0000950133-05-001725 Sample Contracts

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AMENDED AND RESTATED CONTRIBUTION AGREEMENT (Future Membership Interests) BY AND BETWEEN Carr Holdings, LLC a Maryland limited liability company, as Contributor AND Columbia Equity, LP, a Virginia limited partnership, as Acquirer
Contribution Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others) • Virginia

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of this 1st day of April, 2005 by and between Carr Holdings, LLC, a Maryland limited liability company (“Contributor”); and Columbia Equity, LP, a Virginia limited partnership (“Acquirer”).

AMENDMENT TO CONTRIBUTION AGREEMENT
Contribution Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)

This AMENDMENT TO CONTRIBUTION AGREEMENT (the “Amendment”) is made and entered into as of March 28, 2005 by and between Carr Capital Real Estate Investments, LLC, a Virginia limited liability company (“Contributor”) and Columbia Equity, LP, a Virginia limited partnership (“Acquirer”) with reference to the following facts:

MEMBERSHIP INTEREST SALE AGREEMENT (Independence Center) BY AND BETWEEN Holualoa K3 Westfields, LLC, an Arizona limited liability company, as Seller AND Columbia Equity LP, a Virginia limited partnership, as Purchaser
Membership Interest Sale Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others) • Virginia

THIS MEMBERSHIP INTEREST SALE AGREEMENT (this “Agreement”) is made as of this 31st day of January, 2005 by and between Holualoa K3 Westfields, LLC, an Arizona limited liability company (“Seller”); and Columbia Equity, LP, a Virginia limited partnership (“Purchaser”).

AMENDMENT TO CONTRIBUTION AGREEMENT
Contribution Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)

This AMENDMENT TO CONTRIBUTION AGREEMENT (the “Amendment”) is made and entered into as of March 30, 2005 by and between The Oliver Carr Company, a District of Columbia corporation (“Contributor”) and Columbia Equity, LP, a Virginia limited partnership (“Acquirer”) with reference to the following facts:

AMENDMENT TO CONTRIBUTION AGREEMENT
Contribution Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)

This AMENDMENT TO CONTRIBUTION AGREEMENT (the “Amendment”) is made and entered into as of March 28, 2005 by and between Carr Capital Real Estate Investments, LLC, a Virginia limited liability company (“Contributor”) and Columbia Equity, LP, a Virginia limited partnership (“Acquirer”) with reference to the following facts:

AMENDMENT TO MEMBERSHIP INTEREST SALE AGREEMENT
Membership Interest Sale Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)

This AMENDMENT TO MEMBERSHIP INTEREST SALE AGREEMENT (the “Amendment”) is made and entered into as of March 28, 2005 by and between Holualoa K3 Fair Oaks, LLC, an Arizona limited liability company (“Seller”) and Columbia Equity, LP, a Virginia limited partnership (“Purchaser”) with reference to the following facts:

AMENDMENT TO CONTRIBUTION AGREEMENT
Contribution Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)

This AMENDMENT TO CONTRIBUTION AGREEMENT (the “Amendment”) is made and entered into as of March 30, 2005 by and between Clinton D. Fisch and Tracey E. Fisch, as tenants-by-the-entirety (collectively, “Contributor”) and Columbia Equity, LP, a Virginia limited partnership (“Acquirer”) with reference to the following facts:

AMENDMENT TO MEMBERSHIP INTEREST SALE AGREEMENT
Membership Interest Sale Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)

This AMENDMENT TO MEMBERSHIP INTEREST SALE AGREEMENT (the “Amendment”) is made and entered into as of March 28, 2005 by and between Clark/Carr Investments, LLC, a Maryland limited liability company (“Seller”) and Columbia Equity, LP, a Virginia limited partnership (“Purchaser”) with reference to the following facts:

MEMBERSHIP INTEREST SALE AGREEMENT BY AND BETWEEN Clark/Carr Investments LLC, a Maryland limited liability company, as Seller AND Columbia Equity, LP, a Virginia limited partnership, as Purchaser
Membership Interest Sale Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others) • Virginia

THIS MEMBERSHIP INTEREST SALE AGREEMENT (this “Agreement”) is made as of this 8th day of March, 2005 by and between Clark/Carr Investments LLC, a Maryland limited liability company (“Seller”); and Columbia Equity, LP, a Virginia limited partnership (“Purchaser”).

AMENDMENT TO MEMBERSHIP INTEREST SALE AGREEMENT
Membership Interest Sale Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)

This AMENDMENT TO MEMBERSHIP INTEREST SALE AGREEMENT (the “Amendment”) is made and entered into as of March 29, 2005 by and between Hampton Sherwood, LLC, an Arizona limited liability company (“Seller”) and Columbia Equity, LP, a Virginia limited partnership (“Purchaser”) with reference to the following facts:

AMENDMENT TO MEMBERSHIP INTEREST SALE AGREEMENT
Membership Interest Sale Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)

This AMENDMENT TO MEMBERSHIP INTEREST SALE AGREEMENT (the “Amendment”) is made and entered into as of March 23, 2005 by and between Kulea, LLC, a Virginia limited liability company (“Seller”) and Columbia Equity, LP, a Virginia limited partnership (“Purchaser”) with reference to the following facts:

AMENDMENT TO CONTRIBUTION AGREEMENT
Contribution Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)

This AMENDMENT TO CONTRIBUTION AGREEMENT (the “Amendment”) is made and entered into as of March 30, 2005 by and between Carr Holdings, LLC, a Maryland limited liability company (“Contributor”) and Columbia Equity, LP, a Virginia limited partnership (“Acquirer”) with reference to the following facts:

AMENDMENT TO CONTRIBUTION AGREEMENT
Contribution Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)

This AMENDMENT TO CONTRIBUTION AGREEMENT (the “Amendment”) is made and entered into as of March 30, 2005 by and between Gregory Murdock, an individual (“Contributor”) and Columbia Equity, LP, a Virginia limited partnership (“Acquirer”) with reference to the following facts:

AMENDMENT TO MEMBERSHIP INTEREST SALE AGREEMENT
Membership Interest Sale Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others)

This AMENDMENT TO MEMBERSHIP INTEREST SALE AGREEMENT (the “Amendment”) is made and entered into as of March 28, 2005 by and between Holualoa Greenbriar, LLC, an Arizona limited liability company (“Seller”) and Columbia Equity, LP, a Virginia limited partnership (“Purchaser”) with reference to the following facts:

MEMBERSHIP INTEREST SALE AGREEMENT (Madison Place) BY AND BETWEEN Holualoa K3 Madison, LLC, an Arizona limited liability company, as Seller AND Columbia Equity, LP, a Virginia limited partnership, as Purchaser
Membership Interest Sale Agreement • April 27th, 2005 • Columbia Equity Trust, Inc. • Real estate agents & managers (for others) • Virginia

THIS MEMBERSHIP INTEREST SALE AGREEMENT (this “Agreement”) is made as of this 31st day of March, 2005 by and between Holualoa K3 Madison, LLC, an Arizona limited liability company (“Seller”); and Columbia Equity, LP, a Virginia limited partnership (“Purchaser”).

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