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 Cantor Xxxxxxxxxx & Co., dated February 9, 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 CF&Co unless 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, 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 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. 333-163895) (the “Registration Statement”) and the prospectus dated December 21, 2009 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated February 9, 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 Xxxxxxxxxx & Co.Mitsubishi UFJ Securities (USA), Inc., dated February 9May 31, 2010 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 CF&Co Mitsubishi unless CF&Co 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 February 9May 31, 2010 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 Xxxxxxxxxx & Co. Mitsubishi UFJ Securities (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. 333-163895181785) (the “Registration Statement”) and the prospectus dated December 21May 31, 2009 2012 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated February 9May 31, 2010 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 sets forth the terms of the agreement of [ ] (the “Sales Agent”) with DiamondRock Hospitality Company, a Maryland corporation (the “Company”), and DiamondRock Hospitality Limited Partnership, a Delaware limited partnership (the “Partnership”), relating to the issuance and sale of the Company’s 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 between the Company, Post Apartment Homes, L.P., a Georgia limited partnership Company and the Company’s operating partnership, and Cantor Xxxxxxxxxx & Co.Sales Agent, dated February 9August 8, 2010 2018 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. Number By countersigning or otherwise indicating in writing the Company’s acceptance of Shares this Notice (an “Acceptance”), the Company shall have agreed with the Sales Agent to be Soldengage in the following transaction: 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 CF&Co the Company or the Sales Agent unless CF&Co accepts and until the Company delivers its Acceptance; provided, however, that neither the Company nor the Sales Agent 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/ , 20 ]. 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 Time date of Delivery the Company’s Acceptance and on any Purchase Date and any Settlement Date. If the foregoing conforms to your understanding of our agreement, please so indicate by providing your Acceptance in the manner contemplated by the Agreement. 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 9first above written DIAMONDROCK HOSPITALITY COMPANY By: Name: Title: DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP By: DiamondRock Hospitality Company, 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 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. 333-163895) (the “Registration Statement”) and the prospectus dated December 21, 2009 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated February 9, 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 its 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 Cantor Xxxxxxxxxx & Co., dated February 9May 31, 2010 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 CF&Co CF&Co. unless CF&Co 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 9May 31, 2010 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 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. 333-163895181785) (the “Registration Statement”) and the prospectus dated December 21May 31, 2009 2012 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated February 9May 31, 2010 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 Xxxxxxxxxx & Co.X.X. Xxxxxx Securities LLC, dated February 9May 31, 2010 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 CF&Co JPMS unless CF&Co 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 9May 31, 2010 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 Xxxxxxxxxx & Co. 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. 333-163895181785) (the “Registration Statement”) and the prospectus dated December 21May 31, 2009 2012 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated February 9May 31, 2010 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 Xxxxxxxxxx & Co.Xxxxx Fargo Securities, LLC, dated February 9May 31, 2010 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 CF&Co Xxxxx unless CF&Co 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 February 9May 31, 2010 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 Xxxxxxxxxx & Co. 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. 333-163895181785) (the “Registration Statement”) and the prospectus dated December 21May 31, 2009 2012 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated February 9May 31, 2010 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 Xxxxxxxxxx & Co.X.X. Xxxxxx Securities Inc., dated February 9, 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 CF&Co JPMS unless CF&Co 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, 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 Xxxxxxxxxx & Co. X.X. Xxxxxx Securities 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. 333-163895) (the “Registration Statement”) and the prospectus dated December 21, 2009 (the “Basic Prospectus”), as supplemented by the prospectus supplement dated February 9, 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: