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 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 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: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:

TRANSACTION NOTICE. Dear Ladies and Gentlemen: This Transaction Notice relates We refer 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 X.X. Xxxxxx Securities Inc.Master Repurchase Agreement, dated February 9as of December 20, 2010 2017 (the “Agreement”), among PMT ISSUER TRUST - FMSR, PennyMac Corp. (the “Seller”) and PennyMac Mortgage Investment Trust (the “Guarantor”). Unless otherwise Each capitalized term used but not defined below, capitalized terms defined in the Agreement herein shall have the same meanings when used hereinmeaning specified in the Agreement. This notice is being delivered by the Seller pursuant to Section 2.02 of the Agreement. Please be notified that the Seller hereby irrevocably requests that the Buyer enter into the following Transaction(s) with the Seller as follows: Purchase Price of Transaction Amount of Asset Base Outstanding Purchase Price The requested Purchase Date is . The Seller requests that the proceeds of the Purchase Price be deposited in the Seller’s account at , ABA Number , account number , References: , Attn: . The Seller hereby represents and warrants that each of Shares the representations and warranties made by the Seller in each of the Program Agreements to which it is a party is true and correct in all material respects, in each case, on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. Attached hereto is a true and correct Asset Schedule, which includes the Assets to be Soldsubject to the requested Transaction. PENNYMAC CORP. By: Minimum Price at which Shares may be Sold[Asset Schedule] EXHIBIT B FORM OF REQUEST FOR APPROVAL OF PARTICIPATION AGREEMENTS OR PARTICIPATION CERTIFICATES Dated: Date(s) on which Shares may be Sold[ ] PMT ISSUER TRUST—FMSR c/o Wilmington Savings Fund Society, FSB, as Owner Trustee 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 E-mail: xxxxxxxxx@xxxxxxxxxxxxxxx.xxx REQUEST FOR APPROVAL OF PARTICIPATION AGREEMENT OR PARTICIPATION CERTIFICATE Ladies and Gentlemen: We refer to the Master Repurchase Agreement, dated as of December 20, 2017 (the “Purchase DateAgreement”), by and among PMT ISSUER TRUST - FMSR, PennyMac Corp. (“Seller”) Discount/Commission: Manner and PennyMac Mortgage Investment Trust (“Guarantor”). Each capitalized term used but not defined herein shall have the meaning specified in which Shares are the Agreement. This request is being delivered by the Seller pursuant 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) 2.12 of the Agreement. The Agency Transaction shall Seller hereby requests that the following Participation Agreement(s) or Participation Certificate(s) be subject to all approved as eligible Participation Agreement(s) or Participation Certificate(s), as applicable: PARTICIPATION CERTIFICATES: Description of the representationsParticipation Certificate Participation Date PARTICIPATION AGREEMENTS: Description of Participation Agreement Portfolio Mortgage Loans Participation Date PENNYMAC CORP., warrantiesas Seller By: ACKNOWLEDGED AND AGREED: PMT ISSUER TRUST - FMSR, 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. Buyer By: Name: Title: Exhibit EXHIBIT C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) FORM OF THE DISTRIBUTION AGREEMENT This Officers’ Certificate is made pursuant to Section 5(a) of the Distribution Agreement (the “Agreement”) dated February 9MARGIN EXCESS NOTICE Dated: [ ] PMT ISSUER TRUST—FMSR c/o Wilmington Savings Fund Society, 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 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”)FSB, as supplemented by the prospectus supplement dated February 9Owner Trustee 000 Xxxxxxxx Xxxxxx, 2010 filed pursuant to Rule 424(b)(500xx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Phone Number: (000) promulgated under the Securities Act of 1933000-0000 Fax Number: (000) 000-0000 E-mail: xxxxxxxxx@xxxxxxxxxxxxxxx.xxx Credit Suisse First Boston Mortgage Capital LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, as amended Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxxx Phone Number: (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 000) 000-0000 Fax Number: (000) 000-0000 E-mail: xxxxxxx.xxxxxxxx@xxxxxx-xxxxxx.xxx Citibank, N.A. Corporate and Post GP HoldingsInvestment Banking 000 Xxxxxxxxx Xxxxxx, Inc.00xx Xxxxx Xxx Xxxx, the general partner of the Operating Partnership XX 00000 Attention: PMT ISSUER TRUST – FMSR Collateralized Notes Phone Number: (“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:000) 000-0000 Fax Number: (000) 000-0000 email: xxxxxxx.xxxxxxx@xxxx.xxx

TRANSACTION NOTICE. Dear : This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by between the Transaction Entities and among the CompanyXxxxxxx Lynch, Post Apartment HomesPierce, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.& Xxxxx Incorporated (“BAML”), dated February 9June 25, 2010 2015 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 BAML unless JPMS and until BAML accepts its terms in accordance with Section 2(a) of the Agreement. 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:C

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 X.X. Xxxxxx Securities Inc.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 JPMS Xxxxx unless JPMS 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: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 X.X. Xxxxxx Securities Inc. 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 0.001 per share, of Post Properties, Inc.JAVELIN Mortgage Investment Corp., a Georgia Maryland corporation (the “Company”), pursuant to the Distribution Agreement by and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership ARMOUR Residential Management LLC and J.P. Morxxx Xxxxxxxies LLC (the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.“Agent”), dated February 97, 2010 2014 (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: [Insert if lower than 2.0%] Manner in which Shares are Sharesare 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 the Agent unless JPMS the Agent 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 at any Time of Sale, any Purchase Date and any Settlement Date. Very truly yours, Post Properties, Inc. JAVELIN Mortgage Investment Corp. By: Name: Title: Exhibit C C-1 OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT This Officers’ Certificate is made pursuant to Section 5(a) COMPANY Dated __________, 20__ We, [name], [title] of the Distribution Agreement (the “Agreement”) dated February 9, 2010 by and among Post Properties, Inc., a Georgia corporation JAVELIN Mortgage Investment Corp. (the “Company”), Post Apartment Homesdo hereby certify that this certificate is signed by us pursuant to the Distribution Agreement dated February 7, L.P.2014 between the Company, a Georgia limited partnership ARMOUR Residential Management LLC (the “Operating PartnershipManager”) and 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 J.P. Morxxx Xxxxxxxies LLC (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 ProspectusAgreement”), 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 and do hereby further certify on behalf of the Company and Post GP HoldingsCompany, 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 X.X. Xxxxxx Securities Inc.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 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: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 X.X. Xxxxxx Securities Inc. 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 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 X.X. Xxxxxx Securities Inc.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. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company shall have agreed with the Sales Agent to engage in the following transaction: 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 the Company or the Sales Agent unless JPMS 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: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT This Officers’ Certificate is made pursuant to Section 5(a) ACCEPTED as of the Distribution Agreement (the “Agreement”) dated February 9date first above written DIAMONDROCK HOSPITALITY COMPANY By: Name: Title: DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP By: DiamondRock Hospitality Company, 2010 its general partner By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a separate written acceptance referencing this Notice and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and 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 delivered in accordance with 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:EXHIBIT C

TRANSACTION NOTICE. Dear : This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by and among between the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, Transaction Entities and X.X. Xxxxxx Securities Inc.LLC (“JPMS”), dated February 9June 25, 2010 2015 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 and until JPMS accepts its terms in accordance with Section 2(a) of the Agreement. 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: X.X. XXXXXX SECURITIES LLC By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:C

TRANSACTION NOTICE. Dear Ladies and Gentlemen: This Transaction Notice relates We refer 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 X.X. Xxxxxx Securities Inc.Master Repurchase Agreement, dated February 9as of December 19, 2010 2016 (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 representationsamong PNMAC GMSR ISSUER TRUST, warrantiesPennyMac Loan Services, 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: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT This Officers’ Certificate is made pursuant to Section 5(a) of the Distribution Agreement LLC (the “AgreementSeller”) dated February 9), 2010 by and among Post PropertiesPrivate National Mortgage Acceptance Company, Inc., a Georgia corporation LLC (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating PartnershipGuarantor”) and 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 NoCredit Suisse First Boston Mortgage Capital LLC. 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 Each capitalized term used but not defined herein shall have the meanings ascribed to them meaning specified in the Agreement. The undersigned are both officers This notice is being delivered by Seller pursuant to Section 2.02 of the Company and Post GP Holdings, Inc., Agreement. Please be notified that Seller hereby irrevocably requests that the general partner Buyer enter into the following Transaction(s) with the Seller as follows: Purchase Price of Transaction Amount of Asset Base Outstanding Purchase Price The requested Purchase Date is . Seller requests that the proceeds of the Operating Partnership Purchase Price be deposited in Seller’s account at , ABA Number , account number , References: , Attn: . Seller hereby represents and warrants that each of the representations and warranties made by Seller in each of the Program Agreements to which it is a party is true and correct in all material respects, in each case, on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. Attached hereto is a true and correct Asset Schedule, which includes the Assets to be subject to the requested Transaction. PENNYMAC LOAN SERVICES, LLC By: [Asset Schedule] EXHIBIT B FORM OF REQUEST FOR APPROVAL OF PARTICIPATION AGREEMENTS OR PARTICIPATION CERTIFICATES Dated: [ ] PNMAC GMSR ISSUER TRUST c/o Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, as Owner Trustee 500 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 E-mail: xxxxxxxxx@xxxxxxxxxxxxxxx.xxx REQUEST FOR APPROVAL OF PARTICIPATION AGREEMENT OR PARTICIPATION CERTIFICATE Ladies and Gentlemen: We refer to the Master Repurchase Agreement, dated as of December 19, 2016 (the “Agreement”), by and among PNMAC GMSR ISSUER TRUST, PennyMac Loan Services, LLC (“Post GPSeller”), Private National Mortgage Acceptance Company, LLC (“Guarantor”) and Credit Suisse First Boston Mortgage Capital LLC. They are Each capitalized term used but not defined herein shall have the duly authorized [Insert Title] meaning specified in the Agreement. This request is being delivered by Seller pursuant to Section 2.12 of the Company and Post GP and Agreement. Seller hereby requests that the duly authorized [Insert following Participation Agreement(s) or Participation Certificate(s) be approved as eligible Participation Agreement(s) or Participation Certificate(s), as applicable: PARTICIPATION CERTIFICATES: Description of Participation Certificate Participation Date PARTICIPATION AGREEMENTS: Description of Participation Agreement Pool No. Participation Date PennyMac Loan Services, LLC, as Seller By: ACKNOWLEDGED AND AGREED: PNMAC GMSR ISSUER TRUST, as Buyer By: Name: 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 PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by between the Transaction Entities and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.KeyBanc Capital Markets Inc. (“KeyBanc”), dated February 9June 25, 2010 2015 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 KeyBanc unless JPMS and until KeyBanc accepts its terms in accordance with Section 2(a) of the Agreement. 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: KEYBANC CAPITAL MARKETS INC. By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:C

TRANSACTION NOTICE. Dear ___________: This Transaction Notice relates to sets forth the terms of the agreement of X.X. Xxxxxx Securities Inc. (“JPMS”) with OGE Energy Corp., an Oklahoma corporation (the “Company”) relating the issuance and sale of Common Stockup to 2,500,000 shares of the Company’s common stock, par value $0.01 per share, of Post Properties, Inc., a Georgia corporation (the “Company”), share pursuant to the Distribution Agreement by between the Company and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.JPMS, dated February 9November 20, 2010 2008 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company shall have agreed with JPMS to engage in the following transaction: Type of Transaction: [Agency or Principal Transaction] 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 [Specify “at-the-market” or other method] Floor price: [Insert if any] Officers’ Certificate and Opinion Delivery Required?: [Yes] [No] The Agency Transaction set forth in this Transaction Notice will not be binding on the Company or JPMS unless and until the Company delivers its Acceptance; provided, however, that neither the Company nor JPMS accepts will be bound by the terms of this Notice unless the Company delivers its terms in accordance with Section 2(aAcceptance by ____ am/pm (New York time) of on [the Agreementdate hereof/________, 200_]. 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 Closing 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. X.X. XXXXXX SECURITIES INC. By: :______________________________ Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT This Officers’ Certificate is made pursuant to Section 5(a) ACCEPTED as of the Distribution Agreement (the “Agreement”) dated February 9, 2010 date first above written OGE ENERGY CORP. By:______________________ Name: Title: [Note: The Company’s Acceptance may also be evidenced by a separate written acceptance referencing this Notice and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and 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 delivered in accordance with 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:Exhibit B

TRANSACTION NOTICE. Dear : This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by between the Transaction Entities and among the CompanyXxxxxxx Lynch, Post Apartment HomesPierce, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.& Xxxxx Incorporated (“BAML”), dated February 9May 19, 2010 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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] Exh. B-1 The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS BAML unless JPMS and until BAML accepts its terms in accordance with Section 2(a) of the Agreement. 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Name: Title: Exh. B-2 Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:CERTIFICATE

TRANSACTION NOTICE. Dear __________: This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by between the Transaction Entities and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Deutsche Bank Securities Inc.Inc. (“DBS”), dated February November 9, 2010 2011 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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] Exh. B-1 The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS DBS unless JPMS and until DBS accepts its terms in accordance with Section 2(a) of the Agreement. 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:C

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 X.X. Xxxxxx Securities Inc.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 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: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 X.X. Xxxxxx Securities Inc. 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 PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by between the Transaction Entities and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.KeyBanc Capital Markets Inc. (“KeyBanc”), dated February 9March 8, 2010 2013 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 KeyBanc unless JPMS and until KeyBanc accepts its terms in accordance with Section 2(a) of the Agreement. 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: KEYBANC CAPITAL MARKETS INC. By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:C

TRANSACTION NOTICE. Dear : This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by and among between the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, Transaction Entities and X.X. Xxxxxx Securities Inc.Inc. (“JPMS”), dated February 9May 19, 2010 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 and until JPMS accepts its terms in accordance with Section 2(a) of the Agreement. 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: X.X. XXXXXX SECURITIES INC. By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:CERTIFICATE

TRANSACTION NOTICE. Dear : This Transaction Notice relates sets forth the terms of the agreement of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “Agent”) with Cathay General Bancorp, a Delaware corporation (the “Company”), 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 ATM Equity OfferingSM Sales Agreement by and among between the Company, Post Apartment Homes, L.P., a Georgia limited partnership Company and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.Agent, dated February 9November 23, 2010 2009 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company shall have agreed with the Agent to engage in the following transaction: Number of Shares to be Sold: Minimum Floor Price at which Shares may be Sold: Sold (if any): 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 the Company or the Agent unless JPMS accepts and until the Company delivers its Acceptance; provided, however, that neither the Company nor the 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/ , 200 ]. The Agency Transaction Transaction, if it becomes binding on the parties, shall be subject to all of the representations, warranties, agreements, 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 representations, warranties and warranties agreements 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 PropertiesXXXXXXX LYNCH, Inc. PIERCE, XXXXXX & XXXXX INCORPORATED By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT This Officers’ Certificate is made pursuant to Section 5(a) Transaction Notice ACCEPTED as of the Distribution Agreement (the “Agreement”) dated February 9, 2010 date first above written CATHAY GENERAL BANCORP By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a separate written acceptance referencing this Notice and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and 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 delivered in accordance with 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

TRANSACTION NOTICE. Dear : This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by between the Transaction Entities and among the CompanyXxxxxxx Lynch, Post Apartment HomesPierce, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.& Xxxxx Incorporated (“BAML”), dated February 9March 8, 2010 2013 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 BAML unless JPMS and until BAML accepts its terms in accordance with Section 2(a) of the Agreement. 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:C

TRANSACTION NOTICE. Dear : This Transaction Notice relates to sets forth the issuance and sale terms of Common Stockthe agreement of Banc One Capital Markets, par value $0.01 per share, of Post PropertiesInc. (“BOCM”) with MGE Energy, Inc., a Georgia Wisconsin corporation (the “Company”)) relating the issuance of up to shares of the Company’s common stock, par value $1.00 per share pursuant to the Distribution Agreement by between the Company and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.BOCM, dated February 9August , 2010 2003 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company shall have agreed with BOCM to engage in the following transaction: Type of Transaction: [Agency or Principal Transaction] 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[Specify “at-the-market” or other method] Option to purchase additional Shares pursuant to Section 3(c) of Agreement: [Insert if anyApplicable or Not Applicable] The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS the Company or BOCM unless JPMS accepts and until the Company delivers its Acceptance; provided, however, that neither the Company nor BOCM 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/ , 200 ]. 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 If the foregoing conforms to your understanding of the representations and warranties set forth our agreement, please so indicate by providing your Acceptance in the Agreement shall be deemed to have been made at and as of manner contemplated by the Time of Delivery and on any Purchase Date and any Settlement DateAgreement. Very truly yours, Post PropertiesBANC ONE CAPITAL MARKETS, Inc. INC. By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT This Officers’ Certificate is made pursuant to Section 5(a) ACCEPTED as of the Distribution Agreement (the “Agreement”) dated February 9date first above written MGE ENERGY, 2010 INC. By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a separate written acceptance referencing this Notice and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and 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 delivered in accordance with 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:Exhibit B

TRANSACTION NOTICE. Dear __________: This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by between the Transaction Entities and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.KeyBanc Capital Markets Inc. (“KeyBanc”), dated February November 9, 2010 2011 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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] Exh. B-1 The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS KeyBanc unless JPMS and until KeyBanc accepts its terms in accordance with Section 2(a) of the Agreement. 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: KEYBANC CAPITAL MARKETS INC. By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:CERTIFICATE

TRANSACTION NOTICE. Dear : This Transaction Notice relates sets forth the terms of the agreement of X.X. Xxxxxx Securities Inc. (“JPMS”) with CB Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”), relating to the issuance and sale of the Company’s Class A Common Stock, par value $0.01 per share, of Post Properties, Inc., a Georgia corporation (the “Company”), pursuant to the Distribution Agreement by between the Company and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.JPMS, dated February 9June [•], 2010 2009 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company shall have agreed with JPMS to engage in the following transaction: Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Sold (“Floor Price”): Date(s) on which Shares may be Sold: (“Purchase Date”) Discount/Commission: Commission (if different from Agreement): Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert Other Terms (if any] ): The Agency Transaction set forth in this Transaction Notice will not be binding on the Company or JPMS unless and until the Company delivers its Acceptance; provided, however, that neither the Company nor JPMS accepts will be bound by the terms of this Notice unless the Company delivers its terms in accordance with Section 2(aAcceptance by am/pm (New York time) of on [the Agreementdate hereof/ , 200 ]. 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. X.X. XXXXXX SECURITIES INC. By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT This Officers’ Certificate is made pursuant to Section 5(a) ACCEPTED as of the Distribution Agreement (the “Agreement”) dated February 9date first above written CB XXXXXXX XXXXX GROUP, 2010 INC. By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a separate written acceptance referencing this Notice and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and 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 delivered in accordance with 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 PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by and among between the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, Transaction Entities and X.X. Xxxxxx Securities Inc.LLC (“JPMS”), dated February November 9, 2010 2011 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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] Exh. B-1 The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS unless and until JPMS accepts its terms in accordance with Section 2(a) of the Agreement. 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: X.X. XXXXXX SECURITIES LLC By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:C

TRANSACTION NOTICE. Dear Xxx: This Transaction Notice relates to sets forth the issuance and sale terms of Common Stock, par value $0.01 per share, the agreement of Post PropertiesKnight Capital Markets LLC (“KCM”) with Rentech, Inc., a Georgia Colorado corporation (the “Company”), relating the issuance of shares of the Company’s common stock, par value $0.01 per share pursuant to the Distribution Agreement by between the Company and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.KCM, dated February 92, 2010 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company shall have agreed with KCM to engage in the following agency transaction: Number of Shares to be Sold: Minimum Price at which Shares may be Sold: (“Floor Price”) 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] At-the-market The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS the Company or KCM unless JPMS accepts and until the Company delivers its Acceptance; provided, however, that neither the Company nor KCM 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/ , 2010]. 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 Closing Date, except for representations and warranties that address matters only as of a certain 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. KNIGHT CAPITAL MARKETS LLC By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT This Officers’ Certificate is made pursuant to Section 5(a) ACCEPTED as of the Distribution Agreement (the “Agreement”) dated February 9date first above written RENTECH, 2010 INC. By: Name: Title: [Note: The Company’s acceptance may also be evidenced by a separate written acceptance referencing this Notice and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and 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 delivered in accordance with 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 PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by between the Transaction Entities and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Deutsche Bank Securities Inc.Inc. (“DBS”), dated February 9May 3, 2010 2021 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 DBS unless JPMS and until DBS accepts its terms in accordance with Section 2(a) of the Agreement. Exh. B-1 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:C

TRANSACTION NOTICE. Dear : This Transaction Notice relates sets forth the terms of the agreement of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) with CB Xxxxxxx Xxxxx Group, Inc., a Delaware corporation (the “Company”), relating to the issuance and sale of the Company’s Class A Common Stock, par value $0.01 per share, of Post Properties, Inc., a Georgia corporation (the “Company”), pursuant to the Distribution Agreement by between the Company and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.Xxxxxxx Xxxxx, dated February 9November 3, 2010 2009 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company shall have agreed with Xxxxxxx Xxxxx to engage in the following transaction: Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Sold (“Floor Price”): Date(s) on which Shares may be Sold: (“Purchase Date”) Discount/Commission: Commission (if different from the Agreement): Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert Other Terms (if any] ): The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS the Company or Xxxxxxx Xxxxx unless JPMS accepts and until the Company delivers its Acceptance; provided, however, that neither the Company nor Xxxxxxx Xxxxx 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 PropertiesXXXXXXX LYNCH, Inc. PIERCE, XXXXXX & XXXXX INCORPORATED By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT This Officers’ Certificate is made pursuant to Section 5(a) ACCEPTED as of the Distribution Agreement (the “Agreement”) dated February 9date first above written CB XXXXXXX XXXXX GROUP, 2010 INC. By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a separate written acceptance referencing this Notice and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and 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 delivered in accordance with 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 sets forth the terms of the agreement of Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”) with Xxxxxx Xxxxxxxx Materials, Inc., a North Carolina corporation (the “Company”), relating the issuance and sale of Common Stockup to ___ shares 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 between the Company and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.Xxxxx Fargo, dated February 9November 18, 2010 2009 (the “Distribution Agreement”). Unless otherwise defined below, capitalized terms defined in the Distribution Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company shall have agreed with Xxxxx Fargo to engage in the following transaction: Maximum Number of Shares to be Sold: Sold (the “Specified Number of Shares”): Minimum Price at which Shares may be Sold: Sold (“Floor Price”): Date(s) on which Shares may be Sold: Sold (each a “Purchase Date”) ): Discount/Commission: Commission (if different from Agreement): Manner in which Shares are to be Sold: Agency Transaction Floor priceOther Terms: [Insert if any] The Agency Transaction set forth in this Transaction Notice will shall not be binding on JPMS the Company or Xxxxx Fargo unless JPMS accepts and until the Company delivers its acceptance hereto; provided, however, that neither the Company nor Xxxxx Fargo will be bound by the terms in accordance with Section 2(aof this Notice unless the Company delivers its acceptance hereto by ___ am/pm (New York time) of on [the Agreementdate hereof/___, 2009. The Agency Transaction Transaction, if it becomes binding on the parties, shall be subject to all of the representations, warranties, agreements, covenants and other terms and conditions of the Distribution Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations representations, warranties and warranties agreements set forth in the Distribution Agreement shall be deemed to have been made at and as of the Time date of Delivery the Company’s acceptance hereto and on any Purchase Date Time of Sale and any Agency Settlement Date. If the foregoing conforms to your understanding of our agreement, please so indicate by providing your acceptance hereto in the manner contemplated by the Distribution Agreement. Very truly yours, Post PropertiesXXXXX FARGO SECURITIES, Inc. LLC By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT This Officers’ Certificate is made pursuant to Section 5(a) Accepted and agreed as of the date first above written: XXXXXX XXXXXXXX MATERIALS, INC. By: Name: Title: [Note: The Company’s acceptance may also be evidenced by a separate written acceptance referencing this Notice and delivered in accordance with 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 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:]

TRANSACTION NOTICE. Dear : This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by and among between the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, Transaction Entities and X.X. Xxxxxx Securities Inc.LLC (“JPMS”), dated February 9May 16, 2010 2018 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 and until JPMS accepts its terms in accordance with Section 2(a) of the Agreement. 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: X.X. XXXXXX SECURITIES LLC By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:C

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 X.X. Xxxxxx 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 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: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 X.X. Xxxxxx 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 to the issuance and sale of Common Stock, par value $0.01 per share, of Post PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by between the Transaction Entities and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Deutsche Bank Securities Inc.Inc. (“DBS”), dated February 9May 16, 2010 2018 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 DBS unless JPMS and until DBS accepts its terms in accordance with Section 2(a) of the Agreement. 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:C

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 X.X. Xxxxxx Securities Inc.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 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: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 X.X. Xxxxxx Securities Inc. 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 sets forth the issuance and sale terms of Common Stockthe agreement of Guggenheim Securities, par value $0.01 per share, of Post Properties, Inc.LLC (“Agent”) with TetraLogic Pharmaceuticals Corporation, a Georgia corporation organized under the laws of the State of Delaware (the “Company”), relating to the issuance and sale of the Company’s Common Stock, par value $0.0001 per share, pursuant to the Distribution Sales Agreement by between the Company and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.Agent, dated February 9March 13, 2010 2015 (the “Sales Agreement”). Unless otherwise defined below, capitalized terms defined in the Sales Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company shall have agreed with Guggenheim Securities to engage in the following transaction: Number of Shares to be Sold: Minimum Price at which Shares may be Sold: Date(s) on which Shares may be Sold: Sold (“Purchase Date”) ): Discount/Commission: Manner in which Shares are to be Soldsold: Agency Transaction Floor price: [Insert if any] The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS the Company or Agent unless JPMS accepts and until the Company delivers its Acceptance; provided, however, that neither the Company nor 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 City time) of on [the Agreementdate hereof , 2015 ]. The Agency Transaction Transaction, if it becomes binding on the parties, shall be subject to all of the representations, warranties, agreements, covenants and other terms and conditions of the Sales Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations representations, warranties and warranties agreements set forth in the Sales 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 Sales Agreement. Very truly yours, Post PropertiesGUGGENHEIM SECURITIES, Inc. LLC By: Name: Title: Accepted as of the date hereof: TETRALOGIC PHARMACEUTICALS CORPORATION By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT This A [Form of Officers’ Certificate is made pursuant to Section 5(a) Certificate] The undersigned, [ ], the [ ] of TetraLogic Pharmaceuticals Corporation, a corporation organized under the laws of the Distribution Agreement (the “Agreement”) dated February 9, 2010 by and among Post Properties, Inc., a Georgia corporation State of Delaware (the “Company”)) and [ ], Post Apartment Homesthe [ ] of the Company, L.P.pursuant to Section 4(a)(i) of the Sales Agreement between the Company and Guggenheim Securities, a Georgia limited partnership LLC, as agent, dated March 13, 2015 (the “Operating Partnership”) and 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 ProspectusSales Agreement”), each hereby certifies, in their respective capacities 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 followsthat:

TRANSACTION NOTICE. Dear __________: This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by between the Transaction Entities and among the CompanyBofA Securities, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.Inc. (“BofA Securities”), dated February 9May 3, 2010 2021 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 BofA Securities unless JPMS and until BofA Securities accepts its terms in accordance with Section 2(a) of the Agreement. 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: BOFA SECURITIES, INC. By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:C

TRANSACTION NOTICE. Dear Don: This Transaction Notice relates sets forth the terms of the agreement of Banc One Capital Markets, Inc. (“BOCM”) with Puget Energy, Inc., a Washington corporation (the “Company”) relating to the issuance and sale of Common Stockup to shares of the Company’s common stock, par value $0.01 per share, of Post Properties, Inc., a Georgia corporation (the “Company”), share pursuant to the Distribution Agreement by between the Company and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.BOCM, dated February 9July , 2010 2003 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company shall have agreed with BOCM to engage in the following transaction: Type of Transaction: [Agency or Principal Transaction] 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[Specify “at-the-market” or other method] Option to purchase additional Shares pursuant to Section 3(c) of Agreement: [Insert if anyApplicable or Not Applicable] The Agency Transaction set forth in this Transaction Notice will not be binding on JPMS the Company or BOCM unless JPMS accepts and until the Company delivers its Acceptance; provided, however, that neither the Company nor BOCM 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/ , 200_]. 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 If the foregoing conforms to your understanding of the representations and warranties set forth our agreement, please so indicate by providing your Acceptance in the Agreement shall be deemed to have been made at and as of manner contemplated by the Time of Delivery and on any Purchase Date and any Settlement DateAgreement. Very truly yours, Post PropertiesBANC ONE CAPITAL MARKETS, Inc. INC. By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT This Officers’ Certificate is made pursuant to Section 5(a) ACCEPTED as of the Distribution Agreement (the “Agreement”) dated February 9date first above written PUGET ENERGY, 2010 INC. By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a separate written acceptance referencing this Notice and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and 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 delivered in accordance with 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:Exhibit B

TRANSACTION NOTICE. Dear : This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by between the Transaction Entities and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Deutsche Bank Securities Inc.Inc. (“DBS”), dated February 9June 25, 2010 2015 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 DBS unless JPMS and until DBS accepts its terms in accordance with Section 2(a) of the Agreement. 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: DEUTSCHE BANK SECURITIES INC. By: Name: Title: By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:C

TRANSACTION NOTICE. Dear __________: This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by between the Transaction Entities and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.KeyBanc Capital Markets Inc. (“KeyBanc”), dated February 9May 3, 2010 2021 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 KeyBanc unless JPMS and until KeyBanc accepts its terms in accordance with Section 2(a) of the Agreement. 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: KEYBANC CAPITAL MARKETS INC. By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:C

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 X.X. Xxxxxx Securities Inc.Sales Agent, dated February 9November [24], 2010 2014 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company shall have agreed with the Sales Agent to engage in the following transaction: 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 the Company or the Sales Agent unless JPMS 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/ , 201 ]. 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: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT This Officers’ Certificate is made pursuant to Section 5(a) [ ] By: Name: Title: ACCEPTED as of the Distribution Agreement (the “Agreement”) dated February 9date first above written DIAMONDROCK HOSPITALITY COMPANY By: Name: Title: DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP By DiamondRock Hospitality Company, 2010 its general partner By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a separate written acceptance referencing this Notice and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and 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 delivered in accordance with 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:Exhibit C

TRANSACTION NOTICE. Dear : This Transaction Notice relates to sets forth the issuance and sale terms of Common Stock, par value $0.01 per share, the agreement of Post PropertiesX.X. Xxxxxx Securities Inc. (“JPMS”) with Health Net, Inc., a Georgia Delaware corporation (the “Company”), relating the issuance of up to shares of the Company’s common stock, par value $0.001 per share, pursuant to the Distribution Agreement by between the Company and among the Company, Post Apartment Homes, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.JPMS, dated February 9March , 2010 2007 (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 JPMS to be Sold: Minimum Price at which Shares may be Soldengage in the following transaction: Date(s) on which Shares may be Sold: (“Purchase Sale Date”) Discount/CommissionCommissions: [1% of the actual sales price of the Shares] Manner in which Shares are to be Sold: Agency Transaction Floor price: [Insert if anySpecify “at-the-market” or other method] The Agency Transaction transaction set forth in this Transaction Notice will not be binding on the Company or JPMS unless JPMS accepts and until the Company delivers its terms in accordance with Section 2(a) of the AgreementAcceptance. 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 Sale Date, the Closing 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. X.X. XXXXXX SECURITIES INC. By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT This Officers’ Certificate is made pursuant to Section 5(a) ACCEPTED as of the Distribution Agreement (the “Agreement”) dated February 9date first above written HEALTH NET, 2010 INC. By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a separate written acceptance referencing this Notice and among Post Properties, Inc., a Georgia corporation (the “Company”), Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”) and 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 delivered in accordance with 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:Exhibit B

TRANSACTION NOTICE. Dear : This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.01 per share, of Post PropertiesAmerican Campus Communities, Inc., a Georgia Maryland corporation (the “Company”), pursuant to the Equity Distribution Agreement by between the Transaction Entities and among the CompanyXxxxxxx Lynch, Post Apartment HomesPierce, L.P., a Georgia limited partnership and the Company’s operating partnership, and X.X. Xxxxxx Securities Inc.& Xxxxx Incorporated (“BAML”), dated February 9May 16, 2010 2018 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms that, as of the date of this Transaction Notice, neither the Prospectus, nor any Permitted Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 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 BAML unless JPMS and until BAML accepts its terms in accordance with Section 2(a) of the Agreement. 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 date of the Time of Delivery and on any Purchase Date and any Settlement Date. Very truly yours, Post PropertiesAMERICAN CAMPUS COMMUNITIES, Inc. INC. By: Name: Title: Accepted and agreed as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Name: Title: Exhibit C OFFICERS’ CERTIFICATE PURSUANT TO SECTION 5(A) OF THE DISTRIBUTION AGREEMENT 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 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:C