MEMBERSHIP INTEREST PURCHASE AGREEMENT dated November 17, 2014 by and among PKY AUSTIN PARTNER, LLC, CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM, PKY MASTERS AUSTIN, LLC and PKY/CALSTRS AUSTIN, LLCMembership Interest Purchase Agreement • November 17th, 2014 • Parkway Properties Inc • Real estate investment trusts • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 17, 2014, by and among (i) PKY AUSTIN PARTNER, LLC, a Delaware limited liability company (“PKY Austin”) (formerly known as TPG Austin Partner, LLC), (ii) CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity (“CalSTRS”), (iii) PKY MASTERS AUSTIN, LLC, a Delaware limited liability company (“PKY Masters” and together with PKY Austin, “PKY” and individually, each a “PKY Entity”) and (iv) PKY/CalSTRS AUSTIN, LLC, a Delaware limited liability company (formerly known as TPG/CalSTRS Austin, LLC) (the “Company”).
REDEMPTION AND DISTRIBUTION AGREEMENTRedemption and Distribution Agreement • November 17th, 2014 • Parkway Properties Inc • Real estate investment trusts • Delaware
THIS REDEMPTION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of November 17, 2014, by and among (i) PKY AUSTIN PARTNER, LLC, a Delaware limited liability company (“PKY Austin”) (formerly known as TPG Austin Partner, LLC), (ii) CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, a public entity (“CalSTRS”), (iii) PKY/CalSTRS AUSTIN, LLC, a Delaware limited liability company (formerly known as TPG/CalSTRS Austin, LLC) (the “Company”); (iv) for purposes of Sections 8.4 and 15.22 only, PKY MASTERS AUSTIN, LLC, a Delaware limited liability company (“PKY Masters” and together with PKY Austin, “PKY” and individually, each a “PKY Entity”) and (v) for purposes of Section 3.2 only, PKY-ONE AMERICAN CENTER MEZZANINE LLC, a Delaware limited liability company (“American Center Mezzanine Owner”), PKY-401 CONGRESS MEZZANINE, LLC a Delaware limited liability company (“Frost Bank Mezzanine Owner”), and PKY-300 WEST 6th STREET MEZZANINE LLC, a Delaware limited liability company (“
