THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this Agreement), entered into as of the 5th day of August, 2019, and which shall be effective as of the first to occur of the SIR Merger (as defined below) and the STAR III Merger (as defined below) (the Effective Date) is entered into by and among Steadfast Apartment REIT, Inc., a Maryland corporation (the Company) and Steadfast Apartment Advisor, LLC, a Delaware limited liability company (the Advisor). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
W I T N E S S E T H
WHEREAS, the Company intends to qualify as a REIT and to invest its funds in investments permitted by the terms of Sections 856 through 860 of the Code;
WHEREAS, the Company is the general partner of Steadfast Apartment REIT Operating Partnership, L.P., a Delaware limited partnership (the Operating Partnership), Steadfast Income REIT Operating Partnership, L.P. (SIR OP) and Steadfast Apartment REIT III Operating Partnership, L.P. (STAR III OP), and the Company intends to conduct all of its business and make all or substantially all Investments through SIR OP, STAR III OP and the Operating Partnership;
WHEREAS, the Company and the Operating Partnership desire to avail themselves of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of the Board, all as provided herein; and
WHEREAS, the Advisor is willing to undertake to render such services on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:
1. CONSTRUCTION AND DEFINITIONS. Any reference to SIR or SIR OP or STAR III or STAR III OP shall be ignored until the date of the SIR Merger or STAR III Merger, respectively. As used in this Agreement, the following terms have the meanings specified below:
Acquisition Expenses means any and all expenses, excluding Acquisition Fees and Loan Coordination Fees, incurred by the Company, SIR OP, STAR III OP, the Operating Partnership, the Advisor, or any of their Affiliates in connection with the selection, evaluation, acquisition, origination or development of any Investments, whether or not acquired or originated, as applicable, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, title insurance premiums, and the costs of performing due diligence.
Acquisition Fee means the fees payable to the Advisor pursuant to Section 9(a), plus all other fees and commissions, excluding Acquisition Expenses, in connection with making or investing in any Investment or the purchase, development or construction of any Real Estate Asset by the Company. Included in the computation of such fees or commissions shall be any real estate commission, origination fee, selection fee, development fee, construction fee, nonrecurring management fee, loan fees or points or any fee of a similar nature, however designated. Excluded shall be development fees and construction fees paid to Persons not Affiliated with the Advisor in connection with the actual development and construction of a Real Estate Asset.