CONTRIBUTOR. 8200 Xxxxxxxxxx CIV LLC, a Delaware limited liability company By: Priam Venture Funds II, LP, 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: Priam Venture Funds II, LP, as Manager By: PRIAM Investors GP, LLC, its general partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Signatory 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 ($) 8200 Xxxxxxxxxx CIV LLC 8200 Xxxxxxxxxx, LLC 99.99 % 8200 Xxxxxxxxxx 117,934 0 Exhibit B
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 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. Asset Capital Corporation, L.L.C., a Delaware limited liability company By: /s/ Bxxxx Xxxxxx Name: Bxxxx Xxxxxx Title: Member/Principal ADDRESS: 7000 Xxxxxxxxx Xxxxxx Xxxxx 000 Xxxx Xxxxxxxx, XX 00000 Contributor’s share is 0.64% of the Class A membership interests in the LLC and the estimated amount of Consideration Contributor is to receive is $31,639 of the Sale Proceeds in accordance with the LLC Operating Agreement. Such Consideration is to be paid in cash equal to $9 and Shares with an estimated value of $31,630.
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: CEO & Chairman
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. 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. 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. 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. TMC Realty, L.L.C. and 8831-8833 Sunset, LLC (each a “Contributor” and collectively, “Contributor”).
