Exhibit 10.34


 


CONSULTING AGREEMENT


 


This CONSULTING
AGREEMENT (this “Agreement”), is made and entered into as of August 16,
2004, by and between Kite Realty Group, L.P., a Delaware limited partnership
(the “OP”), and Paul W. Kite (“Paul Kite”).


 


WHEREAS, the OP is
the operating partnership of Kite Realty Group Trust, a Maryland real estate
investment trust (“KRG”, and together with its direct and indirect
subsidiaries, including the OP, the “REIT”);


 


WHEREAS, Paul Kite
is the son of Alvin Kite, the Chairman of KRG, and the brother of John Kite,
the Chief Executive Officer and President of KRG;


 


WHEREAS the REIT
is a full service real estate company focused primarily on the development,
construction, acquisition, ownership and operation of high quality neighborhood
and community shopping centers in selected growth markets in the United States;


 


WHEREAS, the OP
and KRG are engaging in various related transactions pursuant to which, among
other things, (i) the OP is acquiring interests in various entities that own or
lease real estate properties in which certain persons affiliated with KRG have
interests, including Paul Kite (the “Property Owning Entities”), (ii) KRG is
acquiring interests in certain service businesses currently owned by persons
affiliated with KRG, including Paul Kite (the “Service Companies”; together
with the Property Owning Entities, the “Predecessor Business”), and
(iii) KRG will effect an initial public offering of its common shares and
contribute the proceeds therefrom for a like number of units of partnership
interest in the OP (the “IPO,” and together with the other transactions
described above, the “IPO Transactions”);


 


WHEREAS, upon
completion of the IPO Transactions, Paul Kite will own common shares of KRG and
units of limited partnership in the OP representing an approximate 8%
beneficial interest in KRG (on a fully diluted basis);


 


WHEREAS, Paul Kite
was actively involved with the Predecessor Business, assisting with the
development, construction, acquisition, ownership and operation of real estate
properties in the United States;


 


WHEREAS, following
the IPO Transactions, the OP desires to retain Paul Kite as a consultant to
provide to the REIT the services described below, and Paul Kite desires to
provide such services, on the terms and subject to the conditions set forth in
this Agreement; and


 


WHEREAS, the Board
of Trustees of KRG, general partner of the OP, has authorized the execution,
delivery and performance of this Agreement by the OP.


 


NOW, THEREFORE, in
consideration of the mutual covenants set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 

















 


1.                                      TERM;
TERMINATION


 


(a)                                  Term.  The term of
this Agreement shall commence effective as of the date of this Agreement (as
set forth in the introductory paragraph hereof) and shall expire on
December 31, 2007, unless earlier terminated in accordance with this
Section 1.


 


(b)                                 Automatic Termination. 
This Agreement shall terminate automatically upon the death of Paul
Kite.


 


(c)                                  Termination by the OP. 
The OP shall have the right, in its sole and absolute discretion, to
terminate this Agreement upon 60 days’ notice to Paul Kite.  If the OP terminates this Agreement pursuant
to this Section 1(c), the OP shall pay to Paul Kite, no later than the
effective date of such termination, an amount equal to the cash compensation
that would otherwise be payable to Paul Kite (and not previously paid) under
Section 3(a) of this Agreement through the end of the then-current term.


 


(d)                                 Termination as the Result of a Breach. 
Either party shall have the right to terminate this Agreement upon
written notice to the other party if the breaching party is in material breach
of its obligations with respect to this Agreement, and such breach is not
resolved to the satisfaction of the non-breaching party within 30 days after
receipt of notice of the breach from the non-breaching party.


 


(e)                                  Effects of Termination. 
Upon the termination of this Agreement as provided in this
Section 1, this Agreement shall forthwith become void and have no effect,
without any liability or obligation on the part of either party or any of their
respective representatives, except with respect to Sections 1(c) (in the
case of termination of this Agreement by the OP pursuant to Section 1(c)
hereof only), 1(e), 3(a), 3(b), 5, 6, 7(a), 7(c) and 7(f), which shall survive
any termination or expiration of this Agreement, and except to the extent that
such termination results from the willful and material breach by a party of
this Agreement. All other provisions of this Agreement shall survive
termination solely for the purpose of establishing the proper interpretation of
the surviving provisions hereof.


 


(f)                                    OP Approval. 
Notwithstanding anything to the contrary in this Agreement, any
determination by the OP to terminate this Agreement in accordance with this
Section 1 shall not be effective unless approved by a majority of the
“independent” members of the Board of Trustees of KRG (as defined in the KRG’s
Amended and Restated Bylaws), as general partner of the OP.


 


2.                                      CONSULTING
SERVICES


 


(a)                                  Consulting Services. 
During the term of this Agreement, Paul Kite agrees to serve as a
consultant to the OP by assisting the OP in identifying possible real estate
retail or commercial development, construction, acquisition and/or operation
projects that are consistent with the written guidelines regarding the type and
nature of development, construction, acquisition and/or operation projects to
be pursued by the REIT, as established from time to time by the REIT (the
“Guidelines”), and communicated to Paul Kite in writing by the OP


 


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Representative (as
defined below) (each, a “Project Proposal”). 
Paul Kite agrees to perform such consulting services on behalf of the OP
at all times using good business ethics and in a professional manner, it being
understood that Paul Kite’s services hereunder are not intended to be exclusive
or to constitute his full time business.


 


(b)                                 Written Notice of Project Proposal. 
During the term of this Agreement, Paul Kite shall notify the OP in
writing (each, a “Written Notification”) of any Project Proposal he identifies
and determines is potentially worthy of further pursuit, as soon as practicable
after making such determination, and provide such information and data in his
possession regarding each such Project Proposal as may be reasonably requested
by the OP.  Each Written Notification
shall be submitted to Thomas K. McGowan (with a copy to Daniel R. Sink, as
Chief Financial Officer of KRG), or such other person as may be designated in
writing by the OP to Paul Kite for such purpose (the “OP Representative”).


 


(c)                                  Evaluation of Project Proposal. 
Within 10 business days of receipt of a Written Notification (the
“Response Period”), the OP Representative shall notify Paul Kite in writing
whether the REIT intends to pursue the Project Proposal specified in such
Written Notification (a “Response Notice”); provided, however, that the OP has
the right to extend the Response Period prior to expiration of the initial 10
business-day period for up to an additional 10 business days upon written
notice to Paul Kite (and references to the Response Period herein shall be
deemed to include the corresponding additional period extended by the OP, if
any) to the extent necessary to permit the REIT to complete its analysis of the
Project Proposal specified in such Written Notification.  If the OP Representative delivers a Response
Notice prior to the expiration of the Response Period specifying that the OP
intends to pursue the Project Proposal specified in the Written Notification (a
“Positive Response Notice”), Paul Kite shall not be permitted to pursue such
Project Proposal (except as otherwise provided in Section 2(d)).  If
the OP Representative delivers a Response Notice specifying that the OP does
not intend to pursue the Project Proposal specified in the Written Notification
(a “Negative Response Notice”) or Paul Kite does not receive a Response Notice
prior to the expiration of the Response Period, the REIT shall be deemed to
have determined not to pursue the Project Proposal specified in such Written
Notification, and Paul Kite shall be permitted to pursue such Project Proposal
pursuant to Section 2(d) below. 
For purposes of this Agreement, a “business day” means the period from
9:00 am to 5:00 pm on any weekday that is not a banking holiday in
Indianapolis, Indiana.


 


(d)                                 Outside Activities. 
The OP acknowledges that, during the term of this Agreement, Paul Kite
intends to engage in certain real estate activities and other activities, and
have other business interests, outside the scope of the performance of his
consulting services pursuant to this Agreement (whether through an entity controlled
by him  or otherwise), any of which
may be competitive with the business of the REIT and its affiliates (except as
otherwise restricted by this Agreement, including the restrictions on the
pursuit of Project Proposals set forth in Section 2(c) hereof and the
second sentence of this Section 2(d)). 
The parties hereby acknowledge and agree that, during the term of this
Agreement, Paul Kite shall not directly or indirectly (whether individually or
as a principal, partner, member, director, trustee, officer, employee or
consultant of any other Person (as defined below)) pursue any Project Proposal
unless: (i) Paul Kite has submitted a Written Notification with respect to such
Project Proposal in accordance with Section 2(b) above and either (v) the
OP Representative has delivered a


 


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Negative Response
Notice, (w) the OP Representative has delivered a Positive Response Notice but
the OP fails to enter into a purchase contract or other similar agreement with
respect to such Project Proposal within 90 days after receipt of such Written
Notification (unless, prior to the expiration of such 90-day period, the OP
Representative notifies Paul Kite in writing that the REIT is continuing to
pursue such Project Proposal), (x) the OP Representative has delivered a
Positive Notice and the OP has entered into a purchase contract or other
similar agreement with respect to such Project Proposal, but such purchase
contract or other similar agreement would otherwise expire within 10 business
days and the REIT has determined not to pursue such Project Proposal (and the REIT shall notify Paul Kite on or
before such date of its determination not to pursue such Project Proposal and
offer Paul Kite the opportunity to assume all of the contractual rights and
obligations of the REIT under such purchase contract or similar agreement and
all related agreement(s) subject to reimbursement of the REIT of any earnest
money paid to date), (y) the OP Representative otherwise notifies Paul
Kite in writing that it has abandoned the Project Proposal and that Paul Kite
is permitted to pursue such Project Proposal pursuant to this
Section 2(d), or (z) Paul Kite does not receive any Response Notice prior
to the expiration of the Response Period, or (ii) the OP Representative has
previously established in writing to Paul Kite (expressly referencing this
provision) that such Project Proposal is not of a type the REIT intends to
pursue (and such writing has not otherwise been modified or revoked by the OP
Representative by written notice to Paul Kite).  Notwithstanding anything to the contrary herein, to the extent
Paul Kite is permitted to pursue real estate development, construction,
acquisition and/or operation projects pursuant to this Section 2(d), the
parties acknowledge and agree that (A) Paul Kite shall be prohibited from using
any resources of the REIT, including, without limitation, office space,
equipment or staff assistance with respect to any such projects and (B) neither
the REIT nor any of its affiliates shall have any right, by virtue of this
Agreement, to share or participate in such projects or Paul Kite’s other
activities or business interests outside the scope of the performance of his
consulting services pursuant to this Agreement as referenced in the first
sentence of this Section 2(d), or to the income or proceeds derived
therefrom.  For purposes of this
Agreement, “Person” means any individual, firm, corporation, partnership,
company, limited liability company, trust, joint venture, association or other
entity.


 


3.                                      COMPENSATION;
USE OF RESOURCES


 


(a)                                  Compensation for Services. 
During the term of this Agreement, Paul Kite shall receive cash
compensation in the form of a consulting fee of $150,000 per year, payable
monthly at the rate of $12,500 per month, on the first day of each month that
this Agreement is in effect (with the first such payment payable on the date of
this Agreement in the amount of $9,735.00, covering the period from the date of
this Agreement through the end of the month in which this Agreement is entered
into).


 


(b)                                 Reimbursement of Expenses. 
The OP shall reimburse Paul Kite for all necessary and reasonable
“out-of-pocket” business expenses incurred by Paul Kite in connection with the
performance of his duties and responsibilities under this Agreement, subject to
the travel and expense policies of the REIT established from time to time
(including any pre-approval policies established by the REIT), upon
presentation by Paul Kite to the OP Representative of an itemized accounting of
such expenses with reasonable supporting data.


 


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(c)                                  Use of Resources. 
During the term of this Agreement, the REIT shall provide Paul Kite with
reasonable office space at the OP’s headquarters in Indianapolis, Indiana,
equipment appropriate to his duties and responsibilities and staff assistance
as Paul Kite may reasonably request to carry out his duties and
responsibilities to the OP under this Agreement; provided, however, such request
shall be granted or denied by the OP Representative in his sole and absolute
discretion.


 


4.                                      INDEPENDENT
STATUS; NO AUTHORITY TO ACT AS AGENT


 


(a)                                  Independent Status. 
Paul Kite shall be acting hereunder as an independent consultant and not
as an employee of the REIT, and the terms and conditions of this Agreement
shall be interpreted and construed accordingly.  In no event shall this Agreement be construed as establishing a
partnership or joint venture or similar relationship between the parties
hereto.  Although the REIT may specify
the results it desires Paul Kite to achieve during the term of this Agreement
and may control and direct him in that regard, the REIT shall not exercise or
have the power to exercise such level of control over Paul Kite as would
indicate or establish that a relationship of employer and employee exists
between the REIT and Paul Kite.  Subject
to the terms of this Agreement, Paul Kite shall have full and complete control
over the manner and method of rendering the consulting services hereunder.  As an independent consultant, Paul Kite is
responsible for filing such tax returns and paying such self-employment taxes
as may be required by law or regulations. 
Paul Kite shall be liable for his own debts, obligations, acts and
omissions, including the payment of all self-employment, Social Security and
other taxes and benefits applicable to him. 
Except to the extent expressly set forth in this Agreement, Paul Kite
shall not be subject to any policies solely applicable to employees of the
REIT, and shall not be eligible for any employee benefit plan offered by the
REIT.  In the event that this
independent consultant relationship is determined by tax authorities to
constitute an employment relationship, Paul Kite hereby waives, for the period
prior to the date such determination becomes final, any and all claims to
coverage under any of the pension, profit-sharing, health, dental, welfare or
similar type plans of the REIT which are generally limited to the employees of
the REIT, unless otherwise agreed by the OP Representative in writing and
approved by a majority of the “independent” members of the Board of Trustees of
KRG (as defined in KRG’s Amended and Restated Bylaws), as general partner of
the OP.


 


(b)                                 No Authority to Act as Agent. 
Paul Kite shall not have any authority to act as an agent of the REIT,
except on authority specifically so delegated in a prior writing signed by a
majority of the “independent” members of the Board of Trustees of KRG (as
defined in KRG’s Amended and Restated Bylaws), as general partner of the OP,
and Paul Kite shall not represent to the contrary to any Person.  Under no circumstances shall Paul Kite have
or claim to have power of decision hereunder in any activity on behalf of the
REIT, nor shall Paul Kite have the power or authority hereunder to obligate,
bind or commit the REIT in any respect. 
Paul Kite shall not (i) have the authority to hire, terminate or
supervise personnel on behalf of the REIT or otherwise direct the work of any
employee of the REIT, (ii) make any management decisions on behalf of the REIT
or (iii) undertake to commit the REIT to any course of action in relation to
third Persons.  Paul Kite further agrees
that he shall not represent himself as an employee or principal of the REIT.


 


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5.                                      CONFIDENTIAL
INFORMATION; RETURN OF DOCUMENTS; NONSOLICITATION


 


(a)                                  Existing
Confidential Information. All information regarding the activities or
projects of the Predecessor Business (including confidential information of
others that came into the possession of the REIT) (including, but not limited
to, information regarding evaluations of or plans relating to targeted
geographic regions), learned by Paul Kite during his tenure with the
Predecessor Business shall be deemed the confidential and proprietary
information of the REIT (“Existing Confidential Information”).  Subject to the exceptions set forth below,
the Existing Confidential Information shall be used by Paul Kite solely in
connection with the performance of his duties and responsibilities hereunder
and shall be kept confidential by Paul Kite. 
The foregoing restrictions on disclosure and use shall not apply to any
portion of the Existing Confidential Information (i) that was or becomes
generally available to the public other than as a result of unauthorized
disclosure by Paul Kite, (ii) that is independently developed by or for Paul
Kite without reference to or use of the Existing Confidential Information,
(iii) that is disclosed pursuant to a requirement of law, a court or a
government agency, (iv) that is information which Paul Kite holds now as
personal knowledge apart from reference to any written documents.  Paul Kite hereby assigns to the OP all right,
title and interest to trade secrets, copyrights and other intellectual property
rights relating to the Predecessor Business developed by him alone or in
conjunction with others at any time while involved with the Predecessor
Business.


 


(b)                                 REIT
Confidential Information.  All
information regarding the REIT or its activities or projects provided to Paul
Kite by or on behalf of the REIT, or any of its employees or representatives,
in connection with the performance by Paul Kite of his duties and
responsibilities under this Agreement and all confidential information,
knowledge or data relating to the REIT or the REIT’s respective businesses and
investments (including confidential information of others that has come into
the possession of the REIT), learned by Paul Kite heretofore or hereafter directly
or indirectly from the REIT shall be deemed the confidential and proprietary
information of the REIT (“REIT Confidential Information”).  Subject to the exceptions set forth below,
the REIT Confidential Information shall be used by Paul Kite solely in connection
with the performance of his duties and responsibilities hereunder and shall be
kept confidential by Paul Kite.  The
foregoing restrictions on disclosure and use shall not apply to any portion of
the REIT Confidential Information (i) that was or becomes generally available
to the public other than as a result of unauthorized disclosure by Paul Kite,
(ii) that was or becomes available to Paul Kite on a nonconfidential basis from
a source other than the REIT without restriction and without breach of an
agreement with the REIT, (iii) that is independently developed by or for Paul
Kite without reference to or use of the REIT Confidential Information,
(iv) that is disclosed pursuant to a requirement of law, a court or a
government agency, (v) that is the subject of prior written approval of use or
disclosure thereof by the REIT or (vi) that specifically relates to any Project
Proposal that Paul Kite is permitted to pursue on his own pursuant to
Section 2(d) hereof.


 


(c)                                  Return
of Documents; Rights to Trade Secrets. 
All memoranda, notes, lists, records, property and any other tangible
product and documents (and all copies thereof) made, produced or compiled by
Paul Kite or made available to Paul Kite concerning the REIT,


 


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including any Project
Proposal, shall be the REIT’s property and shall be delivered to the REIT at
any time on request; provided, however, that Paul Kite may retain any documents
specifically relating to any Project Proposal that he is permitted to pursue on
his own pursuant to Section 2(d) hereof. 
Paul Kite hereby assigns to the OP all right, title and interest in and
to trade secrets, copyrights and other intellectual property rights relating to
the REIT’s business developed by him alone or in conjunction with others at any
time while retained as a consultant by the OP.


 


(d)                                 Nonsolicitation.  Notwithstanding anything to the contrary
herein, during the term of this Agreement and for period of one year after the
termination of this Agreement, except to the extent otherwise expressly
permitted in writing by the OP Representative, Paul Kite shall not (i) directly
or indirectly solicit, induce or encourage any employee to terminate his or her
employment with the REIT, and Paul Kite shall not initiate discussions with any
such individual for any such purpose or authorize or knowingly cooperate with
the taking of any such actions by any other Person, or (ii) hire (on behalf of
himself or any other Person) any employee who has voluntarily left the employment
of the REIT (or any predecessor) within one year of the termination of such
employee’s employment with the REIT.


 


6.                                      REPRESENTATIONS


 


Each party
represents and warrants to the other that such party has the capacity and power
to enter into this Agreement and to perform its obligations hereunder, that
such party has duly executed and delivered this Agreement and that this
Agreement constitutes a valid, binding and enforceable obligation of such
party.  Further, Paul Kite represents
and warrants to the OP that he is not subject to any other restraints of any
kind which would impair or encumber his ability to perform the duties and
obligations required of him hereunder.


 


7.                                      MISCELLANEOUS


 


(a)                                  Notices.  All notices,
requests, demands, and other communications hereunder shall be in writing and
shall be deemed to have been delivered (i) when physically received by
personal delivery (which shall include the confirmed receipt of a telecopied
facsimile transmission) as long as receipt occurs during a business day,
otherwise the next business day, (ii) three business days after being
deposited in the United States certified or registered mail, return receipt
requested, postage prepaid, or (iii) one business day after being
deposited with a nationally known commercial courier service providing next day
delivery service (such as Federal Express), to the following addresses:


 


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To the OP or the
OP Representative:


 


Kite Realty Group,
L.P.


c/o Kite Realty
Group Trust


30 S. Meridian
Street


Suite 1100


Indianapolis, IN
46204


Phone:
(317)-577-5600


Fax:
(317)-577-5605


Attention: Thomas
K. McGowan


 


with a copy (which
shall not constitute notice) to:


 


Daniel R. Sink


Chief Financial
Officer


c/o Kite Realty
Group Trust


30 S. Meridian
Street


Suite 1100


Indianapolis, IN
46204


Phone:
(317)-577-5600


Fax:
(317)-577-5605


 


To Paul Kite:


 


Paul W. Kite


 


 


Indianapolis, IN 


Phone: 


Fax: 


 


(b)                                 Assignment.  Neither this
Agreement nor any rights, interests or obligations hereunder shall be assigned
by any party hereto without the prior written consent of the other party (other
than, in the case of the OP, an assignment to a wholly owned direct or indirect
subsidiary of the OP); any purported assignment by either party in violation
hereof shall be null and void.  Subject
to the foregoing sentence, this Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.


 


(c)                                  Specific Performance. 
The parties agree that irreparable damage would occur if any provision
of this Agreement was not performed in accordance with its specific terms or
was otherwise breached.  It is
accordingly agreed that the parties shall be entitled to an injunction or injunctions
to prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof exclusively in any federal or state court located in the
State of Indiana (as to


 


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which the parties agree
to submit to jurisdiction for the purposes of such action), this being in
addition to any other remedy to which they are entitled at law or in equity.


 


(d)                                 Use of Trade Name. 
During the term of this Agreement, Paul Kite agrees that he will not retain
or use in connection with any outside business activities in which he is
involved (directly or indirectly) (i) any trade name, trademark or other
proprietary business designation used or owned in connection with the business
of the REIT or substantially similar to any such name, mark or designation used
or owned in connection with the REIT, or (ii) any trade name, trademark or
other proprietary business designation that contains the word “Kite” (with the
exception of his activities as a shareholder of the existing Kite, Inc.,
Indiana corporation and use of “Kite” that is immediately preceded by “Paul” or
“Paul W”; provided that, during and after the term of this Agreement, any use
by Paul Kite of any trade name, trademark or other proprietary business designation
that contains the word “Kite” shall not be misleading in any material respect
as to the extent to which Paul Kite or any of his business activities are
affiliated with the REIT).


 


(e)                                  Amendment.  This
Agreement may not be altered, modified or amended except by written instrument
signed by the parties hereto; provided that, in the case of the OP, any such
alteration, modification or amendment must be approved by a majority of the
“independent” members of the Board of Trustees of KRG (as defined in KRG’s
Amended and Restated Bylaws), as general partner of the OP.


 


(f)                                    Governing Law. 
This Agreement shall be governed by the laws of the State of Indiana
(regardless of the laws that might otherwise govern under applicable Indiana
conflict of laws principles) as to all matters, including but not limited to
matters of validity, construction, effect, performance and remedies.


 


(g)                                 Withholding. 
The OP shall be entitled to withhold from any payments or deemed
payments any amount of withholding required by law.  No other taxes, fees, impositions, duties or other charges or
offsets of any kind shall be deducted or withheld from amounts payable
hereunder, unless otherwise required by law.


 


(h)                                 Binding Effect. 
This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors, permitted assigns, heirs, executors
and legal representatives


 


(i)                                     Counterparts. 
This Agreement may be executed in the original or by telecopy in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


(j)                                     Interpretation. 
The article and section headings contained in this Agreement
are solely for the purpose of reference, are not part of the agreement of the
parties and shall not in any way affect the meaning or interpretation of this
Agreement.


 


(k)                                  Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or
law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the


 


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economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to either party.


 


(l)                                     Waiver.  Either party
may extend the time for performance of any of the obligations or acts of the
other party or waive compliance with any of the agreements or conditions
contained in this Agreement.  Any
agreement on the part of a party to any such extension or waiver shall be valid
only if set forth in an instrument in writing signed on behalf of such
party.  The failure of either party to
this Agreement to assert any of its rights under this Agreement or otherwise
shall not constitute a waiver of such rights.


 


(m)                               Entire Agreement. 
This Agreement embodies the entire agreement and understanding of the
parties hereto in respect of the subject matter hereof, and supersedes all
prior agreements and understandings between the parties with respect to the
transactions contemplated hereby.


 


[Remainder of page intentionally left blank.]


 


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IN WITNESS
WHEREOF, the parties have executed and delivered this Agreement on the day and
year first hereinabove written.


 


 


	
   

  	
  KITE REALTY GROUP, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KITE REALTY GROUP
  TRUST,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ JOHN A. KITE

  
	
   

  	
   

  	
  Name:

  	
  John A. Kite

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    /s/ PAUL W.
  KITE

  	
   

  
	
   

  	
     Paul
  W. Kite