ASSIGNMENT
AND ASSUMPTION OF

      PURCHASE
AND SALE AGREEMENT

       

      THIS ASSIGNMENT AND ASSUMPTION OF
PURCHASE AND SALE AGREEMENT (this "Assignment") is made
and entered into this 19th day of
October, 2010 by and between PREFERRED APARTMENT COMMUNITIES, INC., a Maryland
corporation, as Assignor ("Assignor"), and
PREFERRED APARTMENT COMMUNITIES OPERATING PARTNERSHIP, L.P.,  a
Delaware limited partnership, as Assignee ("Assignee").

      


      WHEREAS, Oxford Rise Partners, LLC, a
Georgia limited liability company ("Oxford") and Williams
Opportunity, LLC, a Georgia limited liability company ("WOF", and
collectively with Oxford, "Seller"), as sellers,
and Assignor, as buyer, entered into that certain Contract of Purchase and Sale
Agreement dated September 29, 2010 (as at any time amended, the "Contract") related to
the purchase of all of the membership interest of Oxford Rise JV, LLC, a
Delaware limited liability company ("Rise"), the owner of
that certain property located at 900 Selwyn Place, West Vincent Township,
Chester County, Pennsylvania, consisting of a 216 unit apartment complex and
related facilities more commonly known as the Oxford Rise Apartments;
and

      


      WHEREAS, Assignor wishes to assign to
Assignee its rights pursuant to the Contract relating to the purchase of those
certain membership interests of Rise, as more particularly described in the
Contract.

      


      NOW, THEREFORE, in consideration of the
premises, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor hereby assigns to
Assignee all of Assignor’s right, title and interest in and to the Contract in
order to expressly confer upon Assignee all of the benefits of a successor,
assign and nominee of Assignor under the Contract.

      


      By executing this Agreement, Assignee
hereby accepts the assignment of the Contract and all obligations of Assignor
thereunder, as aforesaid.

      


      This Assignment shall be governed by,
and constructed in accordance with, the internal laws of the State of
Delaware.  This Assignment may be executed in multiple counterparts,
including counterparts delivered by facsimile or electronic PDF transmission,
and each of which shall be deemed an original and all of which shall constitute
one and the same instrument.

      


      [SIGNATURE
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      IN WITNESS WHEREOF, Assignor and
Assignee have caused this Assignment to be executed as of the date and year
first set forth herein.

      


      
        
          
            	
                    ASSIGNOR:

                  
	 
      
	
                    PREFERRED
      APARTMENT

                    COMMUNITIES,
      INC.

                  
	 
      
	
                    By:  

                  	
                    /s/ John A. Williams

                  
	 
      	
                     John
      A. Williams

                  
	 
      	
                     Chief
      Executive Officer

                  
	 
      	 
      
	
                    ASSIGNEE:

                  
	 
      
	
                    PREFERRED
      APARTMENT

                  
	
                    COMMUNITIES
      OPERATING

                  
	
                    PARTNERSHIP,
      L.P.

                  
	 
      
	
                    By:

                  	
                    PREFERRED
      APARTMENT

                  
	 
      	
                    COMMUNITIES,
      INC.

                  
	 
      	
                     its
      General Partner

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ John A. Williams

                  
	 
      	
                     John
      A. Williams

                  
	 
      	
                     Chief
      Executive Officer

                  


          

        

      

      


      
        Assignment
and Assumption of Purchase Contract - Rise