Common use of CONTRIBUTOR Clause in Contracts

CONTRIBUTOR. The Xxxxxx Xxxx Company, a District of Columbia corporation By: /s/ Xxxxxxx X. Xxxx ----------------------------------------- Name: Xxxxxxx X. Xxxx Title: President ACQUIRER: Columbia Equity, LP, a Virginia limited partnership By: Columbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxxx X. Xxxx, III -------------------------------- Name: Xxxxxx X. Xxxx, III -------------------------------- Title: Chairman & CEO -------------------------------- EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT The Xxxxxx Xxxx Company, a District of Columbia corporation ("Assignor"), for good and valuable consideration paid to the Assignor by Columbia Equity, LP, a [___________________] ("Assignee"), pursuant to the Contribution Agreement dated as of ____________, 2005, 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 title to the Membership Interest, free and clear of all liens, encumbrances, security interests, prior assignments, voting agreements, conditions, restrictions, pledges, claims, and other matters affecting title thereto, subject to the LLC Operating Agreement. Assignee does hereby accept the foregoing assignment and assumes and agrees to be responsible for all liabilities and obligations under the LLC Operating Agreement from and after the date hereof relating to the Membership Interest. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

CONTRIBUTOR. The Xxxxxx Oxxxxx Xxxx Company, a District of Columbia corporation By: /s/ Xxxxxxx Rxxxxxx X. Xxxx ----------------------------------------- Name: Xxxxxxx Rxxxxxx X. Xxxx Title: President ACQUIRER: Columbia Equity, LP, a Virginia limited partnership By: Columbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxxx Oxxxxx X. Xxxx, III -------------------------------- Name: Xxxxxx Oxxxxx X. Xxxx, III -------------------------------- Title: Chairman & CEO -------------------------------- and Chief Executive Officer EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT Assignment and Assumption Agreement The Xxxxxx Oxxxxx Xxxx Company, a District of Columbia corporation ("“Assignor"”), for good and valuable consideration paid to the Assignor by Columbia Equity, LP, a [___________________] Virginia limited partnership ("“Assignee"”), pursuant to the Contribution Agreement dated as of ____________[ ], 2005, 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 title to the Membership Interestmembership interests (the “Interests”) in the limited liability companies (the “Limited Liability Companies”) identified on Schedule 1 attached hereto, free and clear of all liens, encumbrances, security interests, prior assignments, voting agreements, conditions, restrictions, pledges, voting agreements, claims, and other matters affecting title thereto, subject to the LLC Operating Agreementoperating agreements of the Limited Liability Companies. Assignee does hereby accept the foregoing assignment Assignment and assumes and agrees to be responsible for all liabilities and obligations under the LLC Operating Agreement operating agreements of the Limited Liability Companies from and after the date hereof relating to the Membership InterestInterests. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

CONTRIBUTOR. The Xxxxxx Xxxx Company, a District of Columbia corporation By: /s/ Xxxxxxx X. Xxxx ----------------------------------------- ----------------------------------------------- Name: Xxxxxxx X. Xxxx Title: President ACQUIRER: Columbia Equity, LP, a Virginia limited partnership By: Columbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxxx X. Xxxx, III -------------------------------- ------------------------------------------- Name: Xxxxxx X. Xxxx, III -------------------------------- Title: Chairman & CEO -------------------------------- and Chief Executive Officer EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT The Xxxxxx Xxxx Company, a District of Columbia corporation ("Assignor"), for good and valuable consideration paid to the Assignor by Columbia Equity, LP, a [___________________] ("Assignee"), pursuant to the Contribution Agreement dated as of ____________, 2005, 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 title to the Membership Interest, free and clear of all liens, encumbrances, security interests, prior assignments, voting agreements, conditions, restrictions, pledges, claims, and other matters affecting title thereto, subject to the LLC Operating Agreement. Assignee does hereby accept the foregoing assignment Assignment and assumes and agrees to be responsible for all liabilities and obligations under the LLC Operating Agreement from and after the date hereof relating to the Membership Interest. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

CONTRIBUTOR. The Xxxxxx Xxxx Oliver Carr Company, a District of Columbia corporation xxxxxxxxion By: /s/ Xxxxxxx X. Xxxx ----------------------------------------- Richard W. Carr -------------------------------------------------- Name: Xxxxxxx X. Xxxx Richard W. Carr Title: President ACQUIRER: Columbia Equity, LP, a Virginia limited partnership By: Columbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxxx X. XxxxOliver T. Carr, III -------------------------------- ------------------------------------------- Name: Xxxxxx X. XxxxOliver T. Carr, III -------------------------------- Title: Chairman & CEO -------------------------------- Chairmax xxx Xxxxx Xxecutive Officer EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT The Xxxxxx Xxxx Oliver Carr Company, a District of Columbia corporation ("Assignor"), for good xxx xxxx and valuable consideration paid to the Assignor by Columbia Equity, LP, a [___________________] Virginia limited partnership ("Assignee"), pursuant to the Contribution Agreement dated as of [____________], 2005, 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 title to the Membership Interestmembership interests (the "Interests") in the limited liability companies (the "Limited Liability Companies") identified on Schedule 1 attached hereto, free and clear of all liens, encumbrances, security interests, prior assignments, voting agreements, conditions, restrictions, pledges, voting agreements, claims, and other matters affecting title thereto, subject to the LLC Operating Agreementoperating agreements of the Limited Liability Companies. Assignee does hereby accept the foregoing assignment Assignment and assumes and agrees to be responsible for all liabilities and obligations under the LLC Operating Agreement operating agreements of the Limited Liability Companies from and after the date hereof relating to the Membership InterestInterests. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

CONTRIBUTOR. The Xxxxxx Xxxx CompanyCxxx Capital Corporation, a District of Columbia corporation By: /s/ Xxxxxxx Oxxxxx X. Xxxx ----------------------------------------- Xxxx, III Name: Xxxxxxx Oxxxxx X. Xxxx Xxxx, III Title: President & Chief Executive Officer ACQUIRER: Columbia Equity, LP, a Virginia limited partnership By: Columbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxxx Oxxxxx X. Xxxx, III -------------------------------- Name: Xxxxxx Oxxxxx X. Xxxx, III -------------------------------- Title: Chairman & CEO -------------------------------- and Chief Executive Officer EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT The Xxxxxx Xxxx CompanyAssignment and Assumption Agreement Cxxx Capital Corporation, a District of Columbia corporation ("“Assignor"”), for good and valuable consideration paid to the Assignor by Columbia Equity, LP, a [___________________] Virginia limited partnership ("“Assignee"”), pursuant to the Contribution Agreement dated as of [____________], 2005, 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 title to the Membership InterestManagement Agreements, free and clear of all liens, encumbrances, security interests, prior assignments, voting agreements, conditions, restrictions, pledges, claims, and other matters affecting title thereto, subject to the LLC Operating AgreementManagement Agreements. Assignee does hereby accept the foregoing assignment Assignment and assumes and agrees to be responsible for all liabilities and obligations under the LLC Operating Agreement Management Agreements from and after the date hereof relating to the Membership InterestManagement Agreements. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

CONTRIBUTOR. The Xxxxxx Xxxx Company, a District of Columbia corporation By: /s/ Xxxxxxx X. Xxxx ----------------------------------------- ---------------------------------------------------- Name: :Xxxxxxx X. Xxxx Title: :President ACQUIRER: Columbia Equity, LP, a Virginia limited partnership By: :Columbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxxx X. Xxxx, III -------------------------------- ------------------------------------------------- Name: Xxxxxx X. Xxxx, III -------------------------------- Title: Chairman & CEO -------------------------------- and Chief Executive Officer EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT The Xxxxxx Xxxx Company, a District of Columbia corporation ("Assignor"), for good and valuable consideration paid to the Assignor by Columbia Equity, LP, a [___________________] ("Assignee"), pursuant to the Contribution Agreement dated as of ____________, 2005, 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 title to the Membership Interest, free and clear of all liens, encumbrances, security interests, prior assignments, voting agreements, conditions, restrictions, pledges, claims, and other matters affecting title thereto, subject to the LLC Xxxx Atrium Operating Agreement. Assignee does hereby accept the foregoing assignment Assignment and assumes and agrees to be responsible for all liabilities and obligations under the LLC Xxxx Atrium Operating Agreement from and after the date hereof relating to the Membership Interest. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

CONTRIBUTOR. The Xxxxxx Xxxx CompanyDIAN, L.L.C., a District of Columbia corporation North Carolina limited liability company By: /s/ Xxxxx X. Xxxxxxx X. Xxxx ----------------------------------------- Name: Xxxxx X. Xxxxxxx X. Xxxx Title: President ACQUIRERMember Manager OPERATING PARTNERSHIP: Columbia EquityARMADA XXXXXXX, LPX.X., a Virginia limited partnership By: Columbia Equity TrustArmada Xxxxxxx Properties, Inc., a Maryland corporation, its general partner By: /s/ Xxxxx X. Xxxxxx X. Xxxx, III -------------------------------- Name: Xxxxx X. Xxxxxx X. Xxxx, III -------------------------------- Title: Chairman & CEO -------------------------------- EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT The Xxxxxx Xxxx CompanyChief Executive Officer and President REIT: ARMADA XXXXXXX PROPERTIES, INC., a District of Columbia Maryland corporation ("Assignor")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 Columbia EquityARMADA XXXXXXX, LPX.X., a [___________________] Virginia limited partnership ("“Assignee"”), pursuant to the Contribution Agreement dated as of ____________, 20052013, 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 Membership Interest[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, prior assignmentspledges, voting agreements, prior assignments or conveyances, conditions, restrictions, pledges, claims, and any other matters affecting title thereto. The undersigned, subject to the LLC Operating Agreement. Assignee does for itself, its successors and assigns, hereby accept the foregoing assignment and assumes covenants and agrees that, at any time and from time to be responsible for all liabilities and obligations under the LLC Operating Agreement from and time after the date hereof relating 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 Membership Interest. 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 Xxxxxx Xxxx Company, a District of Columbia corporation By: /s/ Xxxxxxx X. Xxxx ----------------------------------------- ------------------------------------------------ Name: Xxxxxxx X. Xxxx Title: President ACQUIRER: Columbia Equity, LP, a Virginia limited partnership By: Columbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxxx X. Xxxx, III -------------------------------- ----------------------------------------------- Name: Xxxxxx X. Xxxx, III -------------------------------- Title: Chairman & CEO -------------------------------- EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT The Xxxxxx Xxxx Company, a District of Columbia corporation ("Assignor"), for good and valuable consideration paid to the Assignor by Columbia Columiba Equity, LP, a [___________________] ("Assignee"), pursuant to the Contribution Agreement dated as of ____________, 2005, 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 title to the Membership Interest, free and clear of all liens, encumbrances, security interests, prior assignments, voting agreements, conditions, restrictions, pledges, claims, and other matters affecting title thereto, subject to the LLC Xxxx Eye Operating Agreement. Assignee does hereby accept the foregoing assignment Assignment and assumes and agrees to be responsible for all liabilities and obligations under the LLC Xxxx Eye Operating Agreement from and after the date hereof relating to the Membership Interest. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.