FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of May 15, 2015 (the “Amendment Effective Date”), by and among RIDGE CROSSING APARTMENTS LLC, a Delaware limited liability company (“Seller”), STEADFAST ASSET HOLDINGS, INC., a California corporation (“Buyer”), and COMMONWEALTH LAND TITLE INSURANCE COMPANY (“Escrow Agent”).

A.     Seller, Buyer and Escrow Agent entered into that certain Purchase and Sale Agreement with an Effective Date of April 7, 2015 (the “Agreement”) for the purchase and sale of the Property (as defined in the Agreement) in Hoover, Jefferson County, Alabama.

B.     Seller and Buyer desire to amend the Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Agreement as follows:

reference with the same force and effect as if fully hereinafter set forth.

the meaning given to such terms in the Agreement.

Date” and inserting the following in lieu thereof:

“Closing Date” shall mean May 28, 2015.

inserting the following in lieu thereof:

Closing Date. The Closing shall occur on the Closing Date and shall take place by and through escrow deliveries to the Escrow Agent, whereby Seller and Buyer and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means. In the event the Closing Date shall fall on a day other than a Business Day, then the Closing Date shall be extended to the next Business Day. TIME SHALL BE OF THE ESSENCE with respect to Buyer’s obligation to close the transactions contemplated hereby on the Closing Date.

5.    This Amendment shall be binding upon and inure to the benefit of the parties

hereto and their respective legal representatives, successors and permitted assigns.

6.    The Agreement, as amended by this Amendment, constitutes the entire

agreement and understanding of the parties hereto with respect to the purchase and sale of the Property, and shall not be modified or amended except by written agreement duly executed by Seller and Buyer.

which shall be an original, but all of which together shall be one and the same instrument. Signatures transmitted electronically by facsimile, email or PDF file shall be deemed to be original signatures for purposes of this Amendment.

with regard to the subject matter hereof, this Amendment shall control. Seller and Buyer do hereby reaffirm and ratify all non-conflicting portions of the Agreement.

laws of the State in which the Property is located.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.