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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