8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 6, 2013

Cousins Properties Incorporated

(Exact name of registrant as specified in its charter)

Georgia

(State or other jurisdiction of incorporation)

001-11312

(Commission File Number)

58-0869052

(IRS Employer Identification Number)

191 Peachtree Street NE, Suite 500, Atlanta, Georgia 30303-1740

(Address of principal executive offices)

Registrant’s telephone number, including area code: (404) 407-1000

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01.    Completion of Acquisition or Disposition of Assets.

Cousins Properties Incorporated (the “Registrant”) hereby amends its Current Report on Form 8-K dated February 6, 2013 and filed on February 8, 2013 to provide required financial statements relating to the acquisition by the Registrant of Post Oak Central and the remaining 80% membership interest in Terminus 200 as well as the disposition of 50% of the Registrant’s interests in Terminus 100 and Terminus 200, as described in the Form 8-K.

Item 9.01.     Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The following financial statements of Post Oak Central and Terminus 200 are filed herewith and incorporated herein by reference.

Exhibit 99.1 Post Oak Central

Independent Auditors’ Report

Statement of Revenues Over Certain Operating Expenses for the year ended December 31, 2012

Notes to Statement of Revenues Over Certain Operating Expenses for the year ended December 31, 2012

Exhibit 99.2 Terminus 200

Independent Auditors’ Report

Statement of Revenues Over Certain Operating Expenses for the year ended December 31, 2012

Notes to Statement of Revenues Over Certain Operating Expenses for the year ended December 31, 2012

(b) Pro Forma Financial Information

The following pro forma financial statements of the Registrant reflecting the acquisitions of Post Oak Central and the remaining 80% membership interest in Terminus 200 as well as the disposition of 50% of the Registrant’s interest in Terminus 100 and Terminus 200 are filed herewith and incorporated herein by reference.

Exhibit 99.3 Cousins Properties Incorporated

Unaudited Pro Forma Financial Statements

Summary of Unaudited Pro Forma Financial Statements

Pro Forma Balance Sheet as of December 31, 2012 (unaudited)

Pro Forma Statement of Comprehensive Income for the year ended December 31, 2012 (unaudited)

(c) Exhibits

2.1 Membership Interest Purchase Agreement between 3280 Peachtree III LLC and MSREF VII Global U.S. Holdings (FRC), L.L.C., dated December 7, 2012. (Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.)

2.2 First Amendment to Membership Interest Purchase Agreement between 3280 Peachtree III LLC and MSREF VII Global U.S. Holdings (FRC), L.L.C., dated January 30, 2013. (Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.)

2.3 Sale and Contribution Agreement between Cousins Properties Incorporated, 3280 Peachtree I LLC, 3280 Peachtree III LLC and Terminus Acquisition Company LLC, dated February 4, 2013. (Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.)

2.4 Purchase and Sale Agreement (Post Oak Central) between Crescent POC Investors, L.P. and Cousins POC I LLC, dated February 4, 2013. (Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.)

23.1 Consent of Frazier & Deeter, LLC.

23.2 Consent of Deloitte & Touche LLP.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 26, 2013

COUSINS PROPERTIES INCORPORATED

By: /s/ Pamela F. Roper

Pamela F. Roper

Senior Vice President, General Counsel and Corporate Secretary

EX-2.1

Exhibit 2.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This MEMBERSHIP INTEREST PURCHASE AGREEMENT is entered into as of December 7, 2012 (the “Agreement”), by and between MSREF VII Global U.S. Holdings (FRC), L.L.C., a Delaware limited liability company (the “Seller”), and 3280 Peachtree III LLC, a Georgia limited liability company (the “Buyer”).

WHEREAS, the Seller and the Buyer are parties to that certain Limited Liability Company Agreement of MSREF/Cousins Terminus 200 LLC (the “Company”), dated as of May 5, 2010, as amended by that certain First Amendment to Limited Liability Company Agreement of the Company, dated as of May 1, 2012 (as amended, the “LLC Agreement”); capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the LLC Agreement;

WHEREAS, the Seller owns 80% of the Interests of the Company, which represent all of the Interests not owned by the Buyer; and

WHEREAS, the parties desire that the Seller sell, assign, transfer, convey and deliver to the Buyer, and that the Buyer purchase, acquire and accept from the Seller, all of the right, title and interest of the Seller in and to all of the Interests owned by the Seller (the “Purchased Interests”), upon the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

1.1    Definitions. Except as otherwise expressly set forth herein, when used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1.1, or in the applicable Section of this Agreement to which reference is made in this Section 1.1.

“Action” shall have the meaning set forth in Section 3.5.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with the specified Person.

“Agreement” shall have the meaning set forth in the preamble.

“Anti-Corruption Laws” shall have the meaning set forth in Section 3.9.

“Buyer” shall have the meaning set forth in the preamble.

“Buyer Parties” shall have the meaning set forth in Section 5.5(a).

“Cash Reserve” means an amount equal to (a) the Net Operating Income of the Company, for any period, plus (b) the amount of cash available in deposit accounts owned by the Company (including any reserves held by a lender under Company Indebtedness other than the Firethorn TI Escrow Funds) as of the last day of such period.

“Claims” shall have the meaning set forth in Section 5.5(a).

“Closing” shall have the meaning set forth in Section 2.3.

“Closing Cash Reserve” shall have the meaning set forth in Section 2.4(b).

“Closing Company Indebtedness” shall have the meaning set forth in Section 2.4(b).

“Closing Date” shall have the meaning set forth in Section 2.3.

“Closing Date Consideration” shall have the meaning set forth in Section 2.2.

“Closing Free Rent Credit” shall have the meaning set forth in Section 2.4(b).

“Closing Net Sales Price” means an amount equal to (a) One Hundred Sixty Four Million Dollars ($164,000,000) plus (b) the Estimated Closing Cash Reserve minus (c) the Estimated Company Indebtedness minus (d) the Estimated Free Rent Credit.

“Closing Statement” shall have the meaning set forth in Section 2.4(b).

“Closing Shortfall” shall have the meaning set forth in Section 2.4(f)(ii).

“Closing Surplus” shall have the meaning set forth in Section 2.4(f)(i).

“Company” shall have the meaning set forth in the recitals.

“Contract” means any agreement, contract, license, lease, commitment, arrangement or understanding, written or oral, including any sales order or purchase order.

“Control” means, when used with respect to any Person, the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

“Cousins Agreements” shall have the meaning set forth in Section 5.2.

“Damages” shall have the meaning set forth in Section 8.2.

“Disclosing Party” shall have the meaning set forth in Section 5.6.

“Drop Dead Date” shall have the meaning set forth in Section 7.1(c).

“Estimated Closing Cash Reserve” shall have the meaning set forth in Section 2.4(a).

“Estimated Company Indebtedness” means, if the Closing takes place on (a) January 31, 2013 or February 28, 2013, an amount equal to Seventy Four Million Three Hundred Forty Thousand One Hundred Eighty Two Dollars ($74,340,182), or (b) such other date as permitted or required pursuant to Section 2.3, the amount of outstanding Company Indebtedness as of such date.

“Estimated Free Rent Credit” means, if the Closing takes place on (a) January 31, 2013, an amount equal to Eleven Million Four Hundred Thirty Eight Thousand Seven Hundred Thirty Three Dollars ($11,438,733), (b) February 28, 2013, an amount equal to Ten Million Seven Hundred Thirty One Thousand Four Hundred Two Dollars ($10,731,402), or (c) such other date as permitted or required pursuant to Section 2.3, the amount agreed to in writing by the Seller and the Buyer on or prior to such date.

“Final Cash Reserve” shall have the meaning set forth in Section 2.4(e).

“Final Company Indebtedness” shall have the meaning set forth in Section 2.4(e).

“Final Free Rent Credit” shall have the meaning set forth in Section 2.4(e).

“Final Net Sales Price” means an amount equal to (a) One Hundred Sixty Four Million Dollars ($164,000,000) plus (b) the Final Cash Reserve minus (c) the Final Company Indebtedness minus (d) the Final Free Rent Credit.

“Governmental Authority” means any entity or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to federal, state, local or municipal government, foreign, international, multinational or other government, including any department, commission, board, agency, bureau, subdivision, instrumentality, official or other regulatory, administrative or judicial authority thereof, and any non-governmental regulatory body to the extent that the rules and regulations or orders of such body have the force of Law.

“Indebtedness” means any of the following: (a) any indebtedness for borrowed money, (b) any obligations evidenced by bonds, debentures, notes or other similar instruments, (c) any obligations to pay the deferred purchase price of property or services, except trade accounts payable and other current liabilities arising in the ordinary course of business, (d) any obligations as lessee under capitalized leases, (e) any indebtedness created or arising under any conditional sale or other title retention agreement with respect to acquired property, (f) any obligations, contingent or otherwise, under acceptance credit, letters of credit or similar facilities, (g) a guarantee of the obligations of any other Person, and (h) any guaranty of any of the foregoing.

“Independent Expert” shall have the meaning set forth in Section 2.4(d).

“Law” means any statute, law (including common law), constitution, treaty, ordinance, code, order, decree, judgment, rule, regulation and any other binding requirement or determination of any Governmental Authority.

“Lien” means any mortgage, deed of trust, lien (statutory or otherwise), pledge, charge, security interest, hypothecation, equitable interest, servitude, option, right of first refusal, restriction on voting or transfer, adverse claim or any other encumbrance.

“LLC Agreement” shall have the meaning set forth in the recitals.

“Net Operating Income” means, for any period, the amount by which the Operating Revenues exceed Operating Expenses for such period.

“Notice of Objection” shall have the meaning set forth in Section 2.4(c).

“OFAC” shall have the meaning set forth in Section 3.10.

“Operating Expenses” means, for any period, the current obligations of the Company for such period, determined in accordance with sound accounting principles and applicable to commercial real estate, consistently applied, for operating expenses of the Property, for capital expenditures not paid from Capital Contributions or Financing proceeds, and for working capital and reserves actually funded. Operating Expenses shall not include debt service on Financings or any non-cash expenses such as Depreciation or amortization.

“Operating Expense Pass-through” shall have the meaning set forth in Section 2.5(b).

“Operating Revenues” means, for any, period, the gross revenues of the Company arising from the ownership and operation of the Property during such period, including proceeds of any business interruption

or rental loss insurance maintained by the Company from time to time and amounts released from Company reserves, but specifically excluding Capital Proceeds, Capital Contributions and proceeds of Financings.

“Permitted Liens” means (a) Liens arising under this Agreement, (b) Liens created by or through the Buyer and (c) Liens against the Property arising under the Existing Financing (as amended).

“Person” means an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated association, a Governmental Authority or any agency, instrumentality or political subdivision of a Governmental Authority, or any other entity or body.

“Purchased Interests” shall have the meaning set forth in the recitals.

“Representatives” shall have the meaning set forth in Section 5.6.

“Review Period” shall have the meaning set forth in Section 2.4(c).

“Securities Act” shall have the meaning set forth in Section 4.6.

“Seller” shall have the meaning set forth in the preamble.

“Seller Parties” shall have the meaning set forth in Section 5.5.

“Seller Predecessors” shall mean the assignors of the Purchased Interests to the Seller pursuant to the Assignment of LLC Member Interests dated May 1, 2012.

“Termination Fee” shall have the meaning set forth in Section 7.2(b).

1.2    Construction. For the purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires: (a) the meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term and vice versa, and words denoting any gender shall include all genders as the context requires; (b) where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning; (c) the terms “hereof”, “herein”, “hereunder”, “hereby” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) when a reference is made in this Agreement to an Article, Section or paragraph, such reference is to an Article, Section or paragraph of this Agreement unless otherwise specified; (e) the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be modified by the words “without limitation”, unless otherwise specified; and (f) a reference to any law means such law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder.

ARTICLE II

PURCHASE AND SALE; CLOSING

2.1    Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, the Seller shall sell, assign, transfer, convey and deliver to the Buyer, and the Buyer shall purchase, acquire, assume and accept from the Seller, at the Closing, all of the right, title and interest of the Seller in and to the Purchased Interests, free and clear of all Liens (other than Permitted Liens), including (a) the remaining portion of the Seller’s Capital Account and the allocation and distribution history with respect to the Purchased Interests, (b) the Seller’s right to allocations of Profit or Losses, and (c) all other right, title and interest of the Seller in and to the Company.

2.2    Consideration. The aggregate consideration to be paid by the Buyer to the Seller for the Purchased Interests on the Closing Date (the “Closing Date Consideration”) shall be equal to the amount the

Seller would receive if the Closing Net Sales Price is distributed in accordance with the order of priority set forth in Section 8.2 of the LLC Agreement. For the avoidance of doubt, the Closing Date Consideration shall be calculated in accordance with Exhibit A, attached hereto. The Closing Date Consideration shall be paid to the Seller on the Closing Date by the Buyer by wire transfer of immediately available funds to an account designated in writing by the Seller at least two (2) business days prior to Closing.

2.3    Closing. The consummation of the purchase and sale of the Purchased Interests and the other transactions contemplated by this Agreement (the “Closing”) shall take place on January 31, 2013, unless otherwise agreed in writing by the Buyer and the Seller, at the offices of Troutman Sanders LLP, 600 Peachtree Street, NE, Suite 5200, Atlanta, Georgia; provided, that all of the conditions to the obligations of the parties to consummate the transactions contemplated hereby have been satisfied or waived (other than conditions with respect to actions the parties will take at the Closing). Notwithstanding the foregoing, the Seller shall have the option (which may only be exercised once), upon written notice to the Buyer on or prior to December 31, 2012, to extend the date of the Closing to February 28, 2013. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. Each of the parties hereto hereby agrees that the Closing shall be deemed effective at 12:01 a.m. on the Closing Date. TIME SHALL BE OF THE ESSENCE with respect to the Seller’s and the Buyer’s obligation to close on the scheduled Closing Date.

2.4    Closing Adjustment.

(a)    No later than three (3) days prior to the Closing Date, the Seller and the Buyer shall mutually agree in writing upon an estimate of the Cash Reserve (after including and taking into account the prorations and adjustments for cash received or credited as provided for in Section 2.5) determined during the period commencing on October 1, 2012 and ending on the Closing Date (such estimate, the “Estimated Closing Cash Reserve”); provided, that in the event the Seller and the Buyer are unable to agree to the Estimated Closing Cash Reserve, the Estimated Closing Cash Reserve shall equal Three Hundred Fourteen Thousand Four Hundred Seventeen Dollars ($314,417) (subject to the prorations and adjustments for cash received or credited as provided for in Section 2.5).

(b)    Within seventy-five (75) days after the Closing Date, the Buyer will prepare, or cause to be prepared, and deliver to the Seller an unaudited statement (the “Closing Statement”), which shall set forth the Buyer’s calculation of (i) the Cash Reserve (after including and taking into account the prorations and adjustments for cash received or credited as provided for in Section 2.5) determined during the period commencing on October 1, 2012 and ending on the Closing Date (the “Closing Cash Reserve”), (ii) the Indebtedness of the Company as of the Closing Date (the “Closing Company Indebtedness”), and (iii) the aggregate amount of free rent concessions associated with the Property, determined based on applicable base and additional rents as of the Closing Date (the “Closing Free Rent Credit”). The Closing Statement shall be prepared in accordance with the accounting policies and procedures used in the preparation of the Company’s financial statements, consistently applied. At the Buyer’s request, the Seller (x) shall cooperate (but shall not be required to incur any material costs) in the preparation of the Closing Statement, (y) shall provide the Buyer and its Representatives with any information in its possession and reasonably requested by them in connection therewith and (z) shall give the Buyer and its Representatives access, during normal business hours and upon reasonable notice, to the Seller’s personnel, properties and books and records for that purpose.

(c)    Upon receipt from the Buyer, the Seller shall have thirty (30) days to review the Closing Statement (the “Review Period”). At the Seller’s request, the Buyer (i) shall cooperate with (but shall not be required to incur any material costs) the Seller and its Representatives in reviewing the Closing Statement, (ii) shall provide the Seller and its Representatives with any information reasonably requested by them in connection therewith and (iii) shall give the Seller and its Representatives access, during normal business hours and upon reasonable notice, to the Buyer’s personnel, properties and books and records for that purpose. If the Seller disagrees with the Buyer’s computation of the Closing Cash Reserve, Closing Company Indebtedness or Closing Free Rent Credit, the Seller may, on or prior to the last day of the Review Period, deliver a written notice to the Buyer (the “Notice of Objection”), which sets forth its specific objections to the Buyer’s calculation of such amounts; provided that the Notice of Objection shall include only objections

based on (i) non-compliance with the terms of this Section 2.4 for the preparation of the Closing Statement and (ii) mathematical errors in the computation of the Closing Cash Reserve, Closing Company Indebtedness or Closing Free Rent Credit. Any Notice of Objection shall specify those items or amounts with which the Seller disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth the Seller’s calculation of the Closing Cash Reserve, Closing Company Indebtedness and Closing Free Rent Credit, as applicable, based on those objections. To the extent not set forth in the Notice of Objection, the parties shall be deemed to have agreed with all other items and amounts contained in the Closing Statement.

(d)    Unless the Seller delivers the Notice of Objection to the Buyer on or prior to the last day of the Review Period, the Seller shall be deemed to have accepted the Buyer’s calculation of each of the Closing Cash Reserve, Closing Company Indebtedness and Closing Free Rent Credit, and the Closing Statement shall be final, conclusive and binding. If the Seller delivers the Notice of Objection to the Buyer within the Review Period, the Buyer and the Seller shall, during the fifteen (15) days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Cash Reserve, Closing Company Indebtedness and Closing Free Rent Credit, as applicable. If, at the end of that period or any mutually agreed extension thereof, the Buyer and the Seller are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to an independent accounting firm mutually acceptable to the Buyer and the Seller (the “Independent Expert”). The parties shall instruct the Independent Expert promptly to review this Section 2.4 and to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, if any, the amounts set forth in the Closing Statement require adjustment. The Independent Expert shall base its determination solely on written submissions by the Seller and the Buyer and not on an independent review. The Buyer and the Seller shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as practicable, but in no event later than thirty (30) days after its retention, the Independent Expert shall deliver to the Buyer and the Seller a report that sets forth its resolution of the disputed items and amounts and its calculation of each of the Closing Cash Reserve, Closing Company Indebtedness and Closing Free Rent Credit (taking into account any undisputed items); provided that in no event shall any of the Closing Cash Reserve, Closing Company Indebtedness and Closing Free Rent Credit, as determined by the Independent Expert, be less than the Buyer’s calculation of such amounts as set forth in the Closing Statement, nor more than the Seller’s calculation of such amounts as set forth in the Notice of Objection. The decision of the Independent Expert shall be final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be allocated between the parties based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by that party, as determined by the Independent Expert.

(e)    For purposes of this Agreement, each of the (i) “Final Cash Reserve”, (ii) “Final Company Indebtedness” and (iii) “Final Free Rent Credit” means the amount: (x) as shown in the Closing Statement delivered by the Buyer to the Seller pursuant to Section 2.4(b), if no Notice of Objection with respect thereto is timely delivered by the Seller to the Buyer pursuant to Section 2.4(c); or (y) if a Notice of Objection is so delivered, (A) as agreed by the Buyer and the Seller pursuant to Section 2.4(d) or (B) in the absence of such agreement, as shown in the Independent Expert’s calculation delivered pursuant to Section 2.4(d).

(f)    Within three (3) business days after each of the Final Cash Reserve, Final Company Indebtedness and Final Free Rent Credit have been finally determined pursuant to this Section 2.4:

(i)     if (x) the Closing Date Consideration is greater than (y) an amount equal to the amount the Seller would receive if the Final Net Sales Price is distributed in accordance with the order of priority set forth in Section 8.2 of the LLC Agreement (any such excess, the “Closing Surplus”), the Seller shall pay to the Buyer, as an adjustment to the consideration hereunder, an amount equal to the Closing Surplus; or

(ii)    if (x) the Closing Date Consideration is less than (y) an amount equal to the amount the Seller would receive if the Final Net Sales Price is distributed in accordance with the order of priority set forth in Section 8.2 of the LLC Agreement (any such shortfall, the “Closing Shortfall”), the Buyer shall pay to the Seller, as an adjustment to the consideration hereunder, an amount equal to the Closing Shortfall.

(g)    The Buyer shall prepare a draft allocation of the total purchase price paid hereunder (including for these purposes any liabilities properly taken into account in determining the Seller’s amount realized for U.S. federal income tax purposes) among the assets of the Company for the Seller’s review, such allocation to be delivered to the Seller no later than 120 days following the Closing Date. The Buyer and the Seller shall in good faith cooperate to resolve any disputes regarding such allocation. The Buyer and the Seller agree to act in accordance with the computations and allocations as determined pursuant to this Section 2.4(g) in any relevant tax returns or filings.

2.5    Prorations. Prorations and adjustments of income and expense with respect to the Property shall be made as of the Closing Date as set forth in this Section 2.5. In each such proration set forth below, the portion thereof applicable to periods beginning as of 12:01 a.m. on the Closing Date , if any, shall be credited to the Buyer or charged to the Buyer as applicable and the portion thereof applicable to periods ending as of Midnight on the day prior to the Closing Date, if any, shall be credited to the Company or charged to the Company as applicable, in each case in accordance with this Section 2.5 and shall, as applicable, be applied to the determination of the Estimated Cash Reserve and the Closing Cash Reserve as set forth in Section 2.4, and the Closing Date Consideration as set forth in Section 2.2.

(a)    Rent. All scheduled rent for the month in which the Closing Date occurs (excluding tenant reimbursements for Operating Expense Pass-throughs (as defined below)) and other scheduled income (and any applicable state or local tax on rent) under Leases in effect on the Closing Date shall be prorated as of Closing. The Buyer shall receive a credit at Closing for any rent and other income received before Closing but applicable to any period of time from and after the Closing Date.

(b)    Operating Expense Pass-throughs. The Company is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, “Operating Expense Pass-throughs”) incurred in connection with the ownership, operation, maintenance and management of the Property. If the Company collected estimated prepayments of Operating Expense Pass-throughs for periods prior to the Closing Date in excess of the aggregate portion of such expenses for such periods payable by tenants, then if the aggregate net excess can be determined by the Closing, the Buyer shall receive (i) a credit for the aggregate net excess or, if the net excess cannot be determined at the Closing, or (ii) a credit based upon an estimate of the net excess, and the Buyer and the Company shall make an adjusting payment between them when the correct amount can be determined. If the Company collected estimated prepayments of Operating Expense Pass-throughs attributable to any period after the Closing, any such amounts shall be credited to the Buyer at the Closing.

(c)    Uncollected Rent and Operating Expense Pass-throughs. The Company shall not receive a credit for uncollected rent and other income. The Buyer will make commercially reasonable efforts, without suit and without threatening to terminate a lease or any occupancy thereunder, to collect any rents applicable to the period before Closing, which efforts shall include, without limitation, delivery to tenants of monthly invoices for delinquent amounts due to the Company for not less than three monthly billing cycles following the Closing Date.

(d)    Taxes and Assessments. The Buyer shall receive a credit for any accrued but unpaid (and not yet due and payable) real estate taxes and assessments (including, without limitation, any assessments imposed by private covenant) applicable to any period before the Closing Date. To the extent that the Company has paid (or caused to be paid) real estate taxes and assessments (including, without limitation, any assessments imposed by private covenant but excluding escrows paid to any holder of the Existing Financing) for periods from and after Closing, the Company shall receive a credit at Closing. If the amount of any such taxes have

not been determined as of Closing, such credit shall be based on the most recent ascertainable tax bills. Such taxes shall be reprorated upon issuance of the final tax bill.

(e)    Other Operating Income and Expenses. All other income and ordinary operating expenses for or pertaining to the Property, including, but not limited to, maintenance, service charges, license fees and any dues, assessments, contributions or payments, will be prorated between the Company and the Buyer as of the Closing.

(f)    Final Adjustment After Closing. If final prorations cannot be made at Closing for any item being prorated under this Section 2.5, then the Buyer and the Seller agree to allocate such items, as between the Company and Buyer, on a fair and equitable basis as soon as invoices or bills are available and applicable reconciliation with tenants have been completed, with final adjustment to be made as soon as reasonably possible after the Closing but no later than (i) with respect to real estate taxes, thirty (30) days after receipt of the final tax bill for the applicable period, (ii) with respect to Operating Expense Pass-through ninety (90) days after the end of the applicable calendar year, and (iii) in all other cases, one-hundred twenty (120) days after Closing, to the effect that income and expenses are received and allocated by the parties on an accrual basis (or cash basis if so provided herein) with respect to their period of ownership. Notwithstanding anything herein to the contrary, any amounts allocated to the Company pursuant to this clause (f) shall be paid by the Buyer to Seller; provided, that such payment shall equal the amount the Seller would receive if such allocated amounts were distributed in accordance with the order of priority set forth in Section 8.2 of the LLC Agreement. Payments between the parties in connection with the final adjustment will be made within ten (10) days of written notice. The parties shall provide each other with reasonable access to, and the right to inspect and audit, the other’s books to confirm the final prorations.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Buyer that each statement contained in this Article III is true and correct as of the date hereof and will be true and correct as of the Closing Date.

3.1    Organization; Authority and Enforceability. The Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware. The Seller has the requisite limited liability company power and authority to enter into and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Seller. Assuming due authorization, execution and delivery by the Buyer, this Agreement shall constitute a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.

3.2    The Purchased Interests. The Purchased Interests are, and as of the Closing will be, held of record and beneficially owned by Seller, free and clear of any Liens (other than Permitted Liens). The Purchased Interests constitute eighty percent (80%) of the Interests in the Company. The Seller’s Capital Sharing Ratio as of the date hereof is, and as of the Closing will be, eighty percent (80%). The Seller is not a party to any option, warrant, purchase right or other contract or commitment (other than this Agreement and the LLC Agreement) that could require the Seller to sell, transfer or otherwise dispose of any Purchased Interests. The Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any Purchased Interests.

3.3    No Conflicts; Consents.

(h)    Except as set forth on Schedule 3.3(a), the execution and delivery by the Seller of this Agreement does not, the performance by the Seller of its obligations hereunder and the consummation of the transactions contemplated hereby will not, directly or indirectly, (i) violate the provisions of the governing

or organizational documents of the Seller, (ii) violate or constitute a default, or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights under any Contract to which the Seller is a party, (iii) violate or conflict with any Law, permit or order applicable to the Seller or give any Person the right to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, permit or order or (iv) result in the creation of any Liens upon the Purchased Interests.

(i)    Except as set forth in Schedule 3.3(b) of this Agreement, no permit or order of, registration, declaration or filing with, or notice to any Person is required by the Seller in connection with the execution and delivery by the Seller of this Agreement, the performance by the Seller of its obligations hereunder and the consummation of the transactions contemplated hereby.

3.4    Indemnity Claims under the LLC Agreement. The Seller has not been notified of any third party claim against the Seller or its Affiliates that might reasonably give rise to an indemnity claim against the Company under the LLC Agreement or otherwise.

3.5    No Litigation. There is no action, suit, proceeding, investigation (governmental or otherwise), or process (each, an “Action”) pending or, to the knowledge of the Seller, threatened in writing against the Seller that questions the validity of this Agreement, or any action taken, or to be taken, by the Seller or the Company in connection with this Agreement or that otherwise relates to the Purchased Interests or the Company and there are no facts or circumstances known to the Seller that would reasonably be expected to give rise to any such Action.

3.6    Managing Member Matters. Neither the Seller nor any of its Affiliates, in their respective capacities as Managing Member or Members, has entered into any binding agreement, contract, license, lease or other commitment on behalf of the Company without the Buyer’s prior consent or without informing the Buyer. Neither the Seller nor any of its Affiliates, in their respective capacities as Managing Member or Members, has implemented a Major Decision without calling a meeting of the Members other than in accordance with Section 4.1(c)(iii) of the LLC Agreement.

3.7    Related Party Transactions. Except as set forth on Schedule 3.7, there are no Contracts between or among the Company or the Seller, on the one hand, and any party in any way Affiliated with the Seller or the Company, on the other hand.

3.8    Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s, investment banker’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller or any of its Affiliates.

3.9    Anti Corruption. The execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not violate the Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act of 2012, or, where applicable, the legislation enacted by member states and signatories implementing the OECD Convention Combating Bribery of Foreign Officials (collectively, “Anti-Corruption Laws”) or any other law, regulation, administrative decree or order to which it is subject.

3.10    Anti-Terrorism Laws. The execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not violate the regulations of the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other action by a Governmental Authority relating thereto.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Seller that each statement contained in this Article IV is true and correct as of the date hereof and will be true and correct as of the Closing Date.

4.1    Organization; Authority and Enforceability. The Buyer is duly organized, validly existing and in good standing under the laws of the State of Georgia. The Buyer has the requisite limited liability company power and authority to enter into and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Buyer. Assuming due authorization, execution and delivery by the Seller, this Agreement shall constitute the valid and binding obligation of the Buyer, enforceable against it in accordance with its terms.

4.2    No Conflicts; Consents.

(j)    The execution and delivery by the Buyer of this Agreement does not, the performance by the Buyer of its obligations hereunder and the consummation of the transactions contemplated hereby will not, directly or indirectly, (i) violate the provisions of the governing or organizational documents of the Buyer, (ii) violate or constitute a default, or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights under any Contract to which the Buyer or the Company is a party, or (iii) violate or conflict with any Law, permit or order applicable to the Buyer or to give any Person the right to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, permit or order.

(k)    No permit or order of, registration, declaration or filing with, or notice to any Person is required by the Buyer in connection with the execution and delivery by the Buyer of this Agreement, the performance by the Buyer of its obligations hereunder and the consummation of the transactions contemplated hereby.

4.3    Available Funds. The Buyer has cash available and existing borrowing facilities which together will be sufficient on the Closing Date to enable it to consummate the transactions contemplated by this Agreement.

4.4    No Litigation. There is no Action pending or, to the knowledge of the Buyer, threatened against the Buyer that questions the validity of this Agreement, or any action taken, or to be taken, by the Buyer in connection with this Agreement or that otherwise relates to the Company and there are no facts or circumstances known to the Buyer that would reasonably be expected to give rise to any such Action.

4.5    Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s, investment banker’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Buyer or any of its Affiliates.

4.6    Accredited Investor. The Buyer is an “accredited investor” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), or has such knowledge and experience in financial matters as to be capable of evaluating the risks and merits of any investment in the Purchased Interests.  The Purchaser is acquiring the Purchased Interests for its own account for investment and not with a view to, or for resale in connection with, the distribution or other disposition thereof in violation of the Securities Act.

4.7    Anti Corruption. The execution and delivery of this Agreement by the Buyer and its performance and compliance with the terms of this Agreement will not violate the Anti-Corruption Laws or any other law, regulation, administrative decree or order to which it is subject.

4.8    Anti-Terrorism Laws. The execution and delivery of this Agreement by the Buyer and its performance and compliance with the terms of this Agreement will not violate the OFAC regulations (including those named on OFAC’s Specially Designated and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other action by a Governmental Authority relating thereto.

ARTICLE V

COVENANTS

5.1    No Transfer. The Seller hereby agrees not to sell, transfer, assign or grant, allow or cause a Lien on, directly or indirectly, by operation of law or otherwise, any of the Purchased Interests (other than pursuant to this Agreement) during the period commencing on the date hereof and ending on the earlier of Closing Date and the date of termination of this Agreement.

5.2    Managing Member Actions. The Seller, in its capacity as Managing Member, hereby agrees that from the date hereof and ending at the earlier of the Closing Date and the termination of this Agreement, all acts, proposed acts, consents, approvals or notices to be taken by or to be given by the Managing Member pursuant to the terms of the LLC Agreement (other than (i) the removal of the Operating Member in accordance with Section 4.4 of the LLC Agreement, (ii) enforcing the Property Management Agreement and the Leasing Management Agreement (collectively, the “Cousins Agreements”) in accordance with their respective terms or (iii) terminating either of the Cousins Agreements due to a default by Cousins giving rise to a termination right thereunder), or on behalf of the Company, including any Major Decisions, any sale of the Property or the entry into any Financings, shall require the prior written consent of the Buyer. The Seller hereby agrees not to withdraw or resign as the Managing Member or to take any action to replace the Managing Member during the period commencing on the date hereof and ending at the earlier of the Closing Date and the termination of this Agreement.

5.3    Distributions. Each of the parties hereto hereby agrees, and the Seller, in its capacity as Managing Member, hereby agrees, that from the date hereof and ending at the earlier of the Closing Date and the termination of this Agreement, no distributions of Net Cash Flow or Capital Proceeds shall be made without the prior written consent of the Buyer.

5.4    Termination of Related Party Transactions. Any Contracts (if any) between the Company, on the one hand, and the Seller or any Affiliate of the Seller (other than the LLC Agreement which shall be amended and restated by the Buyer), on the other hand, shall be terminated, effective as of the Closing, and any amounts or obligations owing by the Company to the Seller or any Affiliate of the Seller shall be cancelled at such time without any payment being made in respect thereof. The parties hereto hereby agree to enter into termination agreements at or prior to the Closing, in form and substance reasonably satisfactory to the Buyer, in respect of the foregoing.

5.5    Release.

(a)    As of the Closing, the Seller, on behalf of itself and its successors and assigns and the Seller Predecessors, and the officers, directors, attorneys, partners, members, agents, employees, servants, Affiliates, executors, administrators, trustees, receivers, assigns, beneficiaries, successors, predecessors and other Representatives of each and any of them (collectively, the “Seller Parties”) hereby generally and unconditionally release, acquit and forever discharge the Buyer, the Company, and the officers, directors, attorneys, partners, members, agents, employees, servants, Affiliates, executors, administrators, trustees, receivers, assigns, beneficiaries, successors, predecessors and other Representatives of each and any of them (collectively, the “Buyer Parties”) from all claims, causes of action, suits, agreements, promises, debts, liabilities, obligations, expenses, fees (including attorneys’ fees and disbursements), damages, counterclaims and demands of every nature and character whatsoever, whether in Law, in equity or statutory, whether known

or unknown, suspected or unsuspected, direct or indirect (collectively herein referred to as, “Claims”), that could have been or can now or in the future could be asserted by or on behalf of the Seller Parties against the Buyer Parties arising out of, relating to, or in any way connected with the Company or the LLC Agreement, including the Buyer’s role as a member or manager or operating member of the Company, or the Property, on or prior to the Closing Date. Notwithstanding anything herein to the contrary, the foregoing release shall not apply to (i) any rights and obligations arising out of this Agreement, as applicable to the parties hereto or (ii) any Claims resulting from the gross negligence or willful misconduct of the Buyer or its Affiliates, including any such Claims pursuant to the Cousins Agreements. Each of the Seller and the other Seller Parties, further agree not to file any lawsuit or take legal action against the Buyer Parties relating to Claims released by this Agreement.

(b)    As of the Closing, the Company and the Buyer, on behalf of themselves and their successors and assigns, and the other Buyer Parties, hereby generally and unconditionally release, acquit and forever discharge the Seller Parties from all Claims that could have been or can now or in the future could be asserted by or on behalf of the Buyer Parties against the Seller Parties arising out of, relating to, or in any way connected with the Company or the LLC Agreement, including the Seller’s role as a member or manager or managing member of the Company, or the Property, on or prior to the Closing Date. Notwithstanding anything herein to the contrary, the foregoing release shall not apply to (i) any rights and obligations arising out of this Agreement, as applicable to the parties hereto or (ii) any Claims resulting from the gross negligence or willful misconduct of the Seller or its Affiliates. Each of the Buyer and the other Company and Buyer Group Released Parties, further agree not to file any lawsuit or take legal action against the Seller Parties relating to Claims released by this Agreement.

5.6    Confidentiality.

(a)    From and after the Closing Date, the Seller will, and will cause its Affiliates to, hold, and will use its reasonable best efforts to cause its and their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents (“Representatives”) to hold, in confidence any and all information, whether written or oral, concerning the Company and the Property, except (i) to the extent that the Seller can show that such information is in the public domain through no fault of the Seller or any of its Affiliates or their respective Representatives, (ii) to the extent that the Seller can show that such information is lawfully acquired by the Seller or any of its Affiliates after the Closing Date from sources that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation, (iii) the Seller may disclose such information to its members, advisers, underwriters, analysts, employees, Affiliates, officers, directors, consultants, accountants, legal counsel, title companies or other advisors of any of the foregoing, provided that they are advised as to the confidential nature of such information and are instructed to maintain such confidentiality, (iv) the Seller may disclose such information (other than confidential Property-level information) to its lenders, investors, potential lenders and investors and the investors or potential investors of Affiliates of the Seller or other advisors of any of the foregoing, provided that they are advised as to the confidential nature of such information and are instructed to maintain such confidentiality, and (v) the Seller may disclose such information in connection with the filing of any tax returns or compliance with any tax reporting obligations.

(b)    From and after the Closing Date until the two year anniversary of the Closing Date, the Buyer will, and will cause its Affiliates to, hold, and will use its reasonable best efforts to cause its and their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the terms of the LLC Agreement or the economic terms of this Agreement, except (i) to the extent that the Buyer can show that such information is in the public domain through no fault of the Buyer or any of its Affiliates or their respective Representatives, (ii) the Buyer may disclose such information to its members, advisers, underwriters, analysts, employees, Affiliates, officers, directors, consultants, lenders, investors, potential lenders and investors, accountants, legal counsel, title companies or other advisors of any of the foregoing, provided that they are advised as to the confidential nature of such information and are instructed to maintain such confidentiality and (iii) the Buyer may disclose such information in connection with the filing of any tax returns or compliance with any tax reporting obligations.

(c)    If the Seller or the Buyer or any of their Affiliates or Representatives (the “Disclosing Party”) is compelled to disclose any information required to be kept confidential hereunder by judicial or administrative process or by other requirements of Law, the Disclosing Party shall promptly notify the other party hereto in writing and shall disclose only that portion of such information that the Disclosing Party is advised by its counsel in writing is legally required to be disclosed; provided that the Disclosing Party shall exercise its reasonable commercial efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information; providedfurther that the foregoing limitations and obligations shall not apply in connection with the filing of any tax returns or compliance with any tax reporting obligations.

5.7    Public Announcements. None of the parties hereto or any of their respective Affiliates shall, without the approval of the other parties hereto, issue any press releases or otherwise make any public statements with respect to the transactions contemplated by this Agreement, except as may be required by applicable law, including any rules or regulations of the U.S. Securities and Exchange Commission or any interpretations of any public disclosure requirement in respect thereof.

5.8    Resignation. Effective as of the Closing, the Seller, in its capacity as the Managing Member, hereby resigns as the Managing Member of the Company.

5.9    Closing of the Books. Each of the Buyer and the Seller agree that the Company’s status as a partnership for U.S. federal and state income tax purposes shall terminate on the Closing Date, and each of the Buyer and the Seller (and their respective Affiliates) shall file all tax returns consistent with such treatment. Each of the Buyer and the Seller agree that notwithstanding Section 9.7 of the LLC Agreement, the allocation of taxable income by the Company among the Buyer and the Seller (inclusive of the Seller Predecessors) with respect to the Purchased Interests for the period January 1, 2013 through the Closing Date, shall be made pursuant to the “closing of the books” method as if the books of the Company had closed on the Closing Date, and that such computation shall otherwise be in accordance with Section 9.3 of the LLC Agreement on the basis of tax principles (including principles applicable to the timing of accruals) applied consistently with historical practices of the Company. Notwithstanding the foregoing, the allocation of such taxable income as between the Seller Predecessors and the Seller shall be made in accordance with Section 9.7 of the LLC Agreement and not based upon a closing of the books on the effective date of the previous transfer of the Purchased Interests from the Seller Predecessors to the Seller. The Buyer and the Seller agree that the Seller’s status as the “tax matters partner” of the Company for U.S. federal income tax purposes (and any similar designation for state or local income tax purposes) shall remain in effect for taxable periods of the Company ending on or before the Closing Date and that except as otherwise provided in this Agreement, the provisions of Article 9 shall apply with respect to such taxable periods. The Buyer and the Company agree that the Buyer, the Company and any of their Affiliates shall not after the Closing take any action with respect to the Company or make any election that may retroactively cause the Seller and/or any of its direct or indirect members to have to report any additional taxable income or loss or be subject to additional taxes in respect of the Company, for any taxable period (or portion thereof) ending on or before the Closing Date. The Seller agrees that the Seller and any of its Affiliates, in its own capacity or as Tax Matters Member of the Company, shall not after the Closing take any action with respect to the Company or make any election that may retroactively cause the Buyer and/or any of its direct or indirect members to have to report any additional taxable income or loss or be subject to additional taxes in respect of the Company, for any taxable period (or portion thereof) ending on or before the Closing Date; provided that the foregoing shall not apply to any taxable period (or portion thereof) ending on or before the Closing Date for which the applicable tax return has not yet been filed (but the foregoing shall apply to such taxable period (or portion thereof) following the filing of such applicable tax return).

5.10    Further Assurances. Each of the parties hereto shall execute such documents and other instruments (including executing and delivering at Closing an assignment and assumption agreement, in form and substance reasonably satisfactory to the parties) and take such further actions as may reasonably be required or desirable to carry out the provisions hereof and consummate the transactions contemplated by this Agreement.

ARTICLE VI

CONDITIONS TO CLOSING

6.1    Conditions to Obligations of Each Party. The respective obligations of each of the parties to consummate the transactions contemplated hereby shall be subject to the fulfillment, satisfaction or waiver at or prior to the Closing of the following conditions:

(g)    No third party suit, claim, litigation, proceeding (administrative, judicial, or in arbitration, mediation or alternative dispute resolution), government or grand jury investigation, or other third party action seeking to challenge, enjoin, prevent, obtain damages as a result of or otherwise frustrate the purpose of this Agreement or the consummation of any of the transactions contemplated hereby shall be in effect or have been initiated or threatened in writing.

(h)    No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order having the effect of making the acquisition of the Purchased Interests illegal or otherwise prohibiting consummation of the transactions contemplated by this Agreement.

6.2    Conditions to Obligations of the Buyer. The obligations of the Buyer under this Agreement to consummate the transactions contemplated hereby shall be subject to the fulfillment, satisfaction or waiver at or prior to the Closing of the following conditions:

(a)    Each of the representations and warranties of the Seller set forth in this Agreement that is not qualified by materiality shall be true and correct in all material respects as of the Closing Date as though made as of such date and each such representation and warranty that is qualified by materiality shall be true and correct when made and as of the Closing Date as if made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date).

(b)    The Seller shall have performed and complied in all material respects with each agreement or covenant of the Seller required under this Agreement to be performed or complied with by the Seller on or before the Closing.

(c)    The Buyer shall have received a certificate executed by a duly authorized signatory of the Seller, certifying that the conditions set forth in Sections 6.2(a) and (b) have been satisfied.

(d)    There shall not have occurred Material Damage (as defined below) to the Property, or any Material Portion (as defined below) thereof shall not be subject to a bona fide threat of condemnation or the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation. For purposes of this Section 6.2(d), the phrase “Material Damage” means damage exceeding Fifteen Million Dollars ($15,000,000) to repair or restore the Property, and the phrase “Material Portion” shall mean a condemnation that would likely result in an award in excess of Fifteen Million Dollars ($15,000,000) or that would cause Material Damage.

6.3    Conditions to Obligations of the Seller. The obligations of the Seller under this Agreement to consummate the transactions contemplated hereby shall be subject to the fulfillment, satisfaction or waiver at or prior to the Closing of the following conditions:

(a)    Each of the representations and warranties of the Buyer set forth in this Agreement that is not qualified by materiality shall be true and correct in all material respects as of the Closing Date as though made as of such date and each such representation and warranty that is qualified by materiality shall be true and correct when made and as of the Closing Date as if made at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date).

(b)    The Buyer shall have performed and complied in all material respects with each agreement or covenant of the Buyer required under this Agreement to be performed or complied with by the Buyer on or before the Closing.

(c)    The Seller shall have received a certificate executed by a duly authorized signatory of the Buyer, certifying that the conditions set forth in Sections 6.3(a) and (b) have been satisfied.

6.4    Additional Closing Deliverables. At or prior to the Closing, the Seller shall deliver to the Buyer a certificate in form and substance reasonably satisfactory to the Buyer, duly executed and acknowledged, certifying that the transactions contemplated by this Agreement are exempt from withholding under Section 1445 of the Internal Revenue Code of 1986, as amended (it being understood that delivery of such certificate shall not be a condition to Closing).

ARTICLE VII

TERMINATION

7.1    Termination. This Agreement and the transactions contemplated hereby may be terminated and abandoned at any time prior to the Closing:

(e)    by mutual written consent of the Buyer and the Seller;

(f)    by either the Buyer or the Seller if any court of competent jurisdiction or other Governmental Authority shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action is or shall have become final and nonappealable;

(g)    by either the Buyer or the Seller, if the Closing shall not have occurred on or before March 1, 2013 (the “Drop Dead Date”); provided that the right to terminate this Agreement pursuant to this Section 7.1(c) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before such date and such action or failure to perform constitutes a breach of this Agreement.

(h)    by the Buyer if there shall have been a breach of any representation, warranty, covenant or agreement on the part of the Seller contained in this Agreement such that a condition set forth in Section 6.1 or 6.2 would not be satisfied; provided, that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 7.1(d) if the Buyer is then in material breach of any representations, warranties, covenants or other agreements contained in this Agreement that would result in a failure of a condition set forth in Section 6.1 or 6.3;

(i)    by the Seller if there shall have been a breach of any representation, warranty, covenant or agreement on the part of the Buyer contained in this Agreement such that a condition set forth in Sections 6.1 or 6.3 would not be satisfied; provided, that the Seller shall not have the right to terminate this Agreement pursuant to this Section 7.1(e) if the Seller is then in material breach of any representations, warranties, covenants or other agreements contained in this Agreement that would result in a failure of a condition set forth in Section 6.1 or 6.2; and

(j)    subject to Section 7.2, by the Buyer, in its sole discretion, for any or no reason, upon written notice to the Seller.

7.2    Remedies.

(d)    If this Agreement is terminated by the Buyer pursuant to Section 7.1(f) on or prior to December 15, 2012, then the Buyer shall pay to the Seller an amount equal to One Hundred Dollars ($100).

(e)    If this Agreement is terminated by the Buyer pursuant to Section 7.1(f) after December 15, 2012, then (i) the Buyer’s right to receive a portion of the distributions of Net Cash Flow or Capital Proceeds to be made by the Company to the Buyer from and after such termination in an aggregate amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) shall be deemed to have been assigned to the Seller as of the date of termination of this Agreement and (ii) if following such termination the Seller desires to cause a Disposition, the Buyer shall be deemed to have declined to purchase the Property pursuant to Section 4.1(j)(2) of the LLC Agreement as of the date of such termination (provided, that the ROFO Purchase Price will be deemed to be $164,000,000 and, provided, further, that any such Disposition shall otherwise remain subject to the terms and conditions of the LLC Agreement, including Sections 4.1(j)(4) and (5)). The amount payable or assignable, as applicable, pursuant to Sections 7.2(a) and 7.2(b)(i) shall be referred to as the “Termination Fee”.

(f)    Specific Performance. The parties hereto agree that irreparable damage would occur, damages would be difficult to determine and would be an insufficient remedy and no other adequate remedy would exist at law or in equity, in each case in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (or any party hereto threatens such a breach). It is accordingly agreed that, subject to the limitations set forth in Sections 7.2(a) and (b) and Section 7.3, in the event of a breach or threatened breach of this Agreement by any of the parties hereto, the non-breaching party shall be entitled to an injunction or injunctions to prevent such breaches and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such non-breaching party is entitled at law or in equity. Each party hereto irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any other party hereto.

7.3    Effect of Termination.

(a)    In the event of termination of this Agreement by either the Buyer or the Seller as provided in Section 7.1, this Agreement will forthwith become void and have no further force or effect, without any liability (other than as set forth, and subject to the limitations included in Section 7.2 or this Section 7.3) on the part of the Seller or the Buyer (or any Representative of any such party); provided, however, that the provisions of Sections 5.7, 7.2, 7.3 and ARTICLE IX will survive any termination hereof; provided, further, however, that subject to the terms of this Section 7.3, nothing in this Section 7.3(a) shall relieve any party of any liability for any breach by such party of this Agreement prior to the Closing.

(b)    Notwithstanding anything to the contrary in this Agreement, in the event that the Termination Fee is paid or assigned as provided herein to the Seller, such payment or assignment, as applicable, of the Termination Fee and the rights described in Section 7.2(b)(ii) above shall be the sole and exclusive remedy of the Seller and its Affiliates against the Buyer and any of its former, current and future Affiliates, and each of their respective directors, officers, employees, members, shareholders, controlling persons or representatives for any Damages based upon, arising out of or relating to this Agreement or the negotiation, execution or performance hereof or the transactions contemplated hereby.

ARTICLE VIII

INDEMNIFICATION

8.1    Survival. The representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.8, 4.1, 4.2 and 4.5 shall survive the Closing indefinitely. All other representations and warranties shall survive the Closing for eighteen (18) months. The covenants and agreements contained in this Agreement shall survive the Closing until sixty (60) days following the expiration of any applicable statute of limitations.

8.2    Indemnification by the Seller. The Seller hereby agrees to indemnify and hold the Buyer Parties harmless from and after the Closing, against and in respect of any and all losses, costs, liabilities, charges, damages or expenses (including reasonable attorneys’ fees) (collectively, “Damages”) incurred by such party that result from or arise out of any (i) breach of representation and warranty under this Agreement or (ii) nonfulfillment, breach or default of any covenant or agreement, in each case on the part of the Seller under this Agreement.

8.3    Indemnification by the Buyer. The Buyer agrees to indemnify and hold the Seller Parties harmless from and after the Closing, against and in respect of all Damages incurred by such party that result from or arise out of any (i) breach of representation and warranty under this Agreement or (ii) nonfulfillment, breach or default of any covenant or agreement, in each case on the part of the Buyer under this Agreement.

ARTICLE IX

MISCELLANEOUS

9.1    Notices. Except for notices provided for or permitted to be given pursuant to Section 5.2 (which notices may be given or served by email to corporatesecretary@cousinsproperties.com (for notice to the Buyer) or John.Buza@morganstanley.com (for notice to the Seller)), all notices provided for or permitted to be given pursuant to this Agreement must be in writing and shall be given or served by (a) depositing the same in the United States mail addressed to the party to be notified, postpaid and certified with return receipt requested, (b) depositing the same with a national overnight delivery service company which tracks deliveries, addressed to the party to be notified, with all charges paid and proof of receipt requested, (c) by delivering such notice in person to such party, or (d) by prepaid telegram, telex, or telecopy. All notices to the Buyer are to be sent to the address set forth on the signature pages hereto with a copy to Troutman Sanders LLP, Suite 5200, 600 Peachtree Street, N.E., Atlanta, Georgia 30308, Attention: James W. Addison. All notices to the Seller are to be sent to the Seller c/o Morgan Stanley, 1585 Broadway, 37^th Floor, New York, New York 10036, Attention: John Buza, with a copy to Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, Attention: Scott Kobak. All notices given in accordance with this Agreement shall be effective upon delivery at the address of the addressee. By giving written notice thereof, each party shall have the right from time to time to change its address pursuant hereto.

9.2    Amendments and Waivers.

(d)    Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is signed, in the case of an amendment, by each of the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective.

(e)    No failure or delay by any party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial waiver preclude any other or further waiver or the exercise of any other right, power or privilege. To the maximum extent permitted by law, (i) no waiver that may be given by a party shall be applicable except in the specific instance for which it was given and (ii) no notice to or demand on one party shall be deemed to be a waiver of any obligation of such party or the right of the party giving such notice or demand to take further action without notice or demand.

9.3    Expenses. Each party shall bear its own costs and expenses in connection with this Agreement and the transactions contemplated hereby, including all legal, financial advisory and all other fees and expenses of third parties. The Buyer shall pay all costs and expenses related to or arising under the Existing Financing in connection with the transfer of the Purchased Interests.

9.4    No Consequential Damages. Neither the Buyer nor the Seller shall be liable to the other for consequential or punitive, special, indirect or incidental losses or special damages in connection with this Agreement; provided, however, that the parties hereby agree that the foregoing limitation shall not preclude either party from recovering direct damages in connection with any Claim pursuant to this Agreement.

9.5    Rights under the Operating Agreement. The Seller acknowledges and agrees that, effective as of the Closing, neither it nor any of its respective Affiliates shall have any rights under the LLC Agreement or as a member of the Company (other than under Article 9 of the LLC Agreement with respect to any taxable period (or portion thereof) ending on or before the Closing Date), including rights to any distributions from the Company under the LLC Agreement or otherwise for any period of time, provided that the provisions of Section 4.8(a) of the LLC Agreement (as in effect immediately prior to the date hereof) shall remain in force for the benefit of the Seller subject to the terms of such Section 4.8(a) and applicable Law.

9.6    Successors and Assigns. This Agreement may not be assigned by any party hereto without the prior written consent of the other party; provided, that, without such consent, the Buyer may transfer or assign this Agreement, in whole or in part or from time to time, to one or more of its Affiliates or in connection with a sale, transfer or assignment of the Purchased Interests, but no such transfer or assignment will relieve the Buyer of its liabilities or obligations hereunder. Subject to the foregoing, all of the terms and provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

9.7    Governing Law; Jurisdiction. This Agreement and the obligations of the parties hereunder shall be construed and enforced in accordance with the laws of the State of Delaware, excluding any conflicts of law rule or principle which might refer such construction to the laws of another state or country. Each party hereto submits to the jurisdiction of the state and federal courts in the State of Delaware. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF AND THEREOF.

9.8    Counterparts. This Agreement may be executed in counterparts, and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. The parties agree that the delivery of this Agreement and any other agreements and documents at the Closing, may be effected by means of an exchange of facsimile or electronically transferred signatures.

9.9    Third Party Beneficiaries. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

9.10    Entire Agreement. This Agreement, and the other documents, instruments and agreements specifically referred to therein or delivered pursuant thereto, together with all exhibits and schedules thereto, set forth the entire understanding of the parties hereto with respect to the transactions contemplated by this Agreement. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.

9.11    Captions. All captions contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

9.12    Severability. Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.13    Interpretation. The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and any rule of construction or interpretation otherwise requiring this Agreement to be

construed or interpreted against any party by virtue of the authorship of this Agreement shall not apply to the construction and interpretation hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the date first written above.

Addresses:                    SELLER:

c/o Morgan Stanley            MSREF Global U.S. Holdings (FRC), L.L.C.,

1585 Broadway, 37^th Floor             a Delaware limited liability company

New York, New York 10036            

Attn:                         

By: _______________________

Name:

Title:

BUYER:

c/o Cousins Properties Incorporated        3280 Peachtree III LLC, a Georgia limited liability

191 Peachtree Street, Suite 500          company

Atlanta, Georgia 30303                

Attn: Corporate Secretary            By:     Cousins Properties Incorporated, a Georgia

corporation, its sole member

By:    _______________________

Name:

Title:

EX-2.2

Exhibit 2.2

AMENDMENT NO. 1 TO

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This AMENDMENT NO. 1 TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT is dated as of January 30, 2013 (this “Amendment”), by and between MSREF VII Global U.S. Holdings (FRC), L.L.C., a Delaware limited liability company (the “Seller”), and 3280 Peachtree III LLC, a Georgia limited liability company (the “Buyer”).

RECITALS

WHEREAS, theSeller and the Buyer entered into that certain Membership Interest Purchase Agreement dated as of December 7, 2012 (the “MIPA”); and

WHEREAS, the parties hereto desire to amend the MIPA to modify the scheduled Closing Date (as defined in the MIPA) and certain matters relating thereto.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Recitals. The foregoing recitals are hereby made a part of this Amendment.

2.    Amendment to MIPA. Effective as of the date hereof, the MIPA is hereby amended as follows:

a.    Each of the Seller and Buyer hereby agree that, subject to the rights and obligations of the parties in the MIPA, and the conditions to the obligations of the parties to consummate the transactions contemplated by the MIPA, the Closing shall take place on February 7, 2013; provided, that the Buyer may request that Closing take place on February 6, 2013, which request shall be subject to the Seller’s approval.

b.    The definition of Estimated Company Indebtedness is hereby deleted in its entirety and amended to read as follows:

“Estimated Company Indebtedness” means, an amount equal to Seventy Four Million Three Hundred Forty Thousand One Hundred Eighty Two Dollars ($74,340,182), or if the Closing takes place on a date other than February 6, 2013 or February 7, 2013 as permitted pursuant to Section 2.3, the amount of outstanding Company Indebtedness as of such date.

c.    The definition of Estimated Free Rent Credit is hereby deleted in its entirety and amended to read as follows:

“Estimated Free Rent Credit” means if the Closing takes place on (a) February 6, 2013, an amount equal to Thirteen Million One Hundred Seventy Six Thousand Nine Hundred Ninety Eight Dollars ($13,176,998), (b) February 7, 2013, an amount equal to Thirteen Million One Hundred Forty Nine Thousand Four Hundred Sixteen Dollars ($13,149,416), or (c) a date other than February 6, 2013 or February 7, 2013 as permitted pursuant to Section 2.3, the amount agreed to in writing by the Seller and the Buyer on or prior to such date.

d.    Exhibit A to the MIPA is hereby deleted in its entirety and amended and replaced with Exhibit A, attached hereto, which sets forth examples of the calculation of the Closing Date Consideration if the Closing takes place on either February 6, 2013 or February 7, 2013.

3.Binding Effect; MIPA. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Except as expressly modified by this Amendment, the MIPA shall remain in full force and effect.

4.    Governing Law; Jurisdiction. This Amendment and the obligations of the parties hereunder shall be construed and enforced in accordance with the laws of the State of Delaware, excluding any conflicts of law rule or principle which might refer such construction to the laws of another state or country. Each party hereto submits to the jurisdiction of the state and federal courts in the State of Delaware. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

5.Further Assurances. Each of the parties hereto shall execute such documents and other instruments and take such further actions as may reasonably be required or desirable to carry out the provisions hereof and consummate the transactions contemplated by this Amendment.

6.    Counterparts. This Amendment may be executed in counterparts, and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. The parties agree that the delivery of this Amendment may be effected by means of an exchange of facsimile or electronically transferred signatures.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives as of the first date set forth above.

MSREF VII Global U.S. Holdings (FRC), L.L.C., a Delaware limited liability company

By:    /s/ John P. Buza                    

Name: John P. Buza

Title: Vice President

3280 Peachtree III LLC, a Georgia limited liability company

By: Cousins Properties Incorporated, a Georgia corporation, its sole member

By:    / s/ Colin Connolly            

Name: Colin Connolly

Title: Senior Vice President

EX-2.3

Exhibit 2.3

SALE AND CONTRIBUTION AGREEMENT

by and between

COUSINS PROPERTIES INCORPORATED,

3280 PEACHTREE I LLC AND 3280 PEACHTREE III LLC

and

TERMINUS ACQUISITION COMPANY LLC

February 4, 2013

Property	Location
Terminus 100	3280 Peachtree Road NE, Atlanta, Georgia
Terminus 200	3333 Piedmont Road NE, Atlanta, Georgia
Parking Component - Terminus	Atlanta, Georgia

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TABLE OF CONTENTS

1. DEFINITIONS    1

2. BACKGROUND STATEMENT; EARNEST MONEY; FORMATION AND TRANSFER DOCUMENTATION    12

2.1 Background Statement    12

2.2 Earnest Money    12

2.3 Formation    13

2.4 Tax Deferred Exchange by 3280-I    15

2.5 No Tax Deferred Exchange by Acquisition    16

3. ACQUISITION INVESTMENT    16

4. ACQUISITION'S DUE DILIGENCE AND INSPECTIONS    16

4.1 Delivery and Review of Property Documents    16

4.2 Inspection Rights    16

4.3 Intentionally Omitted    16

4.4 Title and Survey Examination    16

4.5 Notice of Termination    17

4.6 As-Is Contribution; Acquisition Release    18

5. CONDITIONS TO CLOSING    19

5.1 Of Acquisition    19

5.2 Of Cousins    21

6. CLOSING    22

7. PRORATIONS, CREDITS, CLOSING COSTS AND POST CLOSING PAYMENT OBLIGATIONS    23

7.1 Prorations and Credits    23

7.2 Closing Costs for T100 Property    26

7.3 Closing Costs for T200 Property    27

7.4 Survival    27

8. CONVEYANCES AND DELIVERIES AT CLOSING    27

8.1 Sale and Contribution Conveyance Agreements    27

8.2 Property Owner's and Cousins Other Deliveries    30

8.3 Acquisition's Deliveries    31

8.4 T100 LLC's Deliveries and Ground Lease    32

8.5 T200 LLC's Deliveries    32

9. REPRESENTATIONS AND WARRANTIES    33

9.1 Representations and Warranties of Cousins    33

9.2 Modifications, Reaffirmation at Closing    39

9.3 Survival    39

9.4 Acquisition's Representations and Warranties    40

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10. COUSINS' COVENANTS    41

10.1 No Alteration of Title    41

10.2 Standard of Operation and Maintenance    41

10.3 Approved New Leases and Modifications to Existing Leases    41

10.4 Insurance    42

10.5 Notice of Property Matters    42

10.6 Representations and Warranties    42

10.7 Termination at Closing of Affiliate Management and Leasing

Agreements    43

10.8 Unrecorded Contractual Agreements Regarding Residential

Components of Terminus    43

10.9 Amendments to Declarations/REAs    43

10.10 Amendments to Bond Documents and Existing Loan Documents    43

10.11 Indemnity Regarding Lawsuit    43

11. NOTICES    44

12. CASUALTY AND CONDEMNATION    45

12.1 Casualty    45

12.2 Condemnation    45

12.3 Survival    46

13. NO BROKERS    46

14. DEFAULT AND REMEDIES    46

14.1 Default on or Prior to Closing    46

14.2 Default Subsequent to Closing; Liability and Limitation of Liability    47

14.3 Survival    48

15. GENERAL PROVISIONS    48

15.1 Execution Necessary    48

15.2 Counterparts    48

15.3 Successors and Assigns    48

15.4 Entire Agreement    48

15.5 Time is of the Essence    48

15.6 Governing Law    48

15.7 Survival    48

15.8 Further Assurances    49

15.9 Exclusive Application    49

15.10 Partial Invalidity    49

15.11 Interpretation    49

15.12 Waiver of Rights    49

15.13 No Implied Waiver    49

15.14 Attorney's Fees    50

15.15 Exhibits and Schedules    50

15.16 Confidentiality    50

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15.17 Jury Trial    50

15.18 Reporting    51

15.19 Publicity    51

15.20 Joint and Several Liability    51

15.21 Survival    51

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LIST OF EXHIBITS AND SCHEDULES

EXHIBIT TITLE

A.	List of Properties and Legal Description of Land: Schedule 1: Terminus 100 and Parking Component Schedule 2: Terminus 200
B.	Commission Agreements: Schedule 1: T100 Property Schedule 2: T200 Property
C.	Existing Loan Documents – T100 Property
D.	Description of Ground Leases
E.	Leasing Information: Schedule 1: List of Leases and Guaranties for T100 Property Schedule 2: Security Deposits for T100 Property Schedule 3: Prepaid Rent for T100 Property Schedule 4: List of Leases and Guaranties for T200 Property Schedule 5: Security Deposits for T200 Property Schedule 6: Prepaid Rent for T200 Property
F.	Form of Trademark Assignment
G.	Escrow Agreement
H.	Operating Agreements: Schedule 1: T100 Property Schedule 2: T200 Property
I.	Personal Property: Schedule 1: T100 Property Schedule 2: T200 Property
J.	Bond Documents: Schedule 1: T100 Property Schedule 2: T200 Property
K.	Tenant Estoppel Certificate Form
L.	Form of T100 MOA Amendment
M.	Form of T200 MOA Amendment
N.	Reserved
O.	Schedule of Outstanding Tenant Concessions
P.	Schedule of Unpaid Commissions
Q.	Assignment of Ground Lease

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R.	Bill of Sale
S.	Assignment and Assumption of Subleases
T.	Assignment of Operating Agreements
U.	Notices of Transfer: Schedule 1: To Tenants Schedule 2: To Operating Agreement Parties
V.	General Assignment
W.	Assignment of Bond Documents
X.	Owner's Affidavit
Y.	Reserved
Z.	Reaffirmation of Representations Schedule 1: Property Owner Schedule 2: Acquisition
AA.	Form of Assignment of Domain Names
BB.	Non-Foreign Affidavit
CC.	Georgia Residency Certificate
DD.	Representations Exceptions Schedule
EE.	Transfer and Assignment of Bond
FF.	Receipt for Bond
GG.	Certificate Designating Authorized Lessee Representatives
HH.	Home Office Payment Agreement
II.	Opinion of Counsel (to Authority and Trustee)
JJ.	Officer's Certificate / Assignor of Bond
KK.	Officer's Certificate / Assignee of Bond
LL.	Letter to Authority and Trustee
MM.	Endorsements

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SALE AND CONTRIBUTION AGREEMENT

THIS SALE AND CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of February 4, 2013 (the "Effective Date"), by and among COUSINS PROPERTIES INCORPORATED, a Georgia corporation ("Cousins"), 3280 PEACHTREE I LLC, a Georgia limited liability company ("3280-I"), 3280 PEACHTREE III LLC, a Georgia limited liability company ("3280-III"), and TERMINUS ACQUISITION COMPANY LLC, a Delaware limited liability company ("Acquisition").

RECITALS:

A.3280-I is a wholly owned subsidiary of Cousins and is the owner of a leasehold interest in the T100 Property (as such term is defined in this Agreement).

B.3280-III is a wholly owned subsidiary of Cousins and is the owner of a 20% membership interest in MSREF/Cousins Terminus 200 LLC, a Delaware limited liability company ("Cousins/MSREF LLC"), which is the owner of a leasehold interest in the T200 Property (as such term is defined in this Agreement).

C.3280-III entered into a Membership Interest Purchase Agreement dated December 7, 2012, as amended by Amendment No. 1 to Membership Interest Purchase Agreement dated January 30, 2013 (the "T200 MIPA"), with MSREF VII Global U.S. Holdings (FRC) L.L.C., a Delaware limited liability company ("MS"), to acquire MS's 80% interest in Cousins/MSREF LLC, and 3280-III has assigned the right to acquire a 1% interest in Cousins/MSREF LLC to Cousins Real Estate Corporation, a Georgia corporation ("CREC"), so that 3280-III will own 99% of the Cousins/MSREF LLC membership interests and CREC will own 1% of the Cousins/MSREF LLC membership interests.

D.Cousins and Acquisition are entering into this Agreement to outline the terms by which 3280-I, Cousins/MSREF LLC and Acquisition will become the members of "Venture" (as that term is defined in this Agreement) and by which Venture will become the sole member of T100 LLC and T200 LLC.

In consideration of the promises, covenants, representations and warranties set forth in this Agreement, the sum of One Hundred Dollars ($100.00) and other good and valuable consideration in hand paid by each Party to the other on the execution of this Agreement, the receipt and sufficiency of which are acknowledged by each Party, the Parties agree as follows:

1.Definitions. Wherever used in this Agreement, the following terms will have the meanings set forth below:

"Acquiring Entity" is defined in Section 7.1.

"Acquisition Express Representations and Warranties" means the representations and warranties of Acquisition set forth in this Agreement.

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"Acquisition Related Parties" means any partner, shareholder, officer, director, employee, agent, contractor, person or other representative acting or purporting to act on behalf of Acquisition or any Affiliate of Acquisition.

"Acquisition's Representatives" means Acquisition's officers, employees, agents, advisors, representatives, attorneys, accountants, consultants, lenders, investors, contractors, architects and engineers.

"Additional Acquisition Investment" is defined in Section 3.

"Affiliate" means with respect to any Person, (i) any Person who directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with such Person, or (ii) any Person in which such Person has a fifty percent (50%) or more direct or indirect beneficial interest (whether an initial, residual or contingent interest) or as to which such Person, directly or indirectly, serves as a managing member, general partner, trustee or in a similar fiduciary or management capacity.

"Agreement" means this Sale and Contribution Agreement with respect to the Assets.

"Approved New Lease" is defined in Section 10.3.

"Assets" means all of the Properties in the aggregate, as described on Exhibit A; the Assets include, with respect to each Property, the Real Property, the Leases, the Guaranties, the Security Deposits, the Operating Agreements, the Personal Property, the Declarant Rights, the Ground Leases, the Bonds, the Intangible Property and the Residual Rights applicable to each such Property.

"Assignment of Parking Agreements with AmeriPark" means the agreement in which Cousins assigns its interest under the Parking Agreements with AmeriPark, Inc.

"Associations" means collectively, the (i) Terminus Master Condominium Association, Inc. and (ii) City Center Property Owners Association, Inc.

"Authority" means The Development Authority of Fulton County, Georgia.

"Bonds" means collectively, the T100 Bond and the T200 Bond.

"Business Day" means any day other than a Saturday, Sunday or other day on which banking institutions in the State of Georgia or the State of New York are authorized by law or executive action to close.

"Car Wash Operating Agreement" means that certain Operating Agreement dated April 2, 2012 by and between 3280-I and Transportation Group LLC, DBA AES Executive Services.

"City Center Declaration" means that certain Amended, Modified and Restated Declaration of Covenants, Conditions and Restrictions; Easements, Restrictions, Development Agreement; and Modification of Easements, Covenants, Conditions, Restrictions and Other Agreements, dated August 13, 1999, among Hotel Owner, the City Center Association, and BRE/Atlanta L.L.C., a

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Delaware limited liability company, recorded on January 18, 2000, in Deed Book 28389, Page 285, Fulton County, Georgia records,  as amended by, inter alia,  (i) that certain First Amendment to Amended, Modified and Restated Declaration of Covenants, Conditions and Restrictions; Easements, Restrictions, Reservations and Grant of Development Rights in Limited Warranty Deed; Off-Site Development Agreement; and Modification of Easements, Covenants, Conditions, Restrictions and Other Agreements between and among 3280 I LLC, 3280 Peachtree II LLC and HMC HT LLC, dated May 27, 2005, recorded in Deed Book 40116, Page 620, aforesaid records, (ii) that certain Second Amendment to Amended, Modified and Restated Declaration of Covenants, Conditions and Restrictions; Easements, Restrictions, Reservations and Grant of Development Rights in Limited Warranty Deed; Off-Site Development Agreement; and Modification of Easements, Covenants, Conditions, Restrictions and Other Agreements by and between 3280 I LLC and HMC HT LLC, dated May 18, 2006, recorded on May 22, 2006 in Deed Book 42620, Page 541, aforesaid records, (iii) that certain Third Amendment to Amended, Modified and Restated Declaration of Covenants, Conditions and Restrictions; Easements, Restrictions, Reservations and Grant of Development Rights in Limited Warranty Deed; Off-Site Development Agreement; and Modification of Easements, Covenants, Conditions, Restrictions and Other Agreements by and among 3280 I LLC, Hotel Owner, P&L City Center, LLC  and the Realm Master Association, dated as of December 6, 2007, recorded on December 7, 2007 in Deed Book 46064, Page 394, aforesaid records, and (iv) that certain Fourth Amendment to Amended, Modified and Restated Declaration of Covenants, Conditions and Restrictions; Easements, Restrictions, Reservations and Grant of Development Rights in Limited Warranty Deed; Off-Site Development Agreement; and Modification of Easements, Covenants, Conditions, Restrictions and Other Agreements by and among 3280 I LLC, HMC HT, LLC, City Center Property Owners Association, Inc., and Terminus Master Condominium Association, Inc., dated as of December 14, 2012, recorded on December 14, 2012 in Deed Book 52016, Page 656, aforesaid records.

"Closing" means the consummation and closing of the Transaction.

"Closing Date" means February 6, 2013 for the T100 Closing, and February 7, 2013 for the T200 Closing.

"Commission Agreements" is defined in Section 9.1(M). When the term "Commission Agreements" is used by implication in connection with a single Property, the term "Commission Agreements" will be a reference only to the Commission Agreements applicable to such Property.

"Condemnation Proceeding" means any proceeding in condemnation, eminent domain or any conveyance in lieu against any portion of the Assets.

"Condo Declaration" means that certain Declaration of Condominium for Terminus®, A Master Condominium recorded on October 1, 2007, in Deed Book 45763, Page 506, as amended by that certain Amendment to Declaration of Condominium for Terminus®, a Master Condominium recorded on June 4, 2008, in Deed Book 46822, Page 218 and as re-recorded on July 28, 2009 in Deed Book 47025, Page 291, and as further amended by that certain Second Amendment to the Declaration of Condominium for Terminus®, a Master Condominium recorded December 14, 2012 in Deed Book 52016, Page 608, all in Fulton County, Georgia records.

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"Control" means, when used with respect to any specified Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or other beneficial interest, by contract or otherwise; and the terms "Controlling" and "Controlled" have the meanings correlative to the foregoing.

"Cousins' Express Representations and Warranties" means the express representations and warranties of the Cousins Parties contained in this Agreement.

"Cousins/MSREF LLC" is defined in the Recitals and will include its successor by name change (as is contemplated in Section 2.3).

"Cousins Related Parties" means any partner, shareholder, officer, director, employee, agent, contractor, person or other representative acting or purporting to act on behalf of Cousins, 3280-I, 3280-III, CREC or any Affiliate of Cousins.

"Cousins Parties" means collectively, Cousins, 3280-I, 3280-III and CREC. Following the time of the acquisition by 3280-III and CREC of the membership interests of MSREF in Cousins/MSREF LLC, "Cousins Parties" will include Cousins/MSREF LLC.

"Cousins POC" means Cousins POC I LLC.

"Crescent POC" means Crescent POC Investors, L.P.

"Declarant Rights" meanscollectively,the rights and powers of (x) "Declarant" pursuant to the City Center Declaration, the Condominium Declaration, the Supplemental Declaration, and the Residential Supplemental Declaration, and (y) "Class B Member" pursuant to the City Center Declaration.

"Domain Names" means terminusbuckhead.com, terminusgallerywalk.com, terminus rewards.com, terminus-atlanta.com, gallerywalkatterminus.com, and terminusatlanta.com.

"Domain Names Assignment" means the document attached as Exhibit AA.

"Due Diligence Deadline" means the deadline expiring upon the execution and delivery of this Agreement.

"Due Diligence Material" is defined in Section 15.16.

"Earnest Money" is defined in Section 2.2.

"Effective Date" means the date on page 1 of this Agreement.

"Environmental Law" means any law, ordinance, rule, regulation, order, judgment, injunction or decree relating to pollution or substances or materials which are considered to be hazardous or toxic, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Clean Water Act, the Toxic Substances Control Act, the Emergency

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Planning and Community Right to Know Act, any state and local environmental law, all amendments and supplements to any of the foregoing and all regulations and publications promulgated or issued relative to the foregoing.

"Escrow Agent" means Fidelity National Title Insurance Company.

"Escrow Agreement" means the escrow agreement entered into on the Effective Date of this Agreement among Cousins 3280-I, 3280-III, Acquisition and Escrow Agent governing the Earnest Money.

"Estimated Free Rent Credit" shall have the meaning ascribed to such term in the T200 MIPA.

"Existing Indebtedness" means the loan in the current principal amount of $135,767,338.05 made by Existing Lender to 3280-I with respect to the T100 Property.

"Existing Lender" means, as to the T100 Property, The Northwestern Mutual Life Insurance Company, a Wisconsin corporation.

"Existing Loan Documents" means the documents and instruments entered into in connection with the Existing Indebtedness.

"Existing Survey" means that certain ALTA/ACSM Land Title Survey prepared by TerraMark Professional Land Surveying, Inc. under project no. 2004-115, dated October 6, 2007, revised December 20, 2010 and further revised January 30, 2013.

"General Assignment" means the document attached as Exhibit V.

"Ground Leases" means the lease agreements entered into by 3280-I with the Authority on December 1, 2006 and September 28, 2007, respectively.

"Guaranties" means the guaranties associated with the Leases, including the guaranties identified in Exhibit E and any new guaranties delivered with Approved New Leases pursuant to Section 10.3.

"Hazardous Substances" means any and all pollutants, contaminants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is now or may in the future be restricted, prohibited or penalized under any Environmental Law (including, without limitation, lead paint, asbestos, urea formaldehyde foam insulation, petroleum, petroleum products, and polychlorinated biphenyls).

"Improvements" means the buildings, structures (surface and subsurface) and other improvements owned (or leased from the Authority pursuant to the Ground Leases) by the applicable Property Owner now or at Closing situated on or attached to any parcel of the Land. Notwithstanding the foregoing, however, when the term "Improvements" is used by implication in connection with

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a single Property, the term "Improvements" will be a reference only to the Improvements applicable to such Property.

"Initial Acquisition Investment" is defined in Section 3.

"Intangible Property" means the intangible property, if any, owned by Property Owner and related to the Land and Improvements, including without limitation, Property Owner's rights and interests, if any, in and to the following (to the extent assignable): (i) all assignable plans and specifications and other architectural and engineering drawings for the Land, Improvements and any future improvements; (ii) all assignable warranties or guaranties given or made with respect to the Improvements or Personal Property; (iii) all transferable consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely related to the Land or Improvements; (iv) all of Property Owner's right, title and interest in and to all assignable Operating Agreements; and (v) all of Property Owner's right, title and interest in the Project Name, including the rights to the domain name for the Property. Notwithstanding the foregoing, however, when the term "Intangible Property" is used by implication in connection with a single Property, the term "Intangible Property" will be a reference only to the Intangible Property applicable to the intangible property associated with such Property.

"Land" means those tracts or parcels of land described on Schedule A-1 and Schedule A-2 to Exhibit A. Notwithstanding the foregoing, however, when the term "Land" is used by implication in connection with a single Property, the term "Land" will be a reference only to the Land applicable to such Property.

"Lease" and "Leases" means the leases with the tenants identified in Exhibit E, and any Approved New leases entered into pursuant to Section 10.3 of this Agreement. Notwithstanding the foregoing, however, when the term "Lease" or "Leases" is used by implication in connection with a single Property, the term "Lease" or "Leases" will be a reference only to the Lease or "Leases" applicable to such Property.

"Management Agreements" means collectively, the Management Agreement to be executed by Cousins (or its Affiliate) and T100 LLC with respect to the T100 Property and the Management Agreement to be executed by Cousins (or its Affiliate) and T200 LLC with respect to the T200 Property, each in the form to be agreed on by the parties to this Agreement.

"Monetary Objection" or "Monetary Objections" means (a) any mortgage, deed to secure debt, deed of trust or similar security instrument encumbering all or any part of the Assets (other than the Existing Loan Documents), (b) any monetary lien (unless resulting from any act or omission of Acquisition or any of its agents, contractors, representatives or employees or any tenant of the Assets), and (c) the lien of ad valorem real or personal property taxes, assessments and governmental charges affecting all or any portion of the Assets which are delinquent.

"New Financing" means that certain loan in the principal amount of $82,000,000.00 to be made by Existing Lender to T200 LLC.

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"New Financing Documents" means the documents and instruments to be executed in connection with the New Financing.

"Ongoing Lawsuit" is defined in Section 10.11.

"Operating Agreements" means the agreements described on Exhibit H relating to the repair, maintenance or operation of the Land, Improvements or Personal Property. Notwithstanding the foregoing, however, when the term "Operating Agreements" is used by implication in connection with a single Property, the term "Operating Agreements" will be a reference only to the Operating Agreements applicable to such Property.

"Parking Agreements with AmeriPark"means collectively, (i) that certain Parking Management Agreement dated November 26, 2006 by and between Cousins and AmeriPark, Inc. and (ii) that certain Valet Parking Agreement dated November 26, 2006 by and between Cousins and AmeriPark, Inc., as amended by that certain First Amendment to Valet Parking Agreement dated May 8, 2009 by and between Cousins and AmeriPark, Inc.

"Parking Operating Agreement" means that certain Second Amended and Restated Combined Parking Facilities Operating Agreement effective as of January 1, 2011, by and between 3280-I and Cousins/MSREF LLC.

"Parking Component" means that portion of the T100 Property consisting of a multi-level parking structure and retail space within the Land described on Schedule A-1 to Exhibit A.

"Party" means either Cousins, 3280-I, 3280-III or Acquisition, as the context may require.

"Permitted Exceptions" means, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable, (b) the Leases and the Ground Leases, (c) the T100 Bond Documents and the T200 Bond Documents, and (d) such other easements, restrictions and encumbrances of record as of the Effective Date that Acquisition has not objected to in accordance with Section 4.4. Under no circumstance will Monetary Objections constitute Permitted Exceptions except for the Existing Loan Documents, which are Permitted Exceptions.

"Person" means any individual, corporation, partnership, limited liability company, association, trust or other entity or organization.

"Personal Property" means all fixtures and fittings, furniture (including common area furnishings and interior landscaping items), carpeting, draperies, appliances, personal property (excluding any computer software which either is licensed to Property Owner or which Property Owner deems proprietary), machinery, apparatus and equipment owned by Property Owner and currently used exclusively in the operation, repair and maintenance of the Land and Improvements and situated on the Land, if any, including, without limitation, the items described on Exhibit I, and all books, records, budgets and files (excluding any appraisals, strategic plans for the Asset, internal analyses, information regarding the marketing of the Assets for sale, submissions relating to Property Owner's obtaining of trust, corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the

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possession or control of Property Owner or Property Owner's asset manager which Property Owner reasonably deems proprietary) relating to the Land and Improvements. The Personal Property does not include any property owned by tenants, contractors or licensees, and will be conveyed subject to depletions, replacements and additions in the ordinary course of business. With respect to the T200 Property, the Personal Property includes the Sculpture. Notwithstanding the foregoing, however, when the term "Personal Property" is used by implication in connection with a single Property, the term "Personal Property" will be a reference only to the Personal Property applicable to the Improvements located on such Property.

"POC Contract" is the Purchase and Sale Agreement dated the date hereof by and between Crescent POC and Cousins POC.

"Project Name" means the Property Owner's right, title, and interest, if any, in the names of each of the Properties set forth on Exhibit A. Notwithstanding the foregoing, however, when the term "Project Name" is used by implication in connection with a single Property, the term "Project Name" will be a reference only to the Project Name applicable to the Improvements located on such Property.

"Property" means the Real Property, the Ground Leases, the Leases, the Security Deposits, the Operating Agreements, the Personal Property and the Intangible Property. Notwithstanding the foregoing, however, when the term "Property" is used by implication in connection with a single parcel or group of parcels of Land as identified in Schedule A-1 and Schedule A-2 of Exhibit A, the term "Property" will be a reference only to such Property.

"Property Owner" means either 3280-I or Cousins/MSREF LLC, and when the term "Property Owner" is used it will be a reference only to the Property owned by such Property Owner.

"Purchase Price" is defined in Section 2.3J.

"REA" means that certain Reciprocal Easement Agreement and Termination of Grant of Easement dated as of September 30, 2004, and recorded in Deed Book 38572, Page 158 and as amended by First Amendment to Reciprocal Easement Agreement and Termination of Grant of Easement dated August 15, 2007, and recorded in Deed Book 45557, Page 528, all in Fulton County, Georgia records.

"Real Property" means the Land and the Improvements located on the Land, including, without limitation, (a)  all easements appurtenant to the Land, (b) all mineral, oil and gas rights, riparian rights, water rights, sewer rights and other utility rights allocated to the Land, (c) all right, title and interest, if any, of the owner of the Land in and to any and all strips and gores of land located on or adjacent to the Land, (d) all right, title and interest of the owner of the Land in and to any roads, streets and ways, public or private, open or proposed, in front of or adjoining all or any part of the Land and serving the Land, and (e) all rights to development of the Land granted by governmental entities having jurisdiction over the Land. When the term "Real Property" is used by implication in connection with a single Property, the term "Real Property" will be a reference only to the Real Property applicable to such Property.

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"Representations Exceptions Schedule" means the exceptions to the representations and warranties set forth on Exhibit DD.

"Residential Supplemental Declaration" means that certain Supplemental Declaration of Easements, Covenants, Conditions and Restrictions for Residential Component #1 and Residential Component #2 of Terminus^®, a Master Condominium, by 3280 Peachtree I LLC, dated as of December 20, 2012, recorded in Deed Book 52050, page 295, Fulton County, Georgia records.

"Residual Rights" means any other rights, title and interest, if any, in and to the Properties and the Intangible Property held by any of the Cousins Parties or any of their respective Affiliates.

"Sculpture" is defined in Section 8.1I.

"Sculpture Agreement" is defined in Section 8.1I.

"Security Deposits" mean the security deposits actually held by a Property Owner with respect to the Leases.

"Survey" or "Surveys" means current as‑built plats of surveys of the Land to be obtained by Cousins for the benefit of Acquisition, T100 LLC, T200 LLC and the Venture prepared for and certified by a registered land surveyor licensed as such in the state in which the Properties are located.

"Supplemental Declaration" means that certain Supplemental Declaration of Easements, Covenants, Conditions and Restrictions for Terminus 100, Terminus 200 and 10 Terminus Place Condominium by 3280 Peachtree I LLC, dated as of April 23, 2007, recorded in Deed Book 45763, page 312; as amended by First Amendment to Supplemental Declaration of Easements, Covenants, Conditions and Restrictions for Terminus 100, Terminus 200 and 10 Terminus Place Condominium, dated as of December 6, 2007, recorded in Deed Book 46064, page 446; as further amended by Second Amendment to Supplemental Declaration of Easements, Covenants, Conditions and Restrictions for Terminus 100, Terminus 200 and 10 Terminus Place Condominium dated November 15, 2012, recorded in Deed Book 52017, page 1, all in Fulton County, Georgia Records.

"T100 Access Agreement" means the Access Agreement for the T100 Property dated December 11, 2012 between 3280-I and Acquisition, as amended.

"T100 Bond" means the Development Authority of Fulton County Taxable Revenue Bonds (Terminus Project) Series 2006A, dated December 27, 2006, numbered R-1.

"T100 Bond Documents" means all of the documents and instruments executed in connection with the T100 Bond that will be binding on the Property or any Acquiring Entity following the Closing.

"T100 Closing" means the date of the contribution by 3280-I of the T100 Property to Venture and the sale by 3280-I of a 50% interest in Venture for the Initial Acquisition Investment as contemplated in Section 2.3.

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"T100 Contribution Documents" means the conveyance documents to be executed and/or delivered by the Property Owner pursuant to Article 8.

"T100 LLC" means Terminus Venture T100 LLC, a to be formed Delaware limited liability company whose sole member will be Venture and which will own the T100 Property.

"T100 LLC Agreement" means Terminus Venture T100 LLC, a to be formed Delaware limited liability company whose sole member will be Venture and which will own the T100 Property.

"T100 MOA Amendment" means the Second Amendment to Memorandum of Agreement Regarding Lease Structure and Valuation of Leasehold Interest, by and among T100 LLC, 3280 I, the Authority, and the Fulton County Board of Assessors, substantially in the form attached as Exhibit L.

"T100 Property" means the 654,781 square foot office building known as Terminus 100 and the shared parking structure (defined as the Parking Component in this Agreement) located on the Land described on Schedule A-1 to Exhibit Aand all Property related thereto.

"T200 Access Agreement" means the Access Agreement between 3280-III and Acquisition dated December 11, 2012, as amended.

"T200 Bond" means the Development Authority of Fulton County Taxable Revenue Bonds (Terminus Project) Series 2006B, dated May 5, 2010, numbered R-4.

"T200 Bond Documents" means all of the documents and instruments executed in connection with the T200 Bond which will be binding on the Property or any Acquiring Entity following the Closing.

"T200 Closing" means the date of the contribution by Cousins/MSREF LLC of the T200 Property to Venture and the date of the Additional Acquisition Investment.

"T200 Contribution Documents" means the conveyance documents to be executed and/or delivered by the Property Owner pursuant to Article 8.

"T200 LLC" is defined in the recitals.

"T200 LLC Agreement" is defined in Section 2.3.

"T200 MIPA"means the agreement described in recital C on Page 1 of this Agreement.

"T200 MOA Amendment" means the First Amendment to Memorandum of Agreement Regarding Lease Structure and Valuation of Leasehold Interest, by and among T200 LLC, 3280 I, the Authority, and the Fulton County Board of Assessors, substantially in the form attached as Exhibit M.

"T200 Property" means the 565,984 square foot office building known as Terminus 200 on the Land described in Schedule A-2 to Exhibit A and all Property related thereto.

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"Taxes" is defined in Section 7.1.A.

"Tenant Concessions" means any out-of-pocket payments required under the Leases to be paid by the landlord to or for the benefit of the tenants which is in the nature of a tenant inducement, including specifically, but without limitation, tenant improvement costs, lease buyout payments, and moving, design, and refurbishment allowances and costs. The term "Tenant Concessions" does not include loss of income resulting from any free rental period, it being understood and agreed that Property Owner bears the loss resulting from any free rental period until the Closing Date and that the Acquiring Entity (as hereinafter defined) bears such loss from and after the Closing Date.

"Tenant Estoppels" means the estoppel certificates executed by the tenants under the Leases.

"Tenant Estoppel Certificate Form" means the estoppel certificate in the form set forth on Exhibit K.

"Tenant Estoppel Requirement" means Tenant Estoppels executed by eighty percent (80%) of the tenants under the Leases with respect to a Property (and such percentage will be calculated on a rentable square footage basis of the Improvements so leased).

"Term Sheet" is defined in Section 2.1.

"Title Commitment" means, for each Property, the commitment of the Title Company to issue the Title Policy.

"Title Company" means First American Title Insurance Company.

"Title Policy" means, for each Property, the full coverage, standard, revised ALTA Owner's Policy of Title Insurance, issued by the Title Company.

"Total Acquisition Investment" means the Initial Acquisition Investment and the Additional Acquisition Investment.

"Trademark Assignment" means the agreement in the form attached as Exhibit F to be executed by Cousins and Venture.

"Transaction" means the conveyance and formation transactions contemplated by this Agreement.

"Trustee" means The Bank of New York Mellon (f/k/a The Bank of New York Trust Company, N.A.).

"UCC Certifications" means Uniform Commercial Code and other relevant searches from the State and County (or City, as the case may be) in which the Land is located, and in which the Property Owners maintain its chief executive office or its principal business office.

"Venture" means Terminus Office Holdings LLC, a Delaware limited liability company.

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"Venture Agreement" is defined in Article 2.

2.Background Statement; Earnest Money; Formation and Transfer Documentation. The formation of Venture, T100 LLC and T200 LLC, and the investment of the Acquisition Investment and the contribution of the Assets will be on the following terms and conditions:

2.1Background Statement. Cousins and Acquisition entered into a Term Sheet executed by them on December 11, 2012 which outlines the general terms of the Transaction (the "Term Sheet"). This Agreement supersedes and replaces the Term Sheet. As provided in Section 5.2.D., 3280-III's obligation to cause Cousins/MSREF LLC to convey the T200 Property is conditioned on performance by MS of its obligation to convey to 3280-III MS's membership interest in Cousins/MSREF LLC. As provided in Article 6, the obligations of each of the Cousins Parties and Acquisition under this Agreement are conditioned on the simultaneous closing of the acquisition by Cousins or its Affiliate of the property subject to the POC Contract. Pursuant to the T100 Access Agreement and the T200 Access Agreement, Acquisition has commenced and is continuing its due diligence with respect to the Properties. The Transaction is to be effected over a two (2) day closing; however, on February 6, 2013 (being the day of the T100 Closing), all documents and funds required for the T200 Closing will be delivered in escrow such that the T200 Closing will occur on February 7, 2013 at 9:00 a.m., Eastern Time, and will not be subject to any conditions precedent other than the T100 Closing having occurred on February 6, 2013. All funds for the T100 Closing will remain in escrow until the T200 Closing, and funds will be released for both Closings simultaneously.

2.2Earnest Money. Acquisition has delivered to Escrow Agent $2,000,000.00 (the "Earnest Money") to secure Acquisition's obligations under this Agreement as provided in Article 14. Any interest and other income earned from time to time on the Earnest Money will be earned for the account of Acquisition, and will be a part of the Earnest Money. The Earnest Money will only be refundable if Acquisition terminates this Agreement (i) as provided in Section 4.4.C. for failure to cure a title defect, (ii) as provided in Section 5.1 and Article 6 in the event a condition precedent to Acquisition's obligations to close is not satisfied or otherwise waived in writing by Acquisition, (iii) in the event of a default by any of the Cousins Parties as provided in Article 14, (iv) in the event of a termination for a casualty or condemnation as provided in Article 12, or (v) in accordance with any other provision contained herein which explicitly provides such right to Acquisition. In the event Acquisition is entitled to the Earnest Money pursuant to the terms of this Agreement, Escrow Agent will pay such amount with all accrued interest within five (5) Business Days after Acquisition's written demand for the Earnest Money by wire transfer to the account designated in writing by Acquisition unless Escrow Agent receives notice from Cousins objecting to the disbursement as provided in the Escrow Agreement. Acquisition and Cousins Parties have executed the Escrow Agreement attached as Exhibit G.

2.3Formation. On February 6, 2013 and February 7, 2013, the following actions will occur in the following order:

A.On February 6, 2013, if the same has not previously occurred, 3280-III and CREC will purchase the membership interests of MS in Cousins/MSREF LLC.

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B.On February 6, 2013, if not previously formed, 3280-I will form the Venture, and the Venture will form T100 LLC and T200 LLC.

C.On February 6, 2013, 3280-I will contribute the T100 Property to Venture by a direct assignment of the property interests in the T100 Property to T100 LLC, subject to the Existing Indebtedness.

D.On February 6, 2013, Acquisition will wire transfer to Escrow Agent, in immediately available funds, the sum of $34,741,330.98 (which together with the Earnest Money equals the Initial Acquisition Investment of $36,741,330.98) and will acquire a 50% interest from 3280-I in Venture. The funds will be held by the Escrow Agent, for the benefit of the Cousins Parties, to be released to the Cousins Parties (to the account or accounts directed by Cousins Parties) at 9:00 am on February 7, 2013 at the time the documents and funds for the T200 Closing are released as provided below. 3280-I will assign its rights to receive these funds to an exchange agent as provided in Section 2.4 below.

E.On February 6, 2013, all closing documents and deliveries for the transfer of the T200 Property by direct assignment of the property interests from Cousins/MSREF LLC to T200 LLC as contemplated in this Agreement will be executed by Cousins/MSREF LLC and delivered to the Title Company with an effective date of February 7, 2013, with written instructions from the Cousins Parties and Acquisition confirming that Title Company is irrevocably authorized and directed to release those documents to the appropriate parties on February 7, 2013 at 9:00 a.m., Eastern Time.

F.On February 6, 2013, Acquisition will wire transfer to Escrow Agent, in immediately available funds, the sum of $75,425,292.00 as the Additional Acquisition Investment with written instructions that Escrow Agent is, on satisfaction of all conditions set forth in any joint escrow instructions from Cousins and Acquisition, irrevocably authorized and directed to release the funds at 9:00 Eastern time on February 7, 2013 as follows (i) in the amount of $74,552,780.97 to Wells Fargo to pay the existing T200 indebtedness to Wells Fargo in full, and (ii) the balance to the Cousins Parties as they direct.

G.On February 6, 2013, following Acquisition's purchase of a 50% interest in Venture from 3280-I, 3280-I, Cousins/MSREF LLC and Acquisition will execute an Amended and Restated Limited Liability Agreement for Venture in the form agreed to by Cousins Parties and Acquisition.

H.On February 6, 2013, Cousins and JPM will cause all documents and funds required under the POC Contract to be delivered in escrow with written instructions to release the documents and funds at the same time and pursuant to the same escrow instructions as set forth in Section 2.3.F, above.

I.On February 7, 2013 the T200 Property will be contributed to Venture by a direct assignment of the property interests to T200 LLC, subject to the existing debt with Wells Fargo in the amount of $74,552,780.97 and such loan will be paid in full from the proceeds of the Additional Acquisition Investment.

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J.On February 7, 2013, Escrow Agent will release $75,425,292.00 to Venture on behalf of Acquisition.

K.On February 7, 2013 Venture will pay $74,552,780.97 to Wells Fargo in satisfaction of the existing T200 Loan as provided in F above.

L.On February 7, 2013, Venture will distribute $872,511.03 to Cousins/MSREF LLC as a reimbursement of preformation expenditures pursuant to Treas. Reg §1.707-4(d).

M.On February 7, 2013, Cousins/MSREF will distribute $8,725.00 to CREC and $863,786.03 to 3280-III.

N.The Cousins Parties and Acquisition will execute and file on a timely basis all other agreements, instruments and filings deemed necessary or desirable to secure compliance with all applicable laws, including filings with the Secretary of State of the State of Delaware and such local filings as Acquisition and Cousins may deem necessary or desirable.

O.The Cousins Parties and Acquisition will execute the Sale and Contribution Closing Statement on February 6, 2013 effective as of February 7, 2013.

P.The Venture will endeavor to cause T200 LLC to obtain the New Financing effective as of February 7, 2013; provided, however, closing of the New Financing will not be a condition precedent to the consummation of the Transaction.

Q.On February 7, 2013, Cousins/MSREF LLC will change its name to Cousins Terminus LLC.

R.Acquisition will make the Total Acquisition Investment in Venture on the dates and in the amounts pursuant to the terms of Article 3. The Total Acquisition Investment is equal to 50% of the values of the T100 Property and the T200 Property agreed upon by Acquisition and Cousins. For certain purposes in this Agreement the values below are referenced to as the "Purchase Price" of the Assets:

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(i) T100 Property:	$	209,250,000.00
Less Existing Indebtedness    (estimated as of the Effective Date)	$	(135,767,338.05	)
Net Purchase Price	$73,482,661.95
(ii) T200 Property	$164,000,000.00
Less, the Free Rent Credit	(13,149,416.000$)
Less, if obtained, the New Financing (estimated principal amount)	$—
Total Purchase Price (subject to adjustment as provided in this Agreement)	$150,850,584.00

The Venture Agreement will direct the Total Acquisition Investment to be distributed on February 7, 2013, in accordance with the terms of this Agreement.

Cousins and Acquisition will cooperate in good faith and prepare an allocation of the Purchase Price (including, without duplication, any assumed liabilities) for federal income tax purposes using an acceptable methodology, which in the case of parking will be based on the net income of the Parking Component relative to the net income of the other portions of the Property, it being understood that in no event will an amount in excess of 10% of the Purchase Price be allocated for such purposes to property other than real property. Cousins and Acquisition will, and will cause the Venture to, report the transactions contemplated in this Agreement and in the Venture Agreement on all tax returns and filings in accordance with such allocations (including for purposes of calculating depreciation and other tax attributes in future years). Cousins will cause the allocation of purchase price under the T200 MIPA to be consistent with the allocation of the Purchase Price with respect to the T200 Property as determined pursuant to this Section 2.3.R. The provision of this Section 2.3.R will survive the Closing.

S.On February 7, 2013, all documents and funds will be released by the Title Company and the Escrow Agent, as applicable, at 9:00 a.m. Eastern Time pursuant to the terms of the POC Contract and the joint escrow instructions from Cousins and Acquisition.

2.4Tax Deferred Exchange by 3280-I. 3280-I desires to effect the transaction in a manner so as to qualify as a like-kind exchange under Internal Revenue Code Section 1031, and the associated regulations. Accordingly, Acquisition agrees to use reasonable efforts to accommodate 3280-I in effectuating a like-kind exchange pursuant to Section 1031 of the Code provided however, that (a) such exchange will not delay or otherwise adversely affect the Closing, (b) 3280-I will indemnify, save and hold harmless Acquisition and the Venture of, from and against any such loss, cost, damage, tax, expense or adverse consequence (including

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attorneys' fees) incurred by Acquisition in connection with such exchange, (c) all documents to be executed by Acquisition in connection with such exchange will be subject to the approval of Acquisition, and will expressly state, without qualification, that such party (x) is acting solely as an accommodating party to such exchange, (y) will have no liability with respect to the exchange, and (z) is making no representation or warranty that the transactions qualify as a tax-free exchange under Section 1031 of the Code or any applicable state or local laws, (d) in no event will Acquisition be obligated to acquire any property or otherwise be obligated to take title, or appear in the records of title, to any property in connection with such exchange, and (e) in no event will Acquisition, the Venture or any subsidiary of either party, be obligated to execute any note, contract, or other document providing for any personal liability.

2.5No Tax Deferred Exchange by Acquisition. The Cousins Parties and Acquisition acknowledge and agree that the purchase described in Section 2.3.D of this Agreement and the use of the Additional Acquisition Investment described in Section 2.3.I of this Agreement (which use of the Additional Acquisition Investment will constitute the contribution by Acquisition to the Venture of such amounts) will not, with respect to Acquisition, be part of a like-kind exchange under Internal Revenue Code Section 1031, and the associated regulations. Accordingly, the Parties will report, and cause the Venture to report, the Transaction in conformity with the preceding sentence on all federal and state income tax returns. This Section 2.5 will survive the Closing.

3.Acquisition Investment. Acquisition will deliver funds for the Total Acquisition Investment in the amounts set forth in Section 2.3, in immediately available funds by wire transfer to the Escrow Agent on February 6, 2013. The Total Acquisition Investment is subject to adjustment for (i) the actual outstanding principal amount of the Existing Indebtedness for the T100 Property to the extent it differs from the amount reflected in Section 2.3, (ii) if obtained at Closing, the actual outstanding principal amount of the New Financing for the T200 Property to the extent it differs from the amount reflected in Section 2.3, and (iii) the prorations and credits made pursuant to Article 7 and as set forth on the Sale and Contribution Closing Statement.

4.Acquisition's Due Diligence and Inspections.

4.1Delivery and Review of Property Documents. Cousins has made available, and will continue to make available, to Acquisition copies of the Due Diligence Material as Acquisition reasonably requires and will make originals of the Due Diligence Materials as Acquisition reasonably requires available for its inspection.

4.2Inspection Rights. Until Closing, Cousins will provide Acquisition and Acquisition's Representatives with access to the Properties. The terms of the T100 Access Agreement and the T200 Access Agreement govern Acquisition's access to the Properties.

4.3Intentionally Omitted.

4.4Title and Survey Examination. The Cousins Parties will provide Acquisition with a Title Commitment, UCC Examinations and Surveys with respect to the Properties prior to the Due Diligence Deadline.

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A.Title and Survey Objections. Acquisition will have until the Due Diligence Deadline to notify the Cousins Parties in writing (the "First Title Notice") of any objections Acquisition has to any exceptions to title disclosed in the Title Commitment or any matters revealed by the Existing Survey. If Acquisition fails to deliver the First Title Notice on or before the Due Diligence Deadline, then such failure will constitute a waiver of such right to object to matters existing as of the Effective Date, or shown on the Existing Survey, as applicable; but Cousins will nevertheless have the obligation to remove and cure at or prior to Closing any and all Monetary Objections, unless the same arise by, through or under Acquisition. At any time after the First Title Notice and prior to the Closing Date, Acquisition may give written notice of objections to exceptions to title first disclosed to Acquisition in writing by an update to the Title Commitment or first appearing of record after the effective date of the Title Commitment or on any update to the Existing Survey (each, a "Subsequent Title Notice").

B.Cure of Title Matters. If Acquisition has given the First Title Notice or any Subsequent Title Notice, the Cousins Parties will have the right, but not the obligation (unless otherwise expressly set forth below in this subparagraph), until the Closing Date to attempt to cure any exceptions to title to which Acquisition objects; provided however, that the Cousins Parties will not be under any obligation to pay any amounts or to bring any action or proceeding or to otherwise incur any expense in order to effect the cure of any such exceptions to title, except that the Cousins Parties will have an obligation to pay any amount required to cure a Monetary Objection. The Cousins Parties may effect cure of any Monetary Objections at Closing by payment from the proceeds otherwise constituting the Purchase Price of the Asset.

C.Acquisition's Right To Terminate. If any such objection in title of which the Cousins Parties have been so notified on a timely basis is not cured on or before the Closing Date, then Acquisition may terminate this Agreement by written notice to the other Parties at or prior to Closing and the Escrow Agent shall promptly return the Earnest Money to Acquisition, in which event no Party to this Agreement will have any further rights, obligations or liabilities under this Agreement except to the extent that any right, obligation or liability set forth in this Agreement expressly survives termination of this Agreement; provided, however, a failure to cure any Monetary Objection will be deemed a default by the Cousins Parties under this Agreement and Acquisition will be entitled to the rights and remedies described in Section 14.1.

D.Title Policy Approval. At Closing, and as a condition to Acquisition's obligation to close, the Title Company shall issue to T100 LLC and T200 LLC ALTA title policies (including the endorsements listed on Exhibit MM, each in a form reasonably acceptable to Cousins Parties and Acquisition) in the amount of the Purchase Price for each Property insuring that leasehold title in the applicable Property and fee simple title to the Improvements is vested in each such entity, subject only to the Permitted Exceptions. After approval of the form of the Title Commitment by Acquisition on or prior to the Due Diligence Deadline and cure of any title or survey matters pursuant to the preceding paragraphs of this Section 4.4, Acquisition will be entitled to request that the Title Company provide such further endorsements (or amendments) to the Owner's Title Policy as Acquisition may reasonably require, however, Acquisition's obligations under this Agreement will not be conditioned upon Acquisition's ability to obtain such endorsements, and the Closing will not be delayed as a result of Acquisition's request.

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4.5Notice of Termination. If, at or prior to the Due Diligence Deadline, Acquisition has not delivered to Cousins a notice to terminate this Agreement, Acquisition will be deemed to have accepted the condition of the Properties (subject to compliance with the representations, warranties and covenants of this Agreement, and the conditions set forth in this Agreement), and after such date will have no right to terminate this Agreement on account of such due diligence termination right. If Acquisition terminates this Agreement at or prior to the Due Diligence Deadline, the Earnest Money will be refunded to Acquisition and no Party will have any further rights, obligations or liabilities under this Agreement except to the extent that any right, obligation or liability set forth in this Agreement expressly survives termination of this Agreement.

4.6As-Is Contribution; Acquisition Release. Acquisition acknowledges (i) that Acquisition has entered into this Agreement with the intention of making and relying on its own investigation or that of Acquisition's own consultants and representatives with respect to the physical, environmental, economic and legal condition of the Assets (other than the representations and warranties contained in this Agreement and/or in any document delivered at Closing pursuant to this Agreement), and (ii) that Acquisition is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be executed and delivered at the Closing, made (or purported to be made) by a Property Owner or anyone acting or claiming to act on a Property Owner's behalf. Acquisition will inspect the Assets and will be fully familiar with their physical condition and, subject to the terms and conditions of this Agreement, will acquire its interest in the Assets in an "as is" condition, "with all faults," on the Closing Date (other than the representations and warranties contained in this Agreement and/or in any document delivered at Closing pursuant to this Agreement).

NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE EXECUTED AND DELIVERED AT THE CLOSING, COUSINS PARTIES HAVE NOT MADE AND DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO ACQUISITION WHATSOEVER, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, WITH RESPECT TO THE ASSETS, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR USE, OR WITH RESPECT TO THE VALUE, PROFITABILITY OR MARKETABILITY OF THE ASSETS. ACQUISITION ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE EXECUTED AND DELIVERED AT THE CLOSING, COUSINS PARTIES HAVE NOT MADE, DO NOT AND WILL NOT MAKE ANY REPRESENTATION OR WARRANTY WITH REGARD TO THE CONDITION OR COMPLIANCE OF THE ASSETS WITH RESPECT TO ANY ENVIRONMENTAL PROTECTION, HUMAN HEALTH, SAFETY, OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO THOSE PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE, MANAGEMENT, OR DISPOSAL OF ANY TOXIC OR HAZARDOUS SUBSTANCES, HAZARDOUS WASTE OR TOXIC, REGULATED SUBSTANCES, INCLUDING WITHOUT LIMITATION PETROLEUM PRODUCTS, ASBESTOS, LEAD-BASED PAINT AND OTHER

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SUBSTANCES. ACQUISITION IS PURCHASING ITS INTEREST IN THE ASSETS IN AN "AS IS" CONDITION, "WITH ALL FAULTS" AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF ANY OF THE COUSINS PARTIES, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE EXECUTED AND DELIVERED AT THE CLOSING.

Subject to the terms of the immediately succeeding sentence, in reliance on the truth and accuracy of the representations and warranties made by the Cousins Parties in Article 9 of this Agreement, to the fullest extent permitted by law, Acquisition, on behalf of the Acquisition Related Parties, unconditionally waives and releases each of the Cousins Parties, and Cousins/MSREF LLC and their respective partners, beneficial owners, officers, directors, shareholders and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Assets or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Assets or any adjacent property prior to or after the date of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Venture, T100 LLC, T200 LLC and any Acquisition Related Party will each have the right to implead or otherwise seek joinder of the applicable Property Owner with respect to any claims brought against T100 LLC or T200 LLC, as applicable, by a third party unaffiliated with an Acquisition Related Party relating to Hazardous Substances disposed of or released in, on or under the Land and/or Improvements during the applicable Property Owner's period of ownership of the Asset for which T100 LLC or T200 LLC or any Affiliate of either entity, as applicable, is liable under any statute concerning liability for contamination by Hazardous Substances.

The terms and provisions of this Section 4.6 will survive Closing.

5.Conditions to Closing.

5.1Of Acquisition. In addition to the conditions in Article 6, the obligation of Acquisition to consummate the Closing will be further subject to the satisfaction at or prior to Closing of the following conditions precedent all of which will be deemed satisfied on the consummation of the Closing by Cousins and Acquisition. The failure of Cousins to obtain the consents and estoppels outlined in B, C, D, F, and K (other than from 3280-I) will in no event be a default by Cousins. In the event that the conditions have not been satisfied by the Closing Date (other than due to a default or breach by Acquisition), Acquisition will be entitled to terminate this Agreement and the Escrow Agent will promptly return the Earnest Money to Acquisition; provided, however, that if any of the conditions have not been satisfied due to the default or breach by any of the Cousins Parties, then Acquisition shall be entitled to the rights and remedies described in Section 14.1:

A.Accuracy of Representations; No Default. All of Cousins' Express Representations and Warranties contained in this Agreement will be true in all material respects (without regard to any knowledge qualification) on the Closing Date with the same effect as if they

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had been made on the Closing Date, except as modified in a manner permitted by this Agreement, and the Cousins Parties will have complied in all material respects with and performed in all material respects all covenants of the Cousins Parties under this Agreement.

B.Tenant Estoppels. Tenant Estoppels must be executed by such number of the tenants as is necessary to comply with the Tenant Estoppel Requirement. The Cousins Parties will endeavor in good faith (but without obligation to incur any material cost or expense) to obtain and deliver to Acquisition the Tenant Estoppels prior to Closing. Each Tenant Estoppel must (i) be substantially in the form attached as Exhibit K; provided, however, if a tenant's Lease provides for a different form of estoppel, the Cousins Parties will initially deliver to such tenant a Tenant Estoppel Certificate Form, but if the tenant will only sign an estoppel in the form required by such Lease, then such estoppel form will be sufficient to satisfy the requirements set forth in this Section 5.1(B) so long as such form contains substantially the same provisions as the Tenant Estoppel Certificate Form, (ii) be dated within thirty (30) days prior to the Closing Date, (iii) confirm the material terms of the applicable Lease, as contained in the copies of the Leases obtained by or delivered to Acquisition, (iv) confirm the absence of any material defaults under the applicable Lease as of the date of the certificate, and (v) be consistent with the Cousins' Express Representation and Warranties.

C.Existing Lender Approval and Estoppel. 3280-I will (i) obtain the written consent of Existing Lender to the assumption and amendment of the Existing Loan Documents by T100 LLC in a form reasonably approved by Acquisition and 3280-I, and (ii) obtain and deliver to T100 LLC at Closing an estoppel certificate executed by the Existing T100 Lender in a form reasonably acceptable to Acquisition (the "Existing Lender Estoppel") dated no earlier than thirty (30) days prior to Closing. The Existing Lender Estoppel must not indicate any material defaults or material discrepancies from the Existing Loan Documents or the Cousins' Express Representations and Warranties. T100 LLC will assume and agree to pay the Existing T100 Loan in accordance with the respective terms of the Existing T100 Loan Documents in the form required by Existing Lender and reasonably approved by Cousins and Acquisition.

D.Consents from Authority and Trustee. Cousins must obtain the written consent of the Authority and the Trustee to the assignment of the Ground Leases, and of the execution and delivery of the assignment of the T100 Bond Documents and the T200 Bond Document by each Property Owner. At Closing, the original bond will be delivered by the Acquiring Entity to the Trustee requesting that a replacement Bond be issued in the name of the Acquiring Entity.

E.Acquisition of Interests of MS in T200 Property/Loan Payoff. 3280-III and CREC, as its assignee, must acquire the membership interests of MS in Cousins/MSREF LLC prior to (or simultaneous with) the Closing.

F.Ground Lessor Estoppel. The Cousins Parties will deliver to Acquisition at or prior to Closing an estoppel certificate executed by the lessor under the Ground Leases in a form reasonably acceptable to Acquisition (the "Ground Lessor Estoppel") dated no earlier than thirty (30) days prior to Closing. The Ground Lessor Estoppel must not indicate any

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material defaults or material discrepancies from information set forth in the Ground Leases or the Cousins' Express Representations and Warranties.

G.City Center Declaration Estoppel. The Cousins Parties will deliver to Acquisition at or prior to Closing an estoppel certificate executed by 3280-I in its capacity as "Declarant" under the City Center Declaration in a form reasonably acceptable to Acquisition (the "City Center Declaration Estoppel") dated no earlier than thirty (30) days prior to Closing. The City Center Declaration Estoppel must not indicate any material defaults or material discrepancies from information set forth in the City Center Declaration or in the Cousins' Express Representations and Warranties.

H.Supplemental Declaration Estoppel. The Cousins Parties will deliver to Acquisition at or prior to Closing an estoppel certificate executed by 3280-I in its capacity as "Declarant" under the Supplemental Declaration in a form reasonably acceptable to Acquisition (the "Supplemental Declaration Estoppel") dated no earlier than thirty (30) days prior to Closing. The Supplemental Declaration Estoppel must not indicate any material defaults or material discrepancies from information set forth in the Supplemental Declaration or in the Cousins' Express Representations and Warranties.

I.Condo Declaration Estoppel. The Cousins Parties will deliver to Acquisition at or prior to Closing an estoppel certificate executed by (a) 3280-I in its capacity as "Declarant" under the Condo Declaration, and (b) the Terminus Master Condominium Association, Inc. in a form reasonably acceptable to Acquisition (the "CondoDeclaration Estoppel") dated no earlier than thirty (30) days prior to Closing. The Condo Declaration Estoppel must not indicate any material defaults or material discrepancies from information set forth in the Condo Declaration or in the Cousins' Express Representations and Warranties.

J.Parking Operating Agreement Estoppel. The Cousins Parties will deliver to Acquisition at or prior to Closing an estoppel certificate executed by 3280-I in a form reasonably acceptable to Acquisition (the "Parking Operating AgreementEstoppel") dated no earlier than thirty (30) days prior to Closing. The Parking Operating Agreement Estoppelmust not indicate any material defaults or material discrepancies from information set forth in the Parking Operating Agreement or in the Cousins' Express Representations and Warranties.

K.REA Estoppels. The Cousins Parties will deliver to Acquisition at or prior to Closing separate estoppel certificates executed by (a) 3280-I, (b) Regent Tower Holdings, LLC and (c) Tower Place, L.P., each in a form reasonably acceptable to Acquisition (collectively, the "REAEstoppels") dated no earlier than thirty (30) days prior to Closing. The REA Estoppels must not indicate any material defaults or material discrepancies from information set forth in the REA or in the Cousins' Express Representations and Warranties.

5.2Of Cousins. In addition to the conditions set forth in Article 6, the obligation of the Cousins Parties to consummate the Closing will be further subject to the satisfaction at or prior to Closing of the following conditions precedent all of which will be deemed satisfied on the consummation of the Closing by Cousins and Acquisition. In the event that the conditions have not been satisfied by the Closing Date (other than due to the default or

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breach by any of the Cousins Parties), the Cousins Parties will be entitled to terminate this Agreement and the Escrow Agent shall promptly return the Earnest Money to Acquisition; provided, however, if the conditions have not been satisfied due to the default or breach by Acquisition, then the Cousins Parties shall be entitled to the rights and remedies described in Section 14.1:

A.Accuracy of Representations; No Default. All of the warranties and representations of Acquisition contained in this Agreement will be true in all material respects (without regard to any knowledge qualification) on the Closing Date with the same effect as if they have been made on the Closing Date, except as modified in a manner permitted by this Agreement, and Acquisition will have complied in all material respects with and performed in all material respects all covenants of Acquisition under this Agreement.

B.Consents from Authority and Trustee. Cousins must obtain the written consent of the Authority and the Trustee to the assignment of the Ground Leases, and of the execution and delivery of the assignment of the T100 Bond Documents and T200 Bond Documents by each Property Owner.

C.Consents from Existing Lender for T100 Property. 3280-I must obtain the consent of the Existing Lender to the assumption of the Existing Indebtedness by T100 LLC as provided in 5.1.C. above.

D.Acquisition of Interests of MS in T200 Property. 3280-III and CREC as its assignee must acquire the membership interests of MS in Cousins/MSREF LLC prior to (or simultaneous with) the Closing.

6.Closing. The T100 Closing will be consummated on February 6, 2013 and the T200 Closing will be consummated on February 7, 2013 as outlined in Section 2.3. The Parties agree to cooperate with one another to effect an escrow closing with the documents to be executed by each Party to be delivered to Title Company or to another mutually acceptable escrow agent on or prior to February 5, 2013, so as to obviate the need for the representatives of the Parties to attend the Closing. It is expressly understood and agreed that the closing of the POC Contract will occur with an effective date of February 7, 2013, and that the Closing under this Agreement is specifically contingent upon the closing of the T200 MIPA occurring prior to the T100 Closing. If either the POC Contract or the T200 MIPA is terminated, then the parties to this Agreement will have the rights and remedies set forth in this Article 6.

The obligations of Crescent POC Investors, L.P. set forth in Section 2.6(b) of the POC Contract are incorporated in this Agreement as the covenants and obligations of 3280-I under this Agreement as if set out in full in this Section 6.

In connection with any termination of the POC Contract, if the closing of the POC Contract is not consummated on account of (1) a breach or default by Cousins POC, the Cousins Parties shall be deemed to be in default under this Agreement and Acquisition shall be entitled to the rights and remedies described in Section 14.1 or (2) a breach or default by Crescent POC, Acquisition shall be deemed to be in default under this Agreement and the Cousins Parties shall be entitled to the

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rights and remedies described in Section 14.1. If the closing of the POC Contract is not consummated on account of (1) the failure of a condition precedent under the POC Contract benefitting either party thereto that has not been waived (but excluding any condition precedent on account of a breach or default by a party to the POC Contract), or (2) the exercise of any termination option expressly set forth in the POC Contract (but excluding any termination option on account of a breach or default by a party to the POC Contract), including, for example, a termination option resulting from a casualty or condemnation, such failure to consummate the closing of the POC Contract shall be deemed to be a failure of a condition precedent to the obligations of the Parties under this Agreement but shall not be deemed to be a default by any Party under this Agreement and, Escrow Agent shall promptly return the Earnest Money to Acquisition and, following such return, and, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, the Parties will have no further rights or obligations under this Agreement.

If the closing of the T200 MIPA is not consummated on account of (1) the failure of a condition precedent under the T200 MIPA benefitting 3280-III (not related to a breach or default by MS), or (2) the exercise of any termination option expressly set forth in the T200 MIPA (not related to a breach or default by 3280-III or MS and excluding the Convenience Termination Right, as such term is defined in the POC Contract), including, for example, a termination option resulting from a casualty or condemnation and provided that, in each case, the termination option did not arise as a result of a breach by Cousins Parties of its obligation to obtain Acquisition's consent to any material amendment or modification to the T200 MIPA as provided in Section 2.6(b) of the POC Contract, such failure to consummate the closing under the T200 MIPA shall be deemed to be a failure of a condition precedent to the obligations of the Parties under this Agreement but shall not be deemed to be a default by any Party under this Agreement and Escrow Agent shall promptly return the Earnest Money to Acquisition and, following such return, and, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, the Parties will have no further rights or obligations under this Agreement.  If the closing of the T200 MIPA is not consummated and such failure to consummate arises out of any of the following (x) 3280-III being in breach or default under the T200 MIPA, or (y) the Cousins Parties having failed to obtain Acquisition's consent to any material amendment or modification to the T200 MIPA, or (z) 3280-III having exercised the Convenience Termination Right, then, in each case, the Cousins Parties shall be deemed to be in default under this Agreement and Acquisition shall be entitled to the rights and remedies described in Section 14.1. If the closing under the T200 MIPA is not consummated on account of a default or breach by MS under the T200 MIPA, such failure to consummate the closing under the T200 MIPA shall be deemed to be a failure of a condition precedent to the obligations of Cousins Parties and Acquisition under this Agreement but shall not be deemed to be a default by Cousins Parties and Acquisition under this Agreement and the Earnest Money will be disbursed in accordance with Section 2.6(d) of the POC Contract.

The provisions of this Article 6 will survive the Closing or earlier termination of this Agreement.

7.Prorations, Credits, Closing Costs and Post Closing Payment Obligations.

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7.1Prorations and Credits. The items in this Section 7.1 will be prorated or credited, as specified, between Property Owner and the acquiring entity (i.e., T100 LLC or T200 LLC, as the case may be, the "Acquiring Entity") as of 11:59 p.m. of the day prior to Closing, so that Property Owner receives all income and pays all expenses through the day prior to the Closing Date, and the Acquiring Entity receives all income and pays all expenses from and after the Closing Date. The Total Acquisition Investment will be increased or decreased on the Closing Date, as the case may be, by the agreed upon prorations and credits:

A.Taxes; Indemnity Regarding Tax Abatement. All general and special real estate taxes and assessments imposed by any governmental authority ("Taxes") for the year in which the Closing occurs will be prorated as of the Closing Date. If the Closing occurs prior to the receipt of the tax bill for the calendar year or other applicable tax period in which the Closing occurs, Taxes will be prorated for such calendar year or other applicable tax period based upon the prior year's tax bill.

Cousins agrees to indemnify and hold Acquisition harmless from and against any actual increase in ad valorem real estate taxes for the Property that Acquisition may suffer or incur as a member of the Venture which is due to an increase in ad valorem real estate taxes for the Property during the term of the Ground Leases that is solely the result of a written determination by the Authority under the Memorandum of Understanding Regarding Lease Structure and Valuation of Leasehold Interest dated December 21, 2006 (as amended), and the Memorandum of Understanding Regarding Lease Structure and Valuation of Leasehold Interest dated September 20, 2007 (as amended), with respect to the Ground Leases (collectively, the "MOUs") that the Cousins Parties have failed to satisfy their respective obligations under the MOUs.  The foregoing indemnity will not apply to any tax increase to the extent recoverable against tenants of the Property. The provisions of this paragraph will survive the Closing.

B.Reproration of Taxes. If applicable, following Closing and within thirty (30) days after receipt of final bills for Taxes, the Cousins Parties will prepare and present a calculation of the reproration of such Taxes based upon the actual amount of such Taxes for the year in which the Closing occurs. The parties will make the appropriate adjusting payment between them within thirty (30) days after presentment of the calculation and appropriate back-up information. In addition, if Taxes are appealed for 2013, Property Owner will be entitled to its proportionate share of any refund or reduction in Taxes (after deduction by the Acquiring Entity of their actual third party costs of the appeal), and the Parties will again reprorate Taxes, as applicable, when the appeal is finalized.

C.Rents and Other Income. Rents and any other amounts paid to Property Owner by the tenants will be prorated as of the Closing Date and be adjusted against the Purchase Price for the Asset on the basis of a schedule which will be prepared by the Cousins Parties and delivered to Acquisition for review and approval prior to Closing. All rents, additional rent, percentage rent, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments under the Leases received as of the Closing Date will be prorated. Property Owner will retain rent payments paid by tenants and which are

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attributable to the period through the day prior to the Closing Date. Property Owner will retain operating expense payments paid by tenants and applicable to those expenses paid or payable by Property Owner through the day prior to the Closing Date for which Property Owner is entitled to reimbursement under the Leases (including, without limitation, Taxes and charges for appeals relating to Taxes to the extent permitted under the Leases and insurance). The expenses will be reasonably estimated if not ascertainable as of the Closing Date. The expenses will be readjusted as provided in Section 7.1.G. below when actual amounts are determined. The Cousins Parties will cause each Property Owner to pay to the Acquiring Entity, upon receipt, any rents or other payments by tenants under their respective Leases that apply to periods from and after the Closing or expenses incurred after Closing but which are received by Property Owner after Closing. Cousins and Acquisition will cause the Acquiring Entity to pay to Property Owner, upon receipt, any rents or other payments by tenants under their respective Leases that apply to periods prior to Closing or expenses incurred by Property Owner prior to Closing but which are received after Closing, after having applied any such rents or payments to sums owing with respect to the period after the Closing. It is understood and agreed that the Acquiring Entity will not be legally responsible for the collection of any rents or other charges payable with respect to the Leases which are delinquent or past due as of the Closing Date; but Cousins and Acquisition will cause the Acquiring Entity to send monthly notices for a period of one (1) year in an effort to collect any rents and charges not collected as of the Closing Date.

To the extent there are any payments made to or by a Property Owner under any Permitted Exceptions (or any recorded documents that benefit the Land) (for example, reciprocal easement agreements or other cost-sharing agreements) such amounts will be appropriately prorated between Property Owner and the Acquiring Entity.

D.Percentage Rents. Percentage rents, if any, collected by Property Owner from any tenant under such tenant's Lease for the percentage rent accounting period in which the Closing occurs will be prorated as of the Closing Date, as, if, and when received by the Acquiring Entity. Property Owner's pro rata share will be an amount equal to the total percentage rentals paid for such percentage rent accounting period under the applicable Lease multiplied by a fraction, the numerator of which will be the number of days in such accounting period prior to Closing and the denominator of which will be the total number of days in such accounting period.

E.Tenant Concessions; Leasing Commissions. The Acquiring Entity will receive a credit against the Purchase Price in the aggregate amount of $152,602.66 for those Tenant Concessions remaining unpaid at Closing as set forth on Exhibit O, and the Acquiring Entity will assume the obligation to perform the obligations relative to all Tenant Concessions set forth on Exhibit O (whether or not the Acquiring Entity receives a credit) and to pay such amounts remaining payable after Closing. Tenant Concessions which become due and payable as a result of any renewal or extensions or expansions of existing Leases executed after the Effective Date and under any Approved New Leases will be prorated, based on the actual number of days elapsed following the rent commencement date of such renewal or extension or expansion of such existing Lease or such Approved New Lease.

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The Acquiring Entity will not receive a credit against the Purchase Price for any leasing commissions or brokerage fees remaining unpaid at Closing as set forth on Exhibit P, and the Acquiring Entity will assume the obligation to pay such amounts remaining payable after Closing. All leasing commissions and brokerage fees which become due and payable as a result of any renewal or extensions or expansions of existing Leases executed after the Effective Date and under any Approved New Leases shall be prorated, based on the actual number of days elapsed following the rent commencement date of such renewal or extension or expansion of such existing Lease or such Approved New Lease.

F.Security Deposits. The Acquiring Entity will receive at Closing a credit for all Security Deposits held by Property Owner under the Leases. Property Owner will, at Property's Owner's expense, assign to the Acquiring Entity any letters of credit held as Security Deposits under the Leases.

G.Utilities; Operating Expenses; Year End Reconciliation. Property Owner will cooperate to transfer utilities to the Acquiring Entities' names effective as of the Closing in a manner so as to avoid any interruption of utilities. The parties will request all utility suppliers to read the utility meters so that the final bill is issued to Property Owner with charges through the day prior to Closing and Property Owner will be responsible for all utility charges through the day prior to Closing and the Acquiring Entity will be responsible for all utility charges from and after the day of Closing. Personal property taxes (if any), installment payments of special assessment liens, sewer charges, and normally prorated operating expenses actually paid or payable by Property Owner as of the Closing Date will be prorated as of the Closing Date. Within ninety (90) days after the Closing, a further adjustment will be made for such expenses which may have accrued or been incurred prior to the Closing Date, but which were not paid as of the Closing Date. In addition, within ninety (90) days after the close of the fiscal year(s) used in calculating the pass-through to tenants of operating expenses and/or common area maintenance costs under the Leases (where such fiscal year(s) include(s) the Closing Date), the Acquiring Entity will prepare year-end reconciliation statements and submit them for Property Owner's review and reasonable approval. All rents and income prorated pursuant to this Section 7.1 as well as all expenses prorated pursuant to this Section 7.1 will be re-prorated on a fair and equitable basis based on the reconciliation statements. The Acquiring Entity will pay any amount owed to Property Owner within one hundred twenty (120) days after the close of the fiscal year or, as applicable, Property Owner will pay any amounts owed to the Acquiring Entity within such time period.

H.Ground Leases. It is acknowledged that payments by the tenant under the Ground Leases and payments received under the Bonds will not be prorated as of the Closing Date as the terms of the existing Home Office Payment Agreement obviates the need to make such payments (as they are equal and payable by the same party).

I.Existing Indebtedness. Interest payable on the Existing Indebtedness will be prorated on the Closing Date. Additionally, 3280-I will receive a credit at Closing for any amounts in any cash reserve accounts being transferred for the benefit of T100 LLC.

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7.2Closing Costs for T100 Property. 3280-I will pay the following closing costs, fees, charges and expenses in regard to this Agreement and the consummation of the T100 Property Transaction: (a) any transfer, stamp or recording tax due in connection with the T100 Property, (b) one half of any escrow agent fees (if any are charged in connection with this Transaction), and (c) except as provided below, the Cousins Parties' attorneys and consultant's fees. Acquisition will pay the following closing costs, fees, charges and expenses in regard to this Agreement and the consummation of the T100 Property Transaction: (a)  one half of any escrow agent fees (if any are charged in connection with this Transaction), and (b) except as provided below, Acquisition's attorneys' and consultant's fees. Venture will pay (a) any loan transfer fees and costs (including lenders' attorneys' fees) with respect to the assumption by T100 LLC of the Existing Indebtedness, (b) the cost of the Survey, (c) title examination and premium costs, (d) all costs and recording charges due on recordation of any documents, any (e) any third party costs or expenses incurred in connection with obtaining the consents and estoppels required to be obtain pursuant to Article 5. Other closing costs will be paid in accordance with local Atlanta custom.

7.3Closing Costs for T200 Property. Cousins/MSREF LLC will pay the following closing costs, fees, charges and expenses in regard to this Agreement and the consummation of the T200 Property Transaction: (a) 50% of any transfer, stamp or recording tax due in connection with the T200 Property, (b) except as provided below, the Cousins Parties' attorneys' and consultant's fees, and (c) any fees, charges and expenses incurred in connection with the T200 loan payoff. Acquisition will pay the following closing costs, fees, charges and expenses in regard to this Agreement and the consummation of the T200 Property transaction: (a)  50% of any transfer, stamp or recording tax due in connection with the T200 Property, and (b) except as provided below, Acquisition's attorneys' and consultant's fees. Venture will pay (a) the cost of the Survey, (b) title examination and premium costs, (c) any escrow agent fees (if any are charged in connection with this Transaction), (d) all costs and recording charges due on recordation of any documents, (e) any third party costs or expenses incurred by the Parties in connection with obtaining the consents and estoppels required to be obtain pursuant to Article 5 and (f) any third party costs incurred in connection with the New Financing. Other closing costs will be paid in accordance with local Atlanta custom.

Upon Closing, the Venture will reimburse the Cousins Parties and Acquisition for all attorneys fees incurred in connection with the negotiation of the Venture Agreement, the Management Agreements and the documents relating to the Existing Indebtedness and the New Financing.

7.4Survival. The provisions of this Article 7 will survive the Closing.

8.Conveyances and Deliveries at Closing. In addition to the documents to be delivered at Closing pursuant to Article 2, the following conveyances and deliveries will be made at Closing:

8.1Sale and Contribution Conveyance Agreements. The Cousins Parties will cause each Property Owner to deliver or cause to be delivered to the Acquiring Entity (T100 LLC or T200 LLC as applicable), (which will be duly executed and delivered):

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A.Assignment of Ground Lease. For each Property, an Assignment and Assumption of Ground Lease in the form of Exhibit Q, subject only to the Permitted Exceptions.

B.Bill of Sale. For each Property, a Bill of Sale in the form of Exhibit R, for the Personal Property.

C.Assignment of Subleases. For each Property, an Assignment and Assumption of Subleases in the form of Exhibit S (the "Assignment of Subleases"), to which will be attached a true, correct and complete list of all Leases and, if applicable, any Commission Agreements.

D.Assignment of Operating Agreements and General Assignment. For each Property, an Assignment and Assumption of Operating Agreements, in the form of Exhibit T (the "Assignment of Contracts") and a General Assignment in the form of Exhibit V.

E.Notices of Assignment and Assumption. A written notice in the form of Schedule 1 to Exhibit U, a copy of which will be sent to each tenant under a Lease (the "Tenant Notice"), and a written notice in the form of Schedule 2 to Exhibit U to each party to an Operating Agreement (the "Contract Notices"), which notices will include, if applicable, a request for a new insurance certificate naming the Acquiring Entity as an additional insured. Additionally, a written notice will be sent to each third party under a Permitted Exception (in a form reasonably acceptable to Acquisition) if a notice of conveyance and/or a notice requesting a new insurance certificate naming the Acquiring Entity as an additional insured is appropriate or required per the terms of the applicable Permitted Exception.

F.Transfer of Permits and Approvals. If applicable, Property Owner will execute all applications and instruments required in connection with the transfer of all Permits and Approvals applicable to a Property, to the extent transferable, in order to transfer the benefits of each such Permit and Approval.

G.Transfer Tax Declaration. If applicable, a duly completed real estate transfer tax declaration or return.

H.Intentionally Deleted.

I.Exterior Art Sculpture. For the T200 Property,Cousins will cause Terminus 200 LLC to enter into an Assignment and Assumption Agreement (the "Sculpture Agreement") with T200 LLC in a form reasonably acceptable to Cousins and Acquisition assigning Terminus 200 LLC's right, title and interest in and to that certain Agreement by and between Cousins and its affiliates and Martin Dawe, CherryLion Studios, Inc. dated January 29, 2008 concerning the exterior art sculpture (the "Sculpture"), as assigned to Terminus 200 LLC pursuant to that certain Assignment and Assumption Agreement dated May 5, 2010.

J.Assignments of Declarant Rights. For each of the City Center Declaration, the Supplemental Declaration, the Condo Declaration, and the Residential Supplemental Declaration, an Assignment of Declarant Rights (collectively, the "Assignments of

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Declarant Rights"), each in a form reasonably acceptable to Cousins and Acquisition, assigning to T-100 LLC all rights and powers of 3280-I (x) as "Declarant" under the City Center Declaration, the Supplemental Declaration, the Condo Declaration, and the Residential Supplemental Declaration, as applicable, and (y) as "Class B Member" under the City Center Declaration. Additionally, the Cousins Parties will send any notices required to be sent to third parties advising them of the Assignments of Declarant Rights pursuant to the City Center Declaration, the Supplemental Declaration, the Residential Supplemental Declaration, and the Condo Declaration, as applicable. The Assignment of Declarant Rights for the Residential Supplemental Declaration is also an amendment to that document, and the form has been agreed to by Cousins and Acquisition.

K.Assignment of Appointed City Center Property Owner Rights. An Assignment of Appointed City Center Property Owner Rights (the "Assignment of Appointed City Center Property Owner Rights"), in a form reasonably acceptable to Cousins and Acquisition assigning to T-100 LLC all right, title and interest of 3280-I as "Appointed City Center Property Owner" under the REA and such Assignment of Appointed City Center Property Owner Rights will be recorded in compliance with the REA.

L.Assignment of Bond Documents. For each Property, an Assignment, Assumption and Release in the form of Exhibit W (the "Assignment of Bond Documents"). In addition, the applicable Property Owner and Acquiring Entity will effect the following at Closing with respect to the T100 Bond Documents and T200 Bond Documents, respectively.

(i)Property Owner will execute a Transfer and Assignment of Bond in the form of Exhibit EE and the Acquiring Entity will execute the Receipt for Bond in the form of Exhibit FF.

(ii)The Acquiring Entity will execute (for delivery to the Authority) a Certificate Designating Authorized Lessee Representatives in the form of Exhibit GG.

(iii)The Acquiring Entity will execute (for delivery to the Authority and Trustee) a Home Office Payment Agreement in the form of Exhibit HH.

(iv)Property Owner will cause its counsel to execute and deliver to the Authority and the Trustee an opinion of counsel substantially in the form of Exhibit II.

(v)T100 LLC, 3280 I, the Authority and the Fulton County Board of Assessors will, at Closing, execute and deliver the T100 MOA Amendment.

(vi)T200 LLC, 3280 I, the Authority and the Fulton County Board of Assessors will, at Closing, execute and deliver the T200 MOA Amendment.

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(vii)In support of the opinion of counsel in (iv) above, Property Owner and the Acquiring Entity will execute and deliver Officer's Certificates in the form of Exhibit JJ and Exhibit KK, respectively.

(viii)Property Owner will, at Closing, execute and deliver a notice to the Authority and the Trustee substantially in the form of Exhibit LL and will, on the date of Closing, cause the notice to be delivered with the documents referred to in the notice (which will include, with respect to each Property, the original Bond).

M.T100 Loan Documents. With respect to the T100 Property, if required by the Existing Lender in connection with the assumption of the Existing Indebtedness by T100 LLC, a reaffirmation by Cousins of any guarantees and indemnities that are a part of the Existing Loan Documents (and/or any other document reasonably requested by Existing Lender to be executed by Cousins in connection with the assumption of the Existing Indebtedness by T100 LLC) and the documents evidencing the assignment by 3280-I of the Existing Loan Documents and the assumption of the same by T100 LLC as required by Existing Lender and approved by 3280-I and Acquisition as provided in Section 5.2.C. including an Omnibus Assignment, Assumption and Amendment of Loan Documents in a form reasonably approved by Cousins and Acquisition (collectively, the "T100 Loan Assumption Documents").

N.Affidavit of Title. An Owner's Affidavit in the form of Exhibit X.

O.Non-Imputation Affidavit and Endorsement. At Closing, Cousins will execute and deliver to the Title Company a Non‑Imputation Affidavit in a form approved by the Title Company.

P.Reaffirmation. A reaffirmation of the representations, warranties and covenants set forth in Article 9.1 in the form of Schedule 1 to Exhibit Z, to which will be attached a current Representations Exceptions Schedule (which will include a current delinquency report with respect to Leases).

Q.Non-Foreign Affidavit. A certificate in the form of Exhibit BB.

R.Georgia Residency Certificate. A certificate in the form of Exhibit CC as required by O.C.G.A. 48-7-128.

S.Management Agreements. The Management Agreements.

T.Assignment of Parking Operating Agreement. An Assignment of the Parking Operating Agreement (the "Assignment of Parking Operating Agreement") from the Property Owners to T100 LLC and T200 LLC in a form reasonably acceptable to Cousins and Acquisition.

U.Other Instruments. Such other instruments or documents as may be reasonably requested by Acquisition or the Title Company, or reasonably necessary, to effect or carry out the purposes of this Agreement (which instruments or documents shall be subject to

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Cousins' and Property Owner's prior approval, which approval will not be unreasonably withheld or delayed).

8.2Property Owner's and Cousins Other Deliveries. At the Closing, the Cousins Parties will deliver or cause to be delivered the following (which will be duly executed and delivered):

A.Estoppels. Any and all (i) original Tenant Estoppels and (ii) original estoppel certificates received by the Cousins Parties pursuant to this Agreement.

B.Delivery of Keys and Property Documents. With respect to each Property and as applicable, the original Ground Leases, the Commission Agreements, the Existing Loan Documents, the Operating Agreements, the Leases, surveys, site plans, plans and specifications, the original tenant files and other books and records together with all keys to the Assets will remain in the possession of Cousins at Closing but will be the property of T100 LLC and T200 LLC, respectively, at Closing, and the right of possession of those items by Cousins will exist solely under the Management Agreements to be entered into at Closing between Cousins (or its Affiliate) and T100 LLC and T200 LLC, respectively.

C.Evidence of Authority. Evidence that each of the Cousins Parties and Cousins/MSREF LLC has the requisite power and authority to execute and deliver, and perform under, this Agreement and all documents to be signed by each of the Cousins Parties and Cousins/MSREF LLC in connection with this Agreement.

D.Sale and Contribution Closing Statement. The Cousins Partiesand Acquisition will execute a Sale and Contribution Closing Statement (the "Sale and Contribution Closing Statement") which will, among other items, set forth the Total Acquisition Investment, all cash contributions and transfers made by or on behalf of the Cousins Parties, the agreed upon amount of all credits and all prorations against the total Purchase Price (which will increase or decrease the amount of the Total Acquisition Investment, as the case may be), and all disbursements made at Closing on behalf of the Parties.

E.Trademark Assignment. Cousins and Venture will execute the Trademark Assignment in the form attached as Exhibit F.

F.Buckhead Area Transportation Management Association. Promptly following the Closing, Cousins and Acquisition will cause T100 LLC and T200 LLC to become members of the Buckhead Area Transportation Management Association.

G.Assignment of Parking Agreements with Ameripark. An Assignment of Parking Agreements with AmeriPark from Cousins to T100 LLC in a form reasonably acceptable to Cousins and Acquisition.

H.Domain Names Assignment. Cousins and Venture will execute the Domain Names Assignment in the form attached as Exhibit AA.

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8.3Acquisition's Deliveries. At the Closing, Acquisition will deliver or cause to be delivered to Cousins or, as applicable, the Property Owner, the following:

A.Sale and Contribution Closing Statement. An executed counterpart of the Sale and Contribution Closing Statement.

B.Evidence of Authority. Evidence that Acquisition has the requisite power and authority to execute and deliver, and perform under, this Agreement and all documents to be signed at Closing.

C.Reaffirmation. A reaffirmation of the representations, warranties and covenants set forth in Section 9.4 in the form of Schedule 2 to Exhibit Z.

D.Other Instruments. Such other instruments or documents as may be reasonably requested by Cousins or the Title Company, or reasonably necessary, to effect or carry out the purposes of this Agreement (which instruments or documents will be subject to Acquisition's prior approval thereof, which approval will not be unreasonably withheld or delayed).

8.4T100 LLC's Deliveries and Ground Lease. At the Closing, T100 LLC will deliver or cause to be delivered the following counterparts executed by T100 LLC:

A.Assignment of Subleases and Ground Lease and Bond Documents. For the T100 Property, an Assignment and Assumption of Subleases, the Assignment of Ground Lease, the Assignment of Bond Documents, and certain documents referred to in Section 8.1.L.

B.Assignment of Operating Agreements and General Assignments. For the T100 Property, an Assignment and Assumption of Contracts and a General Assignment.

C.Loan Assumption Documents. The T100 Loan Assumption Documents.

D.Management Agreement. The Management Agreement for the T100 Property.

E.Assignments of Declarant Rights. The Assignments of Declarant Rights.

F.Assignment of Appointed City Center Property Owner Rights. The Assignment of Appointed City Center Property Owner Rights.

G.Assignment of Parking Operating Agreement. The Assignment of Parking Operating Agreement.

8.5T200 LLC's Deliveries. At the Closing, T200 LLC will deliver or cause to be delivered the following counterparts executed by T200 LLC::

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A.Assignment of Subleases and Ground Lease and Bond Documents. For the T200 Property, an Assignment and Assumption of Subleases, the Assignment of Ground Lease, the Assignment of Bond Documents, and certain documents referred to in Section 8.1.M.

B.Assignment of Operating Agreements and General Assignment. For the T200 Property, an Assignment and Assumption of Contracts and a General Assignment.

C.Management Agreement. The Management Agreement for the T200 Property.

D.Exterior Art Sculpture. The Sculpture Agreement.

E.Assignment of Parking Operating Agreement. The Assignment of Parking Operating Agreement.

F.New Financing. The New Financing Documents (it being acknowledged and agreed that the closing of the New Financing is not a condition precedent to the consummation of the Transaction).

9.Representations and Warranties.

9.1Representations and Warranties of Cousins. Each of theCousins Parties, makes the following representations and warranties to Acquisition on a joint and several basis.

A.Cousins: Organization, Authorization and Consents. Cousins is a duly organized and validly existing entity under the laws of the State of its formation. Cousins has the right, power and authority to enter into this Agreement. The person executing this Agreement on behalf of Cousins is authorized to do so.

B.Action of Cousins, Etc. Cousins has taken all necessary action to authorize the execution, delivery and performance of this Agreement. On the applicable execution and delivery of this Agreement or any document to be delivered by Cousins on or prior to the Closing, this Agreement and such document will constitute the valid and binding obligation and agreement of Cousins, enforceable against Cousins in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors. Other than as expressly stated in this Agreement, no approvals or consents by third parties are required in order for Cousins to consummate the Transaction contemplated under this Agreement

C.Litigation Proceedings. There is no litigation, claim or proceeding pending or, to Cousins' knowledge, threatened against Cousins which would have a material adverse impact on the Transaction. There is no criminal investigation concerning Cousins which will have a material adverse affect on its ability to perform under this Agreement.

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D.Cousins: No Violations of Agreements. Neither the execution, delivery or performance of this Agreement by Cousins, nor compliance with the terms and provisions of this Agreement, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance on the Property pursuant to the terms of any indenture, deed to secure debt, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which Cousins is bound.

E.3280-I: Organization, Authorization and Consents. 3280-I and Cousins/MSREF LLC are each a duly organized and validly existing entity under the laws of the State of their formation. 3280-I has the right, power and authority to enter into this Agreement. Each of 3280-I and Cousins/MSREF LLC has (or will have, on the satisfaction of any condition expressly set forth in this Agreement) the right, power and authority to convey the T100 Property or the T200 Property, as applicable, in accordance with the terms and conditions of this Agreement. The person executing this Agreement on behalf of 3280-I is authorized to do so.

F.Action of 3280-I, Etc. 3280-I has taken all necessary action to authorize the execution, delivery and performance of this Agreement. On the applicable execution and delivery of this Agreement or any document to be delivered by 3280-I or Cousins/MSREF LLC on or prior to the Closing, this Agreement and such document will constitute the valid and binding obligation and agreement of 3280-I or Cousins/MSREF LLC, as applicable, enforceable against 3280-I or Cousins/MSREF LLC, as applicable, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors. Other than as expressly stated in this Agreement, no approvals or consents by third parties are required in order for 3280-I or Cousins/MSREF LLC to consummate the transactions contemplated under this Agreement.

G.3280-I: No Violations of Agreements. Neither the execution, delivery or performance of this Agreement by 3280-I or Cousins/MSREF LLC, nor compliance with the terms and provisions of this Agreement, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance on the Property pursuant to the terms of any indenture, deed to secure debt, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which 3280-I or Cousins/MSREF LLC is bound.

H.3280-III: Organization, Authorization and Consents. 3280-III is a duly organized and validly existing entity under the laws of the State of its formation. 3280-III has the right, power and authority to enter into this Agreement and, on satisfaction of the conditions expressly stated in this Agreement, to cause Cousins/MSREF LLC to convey the T200 Property in accordance with the terms and conditions of this Agreement. The person executing this Agreement on behalf of 3280-III is authorized to do so.

I.Action of 3280-III, Etc. 3280-III has taken all necessary action to authorize the execution, delivery and performance of this Agreement. On the applicable execution and delivery of this Agreement or any document to be delivered by 3280-III on or prior to the Closing, this Agreement and such document will constitute the valid and binding obligation and agreement of 3280-III, enforceable against 3280-III in accordance with its terms, except as

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enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors. Except as expressly stated in this Agreement, no approvals or consents by third parties are required in order for 3280-III to consummate or to cause Cousins/MSREF LLC to consummate the transactions contemplated under this Agreement

J.3280-III: No Violations of Agreements. Neither the execution, delivery or performance of this Agreement by 3280-III, nor compliance with the terms and provisions of this Agreement, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance on the Property pursuant to the terms of any indenture, deed to secure debt, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which 3280-III is bound.

K.Litigation. Other than as set forth on Exhibit DD, there is no litigation currently pending against Property Owner or the Property, and Property Owner has received no written notice that any investigation, action or proceeding is pending or threatened against Property Owner or the Property. Property Owner has received no written notice that, and has no actual knowledge of, any claim, investigation, action or proceeding is pending or threatened, which (i) if determined adversely to Property Owner or the Property, would materially and adversely affect the use or value of the Property, or (ii) questions the validity of this Agreement or any action taken or to be taken pursuant to this Agreement, or (iii) involves Condemnation Proceedings relating to the Property. To 3280-I's knowledge, there are no judgments unsatisfied against 3280-I. There is no litigation, claim or proceeding pending or, to 3280-I's knowledge, threatened against 3280-I which would have a material adverse impact on the Transaction. There is no criminal investigation concerning 3280-I which will have a material adverse affect on its ability to perform under this Agreement. To 3280-III's knowledge, there are no judgments unsatisfied against 3280-III. There is no litigation, claim or proceeding pending or, to 3280-III's knowledge, threatened against 3280-III which would have a material adverse impact on the Transaction. There is no criminal investigation concerning 3280-III which will have a material adverse affect on its ability to perform under this Agreement.

L.Existing Leases and Guaranties. Other than the Leases with the tenants listed on Exhibit E, there are no agreements (written or oral) in the nature of space leases, license, franchises or occupancy agreements, or any amendments, side letters or other related documents affecting the Property. Exhibit E contains a complete list of all Leases, Guaranties, Security Deposits and prepaid rent. The copies of the Leases and Guaranties delivered or made available to Acquisition are true, correct and complete copies including all amendments. Except as set forth on Exhibit DD, (i) there are no uncured landlord defaults under any of the Leases, (ii) Property Owner has not sent any written notice of default to any tenant under any of the Leases which remains uncured, (iii) there are no monetary defaults by any tenants under any of the Leases or the Guaranties which remains uncured, and (iv) to the Cousins Parties' knowledge, there are no other defaults by any tenants under the Leases which remain uncured. Except as set forth on Exhibit E, no tenant or occupant under any of the Leases has paid any rent for more than one month in advance. No tenant or occupant under the Leases is entitled to any free rent, abatement of rent, Tenant Concession, or to any reimbursement, credit or payment, except as set forth on Exhibit DD.

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Except as set forth on Exhibit DD, Property Owner has completed all required landlord construction obligations under the Leases. Property Owner is the landlord under each of the Leases and has not assigned, mortgaged, pledged, sublet, hypothecated or otherwise encumbered any of its rights or interests under any of the Leases. Except as set forth on Exhibit DD, there are no pending challenges or audits of charges brought by or on behalf of any occupant of the Property. Cousins Parties have delivered to Acquisition a copy of the rent roll that is the rent roll each Property Owner uses in the ordinary course of business, current as of the date set forth on the rent roll. However, the Cousins Parties make no representation or warranty as to the accuracy or completeness of the rent roll.

Cousins Parties represent and warrant that set forth on Exhibit O is a list of Tenant Concessions which have not been performed or paid in full.

Cousins Parties represent and warrant that set forth on Exhibit P is a list of accrued leasing commissions and brokerage fees which have not been paid in full.

M.Leasing Commissions; Management and Leasing Agreement. (i) There are no lease brokerage agreements, leasing commission agreements or other agreements providing for payments of any amounts for leasing activities or procuring tenants with respect to the Property ("Commission Agreements") other than as disclosed on Exhibit B, and (ii) other than as disclosed on Exhibit H, there are no agreements currently in effect relating to the management and leasing of the Property. Except as set forth on Exhibit P, all leasing commissions and brokerage fees accrued or due and payable under the Commission Agreements for the signed Leases have been paid in full by Property Owners.

N.Taxes and Assessments. Except as may be set forth on Exhibit DD, Property Owner has not filed, and has not retained anyone to file, notices of protests against, or to commence action to review, real property tax assessments against the Property which remain pending.

O.Environmental Matters. Property Owner has received no written notification that any governmental or quasi-governmental authority has determined that there are any violations of any Environmental Law with respect to the Property that remain uncured.

P.Compliance with Laws. Property Owner has received no written notice alleging any violations of law with respect to the Asset that remain uncured.

Q.Other Agreements. The Operating Agreements set forth on Exhibit H are all of the Operating Agreements with respect to the Property. Except for the Leases, the Guaranties, the Commission Agreements, the Operating Agreements, the Ground Leases, the T100 Bond Documents, the T200 Bond Documents and the other Permitted Exceptions, there are no service contracts, leases, management agreements, brokerage agreements or other agreements or instruments in force or effect that grant to any person or any entity any right, title, interest or benefit in and to all or any part of the Property or any rights relating to the use, operation, management, leasing, maintenance or repair of all or any part of the Property which will survive the Closing or be binding upon an Acquiring Entity. All amounts due with respect to the affiliate management agreements listed on Exhibit H will be paid on or before the Closing Date.

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R.3280-I: Not a Foreign Person. 3280-I is not a "foreign person" which would give rise to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended.

S.Cousins/MSREF LLC Not a Foreign Person. Cousins/MSREF LLC is not a "foreign person" which would give rise to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended.

T.Condemnation; Assessments. Property Owner has received no written notice of, and, to the Cousins Parties' knowledge, there has been no commencement or threatened (in writing) commencement of any Condemnation Proceedings for any part of the Property. To the Cousins Parties' knowledge, Property Owner has received no written notice of any special assessments affecting (or pending with respect to) the Property.

U.Employees. Property Owner has no employees to whom the Acquiring Entity will have any obligations to after the Closing.

V.OFAC. None of the Cousins Parties nor any entity or person with (i) greater than a 25% direct interest in Cousins, or (ii) greater than a 25% direct or indirect interest in 3280-I, 3280-III or, as of the date of Closing with respect to Cousins/MSREF LLC, (i) is named on any list ("OFAC List") of persons, entities and governments issued by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC") pursuant to Executive Order 13224 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism ("Executive Order 13224"), as in effect on the date hereof, (ii) is included in, owned by, controlled by, knowingly acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the persons, entities or governments referred to or described in any OFAC List, or (iii) has knowingly conducted business with or knowingly engaged in any transaction with any person, entity or government named on any OFAC List, or any person, entity or government included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or, to Cousins' knowledge, otherwise associated with any of the persons, entities or governments referred to or described in any OFAC List.

W.Bankruptcy. Cousins and Cousins/MSREF LLC, respectively, have not (i) made a general assignment for the benefit of its creditors, (ii) admitted in writing its inability to pay its debts as they mature, (iii) had an attachment, execution or other judicial seizure of any property interest which remains in effect or (iv) become generally unable to meet its financial obligations as they accrue. There is not pending any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or recomposition of any such party, or the debts of any such party under any law relating to bankruptcy, insolvency, reorganization or relief of debtors or seeking appointment of a receiver, trustee, custodian or other similar official for any such party or all or any substantial part of its property.

X.Personal Property. Property Owner has good title to the items described on Exhibit I.

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Y.Ground Leases. With respect to the applicable Ground Lease for each of the T100 Property and the T200 Property:

(i)Property Owner is the owner and holder of the lessee's interest in the Ground Lease and of the leasehold estate created under the Ground Lease.

(ii)Neither Property Owner nor, to the knowledge of the Cousins Parties, the lessor under the Ground Lease is in material default under any of the terms, covenants or conditions of the Ground Lease, nor (ii) does there exist any event of material default or any state of facts or condition which would, with the passage of time or the giving of notice, or both, constitute a material default or event of material default on the part of the Property Owner or, to the knowledge of the Cousins Parties, the lessor, under any of the terms, covenants or conditions of the Ground Lease.

(iii)Exhibit D contains a complete list of the Ground Leases including all amendments to the Ground Leases. The copies of the Ground Leases made available by the Cousins Parties to Acquisition are true, correct and complete copies. To the knowledge of the Cousins Parties, there are no understandings, concessions, promises or agreements between Property Owner and any party to the Ground Lease except as set forth in the Ground Lease.

Z.T100 Bond Documents. 3280-I is the owner of the T100 Bond subject only to the Permitted Exceptions. Schedule 1 of Exhibit J contains a complete list of the T100 Bond Documents. The copy of the T100 Bond Documents made available to Acquisition are true, correct and complete copies and, to the knowledge of Cousins Parties, the T100 Bond Documents are in full force and effect. To the knowledge of the Cousins Parties, there are no understandings, concessions, promises or agreements between Property Owner and any party to the T100 Bond Documents except as set forth in the T100 Bond Documents. To the knowledge of the Cousins Parties, 3280-I has not defaulted in any of its material obligations under the T100 Bond Documents. 3280-I has not received any notice of default from the Trustee.

AA.T200 Bond Documents. Cousins/MSREF LLC is the owner of the T200 Bond subject only to the Permitted Exceptions. Schedule 2 of Exhibit J contains a complete list of the T200 Bond Documents. The copy of the T200 Bond Documents made available to Acquisition are true, correct and complete copies and, to the knowledge of Cousins Parties, the T200 Bond Documents are in full force and effect. To the knowledge of the Cousins Parties, there are no understandings, concessions, promises or agreements between Property Owner and any party to the T200 Bond Documents except as set forth in the T200 Bond Documents. To the knowledge of the Cousins Parties, Cousins/MSREF/LLC has not defaulted in any of its material obligations under the T200 Bond Documents. 3280-III has not received any notice of default from the Trustee and, to the knowledge of the Cousins Parties, Cousins/MSREF LLC has not received any notice of default from the Trustee.

BB.Existing Loan Documents. (i) Exhibit C contains a complete list of the Existing Loan Documents including all amendments, (ii) the copy of the Existing Loan Documents made available to Acquisition are true, correct and complete copies, (iii) to Cousins

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Parties knowledge, the Existing Loan Documents are in full force and effect; (iv) to the knowledge of the Cousins Parties, 3280-I has not defaulted in any of its material obligations under the Existing Loan Documents, (iv) 3280-I has not received any notice of default from the Existing Lender, and (v) to the knowledge of the Cousins Parties, the current outstanding principal balance of the Existing Indebtedness is $135,767,338.05.

CC.Estoppels. Each and every representation and warranty made by the Property Owner and the Associations in the City Center Declaration Estoppel, the Supplemental Declaration Estoppel, the Parking Operating Agreement Estoppel, Condo Declaration Estoppel and the REA Estoppels (collectively, the "Estoppel Representations") is incorporated by reference and will be deemed to be made by each of the Cousins Parties with the same force and effect as if same were explicitly contained in this Section 9.1. All references to "representations and warranties in this Agreement", "representations and warranties made in this Agreement", "representations and warranties contained in this Agreement" (or words of similar import) or to the "Cousins' Express Representations and Warranties" will be deemed to include the Estoppel Representations.

DD.Tax Abatements. 3280-I's records reflect that the tax abatement for the T100 Property commenced on January 1, 2009, based on building completion date of September 10, 2008, which is the date that the certificate of occupancy was issued for the residential condominium building known as Ten Terminus located above the Parking Component . 3280-I's records reflect that, although the tax abatement was to commence for the T100 Property on the January 1 following the date of issuance of the certificate of occupancy for the building on the T100 Property, the tax assessor took the position that the building was not complete until the parking deck below Ten Terminus was complete and the certificate of occupancy was issued for Ten Terminus. 3280-III's records reflect that the tax abatement for the T200 Property commenced on January 1, 2010, based on a building completion date of September 28, 2009.

EE.Income Statements. Cousins Parties confirm, to the best of their knowledge and belief, as of the date of this Agreement, each of the following:

(i)Cousins Parties have made available to Acquisition the unaudited balance sheet and income statement of each Property as of and for the year ended December 31, 2012.

(ii)Cousins Parties are not aware of any material items that should be recorded in the unaudited balance sheet or income statement referred to above.

(iii)The accounting records underlying the Statement are the records that each respective Property Owner uses in the ordinary course of business.

9.2Modifications, Reaffirmation at Closing. All of the foregoing representations and warranties will be reaffirmed in writing at Closing. In the event that there is any material change to any of the representations and warranties made, the Cousins Parties shall give prompt written notice thereof to Acquisition in order to reflect the accurate state of facts with respect to the foregoing.

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9.3Survival. All references in this Agreement to the "knowledge of Cousins" or "knowledge of Property Owner", "knowledge of 3280-I" or "knowledge of 3280-III" or "knowledge of the Cousins Parties" will refer only to the actual knowledge of Carl Dickson and Colin Connolly of Cousins, who each have been actively involved in the management of the Assets. The term "knowledge of Cousins", "knowledge of Property Owner", "knowledge of 3280-I", "knowledge of 3280-III or "knowledge of the Cousins Parties" will not be construed, by imputation or otherwise, to refer to the knowledge of any Affiliate of Cousins, Cousins/MSREF LLC or 3280-I or 3280-III, or to any other partner, beneficial owner, officer, agent, manager, representative or employee of Cousins, Cousins/MSREF LLC, 3280-I or 3280-III, or any of their respective Affiliates, or to impose on any of the individuals named above any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. There will be no personal liability on the part of the individuals named above arising out of any representations or warranties made in this Agreement or otherwise. All references in this Agreement to the "knowledge" of Acquisition or words of similar import will refer only to the actual knowledge of Robert Niedzwiecki, the acquisition officer of Acquisition responsible for this Transaction, and will not be construed, by imputation or otherwise, to refer to the knowledge of any Affiliate of Acquisition, or to any other partner, beneficial owner, officer, agent, manager, representative or employee of Acquisition, or any of their respective Affiliates. The Cousins' Express Representations and Warranties will survive Closing for a period of one (1) year following Closing (the "Survival Period") and will not be merged with the execution and delivery of the Closing documents. A Party will have no liability for a breach or inaccuracy of any of the representations and warranties unless the benefitted Party has delivered to the representing Party written notice of such breach or inaccuracy on or prior to the expiration of the Survival Period.

9.4Acquisition's Representations and Warranties. Acquisition, as of the date of the execution of this Agreement by Acquisition, represents and warrants to Cousins as follows:

A.Organization, Power and Authority. Acquisition is a duly organized and validly existing entity under the laws of the State of its formation. Acquisition has the right, power and authority to enter into this Agreement. The person executing this Agreement on behalf of Acquisition is authorized to do so.

B.No Bankruptcy. Acquisition has not (A) commenced a voluntary case, or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (B) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non‑judicial proceeding, to hold, administer and/or liquidate all or substantially all of its assets, or (C) made an assignment for the benefit of creditors.

C.Litigation Proceedings. To Acquisition's knowledge, there are no judgments unsatisfied against Acquisition. There is no litigation, claim or proceeding pending or, to Acquisition's knowledge, threatened against Acquisition which would have a material adverse

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impact on the Transaction. There is no criminal investigation concerning Acquisition which will have a material adverse affect on its ability to perform under this Agreement.

D.Modifications; Reaffirmation at Closing. All of the foregoing representations and warranties of Acquisition will be reaffirmed by Acquisition in writing at Closing. In the event that there is any material change to any of the representations and warranties made herein by Acquisition, Acquisition agrees to give prompt written notice to Cousins in order to reflect the accurate state of facts with respect to the foregoing.

E.Accredited Investor. Acquisition is an "accredited investor" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and has such knowledge and experience in financial matters as to be capable of evaluating the risks and merits of any investment in the Venture. Acquisition is acquiring the interests in Venture for its own account for investment and not with a view to, or for resale in connection with, the distribution or other disposition thereof in violation of the Securities Act or any state securities laws.

F.Survival. The representations and warranties set forth above shall survive Closing hereunder for a period of one (1) year after the Effective Date (the "Survival Period") and will not be merged with the execution and delivery of the Closing documents. Acquisition will have no liability for a breach or inaccuracy of any of the representations and warranties unless Cousins has delivered to Acquisition written notice of such breach or inaccuracy on or prior to the expiration of the Survival Period.

10.Cousins' Covenants. The following covenants are made with respect to actions between the Effective Date and the Closing Date:

10.1No Alteration of Title. 3280-I will not, so long as this Agreement remains in effect, further alter or encumber in any way 3280-I's title to the T100 Property after the date of this Agreement without the prior written consent of Acquisition, which consent will not be unreasonably withheld. 3280-III will not knowingly allow Cousins/MSREF LLC to further alter or encumber in any way 3280-III's title to the T100 Property after the date of this Agreement without the prior written consent of Acquisition, which consent will not be unreasonably withheld.

10.2Standard of Operation and Maintenance. 3280-I will operate, manage and maintain the T100 Property in a manner consistent with past practices in the ordinary course of business. 3280-III will use reasonable efforts to cause Cousins/MSREF LLC to operate, manage and maintain the T200 Property in a manner consistent with past practices in the ordinary course of business. The Cousins Parties will comply in all material respects with all of their material obligations under the Ground Leases, the Bond Documents, the Existing Loan Documents, the City Center Declaration, the REA, and the Parking Operating Agreement and will not modify, amend or terminate any of the foregoing documents (except as provided in this Agreement) without Acquisition's prior written consent, which consent will not be unreasonably withheld, delayed or conditioned.

10.3Approved New Leases and Modifications to Existing Leases. During the pendency of this Agreement except as provided in this Section 10.3, 3280-I will not, and

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3280-III will not knowingly allow Cousins/MSREF LLC (which, if it were to occur, would constitute a failure of a condition precedent to the obligations of Acquisition under this Agreement) to, enter into any lease, license or other occupancy agreement affecting the Property, or modify, amend, or terminate, any of the existing Leases without Acquisition's prior written consent in each instance, which consent will not, prior to the expiration of the Due Diligence Deadline, be unreasonably withheld, delayed or conditioned, each of which requests will be accompanied by a copy of any proposed modification or amendment of an existing Lease or of any new Lease that Property Owner wishes to execute between the Effective Date and the Closing Date, including, without limitation, a description of any Tenant Concessions, free rent and leasing commissions associated with any proposed renewal or expansion of an existing Lease or with any such new Lease. Any new lease approved by Acquisition pursuant to this Section 10.3 is defined as an "Approved New Lease". At Closing, Venture will reimburse Property Owner for any Tenant Concessions, leasing commissions or other reasonable out of pocket expenses actually incurred by Property Owner pursuant to a renewal or expansion of any existing Lease executed after the Effective Date or Approved New Lease. The acquiring entity will assume all Approved New Leases, including the obligation to pay Tenant Concessions and leasing commissions.

Notwithstanding any other provision of this Agreement to the contrary, Acquisition's consent is not required for managerial activities related to the Leases conducted in the ordinary course, such as providing estoppel certificates and executing agreements establishing critical lease dates (such as commencement dates, rent commencement dates, expiration dates, etc., but excluding (i) any action relating to common area maintenance or other tenant reimbursables with respect to a tenant or other occupant of the Asset that would impact any period after the Effective Date, or (ii) the granting of any concession to a tenant or other occupant of the Asset for (or impacting) any period after the Effective Date. Cousins Parties will deliver copies of all of such documents promptly to Acquisition, but in all events not later than five (5) Business Days prior to Closing. With regard to all correspondence to and from Cousins Parties and Acquisition relating to leasing activities pursuant to this Section 10.3, it is agreed that the correspondence may be given by e-mail to Colin Connolly (colin.connolly@cousinsproperties.com) of Cousins and Andrea Pierce (andrea.o.pierce@jpmorgan.com) and Shegun Holder (shegun.k.holder@jpmorgan.com) of Acquisition so that the timeliness of information sharing and response on these matters will be enhanced.

10.4Insurance. During the pendency of this Agreement, 3280-I and 3280-III will cause the insurance policies covering the Improvements which are currently in force and effect to be maintained.

10.5Notice of Property Matters. 3280-I and 3280-III will keep Acquisition informed as to all material developments with respect to the Assets including, without limitation, providing Acquisition with (i) prompt notice of all new Leases and Operating Agreements or modifications to existing Leases and Operating Agreements entered into in accordance with the terms of this Agreement (together with copies of the same), (ii) copies of all material correspondence received or delivered with respect to the Assets (including default notices under the Property Agreements), promptly following receipt or delivery, and (iii) notice of any breach of the representations and warranties contained in this Agreement promptly after becoming aware

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of any such breach. Property Owners will not (and will cause Cousins/MSREF LLC not to, and if it were to occur, will constitute the failure of a condition precedent to the obligations of Acquisition) enter into any new Operating Agreements without the prior written consent of Acquisition, which consent will not be unreasonably withheld.

10.6Representations and Warranties. The Cousins Parties will not take any action which makes any of Cousins' Express Representations and Warranties untrue or inaccurate in a manner which would produce a material adverse impact on the Assets or fail to take any action which would ordinarily be taken in the normal course of business to prevent any of the Cousins' Express Representations and Warranties from becoming untrue or inaccurate in a manner which would produce a material adverse impact on the Assets.

10.7Termination at Closing of Affiliate Management and Leasing Agreements. At Closing, the Cousins Parties will terminate the Affiliate management agreements for each Property and any Affiliate leasing agreements for the Property.

10.8Unrecorded Contractual Agreements Regarding Residential Components of Terminus. 3280-I recently completed the sale of the residential components of the Terminus^® project to Crescent Terminus Venture, LLC ("Crescent"). 3280-I has delivered to Acquisition a copy of the Post Closing Work Agreement between Crescent and the Terminus Master Condominium Association. There is a letter agreement being pursued by Crescent from the owners of the project adjoining the T200 Property known as Tower Place which may allow the users of the parking deck for the T200 Property to make left turns out of the deck during periods of road closures. If and when the letter agreement is obtained, the benefit of the letter agreement will be assigned to T200 LLC.

3280-III has provided to Acquisition a copy of the Eighth Amendment to Purchase Agreement dated December 20, 2012 between Crescent and 3280-I that obligates the parties to work together to create and record mutual easements for project signage (which are anticipated to include signs on both the T100 Property and the T200 Property). Acquisition and Cousins agree to cause T100 LLC and T200 LLC to reasonably cooperate with Crescent to create mutually beneficial signage consistent with the sign plan referred to in the amendment.

The provisions of this Section 10.8 will survive Closing.

10.9Amendments to Declarations/REAs. The Cousins Parties will not, so long as this Agreement remains in effect, amend or modify the City Center Declaration, the Supplemental Declaration, the Condominium Declaration, the REA, the Parking Operating Agreement or any other Permitted Exception after the date of this Agreement without the prior written consent of Acquisition, which consent will not be unreasonably withheld.

10.10Amendments to Bond Documents and Existing Loan Documents. The Cousins Parties will not, so long as this Agreement remains in effect, amend or modify the T100 Bond Documents, the T200 Bond Documents or the Existing Loan Documents after the date of this Agreement without the prior written consent of Acquisition, which consent will not be unreasonably withheld.

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10.11Indemnity Regarding Lawsuit. With respect to Civil Action File No. 12EV015547B, styled 3280 Peachtree I LLC v William Daniel Hair Care, Inc., and William Murphy (the "Ongoing Lawsuit"), 3280-I may elect to continue to prosecute the Ongoing Lawsuit (even if T100 LLC must serve as a nominal plaintiff) at its sole cost and expense after the Closing.  If Acquisition or any Affiliate is named as a defendant in the Ongoing Lawsuit, 3280-I hereby agrees to defend Acquisition and any such Affiliate at 3280-I’s sole cost and expense with attorneys selected by 3280-I (and Acquisition waives any actual or perceived conflict of interest in connection therewith).  Acquisition acknowledges and agrees that 3280-I shall have sole control of the Ongoing Lawsuit, including the right to compromise and/or settle the same or cause the same to be tried and to take, conduct, withdraw and/or settle appeals.  3280-I shall keep Acquisition reasonably informed as to the status of the Ongoing Lawsuit and consult with Acquisition with respect thereto following request.  Acquisition shall reasonably cooperate with 3280-I in connection with the Ongoing Lawsuit including, without limitation, executing all instruments and documents which may reasonably be requested in order to facilitate prosecuting, defending, settling or appealing the Ongoing Lawsuit.  If 3280-I shall elect to settle the Ongoing Lawsuit, 3280-I shall be responsible for the cost of settlement.  Any payments or reimbursements made or required to be made to the tenant or its representatives in connection with the Ongoing Lawsuit, whether in connection with a settlement, judgment or otherwise, shall be paid by 3280-I at its sole expense. Likewise, 3280-I shall have the sole right to any damages recovered in connection with the Ongoing Lawsuit.  The terms and provisions of this Section 10.11 will survive Closing.

11.Notices. Wherever any notice or other communication is required or permitted under this Agreement, such notice or other communication must be in writing and must be delivered by overnight courier for next Business Day delivery, hand, facsimile transmission, electronic mail, or sent by U.S. registered or certified mail, return receipt requested, postage prepaid, to the addresses or facsimile numbers set out below or at such other addresses as are specified by written notice by a party to this Agreement:

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Acquisition:	J.P. Morgan Investment Management Inc. 270 Park Avenue, 7th Floor New York, NY 10017 Attention: Blake R. Berg Facsimile: (212) 648-2262 E-mail: blake.r.berg@jpmorgan.com
And to:	Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York 10038 Attention: Steven P. Moskowitz, Esq. Facsimile: (212) 806-6006 E-mail: smoskowitz@stroock.com
The Cousins Parties:	c/o Cousins Properties Incorporated 191 Peachtree Street, Suite 500 Atlanta, Georgia 30303-1740 Attention: Corporate Secretary Facsimile: (404) 407-1641 E-mail: corporatesecretary@cousinsproperties.com
with a copy to:	Troutman Sanders LLP 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308-2216 Attention: Maureen Theresa Callahan Facsimile: (404) 962-6520 E-mail: maureen.callahan@troutmansanders.com

Any notice or other communication (i) mailed will be deemed effectively given or received on the third (3rd) business day following the postmark date of such notice or other communication, (ii) sent by overnight courier or by hand will be deemed effectively given or received upon receipt or refusal, and (iii) sent by facsimile transmission will be deemed effectively given or received on the date of transmission of such notice and confirmation of such transmission if such transmission is made on a Business Day and received on or before 5:00 p.m. Eastern Time on such Business Day (otherwise, it will be deemed received on the next Business Day after the day of transmission of such notice and confirmation of such transmission, provided a second copy of the notice is sent by another permitted method). Notice by either party may be given by the attorneys for such party.

12.Casualty and Condemnation.

12.1Casualty. 3280-I will maintain property insurance in an amount not less than the full replacement value of the T200 Property, less a reasonable deductible. 3280-III will use reasonable efforts to cause Cousins/MSREF LLC to maintain property insurance in an amount

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not less than the full replacement value of the T200 Property, less a reasonable deductible. If prior to the Closing Date any portion of the Improvements is damaged or destroyed by fire or other casualty, then Cousins will promptly deliver written notice to Acquisition of such casualty, and the following provisions will apply with respect to such casualty:

A.Material Casualty. If (i) such damage or destruction results in a casualty loss in an amount exceeding $1,250,000.00 or which will take longer than six (6) months to repair and restore, unless such loss is completely repaired prior to Closing in a manner reasonably acceptable to Acquisition, (ii) such damage or destruction may not be repaired or restored under applicable laws, (iii) such damage or destruction entitles any tenant leasing, in the aggregate, in excess of 50,000 square feet to terminate their Leases, (iv) the Property Owner's rights under its rent loss insurance policy covering the Asset affected by such damage and destruction are not assignable to the Acquiring Entity, or (v) such damage or destruction materially interferes with access to or parking at the Asset (any of the foregoing, a "Material Casualty"), then Acquisition will have the right to terminate this Agreement by written notice to Cousins at or prior to Closing and the Escrow Agent will promptly return the Earnest Money to Acquisition, in which event no Party will have any further rights, obligations or liabilities under this Agreement except to the extent that any right, obligation or liability set forth in this Agreement expressly survives termination of this Agreement.

B.Closing After Casualty. If such damage or destruction is not a Material Casualty, then Acquisition will have no right to terminate this Agreement. In such event, or if this Agreement is not terminated pursuant to Subparagraph A, above, then at Closing the Property Owner will assign all insurance proceeds payable under insurance policies on account of such damage or destruction (including any rent loss insurance applicable to any period on and after the Closing Date), together with an amount equal to the deductible maintained under the applicable insurance policy and any uninsured amounts.

12.2Condemnation. If prior to the Closing Date any Condemnation Proceeding is threatened (by a bona fide threat of condemnation by a body having the power of eminent domain), commenced or instituted against a Property or if Property Owner receives written notice that any material condemnation action or proceeding with respect to the Asset is contemplated by a body having the power of eminent domain, Cousins will promptly give written notice to Acquisition, and the following provisions will apply with respect to such Condemnation Proceeding:

A.Material Condemnation. If such Condemnation Proceeding would result in a taking of any material part of the Asset or access thereto (as reasonably determined by Acquisition, a "Material Condemnation"), then Acquisition will have the right to terminate this Agreement by written notice to Cousins at or prior to Closing and the Escrow Agent shall promptly return the Earnest Money to Acquisition, in which event no Party will have any further rights, obligations or liabilities under this Agreement except to the extent that any right, obligation or liability set forth in this Agreement expressly survives termination of this Agreement.

B.Closing After Condemnation. If such Condemnation Proceeding is not a Material Condemnation, then Acquisition will have no right to terminate this Agreement.

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In such event, or if this Agreement is not terminated pursuant to Subparagraph A, above, then at Closing (i) the conveyance of the Asset will be less such portion of the Asset so taken in (or will be subject to, as applicable) the Condemnation Proceeding without adjustment of the Acquisition Investment, and (ii) the Property Owner will assign or pay to the Acquiring Entity all such awards that have been or that may be made for such taking.

12.3Survival. The provisions of this Article 12 will survive the Closing.

13.No Brokers. Cousins and Acquisition each hereby represent and warrant to the other that it has not employed, retained or consulted any broker, agent, or finder in carrying on a negotiation in connection with this Agreement or the Transaction. Cousins and Acquisition each hereby indemnify and agree to hold the other harmless from and against any and all claims, demands, causes of action, debts, liabilities, judgments and damages (including costs and reasonable attorneys' fees incurred in connection with the enforcement of this indemnity) which may be asserted or recovered against the indemnified party on account of any brokerage fee, commission or other compensation arising by reason of the indemnitor's breach of this representation and warranty. This Article 13 will survive the Closing or any termination of this Agreement.

14.Default and Remedies.

14.1Default on or Prior to Closing. If the Transaction does not close on account of Acquisition's default, Cousins Parties will be entitled, as their sole remedy at law and in equity, to terminate this Agreement and to receive and retain the Earnest Money as full liquidated damages for such default of Acquisition. The parties acknowledge that it is impossible to estimate more precisely the damages which might be suffered by Cousins Parties on Acquisition's default, and that the Earnest Money is a reasonable estimate of Cousins Parties' probable loss in the event of default by Acquisition. Cousins Parties' retention of the Earnest Money is intended not as a penalty, but as full liquidated damages. The right to retain the Earnest Money as full liquidated damages is Cousins Parties' sole and exclusive remedy in the event of a default by Acquisition, and Cousins Parties hereby waives and releases any right to (and hereby covenants that it will not) sue Acquisition: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the Earnest Money. The foregoing liquidated damages provision will not apply to or limit Acquisition's liability for Acquisition's obligations under Sections 13 and 15.16 of this Agreement. Acquisition waives and releases any right to (and hereby covenants that it will not) sue Cousins Parties or seek or claim a refund of the Earnest Money on the grounds it is unreasonable in amount and exceeds Cousins Parties' actual damages or that its retention by Cousins Parties constitutes a penalty and not agreed upon and reasonable liquidated damages. The Parties acknowledge that pursuant to Article 6 of this Agreement, if the transaction contemplated under the POC Contract does not close on account of any breach or default by Crescent POC, then Acquisition will be deemed to be in default under this Agreement and in such case, the Cousins Parties shall be entitled to the rights and remedies described in this Section 14.1.

If the transaction contemplated by this Agreement does not close on account of Cousins Parties' default, Acquisition will be entitled, as its sole remedy, to receive the prompt return of the Earnest Money from Escrow Agent, and seek recovery of Acquisition's actual out-of-pocket

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expenses incurred in connection with this Agreement and Acquisition's review and inspection of the Asset (SUCH AMOUNT TO NOT EXCEED $500,000.00). Acquisition expressly waives its rights to seek damages in the event of Cousins Parties' default. The Parties acknowledge that pursuant to Article 6 of this Agreement, if the transaction contemplated under the POC Contract does not close on account of any breach or default by Cousins POC, the Cousins Parties shall be deemed to be in default under this Agreement and in such case, Acquisition shall be entitled to the rights and remedies described in this Section 14.1.

14.2Default Subsequent to Closing; Liability and Limitation of Liability. Subject to any express provision of the Venture Agreement to the contrary, in no event will any of the Cousins Related Parties or any Affiliate of Cousins (other than the Cousins Parties), have any liability (personal or otherwise) under this Agreement with respect to claims for any breach of Cousins' Express Representations and Warranties or otherwise.

With respect to the liability of the Cousins Parties under this Agreement subsequent to Closing on account of breaches of the Cousins' Express Representations and Warranties by the Cousins Parties, Acquisition expressly acknowledges and agrees that, notwithstanding any provision of the Venture Agreement, the T100 LLC Agreement, the T200 LLC Agreement or this Agreement to the contrary, (i) in no event will the Cousins Parties have any obligation to make payment with respect to claims for any breach of the Cousins' Express Representations and Warranties under this Agreement unless and until such claims exceed $50,000.00 in the aggregate, in which event the full amount of such claims will be actionable, and (ii) in no event will the Cousins Parties' total liability for any breach of the Cousins' Express Representations and Warranties exceed, in the aggregate, $4,000,000.00; provided, however, that such limitations of liability will not apply to any breach by Cousins Parties with respect to its representations and warranties as to the free rent, abatement of rent, Tenant Concessions or any reimbursements, credits or payments owed to a tenant, as set forth in subsection 9.1L above. In no event will the Cousins Parties be liable for, nor will Acquisition seek, any consequential, indirect or punitive damages; and in no event will any claim for a breach of the Cousins' Express Representations and Warranties be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was known to Acquisition or an Acquisition Related Party prior to the Closing or which was contained in the secure electronic data room established by or on behalf of the Cousins Parties prior to Closing.

Nothing set forth in this Agreement will prohibit or impair the right of either Cousins or Acquisition to exercise any rights or remedies under the Venture Agreement, the Management Agreements, the T100 LLC Agreement or the T200 LLC Agreement as the case may be, including, but not limited to, any right to require contributions or additional capital contributions.

14.3Survival. The provisions of this Article 14 will survive the Closing or any earlier termination of this Agreement.

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15.General Provisions.

15.1Execution Necessary. This Agreement will not be binding on the Parties until fully executed and delivered by an authorized officer of each Party to this Agreement.

15.2Counterparts. This Agreement may be executed in one or more counterparts, each of which when taken together will constitute one and the same original. To facilitate the execution and delivery of this Agreement, the Parties may execute and exchange counterparts of the signature pages by facsimile or email (in PDF format), and the signature page of any party to any counterpart may be appended to any other counterpart.

15.3Successors and Assigns. No Party will have the right to assign or delegate any of its rights, duties or obligations under this Agreement to any other Party. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

15.4Entire Agreement. This Agreement, the T100 LLC Agreement, the T200 LLC Agreement and the Venture Agreement, all the exhibits referenced and attached, and all agreements entered into on the Closing Date, contain the entire agreement of the Parties with respect to the Transaction, and no prior agreement or understanding(including without limitation the Term Sheet) pertaining to any of the matters connected with this Transaction will be effective for any purpose. Except as may be otherwise provided in this Agreement, the agreements embodied in this Agreement may not be amended except by an agreement in writing signed by the Parties.

15.5Time is of the Essence. TIME IS OF THE ESSENCE of this Agreement.

15.6Governing Law. This Agreement will be governed by the laws of the State of Georgia.

15.7Survival. All covenants, agreements, indemnities, representations and warranties contained in this Agreement will merge with the execution and delivery of the documents at Closing as of the Closing Date, except as may be otherwise specifically provided in this Agreement.

15.8Further Assurances. Each Party agrees to execute and deliver to the other such further documents or instruments as may be reasonable and necessary in furtherance of the performance of the terms, covenants and conditions of this Agreement. This covenant will survive the Closing.

15.9Exclusive Application. Nothing in this Agreement is intended or will be construed to confer upon or to give to any person, firm or corporation other than the Parties to this Agreement any right, remedy or claim under or by reason of this Agreement.

15.10Partial Invalidity. If all or any portion of any of the provisions of this Agreement are declared invalid, then the performance of the offending provision will be excused

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by the Parties; provided, however, that, if the performance of such excused provision materially affects any material aspect of this Transaction and the other Party does not promptly enter into a modification or separate agreement which sets forth in valid fashion the covenants of such offending provision in a manner which counsel to both parties determine is valid, then the Party for whose benefit such excused provision was inserted in this Agreement will have the right, exercisable by written notice given to the other Party within ten (10) days after such provision is so declared invalid, to terminate this Agreement; following which this Agreement will be of no further force or effect except as stated to the contrary.

15.11Interpretation. The titles, captions and paragraph headings are inserted for convenience only and are in no way intended to interpret, define, limit or expand the scope or content of this Agreement. If any Party to this Agreement is made up of more than one person or entity, then all such persons and entities will be included jointly and severally, even though the defined term for such Party is used in the singular in this Agreement. If any time period under this Agreement ends on a day other than a Business Day, then the time period will be extended until the next Business Day. This Agreement will be construed without regard to any presumption or other rule requiring construction against the Party causing this Agreement to be drafted. If any words or phrases in this Agreement will have been stricken out or otherwise eliminated, whether or not any other words or phrases have been added, this Agreement will be construed as if the words or phrases so stricken out or otherwise eliminated were never included in this Agreement and no implication or inference will be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated.

15.12Waiver of Rights. Each Party reserves the right to waive, in whole or in part, any provision which is for the benefit of the waiving Party.

15.13No Implied Waiver. Unless otherwise expressly provided in this Agreement, no waiver by a Party of any provision will be deemed to have been made unless expressed in writing and signed by such Party. No delay or omission in the exercise of any right or remedy accruing to a Party upon any breach under this Agreement will impair such right or remedy or be construed as a waiver of any such breach. The waiver by a Party of any breach of any term, covenant or condition stated in this Agreement will not be deemed to be a waiver of any other breach, or of a subsequent breach of the same or any other term, covenant or condition contained in this Agreement.

15.14Attorney's Fees. Should a Party employ an attorney or attorneys to enforce any of the provisions of this Agreement or to protect its interest in any manner arising under this Agreement, or to recover damages for breach of this Agreement, the non‑prevailing Party in any action pursued in a court of competent jurisdiction (the finality of which is not legally contested) agrees to pay to the prevailing Party all reasonable costs, damages and expenses, including reasonable attorney's fees, expended or incurred.

15.15Exhibits and Schedules. All exhibits and schedules referred to in, and attached to, this Agreement are incorporated in this Agreement in full by this reference.

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15.16Confidentiality. All information acquired by Acquisition or any of Acquisition's Representatives with respect to the Asset, whether delivered by Cousins Parties or any of Cousins Parties' representatives or obtained by Acquisition as a result of its inspection and investigation of the Asset, examination of Cousins Parties' books, records and files, or otherwise (collectively, the "Due Diligence Material") will, prior to Closing, be used solely for the purpose of determining whether the Asset is suitable for Acquisition's acquisition and ownership and for no other purpose whatsoever. The terms and conditions which are contained in this Agreement and all Due Diligence Material which is not published as public knowledge or which is not generally available in the public domain will, prior to Closing, be kept in strict confidence by Acquisition and will not be disclosed to any individual or entity other than to Acquisition's Representatives for the purpose of assisting Acquisition in evaluating or acquiring or financing the Asset. However, Acquisition will have the right to disclose any such information if required by applicable law or as may be necessary in connection with any court action or other legal process. The limitations on disclosure contained in this Section 15.16 will not apply after Closing or to any information (a) which at the time of disclosure is in the public domain, or (b) which after disclosure comes into the public domain for any reason except failure by Acquisition to comply with the terms of this Agreement. Acquisition agrees to indemnify and hold Cousins Parties harmless from and against any and all loss, liability, cost, actual damage or expense that Cousins Parties may suffer or incur (including, without limitation, reasonable attorneys' fees actually incurred, but excluding consequential damages) as a result of the unpermitted disclosure or use of any of the Due Diligence Material prior to Closing. If Acquisition elects to terminate this Agreement or if the Closing fails to occur for any reason, Acquisition will promptly destroy all Due Diligence Material in the possession of Acquisition or maintain the same as confidential in a manner consistent with this Section 15.16.

15.17Jury Trial. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER ARISING IN TORT OR CONTRACT) BROUGHT BY ANY PARTY AGAINST ANOTHER ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

15.18Reporting. In order to assure compliance with the requirements of Section 6045 of the Internal Revenue Code (the "Code") and any related reporting requirements of the Code, the Parties hereto agree as follows:

A.to provide to the Title Company all information and certifications regarding such party, as reasonably requested by the Title Company or otherwise required to be provided by a party to the transaction described herein under Section 6045 of the Code; and

B.to provide to the Title Company such party's taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Title Company), signed under penalties of perjury, stating that the taxpayer identification number supplied by such party to the Title Company is correct.

15.19Publicity. The parties agree that, prior to and after Closing, no Party will, with respect to this Agreement and the transactions contemplated by this Agreement, contact or

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conduct negotiations with public officials, make any public announcements or issue press releases to any third party without the prior written consent of the other Party unless required by law, including as may be required under any SEC regulations applicable to any Party (or their Affiliates). The Cousins Parties and Acquisition will each have the right to approve the press release of the other Party issued in connection with the Closing, which approval will not be unreasonably withheld. No Party will record this Agreement or any notice of this Agreement.

15.20Joint and Several Liability. The obligations and liabilities of the Cousins Parties under this Agreement shall be joint and several. All obligations, covenants, agreements, representations and warranties of the Property Owners under this Agreement shall be deemed to be the obligations, covenants, agreements, representations and warranties of the Cousins Parties under this Agreement.

15.21Survival. The provisions of this Article 15 will survive the Closing or any earlier termination of this Agreement.

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Acquisition and the Cousins Parties have executed this Agreement under seal as of the day and year first above written.

"COUSINS":

COUSINS PROPERTIES INCORPORATED, a Georgia corporation

By:

Name: Colin Connolly

Title: Senior Vice President

[CORPORATE SEAL]

"3280-I":

3280 PEACHTREE I LLC,

a Georgia limited liability company

By: Cousins Properties Incorporated,

its sole member

By:

Name: Colin Connolly

Title: Senior Vice President

[CORPORATE SEAL]

"3280-III":

3280 PEACHTREE III LLC, a Georgia

limited liability company

By: Cousins Properties Incorporated,

a Georgia corporation, its sole member

By:

Name: Colin Connolly

Title: Senior Vice President

[CORPORATE SEAL]

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"Acquisition":

TERMINUS ACQUISITION COMPANY LLC, a Delaware limited liability company

By:  Capitol Yards Acquisition REIT, Inc., a Delaware corporation, its sole member

            By:  ____________________________

Name: 

Title:    Vice President

[CORPORATE SEAL]

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EX-2.4

Exhibit 2.4

PURCHASE AND SALE AGREEMENT

(POST OAK CENTRAL)

BETWEEN

CRESCENT POC INVESTORS, L.P.

as Seller

AND

COUSINS POC I LLC

as Purchaser

February 4, 2013

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TABLE OF CONTENTS

ARTICLE 1DEFINITIONS    1

ARTICLE 2PURCHASE AND SALE    6

2.1Agreement to Sell and Purchase; Parties Comprising Seller    6

2.2Permitted Exceptions    6

2.3Earnest Money    6

2.4Purchase Price    7

2.5Independent Contract Consideration    7

2.6Closing    7

ARTICLE 3PURCHASER’S INSPECTION AND REVIEW RIGHTS    9

3.1Due Diligence Inspections    9

3.2Reserved    10

3.3Condition of the Asset    10

3.4Title and Survey    10

3.5Operating Agreements    10

3.6Termination of Agreement    10

3.7Confidentiality    11

ARTICLE 4REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS    12

4.1Representations and Warranties of Seller    12

4.2As-Is Sale; Release    15

4.3Knowledge Defined    17

4.4Covenants and Agreements of Seller    17

4.5Representations and Warranties of Purchaser    19

ARTICLE 5CLOSING DELIVERIES, CLOSING COSTS AND

PRORATIONS    20

5.1Seller’s Closing Deliveries    20

5.2Purchaser’s Closing Deliveries    23

5.3Closing Costs    24

5.4Prorations and Credits    24

ARTICLE 6CONDITIONS TO CLOSING    27

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6.1Conditions Precedent to Purchaser’s Obligations    27

6.2Conditions Precedent to Seller’s Obligations    28

ARTICLE 7CASUALTY AND CONDEMNATION    28

7.1Casualty    28

7.2Condemnation    29

7.3Survival    30

ARTICLE 8DEFAULT AND REMEDIES    30

8.1Purchaser’s Default    30

8.2Seller’s Default    30

ARTICLE 9ASSIGNMENT    30

9.1Assignment    30

ARTICLE 10BROKERAGE COMMISSIONS    31

10.1Broker    31

ARTICLE 11MISCELLANEOUS    31

11.1Notices    31

11.2Possession    32

11.3Time Periods    32

11.4Publicity    32

11.5Discharge of Obligations    33

11.6Severability    33

11.7Construction    33

11.8Survival    33

11.9General Provisions    33

11.10Attorneys’ Fees    33

11.11Counterparts    34

11.12Jury Trial    34

11.13Reporting    34

11.14Governing Law    34

11.15Cooperation with Exchange    34

11.16Survival    35

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SCHEDULE OF EXHIBITS

Exhibit “A”	Description of Land
Exhibit “B”	Reserved
Exhibit “C”	List of Existing Commission Agreements
Exhibit “D”	Form of Escrow Agreement
Exhibit “E”	Reserved
Exhibit “F”	Schedule of Leases, Guaranties, Security Deposits and Prepaid Rent
Exhibit “G”	Exception Schedule
Exhibit “H-1”	List of Operating Agreements (terminable)
Exhibit “H-2”	List of Operating Agreements (not terminable)
Exhibit “I”	Form of Tenant Estoppel Certificate
Exhibit “J”	Pending Tax Appeals
Exhibit “K”	Unpaid Tenant Concessions
Exhibit “L”	Pending Litigation
Exhibit “M”	Environmental Matters
Exhibit “N”	Credits to Purchaser for Tenant Concessions and Free Rent

SCHEDULE OF CLOSING DOCUMENTS

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Schedule 1-A	Form of Special Warranty Deed
Schedule 1-B	Form of Quitclaim Deed
Schedule 2	Form of Bill of Sale to Personal Property
Schedule 3	Form of Assignment and Assumption of Leases
Schedule 4	Form of Assignment and Assumption of Operating Agreements
Schedule 5	Form of General Assignment of Seller’s Interest in Intangible Property
Schedule 6	Form of Seller’s Affidavit (for Purchaser’s Title Insurance Purposes)
Schedule 7	Form of Seller’s Certificate (as to Seller’s Representations and Warranties)
Schedule 8	Form of Seller’s FIRPTA Affidavit
Schedule 9	Form of Purchaser’s Certificate (as to Purchaser’s Representations and Warranties)
Schedule 10	Form of Domain Name Transfer Agreement
Schedule 11	Form of Title Commitment

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”), is made and entered into this 4th day of February, 2013, by and between CRESCENT POC INVESTORS, L.P., a Delaware limited partnership (“Seller”) and COUSINS POC I LLC, a Georgia limited liability company (“Purchaser”).

Seller desires to sell the Asset (as such term is defined in this Agreement) and Purchaser desires to purchase the Asset on the terms and conditions set forth in this Agreement.

In consideration of the premises, the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged by Seller and Purchaser, Seller and Purchaser covenant and agree as follows:

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ARTICLE I

DEFINITIONS

For the purposes of this Agreement, each of the following capitalized terms has the meaning set forth below:

“Assignment and Assumption of Leases” means the form of assignment and assumption of Leases and Security Deposits and obligations under the Commission Agreements to be executed and delivered by Seller and Purchaser at the Closing in the form attached as SCHEDULE 3.

“Asset” has the meaning in Section 2.1.

“Assignment and Assumption of Operating Agreements” means the form of assignment and assumption of the Operating Agreements to be executed and delivered by Seller and Purchaser at the Closing in the form attached as SCHEDULE 4.

“Audit Letter” has the meaning in Section 5.1(q).

“Bill of Sale” means the form of bill of sale to the Personal Property to be executed and delivered by Seller to Purchaser at the Closing in the form attached as SCHEDULE 2.

“Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions in the State of Texas or the State of New York are authorized by law or executive action to close.

“Closing” means the consummation of the purchase and sale of the Asset pursuant to the terms of this Agreement.

“Closing Date” has the meaning in Section 2.6.

“Commission Agreements” has the meaning in Section 4.1(f).

“Domain Name Transfer Agreement” means the form of domain name transfer agreement for the domain name www.postoakcentral.com to be executed and delivered by Seller, Cassidy Turley and Purchaser at the Closing in the form attached as SCHEDULE 10.

“Due Diligence Material” has the meaning in Section 3.7.

“Earnest Money” means the sum of Two Million and No/100 Dollars ($2,000,000.00 U.S.) paid by Purchaser to Escrow Agent, together with any interest that accrues thereon.

“Easement Agreements” means collectively (i) that certain Easement and Right of Way Agreement dated July 31, 1974, by and between Raymond Brochstein, Joel Brochstein, Branard Brochstein and Robert Brochstein, RMI, Inc., a Texas corporation, and Ralph C. Rupley, Jr., Robert S. Rupley and Betty Rupley Allen recorded under Clerk's File No. E746455, of the Real Property Records of Harris County, Texas, and terminated by that certain Release and Termination of

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Easement and Right of Way Agreement recorded under Clerk's File No.20120327657, and (ii) that certain Grant of Easement dated July 26, 1988, from Raymond Brochstein, Branard Brochstein, Joel Brochstein, and Robert Brochstein to Post Oak Central, Ltd., a Texas limited partnership recorded under Clerk's File No. L774699, of the Real Property Records of Harris County, Texas, and terminated by that certain Release and Termination of Easement recorded under Clerk's File No. 20080222046.

“Effective Date” means the last date on which Purchaser, Seller and Escrow Agent have executed and delivered at least one (1) fully executed counterpart of the Escrow Agreement to each other party.

“Environmental Law” means any law, ordinance, rule, regulation, order, judgment, injunction or decree relating to pollution or substances or materials which are considered to be hazardous or toxic, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Clean Water Act, the Toxic Substances Control Act, the Emergency Planning and Community Right to Know Act, any state and local environmental law, all amendments and supplements to any of the foregoing and all regulations and publications promulgated or issued relative to the foregoing.

“Escrow Agent” means Fidelity National Title Insurance Company, 485 Lexington Ave, 18th Floor, New York, New York 10017, Attention: Terence Mullin.

“Escrow Agreement” means the Escrow Agreement in the form attached as EXHIBIT “D” entered into by Seller, Purchaser and Escrow Agent.

“FIRPTA Affidavit” means the form of FIRPTA Affidavit to be executed and delivered by Seller to Purchaser at Closing in the form attached as SCHEDULE 8.

“First Title Notice” has the meaning in Section 3.4.

“General Assignment” has the meaning in Section 5.1(e).

“Guaranties” means the guaranties identified on EXHIBIT “F” and any new guaranties delivered with new Leases pursuant to Section 4.4(a).

“Hazardous Substances” means any and all pollutants, contaminants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is now or may in the future be restricted, prohibited or penalized under any Environmental Law (including, without limitation, lead paint, asbestos, urea formaldehyde foam insulation, petroleum, petroleum products, and polychlorinated biphenyls).

“Improvements” means all buildings, structures and improvements situated on the Land.

“Independent Consideration” has the meaning in Section 2.5.

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“Inspection Period” means the period expiring upon the execution and delivery of this Agreement.

“Intangible Property” means the intangible property, if any, owned by Seller and related to the Land and Improvements, including without limitation, Seller’s rights and interests, if any, in and to the following (to the extent assignable): (i) all assignable plans and specifications and other architectural and engineering drawings for the Land and Improvements; (ii) all assignable warranties or guaranties given or made with respect to the Improvements or Personal Property; (iii) all transferable consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality solely related to the Land or Improvements; (iv) all of Seller’s right, title and interest in and to all assignable Operating Agreements that Purchaser agrees to assume (or is deemed to have agreed to assume); and (v) all of Seller’s right, title and interest, if any, in the name “Post Oak Central”.

“Land” means the parcels of real property which are described on EXHIBIT “A”, together with all rights, privileges and easements appurtenant to the real property, and all right, title and interest of Seller, if any, in and to any land lying in the bed of any street, road, alley or right-of-way, open or closed (and any strips and gores) adjacent to the Land.

“Lease” and “Leases” mean the leases with the tenants identified on EXHIBIT “F”, and any amended or new leases entered into pursuant to Section 4.4(a) of this Agreement.

“Monetary Objection “ or “Monetary Objections” means (a) any mortgage, deed to secure debt, deed of trust or similar security instrument encumbering all or any part of the Asset, (b) any monetary lien (unless resulting from any act or omission of Purchaser or any of its agents, contractors, representatives or employees or any tenant of the Asset), and (c) the lien of ad valorem real or personal property taxes, assessments and governmental charges affecting all or any portion of the Asset which are delinquent.

“Morgan Stanley” means MSREF VII Global U.S. Holdings (FRC) L.L.C.

“Operating Agreements” means the agreements described on EXHIBIT “H-1” AND EXHIBIT “H-2” relating to the repair, maintenance or operation of the Land, Improvements or Personal Property.

“Other Notices of Sale” has the meaning in Section 5.1(o).

“Permitted Exceptions” means, collectively, (a) liens for taxes, assessments and governmental charges not yet due and payable, (b) the Leases, and (c) such other easements, restrictions and encumbrances of record as of the Effective Date that Purchaser has not objected to in accordance with Section 3.4. Under no circumstance will Monetary Objections constitute Permitted Exceptions.

“Personal Property” means all fixtures and fitting, furniture (including common area furnishings and interior landscaping items), carpeting, draperies, appliances, personal property

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(excluding any computer software which either is licensed to Seller or Seller deems proprietary), machinery, apparatus and equipment owned by Seller and currently used exclusively in the operation, repair and maintenance of the Land and Improvements and situated on the Land, if any, and all books, records, budgets and files (excluding any appraisals, strategic plans for the Asset, internal analyses, information regarding the marketing of the Asset for sale, submissions relating to Seller’s obtaining of trust, corporate or partnership authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller or Seller’s asset manager which Seller reasonably deems proprietary) relating to the Land and Improvements. The Personal Property does not include any property owned by tenants, contractors or licensees, and will be conveyed by Seller to Purchaser subject to depletions, replacements and additions in the ordinary course of Seller’s business.

“Purchase Price” is the amount specified in Section 2.4.

“Purchaser’s Certificate” has the meaning in Section 5.2(d).

“Purchaser’s Representatives” has the meaning in Section 3.1.

“Quitclaim Deed” has the meaning in Section 5.1(a).

“Security Deposits” mean the security deposits actually held by Seller with respect to the Leases.

“Seller’s Affidavit” has the meaning in Section 5.1(f).

“Seller’s Certificate” has the meaning in Section 5.1(g).

“Taxes” has the meaning in Section 5.4(a).

“TC 200 Cousins Party” means 3280 Peachtree III LLC, an affiliate of Purchaser.

“Tenant Concessions” means any out-of-pocket payments required under the Leases to be paid by the landlord to or for the benefit of the tenants which is in the nature of a tenant inducement, including specifically, but without limitation, tenant improvement costs, lease buyout payments, and moving, design, and refurbishment allowances and costs. The term “Tenant Concessions” does not include loss of income resulting from any free rental period, it being understood and agreed that Seller bears the loss resulting from any free rental period until the Closing Date and that Purchaser bears such loss from and after the Closing Date.

“Tenant Estoppel Certificate” or “Tenant Estoppel Certificates” mean the certificates to be sought from the tenants under the Leases in substantially the form attached as EXHIBIT ”I”; provided, however, if any Lease provides for the form or content of an estoppel certificate from the tenant under such Lease, the Tenant Estoppel Certificate with respect to such Lease may be in the form as called for in such Lease so long as such form contains substantially the same provisions as EXHIBIT ”I”.

“Tenant Notices of Sale” has the meaning in Section 5.1(n).

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“Terminus 100” means that certain 654,781 square foot office building and shared parking structure in Atlanta, Georgia currently owned by 3280 Peachtree I LLC.

“Terminus 200” means that certain 565,984 square foot office building in Atlanta, Georgia currently owned by Terminus 200 Owner.

“Terminus 200 Equity Contract” means that certain Membership Interest Purchase Agreement dated December 7, 2012 by and between TC 200 Cousins Party and Morgan Stanley, as amended by that certain Amendment No. 1 to Membership Interest Purchase Agreement dated January 30, 2013, whereby TC 200 Cousins Party contracted to acquire all of the indirect ownership interests of Morgan Stanley in Terminus 200 Owner.

“Terminus 200 Equity Closing” means the consummation of the transactions contemplated by the Terminus 200 Equity Contract.

“Terminus 200 Owner” means MSREF/Cousins Terminus 200 LLC, a joint venture between TC 200 Cousins Party and Morgan Stanley.

“Title Company” means Fidelity National Title Insurance Company, 485 Lexington Ave, 18th Floor, New York, New York 10017, Attention: Terence Mullin.

“Title Commitment” has the meaning in Section 3.4.

“Updated Survey” means the updated ALTA/ACSM survey with respect to the Land and the Improvements prepared by Terra Surveying Co., Inc., dated January 10, 2013, last revised January 30, 2013.

“Venture” means Terminus Office Holdings LLC, a Delaware limited liability company.

“Venture Closing” means the consummation of the transactions contemplated by the Venture Contract.

“Venture Contract” means that certain Sale and Contribution Agreement dated as of the date hereof by and between VC Cousins Party and VC SPF Party.

“VC Cousins Party” means collectively, Cousins Properties Incorporated, 3280 Peachtree I LLC and 3280 Peachtree III LLC, each an affiliate of Purchaser.

“VC SPF Party” means Terminus Acquisition Company LLC, an affiliate of Seller.

“Venture Property” means collectively, Terminus 100 and Terminus 200.

“Warranty Deed” has the meaning in Section 5.1(a).

ARTICLE 2

PURCHASE AND SALE

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2.1Agreement to Sell and Purchase; Parties Comprising Seller. Subject to and in accordance with the terms and provisions of this Agreement, Seller agrees to sell and Purchaser agrees to purchase, the following property (collectively, the “Asset”):

(a)the Land;

(b)the Improvements;

(c)all of Seller’s right, title and interest in and to the Leases, the Guaranties, and the Security Deposits;

(d)the Personal Property; and

(e)the Intangible Property.

2.2Permitted Exceptions. The Asset will be conveyed subject to the matters which are, or are deemed to be, Permitted Exceptions.

2.3Earnest Money.

(a)Purchaser and Seller acknowledge that the Earnest Money has already been delivered to Escrow Agent. Upon the execution and delivery of this Agreement, the Earnest Money will be held and released by Escrow Agent in accordance with the terms of the Escrow Agreement.

(b)The Earnest Money will be applied to the Purchase Price at the Closing and will otherwise be held, refunded, or disbursed in accordance with the terms of the Escrow Agreement and this Agreement. All interest and other income earned from time to time on the Earnest Money will be earned for the account of Purchaser, and will be a part of the Earnest Money.

2.4Purchase Price. Subject to adjustment and credits as specified in this Section 2.4 and elsewhere in this Agreement, the purchase price (the “Purchase Price”) to be paid by Purchaser to Seller for the Asset is Two Hundred Thirty Two Million Six Hundred Thousand and No/100 Dollars ($232,600,000.00 U.S.). The Purchase Price will be paid by Purchaser to Seller at the Closing as follows:

(a)The Earnest Money will be paid by Escrow Agent to Seller at Closing; and

(b)An amount equal to the Purchase Price will be paid by Purchaser to Seller at the Closing by wire transfer of immediately available federal funds to an account designated by Seller, less the amount of the Earnest Money paid by Escrow Agent to Seller at Closing, and subject to prorations, adjustments and credits as specified in this Agreement.

2.5Independent Contract Consideration. A portion of the Earnest Money in an amount of One Hundred and No/100 Dollars ($100.00) (the “Independent Consideration”), will be earned by Seller upon execution and delivery of this Agreement by Seller and Purchaser. Seller and Purchaser mutually acknowledge and agree that $100.00 represents adequate bargained for consideration for Seller’s execution and delivery of this Agreement and Purchaser’s right to inspect

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the Asset pursuant to Article 3. This amount is in addition to and independent of any other consideration or payment provided for in this Agreement and is nonrefundable in all events. Upon the Closing or earlier termination of this Agreement, the Independent Consideration will be paid to Seller.

2.6Closing.

(a)The consummation of the sale by Seller and purchase by Purchaser of the Asset (the “Closing”) will be held on February 7, 2013 (the “Scheduled Closing Date”) subject to any rights that either Party may have to adjourn the Closing under this Agreement or automatic adjournment as expressly provided below (the date on which the Closing actually occurs, the “Closing Date”).  Seller and Purchaser agree to cooperate with one another to effect an escrow closing with the documents to be executed by each party to be delivered to Escrow Agent or to another mutually acceptable escrow agent so as to obviate the need for the representatives of Seller and Purchaser to attend the Closing. It is expressly understood and agreed that (i) the Venture Closing will take place over two days but all funds for the Venture Closing will remain in escrow until the Closing and funds for both the Venture Closing and the Closing will be released simultaneously, and (ii) the Closing under this Agreement is specifically contingent upon the Venture Closing which, in turn, is specifically contingent upon the Terminus 200 Equity Closing occurring simultaneously with, or prior to, the Venture Closing.  If either the Venture Contract or the Terminus 200 Equity Contract is terminated, then the parties to this Agreement shall have the rights and remedies set forth in this Section. If the closing under either the Venture Contract or the Terminus 200 Equity Contract is adjourned in accordance with the respective terms of such contracts, the Closing under this Agreement shall also be adjourned.

(b)Purchaser shall, and shall cause TC Cousins Party to, (A) timely perform in all material respects all of TC Cousins Party’s obligations under the Terminus 200 Equity Contract, (B) keep Seller reasonably informed on a reasonable basis as to the status and progress of the Terminus 200 Equity Contract, (C) promptly after the submission to Morgan Stanley of any (i) notices of default, (ii) notices of adjournment, (iii) notices of termination and (iv) notices relating to the failure of a condition precedent, proposed changes to the purchase price, or the Estimated Free Rent Credit or proposals as to the amount of the Final Free Rent Credit (as such terms are defined in the Terminus 200 Equity Contract)), deliver a copy of same to Seller, (D) promptly provide Seller with a copy of any (i) notices of default, (ii) notices of adjournment, (iii) notices of termination and (iv) notices relating to the failure of a condition precedent, proposed changes to the purchase price, or the Estimated Free Rent Credit or proposals as to the amount of the Final Free Rent Credit), received in connection with the Terminus 200 Equity Contract, (E) obtain Seller’s consent to any proposed material amendment or modification to the Terminus 200 Equity Contract, including, but not limited to, any amendment extending the date of the Terminus 200 Equity Closing (other than as expressly contemplated therein, but in such instance, Purchaser shall promptly deliver a copy of same to Seller) or mutual termination of the Terminus 200 Equity Contract, and (F) not exercise the termination right under Section 7.1(f) of the Terminus 200 Equity Contract (the “Convenience Termination Right”).

(c)In connection with any termination of the Venture Contract, if the Venture Closing is not consummated on account of (1) a breach or default by VC SPF Party, Seller shall be

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deemed to be in default under this Agreement and Purchaser shall be entitled to the rights and remedies described in Section 8.2 or (2) a breach or default by VC Cousins Party, Purchaser shall be deemed to be in default under this Agreement and Seller shall be entitled to the rights and remedies described in Section 8.1. If the Venture Closing is not consummated on account of (1) the failure of a condition precedent under the Venture Contract benefitting either party thereto that has not been waived (but excluding any condition precedent on account of a breach or default by a party to the Venture Contract), or (2) the exercise of any termination option expressly set forth in the Venture Contract (but excluding any termination option on account of a breach or default by a party to the Venture Contract), including, for example, a termination option resulting from a casualty or condemnation, such failure to consummate the Venture Closing shall be deemed to be a failure of a condition precedent to the obligations of Seller and Purchaser under this Agreement but shall not be deemed to be a default by Seller or Purchaser under this Agreement and, Escrow Agent shall promptly return the Earnest Money to Purchaser and, following such return, and, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, Seller and Purchaser will have no further rights or obligations under this Agreement.

(d)If the Terminus 200 Equity Closing is not consummated on account of (1) the failure of a condition precedent under the Terminus 200 Equity Contract benefitting TC Cousins Party (not related to a breach or default by Morgan Stanley), or (2) the exercise of any termination option expressly set forth in the Terminus 200 Equity Contract (not related to a breach or default by TC Cousins Party or Morgan Stanley and excluding the Convenience Termination Right), including, for example, a termination option resulting from a casualty or condemnation and provided that, in each case, the termination option did not arise as a result of a breach by Purchaser of its obligation to obtain Seller’s consent to any material amendment or modification to the Terminus 200 Equity Contract, as provided in Section 2(b) of this Agreement, such failure to consummate the Terminus 200 Equity Closing shall be deemed to be a failure of a condition precedent to the obligations of Seller and Purchaser under this Agreement but shall not be deemed to be a default by Seller or Purchaser under this Agreement and Escrow Agent shall promptly return the Earnest Money to Purchaser and, following such return, and, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, Seller and Purchaser will have no further rights or obligations under this Agreement.  If the Terminus 200 Equity Closing is not consummated and such failure to consummate arises out of any of the following: (x) TC Cousins Party being in breach or default under the Terminus 200 Equity Contract, (y) Purchaser having failed to obtain Seller’s consent to any material amendment or modification to the Terminus 200 Equity Contract, or (z) Purchaser having exercised the Convenience Termination Right, then, in each case, Purchaser shall be deemed to be in default under this Agreement and Seller shall be entitled to the rights and remedies described in Section 8.1. If the Terminus 200 Equity Closing is not consummated on account of a default or breach by Morgan Stanley under the Terminus 200 Equity Contract, such failure to consummate the Terminus 200 Equity Closing shall be deemed to be a failure of a condition precedent to the obligations of Seller and Purchaser under this Agreement but shall not be deemed to be a default by Seller or Purchaser under this Agreement, and in such case, this Agreement shall terminate and the Earnest Money shall be disbursed as follows:

i. if Purchaser shall have caused TC Cousins Party to diligently and continuously enforce its right to specific performance of the Terminus

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200 Equity Contract then Escrow Agent shall promptly return the Earnest Money to Purchaser; or

ii. if Purchaser shall have failed to cause TC Cousins Party to diligently and continuously enforce its right to specific performance of the Terminus 200 Equity Contract then Escrow Agent shall promptly (x) pay to Seller from the Earnest Money, an amount, not to exceed $500,000.00, equal to the actual out-of-pocket expenses incurred by or on behalf of Seller and VC SPF Party in connection with this Agreement, the Venture Agreement and the transactions contemplated by this Agreement and the Venture Agreement and (y) return the balance of the Earnest Money to Purchaser.

Following the payment of the Earnest Money pursuant to (i) or (ii) above, Seller and Purchaser will have no further rights or obligations under this Agreement except for those provisions of this Agreement which by their express terms survive the termination of this Agreement.

ARTICLE 3

PURCHASER’S INSPECTION AND REVIEW RIGHTS

3.1Due Diligence Inspections. Reference is hereby made to that certain Access Agreement dated as of December 12, 2012 by and between Cousins Properties Incorporated and Seller (as amended, the “Access Agreement”). Sections 1 and 10 of the Access Agreement are hereby incorporated by reference herein and the Access Agreement shall be binding upon Purchaser as though Purchaser had also entered into and executed same as “Prospective Purchaser” thereunder. All references in the Access Agreement to “Prospective Purchaser” shall be deemed to include both Purchaser and Cousins Properties Incorporated.

3.2Reserved.

3.3Condition of the Asset. Seller recommends that Purchaser employ one or more independent engineering and/or environmental professionals to perform engineering, environmental and physical assessments of the Asset.

3.4Title and Survey. Purchaser has received the Texas standard form title insurance commitment from the Title Company with respect to the Asset, a copy of which is attached as Schedule 11 (the “Title Commitment”) and the Updated Survey. Purchaser will have until the expiration of the Inspection Period to give written notice (the “First Title Notice”) to Seller of any objections Purchaser has to any exceptions to title disclosed in the Title Commitment or any matters revealed by the Updated Survey. At any time after the First Title Notice and prior to the Closing Date, Purchaser may give written notice of exceptions to title first appearing of record after the effective date of the Title Commitment or on any update to the Updated Survey. Seller has the right, but not the obligation (except as to Monetary Objections), to attempt to remove, satisfy or otherwise cure any exceptions to title to which Purchaser objects. Within five (5) days after receipt of Purchaser’s First Title Notice (or any subsequent notice given with respect to exceptions to title first disclosed to Purchaser in writing by an update to the Title Commitment or first appearing of

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record after the effective date of the Title Commitment or on any update of the Updated Survey), Seller will give written notice to Purchaser informing Purchaser of Seller’s election with respect to such objections. If Seller fails to give written notice within the five (5) day period, Seller is deemed to have declined to cure the objections (other than Monetary Objections). Except as to Monetary Objections (which Seller will be obligated to discharge), if Seller declines, or is deemed to have declined, to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, Seller determines and notifies Purchaser in writing that it is unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy will be either (i) to accept title to the Asset subject to such exceptions as if Purchaser had not objected and without reduction of the Purchase Price, or (ii) to terminate this Agreement within five (5) Business Days after the date Seller declines (or is deemed to decline) to cure any objection or advising Purchaser that Seller is unable to do so. On any such termination under clause (ii) above, Escrow Agent will promptly return the Earnest Money to Purchaser and, following such return, and, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, Seller and Purchaser will have no further rights or obligations under this Agreement. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller is obligated to cure or satisfy all Monetary Objections at or prior to Closing, and may use the proceeds of the Purchase Price at Closing for such purpose.

3.5Operating Agreements. Prior to the expiration of the Inspection Period, Purchaser will designate in writing which Operating Agreements, if any, Purchaser will assume and which Operating Agreements will be terminated by Seller at Closing; provided, however, that Seller will not be obligated to terminate (and Purchaser will not be obligated to assume) Operating Agreements, if any, that cannot be terminated by Seller upon thirty (30) days, or less, prior notice or that can be terminated by Seller only upon payment of a fee, premium, penalty or other form of early termination compensation. Taking into account any credits or prorations to be made pursuant to Article 5, Purchaser will assume the obligations first arising from and after the Closing Date under those Operating Agreements which will not be terminated. Seller, without cost to Purchaser, will terminate at Closing all Operating Agreements required by this Section 3.5 to be so terminated. If Purchaser fails to give notice to Seller, Purchaser will be deemed to have elected to assume all the Operating Agreements and to have waived its right to require Seller to terminate such Operating Agreements at Closing.

3.6Termination of Agreement. Purchaser will have until the expiration of the Inspection Period to determine, in Purchaser’s sole opinion and discretion, the suitability of the Asset for acquisition by Purchaser. Purchaser has the right for any reason or no reason to terminate this Agreement at any time on or before expiration of the Inspection Period by giving written notice to Seller. If Purchaser elects to terminate this Agreement pursuant to this Section 3.6, Escrow Agent will promptly pay the Earnest Money to Purchaser, and, following such payment, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, Seller and Purchaser will have no further rights or obligations under this Agreement. If Purchaser fails to terminate this Agreement prior to the expiration of the Inspection Period, Purchaser will have no further right to terminate this Agreement pursuant to this Section 3.6.

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3.7Confidentiality. All information acquired by Purchaser or any of Purchaser’s Representatives with respect to the Asset, whether delivered by Seller or any of Seller’s representatives or obtained by Purchaser as a result of its inspection and investigation of the Asset, examination of Seller’s books, records and files, or otherwise (collectively, the “Due Diligence Material”) will be used solely for the purpose of determining whether the Asset is suitable for Purchaser’s acquisition and ownership and for no other purpose whatsoever. The terms and conditions which are contained in this Agreement and all Due Diligence Material which is not published as public knowledge or which is not generally available in the public domain will be kept in strict confidence by Purchaser and will not be disclosed to any individual or entity other than to Purchaser’s Representatives for the purpose of assisting Purchaser in evaluating or acquiring or financing the Asset. However, Purchaser will have the right to disclose any such information if required by applicable law or as may be necessary in connection with any court action or other legal process. The limitations on disclosure contained in this Section 3.7 will not apply to any information (a) which at the time of disclosure is in the public domain, or (b) which after disclosure comes into the public domain for any reason except failure by Purchaser to comply with the terms of this Agreement. Purchaser agrees to indemnify and hold Seller harmless from and against any and all loss, liability, cost, actual damage or expense that Seller may suffer or incur (including, without limitation, reasonable attorneys’ fees actually incurred, but excluding consequential damages) as a result of the unpermitted disclosure or use of any of the Due Diligence Material. If Purchaser elects to terminate this Agreement or if the Closing fails to occur for any reason, Purchaser will promptly destroy all Due Diligence Material in the possession of Purchaser or maintain the same as confidential in a manner consistent with this Section 3.7.

ARTICLE 4

REPRESENTATIONS, WARRANTIES AND OTHER AGREEMENTS

4.1Representations and Warranties of Seller. Seller makes the following representations and warranties to Purchaser:

(a)Organization, Authorization and Consents. Seller is a duly organized and validly existing entity under the laws of the State of its formation. Seller has the right, power and authority to enter into this Agreement and to convey the Asset in accordance with the terms and conditions of this Agreement. The person executing this Agreement on behalf of Seller is authorized to do so.

(b)Action of Seller, Etc. Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement. On the applicable execution and delivery of this Agreement or any document to be delivered by Seller on or prior to the Closing, this Agreement and such document will constitute the valid and binding obligation and agreement of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors. No approvals or consents by third parties are required in order for Seller to consummate the transactions contemplated under this Agreement

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(c)No Violations of Agreements. Neither the execution, delivery or performance of this Agreement by Seller, nor compliance with the terms and provisions of this Agreement, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance on the Asset pursuant to the terms of any indenture, deed to secure debt, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which Seller is bound.

(d)Litigation. Other than as set forth on EXHIBIT “L”, there is no litigation currently pending against the Seller or the Asset, and Seller has received no written notice that any claim, investigation, action or proceeding is pending or threatened against Seller or the Asset. Seller has received no written notice that, and has no actual knowledge of, any claim, investigation, action or proceeding is pending or threatened, which (i) if determined adversely to Seller or the Asset, would materially and adversely affect the use or value of the Asset, or (ii) questions the validity of this Agreement or any action taken or to be taken pursuant to this Agreement, or (iii) involves condemnation or eminent domain proceedings involving the Asset.

(e)Existing Leases and Guaranties. Other than the Leases with the tenants listed on EXHIBIT “F”, there are no agreements (written or oral) in the nature of space leases, license, franchises or occupancy agreements, or any amendments, side letters or other documents related thereto affecting the Asset. EXHIBIT “F” contains a complete list of all Leases, Guaranties, security deposits and prepaid rent. The copies of the Leases and Guaranties delivered by Seller to Purchaser are true, correct and complete copies including all amendments. Except as set forth in item 2 on EXHIBIT ”G”, (i) there are no uncured landlord defaults under any of the Leases, (ii) Seller has not sent any written notice of default to any tenant under any of the Leases which remain uncured, (iii) there are no monetary defaults by any tenants under any of the Leases which remain uncured, and (iv) to Seller’s knowledge, there are no other defaults by any tenants under the Leases which remain uncured. As of the date hereof, the Security Deposits under the Leases are as set forth on EXHIBIT “F”. Except as set forth on EXHIBIT “G”, no tenant or occupant under any of the Leases has paid any rent for more than one month in advance. No tenant or occupant under the Leases is entitled to any free rent, abatement of rent, Tenant Concession, or to any reimbursement, credit or payment, except as set forth on EXHIBIT “K”. Except as set forth on EXHIBIT “G”, Seller has completed all required landlord construction obligations under the Leases. The Seller is the landlord under each of the Leases and has not assigned, mortgaged, pledged, sublet, hypothecated or otherwise encumbered any of its rights or interests under any of the Leases. Except as set forth on EXHIBIT “G”, there are no pending challenges or audits of charges brought by or on behalf of any occupant of the Asset. Seller has delivered to Purchaser a copy of Seller’s rent roll that is the rent roll Seller uses in the ordinary course of business, current as of the date set forth on the rent roll. However, Seller makes no representation or warranty as to the accuracy or completeness of the rent roll delivered to Purchaser.

(f)Leasing Commissions; Management and Leasing Agreement. (i) There are no lease brokerage agreements, leasing commission agreements or other agreements (“Commission Agreements”) providing for payments of any amounts to brokers or leasing agents for leasing activities or procuring tenants (“Leasing Commissions”) with respect to the Asset other than as disclosed on EXHIBIT “C”, and (ii) there are no agreements currently in effect relating to the

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management and leasing of the Asset other than as disclosed on EXHIBIT “C”. Except as set forth on EXHIBIT “G”, all Leasing Commissions accrued or due and payable under the Commission Agreements for the signed Leases have been paid in full by Seller.

(g)Taxes and Assessments. Except as may be set forth on EXHIBIT “J”, Seller has not filed, and has not retained anyone to file, notices of protests against, or to commence action to review, real property tax assessments against the Asset which remain pending.

(h)Environmental Matters. Except as set forth on EXHIBIT “M”, Seller has received no written notification that any governmental or quasi-governmental authority has determined that there are any violations of any Environmental Law with respect to the Asset that remain uncured.

(i)Compliance with Laws. Seller has received no written notice alleging any violations of law with respect to the Asset that remain uncured.

(j)Other Agreements. The Operating Agreements set forth on EXHIBIT “H-2” are all of the Operating Agreements that cannot be terminated by Seller upon thirty (30) days, or less, prior notice or that can be terminated by Seller only upon payment of a fee, premium, penalty or other form of early termination compensation. Except for the Leases, the Guaranties, the Commission Agreements, the Operating Agreements, and the Permitted Exceptions, there are no service contracts, leases, management agreements, brokerage agreements or other agreements or instruments in force or effect that grant to any person or any entity any right, title, interest or benefit in and to all or any part of the Asset or any rights relating to the use, operation, management, leasing, maintenance or repair of all or any part of the Asset which will survive the Closing or be binding upon Purchaser other than those which Purchaser has agreed in writing to assume prior to the expiration of the Inspection Period (or is deemed to have agreed to assume).

(k)Seller Not a Foreign Person. Seller is not a “foreign person” which would subject Purchaser to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended.

(l)Condemnation; Assessments. Seller has received no written notice of, and, to Seller’s knowledge, there has been no commencement or threatened (in writing) commencement of any proceedings for taking by condemnation or eminent domain of any part of the Asset. To Seller’s knowledge, Seller has received no written notice of any special assessments affecting (or pending with respect to) the Asset.

(m)Employees. Seller has no employees to whom by virtue of such employment and as a result of Purchaser’s acquisition of the Asset, Purchaser will have any obligation after the Closing.

(n)OFAC. Neither Seller nor any entity or person with greater than a 25% direct or indirect interest in Seller (i) is named on any list (“OFAC List”) of persons, entities and governments issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 – Blocking Property and Prohibiting

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Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order 13224”), as in effect on the date hereof, (ii) is included in, owned by, controlled by, knowingly acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the persons, entities or governments referred to or described in any OFAC List, or (iii) has knowingly conducted business with or knowingly engaged in any transaction with any person, entity or government named on any OFAC List, or any person, entity or government included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or, to Sellers’ knowledge, otherwise associated with any of the persons, entities or governments referred to or described in any OFAC List.

(o)Bankruptcy. Seller has not (i) made a general assignment for the benefit of its creditors, (ii) admitted in writing its inability to pay its debts as they mature, (iii) had an attachment, execution or other judicial seizure of any property interest which remains in effect or (iv) become generally unable to meet its financial obligations as they accrue. There is not pending any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or recomposition of Seller, or the debts of Seller under any law relating to bankruptcy, insolvency, reorganization or relief of debtors or seeking appointment of a receiver, trustee, custodian or other similar official for Seller or all or any substantial part of its property.

(p)Personal Property. Seller has good title to the Personal Property.

(q)Audit Confirmations. All confirmations made by Seller in that certain audit letter to Frazier & Deeter, LLC (each, a “Confirmation” and collectively, the “Confirmations”) are hereby incorporated by reference herein and will be deemed to be made by Seller with the same force and effect as if same were explicitly contained in this Section 4.1 as representations. All references to “representations and warranties in this Agreement”, “representations and warranties made in this Agreement”, “representations and warranties contained in this Agreement” (or words of similar import) shall be deemed to include the Confirmations. If Seller shall breach any Confirmation, Seller’s liability to Purchaser for such breach shall be limited in accordance with this Section 4.1.

(r)Easements. To Seller’s knowledge, no sums are owed by Seller to any grantor under the Easement Agreements.

The representations and warranties made in this Agreement by Seller will be continuing and will be deemed remade by Seller as of the Closing Date with the same force and effect as if made on, and as of, such date, subject to Seller’s right to update such representations and warranties by written notice to Purchaser and in Seller’s certificate to be delivered pursuant to Section 5.1(g) (provided any such update will not excuse any change in facts resulting from a default by Seller under this Agreement or any other documents delivered with respect to the transaction contemplated under this Agreement). All representations and warranties made in this Agreement by Seller will survive the Closing; provided, that, Purchaser shall be deemed to have waived all claims breaches of representations and warranties and any applicable statute of limitations on account of such breach unless, within one (1) year following Closing, Purchaser has provided Seller written notice of an alleged breach thereof (which notice, to be effective as such, must set forth the representation or

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warranty allegedly breached and also contain a reasonable description of the factual basis upon which such claim is based).

Notwithstanding anything to the contrary contained in this Agreement, Seller will have no liability to Purchaser for the breach of any representation or warranty made in this Agreement unless the loss or damage resulting from Seller’s breach of its representations and warranties exceeds, in the aggregate, Fifty Thousand and No/100 Dollars ($50,000.00 US), in which event Seller will be liable for each dollar of damages resulting from the breach or breaches of its representations and warranties, but in no event will Seller’s total liability for any such breach or breaches exceed, in the aggregate, Five Million and No/100 Dollars ($5,000,000.00 US); provided, however, that such limitations of liability shall not apply to any breach by Seller with respect to its representation and warranty as to the free rent, abatement of rent, Tenant Concessions or any reimbursements, credits or payments owed to a tenant, as set forth in subsection 4.1(e) above. In no event will Seller be liable for, nor will Purchaser seek, any consequential, indirect or punitive damages; and in no event will any claim for a breach of any representation or warranty of Seller be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to the Closing or which was contained in the secure electronic data room established by or on behalf of Seller. The provisions of this paragraph shall survive Closing.

4.2As-Is Sale; Release. Purchaser acknowledges (i) that Purchaser has entered into this Agreement with the intention of making and relying on its own investigation or that of Purchaser’s own consultants and representatives with respect to the physical, environmental, economic and legal condition of the Asset (other than Seller’s representations and warranties contained in this Agreement and/or in any document delivered by Seller at Closing pursuant to this Agreement), and (ii) that Purchaser is not relying upon any statements, representations or warranties of any kind, other than those specifically set forth in this Agreement or in any document to be executed and delivered by Seller to Purchaser at the Closing, made (or purported to be made) by Seller or anyone acting or claiming to act on Seller’s behalf. Purchaser will inspect the Asset and will be fully familiar with its physical condition and, subject to the terms and conditions of this Agreement, will purchase the Asset in an “as is” condition, “with all faults,” on the Closing Date (other than Seller’s representations and warranties contain in this Agreement and/or in any document delivered by Seller at Closing pursuant to this Agreement).

NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE EXECUTED AND DELIVERED BY SELLER TO PURCHASER AT THE CLOSING, SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO PURCHASER WHATSOEVER, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, WITH RESPECT TO THE ASSET, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR USE, OR WITH RESPECT TO THE VALUE, PROFITABILITY OR MARKETABILITY OF THE ASSET. PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE EXECUTED AND DELIVERED BY SELLER TO PURCHASER AT THE CLOSING, SELLER HAS NOT MADE, DOES NOT AND WILL NOT MAKE ANY REPRESENTATION OR

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WARRANTY WITH REGARD TO THE CONDITION OR COMPLIANCE OF THE ASSET WITH RESPECT TO ANY ENVIRONMENTAL PROTECTION, HUMAN HEALTH, SAFETY, OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO THOSE PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE, MANAGEMENT, OR DISPOSAL OF ANY TOXIC OR HAZARDOUS SUBSTANCES, HAZARDOUS WASTE OR TOXIC, REGULATED SUBSTANCES, INCLUDING WITHOUT LIMITATION PETROLEUM PRODUCTS, ASBESTOS, LEAD-BASED PAINT AND OTHER SUBSTANCES. PURCHASER IS PURCHASING THE ASSET IN AN “AS IS” CONDITION, “WITH ALL FAULTS” AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE EXECUTED AND DELIVERED BY SELLER TO PURCHASER AT THE CLOSING.

In reliance on the truth and accuracy of the representation and warranty made by Seller in Section 4.1(h) of this Agreement, to the fullest extent permitted by law, Purchaser unconditionally waives and releases Seller, and its partners, beneficial owners, officers, directors, shareholders and employees from any present or future claims and liabilities of any nature arising from or relating to the presence or alleged presence of Hazardous Substances in, on, at, from, under or about the Asset or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Asset or any adjacent property prior to or after the date of this Agreement. In addition, notwithstanding anything contained herein to the contrary, Purchaser shall have the right to implead or otherwise seek joinder of Seller with respect to any claims brought against Purchaser by a third party unaffiliated with Purchaser relating to Hazardous Substances disposed of or released in, on or under the Land and/or Improvements during Seller’s period of ownership of the Asset for which Seller shall be liable under any statute concerning liability for contamination by Hazardous Substances. The terms and provisions of this Section 4.2 will survive Closing.

4.3Knowledge Defined. All references in this Agreement to the “knowledge of Seller” will refer only to the actual knowledge of Virgilio De La Piedra, whom is the asset manager responsible for the Asset at J.P. Morgan Investment Management Inc. The term “knowledge of Seller” will not be construed, by imputation or otherwise, to refer to the knowledge of any affiliate of Seller, or to any other partner, beneficial owner, officer, agent, manager, representative or employee of Seller, or any of their respective affiliates, or to impose on any of the individuals named above any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. There will be no personal liability on the part of the individuals named above arising out of any representations or warranties made in this Agreement or otherwise. All references in this Agreement to the “knowledge” of Purchaser or words of similar import will refer only to the actual knowledge of Colin Connolly, the acquisition officer of Cousins Properties Incorporated responsible for this transaction, and shall not be construed, by imputation or otherwise, to refer to the knowledge of any affiliate of Purchaser, or to any other partner, beneficial owner, officer, agent, manager, representative or employee of Purchaser, or any of their respective affiliates.

4.4Covenants and Agreements of Seller.

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(a)Leasing Arrangements. During the pendency of this Agreement except as provided in this clause (a), Seller will not enter into any lease, license or other occupancy agreement affecting the Asset, or modify, amend, or terminate, any of the existing Leases without Purchaser’s prior written consent in each instance, each of which requests will be accompanied by a copy of any proposed modification or amendment of an existing Lease or of any new Lease that Seller wishes to execute between the Effective Date and the Closing Date, including, without limitation, a description of any Tenant Concessions, free rent and Leasing Commissions associated with any proposed renewal or expansion of an existing Lease or with any such new Lease.

Notwithstanding any other provision of this Agreement to the contrary, Purchaser’s consent is not required for managerial activities related to the Leases conducted in the ordinary course, such as providing estoppel certificates and executing agreements establishing critical lease dates (such as commencement dates, rent commencement dates, expiration dates, etc., but excluding (i) any action relating to common area maintenance or other tenant reimbursables with respect to a tenant or other occupant of the Asset that would impact any period after the Effective Date, except to the extent approved as an Approved Lease (as hereinafter defined), or (ii) the granting of any concession to a tenant or other occupant of the Asset for (or impacting) any period after the Effective Date, except to the extent approved as an Approved Lease. Seller will deliver copies of all of such documents promptly to Purchaser, but in all events not later than five (5) Business Days prior to Closing. With regard to all correspondence to and from Seller and Purchaser relating to leasing activities pursuant to this Section 4.4(a), it is agreed that the correspondence may be given by e-mail to Virgilio V. De La Piedra (virgilio.v.delapiedra@jpmorgan.com) of Seller and Colin Connolly (colinconnolly@cousinsproperties.com) of Purchaser so that the timeliness of information sharing and response on these matters will be enhanced.

(b)New Operating Agreements. During the pendency of this Agreement, Seller will not enter into any contract, or modify, amend, renew or extend any existing contract, that will be an obligation affecting the Asset subsequent to the Closing or terminate any of the Operating Agreements which Purchaser has elected to assume without Purchaser’s prior written consent in each instance.

(c)Operation of Asset. During the pendency of this Agreement, Seller will continue to operate and maintain the Asset in a manner consistent with Seller’s past practices in the normal course of business.

(d)Insurance. During the pendency of this Agreement, Seller will, at its expense, continue to maintain the insurance policies covering the Improvements which are currently in force and effect.

(e)Tenant Estoppel Certificates. Seller will endeavor in good faith (but without obligation to incur any material cost or expense) to obtain and deliver to Purchaser prior to Closing a written Tenant Estoppel Certificate in the form attached as EXHIBIT “I” signed by each of the tenants under the Leases (unless such tenant’s Lease provides for a different form of estoppel, in which event the form required by such Lease will be sufficient to satisfy the requirements set forth in Section 6.1(e), provided such form is consistent with Exhibit “I”); provided that delivery of such signed Tenant Estoppel Certificates will be a condition of Closing only to the extent set forth

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in Section 6.1(e); and in no event will the inability or failure of Seller to obtain and deliver the Tenant Estoppel Certificates be a default of Seller.

(f)Notices. Seller will keep Purchaser informed as to all material developments with respect to the Asset including, without limitation, providing Purchaser with (i) prompt notice of all new Leases and Operating Agreements or modifications to existing Leases and Operating Agreements entered into in accordance with the terms of this Agreement (together with copies thereof), (ii) copies of all material correspondence received or delivered with respect to the Asset (including default notices under the Leases and Operating Agreements), promptly following receipt or delivery, and (iii) notice of any breach of the representations and warranties of Seller contained in this Agreement promptly following Seller becoming aware of any such breach.

(g)Ongoing Lawsuit. With respect to Case No. 2011-69511, styled POC Lease Holdings, LLC v. Crescent POC Investors, L.P., filed in the 234th District Court of Harris County, Texas (the “Ongoing Lawsuit”), Seller hereby agrees to continue to defend the Ongoing Lawsuit at its sole cost and expense both prior to the Closing and after the Closing. If the Purchaser or any Affiliate is named as a defendant in the Ongoing Lawsuit, Seller hereby agrees to defend Purchaser and any such Affiliate at Seller’s sole cost and expense with attorneys selected by Seller (and Purchaser waives any actual or perceived conflict of interest in connection therewith). Purchaser acknowledges and agrees that Seller shall have sole control of the Ongoing Lawsuit, including the right to compromise and/or settle the same or cause the same to be tried and to take, conduct, withdraw and/or settle appeals; provided, however, Purchaser’s consent shall be required in connection with any lease modification or amendment negotiated as part of any settlement or any modification or release of such tenant’s obligations arising from and after the Closing Date, which such consent shall not be withheld with respect to an extension of the lease term not to exceed nine months at then current rental rates under the Lease, and which consent shall not otherwise be unreasonably withheld. Seller shall keep Purchaser reasonably informed as to the status of the Ongoing Lawsuit and consult with Purchaser with respect thereto following request. Purchaser shall reasonably cooperate with Seller in connection with the Ongoing Lawsuit including, without limitation, executing all instruments and documents which may reasonably be requested in order to facilitate defending, settling or appealing the Ongoing Lawsuit. If Seller shall elect to settle the Ongoing Lawsuit, Seller shall be responsible for the cost of settlement (but shall not be required to compensate Purchaser for the economic impact of any lease extension not exceeding nine months as long as such extension is at then current rental rates under the lease). Any payments or reimbursements made or required to be made to Tenant or its representatives in connection with the Ongoing Lawsuit, whether in connection with a settlement, judgment or otherwise, shall be paid by Seller at its sole expense; however, Seller shall not be required to compensate Purchaser for the economic impact of any lease extension not exceeding nine months as long as such extension is at then current rental rates under the lease. The terms and provisions of this Section 4.4(g) will survive Closing.

4.5Representations and Warranties of Purchaser.

(a)Organization, Authorization and Consents. Purchaser is a duly organized and validly existing entity under the laws of its state of formation. Purchaser has the right, power

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and authority to enter into this Agreement and to purchase the Asset in accordance with the terms and conditions of this Agreement.

(b)Action of Purchaser, Etc. Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and on the execution and delivery of any document to be delivered by Purchaser on or prior to the Closing, this Agreement and such document will constitute the valid and binding obligation and agreement of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors.

(c)No Violations of Agreements. Neither the execution, delivery or performance of this Agreement by Purchaser, nor compliance with the terms and provisions of this Agreement, will result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under the terms of any indenture, deed to secure debt, mortgage, deed of trust, note, evidence of indebtedness or any other agreement or instrument by which Purchaser is bound.

(d)Litigation. To Purchaser’s knowledge, Purchaser has received no written notice that any action or proceeding is pending or threatened, with respect to the validity of this Agreement or any action taken or to be taken pursuant to this Agreement.

(e)OFAC. Purchaser (i) is not named on any OFAC List, (ii) is not included in, owned by, controlled by, knowingly acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the persons, entities or governments referred to or described in any OFAC List, or (iii) has not knowingly conducted business with or knowingly engaged in any transaction with any person, entity or government named on any OFAC List, or any person, entity or government included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or, to Purchaser’s knowledge, otherwise associated with any of the persons, entities or governments referred to or described in any OFAC List.

The representations and warranties made in this Agreement by Purchaser will be continuing and will be deemed remade by Purchaser as of the Closing Date, with the same force and effect as if made on, and as of, such date subject to Purchaser’s right to update such representations and warranties by written notice to Seller and in Purchaser’s certificate to be delivered pursuant to Section 5.2(d). All representations and warranties made in this Agreement by Purchaser will survive the Closing for a period of one (1) year. On the expiration of the one (1) year period, all representations and warranties will be of no further force or effect except to the extent that with respect to any particular alleged breach, Seller gives Purchaser written notice prior to the expiration of the one (1) year period of such alleged breach with reasonable detail as to the nature of such breach and files an action against Purchaser within ninety (90) days after the giving of such notice.

ARTICLE 5

CLOSING DELIVERIES, CLOSING COSTS AND PRORATIONS

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5.1Seller’s Closing Deliveries. As a condition precedent to Purchaser’s delivery to Seller of the Purchase Price, Seller will obtain or execute and deliver to Purchaser at Closing the following documents, all of which will be duly executed by Seller and acknowledged and notarized where required:

(a)Deeds. A special warranty deed in the form attached as SCHEDULE 1-A (the “Warranty Deed”) describing the property using the legal description set forth on EXHIBIT “A” attached hereto, subject only to the Permitted Exceptions and a quitclaim deed in the form attached as SCHEDULE 2-A describing the property using the legal description set forth on the Updated Survey (the “Quitclaim Deed”; together with the Warranty Deed, collectively, the “Deeds”);

(b)Bill of Sale. A bill of sale for the Personal Property in the form attached as SCHEDULE 2 (the “Bill of Sale”);

(c)Assignment and Assumption of Leases, Guaranties and Security Deposits. Two (2) counterparts of the Assignment and Assumption of Leases in the form attached as SCHEDULE 3;

(d)Assignment and Assumption of Operating Agreements. Two (2) counterparts of the Assignment and Assumption of Operating Agreements in the form attached as SCHEDULE 4;

(e)General Assignment. An assignment of the Intangible Property in the form attached as SCHEDULE 5 (the “General Assignment”);

(f)Seller’s Affidavit. An owner’s affidavit substantially in the form attached as SCHEDULE 6 (“Seller’s Affidavit”);

(g)Seller’s Certificate. A certificate in the form attached as SCHEDULE 7 (“Seller’s Certificate”);

(h)FIRPTA Certificate. A FIRPTA Certificate in the form attached as SCHEDULE 8;

(i)Evidence of Authority Such documentation as may reasonably be required by Purchaser’s title insurer to establish that the execution and delivery of the documents required under this Agreement are duly authorized, executed and delivered;

(j)Settlement Statement A settlement statement, prepared by Seller and approved by Purchaser, setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement (only one consolidated settlement statement will be prepared);

(k)Surveys and Plans. Such surveys, site plans, plans and specifications, and other matters relating to the Asset as are in the possession of Seller to the extent not previously delivered to Purchaser;

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(l)Leases and Guaranties. To the extent the same are in Seller’s possession, original executed counterparts of the Leases and Guaranties;

(m)Tenant Estoppel Certificates. All originally executed Tenant Estoppel Certificates as may be in Seller’s possession or control;

(n)Notices of Sale to Tenants. Seller will join with Purchaser in executing a notice, in form and content reasonably satisfactory to Seller and Purchaser (the “Tenant Notices of Sale”), which Seller and Purchaser will send on the date of Closing to each tenant under the Leases informing such tenant of the sale of the Asset and of the assignment to and assumption by Purchaser of the Leases and the Security Deposits and directing that all rent and other sums payable for periods after the Closing under such Lease will be paid as set forth in the notices;

(o)Other Notices of Sale. Seller will join with Purchaser in executing notices, in form and content reasonably satisfactory to Seller and Purchaser (the “Other Notices of Sale”), which Seller and Purchaser will send on the date of Closing to each service provider under the Operating Agreements and Commission Agreements (as the case may be) assumed by Purchaser at Closing informing such service provider of the sale of the Asset and of the assignment to and assumption by Purchaser of Seller’s obligations under the Operating Agreements and Commission Agreements arising after the Closing Date and directing that all future statements or invoices for services under such Operating Agreements and/or Commission Agreements for periods after the Closing be directed to Seller or Purchaser as set forth in the notices. Furthermore, Seller will join with Purchaser in executing such other notices as are required by applicable city of Houston ordinances or other laws relating to, by way of example, the applicability of restrictive covenants against the Asset (if any) and the existence of any special management district (e.g. the Post Oak Management District) in which the Asset is located;

(p)Keys and Records. All of the keys to any door or lock for the Improvements and the original tenant files and other books and records (excluding any appraisals, budgets, strategic plans for the Asset, internal analyses, information regarding the marketing of the Asset for sale, submissions relating to Seller’s obtaining of corporate authorization, attorney and accountant work product, attorney-client privileged documents, or other information in the possession or control of Seller or Seller’s Asset manager which Seller deems proprietary) relating to the Asset in Seller’s possession;

(q)Audit Letter. Three (3) counterparts of the audit representation letter from Seller to Frazier & Deeter LLC, containing the Confirmations referenced in Section 4.1(q), in the form agreed to by the parties (the “Audit Letter”).

(r)Reserved;

(s)Reserved;

(t)Reserved;

(u)Reserved;

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(v)Domain Name Transfer Agreement. Two (2) counterparts of the Domain Name Transfer Agreement executed by Seller. Additionally, Seller shall use commercially reasonable efforts to cause Cassidy Turley to execute two (2) counterparts of the Domain Name Transfer Agreement prior to Closing. If Cassidy Turley does not execute two (2) counterparts of the Domain Name Transfer Agreement prior to Closing, Seller shall continue to use commercially reasonable efforts to cause Cassidy Turley to execute same as soon as possible after the Closing; and

(w)Other Documents. Such other documents as are reasonably requested by Purchaser’s counsel to effectuate the purposes and intent of this Agreement, provided same do not increase Seller’s obligations or decrease Seller’s rights under this Agreement.

5.2Purchaser’s Closing Deliveries. Purchaser will execute and deliver to Seller at Closing the following documents (which, as applicable, will be delivered to each Seller with respect to the portion of the Asset it owns), all of which will be duly executed, acknowledged and notarized where required:

(a)Assignment and Assumption of Leases. Two (2) counterparts of the Assignment and Assumption of Leases;

(b)Assignment and Assumption of Operating Agreements. Two (2) counterparts of the Assignment and Assumption of Operating Agreements;

(c)Reserved;

(d)Purchaser’s Certificate. A certificate in the form attached as SCHEDULE 9 (“Purchaser’s Certificate”), evidencing the reaffirmation of the truth and accuracy in all material respects of Purchaser’s representations, warranties and agreements contained in Section 4.5, with such modifications as may be appropriate in light of any change in circumstances since the Effective Date;

(e)Notices of Sale to Tenants. The Tenant Notices of Sale;

(f)Notices of Sale to Service Contractors and Leasing Agents. The Other Notices of Sale;

(g)Settlement Statement A settlement statement prepared by Seller and approved by Purchaser setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

(h)Evidence of Authority. Evidence of Purchaser’s authority, authorizing the purchase contemplated in this Agreement, the execution and delivery of the documents required under this Agreement, and designating the signatures of the persons who are to execute and deliver all such documents on behalf of Purchaser or if Purchaser is not a corporation, such documentation as Seller may reasonably require;

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(i)Audit Letter. Three (3) counterparts of the Audit Letter executed by Purchaser and Cousins Properties Incorporated;

(j)Reserved;

(k)Reserved;

(l)Domain Name Transfer Agreement. Two (2) counterparts of the Domain Name Transfer Agreement executed by Purchaser; and

(m)Other Documents. Such other documents as are reasonably requested by Seller’s counsel to effectuate the purposes and intent of this Agreement, provided same do not increase Purchaser’s obligations or decrease Purchaser’s rights under this Agreement; and

5.3Closing Costs. Seller will pay the attorneys’ fees of Seller, the “basic” title insurance premium for a standard form (Form T-1) Texas Owner’s Policy of Title Insurance issued by the Title Company in the State of Texas with coverage in the amount of the Purchase Price and all other costs and expenses incurred by Seller in closing and consummating the purchase and sale of the Asset. Purchaser will pay the cost of the recording of the Deeds, any updates to the Title Commitment, the amount by which the title insurance premium costs for the Owner’s Policy of Title Insurance and all endorsements thereto (including limiting the survey exception to shortages in area) exceeds the “basic” title insurance premium for a standard form Texas Owner’s Policy of Title Insurance with coverage in the amount of the Purchase Price, any lender’s title insurance premium and any endorsement fees, the cost of reimbursing Seller for the Updated Survey, the cost of the Updated Survey, the attorneys’ fees of Purchaser, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Asset and in closing and consummating the purchase and sale of the Asset.

5.4Prorations and Credits. The items in this Section 5.4 will be prorated or credited, as specified, between Seller and Purchaser as of 11:59 p.m. of the day prior to Closing, so that Seller receives all income and pays all expenses through the day prior to the Closing Date, and Purchaser receives all income and pays all expenses from and after the Closing Date:

(a)Taxes. All general and special real estate taxes and assessments imposed by any governmental authority (“Taxes”) for the year in which the Closing occurs will be prorated between Seller and Purchaser as of the Closing Date. If the Closing occurs prior to the receipt by Seller of the tax bill for the calendar year or other applicable tax period in which the Closing occurs, Taxes will be prorated for such calendar year or other applicable tax period based upon the prior year’s tax bill. If Purchaser shall file an appeal for the 2013 Taxes, Purchaser shall agree to keep Seller reasonably informed on a reasonable basis as to the status and progress of such appeal, and Seller agrees to reasonably cooperate with Purchaser in connection with such appeal. Any reduction in Taxes will be reflected in the reproration of Taxes in Section 5.4(b) below and the year end reconciliation in Section 5.4(g). In connection with the proration of Taxes, Seller and Purchaser will prorate any fee (including any contingency fee) charged by Purchaser’s tax consultant, which will be due as a result of the appeal of 2013 Taxes.

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(b)Reproration of Taxes. If applicable, following Closing and within thirty (30) days after Purchaser’s receipt of final bills for Taxes, Purchaser will prepare and present to Seller a calculation of the reproration of such Taxes based upon the actual amount of such Taxes for the year in which the Closing occurs. The parties will make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Purchaser’s calculation and appropriate back-up information. In addition, if Taxes are appealed for 2013, each party will be entitled to its proportionate share of any refund or reduction in Taxes (after deduction by Purchaser of its actual third party costs of the appeal), and Seller and Purchaser will again reprorate Taxes, as applicable, when the appeal is finalized. The provisions of this Section 5.4(b) will survive the Closing.

(c)Rents and Other Income. Rents and any other amounts paid to Seller by the tenants will be prorated as of the Closing Date and be adjusted against the Purchase Price on the basis of a schedule which will be prepared by Seller and delivered to Purchaser for Purchaser’s review and approval prior to Closing. Seller and Purchaser will prorate all rents, additional rent, percentage rent, common area maintenance charges, operating expense contributions, tenant reimbursements and escalations, and all other payments under the Leases received as of the Closing Date. Seller will retain rent payments paid by tenants and which are attributable to the period through the day prior to the Closing Date. Seller will retain operating expense payments paid by tenants and applicable to those expenses paid or payable by Seller through the day prior to the Closing Date for which Seller is entitled to reimbursement under the Leases (including, without limitation, Taxes, charges for appeals relating to Taxes to the extent permitted under the Leases, and insurance). The expenses will be reasonably estimated if not ascertainable as of the Closing Date. The expenses will be readjusted as provided in Section 5.4(g) below when actual amounts are determined. Seller agrees to and will pay to Purchaser, upon receipt, any rents or other payments by tenants under their respective Leases that apply to periods from and after the Closing or expenses incurred by Purchaser after Closing but which are received by Seller after Closing. Purchaser agrees to pay to Seller, upon receipt, any rents or other payments by tenants under their respective Leases that apply to periods prior to Closing or expenses incurred by Seller prior to Closing but which are received by Purchaser after Closing, after having applied any such rents or payments to sums owing with respect to the period after the Closing. It is understood and agreed that Purchaser will not be legally responsible to Seller for the collection of any rents or other charges payable with respect to the Leases which are delinquent or past due as of the Closing Date; but Purchaser agrees that Purchaser will send monthly notices for a period of one (1) year in an effort to collect any rents and charges not collected as of the Closing Date.

To the extent there are any payments made to or by Seller under any Permitted Exceptions (or any recorded documents that benefit the Land) (for example, reciprocal easement agreements or other cost-sharing agreements) such amounts will be appropriately prorated between Seller and Purchaser.

The provisions of this Section 5.4(c) will survive the Closing.

(d)Percentage Rents. Percentage rents, if any, collected by Purchaser from any tenant under such tenant’s Lease for the percentage rent accounting period in which the Closing occurs will be prorated between Seller and Purchaser as of the Closing Date, as, if, and when received

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by Purchaser. Seller’s pro rata share will be an amount equal to the total percentage rentals paid for such percentage rent accounting period under the applicable Lease multiplied by a fraction, the numerator of which will be the number of days in such accounting period prior to Closing and the denominator of which will be the total number of days in such accounting period. The provisions of this Section 5.4(d) will survive the Closing for a period of one (1) year.

(e)Credit for Tenant Concessions and Free Rent; Leasing Costs. At Closing, Purchaser will receive a credit against the Purchase Price in the aggregate amount of $1,676,249.49 for the Tenant Concessions, remaining free rent and tenant improvement rent credits, as shown on EXHIBIT “N”. Purchaser will be responsible for and assume the Tenant Concessions, remaining free rent and tenant improvement rent credits described on EXHIBIT “K”. Purchaser will not be required to reimburse Seller for, and Seller will be responsible for payment of, any Leasing Commissions under existing leases to the extent due prior to the Closing Date.  From and after the Closing Date, Purchaser will be responsible for and assume the Leasing Commissions to the extent due from and after the Closing Date. At Closing, Leasing Costs (as hereinafter defined) shall be prorated and a credit shall be given to Seller, based on the actual number of days elapsed during the term of the applicable Approved Lease (as hereinafter defined) following the rent commencement date of such Approved Lease. For purposes of this Section 5.4(e), (i) the term “Leasing Costs” shall collectively mean Leasing Commissions, Tenant Concessions and other out of pocket expenses, including reasonable attorneys’ fees incurred by Seller in connection with an Approved Lease, and (ii) the term “Approved Lease” shall mean a renewal or expansion of any existing Lease or new Lease entered into after the Effective Date and approved by Purchaser in accordance with Section 4.4(a).

(f)Security Deposits. Purchaser will receive at Closing a credit for all Security Deposits held by Seller under the Leases. Seller will, at Seller’s expense, assign to Purchaser any letters of credit held as Security Deposits under the Leases.

(g)Utilities; Operating Expenses; Year End Reconciliation. Seller will cooperate with Purchaser to transfer utilities to Purchaser’s name effective as of the Closing in a manner so as to avoid any interruption of utilities. The parties will request all utility suppliers to read the utility meters so that the final bill is issued to Seller with charges through the day prior to Closing and Seller will be responsible for all utility charges through the day prior to Closing and Purchaser will be responsible for all utility charges from and after the day of Closing. Personal property taxes (if any), installment payments of special assessment liens, sewer charges, and normally prorated operating expenses actually paid or payable by Seller as of the Closing Date (which will include expenses under all Operating Agreements which, even if terminated at or prior to Closing as provided in Section 3.5, continue by their terms for a period after Closing) will be prorated as of the Closing Date and adjusted against the Purchase Price. Within ninety (90) days after the Closing, Purchaser and Seller will make a further adjustment for such expenses which may have accrued or been incurred prior to the Closing Date, but which were not paid as of the Closing Date. In addition, within ninety (90) days after the close of the fiscal year(s) used in calculating the pass-through to tenants of operating expenses and/or common area maintenance costs under the Leases (where such fiscal year(s) include(s) the Closing Date), Purchaser will prepare year-end reconciliation statements and submit them to Seller for Seller’s review and reasonable approval. Seller will cooperate with

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Purchaser after the Closing in all reasonable respects to assist Purchaser in its preparation of year-end reconciliation statements. Purchaser will deliver reconciliation statements to the tenants. Seller and Purchaser will re-prorate, on a fair and equitable basis, all rents and income prorated pursuant to this Section 5.4 as well as all expenses prorated pursuant to this Section 5.4. Purchaser will pay any amount owed to Seller within one hundred twenty (120) days after the close of the fiscal year or, as applicable, Seller will pay any amounts owed to Purchaser within such time period. When reconciliations are done, all prorations of rent and other income will be made based on the cumulative amounts collected from tenants in such fiscal year and applied first to actual expense amounts paid by Seller prior to the Closing Date and then to Purchaser for actual expense amounts paid by Purchaser from and after the Closing Date. Purchaser acknowledges and agrees that Seller shall have sole control of the pending tax appeal for 2012 Taxes, including the right to compromise and/or settle the same. Seller shall be solely responsible for payment to tenants of their respective proportionate share of any tax adjustment for calendar year 2012 Taxes, including any refund or credit that may be due under the Leases as a result of such tax appeal. The provisions of this Section 5.4(g) will survive the Closing.

ARTICLE 6

CONDITIONS TO CLOSING

6.1Conditions Precedent to Purchaser’s Obligations. The obligations of Purchaser to consummate the transaction contemplated under this Agreement are conditioned on the satisfaction of each of the following conditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date:

(a)Seller has delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including, but not limited to Section 5.1;

(b)Seller has performed, in all material respects, all covenants, agreements and undertakings of Seller contained in this Agreement;

(c)All representations and warranties of Seller as set forth in this Agreement are true and correct in all material respects as of the date of this Agreement and as of Closing;

(d)All conditions precedent under the Terminus 100 Contract shall have been satisfied and the Venture shall have been formed and have acquired (or be prepared to acquire contemporaneously with the Closing) the Venture Property;

(e)Tenant Estoppel Certificates from tenants under the Leases constituting at least eighty percent (80%) of the leased space within the Asset will have been delivered to Purchaser, with each such estoppel certificate (i) to be substantially in the form attached as EXHIBIT “I”; provided, however, if a tenant’s Lease provides for a different form of estoppel, Seller will initially deliver to such tenant a Tenant Estoppel Certificate in the form attached as EXHIBIT “I”, but if the tenant will only sign an estoppel in the form required by such Lease, then such estoppel form will be sufficient to satisfy the requirements set forth in this Section 6.1(e) so long as such form

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contains substantially the same provisions as EXHIBIT “I”, (ii) to be dated within thirty (30) days prior to the Closing Date, (iii) to confirm the material terms of the applicable Lease, as contained in the copies of the Leases obtained by or delivered to Purchaser, and (iv) to confirm the absence of any material defaults under the applicable Lease as of the date of the certificate. The delivery of the Tenant Estoppel Certificates will be a condition of Closing, and the failure or inability of Seller to obtain and deliver the Tenant Estoppel Certificates will not constitute a default by Seller under this Agreement. If a tenant fails to return a signed Tenant Estoppel Certificate within fifteen (15) days after Seller delivers the Tenant Estoppel Certificate for execution by such tenant, Purchaser will have the right to contact the tenant and request delivery of such Tenant Estoppel Certificate, provided, however, that no actions by Purchaser shall be in violation of such tenant’s Lease.

In the event any of the conditions in this Section 6.1 have not been satisfied (or otherwise waived in writing by Purchaser) prior to or on the Closing Date, Purchaser has the right to terminate this Agreement by written notice to Seller given prior to the Closing, and (i) Escrow Agent will promptly return the Earnest Money to Purchaser; and (ii) upon such return, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, Seller and Purchaser will have no other or further rights or obligations under this Agreement.

6.2Conditions Precedent to Seller’s Obligations. The obligations of Seller to consummate the transaction contemplated under this Agreement will in all respects be conditioned on the satisfaction of each of the following conditions prior to or simultaneously with the Closing, any of which may be waived by Seller in its sole discretion by written notice to Purchaser at or prior to the Closing Date:

(a)Seller has received the Purchase Price, as adjusted pursuant to the terms and conditions of this Agreement, payable in the amount and in the manner provided for in this Agreement;

(b)Purchaser has delivered to Seller all of the items required to be delivered to Seller pursuant to the terms of this Agreement, including, but not limited to Section 5.2;

(c)Purchaser has performed, in all material respects, all covenants, agreements and undertakings of Purchaser contained in this Agreement

(d)All representations and warranties of Purchaser as set forth in this Agreement are true and correct in all material respects as of the date of this Agreement and as of Closing; and

(e)All conditions precedent under the Terminus 100 Contract shall have been satisfied and the Venture shall have been formed and have acquired (or be prepared to acquire contemporaneously with the Closing) the Venture Property.

ARTICLE 7

CASUALTY AND CONDEMNATION

7.1Casualty. Risk of loss up to and including the Closing Date will be borne by Seller. In the event of any immaterial damage or destruction to the Asset, Seller and Purchaser will proceed

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to close under this Agreement, and Purchaser will receive (and Seller will assign to Purchaser at the Closing Seller’s rights under insurance policies to receive and pay to Purchaser any proceeds received prior to the Closing Date) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser will receive a credit at Closing for any uninsured damage or deductible under the insurance policies. Seller will cooperate with Purchaser after the Closing in all reasonable respects to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. For purposes of this Agreement, the term “immaterial damage or destruction” means such instances of damage or destruction: (i) which can be repaired or restored at a cost of $1,250,000.00 or less; (ii) which are not so extensive as to allow any tenant occupying more than 50,000 square feet to terminate its Lease on account of such damage or destruction; (iii) in which Seller’s rights under its rent loss insurance policy covering the Asset are assignable to Purchaser and will continue pending restoration and repair of the damage or destruction, and (iv) which do not materially interfere with access to or parking at the Asset.

In the event of any material damage to the Asset, Purchaser may, at its option, by giving notice to Seller within the earlier of twenty (20) days after Purchaser is notified by Seller of such damage or destruction, or the Closing Date (but in no event will Purchaser have less than ten (10) days after Purchaser is notified by Seller of such damage or destruction to make the decision) (and if necessary the Closing Date will be extended to give Purchaser the full 10-day period to make such election): (i) terminate this Agreement, and Escrow Agent will promptly return the Earnest Money to Purchaser, and, after such return, the rights, duties, obligations and liabilities of the parties under this Agreement will immediately terminate and be of no further force and effect, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, or (ii) proceed to close under this Agreement, receive (and Seller will assign to Purchaser at the Closing Seller’s rights under insurance policies to receive and pay to Purchaser any proceeds received prior to the Closing) any insurance proceeds (including any rent loss insurance applicable to the period on or after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds), Purchaser will assume responsibility for such repair, and Purchaser will receive a credit at Closing for any uninsured amounts and any deductible under the insurance policies. If Purchaser fails to deliver to Seller notice of its election within the period set forth above, Purchaser will be deemed to have elected clause (i) of the preceding sentence. If Purchaser elects clause (ii) above, Seller will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. For purposes of this Agreement “material damage or destruction” means all instances of damage or destruction that are not immaterial, as defined above.

7.2Condemnation. If, prior to the Closing, all or any material part of the Asset or access thereto (as reasonably determined by Purchaser) is subjected to a bona fide threat of condemnation by a body having the power of eminent domain or is taken by eminent domain or condemnation (or a sale in lieu), or if Seller has received written notice that any material condemnation action or proceeding with respect to the Asset is contemplated by a body having the power of eminent domain, Seller will give Purchaser prompt written notice, and Purchaser may by giving written notice to Seller within ten (10) days after the receipt of such notice from Seller, elect to cancel this Agreement. If Purchaser chooses to cancel this Agreement in accordance with this

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Section 7.2, then the Earnest Money will be returned promptly to Purchaser by Escrow Agent and, after such return, the rights, duties, obligations, and liabilities of the parties under this Agreement will immediately terminate and be of no further force and effect, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement. If Purchaser does not elect to cancel this Agreement, the sale of the Asset will be effected with no further adjustment and without reduction of the Purchase Price, and at the Closing, Seller will pay, assign, transfer, and set over to Purchaser all of the right, title, and interest of Seller in and to any awards applicable to the Asset that have been or that may be made for such taking. Seller will cooperate with Purchaser after the Closing to assist Purchaser in obtaining any condemnation award Purchaser is entitled to under this Agreement.

7.3Survival. The provisions of this Article 7 will survive the Closing for a period of one (1) year.

ARTICLE 8

DEFAULT AND REMEDIES

8.1Purchaser’s Default. If the transaction contemplated by this Agreement does not close on account of Purchaser’s default, Seller will be entitled, as its sole remedy at law and in equity, to terminate this Agreement and to receive and retain the Earnest Money as full liquidated damages for such default of Purchaser. The parties acknowledge that it is impossible to estimate more precisely the damages which might be suffered by Seller on Purchaser’s default, and that the Earnest Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of the Earnest Money is intended not as a penalty, but as full liquidated damages. The right to retain the Earnest Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of a default by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it will not) sue Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the Earnest Money. The foregoing liquidated damages provision will not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7, and 10.1 of this Agreement. Purchaser waives and releases any right to (and hereby covenants that it will not) sue Seller or seek or claim a refund of the Earnest Money on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

8.2Seller’s Default. If the transaction contemplated by this Agreement does not close on account of Seller’s default, Purchaser will be entitled, as its sole remedy, to receive the prompt return of the Earnest Money from Escrow Agent, and seek recovery of Purchaser’s actual out-of-pocket expenses incurred in connection with this Agreement and Purchaser’s review and inspection of the Asset (such amount to not exceed $500,000.00). Purchaser expressly waives its rights to seek damages in the event of Seller’s default.

ARTICLE 9

ASSIGNMENT

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9.1Assignment. Subject to the next following sentence, this Agreement is not assignable by Purchaser without the written consent of Seller. Notwithstanding the foregoing to the contrary, this Agreement and Purchaser’s rights may be transferred and assigned to an affiliate of Cousins Properties Incorporated. For the purposes of this Agreement, an “affiliate” means an entity controlled by or under common control with the entity in question. Any assignee or transferee under any such assignment or transfer by Purchaser as to which Seller’s written consent has been given or as to which Seller’s consent is not required will expressly assume all of Purchaser’s duties, liabilities and obligations under this Agreement by written instrument delivered to Seller as a condition to the effectiveness of the assignment. No assignment will relieve the original Purchaser of any duties or obligations under this Agreement, and the written assignment and assumption instrument will expressly so provide. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of Seller and Purchaser and their respective legal representatives, successors and permitted assigns. This Agreement is not intended and will not be construed to create any rights in or to be enforceable in any part by any other persons.

ARTICLE 10

BROKERAGE COMMISSIONS

10.1Broker. Seller will indemnify and hold Purchaser harmless from and against any and all liability, loss, cost, damage, and expense, including reasonable attorneys’ fees actually incurred and costs of litigation, Purchaser ever suffers or incurs because of any claim by any agent, salesman, or broker, whether or not meritorious, for any fee, commission or other compensation with regard to this Agreement or the sale and purchase of the Asset, and arising out of any acts or agreements of Seller. Likewise, Purchaser will indemnify and hold Seller free and harmless from and against any and all liability, loss, cost, damage, and expense, including reasonable attorneys’ fees actually incurred and costs of litigation, Seller ever suffers or incurs because of any claim by any agent, salesman, or broker, whether or not meritorious, for any fee, commission or other compensation with respect to this Agreement or the sale and purchase of the Asset and arising out of the acts or agreements of Purchaser. This Section 10.1 will survive the Closing or any earlier termination of this Agreement.

ARTICLE 11

MISCELLANEOUS

11.1Notices. Wherever any notice or other communication is required or permitted under this Agreement, such notice or other communication must be in writing and must be delivered by overnight courier for next Business Day delivery, hand, facsimile transmission, or sent by U.S. registered or certified mail, return receipt requested, postage prepaid, to the addresses or facsimile numbers set out below or at such other addresses as are specified by written notice by a party to this Agreement:

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SELLER:	J.P. Morgan Investment Management Inc. 270 Park Avenue, 7th Floor New York, NY 10017 Attention: Virgilio V. De La Piedra Facsimile: (212) 648-2264
And to:	Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York 10038 Attention: Steven P. Moskowitz, Esq. Facsimile: (212) 806-6006
PURCHASER:	Cousins Properties Incorporated 191 Peachtree Street Suite 500 Atlanta, Georgia 30303-1740 Attention: Corporate Secretary Facsimile: (404) 407-1641
with a copy to:	Troutman Sanders LLP 600 Peachtree Street, N.E. Suite 5200 Atlanta, Georgia 30308-2216 Attention: Maureen Theresa Callahan Facsimile: (404) 962-6520

Any notice or other communication (i) mailed will be deemed effectively given or received on the third (3rd) business day following the postmark date of such notice or other communication, (ii) sent by overnight courier or by hand will be deemed effectively given or received upon receipt or refusal, and (iii) sent by facsimile transmission will be deemed effectively given or received on the date of transmission of such notice and confirmation of such transmission if such transmission is made on a Business Day and received on or before 5:00 p.m. Eastern Time on such Business Day (otherwise, it will be deemed received on the next Business Day after the day of transmission of such notice and confirmation of such transmission, provided a second copy of the notice is sent by another permitted method). Notice by either party may be given by the attorneys for such party.

11.2Possession. Full and exclusive possession of the Asset, subject to the Permitted Exceptions and the rights of the tenants under the Leases, will be delivered by Seller to Purchaser on the Closing Date.

11.3Time Periods. If the time period by which any right, option, or election provided under this Agreement must be exercised, or by which any act required under this Agreement must be performed, or by which the Closing must be held, expires on a Saturday, Sunday, or holiday, then such time period will be automatically extended through the close of business on the next regularly scheduled Business Day.

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11.4Publicity. The parties agree that, prior to and after Closing, no party will, with respect to this Agreement and the transactions contemplated by this Agreement, contact or conduct negotiations with public officials, make any public announcements or issue press releases to any third party without the prior written consent of the other party unless required by law, including as may be required under any SEC regulations applicable to either Seller or Purchaser (or their affiliates). Seller and Purchaser will each have the right to approve the press release of the other party issued in connection with the Closing, which approval will not be unreasonably withheld. No party will record this Agreement or any notice of this Agreement. This provision will expressly survive Closing.

11.5Discharge of Obligations. The acceptance by Purchaser of the Warranty Deed will be deemed to constitute the full performance and discharge of each and every warranty and representation made by Seller and Purchaser and every agreement and obligation on the part of Seller and Purchaser to be performed pursuant to the terms of this Agreement, except those warranties, representations, covenants and agreements which are specifically provided in this Agreement to survive Closing.

11.6Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application of the provision to any person or circumstance, is, for any reason and to any extent held to be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances will not be affected and will be enforced to the greatest extent permitted by law.

11.7Construction. This Agreement will not be construed more strictly against one party than against the other merely by virtue of the fact that this Agreement may have been prepared by counsel for one of the parties, it being mutually acknowledged and agreed that Seller and Purchaser and their respective counsel have contributed substantially and materially to the preparation and negotiation of this Agreement. Accordingly, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or any exhibits or amendments.

11.8Survival. Except for those provisions of this Agreement which are stated to expressly survive the Closing or the earlier termination of this Agreement, the provisions of this Agreement will merge into the execution and delivery of the Warranty Deed from Seller to Purchaser.

11.9General Provisions. No failure of either party to exercise any power given under this Agreement or to insist on strict compliance with any obligation specified in this Agreement, and no custom or practice at variance with the terms of this Agreement, will constitute a waiver of either party’s right to demand exact compliance with the terms of this Agreement. This Agreement contains the entire agreement of Seller and Purchaser, and no representations, inducements, promises, or agreements, oral or otherwise, not embodied in this Agreement or are or will be of any force or effect. Any amendment to this Agreement must be in writing and executed by both Seller and Purchaser. Subject to the provisions of Section 9.1, the provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective heirs, legal representatives, successors, and permitted assigns. Time is of the essence in this Agreement. The

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headings inserted at the beginning of each paragraph are for convenience only, and do not add to or subtract from the meaning of the contents of each paragraph. This Agreement will be construed and interpreted under the laws of the State in which the Asset is located. All personal pronouns used in this Agreement, whether used in the masculine, feminine, or neuter gender will include all genders, and all references to the singular will include the plural and vice versa.

11.10Attorneys’ Fees. If Purchaser or Seller brings an action at law or equity against the other in order to enforce the provisions of this Agreement or as a result of an alleged default under this Agreement, the prevailing party in such action will be entitled to recover court costs and reasonable attorneys’ fees actually incurred from the non-prevailing party.

11.11Counterparts. This Agreement may be executed in one or more counterparts, each of which when taken together will constitute one and the same original. To facilitate the execution and delivery of this Agreement, the parties may execute and exchange counterparts of the signature pages by facsimile or email (in PDF format), and the signature page of either party to any counterpart may be appended to any other counterpart.

11.12Jury Trial. SELLER AND PURCHASER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER ARISING IN TORT OR CONTRACT) BROUGHT BY EITHER AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

11.13Reporting. In order to assure compliance with the requirements of Section 6045 of the Internal Revenue Code (the “Code”) and any related reporting requirements of the Code, the parties hereto agree as follows:

(a)to provide to the Title Company all information and certifications regarding such party, as reasonably requested by the Title Company or otherwise required to be provided by a party to the transaction described herein under Section 6045 of the Code; and

(b)to provide to the Title Company such party’s taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Title Company), signed under penalties of perjury, stating that the taxpayer identification number supplied by such party to the Title Company is correct.

11.14Governing Law. This Agreement, shall be construed and enforced in accordance with the laws of the State of Texas.

11.15Cooperation with Exchange. Purchaser may desire to effect the transaction in a manner so as to qualify as a like-kind exchange under Internal Revenue Code Section 1031, and the associated regulations. Accordingly, Seller agrees to use reasonable efforts to accommodate Purchaser in effectuating a like-kind exchange pursuant to Section 1031 of the Code provided however, that (a) such exchange will not delay or otherwise adversely affect the Closing, (b) Purchaser shall indemnify, save and hold harmless Seller of, from and against any loss, cost, damage, tax, expense or adverse consequence (including attorneys’ fees) incurred by Seller in connection with Purchaser’s like-kind exchange, (c) all documents to be executed by Seller in connection with

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such exchange shall be subject to the approval of Seller, and shall expressly state, without qualification, that such party (x) is acting solely as an accommodating party to such exchange, (y) shall have no liability with respect thereto, and (z) is making no representation or warranty that the transactions qualify as a tax-free exchange under Section 1031 of the Code or any applicable state or local laws, (d) in no event shall Seller be obligated to acquire any property or otherwise be obligated to take title, or appear in the records of title, to any property in connection with such exchange, and (e) in no event shall Seller be obligated to execute any note, contract, or other document providing for any personal liability.

11.16Survival. The provisions of this Article 11 will survive the Closing or any earlier termination of this Agreement.

[No further text on this page. Signatures commence on following page.]

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Seller and Purchaser have executed this Agreement by their duly authorized representatives as of the Effective Date.

SELLER:
CRESCENT POC INVESTORS, L.P., a Delaware limited partnership
By:	Crescent POCI GP, LLC, a Delaware limited liability company, its general partner
	By:
		Name:
		Title:

PURCHASER:
COUSINS POC I LLC, a Georgia limited liability company
By:	Cousins Properties Incorporated,a Georgia corporation, its Sole Member
	By:
		Name:
		Title:
(CORPORATE SEAL)

[Signatures continued on following page]

JOINDER OF GUARANTOR

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To further induce Purchaser to enter into this Agreement, Crescent Big Tex I, L.P. (“Guarantor”), has executed this Agreement solely to evidence its guarantee of, and Guarantor hereby unconditionally and irrevocably guarantees to Purchaser, the payment of all claims, losses, damages, liabilities, costs and expenses of Purchaser, including reasonable attorneys’ fees and disbursements, arising out of or in connection with (i) the breach of Seller’s representations, warranties and covenants set forth in this Agreement or in the documents and instruments delivered in connection with the Closing, and (ii) all of Seller’s post-Closing obligations to Purchaser pursuant to the terms of this Agreement and the documents and instruments delivered in connection with the Closing. Guarantor acknowledges that it is a principal in Seller and will receive substantial economic and other benefits from the execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated by this Agreement. Guarantor warrants and represents that Guarantor presently has a net worth of not less than $100,000,000.00. Seller and Guarantor shall be jointly and severally liable to Purchaser under this Joinder. Guarantor shall have no other obligations hereunder or under any other document executed in connection with the transactions contemplated hereby. The obligations of Guarantor constitutes a guaranty of payment and not of collection. Guarantor hereby waives any and all (i) defenses, offsets, counterclaims, demands, protests, presentments and notices of every kind and nature, (ii) legal requirements that Purchaser institute any action or proceeding at law or in equity against Seller or any other person or entity, and (iii) rights to which he may be entitled by virtue of any suretyship law. The obligations, covenants, agreements and duties of Guarantor under this Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following, without the necessity of any notice to, or further consent of, Guarantor: (a) the extension of the time for the payment or performance of all or any portion of the guaranteed obligations or the extension of time for the payment or performance of any other obligation under, arising out of, or in connection with this Agreement; (b) the supplementing, modification or amendment (whether material or otherwise) of this Agreement; (c) any failure, omission, delay or lack of diligence on the part of Purchaser to enforce, assert or exercise any right, privilege, power or remedy conferred on Purchaser in the Agreement, or any action on the part of Purchaser granting indulgence or extension of any kind; (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, Seller, or any other surety for Seller; or (e) any invalidity of or defect or deficiency in this Agreement. The provisions of this Joinder shall survive Closing for a period of three (3) years.

[Signature Page Follows]

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CRESCENT BIG TEX I, L.P., a Delaware limited partnership

  By: BTEX GP Subsidiary B LLC, a Delaware limited liability company, its general partner

    By: BT I GP Acquisition LLC, a Delaware limited liability company, its sole member

      By: Big Tex Office Acquisition, LLC, a Delaware limited liability company, its sole member

        By: Commingled Pension Trust Fund (Strategic Property) of JPMorgan Chase Bank, N.A., a trust governed by the laws of the State of New York, its sole member

          By: JPMorgan Chase Bank, N.A., not individually, but solely in its capacity as trustee

            By: ________________________________

                  Name:

                  Title:

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement Nos. 033-41927, 333-127917, 33-56787, 333-42007, 333-67887, 333-92089, 333-68010, 333-106937, 333-98487, 333-46674, 333-120918, 333-134890, 333-143649, 333-151674 and 333-159414 on Form S-8 and Registration Nos. 333-60350, 333-48841, 333-46676 and 333-165498 on Form S-3 of Cousins Properties Incorporated of our report dated March 26, 2013, relating to the statement of revenues over certain operating expenses of Post Oak Central for the year ended December 31, 2012 (which report on the statement of revenues over certain operating expenses expresses an unqualified opinion and includes explanatory paragraphs referring of the purpose of the statement) appearing in this Current Report on Form 8-K/A of Cousins Properties Incorporated.

/s/ FRAZIER & DEETER, LLC

Atlanta, GA

March 26, 2013

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement Nos. 333-127917, 033-41927, 33-56787, 333-42007, 333-67887, 333-92089, 333-68010, 333-106937, 333-98487, 333-46674, 333-120918, 333-134890, 333-143649, 333-151674 and 333-159414 on Form S-8 and Registration Nos. 333-60350, 333-48841, 333-46676 and 333-165498 on Form S-3 of Cousins Properties Incorporated of our report dated March 26, 2013, relating to the statement of revenue over certain operating expenses for Terminus 200 for the year ended December 31, 2012 (which report on the statement of revenues and certain expenses expresses an unqualified opinion and includes explanatory paragraphs referring of the purpose of the statement) appearing in this Current Report on Form 8-K/A of Cousins Properties Incorporated.

/s/ DELOITTE & TOUCHE LLP

Atlanta, GA

March 26, 2013

EX-99.1

Exhibit 99.1

Independent Auditors’ Report

To the Board of Directors and Stockholders of

Cousins Properties Incorporated

Atlanta, Georgia

We have audited the accompanying statement of revenues over certain operating expenses of Post Oak Central (the "Buildings") for the year ended December 31, 2012, and the related notes to the financial statement.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of this financial statement in accordance with accounting principles generally accepted in the United States of America and in accordance with applicable rules and regulations of the Securities and Exchange Commission for real estate properties acquired; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of a financial statement that is free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues over certain operating expenses of the Buildings for the year ended December 31, 2012 in accordance with accounting principles generally accepted in the United States of America and in accordance with applicable rules and regulations of the Securities and Exchange Commission for real estate properties acquired.

Emphasis of Matter

We draw attention to note 2 to the accompanying financial statement, which describes that the statement of revenues over certain operating expenses of the Buildings was prepared for the purpose of complying with the rules of the Securities and Exchange Commission (for the inclusion on Form 8-K/A of Cousins Properties Incorporated) and is not intended to be a complete presentation of the Buildings’ revenues and expenses. Our opinion has not been modified with respect to this matter.

/s/ FRAZIER & DEETER, LLC

Atlanta, Georgia

March 26, 2013

Post Oak Central

Statement of Revenues Over Certain Operating Expenses

For the year ended December 31, 2012

(in thousands)

Revenues:
Base rent	$	18,690
Tenant reimbursements		9,809
Total revenues		28,499
Expenses:
Real estate taxes		4,869
Cleaning and maintenance		4,492
Management and personnel costs		2,319
Utilities		1,853
Parking and security		1,427
Insurance		572
Other		31
Total expenses		15,563
Revenues over certain operating expenses	$	12,936

See accompanying notes.

Post Oak Central

Notes to Statement of Revenues Over Certain Operating Expenses

For the year ended December 31, 2012

1. Description of Real Estate Property Acquired

On February 7, 2013, Cousins Properties Incorporated ("Cousins"), acquired Post Oak Central (the "Buildings"), a complex of four Class A office buildings consisting of 1.3 million square feet, located in Houston, Texas. Total consideration for the acquisition was approximately $232.6 million.

2. Basis of Accounting

The accompanying statement of revenues over certain operating expenses is presented in conformity with accounting principles generally accepted in the United States and in accordance with the provisions of Article 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”), which requires certain information with respect to real estate operations be included with certain filings with the SEC. Accordingly, the statement excludes certain historical expenses that are not comparable to the proposed future operations of the property such as certain ancillary income, amortization, depreciation, interest and corporate expenses. Therefore, the statement will not be comparable to the statement of operations of the Buildings after their acquisition by Cousins and is not intended to be a complete representation of the Buildings’ revenues and expenses.

3. Significant Accounting Policies

Rental Revenue

Rental revenue is recognized on a straight-line basis over the terms of the related leases. The excess of rental income recognized over the amounts due pursuant to the lease terms is recorded as a receivable. The adjustment to this receivable increased rental revenue by approximately $1.4 million for the year ended December 31, 2012.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Subsequent Events

Subsequent events have been evaluated through March 26, 2013, the date the accompanying statement of revenues over certain expenses was issued.

Legal Contingencies

The Buildings are subject to various legal proceedings, claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Buildings record a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Buildings accrue the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Buildings accrue the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Buildings disclose the nature of

the litigation and indicate that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Buildings disclose the nature and estimate of the possible loss of the litigation. The Buildings do not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the accompanying statement of revenues over certain expenses.

4. Description of Leasing Arrangements

As of December 31, 2012, the Buildings were approximately 92% leased, with Apache Corporation, Stewart Information Services Corporation and IPR-GDF Suez North America, Inc. leasing approximately 39%, 19% and 10% of the Buildings' rentable square footage, respectively. Apache Corporation, Stewart Information Services Corporation and IPR-GDF Suez North America, Inc. contributed approximately 43%, 24% and 13% of rental revenue, including operating expense reimbursements, for the year ended December 31, 2012, respectively. Under the terms of the leases, each tenant is required to reimburse to the landlord its proportionate share of the Buildings' operating expenses as defined in their specific lease agreements. The remaining rentable square footage is leased to various office and retail tenants under lease agreements with terms that vary in length and contain various reimbursement clauses.

5. Future Minimum Rental Commitments

Future minimum rental commitments for the years ended December 31 are as follows (in thousands):

2013	$	19,799
2014	17,999
2015	18,572
2016	17,162
2017	13,967
Thereafter	23,050
Total	$	110,549

EX-99.2

Exhibit 99.2

Independent Auditors’ Report

To the Board of Directors and Stockholders of
Cousins Properties Incorporated
Atlanta, Georgia

We have audited the accompanying statement of revenues over certain operating expenses of Terminus 200 (the “Building”), for the year ended December 31, 2012, and the related notes (the “Statement”).

Management's Responsibility for the Statement

Management is responsible for the preparation and fair presentation of the Statement in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of statement that is free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on the Statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Statement. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Building's preparation and fair presentation of the Statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Building's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Statement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the Statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses described in Note 2 of the Building for the year ended December 31, 2012, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

We draw attention to Note 2 to the Statement, which describes that the accompanying Statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of the Building’s revenues and expenses. Our opinion is not modified with respect to this matter.

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

March 26, 2013

Terminus 200

Statement of Revenues Over Certain Operating Expenses

For the year ended December 31, 2012

(in thousands)

Revenues:
Base rent	$	9,509
Tenant reimbursements		1,723
Other income		1,033
Total revenues		12,265
Expenses:
Utilities		1,112
Management and personnel costs		832
Real estate taxes		829
Cleaning and maintenance		763
Parking and security		724
Insurance		155
Marketing and advertising expense		63
Legal and professional expense		48
Other		18
Total expenses		4,544
Revenues over certain operating expenses	$	7,721

See accompanying notes.

Terminus 200

Notes to Statement of Revenues Over Certain Operating Expenses

For the year ended December 31, 2012

1. Description of Real Estate Property Acquired

On February 6, 2013, Cousins Properties Incorporated ("Cousins") acquired the remaining 80% interest in Terminus 200 (the "Building"), a Class A office building consisting of 566,000 square feet, located in Atlanta, Georgia. Upon acquisition of this interest, Cousins owned 100% of the Building.

2. Basis of Accounting

The accompanying statement of revenues over certain operating expenses is presented in conformity with accounting principles generally accepted in the United States and in accordance with the provisions of Article 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”), which requires certain information with respect to real estate operations be included with certain filings with the SEC. Accordingly, the statement excludes certain historical expenses that are not comparable to the proposed future operations of the property such as certain ancillary income, amortization, depreciation, interest and corporate expenses. Therefore, the statement will not be comparable to the statement of operations of the Building after its acquisition by Cousins and is not intended to be a complete representation of the Building’s revenues and expenses.

3. Significant Accounting Policies

Rental Revenue

Rental revenue is recognized on a straight-line basis over the terms of the related leases. The excess of rental income recognized over the amounts due pursuant to the lease terms is recorded as a receivable. The adjustment to this receivable increased rental revenue by approximately $6.0 million for the year ended December 31, 2012.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Subsequent Events

Subsequent events have been evaluated through March 26, 2013, the date the accompanying statement of revenues over certain expenses was issued.

Legal Contingencies

The Building is subject to various legal proceedings, claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Cousins makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Building records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Building accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Building accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Building discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Building discloses the nature and estimate of the possible loss of the litigation. The Building does not disclose information with respect to litigation where an unfavorable outcome is

considered to be remote or where the estimated loss would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the accompanying statement of revenues over certain expenses.

4. Description of Leasing Arrangements

As of December 31, 2012, the Building was approximately 88% leased. Under the terms of the leases, each tenant is required to reimburse to the landlord its proportionate share of the Building's operating expenses as defined in their specific lease agreements. The rentable square footage is leased to various office and retail tenants under lease agreements with terms that vary in length and contain various reimbursement clauses.

5. Related Party Transaction

The former owner of the Building engaged an affiliate of Cousins to manage, develop, lease and account for the Building. Fees to Cousins incurred by the Building for the year ended December 31, 2012 are as follows (in thousands):

Leasing commissions	$	31
Reimbursement of personnel and other operating costs	583
Management fees	207
Construction management fees	151
Total	$	972

The Building had outstanding amounts payable to Cousins of $47,000 related to the above services as of December 31, 2012.

6. Future Minimum Rental Commitments

Future minimum rental commitments for the years ended December 31 are as follows (in thousands):

2013	$	4,145
2014	7,287
2015	9,917
2016	9,784
2017	9,360
Thereafter	58,205
Total	$	98,698

EX-99.3

Exhibit 99.3

COUSINS PROPERTIES INCORPORATED

Summary of Unaudited Pro Forma Financial Statements

This pro forma information should be read in conjunction with the consolidated financial statements and notes thereto of Cousins Properties Incorporated (the "Registrant") included in its Annual Report filed on Form 10-K for the year ended December 31, 2012. In addition, this pro forma information should be read in conjunction with the financial statements and notes thereto of certain acquired properties included in this Current Report on Form 8-K.

The following unaudited pro forma balance sheet as of December 31, 2012 has been prepared to give effect to the acquisitions of Post Oak Central and the remaining 80% membership interest in Terminus 200 and the disposition of 50% of the Registrant’s interests in Terminus 100 and Terminus 200 as if the transactions occurred on December 31, 2012.

The following unaudited pro forma statement of comprehensive income for the year ended December 31, 2012 has been prepared to give effect to the acquisitions of Post Oak Central and the remaining 80% membership interest in Terminus 200 and the disposition of 50% of the Registrant’s interests in Terminus 100 and Terminus 200 as if the transactions occurred on January 1, 2012.

These unaudited pro forma financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the acquisitions and dispositions discussed above been consummated on January 1, 2012. In addition, the pro forma balance sheet includes pro forma allocations of the purchase price based upon preliminary estimates of the fair value of the assets acquired in connection with the acquisitions of Post Oak Central and the remaining 80% membership interest in Terminus 200. These allocations may be adjusted in the future upon finalization of these preliminary estimates.

Cousins Properties Incorporated and Subsidiaries

Pro Forma Consolidated Balance Sheet

December 31, 2012

(unaudited; in thousands)

			Pro Forma Adjustments
	Cousins Properties Incorporated Historical (a)		Post Oak Central Acquisition			Terminus 200 Acquisition			Terminus 100/ Terminus 200 Dispositions				Pro Forma Total
Assets
Real estate assets:
Operating properties, net	$	669,652	$	217,753	(b)	$	144,289	(b)	$	(268,940	)	(c)	$	762,754
Projects under development, net	25,209												25,209
Land	42,187												42,187
Other	151												151
	737,199		217,753			144,289			(268,940)				830,301
Operating properties and related assets held for sale, net	1,866												1,866
Cash and cash equivalents	176,892		(176,892)		(d)								-
Restricted cash	2,852												2,852
Notes and accounts receivable, net	9,972												9,972
Deferred rents receivable	39,378								(7,489)			(c)	31,889
Investments in unconsolidated joint ventures	97,868					(3,930)		(e)	76,107			(f)	170,045
Other assets	58,215		27,964		(b)	15,788		(b)	(18,427)			(c)	83,540
Total assets	$	1,124,242	$	68,825		$	156,147		$	(218,749	)		$	1,130,465
Liabilities and equity
Notes payable	$	425,410	$	54,406	(g)	$	127,387	(g)	$	(246,607	)	(h)	$	360,596
Accounts payable and accrued expenses	34,751												34,751
Deferred income	11,888												11,888
Other liabilities	9,240		14,792		(b)	9,226		(b)	(9,226)			(c)	24,032
Total liabilities	481,289		69,198			136,613			(255,833)				431,267
Stockholders' investment:
Preferred stock	169,602												169,602
Common stock	107,660												107,660
Additional paid-in capital	690,024												690,024
Treasury stock at cost	(86,840)												(86,840)
Distributions in excess of cumulative net income	(260,104)		(373)		(i)	(61)		(i)	(61)			(i)	(203,859)
						19,595		(j)	37,145			(k)
Total stockholders' investment	620,342		(373)			19,534			37,084				676,587
Nonredeemable noncontrolling interests	22,611												22,611
Total equity	642,953		(373)			19,534			37,084				699,198
Total liabilities and equity	$	1,124,242	$	68,825		$	156,147		$	(218,749	)		$	1,130,465

The accompanying notes are an integral part of this statement.

(a) Historical financial information is derived from the Registrant's Annual Report filed on Form 10-K as of December 31, 2012.

(b) Reflects the purchase price of the assets and liabilities in connection with the respective acquisition, net of any purchase price adjustments.

(c) Represents the assets and liabilities of Terminus 100 and Terminus 200 that were included in the respective balance sheet categories at December 31, 2012. Upon disposition of 50% of the Registrant’s interest in each property, the Registrant is required to remove these amounts from these categories and account for its remaining 50% interest in the property under the equity method of accounting. See note (f) below.

(d) Represents cash assumed to be used to fund the purchase of Post Oak Central.

(e) Represents the elimination of the Registrant’s 20% interest in the joint venture that owned Terminus 200 prior to the Registrant's acquisition of the remaining 80% interest in Terminus 200. Upon acquisition of the remaining 80% membership interest in the Terminus 200 joint venture, the Registrant consolidated Terminus 200.

(f) Based upon the ownership and management structure of the joint ventures that own Terminus 100 and Terminus 200 after the Registrant effectively sold 50% of its interest in each property, the Registrant will account for its investment in these entities under the equity method. This amount represents the Registrant’s investment in Terminus 100 and Terminus 200 after the dispositions.

(g) Represents amounts assumed to be drawn on the Registrant’s Credit Facility to fund the purchase of Post Oak Central and the remaining 80% membership interest in the Terminus 200 joint venture. The Credit Facility bears interest at rates equal to (1) LIBOR plus the applicable LIBOR spread or (2) the greater of (a) Bank of America’s prime rate, (b) the federal funds rate plus 0.50% or (c) the one-month LIBOR plus 1.0%, plus the applicable base rate spread. The applicable LIBOR spread may vary from 1.50% to 2.10% and the applicable base rate spread may vary from 0.50% to 1.10% based on the Registrant’s then-current leverage ratio.

(h) Represents the elimination of the mortgage note payable on Terminus 100 in the amount of $136.1 million and the reduction of amounts outstanding under the Registrant’s Credit Facility relating to the cash it received for the sale of 50% of its interests in Terminus 100 and Terminus 200.

(i) Reflects the expensing of acquisition-related and disposition-related costs, respectively, as required under GAAP.

(j) Upon acquisition of the remaining 80% membership interest in the joint venture that owned Terminus 200, the Registrant recorded a gain which represented the difference between the fair value of its investment in the venture that owned Terminus 200 at the time of the acquisition less the carrying amount of its investment at the time of the acquisition.

(k) Represents the gain on the sale of 50% of the Registrant’s interest in Terminus 100. No gain or loss was recognized on the sale of 50% of the Registrant’s interest in Terminus 200 because the Registrant’s basis in Terminus 200 was equal to the fair value after its acquisition of the remaining 80% membership interest in Terminus 200 immediately preceding the disposition of 50% of Terminus 200.

Cousins Properties Incorporated and Subsidiaries

Pro Forma Consolidated Statement of Comprehensive Income

For the Year Ended December 31, 2012

(unaudited; in thousands, except per share amounts)

			Pro Forma Adjustments
	Cousins Properties Incorporated Historical(a)		Post Oak Central Acquisition			Terminus 100/ Terminus 200 Transactions(b)				Pro Forma Total
Revenues
Rental property revenues	$	125,609	$	31,356	(c)	$	(21,959	)	(d)	$	135,006
Fee income	17,797									17,797
Land sales	2,616									2,616
Other	2,256									2,256
	148,278		31,356			(21,959)				157,675
Costs and Expenses
Rental property operating expenses	54,518		15,563		(e)	(6,151)			(d)	63,930
Reimbursed expenses	7,063									7,063
Land cost of sales	1,420									1,420
General and administrative expenses	23,208									23,208
Interest expense	23,933		3,668		(f)	(9,227)			(g)	18,374
Depreciation and amortization	43,559		11,938		(h)	(8,849)			(d)	46,648
Impairment losses	488									488
Separation expenses	1,985									1,985
Other	4,517				(i)				(i)	4,517
	160,691		31,169			(24,227)				167,633
Loss on extinguishment of debt	(94)									(94)
Income (loss) from continuing operations before taxes, unconsolidated joint ventures and sale of investment properties	(12,507)		187			2,268				(10,052)
Benefit (provision) for income taxes from operations	(91)									(91)
Income (loss) from unconsolidated joint ventures	39,258					(65)			(j)	39,277
						(131)			(d)
						215			(k)
Income (loss) from continuing operations before gain on sale of investment properties	26,660		187			2,287				29,134
Gain on sale of investment properties	4,053								(l)	4,053
Income (loss) from continuing operations	30,713		187			2,287				33,187
Income (loss) from discontinued operations	17,206									17,206
Net income (loss)	47,919		187			2,287				50,393
Net loss attributable to noncontrolling interests	(2,191)									(2,191)
Net income (loss) attributable to controlling interests	45,728		187			2,287				48,202
Dividends to preferred stockholders	(12,907)									(12,907)
Net income (loss) available to common stockholders	$	32,821	$	187		$	2,287			$	35,295

Per common share information - basic and diluted:
Income (loss) from continuing operations attributable to controlling interest	$	0.15	$	0.17
Income (loss) from discontinued operations	0.17		0.17
Net income (loss) available to common stockholders	$	0.32	$	0.34
Weighted average shares - basic	104,117		104,117
Weighted average shares - diluted	104,125		104,125

The accompanying notes are an integral part of this statement.

(a) Historical financial information is derived from the Registrant's Annual Report filed on Form 10-K for the year ended December 31, 2012.

(b) Includes the combined results of the acquisition of the remaining 80% membership interest in Terminus 200 and the dispositions of 50% of the Registrant’s interest in Terminus 100 and Terminus 200, respectively. These transactions were combined because there was no significant impact on the consolidated statement of comprehensive income resulting from the Terminus 200 acquisition since the acquisition and the disposition of 50% of Terminus 200 effectively occurred simultaneously.

(c) Rental property revenue consists primarily of base rent, tenant reimbursements and amortization of above-market lease assets and below-market lease liabilities. Base rent is recognized on a straight-line basis beginning on the pro forma acquisition date of January 1, 2012. Tenant reimbursements are defined by the respective leases. Amortization expense is recognized using the straight-line method based on the purchase price allocated to above- and below-market leases over the lives of the respective leases.

(d) Represents amounts recorded in the historical consolidated statement of comprehensive income for Terminus 100 which would have been eliminated upon the sale of 50% of Terminus 100.

(e) Consists of property operating expenses, primarily made up of real estate taxes, utilities, management, insurance and maintenance and support services.

(f) Represents additional interest expense that would have been incurred on the Registrant’s Credit Facility if the Registrant acquired Post Oak Central on January 1, 2012 and funded the purchase price with borrowings under the Credit Facility.

(g) Represents a decrease in the amount of interest expense due to the elimination of the Terminus 100 mortgage note payable upon the sale of 50% of Terminus 100 and to the receipt of cash from the Terminus 100 and Terminus 200 dispositions, which is assumed to have lowered the Credit Facility balance.

(h) Depreciation and amortization expense is calculated using the straight-line method based on the purchase price allocated to building, tenant improvements, site improvements and lease intangibles over the lives of the respective leases.

(i) In connection with the Post Oak Central acquisition, the acquisition of the remaining 80% membership interest in Terminus 200, and the Terminus 100 and Terminus 200 dispositions, the Registrant incurred acquisition-related and disposition-related costs of approximately $373,000, $61,000 and $61,000, respectively, which have been excluded from the pro forma statement of comprehensive income for the year ended December 31, 2012 as these amounts represent non-recurring charges.

(j) Represents the Registrant’s share of the net loss from the venture that acquired Terminus 100 and Terminus 200, of which the Registrant owns 50%. Based on the ownership and management structure of the joint venture, the Registrant will account for its interest in these entities under the equity method.

(k) Represents amounts recorded in the historical consolidated statement of comprehensive income for the venture that owned Terminus 200 prior to the Registrant's acquisition of the remaining 80% membership interest in Terminus 200. This amount would have been eliminated upon the acquisition of Terminus 200.

(l) In connection with the Terminus 100 and Terminus 200 dispositions, the Registrant recognized gains of $37.1 million and $19.6 million, respectively, which have been excluded from the pro forma statement of comprehensive income for the year ended December 31, 2012 as these amounts represent non-recurring charges.