**Exhibit 10.1**    **REGISTRATION RIGHTS AGREEMENT****BY AND AMONG****COGDELL SPENCER INC. AND CERTAIN PERSONS**    **LISTED ON SCHEDULE 1 HERETO**    **dated as of****November 1, 2005**
 

 
           **Page** SECTION 1. DEFINITIONS  1        SECTION 2. SHELF REGISTRATIONS  3        SECTION 3. BLACK-OUT PERIODS  4        SECTION 4. REGISTRATION PROCEDURES  4        SECTION 5. INDEMNIFICATION  7        SECTION 6. MARKET STAND-OFF AGREEMENT.  9        SECTION 7. COVENANTS RELATING TO RULE 144  9        SECTION 8. MISCELLANEOUS  9 -i-
 

 
**REGISTRATION RIGHTS AGREEMENT**     This REGISTRATION RIGHTS AGREEMENT (this “**Agreement**”), dated as of November 1, 2005,is made and entered into by and among Cogdell Spencer Inc., a Maryland corporation (the“**Company**”), and certain persons listed on Schedule 1 hereto (such persons, in theircapacity as holders of Registrable Securities, the “**Holders**” and each the“**Holder**”). Capitalized terms not otherwise defined herein shall have the meanings ascribedto them in Section 1 hereto.WITNESSETH:     WHEREAS, the Company and existing holders of membership interests or partnership interests(the “**Interests**”) in 31 limited liability companies or limited partnerships (the“**Existing Entities**”) and stockholders in Cogdell Spencer Advisors Inc., a North Carolinacorporation, listed under paragraph (a) of Schedule 1 hereto (the “**Investors**”) inconnection with the initial public offering of the Company have entered into Irrevocable Exchangeand Subscription Agreements, dated as of August 8, 2005, pursuant to which such Investorssubscribed for (i) shares of common stock, par value $.01 per share, of the Company (suchsubscribed shares in the aggregate, the “**Common Stock**”), and pursuant to which the Companyagreed that it shall issue to the Investors the Common Stock; and     WHEREAS, Cogdell Spencer L.P., a Delaware limited partnership, and certain persons listedunder paragraph (b) of Schedule 1 hereto in connection with the initial public offering ofthe Company have entered into certain Irrevocable Exchange and Subscription Agreements, pursuant towhich such persons exchanged their Interests in exchange for (i) units representing limitedpartnership interests (the “**OP Units**”) of Cogdell Spencer OP, exchangeable, under certaincircumstances, into the Common Stock on a one-for-one basis; and     WHEREAS, the Company desires to enter into this Agreement with the Holders in order to grantthe Holders the registration rights contained herein.     NOW, THEREFORE, in consideration of the premises and the mutual promises and covenantscontained in this Agreement, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:     Section 1. Definitions. As used in this Agreement, the following terms shall have thefollowing meanings:     “**Affiliate**” shall mean, when used with reference to a specified Person, (i) anyPerson that directly or indirectly through one or more intermediaries, Controls or is Controlled byor is under common Control with the specified Person; (ii) any Person who, from time to time, is amember of the Immediate Family of a specified Person; (iii) any Person who, from time to time, isan officer or director or manager of a specified Person; or (iv) any Person who, directly orindirectly, is the beneficial owner of 50% or more of any class of equity securities or otherownership interests of the specified Person, or of which the specified Person is directly orindirectly the owner of 50% or more of any class of equity securities or other ownership interests.     “**Agreement**” shall mean this Registration Rights Agreement as originally executed andas amended, supplemented or restated from time to time.     “**Board**” shall mean the Board of Directors of the Company.
 

 
     “**Business Day**” shall mean each day other than a Saturday, a Sunday or any other dayon which banking institutions in the State of New York are authorized or obligated by law orexecutive order to be closed.     “**Common Stock**” shall have the meaning set forth in the Recitals hereof.     “**Commission**” shall mean the Securities and Exchange Commission and any successorthereto.     “**Company**” shall have the meaning set forth in the introductory paragraph hereof.     “**Control**” (including the terms “**Controlling**,” “**Controlled by**” and“**under common Control with**”) shall mean the possession, direct or indirect, of the power todirect or cause the direction of the management and policies of a Person through the ownership ofVoting Power, by contract or otherwise.     “**Exchange Act**” shall mean the Securities Exchange Act of 1934, as amended (or anycorresponding provision of succeeding law) and the rules and regulations thereunder.     “**Holder**” shall mean each holder of the Common Stock or OP Units, listed in Schedule 1hereto, in his, her or its capacity as a holder of Registrable Securities. For purposes of thisAgreement, the Company may deem and treat the registered holder of a Registrable Security as theHolder and absolute owner thereof, unless notified to the contrary in writing by the registeredHolder thereof.     **"****Inspectors****”**shall have the meaning set forth in Section 4(a)(xv) hereof.     “**Investors**” shall have the meaning set forth in the Recitals hereof.     “**IPO**” means an underwritten initial public offering by the Company of the Common Stockpursuant to the Form S-11 Registration Statement (No. 333-127396) filed by the Company with theCommission under the Securities Act.     “**OP Units**” shall have the meaning set forth in the Recitals hereof.     “**Person**” shall mean any individual, partnership, corporation, limited liabilitycompany, joint venture, association, trust, unincorporated organization or other governmental orlegal entity.     **"****Records**” shall have the meaning set forth in Section 4(a)(xv) hereof.     “**Registrable Securities**” shall mean at any time a class of equity securities of theCompany or of a successor to the entire business of the Company which (i) are (A) the Common Stockand (B) the Common Stock that may be acquired by the Holders in connection with the exercise bysuch Holders of the exchange rights associated with the OP Units and (ii) are of a class ofsecurities that are listed for trading on a national securities exchange; provided,however, such Registrable Securities shall cease to be Registrable Securities when (A) aregistration statement with respect to the sale of such Registrable Securities shall have becomeeffective under the Securities Act and all such Registrable Securities shall have been disposed ofin accordance with such registration statement, (B) such Registrable Securities shall have beensold under circumstances in which all of the applicable conditions of Rule 144 (or any successorprovision) under the Securities Act are met, (C) such Registrable Securities become eligible to bepublicly sold without limitation as to amount or manner of sale pursuant to Rule 144(k) (or anysuccessor provision) under the Securities Act, or (D) such Registrable Securities have ceased to beoutstanding.
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     “**Registration Expenses**” shall mean (i) the fees and disbursements of counsel andindependent public accountants for the Company incurred in connection with the Company’sperformance of or compliance with this Agreement, including the expenses of any special audits or“comfort” letters required by or incident to such performance and compliance, and any premiums andother costs of policies of insurance obtained by the Company against liabilities arising out of thesale of any securities and (ii) all registration, filing and stock exchange fees, all fees andexpenses of complying with securities or “blue sky” laws, all fees and expenses of custodians,transfer agents and registrars, all printing expenses, messenger and delivery expenses and any feesand disbursements of one common counsel retained by a majority of the Registrable Securities;provided, however, “Registration Expenses” shall not include anyout-of-pocket expenses of the Holders, transfer taxes, underwriting or brokerage commissions ordiscounts associated with effecting any sales of Registrable Securities that may be offered, whichexpenses shall be borne by each Holder of Registrable Securities on a *pro rata*basis with respectto the Registrable Securities so sold.     “**Securities Act**” shall mean the Securities Act of 1933, as amended (or any successorcorresponding provision of succeeding law), and the rules and regulations thereunder.     “**Shelf Registration Statement**” shall have the meaning set forth in Section2(a) hereof.     “**Stand-Off Period**” shall have the meaning set forth in Section 6 hereof.     “**Voting Power**” shall mean voting securities or other voting interests ordinarily (andapart from rights accruing under special circumstances) having the right to vote in the election ofboard members or Persons performing substantially equivalent tasks and responsibilities withrespect to a particular entity.     Section 2. Shelf Registrations.          a. Shelf Registration. The Company agrees to use commercially reasonable efforts tofile with the Commission no later than 14 months following the completion of the IPO and during aperiod of time that the issuer of the Registrable Securities is eligible to use Form S-3 (or anysimilar or successor form), a registration statement with respect to the Registrable Securitiesunder the Securities Act on Form S-3 (or any similar or successor form) for the offering to be madeon a continuous basis pursuant to Rule 415 under the Securities Act (the “**Shelf RegistrationStatement**”), and will use commercially reasonable efforts to cause such Shelf RegistrationStatement to be declared effective by the Commission as soon as practicable thereafter. The ShelfRegistration Statement shall be on an appropriate form and the registration statement and any formof prospectus included therein (or prospectus supplement relating thereto) shall reflect the planof distribution or method of sale as the Holders may from time to time notify the Company.          b. Effectiveness. The Company shall use commercially reasonable efforts to keep theShelf Registration Statement continuously effective for the period beginning on the date on whichthe Shelf Registration Statement is declared effective and ending on the date that all of theRegistrable Securities registered under the Shelf Registration Statement cease to be RegistrableSecurities. During the period that the Shelf Registration Statement is effective, the Companyshall supplement or make amendments to the Shelf Registration Statement, if required by theSecurities Act or if reasonably requested by the Holders (whether or not required by the form onwhich the securities are being registered), including to reflect any specific plan of distributionor method of sale, and shall use its commercially reasonable efforts to have such supplements andamendments declared effective, if required, as soon as practicable after filing.
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     Section 3. Black-Out Periods.     Notwithstanding anything herein to the contrary, the Company shall have the right, exercisablefrom time to time by delivery of a notice authorized by the Board, on not more than two occasionsin any 12-month period, to require the Holders not to sell pursuant to a registration statement orsimilar document under the Securities Act filed pursuant to Section 2 or to suspend theeffectiveness thereof if at the time of the delivery of such notice, the Board has considered aplan to engage no later than 60 days following the date of such notice in a firm commitmentunderwritten public offering or if the Board has reasonably and in good faith determined that suchregistration and offering, continued effectiveness or sale would materially interfere with anymaterial transaction involving the Company; provided, however, that in no eventshall the black-out period extend for more than 90 days on any such occasion. If the consummationof any business combination by the Company has occurred or is probable for purposes of Rule 3-05 orArticle 11 of Regulation S-X under the Act, the rights of the Holders to offer, sell or distributeany Registrable Securities pursuant to the Shelf Registration Statement shall be suspended untilthe date on which the Company has filed the financial information required by Rule 3-05 or Article11 of Regulation S-X to be included or incorporated by reference, as applicable, in the ShelfRegistration. The Company, as soon as practicable, shall (i) give the Holders prompt writtennotice in the event that the Company has suspended sales of Registrable Securities pursuant to thisSection 3, (ii) give the Holders prompt written notice of the completion of such offeringor material transaction or filing of the required financial information with the Commission, asthe case may be, and (iii) promptly file any amendment necessary for any registration statement orprospectus of the Holders in connection with the completion of such event.     If the Company determines in its good faith judgment that the filing of the Shelf RegistrationStatement or the use of any related prospectus would require the disclosure of material informationthat the Company has a bona fide business purpose for preserving as confidential or the disclosureof which would impede the Company’s ability to consummate a significant transaction, and that theCompany is not otherwise required by applicable securities laws or regulations to disclose, uponwritten notice of such determination by the Company, the rights of the Holders to offer, sell ordistribute any Registrable Securities pursuant to the Shelf Registration Statement or to requirethe Company to take action with respect to the registration or sale of any Registrable Securitiespursuant the Shelf Registration Statement shall be suspended until the earlier of (i) the date uponwhich the Company notifies the Holders in writing that suspension of such rights for the groundsset forth in this Section 3 is no longer necessary and (ii) 40 days. The Company agrees to givesuch notice as promptly as practicable following the date that such suspension of rights is nolonger necessary. The Company may not utilize this suspension right more than three times in anytwelve (12) month period.     Each Holder agrees by acquisition of the Registrable Securities that upon receipt of anynotice from the Company of the happening of any event of the kind described in this Section 3, suchHolder will forthwith discontinue its disposition of Registrable Securities pursuant to the ShelfRegistration Statement relating to such Registrable Securities until such Holder’s receipt of thenotice of completion of such event.     Section 4. Registration Procedures.          a. In connection with the filing of any registration statement as provided in this Agreement,the Company shall use commercially reasonable efforts to, as expeditiously as reasonablypracticable:          (i) prepare and file with the Commission the requisite registration statement(including a prospectus therein and any supplement thereto) to effect such registration anduse its
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commercially reasonable efforts to cause such registration statement to become andremain effective for the period set forth in Section 2(b); provided,however, that before filing such registration statement or any amendments orsupplements thereto, the Company will furnish copies of all such documents proposed to befiled to counsel for the sellers of Registrable Securities covered by such registrationstatement and provide reasonable time for such sellers and their counsel to comment uponsuch documents if so requested by a Holder;          (ii) prepare and file with the Commission such amendments and supplements to suchregistration statement and the prospectus used in connection therewith as may be necessaryto maintain the effectiveness of such registration and to comply with the provisions of theSecurities Act with respect to the disposition of all securities covered by suchregistration statement during the period in which such registration statement is required tobe kept effective;          (iii) furnish to each Holder of the securities being registered, without charge, suchnumber of conformed copies of such registration statement and of each such amendment andsupplement thereto (in each case including all exhibits) other than those which are beingincorporated into such registration statement by reference, such number of copies of theprospectus contained in such registration statements (including each complete prospectus andany summary prospectus) and any other prospectus filed under Rule 424 under the SecuritiesAct in conformity with the requirements of the Securities Act, and such other documents,including documents incorporated by reference, as the Holders may reasonably request;          (iv) register or qualify all Registrable Securities under such other securities or“blue sky” laws of such jurisdictions as the Holders and the underwriters of the securitiesbeing registered, if any, shall reasonably request, to keep such registration orqualification in effect for so long as such registration statement remains in effect, andtake any other action which may be reasonably necessary or advisable to enable the Holdersto consummate the disposition in such jurisdiction of the securities owned by the Holders,except that the Company shall not for any such purpose be required to qualify generally todo business as a foreign company or to register as a broker or dealer in any jurisdictionwhere it would not otherwise be required to qualify but for this Section 4(a)(iv), or toconsent to general service of process in any such jurisdiction, or to be subject to anymaterial tax obligation in any such jurisdiction where it is not then so subject;          (v) immediately notify the Holders at any time when the Company becomes aware that aprospectus relating thereto is required to be delivered under the Securities Act, of thehappening of any event as a result of which the prospectus included in such registrationstatement, as then in effect, includes an untrue statement of a material fact or omits tostate any material fact required to be stated therein or necessary to make the statementstherein not misleading in light of the circumstances under which they were made, and, at therequest of the Holders, promptly prepare and furnish to the Holders a reasonable number ofcopies of a supplement to or an amendment of such prospectus as may be necessary so that, asthereafter delivered to the purchasers of such securities, such prospectus shall not includean untrue statement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein not misleading in the light ofthe circumstances under which they were made;          (vi) comply or continue to comply in all material respects with the Securities Act andthe Exchange Act and with all applicable rules and regulations of the Commission thereunderso as to enable any Holder to sell its Registrable Securities pursuant to Rule 144promulgated under the Securities Act, as further agreed to in Section 6 hereof;
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          (vii) make available to its security holders, as soon as reasonably practicable, anearnings statement covering the period of at least 12 months, but not more than 18 months,beginning with the first calendar month after the effective date of such registrationstatement, which earnings statement shall satisfy the provisions of Section 11(a) of theSecurities Act;          (viii) provide a transfer agent and registrar for all Registrable Securities covered bysuch registration statement not later than the effective date of such registrationstatement;          (ix) cooperate with the Holders to facilitate the timely preparation and delivery ofcertificates representing Registrable Securities to be sold and not bearing any SecuritiesAct legend; and enable certificates for such Registrable Securities to be issued for suchnumber of shares and registered in such names as the Holders may reasonably request inwriting at least two Business Days prior to any sale of Registrable Securities;          (x) list all Registrable Securities covered by such registration statement on anysecurities exchange or national quotation system on which any such class of securities isthen listed or quoted and cause to be satisfied all requirements and conditions of suchsecurities exchange or national quotation system to the listing or quoting of suchsecurities that are reasonably within the control of the Company including, withoutlimitation, registering the applicable class of Registrable Securities under the ExchangeAct, if appropriate, and using commercially reasonable efforts to cause such registrationto become effective pursuant to the rules of the Commission;          (xi) in connection with any sale, transfer or other disposition by any Holder of anyRegistrable Securities pursuant to Rule 144 promulgated under the Securities Act, cooperatewith such Holder to facilitate the timely preparation and delivery of certificatesrepresenting the Registrable Securities to be sold and not bearing any Securities Actlegend, and enable certificates for such Registrable Securities to be for such number of            shares and registered in such name as the Holders may reasonably request in writing at leastthree Business Days prior to any sale of Registrable Securities;          (xii) notify each Holder, promptly after it shall receive notice thereof, of the timewhen such registration statement, or any post-effective amendments to the registrationstatement, shall have become effective, or a supplement to any prospectus forming part ofsuch registration statement has been filed or when any document is filed with the Commissionwhich would be incorporated by reference into the prospectus;          (xiii) notify each Holder of any request by the Commission for the amendment orsupplement of such registration statement or prospectus for additional information;          (xiv) advise each Holder, promptly after it shall receive notice or obtain knowledgethereof, of (A) the issuance of any stop order, injunction or other order or requirement bythe Commission suspending the effectiveness of such registration statement or the initiationor threatening of any proceeding for such purpose and use all commercially reasonableefforts to prevent the issuance of any stop order, injunction or other order or requirementor to obtain its withdrawal if such stop order, injunction or other order or requirementshould be issued, (B) the suspension of the registration of the subject shares of theRegistrable Securities in any state jurisdiction and (C) the removal of any such stop order,injunction or other order or requirement or proceeding or the lifting of any suchsuspension;
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          (xv) make available for inspection by any Holder of such Registrable Securities, ifsuch Holder has a due diligence defense under the Securities Act, any underwriterparticipating in any disposition pursuant to such registration statement and any attorney,accountant or other professional retained by any such Holder or underwriter (collectively,the “Inspectors”), all financial and other records, pertinent corporate documents andproperties of the Company (collectively, the “Records”) as shall be reasonably necessary toenable them to exercise their due diligence responsibility, and cause the Company’sofficers, directors and employees to supply all information reasonably requested by anyInspectors in connection with such registration statement. Records which the Companydetermines, in good faith, to be confidential and which it notifies the Inspectors areconfidential shall not be disclosed by the Inspectors unless (i) the disclosure of suchRecords is necessary to avoid or correct a misstatement or omission in such registrationstatement or (ii) the release of such Records is ordered pursuant to a subpoena or otherorder from a court of competent jurisdiction. Each Holder of such Registrable Securitiesagrees that information obtained by it as a result of such inspections shall be deemedconfidential and shall not be used by it as the basis for any market transactions in thesecurities of the company or its Affiliates unless and until such is made generallyavailable to the public. Each Holder of such Registrable Securities further agrees that itwill, upon learning that disclosure of such Records is sought in a court of competentjurisdiction, give notice to the Company and allow the Company, at its expense, to undertakeappropriate action to prevent disclosure of the Records deemed confidential; and          (xvi) furnish to each Holder, if it has a due diligence defense under the SecuritiesAct, and to each underwriter, if any, a signed counterpart, addressed to such Holder orunderwriter, of (i) an opinion or opinions of counsel to the Company and (ii) if eligibleunder SAS 72, a comfort letter or comfort letters from the Company’s independent publicaccountants, each in customary form and covering such matters of the type customarilycovered by opinions or comfort letters, as the case may be, as the Holders of a majority ofthe Registrable Securities included in such offering or the managing underwriter orunderwriters therefor reasonably requests.          b. In connection with the filing of any registration statement covering RegistrableSecurities, each Holder shall furnish in writing to the Company such information regarding suchHolder (and any of its Affiliates), the Registrable Securities to be sold, the intended method ofdistribution of such Registrable Securities and such other information requested by the Company asis necessary or it deems advisable for inclusion in the registration statement relating to suchoffering pursuant to the Securities Act. Such writing shall expressly state that it is beingfurnished to the Company for use in the preparation of a registration statement, preliminaryprospectus, supplementary prospectus, final prospectus or amendment or supplement thereto, as thecase may be.     Each Holder agrees by acquisition of the Registrable Securities that (i) upon receipt of anynotice from the Company of the happening of any event of the kind described in Section4(a)(v), such Holder will forthwith discontinue its disposition of Registrable Securitiespursuant to the registration statement relating to such Registrable Securities until such Holder’sreceipt of the copies of the supplemented or amended prospectus contemplated by Section4(a)(v); (ii) upon receipt of any notice from the Company of the happening of any event of thekind described in clause (A) of Section 4(a)(xiv), such Holder will discontinue itsdisposition of Registrable Securities pursuant to such registration statement until such Holder’sreceipt of the notice described in clause (C) of Section 4(a)(xiv); and (iii) upon receiptof any notice from the Company of the happening of any event of the kind described in clause (B) ofSection 4(a)(xiv), such Holder will discontinue its disposition of Registrable Securities pursuantto such registration statement in the applicable state jurisdiction(s) until such Holder’s receiptof the notice described in clause (C) of Section 4(a)(xiv).
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     Section 5. Indemnification.          a. Indemnification by the Company. The Company agrees to indemnify and hold harmlesseach Holder, its partners, officers, directors, trustees, stockholders, employees, agents andinvestment advisers, and each Person, if any, who Controls such Holder, together with the partners,officers, directors, trustees, stockholders, employees, agents and investment advisers of suchControlling Person, against any losses, claims, damages, and expenses (including, withoutlimitation, reasonable attorneys’ fees), joint or several, to which the Holders or any suchindemnitees may become subject under the Securities Act or otherwise, insofar as such losses,claims, damages, liabilities and expenses (or actions or proceedings, whether commenced orthreatened, in respect thereof) arise out of or are based upon any untrue statement or allegeduntrue statement of any material fact contained in the registration statement under which suchRegistrable Securities were registered and sold under the Securities Act, any preliminaryprospectus, final prospectus or summary prospectus contained therein, or any amendment orsupplement thereto, or arising out of or based upon any omission or alleged omission to statetherein a material fact required to be stated therein or necessary to make the statements therein,in light of the circumstances under which they were made, not misleading or any violation of theSecurities Act or state securities laws or rules thereunder by the Company relating to any actionor inaction by the Company in connection with such registration, and the Company will reimburseeach Holder for any reasonable legal or any other expenses reasonably incurred by it in connectionwith investigating or defending any such loss, claim, liability, action or proceedings;provided, however, that the Company shall not be liable in any such case to theextent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) orexpense arises out of or is based upon an untrue statement or alleged statement or omission oralleged omission made in such registration statement, any such preliminary prospectus, finalprospectus, summary prospectus, amendment or supplement in reliance upon and in conformity withwritten information furnished to the Company by any Holder specifically stating that it is for usein the preparation thereof; and provided, further, that the Company shall not beliable to the Holders or any other Person who Controls such Holder in any such case to the extentthat any such loss, claim, damage, liability (or action or proceeding in respect thereof) orexpense arises out of such Person’s failure to send or give a copy of the final prospectus orsupplement to the Persons asserting an untrue statement or alleged untrue statement or omission oralleged omission at or prior to the written confirmation of the sale of Registrable Securities tosuch Person if such statement or omission was corrected in such final prospectus or supplement.Such indemnity shall remain in full force and effect regardless of any investigation made by or onbehalf of the Holders or any such Controlling Person and shall survive the transfer of suchsecurities by the Holders.          b. Indemnification by the Holders. Each Holder agrees to indemnify and hold harmless(in the same manner and to the same extent as set forth in Section 5(a)) the Company, eachmember of the Board, each officer, employee, agent and investment adviser of the Company and eachother Person, if any, who Controls any of the foregoing, with respect to any untrue statement oralleged untrue statement of a material fact in or omission or alleged omission to state a materialfact from such registration statement, any preliminary prospectus, final prospectus or summaryprospectus contained therein, or any amendment or supplement thereto, if such untrue statement oralleged untrue statement or omission or alleged omission was made in reliance upon and inconformity with written information furnished to the Company by such Holder regarding such Holdergiving such indemnification specifically stating that it is for use in the preparation of suchregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment orsupplement. Such indemnity shall remain in full force and effect regardless of any investigationmade by or on behalf of the Company or any such Board member, officer, employee, agent, investmentadviser or Controlling Person and shall survive the transfer of such securities by any Holder. Theobligation of a Holder to indemnify will be several and not joint, among the Holders of RegistrableSecurities and the liability of each such Holder of Registrable Securities will be in
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proportion to and limited in all events to the net amount received by such Holder from thesale of Registrable Securities pursuant to such registration statement.          c. Notices of Claims, etc. Promptly after receipt by an indemnified party of noticeof the commencement of any action or proceeding involving a claim referred to in the precedingparagraphs of this Section 5, such indemnified party will, if a claim in respect thereof isto be made against an indemnifying party, give written notice to the latter of the commencement ofsuch action; provided, however, that the failure of any indemnified party to givenotice as provided herein shall not relieve the indemnifying party of its obligations under thepreceding paragraphs of this Section 5, except to the extent that the indemnifying party isactually prejudiced by such failure to give notice. In case any such action is brought against anindemnified party, unless in such indemnified party’s reasonable judgment a conflict of interestbetween such indemnified and indemnifying parties may exist in respect of such claim, theindemnifying party shall be entitled to assume the defense thereof, for itself, if applicable,together with any other indemnified party similarly notified, and after notice from theindemnifying party to such indemnified party of its election so to assume the defense thereof, theindemnifying party shall not be liable to the indemnified party for any legal or other expensessubsequently incurred by the latter in connection with the defense thereof.          d. Indemnification Payments. To the extent that the indemnifying party does notassume the defense of an action brought against the indemnified party as provided in Section5(c), the indemnified party (or parties if there is more than one) shall be entitled to thereasonable legal expenses of common counsel for the indemnified party (or parties). In such event,however, the indemnifying party will not be liable for any settlement effected without the writtenconsent of such indemnifying party, which consent shall not be unreasonably withheld. Theindemnification required by this Section 5 shall be made by periodic payments of the amountthereof during the course of an investigation or defense, as and when bills are received orexpense, loss, damage or liability is incurred. The indemnifying party shall not settle any claimwithout the consent of the indemnified party unless such settlement involves a complete release ofsuch indemnified party without any admission of liability by the indemnified party.          e. Contribution. If, for any reason, the foregoing indemnity is unavailable, or isinsufficient to hold harmless an indemnified party, then the indemnifying party shall contribute tothe amount paid or payable by the indemnified party as a result of the expense, loss, damage orliability, (i) in such proportion as is appropriate to reflect the relative fault of theindemnifying party on the one hand and the indemnified party on the other (determined by referenceto, among other things, whether the untrue or alleged untrue statement of a material fact oromission relates to information supplied by the indemnifying party or the indemnified party and theparties’ relative intent, knowledge, access to information and opportunity to correct or preventsuch untrue statement or omission) or (ii) if the allocation provided by subclause (i) above is notpermitted by applicable law or provides a lesser sum to the indemnified party than the amounthereinafter calculated, in the proportion as is appropriate to reflect not only the relative faultof the indemnifying party and the indemnified party, but also the relative benefits received by theindemnifying party on the one hand and the indemnified party on the other, as well as any otherrelevant equitable considerations. No indemnified party guilty of fraudulent misrepresentation(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution fromany indemnifying party who was not guilty of such fraudulent misrepresentation, and the liabilityfor contribution of each Holder of Registrable Securities will be in proportion to and limited inall events to the net amount received by such Holder from the sale of Registrable Securitiespursuant to such registration statement.     Section 6. Market Stand-Off Agreement. Each Holder hereby agrees that it shall not,to the extent requested by the Company or an underwriter of securities of the Company, directly orindirectly sell, offer, pledge, contract to sell, sell any option or contract to purchase, purchaseany option or contract
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to sell (including without limitation any short sale), grant any option, right or warrant forthe sale of or otherwise transfer or dispose of any Registrable Securities (other than to donees orpartners of the Holder who agree to be similarly bound) within seven days prior to and for up to 90days following the effective date of a registration statement of the Company filed under theSecurities Act or the date of an underwriting agreement with respect to an underwritten publicoffering of the Company’s securities (the “**Stand-Off Period**”); provided, however, that:          a. with respect to the Stand-Off Period, such agreement shall not be applicable to theRegistrable Securities to be sold on the Holder’s behalf to the public in an underwritten offeringpursuant to such registration statement;          b. all executive officers and directors of the Company then holding Common Stock of theCompany shall enter into similar agreements for not less than the entire time period required ofthe Holders hereunder;          c. the Company shall use commercially reasonable efforts to obtain similar agreements fromeach 5% or greater shareholder of the Company for not less than the entire time period required ofthe Holders hereunder; and          d. the Holders shall be allowed any concession or proportionate release allowed to any (i)officer, (ii) director or (iii) other 5% or greater shareholder of the Company that entered intosimilar agreements.     In order to enforce the foregoing covenant, the Company shall have the right to placerestrictive legends on the certificates representing the Registrable Securities subject to thisSection 6 and to impose stop transfer instructions with respect to the Registrable Securities andsuch other Common Stock of each Holder (and the Common Stock or securities of every other personsubject to the foregoing restriction) until the end of such period.     Section 7. Covenants Relating To Rule 144. At such times as the Company becomesobligated to file reports in compliance with either Section 13 or 15(d) of the Exchange Act, theCompany covenants that it will file any reports required to be filed by it under the Securities Actand the Exchange Act and that it will take such further action as any Holder may reasonablyrequest, all to the extent required from time to time to enable Holders to sell RegistrableSecurities without registration under the Securities Act within the limitation of the exemptionsprovided by (a) Rule 144 under the Securities Act, as such rule may be amended from time to time or(b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of anyHolder, the Company will deliver to such Holder a written statement as to whether it has compliedwith such requirements.     Section 8. Miscellaneous.          a. Termination; Survival. The rights of each Holder under this Agreement shallterminate upon the date that all of the Registrable Securities held by such Holder may be soldduring any three-month period in a single transaction or series of transactions without volumelimitations under Rule 144 (or any successor provision) under the Securities Act. Notwithstandingthe foregoing, the obligations of the parties under Section 5 and paragraphs (d), (e) and (g) ofthis Section 8 shall survive the termination of this Agreement.          b. Expenses. All Registration Expenses incurred in connection with any ShelfRegistration under Section 2 shall be borne by the Company, whether or not any registrationstatement related thereto becomes effective.
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          c. Counterparts. This Agreement may be executed in one or more counterparts, all ofwhich shall be considered one and the same agreement, and shall become effective when one or moresuch counterparts have been signed by each of the parties and delivered to each of the otherparties.          d. Applicable Law; Jurisdiction. This Agreement shall be governed by and construed inaccordance with the laws of the State of New York without regard to the choice of law provisionsthereof. The parties consent to the exclusive jurisdiction of the United States District Court forthe Southern District of New York in connection with any civil action concerning any controversy,dispute or claim arising out of or relating to this Agreement, or any other agreement contemplatedby, or otherwise with respect to, this Agreement or the breach hereof, unless such court would nothave subject matter jurisdiction thereof, in which event the parties consent to the jurisdiction ofthe State of New York. The parties hereby waive and agree not to assert in any litigationconcerning this Agreement the doctrine of *forum non conveniens*.          e. Waiver Of Jury Trial. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLYWAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANYCOUNTERCLAIM THEREIN.          f. Prior Agreement; Construction; Entire Agreement. This Agreement, including theexhibits and other documents referred to herein (which form a part hereof), constitutes the entireagreement of the parties with respect to the subject matter hereof, and supersedes all prioragreements and understandings between the parties, and all such prior agreements and understandingsare merged herein and shall not survive the execution and delivery hereof.          g. Notices. All notices or other communications required or permitted to be givenhereunder shall be in writing and shall be delivered by hand or sent, postage prepaid, byregistered, certified or express mail or reputable overnight courier service or be telecopier andshall be deemed given when so delivered by hand or, if mailed, three days after mailing (oneBusiness Day in the case of express mail or overnight courier service), addressed as follows:   If to the Holder: To the address indicated for such Holder in Schedule 1hereto.   If to the Company: Cogdell Spencer Inc.  4401 Barclay Downs Drive  Suite 300  Charlotte, North Carolina 28209-4670  Attention: Frank Spencer  Tel: (704) 940-2900  Fax: (704) 940-2959     with a copy to:     Clifford Chance US LLP  31 West 52nd Street  New York, New York 10019  Attention: Jay L. Bernstein  Facsimile: 212-878-8375
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          h. Successors and Assigns. This Agreement shall inure to the benefit of and bebinding upon the successors and permitted assigns of each of the parties and shall inure to thebenefit of each Holder. The Company may assign its rights or obligations hereunder to anysuccessor to the Company’s business or with the prior written consent of Holders of a majority ofthe then outstanding Registrable Securities. Notwithstanding the foregoing, no assignee of theCompany shall have any of the rights granted under this Agreement until such assignee shallacknowledge its rights and obligations hereunder by a signed written agreement pursuant to whichsuch assignee accepts such rights and obligations.          i. Headings. Headings are included solely for convenience of reference and if thereis any conflict between headings and the text of this Agreement, the text shall control.          j. Amendments And Waivers. The provisions of this Agreement may be amended or waivedat any time only by the written agreement of the Company and the Holders of a majority of theRegistrable Securities; provided, however, that the provisions of this Agreementmay not be amended or waived without the consent of the Holders of all the Registrable Securitiesadversely affected by such amendment or waiver if such amendment or waiver adversely affects aportion of the Registrable Securities but does not so adversely affect all of the RegistrableSecurities; provided, further, that the provisions of the preceding provision maynot be amended or waived except in accordance with this sentence. Any waiver, permit, consent orapproval of any kind or character on the part of any such Holders of any provision or condition ofthis Agreement must be made in writing and shall be effective only to the extent specifically setforth in writing. Any amendment or waiver effected in accordance with this paragraph shall bebinding upon each Holder of Registrable Securities and the Company.          k. Interpretation; Absence Of Presumption. For the purposes hereof, (i) words in thesingular shall be held to include the plural and vice versa and words of one gender shall be heldto include the other gender as the context requires, (ii) the terms “hereof,” “herein,” and“herewith” and words of similar import shall, unless otherwise stated, be construed to refer tothis Agreement as a whole and not to any particular provision of this Agreement, and Section,paragraph or other references are to the Sections, paragraphs, or other references to thisAgreement unless otherwise specified, (iii) the word “including” and words of similar import whenused in this Agreement shall mean “including, without limitation,” unless the context otherwiserequires or unless otherwise specified, (iv) the word “or” shall not be exclusive and (v)provisions shall apply, when appropriate, to successive events and transactions.          This Agreement shall be construed without regard to any presumption or rule requiringconstruction or interpretation against the party drafting or causing any instruments to be drafted.          l. Severability. If any provision of this Agreement shall be or shall be held ordeemed by a final order by a competent authority to be invalid, inoperative or unenforceable, suchcircumstance shall not have the effect of rendering any other provision or provisions hereincontained invalid, inoperative or unenforceable, but this Agreement shall be construed as if suchinvalid, inoperative or unenforceable provision had never been contained herein so as to give fullforce and effect to the remaining such terms and provisions.          m. Specific Performance; Other Rights. The parties recognize that various otherrights rendered under this Agreement are unique and, accordingly, the parties shall, in addition tosuch other remedies as may be available to them at law or in equity, have the right to enforce therights under this Agreement by actions for injunctive relief and specific performance.          n. Further Assurances. In connection with this Agreement, as well as all transactionsand covenants contemplated by this Agreement, each party hereto agrees to execute and deliver orcause to be executed and delivered such additional documents and instruments and to perform orcause to be
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performed such additional acts as may be necessary or appropriate to effectuate, carry out andperform all of the terms, provisions and conditions of this Agreement and all such transactions andcovenants contemplated by this Agreement.          o. No Waiver. The waiver of any breach of any term or condition of this Agreementshall not operate as a waiver of any other breach of such term or condition or of any other term orcondition, nor shall any failure to enforce any provision hereof operate as a waiver of suchprovision or of any other provision hereof.[SIGNATURE PAGE FOLLOWS]
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          IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the datefirst written above.       **COGDELL SPENCER INC**.,