**TABLE OF CONTENTS**        **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 
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**REGISTRATION RIGHTS AGREEMENT**     This REGISTRATION RIGHTS AGREEMENT (this “**Agreement**”), dated as of March 10, 2008, ismade 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.RECITALS:     WHEREAS, in connection with the Company’s acquisition of Marshall Erdman & Associates, Inc.and certain of its affiliated companies (the “**Merger**”), Cogdell Spencer LP, a Delawarelimited partnership (“**Cogdell Spencer OP**”), and certain persons listed on Schedule1 hereto have entered into contribution agreements (each a “**Contribution Agreement**” andcollectively, the “**Contribution Agreements**”), pursuant to which such persons exchangedcertain of their shares of common stock of MEA Holdings, Inc. for units representing limitedpartnership interests (the “**OP Units**”) of Cogdell Spencer OP, which are exchangeable, undercertain circumstances, into shares of common stock of the Company, par value $0.01 per share (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.     “**Baird**” shall mean Baird Capital Partners III Limited Partnership, BCP III SpecialAffiliates Limited Partnership and BCP III Affiliates Fund Limited Partnership, collectively..     “**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, directly or indirectly, of thepower to direct or cause the direction of the management and policies of a Person through theownership of Voting Power, by contract or otherwise.     **“****Damages Payment Date****”**shall mean the later of (i) ten Business Days, and (2) thefirst Business Day of the calendar month, following the date on which a Registration Default shallhave occurred.     **“****Effectiveness Date****”**shall have the meaning set forth in Section 2(a) hereof.     “**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 OP Units, listed in Schedule 1 hereto, inhis, her or its capacity as a holder of Registrable Securities. For purposes of this Agreement,the Company may deem and treat the registered holder of a Registrable Security as the Holder andabsolute owner thereof, unless notified to the contrary in writing by the registered holderthereof.     **“****Inspectors****”**shall have the meaning set forth in Section 4(a)(xv) hereof.     **“****Liquidated Damages****”**shall have the meaning set forth in Section 2(c) hereof.     “**Lubar**” shall mean Lubar Capital, LLC.     **“****Market Value****”**shall mean, as of any date, the average closing price of the CommonStock on the principal national securities exchange or national quotation system in which theCommon Stock is admitted for trading or quotation over the ten trading days preceding such date, orif closing prices are not available, the average of the averages of the closing bid and askedprices over such period on such exchange or system.     “**Merger**” shall have the meaning set forth in the Recitals hereof.     “**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 the Common Stock that may be acquired by theHolders in connection with the exercise by such Holders of the exchange rights associated with OPUnits; provided, however, such Registrable Securities shall cease to be RegistrableSecurities with respect to any Holder when (A) a registration statement with respect to the saleof such Registrable Securities shall have become effective under the Securities Act and all suchRegistrable Securities shall have been disposed of in accordance with such registration statement,(B) such Registrable Securities shall have been sold under
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circumstances in which all of the applicable conditions of Rule 144 (or any successorprovision) under the Securities Act are met, or (C) such Registrable Securities have ceased to beoutstanding.     **“****Registration Default****”**shall have the meaning set forth in Section 2(c)hereof.     “**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-in-interest of the Holders(“**Holders Counsel**”); provided, however, “Registration Expenses”shall not include any out-of-pocket expenses of the Holders, transfer taxes, underwriting orbrokerage commissions or discounts associated with effecting any sales of Registrable Securitiesthat may be offered, which expenses shall be borne by each Holder 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.     **“****Transfer****”**shall have the meaning set forth in Section 8(h) 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 ofmembers of the Board 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 nine months following the closing of the Merger aregistration statement with respect to the Registrable Securities under the Securities Act on FormS-3 (or any similar or successor form) or, if the Company is not then eligible to use Form S-3,Form S-11 (or any similar or successor form) for the offering to be made on a continuous basispursuant to Rule 415 under the Securities Act (the “**Shelf Registration Statement**”), andwill use commercially reasonable efforts to cause such Shelf Registration Statement to be declaredeffective by the Commission no later than 12 months following the closing date of the Merger (the“**Effectiveness Date**”). The Shelf Registration Statement shall be on an appropriate formand the registration statement and any form of prospectus included or incorporated by referencetherein (or prospectus supplement relating thereto) shall reflect the plan of distribution ormethod 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 earlier of (i) the datethat all of the Registrable Securities registered under the Shelf Registration Statement cease tobe Registrable
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Securities, and (ii) the termination of this Agreement. During the period that the ShelfRegistration Statement is effective, the Company shall supplement or make amendments to the ShelfRegistration Statement, if required by the Securities Act or if reasonably requested by the Holdersor an underwriter of the Registrable Securities (whether or not required by the form on which thesecurities are being registered), including to reflect any specific plan of distribution or methodof sale, and shall use its commercially reasonable efforts to have such supplements and amendmentsdeclared effective, if required, as soon as practicable after filing.          c. Certain Payments to Baird. If the Shelf Registration Statement has not beendeclared effective by the Commission on or prior to the Effectiveness Date (a “**RegistrationDefault**”), the Company shall pay to Baird liquidated damages (“**Liquidated Damages**”), incash, for the period (excluding the Effectiveness Date) during which such Registration Defaultshall be continuing, at a rate per week equal to twenty-five basis points multiplied by the totalconsideration contributed by Baird pursuant to their Contribution Agreement as of a RegistrationDefault reduced by any amount withdrawn from the Escrow Account (as such term is defined in theEscrow Agreement by and among Cogdell Spencer LP, the Seller Representatives (as defined therein)and Mellon Investor Services LLC, dated as of March 10, 2008) attributed to Baird (prorated forpartial weeks); provided, however, that if such Registration Default is based, inwhole or in part, on the failure by Baird to provide information reasonably requested by theCompany in accordance with Section 4(b) hereof, the Company shall not be liable for aRegistration Default. All accrued Liquidated Damages shall be paid by the Company to Baird by thefollowing Damages Payment Date. The Company’s obligation to pay Liquidated Damages to Bairdpursuant to this Section 2(c) shall terminate on the earlier of (i) the date on which theShelf Registration Statement is declared effective by the Commission, and (ii) the date that is oneyear following the Effectiveness Date.          d. Underwritten Offerings. Any Holder may choose, in its sole discretion (subject tothe following sentence), to have such Registrable Securities be disposed of as part of anunderwritten public offering. If the method of disposition specified by a Holder shall be anunderwritten public offering, such Holder shall have the right to include in such registration anyRegistrable Securities; provided, however, that the Registrable Securities to beincluded in such registration shall have an estimated Market Value at the time of such request ofat least $15,000,000. The Company agrees that, subject to the preceding sentence, one, but in noevent more than one, underwritten public offering may be used by each of Lubar and Baird to disposeof Registrable Securities.          e. Selection of Underwriters. If a disposition of Registrable Securities takes theform of an underwritten public offering, the Company shall have the right to select the investmentbanker(s) and managing underwriter for the offering.          f. Limitations on Subsequent Registration Rights. The Company represents and warrantsthat it has not entered into any agreement with any Person that would allow such Person to includeany equity securities of the Company in any registration statement filed pursuant to the terms ofthis Agreement. From and after the date of this Agreement, the Company shall not, without theprior written consent of Holders of not less than two-thirds of the then outstanding RegistrableSecurities, enter into any agreement with any holder or prospective holder of any equity securitiesof the Company that would allow such holder or prospective holder to include such equity securitiesin any registration statement filed pursuant to the terms of this Agreement, unless under the termsof such agreement, such holder or prospective holder may include such equity securities in any suchregistration only to the extent that the inclusion of its equity securities will not reduce theamount of Registrable Securities of the Holders.
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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 hereof or to suspendthe effectiveness 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 orArticle 11 of Regulation S-X to be included or incorporated by reference, as applicable, in theShelf Registration. 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 to the Shelf Registration Statement shall be suspended until the earlier of (i) the dateupon which the Company notifies the Holders in writing that suspension of such rights for thegrounds set forth in this Section 3 is no longer necessary and (ii) 40 days. The Companyagrees to give such notice as promptly as practicable following the date that such suspension ofrights is no longer necessary. The Company may not utilize this suspension right more than threetimes in any twelve (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 Section3, such Holder will forthwith discontinue its disposition of Registrable Securities pursuant tothe Shelf Registration Statement relating to such Registrable Securities until the earlier of suchHolder’s receipt of the notice of completion of such event or the expiration of the black-outperiod.     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) hereof; 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 Holders, the underwriters, if any, and counsel for the underwritersof Registrable Securities covered by such registration statement and provide reasonable timefor such Holders, underwriters and their respective counsel to comment upon such documentsif so requested by a Holder or any underwriters;          (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 Registrable 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 and the underwriters,if any, without charge, such number of conformed copies of such registration statement andof each such amendment and supplement thereto (in each case including all exhibits) otherthan those which are being incorporated into such registration statement by reference, suchnumber of copies of the prospectus contained in such registration statements (including eachcomplete prospectus and any summary prospectus) and any other prospectus filed under Rule424 under the Securities Act in conformity with the requirements of the Securities Act, andsuch other documents, including documents incorporated by reference, as the Holders mayreasonably request to the extent such other documents are not available on the Commission’sElectronic Data Gathering Analysis and Retrieval System;          (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 to consent to general service of process in any such jurisdiction, or to be subject toany material 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;
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          (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 7 hereof;          (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 in accordance with the termshereof;          (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 ofshares 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
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withdrawal if such stop order, injunction or other order or requirement should beissued, (B) the suspension of the registration of the subject shares of the RegistrableSecurities in any state jurisdiction and (C) the removal of any such stop order, injunctionor other order or requirement or proceeding or the lifting of any such suspension;          (xv) make available for inspection by any Holder of such Registrable Securities, anyunderwriter participating in any disposition pursuant to such registration statement and anyattorney, accountant or other professional retained by any such Holder or underwriter(collectively, the “**Inspectors**”), all financial and other records, pertinentcorporate documents and properties of the Company (collectively, the “**Records**”) asshall be reasonably requested, and cause the Company’s officers, directors and employees tosupply all information reasonably requested by any Inspector in connection with suchregistration statement. Records which the Company determines, in good faith, to beconfidential and which it notifies the Inspectors are confidential shall not be disclosed bythe Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct amisstatement or omission in such registration statement or (ii) the release of such Recordsis ordered pursuant to a subpoena or other order from a court of competent jurisdiction.Each Holder of such Registrable Securities agrees that information obtained by it as aresult of such inspections shall be deemed confidential and shall not be used by it as thebasis for any market transactions in the securities of the company or its Affiliates unlessand until such is made generally available to the public. Each Holder of such RegistrableSecurities further agrees that it will, upon learning that disclosure of such Records issought in a court of competent jurisdiction, give notice to the Company and allow theCompany, at its expense, to undertake appropriate action to prevent disclosure of theRecords deemed confidential;          (xvi) furnish to each Holder and to each underwriter, if any, a signed counterpart,addressed to such Holder or underwriter, of (i) an opinion or opinions of counsel to theCompany and (ii) if eligible under SAS 72, a comfort letter or comfort letters from theCompany’s independent public accountants, each in customary form and covering such mattersof the type customarily covered by opinions or comfort letters, as the case may be, as theHolders of a majority of the Registrable Securities included in such offering or themanaging underwriter or underwriters therefor reasonably requests; and          (xvii) subject to Section 2(d) hereof, if a disposition of Registrable Securitiestakes the form of an underwritten public offering, enter into a written underwritingagreement with any underwriters in such form and containing such provisions as are customaryin underwritten public offerings of equity securities.          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 reasonably deems advisable for inclusion in the registration statement relatingto such offering pursuant to the Securities Act. Such writing shall expressly state that it isbeing furnished 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) hereof, such Holder will forthwith discontinue its disposition of RegistrableSecurities pursuant to the registration statement relating to such Registrable Securities untilsuch Holder’s receipt of the copies of the
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supplemented or amended prospectus contemplated by Section 4(a)(v) hereof; (ii) uponreceipt of any notice from the Company of the happening of any event of the kind described inclause (A) of Section 4(a)(xiv) hereof, such Holder will discontinue its disposition ofRegistrable Securities pursuant to such registration statement until such Holder’s receipt of thenotice described in clause (C) of Section 4(a)(xiv) hereof; and (iii) upon receipt of anynotice from the Company of the happening of any event of the kind described in clause (B) ofSection 4(a)(xiv) hereof, such Holder will discontinue its disposition of RegistrableSecurities pursuant to such registration statement in the applicable state jurisdiction(s) untilsuch Holder’s receipt of the notice described in clause (C) of Section 4(a)(xiv) hereof.     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 within the meaning of theSecurities Act or the Exchange Act, together with the partners, officers, directors, trustees,stockholders, employees, agents and investment advisers of such controlling Person, against anylosses, claims, damages, and expenses (including, without limitation, reasonable attorneys’ fees),joint or several, to which the Holders or any such indemnitees may become subject under theSecurities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (oractions or proceedings, whether commenced or threatened, in respect thereof) arise out of or arebased upon any untrue statement or alleged untrue statement of any material fact contained in theregistration statement under which such Registrable Securities were registered and sold under theSecurities Act, any preliminary prospectus, final prospectus or summary prospectus containedtherein, or any amendment or supplement thereto, or arising out of or based upon any omission oralleged omission to state therein a material fact required to be stated therein or necessary tomake the statements therein, in light of the circumstances under which they were made, notmisleading or any violation of the Securities Act or state securities laws or rules thereunder bythe Company relating to any action or inaction by the Company in connection with such registration,and the Company will reimburse each Holder for any reasonable legal or any other expensesreasonably incurred by it in connection with investigating or defending any such loss, claim,liability, action or proceedings; provided, however, that the Company shall not beliable in any such case to the extent that any such loss, claim, damage, liability (or action orproceeding in respect thereof) or expense arises out of or is based upon an untrue statement oralleged statement or omission or alleged omission made in such registration statement, any suchpreliminary prospectus, final prospectus, summary prospectus, amendment or supplement in relianceupon and in conformity with written information furnished to the Company by any Holder specificallystating that it is for use in the preparation thereof; and provided, further, thatthe Company shall not be liable to the Holders or any other Person who controls such Holder withinthe meaning of the Securities Act or the Exchange Act in any such case to the extent that any suchloss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises outof such Person’s failure to send or give a copy of the final prospectus or supplement to thePersons asserting an untrue statement or alleged untrue statement or omission or alleged omissionat or prior to the written confirmation of the sale of Registrable Securities to such Person ifsuch statement or omission was corrected in such final prospectus or supplement. Such indemnityshall remain in full force and effect regardless of any investigation made by or on behalf of theHolders or any such controlling Person and shall survive the transfer of such securities by theHolders.          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) hereof) theCompany, each member of the Board, each officer, employee and agent of the Company and each otherPerson, if any, who controls the Company within the meaning of the Securities Act or the ExchangeAct, with respect to any untrue statement or alleged untrue statement of a material fact in oromission or alleged omission to state a material fact from such registration statement, anypreliminary prospectus, final prospectus or
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summary prospectus contained therein, or any amendment or supplement thereto, if such untruestatement or alleged untrue statement or omission or alleged omission was made in reliance upon andin conformity with written information furnished to the Company by such Holder regarding suchHolder giving such indemnification specifically stating that it is for use in the preparation ofsuch registration statement, preliminary prospectus, final prospectus, summary prospectus,amendment or supplement. Such indemnity shall remain in full force and effect regardless of anyinvestigation made by or on behalf of the Company or any such Board member, officer, employee,agent 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 proportion toand limited in all events to the net amount received by such Holder from the sale of RegistrableSecurities 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 and only to the extent that the indemnifyingparty is actually prejudiced by such failure to give notice. In case any such action is broughtagainst an indemnified party, unless in such indemnified party’s reasonable judgment a conflict ofinterest between 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) hereof, the indemnified party (or parties if there is more than one) shall be entitled tothe reasonable legal expenses of one common counsel for the indemnified party (or parties). Insuch event, however, the indemnifying party will not be liable for any settlement effected withoutthe written consent of such indemnifying party, which consent shall not be unreasonably withheld.The indemnification required by this Section 5 shall be made by periodic payments of theamount thereof 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
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well as any other relevant equitable considerations. No indemnified party guilty offraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall beentitled to contribution from any indemnifying party who was not guilty of such fraudulentmisrepresentation, and the liability for contribution of each Holder of Registrable Securities willbe in 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.     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 to sell (including without limitation any short sale), grant any option,right or warrant for the sale of or otherwise transfer or dispose of any Registrable Securities(other than to donees or partners of the Holder who agree to be similarly bound) within seven daysprior to and for up to 90 days following the effective date of a registration statement of theCompany filed under the Securities Act or the date of an underwriting agreement with respect to afirm commitment underwritten public offering of the Company’s securities (the “**Stand-OffPeriod**”); 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 pursuant to suchregistration 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 RegistrableSecurities and such other Common Stock of each Holder (and the Common Stock or securities of everyother person subject to the foregoing restriction) until the end of such period.     Section 7. Covenants Relating To Rule 144. The Company covenants that it will file ina timely manner any reports required to be filed by it under the Securities Act and the ExchangeAct and that it will take such further action as any Holder may reasonably request, all to theextent required from time to time to enable Holders to sell Registrable Securities withoutregistration under the Securities Act within the limitation of the exemptions provided by (a) Rule144 under the Securities Act, as such rule may be amended from time to time or (b) any similar ruleor regulation hereafter adopted by the Commission. Upon the request of any Holder, the Companywill deliver to such Holder a written statement as to whether it has complied with suchrequirements.     Section 8. Miscellaneous.
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          a. Termination; Survival. The rights of each Holder other than Baird under thisAgreement shall terminate upon the earlier of (i) the date that all of the Registrable Securitiesheld by such Holder cease to be Registrable Securities, and (ii) the later of (A) three monthsfollowing the date on which Lubar is no longer and “affiliate” for purposes of Rule 144 under theSecurities Act, and (B) three years from the date of this Agreement; provided,however, that the rights of Baird under this Agreement shall terminate upon the earlier of(i) the date that all of the Registrable Securities held by Baird cease to be RegistrableSecurities, and (ii) three years from the date of this Agreement. Notwithstanding the foregoing,the obligations of the parties under Section 5 hereof 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 hereof shall be borne by the Company, whether or not anyregistration statement related thereto becomes effective.          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 by 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.
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   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          h. Transfers. Any Holder may sell, transfer, convey or assign (each a“**Transfer**”) some or all of the Registrable Securities held thereby at any time and, inconnection with any such Transfer, may assign the registration and other rights set forth in thisAgreement with respect to the Registrable Securities so Transferred to the transferee or assigneein such Transfer; provided, however, that in connection with any Transfer, theRegistrable Securities to be Transferred shall either (i) have a Market Value at the time of suchTransfer of at least $5,000,000, or (ii) be in amount not less than 50% of the total number of OPunits issued to the transferring Holder pursuant to its Contribution Agreement (which amount forBaird shall be not less than 50% of the aggregate amount of all OP units held by any Personsaffiliated with Baird, and which amount for Lubar shall be not less than 50% of the aggregateamount of all OP units held by any Persons affiliated with Lubar); provided,further, that such transferee or assignee of such rights, as a condition to theeffectiveness of such Transfer, shall have executed a counterpart to this Agreement in which suchtransferee or assignee agrees to be treated and bound hereunder as a “Holder,” whereupon suchtransferee or assignee shall have the benefits of, and shall be subject to the obligationscontained in, this Agreement as if such transferee or assignee was originally included in thedefinition of a “Holder” herein and had originally been a party hereto and, upon receipt of suchexecuted counterpart, the Company shall amend Schedule 1 hereto to reflect such Transferand the related transfer or assignment of the registration and other rights hereunder with respectto such Registrable Securities.          i. 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.          j. 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.          k. 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
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amendment or waiver if such amendment or waiver adversely affects a portion of the RegistrableSecurities but does not so adversely affect all of the Registrable Securities; provided,further, that the provisions of the preceding provision may not be amended or waived exceptin accordance with this sentence. Any waiver, permit, consent or approval of any kind or characteron the part of any such Holders of any provision or condition of this Agreement must be made inwriting and shall be effective only to the extent specifically set forth in writing. Any amendmentor waiver effected in accordance with this paragraph shall be binding upon each Holder ofRegistrable Securities and the Company.          l. 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.          m. 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.          n. 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.          o. 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 performed such additional acts as may be necessary or appropriate to effectuate, carryout and perform all of the terms, provisions and conditions of this Agreement and all suchtransactions and covenants contemplated by this Agreement.          p. 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**.,    a Maryland corporation           By:             Name:      Title:    
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       **[HOLDERS]:**                      
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**Schedule 1****THE HOLDERS**   **Name of the Holder** **Address of the Holder**David R. Anderson 5132 Spring Ct,Madison WI 53705Edward D. Anderson 6662 Greenbriar Rd,Middleton WI 53562Charles H. Auerbach 710 Dartmouth Ave,Silver Spring, MD20910Baird Capital Partners III Limited Partnership 777 East WisconsinAvenue, PO Box0672, Milwaukee, WI53201BCP III Affiliates Fund Limited Partnership 777 East WisconsinAvenue, PO Box0672, Milwaukee, WI53201BCP III Special Affiliates Fund Limited Partnership 777 East WisconsinAvenue, PO Box0672, Milwaukee, WI53201Alan D. Beckner 4751 ThomasvilleRd, Chapmansboro,TN 37035-5005James Brownsmith 2410 HighbrookeTrl, Duluth GA30097Paul R. Clark 7850 Donnehan Rd,Indianapolis IN46217Timothy Erdman 3226 Lake MendotaDr, Madison WI53705Douglas A. Furry 7920 Serene Ct,Cross Plains WI53528Allen E. Hadden 2611 TanglewoodBlvd, Pottsboro TX75076Brian L. Happ 343 Ruth Drive,Jefferson WI 53549Kurtis M. Helin 5934 Woods EdgeRoad, Madison WI53711Roger L. Herritz 2581 Oak ViewCourt, Fitchburg WI53711John L. Hetland 465 CTH-MM,Brooklyn WI 53521Julia A. Houck 5912 HammersleyRoad, Madison WI53711Thomas Jeffries 2913 Dover Lane,T2, Falls Church VA22042
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   **Name of the Holder** **Address of the Holder**Patricia LaForge 613 Ondossagon Way,Madison WI 53719James A. Lawrimore 2537 Avalon Drive,Lewisville TX 75056Ralph W. Lomma 6137 BendcreekLane, Braselton GA30517Lubar Capital, LLC 700 N. WaterStreet, Milwaukee,WI 53202Stephen J. Mason 6733 Harvest HillRd, Madison WI53711David R. Miller 7429 Old Sauk Road#304, Madison WI53717Kenneth N. Missler 1424 Rio GrandeDrive, Allen TX75013Jeffrey L. Nicholas 2710 Owens Road,Brookeville MD20833William L. Peel, Jr. PO Box 635, Weimar,TX 78962Steven C. Peterson 18614 Autumn BreezeDrive, Spring, TX77379Thomas G. Platz 319 Fuller St.,Columbus WI 53925Jennifer L. Pliskie 6426 Shady BendRoad, Verona WI53393Scott A. Ransom 7534 Red Fox Trail,Madison WI 53717Gregg F. Redfern 462 Linden Street,Verona WI 53593Scott R. Saunders 1120 Cohiba Ct,Verona WI 53593Clark J. Solowicz 320 WestridgeParkway, Verona WI53593John R. Stone 73 GrandwaterDrive, Suwanee GA30024Mark A. Trotter 5590 HuntingwoodWay, Waunakee WI53597Laura M. Wallenfang 5102 Sunrise RidgeTr, Middleton WI53562Ronald J. Wanke 8240 Scott Road,Cross Plains WI53528Steven L. Wolters 1718 Shady PointDrive, Verona WI53593Eli E. Woyke 6751 Black CherryLane, Middleton WI53562
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