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Notice of the Agreement Lease and 16th Street Partners LLC 02-oab,- .2qs 7f MIAMIBEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139,www.miamibeachfl.gov Jimmy L. Morales, City Manager Tel: 305-673-7010, Fax: 305-673-7782 September 29, 2016 Mr. Jeremy R. Dorsett Executive Vice President and General Counsel PKY Lincoln Place, LLC 300 North Orange Avenue, Suite 2400 Orlando, Florida 32801 Re: Offer Notice pursuant to Section 36.2 of the Agreement of Lease dated September 1, 1999, by and between City of Miami Beach, Florida, a municipal corporation, duly organized and existing under the laws of the State of Florida, as Lessor ("Owner"), and 16th Street Partners LLC, a Florida limited liability company (original tenant and current "Master Subtenant"), recorded in Official Records Book 18770, Page 46; as amended by First Amendment to Agreement of Lease, and Development Agreement recorded in Official Records Book 19395, Page 1106, as re-recorded in Official Records Book 19794, Page 1219; as assigned to TAG Lincoln Place LLC, a Delaware limited liability company (n/k/a PKY Lincoln Place, LLC, as Lessee ("Tenant")), by Assignment and Assumption of Lessee's Interest in Ground Lease, as recorded in Official Records Book 24598, Page 2984, all of the Public Records of Miami-Dade County, Florida, as it is affected by that certain Settlement Agreement dated September 16, 2015, by and among Owner, Tenant, and Master Subtenant (collectively, the "Ground Lease"). All capitalized terms used but not defined in this letter shall have the meanings set forth in the Ground Lease. Dear Mr. Dorsett: Thank you for your Offer Notice received by our Staff on August 31, 2016, notifying the City of Tenant's intent to sell all of the equity interest of Tenant's owner, PKY Lincoln Place Holdings, LLC, in connection with a merger between Parkway Properties, Inc., a Maryland corporation, and Cousins Properties Incorporated, a Georgia corporation. Cousins Properties LP will acquire from Parkway Properties LP all of the ownership interests of PKY Lincoln Place Holdings, LLC, which entity owns 100% of the membership interest in PKY Lincoln Place, LLC (the Tenant). For purposes of the Offer Notice, the market value of the assignment of membership interests of PKY Lincoln Place Holdings, LLC $80,000,000.00. This letter shall serve to inform you that the City has elected not to consummate a Right of First Offer Transaction under Section 36.2 of MIAMI 5168965.3 82190/49332 Letter to PKY Lincoln Place, LLC Right of First Offer Transaction September 28, 2016 Page 2 the Ground Lease, thereby allowing the Tenant to consummate any Sale of the Project (as defined in the Ground Lease) for a price equal to or greater than $80,000,000.00 which is consummated within 180 days after the date hereof, subject to and conditioned upon the provisions set forth in Articles 10 and 36 of the Ground Lease. Should you have any questions, please do not hesitate to contact Gisela Nanson Torres, Senior Assistant City Attorney, at Extension 6955. Sinc-rely, / y. Ji my L. Morales Ciao Manager cc: Kathie G. Brooks, Assistant City Manager Max Sklar, Director for Tourism, Culture and Economic Development Department Gisela Nanson Torres, Senior Assistant City Attorney Raul J. Aguila, City Attorney Alexandra Lehson, Esq. BILZIN SUMBERG BAENA PRICE & AXELROD LLP 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131 APPROVED AS TO FORM & LANGUAGE C9FO XE UTION • fr—Q-C 9...Lc 1 4 Oily Attorney Date F:/ATTO/$ALUGTORG/ASSET/LINCOLN PLACE/SALE TO COUSINS MIAMI 5168965.3 82190/49332 Prepared by and Return to: Gisela Nanson Torres Senior Assistant City Attorney City of Miami Beach Office of the City Attorney 1700 Convention Center Drive Miami Beach,Florida 33139 CERTIFICATIONS AND ASSIGNMENT OF MEMBERSHIP INTEREST [PKY Lincoln Place Holdings, LLC, a Delaware limited liability company] THESE CERTIFICATIONS AND ASSIGNMENT OF MEMBERSHIP INTEREST (the "Assignment") dated September , 2016 (the "Effective Date"), is made by: PKY LINCOLN PLACE HOLDINGS, LLC, a Delaware limited liability company ("Assignor"), to and for the benefit of COUSINS LINCOLN PLACE HOLDINGS, LLC, a Delaware limited liability company("Assignee"). 1. Background. A. This Assignment of Membership Interest involves that certain Agreement of Lease dated September 1, 1999, by and between City of Miami Beach, Florida, a municipal corporation duly organized and existing under the laws of the State of Florida, as Lessor ("Owner"), and 16`h Street Partners, LLC, a Florida limited liability company ("16`h Street"), as tenant, recorded in Official Records Book 18770, Page 46 the "Ground Lease") involving the Land underlying the improvements presently known as 1601 Washington Avenue, Miami Beach, Florida (collectively, the "Premises"), which Land is more particularly described in Exhibit"A" hereto; B. The Ground lease was amended by First Amendment to Agreement of Lease and Development Agreement, dated November 8, 2000, recorded in Official Records Book 19395, Page 1106, as re-recorded in Official Records Book 19794, Page 1219, all of the Public'Records of Miami-Dade County,Florida; C. On or about May 24, 2006, 16th Street assigned its leasehold interest to TAG Lincoln Place LLC, a Delaware limited liability company ("TAG") by Assignment and Assumption of Lessee's Interest in Ground Lease, as recorded in Official Records Book 24598,Page 2984, all of the Public Records of Miami-Dade County, Florida. In connection with the transaction, TAG and 16th Street, as Master Subtenant, entered into a Master Sublease, dated May 25, 2006, a short form of which is recorded as Memorandum of Lease, dated May 25, 2006, and recorded in Official Records Book 24598, Page 3094, of the Public Records of Miami-Dade County,Florida; D. On or about December 6, 2013, Andalex Holdings LLC, the owner of 100% of the membership interests of TAG, sold such membership interests of TAG to PKY Lincoln Place Holdings, LLC. Subsequent to said sale of membership interests, TAG changed its name to PKY Lincoln Place, LLC("Tenant"); E. On September 16, 2015, Owner, Tenant and Master Subtenant executed a Settlement Agreement, which affects the Ground Lease, as relates to the Master Subtenant during the term of the Master Sublease; F. All capitalized terms used but not defined in this letter shall have the meanings set forth in the Ground Lease, as amended (collectively, the "Ground Lease"). Page 1 of 10 2. Assignment. The ultimate owner of Tenant, Parkway Properties, Inc., a Maryland corporation ("Parkway"), having an address of 390 North Orange Avenue, Suite 2400, Orlando, Florida 32801, desires to merge into a subsidiary of Cousins Properties Incorporated, a Georgia corporation-("Cousins"), having an address at 191 Peachtree Street NE, Suite 500, Atlanta, GA 30303, on or about September 30, 2016, in accordance with the terms and conditions of the Merger Agreement (hereinafter defined). On April 28, 2016, Cousins, Clinic Sub Inc., a Maryland corporation that is a wholly owned subsidiary of Cousins ("Merger Sub"), Parkway, and Parkway Properties LP, a Delaware limited partnership ("Parkway LP"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Under the terms of the Merger Agreement, it is contemplated that Parkway will merge with and into Merger Sub (the Merger"), with Merger Sub continuing as the surviving corporation of the Merger. Pursuant to the reorganization undertaken around the time of the Merger, certain other transactions will occur that will result in Parkway LP transferring 100% of the membership interests of PKY Lincoln Place Holdings, LLC, a Delaware limited liability company("Assignor"and the owner of 100%of the membership interests in Tenant) to a new Delaware limited partnership, currently called Cousins Properties LP. Additionally, in connection with the foregoing, Tenant is going to change its name to Cousins Lincoln Place, LLC and PKY Lincoln Place Holdings, LLC is going to change its name to Cousins Lincoln Place Holdings, LLC ("Assignee" and the owner of 100% of the membership interests in Tenant). n c In exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby assigns and transfers to Assignee 100% of Assignor's membership interest and benefits in and to the Tenant as of the Effective Date. 3. Assumption. Assignee further agrees to assume all of the obligations of the Tenant under the Ground Lease. Assignee further agrees to be personally liable and subject to all conditions and restrictions to which the Tenant is subject under said Ground Lease. 4. This transactions described in Section 2 hereof constitutes a Sale of the Project under the Ground Lease and Owner's consent to same has been given pursuant to the Consent to Owner, attached and incorporated hereto (the "Consent"); and which Consent has been given subject to Assignor executing this Assignment, Assignee executing the Acknowledgement of Assignee, attached hereto, and the recording of this Assignment in the Public Records of Miami-Dade County, Florida. 5. Governing Law. This Assignment and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles and shall be binding on and inure to the benefit of Assignor, Assignee and their successors and assigns. Page 2 of 10 IN WITNESS WHEREOF, Assignor has executed this Assignment of Membership Interest as of the Effective Date. ASSIGNOR: PKY LINCOLN PLACE HOLDINGS, LLC, a Delaware limited liability company By: Name: Title: Date: By: Name: Title: Date: [Assignor's Signature page to Certifications and Assignment of Membership interest] MIAMI 5169045.2 82190/49332 Page 3 of 10 STATE OF SS: COUNTY OF The foregoing instrument was acknowledged before me this day of 2016, by as of PKY LINCOLN PLACE HOLDINGS, LLC, a Delaware limited liability company, on behalf of said company. He/She is personally known to me or has produced a driver's license as identification. Sign Name: Print Name: My Commission Expires: NOTARY PUBLIC Serial No. (none, if blank): [NOTARY SEAL] STATE OF ) ) SS: COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2016, by as of PKY LINCOLN PLACE HOLDINGS, LLC, a Delaware limited liability company, on behalf of said company. He/She is personally known to me or has produced a driver's license as identification. Sign Name: Print Name: My Commission Expires: NOTARY PUBLIC Serial No. (none, if blank): [NOTARY SEAL] [Assignor's Acknowledgement Page to Certifications and Assignment of Membership Interest] MIAMI 5169045.2 82190/49332 Page 4of10 ACKNOWLEDGMENT OF ASSIGNEE Assignee hereby acknowledges and accepts this Certification and Assignment of Membership Interest effective as of this day of , 2016. Ground Lease Obligations: By its acknowledgment and acceptance hereof, Assignee ratifies and confirms that it will continue compliance with and performance of the obligations of Tenant under the Ground Lease. ASSIGNEE: COUSINS LINCOLN PLACE HOLDINGS, LLC, a Delaware limited liability company By: Name: Title: [Acknowledgment of Assignee to Certifications and Assignment of Membership Interest] MIAMI 5169045.2 82190/49332 Page 5 of 10 STATE OF SS: COUNTY OF The foregoing instrument was acknowledged before me this _ day of 2016, by as of COUSINS LINCOLN PLACE HOLDINGS, LLC, a Delaware limited liability company, on behalf of said company. He/She is personally known to me or has produced a driver's license as identification. Sign Name: Print Name: My Commission Expires: NOTARY PUBLIC Serial No. (none, if blank): [NOTARY SEAL] [Acknowledgment of Assignee to Certifications and Assignment of Membership Interest] MIAMI 5169045.2 82190/49332 Page 6of10 CONSENT OF OWNER In accordance with Section 10.5(a) of the Ground Lease, the undersigned Owner hereby consents to the foregoing Assignment of Membership Interest, and pursuant to Section 36.2 of the Ground Lease, has waived its right to make a first offer to purchase the Interest in connection with this Assignment of Membership Interest. The foregoing consent is given, made, and entered into subject to Assignor executing this Assignment, Assignee's subsequent execution of the Assignment of Membership Interest and the acknowledgement of Assignee attached hereto, and the recording of this Assignment in the Public Records of Miami-Dade County, Florida, and shall not be deemed a consent or waiver to any subsequent assignment, transfer, or subletting, nor shall it be deemed or construed to be a waiver of any of the restrictions or limitations on assignment,transfer, or subletting as set forth in the Ground Lease. Dated this day of 0clo t3 t n. , 2016. Witnesses: OWNER: CITY OF MIAMI BEACH, FLORIDA, a municipa corporation if the State of Florida ATTEST: ' / - By: lame: f-iii 1 Eill c k Name: Jimmy L. Morales Title: ',City Manager 44/4/C_ Name: 6'43Q1,4 ti a:A.) rz ?ecr ikB : tts/ l n,il.,vr�o Y I. f+I \, Name: FeRN.D twib4 S(L\1(1 Name: ``afael E. G ;r-r wt%I11 Title: City CI \ B E,9 +,�,,,, _ //` \ o \ �0 o • �= [Consent of Owner to Certifications and Assignme ��•fOttmbe ,lne �_ II u•n�r' 1;1 •,r,1 tiGy APPROVED AS TO FORM & LANG AGE MIAMI 5 169045.2 82190/49332 & F R C ION Page 7 of 10 jQ 41 ( 6 ity Attorney A' Date • STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this y day of OctdbPr , 2016, by Jimmy L. Morales, as City Manager of CITY OF MIAMI BEACH, FLORIDA, a municipal corporation of the State of Florida, on behalf of said municipal corporation. He is personally known to me or has produced a driver's license as identification. Sign Name: �_s�„/".i! Print Name: L✓/ /' 0 My Commission Expires: NOTARY PUBLIC Serial No. (none, if blank): [NOTARY SEAL] UUA MY COMMISSION i FF0155322 STATE OF FLORIDA ) "' EXPIREaAu ust27,2o1B ••f,,�F:?,• Bca.'ad Thru Notary Public Underwriters SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this f! day of ©C 'el , 2016, by Rafael E. Granado, as City Clerk of CITY OF MIAMI BEACH, FLORIDA, a municipal corporation of the State of Florida, on behalf of said municipal corporation. He is personally known to me or has produced a driver's license as identification. Sign Name: « �� _ -- i /!r Print Name: My Commission Expires: NOTARY PUBLIC Serial No. (none, if blank): [NOTARY SEAL] LIUACARDILLO _•: ':.e MY COMMISSION a FF 155322 qul ;.��� o• EXPIRES:August 27,2018 .4:411;$'' Bonded Thru Notary Public Underwriters MIAMI 5169045.2 82190/49332 Page 8of10 • 4 EXHIBIT "A" Parcel 1: Lots 19 and 20, less the Western 94 feet thereof, and all of Lots 21 and 22, Block 54, Fisher's First Subdivision of Alton Beach, as recorded in Plat Book 2, Page 77 of the Public Records of Miami-Dade County, Florida. TOGETHER with the right of ingress and egress to and from Collins Avenue and the rear of Lot 19 hereinabove described over and across that certain 20' alleyway from the East side of said Lot 19 to Collins Avenue and more particularly described as the South 20 feet of the North 1/2 of Lot 4, Block 54 aforesaid. Parcel 2: The Westerly portions of Lots 19 and 20, Block 54, Fisher's First Subdivision of Alton Beach, according to the Plat thereof, recorded in Plat Book 2, Page 77, of the Public Records of Miami-Dade County, Florida, more particularly described as follows: COMMENCING at the point where the North lot line of Lot 19 meets the West lot line of Lot 19, then proceed along the Westerly lot lines of Lot 19 and 20 for a distance of 100 feet; thence East, paralleling the North lot line of Lot 21, a distance of 94 feet; thence North, paralleling the Westerly lot lines of Lots 19 and 20 a distance of 100 feet to the North line of Lot 19; thence West along the North lot line of Lot 19 to the POINT OF BEGINNING. Parcel 3: All of Lots 17 and 18 LESS the East 60 feet, and including the 20 feet of Alley now closed lying North of Lot 17 LESS the East 60 feet, all within Block 54, of Fisher's First Subdivision of Alton Beach, according to the Plat thereof, as recorded in Plat Book 2, Page 77 of the Public Records of Miami-Dade County, Florida. LESS AND EXCEPT: A portion of Lots 17, 18, and a vacated 20 foot alley, all within Block 54, Fisher's First Subdivision of Alton Beach, according to the Plat thereof, as recorded in Plat Book 2, Page 77, of the Public Records of Miami-Dade County, Florida, being more particularly described as follows: BEGIN at the Southwest corner of Lot 16 of said Block 54; thence South 00° 00' 00"West along the East right-of-way line of Washington Avenue for 116.79 feet; thence North 89° 57' 01" East along the South line of an existing two story building for 85.20 feet to the Southeast corner of said building; thence North 00° 00' 23"West along the Easterly line of said building and its Northerly extension thereof for 116.70 feet to a point on the North line of said vacated alley; thence North 89° 59' 29" West along the said North line also being the South line of Lots 15 and 16 of said Block 54 for 85.19 feet to the POINT OF BEGINNING. MIAMI 5169045.2 82190/49332 Page 9of10 Parcel 4 (Air Rights): A portion of Lots 17, 18, and a vacated 20 foot alley, all within Block 54, Fisher's First Subdivision of Alton Beach, according to the Plat thereof, as recorded in Plat Book 2, Page 77, of the Public Records of Miami-Dade County, Florida, being more particularly described as follows: BEGIN at the Southwest corner of Lot 16 of said Block 54; thence South 00° 00' 00"West along the East right-of-way line of Washington Avenue for 116.79 feet; thence North 89° 57' 01" East along the South line of an existing two story building for 85.20 feet to the Southeast corner of said building; thence North 00° 00' 23"West along the Easterly line of said building and its Northerly extension thereof for 116.70 feet to a point on the North line of said vacated alley; thence North 89° 59' 29" West along the said North line also being the South line of Lots 15 and 16 of said Block 54 for 85.19 feet to the POINT OF BEGINNING. The above described perimetrical boundary at elevation +29.00 feet, relative to the National Geodatic Vertical Datum of 1929. Folio Numbers: 02-3234-019-0840; 02-3234-019-0842 MIAMI 5169045.2 82190/49332 Page 10 of 10