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 ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ 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 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 Cantor ▇.▇. ▇▇▇▇▇▇▇▇ Securities LLC& 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 Cantor ▇.▇. ▇▇▇▇▇▇▇▇ Securities LLC & 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:

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 ▇.▇. ▇▇▇▇▇▇ Securities 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 ▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ Securities LLC 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 ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ 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 : 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 Cantor ▇.▇. ▇▇▇▇▇▇▇▇ Securities LLC& 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 Cantor ▇.▇. ▇▇▇▇▇▇▇▇ Securities LLC & 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: