD BEARING OF NORTH 48 DEGREES 40' 07” WEST, A RAIDUS OF 190.23 FEET, A CENTRAL ANGLE OF 25 DEGREES 50' 00”, AND AN ARC LENGTH OF 85.77 FEET; THENCE NORTH 61 DEGREES 35'07” WEST, 12.05 FEET; THENCE NORTH 19 DEGREES 00' 00” WEST, 4.61 FEET; THENCE SOUTH 89 DEGREES 38'39” EAST, 4.74 FEET; THENCE NORTH 17 DEGREES 19' 41” WEST, 33.27 FEET; THENCE ON A NON TANGENT CURVE TO THE LEFT HAVING AN INITIAL TANGENT BEARING OF NORTH 22 DEGREES 23' 32” EAST, AND A RADIUS OF 623.59 FEET, A CENTRAL ANGLE OF 21 DEGREES 23' 03” AND AN ARC LENGTH OF 232.78 FEET; THENCE LEAVING SAID NORTHERLY RIGHT OF WAY LINE, EAST, 190.70 FEET; THENCE SOUTH, 181.97 FEET; THENCE SOUTH 33 DEGREES 17'19” WEST, 209.96 FEET TO THE POINT OF BEGNNING.

NOW KNOWN AS TRACT 3 OF CERTIFICATE OF SURVERY FILED NOVEMBER 13, 1996, AS DOCUMENT NO. K-0052123 IN SURVEY BOOK S-5 at PAGE 83.

PARCEL C:

PART OF TRACT D-1, OF THE CERTIFICATE OF SURVEY FILED MAY 25, 1994, UNDER DOCUMENT NO. K-1142277, IN BOOK S-4. AT PAGE 76, BEING IN THE NORTHEAST 1/4 OF SECTION 14. TOWNSHIP 47 NORTH. RANGE 33 WEST, IN GRANDVIEW, JACKSON COUNTY, MISSOURI, BEING MORE PART1CULARY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE WESTERLY RIGHT OF WAY LINE OF U.S. HIGHWAY 71, SAID POINT BEING 475.00 FEET SOUTH OF THE NORTH LINE OF SAID 1/4 SECTION, SAID POINT ALSO BEING THE NORTHEAST CORNER OF TRACT B-3; THENCE ALONG THE NORTHERLY LINE OF TRACT B-3; NORTH 89 DEGREES 40' 50” WEST, 579.52 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 430.00 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 55.00 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 58.89 FEET;

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THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 45 DEGREES 10' 34” WEST, 106.39 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00'00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 417.89 FEET; THENCE SOUTH 19 DEGREES 47' 47” WEST, 166.15 FEET; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF HARRY TRUMAN DRIVE, NORTH 89 DEGREES 38' 21” FEET 361.64 FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 9 DEGREES 17' 46” AND AN ARC LENGTH OF 84.85 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING ON THE RIGHT OF WAY OF HARRY TRUMAN DRIVE ON A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 28 DEGREES 45' 45” AND AN ARC LENGTH OF 262.52 FEET; THENCE NORTH 51 DEGREES 35' 09” WEST, 79.16 FEET; THENCE NORTH 33 DEGREES 17' 19” EAST, 209.96 FEET; THENCE EAST, 184.04 FEET; THENCE SOUTH, 330.51 FEET TO THE POINT OF BEGINNING.

NOW KNOWN AS TRACT 4 OF CERTIFICATE OF SURVERY FILED NOVEMBER 13, 1996, AS DOCUMENT NO. K-0052123 IN SURVEY BOOK S-5 at PAGE 83.

Parcel D:

Easement for Pedestrian Access for the benefit of Tract 1 as created by the instrument recorded September 10, 1996 as Document No. K-41073, over, under and across the land described as follows:

Part of TRACT Dl, of the Certificate of Survey filed May 26, 1994, under Document No. K-1142217, in Book S-4, at Page 76, being in the Northeast 1/4 of Section 14, Township 47 North, Range 33 West, in Grandview, Jackson County, Missouri, being more particularly described as follows:

Commencing at a point on the Westerly right of way line of U.S. Highway 71, said point being 475.00 feet South of the North line of said 1/4 section, said point also being the Northeast corner of Tract B-1; thence along the Northerly line of Tract B-1; North 89 degrees 40 minutes 50 seconds West, 579.52 feet; thence North 89 degrees 49 minutes 26 seconds West, 430.00 feet to the Northeast corner of Tract D-1, said Northeast corner also being the point of beginning; thence North 89 degrees 49 minutes 26 seconds West, 10.00 feet; thence North 00 degrees 10 minutes 34 seconds East, 10.00 feet; thence South 89 degrees 49 minutes 26 seconds East, 38.95 feet; thence North 00 degrees 03 minutes 05 seconds East, 169.31 feet; thence South 89 degrees 46 minutes 46 seconds East, 10.00 feet; thence South 00 degrees 03 minutes 05 seconds West, 179.10 feet; thence North 89 degrees 49 minutes 26 seconds West, 38.97 feet to the point of beginning.

Tract 1 of Survey under Document No. K-1142217 in Survey Book S-4 at Page 4, is now known as Tracts 1, 2, 3 and 4 of Certificate of Survey filed November 13, 1996, as Document No. K-0052123 in Survey Book S-5 at Page 83.

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EXHIBIT “F”

FORM OF TENANT NOTICE LETTER

TRUMAN FARM VILLAS APARTMENTS

[CLOSING DATE]

Tenant Name:

Unit #:

Re: Notice of Sale regarding Truman Farm Villas Apartments, located at 5300 Harry Truman Drive, Grandview, Missouri 64030 (the “Property”)

Dear Resident:

You are hereby notified as follows:

1. As of the date hereof, the Property has been sold to a new owner.

2. The new owner has received and is now responsible for your tenant security, pet and other deposits and credits with respect to your lease at the Property. Any inquiries regarding your deposit should be directed to the on-site manager of the Property.

3. Future rental payments with respect to your lease at the Property should be made to the new owner by delivering a check or money order payable to the order of [_____________________] to the on-site manager of the Property.

Very truly yours,

[BUYER OR BUYER'S MANAGEMENT COMPANY]

By:__________________________

Name:

Title:

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EXHIBIT “G”

FORM OF SECTION 42 MEMORANDUM

This instrument prepared by

And when recorded, return to:

Truman Farm Villas, L.P.

c/o Bouza, Klein & Kaminsky

950 S. Flower Street, Suite 100

Los Angeles, California 90015

Attn:Joseph S. Klein, Esq.

MEMORANDUM OF AGREEMENT

THIS MEMORANDUM OF AGREEMENT (“Memorandum”) is dated as of ____________________, by Steadfast Asset Holdings, Inc., a California corporation (“Buyer”), in favor of Truman Farm Villas, L.P., a Missouri limited partnership (“Seller”).

WHEREAS, Buyer and Seller entered into that certain Real Estate Purchase And Sale Agreement With Escrow Instructions dated as of November __, 2011 (“Agreement”), relating to the sale of that certain real property being more fully described on Exhibit “A” attached hereto and made a part hereof, together with all improvements and other property comprising Property (as defined in the Agreement). Unless otherwise indicated herein, all capitalized terms in this Memorandum shall have the meaning ascribed to them in the Agreement;

WHEREAS, pursuant to Paragraph 23 of the Agreement, the parties have agreed to certain matters related to compliance with the Regulatory Agreements and the Tax Credit Laws, including, without limitation, under Section 42 of the Internal Revenue Code of 1986, as amended, and the regulations applicable thereto, and pursuant to Paragraph 23 of the Agreement Buyer agreed to execute and deliver a memorandum at closing to be recorded in the real property records of County in which the Property is located;

NOW THEREFORE, in consideration of the transactions contemplated in the Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer hereby executes, delivers and records this Memorandum to place third parties on notice of the existence of the surviving covenants and agreements of Buyer (and any transferee thereof) with respect to the Regulatory Agreements and the Tax Credit Laws, as set forth in Paragraph 23 of the Agreement.

1.Seller hereby assigns, sells, transfers, sets over and delivers unto Buyer all of Seller's estate, right, title and interest in and to the Regulatory Agreements and Buyer hereby accepts such assignment and assumes, confirms and agrees to undertake all of the obligations arising or accruing under the Regulatory Agreements and the Tax Credit Laws applicable to the Property from and after

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the date of this Memorandum. The provisions of this Paragraph 1 shall survive any termination of this Memorandum.

2.Without limiting the foregoing, Buyer agreed that it would not, directly or indirectly, sell, transfer or otherwise convey the Property (or any controlling interest therein), unless the prospective buyer agreed in writing to assume all obligations of Buyer under Paragraph 23 of the Agreement, including, without limitation, Buyer's indemnity obligations set forth in Paragraph 23(c) thereof.

3.This Memorandum shall be subordinate to the rights of [BUYER'S LENDER] and any refinancing(s) thereof. Upon request, Seller shall execute such further documents and instruments as may reasonably be necessary to evidence the subordination of its rights hereunder to the rights of such lienholder(s).

4.SunAmerica Housing Fund 378, a Nevada limited partnership and SLP Housing III LLC, a Nevada limited liability company, a limited partner of Seller (“Limited Partner”), is expressly acknowledged as having a significant economic interest in the Buyer's performance of its obligations under this Memorandum and under Paragraph 23 of the Agreement (collectively, the “Obligations”). Buyer agrees that the Limited Partner is a third-party beneficiary of the Obligations and is entitled to enforce the Obligations to the full extent otherwise applicable to Seller.

5.Nothing in this Memorandum shall be construed as amending or modifying the rights and obligations of Buyer and Seller under the Agreement.

THIS MEMORANDUM SHALL TERMINATE BY ITS OWN TERMS WITHOUT ANY FURTHER ACTION REQUIRED OF ANY PARTY, EFFECTIVE AS OF MIDNIGHT ON December 31, 2013.

IN WITNESS WHEREOF, Buyer hereby executes this Memorandum as of the date first written above.

Steadfast Asset Holdings, Inc., a California corporation

By:__________________

Name:

Title:

(See acknowledgment on next page)

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[CONFORM FORM OF NOTARY TO LOCAL LAW]

STATE OF ______________)

: ss.

COUNTY OF ____________)

The foregoing instrument was acknowledged before me this ______ day of _________________________, 20____ by _______________________. He or she is personally known to me or has produced ________________ as identification and did (did not) take an oath.

____________________________________

NOTARY PUBLIC

Residing at:__________________________

My Commission Expires:

___________________________

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EXHIBIT “A” TO MEMORANDUM OF AGREEMENT

LEGAL DESCRIPTION OF THE PROPERTY

Parcel A:

PART OF TRACT D-1, OF THE CERTIFICATE OF SURVEY FILED MAY 26, 1994, UNDER DOCUMENT NO. K-1142217, IN BOOK S-4, AT PAGE 76, BEING IN THE NORTHEAST 1/4 OF SECTION 24, TOWNSHIP 47 NORTH, RANGE 35 WEST, IN GRANDIEW, JACKSON COUNTY, MISSOURI, BEING MORE PARTICULARY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE WESTERLY RIGHT OF WAY LINE OF U.S HIGHWAY 71, SAID POINT BEING 475.00 FEET SOUTH OF THE NORTH LINE OF SAID 1/4 SECTION, SAID POINT ALSO BEING THE NORTHEAST CORNER OF TRACT B-3; THENCE ALONG THE NORTHERLY LINE OF TRACT B-3 NORTH 89 DEGREES 40' 50” WEST, 579.52 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 430.00 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00 DEGREES 70' 34” WEST, 55.00 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 58.89 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 45 DEGREES 10' 34” WEST, 106.39 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 417.89 FEET; THENCE SOUTH 19 DEGREES 47' 47” WEST, 166.15 FEET; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF HARRY TRUMAN DRIVE, NORTH 89 DEGREES 38' 21” WEST, 361.64 FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 9 DEGREES 17' 46” AND AN ARC LENGTH OF 84.85 FEET; THENCE LEAVING SAID NORTHERLY RIGHT OF WAY LINE, NORTH, 330.51 FEET; THENCE WEST, 184.04 FEET; THENCE NORTH, 181.97 FEET; THENCE WEST, 190.70 FEET; THENCE ALONG THE EASTERLY RIGHT OF WAY LINE OF BLUE RIDGE BOULEVARD, ALONG A CURVE TO THE LEFT HAVING AN INITIAL TANGENT BEARING OF NORTH 0 DEGREES 55' 57” EAST, A RADIUS OF 623.69 FEET, A CENTRAL ANGLE OF 0 DEGREES 45' 23” AND AN ARC LENGTH OF 8.23 FEET; THENCE NORTH 00 DEGREES 10' 34” EAST, 74.09 FEET; THENCE LEAVING SAID EASTERLY RIGHT OF WAY LINE NORTH 89 DEGREES 23' 57” EAST, 200.02 FEET; THENCE NORTH 00 DEGREES 36' 03” WEST, 200.01 FEET; THENCE SOUTH 89 DEGRES 46' 46” EAST, 48.05 FEET; THENCE SOUTH 89 DEGREES 49' 26” EAST 866.93 FEET TO THE POINT OF BEGINNING.

NOW KNOWN AS TRACT 2 OF CERTIFICATE OF SURVEY FILED NOVEMBER 13, 1996, AS DOCUMENT NO. K-0052123 IN SURVEY BOOK S-5 at PAGE 83.

PARCEL B:

PART OF TRACT D-1, OF THE CERTIFICATE OF SURVEY FILED MAY 26. 1994, UNDER DOCUMENT NO. K-1142277, IN BOOK S-4, AT PAGE 76, BEING IN THE NORTHEAST 1/4 OF SECTION 14, TOWNSHIP 47 NORTH RANGE 33 WEST, IN GRANDVIEW, JACKSON COUNTY, MISSOURI, BEING MORE PARTICULARY DESCRIBED AS FOLLOWS:

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COMMENCING AT A POINT ON THE WESTERLY RIGHT OF WAY LINE OF U.S. HIGHWAY 71, SAID POINT BEING 475.00 FEET SOUTH OF THE NORTH LINE OF SAID 1/4 SECTION, SAID POINT ALSO BEING THE NORTHEAST CORNER OF TRACT B-3; THENCE ALONG THE NORTHERLY LINE OF TRACT B-3; NORTH 89 DEGREES 40' 50” WEST, 579.52 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST 430.00 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 55.00 FEET; THENCE NORTH 89 DEGREES 49' 28” WEST, 58.89 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 45 DEGREES 10' 34” WEST, 106.39 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 417.89 FEET; THENCE SOUTH 19 DEGREES 47' 47” WEST, 166.15 FEET; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF HARRY TRUMAN DRIVE, NORTH 85 DEGREES 38' 21” WEST, 361.64 FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 38 DEGREES 03' 31” AND AN ARC LENGTH OF 347.37 FEET; THENCE NORTH 51 DEGREES 35' 09” WEST, 79.16 FEET TO THE POINT OF BEGINNING; THENCE NORTH 51 DEGREES 35' 09” WEST, 53.05 FEET; THENCE ON A NON TANGENT CURVE TO THE LEFT HAVING A CHORD BEARING OF NORTH 48 DEGREES 40' 07” WEST, A RAIDUS OF 190.23 FEET, A CENTRAL ANGLE OF 25 DEGREES 50' 00”, AND AN ARC LENGTH OF 85.77 FEET; THENCE NORTH 61 DEGREES 35'07” WEST, 12.05 FEET; THENCE NORTH 19 DEGREES 00' 00” WEST, 4.61 FEET; THENCE SOUTH 89 DEGREES 38'39” EAST, 4.74 FEET; THENCE NORTH 17 DEGREES 19' 41” WEST, 33.27 FEET; THENCE ON A NON TANGENT CURVE TO THE LEFT HAVING AN INITIAL TANGENT BEARING OF NORTH 22 DEGREES 23' 32” EAST, AND A RADIUS OF 623.59 FEET, A CENTRAL ANGLE OF 21 DEGREES 23' 03” AND AN ARC LENGTH OF 232.78 FEET; THENCE LEAVING SAID NORTHERLY RIGHT OF WAY LINE, EAST, 190.70 FEET; THENCE SOUTH, 181.97 FEET; THENCE SOUTH 33 DEGREES 17'19” WEST, 209.96 FEET TO THE POINT OF BEGNNING.

NOW KNOWN AS TRACT 3 OF CERTIFICATE OF SURVERY FILED NOVEMBER 13, 1996, AS DOCUMENT NO. K-0052123 IN SURVEY BOOK S-5 at PAGE 83.

PARCEL C:

PART OF TRACT D-1, OF THE CERTIFICATE OF SURVEY FILED MAY 25, 1994, UNDER DOCUMENT NO. K-1142277, IN BOOK S-4. AT PAGE 76, BEING IN THE NORTHEAST 1/4 OF SECTION 14. TOWNSHIP 47 NORTH. RANGE 33 WEST, IN GRANDVIEW, JACKSON COUNTY, MISSOURI, BEING MORE PART1CULARY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE WESTERLY RIGHT OF WAY LINE OF U.S. HIGHWAY 71, SAID POINT BEING 475.00 FEET SOUTH OF THE NORTH LINE OF SAID 1/4 SECTION, SAID POINT ALSO BEING THE NORTHEAST CORNER OF TRACT B-3; THENCE ALONG THE NORTHERLY LINE OF TRACT B-3; NORTH 89 DEGREES 40' 50” WEST, 579.52 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 430.00 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 55.00 FEET; THENCE NORTH 89 DEGREES 49' 26” WEST, 58.89 FEET;

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THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00' 00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 45 DEGREES 10' 34” WEST, 106.39 FEET; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 100.00 FEET, A CENTRAL ANGLE OF 45 DEGREES 00'00” AND AN ARC LENGTH OF 78.54 FEET; THENCE SOUTH 00 DEGREES 10' 34” WEST, 417.89 FEET; THENCE SOUTH 19 DEGREES 47' 47” WEST, 166.15 FEET; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF HARRY TRUMAN DRIVE, NORTH 89 DEGREES 38' 21” FEET 361.64 FEET; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 9 DEGREES 17' 46” AND AN ARC LENGTH OF 84.85 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING ON THE RIGHT OF WAY OF HARRY TRUMAN DRIVE ON A CURVE TO THE RIGHT HAVING A RADIUS OF 522.96 FEET, A CENTRAL ANGLE OF 28 DEGREES 45' 45” AND AN ARC LENGTH OF 262.52 FEET; THENCE NORTH 51 DEGREES 35' 09” WEST, 79.16 FEET; THENCE NORTH 33 DEGREES 17' 19” EAST, 209.96 FEET; THENCE EAST, 184.04 FEET; THENCE SOUTH, 330.51 FEET TO THE POINT OF BEGINNING.

NOW KNOWN AS TRACT 4 OF CERTIFICATE OF SURVERY FILED NOVEMBER 13, 1996, AS DOCUMENT NO. K-0052123 IN SURVEY BOOK S-5 at PAGE 83.

Parcel D:

Easement for Pedestrian Access for the benefit of Tract 1 as created by the instrument recorded September 10, 1996 as Document No. K-41073, over, under and across the land described as follows:

Part of TRACT Dl, of the Certificate of Survey filed May 26, 1994, under Document No. K-1142217, in Book S-4, at Page 76, being in the Northeast 1/4 of Section 14, Township 47 North, Range 33 West, in Grandview, Jackson County, Missouri, being more particularly described as follows:

Commencing at a point on the Westerly right of way line of U.S. Highway 71, said point being 475.00 feet South of the North line of said 1/4 section, said point also being the Northeast corner of Tract B-1; thence along the Northerly line of Tract B-1; North 89 degrees 40 minutes 50 seconds West, 579.52 feet; thence North 89 degrees 49 minutes 26 seconds West, 430.00 feet to the Northeast corner of Tract D-1, said Northeast corner also being the point of beginning; thence North 89 degrees 49 minutes 26 seconds West, 10.00 feet; thence North 00 degrees 10 minutes 34 seconds East, 10.00 feet; thence South 89 degrees 49 minutes 26 seconds East, 38.95 feet; thence North 00 degrees 03 minutes 05 seconds East, 169.31 feet; thence South 89 degrees 46 minutes 46 seconds East, 10.00 feet; thence South 00 degrees 03 minutes 05 seconds West, 179.10 feet; thence North 89 degrees 49 minutes 26 seconds West, 38.97 feet to the point of beginning.

Tract 1 of Survey under Document No. K-1142217 in Survey Book S-4 at Page 4, is now known as Tracts 1, 2, 3 and 4 of Certificate of Survey filed November 13, 1996, as Document No. K-0052123 in Survey Book S-5 at Page 83.

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EXHIBIT “H”

RENT ROLL

<Attached>

H-1

EXHIBIT “I”

LIST OF PROPERTY FILES

2010 and 2011 monthly rent rolls and the current rent roll

Current standard tenant lease form (with all addendums, riders and exhibits)

Copies of current tenant leases (including amendments) and copies of tenant files (available on-site)

Unaudited monthly income statements for the Property, year-to-date (through September 30, 2011) and for the previous three (3) years

Current year budget for the Property

Occupancy report (by month) for the past three (3) years

Copy of the property management agreement

Listing of current on-site employees, their titles and duties / job description / compensation structure

Service Contracts

Three (3) year loss run, and copies of insurance certificates

The utility bills for the Property for the past twelve (12) calendar months

List of capital expenses for the previous three (3) years for the Property

Regulatory Agreements

Licenses, permits, and certificates of occupancy

As-built (ALTA or other) surveys for the Property

Phase I Environmental Site Assessments

Third party engineering reports

Most recent compliance audit from the Housing Authority

Outstanding, unresolved IRS Form 8823s

Schedule of Personal Property

8609's

Aged delinquency report

2010 audited financial statement

2011 trial balance (as of September 30, 2011)

2011 general ledger (as of September 30, 2011)

2010 and 2011 monthly bank statements and reconciliations

2010 and 2011 real property tax invoices with check copies

2010 and 2011 insurance invoices with check copies

Access to reasonable number of 2010 and 2011 invoices to be selected by Auditors for review

2011 cash disbursement journal (as of September 30, 2011)

2010 cash disbursement journal

2010 trial balance

2010 general ledger

Accounts payable detail for December 31, 2010 and September 30, 2011

Access to a reasonable number of 2010 lease agreements and amendments as selected by the Auditors.

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EXHIBIT “J”

[FORM OF]

GUARANTY

WHEREAS, Truman Farm Villas, L.P., a Missouri limited partnership (“Seller”), in connection with that certain Real Estate Purchase And Sale Agreement With Escrow Instructions (the “Agreement”; except as otherwise set forth herein, all defined terms shall have the same meaning as set forth in the Agreement) dated as of November __, 2011 by and between, Seller and Steadfast Asset Holdings, Inc., a California corporation, requires as a condition to the Closing that the undersigned (each of undersigned herein referred to as a “Guarantor”) guarantee the full payment and performance of the obligations of Buyer under Paragraph 23 of the Agreement.

WHEREAS, the undersigned desires that Seller consummate the transactions contemplated by the Agreement and Seller is relying on this Guaranty by each of the undersigned as a material condition to the consummation of the transactions contemplated by the Agreement.

NOW, THEREFORE, in consideration of the consummation of the transactions contemplated by the Agreement by Seller, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor agrees as follows:

1.Guarantor hereby unconditionally and irrevocably guarantees the payment and performance of, and unconditionally and irrevocably promises to pay and perform, all of the obligations of Buyer under Paragraph 23 of the Agreement.

2.In such manner, upon such terms and at such times as Seller shall deem best, and without notice to or the consent of Guarantor, Seller may alter, compromise, extend or change the time or manner for the payment or performance of any obligation hereby guaranteed, grant any indulgence, forbearance or waiver with respect to the obligations guaranteed hereby, substitute or add any one or more guarantors, accept additional or substituted security for the payment or performance of any such obligation, or release or subordinate any security therefore, any and all of which may be accomplished without any effect on the obligations of Guarantor hereunder. No exercise or non-exercise by Seller of any right hereby given, no dealing by Seller with Buyer, any other guarantor or other person, and no change, impairment or suspension of any right or remedy of Seller shall in any way affect any of the obligations of Guarantor hereunder or any security furnished by Guarantor or give Guarantor any recourse against Seller.

3.Guarantor hereby waives notice of acceptance of this Guaranty by Seller and this Guaranty shall immediately be binding upon Guarantor.

4.Guarantor hereby waives and agrees not to assert or take advantage of any of the following:

(a)Any right to require Seller to proceed against Buyer or any other person or to proceed or exhaust any security held by Seller at any time or to pursue any other remedy in

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Seller's power before proceeding against Guarantor;

(b)Any defense based on the statute of limitations in any action hereunder or in any action for the payment or performance of any obligation hereby guaranteed;

(c)Any defense that may arise by reason of the incapacity, lack of authority, bankruptcy, death or disability of any other person or persons or the failure of Seller to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons;

(d)Any right to receive demands, protests and notices of any kind including, but not limited to, notice of the existence, creation or incurring of any new or additional obligation or of any action or non-action on the part of Buyer, Seller or any other person;

(e)Any defense based on an election of remedies including, but not limited to, any action by Seller which shall destroy or otherwise impair any subrogation right of Guarantor or the right of Guarantor to proceed against Buyer for reimbursement, or both;

(f)Any duty on the part of Seller to disclose to Guarantor any facts Seller may now or hereafter know about Buyer, regardless of whether Seller has reason to believe that such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of Buyer and of all circumstances bearing on the risk of nonpayment or nonperformance of any obligation hereby guaranteed;

(g)Any defense based upon an election of remedies by Seller, the right of Guarantor to proceed against Seller for reimbursement, or both;

(h)Any right to receive notice of or to consent to any amendments that may hereafter be made to the Agreement; and

(i)Any defense based on the fact that Guarantor's obligations hereunder are larger or more burdensome than that of Buyer's under the Agreement.

5.Until all obligations hereby guaranteed shall have been fully paid and performed, Guarantor shall have no right of subrogation and waives any right to enforce any remedy which Seller now has or may hereafter have against Buyer and any benefit of, and any right to participate in, any security now or hereafter held by Seller.

6.All existing and future obligations of Buyer to Guarantor, or any person owned in whole or in part by Guarantor (other than obligations to make distributions as required under the Internal Revenue Code due to REIT status), and the right of Guarantor to cause or permit itself or such person to withdraw any capital invested in Buyer are hereby subordinated to all obligations

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hereby guaranteed, and, without the prior written consent of Seller, such obligations to Guarantor shall not be paid or performed, and such capital shall not be withdrawn, in whole or in part, while Buyer is in default under the Agreement.

7.All rights, powers and remedies of Seller hereunder and under any other agreement now or at any time hereafter in force between Seller and Guarantor shall be cumulative and not alternative, and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Seller at law or in equity. This Guaranty is in addition to and exclusive of the guarantee of any other guarantor of any obligation of Buyer to Seller.

8.The obligations of Guarantor hereunder are independent of the obligations of Buyer under the Agreement, and, in the event of any default hereunder or under the Agreement, a separate action or actions may be brought and prosecuted against Guarantor, whether or not Buyer, any other guarantor or any other person is joined therein or a separate action or actions are brought against Buyer, any other guarantor or any other person. Seller may maintain successive actions for other defaults. Seller's rights hereunder shall not be exhausted by its exercise of any of its rights or remedies or by any such action or by any number of successive actions until and unless all obligations hereby guaranteed shall have been fully paid and performed.

9.Guarantor shall pay to Seller all attorneys' fees and all costs and other expenses which Seller shall expend or incur in collecting or compromising any obligation hereby guaranteed or in enforcing this Guaranty against Guarantor, whether or not suit is filed including, but not limited to, attorneys' fees, costs and other expenses incurred by Seller in connection with any insolvency, bankruptcy, reorganization, arrangement or other similar proceeding involving Guarantor which in any way affects the exercise by Seller of its rights and remedies hereunder.

10.Should any one or more provisions of this Guaranty be determined to be invalid, illegal or unenforceable, all other provisions shall nevertheless be valid, legal and effective.

11.This Guaranty shall inure to the benefit of Seller and to SHF (which is expressly made a third party beneficiary hereof and hereto, with the right to take direct action hereon and to exercise any rights or remedies afforded to Seller hereunder), and each of their respective successors and assigns, and shall bind the heirs, executors, administrators, successors and assigns of Guarantor. This Guaranty may be assigned by Seller or SHF, respectively, and, when so assigned, Guarantor shall be liable to the assignee(s) without in any manner affecting the liability of Guarantor hereunder.

12.Upon full payment and performance of all obligations hereby guaranteed, this Guaranty shall be of no further force or effect. Notwithstanding the foregoing or anything else set forth herein, and in addition thereto, if at any time all or any part of any payment received by Seller from Guarantor under or with respect to this Guaranty is or must be rescinded or returned for any reason whatsoever (including, but not limited to, determination that said payment was a voidable preference or fraudulent transfer under insolvency, bankruptcy or reorganization laws), then Guarantor's obligations hereunder shall, to the extent of the payment rescinded or returned, be deemed to have continued in existence, notwithstanding such previous receipt of payment by Seller,

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and Guarantor's obligations hereunder shall continue to be effective or be reinstated as to such payment, all as though such previous payment to Seller had never been made. The provisions of the foregoing sentence shall survive termination of this Guaranty, and shall remain a valid and binding obligation of Guarantor.

13.No provision of this Guaranty or right of Seller hereunder can be waived or modified, nor can Guarantor be released from Guarantor's obligations hereunder, except by a writing duly executed by Seller and SHF.

14.When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural and the masculine shall include the feminine and neuter and vice versa. The word “person” as used herein shall include any individual, company, firm, association, partnership, corporation, trust or other legal entity of any kind whatsoever.

15.If more than one person or entity is a Guarantor hereunder, then (a) each Guarantor is jointly and severally liable for all of the obligations under this Guaranty; (b) all representations, warranties, and covenants made by any Guarantor hereunder shall be deemed representations, warranties, and covenants of each Guarantor; (c) any breach, default or event of default by any Guarantor hereunder shall be deemed to be a breach, default, or event of default of each Guarantor; and (d) any reference herein contained to the knowledge or awareness of Guarantor shall mean the knowledge or awareness of any Guarantor.

16.This Guaranty shall be governed by and construed in accordance with the laws of the State. In any action brought under or arising out of this Guaranty, Guarantor hereby consents to the jurisdiction of any competent court within the State and hereby consents to service of process by any means authorized by the laws of State. This Guaranty shall constitute the entire agreement of Guarantor with respect to the subject matter hereof, and no representation, understanding, promise or condition concerning the subject matter hereof shall be binding upon Seller unless expressed herein.

17.Each Guarantor hereby represents and warrants to Seller that: (a) such Guarantor (unless a natural person) is duly organized, validly existing and in good standing under the laws of the state of its formation; (b) such Guarantor has the full power and authority, and is duly and legally authorized, to execute, deliver and perform this Guaranty and has taken all necessary action to authorize its execution, delivery and performance of this Guaranty; (c) this Guaranty has been duly executed and delivered by such Guarantor (and if such Guarantor is not a natural person, by a duly authorized representative of such Guarantor), and this Guaranty is the legal, valid and binding obligation of such Guarantor; (d) no consents or permissions are required to be obtained by Guarantor for the execution and performance of this Guaranty; (e) the execution, delivery and performance of this Guaranty will not violate any provision of, result in a breach of any of the terms or provisions of, or constitute a default under, any existing law or regulation binding on such Guarantor, or order, judgment or decree of any court, arbitrator or governmental authority binding on such Guarantor, or other agreement or document to which the Guarantor is a party or by which it is bound; (f) the

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financial information delivered by such Guarantor to Seller is not misleading in any material respect when taken in the aggregate; (g) Guarantor is the owner of a beneficial interest in Buyer and/or shall otherwise substantially benefit, directly and indirectly, from Buyer's completion of the transactions contemplated by the Purchase Agreement; (h) Guarantor has received fair value and adequate consideration for the execution and performance of this Guaranty; and (i) the execution and performance of this Guaranty will render Guarantor neither insolvent nor unable to pay its debts as they become due.

18.This Guaranty may be executed in counterparts, each of which shall constitute a separate document but all of which together shall constitute one and the same agreement. Signature pages may be detached and reattached to physically form one document.

< Signatures On Next Page(s)>

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IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed under seal as of the date set forth below.

Date:______________________ Address:______________________ ______________________ ______________________ Telephone:______________________ Date of Birth:_______________________	GUARANTOR: Steadfast REIT Holdings, LLC ______________________________
Date:______________________ Address:______________________ ______________________ ______________________ Telephone:______________________ Date of Birth:_______________________	GUARANTOR: Steadfast REIT Investments, LLC ______________________________
Date:______________________ Address:______________________ ______________________ ______________________ Telephone:______________________ Date of Birth:_______________________	GUARANTOR: Steadfast Income REIT, Inc. ______________________________
Date:______________________ Address:______________________ ______________________ ______________________ Telephone:______________________ Date of Birth:_______________________	GUARANTOR: Steadfast Income Advisors, LLC ______________________________

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EXHIBIT “K”

[FORM OF]

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

ASSIGNMENT AND ASSUMPTION OF REAL ESTATE PURCHASE AND SALE AGREEMENT WITH ESCROW INSTRUCTIONS

ASSIGNMENT AND ASSUMPTION OF REAL ESTATE PURCHASE AND SALE AGREEMENT WITH ESCROW INSTRUCTIONS (“Assignment”) dated as of [DATE], and entered into by and between Steadfast Asset Holdings, Inc., a California corporation (“Assignor”) and [PERMITTED ASSIGN] (“Assignee”).

RECITALS

WHEREAS, Assignor and Truman Farm Villas, L.P., a Missouri limited partnership (“Seller”) have entered into that certain Real Estate Purchase and Sale Agreement with Escrow Instructions dated as of [PA DATE] (the “[Original] Agreement”).

[WHEREAS, Seller and Assignor have entered into that certain First Amendment to Real Estate Purchase and Sale Agreement with Escrow Instructions dated as of [AMENDMENT DATE] (the “First Amendment”). [OTHER AMENDMENTS.] The Original Agreement, as amended by the First Amendment [AND OTHER AMENDMENTS], is referred to herein as the “Purchase Agreement”).]

WHEREAS, Assignor wishes to assign all of Assignor's right, title and interest as Buyer in, to and under the Purchase Agreement to Assignee.

WHEREAS, in connection with the Purchase Agreement and the transactions contemplated thereby, Steadfast REIT Holdings, LLC, Steadfast REIT Investments, LLC, Steadfast Income REIT, Inc. and Steadfast Income Advisors, LLC (each a “Guarantor” and, collectively, the “Guarantors”) have agreed to guarantee the full payment and performance of certain obligations of Buyer under the Purchase Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the sum of Ten and No/100 Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Assignment. Assignor hereby assigns to Assignee all of Assignor's right, title and interest in, to and under the Purchase Agreement.

2.Acceptance and Assumption by Assignee. Assignee hereby accepts the foregoing assignment from Assignor. Assignee hereby assumes and agrees to pay and

K-1

perform all of Assignor's obligations under the Purchase Agreement and to observe all of the terms, covenants and conditions applicable to Buyer thereunder. Assignee hereby further agrees to be bound by all approvals and waivers by Assignor prior to this Assignment.

3.Continuing Liability. Notwithstanding the foregoing assignment and assumption, Assignor is not released from any obligations under the Purchase Agreement. Assignor and Assignee shall be jointly and severally liable for the payment of and performance of all of Buyer's obligations under the Purchase Agreement and the observation all of the terms, covenants and conditions applicable to Buyer thereunder.

4.Miscellaneous.

a.Definitions. Capitalized terms used in this Assignment that are not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

b.Partial Invalidity. If any term or provision of this Assignment or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Assignment, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Assignment shall be valid and enforced to the fullest extent permitted by law.

c.No Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act.

d.Binding Effect. This Assignment shall be binding upon and inure to the benefit of Seller, Assignor, Assignee, each Guarantor and their respective permitted successors and assigns.

e.Entire Agreement. This Assignment is the final expression of, and contains the entire agreement among, the parties hereto with respect to the subject matter set forth herein and may not be modified other than by an agreement in writing signed each party hereto and Seller.

f.Governing Law; Venue. The parties hereto expressly agree that this Assignment shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State. Any dispute arising under this Assignment or the documents referred to herein will be adjudicated exclusively in the courts of the State with venue in the Jurisdiction.

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g.No Modification. All terms and conditions of the Purchase Agreement, together with any and all exhibits thereto, shall remain unmodified and are in full force and effect and enforceable in accordance with their terms.

h.Counterparts. This Assignment may be executed in counterparts, each of which shall constitute a separate document but all of which together shall constitute one and the same agreement. Signature pages may be detached and reattached to physically form one document. A signature scanned and sent by facsimile and/or e-mail shall be binding as an original signature.

<Signatures follow on next page(s)>

K-3

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

Steadfast Asset Holdings, Inc., a California corporation

By: _____________________

Name:

Title:

[ASSIGNEE]

By: _____________________

Name:

Title:

CONSENT OF GUARANTORS: Each Guarantor hereby consents to this Assignment.

Steadfast REIT Holdings, LLC

By: _____________________

Name:

Title:

Steadfast REIT Investments, LLC

By: _____________________

Name:

Title:

Steadfast Income REIT, Inc.

By: _____________________

Name:

Title:

Steadfast Income Advisors, LLC

By: _____________________

Name:

Title:

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EX-10.2

EXHIBIT 10.2

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STEADFAST ASSET HOLDINGS, INC., a California corporation (“Assignor”), hereby assigns to SIR TRUMAN FARM, LLC, a Delaware limited liability company (“Assignee”), all of Assignor's rights and obligations under and in regard to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated November 3, 2011, as amended to the date hereof (as amended, the “Purchase Agreement”), between Truman Farm Villas, L.P. (“Seller”) and Assignor for the purchase and sale of that certain real property located in Grandview, Missouri, as more particularly described in Exhibit A attached hereto (the “Property”).

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

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

(SIGNATURES APPEARS ON FOLLOWING PAGE)

WITNESS THE EXECUTION HEREOF, as of this December 1, 2011.

ASSIGNOR:

STEADFAST ASSET HOLDINGS, INC.,

a California corporation

By:/s/ Ana Marie del Rio

Name:Ana Marie del Rio

Title:Vice President

ASSIGNEE:

SIR TRUMAN FARM, LLC

an Delaware limited liability company

By: Steadfast Income Advisor, LLC,

a Delaware limited liability

company, its Manager

By:/s/ Rodney F. Emery

Name:Rodney F. Emery

Title:CEO and President

Exhibit A

DESCRIPTION OF THE LAND

That certain real property described as:

See attached.

EX-10.3

EXHIBIT 10.3

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

by and between

WINDSOR ON THE RIVER, LLC,

a Delaware limited liability company

(“Seller”)

and

STEADFAST ASSET HOLDINGS, INC.,

a California corporation

(“Buyer”)

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TABLE OF CONTENTS

Page No.

1. PURCHASE AND SALE1

2. PURCHASE PRICE2

3. PAYMENT OF PURCHASE PRICE2

4. BUYER'S REMEDIES3

5. ESCROW INSTRUCTIONS3

6. CLOSING5

7. BUYER'S REVIEW5

8. REPRESENTATIONS AND WARRANTIES8

9. COVENANTS12

10. ADJUSTMENTS AND PRORATIONS15

11. CLOSING DOCUMENTS16

12. COSTS17

13. CASUALTY OR CONDEMNATION17

14. ATTORNEYS' FEES18

15. ASSIGNMENT18

16. WAIVER18

17. GOVERNING LAW; TIME18

18. NOTICES18

19. ENTIRE AGREEMENT19

20. COUNTERPARTS; COPIES19

21. AUTHORITY19

22. RECORD ACCESS AND RETENTION19

23. CONTRACT CONSIDERATION20

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EXHIBITS

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

SCHEDULES

Schedule 1	Leases
Schedule 2	Vendors

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PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into as of the 21st day of October, 2011, by and between WINDSOR ON THE RIVER, LLC, a Delaware limited liability company (“Seller”), and STEADFAST ASSET HOLDINGS, INC., a California corporation (“Buyer”), with reference to the following facts:

RECITALS:

A.Seller is the fee owner of that certain land with a multi‑family housing project consisting of four hundred twenty-four (424) units situated thereon, and which is located at 2200 Buckingham Drive NW, Cedar Rapids, Iowa, and more particularly described in Exhibit “A” attached hereto (together with all structures, improvements, machinery, fixtures and equipment affixed or attached to the land, the “Real Property”).

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

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

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

1.1The Real Property;

1.2All easements, licenses, interests, rights, and privileges appurtenant to the Real Property, including, without limitation, all water and water rights;

1.3All equipment, tools, machinery, materials, supplies and other tangible personal property owned by Seller and located on or used in connection with or arising out of the ownership of the Real Property as of the date hereof, as more particularly described in Exhibit “B” attached hereto (collectively, “Personal Property”);

1.4All leases and occupancy agreements relating to the Property in effect on the Date of Closing (as hereinafter defined), including all amendments thereto (collectively, “Leases”) (the Leases in effect on the date of this Agreement are identified on the rent roll attached hereto as Schedule 1);

1.5Subject to Section 7.6 below, all maintenance, supply or other contracts

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relating to the operation of the Property in effect as of the date hereof (collectively, “Contracts”), which Contracts are with the vendors identified on Schedule 2 attached hereto;

1.6All approvals, plans, studies and surveys relating to the Property (collectively, “Approvals”); and

1.7All entitlements and intangible personal property in connection with or arising out of the ownership of the Real Property, including, without limitation, all licenses, permits and certificates of occupancy for the Real Property and trade names and logos (collectively, “Intangible Property”).

2.Purchase Price. The total purchase price (“Purchase Price”) to be paid by Buyer to Seller for the Property shall be THIRTY‑THREE MILLION AND 00/100 DOLLARS ($33,000,000.00), payable as provided in Section 3 below. The Purchase Price shall be comprised of the following: (a) the outstanding principal balance, as of the Closing Date (as defined in Section 6.1 below), of the existing promissory note (“Note”) given by Seller to Wells Fargo Bank, N.A. (“Lender”), in connection with a loan from Lender to Seller (“Loan”), which Note is secured by a mortgage on the Property, (b) the Deposit (as defined in Section 3.1 below), and (c) the Closing Funds (as defined in Section 3.2 below).

3.Payment of Purchase Price. The Purchase Price shall be paid as follows:

3.1Deposit. Within five (5) business days after the mutual execution of this Agreement, Buyer shall deliver to First American Title Insurance Company (“Escrow Holder”), which has an address of 5 First American Way, Santa Ana, California 92707, Attn: Ryan Hahn, the sum of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) (“Initial Deposit”) in immediately available funds as a good faith deposit. The Initial Deposit and the Extension Deposit (as hereinafter defined), and all interest earned thereon, shall be collectively referred to in this Agreement as the “Deposit”. The Deposit shall be in the form of wire transfer, cash or certified or bank cashier's check. Escrow Holder shall place the Deposit in an interest-bearing account. All interest earned on the Deposit shall be included within the meaning of the term “Deposit” in this Agreement. If Closing occurs in accordance with this Agreement, the Deposit shall be applied against the Purchase Price. The Deposit shall be returned to Buyer if Escrow fails to close due to (i) Seller's breach of this Agreement, (ii) the failure of a Buyer condition to close, or (iii) a casualty or condemnation event as described in Section 13 below.

3.2Remainder of Purchase Price. Before Close of Escrow, Buyer shall deposit into Escrow immediately available funds in an amount which, when added to the Deposit and the outstanding balance under the Note as of the Closing Date, will equal the Purchase Price (“Closing Funds”), plus any additional amounts necessary to cover costs and/or prorations under this Agreement.

3.3Liquidated Damages. SELLER AND BUYER AGREE THAT, IF THE PURCHASE AND SALE OF THE PROPERTY IS NOT COMPLETED AND THIS AGREEMENT TERMINATES BECAUSE BUYER MATERIALLY DEFAULTS UNDER

2

OR MATERIALLY BREACHES THIS AGREEMENT, THE PORTION OF THE DEPOSIT THEN DEPOSITED WITH ESCROW HOLDER PURSUANT TO THIS AGREEMENT AND ALL INTEREST THEREON SHALL BE PAID TO SELLER UPON TERMINATION OF THIS AGREEMENT AND RETAINED BY SELLER AS LIQUIDATED DAMAGES AND AS SELLER'S SOLE REMEDY AT LAW OR IN EQUITY. SELLER AND BUYER AGREE THAT, UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, ACTUAL DAMAGES MAY BE DIFFICULT TO ASCERTAIN AND THE PORTION OF THE DEPOSIT THEN DEPOSITED WITH ESCROW HOLDER PURSUANT TO THIS AGREEMENT AND ALL INTEREST THEREON IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCURRED BY SELLER IF BUYER MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT AND FAILS TO PURCHASE THE PROPERTY.

SELLER'S INITIALS: _______ BUYER'S INITIALS: ________

4.Buyer's Remedies. SELLER AND BUYER AGREE THAT IF THE PURCHASE AND SALE OF THE PROPERTY IS NOT COMPLETED AND THIS AGREEMENT TERMINATES BECAUSE SELLER MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT OR IF SELLER OTHERWISE FAILS TO SATISFY ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER MAY (i) DEMAND THE RETURN OF THE PORTION OF THE DEPOSIT THEN DEPOSITED WITH ESCROW HOLDER PURSUANT TO THIS AGREEMENT AND ALL INTEREST THEREON, WHICH DEMAND SHALL OPERATE TO TERMINATE THIS AGREEMENT IF NOT ALREADY TERMINATED, (ii) COMPEL SPECIFIC PERFORMANCE OF SELLER'S OBLIGATIONS UNDER THIS AGREEMENT, AND/OR (iii) PURSUE ANY AND ALL OTHER RIGHTS AND REMEDIES THAT MAY BE AVAILABLE TO BUYER AT LAW OR IN EQUITY.

SELLER'S INITIALS: _______ BUYER'S INITIALS: ________

5.Escrow Instructions.

5.1Opening of Escrow. Within three (3) business days after the mutual execution of this Agreement, the parties shall open an escrow (“Escrow”) with Escrow Holder in order to consummate the purchase and sale in accordance with the terms and provisions hereof. This Agreement shall be deposited in the Escrow and the provisions hereof shall constitute joint primary escrow instructions to Escrow Holder; provided, however, that the parties shall execute such additional instructions as requested by Escrow Holder not inconsistent with the provisions hereof. The date as of which Escrow Holder shall have received executed counterparts of this Agreement from both Seller and Buyer shall constitute the “Opening of Escrow.” Escrow Holder shall deliver written confirmation of the date of the Opening of Escrow to the parties in the manner set forth in Section 18of this Agreement.

5.2Conditions to Close. Escrow shall not close unless and until the following

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conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included:

5.2.1All contingencies and conditions to Buyer's obligation to close Escrow described in Sections 7 and 22.1 below have either been satisfied or waived in writing by Buyer.

5.2.2All funds and instruments described in Sections 3 and 11 have been delivered to Escrow Holder.

5.2.3The title department of Escrow Holder, which has an address of 5 First American Way, Santa Ana, California 92707, Attn: Kristen A. Hueter, shall have irrevocably committed to Buyer in writing to issue an ALTA extended owner's policy of title insurance, in form and content acceptable to Buyer in its sole and absolute discretion, insuring Buyer's title to the Real Property in an amount equal to the Purchase Price.

5.2.4Buyer and Seller shall have obtained, at Seller's sole cost and expense, Lender's consent to (i) the assumption by Buyer of the Loan, on terms acceptable to Buyer in its sole and absolute discretion, and (ii) the release of Seller from any obligations with respect to the Loan arising after the Closing Date (such assumption and release shall be hereinafter collectively referred to as the “Assumption”), effective as of the Closing Date.

5.2.5Seller and Buyer shall each have materially performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by such party prior to, or as of, the Closing.

Any condition not otherwise satisfied or waived as of the Closing shall be deemed fully satisfied or waived by the party for whose benefit the condition had been included.

5.3Recordation and Transfer. Upon satisfaction of the conditions set forth in Section 5.2 above, Escrow Holder shall transfer the Property as follows:

5.3.1Cause the Warranty Deed (as such term is hereinafter defined) to be recorded with the Recorder's Office in Linn County, Iowa;

5.3.2Deliver to the parties entitled thereto the other closing documents;

5.3.3Disburse all funds deposited with Escrow Holder by Buyer in payment of the Purchase Price for the Property to Seller pursuant to instructions to be delivered by Seller to Escrow Holder, less the amount of all items, costs and prorations chargeable to the account of Seller; and

5.3.4Disburse the remaining balance of the funds deposited by Buyer to Buyer upon the Close of Escrow pursuant to instructions to be delivered by Buyer to Escrow Holder after all costs payable by Buyer pursuant to Section 12 below have been deducted.

6.Closing.

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6.1Generally. Escrow shall close upon the recordation of the Warranty Deed in accordance with the provisions of this Agreement (“Date of Closing”, “Closing Date”, “Closing” or “Close of Escrow”). The Close of Escrow shall occur no later than the date that is thirty (30)days after the expiration of the Due Diligence Period (“Initial Scheduled Closing Date”) at the office of Escrow Holder, unless otherwise extended (i) by operation of Sections 7.3, 13 or 22.2 below, (ii) by Buyer pursuant to Section 6.2 below, or (iii) by written agreement between Buyer and Seller. Buyer shall have the option, in its sole and absolute discretion, to require that the Close of Escrow occur earlier than the Initial Scheduled Closing Date or the Rescheduled Closing Date (defined in Section 6.2 below) by giving written notice thereof to Seller and Escrow Holder.

6.2Extension Option. Notwithstanding Section 6.1 above, Buyer shall have the option (“Extension Option”) to extend the Initial Scheduled Closing Date for an additional thirty (30) days (“Rescheduled Closing Date”), in Buyer's sole and absolute discretion, by providing written notice to Seller of such election prior to the Initial Scheduled Closing Date. In such case, Buyer shall deposit with Escrow Holder an additional sum of FIFTY THOUSAND AND 00/100 DOLLARS ($50,000.00) (“Extension Deposit”) in immediately available funds.

7.Buyer's Review.

7.1Delivery of Documents. Within three (3) days after the Opening of Escrow, Seller shall, at the sole expense of Seller, deliver to Buyer all documents pertaining to the Property that have been prepared by, for or at the request of Seller or are in the possession of or available to Seller, including, without limitation, (i) the documents listed on Exhibit “C” attached hereto, to the extent applicable; (ii) copies of the Leases, Contracts and Approvals; (iii) copies of all architectural, engineering and other drawings, plans and specifications for the buildings, structures, improvements, machinery, fixtures and equipment included in the Real Property; (iv) copies of all reports, studies, investigations, appraisals and other materials concerning the design, construction, condition or status of the Real Property or any of the buildings, structures, improvements, machinery, fixtures or equipment included in the Real Property, or any system, element or component thereof, or any past or present Release (as hereinafter defined) or threatened Release of any Hazardous Substances (as hereinafter defined) in, on, under or within the Real Property or any other real property in the vicinity of the Real Property, or the compliance of the Real Property with Environmental Laws (as hereinafter defined); and (v) copies of all environmental impact reports, negative declarations, environmental impact certifications, and zoning, land use or development agreements relating to the Real Property.

As used in this Agreement, the following definitions shall apply: “Environmental Laws” shall mean all federal, state and local laws, ordinances, rules and regulations now or hereafter in force, as amended from time to time, in any way relating to or regulating human health or safety, or industrial hygiene or environmental conditions, or protection of the environment, or pollution or contamination of the air, soil, surface water or groundwater, and includes the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq., the Resource Conservation and Recovery Act,

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42 U.S.C. § 6901, et seq., the Clean Water Act, 33 U.S.C. § 1251, et seq., and the Hazardous Substance Account Act. “Hazardous Substances” shall mean any substance or material that is described as a toxic or hazardous substance waste or material or a pollutant or contaminant, or words of similar import, in any of the Environmental Laws, and includes, without limitation, asbestos, petroleum (including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any mixture thereof), petroleum products, polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive matter, medical waste, and chemicals which may cause cancer or reproductive toxicity. “Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, including continuing migration, of Hazardous Substances into or through soil, surface water or groundwater.

7.2Access. Upon the execution of this Agreement, Seller shall allow Buyer or Buyer's agents or representatives access to the Property for purposes of any non-intrusive physical or environmental inspection of the Property and, to the extent copies are not provided to Buyer by Seller, review and copying of Seller's books and records relating to the Property and any of the documents described in Section 7.1 above, and other matters necessary in the discretion of Buyer to evaluate and analyze the feasibility of the Property for Buyer's intended use thereof. Buyer shall not conduct or authorize any physically intrusive testing of, on, or under the Property without first obtaining Seller's consent as to the timing and scope of work to be performed, which consent shall not be unreasonably withheld, conditioned or delayed.

7.3Title and Survey.

7.3.1Within three (3) days after the Opening of Escrow, Seller shall obtain (at its sole cost and expense) and have delivered to Buyer an abstract of title to the Real Property. Upon receipt of the abstract, Buyer shall obtain a preliminary report of title prepared by the title department of Escrow Holder regarding the Property (“Title Commitment”). Buyer shall have thirty (30) days following the later of (a) its receipt of the Title Commitment and any survey provided to Buyer pursuant to Section 7.3.2 below, and (b) the Opening of Escrow (“Title Objection Period”) in which to give Seller written notice of any objections Buyer has, in Buyer's sole and absolute discretion, to any matters shown on the Title Commitment (“Title Objection Notice”). All objections raised by Buyer in the manner herein provided are hereafter called “Objections.” Seller shall make reasonable efforts to remedy or remove all Objections (or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) within fifteen (15) days following Buyer's delivery of the Title Objection Notice (“Seller's Cure Period”). In the event Seller is unable to remedy or cause the removal of any Objections (or agrees irrevocably to do so at or prior to Closing) within Seller's Cure Period, then Buyer, within ten (10)days after the expiration of Seller's Cure Period, shall deliver to Seller written notice electing, in Buyer's sole and absolute discretion, to either (i) terminate this Agreement, or (ii) unconditionally waive any such Objections, failing which Buyer shall conclusively be deemed to have elected (i) above. Any new title or survey information received by Seller or Buyer after the expiration of the Title Objection Period or Seller's Cure Period, as applicable, from a supplemental title report, survey or other source which is not the result of the acts or omissions of Buyer or its agents, contractors or invitees (each, a “New Title Matter”)

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shall be subject to the same procedure provided in this Section 7.3 (and the Date of Closing shall be extended commensurately if the Closing would have occurred but for those procedures being implemented for a New Title Matter), except that the Buyer's Title Objection Period and Seller's Cure Period for any New Title Matters shall befive (5) business days each. Close of Escrow shall be delayed as needed to accommodate such additional time periods.

7.3.2Within three (3) days after the Opening of Escrow, Seller shall provide Buyer with a copy of any existing survey of the Property in Seller's possession or control. Buyer may elect to obtain a new survey or revise, modify, or re-certify an existing survey of the Property as necessary in order for the title department of Escrow Holder to delete the survey exception from title or to otherwise satisfy Buyer's objectives.

7.4Buyer's Due Diligence. Subject to Section 22 below, Buyer shall have until the expiration of the Due Diligence Period (as defined below) to evaluate and analyze the feasibility of the Property for Buyer's intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning and operating the Property. As used in this Agreement, the term “Due Diligence Period” shall mean the period commencing on the later to occur of (i) Buyer's receipt of all of the documents described in Section 7.1 above, or (ii) the Opening of Escrow, and ending thirty (30)days thereafter, but in no event later than December 31, 2011. If, during the Due Diligence Period, Buyer determines that the Property is not acceptable for any reason whatsoever, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement.

7.5Buyer's Termination Right. If Buyer exercises the right to terminate this Agreement in accordance with Sections 7.3 or 7.4 above, this Agreement shall terminate as of the date the termination notice is given by Buyer. If Buyer does not exercise the right to terminate this Agreement in accordance with Sections 7.3 or Section 7.4 above, Buyer shall deposit with Escrow Holder the Additional Deposit pursuant to Section 3.1 and this Agreement shall continue in full force and effect.

7.6Contracts. On or before the expiration of the Due Diligence Period, Buyer shall notify Seller in writing as to which of the Contracts Buyer elects to assume at Closing, in Buyer's sole and absolute discretion. Seller shall notify the vendors under those Contract(s) which Buyer has not agreed to assume and, provided that Closing occurs hereunder, such Contracts shall terminate effective as of the Date of Closing. Seller shall cooperate with Buyer, both before and after the Close of Escrow, to obtain any approvals or consents required to assign any Contracts to Buyer, including, without limitation, sending requests for such approvals or consents to the party or parties whose consent or approval is required. If Seller fails to timely send any such request for approval or consent, Buyer may do so in Seller's name. Seller's obligations under this Section 7.6 shall survive the Close of Escrow.

8.Representations and Warranties.

8.1Seller's Representations and Warranties. The representations, warranties

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and covenants of Seller in this Section 8.1 are a material inducement for Buyer to enter into this Agreement. Buyer would not purchase the Property from Seller without such representations, warranties and covenants of Seller. Such representations, warranties and covenants shall survive the Closing. Seller represents, warrants and covenants to Buyer as of the date of this Agreement and as of the Closing as follows:

8.1.1Seller is a limited liability company (i) duly organized, validly existing and in good standing under the laws of the State of Delaware, and (ii) duly qualified to do business in the State of Iowa. Seller has full power and authority to enter into this Agreement and to perform this Agreement. The execution, delivery and performance of this Agreement by Seller have been duly and validly authorized by all necessary action on the part of Seller and all required consents and approvals have been duly obtained. This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

8.1.2All of the Personal Property is described in Exhibit “B” attached hereto, which is an accurate and complete list of all tangible and intangible personal property owned by Seller relating to the ownership, management, operation, maintenance or repair of the Real Property. All of the Personal Property is located at the Real Property. Seller has good title to the Personal Property and the Intangible Property, free and clear of all liens, encumbrances, security interests and adverse claims of any kind or nature whatsoever, except in connection with the Loan.

8.1.3All of the Leases are described in Schedule 1 attached hereto, and there are no persons leasing, using or occupying the Real Property or any part thereof except the tenants under the Leases. All of the Contracts are described in Schedule 2 attached hereto, which is an accurate and complete list of all presently effective contracts, agreements, warranties and guaranties relating to the leasing, advertising, promotion, design, construction, ownership, management, operation, maintenance or repair of the Real Property. All of the Approvals are described in Schedule 3 attached hereto, which is an accurate and complete list of all presently effective building permits, certificates of occupancy, and other certificates, permits, licenses and approvals relating to the design, construction, ownership, occupancy, use, management, operation, maintenance or repair of the Real Property. Seller has good title to the Leases, the Contracts and the Approvals, free and clear of all liens, encumbrances, security interests and adverse claims of any kind or nature whatsoever, except in connection with the Loan. All of the copies of the documents delivered to Buyer pursuant to Section 7.1 above are accurate and complete copies of all originals of the documents described in Section 7.1 above and fairly and accurately represent the financial, physical and environmental condition of the Property.

8.1.4All information concerning the Leases is accurate and complete. The Leases are in full force and effect and the full current rent is accruing thereunder. The Leases have not been amended or modified except as disclosed in writing to Buyer. No monthly rent has been paid more than one (1) month in advance (except as otherwise expressly permitted or required pursuant to the terms of the Lease) and no security deposit or prepaid rent has been paid except as otherwise disclosed in writing to Buyer. No tenant under the Leases is entitled to interest on any security deposit. The tenants have accepted possession of their respective

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premises under the Leases and all improvements and construction required to be performed by the landlord under the Leases have been completed. There is no existing breach or default by the landlord or by any tenant under the Leases and the tenants have no defenses, claims or demands against the landlord, under the Leases or otherwise, which can be offset against rents or other charges due or to become due under the Leases. No event has occurred or condition exists which, with or without notice or the passage of time, or both, would constitute a breach or a default by the landlord or by any tenant under the Leases. Seller has received no notice from any tenant under the Leases claiming any breach or default by Seller under any of the Leases. No money is owed to any tenant for improvements or otherwise under the Leases and no improvement, moving, relocation or other payment or credit of any kind is presently owed, or will or could become due and payable, to any tenant under the Leases. There are no leasing commissions or other commissions, fees or compensation presently owed or which will become due and payable with respect to any of the Leases or which could become due and payable in the future upon the exercise of any right or option contained in any of the Leases. Except in connection with the Loan, Seller has not assigned, transferred, pledged or encumbered in any manner any of the Leases or any rents or other amount payable by any tenant thereunder.

8.1.5The Real Property has at all times been managed, operated, maintained and repaired by Seller in accordance with sound property management practice. There are no defects or deficiencies in the design, construction, fabrication, manufacture or installation of the Real Property or any part thereof or any system, element or component thereof. All systems, elements and components of the Property (including all machinery, fixtures and equipment, the roof, foundation and structural elements, and the elevator, mechanical, electrical and life safety systems) are in good working order and repair and sound operating condition. Seller has received no notice of any kind from any insurance broker, agent or underwriter that any noninsurable condition exists in, on or about the Real Property or any part thereof. The Real Property and every part thereof and the use and occupancy of the Real Property are in full compliance with all applicable building, earthquake, zoning, land use, environmental, antipollution, health, fire, safety, access and accommodations for the physically handicapped, subdivision, energy and resource conservation and similar laws, statutes, rules, regulations and ordinances and all covenants, conditions and restrictions applicable to the Real Property. Seller has received no notice, citation or other claim alleging any violation of any such law, statute, rule, regulation, ordinance, covenant, condition or restriction. The Approvals have been duly and validly issued, are in full force and effect, and are all of the certificates, permits, licenses and approvals that are required by law to own, operate, use and occupy the Real Property as it is presently owned, operated, used and occupied. Seller has fully performed, satisfied and discharged all of the obligations, requirements and conditions imposed on the Real Property by the Approvals.

8.1.6No Hazardous Substances are present in, on or under the Real Property or any nearby real property which could migrate to the Real Property, and there is no present Release or threatened Release of any Hazardous Substances in, on or under the Real Property. Seller has never used the Real Property or any part thereof, and has never permitted any person to use the Real Property or any part thereof, for the production, processing, manufacture, generation, treatment, handling, storage or disposal of Hazardous Substances. No

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underground storage tanks of any kind are located in the Real Property. The Real Property and every part thereof, and all operations and activities therein and thereon and the use and occupancy thereof, comply with all applicable Environmental Laws, and neither Seller nor any person using or occupying the Real Property or any part thereof is violating any Environmental Laws. Seller has all permits, licenses and approvals (which are included in the Approvals) required by all applicable Environmental Laws for the use and occupancy of, and all operations and activities in, the Real Property, Seller is in full compliance with all such permits, licenses and approvals, and all such permits, licenses and approvals were duly issued and are in full force and effect. No claim, demand, action or proceeding of any kind relating to any past or present Release or threatened Release of any Hazardous Substances in, on or under the Real Property or any past or present violation of any Environmental Laws at the Real Property has been made or commenced, or is pending, or is being threatened or contemplated by any person.

8.1.7There is no litigation, arbitration or other legal or administrative suit, action, proceeding or investigation of any kind pending or threatened or being contemplated against or involving Seller relating to the Real Property or any part thereof and there is no valid basis for any such litigation, arbitration or other legal or administrative suit, action, proceeding or investigation. There is no general plan, land use or zoning action or proceeding of any kind, or general or special assessment action or proceeding of any kind, or condemnation or eminent domain action or proceeding of any kind pending or threatened or being contemplated with respect to the Real Property or any part thereof. There is no legal or administrative action or proceeding pending to contest or appeal the amount of real property taxes or assessments levied against the Real Property or any part thereof or the assessed value of the Real Property or any part thereof for real property tax purposes. No supplemental real property taxes have been or will be levied against or assessed with respect to the Real Property or any part thereof based on any change in ownership or new construction or other event or occurrence relating to the Real Property before the date of this Agreement, except any such supplemental real property taxes as have been paid in full and discharged.

8.1.8All water, sewer, gas, electric, steam, telephone and drainage facilities and all other utilities required by law or reasonably necessary or proper and usual for the full operation, use and occupancy of the Real Property are installed to the boundary lines of the Real Property, are connected with valid permits, and are adequate to service the Real Property and to allow full compliance with all applicable laws, and the cost of installation and connection of all such utilities to the Property has been fully paid.

8.1.9Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder.

8.1.10No withholding of tax or reporting will be required with respect to the sale of the Property by Seller.

8.1.11Seller is solvent, has not made a general assignment for the benefit of its creditors, and has not admitted in writing its inability to pay its debts as they become due, nor has Seller filed, nor does it contemplate the filing of, any bankruptcy, reorganization,

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arrangement, insolvency or liquidation proceedings or any other proceeding for the relief of debts in general, nor has any such proceeding been instituted by or against Seller.

8.1.12Except for CB Richard Ellis, Seller has not dealt with any investment adviser, real estate broker or finder, or incurred any liability for any commission or fee to any investment adviser, real estate broker or finder, in connection with the sale of the Property to Buyer or this Agreement.

8.1.13All lenders with liens affecting the Property (i) have approved the transaction contemplated by this Agreement, and (ii) except in connection with the Loan, will reconvey such liens at the Close of Escrow.

8.1.14Neither Seller nor any person, group, entity or nation that Seller is acting, directly or indirectly for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity, or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Seller is not engaging in the transaction contemplated herein, directly or indirectly, on behalf of, or instigating or facilitating the transaction contemplated herein, directly or indirectly, on behalf of, any such person, group, entity or nation. Seller is not engaging in the transaction contemplated herein, directly or indirectly, in violation of any laws relating to drug trafficking, money laundering or predicate crimes to money laundering. Seller has and will continue to implement procedures, and has consistently and will continue to consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times prior to Closing.

8.1.15Neither Seller nor any previous owner of the Property has sold, transferred, conveyed, or entered into any agreement regarding water or water rights relating to the Property, except as otherwise expressly set forth in the Title Commitment.

8.1.16No structures, improvements, machinery, signage, fixtures or equipment that constitute a portion of the Real Property encroach into or onto any property located adjacent to the Real Property.

8.2Buyer's Representations and Warranties. Buyer represents and warrants to Seller as follows:

8.2.1Buyer is a corporation, duly organized, validly existing, and in good standing under the laws of the State of California.

8.2.2Buyer has all requisite power and authority to execute and deliver this Agreement and to carry out its obligations hereunder and the transactions contemplated hereby. This Agreement has been, and the documents contemplated hereby will be, duly executed and delivered by Buyer and constitute its legal, valid, and binding obligation enforceable against it in accordance with its terms.

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8.2.3None of the funds of Buyer have been or will be derived from any unlawful activity with the result that the investment of direct or indirect equity owners in Buyer is prohibited by law or that the transaction contemplated herein or this Agreement is or will be in violation of law.

9.COVENANTS.

9.1Seller. Seller covenants and agrees with Buyer as follows:

9.1.1Between the date of this Agreement and the Closing Date, Seller shall not execute any additional lease affecting the Real Property or amend, modify, renew, extend or terminate any of the Leases, the Contracts or the Approvals in any respect without the prior approval of Buyer, which approval may be withheld in the sole and absolute discretion of Buyer; provided, however, that any Leases which are either executed or renewed in accordance with the current leasing practices of Seller, including, without limitation, current market rental rates, shall be deemed to be automatically approved by Buyer. Between the date of this Agreement and the Closing Date, Seller shall not consent to any assignment or sublease requested by any tenant under any of the Leases without the prior approval of Buyer, which approval shall not be unreasonably withheld or delayed. Between the date of this Agreement and the Closing Date, Seller shall manage, operate, maintain and repair the Real Property and the Personal Property in the ordinary course of business in accordance with sound property management practice (including, without limitation, maintenance of substantially the same advertising and marketing programs for the Real Property in effect as of the date of this Agreement), keep the Real Property and the Personal Property and every part thereof in good repair and working order and sound condition, comply with the Approvals and all covenants, conditions, restrictions, laws, statutes, rules, regulations and ordinances applicable to the Real Property or the Personal Property, keep the Leases, the Contracts and the Approvals in force, immediately give Buyer copies of all notices received by Seller asserting any breach or default under the Leases or the Contracts or any violation of the Approvals or any covenants, conditions, restrictions, laws, statutes, rules, regulations or ordinances applicable to the Real Property or the Personal Property, and perform when due all of Seller's obligations under the Leases, the Contracts and the Approvals in accordance with the Leases, the Contracts and the Approvals and all applicable laws. Seller shall not (i) create or agree to any easements, liens, mortgages, encumbrances or other interests that would affect the Property or Seller's ability to comply with this Agreement; (ii) initiate or consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Real Property; (iii) fail to pay when due and payable all taxes and other public charges assessed against the Real Property or Seller; (iv) fail to keep current and free from default any and all secured financing against the Real Property; or (v) fail to pay in a timely fashion all proper bills for labor or services for work performed for or on behalf of Seller with respect to the Property. Between the date of this Agreement and the Closing Date, Seller shall keep in force property insurance covering all buildings, structures, improvements, machinery, fixtures and equipment included in the Real Property insuring against all risks of physical loss or damage, subject to standard exclusions, in an amount equal to the actual replacement cost (without deduction for depreciation) of such buildings, structures, improvements, machinery, fixtures and

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equipment.

9.1.2Between the date of this Agreement and the Closing Date, Seller shall not use, produce, process, manufacture, generate, treat, handle, store or dispose of any Hazardous Substances in, on or under the Real Property, or use the Real Property for any such purposes, or Release any Hazardous Substances into any air, soil, surface water or groundwater comprising the Real Property, or permit any person using or occupying the Real Property or any part thereof to do any of the foregoing. Between the date of this Agreement and the Closing Date, Seller shall comply, and shall cause all persons using or occupying the Real Property or any part thereof to comply, with all Environmental Laws applicable to the Real Property, or the use or occupancy thereof, or any operations or activities therein or thereon. Between the date of this Agreement and the Closing Date, Seller shall duly obtain all permits, licenses and approvals required by all applicable Environmental Laws for the use and occupancy of, and all operations and activities in, the Real Property, comply fully with all such permits, licenses and approvals, and keep all such permits, licenses and approvals in full force and effect. Immediately after Seller obtains any information indicating that any Hazardous Substances may be present or any Release or threatened Release of Hazardous Substances may have occurred in, on or under the Real Property (or any nearby real property which could migrate to the Real Property) or that any violation of any Environmental Laws may have occurred at the Real Property, Seller shall give written notice thereof to Buyer with a reasonably detailed description of the event, occurrence or condition in question. Seller shall immediately furnish to Buyer copies of all written communications received by Seller from any person (including notices, complaints, claims or citations that any Release or threatened Release of any Hazardous Substances or any violation of any Environmental Laws has actually or allegedly occurred) or given by Seller to any person concerning any past or present Release or threatened Release of any Hazardous Substances in, on or under the Real Property (or any nearby real property which could migrate to the Real Property) or any past or present violation of any Environmental Laws at the Real Property.

9.1.3All representations and warranties made by Seller in Section 8.1 above shall survive the Closing. Seller shall use its best efforts, in good faith and with diligence, to cause all of the representations and warranties made by Seller in Section 8.1 above to be true and correct on and as of the Closing Date. Seller shall indemnify and defend Buyer against and hold Buyer harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements, that may be suffered or incurred by Buyer if any representation or warranty made by Seller in Section 8.1 above was untrue or incorrect in any respect when made or that may be caused by any breach by Seller of any such representation or warranty.

9.1.4Seller shall indemnify and defend Buyer against and hold Buyer harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements, arising from or based on any failure by Seller to perform all obligations of Seller in accordance with the Leases, the Contracts or the Approvals before the Closing Date, or any breach, default or violation by Seller (or any event by Seller or condition which, after notice or the passage of time, or both, would constitute a breach, default or violation by Seller) under the Leases, the Contracts or the Approvals that occurs before the

13

Closing Date, or any condition, event or circumstance relating to the Real Property that existed or occurred before the Closing Date, or any personal injury or property damage occurring in, on or about the Real Property before the Closing Date.

9.1.5Seller shall indemnify and defend Buyer against and hold Buyer harmless from all claims, demands, liabilities, losses, damages, costs and expenses in any way arising from, relating to or connected with any past or present Release or threatened Release of any Hazardous Substances in, on or under the Real Property or any past or present violation of any Environmental Laws at the Real Property that exists or occurs, or the onset of which exists or occurs, before the Closing Date. The foregoing indemnification shall include all expenses of investigation and monitoring, costs of containment, abatement, removal, repair, cleanup, restoration and remedial work, penalties and fines, attorneys' fees and disbursements, and other response costs.

9.1.6Between the date of this Agreement and the Closing Date, Seller shall not in any manner sell, convey, assign, transfer, encumber or otherwise dispose of the Real Property, the Leases, the Personal Property, the Contracts or the Approvals, or any part thereof or interest therein.

9.1.7Seller shall pay all commissions, fees and expenses due to CB Richard Ellis, in respect of the sale of the Property to Buyer or this Agreement. Seller hereby agrees to indemnify and hold Buyer harmless from and against any and all claims for brokerage or finder's fees or other similar commissions or compensation made by any and all other brokers or finders claiming to have dealt with Seller in connection with this Agreement or the consummation of the transaction contemplated hereby.

9.1.8Seller shall not dissolve its existing entity and shall remain validly existing and in good standing under the laws of the State of Delaware during the period commencing on the date of this Agreement and ending on the date that is twelve (12) months after the Closing Date; provided, however, that if Buyer gives Seller written notice of a claim under this Agreement on or before the expiration of such period, such covenant shall extend until the later to occur of (a) the date that is eighteen (18) months after the Closing Date, or (b) the date such claim has been satisfactorily resolved in Buyer's reasonable discretion.

9.1.9Seller shall cooperate with Buyer in connection with obtaining Lender's consent to the Assumption, including, without limitation, paying when due all costs associated with the Assumption, including any assumption fees, legal fees or other fees, penalties or expenses pertaining to the Assumption.

The indemnification obligations of Seller set forth in this Section 9.1 shall survive the Closing or the termination of this Agreement for any reason.

9.2Buyer. Buyer covenants and agrees with Seller as follows:

9.2.1All representations and warranties made by Buyer in Section 8.2 above shall survive the Closing. Buyer shall use its best reasonable efforts, in good faith and

14

with diligence, to cause all of the representations and warranties made by Buyer in Section 8.2 above to be true and correct on and as of the Closing Date. Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements, that may be suffered or incurred by Seller if any representation or warranty made by Buyer in Section 8.2 above was untrue or incorrect in any respect when made or that may be caused by any breach by Buyer of any such representation or warranty.

9.2.2Subject to Seller's representations, warranties and covenants set forth in Section 8.1 above, Buyer shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements, arising from or based on any failure by Buyer to perform all obligations of Buyer in accordance with the Leases or the Contracts arising or accruing on or after the Closing Date and during Buyer's ownership of the Property or any breach, default or violation by Buyer (or any event by Buyer or condition which, after notice or the passage of time, or both, would constitute a breach, default or violation by Buyer) under the Leases or the Contracts that occurs on or after the Closing Date and during Buyer's ownership of the Property.

10.Adjustments and Prorations.

10.1Generally. All taxes, including, without limitation, real estate taxes and personal property taxes, collected rents, laundry income, parking income, furniture rental, charges for utilities, including water, sewer, gas, and fuel oil, and for utility services, maintenance services, maintenance and service contracts, all operating costs and expenses, and all other income, costs, and charges of every kind which in any manner relate to the operation of the Property (but not including insurance premiums) shall be prorated to the Date of Closing. If the amount of said taxes, assessments, or rents is not known on the Date of Closing, they shall be apportioned on the basis of the amounts for the preceding year, with a reapportionment as soon as the new amounts can be ascertained. Any deposits on utilities paid by Seller shall be returned to Seller. The foregoing provisions of this Section 10.1 shall not apply to any taxes, assessments, or other payments which are directly payable by tenants under their leases or reimbursable by such tenants to the owner of the Property, as landlord, under their leases. On the Date of Closing, Seller shall deliver to Buyer all inventories of supplies on hand at the Property owned by Seller, if any, at no additional cost to Buyer.

10.2Rental Income. Rental income from the Property (including, without limitation, laundry income, late fees and charges, and all other payments received from tenants under or in connection with the Leases) shall be prorated as of the Closing Date. Non-delinquent rents shall be prorated to the Closing Date. Rents delinquent as of the Closing Date, but collected later, shall be prorated as of the Closing Date when collected. Rents collected after the Closing Date from tenants whose rental was delinquent at the Closing Date shall be deemed to apply first to the current rental due at the time of payment and second to rentals which were delinquent at the Closing Date. Rents collected after the Closing Date to which Seller is entitled shall be promptly paid to Seller. For a period of sixty (60) days after the

15

Closing Date, Buyer shall use reasonable efforts to collect all rents which are delinquent as of the Closing Date with no obligation to incur any expenses or commence litigation to collect such rents. Commencing as of sixty one (61) days after the Closing Date, Seller may use reasonable efforts, including litigation, to collect any rents delinquent as of the Closing Date which are still uncollected; provided, however, in exercising its remedies against tenants as outlined in this Section, Seller shall not evict any tenant of the Property or otherwise unreasonably interfere with Buyer's operation of the Property. With respect to security deposits, if any, made by tenants at the Property, Buyer shall receive credit therefor at Closing.

10.3Proration Period. If any of the items subject to proration hereunder cannot be prorated at the Closing because the information necessary to compute such proration is unavailable, or if any errors or omissions in computing prorations at the Close of Escrow are discovered subsequent to the Close of Escrow, then such item shall be reapportioned and such errors and omissions corrected as soon as practicable after the Close of Escrow and the proper party reimbursed.

10.4Rent Ready Adjustments. Not more than forty‑eight (48) hours prior to Close of Escrow, a representative of Buyer and Seller shall conduct an onsite walk-through of the then unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready” condition. With respect to any rental unit that is vacated on or before five (5) days prior to Close of Escrow, Seller shall, at Seller's option, either (i) make such unoccupied rental unit into a “rent ready” condition, or (ii) provide Buyer with a credit against the Purchase Price due at Closing, which credit shall be equal to the amount (to be reasonably estimated by Buyer), if any, reasonably required to put the unoccupied rental units in “rent-ready” condition; provided, however, that such credit shall not exceed One Thousand Dollars ($1,000.00) per unoccupied rental unit. With respect to any rental unit that is vacated later than five (5) days prior to Close of Escrow, Seller shall have no responsibility or liability to put such unoccupied rental unit into a “rent ready” condition, and Seller shall not be required to compensate Buyer if such unit is not “rent ready” condition as of Close of Escrow. As used herein, “'rent ready' condition” means Seller's practice and procedures, as of the date of this Agreement, for placing units in “rent ready” condition.

11.Closing Documents

11.1Seller's Deliveries. Conditioned upon performance by Buyer hereunder, Seller shall execute and deliver to Escrow Holder prior to Closing the following documents:

11.1.1Warranty Deed. A warranty deed with respect to the Property in the form of attached Exhibit “D” (the “Warranty Deed”);

11.1.2Assignment and Assumption of Leases, Contracts and Approvals. An assignment of all of Seller's right, title and interest in and to the Leases, Contracts and Approvals in the form of attached Exhibit “E” (“General Assignment”);

11.1.3Bill of Sale. A bill of sale and general assignment in the form of

16

attached Exhibit “F”, assigning and transferring to Buyer all of the right, title, and interest of Seller in and to the Personal Property and the Intangible Property;

11.1.4Non-Foreign Certificate. A certification that Seller is not a non-resident aliens (a foreign corporation, partnership, trust, or estate as defined in the Internal Revenue Code and Treasury Regulations promulgated thereunder), in the form of attached Exhibit “G”;

11.1.5Tenant Notices. Notices to the tenants under all Leases of the occurrence of the sale of the Property in the form of attached Exhibit “H”, as may be modified at the reasonable request of Buyer to conform to the requirements of applicable law; and

11.1.6Assignment and Assumption of Loan. Such documents as are reasonably necessary to effectuate the Assumption.

11.2Buyer's Deliveries. Conditioned upon performance by Seller hereunder, Buyer shall execute and deliver to Escrow Holder prior to Closing the General Assignment and such documents as are reasonably necessary to effectuate the Assumption.

11.3Other Closing Documents. Each party shall deliver to the other party or Escrow Holder such duly executed and acknowledged or verified certificates, affidavits, and other usual closing documents respecting the power and authority to perform the obligations hereunder and as to the due authorization thereof by the appropriate corporate, partnership, or other representatives acting for it, as counsel for the other party or Escrow Holder may reasonably request.

11.4Closing Documents. All documents to be delivered to Escrow Holder pursuant to this Section 11 shall hereinafter be referred to as “Closing Documents”.

12.Costs. Seller shall pay all real estate transfer taxes, the cost of all documentary stamps, the cost to prepare the title abstract and the costs of a standard ALTA Owner's Policy of Title Insurance and any endorsements to the title policy (to the extent that such endorsements are necessary to cure any Title Objections). Buyer shall pay the incremental cost for extended ALTA title insurance coverage, if desired, and the cost of any endorsements to the title policy (if requested by Buyer). Seller and Buyer shall each pay one‑half (1/2) of (i) Escrow Holder's escrow fee (excluding charges assessed by Escrow Holder for special services, which shall be paid by the party requesting or using such special services), (ii) all recording fees, and (iii) other closing costs. Each party shall pay its own attorney's fees.

13.Casualty or Condemnation. If, before the Closing Date, (i) the improvements on the Real Property are materially damaged by any casualty, as reasonably determined by Buyer, or (ii) proceedings are commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property, as reasonably determined by Buyer, Buyer shall have the right, by giving notice to Seller within sixty (60) days after Seller gives written notice of the casualty or condemnation to Buyer, to terminate this Agreement, in which event this Agreement shall automatically terminate. If, before the Closing Date, (a) the improvements on the Real

17

Property are damaged by any casualty, but not in a material manner, (b) proceedings are commenced for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or (c) Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, on the Closing Date, one of the following shall occur, as applicable: (1) the full repair and restoration cost, as reasonably determined by Buyer, shall be a credit to Buyer against the total Purchase Price for the Property, or (2) the condemnation award (or, if not theretofore received, the right to receive such award) payable on account of the taking shall be transferred to Buyer. Seller shall give notice to Buyer immediately after the occurrence of any damage to the improvements on the Real Property by any casualty or the commencement of any eminent domain proceedings. Buyer shall have a period of sixty (60) days after Seller has given the notice to Buyer required by this Section 13 to make the determination as to whether to terminate this Agreement. If necessary, the Closing Date shall be postponed until Seller has given the notice to Buyer required by this Section 13 and the period of thirty (30) days described in this Section 13 has expired.

14.Attorneys' Fees. In any action to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to an award of its attorneys' fees and costs.

15.Assignment. Except as provided below, Buyer shall have no right to assign this Agreement or to appoint a nominee to act as Buyer under this Agreement without first obtaining the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Buyer shall have the right, without first obtaining Seller's consent, by giving notice to Seller before the Closing Date, to assign this Agreement or to have Seller convey, assign and transfer the Property at the Closing in accordance with this Agreement to (i) any one or more of the shareholders, members or principals of Buyer or any of its affiliates, (ii) an entity owned and controlled by Buyer or any of its affiliates, or any of the shareholders, members or principals of Buyer or any of its affiliates, or (iii) a wholly owned subsidiary of Steadfast Income REIT, Inc., a Maryland corporation.

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

17.Governing Law; TIME. This Agreement shall be construed under the laws of the State of Iowa. As used in this Agreement, the term “business days” shall mean all days other than Saturdays, Sundays, national holidays, and holidays observed in California or in the state in which the Real Property is located, or both. All periods of time referred to in this Agreement shall include all business and non-business days unless such period of time specifies business days; provided, however, that if the date or last date to perform any act or give a notice with respect to the Agreement shall fall on a day that is not a business day, such act or notice may be timely performed or given on the next succeeding business day.

18.Notices. All notices required or permitted to be given hereunder shall be in

18

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

To Seller:	Windsor on the River, LLC 5400 W. Elm Street, Suite 110 McHenry, Illinois 60050 Attn: Brian G. Cunat Fax No.: (815) 385-2068 Telephone No.: (815) 385-3192
To Buyer:	Steadfast Asset Holdings, Inc. 18100 Von Karman, Suite 500 Irvine, California 92612 Attn: Ana Marie del Rio, Esq. Fax No.: (949) 852‑0143 Telephone No.: (949) 852‑0700
With a copy to:	Garrett DeFrenza Stiepel LLP 695 Town Center Drive, Suite 500 Costa Mesa, California 92626 Attn: Marcello F. De Frenza, Esq. Fax No.: (714) 384‑4320 Telephone No.: (714) 384‑4300

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

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

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

22.Record Access and Retention.

22.1Seller shall provide to Buyer (at Buyer's expense) copies of, or shall provide Buyer reasonable access to, such factual information as may be reasonably requested by

19

Buyer, and in the possession or control of Seller, or its property manager or accountants, to enable Buyer's auditor to conduct an audit, in accordance with Rule 3‑14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one (1) prior calendar year (provided, however, such audit shall not include an audit of management fees or interest expenses attributable to the Seller). Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer's auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditor, historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Seller's operating statements of the Property, at Buyer's expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller's obligation to maintain its records for use under this Section 22.1 shall be an on-going condition to Closing for Buyer's benefit until Close of Escrow. Seller shall maintain its records for use under this Section 22.1 for a period of not less than one (1) year after the Closing Date. The provisions of this Section shall survive Closing.

22.2If Seller fails to make available to Buyer records or other information as required pursuant to Section 22.1 above within two (2) business days after Buyer's request for the same, the Due Diligence Period shall be extended one (1) day for each day such records or other information is not made available to Buyer. If the Due Diligence Period is extended by virtue of the foregoing such that the Closing Date will occur less than ten (10) days after the expiration of the extended Due Diligence Period, the Closing Date shall be automatically extended to the date that is ten (10) days after the expiration of such extended Due Diligence Period; provided, however, that Buyer shall have the option, in its sole and absolute discretion, to require that the Close of Escrow occur earlier than such extended Closing Date by giving written notice thereof to Seller and Escrow Holder.

As provided above, Seller's obligations under this Section 22 shall be ongoing through and after the Closing Date and shall constitute a condition to Closing for Buyer's benefit until Close of Escrow.

23.Contract Consideration.

Buyer shall deliver to Escrow Holder, in addition to and as part of Buyer's delivery to Escrow Holder of the Initial Deposit, the sum of ONE HUNDRED AND 00/100 DOLLARS ($100.00) (“Independent Contract Consideration”). Escrow Holder shall deliver the Independent Contract Consideration to Seller immediately following receipt from Buyer without the need for further instruction from the parties. The parties have bargained for and expressly agree that the rights and obligations of each party contained in this Agreement, including, without limitation, Buyer's obligations to deliver the Independent Contract

20

Consideration to Seller and the Initial Deposit to Escrow Holder, constitute sufficient consideration for the other party's execution, delivery and obligations under this Agreement, including without limitation, Buyer's exclusive right to inspect and purchase the Property pursuant to this Agreement and all contingencies and conditions of Closing for the benefit of Buyer set forth in this Agreement.

21

Seller Signature Page for Purchase and Sale Agreement and Joint Escrow Instructions

dated October 21, 2011 between Windsor on the River, LLC

and Steadfast Asset Holdings, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

SELLER:

WINDSOR ON THE RIVER, LLC, a Delaware limited liability company

By: /s/ Brian G. Cunat

Name: Brian G. Cunat

Its: Manager, President

STATE OF FLORIDA)

)ss.

COUNTY OF COLLIER)

On October 25, 2011, before me, Fonda Taylor, a Notary Public personally appeared Brian G. Cunat, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Florida that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

/s/ Fonda Taylor        

Notary Public(SEAL)

S-1

Buyer Signature Page for Purchase and Sale Agreement and Joint Escrow Instructions

dated October 21, 2011 between Windsor on the River, LLC

and Steadfast Asset Holdings, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and year first above written.

BUYER:

STEADFAST ASSET HOLDINGS, INC.,

a California corporation

By: /s/ Ana Marie del Rio

Name:Ana Marie del Rio

Its: Vice President

STATE OF CALIFORNIA)

)ss.

COUNTY OF ORANGE)

On October 24, 2011, before me, Mona Salama, a Notary Public personally appeared Ana Marie del Rio, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

/s/ Mona Salama

Notary Public(SEAL)

S-2

Escrow Officer Signature Page for Purchase and Sale Agreement and Joint Escrow Instructions

dated October 21, 2011 between Windsor on the River, LLC

and Steadfast Asset Holdings, Inc.

THE UNDERSIGNED HEREBY ACCEPTS THE FOREGOING PURCHASE AND SALE AGREEMENT AS OF OCTOBER 27, 2011, AND AGREES TO ACT AS ESCROW HOLDER IN ACCORDANCE THEREWITH.

FIRST AMERICAN TITLE INSURANCE COMPANY

By:	/s/ Ryan Hahn
	Ryan Hahn, Escrow Officer

S-3

EXHIBIT "A"

Description of Real Property

Real property in the City of Cedar Rapids, County of Linn, State of Iowa, described as follows:

Lot 1 of Windsor-on-the-River First Addition to Cedar Rapids, Iowa, and Lot 2 and Lot 3 of Windsor-on-the-River Second Addition to Cedar Rapids, Iowa, and Lot 4 of Windsor-on-the-River Third Addition to Cedar Rapids, Iowa, and Lot 5 of Windsor-on-the-River Fourth Addition to Cedar Rapids, Iowa; all in Linn County, Iowa

EXHIBIT "A"

Page 1

EXHIBIT “B”

Personal Property Description

[Attached]

EXHIBIT "B"

Page 1

EXHIBIT “C”

DUE DILIGENCE DOCUMENTS

[Attached]

EXHIBIT "C"

Page 1

EXHIBIT “D”

Form of Warranty Deed

WARRANTY DEED

Recorder's Cover Sheet

Preparer Information: (name, address and phone number)

Marcello F. De Frenza, Esq.

Garrett DeFrenza Stiepel LLP

695 Town Center Drive, Ste. 500

Costa Mesa, CA 92626

Taxpayer Information: (name and complete address)

Steadfast Companies

18101 Von Karman Ave., Ste. 500

Irvine, CA 92612

Attn: Real Estate Dept.

Return Document To: (name and complete address)

Marcello F. De Frenza, Esq.

Garrett DeFrenza Stiepel LLP

695 Town Center Drive, Ste. 500

Costa Mesa, CA 92626

Grantor:

WINDSOR ON THE RIVER, LLC, a Delaware limited liability company

Grantee:

[_______________________]

Legal Description: See Page ___

EXHIBIT "D"

Page 1

Prepared by: Marcello F. De Frenza, Esq. 695 Town Center Drive, Ste. 500, Costa Mesa, CA 92626

Address Tax Statement to: 18101 Von Karman Ave., Ste. 500, Irvine, CA 92612 Attn: Real Estate Dept.

WARRANTY DEED

For the consideration of Ten and No/100 Dollars ($10.00) and other valuable consideration,

WINDSOR ON THE RIVER, LLC, a Delaware limited liability company (“Grantor”), does hereby convey to _______________________ (“Grantee”), that certain real property located in the City of Cedar Rapids, Linn County, Iowa and more particularly described on Exhibit “1” attached hereto and made a part hereof.

TOGETHER with the tenements, hereditaments, and appurtenances thereunder belonging or in anywise appertaining thereto.

Grantor does hereby covenant with Grantee, and its successors-in-interest, that

Grantor does hold the real estate by title in fee simple; that it has good and lawful authority to sell and convey the real estate; that the real estate is free and clear of all liens and encumbrances except as may be above stated; and Grantor further covenants to warrant and defend the real estate against the lawful claims of all persons except as may be above stated.

Words and phrases herein, including acknowledgment hereof, shall be construed as in the singular or plural number, and as masculine or feminine gender, according to the context.

The Grantor is a [_______________________]-managed limited liability company under the laws of the State of Delaware, and the undersigned has authority under the Grantor's [_______________________] to execute and deliver this instrument transferring the real estate. This conveyance has been approved by the [_______________________] of Grantor.

IN WITNESS WHEREOF, Grantor has executed this Warranty Deed as of ___________, 20___.

GRANTOR: WINDSOR ON THE RIVER, LLC, a Delaware limited liability company By: Name: Its:

EXHIBIT "D"

Page 2

STATE OF )

)ss.

COUNTY OF )

On , before me, , a Notary Public personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of ____________________ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Notary Public(SEAL)

EXHIBIT "D"

Page 3

Exhibit “1”

Legal Description

Real property in the City of Cedar Rapids, County of Linn, State of Iowa, described as follows:

Lot 1 of Windsor-on-the-River First Addition to Cedar Rapids, Iowa, and Lot 2 and Lot 3 of Windsor-on-the-River Second Addition to Cedar Rapids, Iowa, and Lot 4 of Windsor-on-the-River Third Addition to Cedar Rapids, Iowa, and Lot 5 of Windsor-on-the-River Fourth Addition to Cedar Rapids, Iowa; all in Linn County, Iowa

EXHIBIT "D"

Page 4

EXHIBIT “E”

Form of Assignment of Leases

ASSIGNMENT AND ASSUMPTION

OF LEASES, CONTRACTS AND APPROVALS

THIS ASSIGNMENT AND ASSUMPTION OF LEASES, CONTRACTS AND APPROVALS (this “Assignment”) is made as of the day of , 20__, by and between WINDSOR ON THE RIVER, LLC, a Delaware limited liability company (“Assignor”), and _____________________________, a(n) ______________________ (“Assignee”).

W I T N E S S E T H:

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

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

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

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

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

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

3.Assignee hereby accepts the assignment of the Leases, the Contracts and the

EXHIBIT "E"

Page 1

Approvals and agrees to assume and discharge, in accordance with the terms thereof, (a) all of the obligations thereunder from and after the date hereof.

4.Assignor agrees to indemnify, defend and hold harmless Assignee from and against any and all claims, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) asserted against or suffered or incurred by Assignee as a result of or in connection with any liabilities or obligations under the Leases, the Contracts or the Approvals relating to periods prior to the date hereof.

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

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

ASSIGNOR: WINDSOR ON THE RIVER, LLC, a Delaware limited liability company By: Name: Its: ASSIGNEE: By: Name: Its:

Exhibit  A    Leases

Exhibit BDescription of the Property

Exhibit CContracts

Exhibit DApprovals

ACKNOWLEDGEMENTS ON NEXT PAGE

EXHIBIT "E"

Page 2

STATE OF ___________________)

)ss.

COUNTY OF _______________)

On , before me, , a Notary Public personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of _________________ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Notary Public(SEAL)

STATE OF ___________________)

)ss.

COUNTY OF _______________)

On , before me, , a Notary Public personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of _________________ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Notary Public(SEAL)

EXHIBIT "E"

Page 3

Exhibit A

Leases

[To be Attached]

EXHIBIT "E"

Page 4

Exhibit B

Description of the Property

Real property in the City of Cedar Rapids, County of Linn, State of Iowa, described as follows:

Lot 1 of Windsor-on-the-River First Addition to Cedar Rapids, Iowa, and Lot 2 and Lot 3 of Windsor-on-the-River Second Addition to Cedar Rapids, Iowa, and Lot 4 of Windsor-on-the-River Third Addition to Cedar Rapids, Iowa, and Lot 5 of Windsor-on-the-River Fourth Addition to Cedar Rapids, Iowa; all in Linn County, Iowa

EXHIBIT "E"

Page 5

Exhibit C

Contracts

[To be Attached]

EXHIBIT "E"

Page 6

Exhibit D

Approvals

[To be Attached]

EXHIBIT "E"

Page 7

EXHIBIT “F”

Form of Bill of Sale and General Assignment

BILL OF SALE AND GENERAL ASSIGNMENT

Know all men by these presents, that WINDSOR ON THE RIVER, LLC, a Delaware limited liability company(“Grantor”), for and in consideration of the sum of ten dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does bargain, sell, grant, transfer, assign, and convey to _________________________ (“Grantee”) all of its right, title, and interest, if any, in and to any and all (i) tangible personal property owned by Grantor and now at, in or upon or used in connection with the property commonly known as 2200 Buckingham Drive NW, located in the City of Cedar Rapids, County of Linn and State of Iowa (“Property”), and more particularly described on Exhibit A attached hereto, and (ii) intangible personal property in connection with or arising out of the ownership of the Property.

IN WITNESS WHEREOF, Grantor has executed this Bill of Sale and General Assignment as of the ____ day of ___________________, 20__.

WINDSOR ON THE RIVER, LLC,

a Delaware limited liability company

By:

Name:

Its:

STATE OF ___________________)

)ss.

COUNTY OF _______________    )

On, before me, , a Notary Public personally appeared __________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of _________________ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Notary Public(SEAL)

EXHIBIT "F"

Page 1

Exhibit A

Legal Description

Real property in the City of Cedar Rapids, County of Linn, State of Iowa, described as follows:

Lot 1 of Windsor-on-the-River First Addition to Cedar Rapids, Iowa, and Lot 2 and Lot 3 of Windsor-on-the-River Second Addition to Cedar Rapids, Iowa, and Lot 4 of Windsor-on-the-River Third Addition to Cedar Rapids, Iowa, and Lot 5 of Windsor-on-the-River Fourth Addition to Cedar Rapids, Iowa; all in Linn County, Iowa

EXHIBIT "F"

Page 2

EXHIBIT “G”

Form of Non-Foreign Certificate

CERTIFICATE OF NON-FOREIGN STATUS

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

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

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

3.Transferor's office address is ________________________________________.

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

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

Dated as of ____________________, 20__.

WINDSOR ON THE RIVER, LLC,

a Delaware limited liability company

By:

Name:

Title:

EXHIBIT "G"

Page 1

STATE OF ___________________)

)ss.

COUNTY OF _______________)

On , before me, , a Notary Public personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of _________________ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Notary Public(SEAL)

EXHIBIT "G"

Page 2

EXHIBIT “H”

Form Of Tenant Notice

____________________, 20__

TO:

Re:Notice of Lease Assignment and Transfer of Security Deposit

This letter is to notify you that the property commonly known as 2200 Buckingham Drive NW, Cedar Rapids, Iowa (“Property”) has this date been sold and the ownership transferred.

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

Thank you for your cooperation.

Very truly yours,

WINDSOR ON THE RIVER, LLC,

a Delaware limited liability company

By:

Name:

Title:

EXHIBIT "H"

Page 1

SCHEDULE 1

LEASES

[Attached]

SCHEDULE "1"

SCHEDULE 2

VENDORS

[Attached]

SCHEDULE "2"

EX-10.4

EXHIBIT 10.4

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STEADFAST ASSET HOLDINGS, INC., a California corporation (“Assignor”), hereby assigns to SIR WINDSOR ON THE RIVER, LLC, a Delaware limited liability company (“Assignee”), all of Assignor's rights and obligations under and in regard to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated October 21, 2011 (as may be amended, the “Purchase Agreement”), between Windsor on the River, LLC (“Seller”) and Assignor for the purchase and sale of that certain real property located in Cedar Rapids, Iowa, as more particularly described in Exhibit A attached hereto (the “Property”).

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

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

(SIGNATURES APPEARS ON FOLLOWING PAGE)

WITNESS THE EXECUTION HEREOF, as of this December 1, 2011.

ASSIGNOR:

STEADFAST ASSET HOLDINGS, INC.,

a California corporation

By:/s/ Ana Marie del Rio

Name:Ana Marie del Rio

Title:Vice President

ASSIGNEE:

SIR WINDSOR ON THE RIVER, LLC

an Delaware limited liability company

By: Steadfast Income Advisor, LLC,

a Delaware limited liability

company, its Manager

By:/s/ Rodney F. Emery

Name:Rodney F. Emery

Title:CEO and President

Exhibit A

DESCRIPTION OF THE LAND

That certain real property described as:

Real property in the City of Cedar Rapids, County of Linn, State of Iowa, described as follows:

Lot 1 of Windsor-on-the-River First Addition to Cedar Rapids, Iowa, and Lot 2 and Lot 3 of Windsor-on-the-River Second Addition to Cedar Rapids, Iowa, and Lot 4 of Windsor-on-the-River Third Addition to Cedar Rapids, Iowa, and Lot 5 of Windsor-on-the-River Fourth Addition to Cedar Rapids, Iowa; all in Linn County, Iowa