8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 29, 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):

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

Texas Acquisition – Purchase Agreements

Cousins Properties Incorporated (the “Company”, “we”, “us” or “our”) entered into a purchase and sale contract (the “Greenway Purchase Agreement”), dated as of July 19, 2013, with Crescent Crown Greenway Plaza SPV, LLC, Crescent Crown Seven Greenway SPV, LLC, Crescent Crown Nine Greenway SPV, LLC, and Crescent Crown Edloe Garage SPV, LLC, affiliates of Crescent Real Estate Holdings, LLC (“Seller”), to purchase Greenway Plaza, a 10-building, approximately 4.4 million square foot office complex in Houston, Texas, for approximately $950 million, before adjustment for broker’s fees, transfer taxes, and other customary closing costs. On the same date, we entered into a purchase and sale contract (the “777 Main Purchase Agreement” and together with the Greenway Purchase Agreement, the “Purchase Agreements”) with MS Crescent One SPV, LLC, an affiliate of Seller, to purchase 777 Main Street, an approximately 980,000 square foot Class A office building in downtown Fort Worth, Texas, for approximately $160 million, before adjustment for broker’s fees, transfer taxes, and other customary closing costs. We refer to the acquisition of these properties as the “Texas Acquisition”. The gross aggregate purchase price for the Texas Acquisition is approximately $1.1 billion in cash. The assets will be wholly-owned by us and remain unencumbered of debt at closing.

Upon the signing of the Purchase Agreements, we posted a $15 million aggregate earnest money deposit, which was refundable during the due diligence period. During the due diligence period, Seller had the option to terminate the Purchase Agreements upon the payment of $30 million in the aggregate in liquidated damages.

On July 29, 2013, the remaining due diligence period under the Purchase Agreements was waived. Upon the termination of the due diligence period, Seller’s option to terminate the agreements upon the payment of liquidated damages expired and we posted an additional earnest money deposit of $15 million for a total of $30 million in earnest money, which is non-refundable except in limited circumstances.

The expected closing date for the Texas Acquisition is September 9, 2013, subject to the satisfaction or waiver of customary closing conditions set forth in the Purchase Agreements, and provided that we may elect for the closing to occur on an earlier date.

The agreements contain customary representations and warranties and are subject to customary closing conditions. In addition, each of the Greenway Purchase Agreement and the 777 Main Purchase Agreement is contingent on the successful closing of the other. If we elect not to close on the Texas Acquisition when obligated to do so under the Purchase Agreements, we will forfeit our $30 million total earnest money deposit.

The consummation of the Texas Acquisition is not subject to a financing condition. We plan to fund the cash purchase price through a combination of net proceeds from an equity issuance, cash on hand from the disposition of existing owned properties, new secured property-level debt and, on an interim basis, funds drawn under a new $950 million term loan facility described below.

Copies of the Purchase Agreements are attached hereto as Exhibits 2.1 and 2.2, and the description of the material terms of the Purchase Agreements in this Item 1.01 are qualified in their entirety by reference to such exhibits, which are incorporated herein by reference.

Texas Acquisition — Term Loan

On July 29, 2013, we entered into a Loan Agreement with JPMorgan Chase Bank, N.A. (“JPM”) and Bank of America, N.A. which would permit us to draw up to $950 million under a new term loan facility, with an accordion feature permitting us to increase the amount available by up to $150 million if we request and receive additional commitments for the increase, for an aggregate available facility amount up to $1.1 billion (the “Term Loan”). The Term Loan matures on the first anniversary of the closing of the Texas Acquisition, with two one-year extension options (for the first one-year extension only up to $500 million can be extended and for the second one-year extension only up to $375 million can be extended), that we may exercise upon the satisfaction of certain conditions and the payment of extension fees. Funding of the Term Loan, to the extent necessary, would be provided in a single draw-down concurrently with the closing of the Texas Acquisition. The commitments available to be funded under the Term Loan will depend on the amount necessary to fund the Texas Acquisition after the use of all or a portion of the net proceeds of an equity issuance, the anticipated property dispositions and the incurrence of new secured property-level debt.

2

The Term Loan contains affirmative and negative covenants and events of default that are substantially similar to those in our existing Second Amended and Restated Credit Agreement for our $350 million senior unsecured revolving line of credit. The similar financial covenants require, among other things, the maintenance of a minimum shareholders’ equity in the amount of (i) $473.6 million plus (ii) 70% of the net cash proceeds received from future equity issuances, the maintenance of an unencumbered interest coverage ratio of at least 2.00 to 1.00, a fixed charge coverage ratio of at least 1.40 to 1.00 (which ratio increases to 1.50 to 1.00 effective February 28, 2016 and thereafter), and a consolidated leverage ratio of no more than 0.60 to 1.00.

Funds borrowed under the Term Loan shall bear interest at a rate, at our option, calculated as either (i) the current Eurodollar rate plus the applicable spread as detailed below or (ii) the greater of JPM’s prime rate, the Federal Funds Rate plus 0.50%, or the one-month Eurodollar Rate plus 1.0% (the “Base Rate”), plus the applicable spread as detailed below. The pricing spreads under the Term Loan are as follows:

Leverage Ratio	Applicable Margin for Eurodollar Loans			Applicable Margin for ABR Loans
> 55% but £ 60%		2.25	%		1.25	%
> 50% but £ 55%		2.00	%		1.00	%
> 40% but £ 50%		1.75	%		0.75	%
£ 40%		1.50	%		0.50	%

The Term Loan may be prepaid, in whole or in part, at any time and without premium or penalties, in minimum amounts of $5.0 million. We are required to prepay the Term Loan with the net proceeds from certain dispositions and property-level debt financings described below that we consummate following the funding of the Term Loan, as well as from future equity issuances and unsecured debt financings by certain consolidated entities.

We are required to prepay the Term Loan with the net proceeds from the disposition of our interests in certain non-core assets, including The Avenue Murfreesboro (in Murfreesboro, Tennessee), Tiffany Springs MarketCenter (in Kansas City, Missouri), Lakeshore Park Plaza (in Birmingham, Alabama), 600 University Park Place (in Birmingham, Alabama), the office building we have previously referred to as the Inhibitex building (in Alpharetta, Georgia), our direct or indirect interests in CP Venture Five LLC (which owns Avenue East Cobb (in Marietta, Georgia), Avenue West Cobb (in Marietta, Georgia), Avenue Peachtree City (in Peachtree City, Georgia), Avenue Viera (in Viera, Florida) and Viera MarketCenter (in Viera, Florida)) and our direct or indirect interests in CP Venture Two LLC (which owns Greenbrier MarketCenter (in Chesapeake, Virginia), Los Altos MarketCenter (in Long Beach, California) and North Point MarketCenter (in Alpharetta, Georgia)) (together, the “Property Dispositions”).

We are also required to prepay the Term Loan with the net proceeds from property-level debt financings on two of our existing properties, Promenade, a 775,000 square foot Class-A office building located in the Midtown submarket of Atlanta, Georgia, and Post Oak Central, a 1.3 million square foot Class-A office complex in the Galleria submarket of Houston, Texas.

The funding of the Term Loan is subject to customary conditions, including the closing of the Texas Acquisition in accordance with the Purchase Agreements, the absence of any material adverse change in our business or financial condition and our compliance with the financial covenants referred to above on a pro forma basis after giving effect to the Texas Acquisition and any related debt and equity financings and asset dispositions.

A copy of the Term Loan will be filed as an amendment to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information under the heading “Texas Acquisition — Term Loan” in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the Texas Acquisition is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

The information below is disclosed in connection with the Company’s proposed registered public offering of 60 million shares of common stock (the “Offering”), which the Company announced on July 29, 2013.

3

Texas Portfolio Overview

Below is a summary of key information regarding the properties to be acquired in the Texas Acquisition:

Property	Metro Area	Number of Buildings		Key Tenants(1)	Rentable Square Feet		Percentage of Rentable Square Feet Leased as of June 30, 2013			Weighted Average Occupancy, Year Ended December 31, 2012(2)			Weighted Average Remaining Lease Term(3)		In-Place Yield(4)
Greenway Plaza	Houston, TX		10	Occidental, Invesco Transocean, ExxonMobil and CPL Retail Energy		4,348,000		92	%		92	%		6.4 years		7.6	%
777 Main Street	Fort Worth, TX		1	Frac Tech Services, Jacobs Engineering, XTO (ExxonMobil), Shannon, Gracy and Ratliff and Frost Bank		980,000		91	%(5)		94	%		5.1 years		6.2	%

(1) Greenway Plaza and 777 Main Street key tenants identified above represent 42% and 35% of rentable square feet, respectively. The breakdown of rentable square feet represented by each tenant is as follows. For Greenway Plaza – Occidental, 725,282; Invesco, 380,601; Transocean, 333,734; ExxonMobil, 214,857; and CPL Retail Energy, 173,760. For 777 Main Street – Frac Tech Services, 98,374; Jacobs Engineering, 67,627 (giving effect to lease expiration on December 31, 2013); XTO (ExxonMobil), 58,594; Shannon, Gracy and Ratliff, 42,080; and Frost Bank, 28,816.

(2) Weighted average occupancy is calculated as the total occupied rentable square feet within all buildings within the asset (determined on the last day of each month, and averaged over calendar year 2012), divided by the total rentable square feet within all buildings within the asset.

(3) Reflects stated expiration dates; does not reflect early termination rights in certain leases. With respect to 777 Main Street, the remaining term of the Jacobs Engineering lease has been excluded, as it is scheduled to expire on December 31, 2013.

(4) In-Place Yield is calculated by dividing the projected annual net operating income (or “NOI”) for an individual asset (all buildings, if applicable) by the purchase price for the asset. NOI is calculated as the budgeted contractual rental and other income from existing leases and other budgeted contracts (without any assumptions for new leases or other contracts) for the 12 month period from July 1, 2013 to June 30, 2014, less the budgeted expenses for the same period, and is then adjusted for above or below market leases and straightlining of rent over the period in question. With respect to 777 Main Street, excludes remaining income from the Jacobs Engineering lease, totaling $419,000, which is scheduled to expire on December 31, 2013.

(5) Projected occupancy at year end is approximately 72% due to upcoming lease expirations effective December 31, 2013, including the reduction of the Jacobs Engineering lease from approximately 333,000 square feet to approximately 68,000 square feet.

Rationale for Texas Acquisition

The Texas Acquisition represents an attractive opportunity for us to buy two high quality office assets that are concentrated in our target markets that accelerates our strategic plans. We believe the Texas Acquisition will create strategic, portfolio and financial benefits, including the following:

• Transformative Acquisition Consistent with our Acquisition Strategy. Greenway Plaza and 777 Main Street are top quality office assets located within high growth urban submarkets. Greenway Plaza is centrally located between the Central Business District and the Galleria submarkets of Houston, Texas, and 777 Main Street is located within the Central Business District of Fort Worth, Texas. The purchase price for the Texas Acquisitions reflects a substantial discount to the Company’s estimate of replacement cost for these assets. We believe the Texas Acquisition portfolio provides an embedded opportunity for net operating income growth through (i) replacing below-market in-place rents with market rents, (ii) the lease-up of vacant space and (iii) development and redevelopment opportunities.

4

• Significantly Expands Operating Platform in Texas. Following the closing of the Texas Acquisition, if consummated, and assuming completion of the anticipated existing property dispositions, we anticipate that no individual metropolitan area will comprise more than 37% of our total property portfolio (based on rentable square footage), a decrease from a 51% concentration in Atlanta, Georgia prior to the acquisition. In addition, the Texas Acquisition is expected to increase our local recognition as an owner and operator of high quality office properties in Texas, which we believe will increase our exposure to new transaction opportunities, including leasing, acquisition and development projects.

• Benefits of Scale. The Texas Acquisition would significantly increase our asset base without, we believe, any additional G&A expense. In addition, the Texas Acquisition and the Offering would significantly increase the public float of our common stock.

Financing of the Texas Acquisition

We expect a delay between the closing of the Texas Acquisition and the completion of some or all of our existing property dispositions and our incurrence of new secured property-level debt. As a result, we anticipate an initial increase in our leverage ratio due to the funding of a portion of the Texas Acquisition associated with our borrowings under the Term Loan at the closing date. However, as we repay borrowings under our Term Loan with the net proceeds from our anticipated property dispositions, we expect our total leverage (defined as total debt divided by total debt plus market capitalization of our common stock and liquidation value of our preferred stock) to ultimately decrease to approximately 29%, assuming all property dispositions are completed as anticipated and assuming the completion of the Offering and the exercise in full of the underwriters’ option to purchase 9 million additional shares in the Offering.

We intend to fund a portion of the Texas Acquisition through the Property Dispositions. We estimate that our net proceeds from these dispositions will be approximately $190 million. Our share of the annualized NOI for the second quarter of 2013 from these anticipated dispositions was approximately $15.7 million. This estimate reflects sales prices for those properties we have already contracted to sell (The Avenue Murfreesboro and Tiffany Springs MarketCenter) and our own estimates of potential sales prices for assets currently being marketed or expected to be marketed. We expect to complete the The Avenue Murfreesboro, Tiffany Springs MarketCenter and CP Venture Five LLC and CP Venture Two LLC disposition transactions by September 30, 2013, depending on market and other conditions; however, we cannot assure you that we will be able to complete any of these dispositions in the amounts targeted, in the time period expected, or at all.

We expect to incur secured property-level debt by placing mortgages on two of our existing properties, Promenade, a 775,000 square foot Class-A office building located in the Midtown submarket of Atlanta, Georgia, and Post Oak Central, a 1.3 million square foot Class-A office complex in the Galleria submarket of Houston, Texas. We anticipate realizing net cash proceeds in the aggregate amount of approximately $272 million from these mortgages. We intend to close these loans by September 30, 2013, subject to satisfaction of customary funding conditions; however, we cannot assure you that we will be able to close these loans in the amounts targeted, in the time period expected, or at all.

Risks Related to Our Business and Properties

We may fail to consummate the Texas Acquisition, which could have a material adverse impact on our financial condition, results of operations and the market price of our common stock.

We intend to use a significant majority of the net proceeds of the Offering to fund a portion of the purchase price for the Texas Acquisition. The Texas Acquisition is subject to customary closing conditions. There can be no assurances those conditions will be satisfied or that we will complete this acquisition on the terms described herein or at all. In the event that we fail to complete the Texas Acquisition, we will have issued a significant number of additional shares of our common stock without realizing a corresponding increase in earnings and cash flow from acquiring the properties. In addition, we will have broad authority to use the net proceeds of the Offering for other general corporate purposes, including the redemption of all or a portion of our outstanding Series B Preferred Stock, the acquisition and development of office properties, other opportunistic investments and the

5

repayment of debt that may not be accretive to our results of operations. As a result, our failure to consummate the Texas Acquisition could have a material adverse impact on our financial condition, results of operations and the market price of our common stock.

We may not be able to complete our anticipated property dispositions, resulting in higher than anticipated levels of indebtedness.

We cannot assure you that we will be able to complete our anticipated property dispositions and incur new secured property-level debt or otherwise obtain alternative sources of financing for the Texas Acquisition in the amounts targeted, in the time period expected, on attractive terms, or at all, which could result in greater than anticipated amounts outstanding under the Term Loan.

Our common shareholders may experience dilution as a result of the Offering, which may adversely affect the per share trading price of our common stock.

The Offering may have a dilutive effect on our earnings per share and funds from operations per share after giving effect to the issuance of our common stock in the Offering and the receipt of the expected net proceeds. The actual amount of dilution from the Offering, or from any future offering of common or preferred stock, will be based on numerous factors, particularly the use of proceeds and any return generated thereby, and cannot be determined at this time. The per share trading price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market in connection with the Offering, or otherwise, or as a result of the perception or expectation that such sales could occur.

As a result of the additional indebtedness incurred to consummate the Texas Acquisition, we may experience a potential material adverse effect on our financial condition and results of operations.

The consummation of the Texas Acquisition is not subject to a financing condition. We plan to fund the cash purchase price through a combination of net proceeds from the Offering, cash on hand from the disposition of existing owned properties, new secured property-level debt and, on an interim basis, funds drawn under the Term Loan. Funding under the Term Loan, to the extent necessary, would be provided in a single draw-down concurrently with the closing of the Texas Acquisition, with the initial amount of the Term Loan limited to the purchase price for the Texas Acquisition and related transaction expenses not funded by the net proceeds of the Offering, the property dispositions and new secured property-level debt. Our incurrence of new indebtedness could have adverse consequences on our business, such as:

• requiring us to use a substantial portion of our cash flow from operations to service our indebtedness, which would reduce the available cash flow to fund working capital, capital expenditures, development projects and other general corporate purposes and reduce cash for distributions;

• limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures or other debt service requirements or for other purposes;

• increasing the costs of incurring additional debt;

• increasing our exposure to floating interest rates;

• limiting our ability to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions;

• restricting us from making strategic acquisitions, developing properties or exploiting business opportunities;

• restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness;

• exposing us to potential events of default (if not cured or waived) under covenants contained in our debt instruments that could have a material adverse effect on our business, financial condition and operating results;

6

• increasing our vulnerability to a downturn in general economic conditions; and

• limiting our ability to react to changing market conditions in our industry.

The impact of any of these potential adverse consequences could have a material adverse effect on our results of operations, financial condition and liquidity.

We will incur substantial expenses and payments even if the Texas Acquisition is not completed.

We have incurred substantial legal, accounting, financial advisory and other costs and our management has devoted considerable time and effort in connection with the Texas Acquisition. If the Texas Acquisition is not completed, we will bear certain fees and expenses associated with the Texas Acquisition without realizing the benefits of the Texas Acquisition. The fees and expenses may be significant and could have an adverse impact on our results of operations.

The closing of the Texas Acquisition is not conditioned upon the closing of the Offering. The Purchase Agreements collectively provide for the forfeiture of our $30 million deposit of earnest money in the event we fail to consummate the Texas Acquisition other than for the failure of customary closing conditions. The forfeiture of our $30 million deposit of earnest money could have a material adverse impact on our results of operations and our liquidity.

The intended benefits of the Texas Acquisition may not be realized, which could have a negative impact on our results of operations and financial condition, the market price of our common stock, and our distributions to shareholders.

We may be subject to additional risks and may not be able to achieve the anticipated benefits of the Texas Acquisition, even if the transaction is consummated. Upon completion of the Texas Acquisition, we expect to integrate the properties we acquire with our existing operations. We may be unable to accomplish the integration smoothly, successfully or within anticipated cost estimates. The diversion of our management’s attention from our current operations to these integration efforts, and any difficulties encountered, could prevent us from realizing the full benefits anticipated to result from the Texas Acquisition and could adversely affect our business and the price of our common stock. Additional risks include, among others:

• the inability to successfully integrate the operations, maintain consistent standards, controls, policies and procedures, or realize the anticipated benefits of the Texas Acquisition within the anticipated timeframe or at all;

• the inability to effectively monitor and manage our expanded portfolio of properties, retain key employees or attract highly qualified new employees;

• the projections of estimated future revenues, cost savings or operating metrics that we develop during the due diligence and integration planning process might be inaccurate;

• the possible decline in value of the acquired assets or the market price of our common stock;

• unanticipated issues, expenses and liabilities that may arise after the date hereof;

• diversion of our management’s attention away from other business concerns; and

• exposure to any undisclosed or unknown potential liabilities relating to the Texas Acquisition.

We cannot assure you that we will be able to complete the integration without encountering difficulties or that any such difficulties will not have a material adverse effect on us. Failure to realize the intended benefits of the Texas Acquisition could have a material adverse effect on our financial condition, results of operations and the market price of our common stock.

7

We will increase our concentration of properties in the Texas market as a result of the Texas Acquisition, which could have an adverse effect on our operations if the market is adversely affected by economic or other conditions.

As a result of the Texas Acquisition, we will increase our concentration of properties in the Texas market. If the Texas market is adversely affected by local or regional economic conditions (such as business layoffs, industry slowdowns, changing demographics and other factors) or local real estate conditions (such as oversupply of or reduced demand for office properties), such conditions may have an adverse impact on our results of operations.

The unaudited pro forma financial information included in this Current Report on Form 8-K may not be indicative of our actual financial position or results of operations.

The unaudited pro forma financial information contained in this Current Report on Form 8-K is not necessarily indicative of what our actual financial position or results of operations would have been had the Texas Acquisition been completed as of the date indicated. The unaudited pro forma financial information reflects adjustments, which are based upon assumptions and preliminary estimates that we believe to be reasonable, including an estimate relating to the financing of the Texas Acquisition, but we can provide no assurance that any or all of such assumptions or estimates will turn out to be correct.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements. Financial information relating to the Texas Acquisition under Rule 3-14 of Regulation S-X is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 9.01 by reference.

(b) Pro Forma Financial Information. Unaudited pro forma financial information prepared in accordance with Article 11 of Regulation S-X as a result of the Texas Acquisition is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated into this Item 9.01 by reference.

(d) Exhibits.

Exhibit No.	Exhibit Description
2.1	Purchase and Sale Contract, dated as of July 19, 2013, by and between Crescent Crown Greenway Plaza SPV, LLC, Crescent Crown Seven Greenway SPV, LLC, Crescent Crown Nine Greenway SPV, LLC, and Crescent Crown Edloe Garage SPV, LLC and Cousins Properties Incorporated (schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
2.2	Purchase and Sale Contract, dated as of July 19, 2013, by and between Crescent One SPV, LLC and Cousins Properties Incorporated (schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
23.1	Consent of PricewaterhouseCoopers LLP.
99.1	Press Release dated July 29, 2013.
99.2	Independent Auditors’ Report and Combined Statement of Revenue and Certain Expenses of Greenway Plaza and 777 Main for the Six Months Ended June 30, 2013 (unaudited) and for the Year Ended December 31, 2012 and related notes.
99.3	Unaudited Pro Forma Financial Information of the Company as of June 30, 2013, for the six months ended June 30, 2013 and for the year ended December 31, 2012.

8

Cautionary Statement Regarding Forward-Looking Statements

Certain statements made in this Current Report on Form 8-K contain “forward-looking statements” within the meaning of the federal securities laws and are subject to uncertainties and risks. These forward looking statements include information about the Texas Acquisition, including the effects, consummation, and financing thereof. The forward looking statements are based upon our beliefs, assumptions, and expectations of our future performance, taking into account the information currently available to us. These beliefs, assumptions, and expectations may change as a result of many possible events or factors, not all of which are known to us. Readers should carefully review our financial statements and notes thereto, as well as the risk factors described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012 and other documents we file from time to time with the Securities and Exchange Commission. The words “believes,” “expects,” “anticipates,” “estimates,” “plans,” “may,” “intend,” “will,” or similar expressions are intended to identify forward-looking statements. You should not place undue reliance on these forward looking statements, which apply only as of the date of this Current Report on Form 8-K. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise, except as required under U.S. federal securities laws.

9

Signatures

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

Date: July 29, 2013

COUSINS PROPERTIES INCORPORATED
By:	/s/ Pamela F. Roper
	Pamela F. Roper
	Senior Vice President, General Counsel and Corporate Secretary

10

EXHIBIT INDEX

Exhibit No.	Exhibit Description
2.1	Purchase and Sale Contract, dated as of July 19, 2013, by and between Crescent Crown Greenway Plaza SPV, LLC, Crescent Crown Seven Greenway SPV, LLC, Crescent Crown Nine Greenway SPV, LLC, and Crescent Crown Edloe Garage SPV, LLC and Cousins Properties Incorporated (schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
2.2	Purchase and Sale Contract, dated as of July 19, 2013, by and between Crescent One SPV, LLC and Cousins Properties Incorporated (schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
23.1	Consent of PricewaterhouseCoopers LLP.
99.1	Press Release dated July 29, 2013.
99.2	Independent Auditors’ Report and Combined Statement of Revenue and Certain Expenses of Greenway Plaza and 777 Main for the Six Months Ended June 30, 2013 (unaudited) and for the Year Ended December 31, 2012 and related notes.
99.3	Unaudited Pro Forma Financial Information of the Company as of June 30, 2013, for the six months ended June 30, 2013 and for the year ended December 31, 2012.

11

EX-2.1

Exhibit 2.1

PURCHASE AND SALE CONTRACT

(GREENWAY PLAZA)

1. PARTIES; RELATED AGREEMENT.

This Purchase and Sale Contract (“Contract”) is made as of July 19, 2013 (the “Effective Date”), by and between CRESCENT CROWN GREENWAY PLAZA SPV LLC, a Delaware limited liability company, CRESCENT CROWN SEVEN GREENWAY SPV LLC, a Delaware limited liability company, CRESCENT CROWN NINE GREENWAY SPV LLC, a Delaware limited liability company, and CRESCENT CROWN EDLOE GARAGE SPV LLC, a Delaware limited liability company (collectively, “Seller”), and COUSINS PROPERTIES INCORPORATED, a Georgia corporation (“Purchaser”). Concurrently herewith, Purchaser and MS Crescent One SPV, LLC (“777 Main Seller”), an affiliate of Seller, are entering into that certain Purchase and Sale Contract (777 Main) (the “777 Main Contract”) relating to the sale of 777 Main Seller’s interest in the property commonly known as 777 Main, Fort Worth, Texas (the “777 Main Property”). This Contract and the 777 Main Contract are integrally related, and Seller would not be entering into this Contract unless Purchaser concurrently entered into the 777 Main Contract with 777 Main Seller.

2. PROPERTY.

On the terms and conditions stated in this Contract, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller all of the following described property (collectively, the “Property”):

2.1 Land. Fee simple title in and to all of those certain tracts of land situated in Harris County, Texas, commonly known as One Greenway Plaza, Two Greenway Plaza, Three Greenway Plaza, Four Greenway Plaza, Five Greenway Plaza, Seven Greenway Plaza (Central Plant), Eight Greenway Plaza, Nine Greenway Plaza, Eleven Greenway Plaza, Twelve Greenway Plaza, Thirteen Greenway (3755 Richmond), 3800 Buffalo Speedway, One Greenway Plaza Garage, Two Greenway Plaza Garage, Greenway East Garage, North Richmond Garage, Houston City Club/Houston Garage/Nine Greenway Garage, Edloe Street Garage, 3707 Richmond Ave. and The Shops at Greenway, and described more particularly in Exhibit A attached hereto and incorporated herein by reference, together with all of Seller’s right, title and interest appurtenant to such land, including, without limitation, all of Seller’s right, title and interest, if any, in and to (i) all minerals, oil, gas, and other hydrocarbon substances thereon or thereunder, (ii) all adjacent strips, streets, roads, alleys and rights-of-way, public or private, open or proposed pertaining thereto, (iii) all easements, privileges, and hereditaments pertaining thereto, whether or not of record, and (iv) all access, air, water, riparian, development, and utility, and solar rights pertaining thereto (collectively, the “Land”).

2.2 Improvements. The office buildings and all other improvements and structures constructed on the Land (collectively, the “Improvements”). The Land and Improvements are referred to herein as the “Real Property”.

2.3 Personal Property. All of Seller’s right, title and interest, if any, in the following additional property (“Personal Property”):

2.3.1 Tangible Property.

(i) mechanical systems, fixtures and equipment comprising a part of or attached to or located upon the Improvements;

(ii) maintenance equipment and tools owned by Seller, located on the Land and used exclusively in connection with the Improvements;

(iii) site plans, surveys, plans and specifications, marketing materials and floor plans in Seller’s possession that relate exclusively to the Real Property;

(iv) pylons and other signs located on the Land; and

(v) furnishings, artwork, and other tangible property of every kind and character owned by Seller and located in or on the Real Property, but excluding iPads owned by Seller (collectively, the “Tangible Property”).

2.3.2 Lease Rights. Leases, licenses, occupancy agreements, and rental agreements with tenants occupying space in the Improvements and ground leasing portions of the Land, including all amendments, modifications, supplements, and renewals, and any guaranties or other security applicable thereto and all security deposits, advance rental, or like payments, if any, held by Seller in connection with such leases (collectively, the “Leases”).

2.3.3 Other Contract Rights. To the extent assignable or transferable, all contract rights (collectively, the “Contract Rights”) related to the Real Property, Tangible Property or Leases, including, without limitation, Seller’s interest in the following: management, maintenance, construction, commission, architectural, parking, telecommunication, supply or service contracts, warranties, guarantees and bonds and other agreements related to the Improvements, Personal Property or Leases that will remain in existence after Closing (collectively, the “Operating Contracts”).

2.3.4 Permits. To the extent assignable or transferable, all permits, licenses, certificates of occupancy and governmental approvals that relate to the Real Property, Personal Property, Leases, the Contract Rights or the Operating Contracts (collectively, the “Permits”).

2.3.5 Goodwill, Intangible Property, and Other Rights. Tradenames, trademarks, logos, and service marks used exclusively in connection with the Real Property (including, but not limited to, “Greenway Plaza”) and the domain name for any website used exclusively in connection with the Real Property, and any goodwill related to the Real Property, specifically excluding, however, (a) any rights to or goodwill related to the name “Crescent” or any derivative or form of such name or to any mark associated with such name or any derivative or form thereof; and (b) any software licensed to Seller (including software installed on Seller’s computers).

2

2.3.6 Pending Awards. Any pending or future award made with respect to condemnation of the Land or Improvements, any award or payment for damage to the Real Property or claim or cause of action for damage, injury or loss with respect to the ownership, maintenance and operation of the Real Property.

2.3.7 Other Rights. All other rights owned by Seller necessary to and used exclusively in connection with the ownership, maintenance or operation of the items set forth in Sections 2.1 through 2.3.6 above.

3. PURCHASE PRICE.

3.1 Payment. The purchase price (the “Purchase Price”) for the Property will be the sum of Nine Hundred Fifty Million Dollars ($950,000,000). Subject to adjustments and prorations provided for under this Contract, the Purchase Price will be payable by wire transfer, in immediately available funds, at the “Closing” (hereinafter defined). Purchaser expressly acknowledges and agrees that, to the extent Purchaser will require financing to close on this transaction, this Contract is not subject or conditioned in any way on Purchaser’s ability to obtain such financing; in addition, for the avoidance of doubt, all remedies for failure to satisfy obligations to close the transaction shall be solely governed by Section 4.5 and Section 10.

4. CONSIDERATION.

4.1 Initial Deposit. Within one (1) Business Day after the execution of this Contract by all parties hereto, Purchaser shall deposit by wire transfer of immediately available funds with Fidelity Title Insurance Company (the “Title Company”), as earnest money, the amount of Twelve Million Nine Hundred Thousand Dollars ($12,900,000) (the “Initial Deposit”). Notwithstanding anything in this Contract to the contrary, One Hundred Dollars ($100) of the Earnest Money is delivered to the Title Company for delivery by the Title Company to Seller as “Independent Contract Consideration” (herein so called), and the Initial Deposit is reduced by the amount of the Independent Contract Consideration, which amount has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Contract. The Title Company shall, immediately upon receipt, deliver the Independent Contract Consideration to Seller. The Independent Contract Consideration is in addition to and independent of all other consideration provided for in this Contract and is non-refundable in all events.

4.2 Second Deposit. If Purchaser does not exercise its right to terminate this Agreement in accordance with Section 6.6 on or before the Termination Date, then Purchaser shall, no later than 5:00 p.m. CT on the Termination Date, deposit by wire transfer of immediately available funds an additional sum of Twelve Million Nine Hundred Thousand Dollars ($12,900,000) (the “Second Deposit”) with Title Company, and the Initial Deposit and the Second Deposit, together with all interest earned thereon (so much thereof as have been deposited into escrow at the applicable time, collectively, the “Earnest Money”) shall become non-refundable to Purchaser, except to the extent otherwise provided in this Contract.

4.3 Further Application of Earnest Money. The Title Company shall, immediately upon receipt, deposit the Earnest Money (less the Independent Contract Consideration) in an interest-bearing account at Wells Fargo Bank, the earnings from which shall become part of the

3

Earnest Money. However, the Title Company shall have no obligation to invest the deposit until a satisfactory IRS Form W-9 for the party for whom the funds are to be invested is provided to the Title Company. The Title Company shall not be liable for any loss caused by the failure, suspension, bankruptcy or dissolution of the depository. In the event that this transaction is consummated, all Earnest Money and interest thereon shall be applied in partial satisfaction of the Purchase Price. If, however, this transaction is not consummated, the Earnest Money (less the Independent Contract Consideration) shall be delivered to Seller or returned to Purchaser by the Title Company as elsewhere provided in this Contract.

4.4 Dispute as to Earnest Money. In the event of a dispute with respect to the right to receive the Earnest Money, the Title Company may decline to disburse funds or to deliver any instrument or otherwise continue to perform its escrow functions, except upon receipt of a mutual written agreement of the parties or upon an appropriate order of court. In the event of a dispute, the Title Company may at its option interplead the Earnest Money into a court of competent jurisdiction in Harris County, Texas. All attorneys’ fees and costs and Title Company’s costs and expenses incurred in connection with such interpleader will be assessed against the party that is not awarded the Earnest Money or, if the Earnest Money is distributed in part to both parties, then in the inverse proportion of such distribution.

4.5 Liquidated Damages. SELLER AND PURCHASER AGREE THAT, IF THE PURCHASE AND SALE OF THE PROPERTY IS NOT COMPLETED IN ACCORDANCE WITH THIS AGREEMENT AND THIS AGREEMENT TERMINATES AS A RESULT OF PURCHASER’S BREACH OF ITS OBLIGATION TO CONSUMMATE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS CONTRACT OR THE 777 MAIN CONTRACT, THEN THE EARNEST MONEY SHALL BE PAID TO SELLER UPON TERMINATION OF THIS AGREEMENT, AND THE EARNEST MONEY SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY, OTHER THAN SELLER’S RIGHTS UNDER SECTIONS 6.5 AND 10.3 HEREOF. SELLER AND PURCHASER AGREE THAT, UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, ACTUAL DAMAGES MAY BE DIFFICULT TO ASCERTAIN AND THE EARNEST MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCURRED BY SELLER IF PURCHASER MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT AND FAILS TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THIS AGREEMENT.

SELLER’S INITIALS:          PURCHASER’S INITIALS:        

5. TITLE AND SURVEY.

5.1 Title Commitment and Documents. Seller, at Seller’s sole cost and expense, has caused the following to be delivered or made available (in an electronic data room) to Purchaser:

(a) a current Commitment for Title Insurance (the “Title Commitment”) issued by the Title Company, setting forth the matters (the “Title Exceptions”) that the Title Company determines affect title to the Real Property;

4

(b) true, correct, and legible copies of all instruments that create or evidence Title Exceptions, including those described in Schedule B and Schedule C of the Title Commitment; and

(c) an existing survey of the Property in Seller’s possession (the “Survey”). Purchaser shall, at its sole cost and expense, contract directly with a surveyor for an update and any changes to the Survey deemed necessary or desirable by Purchaser.

The Title Commitment shall contain the express commitment of the Title Company to issue the Title Policy (as hereinafter defined) to Purchaser in the amount of the Purchase Price, insuring the title to the Real Property as is specified in the Title Commitment, with the standard printed exceptions.

5.2 Review of Title Commitment, Survey and Exception Documents. Purchaser will have until July 31, 2013 (the “Title Review Period”) in which to give written notice to Seller specifying Purchaser’s objections to the Title Commitment, Title Exceptions and Survey (“Title Objections”), if any.

5.3 Seller’s Obligation to Cure; Purchaser’s Right to Terminate. If Purchaser timely notifies Seller in writing of Title Objections, Seller will, within seven (7) days after Seller’s receipt of Purchaser’s notice (the “Title Cure Period”), notify Purchaser in writing that Seller will either satisfy the Title Objections at Seller’s sole cost and expense, or that Seller cannot or will not satisfy certain Title Objections at Seller’s expense. Failure by Seller to timely respond shall be deemed Seller’s decision not to cure any Title Objections. If Seller elects not to satisfy any of the Title Objections as set forth herein, Purchaser has the option, exercisable at any time prior to the Termination Date (hereinafter defined), of either (a) waiving the unsatisfied Title Objections, in which event the unsatisfied Title Objections shall become Permitted Exceptions, in which case Purchaser shall proceed to Closing without a reduction in the Purchase Price, or (b) terminating this Contract and the 777 Main Contract and receiving back the Earnest Money (less the Independent Contract Consideration), in which latter event Seller and Purchaser shall have no further obligations, one to the other, with respect to the subject matter of this Contract, except for return of the Earnest Money (less the Independent Contract Consideration) and other provisions that survive this Contract by their terms. Notwithstanding anything to the contrary contained herein, Seller shall be obligated to cure and remove (or procure title insurance over, subject to prior written approval of Purchaser, in its sole discretion) all of the following classes of Title Objections (“Mandatory Cure Items”), if any: (i) the liens of any mortgage, trust deed or deed of trust evidencing an indebtedness owed by Seller; (ii) tax liens for delinquent ad valorem real estate taxes; (iii) mechanic’s liens caused by Seller or any of its affiliates, or any of their respective duly authorized employees or representatives (a “Seller Related Party”); (iv) judgment liens cause by any Seller Related Party; and (v) broker’s liens pursuant to any written agreement between the broker and any Seller Related Parties that is perfectible and enforceable under the laws of the State of Texas.

5.4 Permitted Exceptions. For purposes of this Contract the term “Permitted Exceptions” will mean all Title Exceptions to which Purchaser has not objected, and all Title Objections that Purchaser has waived or accepted, pursuant and subject to Section 5.3 above.

5

6. DUE DILIGENCE.

6.1 Items to be Delivered by Seller. Seller, at Seller’s sole cost and expense, has delivered or made available in an electronic data room to Purchaser for Purchaser’s review the following items:

6.1.1 Operating Contracts. True, correct, and complete copies of the Operating Contracts listed on Exhibit B attached hereto, including all modifications, supplements or amendments thereto.

6.1.2 Leases. True, correct, and complete copies of the Leases listed on the “Rent Roll” (herein so called) attached hereto as Exhibit C including all lease guaranties, estoppels and subordination, nondisturbance and attornment agreements in Seller’s possession affecting such Leases.

6.1.3 Tax Statements. Copies of the real estate and personal property tax statements covering the Property for the three (3) previous tax years and, if received by Seller, the valuation notice issued with respect to the Real Property for 2013.

6.2 Items Available to Purchaser. To the extent it has not already done so, Seller also shall make available to Purchaser promptly after the Effective Date in an electronic data room or at a physical location the following items in Seller’s possession, which may be reviewed and copied at Purchaser’s sole cost and expense:

6.2.1 Permits. Copies of all Permits.

6.2.2 Plans and Specifications. Copies of any surveys, site plans, subdivision plans and as-built plans and specifications for the Real Property.

6.2.3 Warranties. Copies of all unexpired warranties and guaranties covering the Tangible Property and the roof, elevators, heating and air conditioning system and any other component of the Improvements and third party bonds, warranties and guaranties that will be in effect after Closing with respect to the Property.

6.2.4 Utility Bills. Copies of all utility bills received during the last year of Seller’s ownership of the Property.

6.2.5 Income and Expense Statements. Copies of income and expense statements with respect to the Property, including capital expenditures, for 2010 through year-to-date 2013.

6.2.6 Operating Budgets. An operating budget for the Property, including projected capital expenditures, for 2013.

6.2.7 Files. Copies of all correspondence and working files maintained by the manager of the Property relating to the Property.

6

The items set forth above in Sections 6.1 and 6.2 are collectively referred to herein as the “Property Information.”

6.3 Inspection Period. During the period commencing with the Effective Date and ending on August 8, 2013 or such earlier date on which Purchaser shall provide written notice of its waiver of its right to terminate this Contract under Sections 5.3 and 6.6 and the 777 Main Contract under Sections 5.3 and 6.6 thereof (the “Termination Date”), Purchaser shall have the option and right to conduct such investigations, inspections, audits, analyses, surveys, tests, examinations, studies, and appraisals of the Property and to examine all applicable books and records relating to the Property and its operation and maintenance, as Purchaser deems necessary or desirable, at Purchaser’s sole cost and expense, to determine if the Property is suitable for Purchaser’s purposes; provided, however, if Purchaser elects to terminate this Contract under Section 6.6, Purchaser shall promptly deliver to Seller a copy of every report of findings that is issued as a result of such activities (excluding only market studies or appraisals), and Purchaser shall cause the Property to be restored to its condition prior to any of Purchaser’s or its agents’ activities that alter the condition of the Property.

6.4 Access. To facilitate the due diligence contemplated in this Article 6, Seller shall provide Purchaser and Purchaser’s employees, agents, advisors, consultants, lenders and independent contractors (each, an “Authorized Party” and collectively, the “Authorized Parties”) access to the Property. Purchaser shall conduct any such physical inspections, tests, examinations, studies, and appraisals and shall minimize interference with Seller’s operations at the Property. Notwithstanding the foregoing, in the event Purchaser determines in its discretion that one or more Phase 2 environmental studies (collectively, the “Phase 2 Studies”) are needed with respect to some or all of the Property, such Phase 2 Studies shall not be conducted without Seller’s written consent. Purchaser may only enter upon the Property, provided (i) Purchaser notifies Seller (which notice may be oral or written) of Purchaser’s intent to inspect, test, survey or study a reasonable period of time prior to Purchaser’s entry, and (ii) if requested by Seller, Purchaser is accompanied by a representative of Seller. In conducting its due diligence, Purchaser agrees to carry, or to require its Authorized Parties who conduct the due diligence inspections at or on the Property to carry, not less than One Million Dollars ($1,000,000) comprehensive general liability insurance with a contractual liability endorsement that insures Purchaser’s indemnity obligations under Section 6.5 hereof, and Purchaser shall provide Seller with written evidence of same. Purchaser agrees to keep the Property free and clear of any liens that may arise as a result of Purchaser’s activities and those of its agents, consultants and contractors at or on the Property. All activities undertaken by Purchaser and the Authorized Parties in connection with Purchaser’s due diligence activities shall fully comply with applicable laws and regulations, including laws and regulations relating to worker safety.

6.5 Indemnity. PURCHASER AGREES TO INDEMNIFY, DEFEND AND HOLD SELLER, ITS AGENTS, PARTNERS, DIRECTORS, OFFICERS AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ANY LIENS, CLAIMS, OR DAMAGES INCLUDING, WITHOUT LIMITATION, ANY AND ALL DEMANDS, ACTIONS OR CAUSES OF ACTION, ASSESSMENTS, LOSSES, COSTS, LIABILITIES, INTEREST AND PENALTIES, AND REASONABLE ATTORNEYS’ FEES SUFFERED OR INCURRED BY SELLER, ITS AGENTS AND REPRESENTATIVES AS A RESULT OF, ARISING OUT OF, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, PURCHASER OR THE

7

AUTHORIZED PARTIES EXERCISING THE RIGHTS SET FORTH IN SECTIONS 6.3 AND 6.4 OR ARISING FROM PURCHASER OR THE AUTHORIZED PARTIES OTHERWISE ENTERING UPON THE PROPERTY, WHETHER ARISING WHOLLY OR IN PART FROM THE NEGLIGENCE OR STRICT LIABILITY OF SELLER OR ITS AGENTS OR REPRESENTATIVES (OTHER THAN ANY SUCH LOSS ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER OR ITS AGENTS OR REPRESENTATIVES). PURCHASER WILL, TO THE EXTENT PRACTICABLE AND AS DIRECTED BY SELLER, REPAIR OR CAUSE TO BE REPAIRED ANY DAMAGE CAUSED BY PURCHASER OR PURCHASER’S AGENTS OR REPRESENTATIVES IN THE CONDUCT OF THE REVIEW AND/OR INSPECTION CONTEMPLATED HEREUNDER. NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, THE INDEMNIFICATION AND OTHER OBLIGATIONS OF PURCHASER IN THIS SECTION 6.5 WILL SURVIVE THE TERMINATION OF THIS CONTRACT FOR ONE (1) YEAR. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE FOREGOING INDEMNITY SHALL NOT EXTEND TO ANY CLAIMS (INCLUDING, WITHOUT LIMITATIONS, CLAIMS THAT THE PROPERTY HAS DECLINED IN VALUE) ARISING FROM OR INCURRED IN CONNECTION WITH (A) THE MERE DISCOVERY BY PURCHASER OR THE AUTHORIZED PARTIES OF A PRE-EXISTING ENVIRONMENTAL OR PHYSICAL CONDITION AT THE PROPERTY, INCLUDING THROUGH THE RESULTS, FINDINGS, TESTS OR ANALYSES OF PURCHASER’S ENVIRONMENTAL OR OTHER PHYSICAL INVESTIGATION OF THE PROPERTY, OR (B) ANY DISCLOSURE OR NOTIFICATION THAT IS REQUIRED BY LAW AND IS GIVEN BY PURCHASER OR ANY OF ITS AUTHORIZED PARTIES TO ANY GOVERNMENTAL AGENCY OR OTHER PARTY (AS REQUIRED BY LAW) BASED UPON THE RESULTS, FINDINGS, TESTS OR ANALYSES OF PURCHASER’S ENVIRONMENTAL OR OTHER PHYSICAL INVESTIGATION OF THE PROPERTY.

6.6 Option to Terminate. If Purchaser is not satisfied, in Purchaser’s sole and absolute discretion, with the condition of the Property, or if Purchaser deems, in Purchaser’s sole and absolute discretion, the Property to be unsuitable for Purchaser’s purposes, or if for any other reason whatsoever in Purchaser’s sole and absolute discretion Purchaser elects not to proceed with the transaction contemplated by this Contract, then Purchaser may terminate this Contract by giving written notice to Seller on or before 5:00 p.m. CT on the Termination Date, in which case the Earnest Money (less the Independent Contract Consideration) shall be returned to Purchaser, and the parties will have no further obligations under this Contract, one to the other, except for return of the Earnest Money (less the Independent Contract Consideration) and any obligations that specifically survive termination of this Contract; provided, however, that Purchaser shall only be permitted to terminate this Contract under this Section 6.6 if Purchaser concurrently terminates the 777 Main Contact under Section 6.6 thereof. If Purchaser fails to notify Seller in writing before 5:00 P.M. Fort Worth, Texas time of the Termination Date that Purchaser has elected to terminate this Contract and the 777 Main Contract, then Purchaser shall be deemed to have elected not to terminate this Contract pursuant to this Section 6.6 or the 777 Main Contract under Section 6.6 thereof.

6.7 Confidentiality of Property Information. Unless and until the Closing actually occurs, Purchaser, its agents, consultants and employees shall keep confidential all Property Information and all other reports and information received or completed by Purchaser in

8

Purchaser’s independent factual, physical and legal examinations and inquiries of the Property, except that: (a) promptly after it delivers notice of termination under Section 6.6, Purchaser shall provide copies thereof to Seller; (b) Purchaser may disclose same to its consultants, attorneys, actual or prospective lenders and actual or prospective investors if Purchaser first obtains the agreement in writing of such consultants, attorneys, actual or prospective lenders and actual or prospective investors to keep such Property Information and all other reports and information regarding the Property or Seller confidential; and (c) Purchaser shall be entitled to make such disclosures as Purchaser’s legal counsel shall determine are advisable or required by law (by way of example and not limitation, 8K or other filings). Unless and until the Closing actually occurs, neither the contents nor the results of any test, report, analysis, opinion or other information shall be disclosed by Purchaser, its agents, consultants and employees without Seller’s prior written approval, unless and until Purchaser is legally required to make such disclosure, except to consultants, attorneys, actual or prospective lenders and actual or prospective investors. The provisions of this Section 6.7 shall survive the termination of this Contract.

7. WARRANTIES, REPRESENTATIONS AND COVENANTS.

7.1 Express Warranties. Seller makes the following warranties and representations to Purchaser:

7.1.1 Organization and Authority. Each entity constituting Seller has been duly organized and is validly existing under the laws of the State of Delaware. Seller has the full right and authority, has taken all actions required by its organizational documents and applicable law, and has obtained all necessary consents to execute and deliver this Contract and to transfer all of the Property and to consummate or cause to be consummated the transaction contemplated by this Contract. The person or persons signing this Contract on behalf of Seller is authorized to do so. The execution and delivery of this Contract by Seller and the performance of Seller’s obligations under this Contract do not violate any judgment, order, injunction, decree, regulation or ruling of any court or governmental authority or conflict with, result in a breach of, or constitute a default under the organizational documents of Seller, any note or other indebtedness, any mortgage, deed of trust or indenture, or any Lease or other material agreement to which Seller is a party or by which Seller is bound.

7.1.2 Pending or Threatened Actions. Seller has not received written notice of any action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending, or to Seller’s knowledge threatened in writing against Seller that arises out of the ownership of or relates to the Property and that, if adversely determined, could individually or in the aggregate materially adversely affect the Property or materially interfere with the consummation of the transaction contemplated by this Contract.

7.1.3 Operating Contracts. The Operating Contracts listed on Exhibit B are all of the service agreements entered into by Seller and affecting the Property and, to Seller’s knowledge, there are no other such agreements otherwise binding upon Seller and affecting the Property. Seller has provided or made available to Purchaser true, correct, and complete copies of the Operating Contracts.

9

7.1.4 Lease Brokerage. All agreements with brokers entered into by Seller (or to Seller’s knowledge binding on Seller) providing for the payment from and after Closing by Seller or Seller’s successor-in-interest of leasing commissions or fees for procuring tenants with respect to the Property provide for market commission rates, except as disclosed in Exhibit D-1 hereto. Seller has provided or made available to Purchaser in an electronic data room true, correct, and complete copies of all agreements with brokers. There are no agreements with brokers entered into by Seller (or to Seller’s knowledge, binding on Seller) providing for leasing commissions or fees that are due and payable as of June 30, 2013, except as disclosed in Exhibit D-1 attached hereto.

7.1.5 Condemnation. Seller has received no written notice of any condemnation proceedings relating to the Property and to Seller’s knowledge there is not now pending or formally threatened in writing any condemnation proceeding against the Property or any portion thereof.

7.1.6 Litigation. Seller has not received written notice of any litigation that has been filed against Seller that remains pending and that arises out of the ownership of or relates to the Property and would materially adversely affect the Property or use or operation thereof, or Seller’s ability to perform hereunder, and to Seller’s knowledge, no such litigation has been threatened in writing.

7.1.7 Leases. The list of leases shown on Exhibit F reflects all of the Leases of space currently affecting the Property, and Seller has provided or made available to Purchaser true, correct, and complete copies thereof. To Seller’s knowledge, there are no other leases or occupancy arrangements or agreements affecting the Property.

7.1.8 Environmental. To Seller’s knowledge, it has not received any written notice that the Property is in violation of any law regulating hazardous waste, hazardous material, chemical waste or other toxic substances.

7.1.9 Tenant Deposits. Exhibit C sets forth all tenant deposits under the Leases (including those in the form of letters of credit, identified as such) held by or on behalf of Seller with respect to the Leases.

7.1.10 No Options; No Rights of First Refusal. Except as may be disclosed in the Title Commitment or the Title Exceptions, there is no agreement in force and effect whereby Seller has agreed to sell or grant any person or entity an option or right of first refusal or any other right to purchase all or any part of the Property.

7.1.11 Leasing Costs. There are no unpaid Leasing Expenses with respect to any Leases and none shall be due and payable by Purchaser after the Closing with respect to any Leases that are in effect as of the Closing Date other than (i) the Leasing Expenses disclosed on Exhibit D-2 and any other Leasing Expenses that arise after June 30, 2013 or by reason of any extension or renewal of any Lease, or any tenant’s exercising such tenant’s rights to lease additional space from and after the date hereof and subject to Section 7.5.2, and (ii) any Leasing Expenses approved (or deemed approved) by Purchaser in connection with Purchaser’s approval (or deemed approval) of a New Lease Document (defined below) under Section 7.5.2 hereof.

10

7.1.12 Tax Proceedings. There are no pending or, to Seller’s knowledge threatened in writing, appeals or proceedings regarding the real estate or ad valorem taxes affecting the Property.

7.1.13 Violations. Except for violations cured or remedied on or before the date hereof, Seller has not received any written notice from any governmental authority of any violation of any code, ordinance, law or regulation of any city, county, state, or federal government applicable to the Property that has not been cured.

7.2 Knowledge Defined. References to the “knowledge” of Seller shall refer only to the current actual knowledge of the Designated Employees (as hereinafter defined) of Seller, and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any affiliate of Seller, to any property manager, or to any other officer, agent, manager, representative or employee of Seller or any affiliate thereof or to impose upon such Designated Employees any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated Employees” shall refer to the following persons: Jason Anderson, Jim Wilson, Cris Baird, Josh Pirtle and Bob Carlen.

7.3 Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 7.1 hereof and in any Seller Estoppel (defined below) shall survive Closing for a period of nine (9) months (the “Claims Period”). No claim for a breach of any representation or warranty of Seller shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter that was known to Purchaser prior to Closing, including any information disclosed by any Estoppel Certificate (defined below). Seller shall have no liability to Purchaser for a breach of any representation or warranty unless (a) the valid claims for all such breaches, together with any breaches by 777 Main Seller under the 777 Main Contract, collectively aggregate more than One Million Dollars ($1,000,000), in which event the full amount of such valid claims shall be actionable, up to the Cap (as defined in this Section), and (b) written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of the Claims Period and an action shall have been commenced by Purchaser against Seller prior to thirty (30) days following the expiration of the Claims Period. Purchaser agrees to use commercially reasonable efforts to first seek recovery under any insurance policies, Operating Contracts and Leases during the Claims Period prior to seeking recovery from Seller, and Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies, Operating Contracts or Leases; provided, for avoidance of doubt, that if Purchaser is unable to satisfy its claim during the Claims Period from such other sources, Purchaser shall have the right to proceed against Seller in accordance with the preceding sentence. As used herein, the term “Cap” shall mean the total aggregate amount of Fifteen Million Dollars ($15,000,000) and shall include any claims Purchaser has against 777 Main Seller under the 777 Main Contract. This Section 7.3 shall survive Closing.

7.4 Purchaser’s Representations and Warranties. Purchaser represents to Seller that, as of the date hereof:

7.4.1 Organization. Purchaser is a corporation duly formed, validly existing and in good standing under the laws of the state of its formation and Purchaser (or its designee or assignee permitted under Section 14 hereof) is or will be by the Closing Date duly qualified to transact business in the State of Texas.

11

7.4.2 Authority. Purchaser has all the requisite power and authority, has taken all actions required by its organizational documents and applicable law and has obtained all necessary consents to execute and deliver this Contract. On or before the Termination Date, Purchaser shall have the power and authority to consummate the transactions contemplated in this Contract. The person or persons signing this Contract on behalf of Purchaser is authorized to do so.

7.5 Seller’s Covenants. Seller agrees that during the period from the Effective Date through the Closing Date, or earlier termination of this Contract, Seller shall perform the following covenants:

7.5.1 Seller shall use commercially reasonable efforts to continue to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the date hereof.

7.5.2 A copy of any amendment, renewal, extension, termination, or expansion of an existing Lease or of any new Lease that Seller wishes to execute between the Effective Date and the date of Closing (“New Lease Documents”) shall be submitted to Purchaser prior to execution by Seller. Purchaser agrees to notify Seller in writing within five (5) Business Days after Purchaser’s receipt thereof of either its approval or disapproval of any New Lease Documents, including all Leasing Expenses (defined below) to be incurred in connection therewith. In the event Purchaser fails to notify Seller in writing of Purchaser’s approval or disapproval within the five (5) business day period set forth above, Purchaser shall be deemed to have approved such New Lease Document. At Closing, Purchaser shall (a) reimburse Seller for any tenant inducement costs, tenant improvement costs, tenant allowances, leasing commissions (whether paid to an in-house, affiliated or third party leasing agent or broker) or other expenses, including legal fees (collectively, “Leasing Expenses”), paid by Seller in connection with or pursuant to any New Lease Documents entered into on or after the Effective Date, and (b) assume all Leasing Expenses relating to such New Lease Documents not paid by Seller prior to the Closing Date. Seller shall be responsible for all outstanding Leasing Expenses due and payable as of the Closing Date related to all leases executed prior to the Effective Date (the “Existing Leasing Expense Obligations”), and to the extent such Existing Leasing Expense Obligations have not been paid by Seller as of Closing, Purchaser shall be entitled to a credit at Closing in the amount of the unpaid portion of such Existing Leasing Expense Obligations, and Purchaser shall assume all such unpaid portion of the Existing Leasing Expense Obligations as and when they become due; provided, however, that none of the Leasing Expenses referenced in Schedule 7.5.2 shall be included as Existing Leasing Expense Obligations, Seller shall not be obligated to pay (nor shall Purchaser be entitled to any credit for) such Leasing Expenses, and Purchaser shall be liable for paying all such Leasing Expenses referenced on Schedule 7.5.2. In the event that Seller has funded any of the Leasing Expenses listed in Schedule 7.5.2 prior to Closing, Purchaser shall credit Seller for such amounts at Closing.

7.5.3 Seller shall not enter into, renew, extend, amend, or modify any Operating Contracts or other agreements affecting the Property (other than agreements that are terminable on no more than 30 days’ prior notice without penalty) without Purchaser’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed.

12

7.5.4 Seller shall promptly advise Purchaser of any written notice of litigation received by Seller that will materially and negatively affect the ownership or operation of the Property or Seller’s ability to perform its obligations under this Contract.

7.5.5 Seller shall not voluntarily encumber the Property, except as required by court order or as required by law.

7.5.6 Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser prior to the Closing Date “Estoppel Certificates” (herein so called) executed by space tenants under all Leases. It shall be a condition to Purchaser’s obligation to close that Seller shall have delivered Estoppel Certificates for tenants who comprise seventy percent (70%) (the “Required Percentage”) of the total leased square footage of the Improvements, in substantially the form attached hereto as Exhibit G. If Seller has not been able to obtain the Required Percentage of Estoppel Certificates by the Closing Date, despite having used its commercially reasonable efforts to do so, Seller shall have the right, at its sole option, to provide an estoppel certificate executed by Seller in the form of Exhibit M (the “Seller Estoppel”) for Leases covering a total square footage of space in the Improvements that, when added to the Estoppel Certificates received from tenants, total the Required Percentage; provided that if Seller has delivered Estoppel Certificates for tenants comprising less than sixty-five percent (65%) of the total leased square footage of the Improvements by the Closing Date, Purchaser shall have the right, in its sole discretion, to (a) postpone the Closing Date for up to thirty (30) days by giving Seller notice of such election, (b) accept a Seller Estoppel and proceed to Closing, or (c) terminate this Contract and the 777 Main Contract pursuant to the immediately following sentence. Purchaser’s sole remedy for Seller’s failure to obtain the required Estoppel Certificates pursuant to this Section 7.5.6, having used its commercially reasonable efforts to do so, shall be to terminate this Contract and the 777 Main Contract and receive the Earnest Money (less the Independent Contract Consideration) from Seller; notwithstanding the foregoing, if Purchaser elects to accelerate the Closing Date pursuant to Section 9.1, Purchaser shall waive its rights to (a) postpone the Closing Date in order to receive the Required Percentage of Estoppel Certificates, (b) require Seller to deliver any Seller Estoppels, and (c) terminate this Contract and the 777 Main Contract if Seller fails to obtain the Required Percentage of Estoppel Certificates pursuant to this Section 7.5.6, having used its commercially reasonable efforts to do so. If Seller provides one or more Seller Estoppels covering any Lease or Leases for which an Estoppel Certificate is subsequently delivered to Purchaser (a “Superseded Seller Estoppel”), effective upon Purchaser’s receipt of such Estoppel Certificate, Seller shall have no further liability under the applicable Superseded Seller Estoppel. Seller’s liability under any Seller Estoppel shall be subject to and limited by the provisions of Section 7.3 hereof.

7.5.7 Seller shall continue to maintain All Risk Property insurance in the Property’s full replacement value with reputable insurance carriers licensed or authorized to do business in the state where the Property is located, with a minimum Best’s rating of A-VII.

7.5.8 Seller shall use commercially reasonable efforts to obtain an estoppel certificate, in a form mutually agreeable to Purchaser and Seller, from Lakewood Church

13

regarding: (a) the Parking Facilities Agreement between Crescent Real Estate Funding III, L.P. and Lakewood Church, dated December 31, 2002, amended by that certain first amendment dated July 1, 2006; and (b) the Site Coordination Agreement between Crescent Real Estate Funding III, L.P. and Lakewood Church, dated December 31, 2002. Purchaser’s obligation to purchase the Property shall not be conditioned on receipt of such estoppel certificate.

7.6 Conditions to Purchaser’s Obligation to Purchase. Purchaser’s obligation to purchase is expressly conditioned upon each of the following:

7.6.1 Performance by Seller. Performance in all material respects of the obligations and covenants of, and deliveries required of, Seller hereunder, including Seller’s delivery obligations under Section 9.2.

7.6.2 Delivery of Title and Possession. Delivery at Closing of the Deed and possession of the Property.

7.6.3 Seller’s Representations. The representations and warranties by Seller set forth in Section 7.1 being true and correct in all material respects as of Closing.

7.6.4 Estoppel Certificates. Delivery of the Required Percentage of Estoppel Certificates and/or Seller Estoppels under Section 7.5.6.

7.6.5 777 Main Street. Simultaneous and concurrent purchase and sale of the 777 Main Property pursuant to the 777 Main Contract (unless the 777 Main Contract is terminated pursuant to Section 11.2 or 11.3 of the 777 Main Contract).

7.7 Conditions to Seller’s Obligation to Sell. Seller’s obligation to sell is expressly conditioned upon each of the following:

7.7.1 Performance by Purchaser. Performance in all material respects of the obligations and covenants of, and deliveries required of, Purchaser hereunder, including Purchaser’s delivery obligations under Section 9.3.

7.7.2 Receipt of Purchase Price. Receipt of the Purchase Price, subject to adjustments and prorations under Section 9.5, at Closing in the manner herein provided.

7.7.3 Purchaser’s Representations. The representations and warranties by Purchaser set forth in Section 7.4 being true and correct in all material respects as of Closing.

7.7.4 777 Main Street. Simultaneous and concurrent purchase and sale of the 777 Main Property pursuant to the 777 Main Contract (unless the 777 Main Contract is terminated pursuant to Section 11.2 or 11.3 of the 777 Main Contract).

8. “AS IS” SALE.

(a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT OR THE DEED, PURCHASER AGREES TO ACCEPT TITLE TO THE PROPERTY ON AN “AS-IS-WHERE-IS AND WITH ALL FAULTS” BASIS.

14

(b) EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 7.1 OF THIS CONTRACT THAT SURVIVE THE CLOSING AND IN THE DEED (DEFINED BELOW) (“SELLER’S WARRANTIES”), SELLER HEREBY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO OR CONCERNING (i) THE NATURE AND CONDITION OF THE PROPERTY AND THE SUITABILITY THEREOF FOR ANY AND ALL ACTIVITIES AND USES PURCHASER MAY ELECT TO CONDUCT THEREON, (ii) THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR ANY OTHER MATTER RELATING IN ANY WAY TO THE PROPERTY, (iii) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER AUTHORITY OR BODY, OR (iv) THE EXISTENCE OF ANY TOXIC OR HAZARDOUS SUBSTANCE OR WASTE IN, ON, UNDER THE SURFACE OF OR ABOUT THE PROPERTY. EXCEPT FOR THE SELLER’S WARRANTIES, PURCHASER ACKNOWLEDGES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND THE PROPERTY INFORMATION, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND THE PROPERTY INFORMATION AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER, ITS COUNSEL OR BROKERS, OR ANY PARTNER, MEMBER, OFFICER, DIRECTOR, PRINCIPAL, PARENT, SUBSIDIARY, AFFILIATE, EMPLOYEE, AGENT OR ATTORNEY OF SELLER, ITS COUNSEL OR BROKER OR ANY OTHER PARTY RELATED IN ANY WAY TO ANY OF THE FOREGOING (ALL OF WHICH PARTIES ARE HEREIN COLLECTIVELY CALLED THE “SELLER PARTIES”), AND PURCHASER ACCEPTS THE PROPERTY IN ITS PRESENT CONDITION. PURCHASER FURTHER ACKNOWLEDGES THAT THE INFORMATION PROVIDED AND TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND SELLER (A) HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND (B) HAS NOT MADE ANY EXPRESS OR IMPLIED, ORAL OR WRITTEN, REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION, EXCEPT FOR THE SELLER’S WARRANTIES. THE SALE OF THE REAL PROPERTY AND THE PROPERTY IS BEING SOLD AND CONVEYED HEREUNDER ON AN “AS IS WHERE IS WITH ALL FAULTS” BASIS, AND PURCHASER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, EXCEPT FOR THE SELLER’S WARRANTIES, NO SELLER PARTY HAS MADE OR DOES HEREBY MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, WHATSOEVER WITH RESPECT TO THE CONDITION OF THE PROPERTY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY REGARDING CONDITION, HABITABILITY, SUITABILITY, QUALITY OF CONSTRUCTION, WORKMANSHIP, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND PURCHASER ACKNOWLEDGES THAT IT IS ENTERING INTO THIS CONTRACT WITHOUT RELYING UPON ANY ORAL STATEMENT OR REPRESENTATION MADE BY SELLER, ANY BROKER OR BY ANY OTHER PERSON, OTHER THAN THE SELLER’S WARRANTIES.

15

(c) EXCEPT FOR THE SELLER’S WARRANTIES, PURCHASER, FOR PURCHASER AND PURCHASER’S SUCCESSORS AND ASSIGNS, HEREBY RELEASES SELLER AND SELLER PARTIES, AND THEIR SUCCESSORS AND ASSIGNS FROM, AND WAIVES ALL CLAIMS AND LIABILITY, INCLUDING ENVIRONMENTAL LIABILITY (DEFINED BELOW), AGAINST SELLER AND SELLER PARTIES, AND THEIR SUCCESSORS AND ASSIGNS FOR OR ATTRIBUTABLE TO THE FOLLOWING:

(i) ANY AND ALL STATEMENTS OR OPINIONS HERETOFORE OR HEREAFTER MADE, OR INFORMATION FURNISHED, BY THEM TO PURCHASER OR ITS AGENTS OR REPRESENTATIVES, EXCEPT FOR SELLER’S WARRANTIES; AND

(ii) ANY STRUCTURAL, PHYSICAL OR ENVIRONMENTAL CONDITION AT THE PROPERTY, INCLUDING, WITHOUT LIMITATION, CLAIMS OR LIABILITIES RELATING TO THE PRESENCE, DISCOVERY OR REMOVAL OF ANY HAZARDOUS MATERIALS IN, AT, ABOUT OR UNDER THE PROPERTY, OR FOR, CONNECTED WITH OR ARISING OUT OF ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON ENVIRONMENTAL LAW.

(d) As used herein “Environmental Law” means any international, federal, state, local or foreign statute, law, ordinance, regulation, rule, code, order, consent decree or judgment, in each case in existence as of the Closing Date, relating to pollution or protection of the environment. As used herein “Environmental Liability” means any claim, demand, order, suit, obligation, liability, cost (including, without limitation, the cost of any investigation, testing, compliance or remedial action), consequential damages, loss or expense (including attorneys’ and consultants’ fees and expenses) arising out of, relating to or resulting from any Environmental Law or environmental, health or safety matter or condition, including natural resources, and related in any way to the Property or to this Contract or its subject matter, in each case, whether arising or incurred before, on or after the Closing Date. As used herein “Hazardous Materials” means (i) any petroleum, petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials or polychlorinated biphenyls or (ii) any chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under any Environmental Law.

(e) Purchaser acknowledges that neither Seller nor any Seller Party has made any representations or held out any inducements to Purchaser except for the Seller’s Warranties; and Seller hereby specifically disclaims any representation, oral or written, past, present or future, other than the Seller’s Warranties.

(f) Purchaser acknowledges that this Contract affords Purchaser the opportunity for investigations, examinations and inspections of the Property and all Property Information.

(g) The provisions of this Section 8 shall survive the termination of this Contract and the Closing.

16

9. CLOSING.

9.1 Closing Date. The consummation of this transaction and the transactions contemplated under the 777 Main Contract (the “Closing”) will take place through escrow at the offices of the Title Company, or at such other location upon which Seller and Purchaser mutually agree, before 11:00 a.m. Central time on September 9, 2013 (the “Closing Date”), unless Seller and Purchaser mutually agree, in their sole discretion, to an earlier or later date; provided, however that Purchaser shall have the right to move Closing (including the Closing under the 777 Main Contract) to an earlier date by notifying Seller of such election in writing no less than ten (10) days prior to such earlier date. The Closing shall occur simultaneously with the closing of the sale of the 777 Main Property to Purchaser under the 777 Main Contract.

9.2 Seller’s Obligations at the Closing. At the Closing, Seller shall do, or cause to be done, the following:

9.2.1 Documents. Seller shall execute, acknowledge (if necessary), and deliver into escrow the following documents:

9.2.1.1. One (1) original Special Warranty Deed in the form and substance of Exhibit H executed by each of the entities comprising Seller with respect to the portion of the Real Property owned by it (collectively, the “Deed”);

9.2.1.2. Two (2) counterpart original Assignments of Landlord’s Interest in Leases in the form and substance of Exhibit I (the “Assignment of Leases”) executed by each of the entities comprising Seller with respect to the portion of the Real Property owned by it;

9.2.1.3. One (1) counterpart original Blanket Conveyance, Bill of Sale, and Assignment in the form and substance of Exhibit J (the “Bill of Sale”);

9.2.1.4. One (1) original Certificate of Non-Foreign Status in the form and substance of Exhibit K (the “FIRPTA”) executed by the sole member of Seller;

9.2.1.5. One (1) counterpart original Notification of change of ownership in the form and substance of Exhibit L (the “Notification Letter”) executed by each of the entities comprising Seller with respect to the portion of the Real Property owned by it;

9.2.1.6. Evidence of termination, at Seller’s sole cost, of the property management and leasing agreements for the Property;

9.2.1.7. A customary owner’s affidavit reasonably required by the Title Company; and

9.2.1.8. One (1) counterpart original of a settlement statement.

17

9.2.2 Title Policy. Seller shall direct the Title Company to issue to Purchaser a standard Form T-1 Texas Policy of Owner’s Title Insurance (the “Title Policy”), in the amount of the Purchase Price, and insuring that Purchaser has good and indefeasible fee simple title to the Property, subject only to the Permitted Exceptions and the standard printed exceptions modified as follows:

9.2.2.1. The exception as to the lien for taxes will be limited to the year 2013 for taxes not yet due and payable; and

9.2.2.2. Any exception for “parties in possession” shall, at Purchaser’s cost, be limited to the rights of lessees or tenants in possession.

9.2.3 Original Documents. Seller shall deliver to Purchaser at the Property originals that are in Seller’s possession of all items enumerated in Section 6.1 and 6.2 of this Contract.

9.2.4 Possession. Seller shall deliver possession of the Property, subject to the Leases and Permitted Exceptions.

9.2.5 Additional Documents. Seller shall execute and deliver or obtain for delivery to the Title Company any other instruments reasonably necessary to consummate the sale of the Property pursuant to this Contract, including, by way of example, closing statements and evidence of the authority of the party or parties executing instruments on behalf of Seller.

9.2.6 Costs. Seller shall pay all costs allocated to Seller pursuant to Section 9.5 of this Contract.

9.3 Purchaser’s Obligations at the Closing. At the Closing, Purchaser shall do, or cause to be done, the following:

9.3.1 Payment of Consideration. Purchaser shall timely pay to Seller the Purchase Price, as adjusted in accordance with the provisions of this Contract.

9.3.2 Closing Documents. Purchaser shall execute and deliver into escrow the following documents:

9.3.2.1. Two (2) counterpart originals of each Assignment of Leases executed by Purchaser;

9.3.2.2. One (1) counterpart original of a settlement statement; and

9.3.2.3. One (1) counterpart original of each Notification Letter executed by Purchaser.

9.3.3 Additional Documents. Purchaser shall execute and deliver or obtain for delivery to the Title Company any instruments reasonably necessary to consummate the sale of the Property pursuant to this Contract, including, by way of example, closing statements and evidence of the authority of the party or parties executing instruments on behalf of Purchaser.

9.3.4 Costs. Purchaser will pay all costs allocated to Purchaser pursuant to Section 9.5 of this Contract.

18

9.4 Procedure. Seller and Purchaser shall cause the following to occur at the Closing on the Closing Date:

9.4.1 Upon Seller’s receipt of the Purchase Price for the Property, subject to the adjustments and prorations set forth herein, in cash in immediately available funds, the Deed shall be recorded in the Real Property Records of Harris County, Texas.

9.4.2 Title Company shall date as of the Closing Date and deliver to Purchaser (i) a counterpart of each Assignment of Leases; (ii) the original Bill of Sale; (iii) the original FIRPTA; (iv) the original of each Notification Letter; and (v) any additional documents that Title Company may reasonably require for the proper consummation of the transaction contemplated by this Contract.

9.4.3 Title Company shall date as of the Closing Date and deliver to Seller (i) a fully executed original of each Assignment of Leases; and (ii) any additional documents that Title Company may reasonably require for the proper consummation of the transaction contemplated by this Contract.

9.4.4 The Title Company shall issue the Title Policy to Purchaser.

9.5 Costs and Adjustments at Closing.

9.5.1 Expenses. Seller shall pay for the title examination fees and the basic Title Policy premium, and one-half of the escrow fees charged by the Title Company. Purchaser shall pay for any costs incurred to update or revise the Survey, the cost of any endorsements to the Title Policy and any premiums in excess of the base premium, all recording fees, all expenses incurred in connection with Purchaser’s due diligence investigations, and one-half of the escrow fees charged by the Title Company. Seller and Purchaser shall be responsible for the fees and expenses of their respective attorneys.

9.5.2 Real Estate Taxes. Real estate taxes and general and special assessments on the Property for the 2013 calendar year shall be prorated between Seller and Purchaser as of 11:59 p.m. on the day preceding the Closing Date. If the amount of such taxes is not known at Closing, the proration of such real estate taxes and assessments shall be based on the amount of such taxes and assessments for the previous real estate tax fiscal period. As soon as the actual amount of real estate taxes on the Property for the year of Closing is known, Seller and Purchaser shall, if necessary, readjust the amount of such taxes to be paid by each party with the result that Seller shall be responsible for those taxes applicable to the Property up to but not including the Closing Date, and Purchaser shall pay the taxes and shall be responsible for those taxes and assessments applicable to the Property on and after the date of Closing. Seller reserves the right to pursue any existing challenge to ad valorem taxes or assessments and shall be entitled to any refund or reduction of taxes attributable to any time period prior to Closing. The provisions of this Section 9.5.2 shall survive the Closing.

9.5.3 Rents. All rents, additional rents and other sums payable under the Leases shall, to the extent actually collected prior to Closing, be prorated as of 11:59 p.m. on the day preceding the Closing Date. All rents, percentage rents, operating expenses, common area charges, real estate taxes and other costs or charges paid by tenants under the Leases after the Closing shall be applied to such charges in their order of accrual until applied in full. Any amounts that are to be applied to periods prior to Closing shall be delivered by Purchaser to

19

Seller within thirty (30) days after receipt, net of any reasonable costs incurred by Purchaser in collecting such amounts (including, without limitation, reasonable, outside attorneys’ fees). Purchaser shall have no obligation to institute any litigation to collect delinquent rents or other amounts owed to Seller, except that Purchaser shall use commercially reasonable efforts to obtain same. Seller shall not exercise any right to collect such amounts until, in Seller’s reasonable judgment and in no event sooner than six (6) months thereafter, Seller has determined that Purchaser’s efforts will not result in collection thereof, in which event Seller may institute suit for collection. The provisions of this Section 9.5.3 shall survive Closing.

9.5.4 Security Deposits and Utility Deposits. Purchaser shall be entitled to a credit against the Purchase Price in the amount of any cash security deposits held by Seller pursuant to the Leases. With respect to any tenant security deposit in the form of a letter of credit, including any amendments (the “Letter of Credit”), Seller agrees to deliver to Purchaser at Closing the original Letter of Credit and the necessary transfer forms for the transfer thereof to Seller. After Closing, to the extent any such Letter of Credit is not transferable, Seller shall use its good faith efforts to have the Letter of Credit re-issued in the name of Purchaser and have the Letter of Credit in Seller’s name terminated. Purchaser agrees that it shall be responsible for the transfer fees imposed by the issuing banks in connection with the transfer of any Letters of Credit from Seller to Purchaser, unless the applicable Tenant is responsible for such fees. Purchaser and Seller shall cooperate to accomplish the transfer of such Letters of Credit as soon as practicable after Closing. Until any such Letter of Credit is transferred, Seller shall cooperate with Purchaser in making any draws thereon that Purchaser is entitled to make under the terms of the applicable Lease, provided that Purchaser agrees to indemnify, defend and hold harmless Seller for any liability imposed on Seller as the result of Seller’s cooperation. Seller shall be entitled to retain all utility deposits to the extent all payments to such utilities are current. Seller shall cooperate with Purchaser, at Purchaser’s cost, with respect to the transfer of utilities.

9.5.5 Capital Improvements. The Purchase Price is based on the assumption that Seller will have made Three Million Six Hundred Seventy-Four Thousand Five Hundred Eight and 50/100 Dollars ($3,674,508.50) in capital expenditures to the Property by the scheduled Closing Date, September 9, 2013 (the “Cap Ex Closing Threshold”), as part of the total capital expenditures for the Property, and in no event shall Seller incur costs in excess of the Cap Ex Closing Threshold without receiving Purchaser’s written consent. In the event that Seller has not expended an amount equal to the Cap Ex Closing Threshold on capital expenditures consistent with Seller’s capital expenditure program prior to the Closing Date, Purchaser shall be entitled to receive a credit against the Purchase Price in an amount equal to the deficit between the actual capital expenditures made by Seller as of the Closing Date and the Cap Ex Closing Threshold. In the event that Seller has funded capital expenditures consistent with Seller’s capital expenditure program in excess of the Cap Ex Closing Threshold prior to the Closing Date, the Purchaser shall reimburse Seller at Closing for any excess between the amounts actually expended by Seller and the Cap Ex Closing Threshold. If the Closing Date occurs on a date other than September 9, 2013 (if agreed to by Seller and Purchaser in their sole discretion), then the Cap Ex Closing Threshold shall be reduced by Fourteen Thousand Six Hundred Twenty-Eight and 50/100 Dollars ($14,628.50) for each day that the Closing occurs prior to September 9, 2013 and increased by Fourteen Thousand Six Hundred Twenty-Eight and 50/100 Dollars ($14,628.50) for each day that the Closing occurs after September 9, 2013. At least five (5) Business Days prior to Closing, Seller shall deliver to Purchaser a statement of the

20

total capital expenditures consistent with Seller’s capital expenditure program made by Seller through such date, for planning purposes, and Seller shall deliver a final statement to Purchaser one (1) Business Day prior to Closing.

9.5.6 Other Income and Expenses. Except as otherwise expressly stated herein, all other income and ordinary operating expenses for or pertaining to the Property, including, but not limited to, public utility charges, maintenance charges and service charges, will be prorated as of 11:59 p.m. on the day preceding the Closing Date.

9.5.7 Adjustment. To the extent that errors are discovered in, or additional information becomes available (including from year-end reconciliations of tenant pass-through expenses) with respect to, the prorations and allocations made at Closing, Seller and Purchaser agree to make such post-Closing adjustments as may be necessary to correct any inaccuracy; however, all prorations (except for prorations and allocations of ad valorem taxes and tenant reimbursables and for prorations or allocations that have been specifically identified as disputed and are then currently in dispute) shall be final within one hundred eighty (180) days after Closing. Purchaser shall be responsible for performing the year-end tenant pass-through expense reconciliations in accordance with the terms of the Leases.

9.6 Escrow Instructions. Upon execution of this Contract, the parties hereto shall deposit an executed counterpart of this Contract with the Title Company, and this Contract shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated hereby. Seller and Purchaser agree to execute such reasonable additional and supplementary escrow instructions as may be appropriate to enable the Title Company to comply with the terms of this Contract; provided, however, that in the event of any conflict between the provisions of this Contract and any supplementary escrow instructions, the terms of this Contract shall control.

10. REMEDIES.

10.1 Default by Seller. Except as specifically provided elsewhere in the Contract, in the event that Seller fails to consummate the transaction contemplated by this Contract or the 777 Main Contract or if Seller breaches its obligation to perform any of Seller’s other material obligations hereunder or thereunder either prior to or at the Closing and such failure or breach results from any reason other than the termination of this Contract and the 777 Main Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or the 777 Main Contract, as applicable, or Purchaser’s failure to perform Purchaser’s obligations under this Contract and/or the 777 Main Contract, as applicable, Purchaser may as its only remedies: (a) terminate this Contract and the 777 Main Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser shall be entitled to a return of the Earnest Money (as defined herein and in the 777 Main Contract) (less the Independent Contract Consideration) and interest thereon free and clear of any claims by Seller or any other party, plus a reimbursement of Purchaser’s reasonably incurred third-party, out-of-pocket costs incurred in connection with Purchaser’s negotiation of this Contract and the 777 Main Contract and its due diligence investigations in connection therewith, not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) total under this Contract and the 777 Main Contract; or (b) (exercisable by Purchaser only from and after the Termination Date, on the assumption that Purchaser has not

21

duly terminated this Contract on or before the Termination Date under Section 6.6 hereof) enforce specific performance of Seller’s duties and obligations under this Contract and the 777 Main Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances not affirmatively placed on the Property (or the 777 Main Property, as applicable) by Seller or require Seller to perform any covenant except as otherwise required under this Contract. In the event the Purchaser fails to file an action for specific performance of this Contract and the 777 Main Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (a) above and shall be deemed to have waived its right to enforce specific performance of this Contract and the 777 Main Contract. Purchaser must exercise the same remedy (either termination or specific performance, as provided above) under this Contract and the 777 Main Contract. Purchaser’s remedies after Closing are limited solely to the remedies provided and to the extent set forth in Sections 7 and 8 above. Notwithstanding the foregoing, Seller and Purchaser hereby agree that on or prior to the Termination Date, Purchaser shall not be entitled to pursue or enforce specific performance of Seller’s duties and obligations under this Contract or the 777 Main Contract or to enforce any other remedies at law or equity, other than termination of this Contract and the 777 Main Contract as provided in clause (a) above or the liquidated damages payment provided in the following sentence. In lieu of the right to enforce specific performance, and only from the Effective Date until the Termination Date, in the event of a default by Seller that would otherwise have entitled Purchaser to pursue or enforce specific performance of Seller’s duties and obligations under this Contract and the 777 Main Contract, Purchaser shall be entitled to a liquidated damages payment equal to Thirty Million Dollars ($30,000,000) in total under this Section 10.1 and under Section 10.1 of the 777 Main Contract.

10.2 Default by Purchaser. In the event that Purchaser breaches (a) its obligations under Section 4.1 or 4.2, or (b) its obligation to consummate the purchase of the Property pursuant to this Contract or the 777 Main Contract, then Seller, as Seller’s sole and exclusive remedy, shall have the right to terminate this Contract and the 777 Main Contract by giving written notice thereof to Purchaser prior to or at the Closing, whereupon neither party thereto will have any further rights or obligations hereunder, except (i) that Title Company shall pay to Seller as liquidated damages the Earnest Money (as defined herein and in the 777 Main Contract) (to the extent received by the Title Company, in the event of a breach by Purchaser under Section 4.1 or 4.2) free of any claims by Purchaser or any other person with respect thereto (and Purchaser hereby authorizes Title Company to do so), and (ii) for provisions that survive Closing by their terms. It is agreed that the amount to which Seller is entitled under this Section 10.2 is a reasonable forecast of just compensation for the harm that would be caused by Purchaser’s breach and that the harm that would be caused by such breach is one that is incapable or very difficult of accurate estimation. The indemnifications and other specific obligations of Purchaser elsewhere contained in this Contract are separate from and independent of this Section 10.2.

10.3 Fees. In the event either party to this Contract commences legal action of any kind to enforce the terms and conditions of this Contract, the prevailing party in such litigation shall be entitled to collect from the other party all costs, expenses and attorneys’ fees incurred in connection with such action.

10.4 Survival. This Section 10 shall survive Closing or earlier termination of this Contract.

22

11. RISK OF LOSS, DESTRUCTION, AND CONDEMNATION.

11.1 Risk of Loss. Risk of loss for damage to the Property, or any part thereof, by fire or other casualty from the Effective Date through the Closing Date shall be on Seller. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

11.2 Casualty.

11.2.1 Major Damage. If, prior to Closing, the Property, or any portion thereof, is damaged by fire, or any other cause of whatsoever nature, Seller shall promptly give Purchaser written notice of such damage. If the cost for repairing such damage, as determined by an insurance adjuster reasonably acceptable to Seller and Purchaser, exceeds Seventy-Five Million Dollars ($75,000,000), Purchaser shall have the option, exercisable by written notice delivered to Seller within twenty (20) days of Seller’s notice of damage to Purchaser, either (a) to require Seller to convey the Property to Purchaser, in its damaged condition, and to assign to Purchaser all of Seller’s right, title and interest in and to any claims Seller may have under the property insurance policies covering the Property (and Seller shall pay or credit against the Purchase Price any deductible to Purchaser), in which event Seller shall have no further liability or obligation to repair or replace the Property, or (b) to terminate this Contract and the 777 Main Contract. If Purchaser elects to terminate this Contract and the 777 Main Contract, the Earnest Money and the earnest money for the 777 Main Contract (less the Independent Contract Consideration) shall be returned to Purchaser, and thereafter neither party hereto shall have any further duties or obligations hereunder except under provisions that survive Closing by their terms. Notwithstanding anything to the contrary set forth in this Contract, Purchaser shall not have the right to terminate this Contract solely as a result of Purchaser terminating the 777 Main Contract under Section 11.2.1 of the 777 Main Contract.

11.2.2 Minor Damage. If the cost for repairing such damage, as determined by an insurance adjuster reasonably acceptable to Seller and Purchaser, shall not exceed Seventy-Five Million Dollars ($75,000,000), Purchaser shall be obligated to purchase the Property on the Closing Date in its damaged condition, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in and to any claims Seller may have under the property insurance policies covering the Property (and Seller shall pay or credit against the Purchase Price any deductible to Purchaser), less the cost of any repairs made by Seller to restore damage to the Property prior to the Closing Date.

11.3 Condemnation. If during the pendency of this Contract and prior to Closing, condemnation proceedings are commenced with respect to all or any material portion of the Property, Purchaser may, at Purchaser’s election, terminate this Contract and the 777 Main Contract by written notice to Seller within ten (10) days after Purchaser has been notified of the commencement of condemnation proceedings. In the event of such termination, the Earnest Money (less the Independent Contract Consideration) shall be promptly refunded to Purchaser and, thereafter, neither party shall have any further duties or obligations hereunder except under provisions that survive Closing by their terms. If Purchaser does not exercise such right to terminate this Contract and the 777 Main Contract within the period prescribed, then Seller shall transfer to Purchaser Seller’s right to appear and to defend Seller’s interests in the Property in such condemnation proceedings, and any award in condemnation shall become the property of

23

Purchaser; provided, however, the Closing shall not be delayed by reason of any such proceedings. Notwithstanding anything to the contrary set forth in this Contract, Purchaser shall not have the right to terminate this Contract solely as a result of Purchaser terminating the 777 Main Contract under Section 11.3 of the 777 Main Contract.

12. REAL ESTATE COMMISSIONS AND FEES.

Seller represents and warrants to Purchaser that Seller has not contacted or entered into any written agreement with any real estate broker, agent, finder, or any party in connection with this transaction, except for Holliday Fenoglio Fowler (“Broker”). Seller shall be solely responsible for the payment of Broker’s commission in accordance with the provisions of a separate agreement between Seller and Broker. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate broker, agent, finder, or any party in connection with this transaction. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including, without limitation, reasonable attorneys’ fees) paid or incurred by the other party by reason of a breach of the representation and warranty made by such party under this Section 12. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Section 12 shall survive the Closing.

13. NOTICES.

13.1 Written Notice. All notices, demands and requests that may be given or which are required to be given by either party to the other party under this Contract must be in writing.

13.2 Method of Transmittal. All notices, demands and requests required to be in writing must be sent by United States certified or registered mail, postage fully prepaid, return receipt requested, or by Federal Express or a similar nationally recognized overnight courier service, or by facsimile with a confirmation copy delivered by a nationally recognized overnight courier service. Notice shall be considered effective on the earlier to occur of actual receipt or twenty-four (24) hours after depositing same with the overnight courier service.

13.3 Addresses. The addresses for proper notice under this Contract are as follows:

Seller:	c/o Crescent Real Estate Equities Limited Partnership
	777 Main Street, Suite 2000
	Fort Worth, Texas 76102
	Attn: Jason Anderson and C. Robert “Cris” Baird, Esq.
	Facsimile: (817) 321-2002
With a copy to:	Crescent Crown Greenway Plaza SPV LLC, et al.
	745 Seventh Avenue
	New York, New York 10019
	Attn: CRAG

24

And to:	Pillsbury Winthrop Shaw Pittman LLP
	909 Fannin, Suite 2000
	Houston, Texas 77010
	Attn: Laura E. Hannusch, Esq.
	Facsimile: (281) 582-6304
Purchaser:	Cousins Properties Incorporated
	191 Peachtree Street, NE
	Suite 500
	Atlanta, Georgia 30303
	Attn: Colin Connolly and Pamela F. Roper, Esq.
	Facsimile: (404) 407-1999 and (404) 407-1641
With a copy to:	King & Spalding LLP
	1180 Peachtree Street, NE
	Atlanta, Georgia 30309
	Attn: Timothy J. Goodwin, Esq.
	Facsimile: (404) 572-5131

Either party may from time to time by written notice designate a different address to the other party.

14. ASSIGNMENT.

Neither party will have the right to assign this Contract without the consent of the other party, which may be given or withheld in its sole discretion. Notwithstanding the foregoing, Purchaser shall have the right to assign its rights under this Contract to a wholly owned subsidiary, provided that (a) Purchaser shall notify Seller of any such assignment on or prior to three (3) Business Days before Closing, (b) Purchaser will remain liable for its duties and obligations under this Contract, (c) the assignee shall be bound by all of the terms and conditions of this Contract, including Sections 7.4 and 21, which shall be deemed to be made by the assignee as of the effective date of such assignment, and (d) any such assignee and any assignee under the 777 Main Contract shall be treated as a single “purchaser” for Purposes of all provisions in this contract that also impact the 777 Main Contract (such as termination rights, damage claims under Section 7.3, etc.).

15. INTERPRETATIVE.

15.1 Entire Agreement. This Contract, together with the 777 Main Contract, embodies and constitutes the entire understanding between the parties with respect to the transaction contemplated hereby, and all prior agreements, understandings, representations and statements, oral or written, are merged into this Contract. Neither this Contract nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. No waiver by either party hereto of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

25

15.2 Gender and Number. Words of any gender used in this Contract will be construed to include any other gender and words in the singular number shall be construed to include the plural, and vice versa, unless the context requires otherwise.

15.3 Captions. The captions used in connection with the Articles, Sections and Subsections of this Contract are for convenience only and shall not be deemed to expand or limit the meaning of the language of this Contract.

15.4 Successors and Assigns. This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.

15.5 Multiple Counterparts. This Contract may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.

15.6 CONTROLLING LAW. THIS CONTRACT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAW OF ANOTHER STATE.

15.7 Exhibits. All exhibits, attachments, annexed instruments and addenda referred to herein shall be considered a part hereof for all purposes with the same force and effect as if copied verbatim herein.

15.8 No Rule of Construction: Seller and Purchaser have each been represented by counsel in the negotiations and preparation of this Contract; therefore, this Contract shall be deemed to be drafted by both Seller and Purchaser, and no rule of construction shall be invoked respecting the authorship of this Contract.

15.9 Severability. All agreements and covenants contained in this Contract are severable. In the event any agreement or covenant is held to be invalid by any court, this Contract shall be interpreted as if such invalid agreement or covenant were not contained herein.

15.10 Construction of Certain Words. “Any” shall be construed as “any and all.” “Including” shall be construed as “including but not limited to.”

15.11 TIME OF ESSENCE. TIME IS IMPORTANT TO BOTH SELLER AND PURCHASER IN THE PERFORMANCE OF THIS CONTRACT, AND BOTH PARTIES HAVE AGREED THAT STRICT COMPLIANCE IS REQUIRED AS TO ANY DATE SET OUT IN THIS CONTRACT.

15.12 Business Days. “Business Day” means any day on which business is generally transacted by banks in Harris County, Texas. If the final date of any period that is set out in any paragraph of this Contract falls upon a day which is not a Business Day, then, and in such event, the time of such period shall be extended to the next Business Day.

26

15.13 JURISDICTION; VENUE. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS CONTRACT, THE TRANSACTION CONTEMPLATED HEREBY, THE PROPERTY OR THE RELATIONSHIP OF PURCHASER AND SELLER HEREUNDER (THE “PROCEEDINGS”), EACH PARTY IRREVOCABLY (A) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE COUNTY OF NEW YORK, STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND (B) WAIVES ANY OBJECTION THAT IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDINGS BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT SUCH PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDINGS, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OR ANY EARLIER TERMINATION OF THIS CONTRACT.

15.14 WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH OR RELATED HERETO, OR ANY COURSE OR CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS TRANSACTION.

15.15 Survival/Merger. Except for the provisions of this Contract that are explicitly stated to survive the Closing or earlier termination of this Contract, (a) none of the terms of this Contract shall survive the Closing or earlier termination of this Contract, and (b) the delivery of the Purchase Price, the Deed and the other closing documents and the acceptance thereof shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Purchaser and Seller to be performed hereunder.

16. CONFIDENTIALITY.

Purchaser and Seller agree not to record this Contract in the real estate records and to hold all information related to this transaction in strict confidence and shall not disclose same to any person, except that (a) either party may disclose the same to directors, officers, employees and agents of each, as well as to consultants, banks or other third parties working with Seller or Purchaser in connection with the transaction (“Related Parties”) who need to know such information for the purpose of consummating this transaction and (b) Purchaser shall be entitled to make such disclosures as Purchaser’s legal counsel shall determine are advisable or required by law (by way of example and not limitation, 8K or other filings). This prohibition shall not be applicable to disclosure of information required by applicable law, rule or regulation. In no event shall either party disclose or reference in any public document the name of any direct or indirect owner of the other party, except that Purchaser may disclose (i) the name of Seller’s sole

27

member in the FIRPTA and (ii) the name “Crescent Real Estate” or a variation thereof in any public document except a press release not otherwise reasonably approved by Seller. Except as otherwise provided in this Section 16, any release to the public of information with respect to the matters set forth in this Contract shall be made only in the form reasonably approved by Purchaser and Seller and their respective counsel. This Section 16 shall not survive the Closing, other than the prohibition on disclosure of the names of Seller’s direct or indirect owners, subject to the limitations applicable thereto, which shall survive Closing indefinitely.

17. IRS REPORTING REQUIREMENTS.

For the purpose of complying with any information reporting requirements or other rules and regulations of the Internal Revenue Service (“IRS”) that are or may become applicable as a result of or in connection with the transaction contemplated by this Contract, including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and any final or successor version thereof (collectively the “IRS Reporting Requirements”), Seller and Purchaser hereby designate and appoint Title Company to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. Title Company hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Contract. Without limiting the responsibility and obligations of Title Company as the Reporting Person, Seller and Purchaser hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person, including, but not limited to, the requirement that Seller and Purchaser each retain an original counterpart of this Contract for at least four (4) years following the calendar year of the Closing.

18. OFFER.

This Contract shall constitute an offer from the first party to sign the Contract to the other party, which offer must be accepted, if at all, within three (3) Business Days after receipt of same. If Seller is the first party to sign the Contract, such offer may only be accepted by Purchaser depositing three (3) fully executed copies of the Contract with Title Company.

19. AUDIT COOPERATION.

Purchaser is a publicly-traded real estate investment trust and is subject to certain audit requirements with respect to property it acquires under applicable SEC rules and regulations. Seller shall reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit. In addition, if Seller’s accounting firm performs work to satisfy Purchaser’s audit requirements, Purchaser shall reimburse Seller for all out-of-pocket costs incurred by Seller in connection with such work. This Section 19 shall expressly survive the Closing for no more than seven (7) years.

28

20. POST-CLOSING ACCESS TO BOOK AND RECORDS.

After Closing, upon the reasonable request of Seller and with reasonable prior notice to Purchaser and during normal business hours, Purchaser shall provide Seller and Seller’s designated accountants and auditors with reasonable access to the books and records of the Property and all similar information relating to the period prior to the Closing Date, subject to such party’s executing a reasonable confidentiality agreement in favor of Purchaser, if so requested by Purchaser. The provisions of this Section 20 shall survive Closing for no more than seven (7) years.

21. OFAC.

Neither Purchaser nor Seller nor any of their respective officers, directors, shareholders, partners, members or affiliates is or will be an entity or person (a) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on September 24, 2001 (“EO13224”), (b) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf) (c) who commits, threatens to commit or supports “terrorism,” as that term is defined in EO3224, (d) is subject to sanctions of the United States government or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, EO13224 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or (e) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses (a) – (e) above are herein referred to as a “Prohibited Person”). Each of Purchaser and Seller covenants and agrees that neither it nor any of its respective officers, directors, shareholders, partners, members or affiliates (including without limitation indirect holders of equity interests in such party) shall (a) conduct any business, nor engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or (b) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. The provisions of this Section 21 shall survive Closing or termination of this Contract.

22. Exclusivity.

Seller will not market the Property or any portion thereof or interest therein from and after the Effective Date so long as this Contract remains in effect. Seller will refrain from soliciting or accepting any offers or engaging in any discussions concerning the sale, refinancing, or recapitalization of the Property or any portion thereof or interest therein with any third parties unless or until the Purchaser shall have terminated this Contract under Section 5.3 or 6.6 hereof.

29

23. 1031 Exchange.

Purchaser and Seller each acknowledge that either Seller or Purchaser may elect to structure this transaction as part of an overall transaction intended to be an exchange of like-kind properties (“Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations and proposed regulations thereunder. The parties hereby agree that if either party (the “Electing Party”) wishes to make such election, it must do so prior to Closing by delivering written notice to the other party (the “Non-Electing Party”) at least three (3) Business Days prior to Closing. The Non-Electing Party agrees to reasonably cooperate with the Electing Party in connection with the Exchange and shall at Closing consent in writing to the Electing Party’s transfer of its rights (but not its obligations) under this Contract to a “qualified intermediary,” but only on the condition that the following terms and conditions are satisfied:

(a) There shall be no liability to the Non-Electing Party, and the Non-Electing Party shall have no obligation to take title to any property in connection with the Exchange;

(b) The Electing Party shall in all events be responsible for all costs and expenses related to the Exchange and shall fully indemnify, defend and hold the Non-Electing Party harmless from and against any and all liability, claim, damages, expenses (including reasonable attorneys’ fees), proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to the Exchange that would not have been incurred by the Non-Electing Party if the transaction had occurred without structuring it as an Exchange;

(c) In no way shall the Closing be contingent upon or otherwise subject to the consummation of the Exchange, and the Electing Party shall not be relieved of its obligation to timely perform in accordance with the terms of this Contract notwithstanding any failure, for any reason, of the Exchange to be consummated;

(d) The Non-Electing Party shall have no responsibility or liability to any third party involved in the Exchange;

(e) The Non-Electing Party shall not be required to make any representations or warranties nor assume any obligations or liabilities, nor incur any liability whatsoever in connection with the Exchange;

(f) The Exchange shall not release the Electing Party from any representation, warranty, covenant or obligation of the Electing Party or diminish any right or remedy of the Non-Electing Party with respect to the Electing Party;

(g) The Exchange shall not adversely affect the Non-Electing Party in any respect or change any of the economic terms and conditions of the transaction with respect to the Non-Electing Party; and

(h) The Non-Electing Party shall not be responsible for compliance with or be deemed to have made any representation or warranty with respect to the Exchange or its compliance with applicable laws.

[Signature page follows]

30

SELLER:
CRESCENT CROWN GREENWAY PLAZA SPV LLC, a Delaware limited liability company
By:	/s/ Jason Anderson
Name:	Jason Anderson
Title:	Chief Operating Officer
CRESCENT CROWN SEVEN GREENWAY SPV LLC, a Delaware limited liability company
By:	/s/ Jason Anderson
Name:	Jason Anderson
Title:	Chief Operating Officer
CRESCENT CROWN NINE GREENWAY SPV LLC, a Delaware limited liability company
By:	/s/ Jason Anderson
Name:	Jason Anderson
Title:	Chief Operating Officer
CRESCENT CROWN EDLOE GARAGE SPV LLC, a Delaware limited liability company
By:	/s/ Jason Anderson
Name:	Jason Anderson
Title:	Chief Operating Officer
PURCHASER:
COUSINS PROPERTIES INCORPORATED, a Georgia corporation
By:	/s/ Colin Connolly
Name:	Colin Connolly
Title:	SVP & Chief Investment Officer

JOINDER OF GUARANTOR

To further induce Purchaser to enter into this Contract, MOON ACQUISITION HOLDINGS LLC, a Delaware limited liability company (“Guarantor”), has executed this Agreement solely to evidence its guarantee of, and Guarantor hereby unconditionally and irrevocably guarantees to Purchaser, the obligations of Seller under Section 7.3 of this Contract and the 777 Main Contract (the “Guarantied Obligations”). Guarantor acknowledges that it is an indirect owner of Seller, and it will receive substantial economic and other benefits from the execution and delivery of this Contract by Seller and the consummation of the transaction contemplated thereby. Guarantor’s liability with respect to the Guarantied Obligations shall be joint and several with Seller’s liability to Purchaser under the Contract, provided, however, that Guarantor shall have no other obligations under this Contract, the 777 Main Contract or under any other document executed in connection therewith other than with respect to the Guarantied Obligations. The obligations of Guarantor constitute a guaranty of payment and performance and not of collection and shall survive the Closing for the Claims Period and for thirty (30) days thereafter (and during the pendency of any claim timely asserted and any action timely pursued by Purchaser) with respect only to claims for which written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of the Claims Period and an action with respect to such claims shall have been commenced by Purchaser against Seller within thirty (30) day after the expiration of the Claims Period.

Guarantor covenants and agrees to maintain a net worth of no less than FIFTEEN MILLION DOLLARS ($15,000,000) for the Claims Period plus thirty (30) days thereafter (and during the pendency of any claim timely asserted and any action timely pursued by Purchaser) with respect only to claims for which written notice containing a description of the specific nature of such alleged breach shall have been given by Purchaser to Seller prior to the expiration of the Claims Period and an action with respect to such claims shall have been commenced by Purchaser against Seller within thirty (30) day after the expiration of the Claims Period.

Each of the capitalized term used in this Joinder of Guarantor but not otherwise defined herein shall have the meaning set forth for the same in the Purchase and Sale Contract (this “Contract”) to which this Joinder of Guarantor is annexed and made a part.

This Joinder of Guarantor shall be governed by and interpreted in accordance with the laws of the State of New York.

Date: July 19, 2013

MOON ACQUISITION HOLDINGS LLC,
a Delaware limited liability company
By:	/s/ Jason Anderson
Name:	Jason Anderson
Title:	Chief Operating Officer

JOINDER BY TITLE COMPANY

The undersigned, Angie Yarbrough, as agent for Fidelity Title Insurance Company (referred to in this Contract as “Title Company”), hereby acknowledges that it received this Contract executed by Seller and Purchaser on the 19th day of July, 2013, and accepts the obligations of Title Company as set forth herein. Title Company acknowledges that it received the Initial Deposit on the 21st day of July, 2013, and further that it will hold the Earnest Money in accordance with this Contract.

FIDELITY TITLE INSURANCE COMPANY
By:	/s/ Angie Yarbrough
Name:	Angie Yarbrough
Title:	Vice President

List of Exhibits and Schedules:

Exhibit A	-	Legal Description
Exhibit B	-	Operating Contracts
Exhibit C	-	Rent Roll
Exhibit D-1	-	Due and Payable Leasing Commissions
Exhibit D-2	-	Leasing Expenses
Exhibit E	-	[Intentionally Deleted]
Exhibit F	-	List of Leases
Exhibit G	-	Tenant Estoppel Certificate
Exhibit H	-	Special Warranty Deed
Exhibit I	-	Assignment of Landlord’s Interest in Leases
Exhibit J	-	Blanket Conveyance, Bill of Sale and Assignment
Exhibit K	-	Certificate of Nonforeign Status
Exhibit L	-	Notification Letter
Exhibit M	-	Seller’s Estoppel
Schedule 7.5.2	-	Purchaser’s Leasing Expense Obligations

EX-2.2

Exhibit 2.2

PURCHASE AND SALE CONTRACT

(777 MAIN)

1. PARTIES; RELATED AGREEMENT.

This Purchase and Sale Contract (“Contract”) is made as of July 19, 2013 (the “Effective Date”), by and between MS CRESCENT ONE SPV, LLC (“Seller”), and COUSINS PROPERTIES INCORPORATED, a Georgia corporation (“Purchaser”). Concurrently herewith, Purchaser and Crescent Crown Greenway Plaza SPV LLC, Crescent Crown Seven Greenway SPV LLC, Crescent Crown Nine Greenway SPV LLC and Crescent Crown Edloe Garage SPV LLC (collectively, “Greenway Seller”), which are affiliates of Seller, are entering into that certain Purchase and Sale Contract (Greenway Plaza) (the “Greenway Contract”) relating to the sale of Greenway Seller’s interest in the property commonly known as Greenway Plaza (more specifically, One Greenway Plaza, Two Greenway Plaza, Three Greenway Plaza, Four Greenway Plaza, Five Greenway Plaza, Seven Greenway Plaza (Central Plant), Eight Greenway Plaza, Nine Greenway Plaza, Eleven Greenway Plaza, Twelve Greenway Plaza, Thirteen Greenway (3755 Richmond), 3800 Buffalo Speedway, One Greenway Plaza Garage, Two Greenway Plaza Garage, Greenway East Garage, North Richmond Garage, Houston City Club/Houston Garage/Nine Greenway Garage, Edloe Street Garage, 3707 Richmond Ave. and The Shops at Greenway) (collectively, the “Greenway Property”). This Contract and the Greenway Contract are integrally related, and Seller would not be entering into this Contract unless Purchaser concurrently entered into the Greenway Contract with Greenway Seller.

2. PROPERTY.

On the terms and conditions stated in this Contract, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller all of the following described property (collectively, the “Property”):

2.1 Land and Leasehold Estate. (a) Fee simple title in and to all of those certain tracts of land situated in Fort Worth, Tarrant County, Texas, commonly known as 777 Main and more particularly described as Parcels 1, 2, 7 and 8 on Exhibit A attached hereto and incorporated herein by reference (collectively, the “Fee Property”), (b) Seller’s leasehold estate in and to all of those certain tracts of land described as Parcels 3, 4 and 9 in Exhibit A (collectively, the “Leasehold Estate”) and Seller’s rights and obligations under the Ground Leases (defined below), and (c) all of Seller’s right, title and interest appurtenant to such land, including, without limitation, all of Seller’s right, title and interest, if any, in and to (i) all minerals, oil, gas, and other hydrocarbon substances thereon or thereunder, (ii) all adjacent strips, streets, roads, alleys and rights-of-way, public or private, open or proposed pertaining thereto, (iii) all easements, privileges, and hereditaments pertaining thereto, whether or not of record, including those easements described as Parcels 5 and 6 on Exhibit A, and (iv) all access, air, water, riparian, development, and utility, and solar rights pertaining thereto (collectively, the “Land”).

2.2 Improvements. The office buildings and all other improvements and structures constructed on the Land (collectively, the “Improvements”). The Land and Improvements are referred to herein as the “Real Property”.

2.3 Personal Property. All of Seller’s right, title and interest, if any, in the following additional property (“Personal Property”):

2.3.1 Tangible Property.

(i) mechanical systems, fixtures and equipment comprising a part of or attached to or located upon the Improvements;

(ii) maintenance equipment and tools owned by Seller, located on the Land and used exclusively in connection with the Improvements;

(iii) site plans, surveys, plans and specifications, marketing materials and floor plans in Seller’s possession that relate exclusively to the Real Property;

(iv) pylons and other signs located on the Land; and

(v) furnishings, artwork, and other tangible property of every kind and character owned by Seller and located in or on the Real Property, but excluding iPads owned by Seller (collectively, the “Tangible Property”).

2.3.2 Lease Rights. Leases, licenses, occupancy agreements, and rental agreements with tenants occupying space in the Improvements, including all amendments, modifications, supplements, and renewals, and any guaranties or other security applicable thereto and all security deposits, advance rental, or like payments, if any, held by Seller in connection with such leases (collectively, the “Leases”).

2.3.3 Other Contract Rights. To the extent assignable or transferable, all contract rights (collectively, the “Contract Rights”) related to the Real Property, Tangible Property or Leases, including, without limitation, Seller’s interest in the following: management, maintenance, construction, commission, architectural, parking, telecommunication, supply or service contracts, warranties, guarantees and bonds and other agreements related to the Improvements, Personal Property or Leases that will remain in existence after Closing (collectively, the “Operating Contracts”).

2.3.4 Permits. To the extent assignable or transferable, all permits, licenses, certificates of occupancy and governmental approvals that relate to the Real Property, Personal Property, Leases, the Contract Rights or the Operating Contracts (collectively, the “Permits”).

2.3.5 Goodwill, Intangible Property, and Other Rights. Tradenames, trademarks, logos, and service marks used exclusively in connection with the Real Property (including, but not limited to, “777 Main”) and the domain name for any website used exclusively in connection with the Real Property, and any goodwill related to the Real Property, specifically excluding, however, (a) any rights to or goodwill related to the name “Crescent” or any derivative or form of such name or to any mark associated with such name or any derivative or form thereof; and (b) any software licensed to Seller (including software installed on Seller’s computers).

2

2.3.6 Pending Awards. Any pending or future award made with respect to condemnation of the Land or Improvements, any award or payment for damage to the Real Property or claim or cause of action for damage, injury or loss with respect to the ownership, maintenance and operation of the Real Property.

2.3.7 Other Rights. All other rights owned by Seller necessary to and used exclusively in connection with the ownership, maintenance or operation of the items set forth in Sections 2.1 through 2.3.6 above.

3. PURCHASE PRICE.

3.1 Payment. The purchase price (the “Purchase Price”) for the Property will be the sum of One Hundred Sixty Million Dollars ($160,000,000). Subject to adjustments and prorations provided for under this Contract, the Purchase Price will be payable by wire transfer, in immediately available funds, at the “Closing” (hereinafter defined). Purchaser expressly acknowledges and agrees that, to the extent Purchaser will require financing to close on this transaction, this Contract is not subject or conditioned in any way on Purchaser’s ability to obtain such financing; in addition, for the avoidance of doubt, all remedies for failure to satisfy obligations to close the transaction shall be solely governed by Section 4.5 and Section 10.

4. CONSIDERATION.

4.1 Initial Deposit. Within one (1) Business Day after the execution of this Contract by all parties hereto, Purchaser shall deposit by wire transfer of immediately available funds with Fidelity Title Insurance Company (the “Title Company”), as earnest money, the amount of Two Million One Hundred Thousand Dollars ($2,100,000) (the “Initial Deposit”). Notwithstanding anything in this Contract to the contrary, One Hundred Dollars ($100) of the Earnest Money is delivered to the Title Company for delivery by the Title Company to Seller as “Independent Contract Consideration” (herein so called), and the Initial Deposit is reduced by the amount of the Independent Contract Consideration, which amount has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Contract. The Title Company shall, immediately upon receipt, deliver the Independent Contract Consideration to Seller. The Independent Contract Consideration is in addition to and independent of all other consideration provided for in this Contract and is non-refundable in all events.

4.2 Second Deposit. If Purchaser does not exercise its right to terminate this Agreement in accordance with Section 6.6 on or before the Termination Date, then Purchaser shall, no later than 5:00 p.m. CT on the Termination Date, deposit by wire transfer of immediately available funds an additional sum of Two Million One Hundred Thousand Dollars ($2,100,000) (the “Second Deposit”) with Title Company, and the Initial Deposit and the Second Deposit, together with all interest earned thereon (so much thereof as have been deposited into escrow at the applicable time, collectively, the “Earnest Money”) shall become non-refundable to Purchaser, except to the extent otherwise provided in this Contract.

3

4.3 Further Application of Earnest Money. The Title Company shall, immediately upon receipt, deposit the Earnest Money (less the Independent Contract Consideration) in an interest-bearing account at Wells Fargo Bank, the earnings from which shall become part of the Earnest Money. However, the Title Company shall have no obligation to invest the deposit until a satisfactory IRS Form W-9 for the party for whom the funds are to be invested is provided to the Title Company. The Title Company shall not be liable for any loss caused by the failure, suspension, bankruptcy or dissolution of the depository. In the event that this transaction is consummated, all Earnest Money and interest thereon shall be applied in partial satisfaction of the Purchase Price. If, however, this transaction is not consummated, the Earnest Money (less the Independent Contract Consideration) shall be delivered to Seller or returned to Purchaser by the Title Company as elsewhere provided in this Contract.

4.4 Dispute as to Earnest Money. In the event of a dispute with respect to the right to receive the Earnest Money, the Title Company may decline to disburse funds or to deliver any instrument or otherwise continue to perform its escrow functions, except upon receipt of a mutual written agreement of the parties or upon an appropriate order of court. In the event of a dispute, the Title Company may at its option interplead the Earnest Money into a court of competent jurisdiction in Tarrant County, Texas. All attorneys’ fees and costs and Title Company’s costs and expenses incurred in connection with such interpleader will be assessed against the party that is not awarded the Earnest Money or, if the Earnest Money is distributed in part to both parties, then in the inverse proportion of such distribution.

4.5 Liquidated Damages. SELLER AND PURCHASER AGREE THAT, IF THE PURCHASE AND SALE OF THE PROPERTY IS NOT COMPLETED IN ACCORDANCE WITH THIS AGREEMENT AND THIS AGREEMENT TERMINATES AS A RESULT OF PURCHASER’S BREACH OF ITS OBLIGATION TO CONSUMMATE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS CONTRACT OR THE GREENWAY CONTRACT, THEN THE EARNEST MONEY SHALL BE PAID TO SELLER UPON TERMINATION OF THIS AGREEMENT, AND THE EARNEST MONEY SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY, OTHER THAN SELLER’S RIGHTS UNDER SECTIONS 6.5 AND 10.3 HEREOF. SELLER AND PURCHASER AGREE THAT, UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, ACTUAL DAMAGES MAY BE DIFFICULT TO ASCERTAIN AND THE EARNEST MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCURRED BY SELLER IF PURCHASER MATERIALLY DEFAULTS UNDER OR MATERIALLY BREACHES THIS AGREEMENT AND FAILS TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THIS AGREEMENT.

SELLER’S INITIALS:      PURCHASER’S INITIALS:     

5. TITLE AND SURVEY.

5.1 Title Commitment and Documents. Seller, at Seller’s sole cost and expense, has caused the following to be delivered or made available (in an electronic data room) to Purchaser:

(a) a current Commitment for Title Insurance (the “Title Commitment”) issued by the Title Company, setting forth the matters (the “Title Exceptions”) that the Title Company determines affect title to the Real Property;

4

(b) true, correct, and legible copies of all instruments that create or evidence Title Exceptions, including those described in Schedule B and Schedule C of the Title Commitment; and

(c) an existing survey of the Property in Seller’s possession (the “Survey”). Purchaser shall, at its sole cost and expense, contract directly with a surveyor for an update and any changes to the Survey deemed necessary or desirable by Purchaser.

The Title Commitment shall contain the express commitment of the Title Company to issue the Title Policy (as hereinafter defined) to Purchaser in the amount of the Purchase Price, insuring the title to the Real Property as is specified in the Title Commitment, with the standard printed exceptions.

5.2 Review of Title Commitment, Survey and Exception Documents. Purchaser will have until July 31, 2013 (the “Title Review Period”) in which to give written notice to Seller specifying Purchaser’s objections to the Title Commitment, Title Exceptions and Survey (“Title Objections”), if any.

5.3 Seller’s Obligation to Cure; Purchaser’s Right to Terminate. If Purchaser timely notifies Seller in writing of Title Objections, Seller will, within seven (7) days after Seller’s receipt of Purchaser’s notice (the “Title Cure Period”), notify Purchaser in writing that Seller will either satisfy the Title Objections at Seller’s sole cost and expense, or that Seller cannot or will not satisfy certain Title Objections at Seller’s expense. Failure by Seller to timely respond shall be deemed Seller’s decision not to cure any Title Objections. If Seller elects not to satisfy any of the Title Objections as set forth herein, Purchaser has the option, exercisable at any time prior to the Termination Date (hereinafter defined), of either (a) waiving the unsatisfied Title Objections, in which event the unsatisfied Title Objections shall become Permitted Exceptions, in which case Purchaser shall proceed to Closing without a reduction in the Purchase Price, or (b) terminating this Contract and the Greenway Contract and receiving back the Earnest Money (less the Independent Contract Consideration), in which latter event Seller and Purchaser shall have no further obligations, one to the other, with respect to the subject matter of this Contract, except for return of the Earnest Money (less the Independent Contract Consideration) and other provisions that survive this Contract by their terms. Notwithstanding anything to the contrary contained herein, Seller shall be obligated to cure and remove (or procure title insurance over, subject to prior written approval of Purchaser, in its sole discretion) all of the following classes of Title Objections (“Mandatory Cure Items”), if any: (i) the liens of any mortgage, trust deed or deed of trust evidencing an indebtedness owed by Seller; (ii) tax liens for delinquent ad valorem real estate taxes; (iii) mechanic’s liens caused by Seller or any of its affiliates, or any of their respective duly authorized employees or representatives (a “Seller Related Party”); (iv) judgment liens cause by any Seller Related Party; and (v) broker’s liens pursuant to any written agreement between the broker and any Seller Related Parties that is perfectible and enforceable under the laws of the State of Texas.

5

5.4 Permitted Exceptions. For purposes of this Contract the term “Permitted Exceptions” will mean all Title Exceptions to which Purchaser has not objected, and all Title Objections that Purchaser has waived or accepted, pursuant and subject to Section 5.3 above.

6. DUE DILIGENCE.

6.1 Items to be Delivered by Seller. Seller, at Seller’s sole cost and expense, has delivered or made available in an electronic data room to Purchaser for Purchaser’s review the following items:

6.1.1 Operating Contracts. True, correct, and complete copies of the Operating Contracts listed on Exhibit B attached hereto, including all modifications, supplements or amendments thereto.

6.1.2 Leases. True, correct, and complete copies of: (a) the Leases listed on the “Rent Roll” (herein so called) attached hereto as Exhibit C including all lease guaranties, estoppels and subordination, nondisturbance and attornment agreements in Seller’s possession affecting such Leases; and (b) the ground leases listed on Exhibit E attached hereto (collectively, the “Ground Leases”).

6.1.3 Tax Statements. Copies of the real estate and personal property tax statements covering the Property for the three (3) previous tax years and, if received by Seller, the valuation notice issued with respect to the Real Property for 2013.

6.2 Items Available to Purchaser. To the extent it has not already done so, Seller also shall make available to Purchaser promptly after the Effective Date in an electronic data room or at a physical location the following items in Seller’s possession, which may be reviewed and copied at Purchaser’s sole cost and expense:

6.2.1 Permits. Copies of all Permits.

6.2.2 Plans and Specifications. Copies of any surveys, site plans, subdivision plans and as-built plans and specifications for the Real Property.

6.2.3 Warranties. Copies of all unexpired warranties and guaranties covering the Tangible Property and the roof, elevators, heating and air conditioning system and any other component of the Improvements and third party bonds, warranties and guaranties that will be in effect after Closing with respect to the Property.

6.2.4 Utility Bills. Copies of all utility bills received during the last year of Seller’s ownership of the Property.

6.2.5 Income and Expense Statements. Copies of income and expense statements with respect to the Property, including capital expenditures, for 2010 through year-to-date 2013.

6.2.6 Operating Budgets. An operating budget for the Property, including projected capital expenditures, for 2013.

6

6.2.7 Files. Copies of all correspondence and working files maintained by the manager of the Property relating to the Property.

The items set forth above in Sections 6.1 and 6.2 are collectively referred to herein as the “Property Information.”

6.3 Inspection Period. During the period commencing with the Effective Date and ending on August 8, 2013 or such earlier date on which Purchaser shall provide written notice of its waiver of its right to terminate this Contract under Sections 5.3 and 6.6 and the Greenway Contract under Sections 5.3 and 6.6 thereof (the “Termination Date”), Purchaser shall have the option and right to conduct such investigations, inspections, audits, analyses, surveys, tests, examinations, studies, and appraisals of the Property and to examine all applicable books and records relating to the Property and its operation and maintenance, as Purchaser deems necessary or desirable, at Purchaser’s sole cost and expense, to determine if the Property is suitable for Purchaser’s purposes; provided, however, if Purchaser elects to terminate this Contract under Section 6.6, Purchaser shall promptly deliver to Seller a copy of every report of findings that is issued as a result of such activities (excluding only market studies or appraisals), and Purchaser shall cause the Property to be restored to its condition prior to any of Purchaser’s or its agents’ activities that alter the condition of the Property.

6.4 Access. To facilitate the due diligence contemplated in this Article 6, Seller shall provide Purchaser and Purchaser’s employees, agents, advisors, consultants, lenders and independent contractors (each, an “Authorized Party” and collectively, the “Authorized Parties”) access to the Property. Purchaser shall conduct any such physical inspections, tests, examinations, studies, and appraisals and shall minimize interference with Seller’s operations at the Property. Notwithstanding the foregoing, in the event Purchaser determines in its discretion that one or more Phase 2 environmental studies (collectively, the “Phase 2 Studies”) are needed with respect to some or all of the Property, such Phase 2 Studies shall not be conducted without Seller’s written consent. Purchaser may only enter upon the Property, provided (i) Purchaser notifies Seller (which notice may be oral or written) of Purchaser’s intent to inspect, test, survey or study a reasonable period of time prior to Purchaser’s entry, and (ii) if requested by Seller, Purchaser is accompanied by a representative of Seller. In conducting its due diligence, Purchaser agrees to carry, or to require its Authorized Parties who conduct the due diligence inspections at or on the Property to carry, not less than One Million Dollars ($1,000,000) comprehensive general liability insurance with a contractual liability endorsement that insures Purchaser’s indemnity obligations under Section 6.5 hereof, and Purchaser shall provide Seller with written evidence of same. Purchaser agrees to keep the Property free and clear of any liens that may arise as a result of Purchaser’s activities and those of its agents, consultants and contractors at or on the Property. All activities undertaken by Purchaser and the Authorized Parties in connection with Purchaser’s due diligence activities shall fully comply with applicable laws and regulations, including laws and regulations relating to worker safety.

6.5 Indemnity. PURCHASER AGREES TO INDEMNIFY, DEFEND AND HOLD SELLER, ITS AGENTS, PARTNERS, DIRECTORS, OFFICERS AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ANY LIENS, CLAIMS, OR DAMAGES INCLUDING, WITHOUT LIMITATION, ANY AND ALL DEMANDS, ACTIONS OR CAUSES OF ACTION, ASSESSMENTS, LOSSES, COSTS, LIABILITIES, INTEREST AND PENALTIES,

7

AND REASONABLE ATTORNEYS’ FEES SUFFERED OR INCURRED BY SELLER, ITS AGENTS AND REPRESENTATIVES AS A RESULT OF, ARISING OUT OF, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, PURCHASER OR THE AUTHORIZED PARTIES EXERCISING THE RIGHTS SET FORTH IN SECTIONS 6.3 AND 6.4 OR ARISING FROM PURCHASER OR THE AUTHORIZED PARTIES OTHERWISE ENTERING UPON THE PROPERTY, WHETHER ARISING WHOLLY OR IN PART FROM THE NEGLIGENCE OR STRICT LIABILITY OF SELLER OR ITS AGENTS OR REPRESENTATIVES (OTHER THAN ANY SUCH LOSS ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER OR ITS AGENTS OR REPRESENTATIVES). PURCHASER WILL, TO THE EXTENT PRACTICABLE AND AS DIRECTED BY SELLER, REPAIR OR CAUSE TO BE REPAIRED ANY DAMAGE CAUSED BY PURCHASER OR PURCHASER’S AGENTS OR REPRESENTATIVES IN THE CONDUCT OF THE REVIEW AND/OR INSPECTION CONTEMPLATED HEREUNDER. NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, THE INDEMNIFICATION AND OTHER OBLIGATIONS OF PURCHASER IN THIS SECTION 6.5 WILL SURVIVE THE TERMINATION OF THIS CONTRACT FOR ONE (1) YEAR. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE FOREGOING INDEMNITY SHALL NOT EXTEND TO ANY CLAIMS (INCLUDING, WITHOUT LIMITATIONS, CLAIMS THAT THE PROPERTY HAS DECLINED IN VALUE) ARISING FROM OR INCURRED IN CONNECTION WITH (A) THE MERE DISCOVERY BY PURCHASER OR THE AUTHORIZED PARTIES OF A PRE-EXISTING ENVIRONMENTAL OR PHYSICAL CONDITION AT THE PROPERTY, INCLUDING THROUGH THE RESULTS, FINDINGS, TESTS OR ANALYSES OF PURCHASER’S ENVIRONMENTAL OR OTHER PHYSICAL INVESTIGATION OF THE PROPERTY, OR (B) ANY DISCLOSURE OR NOTIFICATION THAT IS REQUIRED BY LAW AND IS GIVEN BY PURCHASER OR ANY OF ITS AUTHORIZED PARTIES TO ANY GOVERNMENTAL AGENCY OR OTHER PARTY (AS REQUIRED BY LAW) BASED UPON THE RESULTS, FINDINGS, TESTS OR ANALYSES OF PURCHASER’S ENVIRONMENTAL OR OTHER PHYSICAL INVESTIGATION OF THE PROPERTY.

6.6 Option to Terminate. If Purchaser is not satisfied, in Purchaser’s sole and absolute discretion, with the condition of the Property, or if Purchaser deems, in Purchaser’s sole and absolute discretion, the Property to be unsuitable for Purchaser’s purposes, or if for any other reason whatsoever in Purchaser’s sole and absolute discretion Purchaser elects not to proceed with the transaction contemplated by this Contract, then Purchaser may terminate this Contract by giving written notice to Seller on or before 5:00 p.m. CT on the Termination Date, in which case the Earnest Money (less the Independent Contract Consideration) shall be returned to Purchaser, and the parties will have no further obligations under this Contract, one to the other, except for return of the Earnest Money (less the Independent Contract Consideration) and any obligations that specifically survive termination of this Contract; provided, however, that Purchaser shall only be permitted to terminate this Contract under this Section 6.6 if Purchaser concurrently terminates the Greenway Contact under Section 6.6 thereof. If Purchaser fails to notify Seller in writing before 5:00 P.M. Fort Worth, Texas time of the Termination Date that Purchaser has elected to terminate this Contract and the Greenway Contract, then Purchaser shall be deemed to have elected not to terminate this Contract pursuant to this Section 6.6 or the Greenway Contract under Section 6.6 thereof.

8

6.7 Confidentiality of Property Information. Unless and until the Closing actually occurs, Purchaser, its agents, consultants and employees shall keep confidential all Property Information and all other reports and information received or completed by Purchaser in Purchaser’s independent factual, physical and legal examinations and inquiries of the Property, except that: (a) promptly after it delivers notice of termination under Section 6.6, Purchaser shall provide copies thereof to Seller; (b) Purchaser may disclose same to its consultants, attorneys, actual or prospective lenders and actual or prospective investors if Purchaser first obtains the agreement in writing of such consultants, attorneys, actual or prospective lenders and actual or prospective investors to keep such Property Information and all other reports and information regarding the Property or Seller confidential; and (c) Purchaser shall be entitled to make such disclosures as Purchaser’s legal counsel shall determine are advisable or required by law (by way of example and not limitation, 8K or other filings). Unless and until the Closing actually occurs, neither the contents nor the results of any test, report, analysis, opinion or other information shall be disclosed by Purchaser, its agents, consultants and employees without Seller’s prior written approval, unless and until Purchaser is legally required to make such disclosure, except to consultants, attorneys, actual or prospective lenders and actual or prospective investors. The provisions of this Section 6.7 shall survive the termination of this Contract.

7. WARRANTIES, REPRESENTATIONS AND COVENANTS.

7.1 Express Warranties. Seller makes the following warranties and representations to Purchaser:

7.1.1 Organization and Authority. Seller has been duly organized and is validly existing under the laws of the State of Delaware. Seller has the full right and authority, has taken all actions required by its organizational documents and applicable law, and has obtained all necessary consents to execute and deliver this Contract and to transfer all of the Property and to consummate or cause to be consummated the transaction contemplated by this Contract. The person or persons signing this Contract on behalf of Seller is authorized to do so. The execution and delivery of this Contract by Seller and the performance of Seller’s obligations under this Contract do not violate any judgment, order, injunction, decree, regulation or ruling of any court or governmental authority or conflict with, result in a breach of, or constitute a default under the organizational documents of Seller, any note or other indebtedness, any mortgage, deed of trust or indenture, or any Lease or other material agreement to which Seller is a party or by which Seller is bound.

7.1.2 Pending or Threatened Actions. Seller has not received written notice of any action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending, or to Seller’s knowledge threatened in writing against Seller that arises out of the ownership of or relates to the Property and that, if adversely determined, could individually or in the aggregate materially adversely affect the Property or materially interfere with the consummation of the transaction contemplated by this Contract.

7.1.3 Operating Contracts. The Operating Contracts listed on Exhibit B are all of the service agreements entered into by Seller and affecting the Property and, to Seller’s knowledge, there are no other such agreements otherwise binding upon Seller and affecting the Property. Seller has provided or made available to Purchaser true, correct, and complete copies of the Operating Contracts.

9

7.1.4 Lease Brokerage. All agreements with brokers entered into by Seller (or to Seller’s knowledge binding on Seller) providing for the payment from and after Closing by Seller or Seller’s successor-in-interest of leasing commissions or fees for procuring tenants with respect to the Property provide for market commission rates, except as disclosed in Exhibit D-1 hereto. Seller has provided or made available to Purchaser in an electronic data room true, correct, and complete copies of all agreements with brokers. There are no agreements with brokers entered into by Seller (or to Seller’s knowledge, binding on Seller) providing for leasing commissions or fees that are due and payable as of June 30, 2013, except as disclosed in Exhibit D-1 attached hereto.

7.1.5 Condemnation. Seller has received no written notice of any condemnation proceedings relating to the Property and to Seller’s knowledge there is not now pending or formally threatened in writing any condemnation proceeding against the Property or any portion thereof.

7.1.6 Litigation. Seller has not received written notice of any litigation that has been filed against Seller that remains pending and that arises out of the ownership of or relates to the Property and would materially adversely affect the Property or use or operation thereof, or Seller’s ability to perform hereunder, and to Seller’s knowledge, no such litigation has been threatened in writing.

7.1.7 Leases. The list of leases shown on Exhibit F reflects all of the Leases of space currently affecting the Property, and Seller has provided or made available to Purchaser true, correct, and complete copies thereof. To Seller’s knowledge, there are no other leases or occupancy arrangements or agreements affecting the Property.

7.1.8 Environmental. To Seller’s knowledge, it has not received any written notice that the Property is in violation of any law regulating hazardous waste, hazardous material, chemical waste or other toxic substances.

7.1.9 Tenant Deposits. Exhibit C sets forth all tenant deposits under the Leases (including those in the form of letters of credit, identified as such) held by or on behalf of Seller with respect to the Leases.

7.1.10 No Options; No Rights of First Refusal. Except as may be disclosed in the Title Commitment or the Title Exceptions, there is no agreement in force and effect whereby Seller has agreed to sell or grant any person or entity an option or right of first refusal or any other right to purchase all or any part of the Property.

7.1.11 Leasing Costs. There are no unpaid Leasing Expenses with respect to any Leases and none shall be due and payable by Purchaser after the Closing with respect to any Leases that are in effect as of the Closing Date other than (i) the Leasing Expenses disclosed on Exhibit D-2 and any other Leasing Expenses disclosed on Exhibit D-2 that arise after June 30, 2013 or by reason of any extension or renewal of any Lease, or any tenant’s exercising such

10

tenant’s rights to lease additional space, in either case from and after the date hereof and subject to Section 7.5.2, and (ii) any Leasing Expenses approved (or deemed approved) by Purchaser in connection with Purchaser’s approval (or deemed approval) of a New Lease Document (defined below) under Section 7.5.2 hereof.

7.1.12 Tax Proceedings. There are no pending or, to Seller’s knowledge threatened in writing, appeals or proceedings regarding the real estate or ad valorem taxes affecting the Property.

7.1.13 Violations. Except for violations listed on Schedule 7.1.13 and violations cured or remedied on or before the date hereof, Seller has not received any written notice from any governmental authority of any violation of any code, ordinance, law or regulation of any city, county, state, or federal government applicable to the Property that has not been cured.

7.1.14 Ground Lease. True, correct, and complete copies of the Ground Leases and all amendments thereto and modifications thereof have been provided or made available to Purchaser in the electronic data room. The Ground Leases are in full force and effect. Seller’s interest in the Ground Leases has not been assigned, pledged or encumbered in any manner, other than by Mandatory Cure Items that will be released at Closing.

7.2 Knowledge Defined. References to the “knowledge” of Seller shall refer only to the current actual knowledge of the Designated Employees (as hereinafter defined) of Seller, and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any affiliate of Seller, to any property manager, or to any other officer, agent, manager, representative or employee of Seller or any affiliate thereof or to impose upon such Designated Employees any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term “Designated Employees” shall refer to the following persons: Jason Anderson, Jim Wilson, Cris Baird, Josh Pirtle and Melissa Graham.

7.3 Survival of Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 7.1 hereof and in any Seller Estoppel (defined below) shall survive Closing for a period of nine (9) months (the “Claims Period”). No claim for a breach of any representation or warranty of Seller shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter that was known to Purchaser prior to Closing, including any information disclosed by any Estoppel Certificate (defined below) or any Ground Lessor Estoppel (defined below). Seller shall have no liability to Purchaser for a breach of any representation or warranty unless (a) the valid claims for all such breaches, together with any breaches by Greenway Seller under the Greenway Contract, collectively aggregate more than One Million Dollars ($1,000,000), in which event the full amount of such valid claims shall be actionable, up to the Cap (as defined in this Section), and (b) written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of the Claims Period and an action shall have been commenced by Purchaser against Seller prior to thirty (30) days following the expiration of the Claims Period. Purchaser agrees to use commercially reasonable efforts to first seek recovery under any insurance policies, Operating Contracts and Leases during the Claims Period prior to seeking recovery from Seller, and Seller shall not be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies, Operating Contracts or Leases; provided, for

11

avoidance of doubt, that if Purchaser is unable to satisfy its claim during the Claims Period from such other sources, Purchaser shall have the right to proceed against Seller in accordance with the preceding sentence. As used herein, the term “Cap” shall mean the total aggregate amount of Fifteen Million Dollars ($15,000,000) and shall include any claims Purchaser has against Greenway Seller under the Greenway Contract. This Section 7.3 shall survive Closing.

7.4 Purchaser’s Representations and Warranties. Purchaser represents to Seller that, as of the date hereof:

7.4.1 Organization. Purchaser is a corporation duly formed, validly existing and in good standing under the laws of the state of its formation and Purchaser (or its designee or assignee permitted under Section 14 hereof) is or will be by the Closing Date duly qualified to transact business in the State of Texas.

7.4.2 Authority. Purchaser has all the requisite power and authority, has taken all actions required by its organizational documents and applicable law and has obtained all necessary consents to execute and deliver this Contract. On or before the Termination Date, Purchaser shall have the power and authority to consummate the transactions contemplated in this Contract. The person or persons signing this Contract on behalf of Purchaser is authorized to do so.

7.5 Seller’s Covenants. Seller agrees that during the period from the Effective Date through the Closing Date, or earlier termination of this Contract, Seller shall perform the following covenants:

7.5.1 Seller shall use commercially reasonable efforts to continue to operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the date hereof.

7.5.2 A copy of any amendment, renewal, extension, termination, or expansion of an existing Lease or of any new Lease that Seller wishes to execute between the Effective Date and the date of Closing (“New Lease Documents”) shall be submitted to Purchaser prior to execution by Seller. Purchaser agrees to notify Seller in writing within five (5) Business Days after Purchaser’s receipt thereof of either its approval or disapproval of any New Lease Documents, including all Leasing Expenses (defined below) to be incurred in connection therewith. In the event Purchaser fails to notify Seller in writing of Purchaser’s approval or disapproval within the five (5) business day period set forth above, Purchaser shall be deemed to have approved such New Lease Document. At Closing, Purchaser shall (a) reimburse Seller for any tenant inducement costs, tenant improvement costs, tenant allowances, leasing commissions (whether paid to an in-house, affiliated or third party leasing agent or broker) or other expenses, including legal fees (collectively, “Leasing Expenses”), paid by Seller in connection with or pursuant to any New Lease Documents entered into on or after the Effective Date, and (b) assume all Leasing Expenses relating to such New Lease Documents not paid by Seller prior to the Closing Date. Seller shall be responsible for all outstanding Leasing Expenses due and payable as of the Closing Date related to all leases executed prior to the Effective Date (the “Existing Leasing Expense Obligations”), and to the extent such Existing Leasing Expense Obligations have not been paid by Seller as of Closing, Purchaser shall be entitled to a credit at

12

Closing in the amount of the unpaid portion of such Existing Leasing Expense Obligations, and Purchaser shall assume all such unpaid portion of the Existing Leasing Expense Obligations as and when they become due; provided, however, that none of the Leasing Expenses referenced in Schedule 7.5.2 shall be included as Existing Leasing Expense Obligations, Seller shall not be obligated to pay (nor shall Purchaser be entitled to any credit for) such Leasing Expenses, and Purchaser shall be liable for paying all such Leasing Expenses referenced on Schedule 7.5.2. In the event that Seller has funded any of the Leasing Expenses listed in Schedule 7.5.2 prior to Closing, Purchaser shall credit Seller for such amounts at Closing.

7.5.3 Seller shall not enter into, renew, extend, amend, or modify any Operating Contracts or other agreements affecting the Property (other than agreements that are terminable on no more than 30 days’ prior notice without penalty) without Purchaser’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed.

7.5.4 Seller shall promptly advise Purchaser of any written notice of litigation received by Seller that will materially and negatively affect the ownership or operation of the Property or Seller’s ability to perform its obligations under this Contract.

7.5.5 Seller shall not voluntarily encumber the Property, except as required by court order or as required by law.

7.5.6 Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser prior to the Closing Date “Estoppel Certificates” (herein so called), in substantially the form attached hereto as Exhibit G, executed by space tenants under all Leases, and “Ground Lessor Estoppels,” in substantially the form attached hereto as Exhibit O, executed by the ground lessors under the Ground Leases. It shall be a condition to Purchaser’s obligation to close that (a) Seller shall have delivered the Ground Lessor Estoppels with respect to all of the ground lessors under the Ground Leases and (b) Seller shall have delivered Estoppel Certificates for tenants who comprise seventy percent (70%) (the “Required Percentage”) of the total leased square footage of the Improvements. If Seller has not been able to obtain some or all of the Ground Lessor Estoppels by the Closing Date, despite having used its commercially reasonable efforts to do so, Seller shall have the right, at its sole option, to provide an estoppel certificate executed by Seller in the form of Exhibit P attached hereto (the “Seller Ground Lease Estoppel”) for the Ground Leases for which Seller has been unable to obtain Ground Lessor Estoppels. If Seller has not been able to obtain the Required Percentage of Estoppel Certificates by the Closing Date, despite having used its commercially reasonable efforts to do so, Seller shall have the right, at its sole option, to provide an estoppel certificate executed by Seller in the form of Exhibit M (the “Seller Estoppel”) for Leases covering a total square footage of space in the Improvements that, when added to the Estoppel Certificates received from tenants, total the Required Percentage; provided that if Seller has delivered Estoppel Certificates for tenants comprising less than sixty-five percent (65%) of the total leased square footage of the Improvements by the Closing Date, Purchaser shall have the right, in its sole discretion, to (a) postpone the Closing Date for up to thirty (30) days by giving Seller notice of such election, (b) accept a Seller Estoppel and proceed to Closing, or (c) terminate this Contract and the Greenway Contract pursuant to the immediately following sentence. Purchaser’s sole remedy for Seller’s failure to obtain the required Estoppel Certificates and the required Ground Lease Estoppels pursuant to this Section 7.5.6, having used its commercially reasonable efforts to do so, shall be

13

to terminate this Contract and the Greenway Contract and receive the Earnest Money (less the Independent Contract Consideration) from Seller; notwithstanding the foregoing, if Purchaser elects to accelerate the Closing Date pursuant to Section 9.1, Purchaser shall waive its rights to (a) postpone the Closing Date in order to receive the Required Percentage of Estoppel Certificates, (b) require Seller to deliver any Seller Estoppels, (c) require Seller to deliver any Seller Ground Lessor Estoppels, and (d) terminate this Contract and the Greenway Contract if Seller fails to obtain the Required Percentage of Estoppel Certificates and all of the Ground Lessor Estoppels pursuant to this Section 7.5.6, having used its commercially reasonable efforts to do so. If Seller provides one or more Seller Estoppels covering any Lease or Leases for which an Estoppel Certificate is subsequently delivered to Purchaser (a “Superseded Seller Estoppel”), effective upon Purchaser’s receipt of such Estoppel Certificate, Seller shall have no further liability under the applicable Superseded Seller Estoppel. Seller’s liability under any Seller Estoppel shall be subject to and limited by the provisions of Section 7.3 hereof. If Seller provides one or more Seller Ground Lease Estoppels covering any Ground Lease or Ground Leases for which a Ground Leasor Estoppel is subsequently delivered to Purchaser (a “Superseded Seller Ground Lease Estoppel”), effective upon Purchaser’s receipt of such Ground Lessor Estoppel Certificate, Seller shall have no further liability under the applicable Superseded Seller Ground Lease Estoppel. Seller’s liability under any Seller Ground Lease Estoppel shall be subject to and limited by the provisions of Section 7.3 hereof.

7.5.7 Seller shall continue to maintain All Risk Property insurance in the Property’s full replacement value with reputable insurance carriers licensed or authorized to do business in the state where the Property is located, with a minimum Best’s rating of A-VII.

7.6 Conditions to Purchaser’s Obligation to Purchase. Purchaser’s obligation to purchase is expressly conditioned upon each of the following:

7.6.1 Performance by Seller. Performance in all material respects of the obligations and covenants of, and deliveries required of, Seller hereunder, including Seller’s delivery obligations under Section 9.2.

7.6.2 Delivery of Title and Possession. Delivery at Closing of the Deed and possession of the Property.

7.6.3 Seller’s Representations. The representations and warranties by Seller set forth in Section 7.1 being true and correct in all material respects as of Closing.

7.6.4 Estoppel Certificates. Delivery of the Required Percentage of Estoppel Certificates and/or Seller Estoppels under Section 7.5.6, unless such right is waived under Section 7.5.6.

7.6.5 Ground Leasor Estoppels. Delivery of all of the Ground Lessor Estoppels and/or Seller Ground Lease Estoppels under Section 7.5.6, unless such right is waived under Section 7.5.6.

14

7.6.6 Greenway Plaza. Simultaneous and concurrent purchase and sale of the Greenway Property pursuant to the Greenway Contract (unless the Greenway Contract is terminated pursuant to Section 11.2 or 11.3 of the Greenway Contract).

7.7 Conditions to Seller’s Obligation to Sell. Seller’s obligation to sell is expressly conditioned upon each of the following:

7.7.1 Performance by Purchaser. Performance in all material respects of the obligations and covenants of, and deliveries required of, Purchaser hereunder, including Purchaser’s delivery obligations under Section 9.3.

7.7.2 Receipt of Purchase Price. Receipt of the Purchase Price, subject to adjustments and prorations under Section 9.5, at Closing in the manner herein provided.

7.7.3 Purchaser’s Representations. The representations and warranties by Purchaser set forth in Section 7.4 being true and correct in all material respects as of Closing.

7.7.4 Greenway Plaza. Simultaneous and concurrent purchase and sale of the Greenway Property pursuant to the Greenway Contract (unless the Greenway Contract is terminated pursuant to Section 11.2 or 11.3 of the Greenway Contract).

8. “AS IS” SALE.

(a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT OR THE DEED, PURCHASER AGREES TO ACCEPT TITLE TO THE PROPERTY ON AN “AS-IS-WHERE-IS AND WITH ALL FAULTS” BASIS.

(b) EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 7.1 OF THIS CONTRACT THAT SURVIVE THE CLOSING AND IN THE DEED (DEFINED BELOW) (“SELLER’S WARRANTIES”), SELLER HEREBY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO OR CONCERNING (i) THE NATURE AND CONDITION OF THE PROPERTY AND THE SUITABILITY THEREOF FOR ANY AND ALL ACTIVITIES AND USES PURCHASER MAY ELECT TO CONDUCT THEREON, (ii) THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR ANY OTHER MATTER RELATING IN ANY WAY TO THE PROPERTY, (iii) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER AUTHORITY OR BODY, OR (iv) THE EXISTENCE OF ANY TOXIC OR HAZARDOUS SUBSTANCE OR WASTE IN, ON, UNDER THE SURFACE OF OR ABOUT THE PROPERTY. EXCEPT FOR THE SELLER’S WARRANTIES, PURCHASER ACKNOWLEDGES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND THE PROPERTY INFORMATION, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND THE PROPERTY INFORMATION AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER, ITS COUNSEL OR BROKERS, OR ANY PARTNER, MEMBER, OFFICER,

15

DIRECTOR, PRINCIPAL, PARENT, SUBSIDIARY, AFFILIATE, EMPLOYEE, AGENT OR ATTORNEY OF SELLER, ITS COUNSEL OR BROKER OR ANY OTHER PARTY RELATED IN ANY WAY TO ANY OF THE FOREGOING (ALL OF WHICH PARTIES ARE HEREIN COLLECTIVELY CALLED THE “SELLER PARTIES”), AND PURCHASER ACCEPTS THE PROPERTY IN ITS PRESENT CONDITION. PURCHASER FURTHER ACKNOWLEDGES THAT THE INFORMATION PROVIDED AND TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND SELLER (A) HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND (B) HAS NOT MADE ANY EXPRESS OR IMPLIED, ORAL OR WRITTEN, REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION, EXCEPT FOR THE SELLER’S WARRANTIES. THE SALE OF THE REAL PROPERTY AND THE PROPERTY IS BEING SOLD AND CONVEYED HEREUNDER ON AN “AS IS WHERE IS WITH ALL FAULTS” BASIS, AND PURCHASER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, EXCEPT FOR THE SELLER’S WARRANTIES, NO SELLER PARTY HAS MADE OR DOES HEREBY MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, WHATSOEVER WITH RESPECT TO THE CONDITION OF THE PROPERTY, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY REGARDING CONDITION, HABITABILITY, SUITABILITY, QUALITY OF CONSTRUCTION, WORKMANSHIP, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND PURCHASER ACKNOWLEDGES THAT IT IS ENTERING INTO THIS CONTRACT WITHOUT RELYING UPON ANY ORAL STATEMENT OR REPRESENTATION MADE BY SELLER, ANY BROKER OR BY ANY OTHER PERSON, OTHER THAN THE SELLER’S WARRANTIES.

(c) EXCEPT FOR THE SELLER’S WARRANTIES, PURCHASER, FOR PURCHASER AND PURCHASER’S SUCCESSORS AND ASSIGNS, HEREBY RELEASES SELLER AND SELLER PARTIES, AND THEIR SUCCESSORS AND ASSIGNS FROM, AND WAIVES ALL CLAIMS AND LIABILITY, INCLUDING ENVIRONMENTAL LIABILITY (DEFINED BELOW), AGAINST SELLER AND SELLER PARTIES, AND THEIR SUCCESSORS AND ASSIGNS FOR OR ATTRIBUTABLE TO THE FOLLOWING:

(i) ANY AND ALL STATEMENTS OR OPINIONS HERETOFORE OR HEREAFTER MADE, OR INFORMATION FURNISHED, BY THEM TO PURCHASER OR ITS AGENTS OR REPRESENTATIVES, EXCEPT FOR SELLER’S WARRANTIES; AND

(ii) ANY STRUCTURAL, PHYSICAL OR ENVIRONMENTAL CONDITION AT THE PROPERTY, INCLUDING, WITHOUT LIMITATION, CLAIMS OR LIABILITIES RELATING TO THE PRESENCE, DISCOVERY OR REMOVAL OF ANY HAZARDOUS MATERIALS IN, AT, ABOUT OR UNDER THE PROPERTY, OR FOR, CONNECTED WITH OR ARISING OUT OF ANY AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON ENVIRONMENTAL LAW.

(d) As used herein “Environmental Law” means any international, federal, state, local or foreign statute, law, ordinance, regulation, rule, code, order, consent decree or judgment, in each case in existence as of the Closing Date, relating to pollution or protection of

16

the environment. As used herein “Environmental Liability” means any claim, demand, order, suit, obligation, liability, cost (including, without limitation, the cost of any investigation, testing, compliance or remedial action), consequential damages, loss or expense (including attorneys’ and consultants’ fees and expenses) arising out of, relating to or resulting from any Environmental Law or environmental, health or safety matter or condition, including natural resources, and related in any way to the Property or to this Contract or its subject matter, in each case, whether arising or incurred before, on or after the Closing Date. As used herein “Hazardous Materials” means (i) any petroleum, petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials or polychlorinated biphenyls or (ii) any chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under any Environmental Law.

(e) Purchaser acknowledges that neither Seller nor any Seller Party has made any representations or held out any inducements to Purchaser except for the Seller’s Warranties; and Seller hereby specifically disclaims any representation, oral or written, past, present or future, other than the Seller’s Warranties.

(f) Purchaser acknowledges that this Contract affords Purchaser the opportunity for investigations, examinations and inspections of the Property and all Property Information.

(g) The provisions of this Section 8 shall survive the termination of this Contract and the Closing.

9. CLOSING.

9.1 Closing Date. The consummation of this transaction and the transactions contemplated under the Greenway Contract (the “Closing”) will take place through escrow at the offices of the Title Company, or at such other location upon which Seller and Purchaser mutually agree, before 11:00 a.m. Central time on September 9, 2013 (the “Closing Date”), unless Seller and Purchaser mutually agree, in their sole discretion, to an earlier or later date; provided, however that Purchaser shall have the right to move Closing (including the Closing under the Greenway Contract) to an earlier date by notifying Seller of such election in writing no less than ten (10) days prior to such earlier date. The Closing shall occur simultaneously with the closing of the sale of the Greenway Property to Purchaser under the Greenway Contract.

9.2 Seller’s Obligations at the Closing. At the Closing, Seller shall do, or cause to be done, the following:

9.2.1 Documents. Seller shall execute, acknowledge (if necessary), and deliver into escrow the following documents:

9.2.1.1. (a) One (1) original Special Warranty Deed in the form and substance of Exhibit H executed by Seller with respect to the portion of the Real Property owned by Seller (collectively, the “Deed”); and (b) two (2) counterpart original Assignments and Assumption of Ground Lease for each of the Ground Leases, substantially in the form of Exhibit N (the “Ground Lease Assignments”) executed by Seller;

17

9.2.1.2. Two (2) counterpart original Assignments of Landlord’s Interest in Leases in the form and substance of Exhibit I (the “Assignment of Leases”) executed by Seller;

9.2.1.3. One (1) counterpart original Blanket Conveyance, Bill of Sale, and Assignment in the form and substance of Exhibit J (the “Bill of Sale”);

9.2.1.4. One (1) original Certificate of Non-Foreign Status in the form and substance of Exhibit K (the “FIRPTA”) executed by the sole member of Seller;

9.2.1.5. One (1) counterpart original Notification of change of ownership in the form and substance of Exhibit L (the “Notification Letter”) executed by Seller;

9.2.1.6. Evidence of termination, at Seller’s sole cost, of the property management and leasing agreements for the Property;

9.2.1.7. A customary owner’s affidavit reasonably required by the Title Company; and

9.2.1.8. One (1) counterpart original of a settlement statement.

9.2.2 Title Policy. Seller shall direct the Title Company to issue to Purchaser a standard Form T-1 Texas Policy of Owner’s Title Insurance (the “Title Policy”), in the amount of the Purchase Price, and insuring that Purchaser has (a) good and indefeasible fee simple title to the Fee Property and (b) a valid leasehold interest in the Leasehold Estate, subject only to the Permitted Exceptions and the standard printed exceptions modified as follows:

9.2.2.1. The exception as to the lien for taxes will be limited to the year 2013 for taxes not yet due and payable; and

9.2.2.2. Any exception for “parties in possession” shall, at Purchaser’s cost, be limited to the rights of lessees or tenants in possession.

9.2.3 Original Documents. Seller shall deliver to Purchaser at the Property originals that are in Seller’s possession of all items enumerated in Section 6.1 and 6.2 of this Contract.

9.2.4 Possession. Seller shall deliver possession of the Property, subject to the Leases and Permitted Exceptions.

9.2.5 Additional Documents. Seller shall execute and deliver or obtain for delivery to the Title Company any other instruments reasonably necessary to consummate the sale of the Property pursuant to this Contract, including, by way of example, closing statements and evidence of the authority of the party or parties executing instruments on behalf of Seller.

9.2.6 Costs. Seller shall pay all costs allocated to Seller pursuant to Section 9.5 of this Contract.

18

9.3 Purchaser’s Obligations at the Closing. At the Closing, Purchaser shall do, or cause to be done, the following:

9.3.1 Payment of Consideration. Purchaser shall timely pay to Seller the Purchase Price, as adjusted in accordance with the provisions of this Contract.

9.3.2 Closing Documents. Purchaser shall execute and deliver into escrow the following documents:

9.3.2.1. Two (2) counterpart originals of: each of the Assignments of Ground Lease and the Assignment of Leases, each executed by Purchaser;

9.3.2.2. One (1) counterpart original of a settlement statement; and

9.3.2.3. One (1) counterpart original of each Notification Letter executed by Purchaser.

9.3.3 Additional Documents. Purchaser shall execute and deliver or obtain for delivery to the Title Company any instruments reasonably necessary to consummate the sale of the Property pursuant to this Contract, including, by way of example, closing statements and evidence of the authority of the party or parties executing instruments on behalf of Purchaser.

9.3.4 Costs. Purchaser will pay all costs allocated to Purchaser pursuant to Section 9.5 of this Contract.

9.4 Procedure. Seller and Purchaser shall cause the following to occur at the Closing on the Closing Date:

9.4.1 Upon Seller’s receipt of the Purchase Price for the Property, subject to the adjustments and prorations set forth herein, in cash in immediately available funds, the Deed and each Ground Lease Assignment shall be recorded in the Real Property Records of Tarrant County, Texas.

9.4.2 Title Company shall date as of the Closing Date and deliver to Purchaser (i) a fully executed original Assignment of Leases; (ii) the original Bill of Sale; (iii) the original FIRPTA; (iv) the original Notification Letter; and (v) any additional documents that Title Company may reasonably require for the proper consummation of the transaction contemplated by this Contract.

9.4.3 Title Company shall date as of the Closing Date and deliver to Seller (i) a fully executed original Assignment of Leases; (ii) a fully executed counterpart original of each Ground Lease Assignment; and (iii) any additional documents that Title Company may reasonably require for the proper consummation of the transaction contemplated by this Contract.

9.4.4 The Title Company shall issue the Title Policy to Purchaser.

19

9.5 Costs and Adjustments at Closing.

9.5.1 Expenses. Seller shall pay for the title examination fees and the basic Title Policy premium, and one-half of the escrow fees charged by the Title Company. Purchaser shall pay for any costs incurred to update or revise the Survey, the cost of any endorsements to the Title Policy and any premiums in excess of the base premium, all recording fees, all expenses incurred in connection with Purchaser’s due diligence investigations, and one-half of the escrow fees charged by the Title Company. Seller and Purchaser shall be responsible for the fees and expenses of their respective attorneys.

9.5.2 Real Estate Taxes. Real estate taxes and general and special assessments on the Property for the 2013 calendar year shall be prorated between Seller and Purchaser as of 11:59 p.m. on the day preceding the Closing Date. If the amount of such taxes is not known at Closing, the proration of such real estate taxes and assessments shall be based on the amount of such taxes and assessments for the previous real estate tax fiscal period. As soon as the actual amount of real estate taxes on the Property for the year of Closing is known, Seller and Purchaser shall, if necessary, readjust the amount of such taxes to be paid by each party with the result that Seller shall be responsible for those taxes applicable to the Property up to but not including the Closing Date, and Purchaser shall pay the taxes and shall be responsible for those taxes and assessments applicable to the Property on and after the date of Closing. Seller reserves the right to pursue any existing challenge to ad valorem taxes or assessments and shall be entitled to any refund or reduction of taxes attributable to any time period prior to Closing. The provisions of this Section 9.5.2 shall survive the Closing.

9.5.3 Rents. All rents, additional rents and other sums payable under the Leases shall, to the extent actually collected prior to Closing, be prorated as of 11:59 p.m. on the day preceding the Closing Date. All rents, percentage rents, operating expenses, common area charges, real estate taxes and other costs or charges paid by tenants under the Leases after the Closing shall be applied to such charges in their order of accrual until applied in full. Any amounts that are to be applied to periods prior to Closing shall be delivered by Purchaser to Seller within thirty (30) days after receipt, net of any reasonable costs incurred by Purchaser in collecting such amounts (including, without limitation, reasonable, outside attorneys’ fees). Purchaser shall have no obligation to institute any litigation to collect delinquent rents or other amounts owed to Seller, except that Purchaser shall use commercially reasonable efforts to obtain same. Seller shall not exercise any right to collect such amounts until, in Seller’s reasonable judgment and in no event sooner than six (6) months thereafter, Seller has determined that Purchaser’s efforts will not result in collection thereof, in which event Seller may institute suit for collection. The provisions of this Section 9.5.3 shall survive Closing.

9.5.4 Security Deposits and Utility Deposits. Purchaser shall be entitled to a credit against the Purchase Price in the amount of any cash security deposits held by Seller pursuant to the Leases. With respect to any tenant security deposit in the form of a letter of credit, including any amendments (the “Letter of Credit”), Seller agrees to deliver to Purchaser at Closing the original Letter of Credit and the necessary transfer forms for the transfer thereof to Seller. After Closing, to the extent any such Letter of Credit is not transferable, Seller shall use its good faith efforts to have the Letter of Credit re-issued in the name of Purchaser and have the Letter of Credit in Seller’s name terminated. Purchaser agrees that it shall be responsible for the

20

transfer fees imposed by the issuing banks in connection with the transfer of any Letters of Credit from Seller to Purchaser, unless the applicable Tenant is responsible for such fees. Purchaser and Seller shall cooperate to accomplish the transfer of such Letters of Credit as soon as practicable after Closing. Until any such Letter of Credit is transferred, Seller shall cooperate with Purchaser in making any draws thereon that Purchaser is entitled to make under the terms of the applicable Lease, provided that Purchaser agrees to indemnify, defend and hold harmless Seller for any liability imposed on Seller as the result of Seller’s cooperation. Seller shall be entitled to retain all utility deposits to the extent all payments to such utilities are current. Seller shall cooperate with Purchaser, at Purchaser’s cost, with respect to the transfer of utilities.

9.5.5 Capital Improvements. The Purchase Price is based on the assumption that Seller will have made One Million Five Hundred Ninety-One Thousand Three Hundred Fifty-One Dollars ($1,591,351) in capital expenditures to the Property by the scheduled Closing Date, September 9, 2013 (the “Cap Ex Closing Threshold”), as part of the total capital expenditures for the Property, and in no event shall Seller incur costs in excess of the Cap Ex Closing Threshold without receiving Purchaser’s written consent. In the event that Seller has not expended an amount equal to the Cap Ex Closing Threshold on capital expenditures consistent with Seller’s capital expenditure program prior to the Closing Date, Purchaser shall be entitled to receive a credit against the Purchase Price in an amount equal to the deficit between the actual capital expenditures made by Seller as of the Closing Date and the Cap Ex Closing Threshold. In the event that Seller has funded capital expenditures consistent with Seller’s capital expenditure program in excess of the Cap Ex Closing Threshold prior to the Closing Date, the Purchaser shall reimburse Seller at Closing for any excess between the amounts actually expended by Seller and the Cap Ex Closing Threshold. If the Closing Date occurs on a date other than September 9, 2013 (if agreed to by Seller and Purchaser in their sole discretion), then the Cap Ex Closing Threshold shall be reduced by Five Thousand Nine Hundred Seventy-Five and 33/100 Dollars ($5,975.33) for each day that the Closing occurs prior to September 9, 2013 and increased by Five Thousand Nine Hundred Seventy-Five and 33/100 Dollars ($5,975.33) for each day that the Closing occurs after September 9, 2013. At least five (5) Business Days prior to Closing, Seller shall deliver to Purchaser a statement of the total capital expenditures consistent with Seller’s capital expenditure program made by Seller through such date, for planning purposes, and Seller shall deliver a final statement to Purchaser one (1) Business Day prior to Closing.

9.5.6 Other Income and Expenses. Except as otherwise expressly stated herein, all other income and ordinary operating expenses for or pertaining to the Property, including, but not limited to, public utility charges, maintenance charges and service charges, will be prorated as of 11:59 p.m. on the day preceding the Closing Date.

9.5.7 Adjustment. To the extent that errors are discovered in, or additional information becomes available (including from year-end reconciliations of tenant pass-through expenses) with respect to, the prorations and allocations made at Closing, Seller and Purchaser agree to make such post-Closing adjustments as may be necessary to correct any inaccuracy; however, all prorations (except for prorations and allocations of ad valorem taxes and tenant reimbursables and for prorations or allocations that have been specifically identified as disputed and are then currently in dispute) shall be final within one hundred eighty (180) days after Closing. Purchaser shall be responsible for performing the year-end tenant pass-through expense reconciliations in accordance with the terms of the Leases.

21

9.6 Escrow Instructions. Upon execution of this Contract, the parties hereto shall deposit an executed counterpart of this Contract with the Title Company, and this Contract shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated hereby. Seller and Purchaser agree to execute such reasonable additional and supplementary escrow instructions as may be appropriate to enable the Title Company to comply with the terms of this Contract; provided, however, that in the event of any conflict between the provisions of this Contract and any supplementary escrow instructions, the terms of this Contract shall control.

10. REMEDIES.

10.1 Default by Seller. Except as specifically provided elsewhere in the Contract, in the event that Seller fails to consummate the transaction contemplated by this Contract or the Greenway Contract or if Seller breaches its obligation to perform any of Seller’s other material obligations hereunder or thereunder either prior to or at the Closing and such failure or breach results from any reason other than the termination of this Contract and the Greenway Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or the Greenway Contract, as applicable, or Purchaser’s failure to perform Purchaser’s obligations under this Contract and/or the Greenway Contract, as applicable, Purchaser may as its only remedies: (a) terminate this Contract and the Greenway Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser shall be entitled to a return of the Earnest Money (as defined herein and in the Greenway Contract) (less the Independent Contract Consideration) and interest thereon free and clear of any claims by Seller or any other party, plus a reimbursement of Purchaser’s reasonably incurred third-party, out-of-pocket costs incurred in connection with Purchaser’s negotiation of this Contract and the Greenway Contract and its due diligence investigations in connection therewith, not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) total under this Contract and the Greenway Contract; or (b) (exercisable by Purchaser only from and after the Termination Date, on the assumption that Purchaser has not duly terminated this Contract on or before the Termination Date under Section 6.6 hereof) enforce specific performance of Seller’s duties and obligations under this Contract and the Greenway Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances not affirmatively placed on the Property (or the Greenway Property, as applicable) by Seller or require Seller to perform any covenant except as otherwise required under this Contract. In the event the Purchaser fails to file an action for specific performance of this Contract and the Greenway Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (a) above and shall be deemed to have waived its right to enforce specific performance of this Contract and the Greenway Contract. Purchaser must exercise the same remedy (either termination or specific performance, as provided above) under this Contract and the Greenway Contract. Purchaser’s remedies after Closing are limited solely to the remedies provided and to the extent set forth in Sections 7 and 8 above. Notwithstanding the foregoing, Seller and Purchaser hereby agree that on or prior to the Termination Date, Purchaser shall not be entitled to pursue or enforce specific performance of Seller’s duties and obligations under this Contract or the Greenway Contract or to enforce any other remedies at law or equity, other than termination of this Contract and the Greenway Contract as provided in clause (a) above or the liquidated damages payment provided in the following sentence. In lieu of the right to enforce specific performance, and only from the Effective Date until the Termination Date, in the event

22

of a default by Seller that would otherwise have entitled Purchaser to pursue or enforce specific performance of Seller’s duties and obligations under this Contract and the Greenway Contract, Purchaser shall be entitled to a liquidated damages payment equal to Thirty Million Dollars ($30,000,000) in total under this Section 10.1 and under Section 10.1 of the Greenway Contract.

10.2 Default by Purchaser. In the event that Purchaser breaches (a) its obligations under Section 4.1 or 4.2, or (b) its obligation to consummate the purchase of the Property pursuant to this Contract or the Greenway Contract, then Seller, as Seller’s sole and exclusive remedy, shall have the right to terminate this Contract and the Greenway Contract by giving written notice thereof to Purchaser prior to or at the Closing, whereupon neither party thereto will have any further rights or obligations hereunder, except (i) that Title Company shall pay to Seller as liquidated damages the Earnest Money (as defined herein and in the Greenway Contract) (to the extent received by the Title Company, in the event of a breach by Purchaser under Section 4.1 or 4.2) free of any claims by Purchaser or any other person with respect thereto (and Purchaser hereby authorizes Title Company to do so), and (ii) for provisions that survive Closing by their terms. It is agreed that the amount to which Seller is entitled under this Section 10.2 is a reasonable forecast of just compensation for the harm that would be caused by Purchaser’s breach and that the harm that would be caused by such breach is one that is incapable or very difficult of accurate estimation. The indemnifications and other specific obligations of Purchaser elsewhere contained in this Contract are separate from and independent of this Section 10.2.

10.3 Fees. In the event either party to this Contract commences legal action of any kind to enforce the terms and conditions of this Contract, the prevailing party in such litigation shall be entitled to collect from the other party all costs, expenses and attorneys’ fees incurred in connection with such action.

10.4 Survival. This Section 10 shall survive Closing or earlier termination of this Contract.

11. RISK OF LOSS, DESTRUCTION, AND CONDEMNATION.

11.1 Risk of Loss. Risk of loss for damage to the Property, or any part thereof, by fire or other casualty from the Effective Date through the Closing Date shall be on Seller. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.

11.2 Casualty.

11.2.1 Major Damage. If, prior to Closing, the Property, or any portion thereof, is damaged by fire, or any other cause of whatsoever nature, Seller shall promptly give Purchaser written notice of such damage. If the cost for repairing such damage, as determined by an insurance adjuster reasonably acceptable to Seller and Purchaser, exceeds Eleven Million Two Hundred Fifty Thousand Dollars ($11,250,000), Purchaser shall have the option, exercisable by written notice delivered to Seller within twenty (20) days of Seller’s notice of damage to Purchaser, either (a) to require Seller to convey the Property to Purchaser, in its damaged condition, and to assign to Purchaser all of Seller’s right, title and interest in and to any claims Seller may have under the property insurance policies covering the Property (and Seller shall pay

23

or credit against the Purchase Price any deductible to Purchaser), in which event Seller shall have no further liability or obligation to repair or replace the Property, or (b) to terminate this Contract, but not the Greenway Contract. If Purchaser elects to terminate this Contract, the Earnest Money (less the Independent Contract Consideration) shall be returned to Purchaser, and thereafter neither party hereto shall have any further duties or obligations hereunder except under provisions that survive Closing by their terms. Notwithstanding anything to the contrary set forth in this Contract, Purchaser shall not have the right to terminate the Greenway Contract solely as a result of Purchaser terminating this Contract under this Section 11.2.1.

11.2.2 Minor Damage. If the cost for repairing such damage, as determined by an insurance adjuster reasonably acceptable to Seller and Purchaser, shall not exceed Eleven Million Two Hundred Fifty Thousand Dollars ($11,250,000), Purchaser shall be obligated to purchase the Property on the Closing Date in its damaged condition, in which case Seller shall assign to Purchaser all of Seller’s right, title and interest in and to any claims Seller may have under the property insurance policies covering the Property (and Seller shall pay or credit against the Purchase Price any deductible to Purchaser), less the cost of any repairs made by Seller to restore damage to the Property prior to the Closing Date.

11.3 Condemnation. If during the pendency of this Contract and prior to Closing, condemnation proceedings are commenced with respect to all or any material portion of the Property, Purchaser may, at Purchaser’s election, terminate this Contract, but not the Greenway Contract, by written notice to Seller within ten (10) days after Purchaser has been notified of the commencement of condemnation proceedings. In the event of such termination, the Earnest Money (less the Independent Contract Consideration) shall be promptly refunded to Purchaser and, thereafter, neither party shall have any further duties or obligations hereunder except under provisions that survive Closing by their terms. If Purchaser does not exercise such right to terminate this Contract within the period prescribed, then Seller shall transfer to Purchaser Seller’s right to appear and to defend Seller’s interests in the Property in such condemnation proceedings, and any award in condemnation shall become the property of Purchaser; provided, however, the Closing shall not be delayed by reason of any such proceedings. Notwithstanding anything to the contrary set forth in this Contract, Purchaser shall not have the right to terminate the Greenway Contract solely as a result of Purchaser terminating this Contract under this Section 11.3.

12. REAL ESTATE COMMISSIONS AND FEES.

Seller represents and warrants to Purchaser that Seller has not contacted or entered into any written agreement with any real estate broker, agent, finder, or any party in connection with this transaction, except for Holliday Fenoglio Fowler (“Broker”). Seller shall be solely responsible for the payment of Broker’s commission in accordance with the provisions of a separate agreement between Seller and Broker. Purchaser hereby represents and warrants to Seller that Purchaser has not contracted or entered into any agreement with any real estate broker, agent, finder, or any party in connection with this transaction. Each party hereby indemnifies and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense (including, without limitation, reasonable attorneys’ fees) paid or incurred by the other party by reason of a breach of the representation and warranty made by such party under this Section 12. Notwithstanding anything to the contrary contained herein, the indemnities set forth in this Section 12 shall survive the Closing.

24

13. NOTICES.

13.1 Written Notice. All notices, demands and requests that may be given or which are required to be given by either party to the other party under this Contract must be in writing.

13.2 Method of Transmittal. All notices, demands and requests required to be in writing must be sent by United States certified or registered mail, postage fully prepaid, return receipt requested, or by Federal Express or a similar nationally recognized overnight courier service, or by facsimile with a confirmation copy delivered by a nationally recognized overnight courier service. Notice shall be considered effective on the earlier to occur of actual receipt or twenty-four (24) hours after depositing same with the overnight courier service.

13.3 Addresses. The addresses for proper notice under this Contract are as follows:

Seller:	c/o Crescent Real Estate Equities Limited Partnership 777 Main Street, Suite 2000 Fort Worth, Texas 76102 Attn: Jason Anderson and C. Robert “Cris” Baird, Esq. Facsimile: (817) 321-2002
With a copy to:	MS Crescent One SPV, LLC 745 Seventh Avenue New York, New York 10019 Attn: CRAG
And to:	Pillsbury Winthrop Shaw Pittman LLP 909 Fannin, Suite 2000 Houston, Texas 77010 Attn: Laura E. Hannusch, Esq. Facsimile: (281) 582-6304
Purchaser:	Cousins Properties Incorporated 191 Peachtree Street, NE Suite 500 Atlanta, Georgia 30303 Attn: Colin Connolly and Pamela F. Roper, Esq. Facsimile: (404) 407-1999 and (404) 407-1641

25

With a copy to: King & Spalding LLP 1180 Peachtree Street, NE Atlanta, Georgia 30309 Attn: Timothy J. Goodwin, Esq. Facsimile: (404) 572-5131

Either party may from time to time by written notice designate a different address to the other party.

14. ASSIGNMENT.

Neither party will have the right to assign this Contract without the consent of the other party, which may be given or withheld in its sole discretion. Notwithstanding the foregoing, Purchaser shall have the right to assign its rights under this Contract to a wholly owned subsidiary, provided that (a) Purchaser shall notify Seller of any such assignment on or prior to three (3) Business Days before Closing, (b) Purchaser will remain liable for its duties and obligations under this Contract, (c) the assignee shall be bound by all of the terms and conditions of this Contract, including Sections 7.4 and 21, which shall be deemed to be made by the assignee as of the effective date of such assignment, and (d) any such assignee and any assignee under the Greenway Contract shall be treated as a single “purchaser” for Purposes of all provisions in this contract that also impact the Greenway Contract (such as termination rights, damage claims under Section 7.3, etc.).

15. INTERPRETATIVE.

15.1 Entire Agreement. This Contract, together with the Greenway Contract, embodies and constitutes the entire understanding between the parties with respect to the transaction contemplated hereby, and all prior agreements, understandings, representations and statements, oral or written, are merged into this Contract. Neither this Contract nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. No waiver by either party hereto of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

15.2 Gender and Number. Words of any gender used in this Contract will be construed to include any other gender and words in the singular number shall be construed to include the plural, and vice versa, unless the context requires otherwise.

15.3 Captions. The captions used in connection with the Articles, Sections and Subsections of this Contract are for convenience only and shall not be deemed to expand or limit the meaning of the language of this Contract.

15.4 Successors and Assigns. This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.

26

15.5 Multiple Counterparts. This Contract may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.

15.6 CONTROLLING LAW. THIS CONTRACT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAW OF ANOTHER STATE.

15.7 Exhibits. All exhibits, attachments, annexed instruments and addenda referred to herein shall be considered a part hereof for all purposes with the same force and effect as if copied verbatim herein.

15.8 No Rule of Construction: Seller and Purchaser have each been represented by counsel in the negotiations and preparation of this Contract; therefore, this Contract shall be deemed to be drafted by both Seller and Purchaser, and no rule of construction shall be invoked respecting the authorship of this Contract.

15.9 Severability. All agreements and covenants contained in this Contract are severable. In the event any agreement or covenant is held to be invalid by any court, this Contract shall be interpreted as if such invalid agreement or covenant were not contained herein.

15.10 Construction of Certain Words. “Any” shall be construed as “any and all.” “Including” shall be construed as “including but not limited to.”

15.11 TIME OF ESSENCE. TIME IS IMPORTANT TO BOTH SELLER AND PURCHASER IN THE PERFORMANCE OF THIS CONTRACT, AND BOTH PARTIES HAVE AGREED THAT STRICT COMPLIANCE IS REQUIRED AS TO ANY DATE SET OUT IN THIS CONTRACT.

15.12 Business Days. “Business Day” means any day on which business is generally transacted by banks in Harris County, Texas. If the final date of any period that is set out in any paragraph of this Contract falls upon a day which is not a Business Day, then, and in such event, the time of such period shall be extended to the next Business Day.

15.13 JURISDICTION; VENUE. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS CONTRACT, THE TRANSACTION CONTEMPLATED HEREBY, THE PROPERTY OR THE RELATIONSHIP OF PURCHASER AND SELLER HEREUNDER (THE “PROCEEDINGS”), EACH PARTY IRREVOCABLY (A) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE COUNTY OF NEW YORK, STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND (B) WAIVES ANY OBJECTION THAT IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDINGS BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT SUCH PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDINGS, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OR ANY EARLIER TERMINATION OF THIS CONTRACT.

27

15.14 WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH OR RELATED HERETO, OR ANY COURSE OR CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS TRANSACTION.

15.15 Survival/Merger. Except for the provisions of this Contract that are explicitly stated to survive the Closing or earlier termination of this Contract, (a) none of the terms of this Contract shall survive the Closing or earlier termination of this Contract, and (b) the delivery of the Purchase Price, the Deed and the other closing documents and the acceptance thereof shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Purchaser and Seller to be performed hereunder.

16. CONFIDENTIALITY.

Purchaser and Seller agree not to record this Contract in the real estate records and to hold all information related to this transaction in strict confidence and shall not disclose same to any person, except that (a) either party may disclose the same to directors, officers, employees and agents of each, as well as to consultants, banks or other third parties working with Seller or Purchaser in connection with the transaction (“Related Parties”) who need to know such information for the purpose of consummating this transaction and (b) Purchaser shall be entitled to make such disclosures as Purchaser’s legal counsel shall determine are advisable or required by law (by way of example and not limitation, 8K or other filings). This prohibition shall not be applicable to disclosure of information required by applicable law, rule or regulation. In no event shall either party disclose or reference in any public document the name of any direct or indirect owner of the other party, except that Purchaser may disclose (i) the name of Seller’s sole member in the FIRPTA or other Seller entities or affiliates that are expressly referenced in this Contract and (ii) the name “Crescent Real Estate” or a variation thereof in any public document except a press release not otherwise reasonably approved by Seller. Except as otherwise provided in this Section 16, any release to the public of information with respect to the matters set forth in this Contract shall be made only in the form reasonably approved by Purchaser and Seller and their respective counsel. This Section 16 shall not survive the Closing, other than the prohibition on disclosure of the names of Seller’s direct or indirect owners, subject to the limitations applicable thereto, which shall survive Closing indefinitely.

17. IRS REPORTING REQUIREMENTS.

For the purpose of complying with any information reporting requirements or other rules and regulations of the Internal Revenue Service (“IRS”) that are or may become applicable as a result of or in connection with the transaction contemplated by this Contract, including, but not limited to, any requirements set forth in proposed Income Tax Regulation Section 1.6045-4 and

28

any final or successor version thereof (collectively the “IRS Reporting Requirements”), Seller and Purchaser hereby designate and appoint Title Company to act as the “Reporting Person” (as that term is defined in the IRS Reporting Requirements) to be responsible for complying with any IRS Reporting Requirements. Title Company hereby acknowledges and accepts such designation and appointment and agrees to fully comply with any IRS Reporting Requirements that are or may become applicable as a result of or in connection with the transaction contemplated by this Contract. Without limiting the responsibility and obligations of Title Company as the Reporting Person, Seller and Purchaser hereby agree to comply with any provisions of the IRS Reporting Requirements that are not identified therein as the responsibility of the Reporting Person, including, but not limited to, the requirement that Seller and Purchaser each retain an original counterpart of this Contract for at least four (4) years following the calendar year of the Closing.

18. OFFER.

This Contract shall constitute an offer from the first party to sign the Contract to the other party, which offer must be accepted, if at all, within three (3) Business Days after receipt of same. If Seller is the first party to sign the Contract, such offer may only be accepted by Purchaser depositing three (3) fully executed copies of the Contract with Title Company.

19. AUDIT COOPERATION.

Purchaser is a publicly-traded real estate investment trust and is subject to certain audit requirements with respect to property it acquires under applicable SEC rules and regulations. Seller shall reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit. In addition, if Seller’s accounting firm performs work to satisfy Purchaser’s audit requirements, Purchaser shall reimburse Seller for all out-of-pocket costs incurred by Seller in connection with such work. This Section 19 shall expressly survive the Closing for no more than seven (7) years.

20. POST-CLOSING ACCESS TO BOOK AND RECORDS.

After Closing, upon the reasonable request of Seller and with reasonable prior notice to Purchaser and during normal business hours, Purchaser shall provide Seller and Seller’s designated accountants and auditors with reasonable access to the books and records of the Property and all similar information relating to the period prior to the Closing Date, subject to such party’s executing a reasonable confidentiality agreement in favor of Purchaser, if so requested by Purchaser. The provisions of this Section 20 shall survive Closing for no more than seven (7) years.

21. OFAC.

Neither Purchaser nor Seller nor any of their respective officers, directors, shareholders, partners, members or affiliates is or will be an entity or person (a) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on September 24, 2001 (“EO13224”), (b) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and

29

Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf) (c) who commits, threatens to commit or supports “terrorism,” as that term is defined in EO3224, (d) is subject to sanctions of the United States government or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, EO13224 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or (e) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses (a) – (e) above are herein referred to as a “Prohibited Person”). Each of Purchaser and Seller covenants and agrees that neither it nor any of its respective officers, directors, shareholders, partners, members or affiliates (including without limitation indirect holders of equity interests in such party) shall (a) conduct any business, nor engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or (b) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. The provisions of this Section 21 shall survive Closing or termination of this Contract.

22. Exclusivity.

Seller will not market the Property or any portion thereof or interest therein from and after the Effective Date so long as this Contract remains in effect. Seller will refrain from soliciting or accepting any offers or engaging in any discussions concerning the sale, refinancing, or recapitalization of the Property or any portion thereof or interest therein with any third parties unless or until the Purchaser shall have terminated this Contract under Section 5.3 or 6.6 hereof.

23. 1031 Exchange.

Purchaser and Seller each acknowledge that either Seller or Purchaser may elect to structure this transaction as part of an overall transaction intended to be an exchange of like-kind properties (“Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations and proposed regulations thereunder. The parties hereby agree that if either party (the “Electing Party”) wishes to make such election, it must do so prior to Closing by delivering written notice to the other party (the “Non-Electing Party”) at least three (3) Business Days prior to Closing. The Non-Electing Party agrees to reasonably cooperate with the Electing Party in connection with the Exchange and shall at Closing consent in writing to the Electing Party’s transfer of its rights (but not its obligations) under this Contract to a “qualified intermediary,” but only on the condition that the following terms and conditions are satisfied:

(a) There shall be no liability to the Non-Electing Party, and the Non-Electing Party shall have no obligation to take title to any property in connection with the Exchange;

(b) The Electing Party shall in all events be responsible for all costs and expenses related to the Exchange and shall fully indemnify, defend and hold the Non-Electing Party harmless from and against any and all liability, claim, damages, expenses (including reasonable attorneys’ fees), proceedings and causes of action of any kind or nature whatsoever arising out of, connected with or in any manner related to the Exchange that would not have been incurred by the Non-Electing Party if the transaction had occurred without structuring it as an Exchange;

30

(c) In no way shall the Closing be contingent upon or otherwise subject to the consummation of the Exchange, and the Electing Party shall not be relieved of its obligation to timely perform in accordance with the terms of this Contract notwithstanding any failure, for any reason, of the Exchange to be consummated;

(d) The Non-Electing Party shall have no responsibility or liability to any third party involved in the Exchange;

(e) The Non-Electing Party shall not be required to make any representations or warranties nor assume any obligations or liabilities, nor incur any liability whatsoever in connection with the Exchange;

(f) The Exchange shall not release the Electing Party from any representation, warranty, covenant or obligation of the Electing Party or diminish any right or remedy of the Non-Electing Party with respect to the Electing Party;

(g) The Exchange shall not adversely affect the Non-Electing Party in any respect or change any of the economic terms and conditions of the transaction with respect to the Non-Electing Party; and

(h) The Non-Electing Party shall not be responsible for compliance with or be deemed to have made any representation or warranty with respect to the Exchange or its compliance with applicable laws.

[Signature page follows]

31

SELLER:
MS CRESCENT ONE SPV, LLC, a Delaware limited liability company
By:	/s/ Jason Anderson
Name:	Jason Anderson
Title:	Chief Operating Officer
PURCHASER:
COUSINS PROPERTIES INCORPORATED, a
Georgia corporation
By:	/s/ Colin Connolly
Name:	Colin Connolly
Title:	SVP & Chief Investment Officer

JOINDER OF GUARANTOR

To further induce Purchaser to enter into this Contract, MOON ACQUISITION HOLDINGS LLC, a Delaware limited liability company (“Guarantor”), has executed this Agreement solely to evidence its guarantee of, and Guarantor hereby unconditionally and irrevocably guarantees to Purchaser, the obligations of Seller under Section 7.3 of this Contract and the Greenway Contract (the “Guarantied Obligations”). Guarantor acknowledges that it is an indirect owner of Seller, and it will receive substantial economic and other benefits from the execution and delivery of this Contract by Seller and the consummation of the transaction contemplated thereby. Guarantor’s liability with respect to the Guarantied Obligations shall be joint and several with Seller’s liability to Purchaser under the Contract, provided, however, that Guarantor shall have no other obligations under this Contract, the Greenway Contract or under any other document executed in connection therewith other than with respect to the Guarantied Obligations. The obligations of Guarantor constitute a guaranty of payment and performance and not of collection and shall survive the Closing for the Claim Period and for thirty (30) days thereafter (and during the pendency of any claim timely asserted and any action timely pursued by Purchaser) with respect only to claims for which written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of the Claims Period and an action with respect to such claims shall have been commenced by Purchaser against Seller within thirty (30) day after the expiration of the Claims Period.

Each of the capitalized term used in this Joinder of Guarantor but not otherwise defined herein shall have the meaning set forth for the same in the Purchase and Sale Contract (this “Contract”) to which this Joinder of Guarantor is annexed and made a part.

Guarantor covenants and agrees to maintain a net worth of no less than FIFTEEN MILLION DOLLARS ($15,000,000) for the Claims Period plus thirty (30) days thereafter (and during the pendency of any claim timely asserted and any action timely pursued by Purchaser) with respect only to claims for which written notice containing a description of the specific nature of such alleged breach shall have been given by Purchaser to Seller prior to the expiration of the Claims Period and an action with respect to such claims shall have been commenced by Purchaser against Seller within thirty (30) day after the expiration of the Claims Period.

This Joinder of Guarantor shall be governed by and interpreted in accordance with the laws of the State of New York.

Date: July 19, 2013

MOON ACQUISITION HOLDINGS LLC,
a Delaware limited liability company
By:	/s/ Jason Anderson
Name:	Jason Anderson
Title:	Chief Operating Officer

JOINDER BY TITLE COMPANY

The undersigned, Angie Yarbrough, as agent for Fidelity Title Insurance Company (referred to in this Contract as “Title Company”), hereby acknowledges that it received this Contract executed by Seller and Purchaser on the 19th day of July, 2013, and accepts the obligations of Title Company as set forth herein. Title Company acknowledges that it received the Initial Deposit on the 21st day of July, 2013, and further that it will hold the Earnest Money in accordance with this Contract.

FIDELITY TITLE INSURANCE COMPANY
By:	/s/ Angie Yarbrough
Name:	Angie Yarbrough
Title:	Vice President

List of Exhibits and Schedules:

Exhibit A	-	Legal Description
Exhibit B	-	Operating Contracts
Exhibit C	-	Rent Roll
Exhibit D-1	-	Due and Payable Leasing Commissions
Exhibit D-2	-	Leasing Expenses
Exhibit E	-	Description of Ground Leases
Exhibit F	-	List of Leases
Exhibit G	-	Tenant Estoppel Certificate
Exhibit H	-	Special Warranty Deed
Exhibit I	-	Assignment of Landlord’s Interest in Leases
Exhibit J	-	Blanket Conveyance, Bill of Sale and Assignment
Exhibit K	-	Certificate of Nonforeign Status
Exhibit L	-	Notification Letter
Exhibit M	-	Seller’s Estoppel
Exhibit N	-	Assignment of Lessee’s Interest in Ground Lease
Exhibit O	-	Ground Lessor Estoppel
Exhibit P	-	Seller Ground Lease Estoppel
Schedule 7.1.13	-	Disclosed Violations
Schedule 7.5.2	-	Purchaser’s Leasing Expense Obligations

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in Registration Statement on Form S-8 (Nos. 333-127917, 033-41927, 033-56787, 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) and Registration Statement on Form S-3 (Nos. 033-60350, 333-48841, 333-46676 and 333-187636) of Cousins Properties Incorporated of our report dated July 29, 2013 relating to the combined statement of revenues and certain operating expenses of the Greenway Plaza and 777 Main office properties, which appears in this Current Report on Form 8-K of Cousins Properties Incorporated dated July 29, 2013.

/s/ PricewaterhouseCoopers LLP

Dallas, Texas

July 29, 2013

EX-99.1

Exhibit 99.1

News Release

CONTACT:

Cameron Golden

Vice President of Investor Relations and Corporate Communications

(404) 407-1984

camerongolden@cousinsproperties.com

website address: www.cousinsproperties.com

COUSINS PROPERTIES ANNOUNCES TRANSFORMATIVE

ACQUISITION OF 5.3 MILLION SQUARE FOOT TEXAS OFFICE

PORTFOLIO FOR $1.1 BILLION

Accelerates Earnings Call to July 30 at 8 a.m. ET

ATLANTA — (July 29, 2013) — Cousins Properties Incorporated (NYSE: CUZ) has signed a definitive agreement to acquire Greenway Plaza, a 10-building, 4.4 million-square-foot office portfolio in Houston, and 777 Main Street, a 980,000-square-foot Class-A office tower in Fort Worth, Texas, for a total purchase price of approximately $1.1 billion in cash from a joint venture operated by Crescent Real Estate Holdings LLC. The Company expects to fund the transaction on a leverage neutral basis through proceeds from a common stock issuance, as well as the anticipated sale of non-core assets and mortgage financing. The acquisition is anticipated to close by mid-September 2013.

“Greenway Plaza and 777 Main Street are an excellent fit with our portfolio as they are high-quality urban properties with embedded NOI growth and future development potential,” said Larry Gellerstedt, President and Chief Executive Officer of Cousins. “Not only do we expect this transaction to be transformative and accretive, it immediately expands our Texas platform and provides substantial geographic diversification at a significant discount to replacement cost.”

Highlights of Greenway Plaza (Houston):

• High-profile, 10-building office complex comprising 4.4 million square feet

• Centrally located between Houston’s CBD and Galleria submarkets

• 92 percent occupancy with in-place rents well below market

• Long-term new development and re-development opportunities

Highlights of 777 Main Street (Fort Worth):

• 40-story, Class-A office tower comprising 980,000 square feet

• Located in Fort Worth’s CBD in close proximity to Sundance Square

• 72 percent projected year-end occupancy

• Significant lease-up potential

A detailed overview of the transaction can be found on Cousins’ website: www.cousinsproperties.com.

JP Morgan Securities, LLC served as the Company’s exclusive financial advisor on the acquisition.

-MORE-

CUZ Announces Transformative Acquisition of 5.3 Million Square Foot Texas Office Portfolio

for $1.1 Billion

Page 2

July 29, 2013

Second Quarter Earnings Conference Call Moved to July 30

The Company will conduct a conference call at 8:00 a.m. (Eastern Time) on Tuesday, July 30, 2013, to discuss the Company’s results for the second quarter ended June 30, 2013 and the portfolio transaction. The number to call for this interactive teleconference is (212) 231-2917. A replay of the conference call will be available for 14 days by dialing (402) 977-9140 and entering the passcode 21669478. The replay can be accessed on the Company’s website, www.cousinsproperties.com, through the “Q2 2013 Cousins Properties Incorporated Earnings Conference Call” link on the Investor Relations page.

About Cousins Properties

Cousins Properties Incorporated is a fully integrated, self-administered and self-managed real estate investment trust (REIT). The Company, based in Atlanta, GA, primarily invests in Class-A office towers located in high growth Sunbelt markets, with a focus on Georgia, Texas and North Carolina.

Certain matters discussed in this press release are forward-looking statements within the meaning of the federal securities laws and are subject to uncertainties and risk and actual results may differ materially from projections, including matters related to the consummation of the acquisition, the financing of the acquisition, and the effects of acquisition, including its impact on accretion and leverage. Readers should carefully review the Company’s financial statements and notes thereto, as well as the risk factors described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and other documents the Company files from time to time with the Securities and Exchange Commission. Such forward-looking statements are based on current expectations and speak as of the date of such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.

-END-

EX-99.2

Exhibit 99.2

Independent Auditor’s Report

To the Members of

Crescent Real Estate Holdings LLC

We have audited the accompanying combined statement of revenues and certain operating expenses of the Greenway Plaza and 777 Main office properties (the “Buildings”) for the year ended December 31, 2012.

Management’s Responsibility for the Combined Statement of Revenues and Certain Operating Expenses

Management is responsible for the preparation and fair presentation of the combined statement of revenues and certain operating expenses 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 the combined statement of revenues and certain operating expenses that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the combined statement of revenues and certain operating expenses 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 combined statement of revenues and certain operating expenses is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined statement of revenues and certain operating expenses. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the combined statement of revenues and certain operating expenses, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to Crescent’s preparation and fair presentation of the combined statement of revenues and certain operating expenses 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 Crescent’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 combined statement of revenues and certain operating expenses. 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 combined statement of revenues and certain operating expenses referred to above presents fairly, in all material respects, the revenues and 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.

Emphasis of Matter

We draw attention to Note 2 to the accompanying combined statement of revenues and certain operating expenses, which describes that the accompanying combined statement of revenues and certain operating expenses of the Buildings was prepared for the purpose of complying with the rules of the Securities and Exchange Commission and is not intended to be a complete presentation of the Buildings’ revenues and expenses. Our opinion is not modified with respect to this matter.

/s/ PricewaterhouseCoopers LLP

Dallas, Texas

July 29, 2013

1

Greenway Plaza and 777 Main

Combined Statement of Revenues and Certain Operating Expenses

(dollars in thousands)

	(Unaudited) 6 Months Ended June 30, 2013		Year Ended December 31, 2012
Revenues:
Office rent	$	43,868	$	85,752
Recoveries		17,108		26,848
Other income		10,405		23,588
Total revenues		71,381		136,188
Certain operating expenses:
Property operating and maintenance		19,068		39,517
Real estate taxes and insurance		10,819		18,375
Management fees		2,018		3,899
Total certain operating expenses		31,905		61,791
Revenues in excess of certain operating expenses	$	39,476	$	74,397

The accompanying notes are an integral part of the combined statement of revenues and certain operating expenses.

2

Greenway Plaza and 777 Main

Notes to Combined Statement of Revenues and Certain Operating Expenses

For the six months ended June 30, 2013 (Unaudited) and the year ended December 31, 2012

1. Description of Real Estate Property Acquired

On July 19, 2013, certain subsidiaries of Crescent Real Estate Holdings LLC (“Crescent”), entered into purchase and sale contracts with Cousins Properties Incorporated (“Cousins”), to acquire the Greenway Plaza and 777 Main office properties and related parking garages (the “Buildings”). Greenway Plaza is a complex of 10 Class A office buildings consisting of approximately 4.3 million square feet (unaudited), located in Houston, Texas; 777 Main is a Class A office building consisting of approximately 1.0 million square feet (unaudited), located in Ft. Worth, Texas. Total consideration for the acquisition is approximately $1.1 billion, of which approximately $950 million relates to the purchase of Greenway Plaza and approximately $160 million relates to the purchase of 777 Main.

References to the “Company” refer to Crescent Real Estate Holdings LLC and certain of its other direct and indirect subsidiaries.

2. Basis of Accounting

The accompanying combined statement of revenues and 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 under the Securities Act of 1933, as amended 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 combined statement of revenues and certain operating expenses excludes certain historical expenses that are not directly related to the proposed future operations of the Buildings such as certain ancillary income, amortization, depreciation, interest, Texas margin tax, expenses related to certain ground leases and corporate expenses. Therefore, the amounts reported in the accompanying statement may not be comparable to the results 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.

The accompanying combined statement of revenues and certain operating expenses of the Buildings have been presented on a combined basis as the Buildings were under common management and ownership during the periods presented.

The accompanying combined interim statement of revenues and certain operating expenses for the six months ended June 30, 2013 is unaudited. In the opinion of Crescent, the unaudited interim financial information includes all adjustments necessary to present fairly the combined revenues and certain operating expenses for such period. The reported results are not necessarily indicative of the results that may be expected for the full year.

3. Significant Accounting Policies

Revenue

Revenues are comprised primarily of office rent (including amortization of deferred rent), tenant reimbursement of operating expenses (recoveries), parking revenue, and other ancillary revenue. As a lessor, the Company has retained substantially all of the risks and benefits of ownership of the Buildings and accounts for its leases with its tenants as operating leases. Income on leases, which includes scheduled increases in rental rates during the lease term and/or abated rent payments for various periods following the tenant’s lease commencement date, is recognized on a straight-line basis over the terms of the respective leases when collectability is reasonable assured. A deferred rent receivable is recognized, representing the excess of rental revenue recognized on a straight-line basis over cash received pursuant to the applicable lease provisions, net of

3

Greenway Plaza and 777 Main

Notes to Combined Statement of Revenues and Certain Operating Expenses

For the six months ended June 30, 2013 (Unaudited) and the year ended December 31, 2012

amounts that may become uncollectible in the future. The adjustment to this receivable, reflected in the “Office rent” line item in the combined statement of revenues and certain operating expenses, increased rental revenue by approximately $3.2 million (unaudited) and $6.3 million for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively.

Building leases generally provide for the reimbursement of operating expenses, or in certain cases increases in operating expenses above a base year amount, payable to the Company in equal installments throughout the year based on estimated operating expenses, and are recorded as revenue. Any differences between the estimated operating expenses and actual amounts incurred are adjusted at year end. No significant adjustments were required as of June 30, 2013 (unaudited).

Lease termination fee revenue, included in the “Other income” line item in the combined statement of revenues and certain operating expenses, is generally recognized on a straight line basis over the remaining lease term pursuant to the lease termination agreement with the tenant. If the Company and the tenant have continuing relationships or the Company has any remaining obligations to the tenant, the recognition of lease termination fee revenue is dependent upon the terms of the termination agreement.

Use of Estimates

The preparation of combined 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 certain operating expenses during the reporting period. Actual results could differ from those estimates.

4. Leasing Concentrations

As of June 30, 2013, two tenants leased approximately 15% (unaudited) and 7% (unaudited) of the Buildings’ net rentable square footage, respectively, contributing approximately 15% (unaudited) and 8% (unaudited) of office rent and recoveries, excluding amortization of deferred rent, for the six months ended June 30, 2013, respectively. As of December 31, 2012, these tenants leased approximately 15% and 7% of the Buildings’ net rentable square footage, respectively, contributing approximately 13% and 10% of office rent and recoveries, excluding amortization of deferred rent, for the year ended December 31, 2012, respectively.

5. Rental Revenue Under Operating Leases

Refer to Note 3, Significant Accounting Policies, for a description of the Company’s policy for revenue under operating leases. Future minimum rental revenue for non-cancelable operating leases (base rents) excluding tenant reimbursements of operating expenses as of December 31, 2012 are as follows (in thousands):

	Year Ended December 31,
2013	$	78,212
2014		74,667
2015		70,989
2016		67,339
2017		37,568
Thereafter		142,323
Total	$	471,098

4

Greenway Plaza and 777 Main

Notes to Combined Statement of Revenues and Certain Operating Expenses

For the six months ended June 30, 2013 (Unaudited) and the year ended December 31, 2012

During the six months ended June 30, 2013, the Company signed approximately 1.2 million (unaudited) square feet of operating leases with a weighted average minimum rental rate of approximately $22.03 (unaudited) per square foot and a weighted average term of approximately 8.5 (unaudited) years.

6. Commitments, Contingencies and Litigation

Capital Expenditures

In the ordinary course of business, certain commitments exist for capital expenditures pursuant to tenant leases.

Environmental Matters

All of the Buildings have been subject to Phase I environmental assessments; such assessments have not revealed, nor is the Company’s management aware of, any environmental liabilities that management believes would have a material adverse effect on operations.

Several of the Buildings contain asbestos. For one of the Greenway Plaza Buildings, the Company estimated the fair value of the conditional asset retirement obligation and recorded a liability totaling approximately $0.3 million as of December 31, 2012; the obligation was abated as of June 30, 2013. For the remainder of the Buildings, the Company estimated the fair value of the conditional asset retirement obligation was not significant and accordingly has not been reflected in the accompanying financial statement.

Litigation

The Company 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. The Company’s management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company 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 Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses 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 Company discloses the nature and estimate of the possible loss of the litigation. The Company 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. There is no material litigation, nor to the Company’s knowledge, any material litigation currently threatened against Crescent related to the Buildings.

7. Related-Party Transactions

Management Agreements

The Buildings pay an affiliate of Crescent to manage the Buildings pursuant to certain Management Agreements in an amount generally equal to 3% to 4% of gross rental receipts collected.

5

Greenway Plaza and 777 Main

Notes to Combined Statement of Revenues and Certain Operating Expenses

For the six months ended June 30, 2013 (Unaudited) and the year ended December 31, 2012

Lease Agreement

Lease arrangements for office space occupied by the Company, related total rent and terms existing at the Buildings for the six months ended June 30, 2013 and for the year ended December 31, 2012 are as follows (dollars in thousands):

	(Unaudited) 6 Months Ended June 30, 2013				Year Ended December 31, 2012				Term
	Sq. Ft.		Total Rent		Sq. Ft.		Total Rent
Management and regional offices		37,967	$	430.7		37,967	$	819.7	Month-to-month
Corporate office		23,150		308.2		32,870		642.3	December 31, 2015(1)
		61,117	$	738.9		70,837	$	1,462.0

(1) Under current lease terms, the lease expires December 31, 2015, with an option for Crescent to terminate upon 30 days’ notice without further liabilities or obligations.

8. Subsequent Events

Subsequent events have been evaluated through July 29, 2013, the date the accompanying combined statement of revenues and certain expenses was issued.

6

EX-99.3

EXHIBIT 99.3

COUSINS PROPERTIES INCORPORATED

Summary of Unaudited Pro Forma Financial Statements

On July 19, 2013, Cousins Properties Incorporated (the “Company”) entered into two purchase and sale agreements for the acquisition of Greenway Plaza, a 10-building approximately 4.4 million square foot office complex in Houston, Texas, and 777 Main Street, a 980,000 square foot Class A office building in Fort Worth, Texas (the “Texas Acquisition”), for a gross aggregate purchase price of approximately $1.1 billion.

These pro forma financial statements reflect a funding of the purchase price of the Texas Acquisition with net proceeds from an assumed public offering of 60.0 million shares of common stock, less estimated underwriting and other fees (the “Offering”), and proceeds from a new unsecured term loan facility (the “New Facility”). The New Facility, which was executed on July 29, 2013, permits the Company to draw up to $950.0 million, with an accordion feature permitting the Company to increase the amount available by up to $150.0 million if the Company requests and receives additional commitments for the increase (for an aggregate available facility amount up to $1.1 billion). The pro forma financial statements do not reflect any funding of any portion of the purchase price of the Texas Acquisition with any secured debt that the Company might obtain in the future.

On February 8, 2013, the Company purchased an 80% interest in MSREF/Cousins Terminus 200 LLC and simultaneously repaid the mortgage loan secured by the Terminus 200 property. Immediately thereafter, the Company contributed its interest in the Terminus 200 property and its interest in the Terminus 100 property, together with the existing mortgage loan secured by the Terminus 100 property to a newly–formed entity, Terminus Office Holdings LLC (“TOH”), and sold 50% of TOH to institutional investors advised by J.P. Morgan Asset Management. Concurrently, the Company purchased Post Oak Central from an affiliate of L.P. Morgan Asset Management (collectively, the “Post Oak/Terminus Transactions”).

On April 25, 2013, the Company purchased 816 Congress, a Class A office tower in Austin, Texas.

The following unaudited pro forma balance sheet as of June 30, 2013 has been prepared to give effect to the Texas Acquisition and the related fundings as if the transaction occurred on June 30, 2013.

The following unaudited pro forma statements of operations for the six months ended June 30, 2013 and the pro forma statement of comprehensive income for the year ended December 31, 2012 have been prepared to give effect to (1) the Texas Acquisition and related fundings, (2) the Post Oak/Terminus Transactions and (3) the acquisition of 816 Congress as if the transactions occurred on January 1, 2012.

This pro forma information should be read in conjunction with the consolidated financial statements and notes thereto of the Company included in its Annual Report filed on Form 10-K for the year ended December 31, 2012 and its Quarterly Report filed on Form 10-Q for the quarterly period ended June 30, 2013. In addition, this pro forma information should be read in conjunction with the financial statements and notes thereto of the Texas Acquisition included herein and in conjunction with the financial statements and notes thereto of Post Oak Central and Terminus 200 included in the Company’s Current Report on Form 8-K/A filed on March 26, 2013.

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 the dates indicated. 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 Texas Acquisition. These allocations may be adjusted in the future upon finalization of these preliminary estimates.

1

Cousins Properties Incorporated and Subsidiaries

Pro Forma Consolidated Balance Sheet

June 30, 2013

(unaudited; in thousands)

				Pro Forma Adjustments
	Cousins Properties Incorporated Historical(a)			Texas Acquisition			Pro Forma Total
Assets
Real estate assets:
Operating properties, net	$	838,826		$	674,697	(b)	$	1,513,523
Projects under development, net		5,819			—			5,819
Land		38,039			350,001	(b)		388,040
Other		—			—			—
		882,684			1,024,698			1,907,382
Operating properties and related assets held for sale, net		51,301			—			51,301
Cash and cash equivalents		4,925			—			4,925
Restricted cash		3,230			—			3,230
Notes and accounts receivable, net		8,539			—			8,539
Deferred rents receivable		34,707			—			34,707
Investments in unconsolidated joint ventures		127,948			—			127,948
Other assets		87,454			137,023	(b)		224,477
Total assets	$	1,200,788		$	1,161,721		$	2,362,509
Liabilities and equity
Notes payable	$	340,374		$	503,024	(c)	$	843,398
Accounts payable and accrued expenses		34,433			—			34,433
Deferred income		25,785			—			25,785
Other liabilities		26,582			49,317	(b)		75,899
Total liabilities		427,174			552,341			979,515
Stockholders’ investment:
Preferred stock		94,775			—			94,775
Common stock		124,258			60,000	(d)		184,258
Additional paid-in capital		825,777			552,380	(d)		1,378,157
Treasury stock at cost		(86,840	)		—			(86,840	)
Distributions in excess of cumulative net income		(206,995	)		(3,000	)(e)		(209,995	)
Total stockholders’ investment		750,975			609,380			1,360,355
Nonredeemable noncontrolling interests		22,639			—			22,639
Total equity		773,614			609,380			1,382,994
Total liabilities and equity	$	1,200,788		$	1,161,721		$	2,362,509

The accompanying notes are an integral part of this statement.

2

(a) Historical financial information is derived from the Company’s Quarterly Report filed on Form 10-Q as of June 30, 2013.

(b) Reflects the purchase price of the assets and liabilities in connection with the Texas Acquisition, net of any purchase price adjustments.

(c) Represents amounts assumed to be financed through the New Facility in connection with the Texas Acquisition.

(d) Reflects net proceeds from the Offering.

(e) Reflects the expensing of estimated acquisition-related costs as required under GAAP.

3

Cousins Properties Incorporated and Subsidiaries

Pro Forma Consolidated Statement of Operations

For the Six Months Ended June 30, 2013

(unaudited; in thousands, except per share amounts)

				Pro Forma Adjustments
	Cousins Properties Incorporated Historical(a)			Q1 and Q2 2013 Transactions(b)			Texas Acquisition			Pro Forma Total
Revenues
Rental property revenues	$	73,477		$	5,164	(d)	$	73,675	(c)	$	152,316
Fee income		6,511			—			—			6,511
Land sales		1,396			—			—			1,396
Other		2,668			—			336	(c)		3,004
		84,052			5,164			74,011			163,227
Costs and Expenses
Rental property operating expenses		34,406			2,999	(d)		31,905	(e)		69,310
Reimbursed expenses		3,268			—			—			3,268
Land cost of sales		1,396			—			—			1,396
General and administrative expenses		10,622			—			—			10,622
Interest expense		9,176			227	(g)		4,574	(h)		13,977
Depreciation and amortization		27,240			1,766	(d)		25,625	(f)		54,631
Other		1,358			—			—			1,358
		87,466			4,992			62,104			154,562
Loss on extinguishment of debt		—			—			—			—
Income (loss) from continuing operations before taxes, unconsolidated joint ventures and sale of investment properties		(3,414	)		172			11,907			8,665
Benefit (provision) for income taxes from operations		(2	)		—			—			(2	)
					35	(j)
Income (loss) from unconsolidated joint ventures		2,784			369	(i)		—			3,188
Income (loss) from continuing operations before gain on sale of investment properties		(632	)		576			11,907			11,851
Gain on sale of investment properties		57,583			—			—			57,583
Income (loss) from continuing operations		56,951			576			11,907			69,434
Income (loss) from discontinued operations:											—
Income (loss) from discontinued operations		593			—			—			593
Gain on sale of discontinued operations		181			—			—			181
		774			—			—			774
Net income (loss)		57,725			576			11,907			70,208
Net loss attributable to noncontrolling interests		(1,022	)		—			—			(1,022	)
Net income (loss) attributable to controlling interests		56,703			576			11,907			69,186
Preferred share original issuance costs		(2,656	)		—			—			(2,656	)
Dividends to preferred stockholders		(6,454	)		—			—			(6,454	)
Net income (loss) available to common stockholders	$	47,593		$	576		$	11,907		$	60,076
Per common share information - basic and diluted:
Income (loss) from continuing operations attributable to controlling interest	$	0.4202								$	0.3459
Income (loss) from discontinued operations	$	0.0069								$	0.0045
Net income (loss) available to common stockholders	$	0.4271								$	0.3504
Weighted average shares - basic		111,430						60,000	(k)		171,430
Weighted average shares - diluted		111,593						60,000	(k)		171,593

The accompanying notes are an integral part of this statement.

4

(a) Historical financial information is derived from the Company’s Quarterly Report filed on Form 10-Q for the six months ended June 30, 2013.

(b) Includes pro forma adjustments for the Post Oak Central/Terminus Transactions and the acquisition of 816 Congress.

(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 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. Other income consists primarily of lease termination fees.

(d) Represents adjustments related to the Post Oak Central/Terminus Transactions and the acquisition of 816 Congress.

(e) Consists of property operating expenses, primarily made up of real estate taxes, utilities, management, insurance and maintenance and support services.

(f) 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.

(g) Includes additional interest expense that would have been incurred on the Company’s revolving credit facility (the “Credit Facility”) if the Company had acquired Post Oak Central and 816 Congress on January 1, 2012 and funded the purchase price with borrowings under the Credit Facility. Also includes 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) Represents additional interest expense (calculated at LIBOR plus 150 basis points or 1.70%) that would have been incurred on the New Facility if the Company had effected the Texas Acquisition on January 1, 2012 and funded the purchase price, in part, with borrowings under the New Facility.

(i) Represents the Company’s share of the net income from the venture that acquired Terminus 100 and Terminus 200, of which the Company owns 50%. Based on the ownership and management structure of the joint venture, the Company accounts for its interest in these entities under the equity method. The pro forma adjustment reflects an estimate of what the Company’s share of the net income would be for this joint venture prior the closing of the transaction in 2013.

(j) Represents amounts recorded in the historical consolidated statement of comprehensive income for the venture that owned Terminus 200 prior to the Company’s acquisition of the remaining 80% membership interest in Terminus 200. This amount would have been eliminated upon the acquisition of Terminus 200.

(k) Represents shares assumed to be issued in connection with the Offering. Does not include any shares that may be issued pursuant to the exercise of the underwriters’ option to acquire additional shares.

5

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)			Q1 and Q2 2013 Transactions(b)			Texas Acquisition			Pro Forma Total
Revenues
Rental property revenues	$	125,609		$	21,769	(d)	$	139,658	(c)	$	287,036
Fee income		17,797			—			—			17,797
Land sales		2,616			—			—			2,616
Other		2,256			—			3,134	(c)		5,390
		148,278			21,769			142,792			312,839
Costs and Expenses
Rental property operating expenses		54,518			15,682	(f)		61,791	(e)		131,991
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			(3,915	)(g)		10,904	(h)		30,922
Depreciation and amortization		43,559			8,079	(i)		51,249	(j)		102,887
Impairment losses		488			—			—			488
Separation expenses		1,985			—			—			1,985
Other		4,517			—	(k)		—	(k)		4,517
		160,691			19,846			123,944			304,481
Loss on extinguishment of debt		(94	)		—			—			(94	)
Income (loss) from continuing operations before taxes, unconsolidated joint ventures and sale of investment properties		(12,507	)		1,923			18,848			8,264
Benefit (provision) for income taxes from operations		(91	)		—			—			(91	)
					(65	)(l)
					(131	)(o)
Income (loss) from unconsolidated joint ventures		39,258			215	(m)		—			39,277
Income (loss) from continuing operations before gain on sale of investment properties		26,660			1,942			18,848			47,450
Gain on sale of investment properties		4,053			—	(n)		—			4,053
Income (loss) from continuing operations		30,713			1,942			18,848			51,503
Income (loss) from discontinued operations:
Income (loss) from discontinued operations		(1,201	)		—			—			(1,201	)
Gain on sale of discontinued operations		18,407			—			—			18,407
		17,206			—			—			17,206
Net income (loss)		47,919			1,942			18,848			68,709
Net loss attributable to noncontrolling interests		(2,191	)		—			—			(2,191	)
Net income (loss) attributable to controlling interests		45,728			1,942			18,848			66,518
Dividends to preferred stockholders		(12,907	)		—			—			(12,907	)
Net income (loss) available to common stockholders	$	32,821		$	1,942		$	18,848		$	53,611
Per common share information - basic and diluted:
Income (loss) from continuing operations attributable to controlling interest	$	0.1500								$	0.2218
Income (loss) from discontinued operations	$	0.1653								$	0.1048
Net income (loss) available to common stockholders	$	0.3152								$	0.3267
Weighted average shares - basic		104,117						60,000	(p)		164,117
Weighted average shares - diluted		104,125						60,000	(p)		164,125

The accompanying notes are an integral part of this statement.

6

(a) Historical financial information is derived from the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2012.

(b) Includes pro forma adjustments for the Post Oak Central/Terminus Transaction and the acquisition of 816 Congress.

(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 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. Other income consists primarily of lease termination fees.

(d) Represents adjustments related to the Post Oak Central/Terminus Transaction and the acquisition of 816 Congress.

(e) Consists of property operating expenses, primarily made up of real estate taxes, utilities, management, insurance and maintenance and support services.

(f) Represents property operating expenses 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 as well as property operating expenses for the Post Oak Central and 816 Congress acquisitions assuming the transactions had occurred on January 1, 2012. See Note (e) for a description of what is considered property operating expenses.

(g) Includes additional interest expense that would have been incurred on the Company’s Credit Facility if the Company acquired Post Oak Central and 816 Congress on January 1, 2012 and funded the purchase price with borrowings under the Credit Facility. Also includes 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) Represents additional interest expense (calculated at LIBOR plus 150 basis points or 1.70%) that would have been incurred on the New Facility if the Company had acquired the Texas Acquisition on January 1, 2012 and funded the purchase price, in part, with borrowings under the New Facility.

(i) Represents depreciation and amortization expense 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 as well as depreciation and amortization expense calculated for the Post Oak Central and 816 Congress acquisitions assuming the transactions occurred on January 1, 2012. See Note (j) for description of what is considered depreciation and amortization expense.

(j) 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.

(k) In connection with the Texas Acquisition, the 816 Congress acquisition, 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 Company incurred and expects to incur acquisition-related and disposition-related costs in an aggregate amount of approximately $3.8 million, 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.

(l) Represents the Company’s share of the net loss from the venture that acquired Terminus 100 and Terminus 200, of which the Company owns 50%. Based on the ownership and management structure of the joint venture, the Company will account for its interest in these entities under the equity method.

(m) Represents amounts recorded in the historical consolidated statement of comprehensive income for the venture that owned Terminus 200 prior to the Company’s acquisition of the remaining 80% membership interest in Terminus 200. This amount would have been eliminated upon the acquisition of Terminus 200.

(n) In connection with the Terminus 100 and Terminus 200 dispositions, the Company recognized gains of $37.1 million and $19.7 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.

(o) 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.

(p) Represents shares assumed to be issued in connection with the Offering.

7