EX-10.2





 Exhibit 10.2 

FIRST AMENDMENT TO THE AMENDED AND RESTATED 

AGREEMENT OF LIMITED PARTNERSHIP OF 

STEADFAST APARTMENT REIT III OPERATING PARTNERSHIP, L.P. 

August 5, 2019 
 The
Operating Partnership Agreement (as defined below) is hereby amended, effective as of the earlier of (i) the date the General Partner (as defined below) merges with and into SIII Subsidiary, LLC (“Merger Sub”) pursuant to that
Agreement and Plan of Merger among the General Partner, Merger Sub and certain other parties thereto (the “Merger Agreement”) and (ii) upon payment of any consideration owed to the Special Limited Partner (defined below) pursuant to
Sections 5.1(B)(3), 5.1(C) and 5.1(D)(1) in connection with the consummation of a Superior Proposal (as defined in the Merger Agreement), by this First Amendment to the Amended and Restated Agreement of Limited Partnership (this “First
Amendment”) by and between Steadfast Apartment REIT III, Inc., a Maryland corporation (the “General Partner”) and Steadfast Apartment Advisor III, LLC, a Delaware limited liability company (the “Special Limited
Partner”). Capitalized terms used but not defined herein shall have the meanings set forth in the Operating Partnership Agreement. References to sections refer to sections of the Operating Partnership Agreement unless otherwise specified.

 WITNESSETH 
 WHEREAS,
the parties hereto previously entered into that certain Amended and Restated Agreement of Limited Partnership of Steadfast REIT III Operating Partnership, L.P., dated as of July 25, 2016 (the “Operating Partnership Agreement”);

 WHEREAS, the parties hereto desire to revise the economic interests of the Special Limited Partner by amending the Operating Partnership
Agreement pursuant to this First Amendment; and 
 WHEREAS, this First Amendment being entered into pursuant to and in accordance with
Section 14.1(B) and (C) of the Operating Partnership Agreement. 
 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.    Deletion. Sections 4.8, 5.1C, 5.1D, 5.1E, 5.1F(1)-(5) and Section 1(c) of Exhibit B of the Operating Partnership
Agreement are hereby deleted in their entirety along with associated defined terms. 
 2.    Amendment.
Section 5.1(B)(3) is hereby amended and restated in its entirely as follows: 
 (B)(3) Thereafter, 100% to the Partners
holding OP Units in proportion to their respective Percentage Interests with respect to such OP Units. 

  
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 3.    Counterparts. This First Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which shall constitute one instrument. 
 4.    Continuation of
Operating Partnership Agreement. The Operating Partnership Agreement and this First Amendment shall be read together and shall have the same force and effect as if the provisions of the Operating Partnership Agreement and this First Amendment
were contained in one document. Any provisions of the Operating Partnership Agreement not amended by this First Amendment shall remain in full force and effect as provided in the Operating Partnership Agreement immediately prior to the date hereof.
In the event of a conflict between the provisions of this First Amendment and the Operating Partnership Agreement, the provisions of this First Amendment shall control. 

[Signatures Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the
date first mentioned above. 
  

			
	GENERAL PARTNER:
	
	 STEADFAST APARTMENT REIT III, INC.,

a Maryland corporation



 
			
	By:	 	 /s/ Rodney F. Emery

	Name:	 	Rodney F. Emery
	Title:	 	Chief Executive Officer


 
			
	
	SPECIAL LIMITED PARTNER:
	 STEADFAST APARTMENT ADVISOR III, LLC,

a Delaware limited liability company



 
			
		
	By:	 	 /s/ Ella Shaw Neyland

	Name:	 	Ella Shaw Neyland
	Title:	 	President


 [Signature Page to First Amendment to 

the Amended and Restated Agreement of Limited Partnership 

of Steadfast Apartment REIT III Operating Partnership, L.P.]