Common use of LTIP UNITS INTO CLASS A UNITS Clause in Contracts

LTIP UNITS INTO CLASS A UNITS. The undersigned holder of LTIP Units hereby irrevocably (i) elects to convert LTIP Units in PARKWAY OPERATING PARTNERSHIP LP (the “Partnership”) into Class A Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended; and (ii) directs that any cash in lieu of Class A Units that may be deliverable upon such conversion be delivered to the address specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent to or approval of all persons or entities, if any, having the right to consent or approve such conversion. Dated: Name of Holder: PARKWAY OPERATING PARTNERSHIP LP (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Class A Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. Name of Holder: Date of this Notice: Number of LTIP Units to be Converted: Please Print: Exact Name as Registered with Partnership Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), in the event of a disposition by a non-U.S. person of a partnership interest in a partnership in which (i) 50% or more of the value of the gross assets consists of United States real property interests (“USRPIs”), as defined in Section 897(c) of the Code, and (ii) 90% or more of the value of the gross assets consists of USRPIs, cash, and cash equivalents, the transferee will be required to withhold 15% of the amount realized by the non-U.S. person upon the disposition. To inform Parkway Properties General Partners, Inc. (the “General Partner”) and Parkway Operating Partnership LP (the “Partnership”) that no withholding is required with respect to the redemption by (“Partner”) of its Partnership Units in the Partnership, the undersigned hereby certifies the following on behalf of Partner:

LTIP UNITS INTO CLASS A UNITS. The undersigned holder of LTIP Units hereby irrevocably (i) elects to convert LTIP Units in PARKWAY OPERATING PARTNERSHIP COUSINS PROPERTIES LP (the “Partnership”) into Class A Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended; and (ii) directs that any cash in lieu of Class A Units that may be deliverable upon such conversion be delivered to the address specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent to or approval of all persons or entities, if any, having the right to consent or approve such conversion. Dated: Name of Holder: PARKWAY OPERATING PARTNERSHIP Table of Contents COUSINS PROPERTIES LP (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Class A Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. Name of Holder: Date of this Notice: Number of LTIP Units to be Converted: Please Print: Exact Name as Registered with Partnership Table of Contents Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), in the event of a disposition by a non-U.S. person of a partnership interest in a partnership in which (i) 50% or more of the value of the gross assets consists of United States real property interests (“USRPIs”), as defined in Section 897(c) of the Code, and (ii) 90% or more of the value of the gross assets consists of USRPIs, cash, and cash equivalents, the transferee will be required to withhold 15% of the amount realized by the non-U.S. person upon the disposition. To inform Parkway Cousins Properties General Partners, Inc. Incorporated (the “General Partner”) and Parkway Operating Partnership Cousins Properties LP (the “Partnership”) that no withholding is required with respect to the redemption by (“Partner”) of its Partnership Units in the Partnership, the undersigned hereby certifies the following on behalf of Partner:

LTIP UNITS INTO CLASS A UNITS. The undersigned holder of LTIP Units hereby irrevocably (i) elects to convert LTIP Units in PARKWAY OPERATING PARTNERSHIP LP Kite Realty Group, L.P. (the “Partnership”) into Class A Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended; and (ii) directs that any cash in lieu of Class A Units that may be deliverable upon such conversion be delivered to the address specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent to or approval of all persons or entities, if any, having the right to consent or approve such conversion. Dated: Name of HolderLimited Partner: PARKWAY OPERATING PARTNERSHIP LP (Signature of Limited Partner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: Kite Realty Group, L.P. (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Class A Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. Name of Holder: Date of this Notice: Number of LTIP Units to be Converted: Please Print: Exact Name as Registered with Partnership Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), in the event of a disposition by a non-U.S. person of a partnership interest in a partnership in which (i) 50% or more of the value of the gross assets consists of United States real property interests (“USRPIs”), as defined in Section 897(c) of the Code, and (ii) 90% or more of the value of the gross assets consists of USRPIs, cash, and cash equivalents, the transferee will be required to withhold 15% of the amount realized by the non-U.S. person upon the disposition. To inform Parkway Properties General Partners, Inc. (the “General Partner”) and Parkway Operating Partnership LP (the “Partnership”) that no withholding is required with respect to the redemption by (“Partner”) of its Partnership Units in the Partnership, the undersigned hereby certifies the following on behalf of Partner:

LTIP UNITS INTO CLASS A UNITS. The undersigned holder of LTIP Units hereby irrevocably (i) elects to convert LTIP Units in PARKWAY OPERATING PARTNERSHIP COUSINS PROPERTIES LP (the “Partnership”) into Class A Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended; and (ii) directs that any cash in lieu of Class A Units that may be deliverable upon such conversion be delivered to the address specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the consent to or approval of all persons or entities, if any, having the right to consent or approve such conversion. Dated: Name of Holder: PARKWAY OPERATING PARTNERSHIP COUSINS PROPERTIES LP (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Class A Units in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. Name of Holder: Date of this Notice: Number of LTIP Units to be Converted: Please Print: Exact Name as Registered with Partnership Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), in the event of a disposition by a non-U.S. person of a partnership interest in a partnership in which (i) 50% or more of the value of the gross assets consists of United States real property interests (“USRPIs”), as defined in Section 897(c) of the Code, and (ii) 90% or more of the value of the gross assets consists of USRPIs, cash, and cash equivalents, the transferee will be required to withhold 15% of the amount realized by the non-U.S. person upon the disposition. To inform Parkway Cousins Properties General Partners, Inc. Incorporated (the “General Partner”) and Parkway Operating Partnership Cousins Properties LP (the “Partnership”) that no withholding is required with respect to the redemption by (“Partnerby(“Partner”) of its Partnership Units in the Partnership, the undersigned hereby certifies the following on behalf of Partner: