AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P.Limited Partnership Agreement • November 17th, 2010 • Preferred Apartment Communities Inc • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P. dated as of , 2010, is entered into 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.
PREFERRED APARTMENT COMMUNITIES, INC. Shares of Class A Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2010 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
Warrant to Purchase Class A Common Stock of Preferred Apartment Communities, Inc. WARRANT Dated: [ ], 2010Warrant Agreement • November 17th, 2010 • 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 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.
October18, 2010 PRIVATE AND CONFIDENTIAL Mr. Ed Cofrancesco President International Assets Advisory, LLCLetter Agreement • November 17th, 2010 • Preferred Apartment Communities Inc • Real estate investment trusts
ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENTAssignment and Assumption of Purchase and Sale Agreement • November 17th, 2010 • Preferred Apartment Communities Inc • Real estate investment trusts
ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENTAssignment and Assumption of Purchase and Sale Agreement • November 17th, 2010 • Preferred Apartment Communities Inc • Real estate investment trusts
THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this "Assignment") is made and entered into this 19th day of October, 2010 by and between PREFERRED APARTMENT COMMUNITIES, INC., a Maryland corporation, as Assignor ("Assignor"), and PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as Assignee ("Assignee").
