Common use of TRANSACTION NOTICE Clause in Contracts

TRANSACTION NOTICE. Dear : This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post Properties, Inc., a Georgia corporation (the “Company”), pursuant to the Distribution Agreement by and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities LLC, dated May 31, 2012 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS unless JPMS accepts its terms in accordance with Section 2(a) of the Agreement. The Agency Transaction shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and warranties set forth in the Agreement shall be deemed to have been made at and as of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post Properties, Inc. By: Name: Title: This Officers’ Certificate is made pursuant to Section 5(a) of the Distribution Agreement (the “Agreement”), dated May 31, 2012, by and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and X.X. Xxxxxx Securities LLC The Agreement relates to the issuance and sale from time to time by the Company of up to 4,000,000 shares (the “Maximum Number”) of Common Stock, $0.01 par value per share, of the Company pursuant to the registration statement on Form S-3 (Registration No. 333-181785) (the “Registration Statement”) and the prospectus dated May 31, 2012 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated May 31, 2012 filed pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the “Prospectus”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. The undersigned are both officers of the Company and Post GP Holdings, Inc., the general partner of the Operating Partnership (“Post GP”). They are the duly authorized [Insert Title] of the Company and Post GP and the duly authorized [Insert Title] of the Company and Post GP, respectively. Having examined the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus and the Agreement, the undersigned hereby certify as follows:

TRANSACTION NOTICE. Dear : This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post Properties, Inc., a Georgia corporation (the “Company”), pursuant to the Distribution Agreement by and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Mitsubishi UFJ Securities LLC(USA), Inc., dated May 31, 2012 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS Mitsubishi unless JPMS Mitsubishi accepts its terms in accordance with Section 2(a) of the Agreement. The Agency Transaction shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and warranties set forth in the Agreement shall be deemed to have been made at and as of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post Properties, Inc. By: Name: Title: This Officers’ Certificate is made pursuant to Section 5(a) of the Distribution Agreement (the “Agreement”), dated May 31, 2012, by and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and X.X. Xxxxxx Mitsubishi UFJ Securities LLC (USA), Inc. The Agreement relates to the issuance and sale from time to time by the Company of up to 4,000,000 shares (the “Maximum Number”) of Common Stock, $0.01 par value per share, of the Company pursuant to the registration statement on Form S-3 (Registration No. 333-181785) (the “Registration Statement”) and the prospectus dated May 31, 2012 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated May 31, 2012 filed pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the “Prospectus”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. The undersigned are both officers of the Company and Post GP Holdings, Inc., the general partner of the Operating Partnership (“Post GP”). They are the duly authorized [Insert Title] of the Company and Post GP and the duly authorized [Insert Title] of the Company and Post GP, respectively. Having examined the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus and the Agreement, the undersigned hereby certify as follows:

TRANSACTION NOTICE. Dear __________: This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by between the Transaction Entities and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities LLCKeyBanc Capital Markets Inc. (“KeyBanc”), dated May 31November 9, 2012 2011 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS KeyBanc unless JPMS and until KeyBanc accepts its terms in accordance with Section 2(a) of the Agreement. The Agency Transaction Transaction, if it becomes binding on the parties, shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and warranties set forth in the Agreement shall be deemed to have been made at and as of the date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: This Officers’ Certificate is made pursuant to Section 5(a) Accepted and agreed as of the Distribution Agreement (the “Agreement”), dated May 31, 2012, by and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and X.X. Xxxxxx Securities LLC The Agreement relates to the issuance and sale from time to time by the Company of up to 4,000,000 shares (the “Maximum Number”) of Common Stock, $0.01 par value per share, of the Company pursuant to the registration statement on Form S-3 (Registration Nodate first above written: KEYBANC CAPITAL MARKETS INC. 333-181785) (the “Registration Statement”) and the prospectus dated May 31, 2012 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated May 31, 2012 filed pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the “Prospectus”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. The undersigned are both officers of the Company and Post GP Holdings, Inc., the general partner of the Operating Partnership (“Post GP”). They are the duly authorized [Insert By: Name: Title] of the Company and Post GP and the duly authorized [Insert Title] of the Company and Post GP, respectively. Having examined the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus and the Agreement, the undersigned hereby certify as follows:

TRANSACTION NOTICE. Dear : This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post Properties, Inc., a Georgia corporation (the “Company”), pursuant to the Distribution Agreement by and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities LLCCantor Xxxxxxxxxx & Co., dated May 31February 9, 2012 2010 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS CF&Co unless JPMS CF&Co accepts its terms in accordance with Section 2(a) of the Agreement. The Agency Transaction shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and warranties set forth in the Agreement shall be deemed to have been made at and as of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post Properties, Inc. By: Name: Title: This Officers’ Certificate is made pursuant to Section 5(a) of the Distribution Agreement (the “Agreement”)) dated February 9, dated May 31, 2012, 2010 by and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and X.X. Xxxxxx Securities LLC Cantor Xxxxxxxxxx & Co. The Agreement relates to the issuance and sale from time to time by the Company of up to 4,000,000 shares (the “Maximum Number”) of Common Stock, $0.01 par value per share, of the Company pursuant to the registration statement on Form S-3 (Registration No. 333-181785163895) (the “Registration Statement”) and the prospectus dated May 31December 21, 2012 2009 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated May 31February 9, 2012 2010 filed pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the “Prospectus”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. The undersigned are both officers of the Company and Post GP Holdings, Inc., the general partner of the Operating Partnership (“Post GP”). They are the duly authorized [Insert Title] of the Company and Post GP and the duly authorized [Insert Title] of the Company and Post GP, respectively. Having examined the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus and the Agreement, the undersigned hereby certify as follows:

TRANSACTION NOTICE. Dear : This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post Properties, Inc., a Georgia corporation (the “Company”), pursuant to the Distribution Agreement by and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities LLCInc., dated May 31February 9, 2012 2010 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS unless JPMS accepts its terms in accordance with Section 2(a) of the Agreement. The Agency Transaction shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and warranties set forth in the Agreement shall be deemed to have been made at and as of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post Properties, Inc. By: Name: Title: This Officers’ Certificate is made pursuant to Section 5(a) of the Distribution Agreement (the “Agreement”)) dated February 9, dated May 31, 2012, 2010 by and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and X.X. Xxxxxx Securities LLC Inc. The Agreement relates to the issuance and sale from time to time by the Company of up to 4,000,000 shares (the “Maximum Number”) of Common Stock, $0.01 par value per share, of the Company pursuant to the registration statement on Form S-3 (Registration No. 333-181785163895) (the “Registration Statement”) and the prospectus dated May 31December 21, 2012 2009 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated May 31February 9, 2012 2010 filed pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the “Prospectus”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. The undersigned are both officers of the Company and Post GP Holdings, Inc., the general partner of the Operating Partnership (“Post GP”). They are the duly authorized [Insert Title] of the Company and Post GP and the duly authorized [Insert Title] of the Company and Post GP, respectively. Having examined the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus and the Agreement, the undersigned hereby certify as follows:

TRANSACTION NOTICE. Dear Don: This Transaction Notice relates sets forth the terms of the agreement of Banc One Capital Markets, Inc. (“BOCM”) with Puget Energy, Inc., a Washington corporation (the “Company”) relating to the issuance and sale of Common Stockup to shares of the Company’s common stock, par value $0.01 per share, of Post Properties, Inc., a Georgia corporation (the “Company”), share pursuant to the Distribution Agreement by between the Company and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities LLCBOCM, dated May 31July , 2012 2003 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company shall have agreed with BOCM to engage in the following transaction: Type of Transaction: [Agency or Principal Transaction] Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price[Specify “at-the-market” or other method] Option to purchase additional Shares pursuant to Section 3(c) of Agreement: [Insert if anyApplicable or Not Applicable] The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS the Company or BOCM unless JPMS accepts and until the Company delivers its Acceptance; provided, however, that neither the Company nor BOCM will be bound by the terms in accordance with Section 2(aof this Notice unless the Company delivers its Acceptance by am/pm (New York time) of on [the Agreementdate hereof/ , 200_]. The Agency Transaction Transaction, if it becomes binding on the parties, shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each If the foregoing conforms to your understanding of the representations and warranties set forth our agreement, please so indicate by providing your Acceptance in the Agreement shall be deemed to have been made at and as of manner contemplated by the Time of Delivery and on any Purchase Date and any Settlement DateAgreement. Very truly yoursBANC ONE CAPITAL MARKETS, Post Properties, Inc. INC. By: Name: Title: This Officers’ Certificate is made pursuant to Section 5(a) ACCEPTED as of the Distribution Agreement (the “Agreement”), dated May 31, 2012, date first above written By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a separate written acceptance referencing this Notice and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and X.X. Xxxxxx Securities LLC The Agreement relates to the issuance and sale from time to time by the Company of up to 4,000,000 shares (the “Maximum Number”) of Common Stock, $0.01 par value per share, of the Company pursuant to the registration statement on Form S-3 (Registration No. 333-181785) (the “Registration Statement”) and the prospectus dated May 31, 2012 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated May 31, 2012 filed pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the “Prospectus”). Capitalized terms not defined herein shall have the meanings ascribed to them delivered in accordance with the Agreement. The undersigned are both officers of the Company and Post GP Holdings, Inc., the general partner of the Operating Partnership (“Post GP”). They are the duly authorized [Insert Title] of the Company and Post GP and the duly authorized [Insert Title] of the Company and Post GP, respectively. Having examined the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus and the Agreement, the undersigned hereby certify as follows:]

TRANSACTION NOTICE. Dear __________: This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by between the Transaction Entities and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities LLCKeyBanc Capital Markets Inc. (“KeyBanc”), dated May 313, 2012 2021 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS KeyBanc unless JPMS and until KeyBanc accepts its terms in accordance with Section 2(a) of the Agreement. The Agency Transaction Transaction, if it becomes binding on the parties, shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and warranties set forth in the Agreement shall be deemed to have been made at and as of the date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: This Officers’ Certificate is made pursuant to Section 5(a) Accepted and agreed as of the Distribution Agreement (the “Agreement”), dated May 31, 2012, by and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and X.X. Xxxxxx Securities LLC The Agreement relates to the issuance and sale from time to time by the Company of up to 4,000,000 shares (the “Maximum Number”) of Common Stock, $0.01 par value per share, of the Company pursuant to the registration statement on Form S-3 (Registration Nodate first above written: KEYBANC CAPITAL MARKETS INC. 333-181785) (the “Registration Statement”) and the prospectus dated May 31, 2012 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated May 31, 2012 filed pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the “Prospectus”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. The undersigned are both officers of the Company and Post GP Holdings, Inc., the general partner of the Operating Partnership (“Post GP”). They are the duly authorized [Insert By: Name: Title] of the Company and Post GP and the duly authorized [Insert Title] of the Company and Post GP, respectively. Having examined the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus and the Agreement, the undersigned hereby certify as follows:

TRANSACTION NOTICE. Dear : This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post Properties, Inc., a Georgia corporation (the “Company”), pursuant to the Distribution Agreement by and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Xxxxx Fargo Securities, LLC, dated May 31, 2012 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS Xxxxx unless JPMS Xxxxx accepts its terms in accordance with Section 2(a) of the Agreement. The Agency Transaction shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and warranties set forth in the Agreement shall be deemed to have been made at and as of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post Properties, Inc. By: Name: Title: This Officers’ Certificate is made pursuant to Section 5(a) of the Distribution Agreement (the “Agreement”), dated May 31, 2012, by and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC. The Agreement relates to the issuance and sale from time to time by the Company of up to 4,000,000 shares (the “Maximum Number”) of Common Stock, $0.01 par value per share, of the Company pursuant to the registration statement on Form S-3 (Registration No. 333-181785) (the “Registration Statement”) and the prospectus dated May 31, 2012 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated May 31, 2012 filed pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the “Prospectus”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. The undersigned are both officers of the Company and Post GP Holdings, Inc., the general partner of the Operating Partnership (“Post GP”). They are the duly authorized [Insert Title] of the Company and Post GP and the duly authorized [Insert Title] of the Company and Post GP, respectively. Having examined the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus and the Agreement, the undersigned hereby certify as follows:

TRANSACTION NOTICE. Dear : This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post Properties, Inc., a Georgia corporation (the “Company”), pursuant to the Distribution Agreement by and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities LLCCantor Xxxxxxxxxx & Co., dated May 31, 2012 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: (“Purchase Date”) Discount/Commission: Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if any] The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS CF&Co. unless JPMS CF&Co. accepts its terms in accordance with Section 2(a) of the Agreement. The Agency Transaction shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and warranties set forth in the Agreement shall be deemed to have been made at and as of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post Properties, Inc. By: Name: Title: This Officers’ Certificate is made pursuant to Section 5(a) of the Distribution Agreement (the “Agreement”), dated May 31, 2012, by and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and X.X. Xxxxxx Securities LLC Cantor Xxxxxxxxxx & Co. The Agreement relates to the issuance and sale from time to time by the Company of up to 4,000,000 shares (the “Maximum Number”) of Common Stock, $0.01 par value per share, of the Company pursuant to the registration statement on Form S-3 (Registration No. 333-181785) (the “Registration Statement”) and the prospectus dated May 31, 2012 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated May 31, 2012 filed pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the “Prospectus”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. The undersigned are both officers of the Company and Post GP Holdings, Inc., the general partner of the Operating Partnership (“Post GP”). They are the duly authorized [Insert Title] of the Company and Post GP and the duly authorized [Insert Title] of the Company and Post GP, respectively. Having examined the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus and the Agreement, the undersigned hereby certify as follows: