Unassociated Document


    THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY
APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE SHARES ISSUABLE UPON
EXERCISE OF THIS WARRANT ARE SUBJECT TO RESTRICTIONS ON RESALE AND MAY NOT BE
RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.

    


    
      
        	
                No.
      of Shares:  150,000

              	
                Warrant
      No. ________

              


      

    

    


    Warrant
to Purchase Class A Common Stock

    


    of

    


    Preferred
Apartment Communities, Inc.

    


    WARRANT

    


    Dated:
[              ],
2010

    


    This
certifies that INTERNATIONAL ASSETS ADVISORY, LLC (“IAA”) or any of its permitted
transferees (IAA or any such permitted transferee is sometimes herein called the
“Holder”) is entitled to
purchase from Preferred Apartment Communities, Inc., a Maryland corporation (the
“Company”), up to
150,000 shares of Class A Common Stock (the “Shares”), par value $0.01 per
share, of the Company (the “
Class A Common Stock ”), at a purchase price of
$[       ] per Share, which purchase price is
equal to 125% of the gross per Share offering price to the public of the Class A
Common Stock in the Company’s initial public offering of Class A Common Stock
pursuant to the Company’s Registration Statement on Form S-11 (333-168407) filed
with the Securities and Exchange Commission on July 30, 2010, as amended from
time to time, subject to adjustment as described below (as so adjusted from time
to time, the “Exercise Price”) during
the four-year period as more fully set forth in Section
1.

     

    1.             Exercise. The
purchase rights represented by this Warrant shall be exercisable at the Exercise
Price, and during the period as follows:

     

    (a)                 During
the period beginning from the date hereof (the “Issue Date”) to and through
[              ],
2011 [NO LESS THAN 180 DAYS
AFTER THE CLOSING OF THE IPO], inclusive, the Holder shall have no right
to purchase any Shares hereunder.

    


    (b)  At
any time and from time to time between
[              ],
2011 and
[              ], 2015
[FOUR YEARS AFTER THE CLOSING
OF THE IPO] (the latter date is also referred to herein as the
“Expiration Date”),
inclusive, the Holder shall have the right to purchase all or any portion of the
Shares at the Exercise Price.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (c)  After
the Expiration Date, the Holder shall have no right to purchase all or any
portion of the Shares hereunder.

    


    2.             Payment
for Shares; Issuance of Certificates; Net Exercise. 

     

    (a)  The
purchase rights represented by this Warrant may be exercised at any time within
the period specified in Section 1(b), in
whole or in part, by:  (i) the surrender of this Warrant for
cancellation (with the purchase form at the end hereof properly completed and
executed) at the principal executive office of the Company as set forth in Section 13 (or such
other office or agency of the Company as it may designate by notice to the
Holder pursuant to Section 13); and (ii)
payment to the Company of the aggregate Exercise Price then in effect for the
number of Shares specified in the above-mentioned purchase form, together with
applicable stock transfer taxes, if any.  This Warrant shall be deemed
to have been exercised, in whole or in part to the extent specified, immediately
prior to the close of business on the date this Warrant is surrendered and
payment is made in accordance with the foregoing provisions of this Section 2(a), and the
person or persons in whose name or names the certificates for the Shares
purchased shall be issuable upon such exercise shall become the holder or
holders of record of such Shares at that time and date.

    


    (b)  If
on the date of any exercise of this Warrant the Shares issuable upon such
exercise are not freely resalable without restriction under the Act, the Holder
may satisfy its obligation to pay the Exercise Price through a “cashless
exercise”, in which event the Company shall issue to the Holder the number of
Warrant Shares determined as follows:

    


    
      
        
          
            
              
                	 
      	
                        X =
      Y [(A-B)/A]

                      
	
                        where:

                      	 
      
	 
      	
                        X =
      the number of Shares to be issued to the Holder

                      
	 
      	 
      
	 
      	
                        Y =
      the number of Shares with respect to which this Warrant is being
      exercised

                      
	 
      	 
      
	 
      	
                        A =
      the Fair Market Value of one share of Class A Common
  Stock

                      
	 
      	 
      
	 
      	
                        B =
      the Exercise
Price

                      


              

            

          

        

      

    

    


    For the
purpose of any computation under this Section 2(b), the “Fair Market Value” per share
of Class A Common Stock at any date shall be deemed to be the average Closing
Price (as defined below) of the Class A Common Stock for the five Trading Days
(as defined below)  immediately preceding the date as of which the
Fair Market Value is being determined; provided however, that if the shares of
Class A Common Stock are not then listed or quoted on any market or exchange,
then the Fair Market Value shall be the average of the closing bid prices for
the Class A Common Stock on the OTC Bulletin Board, or, if such is not
available, the Pink Sheets LLC, or otherwise the average of the closing bid
prices for the Class A Common Stock quoted by two market-makers of the Class A
Common Stock, or otherwise the Fair Market Value shall be determined in good
faith by the Company.  “Trading Day” shall mean any
day on which the principal United States securities exchange or trading market
on which the shares of Class A Common Stock are listed, quoted or traded (the
“Principal Market”) as
reported by Bloomberg Financial Markets is open for trading.  “Closing Price” for any Trading
Day shall mean the last sale price for the Common Stock on the Principal Market
on such Trading Day.


    
      
         


      

      
        - 2
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    (c)  The
certificates for the Shares purchased pursuant to an exercise of this Warrant
pursuant to Sections
2(a) or
2(b) shall
be delivered to the Holder within a reasonable time, not exceeding ten business
days, after the purchase rights represented by this Warrant shall have been so
exercised.

    


    (d)  If
this Warrant is exercised in part pursuant to Sections 2(a) or
2(b), the
Company shall issue, in the name of the Holder, a new Warrant of like tenor
(including all substantive provisions hereof) and representing in the aggregate
rights to purchase the number of Shares as remain purchasable hereunder at such
time after giving effect to such partial exercise.

     

    3.             Transfer. 

    


    (a)  This
Warrant shall not be sold, assigned, pledged, hypothecated, encumbered or
otherwise transferred or disposed of, or be the subject of any hedging, short
sale, derivative, put or call transaction that would result in the effective
economic disposition of this Warrant or the Shares purchasable hereunder (each,
a “Transfer”), except
that a Transfer of this Warrant may be effected to successors by
operation of law of the Holder or with the prior consent of the
Company.

    


    (b)  Any
Transfer of this Warrant that is permitted by Section 3(a) shall be
effected by the Holder by (i) executing the transfer form at the end hereof, and
(ii) surrendering this Warrant for cancellation at the office or agency of the
Company referred to in Section 2,
accompanied by (A) a certificate (signed by an officer of the Holder or such
other authorized representative reasonably satisfactory to the Company, if the
Holder is an entity) stating that such Transfer is permitted under
Section 3(a),
and (B) an opinion of counsel, reasonably satisfactory in form and substance to
the Company, to the effect that the Shares or this Warrant, as the case may be,
may be sold or otherwise transferred without registration under the Securities
Act of 1933, as amended (the “Act”).

     

    (c)  Upon
any Transfer of this Warrant or any part thereof in accordance with the
foregoing provisions of this Section 3, the
Company shall issue, in the name or names specified by the Holder (including the
Holder), a new Warrant or Warrants of like tenor (including all substantive
provisions hereof) and representing in the aggregate rights to purchase the same
number of Shares as are purchasable hereunder at such time.

     

    (d)  This
Warrant may not be exercised and neither this Warrant nor any of the Shares, nor
any interest in either, may be the subject of a Transfer, in whole or in part,
except in compliance with applicable United States federal and state securities
laws and the terms and conditions hereof.  Each Warrant issued upon a
Transfer or in replacement hereof shall bear a legend in substantially the same
form as the legend set forth on the first page of this Warrant.  Each
certificate for Shares issued upon exercise of this Warrant, unless at the time
of exercise such Shares are acquired pursuant to a registration statement that
has been declared effective under the Act and applicable blue sky laws, shall
bear a legend substantially in the following form:


    
      
         


      

      
        - 3
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    “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”).  SUCH
SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN
EXEMPTION THEREFROM. PREFERRED APARTMENT COMMUNITIES, INC. MAY REQUIRE AN
OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT THAT A PROPOSED TRANSFER OR SALE
IS IN COMPLIANCE WITH THE ACT.”

     

    Any
certificate for any Shares issued at any time in exchange or substitution for
any certificate for any Shares bearing such legend also shall bear such legend
unless, in the opinion of counsel for the Company, the Shares represented
thereby need no longer be subject to the restriction contained
herein.  The provisions of this Section 3(d) shall be
binding upon all subsequent holders of certificates for Shares bearing the above
legend and all subsequent holders of this Warrant, if any.

    


    (e)  Any
attempted Transfer of this Warrant or any part thereof in violation of this
Section 3
shall be null and void ab
initio.

     

    4.             Shares to
be Fully Paid; Reservation of Shares. The Company covenants and agrees
that all Shares which may be purchased hereunder will, upon issuance and
delivery against payment therefor of the requisite purchase price, be duly and
validly issued, fully paid and nonassessable.  The Company further
covenants and agrees that, during the period within which this Warrant may be
exercised, the Company will at all times have authorized and reserved a
sufficient amount of Class A Common Stock to provide for the exercise of this
Warrant.

     

    5.             No Voting
or Dividend Rights. This Warrant shall not entitle the Holder to any
voting rights or any other rights, including without limitation notice of
meetings of other actions or receipt of dividends or other distributions, as a
stockholder of the Company.

     

    6.             Adjustment
of Exercise Price. The Exercise Price in effect at the time and the
number and kind of securities purchasable upon the exercise of this Warrant
shall be subject to adjustment from time to time upon the happening of certain
events as follows:


    
      
         


      

      
        - 4
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    (a)  In
case the Company shall, while this Warrant remains outstanding and unexpired,
(i) declare a dividend or make a distribution on its outstanding Class A Common
Stock in Class A Common Stock, (ii) subdivide or reclassify its outstanding
Class A Common Stock into a greater number of shares, (iii) combine or
reclassify its outstanding Class A Common Stock into a smaller number of shares,
or (iv) enter into any transaction whereby the outstanding shares of Class A
Common Stock are at any time changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another entity through
reorganization, merger, consolidation, liquidation or recapitalization, then an
appropriate adjustment in the number of Shares (or other securities for which
such Shares have previously been exchanged or converted) purchasable under this
Warrant shall be made and the Exercise Price in effect at the time of the record
date for such dividend or distribution or of the effective date of such
subdivision, combination, reclassification, reorganization, merger,
consolidation, liquidation or recapitalization shall be proportionately adjusted
so that the Holder of this Warrant exercised after such date shall be entitled
to receive the aggregate number and kind of shares or other securities which, if
this Warrant had been exercised by such Holder immediately prior to such date,
the Holder would have been entitled to receive upon such dividend, distribution,
subdivision, combination, reclassification, reorganization, merger,
consolidation, liquidation or recapitalization.  For example, if the
Company declares a two-for-one stock subdivision (split) and the Exercise Price
hereof immediately prior to such event was $10.00 per Share and the number of
Shares issuable upon exercise of this Warrant was 150,000, the adjusted Exercise
Price immediately after such event would be $5.00 per Share and the adjusted
number of Shares issuable upon exercise of this Warrant would be
300,000.  Any such adjustment shall be made successively whenever any
event listed above shall occur.

    


    (b)  Whenever
any adjustment shall be made pursuant to Section 6(a), the
Company shall promptly make a certificate signed by its Chairman, Chief
Executive Officer, President, Vice President, Chief Financial Officer or
Treasurer, setting forth in reasonable detail the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated and the adjusted Exercise Price and the adjusted number of shares
of Class A Common Stock issuable upon exercise of this Warrant after giving
effect to such adjustment, and shall promptly cause copies of such certificates
to be sent to the Holder, and shall cause a certified copy thereof to be mailed
to the Company's transfer agent, if any.  The Company may retain a
firm of independent certified public accountants selected by the Board of
Directors (who may be the regular accountants employed by the Company) to make
any computation required by this Section 6, and a
certificate signed by such firm shall be conclusive evidence of the correctness
of such adjustment.

     

    (c)  If
at any time, as a result of an adjustment made pursuant to the provisions of
this Section 6,
the Holder thereafter shall become entitled to receive upon exercise of this
Warrant any shares of the Company other than Class A Common Stock, thereafter
the number of such other shares so receivable upon exercise of this Warrant
shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Class A
Common Stock contained in Section 6(a).

     

    7.             Governing
Law; Jurisdiction. 

    


    (a) This Agreement shall be governed by and
construed in accordance with the internal laws of the State of
Delaware.


    
      
         


      

      
        - 5
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    (b)  Each
of the parties hereby agrees that any claim, dispute or controversy (of any and
every kind or type, whether based on contract, tort, statute, regulation or
otherwise, and whether based on state, federal, foreign or any other law),
arising out of, relating to or in connection with this Warrant or any of the
transactions contemplated thereby, and including disputes relating to the
existence, validity, breach or termination of this Warrant (any such claim being
a “Covered
Claim”), shall be heard and determined exclusively in the Court of
Chancery of the State of Delaware and the appropriate appellate courts therefrom
(the “Chancery
Court”), and in no other court; provided, however, that if the Chancery
Court lacks subject matter jurisdiction over a Covered Claim, such claim shall
be heard and determined exclusively in another state or federal court sitting in
the State of Delaware and the appropriate appellate courts therefrom (an “Other Delaware
Court”).  Each of the parties expressly agrees and acknowledges
that the Delaware Chancery Court (or, if the Delaware Chancery Court lacks
subject matter jurisdiction, an Other Delaware Court) is an appropriate and
convenient forum for resolution of any and all Covered Claims, that it will not
suffer any undue hardship or inconvenience if required to litigate in such
court, and that such court is fully competent and legally capable of
adjudicating any Covered Claim.  Each of the parties hereby
irrevocably submits, generally and unconditionally, to the exclusive personal
jurisdiction of the Chancery Court and the Other Delaware Courts in respect of
Covered Claims. The parties hereby consent to and grant any such court
jurisdiction over the person of such parties and, to the extent permitted by
applicable law, over the subject matter of such dispute and agree that mailing
of process or other papers in connection with any such action or proceeding in
the manner provided in Section 13 or in such
other manner as may be permitted by applicable law shall be valid and sufficient
service thereof.

    


    (c)  The
parties each hereby waive all right to trial by jury in any legal proceeding
(whether based upon contract, tort or otherwise) in any way arising out of or
relating to this Warrant.

     

    8.             Binding
Effect on Successors. In case of any consolidation of the Company
with, or merger of the Company into, any other entity, or in case of any sale or
conveyance of all or substantially all the assets of the Company other than in
connection with a plan of complete liquidation of the Company at any time prior
to the Expiration Date, then the Company shall give written notice of
consolidation, merger, sale or conveyance to the Holder and, from and after the
effective time of such consolidation, merger, sale or conveyance, this Warrant
shall represent, upon exercise, only the right to receive the consideration that
would have been issuable in respect of the Shares purchasable under this Warrant
in such consolidation, merger, sale or conveyance had this Warrant been
exercised in full immediately prior to such effective time, and the Holder shall
have no further rights under this Warrant other than the right to receive such
consideration.

     

    9.           Fractional
Shares. No fractional shares shall be issued upon exercise of this
Warrant. The Company shall, in lieu of issuing any fractional share, pay the
holder entitled to such fraction a sum in cash equal to such fraction multiplied
by the then effective Exercise Price.

     

    10.           Lost
Warrant. The Company represents and warrants to the Holder hereof
that upon receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction, or mutilation of this Warrant and, in the case of any
such loss, theft or destruction, upon receipt of an affidavit of loss and
indemnity reasonably satisfactory to the Company, or in the case of any such
mutilation upon surrender and cancellation of this Warrant, the Company, at its
expense, will make and deliver a new Warrant, of like tenor, in lieu of the
lost, stolen, destroyed or mutilated Warrant.

    


    11.           Headings. The
headings of the several sections of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant.


    
      
         


      

      
        - 6
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    12.           Modification
and Waiver. This Warrant and any provision hereof may be amended,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the same is sought.

     

    13.           Notices.  Any
notice or other communication required or contemplated by this Warrant shall be
deemed to have been duly given if transmitted by registered or certified mail,
return receipt requested, or nationally recognized overnight delivery
service, to the Company
at its principal executive office located at One Overton Park, 3625 Cumberland
Boulevard, Suite 400, Atlanta, Georgia 30339, Attention:  Leonard A.
Silverstein, or to the Holder at the name and address set forth in the Warrant
Register maintained by the Company.


    
      
         


      

      
        - 7
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    IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer as of the date first written above.

    


    
      
        	
                PREFERRED
      APARTMENT

                COMMUNITIES,
      INC.

              
	 
      	 
      
	
                By:

              	
                   

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

    


    
      
        	
                Acknowledged
      and Agreed to

                as
      of the date first written above:

              
	 
      	 
      
	
                INTERNATIONAL
      ASSETS ADVISORY, LLC

              
	 
      	 
      
	
                By:

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    PURCHASE
FORM

     

    (To be
signed only upon exercise of the foregoing Warrant)

     

    The
undersigned, the holder of the foregoing Warrant, hereby irrevocably elects to
exercise the purchase rights represented by such Warrant for, and to purchase
thereunder, _____________ shares(the “Purchased Shares”) of Class A Common
Stock, par value $0.01 per share, of Preferred Apartment Communities, Inc., for
an Exercise Price (as defined in the foregoing Warrant) and which Exercise Price
currently is $____ per Share, and either:

    
        

    

    o  tenders herewith
payment of the aggregate Exercise Price in respect of the Purchased Shares in
full, in the amount of $_________; or

     

    o  elects pursuant
to Section
2(b) of such Warrant to
convert such Warrant into Common Stock on a cashless exercise basis;
and

     

    o requests that the
certificates for the Purchased Shares issued in the name(s) of, and delivered to
_________________, whose address(es) is (are):

    


    Dated:
_________________

    


    
      
        
          
            
              
                
                  	 	
                          By:

                        	 
      
	 	 
      	 
      
	 	 
      	 
      
	 	 
      	 
      
	 	 
      	 
      
	 	 
      	 
      
	 	 
      	
                          Address

                        
	 	 
      	 
      
	 	 
      	
                          Social Security or
      other identifying Number:

                        
	 	 
      	 
      
	 	 
      	
                            

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    TRANSFER
FORM

     

    (To be
signed only upon transfer of Warrant)

     

    For value
received, the undersigned hereby sells, assigns, and transfers unto
______________________________ the right to purchase Shares as defined in, and
represented by, the foregoing Warrant to the extent of __________ Shares, and
appoints _________________________ attorney to transfer such rights on the books
of Preferred Apartment Communities, Inc., with full power of substitution in the
premises.

    


    Dated:
__________________________

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	
                                        By:

                                      	 
      	 
	 	 
      	 
      	 
	 	 
      	 
      	 
	 	 
      	
                                          

                                      	 
	 	 
      	 
      	 
	 	 
      	
                                          

                                      	 
	 	 
      	
                                        Address

                                      	 
	 	 
      	 
      	 
	In
      the presence of: