CONTRIBUTOR. 6055 Primacy Manager LLC, a Delaware limited liability company By: Priam Ventures Fund II, L.P., as Manager By: Priam Investors GP, LLC, its general partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Signatory OPERATING PARTNERSHIP: Priam Office Properties OP LP, a Delaware limited partnership By: Priam Properties Inc., its general partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer REIT Priam Properties Inc., a Maryland corporation By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer PRIAM GPS: Priam Capital GP, LLC, a Delaware limited liability company By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Person By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Person Priam Investors GP, LLC, a Delaware limited liability company By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Person By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Person Exhibit A Contributed Contributed Consideration Contributor Entity Interest Property OP Units (#) Cash ($) 6055 Primacy Manager LLC 6055 Primacy, LLC 0.01 % Primacy II 0 (1) 0 (1)
CONTRIBUTOR. DIAN, L.L.C., a North Carolina limited liability company By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Member Manager OPERATING PARTNERSHIP: ARMADA XXXXXXX, X.X., a Virginia limited partnership By: Armada Xxxxxxx Properties, Inc., its general partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer and President REIT: ARMADA XXXXXXX PROPERTIES, INC., a Maryland corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer and President EXHIBIT B Assignment The undersigned, for good and valuable consideration paid to the Assignor by ARMADA XXXXXXX, X.X., a Virginia limited partnership (“Assignee”), pursuant to the Contribution Agreement dated as of , 2013, by and between Assignor and Assignee (the “Agreement”) and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, does hereby sell, assign, transfer, convey and deliver to the Assignee, its successors and assigns, good and indefeasible right, title and interest to the [partnership or limited liability company interests/shares of common stock] described on Schedule A hereto, including, without limitation, all right, title and interest, if any, of the undersigned in and to the assets of each such [partnership/limited liability company/corporation] and the right to receive distributions of money, profits and other assets from each such partnership, presently existing or hereafter at any time arising or accruing, free and clear of all liens, encumbrances, security interests, pledges, voting agreements, prior assignments or conveyances, conditions, restrictions, claims, and any other matters affecting title thereto. The undersigned, for itself, its successors and assigns, hereby covenants and agrees that, at any time and from time to time after the date hereof, upon the written request of Assignee, the undersigned will, without further consideration, do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged and delivered, each of and all of such further acts, deeds, assignments, transfers, conveyances and assurances as may reasonably be required by Assignee in order to assign, transfer, set over, convey, assure and confirm unto and vest in Assignee, its successors and assigns, title to the interests described in Schedule A hereto Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.
CONTRIBUTOR. The Contributor is a Shareholder in the ----------- Company, and the Contributor's Shares in the Company are owned free and clear of all Liens, other than any liens in favor of the Company arising under the Limited Liability Company Agreement, provided that, the Contributor may pledge any or all of its Shares to the Collateral Agent under the Credit Agreement.
CONTRIBUTOR. Cxxx Capital Real Estate Investment, LLC, a Virginia limited liability company By: Cxxx Capital Corporation, a District of Columbia corporation, its managing member By: /s/ Oxxxxx X. Xxxx, III Name: Oxxxxx X. Xxxx, III Title: President ACQUIRER: Columbia Equity LP, a Virginia limited partnership By: Columbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ Oxxxxx X. Xxxx, III Name: Oxxxxx X. Xxxx, III Title: Chairman and Chief Executive Officer
CONTRIBUTOR. Asset Capital Corporation, L.L.C., a Delaware limited liability company By: /s/ Bxxxx Xxxxxx Name: Bxxxx Xxxxxx Title: Member/ Principal ADDRESS: 7315 Wisconsin Avenue Suite 205 East Bethesda, MD 20814 Contributor’s share is 100% of the Class B membership interests in the LLC and the estimated amount of Consideration Contributor is to receive is $700,000 of the Sale Proceeds in accordance with the LLC Operating Agreement. Such Consideration is to be paid in Shares with an estimated value of $700,000.
CONTRIBUTOR. OAKMEAD RESIDENCE ASSOCIATES, L.P., a Kansas limited partnership By: /s/ Jack X. XxXxxx ------------------------------------------- Jack X. XxXxxx, Xxneral Partner ACQUIROR: INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership By: Innkeepers Financial Corporation, a Virginia Corporation, its sole general partner By: /s/ Jeffxxx X. Xxxxxx --------------------------------------- Name: Jeffxxx X. Xxxxxx ------------------------------------ Title: President ----------------------------------- REIT: INNKEEPERS USA TRUST, a Maryland Real Estate Investment Trust By: /s/ Jeffxxx X. Xxxxxx -------------------------------------------- Name: Jeffxxx X. Xxxxxx ----------------------------------------- Title: Chairman of the Board and President ----------------------------------------
CONTRIBUTOR. Contributor represents and warrants to Acquiror that the following matters are substantially true in all material respects as of the Contract Date and shall be substantially true in all material respects as of the Closing Date.
CONTRIBUTOR. NORTHERN NEW MEXICO PROPERTIES, LLC, a New Mexico limited liability company /s/ Xxxxx Xxxxx By: Xxxxx Xxxxx, Member /s/ Xxx Xxxxxxxxx By: Xxx Xxxxxxxxx, Member /s/ Xxxxxxx Xxxxx By: Xxxxxxx Xxxxx, Member ACQUIROR: AMERICAN HOUSING INCOME TRUST, INC., a Maryland corporation /s/Xxxx Xxxxxx By: Xxxx Xxxxxx Title: Chief Executive Officer and President Exhibit A
CONTRIBUTOR. Not less than five (5) business days prior to the Closing Date, Contributor shall deliver to Acquiror a copy of each of the following items (the original of each to be executed if necessary and delivered to Acquiror at the Closing):
CONTRIBUTOR. Asset Capital Corporation, L.L.C., a Delaware limited partnership By: /s/ Bxxxx Xxxxxx Name: Bxxxx Xxxxxx Title: Member/Principal ADDRESS: 7000 Xxxxxxxxx Xxxxxx Xxxxx 000 Xxxx Xxxxxxxx, XX 00000 ACQUIRER: Asset Capital Corporation, Inc., a Maryland corporation By: /s/ Pxxxx X. Xxxxxxxx Name: Pxxxx X. Xxxxxxxx Title: Chairman MANAGING MEMBER: Asset Capital Corporation, L.L.C., a Delaware limited liability company By: /s/ Pxxxx X. Xxxxxxxx Name: Pxxxx X. Xxxxxxxx Title: Principal
