DocuSign Envelope ID: F8FA30EF-79A7-467E-993D-A4A71FFB10BFEXHIBIT 10.2

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 STAR III BRISTOL VILLAGE, 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 7, 2016, (as may have been amended or may hereafter be amended, the “Purchase Agreement”), between Bristol Village Apartments, LLC, a Delaware limited liability company (“Seller”) and Assignor for the purchase and sale of that certain real property located in Aurora, Colorado, 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.

WITNESS THE EXECUTION HEREOF, as of this November 17, 2016.

ASSIGNOR:

STEADFAST ASSET HOLDINGS, INC.,

ASSIGNEE:

STAR III BRISTOL VILLAGE, LLC

a Delaware limited liability company

                            

                        

By: _/s/ Ana Marie del Rio_________

Ana Marie del Rio, Secretary