0001035704-07-000181 Sample Contracts

CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
Controlled Equity Offeringsm • February 28th, 2007 • Prologis • Real estate investment trusts • New York

ProLogis, a Maryland statutory real estate investment trust (the “Company”), confirms its agreement (“Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 28th, 2007 • Prologis • Real estate investment trusts • Maryland

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of February 10, 2007, among ProLogis, a Maryland real estate investment trust (the “Company”), and each of the Persons identified on the signature pages hereto (each, an “Investor” and together, the “Investors”).

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