Exhibit



EXHIBIT 10.4



THIRD AMENDMENT TO PURCHASE FOR BELMAR VILLAS


This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT FOR BELMAR VILLAS (this “Amendment”) is made and entered into as of June 16, 2017, by and between Seagate Belmar Associates, LLC, a Colorado limited liability company (“Seller”), and Steadfast Asset Holdings, Inc., California corporation (“Purchaser”).
RECITALS:


A.    Seller and Purchaser are parties to that certain Purchase and Sale Agreement for Belmar Villas dated as of May 22, 2017, as amended by that certain First Amendment to Purchase and Sale Agreement for Belmar Villas dated as of June 2, 2017 and that Second Amendment to Purchase and Sale Agreement for Belmar Villas dated as of June 9, 2017 (collectively, the “Agreement”).  All initially-capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Agreement unless the context clearly indicates otherwise. 


B.    Seller and Purchaser mutually desire to amend the Agreement as provided in this Amendment.


AGREEMENTS:


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:


1.Service Contracts.  Notwithstanding anything to the contrary contained in the Agreement, Exhibit B attached to the Agreement is hereby deleted in its entirety and replaced with Exhibit A attached hereto and made a part hereof.
2.Miscellaneous. 
(a)    No Other Amendments; This Amendment Governs and Controls.  Except as expressly modified by this Amendment, the Agreement shall remain unmodified and in full force and effect and is hereby ratified and affirmed.  To the extent any of the provisions of this Amendment are inconsistent with any of the provisions set forth in the Agreement, the provisions of this Amendment shall govern and control.
(b)    Authority.  Each party represents to the other party or parties that the individual or individuals executing this Amendment on behalf of such party has the capacity and authority to execute and deliver this Amendment on behalf of such party, and that this Amendment, once executed and delivered, is the legal, valid and binding obligation of such party.
(c)    Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.  The delivery of an executed counterpart of this Amendment by facsimile or as a PDF or similar attachment to an e-mail shall constitute effective delivery of such counterpart for all purposes with the same force and effect as the delivery of an original, executed counterpart.






	
			
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(d)    Successors and Assigns.  This Amendment is binding upon and shall inure to the benefit of the successors and assigns of the parties to this Amendment.
(e)    Governing Law.  This Amendment shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Colorado.


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IN WITNESS WHEREOF, Seller and Purchaser have executed this Amendment as of the day and year first above written.


SELLER:


Seagate Belmar Associates, LLC, 
a Colorado limited liability company


By:      Belmar Manager SPE, LLC,
a Delaware limited liability company


By:    Belmar Manager, LLC,
a Colorado limited liability company,
sole manager and member


By: /s/ Mark B. Polite_____________
           Mark B. Polite, Manager    








[Signatures Continue on Following Page]






	
			
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PURCHASER:


STEADFAST ASSET HOLDINGS, INC., 
a California corporation 
 
By:    /s/ Dinesh Davar___________
Print Name:  Dinesh Davar
Print Title:    Chief Financial Officer








	
			
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Exhibit A
	
				
	Service
	Vendor
	Not to be assigned to Buyer
	Non-Cancellable

	Turn Over Cleaning
	N/A
	 
	 

	Turn Over Carpet Cleaning
	Mirage
	 
	 

	Boiler Water Treatment
	Chem-Aqua
	 
	 

	Trash Chute Cleaning
	N/A
	 
	 

	Hallway Carpet Cleaning
	N/A
	 
	 

	Pest Control
	A's General Pest
	 
	 

	Elevator Preventative Maintenance
	N/A
	 
	 

	Generator Preventative Maintenance
	N/A
	 
	 

	Porter Service
	N/A
	 
	 

	Occupied Carpet Cleaning
	Mirage
	 
	 

	Landscaping
	Metco
	 
	 

	Security Alarm Monitoring Service
	United Systems
	 
	 

	Courtesy Patrol
	Advanced Security Consulting
	 
	 

	ILS- Rent.com
	Rent.com
	X
	 

	ILS- Rent.com Upgrade
	Rent.com
	 
	 

	ILS- ApartmentGuide.com
	ApartmentGuide.com
	 
	 

	ILS - Apartments.com
	Apartments.com
	 
	 

	PropertyLink (ILS Syndication Tool)
	RealPage (aka eREI)
	X
	 

	Lead Tracking
	Lead 2 Lease
	X
	 

	Answering Service
	Indatus
	X
	 

	Call Center Service
	 
	 
	 

	Craigslist Posting Tool
	RealPage
	X
	 

	ILS- Apartment Guide
	ApartmentGuide.com
	 
	 

	ILS- MyNewPlace.com
	n/a
	 
	 

	Water Delivery Service
	Pure Water Dynamics
	 
	 

	Directional Sign Service
	N/A
	 
	 

	Voice Over I
	MegaPath
	 
	 

	Phone Service-
	Granite Communications
	 
	 

	Pool Phone Service
	n/a
	 
	 

	Internet Service
	Comcast
	 
	 

	Cable TV
	Comcast
	 
	X

	Wireless Service
	N/A
	 
	 

	Key Control System
	N/A
	 
	 

	Resident Credit Screening Services
	Leasing Desk
	X
	 

	Utility Billing Services
	GAU
	 
	 

	Trash Removal Services
	Waste Management
	 
	 










	
			
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	Maintenance Supplies
	Wilmar
	 
	 

	Resident Satisfaction Surveys
	 
	 
	 

	Invoice Management Software
	 
	 
	 

	Revenue Management Software
	YieldStar
	X
	 

	Uniform Service and Doormats
	Aramark
	 
	 

	Copier
	Automated Business Products
	 
	 

	Office Supplies
	Eon Office
	 
	 

	Fitness Center Equipment Preventative Maintenance
	Push Pedal Pull
	 
	 

	Shuttle Service
	N/A
	 
	 

	Electronic Payment Processing
	 
	X
	 

	Laundry Room Lease
	Jetz
	 
	X

	Collections
	RD Fuller
	 
	 

	Gas Service
	CenterPoint Energy
	 
	 

	Boiler Preventative Maintenance
	Aspen Air
	 
	 

	Carpet Installers and Suppliers
	Arbor
	 
	 

	Plant watering service
	N/A
	 
	 

	Helium
	N/A
	 
	 

	Legal Services
	Tschetter Hamrick Sulzer P.C.
	 
	 

	Glass Replacement
	Advantage Glass
	 
	 

	Mobile Cell Service - On Call Phone
	N/A
	 
	 

	Towing
	Wyatts
	 
	 

	Web Services  
	On-Site Manager, Inc. DBA Ellipse
	 
	 

	Printers
	Konica Minolta
	 
	 

	Apartments Etc.
	Aparments Etc.
	 
	 












	
			
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