FIRST AMENDMENT TO


THIRD AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF


PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P.


 


This FIRST AMENDMENT TO THIRD AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”) OF PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP,
L.P. (the “Partnership”) dated as of March 14, 2012, 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.


 


WHEREAS, the parties hereto entered into
that certain Third Amended and Restated Agreement of Limited Partnership of the Partnership dated as of November 18, 2011 (the
“Agreement”); and


 


WHEREAS, pursuant to Section 14.1 of the
Agreement, the parties hereto desire to amend the Agreement;


 


NOW, THEREFORE, in consideration of the
premises made hereunder, and for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged,
the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.       Section
17.1 of the Agreement is hereby amended and restated in its entirety as follows:


 


“17.1 Designation
and Number.


 


A series of Partnership Units in the Partnership,
designated as the “Class B Units” hereby is established. The number of Class B Units shall be 1,000,000. Except as
set forth in Article 5 and this Article 17, Class B Units shall have the same rights, privileges and preferences
as the Class A Units. The General Partner is authorized to issue Class B Units to employees and other natural persons providing
services to the Partnership or the General Partner, on such terms and conditions as the General Partner deems advisable, including,
for example, conditions of vesting, forfeiture and transfer restrictions. Class B Units issued to eligible persons may be issued
pursuant to an equity compensation plan established by the Partnership or pursuant to stand-alone, written agreements, as determined
by the General Partner. Any award agreement issued in connection with Class B Units granted pursuant to an equity compensation
plan or any stand-alone written agreement providing for the grant of Class B Units to a service provider shall constitute part
of the “partnership agreement” of the Partnership as the term “partnership agreement” is defined in Section
761(c) of the Code and Treas. Regs. Sec. 1.704-1(b)(2)(ii)(h). The General Partner shall have complete discretion with respect
to the selection of persons to receive grants of one or more Class B Units, and the terms and conditions of such grants.”


 


2.                 
Except as otherwise specifically set forth herein, all other terms and conditions of the Agreement shall remain in full
force and effect.


 


[Signature page follows.]






    	 



    	 	



    



 


IN WITNESS WHEREOF,
the undersigned, intending to be legally bound hereby, have duly executed this Amendment as of the date first set forth above.


 


		
General Partner:
	 	 
	 	PREFERRED APARTMENT COMMUNITIES, INC.
	 	 
	 	By:	/s/ John A. Williams
	 	 	John A. Williams
	 	 	President and Chief Executive Officer
	 	 	 
	 	Initial Limited Partner:
	 	 
	 	PREFERRED APARTMENT ADVISORS, LLC
	 	 
	 	By:	NELL Partners, Inc., its Member
	 	 	 
	 	By:	/s/ John A. Williams
	 	 	John A. Williams
	 	 	President and Chief Executive Officer
	 	 	 
	 	Special Limited Partner:
	 	 
	 	PREFERRED APARTMENT ADVISORS, LLC
	 	 
	 	By:	NELL Partners, Inc., its Member
	 	 	 
	 	By:	/s/ John A. Williams
	 	 	John A. Williams
	 	 	President and Chief Executive Officer