Apartment Trust of America – Amended and Restated Corporate Governance Agreement (January 10th, 2014)

THIS AMENDED AND RESTATED CORPORATE GOVERNANCE AGREEMENT (this Agreement), dated as of January 7, 2014, is made and entered into by and among: (i) LANDMARK APARTMENT TRUST OF AMERICA, INC., a Maryland corporation (the Company); (ii) ELCO LANDMARK RESIDENTIAL HOLDINGS LLC, a Delaware limited liability company (EL); (iii) 2335887 LIMITED PARTNERSHIP, an Ontario limited partnership (OPT); (iv) DK LANDMARK, LLC, a Florida limited liability company (DB); (v) ISTAR APARTMENT HOLDINGS LLC, a Delaware limited liability company (iStar Financial and together with its Affiliates and permitted assignees and transferees, iStar); (vi) BREDS II Q LANDMARK LLC, a Delaware limited liability company (BREDS Financial and together with its Affiliates and permitted assignees and transferees, BREDS); (vii) Joseph G. Lubeck, solely for the purpose of Section 5(a) in his capacity as a holder of Capital Stock; and (viii) Edward M. Kobel, solely for the purpose of Section 5(a) in his capacity as a holder of Cap