**Exhibit 2.2**

 

PUT/CALL AGREEMENT

 

This PUT/CALL AGREEMENT (this “Agreement”) is enteredinto as of July 21, 2005 by and among Cabot Industrial Value Fund Manager,LLC, a Massachusetts limited liability company (“Cabot GP”), each of thelimited partners of the Partnership listed on Exhibit A to thisAgreement (the “Non-REIT LPs”) and**DividendCapital Trust Inc., a Maryland corporation (“DCT”).  A list of the defined terms used in thisAgreement and the sections of this Agreement where such terms are defined isattached to this Agreement as Exhibit B.  Capitalized terms used in this Agreement andnot otherwise defined in this Agreement shall have the meanings ascribed tothem in the Merger Agreement.

 

**RECITALS**

 

WHEREAS, DCT, DCT Acquisition Corporation, a Marylandcorporation and a controlled affiliate of DCT (“Acquisition Sub”), CapitalIndustrial Value Fund, Inc., a Maryland corporation (“REIT LP”) and CabotGP have entered into an Agreement and Plan of Merger dated as of June 17,2005 (the “Merger Agreement”) whereby Acquisition Sub will merge with and intoREIT LP, with REIT LP remaining as the surviving corporation controlled by DCT(such merger transaction is referred to herein as the “Merger Transaction”).

 

WHEREAS, contemporaneously with the closing of theMerger Transaction (the “Closing”), the Amended and Restated LimitedPartnership Agreement of Cabot Industrial Value Fund, L.P. (the “Partnership”)shall be amended and restated in the form of the Second Amended and RestatedLimited Partnership Agreement attached as Exhibit M to the MergerAgreement (as so amended and restated, the “Partnership Agreement”), CabotIndustrial Value Fund, Inc., a Maryland corporation which will bebeneficially owned by DCT following the closing of the Merger Transaction, shallreplace Cabot GP as the sole general partner of the Partnership, with thegeneral partner interest of Cabot GP converted to a limited partner interest inthe Partnership, and the Non-REIT LPs shall continue to hold limitedpartnership interests in the Partnership.

 

WHEREAS, as contemplated by the Merger Agreement, theparties are entering into this Agreement to set forth certain rights andobligations of the parties with respect to the limited partnership interests inthe Partnership held by Cabot GP and the Non-REIT LPs following the MergerTransaction.

 

NOW, THEREFORE, in consideration of the foregoingrecitals and the mutual agreements, covenants and conditions contained in thisAgreement, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged by the parties, the parties herebyagree as set forth below.

 

1.                                       PutOption. 

 

## 1.1                         At anytime during the period beginning April 1, 2006 through July 1, 2006**(the “Initial Put Period”), each of Cabot GP and eachNon-REIT LP (each an “Interest Holder”) shall have the irrevocable right andoption, by giving DCT a Put Notice (as described below), to require DCT topurchase all (but not less than all) of the Interest Holder’s limitedpartnership interests in the Partnership for an amount equal to the InterestHolder’s Initial Put Price (as

 

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## defined below).  Beginning on January 1, 2009, at anytime during the month of January in 2009 and in each calendar yearthereafter (the “Subsequent Put Periods”), each Interest Holder shall have theirrevocable right and option, by giving DCT a Put Notice, to require DCT topurchase all (but not less than all) of the Interest Holder’s limitedpartnership interests in the Partnership for an amount equal to the InterestHolder’s Subsequent Put Price (as defined below).* *As used herein, “Put Price” shallrefer to either the Initial Put Price or a Subsequent Put Price, as applicable.

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## 1.2                         On thedate of sale designated in a Put Notice, the applicable Interest Holder shall (a) sell,assign, convey, transfer and deliver to DCT all of its limited partnershipinterests in the Partnership free and clear of all pledges, security interests,adverse claims, liens, restrictions and encumbrances (other than those setforth in the Partnership Agreement, as then in effect) against payment thereforof such Interest Holder’s Initial Put Price or Subsequent Put Price, asapplicable, (b) withdraw as a partner of the Partnership and (c) executeand deliver all instruments, agreements and other documents reasonablynecessary to effect the foregoing, including, without limitation, (x) acertificate by such Interest Holder as of such date that the representationsand warranties in Section 7 with respect to such Interest Holder and suchlimited partnership interest are true and correct as of such date, (y) if suchInterest Holder is not an individual, a certificate by the secretary or other appropriatePerson of such Interest Holder as of such date as to (i) the incumbency ofits officers or other signatories, (ii) authorizations relating to thisAgreement, and (iii) the organizational documents of such Interest Holderand (z) if such Interest Holder is registered entity, a certificate of goodstanding as of a recent date from the secretary of state of its state oforganization.  DCT shall make payment incash by wire transfer of same day funds of the Initial Put Price or SubsequentPut Price, as applicable, with respect to such Interest Holder to the InterestHolders’ Representative (as defined below) for distribution to such InterestHolder subject, however, to adjustment as provided in Section 3 and4.  Upon payment of an Interest Holder’sInitial Put Price or Subsequent Put Price, as applicable, to the InterestHolders’ Representative, such Interest Holder shall cease to be, and shall haveno further rights or obligations as, a limited partner of the Partnership,except the right to receive the Initial Put Price or Subsequent Put Price, asapplicable, obligations of Cabot GP to pay the remaining balance owed under the“CSFB Agreement” pursuant to Section 6.5 of the Partnership Agreement, andconfidentiality obligations pursuant to Section 12.12 of the PartnershipAgreement.  If DCT GP requests, DCT shallset off against the Initial Put Price or Subsequent Put Price, as applicable,any amounts owed by such Interest Holder pursuant to Section 6.5 of thePartnership Agreement subject, however, to the right of the Interest Holders’Representative to reasonably approve the amount of such set off.

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## 1.3                         The PutNotice shall designate the date of sale, which date shall be not less than ten (10) BusinessDays and not more than fifteen (15)

 

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## Business Days after DCT’sreceipt of such Put Notice.  The PutNotice shall be delivered to DCT at the address provided in Section 10.

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## 1.4                         TheInitial Put Price for each Interest Holder is the difference between (a) theproduct of (i) Two Hundred Seventy Nine Million Thirty Thousand TwoHundred and Fifty Dollars ($279,030,250.00), multiplied by (ii) thePut/Call Payment Percentage for such Interest Holder set forth in Exhibit A,minus (b) the product of (i) $20,736,918.94, multiplied by (ii) suchInterest Holder’s Adjustment Pro Rata Percentage.  The Subsequent Put Price for each InterestHolder shall equal the fair market value of the limited partnership interest inthe Partnership held by such Interest Holder as determined pursuant to Section 6.  Notwithstanding anything to the contrarycontained in this Agreement, there shall be no adjustment to the Subsequent PutPrice pursuant to Sections 3 or 4 of this Agreement.

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## 1.5                         Notwithstandingthe foregoing, DCT shall not be under any obligation to purchase an InterestHolder’s limited partnership interest pursuant to a Put Notice if any of therepresentations or warranties in Section 7 of this Agreement with respectto such Interest Holder or such limited partnership interest is in default inany material respect.

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2.                                       CallOption 

 

## 2.1                         At anytime during the period beginning April 1, 2007 through July 1, 2007(the “Initial Call Period”), DCT shall have the irrevocable right and option,by giving the Interest Holders’ Representative a Call Notice (as describedbelow), to purchase all (but not less than all) of the limited partnership interestsin the Partnership of all (but not less than all) of the Interest Holders foran amount equal to the Interest Holders’ aggregate Initial Call Prices (asdefined below).  Beginning on January 1,2009, at any time during the month of January in 2009 and in each calendaryear thereafter (the “Subsequent Call Periods”), DCT shall have the irrevocableright and option, by giving the Interest Holders’ Representative a Call Notice,to purchase all (but not less than all) of the limited partnership interests inthe Partnership of all (but not less than all) of the Interest Holders for anamount equal to the Interest Holders’ aggregate Subsequent Call Prices (asdefined below).* *Asused herein, “Call Price” shall refer to either the Initial Call Price or aSubsequent Call Price, as applicable.

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## 2.2                         On thedate of sale designated in the Call Notice, each Interest Holder shall (a) sell,assign, convey, transfer and deliver to DCT all of its limited partnershipinterest in the Partnership, free and clear of all pledges, security interests,adverse claims, liens, restrictions and encumbrances (other than those setforth in the Partnership Agreement, as then in effect), against paymenttherefor of such Interest Holder’s Initial Call Price or Subsequent Call Price,as applicable, (b) withdraw as a partner of the Partnership and (c) executeand deliver all instruments, agreements and other documents reasonablynecessary to effect the foregoing, including, without limitation, (x) acertificate

 

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## by such Interest Holderas of such date that the representations and warranties in Section 7 withrespect to such Interest Holder and such limited partnership interest are trueand correct as of such date, (y) if such Interest Holder is not an individual,a certificate by the secretary or other appropriate person of such InterestHolder as of such date as to (i) the incumbency of its officers or othersignatories, (ii) authorizations relating to this Agreement, and (iii) theorganizational documents of such Interest Holder and (z) if such InterestHolder is registered entity, a certificate of good standing as of a recent datefrom the secretary of state of its state of organization.  DCT shall make payment in cash by wiretransfer of same day funds of the Initial Call Price or Subsequent Call Price,as applicable, to the Interest Holders’ Representative (as defined below) fordistribution to the applicable Interest Holder. Upon payment of the Interest Holder’s Initial Call Price or SubsequentCall Price, as applicable, to the Interest Holders’ Representative, suchInterest Holder shall cease to be, and shall have no further rights orobligations as, a limited partner of the Partnership, except the right toreceive the Initial Call Price or Subsequent Call Price, as applicable,obligations of Cabot GP to pay the remaining balance owed under the “CSFBAgreement” pursuant to Section 6.5 of the Partnership Agreement, andconfidentiality obligations pursuant to Section 12.12 of the PartnershipAgreement.  If DCT GP requests, DCT shallset off against the Initial Call Price or Subsequent Call Price, as applicable,any amounts owed by such Interest Holder pursuant to Section 6.5 of thePartnership Agreement subject, however, to the right of the Interest Holders’Representative to reasonably approve the amount of such set off.

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## 2.3                         The CallNotice shall designate the date of sale, which date shall be not less than ten (10) BusinessDays and not more than fifteen (15) Business Days after the Interest Holders’Representative’s receipt of such Call Notice. The Call Notice shall be delivered to the Interest Holders’Representative at the notice address provided in Section 10.

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## 2.4                         TheInitial Call Price for the limited partnership interest of each Interest Holdershall be equal to the product of (A) the Initial Put Price (prior to anyadjustment pursuant to Sections 3 or 4)**multiplied by (B) one(1) plus the percentage increase, if any, in the Consumer Price Index –All Urban Consumers, All Items, published by US Department of Labor, Bureau ofLabor Statistics,******for the most recent twelvemonth period that is available on April 1, 2007 (the “Call Adjuster”);provided, that the Call Adjuster shall in no event be less than 1.025 orgreater than 1.035.  The Initial CallPrice as so determined shall be subject to adjustment as provided in Sections 3and 4.  The Subsequent Call Price foreach Interest Holder shall equal the fair market value of the limitedpartnership interest in the Partnership held by such Interest Holder asdetermined pursuant to Section 6. Notwithstanding anything to the contrary contained in this Agreement,there shall be no adjustment to any Subsequent Call Price pursuant to Sections3 or 4 of this Agreement.

 

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## 2.5                         Notwithstandingthe foregoing, DCT shall not be under any obligation to purchase an InterestHolder’s limited partnership interest pursuant to a Call Notice if any of therepresentations or warranties in Section 7 of this Agreement with respectto such Interest Holder or such limited partnership interest is in default inany material respect.

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3.                                       Adjustmentsto Put Price/Call Price; Other Payments to Interest Holders 

 

## 3.1                         Upon thedetermination of the Closing Pro-Rated Adjustment in accordance with Section 1.8(d) ofthe Merger Agreement, in the event the Closing Pro-Rated Adjustment isdifferent from the Estimated Pro-Rated Adjustment (excluding in such caseleasing commissions, tenant improvement costs and capital improvements requiredunder leases that are allocated according to Sections 1.8(g)(v) and 1.8(g)(vi) ofthe Merger Agreement), each Interest Holder’s Initial Put Price or Initial CallPrice, as applicable, shall be appropriately adjusted by an amount equal to thedifference between such amounts, multiplied by such Interest Holder’sAdjustment Pro Rata Percentage as set forth on Exhibit A (withrespect to each Interest Holder, the “Adjustment Pro Rata Percentage”).  If pursuant to Section 1.8(d) ofthe Merger Agreement there is an adjustment in favor of the Stockholders underthe Merger Agreement, then the adjustment pursuant to this Section 3.1shall result in an increase in each Interest Holder’s Initial Put Price orInitial Call Price, as applicable, calculated in accordance with the precedingsentence, and if the adjustment pursuant to Section 1.8(d) of theMerger Agreement is in favor of the Buyer under the Merger Agreement, then theadjustment pursuant to this Section 3.1 shall be in the form of a decreasein each Interest Holder’s Initial Put Price or Initial Call Price, asapplicable, calculated in accordance with the preceding sentence.  If there is a sale pursuant to a Put Noticeor Call Notice prior to the determination of the Closing Pro-Rated Adjustmentin accordance with Section 1.8(d) of the Merger Agreement and theClosing Pro-Rated Adjustment is different from the Estimated Pro-RatedAdjustment when the same is finally determined, then within three (3) BusinessDays following such determination, DCT and the applicable Interest Holder shallappropriately adjust for such difference either (i) if there is anadjustment in favor of DCT, by jointly authorizing and directing the EscrowAgent to pay to DCT within three (3) Business Days following delivery ofsuch authorization an amount equal to the product of (A) the differencebetween such amounts multiplied by (B) such Interest Holder’s AdjustmentPro Rata Percentage, and (ii) if there is an adjustment in favor of the InterestHolder, by DCT paying to the Interest Holders’ Representative, for payment tosuch Interest Holder, the product of (A) the difference between suchamounts, multiplied by (B) such Interest Holder’s Adjustment Pro RataPercentage, by wire transfer of immediately available funds.

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## 3.2                         Upon thedetermination of the Closing Adjusted Working Capital in accordance with Section 1.8(c) ofthe Merger Agreement, (i) in the event the Closing Adjusted WorkingCapital minus the Closing Total Debt, is

 

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## less than the EstimatedClosing Adjusted Working Capital minus the Estimated Total Debt, each InterestHolder’s Initial Put Price or Initial Call Price, as applicable, shall bereduced by an amount equal to the product of (A) the difference betweensuch amounts, multiplied by (B) the applicable Interest Holder’sAdjustment Pro Rata Percentage, and (ii) in the event that the ClosingAdjusted Working Capital minus the Closing Total Debt is greater than theEstimated Closing Adjusted Working Capital minus the Estimated Total Debt, theapplicable Interest Holder’s Initial Put Price or Initial Call Price, asapplicable, shall be increased by the product of (A) the differencebetween such amounts, multiplied by (B) the Interest Holder’s AdjustmentPro Rata Percentage.

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## 3.3                         If as ofthe date of sale of limited partnership interests in the Partnership pursuantto a Put Notice or Call Notice, the Partnership has undistributed OperatingCash Flow or undistributed Net Capital Proceeds (each as defined in the PartnershipAgreement), undistributed proceeds from the sale of the Helen Street Propertyor the Baltimore Property or from a final judgment in or settlement of thelitigation involving the Helen Street Rent Escrow and/or the Helen StreetImprovements Escrow (as each such terms are defined in the PartnershipAgreement), or undistributed collected rent from the tenant of the BaltimoreProperty for the period prior to June 1, 2006, then the applicableInterest Holder’s Initial Put Price or Initial Call Price, as applicable, shallbe increased by an amount equal to the product of (A) the aggregate amountof such undistributed Operating Cash Flow, Net Capital Proceeds, proceeds fromthe sale of such Helen Street Property or Baltimore Property or from such finaljudgment or settlement or such undistributed collected rent, multiplied by (B) inthe case of undistributed Operating Cash Flow or undistributed Net CapitalProceeds, the Percentage (as defined in the Partnership Agreement) of theapplicable Interest Holder, and in the case of undistributed proceeds from thesale of such Helen Street Property or Baltimore Property, from a final judgmentin or settlement of the litigation involving the Helen Street Rent Escrowand/or the Helen Street Improvements Escrow or such undistributed collectedrent, the amount of such proceeds or rent that would be distributed to suchInterest Holder if 100% of such proceeds were distributed pursuant to Sections6.3 and 6.4 of the Partnership Agreement. If, as of the date of any sale pursuant to a Put Notice or Call Notice,the Partnership has entered into a binding contract for the sale of the HelenStreet Property or Baltimore Property that, if and when consummated, would giverise to a distribution requirement to the applicable Interest Holder pursuantto Section 6.3 or 6.4 of the Partnership Agreement, but has not closed onsuch sale then, upon the consummation of such sale, DCT shall pay to theInterest Holders’ Representative for distribution to the applicable InterestHolder the amount that would have been distributed to such Interest Holderpursuant to Section 6.3 or 6.4 of the Partnership Agreement if suchInterest Holder had still been a partner in the Partnership and 100% of suchproceeds from such sale were distributed at such time.  In addition to the foregoing:

 

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a)                                      Iffollowing any sale pursuant to a Put Notice or Call Notice but prior to thatdate which is three (3) years after the date of this Agreement, thePartnership receives a final judgment in or settlement of the litigationinvolving the Helen Street Rent Escrow and/or the Helen Street ImprovementsEscrow or collects rent from the tenant at the Baltimore Property for theperiod prior to June 1, 2006, then DCT shall promptly pay to the InterestHolders’ Representative for distribution to the applicable Interest Holder theamount of the proceeds from such judgment or settlement or such collected rent thatwould have been paid to such Interest Holder pursuant to Section 6.3 or Section 6.4of the Partnership Agreement if such Interest Holder had still been a partnerin the Partnership and 100% of such proceeds were distributed at such time; and

 

(b)                                 iffollowing any sale pursuant to any Put Notice or Call Notice but prior to thatdate which is twelve (12) months after the date of this Agreement there is asale of the Baltimore Property that would have resulted in a distribution to theapplicable Interest Holder pursuant to Section 6.4 of the PartnershipAgreement if such Interest Holder had continued to be a limited partner in thePartnership, then DCT shall promptly pay to the Interest Holders’Representative for distribution to such Interest Holder an amount equal to thedistribution that such Interest Holder would have received pursuant to Section 6.4of the Partnership Agreement if such Interest Holder had still been a partnerin the Partnership and 100% of such proceeds were distributed at such time.

 

## 3.4                         If there isa sale of any Seller Property (including, without limitation, the BaltimoreProperty and the Helen Street Property), then each Interest Holder’s InitialPut Price or Initial Call Price, as applicable, shall be decreased to theextent that the proceeds distributed to such Interest Holder from such sale pursuantto the Partnership Agreement exceed such Interest Holder’s share of the excessof such proceeds over the value allocated to such Seller Property by Buyer ingood faith in connection with the Merger Agreement (which allocations Buyer hasprovided to Seller prior to the date of this Agreement.)

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## 3.5                         If DCT isobligated under the Merger Agreement to make a payment to the SellerRepresentative after the date hereof pursuant to Section 1.14(c) ofthe Merger Agreement as a result of its acquisition of the Seattle Property,then the Initial Put Price or Initial Call Price, as applicable, of eachInterest Holder shall be increased by an amount equal the product of (i) theamount set forth in clause (A) of the last sentence of such Section 1.14(c) ofthe Merger Agreement, multiplied by (ii) such Interest Holder’s AdjustmentPro Rata Percentage.

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## 3.6                         To theextent that any lease described in Exhibit K to the MergerAgreement that was not executed as of the date hereof is subsequently executedby the applicable tenant and the Partnership or a subsidiary or othertransferee affiliate of DCT on substantially the same terms as set forth in suchExhibit K for such lease and the payment of rent under such lease commenced

 

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## within the number ofmonths set forth in such Exhibit K for such lease, then the InitialPut Price or Initial Call Price, as applicable, of each Interest Holder shallbe increased by an amount equal to the product of (i) the monthly rentshown on such Exhibit K for such lease multiplied by (ii) thedifference between (x) the number of months set forth for such lease in such Exhibit Kand (y) the number of months (or portions of months) that have expired sincethe date hereof prior to the commencement of payment of rent multiplied by (iii) suchInterest Holder’s Adjustment Pro Rata Percentage.

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## 3.7                         If DCT becomesobligated under the Merger Agreement to make a payment to the SellerRepresentative pursuant to Section 1.8(f) of the Merger Agreement asa result of the collection of Uncollected Tenant Payments, then (i) to theextent that an Interest Holder continues to be a limited partner in thePartnership, such Interest Holder’s Initial Put Price or Initial Call Price, asapplicable, shall be increased by an amount equal to the product of (A) suchUncollected Tenant Payments that are collected and (B) such InterestHolder’s Adjustment Pro Rata Percentage, and (ii) to the extent that anInterest Holder has sold its limited partnership interest pursuant to a PutNotice or a Call Notice, DCT will be obligated to promptly pay to the InterestHolders’ Representative, for payment to such Interest Holder, an amount equalto the product of (A) such Uncollected Tenant Payments that are collected and(B) such Interest Holder’s Adjustment Pro Rata Percentage.

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4.                                       Put/CallEscrow Agreement

 

## 4.1                         Section 9of this Agreement provides that DCT is entitled to indemnification from andagainst certain Losses (as defined in Section 9.2).  Prior to the sale of a limited partnershipinterest of an Interest Holder pursuant to a Put Notice by such Interest Holderor a Call Notice by DCT, any indemnification amounts to which DCT is entitledwith respect to such Interest Holder pursuant to Section 9.2 shall besubtracted from the Initial Put Price or the Initial Call Price.

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## 4.2                         If at thetime of a sale of a limited partnership interest of an Interest Holder pursuantto a Put Notice or a Call Notice there is the possibility of continuingadjustments to the Initial Put Price or Initial Call Price, as applicable, pursuantto Section 3.1 and/or continuing indemnification obligations pursuant to Section 9.2,the Interest Holders’ Representative and DCT shall enter into an escrow agreementwith the Escrow Agent in the form attached hereto as Exhibit D (the“Put/Call Escrow Agreement”) providing for the formation of an escrow fund.

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## 4.3                         Theamount of the payment to an Interest Holder in connection with a sale of alimited partnership interest pursuant to a Put Notice or a Call Notice shall bereduced by an amount equal to the difference between (A) such InterestHolder’s Adjustment Pro Rata Percentage of the Put/Call Escrow Amount and (B) thesum of (x) any indemnification amounts subtracted

 

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## from such Interest Holder’sInitial Put Price or Initial Call Price, as applicable, pursuant to Section 4.1and (y) if there is any Put/Call Post-Closing Adjustment Escrow Amount, anyamounts subtracted from such Interest Holder’s Initial Put Price or InitialCall Price, as applicable, pursuant to Sections 3.1 and 3.2 prior to the dateof sale of such Interest Holder’s limited partnership interest pursuant to suchCall Notice or Put Notice.  The reductionamount equal to the difference between (A) and (B) of the foregoingsentence shall be deposited into escrow pursuant to the Put/Call EscrowAgreement.

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## 4.4                         Thefollowing terms as used in Agreement shall have the meanings set forth below.

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### 4.4.1                        The “Put/Call Post-ClosingAdjustment Escrow Amount” for each Interest Holder shall mean the product of (A) theamount mutually agreed upon by Buyer and Seller in accordance with Section 5.12of the Merger Agreement, multiplied by (B) such Interest Holder’sAdjustment Pro Rata Percentage (together with any interest earned on suchproduct while held in escrow), which, in addition to the Put/CallIndemnification Escrow Amount, shall secure and serve as the sole and exclusiveremedy for satisfying DCT ‘s rights to payments under Section 3.  Notwithstanding the foregoing, there shall beno Put/Call Post-Closing Adjustment Escrow Amount if there is no possibility ofcontinuing adjustments to the Initial Put Price or Initial Call Price, asapplicable, pursuant to Section 3.1.

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### 4.4.2                        The “Put/Call IndemnificationEscrow Amount” for each Interest Holder shall mean the product of (A) Five MillionDollars ($5,000,000) multiplied by (B) such Interest Holder’s AdjustmentPro Rata Percentage (together with any interest earned on such product whileheld in escrow), which shall secure and serve as the sole and exclusive remedyfor satisfying DCT ‘s rights to payments under Section 9.2 of thisAgreement and, in addition to the Put/Call Post-Closing Adjustment EscrowAmount, for satisfying DCT ‘s rights to payments under Section 3.

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### 4.4.3                        The “Put/Call Escrow Amount”means, collectively the Put/Call Post-Closing Adjustment Escrow Amount and thePut/Call Indemnification Escrow Amount.

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5.                                       InterestHolders’ Representative

 

## 5.1                         Cabot GP****shall serve as the representative of the Interest Holderswith respect to matters arising after the date hereof in connection with allmatters arising under or related to this Agreement including, withoutlimitation, the post-closing adjustments set forth in Section 3, theindemnification rights and obligations set forth in Section 9, and mattersarising under or relating to the Put/Call Escrow Agreement (in such capacity,the “Interest Holders’ Representative”). The Interest Holders’ Representative shall have all of the rights andshall perform all of the obligations of the Interest Holders’ Representative asset forth in the Put/Call Escrow Agreement and this Agreement.  Without limiting the foregoing, the InterestHolders’ Representative shall have the exclusive right, power and authority, onbehalf of the Interest Holders, (w) to take any actions the Interest Holders’Representative may deem

 

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## necessary or proper onbehalf of the Interest Holders in connection with the post-closing adjustmentspursuant to Section 3, (x) to pursue, defend, and settle anyindemnification claims made pursuant to Section 9, and to do all thingsand to take all other actions the Interest Holders’ Representative may considernecessary or proper to resolve any indemnification claims, (y) to consentto the sale of the Helen Street Property without retaining an interest in theHelen Street Rent Escrow or Helen Street Improvements Escrow, and (z) give andreceive all notices, make all decisions and take all other actions on behalf ofthe Interest Holders in connection with this Agreement.

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## 5.2                         Alldecisions and actions by the Interest Holders’ Representative pursuant to itsauthority granted herein shall be binding upon each Interest Holder and noInterest Holder shall have any right to object, dissent, protest or otherwisecontest the same.  DCT shall be entitledto deal with and rely conclusively on the Interest Holders’ Representative asprovided herein as if, and with the same effect as if, the Interest Holders’Representative constituted all Interest Holders and DCT shall not be under anyobligation to involve itself with the Interest Holders’ Representative’sperformance for the benefit of the Interest Holders or the Interest Holders’relationship among themselves.

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## 5.3                         TheInterest Holders’ Representative shall have full power and authority on behalfof each Interest Holder to take any and all actions, execute any and allinstruments (other than the instruments, agreements, certificates and documentsdelivered pursuant to Sections 1.2, 2.2 and 10.13 of this Agreement, whichshall be executed by the applicable Interest Holder), and execute or waive anyand all rights and obligations of each Interest Holder in connection with thematters covered by Section 3, Section 4 and Section 9.2 and allother matters arising under or relating to this Agreement.  The Interest Holders’ Representative at alltimes shall be the same Person as the Seller Representative.  No bond shall be required of the InterestHolders’ Representative, and the Interest Holders’ Representative shall receiveno compensation for its services in such capacity.  Notices or communications to or from theInterest Holders’ Representative shall constitute notice to or from each of theInterest Holders.  The Interest Holders’Representative shall have reasonable access to information about thePartnership, provided that the Interest Holders’ Representative shall treatconfidentially and not disclose the Seller Rent Roll and other lease informationrelated to the Seller Properties to anyone (except on a need to know basis toindividuals who agree to treat such information confidentially or in connectionwith any arbitration or other dispute resolution proceeding).

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## 5.4                         DCT shallmake payment of all amounts to be paid to the Interest Holders under this Agreementto the Interest Holders’ Representative for distribution to the InterestHolders.  DCT’s sole obligation withrespect to the payment of amounts under this Agreement shall be to pay such amountsto the Interest Holders’ Representative, and the Interest Holders shall look solelyto the

 

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## Interest Holders’ Representativefor payment thereof following such payment by DCT.

 

6.                                       Determinationof Fair Market Value for Subsequent Put Price.  If a Subsequent Put Price or a SubsequentCall Price is to be determined pursuant to this Agreement, then DCT and theInterest Holders’ Representative shall attempt to agree on the fair marketvalue of the applicable limited partnership interests in the Partnership inconnection therewith.  If the InterestHolders’ Representative and DCT fail to agree on such fair market value withinten (10) Business Days after a request from the other that they attempt toagree on such fair market value, such fair market value shall be determined bya single appraiser satisfactory to both the Interest Holders’ Representativeand DCT, if they are able to agree to such an appraiser within ten (10) BusinessDays after the request of the Interest Holders’ Representative and DCT.  If no single appraiser is so selected, theInterest Holders’ Representative and DCT shall each appoint an independentappraiser who has at least ten (10) years’ experience appraisingcomparable interests in partnerships that own industrial real estate and who isnot then employed or anticipated to be employed, and who during the last threeyears has not been employed, by the party selecting the appraiser or anyaffiliate thereof, and in the case of the third appraiser contemplated below,either such party or any affiliate thereof. The two appraisers so appointed shall thereafter appoint a thirdappraiser within ten (10) Business Days after their appointment who meetsthe same qualifications.  If they fail todo so, the Interest Holders’ Representative and DCT may request that the headof a recognized professional association of real estate appraisers designate athird appraiser with such qualifications. The three appraisers so appointed shall within thirty (30) daysthereafter render their judgment as to the fair market value of the applicablelimited partnership interests.  If theInterest Holders’ Representative fails to select an appraiser within ten (10) BusinessDays after the request by DCT that it do so, the fair market value of theapplicable limited partnership interests shall be the fair market value asdetermined by an appraiser who meets the qualifications stated above and who isselected solely by DCT.  If DCT fails toselect an appraiser within ten (10) Business Days after the request by theInterest Holders’ Representative that it do so, the fair market value of theapplicable limited partnership interests shall be the fair market value asdetermined by an appraiser who meets the qualifications as stated above and whois selected solely by the Interest Holders’ Representative.  If three appraisers are to determine the fairmarket value of the applicable limited partnership interests, then such fairmarket value shall be deemed to be (i) if two of the appraisals areidentical, such identical amount, (ii) if one appraisal is the numericalaverage of the other two appraisals, the amount set forth in such appraisal,and (iii) otherwise, the numerical average of the two appraisals that areclosest together in absolute dollars.  Theappraisers appointed to determine the fair market value of limited partnershipinterests pursuant to this Section 6 shall be instructed first todetermine the fair market value of all of the assets of the Partnership andthen calculate the fair market value of the limited partnership interests asthe amount of distributions that would be made pursuant to the PartnershipAgreement on account of such limited partnership interests if all of the assetsof the Partnership were sold for their determined fair market value, thePartnership repaid all of its and its subsidiaries’ indebtedness (ignoring anyprepayment penalties or similar amounts) and paid customary seller third partyclosing and other transaction costs.  TheInterest Holders shall be responsible to pay the cost of any appraisers selectedpursuant to this Section 6 in proportion to their respective AdjustmentPro Rata Percentages.

 

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7.                                       Representationsand Warranties of the Interest Holders.****** Each Interest Holder hereby severally representsand warrants to DCT as follows as of the date hereof and, except for therepresentations as to the Partnership in Section 7.1.1, as of the sale of his,her or its limited partnership interest in the Partnership pursuant to thisAgreement:

 

## 7.1                         Organization,Standing and Power.

 

### 7.1.1                        The Partnership is a limitedpartnership duly formed, validly existing and in good standing under the lawsof Delaware.  The Partnership has allrequisite power and authority to own, operate, lease and encumber its propertiesand carry on its business as now being conducted.  The Partnership is duly qualified or licensedto do business as a foreign limited partnership and is in good standing in eachjurisdiction in which the nature of its business makes such qualification or licensingnecessary, other than in such jurisdictions where the failure to be soqualified or licensed, individually or in the aggregate would not have a SellerMaterial Adverse Effect.  The Partnershiphas delivered to DCT complete and correct copies of the Partnership Agreementand Certificate of Limited Partnership of the Partnership, in each case, asamended or supplemented, each of which is in full force and effect.

###  

### 7.1.2                        Cabot GP is a limited liabilitycompany duly formed, validly existing and in good standing under the laws ofMassachusetts.  Cabot GP has allrequisite power and authority to carry on its business as now beingconducted.  Cabot GP is duly qualified orlicensed to do business as a foreign limited liability company and is in goodstanding in each jurisdiction in which the nature of its business makes suchqualification or licensing necessary, other than in such jurisdictions wherethe failure to be so qualified or licensed, individually or in the aggregatewould not have a Seller Material Adverse Effect or on its ability to consummatethe transaction contemplated hereby. Cabot GP has delivered to DCT complete and correct copies of the Amendedand Restated Limited Liability Company Agreement and Certificate of Formationof Cabot GP, in each case, as amended or supplemented, each of which is in fullforce and effect.

###  

### 7.1.3                        For each Non-REIT LP that is anentity and not an individual, such Non-REIT LP is an entity duly formed,validly existing and in good standing in the jurisdiction of its organization,has all requisite power and authority to carry on its business as now beingconducted, and is duly qualified or licensed to do business and is in goodstanding in each jurisdiction in which the nature of its business makes suchqualification or licensing necessary, other than in such jurisdictions wherethe failure to be so qualified or licensed, individually or in the aggregatewould not have a material adverse effect on such Non-REIT LP or on its abilityto consummate the transaction contemplated hereby.  Such Non-REIT LP has delivered to DCTcomplete and correct copies of its formation and organization documents, asapplicable, in each case as amended or supplemented, each of which is in fullforce and effect

###  

### 7.1.4                        No Interest Holder is a “foreignperson” within the meaning of Section 1445(f)(3) of the InternalRevenue Code of 1986.

 

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## 7.2                         Authority;Noncontravention; Consents; Litigation.

##  

### 7.2.1                        Each Interest Holder has therequisite power and authority to enter into this Agreement and to perform itsobligations under this Agreement.  Theexecution and delivery of this Agreement by each of Interest Holder and theperformance by each Interest Holder of its obligations under this Agreement havebeen duly authorized by all necessary action on the part of each such InterestHolder, as applicable.  This Agreementhas been duly executed and delivered by each of the Interest Holders andconstitutes a legal, valid and binding obligation of each of the InterestHolders, enforceable against each of the Interest Holders in accordance withand subject to its terms, except as the same may be limited by bankruptcy,insolvency, reorganization, moratorium or other laws affecting the rights ofcreditors generally and subject to the rules of law governing (and alllimitations on) specific performance, injunctive relief and other equitableremedies.

###  

### 7.2.2                        The execution and delivery ofthis Agreement by each Interest Holder does not, and the consummation of the transactionscontemplated by this Agreement and compliance by such Interest Holder with theprovisions of this Agreement will not, conflict with, or result in anyviolation of, or default (with or without notice or lapse of time, or both)under, or give rise to a right of termination, cancellation or acceleration ofany material obligation or to loss of a material benefit under or result in thecreation of any Lien upon (i) any of the properties or assets of suchInterest Holder (ii) if such Interest Holder is an entity, theorganizational documents of such entity, (iii) any note, mortgage or otherdocument evidencing, governing or securing any indebtedness of such Interest Holderor any of its material properties or assets or (iv) any judgment, order,decree, statue, law, ordinance, rule or regulation that is applicable tosuch Interest Holder or its properties or assets.

###  

### 7.2.3                        No consent, approval, order orauthorization of, or registration, declaration or filing with, any federal,state or local government or any court, administrative or regulatory agency orcommission or other governmental authority or agency, domestic or foreign (a “GovernmentalEntity”), is required by or with respect to any Interest Holder in connectionwith the execution and delivery of this Agreement by any Interest Holder or theconsummation by any of the Interest Holders of the transactions contemplated bythis Agreement.

###  

### 7.2.4                        There is no suit, action orother legal proceeding pending (in which service of process has been received)against or affecting any Interest Holder, nor, to the knowledge of eachInterest Holder, has any such suit, action or other legal proceeding beenthreatened in writing, involving the limited partnership interest of suchInterest Holder or which would reasonably be expected to prevent theconsummation of any of the transactions contemplated by this Agreement, nor isthere any judgment, decree, injunction, rule or order of any court orgovernmental entity or arbitrator outstanding against any Interest Holderhaving, or which insofar as reasonably can be foreseen, in the future wouldhave any such effect.

###  

## 7.3                         Broker.  No broker, investment banker, financialadvisor, finder or other person, is entitled to any broker’s, finder’s,financial advisor’s or other similar fee or commission in connection with thetransactions contemplated hereby pursuant to arrangements made by or on behalfof any of the Interest Holders.

 

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## 7.4                         Ownershipof Partnership Interests.  Each Interest Holder is a properly admitted limitedpartner in the Partnership, owns of record and beneficially the percentage limitedpartnership interest of the Partnership as set forth opposite each suchInterest Holder’s name in Exhibit A, free and clear of any pledges,security interests, adverse claims, liens, restrictions and encumbrance, and isunder no obligation to transfer all or any portion of such limited partnershipinterest to any other person or entity.

##  

Each Interest Holder agrees not to take any actionthat would cause any of its representations and warranties in this Article 7to become inaccurate in any material respect.

 

8.                                       Representationsand Warranties of DCT.  DCT herebyrepresents and warrants to each Interest Holder as follows as of the datehereof and as of the date of its purchase of a limited partnership interest inthe Partnership from such Interest Holder pursuant to this Agreement:

 

## 8.1                         Organization,Standing and Power of DCT.  DCT is acorporation duly incorporated, validly existing and in good standing under thelaws of the State of Maryland and has all requisite corporate power andauthority to own, operate, lease and encumber its properties and carry on itsbusiness as now being conducted.  DCT isduly qualified or licensed to do business as a foreign corporation and is ingood standing in each jurisdiction in which the nature of its business makessuch qualification or licensing necessary, other than in such jurisdictionswhere the failure to be so qualified or licensed, individually or in theaggregate, would not have a Buyer Material Adverse Effect.

##  

## 8.2                         Authority;Noncontravention; Consents.

 

### 8.2.1                        DCT has the requisite corporatepower and authority to enter into this Agreement and to perform its obligationsunder this Agreement.  The execution anddelivery of this Agreement by DCT and the performance by DCT of its obligationsunder this Agreement have been duly authorized by all necessary action on thepart of DCT.  This Agreement has beenduly executed and delivered by DCT and constitutes a legal, valid and bindingobligation of DCT, enforceable against DCT in accordance with and subject toits terms, except as the same may be limited by bankruptcy, insolvency,reorganization, moratorium or other laws affecting the rights of creditorsgenerally and subject to the rules of law governing (and all limitationson) specific performance, injunctive relief and other equitable remedies.

###  

### 8.2.2                        The execution and delivery ofthis Agreement by DCT does not, and the consummation of the transactionscontemplated by this Agreement and compliance by DCT with the provisions ofthis Agreement will not, conflict with, or result in any violation of ordefault (with or without notice or lapse of time, or both) under, or give riseto a right of termination, cancellation or acceleration of any materialobligation or to loss of a material benefit under, or result in the creation ofany Lien upon (i) any of the properties or assets of DCT, (ii) underthe Articles of Incorporation of DCT or the Bylaws of DCT , each as amended orsupplemented, (iii) any note, mortgage or other document evidencing,governing or securing any indebtedness of DCT or (iv) any judgment, order,decree, statute, law, ordinance, rule or regulation that is applicable toDCT or its properties or assets.

 

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### 8.2.3                        No consent, approval, order orauthorization of, or registration, declaration or filing with any GovernmentalEntity is required by or with respect to DCT in connection with the executionand delivery of this Agreement by DCT or the consummation by DCT of thetransactions contemplated by this Agreement.

###  

### 8.2.4                        There is no suit, action orother legal proceeding pending (in which service of process has been received)against or affecting DCT, nor, to the knowledge of DCT, has any such suit,action or other legal proceeding been threatened in writing which wouldreasonably be expected to prevent the consummation of any of the transactionscontemplated by this Agreement, nor is there any judgment, decree, injunction, rule ororder of any court or governmental entity or arbitrator outstanding against DCThaving, or which insofar as reasonably can be foreseen, in the future wouldhave any such effect.

###  

## 8.3                         Broker.  No broker, investment banker, financialadvisor, finder or other person, is entitled to any broker’s, finder’s,financial advisor’s or other similar fee or commission in connection with thetransactions contemplated hereby pursuant to arrangements made by or on behalfof DCT.

##  

## DCT agrees not to take any action that would cause any of itsrepresentations and warranties in this Article 8 to become inaccurate inany material respect.

##  

9.                                       SurvivalOf Representations And Warranties; Indemnification; Further Assurances.  

 

## 9.1                         Survival.  Subject to the limitations and otherprovisions of this Agreement, the representations and warranties of the partieshereto contained herein as they relate to any sale of a limited partnershipinterest by any Interest Holder, shall survive the date hereof and shall remainin full force and effect for a period of 6 months after consummation of suchsale, and each covenant and agreement of the parties hereto contained herein asthey relate to any sale of a limited partnership interest by any Interest Holdershall remain in full force and effect for a period until 6 months after suchsale (such date is the “Put/Call Representations Indemnification Cut-Off Date”)except that the covenants and agreements of the parties in Sections 5, 9,10.13, 10.15 and 10.16 shall survive until the end of the applicable statute oflimitations.

##  

## 9.2                         Indemnificationby the Interest Holders.

 

### 9.2.1                        The Interest Holders agree,subject to the other terms and conditions of this Agreement, to indemnify anddefend DCT against and hold it harmless to the extent of any and all losses,liabilities (including liabilities for taxes), damages (including loss ofrental income), claims, awards, judgments, costs and expenses, including,without limitation, reasonable attorneys’ fees (collectively, “Losses”)actually suffered or incurred by DCT arising out of, in connection with orresulting from (i) the breach of any representation or warranty of anyInterest Holder contained herein or any document executed by an Interest Holderand delivered pursuant hereto, (ii) any breach of any covenant oragreement of any Interest Holder contained herein or any document executed byan Interest Holder and delivered pursuant hereto,

 

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### (iii) any breach of any representation, warranty, covenant oragreement by any party to the Merger Agreement other than DCT and AcquisitionSub, or (iv) any other matter included in clause (i), (ii) or (iv) ofSection 7.2(a) of the Merger Agreement; provided, however, that, in thecase of either clause (i), (ii), (iii) or (iv) above no such Lossshall be indemnified hereunder if and to the extent that the underlyingliability or claim also gave rise to a reduction in the Put Price or Call Pricepursuant to Sections 3 or 4 hereof or a previous reduction in the MergerConsideration, and provided, further, that in no event shall DCT be entitled toindemnification under this Section 9.2 more than once for the same Lossarising from the same state of facts.  Notwithstandinganything to the contrary contained in this Agreement, the liability of theInterest Holders for any Losses pursuant to clause (i) or (ii) aboveshall be several, and not joint and several, and any Losses pursuant to clause (iii) or(iv) above shall be the joint and several obligations of each of theInterest Holders.

###  

### 9.2.2                        The indemnification obligationsof the Interest Holders****pursuant to Section 9.2.1shall be limited as follows:

###  

#### (i)                                     TheInterest Holders****shall have no obligation toprovide any indemnification until the aggregate dollar amount of all Lossesthat would otherwise be indemnifiable pursuant to Section 9.2.1 exceedsthe product of (A) One Hundred Thousand Dollars ($100,000), multiplied by (B) theaggregate of all of the Interest Holders’ Adjustment Pro Rata Percentages (the “Put/CallThreshold Amount”), and then only to the extent such aggregate amount exceedssuch Put/Call Threshold Amount.

####  

#### (ii)                                  TheInterest Holders shall not be obligated to indemnify DCT in the aggregatepursuant to Section 9.2.1 for any amount of otherwise indemnifiable Losseswith respect to such parties in excess of the product of (A) Five MillionDollars ($5,000,000) and (B) the aggregate of all of the Interest Holders’Adjustment Pro Rata Percentages (the “Interest Holder Put/Call Maximum Amount”)or, in the case of indemnification pursuant to clauses (iii) and (iv) ofSection 9.2.1, from any source other than the aggregate Put/CallIndemnification Escrow Amounts.

####  

#### (iii)                               Noindemnification shall be payable to DCT with respect to claims first assertedby DCT pursuant to Section 9.2.1 after the Put/Call Representations IndemnificationCut-Off Date in the case of claims pursuant to (i) and (ii) in Section 9.2.1or after that date which is twelve (12) months after the date of this Agreementin the case of a claim pursuant to clause (iii) or (iv) in Section 9.2.1.

####  

### 9.2.3                        Payments by the InterestHolders pursuant to Section 9.2.2 shall be further reduced by anyinsurance proceeds and any indemnity, contribution or other similar paymentactually received by DCT from any third party with respect thereto.

###  

### 9.2.4                        DCT shall give the InterestHolders’ Representative written notice (a “Claim Notice”) of any claim,assertion, event or proceeding by or in respect of a third party, or any otherclaim, as to which DCT is entitled to indemnification hereunder as soon as ispracticable and in any event within thirty (30) days of the time that DCTlearns of such claim, assertion, event or proceeding; *provided,however*, that the failure to so notify the Interest Holders’Representative shall not affect rights to indemnification hereunder except tothe extent

 

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### that the Interest Holders are actually prejudiced by such failure.  Such Claim Notice shall contain (A) adescription and the amount to the extent reasonably determinable (the “Claimed Amount”)of any Losses incurred or reasonably expected to be incurred, (B) astatement that it is entitled to indemnification under this Section 9 forsuch Losses and a reasonable explanation of the basis therefor and (C) ademand for payment in the amount of such Losses.  If the parties have entered into the Put/CallEscrow Agreement, DCT must also deliver a copy of such Claim Notice to theEscrow Agent simultaneously with delivery of the Claim Notice to the InterestHolders’ Representative.  Upon notice toDCT , the Interest Holders’ Representative shall have the right to direct,through counsel of its own choosing, the defense or settlement of any suchclaim, assertion, event or proceeding by or in respect of a third party wherethe quotient of (a) the remaining balance of the Interest Holder Put/CallMaximum Amount divided by (b) the aggregate Interest Holders’ AdjustmentPro Rata Percentages is equal to or greater than fifty percent (50%) of theClaimed Amount.  If the Interest Holders’Representative elects to assume the defense of any such claim, assertion, eventor proceeding, DCT may participate in such defense and in any event theInterest Holders’ Representative shall keep DCT advised as to the status ofsuch suit or proceeding and defense thereof and shall consider in good faithrecommendations made by DCT with respect thereto, but in such case the expensesof DCT shall be paid by DCT.  DCT shallprovide and shall cause the Interest Holders to provide, as applicable, theInterest Holders’ Representative and counsel with reasonable access to itsrecords and personnel relating to any such claim, assertion, event orproceeding during normal business hours and shall otherwise cooperate with theInterest Holders’ Representative in the defense or settlement thereof and theInterest Holders shall reimburse DCT for all of the reasonable out of pocketexpenses of DCT in connection therewith. Unless and until the Interest Holders’ Representative elects to defendor if, after commencing or undertaking any such defense, the Interest Holders’Representative fails to prosecute or withdraws from such defense, DCT shallhave the right to undertake the defense or settlement thereof, at the InterestHolders’ expense.  Notwithstanding theforegoing, neither DCT , nor the Interest Holders or the Interest Holders’Representative, shall make any settlement or compromise of any such claim,assertion, event or proceeding without the consent of the other (which consentmay not be unreasonably withheld or delayed). Any settlement or compromise made or caused to be made by DCT orthe Interest Holders or the Interest Holders’ Representative, as the case maybe, of any such claim, assertion event, or proceeding shall also be bindingupon the Interest Holders and the Interest Holders’ Representative or DCT, asthe case may be, in the same manner as if a final judgment or decree had beenentered by a court of competent jurisdiction in the amount of such settlementor compromise.

###  

### 9.2.5                        DCT shall not be entitled toany indemnification hereunder with respect to any breach of any representationor warranty contained in Sections 2.9, 2.10 and 2.18 of the Merger Agreementwith respect to which any director, officer, employee, representative or agentof DCT had actual knowledge, at any time prior to the Closing, of such breach,that such breach was threatened or of the events, circumstances or conditionsconstituting or resulting in such breach. DCT shall not be entitled to indemnification hereunder for any Lossarising from a breach of any representation, warranty or covenant set forthherein (and the amount of any Loss incurred in respect of such breach shall notbe included in the calculation of any limitations on indemnification set forthherein) to the extent that such liability is disclosed as a current liabilityon the Post-Closing Balance Sheet.

 

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### 9.2.6                        Within twenty (20) days afterdelivery of a Claim Notice by DCT, the Interest Holders’ Representative shalldeliver to DCT and the Escrow Agent a written response (the “Response”)in which the Interest Holders’ Representative shall: (i) agree that DCT isentitled to receive all of the Claimed Amount (in which case, subject to Section 4.1,the Escrow Agent promptly shall distribute to DCT an amount of cash out of the Put/CallIndemnification Escrow Amount, to the extent available, equal to the ClaimedAmount), (ii) agree that DCT is entitled to receive part, but not all, ofthe Claimed Amount (the “Agreed Amount”) (in which case, subject to Section 4.1, theEscrow Agent shall distribute to DCT an amount of cash out of the Put/Call IndemnificationEscrow Amount, to the extent available, equal to the Agreed Amount) or (iii) disputethat DCT is entitled to receive any of the Claimed Amount.  If the Interest Holders’ Representative doesnot deliver a Response to DCT and Escrow Agent with such 20 day period, theInterest Holders’ Representative shall be deemed to have agreed that DCT isentitled to receive all of the Claimed Amount. If, in the Response, the Interest Holders’ Representative disputes itsliability for all or part of the Claimed Amount, the Interest Holders’Representative and DCT shall follow the procedures set forth below for theresolution of such dispute (a “Dispute”).

###  

During the fifteen (15) day period following thedelivery of a Response that reflects a Dispute, the Interest Holders’Representative and DCT shall use good faith efforts to resolve theDispute.  If the parties have enteredinto the Put/Call Escrow Agreement, and if DCT and the Interest Holders’Representative should so agree, a memorandum setting forth such agreement shallbe prepared and signed by both parties and furnished to the Escrow Agent.  The Escrow Agent shall be entitled to rely onany such memorandum as joint instructions and, subject to Section 4.1, shalldistribute the amount of cash specified in such memorandum out of the Put/CallIndemnification Escrow Amount in accordance with the terms thereof.

 

### 9.2.7                        Anything herein to the contrarynotwithstanding, no breach of any representation, warranty, covenant oragreement contained herein shall give rise to any right on the part of DCT,after the consummation of the transactions contemplated hereby, to rescind thisAgreement or any of the transactions contemplated hereby.

###  

### 9.2.8                        No Interest Holder shall haveany liability under any provision of this Agreement for any consequential(which shall not be deemed to include loss of rents), exemplary or punitivedamages or any multiple of damages (except as part of damages awarded to athird party).

###  

### 9.2.9                        DCT hereby acknowledges andagrees that the Indemnification Escrow Amount and any adjustments to theInitial Put Price or Initial Call Price, as applicable, provided for in thisAgreement shall serve as the sole and exclusive remedy for satisfaction of suchInterest Holder’s obligations pursuant to this Section 9.2.

###  

## 9.3                         Indemnificationby DCT 

 

### 9.3.1                        DCT agrees, subject to the otherterms and conditions of this Agreement, to indemnify the Interest Holdersagainst and hold them harmless from all Losses actually suffered or incurred bythe Interest Holders arising out of, in connection with or resulting from (i) thebreach of any representation or warranty of DCT contained herein, (ii) any

 

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### breach of any covenant or agreement of DCT contained herein, or (iii) anybreach of any representation, warranty, covenant of DCT contained in the MergerAgreement; provided, however, that in no event shall the Interest Holders beentitled to indemnification under this Section 9.3 more than once for thesame Loss arising from the same state of facts.

###  

### 9.3.2                        The indemnification obligationsof DCT pursuant to Section 9.3.1 or otherwise in this Agreement shall notbe effective until the aggregate dollar amount of all Losses that wouldotherwise be indemnifiable pursuant to Section 9.3.1 or otherwise in thisAgreement exceeds the Put/Call Threshold Amount, and then only to the extentsuch aggregate amount exceeds the Put/Call Threshold Amount.  DCT shall not be obligated to indemnify anyInterest Holder pursuant to Section 9.3.1 or otherwise in this Agreementfor any amount of indemnifiable Losses in excess of the product of (A) FiveMillion Dollars ($5,000,000) and (B) the aggregate of all of the InterestHolders’ Adjustment Pro Rata Percentages (the “DCT Put/Call Maximum Amount”).  No indemnification shall be payable to anInterest Holder with respect to claims first asserted by such Interest Holderpursuant to Section 9.3.1 after the Indemnification Cut-Off Date.

###  

### 9.3.3                        Payments by DCT pursuant to Section 9.3.1or otherwise in this Agreement shall be reduced by any insurance proceeds andany indemnity, contribution or other similar payment actually received byInterest Holders from any third parties with respect thereto.

###  

### 9.3.4                        An Interest Holder shall giveDCT a Claim Notice of any claim, assertion, event or proceeding by or inrespect of a third party, or any other claim, as to which such Interest Holdermay request indemnification hereunder as soon as is practicable and in anyevent within thirty (30) days of the time that such Interest Holder learns ofsuch claim, assertion, event or proceeding; *provided, however*,that the failure to so notify DCT shall not affect rights to indemnificationhereunder except to the extent that DCT is actually prejudiced by suchfailure.  Upon notice to the InterestHolder, DCT shall have the right to direct, through counsel of its ownchoosing, the defense or settlement of any such claim, assertion, event orproceeding by or in respect of a third party where the quotient of (a) theremaining balance of the DCT Put/Call Maximum Amount divided by (b) theaggregate Interest Holders’ Adjustment Pro Rata Percentages is less than fiftypercent (50%) of the Claimed Amount.  IfDCT elects to assume the defense of any such claim, assertion, event orproceeding, DCT shall consult with the Interest Holder, the Interest Holder mayparticipate in such defense, but in such case the expenses of the InterestHolder shall be paid by the Interest Holder. The Interest Holder and the Interest Holders’ Representative shallprovide DCT with reasonable access to its and its affiliates’ records andpersonnel relating to any such claim, assertion, event or proceeding duringnormal business hours and shall otherwise cooperate with DCT in the defense orsettlement thereof, and DCT shall reimburse the Interest Holder for all thereasonable out of pocket expenses of such Interest Holder in connectiontherewith.  Unless and until DCT electsto defend or if, after commencing or undertaking any such defense, DCT fails toprosecute or withdraws from such defense, the Interest Holder shall have theright to undertake the defense or settlement thereof, at DCT ‘s expense.  Notwithstanding the foregoing, neither the InterestHolder nor DCT shall make any settlement or compromise of any such claim,assertion, event or proceeding without the consent of the other (which consentmay not be unreasonably withheld or delayed). Any settlement or compromise made or caused to be made by the InterestHolder or DCT , as the case may be, of any such claim, assertion, event orproceeding shall also be binding upon DCT or the

 

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### Interest Holder, as the case may be, in the same manner as if a finaljudgment or decree had been entered by a court of competent jurisdiction in theamount of such settlement or compromise.

###  

### 9.3.5                        Anything herein to the contrarynotwithstanding, no breach of any representation, warranty, covenant oragreement contained herein shall give rise to any right on the part of theInterest Holders, after the consummation of the transactions contemplated by thisAgreement, to rescind this Agreement or any of the transactions contemplatedhereby.

###  

### 9.3.6                        DCT shall not have anyliability under any provision of this Agreement for any consequential, exemplaryor punitive damages or any multiple of damages.

###  

## 9.4                         Treatmentof Escrow Payments.

 

All Put/Call escrow amounts remaining in escrowpursuant to this Agreement shall be deemed to be owned by DCT for taxpurposes.  Any amounts released from anysuch escrow to the Interest Holders pursuant to the Put/Call Escrow Agreement orpayments made by the Interest Holders or DCT , as the case may be, to or forthe benefit of the other parties pursuant to this Section 9 shall betreated as adjustments to the purchase price of the applicable interests fortax purposes, and such agreed treatment shall govern for purposes of thisAgreement.

 

## 9.5                         RemediesExclusive

 

From and after the date hereof, the rights of theparties to indemnification relating to this Agreement or the transactionscontemplated hereby shall be strictly limited to those contained in this Section 9and the Merger Agreement, and, except as set forth in the last sentence of thisSection 9.5, such indemnification rights shall be the sole and exclusiveremedies of the parties and the Interest Holders’ Representative with respectto any matter in any way relating to this Agreement or arising in connectionherewith other than specific performance and injunctive relief; provided,however, that nothing contained in this sentence shall be deemed to modify inany respect any adjustments to the Initial Put Price or Initial Call Priceprovided for in Sections 3 and 4.  To themaximum extent permitted by law, the parties, the Interest Holders’Representative hereby waive all other rights and remedies with respect to anymatter in any way relating to this Agreement or arising in connection herewith,whether under any laws (including any right or remedy under the ResourceConservation and Recovery Act, 42 U.S.C. Section 6901 et seq., theComprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9602et seq., or any other Environmental Law), at common law or otherwise.  Except as provided in this Agreement or theMerger Agreement, no claim, action or remedy shall be brought or maintained byany party (including the Interest Holders’ Representative) against any otherparty, and no recourse shall be brought or granted against any of them, byvirtue of or based upon any alleged misstatement or omission respecting aninaccuracy in or breach of any of the representations, warranties or covenantsof any of the parties hereto set forth or contained in this Agreement, exceptto the extent that the same shall have been the result of fraud in theinducement by any party hereto.

 

9.6                         UCCSearches.  In connection with anytransfer of a limited partnership interest of an Interest Holder to DCTpursuant to a Put Notice or Call Notice, DCT shall have the right to requireprior to such transfer that it has received a UCC financing statement recordssearch in the applicable jurisdiction(s) which does not show that such limited

 

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partnership interest issubject to any pledge, security interest, adverse claim, lien, restriction orencumbrance and, if such limited partnership interest is subject to any suchpledge, security interest, adverse claim, lien, restriction or otherencumbrance that secures a monetary obligation, in addition to any otheravailable remedies, to cause the satisfaction of such obligation utilizing theportion of the Put Price or Call Price, as applicable, as is required therefor***.***

 

10.                                 GeneralProvisions.

 

## 10.1                   Notices.  All notices, requests, claims, demands andother communications under this Agreement shall be in writing and shall bedelivered personally, sent by overnight courier (providing proof of delivery)to the parties or sent by facsimile (providing confirmation of transmission) atthe following addresses or facsimile numbers (or at such other address ortelecopy number for a party as shall be specified by like notice):

 

### if to DCT, to:

 

DividendCapital Trust Inc.

518 17thStreet, 17th Floor

Denver,Colorado  80202

Attention:  Teresa Corral

FaxNo.:  (303) 228-2201

 

with acopy to:

 

Mayer,Brown, Rowe & Maw LLP

71South Wacker Drive

Chicago,Illinois 60606-4637

Attention:  Matthew A. Posthuma, Esq.

FaxNo.:  (312) 701-7711

 

if toan Interest Holder, to:

 

c/oCabot Properties, Inc.

OneBeacon Street, Suite 1700

Boston,Massachusetts  02108

Attention:  Robert E. Patterson

FaxNo.:  (617) 723-4200

 

with acopy to:

 

GoodwinProcter LLP

ExchangePlace

Boston,MA  02109

AttentionChristopher B. Barker, Esq.

FaxNo.:  617-523-1231

 

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All notices shall be deemed given only when actuallyreceived at the specified address or facsimile number.  Any party may change the address to whichnotices, requests, demands, claims and other communications hereunder are to bedelivered by giving the other parties notice in the manner herein set forth.

 

## 10.2                   Interpretation.  When a reference is made in this Agreement toa Section, such reference shall be to a Section of this Agreement unlessotherwise indicated.  The headingscontained in this Agreement are for reference purposes only and shall notaffect in any way the meaning or interpretation of this Agreement.  Whenever the words “include”, “includes” or “including”are used in this Agreement, they shall be deemed to be followed by the words “withoutlimitation.”  The words “hereof”, “herein”and “hereunder” and words of similar import when used in this Agreement willrefer to this Agreement as a whole and not to any particular provision of thisAgreement.  All terms used herein withinitial capital letters have the meanings ascribed to them herein and all termsdefined in this Agreement will have such defined meanings when used in anycertificate, agreement or other document made or delivered pursuant heretounless otherwise defined therein.  Thedefinitions contained in this Agreement are applicable to the singular as wellas the plural forms of such terms and to the masculine as well as to thefeminine and neuter genders of such term. Any agreement, instrument or Law defined or referred to herein or in anyagreement or instrument that is referred to herein means such agreement,instrument or Law as from time to time amended, modified or supplemented,including (in the case of agreements or instruments) by waiver or consent and(in the case of Law) by succession of comparable successor Law and referencesto all attachments thereto and instruments incorporated therein.  References to a Person are also to itspermitted successors and assigns.

##  

## 10.3                   DefinedTerms.  Any term used herein but notdefined herein shall have the meaning ascribed to such term in the MergerAgreement. 

##  

## 10.4                   Counterparts.  This Agreement may be executed in one or morecounterparts, all of which shall be considered one and the same agreement andshall become effective when one or more counterparts have been signed by eachof the parties and delivered to the other party.

##  

## 10.5                   EntireAgreement; No Third-Party Beneficiaries. This Agreement, the exhibits to this Agreement and the Merger Agreementand the other agreements entered into in connection with the Merger and thetransactions contemplated by this Agreement and the exhibits to this Agreement (a) constitutethe entire agreement and supersede all prior agreements and understandings,both written and oral among the parties with respect to the subject matter ofthis Agreement, including the letter of intent dated May 20, 2005 betweenthe Partnership and DCT, and (b) are not intended to confer upon anyperson other than the parties hereto and the intended parties to the exhibitsto this Agreement any legal or equitable right, remedy or claim under or withrespect to this Agreement or any provision of this Agreement.

 

22

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## 10.6                   GoverningLaw; Consent to Jurisdiction; Waiver of Jury Trial.  THIS AGREEMENT WILL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWAREREGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLESOF CONFLICT OF LAWS.  EACH OF THEPARTNERSHIP, CABOT GP, THE NON-REIT LPS AND DCT HEREBY IRREVOCABLY ANDUNCONDITIONALLY CONSENTS TO SUBMIT TO THE SOLE AND EXCLUSIVE JURISDICTION OFTHE COURTS OF THE STATE OF DELAWARE AND OF THE UNITED STATES DISTRICT COURT FORTHE DISTRICT OF DELAWARE (THE “DELAWARE COURTS”) FOR ANY LITIGATION ARISING OUTOF OR RELATING TO THIS AGREEMENT, OR THE NEGOTIATION, VALIDITY OR PERFORMANCE,OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY (AND AGREES NOT TOCOMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), WAIVES ANOBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE DELAWARE COURTSAND AGREES NOT TO PLEAD OR CLAIM IN ANY DELAWARE COURT THAT SUCH LITIGATIONBROUGHT THEREIN HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  EACH OF THE PARTIES HERETO (INCLUDINGINTEREST HOLDERS’ REPRESENTATIVE) AGREES (A) TO THE EXTENT SUCH PARTY ISNOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, TOAPPOINT AND MAINTAIN AN AGENT IN THE STATE OF DELAWARE AS SUCH PARTY’S AGENTFOR ACCEPTANCE OF LEGAL PROCESS, AND (B) THAT SERVICE OF PROCESS MAY ALSOBE MADE ON SUCH PARTY BY PREPAID CERTIFIED MAIL WITH A PROOF OF MAILING RECEIPTVALIDATED BY THE UNITED STATES POSTAL SERVICE CONSTITUTING EVIDENCE OF VALIDSERVICE.  SERVICE MADE PURSUANT TO (A) OR(B) ABOVE SHALL HAVE THE SAME LEGAL FORCE AND EFFECT AS IF SERVED UPONSUCH PARTY PERSONALLY WITHIN THE STATE OF DELAWARE.  EACH OF THE INTEREST HOLDERS, THE INTERESTHOLDERS’ REPRESENTATIVE AND DCT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVESTO THE FULLEST EXTENT PERMITTED BY LAW, AND AGREES THAT IT WILL NOT ASSERT(WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY INANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THENEGOTIATION, VALIDITY OR PERFORMANCE OF THIS AGREEMENT, OR THE TRANSACTIONSCONTEMPLATED HEREBY.

##  

## 10.7                   Assignment.  Neither this Agreement nor any of the rights,interests or obligations under this Agreement shall be assigned or delegated,in whole or in part, by operation of law or otherwise by any of the partieshereto without the prior written consent of the other parties, except that DCTmay merge into any other Person, and the rights, interests and obligations ofDCT under this Agreement shall be assigned and delegated to such other Personby

 

23

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## operation of law;provided that any such merger shall not adversely impact the consummation ofthe transactions contemplated by this Agreement or the Merger Agreement.  Subject to the preceding sentence, thisAgreement will be binding upon, inure to the benefit of, and be enforceable by,the parties and their respective successors and permitted assigns and heirs.

##  

## 10.8                   Enforcement.  The parties agree that irreparable damagewould occur in the event that any of the provisions of this Agreement were notperformed in accordance with their specific terms or were otherwisebreached.  It is accordingly agreed thatthe parties shall be entitled to an injunction or injunctions to preventbreaches of this Agreement and to enforce specifically the terms and provisionsof this Agreement in any federal court located in Delaware or in any statecourt located in Delaware this being in addition to any other remedy to whichthey are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submititself (without making such submission exclusive) to the personal jurisdictionof any federal court located in Delaware or any state court located in Delawarein the event any dispute arises out of this Agreement or any of thetransactions contemplated by this Agreement and (b) agrees that it willnot attempt to deny or defeat such personal jurisdiction by motion or otherrequest for leave from any such court.

##  

## 10.9                   Severability.  Any term or provision of this Agreement whichis invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,be ineffective to the extent of such invalidity or unenforceability withoutrendering invalid or unenforceable the remaining terms and provisions of thisAgreement or affecting the validity or enforceability of any of the terms orprovisions of this Agreement in any other jurisdiction.  If any provision of this Agreement is sobroad as to be unenforceable, the provision shall be interpreted to be only sobroad as is enforceable.

##  

## 10.10             Expenses.  Except as otherwise specified in thisAgreement, all costs and expenses, including, without limitation, fees anddisbursements of counsel, financial advisors and accountants, incurred inconnection with this Agreement and the transactions contemplated hereby shallbe paid by the party incurring such costs and expenses, whether or not theparties exercise their Put Notice or Call Notice under this Agreement.

##  

## 10.11             Execution byAuthorized Officer of Cabot GP.  ThisAgreement is executed on behalf of Cabot GP by an authorized officer of CabotGP, acting in his or her capacity as such officer, and not individually. DCTand each person dealing with Cabot GP, or claiming any rights or interestsherein or hereunder, agrees to look solely to the assets of Cabot GP forsatisfaction of any obligations of Cabot GP except in the event of fraud, andthey further agree that no investor, partner, member, owner, advisor, manager,employee, officer, director, fiduciary or agent of Cabot GP shall have anypersonal liability hereunder or otherwise except in the event of fraud.

 

24

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## 10.12             Execution by Officer of DCT.  This Agreement is executed on behalf of DCTby an officer of DCT, acting in his or her capacity as such officer, and notindividually.  The Interest Holders, theInterest Holders’ Representative and each Person dealing with DCT, orclaiming any rights or interests herein or hereunder, agree to look solely tothe assets of DCT for satisfaction of any obligations of DCT except in theevent of fraud, and they further agree that no investor, partner, member,owner, advisor, manager, employee, officer, director, fiduciary or agent of DCTshall have any personal liability hereunder or otherwise except in the event offraud.

##  

## 10.13             Further Assurances.  Each party to this Agreement, promptly uponthe request of any other party, shall execute and deliver to the other or tothe Escrow Agent, as appropriate, any further instruments and other documents reasonablyrequested or reasonably appropriate to evidence or give effect to the provisionsof this Agreement and which are consistent with the provisions of thisAgreement.  Notwithstanding anything tothe contrary contained in this Agreement, the provisions of this Section 10.13shall survive indefinitely.

##  

## 10.14             Amendment; Waivers.  This Agreement may be amended only by all ofthe parties hereto in writing.  DCT andthe Interest Holders’ Representative (on behalf of any Interest Holder) may (i) extendthe time for the performance of any of the obligations or other acts of theother party, (ii) waive any inaccuracies in the representations andwarranties of the other party contained in this Agreement or in any documentdelivered pursuant to this Agreement or (iii) waive compliance with any ofthe agreements or conditions of the other party contained in thisAgreement.  Any agreement on the part ofa party to any such extension or waiver shall be valid only if set forth in aninstrument in writing signed on behalf of such party.  The waiver of any term or condition of thisAgreement by a party shall not be construed as a waiver of any subsequentbreach or waiver of the same term or condition by such party, or a waiver ofany other term or condition of this Agreement by such party.  The failure of any party to this Agreement toassert any of its rights under this Agreement or otherwise shall not constitutea waiver of those rights.

##  

## 10.15             Publicity.  No party hereto shall issue any press releaseor other written public statements which address in any manner the transactionscontemplated by this Agreement or any related documentation, except as may berequired by applicable Law or court process or the rules of any securitiesexchange applicable to such party.

##  

## 10.16             Confidentiality.  Cabot GP and the Non-REIT LPs shall maintainall the information regarding the Seller Rent Roll and other lease informationrelated to the Seller Properties in strict confidence in accordance with theprocedures they each use to protect their own information of a similar nature,as applicable, and not disclose any such information to any person or entity oruse any such information for any purpose; provided, that such

 

25

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## restrictions shall notapply to (a) any such information which is or becomes publicly availableafter the date hereof through no fault of Cabot GP or the Non-REIT LPs, (b) anyinformation which after the date hereof is legitimately received by Cabot GP orthe Non-REIT LPs from a third party (provided such third party is not known byCabot GP or the Non-REIT LPs to be bound by an obligation of confidentiality)and (c) any disclosure required by law or any governmental authority, solong as notice of such disclosure is given to DCT promptly upon Cabot GP or theNon-REIT LPs becoming aware of such requirement but in any event prior tomaking such disclosure, and Cabot GP and the Non-REIT LPs, as applicable,cooperate with DCT as DCT may reasonably request to resist such disclosure.

##  

*[Remainder of Page IntentionallyLeft Blank]*

 

26

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INWITNESS WHEREOF, the parties hereto have caused this Agreement to be signed bytheir respective officers thereunto duly authorized all as of the date firstwritten above.

 

 
|   | DIVIDEND CAPITAL  TRUST INC.                                                   |
|--------|--------------------------------------------------------------------------------|
|   |                                                                           |
|   |                                                                           |
|   | By:                                                                            |   |   |
|   |       Name:  Teresa L. Corral                    |
|   |       Title:  President                          |
|   |                                                                           |
|   |                                                                           |
|   | CABOT INDUSTRIAL  VALUE FUND  MANAGER, LLC                                     |
|   |                                                                           |
|   | By: Cabot  Properties, Inc., its managing  member                         |
|   |                                                                           |
|   | By:                                                                            |   |   |
|   |       Name:  Mark Bechard                        |
|   |       Title:  Chief Financial Officer and Senior |
|   |       Vice  President                            |

 

**SignaturePage to Put/Call Agreement**

 

----

 
|   | NON-REIT LPs:             |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | GUS Enterprises  XII, LLC |
|   |                      |
|   |                      |
|   | By:                       |   |   |
|   |                      | Name: |
|   |                      | Title: |

 

----

 
|   | NON-REIT LPs:                                             |
|--------|-----------------------------------------------------------|
|   |                                                      |
|   |                                                      |
|   | Gordon Gund –  Grant Gund Generation  Skipping Trust |
|   |                                                      |
|   |                                                      |
|   | By:                                                       |   |   |
|   |                                                      | Name: |
|   |                                                      | Trustee |

 

----

 
|   | NON-REIT LPs:                                                  |
|--------|----------------------------------------------------------------|
|   |                                                           |
|   |                                                           |
|   | Gordon Gund – G.  Zachary Gund  Generation Skipping Trust |
|   |                                                           |
|   |                                                           |
|   | By:                                                            |   |   |
|   |                                                           | Name: |
|   |                                                           | Trustee |

 

----

 
|   | NON-REIT LPs:    |
|--------|------------------|
|   |             |
|   |             |
|   |             |   |
|   | Ronald L. Skates |

 

----

 
|   | NON-REIT LPs:                  |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | Ellmore C.  Patterson Partners |
|   |                           |
|   |                           |
|   | By:                            |   |   |
|   |                           | Name: |
|   |                           | Title: |

 

----

 
|   | NON-REIT LPs:                |
|--------|------------------------------|
|   |                         |
|   |                         |
|   | ACP Family  Partnership L.P. |
|   |                         |
|   |                         |
|   | By:                          |   |   |
|   |                         | Name: |
|   |                         | Title: |

 

----

 
|   | NON-REIT LPs:        |
|--------|----------------------|
|   |                 |
|   |                 |
|   |                 |   |
|   | Arthur C.  Patterson |

 

----

 
|   | NON-REIT LPs:            |
|--------|--------------------------|
|   |                     |
|   |                     |
|   | Homestake  Partners L.P. |
|   |                     |
|   |                     |
|   | By:                      |   |   |
|   |                     | Name: |
|   |                     | Title: |

 

----

 
|   | NON-REIT LPs: |
|--------|---------------|
|   |          |
|   |          |
|   | Burns3 LLC    |
|   |          |
|   |          |
|   | By:           |   |   |
|   |          | Name: |
|   |          | Title: |

 

----

 

EXHIBIT A

 

Cabot Limited Partners

 
| **Name**                                                      | ** ** | **Put/Call Payment Percentage** | ** ** | **Adjustment Pro Rata Percentage** | ** ** |
|---------------------------------------------------------------|------------|---------------------------------|------------|------------------------------------|------------|
|                                                          |       |                            |       |                               |       |
| Cabot Industrial Value FundManager, LLC                       |       | 15.1044                         | %          | 22.1019                            | %          |
| GUS Enterprises XII, LLC                                      |       | 1.1211                          | %          | 1.0287                             | %          |
| Gordon Gund – Grant Gund Generation Skipping Trust       |       | 0.1403                          | %          | 0.1287                             | %          |
| Gordon Gund – G. Zachary Gund Generation Skipping  Trust |       | 0.1403                          | %          | 0.1287                             | %          |
| Ronald L. Skates                                              |       | 0.1403                          | %          | 0.1287                             | %          |
| Ellmore C. Patterson Partners                                 |       | 0.0654                          | %          | 0.0600                             | %          |
| ACP Family Partnership L.P.                                   |       | 0.0654                          | %          | 0.0600                             | %          |
| Arthur C. Patterson                                           |       | 0.0654                          | %          | 0.0600                             | %          |
| Homestake Partners L.P.                                       |       | 0.0654                          | %          | 0.0600                             | %          |
| Burns3 LLC                                                    |       | 0.1308                          | %          | 0.1200                             | %          |
|                                                          |       |                            |       |                               |       |
| TOTALS                                                        |       | 17.0388                         | %          | 23.8767                            | %          |

 

**Exhibit toPut/Call Agreement**

 

----

 

EXHIBIT B

 

Defined Terms

 
| “Acquisition Sub”                          |   | See Recitals               |
|------------------------------------------------------|--------|----------------------------|
|                                                 |   |                       |
| “Adjustment Pro  Rata Percentage                |   | See Section 3.1       |
|                                                 |   |                       |
| “Agreed Amount”                            |   | See Section 9.2.6     |
|                                                 |   |                       |
| “Agreement”                                |   | See Preamble               |
|                                                 |   |                       |
| “Cabot GP”                                 |   | See Preamble               |
|                                                 |   |                       |
| “Call Adjuster”                            |   | See Section 2.4       |
|                                                 |   |                       |
| “Call Price”                               |   | See Section 2.1       |
|                                                 |   |                       |
| “Claim Notice”                             |   | See Section 9.2.4     |
|                                                 |   |                       |
| “Claimed Amount”                           |   | See Section 9.2.4     |
|                                                 |   |                       |
| “Closing”                                  |   | See Recitals               |
|                                                 |   |                       |
| “DCT”                                      |   | See Preamble               |
|                                                 |   |                       |
| “DCT GP”                                   |   | See Recitals               |
|                                                 |   |                       |
| “DCT Put/Call  Maximum Amount”             |   | See Section 9.3.2     |
|                                                 |   |                       |
| “Delaware Courts”                          |   | See Section 10.6      |
|                                                 |   |                       |
| “Dispute”                                  |   | See Section 9.2.6     |
|                                                 |   |                       |
| “Governmental  Entity”                     |   | See Section 7.2.3     |
|                                                 |   |                       |
| “Interest Holder  Put/Call Maximum Amount” |   | See Section 9.2.2(ii) |
|                                                 |   |                       |
| “Initial Call  Period”                     |   | See Section 2.1       |
|                                                 |   |                       |
| “Initial Put  Period”                      |   | See Section 1.1       |
|                                                 |   |                       |
| “Interest Holder”                          |   | See Section 1.1       |
|                                                 |   |                       |
| “Interest  Holders’ Representative”   |   | See Section 5.1       |

 

----

 
| “Losses”                                                 |   | See Section 9.2.1    |
|--------------------------------------------------------------------|--------|---------------------------|
|                                                               |   |                      |
| “Merger  Agreement”                                      |   | See Recitals              |
|                                                               |   |                      |
| “Merger  Transaction”                                    |   | See Recitals              |
|                                                               |   |                      |
| “Non-REIT LPs”                                           |   | See Preamble              |
|                                                               |   |                      |
| “Partnership”                                            |   | See Recitals              |
|                                                               |   |                      |
| “Partnership  Agreement”                                 |   | See Recitals              |
|                                                               |   |                      |
| “Put Price”                                              |   | See Section 1.1      |
|                                                               |   |                      |
| “Put/Call Escrow  Agreement”                             |   | See Section 4.2      |
|                                                               |   |                      |
| “Put/Call Escrow  Amount                                      |   | See Section 4.4.3    |
|                                                               |   |                      |
| “Put/Call  Indemnification Escrow Amount                      |   | See Section 4.4.2    |
|                                                               |   |                      |
| “Put/Call  Post-Closing Adjustment Escrow Amount              |   | See Section 4.4.1    |
|                                                               |   |                      |
| “Put/Call  Representations Indemnification Cut-Off Date” |   | See Section 9.1      |
|                                                               |   |                      |
| “Put/Call  Threshold Amount”                             |   | See Section 9.2.2(i) |
|                                                               |   |                      |
| “REIT LP”                                                |   | See Recitals              |
|                                                               |   |                      |
| “Response”                                               |   | See Section 9.2.6    |
|                                                               |   |                      |
| “Subsequent Call  Periods”                               |   | See Section 2.1      |
|                                                               |   |                      |
| “Subsequent Put  Periods”                                |   | See Section 1.1      |

 

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EXHIBIT C

 

Agreement and Plan of Merger

 

Delivered Separately tothe parties to this Agreement

 

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EXHIBIT D

 

Form of Escrow Agreement

 

The form of EscrowAgreement implemented at the closing of the Merger Transaction isattached.  If a Put/Call Escrow Agreementis required at the time of the sale of a limited partner interest of anInterest Holder pursuant to the Put/Call Agreement, then the parties shall reasonablyagree upon such escrow agreement based on the attached form of escrow agreement,modified as appropriate to reflect the terms of the Put/Call Agreement.  Such escrow agreement shall in any eventprovide for a release of the Put/Call Escrow Amount 12 months from the date ofthe Put/Call Agreement except to the extent that an indemnification claim hasbeen made prior to such date.

 

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