0001144204-11-029558 Sample Contracts

THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT among Preferred Apartment Communities, Inc., Preferred Apartment Communities Operating Partnership, L.P. and Preferred Apartment Advisors, LLC
Management Agreement • May 16th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts • Delaware

Page Section 1. Definitions 1 Section 2. Appointment and Duties of the Manager 6 Section 3. Conduct Policies 12 Section 4. Additional Activities of the Manager; Non-Solicitation; Restrictions 12 Section 5. Bank Accounts 13 Section 6. Records; Confidentiality 14 Section 7. Compensation 15 Section 8. Expenses of the Company 17 Section 9. Limits of the Manager’s Responsibility; Indemnification 19 Section 10. No Joint Venture 21 Section 11. Term; Renewal; Termination Without Cause 21 Section 12. Assignments 22 Section 13. Termination for Cause 23 Section 14. Action Upon Termination 24 Section 15. Release of Money or Other Property Upon Written Request 24 Section 16. Miscellaneous 25

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REINSTATEMENT AND SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 16th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts

This REINSTATEMENT AND SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Reinstatement Agreement”) is made and entered into as of the 6th day of April, 2011, by and between OXFORD TRAIL JV LLC, a Delaware limited liability company (“Seller”), and TRAIL CREEK APARTMENTS, LLC, a Delaware limited liability company (“Purchaser”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 16th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts • Virginia

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is hereby made and entered into as of the Effective Date (as hereinafter defined) by and between OXFORD TRAIL JV LLC, a Delaware limited liability company (“Seller”), and TRAIL CREEK APARTMENTS, LLC, a Delaware limited liability company (“Purchaser”).

REINSTATEMENT AND FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 16th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts

This REINSTATEMENT AND FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Reinstatement Agreement”) is made and entered into as of the 6th day of January, 2011, by and between OXFORD TRAIL JV LLC, a Delaware limited liability company (“Seller”), and TRAIL CREEK APARTMENTS, LLC, a Delaware limited liability company (“Purchaser”).

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P.
Partnership Agreement • May 16th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts

This FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P. (the “Partnership”), is entered into as of May [ ], 2011, between Preferred Apartment Communities, Inc., a Maryland corporation, as general partner of the Partnership (the “General Partner”), and Preferred Apartment Advisors, LLC, a Delaware limited liability company, as the initial limited partner (the “Initial Limited Partner”) and as the special limited partner (the “Special Limited Partner”).

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