0000025232-13-000011 Sample Contracts

SALE AND CONTRIBUTION AGREEMENT
Sale and Contribution Agreement • March 26th, 2013 • Cousins Properties Inc • Real estate investment trusts • Georgia

THIS SALE AND CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of February 4, 2013 (the "Effective Date"), by and among COUSINS PROPERTIES INCORPORATED, a Georgia corporation ("Cousins"), 3280 PEACHTREE I LLC, a Georgia limited liability company ("3280-I"), 3280 PEACHTREE III LLC, a Georgia limited liability company ("3280-III"), and TERMINUS ACQUISITION COMPANY LLC, a Delaware limited liability company ("Acquisition").

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MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • March 26th, 2013 • Cousins Properties Inc • Real estate investment trusts • Delaware

This MEMBERSHIP INTEREST PURCHASE AGREEMENT is entered into as of December 7, 2012 (the “Agreement”), by and between MSREF VII Global U.S. Holdings (FRC), L.L.C., a Delaware limited liability company (the “Seller”), and 3280 Peachtree III LLC, a Georgia limited liability company (the “Buyer”).

AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • March 26th, 2013 • Cousins Properties Inc • Real estate investment trusts • Delaware

This AMENDMENT NO. 1 TO THE MEMBERSHIP INTEREST PURCHASE AGREEMENT is dated as of January 30, 2013 (this “Amendment”), by and between MSREF VII Global U.S. Holdings (FRC), L.L.C., a Delaware limited liability company (the “Seller”), and 3280 Peachtree III LLC, a Georgia limited liability company (the “Buyer”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 26th, 2013 • Cousins Properties Inc • Real estate investment trusts • Texas

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”), is made and entered into this 4th day of February, 2013, by and between CRESCENT POC INVESTORS, L.P., a Delaware limited partnership (“Seller”) and COUSINS POC I LLC, a Georgia limited liability company (“Purchaser”).

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