Capital on Demand™ Sales AgreementPreferred Apartment Communities Inc • July 10th, 2017 • Real estate investment trusts • New York
Preferred Apartment Communities, Inc., a Maryland corporation (the "Company") confirms its agreement (this "Agreement") with National Securities Corporation, (the "Agent"), as follows:
MULTIFAMILY LOAN AND SECURITY AGREEMENT (CME)Multifamily Loan and Security Agreement • June 28th, 2013 • Preferred Apartment Communities Inc • Real estate investment trusts
THIS MULTIFAMILY LOAN AND SECURITY AGREEMENT (“Loan Agreement”) is dated as of the 25th day of June, 2013 and is made by and between TRAIL CREEK APARTMENTS, LLC, a Delaware limited liability company (“Borrower”), and KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation (together with its successors and assigns, “Lender”).
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P. _____________________________________________________ Effective as of January 1, 2014...Preferred Apartment Communities Inc • January 10th, 2014 • Real estate investment trusts • Delaware
THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P. effective as of January 1, 2014, is hereby entered into on January 10, 2014 among PREFERRED APARTMENT COMMUNITIES, INC., a Maryland corporation, as General Partner, and PREFERRED APARTMENT ADVISORS, LLC, a Delaware limited liability company, as the Initial Limited Partner and as the Special Limited Partner, and the Limited Partners party hereto from time to time.
MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (VIRGINIA – REVISION DATE 05-11-2004)And Security Agreement • May 5th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts
THIS MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the "Instrument") is made to be effective as of the 29th day of April, 2011, by TRAIL CREEK APARTMENTS, LLC, a limited liability company organized and existing under the laws of the State of Delaware, whose address is 3625 Cumberland Boulevard, Suite 400, Atlanta, Georgia 30339, as grantor ("Borrower"), to ALEXANDER TITLE AGENCY, INCORPORATED, a Virginia corporation, c/o Chicago Title Insurance Company, whose principal place of business is 5875 Trinity Parkway, Suite 210, Centreville, Virginia 20120, as trustee ("Trustee"), for the benefit of JONES LANG LASALLE OPERATIONS, L.L.C., a limited liability company organized and existing under the laws of the State of Illinois, whose address is 3344 Peachtree Road, N.E., Suite 1200, Atlanta, Georgia 30326, as beneficiary ("Lender"). Borrower's organizational identification number, if applicable, is DE-4908242.
3,870,968 Shares of Common Stock PREFERRED APARTMENT COMMUNITIES, INC. (a Maryland corporation) UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2013 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
PREFERRED CAPITAL SECURITIES, LLC DEALER MANAGER AGREEMENTDealer Manager Agreement • August 30th, 2019 • Preferred Apartment Communities Inc • Real estate investment trusts • Georgia
Preferred Apartment Communities, Inc. (the “Company”) is a Maryland corporation that qualified to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ended December 31, 2011. The Company proposes to offer up to 1,000,000 shares (the “Offering”) of Series A1 Redeemable Preferred Stock, par value $0.01 per share (“Series A1 Redeemable Preferred Stock”), or Series M1 Redeemable Preferred Stock, par value $0.01 per share (“Series M1 Redeemable Preferred Stock” and together with the Series A1 Redeemable Preferred Stock, the “Preferred Stock”). Each share of Preferred Stock will be sold at a public offering price of $1,000 per share.
MULTIFAMILY NOTE (CME)Preferred Apartment Communities Inc • January 28th, 2013 • Real estate investment trusts
FOR VALUE RECEIVED, ASHFORD PARK, LLC, a Delaware limited liability company (together with such party’s or parties’ successors and assigns, “Borrower”) jointly and severally (if more than one) promises to pay to the order of PRUDENTIAL AFFORDABLE MORTGAGE COMPANY, LLC, a Delaware limited liability company, the principal sum of $25,626,000.00, with interest on the unpaid principal balance, as hereinafter provided.
Warrant Agreement Dated as of February 23, 2017Warrant Agreement • February 24th, 2017 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
WARRANT AGREEMENT dated as of February 23, 2017 (this “Agreement”), between Preferred Apartment Communities, Inc., a Maryland corporation (the “Company”), Computershare, Inc., a Delaware corporation (“Computershare”) and its fully owned subsidiary Computershare Trust Company, N.A., national banking association (collectively with Computershare, the “Warrant Agent”).
SIXTH AMENDED AND RESTATED MANAGEMENT AGREEMENT among Preferred Apartment Communities, Inc., Preferred Apartment Communities Operating Partnership, L.P. and Preferred Apartment Advisors, LLC Effective as of June 3, 2016Management Agreement • June 6th, 2016 • Preferred Apartment Communities Inc • Real estate investment trusts • Delaware
This SIXTH AMENDED AND RESTATED MANAGEMENT AGREEMENT is dated as of June 3, 2016 (the "Effective Date"), among Preferred Apartment Communities, Inc., a Maryland corporation ("PAC"), Preferred Apartment Communities Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), and Preferred Apartment Advisors, LLC, a Delaware limited liability company (the "Manager").
AGREEMENT OF SALE AND PURCHASE BETWEENAgreement of Sale and Purchase • July 15th, 2016 • Preferred Apartment Communities Inc • Real estate investment trusts
THIS AGREEMENT OF SALE AND PURCHASE (this “Agreement”) is entered into and effective for all purposes as of June 24, 2016 (the “Effective Date”), by and between HR Heritage Station LLC, a Delaware limited liability company (“Seller”), and New Market Properties, LLC, a Maryland limited liability company (“Purchaser”).
SOLICITING DEALER AGREEMENT WITH PREFERRED CAPITAL SECURITIES, LLCSoliciting Dealer Agreement • April 11th, 2017 • Preferred Apartment Communities Inc • Real estate investment trusts
Preferred Capital Securities, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of February 14, 2017 (the “Dealer Manager Agreement”), with Preferred Apartment Communities, Inc., a Maryland corporation (the “Company”), under which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering (the “Offering”) for up to 1,500,000 shares of the Company’s Series A Redeemable Preferred Stock, par value $0.01 per share, referred to as Series A Redeemable Preferred Stock, and warrants, referred to as the Warrants, to purchase a maximum of 30,000,000 shares of the Company’s common stock in this offering. The Offering also covers the shares of common stock that are issuable from time to time upon exercise of the Warrants and that may be issuable upon redemption of the Series A Redeemable Preferred Stock. The Series A Redeemable Preferred Stock and the Warrants will be sold in units (“Units”), with each Unit consistin
PREFERRED APARTMENT COMMUNITIES, INC. 2018 CLASS B UNIT AWARD AGREEMENTUnit Award Agreement • January 29th, 2018 • Preferred Apartment Communities Inc • Real estate investment trusts • Delaware
This 2018 Class B Unit Award Agreement ("Agreement") made and entered into as of January 29, 2018, but effective as of the Effective Date, among Preferred Apartment Communities, Inc., a Maryland corporation (the "Company"), its subsidiary, Preferred Apartment Communities Operating Partnership, L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the "Partnership"), and the person identified below as the grantee (the "Grantee").
FOURTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 10th, 2016 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
THIS FOURTH AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of August 5, 2016 (as the same may be amended, restated or otherwise modified from time to time, this “Agreement”), among: (i) PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”); (ii) each of the Subsidiaries (as defined in the Credit Agreement referred to below) of the Borrower that is a signatory hereto (each such Subsidiary, together with each Additional Grantor (defined below) that becomes a party hereto pursuant to Section 9.14 hereof and together with the Borrower, collectively, the “Grantors” and, individually, each a “Grantor”); and (iii) KEYBANK NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below):
PREFERRED APARTMENT COMMUNITIES, INC. Shares of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
BUY-SELL AGREEMENTBuy-Sell Agreement • February 17th, 2015 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
BUY-SELL AGREEMENT (this “Agreement”) dated as of February 12, 2015, made by and between PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“PACOP”), and KEYBANK NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”), for the benefit of the Lenders.
MEZZANINE LOAN AGREEMENTMezzanine Loan Agreement • May 9th, 2013 • Preferred Apartment Communities Inc • Real estate investment trusts • Georgia
UNDERWRITING AGREEMENT 2,750,000 Shares PREFERRED APARTMENT COMMUNITIES, INC. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2017 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
Preferred Apartment Communities, Inc., a Maryland corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 2,750,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 412,500 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
FOURTH AMENDED AND RESTATED GUARANTYGuaranty • August 10th, 2016 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
THIS FOURTH AMENDED AND RESTATED GUARANTY, dated as of August 5, 2016 (as the same may be amended, restated or otherwise modified from time to time, this “Guaranty”), made by (i) each of the undersigned (each, a “Guarantor” and collectively, the “Guarantors” and such terms shall include an Additional Guarantor that becomes a party to this Guaranty pursuant to Section 16 hereof), (ii) solely with respect to Section 33, Preferred Apartment Communities Operating Partnership, L.P., a Delaware limited partnership (together with its successors and assigns, the “Borrower”), with (iii) KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (herein, together with its successors and assigns in such capacity, the “Administrative Agent”), for the benefit of the Creditors (as defined below):
NOTEPreferred Apartment Communities Inc • May 9th, 2013 • Real estate investment trusts
FOR VALUE RECEIVED, the undersigned, NEWPORT OVERTON HOLDINGS, LLC, a Georgia limited liability company, hereby promises to pay to the order of NEWPORT OVERTON MEZZANINE LENDING, LLC, a Georgia limited liability company (“Lender”), in accordance with the terms of that certain Mezzanine Loan Agreement dated as of May 8, 2013, as from time to time in effect, among the undersigned and Lender (the “Loan Agreement”) to the extent not sooner paid, on or before the Maturity Date, the principal sum of SIXTEEN MILLION SIX HUNDRED THREE THOUSAND NINE HUNDRED THIRTY-FIVE AND NO/100 DOLLARS ($16,603,935.00), or such amount as may be advanced by the payee hereof under the Loan Agreement, together with such additional principal from time to time outstanding under the Loan Agreement, with daily interest from the date hereof, computed as provided in the Loan Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at al
AGREEMENT OF SALE AND PURCHASE BETWEENAgreement of Sale and Purchase • July 15th, 2016 • Preferred Apartment Communities Inc • Real estate investment trusts
THIS AGREEMENT OF SALE AND PURCHASE (this “Agreement”) is entered into and effective for all purposes as of June 24, 2016 (the “Effective Date”), by and between HR Venture Properties I LLC (the “HR Venture Properties I Seller”), HR Parkland LLC (the “HR Parkland Seller”), each a Delaware limited liability company (the HR Venture Properties I Seller and the HR Parkland Seller are together referred to herein as “Sellers” and individually as a “Seller”), and New Market Properties, LLC, a Maryland limited liability company (“Purchaser”).
RESTRICTED STOCK AGREEMENT PURSUANT TO THE PREFERRED APARTMENT COMMUNITIES, INC. 2019 STOCK INCENTIVE PLANRestricted Stock Agreement • June 19th, 2020 • Preferred Apartment Communities Inc • Real estate investment trusts • Maryland
THIS AGREEMENT (this “Agreement”) made as of _________, by and between Preferred Apartment Communities, Inc. (the “Company”) and ____________________ (the “Participant”).
PURCHASE OPTION AGREEMENTPurchase Option Agreement • May 9th, 2013 • Preferred Apartment Communities Inc • Real estate investment trusts
THIS PURCHASE OPTION AGREEMENT (“Agreement”) is made and entered into as of this 8th day of May, 2013, by and between NEWPORT OVERTON, LLC, a Georgia limited liability company (“Seller”), and NEWPORT OVERTON MEZZANINE LENDING, LLC, a Georgia limited liability company and its successors and assigns (collectively “Purchaser”).
PURCHASE AND SALE AGREEMENT dated April 16, 2021 by and among POP 4208 SIX FORKS ROAD, L.P., POP MORROCROFT, L.P., POP 150 FAYETTEVILLE, LP, POP CAPITOL TOWERS, LP, PAC GALLERIA 75, LLC, POP 8 WEST MEZZANINE LENDING, LLC, PREFERRED OFFICE PROPERTIES,...Purchase and Sale Agreement • August 9th, 2021 • Preferred Apartment Communities Inc • Real estate investment trusts • Georgia
This Purchase and Sale Agreement (this “Agreement”) is dated and made as of April 16, 2021 (the “Effective Date”) by and among (i) POP 4208 SIX FORKS ROAD, L.P., a Delaware limited partnership, POP MORROCROFT, L.P., a Delaware limited partnership, POP 150 FAYETTEVILLE, LP, a Delaware limited partnership, POP CAPITOL TOWERS, LP, a Delaware limited partnership, PAC GALLERIA 75, LLC, a Delaware limited liability company, and POP 8 WEST MEZZANINE LENDING, LLC, a Delaware limited liability company (individually and collectively, “Seller”), having an address at 3284 Northside Parkway, Suite 150, Atlanta, GA 30327, and (ii) HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership with an office at 3100 Smoketree Court, Suite 600, Raleigh, North Carolina 27604 (“Purchaser”). PREFERRED OFFICE PROPERTIES, LLC, a Delaware limited liability company (“POP”) executes this agreement for the sole purpose of agreeing to the provisions of Section 4.4(g)(ii).
BUY-SELL AGREEMENTBuy-Sell Agreement • September 23rd, 2014 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
BUY-SELL AGREEMENT (this “Agreement”) dated as of September 19, 2014 made by and between NEW MARKET PROPERTIES, LLC, a Maryland limited liability company (“New Market”), and KEYBANK NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”), for the benefit of the Lenders.
PREFERRED APARTMENT COMMUNITIES, INC. SALES AGREEMENTSales Agreement • June 24th, 2019 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
Preferred Apartment Communities, Inc., a Maryland corporation (the “Company”), proposes, on the terms and subject to the conditions stated herein and in the Sales Agreement dated June 21, 2019 (the “Sales Agreement”) between the Company and RBC Capital Markets, LLC, Jones Trading Institutional Services LLC, B. Riley FBR, Inc., Compass Point Research & Trading, LLC, D.A. Davidson & Co., JMP Securities LLC and National Securities Corporation. (the “Agents”) and the Forward Purchaser (as defined in the Sales Agreement), to issue and sell to [•], one of the Agents under the Sales Agreement (the “Agent”), the number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), specified in the Schedule 1 hereto (the “[Purchased] Securities”), [and to grant to the Agent the option to purchase all or any of the additional shares of Common Stock specified in the Schedule 1 hereto (the “Additional Securities” and, together with the Purchased Securities,] the “Securiti
FOURTH AMENDED AND RESTATED CREDIT AGREEMENTPurchase Option Agreement • August 10th, 2016 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • October 15th, 2013 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT dated as of October 11, 2013 (this “Agreement”), is entered into among International Assets Advisory, LLC (the “Dealer Manager”), Preferred Apartment Communities, Inc. (the “Company”) and UMB Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENT dated as of [ ], 2011 among PREFERRED APARTMENT COMMUNITIES, INC. and THE SHAREHOLDERS PARTY HERETORegistration Rights Agreement • March 4th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT dated as of [ ], 2011 (this “Agreement”), among Preferred Apartment Communities, Inc., a Maryland corporation (the “Company”), and the Shareholder or Shareholders party hereto or bound hereby, including any Permitted Transferees (collectively, the “Shareholders”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • March 4th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT is made and entered into as of February 28, 2011 (this “Agreement”), among Preferred Apartment Communities, Inc., a Maryland corporation (the “Company”), Preferred Apartment Advisors, LLC, a Delaware limited liability company (the “Manager”), Preferred Apartment Communities Operating Partnership, L.P., a Delaware limited partnership (“PAC LP”), and Williams Opportunity Fund, LLC, a Georgia limited liability company (the “Investor”).
Preferred Apartment Communities, Inc. Lock-Up AgreementLock-Up Agreement • March 4th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
CONTRACT OF PURCHASE AND SALEContract of Purchase and Sale • October 4th, 2010 • Preferred Apartment Communities Inc • Real estate investment trusts • Georgia
THIS CONTRACT OF PURCHASE AND SALE (this “Contract”) is made as of the 29th day of September, 2010, by and between OXFORD SUMMIT DEVELOPMENT, LLC, a Georgia limited liability company (“Oxford”) and WILLIAMS REALTY FUND I, LLC, a Georgia limited liability company (“Williams”; Oxford and Williams are hereinafter referred to individually as a “Seller” and collectively as “Sellers”), and PREFERRED APARTMENT COMMUNITIES, INC., a Maryland corporation (“Buyer”).
Warrant to Purchase Class A Common Stock of Preferred Apartment Communities, Inc. WARRANT Dated: [ ], 2010Preferred Apartment Communities Inc • December 20th, 2010 • Real estate investment trusts • Delaware
This certifies that INTERNATIONAL ASSETS ADVISORY, LLC (“IAA”) or any of its permitted transferees (IAA or any such permitted transferee is sometimes herein called the “Holder”) is entitled to purchase from Preferred Apartment Communities, Inc., a Maryland corporation (the “Company”), up to 150,000 shares of Class A Common Stock (the “Shares”), par value $0.01 per share, of the Company (the “ Class A Common Stock ”), at a purchase price of $[ ] per Share, which purchase price is equal to 125% of the gross per Share offering price to the public of the Class A Common Stock in the Company’s initial public offering of Class A Common Stock pursuant to the Company’s Registration Statement on Form S-11 (333-168407) filed with the Securities and Exchange Commission on July 30, 2010, as amended from time to time, subject to adjustment as described below (as so adjusted from time to time, the “Exercise Price”) during the four-year period as more fully set forth in Section 1.
SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P. _____________________________________________________ Effective as of June 3, 2016...Preferred Apartment Communities Inc • June 6th, 2016 • Real estate investment trusts • Delaware
THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P. dated as of June 3, 2016, among PREFERRED APARTMENT COMMUNITIES, INC., a Maryland corporation, as General Partner, and PREFERRED APARTMENT ADVISORS, LLC, a Delaware limited liability company, as the Initial Limited Partner, and the Limited Partners party hereto from time to time.
February 18, 2011 PRIVATE AND CONFIDENTIAL Mr. Ed Cofrancesco President International Assets Advisory, LLCPrivate And • March 4th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts
PREFERRED APARTMENT COMMUNITIES, INC. EXECUTIVE SEVERANCE AND CHANGE-IN-CONTROL PLAN PARTICIPATION AGREEMENTParticipation Agreement • August 6th, 2020 • Preferred Apartment Communities Inc • Real estate investment trusts • Georgia
This Participation Agreement (the “Participation Agreement” or this “Agreement”) is entered into effective as of __________________________, 2020 (the “Participation Date”), by and between Preferred Apartment Advisors, LLC. (the “Employer”) and you (the “Participant”), pursuant to the Preferred Apartment Communities, Inc. Executive Severance and Change in Control Plan (the “Plan”). The Participant agrees that the terms and conditions of this Agreement and the Plan will govern the Participant’s rights with respect to the severance and change-in-control benefits provided under Section 5(c) of the Plan (the “Benefits”). The Employer agrees to be bound by all the terms of the Plan that apply to it as the employing Affiliate of the Company. The Participant and the Employer agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Participation Agreement. Except as defined in this Participation Agreement (includin
