0001144204-11-004098 Sample Contracts

AMENDED AND RESTATED MANAGEMENT AGREEMENT among Preferred Apartment Communities, Inc., Preferred Apartment Communities Operating Partnership, L.P. and Preferred Apartment Advisors, LLC
Management Agreement • January 26th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts • Delaware

AMENDED AND RESTATED MANAGEMENT AGREEMENT dated as of January 25, 2011, 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”).

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PREFERRED APARTMENT COMMUNITIES, INC. Shares of Class A Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • January 26th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
January 14, 2011 PRIVATE AND CONFIDENTIAL Mr. Ed Cofrancesco President International Assets Advisory, LLC
Private And • January 26th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts
SECOND AMENDMENT TO CONTRACT OF PURCHASE AND SALE
Contract of Purchase and Sale • January 26th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts

THIS SECOND AMENDMENT TO CONTRACT OF PURCHASE AND SALE (this “Second Amendment’) is made and entered into as of the 28th day of December, 2010 by and between PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as assignee of Preferred Apartment Communities, Inc., a Maryland corporation (“Purchaser”), and OXFORD RISE PARTNERS LLC, a Georgia limited liability company (“Oxford”), and WILLIAMS OPPORTUNITY FUND, LLC, a Georgia limited liability company (“Williams”; Oxford and Williams are hereinafter referred to individually as a “Seller” and collectively as “Sellers”).

SECOND AMENDMENT TO CONTRACT OF PURCHASE AND SALE
Contract of Purchase and Sale • January 26th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts

THIS SECOND AMENDMENT TO CONTRACT OF PURCHASE AND SALE (this “Second Amendment’) is made and entered into as of the 28th day of December, 2010 by and between PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as assignee of Preferred Apartment Communities, Inc., a Maryland corporation (“Purchaser”), and 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”).

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