ex101formofindemnificati






                                                                   EXHIBIT 10.1                                      FORM OF                          INDEMNIFICATION AGREEMENT              THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as   of the _____ day of _______________, 2020, by and between Steadfast Apartment REIT, Inc., a   Maryland corporation (the “Company”), and _________________________ (“Indemnitee”).          WHEREAS, at the request of the Company, Indemnitee currently serves as a director or   officer of the Company and may, therefore, be subjected to claims, suits or proceedings arising   as a result of such service; and          WHEREAS, as an inducement to Indemnitee to continue to serve in such capacity, the   Company has agreed to indemnify Indemnitee and to advance expenses and costs incurred by   Indemnitee in connection with any such claims, suits or proceedings; and          WHEREAS, the parties by this Agreement desire to set forth their agreement regarding   indemnification and advance of expenses;          NOW, THEREFORE, in consideration of the premises and the covenants contained   herein, the Company and Indemnitee do hereby covenant and agree as follows:          Section 1.  Definitions.  For purposes of this Agreement:                (a)   “Applicable Legal Rate” means a fixed rate of interest equal to the   applicable federal rate for mid-term debt instruments as of the day that it is determined that   Indemnitee must repay any advanced expenses.                  (b)   “Change in Control” means a change in control of the Company occurring   after the Effective Date of a nature that would be required to be reported in response to Item   6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar   schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the   “Exchange Act”), whether or not the Company is then subject to such reporting requirement;   provided, however, that, without limitation, such a Change in Control shall be deemed to have   occurred if, after the Effective Date (i) any “person” (as such term is used in Sections 13(d) and   14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under   the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more   of the combined voting power of all of the Company’s then-outstanding securities entitled to   vote generally in the election of directors without the prior approval of at least two-thirds of the   members of the Board of Directors in office immediately prior to such person’s attaining such   percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets, plan of   liquidation or other reorganization not approved by at least two-thirds of the members of the  Board of Directors then in office, as a consequence of which members of the Board of Directors  in office immediately prior to such transaction or event constitute less than a majority of the  Board of Directors thereafter; or (iii) at any time, a majority of the members of the Board of  Directors are not individuals (A) who were directors as of the Effective Date or (B) whose 





 






 election by the Board of Directors or nomination for election by the Company’s stockholders   was approved by the affirmative vote of at least two-thirds of the directors then in office who   were directors as of the Effective Date or whose election or nomination for election was   previously so approved.                (c)   “Corporate Status” means the status of a person as a present or former   director, officer, employee or agent of the Company or as a director, trustee, officer, partner,   manager, managing member, fiduciary, employee or agent of any other foreign or domestic   corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or   other enterprise that such person is or was serving in such capacity at the request of the   Company.  As a clarification and without limiting the circumstances in which Indemnitee may be   serving at the request of the Company, service by Indemnitee shall be deemed to be at the   request of the Company:  (i) if Indemnitee serves or served as a director, trustee, officer, partner,   manager, managing member, fiduciary, employee or agent of any corporation, partnership,   limited liability company, joint venture, trust or other enterprise (1) of which a majority of the   voting power or equity interest is or was owned directly or indirectly by the Company or (2) the   management of which is controlled directly or indirectly by the Company and (ii) if, as a result   of Indemnitee’s service to the Company or any of its affiliated entities, Indemnitee is subject to   duties by, or required to perform services for, an employee benefit plan or its participants or   beneficiaries, including as a deemed fiduciary thereof.               (d)   “Disinterested Director” means a director of the Company who is not and  was not a party to the Proceeding in respect of which indemnification and/or advance of  Expenses is sought by Indemnitee.               (e)   “Effective Date” means the date set forth in the first paragraph of this  Agreement.               (f)   “Expenses” means any and all reasonable and out-of-pocket attorneys’  fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel  expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery  service fees, federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual  or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties and  any other disbursements or expenses incurred in connection with prosecuting, defending,  preparing to prosecute or defend, investigating, being or preparing to be a witness in or otherwise  participating in a Proceeding.  Expenses shall also include Expenses incurred in connection with  any appeal resulting from any Proceeding including, without limitation, the premium for,  security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or  its equivalent.                 (g)   “Independent Counsel” means a law firm, or a member of a law firm, that  is experienced in matters of corporation law and neither is, nor in the past five years has been,  retained to represent:  (i) the Company or Indemnitee in any matter material to either such party  (other than with respect to matters concerning Indemnitee under this Agreement or of other  indemnitees under similar indemnification agreements), or (ii) any other party to or participant or  witness in the Proceeding giving rise to a claim for indemnification or advance of Expenses  hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any                                           -2- 





 






 person who, under the applicable standards of professional conduct then prevailing, would have   a conflict of interest in representing either the Company or Indemnitee in an action to determine   Indemnitee’s rights under this Agreement.                  (h)   “Proceeding” means any threatened, pending or completed action, suit,   arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing   or any other actual, threatened or completed proceeding, whether brought by or in the right of the   Company or otherwise and whether of a civil (including intentional or unintentional tort claims),   criminal, administrative or investigative (formal or informal) nature, including any appeal   therefrom, except one pending or completed on or before the Effective Date, unless otherwise   specifically agreed in writing by the Company and Indemnitee.  If Indemnitee reasonably   believes that a given situation may lead to or culminate in the institution of a Proceeding, such   situation shall also be considered a Proceeding.          Section 2.  Services by Indemnitee.  Indemnitee will serve as a director or officer of   the Company.  However, this Agreement shall not impose any independent obligation on   Indemnitee or the Company to continue Indemnitee’s service to the Company.  This Agreement   shall not be deemed an employment contract between the Company (or any other entity) and   Indemnitee.          Section 3.  General.  Subject to the limitations in Section 5, the Company shall   indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) as   otherwise permitted by Maryland law in effect on the Effective Date and as amended from time   to time; provided, however, that no change in Maryland law shall have the effect of reducing the   benefits available to Indemnitee hereunder based on Maryland law as in effect on the Effective   Date.  Subject to the limitations in Section 5, the rights of Indemnitee provided in this Section 3   shall include, without limitation, the rights set forth in the other sections of this Agreement,  including any additional indemnification permitted by the Maryland General Corporation Law  (the “MGCL”), including, without limitation, Section 2-418 of the MGCL.          Section 4.  Standard for Indemnification.  Subject to the limitations in Section 5, if,   by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to   any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines   and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee   or on Indemnitee’s behalf in connection with any such Proceeding unless it is established by   clear and convincing evidence that (a) the act or omission of Indemnitee was material to the   matter giving rise to the Proceeding and (i) was committed in bad faith or (ii) was the result of  active and deliberate dishonesty, (b) Indemnitee actually received an improper personal benefit  in money, property or services or (c) in the case of any criminal Proceeding, Indemnitee had  reasonable cause to believe that his or her conduct was unlawful.          Section 5.  Certain Limits on Indemnification.  Notwithstanding any other provision   of this Agreement (other than Section 6), Indemnitee shall not be entitled to:                (a)   indemnification for any loss or liability unless all of the following   conditions are met:  (i) Indemnitee has determined, in good faith, that the course of conduct that   caused the loss or liability was in the best interests of the Company; (ii) Indemnitee was acting                                           -3- 





 






 on behalf of or performing services for the Company; (iii) such loss or liability was not the result   of negligence or misconduct, or, if Indemnitee is an independent director, gross negligence or   willful misconduct; and (iv) such indemnification is recoverable only out of the Company’s net   assets and not from the Company’s stockholders;                 (b)   indemnification for any loss or liability arising from an alleged violation   of federal or state securities laws unless one or more of the following conditions are met:  (i)   there has been a successful adjudication on the merits of each count involving alleged material   securities law violations as to Indemnitee; (ii) such claims have been dismissed with prejudice on   the merits by a court of competent jurisdiction as to Indemnitee; or (iii) a court of competent   jurisdiction approves a settlement of the claims against Indemnitee and finds that indemnification   of the settlement and the related costs should be made, and the court considering the request for   indemnification has been advised of the position of the Securities and Exchange Commission   and of the published position of any state securities regulatory authority in which securities of   the Company were offered or sold as to indemnification for violations of securities laws;                 (c)   indemnification hereunder if the Proceeding was one by or in the right of   the Company and Indemnitee is adjudged, in a final adjudication of the Proceeding not subject to   further appeal, to be liable to the Company;               (d)   indemnification hereunder if Indemnitee is adjudged, in a final  adjudication of the Proceeding not subject to further appeal, to be liable on the basis that  personal benefit was improperly received in any Proceeding charging improper personal benefit  to Indemnitee, whether or not involving action in Indemnitee’s Corporate Status; or               (e)   indemnification or advance of Expenses hereunder if the Proceeding was  brought by Indemnitee, unless:  (i) the Proceeding was brought to enforce indemnification under  this Agreement, and then only to the extent in accordance with and as authorized by Section 12  of this Agreement, or (ii) the Company’s charter or Bylaws, a resolution of the stockholders  entitled to vote generally in the election of directors or of the Board of Directors or an agreement  approved by the Board of Directors to which the Company is a party expressly provide  otherwise.          Section 6.  Court-Ordered Indemnification.  Subject to the limitations in Section 5(a)   and (b), a court of appropriate jurisdiction, upon application of Indemnitee and such notice as the   court shall require, may order indemnification of Indemnitee by the Company in the following   circumstances:                (a)   if such court determines that Indemnitee is entitled to reimbursement   under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case   Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or                (b)   if such court determines that Indemnitee is fairly and reasonably entitled   to indemnification in view of all the relevant circumstances, whether or not Indemnitee (i) has   met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged   liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court                                           -4- 





 






may order such indemnification as the court shall deem proper without regard to any limitation  on such court-ordered indemnification contemplated by Section 2-418(d)(2)(ii) of the MGCL.         Section 7.  Indemnification for Expenses of an Indemnitee Who is Wholly or Partially  Successful.  Subject to the limitations in Section 5, to the extent that Indemnitee was or is, by  reason of his or her Corporate Status, made a party to (or otherwise becomes a participant in) any  Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, the  Company shall indemnify Indemnitee for all Expenses actually and reasonably incurred by  Indemnitee or on Indemnitee’s behalf in connection therewith.  If Indemnitee is not wholly  successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but  less than all claims, issues or matters in such Proceeding, the Company shall indemnify  Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by Indemnitee  or on Indemnitee’s behalf in connection with each such claim, issue or matter, allocated on a  reasonable and proportionate basis.  For purposes of this Section 7, and without limitation, the  termination of any claim, issue or matter in such a Proceeding by dismissal, with or without  prejudice, shall be deemed to be a successful result as to such claim, issue or matter.         Section 8.  Advance of Expenses for Indemnitee.  If, by reason of Indemnitee’s  Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the  Company shall, without requiring a preliminary determination of Indemnitee’s ultimate  entitlement to indemnification hereunder, advance all Expenses incurred by or on behalf of  Indemnitee in connection with (a) such Proceeding which is initiated by a third party who is not  a stockholder of the Company or (b) such Proceeding which is initiated by a stockholder of the  Company acting in his or her capacity as such and for which a court of competent jurisdiction  specifically approves such advancement, and which relates to acts or omissions with respect to  the performance of duties or services on behalf of the Company.  The Company shall make such  advance within ten days after the receipt by the Company of a statement or statements requesting  such advance from time to time, whether prior to or after final disposition of such Proceeding  and may be in the form of, in the reasonable discretion of Indemnitee (but without duplication),  (a) payment of such Expenses directly to third parties on behalf of Indemnitee, (b) advance of  funds to Indemnitee in an amount sufficient to pay such Expenses or (c) reimbursement to  Indemnitee for Indemnitee’s payment of such Expenses.  Such statement or statements shall  reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or  accompanied by a written affirmation by Indemnitee and a written undertaking by or on behalf of  Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be  required under applicable law as in effect at the time of the execution thereof.  To the extent that  Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the  Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis.  The  undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of  Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay  such advanced Expenses and without any requirement to post security therefor.          Section 9.  Indemnification and Advance of Expenses as a Witness or Other  Participant.  Subject to the limitations in Section 5, to the extent that Indemnitee is or may be, by  reason of Indemnitee’s Corporate Status, made a witness or otherwise asked to participate in any  Proceeding, whether instituted by the Company or any other person, and to which Indemnitee is  not a party, Indemnitee shall be advanced and indemnified against all Expenses actually and                                          -5- 





 






 reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith within ten   days after the receipt by the Company of a statement or statements requesting any such advance   or indemnification from time to time, whether prior to or after final disposition of such   Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by   Indemnitee.  In connection with any such advance of Expenses, the Company may require   Indemnitee to provide an affirmation and undertaking substantially in the form attached hereto as   Exhibit A.          Section 10. Procedure for Determination of Entitlement to Indemnification.                (a)   To obtain indemnification under this Agreement, Indemnitee shall submit   to the Company a written request, including therein or therewith such documentation and   information as is reasonably available to Indemnitee and is reasonably necessary to determine   whether and to what extent Indemnitee is entitled to indemnification.  Indemnitee may submit   one or more such requests from time to time and at such time(s) as Indemnitee deems appropriate   in Indemnitee’s sole discretion.  The officer of the Company receiving any such request from   Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board   of Directors in writing that Indemnitee has requested indemnification.                (b)   Upon written request by Indemnitee for indemnification pursuant to   Section 10(a) above, a determination, if required by applicable law, with respect to Indemnitee’s   entitlement thereto shall promptly be made in the specific case:  (i) if a Change in Control has   occurred, by Independent Counsel, in a written opinion to the Board of Directors, a copy of   which shall be delivered to Indemnitee, which Independent Counsel shall be selected by   Indemnitee and approved by the Board of Directors in accordance with Section 2-418(e)(2)(ii) of   the MGCL, which approval shall not be unreasonably withheld; or (ii) if a Change in Control has   not occurred, (A) by a majority vote of the Disinterested Directors or by the majority vote of a   group of Disinterested Directors designated by the Disinterested Directors to make the   determination, (B) if Independent Counsel has been selected by the Board of Directors in   accordance with Section 2-418(e)(2)(ii) of the MGCL and approved by Indemnitee, which   approval shall not be unreasonably withheld or delayed, by Independent Counsel, in a written   opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee or (C) if so   directed by the Board of Directors, by the stockholders of the Company, other than directors or   officers who are parties to the Proceeding.  If it is so determined that Indemnitee is entitled to  indemnification, the Company shall make payment to Indemnitee within ten days after such  determination.  Indemnitee shall cooperate with the person, persons or entity making such  determination with respect to Indemnitee’s entitlement to indemnification, including providing to  such person, persons or entity upon reasonable advance request any documentation or  information which is not privileged or otherwise protected from disclosure and which is  reasonably available to Indemnitee and reasonably necessary or appropriate to such  determination in the discretion of the Board of Directors or Independent Counsel if retained  pursuant to clause (ii)(B) of this Section 10(b).  Any Expenses incurred by Indemnitee in so  cooperating with the person, persons or entity making such determination shall be borne by the  Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)  and the Company shall indemnify and hold Indemnitee harmless therefrom.                                           -6- 





 






             (c)   The Company shall pay the reasonable fees and expenses of Independent  Counsel, if one is appointed.          Section 11. Presumptions and Effect of Certain Proceedings.                (a)   In making any determination with respect to entitlement to   indemnification hereunder, the person or persons or entity making such determination shall   presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has   submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and   the Company shall have the burden of overcoming that presumption in connection with the   making of any determination contrary to that presumption.                  (b)   The termination of any Proceeding or of any claim, issue or matter therein,   by judgment, order, settlement or conviction, upon a plea of nolo contendere or its equivalent, or   entry of an order of probation prior to judgment, does not create a presumption that Indemnitee   did not meet the requisite standard of conduct described herein for indemnification.                (c)   The knowledge and/or actions, or failure to act, of any other director,   officer, employee or agent of the Company or any other director, trustee, officer, partner,   manager, managing member, fiduciary, employee or agent of any other foreign or domestic   corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or   other enterprise shall not be imputed to Indemnitee for purposes of determining any other right to   indemnification under this Agreement.          Section 12. Remedies of Indemnitee.                (a)   If (i) a determination is made pursuant to Section 10(b) of this Agreement   that Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses  is not timely made pursuant to Section 8 or 9 of this Agreement, (iii) no determination of  entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement  within 60 days after receipt by the Company of the request for indemnification, (iv) payment of   indemnification is not made pursuant to Section 7 or 9 of this Agreement within ten days after   receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant   to any other section of this Agreement or the charter or Bylaws of the Company is not made   within ten days after a determination has been made that Indemnitee is entitled to   indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court located in   the State of Maryland, or in any other court of competent jurisdiction, or in an arbitration   conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American   Arbitration Association, of Indemnitee’s entitlement to indemnification or advance of Expenses.    Indemnitee shall commence a proceeding seeking an adjudication or an award in arbitration   within 180 days following the date on which Indemnitee first has the right to commence such   proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not   apply to a proceeding brought by Indemnitee to enforce his or her rights under Section 7 of this   Agreement.  Except as set forth herein, the provisions of Maryland law (without regard to its   conflicts of laws rules) shall apply to any such arbitration.  The Company shall not oppose   Indemnitee’s right to seek any such adjudication or award in arbitration.                                           -7- 





 






            (b)   In any judicial proceeding or arbitration commenced pursuant to this  Section 12, Indemnitee shall be presumed to be entitled to indemnification or advance of  Expenses, as the case may be, under this Agreement and the Company shall have the burden of  proving that Indemnitee is not entitled to indemnification or advance of Expenses, as the case  may be.  If Indemnitee commences a judicial proceeding or arbitration pursuant to this  Section 12, Indemnitee shall not be required to reimburse the Company for any advances  pursuant to Section 8 of this Agreement until a final determination is made with respect to  Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted  or lapsed).  The Company shall, to the fullest extent not prohibited by law, be precluded from  asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the  procedures and presumptions of this Agreement are not valid, binding and enforceable and shall  stipulate in any such court or before any such arbitrator that the Company is bound by all of the  provisions of this Agreement.               (c)   If a determination shall have been made pursuant to Section 10(b) of this  Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such  determination in any judicial proceeding or arbitration commenced pursuant to this Section 12,  absent a misstatement by Indemnitee of a material fact, or an omission of a material fact  necessary to make Indemnitee’s statement not materially misleading, in connection with the  request for indemnification that was not disclosed in connection with the determination.               (d)   In the event that Indemnitee is successful in seeking, pursuant to this  Section 12, a judicial adjudication of or an award in arbitration to enforce Indemnitee’s rights  under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to  recover from the Company, and shall be indemnified by the Company for, any and all Expenses  actually and reasonably incurred by him or her in such judicial adjudication or arbitration.  If it  shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to  receive part but not all of the indemnification or advance of Expenses sought, the Expenses  incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be  appropriately prorated.                 (e)   Interest shall be paid by the Company to Indemnitee at the maximum rate  allowed to be charged for judgments under the Courts and Judicial Proceedings Article of the  Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the  period (i) commencing with either the tenth day after the date on which the Company was  requested to advance Expenses in accordance with Section 8 or 9 of this Agreement or the 60th  day after the date on which the Company was requested to make the determination of entitlement  to indemnification under Section 10(b) of this Agreement, as applicable, and (ii) ending on the  date such payment is made to Indemnitee by the Company.         Section 13. Defense of the Underlying Proceeding.               (a)   Indemnitee shall notify the Company promptly in writing upon being  served with any summons, citation, subpoena, complaint, indictment, request or other document  relating to any Proceeding which may result in the right to indemnification or the advance of  Expenses hereunder and shall include with such notice a description of the nature of the  Proceeding and a summary of the facts underlying the Proceeding.  The failure to give any such                                          -8- 





 






notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right  of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the  Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy  is materially and adversely prejudiced thereby, and then only to the extent the Company is  thereby actually so prejudiced.               (b)   Subject to the provisions of the last sentence of this Section 13(b) and of  Section 13(c) below, the Company shall have the right to defend Indemnitee in any Proceeding  which may give rise to indemnification hereunder; provided, however, that the Company shall  notify Indemnitee of any such decision to defend within 15 calendar days following receipt of  notice of any such Proceeding under Section 13(a) above.  The Company shall not, without the  prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed,  consent to the entry of any judgment against Indemnitee or enter into any settlement or  compromise which (i) includes an admission of fault of Indemnitee, (ii) does not include, as an  unconditional term thereof, the full release of Indemnitee from all liability in respect of such  Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee  or (iii) would impose any Expense, judgment, fine, penalty or limitation on Indemnitee.  This  Section 13(b) shall not apply to a Proceeding brought by Indemnitee under Section 12 of this  Agreement.               (c)   Notwithstanding the provisions of Section 13(b) above, if in a Proceeding  to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee  reasonably concludes, based upon an opinion of counsel approved by the Company, which  approval shall not be unreasonably withheld or delayed, that Indemnitee may have separate  defenses or counterclaims to assert with respect to any issue which may not be consistent with  other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an  opinion of counsel approved by the Company, which approval shall not be unreasonably  withheld or delayed, that an actual or apparent conflict of interest or potential conflict of interest  exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense  of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate  legal counsel of Indemnitee’s choice, subject to the prior approval of the Company, which  approval shall not be unreasonably withheld or delayed, at the expense of the Company.  In  addition, if the Company fails to comply with any of its obligations under this Agreement or in  the event that the Company or any other person takes any action to declare this Agreement void  or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee the benefits  intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain  counsel of Indemnitee’s choice, subject to the prior approval of the Company, which approval  shall not be unreasonably withheld or delayed, at the expense of the Company (subject to  Section 12(d) of this Agreement), to represent Indemnitee in connection with any such matter.         Section 14. Non-Exclusivity; Survival of Rights; Subrogation.               (a)   The rights of indemnification and advance of Expenses as provided by this  Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any  time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a  resolution of the stockholders entitled to vote generally in the election of directors or of the  Board of Directors, or otherwise.  Unless consented to in writing by Indemnitee, no amendment,                                          -9- 





 






 alteration or repeal of the charter or Bylaws of the Company, this Agreement or of any provision   hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any   action taken or omitted by such Indemnitee in his or her Corporate Status prior to such   amendment, alteration or repeal, regardless of whether a claim with respect to such action or   inaction is raised prior or subsequent to such amendment, alteration or repeal.  No right or   remedy herein conferred is intended to be exclusive of any other right or remedy, and every other   right or remedy shall be cumulative and in addition to every other right or remedy given   hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion of any   right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or   employment of any other right or remedy.                (b)   In the event of any payment under this Agreement, the Company shall be   subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall   execute all papers required and take all action necessary to secure such rights, including   execution of such documents as are necessary to enable the Company to bring suit to enforce   such rights.          Section 15. Insurance.                  (a)   The Company will use its reasonable best efforts to acquire directors and   officers liability insurance, on terms and conditions deemed appropriate by the Board of   Directors, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee   by reason of his or her Corporate Status and covering the Company for any indemnification or   advance of Expenses made by the Company to Indemnitee for any claims made against   Indemnitee by reason of his or her Corporate Status.  In the event of a Change in Control, the   Company shall maintain in force any and all directors and officers liability insurance policies   that were maintained by the Company immediately prior to the Change in Control for a period of   six years with the insurance carrier or carriers and through the insurance broker in place at the   time of the Change in Control; provided, however, (i) if the carriers will not offer the same   policy and an expiring policy needs to be replaced, a policy substantially comparable in scope   and amount shall be obtained and (ii) if any replacement insurance carrier is necessary to obtain   a policy substantially comparable in scope and amount, such insurance carrier shall have an AM   Best rating that is the same or better than the AM Best rating of the existing insurance carrier;  provided, further, however, in no event shall the Company be required to expend in the aggregate  in excess of 250% of the annual premium or premiums paid by the Company for directors and  officers liability insurance in effect on the date of the Change in Control.  In the event that 250%  of the annual premium paid by the Company for such existing directors and officers liability  insurance is insufficient for such coverage, the Company shall spend up to that amount to  purchase such lesser coverage as may be obtained with such amount.               (b)   Without in any way limiting any other obligation under this Agreement,  the Company shall indemnify Indemnitee for any payment by Indemnitee which would otherwise  be indemnifiable arising out of the amount of any deductible or retention and the amount of any  excess of the aggregate of all judgments, penalties, fines, settlements and Expenses incurred by  Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in  Section 15(a).  The purchase, establishment and maintenance of any such insurance shall not in  any way limit or affect the rights or obligations of the Company or Indemnitee under this                                          -10- 





 






Agreement except as expressly provided herein, and the execution and delivery of this  Agreement by the Company and Indemnitee shall not in any way limit or affect the rights or  obligations of the Company under any such insurance policies.  If, at the time the Company  receives notice from any source of a Proceeding to which Indemnitee is a party or a participant  (as a witness or otherwise), the Company has director and officer liability insurance in effect, the  Company shall give prompt notice of such Proceeding to the insurers in accordance with the  procedures set forth in the respective policies.               (c)   Indemnitee shall cooperate with the Company or any insurance carrier of  the Company with respect to any Proceeding.         Section 16. Coordination of Payments.  The Company shall not be liable under this  Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable  as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such  payment under any insurance policy, contract, agreement or otherwise.         Section 17. Contribution.  If the indemnification provided in this Agreement is  unavailable in whole or in part and may not be paid to Indemnitee for any reason, other than for  failure to satisfy the standard of conduct set forth in Section 4 or due to the provisions of Section  5, then, with respect to any Proceeding in which the Company is jointly liable with Indemnitee  (or would be if joined in such Proceeding), to the fullest extent permissible under applicable law,  the Company, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first  instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, penalties,  and/or amounts paid or to be paid in settlement, in connection with any Proceeding without  requiring Indemnitee to contribute to such payment, and the Company hereby waives and  relinquishes any right of contribution it may have at any time against Indemnitee.         Section 18. Reports to Stockholders.  To the extent required by the MGCL, the  Company shall report in writing to its stockholders the payment of any amounts for  indemnification of, or advance of Expenses to, Indemnitee under this Agreement arising out of a  Proceeding by or in the right of the Company with the notice of the meeting of stockholders of  the Company next following the date of the payment of any such indemnification or advance of  Expenses or prior to such meeting.         Section 19. Duration of Agreement; Binding Effect.               (a)   This Agreement shall continue until and terminate on the later of (i) the  date that Indemnitee shall have ceased to serve as a director, officer, employee or agent of the  Company or as a director, trustee, officer, partner, manager, managing member, fiduciary,  employee or agent of any other foreign or domestic corporation, real estate investment trust,  partnership, limited liability company, joint venture, trust, employee benefit plan or other  enterprise that such person is or was serving in such capacity at the request of the Company and  (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including  any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section  12 of this Agreement).                                         -11- 





 






            (b)   The indemnification and advance of Expenses provided by, or granted  pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and  their respective successors and assigns (including any direct or indirect successor by purchase,  merger, consolidation or otherwise to all or substantially all of the business or assets of the  Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee  or agent of the Company or a director, trustee, officer, partner, manager, managing member,  fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited  liability company, joint venture, trust, employee benefit plan or other enterprise that such person  is or was serving in such capacity at the request of the Company, and shall inure to the benefit of  Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and  other legal representatives.               (c)   The Company shall require and cause any successor (whether direct or  indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial  part, of the business and/or assets of the Company, by written agreement in form and substance  satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same  manner and to the same extent that the Company would be required to perform if no such  succession had taken place.               (d)   The Company and Indemnitee agree that a monetary remedy for breach of  this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and  further agree that such breach may cause Indemnitee irreparable harm.  Accordingly, the parties  hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or  specific performance hereof, without any necessity of showing actual damage or irreparable  harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be  precluded from seeking or obtaining any other relief to which Indemnitee may be entitled.   Indemnitee shall further be entitled to such specific performance and injunctive relief, including  temporary restraining orders, preliminary injunctions and permanent injunctions, without the  necessity of posting bonds or other undertakings in connection therewith.  The Company  acknowledges that, in the absence of a waiver, a bond or undertaking may be required of  Indemnitee by a court, and the Company hereby waives any such requirement of such a bond or  undertaking.         Section 20. Severability.  If any provision or provisions of this Agreement shall be  held to be invalid, void, illegal or otherwise unenforceable for any reason whatsoever:  (a) the  validity, legality and enforceability of the remaining provisions of this Agreement (including,  without limitation, each portion of any Section, paragraph or sentence of this Agreement  containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid,  illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain  enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be  deemed reformed to the extent necessary to conform to applicable law and to give the maximum  effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of  this Agreement (including, without limitation, each portion of any Section, paragraph or sentence  of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that  is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent  manifested thereby.                                         -12- 





 






       Section 21. Counterparts.  This Agreement may be executed in one or more   counterparts (delivery of which may be by facsimile or via e-mail as a portable document format  (.pdf) or other electronic format), each of which will be deemed to be an original, and it will not  be necessary in making proof of this Agreement or the terms of this Agreement to produce or  account for more than one such counterpart.  One such counterpart signed by the party against  whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.          Section 22. Headings.  The headings of the paragraphs of this Agreement are inserted   for convenience only and shall not be deemed to constitute part of this Agreement or to affect the   construction thereof.          Section 23. Modification and Waiver.  No supplement, modification or amendment of   this Agreement shall be binding unless executed in writing by both of the parties hereto.  No   waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of   any other provisions hereof (whether or not similar) nor, unless otherwise expressly stated, shall   such waiver constitute a continuing waiver.          Section 24. Notices.  All notices, requests, demands and other communications   hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by   hand and receipted for by the party to whom said notice or other communication shall have been   directed, on the day of such delivery, or (ii) mailed by certified or registered mail with postage   prepaid, on the third business day after the date on which it is so mailed:                (a)   If to Indemnitee, to the address set forth on the signature page hereto.                (b)   If to the Company, to:                      Steadfast Apartment REIT, Inc.                    18100 Von Karman Avenue                     Suite 500                     Irvine, California 92612                    Attn:  General Counsel       or to such other address as may have been furnished in writing to Indemnitee by the Company or   to the Company by Indemnitee, as the case may be.            Section 25. Governing Law.  This Agreement shall be governed by, and construed and   enforced in accordance with, the laws of the State of Maryland, without regard to its conflicts of   laws rules.                                  [SIGNATURE PAGE FOLLOWS]                                          -13- 





 






      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day  and year first above written.                                       STEADFAST APARTMENT REIT, INC.                                            By:  ________________________________                                              Name:                                              Title:                                          INDEMNITEE                                                                               ____________________________________                                     Name:                                     Address:                                                                                   -14- 





 






                                 EXHIBIT A         AFFIRMATION AND UNDERTAKING TO REPAY EXPENSES ADVANCED   To:  The Board of Directors of Steadfast Apartment REIT, Inc.     Re:  Affirmation and Undertaking    Ladies and Gentlemen:          This Affirmation and Undertaking is being provided pursuant to that certain  Indemnification Agreement, dated the _____ day of _______________, 2013, by and between  Steadfast Apartment REIT, Inc., a Maryland corporation (the “Company”), and the undersigned  Indemnitee (the “Indemnification Agreement”), pursuant to which I am entitled to advance of  Expenses in connection with [Description of Proceeding] (the “Proceeding”).         Terms used herein and not otherwise defined shall have the meanings specified in the  Indemnification Agreement.         I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged  actions or omissions by me in such capacity.  I hereby affirm my good faith belief that at all  times, insofar as I was involved as a director or officer of the Company, in any of the facts or  events giving rise to the Proceeding, I (1) did not act with bad faith or active or deliberate  dishonesty, (2) did not receive any improper personal benefit in money, property or services and  (3) in the case of any criminal proceeding, had no reasonable cause to believe that any act or  omission by me was unlawful.         In consideration of the advance by the Company for Expenses incurred by me in  connection with the Proceeding (the “Advanced Expenses”), I hereby agree that if, in connection  with the Proceeding, it is established that (1) an act or omission by me was material to the matter  giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active  and deliberate dishonesty or (2) I actually received an improper personal benefit in money,  property or services or (3) in the case of any criminal proceeding, I had reasonable cause to  believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the  Advanced Expenses, together with the Applicable Legal Rate of interest thereon, relating to the  claims, issues or matters in the Proceeding as to which the foregoing findings have been  established.           IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this  _____ day of _______________, 20____.                                                 _____________________________                                            Name:                                           -15-