EX-10.21



 






Exhibit 10.21




CONSENT AND ELECTION FORM




	 	 	 
	Name of Investor:                                         

	 	EIN:                                         





This Consent and Election Form (the “Form”) is to be completed by each Investor in the manner
described below. You are being asked to (i) consent to permit your Existing Entity to participate
in the Consolidation Transaction and to consent to the Organizational Document Amendments, and (ii)
to make an election as to the consideration you would like to receive in the Consolidation
Transaction. Capitalized terms used but not defined herein (including in this introductory
paragraph) shall have the meanings ascribed to them in the Consent Solicitation Statement and
Confidential Offering Memorandum.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	If you are an
Eligible Investor
who Wants to Elect to
Receive Common Stock
or OP Units in
exchange for your
Interests, please
refer to:



	 	 	If you are an
Eligible Investor who
Wants to Elect to
Receive Cash in
exchange for your
Interests, please
refer to:
	 	 	If you are not an
Eligible Investor,
please refer to:	 
	 	Section I below— The
consent (please check
the applicable box).


Section II below —
The election (please
check the applicable
box).


Signature Block —
please sign
this Form below.



Irrevocable Exchange
and Subscription
Agreement — please
sign the agreement
and the accompanying
power-of-attorney.

	 	 	
Section I below— The
consent (please check
the applicable box).


Section II below —
The election (please
check the applicable
box).



Signature Block —
please sign this Form
below.

Substitute W-9 Form
and FIRPTA Affidavit
— please complete,
sign and return.
	 	 	Section I below— The
consent (please check
the applicable box).


Section II below —
The election (please
check the box
indicating that you
are not an Eligible
Investor, and will
therefore be
automatically
receiving cash in
exchange for your
Interests).


Signature Block —
please sign this Form
below.

	 
	 	

Substitute W-9 Form
and FIRPTA Affidavit
— please complete,
sign and return.

	 	 	 
	 	 	Substitute W-9 Form
and FIRPTA Affidavit
— please complete,
sign and return.	 
	 	 	 	 	 	 	 	 	 








The opportunity to complete and deliver this Form expires at 5:00 p.m., Eastern Standard Time, on
June 24, 2005 (the “Expiration Time”), unless extended by CSA (the “CSA”).



In order for this form to be timely, this Form must be delivered by mail (registered or certified
mail, return receipt requested, postage prepaid), by overnight courier (with delivery charges
prepaid), by hand to the following address, or by fax to the fax number listed below, so that it is
received prior to the Expiration Time:




c/o Cogdell Spencer Advisors Inc.

4401 Barclay Downs Drive

Suite 300

Charlotte, North Carolina 28209-4670

Tel: (704)  940-2900

Fax: (704)  940-2957

Attention: Frank Spencer



Alternatively, you may deliver your signed documents by hand to your local CSA office. Please
refer to www.cogdellspencer.com in order to determine the location of your local CSA office or to
the Investor Information Sheet for the telephone number of your local CSA office. If you would
like someone from CSA to pick-up your documents, please contact your local office in order to
arrange for such pick-up.










 









 








SECTION I: CONSENT





	1.	 	The first decision relates to whether you, an Investor in the Existing Entity listed below,
wish to consent to the participation of the applicable Existing Entity in the Consolidation
Transaction, as described in the Consent Solicitation Statement and Confidential Offering
Memorandum. You may vote differently as to each Existing Entity in which you are an Investor.
	 
	 	 	Please check only One Box for the Existing Entity in which you are an Investor.





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Name of Existing Entity**

	 	 	Check the Box Below
to Consent to
Participation
	 	 	Check the Box Below
to Deny Consent to
Participation	 
	 	 	 	 	 	 	 	 	 
	 	 

	 	 	r
	 	 	r	 
	 	 	 	 	 	 	 	 	 






	2.	 	The second decision relates to whether you, an Investor in the Existing Entity listed below,
wish to consent to the Organizational Document Amendments, as described in the Consent
Solicitation Statement and Confidential Offering Memorandum. You may vote differently as to
each Existing Entity in which you are an Investor.
	 
	 	 	Please check only One Box for the Existing Entity in which you are an Investor.





	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Check the Box Below to consent to
the Organizational Document
Amendments

	 	 	Check the Box Below to Deny the
Organizational Document Amendments	 
	 	 	 	 	 	 
	 	r

	 	 	r	 
	 	 	 	 	 	 





SECTION II: ELECTION



The undersigned, a holder of Interests specified above, in his or her or its capacity as a holder
of such Interests, elects the following:







o CHECK HERE IF YOU ELECT

CASH CONSIDERATION

IN THE CONSOLIDATION TRANSACTION



The effects of making a cash election are more fully described in the Consent Solicitation
Statement and the Confidential Offering Memorandum.










o CHECK HERE IF YOU ELECT

OP UNITS

IN THE CONSOLIDATION TRANSACTION




o CHECK HERE IF YOU ELECT

COMMON STOCK 

IN THE CONSOLIDATION TRANSACTION



The undersigned Investor, desires to enter into the Irrevocable Exchange and Subscription Agreement
for the subscription of the subscribed OP Units or Common Stock in exchange for the Investor’s
Interest, hereby agrees to all of the terms and provisions of this Irrevocable Exchange and
Subscription Agreement and agrees that such Investor is bound by all such terms and provisions and
that such Investor is not exercising its option, if applicable, to receive cash in exchange for its
Interest.








 









 







PLEASE NOTE THAT INVESTORS WHO ARE NOT ELIGIBLE INVESTORS WILL AUTOMATICALLY RECEIVE CASH IN
CONSIDERATION OF THEIR INTEREST IF THE EXISTING ENTITY IN WHICH THEY OWN INTERESTS PARTICIPATES IN
THE CONSOLIDATION TRANSACTION. THEY ARE NOT ENTITLED OR PERMITTED TO RECEIVE ANY OP UNITS OR
COMMON STOCK IN THE CONSOLIDATION TRANSACTION.



NOTE THAT IF YOU DO NOT MAKE ANY ELECTION OR YOU FAIL TO RETURN THE DOCUMETNS AS INSTRUCTED BY THE
EXPIRATION TIME, AND THE EXISTING ENTITY IN WHICH YOU HOLD AN INTEREST PARTICIPATES IN THE
CONSOLIDATION TRANSACTION, YOU WILL RECEIVE CASH IN EXCHANGE FOR YOUR INTERESTS.



Please sign your name below exactly in the same manner as the name(s) in which ownership of the
Interests is registered. When Interests are held by two or more joint holders, all such holders
must sign. When signing as attorney-in-fact, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by the President or
other authorized officer. If a partnership or limited liability company, please sign in
partnership or limited liability company name by an authorized person.



The undersigned has carefully reviewed this Form, the Consent Solicitation Statement and the
Confidential Offering Memorandum and the other Subscription Documents. The undersigned represents
and warrants that the undersigned has read the Consent Solicitation Statement and the Confidential
Offering Memorandum in its entirety and has relied upon and is making his, her or its decision to
consent to the matters specified herein and to elect to receive the consideration specified herein
based solely upon his, her or its review and evaluation of the Consent Solicitation Statement and
the Confidential Offering Memorandum and is not relying on the Company or any of its subsidiaries,
affiliates or any of their respective representatives or agents with respect to any tax or other
economic considerations involved in connection with the Consolidation Transaction. The undersigned
represents and warrants that the undersigned has been advised to consult with his, her or its tax,
legal and other advisors regarding the Consolidation Transaction and its effects, the tax
consequences of making and not making an election hereunder, and has obtained, in the undersigned’s
judgment, sufficient information to evaluate the merits and risks of a executing and making this
cash election.



The undersigned hereby represents and warrants that the undersigned has good and marketable title
to the Interests described above and the undersigned’s Interest will on the Closing Date be free
and clear of all pledges, claims, liens, restrictions, charges, encumbrances, security interests,
conditional sales agreements and other obligations of any kind or nature. The undersigned will not
sell, convey, assign or otherwise transfer all or any portion of such Interest prior to the Closing
Date. The undersigned agrees that the undersigned will, upon request, execute, deliver and/or
provide any additional documents deemed by the Company to be necessary or desirable to confirm the
foregoing.



The undersigned also represents that, if the undersigned (i) has elected Common Stock or Cash in
exchange for its Interests and (ii) the Consolidation Transaction is treated as a merger for U.S.
federal income tax purposes, of the undersigned’s Existing Entity, the undersigned (a) acknowledges
that its Interests are being purchased by Cogdell Spencer OP (or its affiliate) and (b) consents
and agrees to treat the Consolidation Transaction as a purchase of the undersigned’s Interests for
U.S. federal income tax purposes.




 









 








     IN WITNESS WHEREOF, the undersigned has caused this Form to be executed as this ___day of
___, 2005.



	 	 	 	 	 	 	 	 	 
	For Individual Investors:	 	 	 	For Investors other than Individuals:	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Signature	 	 	 	(Please Type or Print Full Legal Name of Investor — Do not use abbreviations
or all caps unless included in legal
name)
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 
 (Please
Type or Print Name)

	 	 	 	 	 	 

Signature
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Signature of Spouse, if joint investment

	 	 	 	(Please
	 	Type or Print Name of Signatory)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
 (Please
type Name of Spouse, if joint investment)