Exhibit 10.5


 


SECOND AMENDMENT TO PURCHASE AND SALE
AGREEMENT


 


THIS SECOND AMENDMENT
TO PURCHASE AND SALE AGREEMENT (this “Second Amendment”) is made and entered into as of the 19th day of October,
2015, by and between TNP SRT SUMMIT POINT, LLC, a Delaware limited liability company (“Seller”), and
NEW MARKET-SUMMIT POINT, LLC, a Delaware limited liability company (“Buyer”).


 


RECITALS 


 


WHEREAS, Seller
and New Market Properties, LLC, a Maryland limited liability company (“New Market Properties”), entered
into that certain Purchase and Sale Agreement dated as of September 25, 2015, as amended by that certain First Amendment to Purchase
and Sale Agreement dated as of October 7, 2015 (collectively, the “Agreement”), with respect to the Summit Point
Shopping Center located in Fayetteville, Fayette County, Georgia, and being more particularly described in the Agreement;


 


WHEREAS, New
Market Properties assigned its interest in the Agreement to Buyer pursuant to that certain Assignment and Assumption of Purchase
and Sale Agreement made and entered into on October 15, 2015, and


 


WHEREAS, Seller
and Buyer now desire to amend and modify the Agreement 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, Seller and Buyer hereby agree as follows:


 


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



 


		2.	The following language is hereby added as Section 15(z) to the Agreement:



 


“(z)         As
part of this Agreement, Buyer is acquiring Seller’s leasehold interest under that certain Lease Agreement dated June 6, 2003,
by and between Oddo 85 Property II, LLC, a Georgia limited liability company (“Oddo 85”), and Seller (as successor-in-interest
to CP Summit Retail, LLC, a Georgia limited liability company, by unrecorded assignment), as evidenced by that certain Memorandum
of Ground Lease by and between Oddo 85 and Seller, dated as of June 6, 2003, filed August 7, 2003 and recorded in Deed Book 2287,
Page 176, records of the Superior Court of Fayette County, Georgia, and as amended by that certain First Amendment to Lease Agreement
dated as of July 21, 2003 (collectively, the “Ground Lease”). Buyer has requested that Seller obtain an estoppel
certificate from Oddo 85 in connection with the Ground Lease, the form of which estoppel is attached hereto as Exhibit A
(the “Oddo 85 Estoppel Certificate”). It shall be a Buyer Closing Condition that the Oddo 85 Estoppel Certificate
is delivered to Buyer on or before the Closing, and that, when delivered, it allege no material defaults, offsets, or claims against
Seller. Notwithstanding the foregoing, in the event the Oddo 85 Estoppel Certificate is not delivered to Buyer on or before October
27, 2015, the Closing Date shall be automatically extended to the later of: (i) the first Business Day on which all other Buyer
Closing Conditions (excluding the Buyer Closing Condition set forth in this Section 15(z)) are satisfied, or (ii) the third (3rd)
Business Day following the date on which the Buyer Closing Condition set forth in this Section 15(z) is satisfied; provided, however,
that in no event shall the Closing Date be extended beyond November 13, 2015. In no event shall the failure of the delivery of
the Oddo 85 Estoppel Certificate be deemed a default or breach by Seller of its obligations under this Agreement.”


  




    	Second Amendment to Purchase and Sale Agreement
 Page 1 of 4



     


    

  


		3.	Except as expressly amended herein, all terms and conditions
of the Agreement 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.



 


[SIGNATURE PAGES FOLLOW]


 




    	Second Amendment to Purchase and Sale Agreement
 Page 2 of 4



     


    

  


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


 


	 	SELLER:
	 	 
	 	TNP SRT SUMMIT POINT, LLC,
	 	a Delaware limited liability company
	 	 
	 	By: 	/s/ Andrew Batinovich
	 	Name:	 
	 	Title:	 


 


[SIGNATURES CONTINUE ON FOLLOWING PAGE]


  




    	Second Amendment to Purchase and Sale Agreement
 Page 3 of 4



     


    

 


	 	BUYER:
	 	 
	 	 
	 	NEW MARKET-SUMMIT POINT, LLC, a Delaware limited
	 	liability company
	 	 
	 	By:  	Sunbelt Retail, LLC, a Delaware limited liability
	 	 	Company, its Manager


 


	 	 	 
	 	By:  	New Market Properties, LLC, a Maryland
	 	 	limited liability company, its sole Member


 


	 	By:  	Preferred Apartment Communities
	 	 	Operating Partnership, L.P., a Delaware
	 	 	limited partnership, its sole Member


 


	 	By:  	Preferred Apartment Advisors, LLC,
	 	 	a Delaware limited liability company,
	 	 	its authorized agent


 


	 	By: 	/s/ Jeffrey R. Sprain
	 	 	Jeffrey R. Sprain, Senior Vice
	 	 	President, General Counsel and
	 	 	Secretary


  




    	Second Amendment to Purchase and Sale Agreement
 Page 4 of 4



     


    

 


EXHIBIT A


 


LESSOR ESTOPPEL CERTIFICATE


 


	To:	New Market-Summit Point, LLC (“Buyer”)
	 	State Farm Life Insurance Company (“Lender”)
	 	Chicago Title Insurance Company (“Title Company”)
	 	TNP SRT Summit Point, LLC (“Tenant”)


 


Dated:October ___, 2015


 


		Re:	Lease Agreement dated June 6, 2003, by and between Oddo 85 Property II, LLC, a Georgia limited
liability company (“Landlord”), and Tenant, successor-in-interest to CP Summit Retail, LLC, a Georgia limited
liability company, by unrecorded assignment, as evidenced by that certain Memorandum of Ground Lease by and between Landlord and
Tenant, dated as of June 6, 2003, filed August 7, 2003 and recorded in Deed Book 2287, Page 176, records of the Superior Court
of Fayette County, Georgia, and as amended by that certain First Amendment to Lease Agreement dated as of July 21, 2003 (collectively,
the “Lease”)



 


Ladies and Gentlemen:


 


Buyer has entered into an agreement to
acquire Tenant’s leasehold interest in the Premises under the Lease, the Lender will be making a loan (the “Loan”)
to Buyer in connection with Buyer’s acquisition of Tenant’s leasehold interest in the “Premises” (as defined
in the Lease) (the “Premises”), and the Title Company will be insuring the title to the Lease. For reference,
a copy of the Lease is attached hereto as Exhibit A and incorporated herein. The undersigned, as Landlord under the
Lease, acknowledges the right of Buyer, Lender, Title Company and Tenant to rely upon the statements and representations of the
undersigned contained in this certificate, and further acknowledges that Buyer will be acquiring Tenant’s leasehold interest
in the Premises under the Lease, Title Company will be insuring the title to the Lease, and Lender will be making the Loan in material
reliance on this certificate. Given the foregoing, Landlord hereby certifies to Buyer, Lender, Title Company and Tenant (and their
respective successors and assigns) with respect to the Lease, as follows:


 


		1.	Landlord is the owner of the fee simple estate in the Premises and is the Landlord under the Lease.



 


		2.	To the best of Landlord’s knowledge, Tenant is the owner of the leasehold estate in the Premises
and is the tenant under the Lease.



  




    	Second Amendment to Purchase and Sale Agreement
Exhibit A – Lessor Estoppel Certificate
Page 1 of 2



     


    

  


		3.	The Lease in full force and effect in accordance with its terms, and has not been further assigned,
supplemented, modified or otherwise amended, except as set forth above.



 


		4.	To the best of Landlord’s knowledge, Tenant is not in default of its obligations under the
Lease, nor is there any existing condition that could give rise to such a default after notice and/or failure to cure.



 


		5.	To the best of Landlord’s knowledge, Tenant has no offsets, counterclaims, defenses, deductions
or credits whatsoever with respect to the Lease.



 


		6.	As of the date hereof, no unpaid basic rent or unpaid additional rent is due from Tenant under
the Lease, the basic rent currently payable by Tenant under the Lease is $13,800 per annum, and basic rent due under the
Lease has been paid through December 31, 2015.



 


		7.	The term of the Lease shall expire on December 31, 2064, subject to termination prior to scheduled
expiration as provided in the Lease, and there are no renewal periods.



 


		8.	There are currently no mortgages, deeds of trust or other security interests encumbering Landlord’s
fee interest in the Premises.



 





	 	Very truly yours,
	 	 
	 	LANDLORD:
	 	 
	 	ODDO 85 PROPERTY II, LLC, a Georgia limited liability company
	 	 
	 	By:
	 	Name:	 
	 	Its:	




  




    	Second Amendment to Purchase and Sale Agreement
Exhibit A – Lessor Estoppel Certificate
Page 2 of 2



     


    

 


EXHIBIT A


 


Copy of Lease


 


[attached]


  




    	Second Amendment to Purchase and Sale Agreement
Exhibit A – Lessor Estoppel Certificate
Exhibit A – Copy of Lease