X0306 4 2019-06-14 1 0001176373 TIER REIT INC TIER 0001324355 Fordham Scott W 5950 SHERRY LANE, SUITE 700 DALLAS TX 75225 1 1 0 0 Chief Executive Officer Common Stock 2019-06-14 4 F 0 28155 28.58 D 270490 D Common Stock 2019-06-14 4 M 0 25814 0 A 296304 D Common Stock 2019-06-14 4 A 0 58479 0 A 354783 D Common Stock 2019-06-14 4 F 0 33169 28.58 D 321614 D Common Stock 2019-06-14 4 M 0 36498 0 A 358112 D Common Stock 2019-06-14 4 A 0 77363 0 A 435475 D Common Stock 2019-06-14 4 F 0 44804 28.58 D 390671 D Common Stock 2019-06-14 4 A 0 52697 0 A 443368 D Common Stock 2019-06-14 4 F 0 20736 28.58 D 422632 D Common Stock 2019-06-14 4 D 0 422632 D 0 D Common Stock 2019-06-14 4 D 0 2600 D 0 I By wife Restricted Stock Units 0.0 2019-06-14 4 M 0 12907 0 D 2019-12-31 2019-12-31 Common Stock 12907 0 D Restricted Stock Units 0.0 2019-06-14 4 M 0 18249 0 D 2020-12-31 2020-12-31 Common Stock 18249 0 D Shares withheld upon the vesting of restricted stock to pay the reporting person's tax withholding obligations as permitted under the TIER REIT Inc. 2015 Equity Incentive Plan (the "TIER Equity Plan"). Pursuant to the agreement and plan of merger, dated as of March 25, 2019 (as amended or supplemented from time to time, the "Merger Agreement"), by and among TIER REIT, Inc. ("TIER"), Cousins Properties Incorporated ("Cousins") and Murphy Subsidiary Holdings Corporation ("Murphy Sub"), on June 14, 2019, TIER merged with and into Murphy Sub, with Murphy Sub surviving the merger (the "Merger"). As a result of the Merger, immediately prior to the effective time of the Merger, each award of restricted shares of TIER common stock, par value $0.0001 per share ("TIER Common Stock"), outstanding became fully vested in accordance with the terms of the TIER Equity Plan, the award agreement evidencing the grant of such restricted shares of TIER Common Stock or other agreement or document evidencing such grant. Represents restricted stock units under TIER's long-term incentive program that were earned based on the achievement of certain performance criteria for the performance measurement period beginning on January 1, 2017 and continuing through May 31, 2019. As a result of the Merger, immediately prior to the effective time of the Merger, each award of TIER restricted stock units outstanding became vested to the extent provided in the TIER Equity Plan, the award agreement evidencing the grant of such restricted stock units or other agreement or document evidencing such grant. Shares withheld upon the vesting of restricted stock units to pay the reporting person's tax withholding obligations as permitted under the TIER Equity Plan. Represents restricted stock units under TIER's long-term incentive program that were earned based on the achievement of certain performance criteria for the performance measurement period beginning on January 1, 2018 and continuing through May 31, 2019. As a result of the Merger, immediately prior to the effective time of the Merger, each award of TIER restricted stock units outstanding became vested to the extent provided in the TIER Equity Plan, the award agreement evidencing the grant of such restricted stock units or other agreement or document evidencing such grant. Represents restricted stock units under TIER's long-term incentive program that were earned based on the achievement of certain performance criteria for the performance measurement period beginning on January 1, 2019 and continuing through May 31, 2019. Following the determination of the achievement of the performance criteria, the restricted stock units were prorated in accordance with the TIER Equity Plan, the award agreement evidencing the grant of such restricted stock units or other agreement or document evidencing such grant. As a result of the Merger, immediately prior to the effective time of the Merger, each award of TIER restricted stock units outstanding became vested to the extent provided in the TIER Equity Plan, the award agreement evidencing the grant of such restricted stock units or other agreement or document evidencing such grant. Pursuant to the Merger Agreement, each outstanding share of TIER common stock held by the reporting person was automatically converted into the right to receive 2.98 shares of Cousins common stock, par value $1.00 per share ("Cousins Common Stock"), subject to any withholding required under applicable tax law, plus cash in lieu of any fractional shares of Cousins Common Stock. On June 13, 2019, the closing price of TIER Common Stock was $28.58 and the closing price of Cousins Common Stock was $9.61. /s/ Telisa Webb Schelin, as attorney-in-fact 2019-06-14