SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P.Limited Partnership Agreement • March 4th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P. dated as of February 28, 2011, 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.
SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT among Preferred Apartment Communities, Inc., Preferred Apartment Communities Operating Partnership, L.P. and Preferred Apartment Advisors, LLCManagement Agreement • March 4th, 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
PREFERRED APARTMENT COMMUNITIES, INC. Shares of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
RESTRICTED STOCK AGREEMENT PURSUANT TO THE PREFERRED APARTMENT COMMUNITIES, INC.Restricted Stock Agreement • March 4th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts • Maryland
THIS AGREEMENT made as of the ___ day of, 2011 (this “Agreement”), between Preferred Apartment Communities, Inc. (the “Company”) and (the “Participant”).
Preferred Apartment Communities, Inc. Lock-Up AgreementLock-Up Agreement • March 4th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts • New York
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 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
February 18, 2011 PRIVATE AND CONFIDENTIAL Mr. Ed Cofrancesco President International Assets Advisory, LLCLetter Agreement • March 4th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts
THIRD AMENDMENT TO CONTRACT OF PURCHASE AND SALEContract of Purchase and Sale • March 4th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts
THIS THIRD AMENDMENT TO CONTRACT OF PURCHASE AND SALE (this “Third Amendment’) is made and entered into as of the 15th day of February, 2010 by and between PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as assignee of Preferred Apartment Communities, Inc., a Maryland corporation (“Purchaser”), and 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”).
THIRD AMENDMENT TO CONTRACT OF PURCHASE AND SALEContract of Purchase and Sale • March 4th, 2011 • Preferred Apartment Communities Inc • Real estate investment trusts
THIS THIRD AMENDMENT TO CONTRACT OF PURCHASE AND SALE (this “Third Amendment’) is made and entered into as of the 15th day of February, 2010 by and between PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as assignee of Preferred Apartment Communities, Inc., a Maryland corporation (“Purchaser”), and 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”).
