**EXHIBIT99.10**REGISTRATION RIGHTS AGREEMENT     This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as ofFebruary 10, 2007, among ProLogis, a Maryland real estate investment trust (the “Company”),and each of the Persons identified on the signature pages hereto (each, an “Investor” andtogether, the “Investors”).     WHEREAS, the Company, and certain of the Investors have entered into a Share PurchaseAgreement, dated the date hereof (the “Purchase Agreement”), and certain of the Investorshave entered into certain Termination and Compensation Agreements, each dated the date hereof(collectively with the Purchase Agreement, the “Transaction Agreements”), pursuant to whichthe Investors received and may receive in the future common shares of beneficial interest, $0.01par value per share, of the Company (“Common Shares”);     WHEREAS, the Company desires to provide the Investors with certain registration rights withrespect to the Common Shares to be acquired by the Investors pursuant to the TransactionAgreements.     NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:1. DEFINITIONS.     As used in this Agreement, the following terms shall have the following respective meanings:     “Affiliate”: with regard to a Person, a Person that controls, is controlled by, or isunder common control with, such original Person. For purposes of this definition, “control” whenused with respect to any Person means the power to direct the management and policies of suchPerson, directly or indirectly, whether through the ownership of voting securities, by contract orotherwise; and the terms “affiliated,” “controlling” and “controlled” have meanings correlative tothe foregoing.     “Commission”: the Securities and Exchange Commission or any other applicable Federalagency at the time administering the Securities Act.     “Company”: as defined in the preamble, and shall include, where the context requiresany Person into which the Company is merged or with which the Company is consolidated.     “Demand Registration”: an effective registration pursuant to a request made by theInvestors pursuant to Section 2.1.     “Exchange Act”: the Securities Exchange Act of 1934, as amended.     “Overhang Risk”: a substantial risk that the sale of some or all of the Shares soughtto be sold will substantially reduce the proceeds or price per Share to be derived from the sale.
 

 
     “Person”: an individual, partnership, corporation, company (including a limitedliability company), trust or unincorporated organization, or a government or agency or politicalsubdivision thereof.     “Securities Act”: the Securities Act of 1933, as amended.     “Shares”: the Common Shares issued or to be issued to the Investors pursuant toTransaction Agreements, including, without limitation, Common Shares issued pursuant to Schedule 4(other than Part 4 thereof) of the Purchase Agreement, and any other securities that subsequentlymay be issued or issuable by the Company as a result of a stock split or dividend or other similartransaction involving the Shares and any securities into which the Shares may thereafter be changedor exchanged as a result of the reincorporation of the Company or merger, consolidation,recapitalization or other similar transaction.     “Shelf Registration Statement”: the Company’s automatic shelf registration statementon Form S-3 (No. 333-132616) filed with the Commission on March 22, 2006 or any renewal orreplacement thereof. Additionally, a “Shelf Registration” refers to an effectiveregistration under Rule 415 of the Securities Act pursuant to the Shelf Registration Statement.     “Violation”: as defined in Section 3.2(a).2. REGISTRATION RIGHTS.     2.1 Demand Registration. During the period the Company is required to keep the ShelfRegistration Statement effective pursuant to Section 2.2 below, if the Company does not keep theShelf Registration Statement effective, or the Company is no longer eligible to use the ShelfRegistration Statement, to register the resale of the Shares pursuant to Rule 415 under theSecurities Act, the Investors holding a majority of the Shares may request the Company to file, andthe Company agrees to file, a registration statement to register the resale of some or all of theInvestors’ Shares, which registration statement will contemplate the ability of the Investors toengage in an underwritten offering. The Investors as a group shall be entitled to two DemandRegistrations, but no more than one in any 12-month period. The Company’s obligations in thisSection 2.1 are subject to Section 2.3.     2.2 Shelf Registration. (a) The Company shall maintain the effectiveness of the ShelfRegistration Statement until the earlier of (i) such time as the Investors no longer own any of theShares issued or to be issued pursuant to the Transaction Agreements and (ii) the date on which allShares owned by or to be issued to the Investors pursuant to the Transaction Agreements areeligible for resale without restriction pursuant to Rule 144 under the Securities Act. Within 30days following the date of this Agreement and from time to time thereafter, the Company shall filewith the Commission a prospectus supplement to register the resale of the Investors’ Shares. Eachparticipating Investor agrees to provide in a timely manner information regarding any proposeddistribution by such Investor of the Shares covered by such prospectus supplement and such otherinformation reasonably requested by the Company in connection with preparation of and for inclusionin the prospectus supplement. During the effectiveness of the Shelf Registration Statement or aDemand Registration Statement, the Investors shall be entitled, upon at least 30 days’ (in the caseof an underwritten offering) or 5 business days’ (in all other cases)
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priorwritten notice to the Company, to sell such number of Shares as are then registered pursuantto such registration statement. The Investors shall also give the Company prompt written notice ofthe consummation of such sale. The Company’s obligations in this Section 2.2 are subject toSection 2.3.     (b) Without limiting the remedies available to the Investors, the Company acknowledges thatany failure by it to comply with its obligations under Section 2 hereof may result in materialirreparable injury to the Investors for which there is no adequate remedy at law, that it wouldnot be possible to measure damages for such injuries precisely and that, in the event of any suchfailure, any Investor may obtain such relief as may be required to specifically enforce theCompany’s obligations under this Section 2.     2.3 Company’s Ability to Postpone. The Company shall have the right to postpone thefiling or effectiveness of a registration statement under Section 2.1 and each proposed sale ofShares by the Investors under an effective registration statement, for a reasonable period of time(not exceeding 90 days (whether or not consecutive) in any 12-month period) (the “BlackoutPeriod”) if the Company furnishes the Investors with a certificate signed by the ChiefExecutive Officer of the Company stating that he, in his good faith judgment, has determined thateffecting the registration or sale at such time would adversely affect a material financing,acquisition, disposition of assets or shares, merger or other comparable transaction or wouldrequire the Company to make public disclosure of information the public disclosure of which couldreasonably be expected to have a material adverse effect upon the Company; provided,however, that notwithstanding anything herein to the contrary, the Company shall only beentitled to exercise its rights under this Section 2.4 on one occasion during any 6-month period.     2.4 Registration Procedures. If and whenever the Company is required by any of theprovisions of this Agreement to effect the registration, and/or maintain the effectiveness of theregistration, of any of the Shares under the Securities Act, the Company shall use its best effortsto effect the registration and the sale of such Shares in accordance with the intended method ofdisposition thereof, and pursuant thereto the Company shall as expeditiously as possible:     (a) in the case of the Shelf Registration Statement, use its reasonable efforts tocause such registration statement to remain effective during the period the Company isrequired to keep the Shelf Registration Statement effective pursuant to Section 2.2 above;     (b) in the case of a Shelf Registration, before filing the prospectus supplementrelating to the resale of the Shares by the Investors, the Company shall afford theInvestors and their counsel a reasonable opportunity to review the prospectus supplementproposed to be filed. The Company shall not file any prospectus supplement in respect ofwhich the Investors or their counsel shall reasonably object in a timely manner;     (c) in the case of a Demand Registration, no later than 60 days after a request for aDemand Registration, prepare and file with the Commission a registration statement withrespect to such Shares and use its reasonable efforts to cause such registration statementto become effective and remain effective during the period the Company is required to keepthe registration statement effective pursuant to Section 2.2 above; provided, that,in the case of such Demand Registration, before filing a registration
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statement or prospectus or any amendments or supplements thereto, the Company shallfurnish to the counsel selected by the Investors copies of all such documents proposed to befiled, to the extent specifically requested by such counsel, including documents that are tobe incorporated by reference into the registration statement, amendment or supplement andshall afford the Investors, their counsel and the underwriters a reasonable opportunity toreview copies of all such documents proposed to be filed. The Company shall not file anyDemand Registration Statement or any amendments or supplements thereto in respect of whichthe Investor, their counsel or the underwriters shall reasonably object in a timely manner;     (d) notify the Investors (i) when a registration statement related to a DemandRegistration has been filed and when it has become effective and when any post-effectiveamendments thereto become effective, (ii) of any request by the Commission or any statesecurities authority for amendments and supplements to a Demand Registration or foradditional information after the Demand Registration has become effective, and (iii) of theissuance by the Commission or any state securities authority of any stop order suspendingthe effectiveness of a registration statement with respect to the resale of Shares or thequalification of the Shares in any jurisdiction described in Section 2.4(g) hereof or theinitiation of any proceedings for that purpose;     (e) prepare and file with the Commission such amendments and supplements to suchregistration statement and the prospectus used in connection therewith as may be necessaryto keep such registration statement effective and to comply with the provisions of theSecurities Act with respect to the sale or other disposition of all Shares covered by suchregistration statement whenever the Investors shall desire to sell or otherwise dispose ofthe same;     (f) furnish to the Investors and to each underwriter, if any, without charge, suchnumbers of copies of the registration statement, each amendment or supplement thereto, asummary prospectus or other prospectus, including a preliminary prospectus or any amendmentor supplement to any prospectus, in conformity with the requirements of the Securities Act,and such other documents, as the Investors may reasonably request, in order to facilitatethe public sale or other disposition of the Shares covered by such registration statement;     (g) use its reasonable efforts to register and qualify the Shares covered by suchregistration statement under such other securities or blue sky laws of such jurisdictionswithin the United States as the Investors shall reasonably request, and do any and all otheracts and things reasonably requested by the Investors to assist it to consummate the publicsale or other disposition in such jurisdictions within the United States of the Shares ownedby the Investors, except that the Company shall not for any such purpose be required toqualify to do business as a foreign corporation in any jurisdiction wherein it is not soqualified or to file therein any general consent to service of process;     (h) otherwise use its reasonable efforts to comply with all applicable rules andregulations of the Commission, and make available to its security holders, as soon as
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reasonably practicable, an earnings statement covering the period of at least twelvemonths, beginning with the first fiscal quarter beginning after the effective date of theregistration statement, which earnings statement shall satisfy the provisions of Section11(a) of the Securities Act;     (i) if the Investors intend to dispose of their Shares through an underwritten publicoffering, enter into and perform its obligations under an underwriting agreement, in a formreasonably satisfactory to the underwriter and the Company, with the managing underwriter ofsuch underwritten offering, including, without limitation, to obtain an opinion of counselto the Company and a “comfort letter” from the independent public accountants to the Companyin a form reasonably satisfactory to the underwriter and the Company for such underwrittenoffering;     (j) upon receipt of written notice, pursuant to Section 2.2 hereof, from the Investorsof their intention to sell Shares, notify the Investors of the happening of any event ofwhich it has knowledge as a result of which the prospectus included in the registrationstatement, as then in effect, contains an untrue statement of a material fact or omits tostate a material fact required to be stated therein or necessary to make the statementstherein not misleading in the light of the circumstances then existing, and, at the requestof the Investors (subject to the Company’s ability to postpone such filing pursuant toSection 2.3 hereof), the Company shall prepare a supplement or amendment to the prospectusso that, as thereafter delivered to the purchasers of such Shares, such prospectus shall notcontain an untrue statement of a material fact or omit to state a material fact required tobe stated therein or necessary to make the statements therein not misleading in the light ofthe circumstances then existing; provided, that the Investors shall refrain fromselling any Shares until such supplement or amendment to the prospectus has been filed;     (k) make every reasonable effort to prevent the entry of any order suspending theeffectiveness of the registration statement and, in the event of the issuance of any suchstop order, or of any order suspending or preventing the use of any related prospectus orsuspending the qualification of any security included in such registration statement forsale in any jurisdiction, the Company shall use its best efforts promptly to obtain thewithdrawal of such order;     (l) in the case of any underwritten offering, make the Company’s executive officersavailable in the United States for up to 5 business days for presentations to investors todiscuss the affairs of the Company at times that may be mutually and reasonably agreed upon(including, without limitation, to the extent customary, senior management attendance at duediligence meetings with the underwriters and their counsel and road shows); and provide theInvestors, the underwriter and their respective counsel and accountants such access to itsbooks and records, all as shall be necessary to conduct a reasonable investigation withinthe meaning of the Securities Act;     (m) use its reasonable efforts to list the Shares on any securities exchange on whichthe Shares are then listed, if the listing of such Shares is then permitted under the
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rules of such exchange; and to maintain the approval of the Shares for listing on suchexchange;     (n) cooperate with the Investors to facilitate the timely preparation and delivery ofcertificates representing the Shares to be sold and not bearing any restrictive legends andregistered in such name as the Investors may reasonably request at least two business daysprior to the closing of any sale of Shares made hereunder;     (o) with a view to making available to the Investors the benefits of Rule 144 under theSecurities Act (or any successor rule) and any other rule or regulation of the Commissionthat may at any time permit the Investors to sell Shares to the public without registration:(i) make and keep current public information available, as that term is understood anddefined in Rule 144, until the expiration of the period during which the Company is requiredto register the Shares pursuant to Section 2.2; (ii) file with the Commission in a timelymanner all reports and other documents required of the Company under the Exchange, and (iii)furnish to each Investor upon request, as long as such Investor owns any Shares, (A) awritten statement by the Company that it has complied with the reporting requirements of theExchange Act, (B) copies of the Company’s most recent Annual Report on Form 10-K, QuarterlyReports on Form 10-Q and Current Reports on Form 8-K and (C) such other information as maybe reasonably requested in order to avail such Investor of any rule or regulation of theCommission that permits the selling of any such Shares without registration; and     (p) upon the request of the Investors, take any and all other actions which may bereasonably necessary to complete the registration and thereafter to complete thedistribution of the Shares so registered.     2.5 Underwritten Offering.     (a) If the proposed sale by the Investors in a Demand Registration or ShelfRegistration is an underwritten offering, the Investors shall enter into an underwritingagreement in customary and usual form with the managing underwriter selected for suchunderwriting by the Investors. Each Investor hereby agrees that it may not participate inany underwritten offering hereunder unless it (i) agrees to sell its Shares on the basisprovided in the underwriting agreement and (ii) completes and executes all questionnaires,powers of attorney and other documents reasonably required under the terms of theunderwriting agreement or by the Company.     (b) If the managing underwriter in an underwritten offering advises that the number ofShares sought to be included in such offering would create an Overhang Risk, then the numberof Shares to be sold by the Investors participating in such offering shall be reduced to thenumber of Shares recommended by the managing underwriter on a pro rata basis with othershareholders entitled to participate in such offering.     (c) The Investors may not make more than one underwritten offering whether pursuant toa Demand Registration or Shelf Registration. For this purpose, “underwritten
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offerings” do not include block purchases from the Investors by brokers or dealerswithout any marketing efforts by the Company or the Investors.     (d) The Investors holding the majority of the Shares then remaining shall select themanaging underwriter for an underwritten offering.3. PROVISIONS APPLICABLE TO REGISTRATION RIGHTS.     3.1 Expenses.     (a) The Company shall pay all the Registration Expenses (as defined below) incident toperformance of or compliance by the Company with this Agreement, including ShelfRegistration or Demand Registration filed pursuant hereto (including any amendments orsupplements thereto). Except as provided herein, each Investor shall be responsible forunderwriters’ discounts or commissions or fees or fees of placement agents.     (b) The “Registration Expenses” shall consist of all expenses incurred in the ShelfRegistration or any Demand Registration (or any attempted Demand Registration that is notconsummated), including, without limitation, (i) the expenses of its counsel, including feesand expenses related to the preparation, printing and distribution of the registrationstatement and the prospectus used in connection therewith and any amendment or supplementthereto, (ii) any necessary accounting expenses, including any special audits which shall benecessary to comply with governmental requirements in connection with any such registration,including the expense related to any comfort letters, (iii) expenses of complying with thesecurities or blue sky laws of any jurisdictions, (iv) reasonable fees and disbursements ofone counsel for all Investors in connection with registration of the sale of the Shareshereunder (it being understood that such fees and disbursements shall not include any feesand disbursements of counsel relating to the negotiation or execution of this Agreement orany of the Transaction Agreements); (vi) Commission and self-regulatory organizationregistration and filing fees, and (vii) the reasonable fees and expenses of any specialexperts retained by the Company in connection with the registration.     3.2 Indemnification.     (a) Indemnity by Company. Without limitation of any other indemnity providedto the Investors, to the extent permitted by law, the Company will indemnify and holdharmless the Investors, the Affiliates, officers, directors and partners of the Investors,each underwriter (as defined in the Securities Act), and each Person, if any, who controlsthe Investors or an underwriter (within the meaning of the Securities Act), against anylosses, claims, damages, liabilities and expenses (joint or several) to which they maybecome subject under the Securities Act, the Exchange Act or other federal or state law,insofar as such losses, claims, damages, liabilities and expenses (or actions in respectthereof) arise out of or are based upon any of the following statements, omissions orviolations (collectively a “Violation”): (i) any untrue statement or alleged untruestatement of a material fact contained in such registration statements (including any
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preliminary prospectus or final prospectus contained therein or any amendments orsupplements thereto), (ii) the omission or alleged omission to state therein a material factrequired to be stated therein, or necessary to make the statements therein, in light of thecircumstances under which they were made, not misleading, or (iii) any other violation oralleged violation by the Company of the Securities Act, the Exchange Act, any statesecurities law or any rule or regulation promulgated under the Securities Act, the ExchangeAct or any state securities law, and the Company will reimburse the Investors and theirAffiliates, officers, directors or partners, underwriter and controlling person for anyreasonable legal or other expenses incurred by them in connection with investigating ordefending any such loss, claim, damage, liability, expense or action; provided,however, that the Company shall not be liable to the Investors in any such case forany such loss, claim, damage, liability, expense or action to the extent that it arises outof or is based upon a Violation which occurs in reliance upon and in conformity with writteninformation furnished expressly for use in connection with such registration by theInvestors or any Affiliate, officer, director, partner or controlling person thereof asprovided in section 3.2(b) below;     (b) Indemnity by the Investors. In connection with any registration statementin which the Investors are participating, the Investors will furnish to the Company inwriting such reasonably necessary information as the Company reasonably requests for use inconnection with any such registration statement or prospectus and, to the extent permittedby law, will indemnify the Company, its directors and officers and each Person who controlsthe Company (within the meaning of the Securities Act or Exchange Act) against any losses,claims, damages, liabilities and expenses resulting from any Violation, but only to theextent that such Violation is contained in any information furnished in writing to theCompany by the Investors stated to be specifically for use in such registration statement orprospectus (the furnishing of such reasonably necessary information by the Investors being acondition precedent to the Company’s obligation to cause the registration statement tobecome effective); provided, that the obligation to indemnify will be several andnot joint with any other Person and will be limited to the net amount received by theInvestors from the sale of Shares, pursuant to such registration statement.     (c) Notice; Right to Defend. Promptly after receipt by an indemnified partyunder this Section 3.2 of notice of the commencement of any action (including anygovernmental action), such indemnified party will, if a claim in respect thereof is to bemade against any indemnifying party under this Section 3.2, deliver to the indemnifyingparty a written notice of the commencement thereof and the indemnifying party shall have theright to participate in, and, if the indemnifying party agrees in writing that it will beresponsible for any costs, expenses, judgments, damages and losses incurred by theindemnified party with respect to such claim, jointly with any other indemnifying partysimilarly noticed, to assume the defense thereof with counsel mutually satisfactory to theparties; provided, however, that an indemnified party shall have the rightto retain its own counsel, with the fees and expenses to be paid by the indemnifying party,if the indemnified party reasonably believes that representation of such indemnified partyby the counsel retained by the indemnifying party would be inappropriate due to actual orpotential differing interests between such indemnified party and any other party
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represented by such counsel in such proceeding. The failure to deliver written noticeto the indemnifying party within a reasonable time of the commencement of any such actionshall relieve such indemnifying party of any liability to the indemnified party under thisSection 3.2 only if and to the extent that such failure is prejudicial to its ability todefend such action, and the omission so to deliver written notice to the indemnifying partywill not relieve it of any liability that it may have to any indemnified party other thanunder this Section 3.2. No indemnifying or indemnified party shall, without the priorwritten consent of the other party, which shall not be unreasonably withheld or delayed,settle or compromise or consent to the entry of any judgment with respect to any litigation,or any investigation or proceeding by any governmental agency or body, commenced orthreatened, or any claim whatsoever in respect of which indemnification or contributioncould be sought under this Section 3.2 (whether or not the other party is an actual orpotential party thereto), unless such settlement, compromise or consent: (i) includes anunconditional written release of each indemnified party from all liability arising out ofsuch litigation, investigation, proceeding or claim; and (ii) does not include a statementas to or an admission of fault, culpability or a failure to act by or on behalf of anyindemnified party.     (d) Contribution. If the indemnification provided for in this Section 3.2 isheld by a court of competent jurisdiction to be unavailable to an indemnified party withrespect to any loss, liability, claim, damage or expense referred to therein, then theindemnifying party, in lieu of indemnifying such indemnified party thereunder, shallcontribute to the amount paid or payable by such indemnified party as a result of such loss,liability, claim, damage or expense in such proportion as is appropriate to reflect therelative fault of the indemnifying party on the one hand and of the indemnified party on theother hand in connection with the statements or omissions which resulted in such loss,liability, claim, damage or expense as well as any other relevant equitable considerations.The relative fault of the indemnifying party and the indemnified party shall be determinedby reference to, among other things, whether the untrue or alleged untrue statement of amaterial fact or the omission to state a material fact relates to information supplied bythe indemnifying party or by the indemnified party and the parties’ relative intent,knowledge, access to information and opportunity to correct or prevent such statement oromission. Notwithstanding the foregoing, the amount an Investor shall be obligated tocontribute pursuant to this Section 3.2(d) shall be limited to an amount equal to theproceeds to such Investor of the Shares sold pursuant to the registration statement whichgives rise to such obligation to contribute (less the aggregate amount of any damages whichsuch Investor has otherwise been required to pay in respect of such loss, claim, damage,liability or action or any substantially similar loss, claim, damage, liability or actionarising from the sale of such Shares).     (e) Survival of Indemnity. The indemnification provided by this Section 3.2shall be a continuing right to indemnification and shall survive the registration and saleof any securities by any Person entitled to indemnification hereunder and the expiration ortermination of this Agreement.     3.3 Investors Status and Responsibilities. The Investors acknowledge the limitationsthat may be imposed upon the Investors under Section 10 of the Exchange Act and the rules and
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regulations thereunder in connection with the Investors’ sale or transfer of Shares and agreesto sell or transfer any such Shares only subject to any such applicable limitations.4. MISCELLANEOUS.     4.1 Amendment; Termination. This Agreement may be amended, modified or supplementedbut only in writing signed by each of the parties hereto. This Agreement shall terminate when theInvestors no longer own any Shares.     4.2 Notices. Any notice, request, instruction or other document to be given hereunderby a party hereto shall be in writing and shall be deemed to have been given, (a) when received ifgiven in person or by courier or a courier service, (b) on the date of transmission if sent byfacsimile or email (which is confirmed) or (c) three business days after being deposited in theU.S. mail, certified or registered mail, postage prepaid:If to the Company, addressed as follows: