Contribution and Subscription
 Other Deliverables Exhibit A
 Item 2-1




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Exhibit B Exhibit C
 Alternative Units
 Representations, Warranties and Covenants of the Contributor
 Authorization
 Item 2-2




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Purchase for Investment
 Information
 Item 2-3




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Economic and Liquidity Risk
 Eligibility; Accredited Investor Status
 Ownership of the Contributors Common Shares
 Contributor Information. Appendix A
 Status as Foreign Person
 Continuing Efforts
 Item 2-4




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No Brokers or Finders
 Waive of Dissenters Rights
  Conditions to the Consummation of the Transaction
 Conditions to the Obligations of the Operating Partnership and Parent
 Representations, Warranties and Covenants
 Closing Documents
 Closing of the Merger
 Conditions to the Obligations of the Contributor
 Closing Documents
 Closing of the Merger
 Indemnity
 Item 2-5




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Power-of-attorney.
 No Representations as to Tax Treatment.
 Termination
 General Provisions
 Modification
 Notices
 If to the Contributor:
    
    To the address indicated for such
Contributor on the signature page to this
Agreement.If to Parent, the Parent or
The Operating Partnership:
    
    c/o Cogdell Spencer Advisers Inc.
4401 Barclay Downs DriveSuite 300Charlotte, North Carolina 28209-4670Tel: (704) 940-2900Fax: (704)940-2957Attention: Frank Spencerwith a copy to:Clifford Chance US LLP31 West 52nd StreetNew York, New York 10019Attention: Jay BernsteinFacsimile: (212) 878-8375
 Item 2-6




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Binding Effect
 Entire Agreement; Conflicting Provisions
 Assignability
 Applicable Law
 Counterparts
 Further Assurances
 Severability
 Item 2-7




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Specific Performance
 Expenses
  Item 2-8




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COGDELL SPENCER INC. :
 By:Name:
    
    Frank SpencerTitle:
    
    President and CEO
 COGDELL SPENCER LP
   By:Name:
    
    Frank SpencerTitle:
    
    President and CEO
 Item 2-9




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CONTRIBUTOR :
 By:Name:
 Item 2-10




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FORM W-9 AND FIRPTA AFFIDAVIT
  SUBSTITUTE Form W-9
    
    
    Name:Business name (if different):Circle appropriate:
    
    Individual/sole proprietor
    
    Corporation
    
    PartnershipLimited Liability Company
    
    Other:If Limited Liability
Company:
    
    Disregarded Entity
    
    Corporation
    
    PartnershipAddress:Part 1  PLEASE PROVIDE YOUR TIN IN THE BOX AT
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW
    
    Social Security
Number(s) or Employer
Identification NumberDepartment of
The Treasury
Internal Revenue
Service
    
    
    Part 2  Certification  Under penalties of perjury, I certify that: (1) The number shown on this form is
my correct taxpayer identification number (or I am waiting for a number to be issued to me); (2) I am not
subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of
failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup
withholding; and (3) I am a U.S. person (including a U.S. resident alien).Payers
Request for
Taxpayer
Identification
Number (TIN)
    
    
    Certification Instructions  You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because you have
failed to report all interest and dividends on your tax return. However, if
after being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2).
    
    Part 3 
Awaiting TIN
o
 
  
 SIGNATURE
    
    SIGNATURE, if held JointlyDATE:  ___, 2008
    
    DATE:  ___, 2008
 Item 3-1




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FIRPTA AFFIDAVIT  CERTIFICATE OF NON-FOREIGN STATUS
    
 
    Signature
    
    
    
    Signature, if held JointlyTitle:
    
    
    
    
    
    Title:Date:  ___, 2008
    
    
    
    Date:  ____, 2008
 Item 3-2




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(a)
    
    The principal residence of such Contributor if such Contributor is a natural person is as
follows:(b)
    
    The place of business (or, if there is more than one place of business, the chief executive
office) of such Contributor if such Contributor is a corporation, partnership, limited
liability company, business trust or other entity (an Entity) is as follows:(c)
    
    The state of incorporation, organization or formation of such Contributor is as follows:(d)
    
    The information specified in clauses (a) and (b) of this Appendix as to each trustee of such
Contributor if such Contributor is a trust (other than a business trust) and such trustee is a
natural person is as follows:(e)
    
    The information specified in clauses (b) and (c) of this Appendix A as to each trustee of
such Contributor if such Contributor is a trust (other than a business trust) and such trustee
is an Entity is as follows:(f)
    
    The number of Common Shares to be contributed by the Contributor is .




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