THIRD AMENDMENT TO CONTRACT
OF PURCHASE AND SALE

    


    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”).

    


    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, and as further amended by that
certain Second Amendment to Contract of Purchase and Sale dated as of December
28, 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 “February 17, 2011” are
      hereby deleted in their entirety, and the words and numbers “March 31,
      2011” 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
      Third 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 Third
Amendment.

            


    

     

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    IN WITNESS WHEREOF, the
parties have hereto signed, sealed, and delivered this Third 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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