SECOND AMENDMENT TO CONTRACT
OF PURCHASE AND SALE

    


    THIS SECOND AMENDMENT TO CONTRACT OF
PURCHASE AND SALE (this “Second Amendment’) is made and entered into as of the
28th day of December, 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”).

    


    RECITALS

    


    WHEREAS, Sellers and Purchaser
entered into that certain Contract of Purchase and Sale dated as of September
29, 2010 with respect to that certain apartment project located in Chester
County, Pennsylvania, as amended by that certain First Amendment to Contract of
Purchase and Sale dated as of December 14, 2010 (collectively, the “Contract”);
and

    


    WHEREAS, Sellers and Purchaser
now desire to amend and modify the Contract as set forth below.

    


    NOW, THEREFORE, for and in
consideration of the foregoing recitals and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Sellers and Purchaser hereby agree as follows:

    


    
      	
               
      

            	
              1.

            	
              All
      capitalized terms used herein and not otherwise defined shall have those
      meanings ascribed to such terms in the
Contract.

            


    

     

    
      	
               
      

            	
              2.

            	
              In
      Section 3 of the Contract, the words and numbers “December 30, 2010” are
      hereby deleted in their entirety, and the words and numbers “February 17,
      2010” are hereby inserted in lieu
thereof.

            


    

     

    
      	
               
      

            	
              3.

            	
              Except
      as expressly amended herein, all terms and conditions of the Contract
      remain in full force and effect.

            


    

     

    
      	
               
      

            	
              4.

            	
              This
      Second Amendment may be executed via facsimile or electronic PDF
      counterpart and a facsimile or PDF signature page shall be deemed an
      original for purposes of this Second
Amendment.

            


    

     

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    IN WITNESS WHEREOF, the
parties have hereto signed, sealed, and delivered this Second Amendment as of
the date first above written.

    


    
      
        
          
            
              
                
                  
                    	
                            PURCHASER:

                          	
                            PREFERRED
      APARTMENT COMMUNITIES OPERATING

                          	 
	 
      	
                            PARTNERSHIP,
      L.P., a Delaware limited partnership

                          	 
	 
      	 
      	 
	 
      	
                            By:

                          	
                            Preferred
      Apartment Communities, Inc., a Maryland

                          	 
	 
      	 
      	
                            Corporation,
      its General Partner

                          	 
	 
      	 
      	 
	 
      	 
      	
                            By: 

                          	
                            /s/ John A. Williams

                          	 
	 
      	 
      	 
      	
                            John
      A. Williams, its President

                          	 
	 
      	 
      	 
      	
                            and
      Chief Executive Officer

                          	 
	 
      	 
      	 
	 
      	
                            [SEAL]

                          	 


                  

                

              

            

          

        

      

    

    


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                                  SELLERS:

                                	
                                  OXFORD
      RISE PARTNERS LLC, a

                                	 
	 
      	
                                  Georgia
      limited liability company

                                	 
	 
      	 
      	 
	 
      	
                                  By: 

                                	Oxford
      Rise Development, LLC, a	 
	 
      	 
      	Georgia
      limited liability company,	 
	 
      	 
      	its
      Manager	 
	 
      	 
      	 
	 
      	 
      	       	
                                  By: 

                                	
                                  /s/ W. Daniel Faulk,
      Jr.

                                	 
	 
      	 
      	 	 
      	
                                  W.
      Daniel Faulk, Jr.,

                                	 
	 
      	 
      	 	 
      	
                                  its
      Manager

                                	 
	 
      	 
      	 
	 
      	
                                  [SEAL]

                                	 


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 
      	
                                              WILLIAMS
      OPPORTUNITY FUND, LLC,

                                            	 
	 
      	
                                              a
      Georgia limited liability company

                                            	 
	 
      	 
      	 
	 
      	
                                              By: 

                                            	
                                              Williams
      Opportunity Fund Manager, LLC,

                                            	 
	 
      	 
      	
                                              a
      Georgia limited liability
      company,

                                            	 
	 
      	 
      	
                                              its
      Manager

                                            	 
	 
      	 
      	 
	 
      	 
      	By: 	
                                              Williams
      Realty Advisors, LLC, a

                                            	 
	 
      	 
      	 
      	
                                              Georgia
      limited liability
      company,

                                            	 
	 
      	 
      	 
      	
                                              its
      Manager

                                            	 
	 
      	 
      	 
	 
      	 
      	 
      	
                                                     

                                            	      
                                              By: 

                                            	      
                                              /s/
      John A. Williams, Jr.

                                            	 
	 
      	 
      	 
      	 
      	 	      
                                              John
      A. Williams, Jr., its President

                                            	 
	 
      	 
      	 
      	 
      	 	      
                                              and
      Chief Operating Officer

                                            	 
	 
      	 
      	 
	 
      	
                                              [SEAL]

                                            	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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