NOTE


 


	$6,103,027.00	May 7, 2012


 


FOR VALUE RECEIVED,
the undersigned, OXFORD SUMMIT APARTMENTS II LLC, a Georgia limited liability company, hereby promises to pay to the order of SUMMIT
CROSSING MEZZANINE LENDING, LLC, a Georgia limited liability company (“Lender”), in accordance with the terms of that
certain Mezzanine Loan Agreement dated as of May 7, 2012, as from time to time in effect, among the undersigned and Lender (the
“Loan Agreement”) to the extent not sooner paid, on or before the Maturity Date, the principal sum of SIX MILLION ONE
HUNDRED THREE THOUSAND TWENTY-SEVEN AND NO/100 DOLLARS ($6,103,027.00), or such amount as may be advanced by the payee hereof under
the Loan Agreement, together with such additional principal from time to time outstanding under the Loan Agreement, with daily
interest from the date hereof, computed as provided in the Loan Agreement, on the principal amount hereof from time to time unpaid,
at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable
to such portion in accordance with the Loan Agreement, and with interest on overdue principal and, to the extent permitted by applicable
law, on overdue installments of interest and late charges at the rates provided in the Loan Agreement. Interest shall be payable
on the dates specified in the Loan Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity
hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings
set forth in the Loan Agreement.


 


Payments hereunder
shall be made to Lender, c/o Preferred Apartment Communities, Inc., One Overton Park, 3625 Cumberland Blvd., Suite 400, Atlanta,
Georgia 30339, Attn: Leonard A. Silverstein, Esq., as provided in the Loan Agreement.


 


This Note is one of
one or more Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Loan Agreement.
The principal of this Note may be due and payable in whole or in part prior to the Maturity Date and is subject to mandatory prepayment
in the amounts and under the circumstances set forth in the Loan Agreement, and may be prepaid in whole or from time to time in
part, all as set forth in the Loan Agreement.


 


Notwithstanding anything
in this Note to the contrary, all agreements between the undersigned Borrower and the Lender, whether now existing or hereafter
arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity
of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lender exceeds the maximum
amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lender
in excess of the maximum lawful amount, the interest payable to the Lender shall be reduced to the maximum amount permitted under
applicable law; and if from any circumstance the Lender shall ever receive anything of value deemed interest by applicable law
in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal
balance of the Obligations of the undersigned Borrower and to the payment of interest or, if such excessive interest exceeds the
unpaid balance of principal of the Obligations of the undersigned Borrower, such excess shall be refunded to the undersigned Borrower.
All interest paid or agreed to be paid to the Lender shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Borrower
(including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the
maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Borrower and the
Lender.


 



    	 



    	 



    

 


In case an Event of
Default shall occur, the entire principal amount of this Note plus all accrued and unpaid interest may become or be declared due
and payable in the manner and with the effect provided in said Loan Agreement.


 


This Note shall be
governed by and construed in accordance with the internal laws of the State of Georgia (without giving effect to the conflict of
laws rules of any jurisdiction).


 


The undersigned maker
and all guarantors and endorsers, hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness
evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with
the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Loan Agreement,
and assent to extensions of time of payment or forbearance or other indulgence without notice.


 


IN WITNESS WHEREOF
the undersigned has duly executed this Note under seal as of the day and year first above written.


 


	 	OXFORD SUMMIT APARTMENTS II LLC, a

Georgia limited liability company
	 	 	 
	 	By:	Oxford Summit Development II LLC, a Georgia limited liability company, its sole Member and Manager
	 	 	 
	 	 	By:	/s/ W. Daniel Faulk, Jr.	[Seal]
	 	 	Name: W. Daniel Faulk, Jr.
	 	 	Its: Manager