Common use of CONTRIBUTOR Clause in Contracts

CONTRIBUTOR. DIAN, L.L.C., a North Carolina limited liability company By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Member Manager OPERATING PARTNERSHIP: ARMADA ▇▇▇▇▇▇▇, ▇.▇., a Virginia limited partnership By: Armada ▇▇▇▇▇▇▇ Properties, Inc., its general partner By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President REIT: ARMADA ▇▇▇▇▇▇▇ PROPERTIES, INC., a Maryland corporation By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President The undersigned, for good and valuable consideration paid to the Assignor by ARMADA ▇▇▇▇▇▇▇, ▇.▇., 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. DIAN, L.L.C.The O▇▇▇▇▇ ▇▇▇▇ Company, a North Carolina limited liability company District of Columbia corporation By: /s/ R▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: R▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: President Columbia Equity, LP, a Virginia limited partnership By: Columbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ O▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , III Name: O▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , III Title: Member Manager OPERATING PARTNERSHIP: ARMADA ▇▇▇▇▇▇▇, ▇.▇., a Virginia limited partnership By: Armada ▇▇▇▇▇▇▇ Properties, Inc., its general partner By: /s/ Chairman and Chief Executive Officer The O▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President REIT: ARMADA ▇▇▇▇▇▇▇ PROPERTIES, INC.Company, a Maryland District of Columbia corporation By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President The undersigned(“Assignor”), for good and valuable consideration paid to the Assignor by ARMADA ▇▇▇▇▇▇▇Columbia Equity, ▇.▇.LP, a Virginia limited partnership (“Assignee”), pursuant to the Contribution Agreement dated as of [ ], 20132005, 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 membership interests (the “Interests”) in the limited liability company interests/shares of common stock] described companies (the “Limited Liability Companies”) identified on Schedule A 1 attached 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 assignments, conditions, restrictions, pledges, voting agreements, prior assignments or conveyances, conditions, restrictions, claims, and any other matters affecting title thereto, subject to the operating agreements of the Limited Liability Companies. The undersigned, for itself, its successors Assignee does hereby accept the foregoing Assignment and assigns, hereby covenants assumes and agrees that, at any time to be responsible for all liabilities and obligations under the operating agreements of the Limited Liability Companies from time to time and 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 hereof relating to the interests described in Schedule A hereto Interests. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

CONTRIBUTOR. DIAN, L.L.C.The Oliver Carr Company, a North Carolina limited liability company By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Member Manager OPERATING PARTNERSHIP: ARMADA District of Columbia ▇▇▇▇▇▇▇▇ion By: /s/ Richard W. Carr -------------------------------------------------- Name: Richard W. Carr Title: President ACQUIRER: Columbia Equity, ▇.▇.LP, a Virginia limited partnership By: Armada ▇▇▇▇▇▇▇ PropertiesColumbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ Oliver T. Carr, III ------------------------------------------- Name: Oliver T. Carr, III Title: Chairma▇ ▇▇▇ ▇▇▇▇▇ ▇. ▇ecutive Officer EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT The Oliver Carr Company, a District of Columbia corporation ("Assignor"), ▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President REIT: ARMADA ▇▇▇▇▇▇▇ PROPERTIES, INC., a Maryland corporation By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President The undersigned, for good and valuable consideration paid to the Assignor by ARMADA ▇▇▇▇▇▇▇Columbia Equity, ▇.▇.LP, a Virginia limited partnership (“"Assignee”"), pursuant to the Contribution Agreement dated as of [__________], 20132005, 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 membership interests (the "Interests") in the limited liability company interests/shares of common stock] described companies (the "Limited Liability Companies") identified on Schedule A 1 attached 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 assignments, conditions, restrictions, pledges, voting agreements, prior assignments or conveyances, conditions, restrictions, claims, and any other matters affecting title thereto, subject to the operating agreements of the Limited Liability Companies. The undersigned, for itself, its successors Assignee does hereby accept the foregoing Assignment and assigns, hereby covenants assumes and agrees that, at any time to be responsible for all liabilities and obligations under the operating agreements of the Limited Liability Companies from time to time and 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 hereof relating to the interests described in Schedule A hereto Interests. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

CONTRIBUTOR. DIAN, L.L.C.s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ---------------------------------------- ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ACQUIRER: Columbia Equity LP, a North Carolina Virginia limited liability company partnership By: Columbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , III -------------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, III Title: President & CEO EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT ▇▇▇▇▇▇▇ Title: Member Manager OPERATING PARTNERSHIP: ARMADA ▇▇▇▇▇▇▇, ▇.▇., a Virginia limited partnership By: Armada ▇▇▇▇▇▇▇ Properties, Inc., its general partner By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President REIT: ARMADA ▇▇▇▇▇▇▇ PROPERTIES, INC., a Maryland corporation By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President The undersignedan individual ("Assignor"), for good and valuable consideration paid to the Assignor by ARMADA ▇▇▇▇▇▇▇Columiba Equity, ▇.▇.LP, a Virginia limited partnership [___________________] (“"Assignee”"), pursuant to the Contribution Agreement dated as of ____________, 20132004, 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 accruingMembership Interest, free and clear of all liens, encumbrances, security interests, pledgesprior assignments, voting agreements, prior assignments or conveyances, conditions, restrictions, pledges, claims, and any other matters affecting title thereto, subject to the LLC Operating Agreement. The undersigned, for itself, its successors Assignee does hereby accept the foregoing Assignment and assigns, hereby covenants assumes and agrees that, at any time to be responsible for all liabilities and obligations under the LLC Operating Agreement from time to time and 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 hereof relating to the interests described in Schedule A hereto Membership Interest. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

CONTRIBUTOR. DIAN, L.L.C.C▇▇▇ Capital Corporation, a North Carolina limited liability company District of Columbia corporation By: /s/ O▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , III Name: O▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , III Title: Member Manager OPERATING PARTNERSHIP: ARMADA ▇▇▇▇▇▇▇President & Chief Executive Officer Columbia Equity, ▇.▇.LP, a Virginia limited partnership By: Armada ▇▇▇▇▇▇▇ PropertiesColumbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ O▇▇▇▇▇ ▇. ▇▇▇▇▇▇ , III Name: O▇▇▇▇▇ ▇. ▇▇▇▇▇▇ , III Title: Chairman and Chief Executive Officer and President REIT: ARMADA ▇▇▇▇C▇▇▇ PROPERTIES, INC.Capital Corporation, a Maryland District of Columbia corporation By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President The undersigned(“Assignor”), for good and valuable consideration paid to the Assignor by ARMADA ▇▇▇▇▇▇▇Columbia Equity, ▇.▇.LP, a Virginia limited partnership (“Assignee”), pursuant to the Contribution Agreement dated as of [___], 20132005, 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 accruingManagement Agreements, free and clear of all liens, encumbrances, security interests, pledges, voting agreements, prior assignments or conveyancesassignments, conditions, restrictions, pledges, claims, and any other matters affecting title thereto, subject to the Management Agreements. The undersigned, for itself, its successors Assignee does hereby accept the foregoing Assignment and assigns, hereby covenants assumes and agrees that, at any time to be responsible for all liabilities and obligations under the Management Agreements from time to time and 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 hereof relating to the interests described in Schedule A hereto Management Agreements. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

CONTRIBUTOR. DIAN, L.L.C.The ▇▇▇▇▇▇ ▇▇▇▇ Company, a North Carolina limited liability company District of Columbia corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ----------------------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: President ACQUIRER: Columbia Equity, LP, a Virginia limited partnership By: Columbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , III ------------------------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , III Title: Member Manager OPERATING PARTNERSHIP: ARMADA ▇▇▇▇▇▇▇, ▇.▇., a Virginia limited partnership By: Armada ▇Chairman and Chief Executive Officer EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT The ▇▇▇▇▇▇ Properties, Inc., its general partner By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President REIT: ARMADA ▇▇▇▇▇▇▇ PROPERTIES, INC.Company, a Maryland District of Columbia corporation By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President The undersigned("Assignor"), for good and valuable consideration paid to the Assignor by ARMADA ▇▇▇▇▇▇▇Columbia Equity, ▇.▇.LP, a Virginia limited partnership [___________________] (“"Assignee”"), pursuant to the Contribution Agreement dated as of ____________, 20132005, 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 accruingMembership Interest, free and clear of all liens, encumbrances, security interests, pledgesprior assignments, voting agreements, prior assignments or conveyances, conditions, restrictions, pledges, claims, and any other matters affecting title thereto, subject to the LLC Operating Agreement. The undersigned, for itself, its successors Assignee does hereby accept the foregoing Assignment and assigns, hereby covenants assumes and agrees that, at any time to be responsible for all liabilities and obligations under the LLC Operating Agreement from time to time and 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 hereof relating to the interests described in Schedule A hereto Membership Interest. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

CONTRIBUTOR. DIAN, L.L.C.The ▇▇▇▇▇▇ ▇▇▇▇ Company, a North Carolina limited liability company District of Columbia corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ------------------------------------------------ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: President ACQUIRER: Columbia Equity, LP, a Virginia limited partnership By: Columbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , III ----------------------------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , III Title: Member Manager OPERATING PARTNERSHIP: ARMADA ▇▇▇▇▇▇▇, ▇.▇., a Virginia limited partnership By: Armada ▇Chairman & CEO EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT The ▇▇▇▇▇▇ Properties, Inc., its general partner By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President REIT: ARMADA ▇▇▇▇▇▇▇ PROPERTIES, INC.Company, a Maryland District of Columbia corporation By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President The undersigned("Assignor"), for good and valuable consideration paid to the Assignor by ARMADA ▇▇▇▇▇▇▇Columiba Equity, ▇.▇.LP, a Virginia limited partnership [___________________] (“"Assignee”"), pursuant to the Contribution Agreement dated as of ____________, 20132005, 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 accruingMembership Interest, free and clear of all liens, encumbrances, security interests, pledgesprior assignments, voting agreements, prior assignments or conveyances, conditions, restrictions, pledges, claims, and any other matters affecting title thereto, subject to the ▇▇▇▇ Eye Operating Agreement. The undersigned, for itself, its successors Assignee does hereby accept the foregoing Assignment and assigns, hereby covenants assumes and agrees that, at any time to be responsible for all liabilities and obligations under the ▇▇▇▇ Eye Operating Agreement from time to time and 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 hereof relating to the interests described in Schedule A hereto Membership Interest. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

CONTRIBUTOR. DIAN, L.L.C.The ▇▇▇▇▇▇ ▇▇▇▇ Company, a North Carolina limited liability company District of Columbia corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ---------------------------------------------------- Name:▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title:President ACQUIRER: Columbia Equity, LP, a Virginia limited partnership By:Columbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , III ------------------------------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , III Title: Member Manager OPERATING PARTNERSHIP: ARMADA ▇▇▇▇▇▇▇, ▇.▇., a Virginia limited partnership By: Armada ▇Chairman and Chief Executive Officer EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT The ▇▇▇▇▇▇ Properties, Inc., its general partner By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President REIT: ARMADA ▇▇▇▇▇▇▇ PROPERTIES, INC.Company, a Maryland District of Columbia corporation By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President The undersigned("Assignor"), for good and valuable consideration paid to the Assignor by ARMADA ▇▇▇▇▇▇▇Columbia Equity, ▇.▇.LP, a Virginia limited partnership [___________________] (“"Assignee”"), pursuant to the Contribution Agreement dated as of ____________, 20132005, 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 accruingMembership Interest, free and clear of all liens, encumbrances, security interests, pledgesprior assignments, voting agreements, prior assignments or conveyances, conditions, restrictions, pledges, claims, and any other matters affecting title thereto, subject to the ▇▇▇▇ Atrium Operating Agreement. The undersigned, for itself, its successors Assignee does hereby accept the foregoing Assignment and assigns, hereby covenants assumes and agrees that, at any time to be responsible for all liabilities and obligations under the ▇▇▇▇ Atrium Operating Agreement from time to time and 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 hereof relating to the interests described in Schedule A hereto Membership Interest. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

CONTRIBUTOR. DIAN, L.L.C.The ▇▇▇▇▇▇ ▇▇▇▇ Company, a North Carolina limited liability company District of Columbia corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ----------------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: President ACQUIRER: Columbia Equity, LP, a Virginia limited partnership By: Columbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , III -------------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ , III -------------------------------- Title: Member Manager OPERATING PARTNERSHIP: ARMADA ▇▇▇▇▇▇▇, ▇.▇., a Virginia limited partnership By: Armada ▇Chairman & CEO -------------------------------- EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT The ▇▇▇▇▇▇ Properties, Inc., its general partner By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President REIT: ARMADA ▇▇▇▇▇▇▇ PROPERTIES, INC.Company, a Maryland District of Columbia corporation By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer and President The undersigned("Assignor"), for good and valuable consideration paid to the Assignor by ARMADA ▇▇▇▇▇▇▇Columbia Equity, ▇.▇.LP, a Virginia limited partnership [___________________] (“"Assignee”"), pursuant to the Contribution Agreement dated as of ____________, 20132005, 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 accruingMembership Interest, free and clear of all liens, encumbrances, security interests, pledgesprior assignments, voting agreements, prior assignments or conveyances, conditions, restrictions, pledges, claims, and any other matters affecting title thereto, subject to the LLC Operating Agreement. The undersigned, for itself, its successors Assignee does hereby accept the foregoing assignment and assigns, hereby covenants assumes and agrees that, at any time to be responsible for all liabilities and obligations under the LLC Operating Agreement from time to time and 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 hereof relating to the interests described in Schedule A hereto Membership Interest. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.