0001144204-10-066369 Sample Contracts

PREFERRED APARTMENT COMMUNITIES, INC. Shares of Class A Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • December 14th, 2010 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
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FORM OF RESTRICTED STOCK AGREEMENT PURSUANT TO THE PREFERRED APARTMENT COMMUNITIES, INC.
Restricted Stock Agreement • December 14th, 2010 • Preferred Apartment Communities Inc • Real estate investment trusts • Maryland

THIS AGREEMENT (this “Agreement”) made as of the ___ day of , 2010, by and between Preferred Apartment Communities, Inc. (the “Company”) and (the “Participant”).

CONTRACT OF PURCHASE AND SALE
Purchase 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”).

December 8, 2010 PRIVATE AND CONFIDENTIAL Mr. Ed Cofrancesco President International Assets Advisory, LLC
Letter Agreement • December 14th, 2010 • Preferred Apartment Communities Inc • Real estate investment trusts
FORM OF INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT
Intellectual Property Assignment and License Agreement • December 14th, 2010 • Preferred Apartment Communities Inc • Real estate investment trusts

This Intellectual Property Assignment and License Agreement (this “Agreement”) is made and entered into this ___ day of December, 2010 (the “Execution Date”), to be effective as of _____________, 2010 (the Effective Date”) by and between Preferred Apartment Advisors, LLC (“Licensor”) and Preferred Apartment Communities, Inc. (“Licensee”).

CONTRACT OF PURCHASE AND SALE
Contract of Purchase and Sale • 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 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”), and PREFERRED APARTMENT COMMUNITIES, INC., a Maryland corporation (“Buyer”).

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