FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P. _____________________________________________________ Effective as of January 1, 2014...Limited Partnership Agreement • January 10th, 2014 • Preferred Apartment Communities Inc • 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 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 7th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts • Maryland
This Indemnification Agreement is made as of April [ ], 2011 (this “Agreement”) between Preferred Apartment Communities, Inc., a Maryland corporation (the “Company”), and [______________] (“Indemnitee”).
Capital on Demand™ Sales AgreementCapital on Demand Sales Agreement • July 10th, 2017 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
Preferred Apartment Communities, Inc., a Maryland corporation (the "Company") confirms its agreement (this "Agreement") with JMP Securities LLC, (the "Agent"), as follows:
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 DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (VIRGINIA – REVISION DATE 05-11-2004)Multifamily Deed of Trust, Assignment of Rents 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.
MULTIFAMILY NOTE (CME)Multifamily Note • January 28th, 2013 • Preferred Apartment Communities Inc • 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.
PREFERRED APARTMENT COMMUNITIES, INC. Common Stock ($0.01 par value per share) At-the-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • February 28th, 2014 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
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").
PREFERRED APARTMENT COMMUNITIES, INC. 2018 CLASS B UNIT AWARD AGREEMENTClass B Unit 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):
PREFERRED APARTMENT COMMUNITIES, INC. SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • October 4th, 2013 • Preferred Apartment Communities Inc • Real estate investment trusts
International Assets Advisory, LLC, a Florida limited liability company (the “Dealer Manager”), entered into an exclusive dealer manager agreement dated as of [ ], 2013 (as may be amended, amended and restated or otherwise modified from time to time, the “Dealer Manager Agreement”), with Preferred Apartment Communities, Inc., a Maryland corporation (the “Company”) pursuant to which the Dealer Manager has agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of up to an aggregate of 900,000 units (the "Units"), with each Unit consisting of (a) one share of Series A Redeemable Preferred Stock, $0.01 par value per share, of the Company, and (b) one warrant to purchase 20 shares of Common Stock, $0.01 par value per share, of the Company for a purchase price of $1,000 per Unit. On November 18, 2011, the Securities and Exchange Commission (the “Commission”) declared effective the Company's registration statement on Form S-1
NOTEMezzanine Loan Agreement • May 9th, 2013 • Preferred Apartment Communities Inc • 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
FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 10th, 2016 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
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”).
FORM OF SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • October 2nd, 2019 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
THIS FORM OF SUBSCRIPTION ESCROW AGREEMENT dated as of September __, 2019 (this “Agreement”), is entered into among Preferred Capital Securities, 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”).
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”).
CONTRACT OF PURCHASE AND SALEPurchase and Sale Agreement • December 14th, 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”).
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. Form of Lock-Up AgreementLock-Up Agreement • March 24th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
FORM OF SOLICITING DEALER AGREEMENT WITH PREFERRED CAPITAL SECURITIES, LLCDealer Manager Agreement • November 9th, 2016 • Preferred Apartment Communities Inc • Real estate investment trusts
Preferred Capital Securities, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of ____________, 2016 (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 500,000 shares of the Company’s Series M Redeemable Preferred Stock, par value $0.01 per share (“mShares”). Each mShare will be sold at a public offering price of $1,000 per mShare. The Offering will commence on the initial Effective Date (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.
Warrant to Purchase Common Stock of Preferred Apartment Communities, Inc. WARRANT Dated: [ ], 2011Warrant Agreement • March 4th, 2011 • Preferred Apartment Communities Inc • 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 common stock (the “Shares”), par value $0.01 per share, of the Company (the “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 Common Stock in the Company’s initial public offering of 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.
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. 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
Preferred Apartment Advisors, LLC Atlanta, Georgia 30339Subscription Agreement • March 4th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts • Delaware
Williams Opportunity Fund, LLC, a Georgia limited liability company (the “Investor”) and Preferred Apartment Advisors, LLC (the “Manager”) previously entered into a letter agreement dated July 29, 2010 (the “Original Letter Agreement”), in connection with the execution of that certain Subscription Agreement, dated July 29, 2010, among Preferred Apartment Communities, Inc. (the “ Company”), the Manager, Preferred Apartment Communities Operating Partnership, L.P. (“PAC LP”), and the Investor (the “Original Subscription Agreement”). The Original Subscription Agreement was amended and restated on February 28, 2011 in connection with an amendment to the Company’s charter filed on February 22, 2011 effecting (a) a change in the designation of the Company’s shares of Class A Common Stock, $0.01 par value per share, to common stock, $0.01 par value per share, and (b) a change in each of the Company’s issued and outstanding shares of Class B Common Stock, $0.01 par value per share, to one issue
