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 Summit Partners, LLC, a
Georgia limited liability company ("Oxford"), and
Williams Realty Fund I, LLC, a Georgia limited liability company ("Fund I", 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 Summit Partners, LLC, a
Georgia limited liability company ("Summit"), the owner
of that certain property located at 3920 Ivy Summit Court, Cumming, Forsyth
County, Georgia, consisting of a 345 unit apartment complex and related
facilities more commonly known as the Oxford Summit 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 Summit, 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.

    


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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 - Summit