0000950123-05-012002 Sample Contracts

FORM OF TAX PROTECTION AGREEMENT
Tax Protection Agreement • October 11th, 2005 • Cogdell Spencer Inc. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of ___, 2005 by and among Cogdell Spencer, Inc., a Maryland corporation (the “REIT”), Cogdell Spencer LP a Delaware limited partnership (the “Partnership”), and each of the persons set forth on Schedule 2.1(a) hereof (each a “Protected Partner,” and collectively the “Protected Partners”).

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AGREEMENT AND PLAN OF MERGER Dated as of August 9, 2005 by and between COGDELL SPENCER INC., CS MERGER SUB LLC AND COGDELL SPENCER ADVISORS, INC.
Merger Agreement • October 11th, 2005 • Cogdell Spencer Inc. • Real estate investment trusts • Delaware

AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of August 9, 2005, by and between COGDELL SPENCER INC., a Maryland corporation (“CSI”), CS MERGER SUB LLC, a Delaware limited liability company and indirect wholly owned subsidiary of CSI (the “Merger Sub”) and COGDELL SPENCER ADVISORS, INC., a North Carolina corporation (“CSA”).

TRANSACTION AGREEMENT
Transaction Agreement • October 11th, 2005 • Cogdell Spencer Inc. • Real estate investment trusts

THIS TRANSACTION AGREEMENT (“Agreement”) made as of July ___, 2005 by and among COGDELL SPENCER INC., a Maryland corporation (“CSI”); [Insert name of the relevant Existing Entity], a (the “Surviving Company”); CSA MERGER SUB No. ___, LLC, a limited liability company (the “Merging Company”); and COGDELL SPENCER LP, a Delaware limited partnership (“Parent”).

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