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CORRESP
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CORRESP

C  L  I  F  F  O  R  D

C  H  A  N  C  E

CLIFFORD
CHANCE US LLP

31 WEST 52ND STREET
NEW YORK NY 10019

TEL +1 212 878 8000
FAX +1 212 878
8375
www.cliffordchance.com

    TO

    Geoffrey M. Ossias

    COMPANY

    Securities
     and Exchange Commission

    FAX NO

    202-772-9209

    PHONE NO

    202-551-3404

    202-942-9544

    FROM

    Elizabeth M. McCarroll

    DATE

    October 21, 2005

    CC

    Andrew Epstein

    Eric Graham

    SENDER PHONE

    +1 212 878 3437

    PAGES (INCL COVER)

Re:
Cogdell Spencer Inc.

File No. 333-127396

In response to Comments 3, 12, 13, 14 and 15, attached please find copies of the exhibits that we
filed with Amendment No. 4 to the Registration Statement (File No. 333-127396).

Regards,

Exhibit 10.12

IRREVOCABLE EXCHANGE AND SUBSCRIPTION AGREEMENT

Cogdell Spencer OP

Cogdell Spencer Inc.

4401 Barclay Downs Drive

Suite 300

Charlotte, North Carolina 28209-4670

August 8, 2005

Ladies and Gentlemen:

     Reference is made to the Cogdell Spencer Inc. Consent Solicitation Statement and Confidential
Offering Memorandum, dated May 27, 2005 (the “Confidential Offering Memorandum”) relating
to the private offering of units representing limited partnership interests (the “OP
Units”) to be issued by Cogdell Spencer LP, a newly formed Delaware limited partnership
(“Cogdell Spencer OP”), or shares of Common Stock, par value $.01 per share, (the
“Common Stock”), to be issued by Cogdell Spencer Inc., a newly organized Maryland
corporation (the “Company”), which intends to qualify as a real estate investment trust (a
“REIT”) for U.S. federal income tax purposes. A copy of the Confidential Offering
Memorandum has been received and reviewed by the undersigned. Capitalized terms used but not
otherwise defined in this Irrevocable Exchange and Subscription Agreement shall have the respective
meanings ascribed to them in the Confidential Offering Memorandum.

     The undersigned (the “Exchanging Member”) is a holder of limited liability company,
general or limited partnership interests in those limited liability companies or limited
partnerships (the “Existing Entities”) and of shares of common stock in Cogdell Spencer
Advisors Inc., a North Carolina corporation (CSA”), all as described on the attached Investor
Information Page. We refer to the limited liability company, general or limited partnership
interests in the Existing Entities and the shares of CSA common stock shown on such Investor
Information Page collectively as the “Interests.” The Investor Information Page also sets
forth, in the applicable column, the number of OP Units or shares of Common Stock to being offered
to the Exchanging Member in exchange for the Interests. Such number of OP Units is referred to
herein as the “Offered OP Units” and such number of shares of Common Stock is referred to
herein as the “Offered Shares.”

     By executing this agreement, the Exchanging Member waives any right it may have to elect to
receive any consideration under the Transaction Agreements for any of the Existing Entities and
irrevocably agrees, upon satisfaction of the conditions in Sections 5 and 6 of this agreement, to
receive in exchange for such Interests either the Offered OP Units or Offered Shares, as indicated
on the Investor Information Page. The securities so elected to be received by the Exchanging
Member as described in paragraph 1.A below are referred to herein as the “Elected
Securities.”

     1. Exchange, Subscription and Consent.

     A. Contribution to the Company and Cogdell Spencer OP. By executing this agreement, the
Exchanging Member hereby agrees, subject to the terms and conditions hereof, (i) to contribute to
Cogdell Spencer OP the Interests shown on the Investor Information Page as being slated for
contribution to Cogdell Spencer OP in exchange for which the Exchanging Member will receive on the
closing date (the “Closing Date”) of the Company’s proposed initial public offering (the
“IPO”) the number of OP Units set forth in the applicable line on the Investor Information
Page and (ii) to receive, on the closing

date of the IPO, in the merger described in the Transaction Agreement relating to CSA, the
number of Offered Shares shown on such Investor Information Page.

     B. Reallocation at the Option of the Company for Tax Reasons. The Company reserves the
right, by written notice to the undersigned, to require the undersigned and CSA to reallocate one
or more Interests slated for contribution under the Transaction Agreement for CSA to be instead
contributed to Cogdell Spencer OP and to require one or more Interests slated for contribution to
Cogdell Spencer OP to be instead contributed under the Transaction Agreement for CSA. The Company
shall exercise such right only if in its reasonable judgment such reallocation is necessary to
protect the status of the Company as a REIT for federal income tax purposes or the tax deferred
nature of the transactions contemplated by this Agreement. The parties agree that any such
reallocation of an Interest shall not change the total number of Elected Securities to be received
by the Exchanging Member under this agreement and under the Transaction Agreement for CSA

     C. Other Matters. The Exchanging Member has delivered to the Company or Cogdell Spencer OP,
as applicable, (a) a duly completed and executed Form W-9 and FIRPTA Affidavit; and (b) two duly
completed and executed signature pages to this Irrevocable Exchange and Subscription Agreement. As
provided in paragraph 9 hereof, by executing this agreement, the Exchanging Member is granting a
power-of-attorney to the Company to execute, on behalf of the undersigned at the closing of the
transactions contemplated hereby (the “Closing”), the Registration Rights Agreement, the
Tax Protection Agreement, the Lock-Up Agreement, the applicable Transaction Agreements, and the
partnership agreement of Cogdell Spencer OP. Such agreements together with this agreement are
collectively referred to in this agreement as the “Subscription Documents.”

     D. . Consents. By executing this agreement, the undersigned and CSA hereby consent and vote
in favor of (i) the participation by the applicable Existing Entity and CSA in the Consolidation
Transaction, as described herein or in the Confidential Offering Memorandum, and (ii) the
Organizational Document Amendments, as described in the Confidential Offering Memorandum.

     2. Representations, Warranties and Covenants of The Exchanging Member. The Exchanging
Member hereby acknowledges, represents and warrants to, and covenants and agrees with the Company
and Cogdell Spencer OP as follows (and each representation and warranty set forth below shall be
deemed remade as of the Closing Date):

          2.1 Authorization. Such Exchanging Member represents and warrants that such
Exchanging Member has full power and authority to enter into the Subscription Documents and to
consummate the transactions contemplated by the Subscription Documents, that the execution and
delivery of the Subscription Documents by such Exchanging Member and the consummation by such
Exchanging Member of the transactions contemplated by the Subscription Documents have been duly
authorized by all necessary action on the part of such Exchanging Member and will not constitute or
result in a breach or default under, or conflict with or violate, any agreement or other
undertaking, to which such Exchanging Member is a party or by which such Exchanging Member is bound
or with any judgment, decree, statute, order, rule or regulation applicable to such Exchanging
Member or such Exchanging Member’s assets, and, if the Exchanging Member is not an individual, will
not violate any provisions of the organizational or other formation or governing documents of such
Exchanging Member. The Subscription Documents have been duly executed and delivered by such
Exchanging Member and constitute valid and legally binding obligations of such Exchanging Member
enforceable against such Exchanging Member in accordance with and subject to their respective
terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to
creditors’ rights and general principles of equity. The signatures on the Subscription Documents
are genuine, and the signatory, if such Exchanging Member is an individual, has legal competence
and capacity to execute the same, or, if

such Exchanging Member is not an individual, the signatory has been duly authorized to execute
the same on behalf of such Exchanging Member.

          2.2 Purchase for Investment. Such Exchanging Member is acquiring the Elected
Securities for such Exchanging Member’s own account (or if such Exchanging Member is a trustee, for
a trust account) for investment only, and not with a view to or for sale in connection with any
distribution of all or any part of such Elected Securities, other than the exchange of shares of
CSA common stock for other Elected Securities as contemplated hereby. Such Exchanging Member
hereby agrees that such Exchanging Member shall not, directly or indirectly, transfer all or any
part of such Elected Securities (or solicit any offers to buy, purchase or otherwise acquire or
take a pledge of all or any part of the Elected Securities), except in accordance with the
registration provisions of the Securities Act of 1933, as amended (the “Securities Act”),
and the regulations thereunder or an exemption from such registration provisions, with any
applicable state or non-U.S. securities laws, and with the terms of this Irrevocable Exchange and
Subscription Agreement. Such Exchanging Member understands that such Exchanging Member must bear
the economic risk of an investment in the Elected Securities for an indefinite period of time
because, among other reasons, the offering and sale of such Elected Securities have not been
registered under the Securities Act and, therefore, such Elected Securities cannot be resold unless
such resale is subsequently registered under the Securities Act or an exemption from such
registration is available. Such Exchanging Member also understands that sales or transfers of such
Elected Securities are further restricted by the provisions of the Company’s charter or the
organizational agreements of Cogdell Spencer OP, and may be restricted by other applicable
securities laws. If at any time the Elected Securities are evidenced by certificates or other
documents, each such certificate or other document shall contain a legend stating that (i) such
Elected Securities (1) have not been registered under the Securities Act or the securities laws of
any state; (2) have been issued pursuant to a claim of exemption from the registration provisions
of the Securities Act and any state securities law which may be applicable; and (3) may not be
sold, transferred or assigned without compliance with the registration provisions of the Securities
Act and the regulations thereunder and any other applicable federal or state securities laws or
compliance with applicable exemptions therefrom; (ii) sale, transfer or assignment of such Elected
Securities is further subject to restrictions contained in the organizational documents of the
issuer of such securities and such Elected Securities may not be sold, transferred or assigned
unless and to the extent permitted by, and in accordance with, the provisions of the organizational
documents of such issuer; and (iii) sale, transfer or assignment of such Elected Securities (other
than shares of CSA common stock) is subject to restrictions contained in the Lock-Up Agreement
being executed by such Exchanging Member on the date of this agreement.

          2.3 Information. Such Exchanging Member has carefully reviewed this Irrevocable
Exchange and Subscription Agreement, the Confidential Offering Memorandum and the other
Subscription Documents. Such Exchanging Member has been provided an opportunity to ask questions
of, and such Exchanging Member has received answers thereto satisfactory to such Exchanging Member
from, the Company or its representatives regarding the terms and conditions of the offering of the
Elected Securities, and such Exchanging Member has obtained all additional information requested by
such Exchanging Member of Cogdell Spencer OP or the Company and their representatives to verify the
accuracy of all information furnished to such Exchanging Member regarding the offering of such
Elected Securities. Such Exchanging Member represents and warrants that such Exchanging Member has
read the Confidential Offering Memorandum in its entirety and has relied upon and is making his,
her or its subscription decision to acquire the Elected Securities in exchange for its Interests
based solely upon his, her or its review and evaluation of the Confidential Offering Memorandum and
is not relying on CSA or 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 subscription for the Elected Securities. Such Exchanging Member
represents and warrants that such Exchanging Member has been advised to consult with his, her or
its tax, legal and other advisors regarding the subscription and its

effects, the tax consequences of making and not making a subscription hereunder, and has
obtained, in such Exchanging Member’s judgment, sufficient information to evaluate the merits and
risks of a subscription and investment hereunder. Such Exchanging Member has not been furnished
with and has not relied on any oral or written representation in connection with the offering of
the Elected Securities that is not contained in this agreement.

          2.4 Economic and Liquidity Risk. Such Exchanging Member represents and warrants that
such Exchanging Member has such knowledge and experience in financial and business matters such
that such Exchanging Member is capable of evaluating the merits and risks of investing in the
Elected Securities, and that such Exchanging Member has evaluated the risks of investing in the
Elected Securities and has determined that they are a suitable investment for such Exchanging
Member. Such Exchanging Member represents and warrants that such Exchanging Member understands
that an investment in the Elected Securities is a speculative investment that involves very
significant risks and tax uncertainties and that such Exchanging Member is prepared to bear the
economic, tax and other risks of an investment in the Elected Securities for an indefinite period
of time, and is able to withstand a total loss of such Exchanging Members investment in the Elected
Securities.

          2.5 Eligibility; Accredited Investor Status. Such Exchanging Member represents and
warrants that such Exchanging Member is an “accredited investor” as defined in Regulation D under
the Securities Act (“Accredited Investor”). Such Exchanging Member will, upon request,
execute and/or deliver any additional documents deemed by the Company to be necessary or desirable
to confirm such Exchanging Members Accredited Investor status.

          2.6 Ownership of the Exchanging Member’s Entire Interest. Such Exchanging Member
hereby represents and warrants that such Exchanging Member has, or on the Closing Date will have,
good and marketable title to each Interest listed on the Investor Information Page and each such
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. Such Exchanging Member will, upon request, execute, deliver and/or provide any
additional documents deemed by the Company to be necessary or desirable to confirm the foregoing.
Such Exchanging Member represents and warrants that the information on the Investor Information
Page and on the Supplement