Exhibit


EXHIBIT 10.1




AMENDMENT NO. 2
TO THE
ADVISORY AGREEMENT


This Amendment No. 2 to the Advisory Agreement (this “Amendment”) is made and entered into as of November 11, 2015 by and among Steadfast Apartment REIT, Inc., a Maryland corporation (the “Company”), Steadfast Apartment REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Steadfast Apartment Advisor, LLC, a Delaware limited liability company (the “Advisor”). The Company, the Operating Partnership and the Advisor are collectively referred to herein as the “Parties.” Capitalized terms used but not defined herein shall have the meaning set forth in the Advisory Agreement (as defined below).


W I T N E S S E T H


WHEREAS, the Parties previously entered into that certain Advisory Agreement, dated as of December 13, 2013, as amended (the “Advisory Agreement”), which provided for, among other matters, the management of the Company’s and the Operating Partnership’s day-to-day activities by the Advisor;


WHEREAS, the initial term of the Advisory Agreement is for a one-year term which may be renewed for an unlimited number of successive one-year terms; 


WHEREAS, the Parties entered into Amendment No. 1 to the Advisory Agreement, dated as of November 11, 2014 and effective as of December 13, 2014, to, among other things, renew the term of the Advisory Agreement for an additional one year term; and


WHEREAS, pursuant to Section 18 (Term of the Agreement), the Parties desire to amend the Advisory Agreement pursuant to this Amendment in order to renew the term of the Advisory Agreement for an additional one-year term.


NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the Parties, intending to be legally bound, hereby agree as follows:


ARTICLE I
AMENDMENT


In order to give effect to the Parties’ agreement to renew the term of the Advisory Agreement for an additional one-year term, the Parties agree as follows:


Section 1.1    Renewal of Advisory Agreement.  Pursuant to Section 18 of the Advisory Agreement, the Parties hereby renew the term of the Advisory Agreement effective as of                 December 13, 2015 for an additional one-year term ending on December 13, 2016. 










ARTICLE II
MISCELLANEOUS 


Section 2.1    Continued Effect.   Except as specifically set forth herein, all other terms and conditions of the Advisory Agreement shall remain unmodified and in full force and effect, the same being confirmed and republished hereby.  In the event of any conflict between the terms of the Advisory Agreement and the terms of this Amendment, the terms of this Amendment shall control.


Section 2.2    Counterparts.  The Parties may sign any number of copies of this Amendment.  Each signed copy shall be an original, but all of them together represent the same agreement.  Delivery of an executed counterpart of a signature page of this Amendment or any document or instrument delivered in connection herewith by telecopy or other electronic method shall be effective as delivery of a manually executed counterpart of this Amendment or such other document or instrument, as applicable.  


Section 2.3    Governing Law.  This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Delaware.


[Signatures on following page]





1






IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first written above.


STEADFAST APARTMENT REIT, INC.
                    	
			
	By:
	/s/ Rodney F. Emery

	Name:
	Rodney F. Emery

	Title:
	Chief Executive Officer








STEADFAST APARTMENT REIT OPERATING PARTNERSHIP, L.P.


		
	By: 
	STEADFAST APARTMENT REIT, INC., its General Partner


                    	
			
	By:
	/s/ Rodney F. Emery

	Name:
	Rodney F. Emery

	Title:
	Chief Executive Officer










STEADFAST APARTMENT ADVISOR, LLC
                    	
			
	By:
	/s/ Ella S. Neyland

	Name:
	Ella S. Neyland

	Title:
	President