**TABLE OF CONTENTS        **Page** SECTION 1. DEFINITIONS  1  SECTION 2. SHELF REGISTRATIONS  3  SECTION 3. BLACK-OUT PERIODS  5  SECTION 4. REGISTRATION PROCEDURES  5  SECTION 5. INDEMNIFICATION  9  SECTION 6. COVENANTS RELATING TO RULE 144  11  SECTION 7. LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS  11  SECTION 8. TRANSFERS OF REGISTRABLE SECURITIES  11  SECTION 9. MISCELLANEOUS  12 
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**REGISTRATION RIGHTS AGREEMENT**     This REGISTRATION RIGHTS AGREEMENT (this “**Agreement**”), dated as of January 28, 2008,is made and entered into by and among Cogdell Spencer Inc., a Maryland corporation (the“**Company**”), and KeyBanc Capital Markets Inc. (“**KeyBanc**”), on behalf of the Persons(as hereinafter defined) listed on Schedule 1 hereto, as such Schedule 1 may be amendedfrom time to time as provided herein (such Persons, in their capacity as Holders of RegistrableSecurities (as hereinafter defined). Capitalized terms not otherwise defined herein shall have themeanings ascribed to them in Section 1 hereof.WITNESSETH:     WHEREAS, this Agreement is made in connection with the Purchase Agreement, dated as of January23, 2008, by and between the Company and KeyBanc (the “**Purchase Agreement**”) for thepurchase of 3,448,278 shares of the Company’s common stock, par value $0.01 per share (the“**Common Stock**”); and     WHEREAS, to induce KeyBanc to enter into the Purchase Agreement, the Company desires to enterinto this Agreement with the Holders in order to grant the Holders the registration rightscontained 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) any Personthat directly or indirectly through one or more intermediaries, Controls or is Controlled by or isunder common Control with the specified Person; (ii) any Person who, from time to time, is a memberof the Immediate Family of a specified Person; (iii) any Person who, from time to time, is anofficer 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.     “**Damages Payment Date**” shall mean the later of (i) five Business Days and (ii) thefirst day of the calendar month, following the date on which a Registration Default shall haveoccurred.     **“****Default Rate****”**shall mean the prime rate announced to be in effect from time to time, aspublished as the average rate in TheWallStreetJournal, plus 2%per annum.     **“****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 the Common Stock, listed in Schedule 1hereto (as such Schedule 1 may be amended from time to time as provided herein), in his,her or its capacity as a holder of Registrable Securities. For purposes of this Agreement, theCompany 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.     **“****Holder Indemnitee****”**shall have the meaning set forth in Section 5(a) hereof.     **“****Holders Counsel****”**shall have the meaning set forth in the definition of RegistrationExpenses below.     **“****Inspectors****”**shall have the meaning set forth in Section 4(a)(xv) hereof.     **“****Liabilities****”**shall have the meaning set forth in Section 5(a) hereof.     “**Liquidated Damages**” shall have the meaning set forth in Section 2(c) hereof.     **“****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.     **“****MEA Acquisition****”**shall mean the proposed acquisition by the Company and certain ofits Affiliates of Marshall Erdman & Associates, Inc. and certain of its Affiliates.     “**Person**” shall mean any individual, partnership, corporation, limited liabilitycompany, joint venture, association, trust, unincorporated organization or other governmental orlegal entity.     **“****Purchase Agreement**” shall have the meaning set forth in the Recitals hereof.     **“****Records**” shall have the meaning set forth in Section 4(a)(xv) hereof.     “**Registrable Securities**” shall mean, with respect to a Holder, the Common Stock andany shares or other securities issued in respect of the Common Stock, including by reason of or inconnection with
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any stock dividend, stock distribution, stock split, recapitalization, merger, consolidationor otherwise held by such Holder; provided, however, such Registrable Securitiesshall cease to be Registrable Securities with respect to any Holder when (A) a registrationstatement with respect to the sale of such Registrable Securities shall have become effective underthe Securities Act and all such Registrable Securities shall have been disposed of in accordancewith such registration statement, (B) such Registrable Securities shall have been sold undercircumstances in which all of the applicable conditions of Rule 144 (or any successor provision)under the Securities Act are met, (C) all of such Registrable Securities become eligible to bepublicly sold without limitation as to amount or manner of sale pursuant to Rule 144 (or anysuccessor provision) under the Securities Act, or (D) such Registrable Securities have ceased to beoutstanding.     “**Registration Default**” shall have the meaning set forth in Section 2(c)hereof.     “**Registration Expenses**” shall mean any and all expenses incident to the performanceand compliance with this Agreement, including: (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, listing and stock exchange fees, all feesand expenses 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, except as provided above, include any out-of-pocket expenses of the Holders, transfertaxes, underwriting or brokerage commissions or discounts associated with effecting any sales ofRegistrable Securities that may be offered, which expenses shall be borne by each Holder on a *prorata*basis with respect to 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 Period**” shall have the meaning set forth in Section 2(b)hereof.     “**Shelf Registration Statement**” shall have the meaning set forth in Section2(a) hereof.     “**Transfer**” shall have the meaning set forth in Section 8 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 (i) use reasonable best efforts toprepare and file with the Commission, as soon as reasonably practicable following the date hereofbut in no event later than the date that is 90 days following the closing date of the MEAAcquisition, a registration statement (such registration statement, including any replacementregistration statement, the “**Shelf Registration Statement**”) with respect to the RegistrableSecurities under the Securities Act on Form S-3 (or any similar or successor form), which ShelfRegistration Statement (A) shall be an automatic shelf registration statement if the Company isthen a “well known seasoned issuer” (within the
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meaning of the Securities Act), providing for the registration and the sale by the Holders ona continuous or delayed basis pursuant to Rule 415 under the Securities Act of the RegistrableSecurities, (B) shall comply as to form in all material respects with the requirements of theapplicable form and include all financial statements required by the Commission to be filedtherewith or be incorporated therein and (C) shall be reasonably acceptable to the Holders’counsel, and (ii) cause such Shelf Registration Statement to be declared effective by theCommission as soon as practicable thereafter but in no event later than the date that is 180 daysafter the date of this Agreement (the “**Effectiveness Date****”**). The Shelf RegistrationStatement shall be on an appropriate form and shall provide for the resale from time to time, andsubject to Section 2(b), pursuant to any method or combination of methods legally availableby the Holders and the registration statement and any form of prospectus included or incorporatedby reference therein (or any prospectus supplement relating thereto) shall reflect such plan ofdistribution or method of sale.          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 or becomes effective and ending on the date that allof the Registrable Securities registered under the Shelf Registration Statement cease to beRegistrable Securities (the **“****Shelf Registration Period****”**). During the Shelf RegistrationPeriod, the Company shall (i) subject to Section 3 hereof, prepare and file with theCommission such amendments and post-effective amendments to the Shelf Registration Statement as maybe (A) necessary to keep the Shelf Registration Statement continuously effective for the ShelfRegistration Period or (B) reasonably requested by the Holders (whether or not required by the formon which the securities are being registered), and shall use its commercially reasonable efforts tocause each such amendment to be declared effective by the Commission, if required, as soon aspracticable after the filing thereof, (ii) subject to Section 3 hereof, use reasonable bestefforts to cause any related prospectus to be supplemented by any required supplement, and as sosupplemented to be filed with the Commission pursuant to Rule 424 under the Securities Act (or anysimilar provisions then in force under the Securities Act), to the extent required, and (iii)comply in all material respects with the provisions of the Securities Act with respect to thedisposition of all securities covered by the Shelf Registration Statement during the applicableperiod in accordance with the intended methods of disposition as may be reasonably requested fromtime to time by the Holders and set forth in such Shelf Registration Statement as so amended orsuch prospectus as so supplemented; provided, however, that if the method ofdisposition requested by the Holders shall be an underwritten public offering, the RegistrableSecurities to be included in such registration shall have a Market Value at the time of suchrequest of at least $20,000,000.          c. Certain Payments. If (i) the Shelf Registration Statement has not been declaredeffective by the Commission by the Effectiveness Date, or (ii) to the extent that the shares ofCommon Stock are Registrable Securities, the Shelf Registration Statement is filed and declaredeffective but shall thereafter cease to be effective (without being succeeded by a replacementshelf registration statement which is filed and declared effective) or usable (including as aresult of any suspension period under Section 3 hereof) for the offer and sale of suchRegistrable Securities for any period of time (including any suspension period under Section3 hereof) which shall exceed 60 days in any three-month period or 180 days in any twelve-monthperiod (each such event referred to in the immediately preceding clauses (i) and (ii), a“**Registration Default**”), the Company shall pay liquidated damages (“**LiquidatedDamages**”) to the Holders, in cash, for the period (excluding the Effectiveness Date) duringwhich any such Registration Default shall be continuing, at a rate per week equal to twenty-fivebasis points of the total purchase price of the Common Stock (prorated for partial weeks);provided, however, that if such Registration Default is based, in whole or in part,on the failure of a Holder to provide information reasonably requested by the Company in accordancewith Section 4(b) hereof, the Company shall not be liable for an Registration Default. Allaccrued Liquidated Damages shall be paid by the Company by the following Damages Payment Date. Inthe event that any Liquidated Damages are not paid by the
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Company on the applicable Damages Payment Date, then to the extent permitted by law, such overdue Liquidated Damages, if any, shall bear interest until paid at the Default Rate, commencing onthe Damages Payment Date. All accrued Liquidated Damages and any interest thereon shall be paid bywire transfer of immediately available funds or by federal funds check by the Company to Holders*pro rata*, based on the respective numbers of Registrable Securities then held by such Holder. Theparties acknowledge that damages from a failure to have the Shelf Registration Statement declaredor remain effective are difficult to measure and that the payments provided for in this Section2(c) are reasonable liquidated damages and not a penalty. Promptly (but in no event more thanfive business days) after the occurrence or the termination of a Registration Default, the Companyshall give the Holders at such time notice of such occurrence or termination (as applicable);provided, however, that the failure by the Company to give such notice shall notsubject the Company to any further Liquidated Damages following the termination of the RegistrationDefault. All of the Company’s obligations (including, without limitation, the obligation to payLiquidated Damages and, as applicable, interest thereon) under this paragraph with respect to anyRegistrable Security shall survive the time that such security ceases to be a Registrable Security.     Section 3. Black-Out Periods.          a. If a majority of the independent members of the Board (as determined in accordance with NewYork Stock Exchange and Commission rules and regulations) determines in its good faith judgmentthat the availability of the Shelf Registration Statement or the use of any related prospectuswould require the disclosure of material information that the Company has a *bona fide*businesspurpose for preserving as confidential or the disclosure of which would impede the Company’sability to consummate a significant transaction, and that the Company is not otherwise required byapplicable securities laws or regulations to disclose, upon written notice from the Company of suchdetermination by the Company’s Board, the rights of the Holders to offer, sell or distribute anyRegistrable Securities pursuant to the Shelf Registration Statement or to require the Company totake action with respect to the registration or sale of any Registrable Securities pursuant to theShelf Registration Statement shall be suspended until the earlier of (i) the date upon which theCompany notifies the Holders in writing that suspension of such rights for the grounds set forth inthis Section 3(a) is no longer necessary and the Holders have received copies of anyrequired amendment or supplement to the relevant prospectus, and (ii) 60 days. The Company agreesto give such notice as promptly as practicable following the date that such suspension of rights isno longer necessary.          b. The Company may not utilize the suspension rights under this Section 3 more thanone time in any three-month period nor more than three times in any twelve-month period. EachHolder agrees by acquisition of the Registrable Securities that upon receipt of any notice from theCompany of the happening of any event of the kind described in this Section 3, such Holderwill forthwith discontinue its disposition of Registrable Securities pursuant to the ShelfRegistration Statement relating to such Registrable Securities until the expiration of theapplicable suspension period as provided in this Section 3.     Section 4. Registration Procedures.          a. Without limiting the provisions of Section 2 hereof, in connection with the filingof any registration statement as provided in this Agreement, the Company shall use commerciallyreasonable efforts to, as expeditiously as reasonably practicable:          (i) prepare and file with the Commission the requisite registration statement(including a prospectus therein and any supplement thereto) to effect such registrationwhich registration statement (x) shall comply as to form in all material respects with therequirements of
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the applicable form and include all financial statements required by theCommission to be filed therewith or be incorporated therein and (y) shall be reasonably acceptable to theHolders’ counsel, and the Company shall use commercially reasonable efforts to cause suchregistration statement to become effective and remain effective for the Shelf RegistrationPeriod; provided, however, that before filing such registration statement orany amendments or supplements thereto, the Company will furnish copies of all such documentsproposed to be filed to Holders Counsel and provide reasonable time (which shall be no lessthan five Business Days, or two Business Days if five Business Days is not reasonablypracticable) for such sellers and Holders Counsel to comment upon such documents if sorequested by a Holder or Holders Counsel and shall consider the inclusion of such commentsin good faith;          (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 (including, subject to Section 2(b), to permit distributionof such securities in accordance with the methods reasonably requested by the sellers ofsuch securities) during the Shelf Registration Period;          (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 to theextent such other documents are not available on the Commission’s Electronic Data GatheringAnalysis and Retrieval System or the Company’s website;          (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 (it being understood that, withoutlimiting the Company’s obligation hereunder to effect such registration or qualification,the Company shall use its commercially reasonable efforts to effect such registration orqualification, as applicable, prior to any offering under the Shelf Registration Statement),to keep such registration or qualification in effect at all times during the ShelfRegistration Period subject to Section 3 hereof, and take any other action which maybe reasonably necessary or advisable to enable the Holders to consummate the disposition insuch jurisdiction of the securities owned by the Holders, except that the Company shall notfor any such purpose be required to qualify generally to do business as a foreign company orto register as a broker or dealer in any jurisdiction where it would not otherwise berequired to qualify but for this Section 4(a)(iv), or to consent to general serviceof process in any such jurisdiction, or to be subject to any material tax obligation in anysuch 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
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Holders, promptly prepare and furnish to the Holders a reasonable number of copies of asupplement 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 so as to enable any Holder to sell its Registrable Securities pursuant toRule 144 promulgated under the Securities Act, as further agreed to in Section 6hereof;          (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;
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          (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 shall use commercially reasonableefforts to prevent the issuance of any such stop order, injunction or other order orrequirement and to obtain its withdrawal if such stop order, injunction or other order orrequirement should be issued, (B) the suspension of the registration of the subject sharesof the Registrable Securities in any state jurisdiction and (C) the removal of any such stoporder, injunction or other order or requirement or proceeding or the lifting of any suchsuspension;          (xv) make available for inspection by any Holder of such Registrable Securities, anyunderwriter participating in any disposition pursuant to such registration statement andHolders Counsel or any accountant or other professional retained by any such Holder orunderwriter (collectively, the “**Inspectors**”), all financial and other records,pertinent corporate documents and properties of the Company (collectively, the“**Records**”) as shall be reasonably necessary to enable them to exercise their duediligence responsibility, 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 or regulatory body ofcompetent jurisdiction. Each Holder agrees that information obtained by it as a result ofsuch inspections shall be deemed confidential and shall not be used by it as the basis forany market transactions in the securities of the company or its Affiliates unless and untilsuch is made generally available to the public. Each Holder further agrees that it will,upon learning that disclosure of such Records is sought in a court or by a regulatory bodyof competent jurisdiction, give notice to the Company and allow the Company, at its expense,to undertake appropriate action to prevent disclosure of the Records deemed confidential;          (xvi) permit any Holder, which Holder, in its reasonable judgment, might be deemed tobe an underwriter or a controlling person of the Company, to participate in the preparationof such registration or comparable statement and to require the insertion therein ofmaterial furnished to the Company in writing, which in the reasonable judgment of suchHolder and its counsel should be included and which are acceptable to the Company (whichapproval shall not be unreasonably withheld); and          (xvii) subject to Section 2(b) hereof, if the disposition of RegistrableSecurities shall take the form of an underwritten public offering, enter into customaryagreements (including underwriting agreements), take all such other reasonable actions asthe Holders of a majority of the Registrable Securities being sold or the managingunderwriter, if any, reasonably request in order to expedite or facilitate the dispositionof such Registrable Securities and furnish to each Holder, and to each underwriter, if any,a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion or opinionsof counsel to the Company and (ii) if eligible under SAS 72, a comfort letter or comfortletters from the Company’s independent public accountants, each in customary form andcovering such matters of the type customarily covered by opinions or comfort letters, as thecase may be.          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
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such Registrable Securities and such other information reasonably 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) 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 supplemented or amended prospectus contemplated bySection 4(a)(v) hereof; (ii) upon receipt of any notice from the Company of the happeningof any event of the kind described in clause (A) of Section 4(a)(xiv) hereof, such Holderwill discontinue its disposition of Registrable Securities pursuant to such registration statementuntil such Holder’s receipt of the notice described in clause (C) of Section 4(a)(xiv)hereof; and (iii) upon receipt of any notice from the Company of the happening of any event of thekind described in clause (B) of Section 4(a)(xiv) hereof, such Holder will discontinue itsdisposition of Registrable Securities pursuant to such registration statement in the applicablestate jurisdiction(s) until such Holder’s receipt of the notice described in clause (C) ofSection 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 (any such Persona “Holder Indemnitee”), against any losses, claims, damages, liabilities and expenses(including, without limitation, reasonable attorneys’ fees), joint or several (the“Liabilities”), to which any Holder Indemnitee may become subject under the Securities Actor otherwise, insofar as such Liabilities (or actions or proceedings, whether commenced orthreatened, in respect thereof) directly or indirectly arise out of or are based upon any untruestatement or alleged untrue statement of any material fact contained in the registration statementunder which such Registrable Securities were registered and sold under the Securities Act, anypreliminary prospectus, final prospectus or summary prospectus contained therein, or any amendmentor supplement 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 Indemnitee for any reasonable legal or any other expenses reasonably incurred by it inconnection with 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 Liability arises out of or is based upon an untrue statement or allegedstatement or omission or alleged omission made in such registration statement, any such preliminaryprospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and inconformity with written information furnished to the Company by any Holder specifically statingthat it is for use in the preparation thereof; and provided, further, that theCompany shall not be liable to the Holders or any other Person who controls such Holder within themeaning of the Securities Act or the Exchange Act in any such case to the extent that any suchLiability arises out of such Person’s failure to send or give a copy of the final prospectus orsupplement (after the Company has furnished such Holder with a sufficient number of copies of thesame) 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
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was corrected in such final prospectus or supplement. Such indemnity shall remain in fullforce and effect regardless of any investigation made by or on behalf of the Holders or any suchControlling Person and shall survive the transfer of such securities by the Holders.          b. Indemnification by the Holders. Each Holder agrees, severally and not jointly, toindemnify and hold harmless (in the same manner and to the same extent as set forth in Section5(a) hereof) the Company, each member of the Board, each officer, employee, agent andinvestment adviser of the Company and each other Person, if any, who controls any of the foregoingwithin the meaning of the Securities Act or the Exchange Act, with respect to any untrue statementor alleged untrue statement of a material fact in or omission or alleged omission to state amaterial fact from such registration statement, any preliminary prospectus, final prospectus orsummary 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, investment adviser or controlling Person and shall survive the transfer of such securitiesby any Holder. The obligation of a Holder to indemnify will be several and not joint, among theHolders of Registrable Securities and the liability of each such Holder of Registrable Securitieswill be in proportion to and limited in all events to the net amount received by such Holder fromthe sale 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 and materially prejudiced by such failure to give notice. In case any such action isbrought against an indemnified party, unless in such indemnified party’s reasonable judgment aconflict of interest between such indemnified and indemnifying parties may exist in respect of suchclaim, the indemnifying party shall be entitled to assume the defense thereof, for itself (togetherwith any other indemnified party similarly notified) and to appoint counsel of its (or their)choice, at its (or their) sole expense, and after notice from the indemnifying party to suchindemnified party of its election so to assume the defense thereof, the indemnifying party shallnot be liable to the indemnified party for any legal or other expenses subsequently incurred by thelatter 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 (and local counsel) for the indemnified party(or parties). In such event, however, the indemnifying party will not be liable for any settlementeffected without the written consent of such indemnifying party, which consent shall not beunreasonably withheld, conditioned or delayed. The indemnification required by this Section5 shall be made by periodic payments of the amount thereof during the course of aninvestigation or defense, as and when bills are received or expense, loss, damage or liability isincurred. The indemnifying party shall not settle any claim without the consent of the indemnifiedparty unless such settlement involves a complete release of such indemnified party without anyadmission of liability by the indemnified party.
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          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. Covenants Relating To Rule 144. The Company shall file all reportsrequired to be filed by it under the Securities Act and the Exchange Act and shall take suchfurther action as any Holder may reasonably request, all to the extent required from time to timeto enable Holders to sell Registrable Securities without registration under the Securities Actwithin the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as suchrule may be amended from time to time or (b) any similar rule or regulation hereafter adopted bythe Commission. Upon the request of any Holder, the Company will deliver to such Holder a writtenstatement as to whether it has complied with such requirements.     Section 7. Limitations on Subsequent Registration Rights. From and after the date ofthis Agreement, the Company shall not, without the prior written consent of Holders of not lessthan two-thirds of the then outstanding Registrable Securities, enter into any agreement with anyholder or prospective holder of any equity securities of the Company that would allow such holderor prospective holder (a) to include such equity securities in any registration statement filedpursuant to the terms of this Agreement, unless under the terms of such agreement, such holder orprospective holder may include such equity securities in any such registration only to the extentthat the inclusion of its equity securities will not reduce the amount of Registrable Securities ofthe Holders or (b) to have its equity securities registered on a registration statement that couldbe declared effective prior to the Effectiveness Date.     Section 8. Transfers of Registrable Securities. Any Holder may sell, transfer, conveyor assign (each a “**Transfer**”) some or all of the Registrable Securities held thereby at anytime and, in connection with any such Transfer, may assign the registration and other rights setforth in this Agreement with respect to the Registrable Securities so Transferred to the transfereeor assignee in such Transfer; provided, however, that such transferee or assigneeof such rights, as a condition to the effectiveness of such Transfer, shall have executed acounterpart to this Agreement in which such transferee or assignee agrees to be treated and boundhereunder as a “Holder,” whereupon such transferee or assignee shall have the benefits of, andshall be subject to the obligations contained in, this Agreement as if such transferee or assigneewas originally included in the definition of a “Holder” herein and had originally been a partyhereto and, upon receipt of such executed counterpart, the Company shall amend Schedule 1hereto to reflect such Transfer and the related transfer or assignment of the registration andother rights hereunder with respect to such Registrable Securities.
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     Section 9. Miscellaneous.          a. Termination; Survival. The rights of any Holder under this Agreement shallterminate upon the date that all of the Registrable Securities held by such Holder are no longerRegistrable Securities. Notwithstanding the foregoing, the obligations of the parties underSection 5 hereof and paragraphs (b), (d), (e) and (g) of this Section 9 shallsurvive the termination of this Agreement, and the obligations of the Company under Section2(c) hereof, to the extent such obligations exist, shall remain in effect until the date thatis twelve months following the date on which the Registrable Securities cease to be RegistrableSecurities.          b. Expenses. All Registration Expenses incurred in connection with this Agreementshall be borne by the Company, whether or not any registration statement related thereto becomeseffective. Each Holder participating in a registration pursuant to this Agreement shall bear suchHolder’s proportionate share (based on the total number of Registrable Securities sold in suchregistration) of all discounts and commissions payable, if any, to underwriters or brokers inconnection with a registration of Registrable Securities pursuant to this Agreement.          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 (as amended from time to time as providedherein).
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   If to the Company: Cogdell Spencer Inc.**