Exhibit 10.1


 


 




KITE REALTY GROUP, L.P.


(a Delaware limited partnership)


 


KITE REALTY GROUP TRUST


(a Maryland real estate investment trust)


 


$175,000,000


 


0.75% Exchangeable Senior Notes due 2027


 


REGISTRATION RIGHTS AGREEMENT


 




Dated:
March 22, 2021


 


 






     


     


    

 


KITE REALTY GROUP, L.P.


(a Delaware limited partnership)


 


KITE REALTY GROUP TRUST


(a Maryland real estate investment trust)


 


0.75% Exchangeable Senior Notes due 2027


 


REGISTRATION RIGHTS AGREEMENT


 


March 22, 2021


 


Barclays Capital Inc.


BofA Securities, Inc.


KeyBanc Capital Markets Inc.


As Representatives
of the several Initial Purchasers


 


Barclays Capital Inc.


745 Seventh Avenue


New York, New York 10019


 


BofA Securities, Inc.


One Bryant Park


New York, New York 10036


 


KeyBanc Capital Markets Inc.


127 Public Square, 4th Floor


Cleveland, Ohio 44114


 


Ladies and Gentlemen:


 


Kite Realty Group,
L.P., a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell to certain purchasers
(the “Initial Purchasers”), for whom Barclays Capital Inc., BofA Securities, Inc. and KeyBanc Capital Markets
Inc. (the “Representatives”) are acting as the representatives, its 0.75% Exchangeable Senior Notes due 2027
(the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Operating Partnership, Kite
Realty Group Trust, a Maryland real estate investment trust (the “Company”), and the Representatives, dated
as of March 17, 2021 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”)
of the Notes. In certain circumstances, the Notes will be exchangeable for common shares of beneficial interest, $0.01 par value,
of the Company (the “Common Shares”) in accordance with the terms of the Notes and the Indenture (as defined
below). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy their obligations thereunder, the
holders of the Notes will have the benefit of this registration rights agreement by and among the Operating Partnership, the Company
and the Initial Purchasers whereby the Company agrees with you for your benefit and the benefit of the holders from time to time
of the Notes (including the Initial Purchasers) (each a “Holder” and, collectively, the “Holders”),
as follows:


 


1.            
Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the
Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:


 


“Act”
shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Affiliate”
shall have the meaning specified in Rule 405 under the Act and the terms “controlling” and “controlled”
shall have meanings correlative thereto.


 






     


     


    

 


“Automatic
Shelf Registration Statement” shall mean a Registration Statement filed by a Well-Known Seasoned Issuer which shall become
effective upon filing thereof pursuant to General Instruction I.D for Form S-3.


 


“Broker-Dealer”
shall mean any broker or dealer registered as such under the Exchange Act.


 


“Business
Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or
trust companies are authorized or obligated by law to close in New York City.


 


“Closing Date”
shall mean the date of the first issuance of the Notes.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common Shares”
shall have the meaning set forth in the preamble hereto.


 


“Company”
shall have the meaning set forth in the preamble hereto.


 


“Deferral
Period” shall have the meaning indicated in Section 3(i) hereof.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder.


 


“Final Memorandum”
shall mean the final offering memorandum, dated March 17, 2021, relating to the Notes, including any and all annexes thereto and
any information incorporated by reference therein as of such date.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority or any successor agency thereto.


 


“Free Writing
Prospectus” shall mean each offer to sell or solicitation of an offer to buy the Notes that would constitute a “free
writing prospectus” as defined in Rule 405 under the Securities Act, prepared by or on behalf of the Company or the Operating
Partnership or used or referred to by the Company or the Operating Partnership in connection with the sale of the Notes.


 


“Holder”
shall have the meaning set forth in the preamble hereto.


 


“Indenture”
shall mean the Indenture relating to the Notes, dated the date hereof, by and among the Operating Partnership, as issuer, the Company
and U.S. Bank National Association, as trustee, as the same may be amended from time to time in accordance with the terms thereof.


 


“Initial Placement”
shall have the meaning set forth in the preamble hereto.


 


“Initial Purchasers”
shall have the meaning set forth in the preamble hereto.


 


“Losses”
shall have the meaning set forth in Section 5(d) hereof.


 


“Majority
Holders” shall mean, on any date, Holders of a majority of the Common Shares registered under a Shelf Registration Statement.


 


“Managing
Underwriters” shall mean the investment banker or investment bankers and manager or managers that administer an underwritten
offering, if any, conducted pursuant to Section 6 hereof.


 


“Note”
shall have the meaning set forth in the preamble.


 


“Notice and
Questionnaire” shall mean a written notice delivered to the Company substantially in the form attached as Annex A to
the Final Memorandum.


 






     


     


    

 


“Notice Holder”
shall mean, on any date, any Holder of Registrable Securities that has delivered a properly completed Notice and Questionnaire
to the Company on or prior to such date.


 


“Operating
Partnership” shall have the meaning set forth in the preamble hereto.


 


“Prospectus”
shall mean a prospectus included in a Shelf Registration Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A
or Rule 430B under the Act), as amended or supplemented by any prospectus supplement, including a prospectus supplement for
a “shelf” takedown, with respect to the terms of the offering of any portion of the Common Shares covered by a Shelf
Registration Statement, and all amendments and supplements thereto, including any and all exhibits thereto and any information
incorporated by reference therein.


 


“Purchase
Agreement” shall have the meaning set forth in the preamble hereto.


 


“Registrable
Securities” shall mean Common Shares initially issuable in exchange for the Notes initially sold to the Initial Purchasers
pursuant to the Purchase Agreement other than those that have (i) been registered under a Shelf Registration Statement and
disposed of in accordance therewith, (ii) become eligible to be sold without restriction as contemplated by Rule 144
under the Act or any successor rule or regulation thereto that may be adopted by the Commission, (iii) ceased to be outstanding,
whether as a result of redemption, repurchase, cancellation, exchange or otherwise, or (iv) been sold to the public pursuant
to Rule 144 under the Act.


 


“Registration
Default Damages” shall have the meaning set forth in Section 7 hereof.


 


“Shelf Registration
Period” shall have the meaning set forth in Section 2(c) hereof.


 


“Shelf Registration
Statement” shall mean a “shelf” registration statement, including a “universal shelf” registration
statement, of the Company pursuant to the provisions of Section 2 hereof which covers some or all of the Common Shares,
including by “shelf takedown” using a prospectus supplement or otherwise, on an appropriate form under Rule 415 under
the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein. For the avoidance of doubt, if at any time from the date hereof through the end of the Shelf
Registration Period, the Company is not eligible to use Form S-3 or Form S-3ASR or any successor form thereto, and all references
to Shelf Registration Statement in this Agreement shall be read to include a registration statement on Form S-11, or if the Company
is no longer a real estate investment trust at such time, Form S-1, or any successor form thereto.


 


“Underwriter”
shall mean any underwriter of Common Shares in connection with an offering thereof under a Shelf Registration Statement.


 


“Well-Known
Seasoned Issuer” shall have the meaning set forth in Rule 405 under the Act.


 


2.            
Shelf Registration.


 


(a)               
The Company shall as promptly as practicable following the date on which the Company becomes eligible to file an Automatic
Shelf Registration Statement (but in no event more than 90 days after the Closing Date) (i) file with the Commission a Shelf Registration
Statement (which shall be, if the Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) and/or
(ii) file one or more prospectus supplements to an effective Shelf Registration Statement of the Company, providing for the registration
of, and the sale on a continuous or delayed basis by the Holders of, all of the Registrable Securities, from time to time in accordance
with the methods of distribution elected by such Holders, pursuant to Rule 415 under the Act or any similar rule that may be adopted
by the Commission.


 


(b)               
If the Shelf Registration Statement filed in Section 2(a) is not an Automatic Shelf Registration Statement, the Company
shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become or be declared effective under
the Act no later than 180 days after the Closing Date.


 






     


     


    

 


(c)               
 The Company shall use its commercially reasonable efforts to keep any Shelf Registration Statement continuously effective,
supplemented and amended as required by the Act (including by way of preparing and filing with the Commission within the time limits
required by Rule 415 under the Act or any successor rule thereto a new Shelf Registration Statement, and, if necessary, filing
a new prospectus supplement pursuant to such new Shelf Registration Statement, in order to cover any Registrable Securities previously
registered on a Shelf Registration Statement that may no longer be used for sales of such Registrable Securities and the Company
shall use its best efforts to cause such New Registration Statement to be declared effective by the Commission as soon as practicable
thereafter), in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration
Period”) from the date such Shelf Registration Statement is declared effective by the Commission (or becomes effective
in the case of an Automatic Shelf Registration Statement) or, in the case of a “universal” Shelf Registration Statement,
the first date a prospectus supplement covering Registrable Securities is filed under such Shelf Registration Statement until the
earlier of (i) the 30th trading day immediately following the maturity date of the Notes (subject to extension for any suspension
of the effectiveness of the Shelf Registration Statement during such 30 trading day period immediately following the maturity date
by the length of such suspension) and (ii) the date upon which there are no Notes or Registrable Securities outstanding. The
Company shall be deemed not to have used its commercially reasonable efforts to keep a Shelf Registration Statement effective during
the Shelf Registration Period if it voluntarily takes any action that would result in Holders of Registrable Securities not being
able to offer and sell such Common Shares at any time during the Shelf Registration Period, unless such action is (x) required
by applicable law or otherwise undertaken by the Company in good faith and for valid business reasons (not including avoidance
of the Company’s obligations hereunder), including the acquisition or divestiture of assets, and (y) permitted by Section 3(i)
hereof. None of the Company, the Operating Partnership or any of their respective securityholders (other than Holders of Registrable
Securities) shall have the right to include any securities of the Company or the Operating Partnership in any Shelf Registration
Statement or, in the case of a “universal” Shelf Registration Statement, in any prospectus supplement for a “shelf
takedown” registering Registrable Securities, other than Registrable Securities.


 


(d)               
The Company shall cause a Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto,
as of the effective date of the Shelf Registration Statement or such amendment or supplement, (i) to comply in all material
respects with the applicable requirements of the Act; and (ii) not to contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the
Prospectus, in the light of the circumstances under which they were made) not misleading.


 


(e)                 The
Company shall provide notice to each Holder at least twenty (20) Business Days prior to the anticipated effective date of the
initial Shelf Registration Statement filed pursuant hereto (such effective date shall also include the date of filing the
initial prospectus supplement for a “shelf takedown” of Registrable Securities pursuant to the Company’s
registration statement on Form S-3ASR, file no. 333-253393, which was filed by the Company with the Commission on
February 23, 2021). Each Holder agrees to deliver a Notice and Questionnaire and such other information as the Company may
reasonably request in writing, if any, to the Company at least ten (10) Business Days prior to the anticipated effective date
of such Shelf Registration Statement as announced in such notice from the Company. If a Holder does not timely complete and
deliver a Notice and Questionnaire or provide the other information the Company may reasonably request in writing, that
Holder will not be named as a selling securityholder in the Prospectus and will not be permitted to sell its Registrable
Securities under such Shelf Registration Statement. From and after the effective date of such Shelf Registration Statement,
the Company shall use commercially reasonable efforts, on the first (1st) Business Day of each month (i) to
file with the Commission a post-effective amendment to such Shelf Registration Statement or to prepare and, if permitted or
required by applicable law, to file a supplement, including any prospectus supplement for a “shelf takedown,” to
the related Prospectus or an amendment or supplement to any document incorporated therein by reference or file any other
required document so that the each Holder that delivered a Notice and Questionnaire prior to the 20th day of the
prior month is named as a selling securityholder in such Shelf Registration Statement and the related Prospectus, and so that
such Holder is permitted to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable
law and, if the Company shall file a post-effective amendment to such Shelf Registration Statement, use its commercially
reasonable efforts to cause such post-effective amendment to be declared effective under the Act as promptly as is
practicable; (ii) provide such Holder, upon request, copies of any documents filed pursuant to Section 2(e)(i)
hereof; and (iii) notify such Holder as promptly as practicable after the effectiveness under the Act of any
post-effective amendment filed or the filing of any supplement, including any prospectus supplement for a “shelf
takedown,” to the related Prospectus, pursuant to Section 2(e)(i) hereof; provided, that if such Notice and
Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral
Period in accordance with Section 3(i) hereof. Notwithstanding anything contained herein to the contrary, the
Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in a Shelf
Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the
provisions of this Section 2(e) (whether or not such Holder was a Notice Holder at the effective date of such
Shelf Registration Statement) shall be named as a selling securityholder in such Shelf Registration Statement or related
Prospectus in accordance with the requirements of this Section 2(e). Notwithstanding the foregoing, if (A) the
Notes are called for redemption and the then prevailing market price of the Common Shares is above the Exchange Price (as
defined in the Indenture) or (B) the Notes are exchanged as provided for in Article 14 of the Indenture, then the
Company shall use commercially reasonable efforts to file a post-effective amendment or supplement, including any prospectus
supplement for a “shelf takedown,” to the related Prospectus within five (5) Business Days of the Redemption Date
(as defined in the Indenture) (as defined in the Indenture), as applicable, naming as a selling securityholder therein all
Notice Holders that have completed and delivered a Notice and Questionnaire and provided the other information reasonably
requested in writing by the Company, in each case on or before such Redemption Date, as applicable.


 






     


     


    

 


3.            
Registration Procedures. The following provisions shall apply in connection with any Shelf Registration Statement.


 


(a)               
The Company shall:


 


(i)               
furnish to each of the Representatives and to counsel for the Notice Holders (as appointed in accordance with Section 4),
not less than five (5) Business Days prior to the filing thereof with the Commission, a copy of the Shelf Registration Statement
and each amendment thereto and each amendment or supplement, including any prospectus supplement for a “shelf takedown,”
if any, to the Prospectus included therein (including all documents incorporated by reference therein after the initial filing)
and shall use its commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments
as the Representatives reasonably propose; and


 


(ii)              
include information regarding the Notice Holders and the methods of distribution they have elected for their Registrable
Securities provided to the Company in Notices and Questionnaires as necessary to permit such distribution by the methods specified
therein.


 


(b)              
The Company shall ensure that:


 


(i)               
the Shelf Registration Statement and any amendment thereto and any Prospectus, including any prospectus supplement for a
 “shelf takedown,” forming part thereof and any amendment or supplement thereto complies in all material respects with
the Act; and


 


(ii)              
the Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading.


 


(c)              
The Company shall advise the Representatives, the Notice Holders and any underwriter that has provided in writing to the
Company a telephone or facsimile number and address for notices, and confirm such advice in writing (which notice pursuant to clauses
(ii) through (v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Company shall
have remedied the basis for such suspension):


 


(i)               
when the Shelf Registration Statement and any amendment thereto has been filed with the Commission and when the Shelf Registration
Statement or any post-effective amendment thereto has become effective;


 


(ii)             
of any request by the Commission for any amendment or supplement to the Shelf Registration Statement or the Prospectus,
including any prospectus supplement for a “shelf takedown,” or for additional information;


 


(iii)             
 of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or
the institution or threatening of any proceeding for that purpose or any other lapse in the effectiveness of the Shelf Registration
Statement during the Shelf Registration Period;


 






     


     


    

 


(iv)            
of the receipt by the Company of any notification with respect to the suspension of the qualification of the Common Shares
included therein for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose; and


 


(v)              
of the happening of any event that requires any change in the Shelf Registration Statement or the Prospectus so that, as
of such date, they (A) do not contain any untrue statement of a material fact and (B) do not omit to state a material fact required
to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances
under which they were made) not misleading.


 


(d)               
The Company shall use its commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness
of the Shelf Registration Statement or the qualification of the securities therein for sale in any jurisdiction and, if issued,
to obtain as soon as possible the withdrawal thereof. The Company shall undertake additional reasonable actions as required to
permit unrestricted resales of the Common Shares in accordance with the terms and conditions of this Agreement.


 


(e)              
Upon request, the Company shall furnish to each Notice Holder, without charge, at least one copy of the Shelf Registration
Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if a Notice
Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).


 


(f)               
During the Shelf Registration Period, the Company shall promptly deliver to each Initial Purchaser, each Notice Holder,
and any sales or placement agents or underwriters acting on their behalf, without charge, as many copies of the Prospectus (including
the preliminary Prospectus, if any) included in the Shelf Registration Statement and any amendment or supplement, including any
prospectus supplement for a “shelf takedown,” thereto as any such person may reasonably request. The Company consents
to the use of the Prospectus or any amendment or supplement, including any prospectus supplement for a “shelf takedown,”
thereto by each of the foregoing in connection with the offering and sale of the Common Shares.


 


(g)              
Prior to any offering of Common Shares pursuant to the Shelf Registration Statement, the Company shall (i) arrange for the
qualification of the Common Shares for sale under the laws of such jurisdictions as any Notice Holder shall reasonably request
and shall maintain such qualification in effect so long as required, and (ii) cooperate with the Holders in connection with any
filings required to be made with FINRA; provided, that in no event shall the Company be obligated to qualify to do business in
any jurisdiction where it is not then so qualified or to take any action that would subject it to service of process in suits,
other than those arising out of the Initial Placement or any offering pursuant to the Shelf Registration Statement, in any jurisdiction
where it is not then so subject.


 


(h)               
Upon the occurrence of any event contemplated by Section 3(c)(ii) through Section 3(c)(v) hereof, the Company
shall promptly (or within the time period provided for by Section 3(i) hereof, if applicable) prepare a post-effective
amendment to the Shelf Registration Statement or an amendment or supplement, including any prospectus supplement for a “shelf
takedown,” to the related Prospectus or file any other required document to remedy the basis for any suspension of the Shelf
Registration Statement and so that, as thereafter delivered to Initial Purchasers of the securities included therein, the Prospectus
will not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 


(i)                 Upon
the occurrence or existence of any pending corporate development, public filing with the Commission or any other material
event that, in the reasonable judgment of the Company, makes it appropriate to suspend the availability of the Shelf
Registration Statement and the related Prospectus, including any prospectus supplement for a “shelf takedown,”
the Company shall give notice (without notice of the nature or details of such events) to the Notice Holders that the
availability of the Shelf Registration Statement is suspended and, upon actual receipt of any such notice, each Notice Holder
agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement until such Notice Holder’s
receipt of copies of the supplemented or amended Prospectus, including a prospectus supplement for a “shelf
takedown,” provided for in Section 3(h) hereof, or until it is advised in writing by the Company that the
Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed
incorporated by reference in such Prospectus. The period during which the availability of the Shelf Registration Statement
and any Prospectus is suspended pursuant to this Section 3(i) (the “Deferral Period”)
shall not exceed 45 days in any 90-day period or 90 days in any 360-day period; provided, that, if the event triggering the
Deferral Period relates to a proposed or pending material business transaction, the disclosure of which the board of trustees
of the Company determines in good faith would be reasonably likely to impede the ability to consummate the transaction or
would otherwise be seriously detrimental to the Company and its subsidiaries taken a whole, the Company may extend the
Deferral Period from 45 days to 60 days in any 90-day period or from 90 days to 120 days in any 360-day period.


 






     


     


    

 


(j)                
The Company shall comply with all applicable rules and regulations of the Commission and shall make generally available
to its securityholders an earnings statement satisfying the provisions of Section 11(a) of, and Rule 158 under, the Act as
soon as practicable after the effective date of the Shelf Registration Statement (such effective date shall include the date of
filing a prospectus supplement for a “shelf takedown” of Registrable Securities to an effective Shelf Registration
Statement) and in any event no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year)
beginning with the first month of the Company’s first fiscal quarter commencing after the such effective date.


 


(k)               
The Company may require each Holder of Common Shares to be sold pursuant to the Shelf Registration Statement to furnish
to the Company such information regarding the Holder and the distribution of such Common Shares as the Company may from time to
time reasonably require for inclusion in the Shelf Registration Statement. The Company may exclude from the Shelf Registration
Statement (including a prospectus supplement for a “shelf takedown” pursuant thereto) the Common Shares of any Holder
that unreasonably fails to furnish such information within ten (10) Business Days after receiving such request.


 


(l)               
Subject to Section 6 hereof, the Company shall enter into customary agreements (including, if requested, an
underwriting agreement in customary form) and take all other appropriate actions in order to expedite or facilitate the registration
or the disposition of the Common Shares, and in connection therewith, if an underwriting agreement is entered into, cause the same
to contain customary indemnification provisions and procedures.


 


(m)              
Subject to Section 6 hereof, the Company shall:


 


(i)                
make reasonably available for inspection by the Holders of Common Shares to be registered thereunder, any underwriter participating
in any disposition pursuant to the Shelf Registration Statement, and any attorney, accountant or other agent retained by the Holders
or any such underwriter all relevant financial and other records and pertinent corporate documents of the Company and its subsidiaries;


 


(ii)             
cause the Company’s officers, trustees, employees, accountants and auditors to supply all relevant information reasonably
requested by the Holders or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement
as is customary for similar due diligence examinations;


 


(iii)             
make such representations and warranties to the Holders of Common Shares registered thereunder and the underwriters, if
any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering
matters including, but not limited to, those set forth in the Purchase Agreement;


 


(iv)            
obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance)
shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if
any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as
may be reasonably requested by such Holders and underwriters;


 






     


     


    

 


(v)              
 obtain “comfort” letters and updates thereof from the independent certified public accountants of the Company
(and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or are required to be, included in the Shelf Registration
Statement), addressed to each selling Holder of Common Shares registered thereunder and the underwriters, if any, in customary
form and covering matters of the type customarily covered in “comfort” letters in connection with primary underwritten
offerings; and


 


(vi)              
deliver such documents and certificates as may be reasonably requested by the Majority Holders or the Managing Underwriters,
if any, including those to evidence compliance with Section 3(i) hereof and with any customary conditions contained
in the underwriting agreement or other agreement entered into by the Company.


 


The actions set forth in clauses (iii) through
(vi) of this Section 3(m) shall be performed in connection with any underwriting or similar agreement as and to the extent
required thereunder.


 


(n)               
In the event that any Broker-Dealer shall underwrite any Common Shares or participate in a public offering (within the meaning
of the rules of FINRA) as a member of an underwriting syndicate or selling group, whether as a Holder of such Common Shares or
as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company shall assist
such Broker-Dealer in complying with the applicable rules and regulations of FINRA.


 


(o)              
The Company shall use its commercially reasonable efforts to take all other steps necessary to effect the registration of
the Common Shares covered by the Shelf Registration Statement.


 


4.            
Registration Expenses. The Company shall bear all expenses incurred in connection with the performance of its obligations
under Section 2 and Section 3 hereof and shall reimburse the Holders for the reasonable fees and disbursements of
one firm or counsel (which shall initially be Hogan Lovells US LLP, but which may be another nationally recognized law firm experienced
in securities matters designated by the Majority Holders) to act as counsel for the Holders in connection therewith; provided,
however, that such expenses shall not include, and the Company shall not have any obligation to pay, any underwriting fees, discounts
or commissions attributable to the sale of such Registrable Securities, or any fees and expenses of any Broker-Dealer or other
financial intermediary engaged by any Holder.


 


5.           
Indemnification and Contribution. (a) The Company and the Operating Partnership agree to indemnify and hold
harmless each Holder of Common Shares covered by any Shelf Registration Statement, each Initial Purchaser, the trustees, officers,
employees, Affiliates and agents of each such Holder or Initial Purchaser and each person who controls any such Holder or Initial
Purchaser within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory
law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration
Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or Prospectus, any Free Writing Prospectus
or any “issuer information” (as defined in Rule 433 of the Act) filed or required to be filed pursuant to Rule 433(d)
under the Act, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any
preliminary Prospectus or any Prospectus, in the light of the circumstances under which they were made) not misleading, and agrees
to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection
with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company and the
Operating Partnership will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out
of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance
upon and in conformity with written information furnished to the Company or the Operating Partnership by or on behalf of the party
claiming indemnification specifically for inclusion therein. This indemnity agreement shall be in addition to any liability that
the Company and the Operating Partnership may otherwise have to the indemnified party.


 






     


     


    

 



 


The Company and the
Operating Partnership also agree to indemnify as provided in this Section 5(a) or contribute as provided in Section 5(d)
hereof to Losses of each underwriter, if any, of Common Shares registered under any Shelf Registration Statement, its trustees,
officers, employees, Affiliates or agents and each person who controls such underwriter on substantially the same basis as that
of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 5(a) and shall, if requested
by any Holder, enter into an underwriting agreement reflecting such agreement, as provided in Section 3(l) hereof.


 


(b)          
Each Holder of securities covered by any Shelf Registration Statement (including each Initial Purchaser that is a Holder,
in such capacity) severally and not jointly agrees to indemnify and hold harmless the Company and the Operating Partnership, each
of its trustees, each of its officers who signs such Shelf Registration Statement and each person who controls the Company or the
Operating Partnership within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from
the Company and the Operating Partnership to each such Holder, but only with reference to written information relating to such
Holder furnished to the Company or the Operating Partnership by or on behalf of such Holder specifically for inclusion in the documents
referred to in the foregoing indemnity. This indemnity agreement shall be acknowledged by each Notice Holder that is not an Initial
Purchaser in such Notice Holder’s Notice and Questionnaire and shall be in addition to any liability that any such Notice
Holder may otherwise have to the Company or the Operating Partnership.


 


(c)           
Promptly after receipt by an indemnified party under this Section 5 or notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5,
notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will
not relieve it from liability under Section 5(a) or Section 5(b) hereof unless and to the extent it did not otherwise
learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and
(ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification
obligation provided in Section 5(a) or Section 5(b) hereof. The indemnifying party shall be entitled to appoint counsel
(including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified
party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained
by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory
to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel)
to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of
interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to
it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. The indemnifying party shall indemnify and hold harmless
the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement
of any action effected (i) with its written consent, or (ii) without its written consent if the settlement is entered into more
than twenty (20) Business Days after the indemnifying party received a request from the indemnified party for reimbursement for
the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior
to the date of such settlement, the indemnifying party has failed to comply with such reimbursement request. An indemnifying party
will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or potential parties to such claim or action) unless
such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability arising
out of such claim, action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability
or a failure to act, by or on behalf of the indemnified party.


 






     


     


    

 


(d)          
In
the event that the indemnity provided in this Section 5 hereof is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation to
contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending loss, claim, liability, damage or action) (collectively
 “Losses”) to which such indemnifying party may be subject in such proportion as is appropriate to reflect
the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand,
from the Initial Placement and the Shelf Registration Statement which resulted in such Losses; provided, however, that in no
case shall any Initial Purchaser be responsible, in the aggregate, for any amount in excess of the commission applicable to
the Notes, as set forth in the Final Memorandum, nor shall any underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the securities purchased by such underwriter under such Shelf Registration
Statement which resulted in such Losses, nor shall any Holder be responsible, in the aggregate, for any amount in excess of
the amount by which the total amount received by such Holder with respect to its sale of securities covered by such
Registration Statement exceeds the sum of (i) the amount paid by such Holder for such securities plus (ii) the amount of any
damages that such Holder has otherwise been required to pay by reason of an untrue or alleged untrue statement or omission or
alleged omission of such Holder. If the allocation provided by the immediately preceding sentence is unavailable for any
reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified
party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company and the Operating Partnership shall be deemed to be equal
to the total net proceeds from the Initial Placement (before deducting expenses) as set forth in the Final Memorandum.
Benefits received by the Initial Purchasers shall be deemed to be equal to the total commissions as set forth in the Final
Memorandum, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Common Shares
registered under the Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting
discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Shelf Registration
Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any
untrue or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to
information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent
of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue
statement or omission. The parties agree that it would not be just and equitable if contributions were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not
take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 5,
each person who controls a Holder within the meaning of either the Act or the Exchange Act and each trustee, officer,
employee and agent of such Holder shall have the same rights to contribution as such Holder, and each person who controls the
Company or the Operating Partnership within the meaning of either the Act or the Exchange Act, each officer of the Company or
the Operating Partnership who shall have signed the Shelf Registration Statement and each trustee of the Company or the
Operating Partnership shall have the same rights to contribution as the Company and the Operating Partnership, subject in
each case to the applicable terms and conditions of this Section 5(d).


 


(e)          
The provisions of this Section 5 shall remain in full force and effect, regardless of any investigation made
by or on behalf of any Holder or the Company or the Operating Partnership or any of the indemnified persons referred to in this
Section 5, and shall survive the sale by a Holder of securities covered by a Shelf Registration Statement.


 


6.          
Underwritten Registrations. (a) In no event will the method of distribution of Registrable Securities take the
form of an underwritten offering without the prior written consent of the Company.


 


(b)        
If any Common Shares covered by a Shelf Registration Statement are to be sold in an underwritten offering, the Managing
Underwriters shall be selected by the Company, subject to the prior written consent of the Majority Holders, which consent shall
not be unreasonably withheld.


 


(c)           
No
person may participate in any underwritten offering pursuant to a Shelf Registration Statement unless such person
(i) agrees to sell such person’s Common Shares on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements; and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the
terms of such underwriting arrangements.


 






     


     


    

 


7.          
Registration Defaults. If any of the following events shall occur, then the Company shall pay liquidated damages
(the “Registration Default Damages”) to the Holders as follows:


 


(a)          
if a Shelf Registration Statement (which shall be, if the Company is then a Well-Known Seasoned Issuer, an Automatic Shelf
Registration Statement) or a prospectus supplement to an effective Shelf Registration Statement of the Company is not filed with
the Commission on or prior to the 90th day following the Closing Date, then commencing on the 91st day after the Closing Date,
Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum
for the first 90 days from and including such 91st day and 0.50% per annum thereafter; or


 


(b)          
if a Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of
an Automatic Shelf Registration Statement) on or prior to the 180th day following the Closing Date, then commencing on the 181st
day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes,
at a rate of 0.25% per annum for the first 90 days from and including such 181st day and 0.50% per annum thereafter; or


 


(c)           
if a Shelf Registration Statement has been declared or becomes effective but ceases to be effective or usable for the offer
and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement
to file a new Shelf Registration Statement, a post-effective amendment or supplement to the Prospectus to make changes to the information
regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period
and the Company does not cure the lapse of effectiveness or usability within ten (10) Business Days (or, if a Deferral Period is
then in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments
in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten (10) Business
Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration
Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first
90 days from and including the day following such 10th Business Day and 0.50% per annum thereafter; or


 


(d)          
if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its
obligations hereunder in a manner to entitle such Holder to be so named in (i) a Shelf Registration Statement at the time
it first became effective or (ii) any Prospectus, including a prospectus supplement for a “shelf takedown” pursuant
thereto, at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part
becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held
by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such
Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or


 


(e)           
if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period
pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period
exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding
principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including such date, and 0.50% per annum
thereafter;


 


provided,
however, that (1) upon the filing of the Shelf Registration Statement or prospectus supplement (in the case of paragraph
(a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), (3) upon such
time as the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and
usable for resales (in the case of paragraph (c) above), (4) upon the time such Holder is permitted to sell its Registrable Securities
pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above)
or (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period
set forth in Section 3(i) hereof to be exceeded (in the case of paragraph (e) above), the Registration Default
Damages shall cease to accrue.


 






     


     


    

 


Any amounts of Registration
Default Damages due pursuant to this Section 7 will be payable in cash on the next succeeding interest payment date
to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any
Note ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the
Registration Default Damages payable with respect to such Note.


 


The Registration Default
Damages rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause
above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration
Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then
the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the Company’s obligation to
pay Registration Default Damages in accordance with this Section 7, neither the Company nor the Operating Partnership
will have any liability for damages with respect to a Registration Default.


 


Notwithstanding any
provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Shares issued upon exchange
of Notes. In lieu thereof, the Exchange Rate (as defined in the Indenture) shall be increased by 3.00% for each $1,000 principal
amount of Notes exchanged at a time when such Registration Default has occurred and is continuing; provided, however, that (i) the
foregoing adjustment shall not be applied more than once to the same $1,000 principal amount of Notes and (ii) if a Registration
Default occurs after a Holder has exchanged its Notes into Common Shares, such Holder shall not be entitled to any compensation
with respect to such Common Shares.


 


In no event shall Registration
Default Damages, together with Additional Interest (as defined in the Indenture) relating to the Operating Partnership’s
failure to comply with its obligations as set forth in Section 4.06(b) of the Indenture, accrue on the Notes at a per annum
rate, in the aggregate, in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the requirement
to pay such Registration Default Damages and Additional Interest.


 


8.          
No Inconsistent Agreements. Neither the Company nor the Operating Partnership has entered into, and each agrees not
to enter into, any agreement with respect to its securities that is inconsistent with the registration rights granted to the Holders
herein.


 


9.          
Rule 144A and Rule 144. So long as any Registrable Securities remain outstanding, the Company shall use
its commercially reasonable efforts to file the reports required to be filed by it under Rule 144A(d)(4) under the Act and
the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the written
request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales
of such Holder’s Registrable Securities pursuant to Rules 144 and 144A of the Act. The Company covenants that it will take
such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Registrable Securities without registration under the Act within the limitation of the exemptions
provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request
of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied
with such requirements. Notwithstanding the foregoing, nothing in this Section 9 shall be deemed to require the Company
or the Operating Partnership to register any of its securities pursuant to the Exchange Act.


 


10.        
Listing. So long as any Registrable Securities are outstanding, the Company shall use its commercially reasonable
efforts to maintain the approval of the Common Shares for listing on the New York Stock Exchange or such other exchange or trading
market as the Common Shares is then listed.


 


11.        
Amendments
and Waivers. The provisions of this Agreement may not be amended, qualified, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of
the Majority Holders; provided, that, with respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser against which such
amendment, qualification, supplement, waiver or consent is to be effective; provided, further, that no amendment,
qualification, supplement, waiver or consent with respect to Section 7 hereof shall be effective as against any
Holder of Registrable Securities unless consented to in writing by such Holder; and provided, further, that the provisions of
this Section 11 may not be amended, qualified, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, unless the Company has obtained the written consent of the Initial Purchasers
and each Holder.


 






     


     


    

 


12.        
Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telex, telecopier or air courier guaranteeing overnight delivery:


 


(a)          
if to a Holder, at the most current address given by such holder to the Company in accordance with the provisions of the
Notice and Questionnaire;


 


(b)          
if to the Initial Purchasers or the Representatives, initially at the address or addresses set forth in the Purchase Agreement;
and


 


(c)          
if to the Company or the Operating Partnership, initially at its address set forth in the Purchase Agreement.


 


All such notices and
communications shall be deemed to have been duly given when received.


 


The Initial Purchasers,
the Company or the Operating Partnership by notice to the other parties may designate additional or different addresses for subsequent
notices or communications.


 


Notwithstanding the
foregoing, notices given to Holders (i) holding Notes in book-entry form may be given through the facilities of DTC or any
successor depository and (ii) may be given by e-mail at the e-mail address provided by such Holder in accordance with the
provisions of the Notice and Questionnaire.


 


13.        
Remedies. Each Holder, in addition to being entitled to exercise all rights provided to it herein or in the Purchase
Agreement or granted by law, including recovery of liquidated or other damages, will be entitled to specific performance of its
rights under this Agreement. The Company and the Operating Partnership agree that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by them of the provisions of this Agreement and hereby agree to waive in any action
for specific performance the defense that a remedy at law would be adequate.


 


14.        
Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective
successors and assigns, including, without the need for an express assignment or any consent by the Company or the Operating Partnership
thereto, subsequent Holders of Registrable Securities, and the indemnified persons referred to in Section 5 hereof.
The Company and the Operating Partnership hereby agree to extend the benefits of this Agreement to any Holder of Registrable Securities,
and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.


 


15.      
Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard
form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN
Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes.


 


16.         
Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.


 


17.        
Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New
York applicable to contracts made and to be performed in the State of New York. The parties hereto each hereby waive any right
to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.


 






     


     


    

 


18.       
 QFC Stay Rider. Recognition of the U.S. Special Resolution Regimes.


 


(a)          
In the event that any of the Initial Purchasers that is a Covered Entity becomes subject to a proceeding under a U.S. Special
Resolution Regime, the transfer from such Initial Purchaser of this Agreement, and any interest and obligation in or under this
Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if
this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.


 


(b)          
In the event that any of the Initial Purchasers that is a Covered Entity or a BHC Act Affiliate of such Initial Purchaser
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised
against such Initial Purchaser permitted to be exercised to no greater extent than such Default Rights could be exercised under
the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.


 


For the purposes of this Section 18,
a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in
accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as
that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as
that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Rights” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
 “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated
thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.


 


19.        
Severability. In the event that any one of more of the provisions contained herein, or the application thereof in
any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability
of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted
by law.


 


20.       
Common Shares Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of
Common Shares is required hereunder, Common Shares held by the Company or its Affiliates (other than subsequent Holders of Common
Shares if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Common Shares) shall not
be counted in determining whether such consent or approval was given by the Holders of such required percentage.


 


[Remainder of page intentionally left blank;
signature pages follow]


 






     


     


    

 


If the foregoing is
in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement by and among the Company, the Operating Partnership and the several
Initial Purchasers.


 


	 	Very truly yours,
	 	 
	 	KITE REALTY GROUP, L.P.
	 	 
	 	By:  	 Kite Realty Group Trust,
	 	 	its general partner
	 	 
	 	By:  	 /s/ Heath R. Fear
	 	 	Name:  	 Heath R. Fear
	 	 	Title:  	 Executive Vice President and Chief Financial Officer
	 	 
	 	KITE REALTY GROUP TRUST
	 	 
	 	By:  	 /s/ Heath R. Fear
	 	 	Name:  	 Heath R. Fear
	 	 	Title:  	 Executive Vice President and Chief Financial Officer




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.


 


	BARCLAYS CAPITAL INC.	 
	 	 
	By:  	 /s/ Paul Robinson	 
	 	Name: Paul Robinson	 
	 	Title:   Managing Director	 
	 	 
	BofA Securities, Inc.	 
	 	 
	By:  	 /s/ Chris Porter	 
	 	Name: Chris Porter	 
	 	Title:   Managing Director	 
	 	 
	KEYBANC CAPITAL MARKETS INC.	 
	 	 
	By:  	 /s/ Paul Hodermarsky	 
	 	Name: Paul Hodermarsky	 
	 	Title:   Equity Capital Markets, Managing Director	 




 


For themselves and as representatives of
the Initial Purchasers


 


[Signature Page to Registration Rights Agreement]