Exhibit
10.32


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made and entered into as of August 16,
2004 by and among Kite Realty Group Trust, a Maryland real estate investment
trust (the “Company”), Alvin E.  Kite,
Jr., John A. Kite, Paul W. Kite, Thomas K. McGowan, Daniel R. Sink, George
F. McMannis, IV, Mark Jenkins, C. Kenneth Kite, David Grieve and KMI Holdings,
LLC.


 


WHEREAS, the Company and
Kite Realty Group, L.P., a Delaware limited partnership, of which the Company
is the general partner (“Kite Realty”), are engaging in various related
transactions pursuant to which, among other things, (i) Kite Realty will
acquire interests in various entities that own or lease real estate properties
in which certain persons affiliated with the Company have interests, (ii) the
Company will acquire indirect interests in certain service companies currently
owned by persons affiliated with the Company, and (iii) the Company 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 Kite
Realty (the “Kite IPO,” and together with the other transactions described
above, the “Kite IPO Transactions”);


 


WHEREAS, as part of the
Kite IPO Transactions, Kite Realty entered into a Contribution Agreement dated
as of April 5, 2004 (the “April 5th Contribution Agreement”), with
Alvin E.  Kite, Jr., John A. Kite,
Paul W. Kite, Thomas K. McGowan, Daniel R. Sink, George F. McMannis, IV and
Mark Jenkins (collectively, the “MCA Contributors”), pursuant to which, among
other things, in connection with the closing of the Kite IPO, the MCA
Contributors will transfer their interests in certain entities that directly or
indirectly own or lease real estate properties to Kite Realty, Kite Realty will
assume certain obligations and Kite Realty will issue the number of Class A
units of limited partnership interest in Kite Realty (the “Units”) to the MCA
Contributors as set forth on Schedule A hereto;


 


WHEREAS, as part of the
Kite IPO Transactions, Kite Realty entered into a Contribution Agreement dated
as of April 1, 2004 with C. Kenneth Kite pursuant to which, among
other things, in connection with the closing of the Kite IPO, C. Kenneth
Kite will transfer his interests in Centre Associates, L.P. to Kite Realty,
Kite Realty will assume certain obligations and Kite Realty will issue the
number of Units to C. Kenneth Kite as set forth on Schedule A
hereto;


 


WHEREAS, as part of the
Kite IPO Transactions, Kite Realty entered into a Contribution Agreement dated
as of April 1, 2004 with David Grieve, pursuant to which, among other
things, in connection with the closing of the Kite IPO, David Grieve will
transfer his interests in ACV San Antonio, LLC to Kite Realty, Kite Realty will
assume certain obligations and Kite Realty will issue the number of Units to
David Grieve as set forth on Schedule A hereto;


 


WHEREAS, pursuant to the
terms of Section 8.6 and other related provisions of the Amended and
Restated  Agreement of Limited
Partnership of Kite Realty Group, L.P. (such agreement, as amended from time to
time, the “Partnership Agreement”), commencing one year after the date of
issuance, and subject to the various limitations contained in the


 
















 


Partnership Agreement and
other instruments being delivered in connection with the Kite IPO Transactions,
the MCA Contributors, C. Kenneth Kite and David Grieve (each a “Contributor”
and collectively, together with their respective successors and assigns
permitted under Section 7.3 hereof, the “Contributors”) will be entitled
to redeem their Units for cash, or at the option of Kite Realty, common shares
of beneficial interest, par value $0.01 per share, of the Company (“REIT Common
Shares”);


 


WHEREAS, as part of the
Kite IPO Transactions, the Company entered into a Merger Agreement dated as of
April 5, 2004 (the “KC Merger Agreement”), with Kite Construction, Inc.
(“Kite Construction”), and KRG Construction, LLC, an Indiana limited liability
company of which the Company is the sole member (“KC Merger Sub”), pursuant to
which, in connection with the closing of the Kite IPO, Kite Construction will
merge into KC Merger Sub, with KC Merger Sub being the surviving entity, and
the common stock of Kite Construction will be converted into REIT Common Shares
in accordance with the terms of the KC Merger Agreement;


 


WHEREAS, as part of the
Kite IPO Transactions, the Company entered into a Merger Agreement dated as of
April 5, 2004 (the “KD Merger Agreement”), with Kite Development
Corporation (“Kite Development”), and KRG Development, LLC, an Indiana limited
liability company of which the Company is the sole member (“KD Merger Sub”),
pursuant to which, in connection with the closing of the Kite IPO, Kite
Development will merge into KD Merger Sub, with KD Merger Sub being the
surviving entity, and the common stock of Kite Development will be converted
into REIT Common Shares in accordance with the terms of the KD Merger
Agreement;


 


WHEREAS, as part of the
Kite IPO Transactions, the Company entered into a Merger Agreement dated as of
April 5, 2004 (the “KMI Merger Agreement”; and together with the KC Merger
Agreement and the KD Merger Agreement, the “Service Company Merger
Agreements”), with KMI Realty Advisors, Inc. (“KMI”; and together with Kite
Construction and Kite Development, the “Service Companies”) and KRG Realty
Advisors, LLC, an Indiana limited liability company of which the Company is the
sole member (“KMI Merger Sub”), pursuant to which, in connection with the
closing of the Kite IPO, KMI will merge into KMI Merger Sub, with KMI Merger
Sub being the surviving entity, and the common stock of KMI will be converted
into REIT Common Shares in accordance with the terms of the KMI Merger
Agreement;


 


WHEREAS, pursuant to the
Service Company Merger Agreements, Alvin E. Kite, Jr., John A. Kite and Paul W.
Kite, the sole shareholders of Kite Construction and Kite Development, and KMI
Holdings, LLC, the sole shareholder of KMI (each a “Service Company
Shareholder” and collectively together with their respective successors and
assignees permitted under Section 7.3 hereof, the “Service Company
Shareholders”), will receive the number of REIT Common Shares in exchange for
their interests in the Service Companies (the “Service Company Exchange
Shares”) as set forth on Schedule A;


 


WHEREAS, pursuant to the
terms of the April 5th Contribution Agreement, the Company
entered into a Merger Agreement (the “Daytona Merger Agreement”) with Kite
Daytona Management, Inc. (“Kite Daytona”), and KRG Daytona Management, LLC, an
Indiana limited liability company of which the Company is the sole member
(“Daytona Merger Sub”), pursuant to which, in connection with the closing of
the Kite IPO, Kite


 


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Daytona will merge into
Daytona Merger Sub, with Daytona Merger Sub being the surviving entity, and the
common stock of Kite Daytona will be converted into REIT Common Shares in
accordance with the terms of the Daytona Merger Agreement;


 


WHEREAS, pursuant to the
terms of the April 5th Contribution Agreement, the Company
entered into a Merger Agreement (the “Washington Merger Agreement”) with Kite
Washington Management, Inc. (“Kite Washington”), and KRG Washington Management,
LLC, an Indiana limited liability company of which the Company is the sole
member (“Washington Merger Sub”), pursuant to which, in connection with the
closing of the Kite IPO, Kite Washington will merge into Washington Merger Sub,
with Washington Merger Sub being the surviving entity, and the common stock of
Kite Washington will be converted into REIT Common Shares in accordance with
the terms of the Washington Merger Agreement;


 


WHEREAS, pursuant to the
terms of the April 5th Contribution Agreement, the Company
entered into a Merger Agreement (the “Whitehall Merger Agreement”; and together
with the Daytona Merger Agreement and the Washington Merger Agreement, the
“Subsidiary Corporation Merger Agreements”) with Whitehall Pike, Inc.
(“Whitehall Pike”; and together with Kite Daytona and Kite Washington, the
“Subsidiary Corporations”), and KRG Whitehall Pike, LLC, an Indiana limited
liability company of which the Company is the sole member (“Whitehall Merger
Sub”), pursuant to which, in connection with the closing of the Kite IPO,
Whitehall Pike will merge into Whitehall Merger Sub, with Whitehall Merger Sub
being the surviving entity, and the common stock of Whitehall will be converted
into REIT Common Shares in accordance with the terms of the Whitehall Merger
Agreement;


 


WHEREAS, pursuant to the
Merger Agreements, Alvin E. Kite, Jr., John A. Kite, Paul W. Kite and Thomas K.
McGowan the sole shareholders of Kite Daytona, Kite Washington, and Whitehall
Pike (each a “Subsidiary Corporation Shareholder” and collectively together
with their respective successors and assignees permitted under Section 7.3
hereof, the “Subsidiary Corporation Shareholders”), will receive the number of
REIT Common Shares in exchange for their interests in the Subsidiary
Corporations (the “Subsidiary Corporation Exchange Shares”; and together with
the Service Company Exchange Shares, the “Exchange Shares”) as set forth on Schedule A;


 


WHEREAS, the Company has
agreed to grant to the Contributors the Redemption Share Registration Rights
(as defined in Section 1.1 hereof) and to grant to the Service Company
Shareholders and the Subsidiary Corporation Shareholders (collectively, the
“Shareholders”) the Exchange Share Registration Rights (as defined in
Section 1.2 hereof).


 


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


 


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SECTION 1.  REGISTRATION RIGHTS


 


1.1  Redemption Share Registration Rights.  Subject to the various terms and conditions
of the Partnership Agreement and the limitations upon the redemption of the
Units set forth in other instruments being delivered in connection with the
Kite IPO Transactions, if any Contributor receives REIT Common Shares upon
redemption of Units held by such Contributor (“Redemption Shares”), then,
unless the Redemption Shares are issued to the Contributor pursuant to an
Issuer Registration Statement as provided in Section 2 hereof, each
Contributor shall be entitled to offer the Redemption Shares for resale
pursuant to a shelf registration statement, subject to the terms and conditions
set forth in Section 3 hereof (the “Redemption Share Registration Rights”).


 


1.2  Exchange Share Registration Rights.  Subject to the limitations upon the ability
of the Shareholders to sell the Exchange Shares set forth in other instruments
being delivered in connection with the Kite IPO Transactions, each Shareholder
shall be entitled to offer the Exchange Shares for resale pursuant to a shelf
registration statement, subject to the terms and conditions set forth in
Section 3 hereof (the “Exchange Share Registration Rights”).


 


SECTION 2.  ISSUER REGISTRATION
STATEMENT


 


2.1  Registration Procedure.  Subject to the provisos set forth in the
following sentence, the Company shall use commercially reasonable efforts,
during the period beginning 15 days prior to the date the Contributors are
first permitted to redeem the Units pursuant to the Partnership Agreement and
ending 15 days thereafter, to cause to be filed with the Securities and
Exchange Commission (the “Commission”) a registration statement (an “Issuer
Registration Statement”) that complies as to form in all material respects with
applicable Commission rules providing for the registration of the Redemption
Shares to be issued to the Contributors. 
The Company shall use commercially reasonable efforts to cause the
Issuer Registration Statement to be declared effective by the Commission as
soon as practicable following the filing thereof; provided, that the Company shall be entitled to postpone the
filing, or the effectiveness, of the Issuer Registration Statement if
(i) the Company is actively pursuing an underwritten primary offering of
equity securities, or (ii) the negotiation or consummation of a
transaction by the Company or its subsidiaries is pending or an event has
occurred, which negotiation, consummation or event would require additional
disclosure by the Company in the Issuer Registration Statement of material
information which the Company has a bona fide
business purpose for keeping confidential and the non-disclosure of which in
the Issuer Registration Statement would be expected, in the Company’s
reasonable determination, to cause the Issuer Registration Statement to fail to
comply with applicable disclosure requirements (each such circumstance a
“Suspension Event”); provided, however, that the Company may not delay
the filing, or the effectiveness, of the Issuer Registration Statement for more
than 60 days.  The Company agrees to use
commercially reasonable efforts to keep such Issuer Registration Statement
continuously effective until such time as the Contributors no longer own any
Units.  Anything contained herein to the
contrary notwithstanding, in the event that the Redemption Shares are issued by
the Company to the Contributors pursuant to an Issuer Registration Statement,
the Company shall be deemed to have satisfied all of its registration
obligations under this Agreement in respect of such Redemption Shares.


 


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2.2  Obligations of the Company.  When the Redemption Shares are issued to the
Contributors pursuant to an Issuer Registration Statement as provided in
Section 2.1 of this Agreement, subject to the provisos set forth in the
second sentence of Section 2.1 hereof, the Company shall:


 


(a)  promptly notify the Contributors: (i) when
the Issuer Registration Statement, any pre-effective amendment or
post-effective amendment to the Issuer Registration Statement has been filed,
and, with respect to the Issuer Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of the issuance by the
Commission of any stop order suspending the effectiveness of the Issuer
Registration Statement or the initiation or threat of any proceedings for that
purpose, and (iii) of the receipt by the Company of any notification with
respect to the suspension of the qualification of any Redemption Shares for sale
under the securities or “blue sky” laws of any jurisdiction or the initiation
of any proceeding for such purpose;


 


(b)  promptly use commercially reasonable efforts
to prevent the issuance of any order suspending the effectiveness of the Issuer
Registration Statement, and, if any such order suspending the effectiveness of
the Issuer Registration Statement is issued, shall promptly use commercially
reasonable efforts to obtain the withdrawal of such order at the earliest
possible moment; and


 


(c)  use commercially reasonable efforts to cause
all such Redemption Shares to be listed on the national securities exchange on
which the REIT Common Shares are then listed, if the listing of Redemption
Shares is then permitted under the rules of such national securities exchange.


 


SECTION 3.  DEMAND REGISTRATION
RIGHTS


 


3.1  (a)  Redemption Share Registration Procedure.  Unless such Redemption Shares have been
included in the filing of an Issuer Registration Statement as provided in
Section 2 hereof, then, subject to Section 3.1(d) and
Section 3.2 hereof, each Contributor may deliver to the Company, at any
time after the last date on which an Issuer Registration Statement may be filed
as provided in Section 2 hereof, a written notice (a “Registration Notice”)
informing the Company of such Contributor’s desire to have the Redemption
Shares underlying such Contributor’s Units registered for resale; provided, however,
that if the Redemption Shares have been included in the Issuer Registration
Statement and the Issuer Registration Statement has not been declared effective
by the Commission within 90 days after the original filing date or the Company
is unable to keep such Issuer Registration Statement effective until such time
as the Contributors no longer own any Units, each Contributor shall be entitled
to exercise the rights provided under this Section 3.1 with respect to the
Redemption Shares owned by such Contributor. 
Upon receipt of the Registration Notice, if the Company has not already
caused the Redemption Shares to be included as part of an existing shelf
registration statement and related prospectus that the Company then has on file
with, and which has been declared effective by, the Commission and which
remains in effect and not subject to any stop order, injunction or other order
or requirement of the Commission (the “Shelf Registration Statement”) (in which
event the Company shall be deemed to have satisfied its registration obligation
under this Section 3 with respect to the Redemption Shares), then the Company
will cause to be filed with the Commission as soon as reasonably practicable
after receiving the Registration Notice, but in


 


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no event more than 60
days following receipt of such notice, a new registration statement and related
prospectus (the “New Registration Statement”) that complies as to form in all
material respects with applicable Commission rules providing for the resale by
such Contributor of the Redemption Shares owned by such Contributor, and agrees
(subject to Section 3.2 hereof) to use commercially reasonable efforts to
cause the New Registration Statement to be declared effective by the Commission
as soon as practicable.


 


  (b)  Exchange
Share Registration Procedure. 
Subject to Section 3.1(d) and Section 3.2 hereof, each
Shareholder may deliver to the Company, at any time after the date that is 270
days after the date of issuance of the Exchange Shares to the Shareholders, a
Registration Notice informing the Company of such Shareholder’s desire to have
the Exchange Shares registered for resale. Upon receipt of the Registration
Notice, if the Company has not already caused the Exchange Shares to be
included as part of an existing Shelf Registration Statement (in which event
the Company shall be deemed to have satisfied its registration obligation under
this Section 3 with respect to the Exchange Shares), then the Company will
cause to be filed with the Commission as soon as reasonably practicable after
receiving the Registration Notice, but in no event more than 60 days following
receipt of such notice, a New Registration Statement that complies as to form
in all material respects with applicable Commission rules providing for the
resale by such Shareholder of the Exchange Shares owned by such Shareholder,
and agrees (subject to Section 3.2 hereof) to use commercially reasonable
efforts to cause the New Registration Statement to be declared effective by the
Commission as soon as practicable. (As used in this Agreement, (i)
“Registration Statement” and “Prospectus” refer to a Shelf Registration
Statement and related prospectus (including any preliminary prospectus) or a
New Registration Statement and related prospectus (including any preliminary
prospectus), whichever is utilized by the Company to satisfy a Contributor’s or
Shareholder’s Redemption Share Registration Rights and/or Exchange Share
Registration Rights, as the case may be, pursuant to this Section 3,
including, in each case, any documents incorporated therein by reference, (ii)
“Registrable Securities” refer to the Redemption Shares and/or Exchange Shares
to which a Contributor or Shareholder, as the case may be, is entitled to
registration rights under this Section 3, and (iii) “Holders” refers to
the Contributors and/or the Shareholders, as the case may be,.)


 


Subject to
Section 3.2 hereof, the Company agrees to use commercially reasonable
efforts to keep the Registration Statement continuously effective (including
the preparation and filing of any amendments and supplements necessary for that
purpose) until the earlier of (i) the date on which all of the Registrable
Securities covered by such Registration Statement and held by the Holders
thereof are eligible for immediate sale pursuant to Rule 144(k) (or any
successor provision) or in a single transaction under Rule 144(e) (or any
successor provision) under the Securities Act of 1933, as amended (the
“Securities Act”), or (ii) the date on which the Holders consummate the sale of
all of the Registrable Securities. 
Notwithstanding the foregoing, the Company may at any time, in its sole
discretion and prior to receiving a Registration Notice from any Holder include
all of any Holder’s Registrable Securities or any portion thereof in any
Registration Statement (in which event the Company shall be deemed to have
satisfied its registration obligation under this Section 3.1, with respect
to the Registrable Securities so included, so long as such Registration
Statement remains effective and not the subject of any stop order, injunction
or other order of the Commission).


 


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(c)  Offers and Sales.  All offers and sales of Registrable
Securities covered by a Registration Statement by the Holder thereof shall be
completed within the period during which such Registration Statement remains
effective and not the subject of any stop order, injunction or other order of
the Commission.  Upon notice that such
Registration Statement is no longer effective no Holder will offer or sell the
Registrable Securities covered by such Registration Statement.  If directed in writing by the Company, each
Holder will return all undistributed copies of the related Prospectus in such
Holder’s possession upon the expiration of such period.


 


(d)  Limitations on Registration Rights.  For purposes of this Agreement, (i) each
Contributor shall be entitled to five exercises of the Redemption Share
Registration Rights under Section 3.1(a), and (ii) each Shareholder shall
be entitled to five exercises of the Exchange Share Registration Rights under
Sections 3.1(b).  Notwithstanding the
foregoing, if a Registration Statement has not been declared effective by the
Commission within 120 days after the original filing date or is suspended for
more than 60 days at any one time, the Holders shall not be deemed to have
exercised its Redemption Share Registration Rights and/or Exchange Share
Registration Rights under each of Section 3.1(a) and/or
Section 3.1(b), as the case may be. 
For purposes of this Agreement, (x) the right of any Contributor to
deliver a Registration Notice commences upon the first date the Contributor is
permitted to redeem the Units pursuant to the Partnership Agreement and other
instruments being delivered in connection with the Contribution Agreement and
(y) the right of any Shareholder to deliver a Registration Notice
commences on the date that is 270 days after the date of issuance of the
Exchange Shares to the Shareholders. 
Notwithstanding anything to the contrary, no Holder shall be entitled to
exercise the Redemption Share Registration Rights or the Exchange Share
Registration Rights (as applicable) if all of the Registrable Securities held
by such Holder (or issuable upon redemption of the Units held by such Holder)
are eligible for immediate sale pursuant to Rule 144(k) (or any successor
provision) or in a single transaction pursuant to Rule 144(e) (or any successor
provision) under the Securities Act.  The
Redemption Share Registration Rights and Exchange Share Registration Rights
granted pursuant to this Section 3 may not be exercised in connection with
any underwritten public offering by the REIT or by any Holder without the prior
written consent of the REIT.


 


3.2  Suspension of Offering.  Notwithstanding Section 3.1(a) and
Section 3.1(b) hereof, the Company shall be entitled to postpone the
filing of a Registration Statement, and from time to time to require Holders
not to sell under such Registration Statement or to suspend the effectiveness
thereof, upon the occurrence of a Suspension Event; provided,
however, that the Company may not
delay, suspend or withdraw such Registration Statement for more than 60 days at
any one time, or more than twice in any 12 month period.  Upon receipt of any written notice from the
Company (a) of the happening of any Suspension Event during the period a
Registration Statement is effective or (b) that as a result of a Suspension
Event a Registration Statement or related Prospectus contains any untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made (in the case of the Prospectus) not
misleading, each Holder agrees that (i) it will immediately discontinue
offers and sales of the Registrable Securities under such Registration
Statement until the Holder receives copies of a supplemental or amended
Prospectus (which the Company agrees to promptly prepare) that corrects the
misstatement(s) or omission(s) referred to above and receives notice that any
post-effective


 


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amendment has become
effective or unless otherwise notified by the Company that it may resume such
offers and sales, and (ii) it will maintain the confidentiality of any
information included in the written notice delivered by the Company unless
otherwise required by law or subpoena. 
If so directed by the Company, Holders will deliver to the Company all
copies of the Prospectus covering the Registrable Securities current at the
time of receipt of such notice.


 


3.3  Qualification.  The Company shall file such documents as
necessary to register or qualify the Registrable Securities to be covered by a
Registration Statement by the time such Registration Statement is declared
effective by the Commission under all applicable state securities or “blue sky”
laws of such jurisdictions as any Holder may reasonably request in writing, and
shall use commercially reasonable efforts to keep each such registration or
qualification effective during the period such Registration Statement is
required to be kept effective pursuant to this Agreement or during the period
offers or sales are being made by the Holders of Registrable Securities covered
by such Registration Statement after delivery of a Registration Notice to the
Company, whichever is shorter, and to do any and all other similar acts and
things which may be reasonably necessary or advisable to enable the Holders to
consummate the disposition of such Registrable Securities in each such jurisdiction;
provided, however, that the Company
shall not be required to (i) qualify generally to do business in any
jurisdiction or to register as a broker or dealer in such jurisdiction where it
would not otherwise be required to qualify but for this Agreement, (ii) take
any action that would cause it to become subject to any taxation in any
jurisdiction where it would not otherwise be subject to such taxation or
(iii) take any action that would subject it to the general service of
process in any jurisdiction where it is not then so subject.


 


3.4  Obligations of the Company.  When the Company is required to effect the
registration of Registrable Securities under the Securities Act pursuant to
Section 3.1 of this Agreement, subject to Section 3.2 hereof, the
Company shall:


 


(a)  prepare and file with the Commission such
amendments and supplements to the Registration Statement and the Prospectus
used in connection therewith as may be necessary (i) to keep such Registration
Statement effective and (ii) to comply with the provisions of the Securities
Act with respect to the disposition of the Registrable Securities covered by
such Registration Statement, in each case for such time as is contemplated in
Section 3.1(a) or Section 3.1(b) (as the case may be) above;


 


(b)  furnish, without charge, to the Holders such
number of copies of the Registration Statement, each amendment and supplement
thereto (in each case including all exhibits), and the Prospectus included in
such Registration Statement (including each preliminary Prospectus) in
conformity with the requirements of the Securities Act as the Holders may
reasonably request in order to facilitate the public sale or other disposition
of the Registrable Securities covered by such Registration Statement owned by
the Holders;


 


(c)  promptly notify the Holders: (i) when the
Registration Statement, any pre-effective amendment, the Prospectus or any
prospectus supplement related thereto or post-effective amendment to the
Registration Statement has been filed, and, with respect to the Registration
Statement or any post-effective amendment, when the same has become effective,
(ii) of the issuance by the Commission of any stop order suspending the


 


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effectiveness of the
Registration Statement or the initiation or threat of any proceedings for that
purpose, and (iii) of the receipt by the Company of any notification with
respect to the suspension of the qualification of any Registrable Securities
for sale under the securities or “blue sky” laws of any jurisdiction or the
initiation of any proceeding for such purpose;


 


(d)  promptly use commercially reasonable efforts
to prevent the issuance of any order suspending the effectiveness of a
Registration Statement, and, if any such order suspending the effectiveness of
a Registration Statement is issued, shall promptly use commercially reasonable
efforts to obtain the withdrawal of such order at the earliest possible moment;


 


(e)  if the Registrable Securities are of a class
of securities that is listed on a national securities exchange, file copies of
any Prospectus with such exchange in compliance with Rule 153 under the
Securities Act so that the Holders shall benefit from the prospectus delivery
procedures described therein;


 


(f)  following receipt of a Registration Notice
and thereafter until the sooner of completion, abandonment or termination of
the offering or sale contemplated thereby and the expiration of the period
during which the Company is required to maintain the effectiveness of the
related Registration Statement as set forth in Section 3.1(a) or
Section 3.1(b) (as the case may be) above, promptly notify the Holders:
(i) of the existence of any fact of which the Company is aware or the happening
of any event which has resulted in (A) the Registration Statement, as then in
effect, containing an untrue statement of a material fact or omitting to state
a material fact required to be stated therein or necessary to make any
statements therein not misleading or (B) the Prospectus included in such
Registration Statement containing an untrue statement of a material fact or
omitting to state a material fact required to be stated therein or necessary to
make any statements therein, in the light of the circumstances under which they
were made, not misleading, and (ii) of the Company’s reasonable determination
that a post-effective amendment to the Registration Statement would be
appropriate or that there exist circumstances not yet disclosed to the public
which make further sales under such Registration Statement inadvisable pending
such disclosure and post-effective amendment; and, if the notification relates
to any event described in either of the clauses (i) or (ii) of this
Section 3.4(f), subject to Section 3.2 above, at the request of the
Holders, the Company shall prepare and furnish to the Holders a reasonable
number of copies of a supplement or post-effective amendment to such
Registration Statement or related Prospectus or any document incorporated
therein by reference and file any other required document so that (1) such
Registration Statement shall not contain any 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 and (2) as thereafter
delivered to the purchasers of the Registrable Securities being sold
thereunder, such Prospectus shall not include 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, in the light of the circumstances
under which they were made, not misleading;


 


(g)  use commercially reasonable efforts to cause
all such Registrable Securities to be listed on the national securities
exchange on which the REIT Common Shares are then listed, if the listing of
Registrable Securities is then permitted under the rules of such national
securities exchange; and


 


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(h)  if requested by any Holder participating in
the offering of Registrable Securities, incorporate in a prospectus supplement
or post-effective amendment such information concerning the Holder or the
intended method of distribution as the Holder reasonably requests to be
included therein and is reasonably necessary to permit the sale of the
Registrable Securities pursuant to the Registration Statement, including,
without limitation, information with respect to the number of Registrable
Securities being sold, the purchase price being paid therefor and any other
material terms of the offering of the Registrable Securities to be sold in such
offering; provided, however, that the Company
shall not be obligated to include in any such prospectus supplement or
post-effective amendment any requested information that is not required by the
rules of the Commission and is unreasonable in scope compared with the
Company’s most recent prospectus or prospectus supplement used in connection
with a primary or secondary offering of equity securities by the Company.


 


3.5  Obligations of the Holder.  In connection with any Registration Statement
utilized by the Company to satisfy the Redemption Share Registration Rights
and/or Exchange Share Registration Rights pursuant to this Section 3, each
Holder agrees to cooperate with the Company in connection with the preparation
of the Registration Statement, and each Holder agrees that it will (i) respond
within 20 Business Days to any written request by the Company to provide or
verify information regarding the Holder or the Holder’s Registrable Securities
(including the proposed manner of sale) that may be required to be included in
such Registration Statement pursuant to the rules and regulations of the
Commission, and  (ii) provide in a timely
manner information regarding the proposed distribution by the Holder of the
Registrable Securities and such other information as may be reasonably
requested by the Company from time to time in connection with the preparation
of and for inclusion in the Registration Statement and related Prospectus. As
used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday,
Thursday or Friday other than a day on which banks and other financial
institutions are authorized or required to be closed for business in the State
of New York.


 


SECTION 4.  INDEMNIFICATION;
CONTRIBUTION


 


4.1  Indemnification by the Company.  The Company agrees to indemnify and hold
harmless each Holder and each person, if any, who controls any Holder within
the meaning of Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any of
their partners, members, officers, directors, employees or representatives, as
follows:


 


(i)                                     against any and
all loss, liability, claim, damage, judgment and expense whatsoever, as
incurred, arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any
amendment thereto) pursuant to which the Registrable Securities were registered
under the Securities Act, including all documents incorporated therein by
reference, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading or arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in any Prospectus (or any
amendment or supplement thereto), including all documents incorporated therein
by reference, or the omission or 


 


10
















 


alleged omission
therefrom of a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading;


 


(ii)                                  against any and all
loss, liability, claim, damage, judgment and expense whatsoever, as incurred,
to the extent of the aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, if such settlement is
effected with the written consent of the Company; and


 


(iii)                               against any and all
expense whatsoever, as incurred (including reasonable fees and disbursements of
counsel), reasonably incurred in investigating, preparing or defending against
any litigation, or investigation or proceeding by any governmental agency or
body, commenced or threatened, in each case whether or not a party, or any
claim whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such expense is
not paid under subparagraph (i) or (ii) above;


 


provided, however,
that the indemnity provided pursuant to this Section 4.1 does not apply to
any Holder with respect to any loss, liability, claim, damage, judgment or
expense to the extent arising out of (A) any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by such Holder expressly for
use in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto), or (B) any Holder’s failure to
deliver an amended or supplemental Prospectus furnished to the Holder by the
Company, if such loss, liability, claim, damage, judgment or expense would not
have arisen had such delivery occurred.


 


4.2  Indemnification by Holder.  Each Holder (and each permitted assignee of
such Holder, on a several basis) severally and not jointly agrees to indemnify
and hold harmless the Company, and each of its trustees and officers (including
each trustee and officer of the Company who signed a Registration Statement),
and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act,
as follows:


 


(i)                                     against any and
all loss, liability, claim, damage, judgment and expense whatsoever, as
incurred, arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any
amendment thereto) pursuant to which the Registrable Securities of such Holder
were registered under the Securities Act, including all documents incorporated
therein by reference, or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements
therein not misleading or arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus (or any
amendment or supplement thereto), including all documents incorporated therein
by reference, or the


 


11
















 


omission or alleged
omission therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading;


 


(ii)                                  against any and all
loss, liability, claim, damage, judgment and expense whatsoever, as incurred,
to the extent of the aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, if such settlement
is effected with the written consent of the Holder; and


 


(iii)                               against any and all
expense whatsoever, as incurred (including reasonable fees and disbursements of
counsel), reasonably incurred in investigating, preparing or defending against
any litigation, or investigation or proceeding by any governmental agency or
body, commenced or threatened, in each case whether or not a party, or any
claim whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, to the extent that any such expense is
not paid under subparagraph (i) or (ii) above;


 


provided, however,
that the indemnity provided pursuant to this Section 4.2 shall only apply
with respect to any loss, liability, claim, damage, judgment or expense to the
extent arising out of (A) any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with written
information furnished to the Company by such Holder expressly for use in the
Registration Statement (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto) or (B) any Holder’s failure to deliver an
amended or supplemental Prospectus furnished to the Holder by the Company, if
such loss, liability, claim, damage or expense would not have arisen had such
delivery occurred.  Notwithstanding the
provisions of this Section 4.2, a Holder and any permitted assignee shall
not be required to indemnify the Company, its officers, trustees or control
persons with respect to any amount in excess of the amount of the total
proceeds to the Holder or such permitted assignee, as the case may be, from
sales of the Registrable Securities of the Holder under the Registration
Statement that is the subject of the indemnification claim.


 


4.3  Conduct of Indemnification Proceedings.  An indemnified party hereunder shall give
reasonably prompt notice to the indemnifying party of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, but
failure to so notify the indemnifying party (i) shall not relieve it from
any liability which it may have under the indemnity agreement provided in
Section 4.1 or 4.2 above, unless and only to the extent it did not
otherwise learn of such action and the lack of notice by the indemnified party
results in the forfeiture by the indemnifying party of substantial rights and
defenses, and (ii) shall not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification
obligation provided under Section 4.1 or 4.2 above.  If the indemnifying party so elects within a
reasonable time after receipt of such notice, the indemnifying party may assume
the defense of such action or proceeding at such indemnifying party’s own
expense with counsel chosen by the indemnifying party and approved by the
indemnified party, which approval shall not be


 


12
















 


unreasonably withheld; provided, however, that the indemnifying party will not
settle, compromise or consent to the entry of any judgment with respect to any
such action or proceeding without the written consent of the indemnified party
unless such settlement, compromise or consent secures the unconditional release
of the indemnified party; and provided further,
that, if the indemnified party reasonably determines that a conflict of
interest exists where it is advisable for the indemnified party to be
represented by separate counsel or that, upon advice of counsel, there may be
legal defenses available to it which are different from or in addition to those
available to the indemnifying party, then the indemnifying party shall not be
entitled to assume such defense and the indemnified party shall be entitled to
separate counsel at the indemnifying party’s expense. If the indemnifying party
is not entitled to assume the defense of such action or proceeding as a result
of the second proviso to the preceding sentence, the indemnifying party’s
counsel shall be entitled to conduct the indemnifying party’s defense and
counsel for the indemnified party shall be entitled to conduct the defense of
the indemnified party, it being understood that both such counsel will
cooperate with each other, to the extent feasible in light of the conflict of
interest or different available legal defenses, to conduct the defense of such
action or proceeding as efficiently as possible. If the indemnifying party is
not so entitled to assume the defense of such action or does not assume such
defense, after having received the notice referred to in the first sentence of
this paragraph, the indemnifying party will pay the reasonable fees and
expenses of counsel for the indemnified party. In such event, however, the
indemnifying party will not be liable for any settlement effected without the
written consent of the indemnifying party. If an indemnifying party is entitled
to assume, and assumes, the defense of such action or proceeding in accordance
with this paragraph, the indemnifying party shall not be liable for any fees
and expenses of counsel for the indemnified party incurred thereafter in
connection with such action or proceeding.


 


4.4 (a) Contribution.  In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Sections 4.1 and 4.2 above is for any reason held to be unenforceable by the
indemnified party although applicable in accordance with its terms, the Company
and the relevant Holder shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by such indemnity
agreement incurred by the Company and the Holder, in such proportion as is
appropriate to reflect the relative fault of the Company, on the one hand and
the Holder, on the other hand, in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities, or expenses.  The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether the action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been made by, or relates to information supplied by, the
indemnifying party or the indemnified party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action.


 


(b) The parties hereto
agree that it would not be just or equitable if contribution pursuant to this
Section 4.4 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 4.4, a Holder
shall not be required to contribute any amount in excess of the amount of the
total proceeds to such Holder from sales of the Registrable Securities of such
Holder under the Registration Statement that is the subject of the
indemnification claim.


 


13
















 


(c) Notwithstanding the
foregoing, no person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 4.4, each person, if any, who controls a Holder
within the meaning of Section 15 of the Securities Act shall have the same
rights to contribution as the Holder, and each trustee of the Company, each officer
of the Company who signed a Registration Statement and each person, if any, who
controls the Company within the meaning of Section 15 of the Securities
Act shall have the same rights to contribution as the Company.


 


SECTION 5.  EXPENSES


 


The Company shall pay all
expenses incident to the performance by the Company of its registration
obligations under Sections 2 and 3 above, including (i) all stock
exchange, Commission and state securities registration, listing and filing
fees, (ii) all expenses incurred in connection with the preparation,
printing and distribution of any Issuer Registration Statement or Registration
Statement and Prospectus, (iii) fees and disbursements of counsel for the
Company and of the independent public accountants of the Company, and (iv)
reasonable fees and disbursements of counsel to the Holder in connection with
the Holder’s exercise of its rights hereunder. 
Each Holder shall be responsible for the payment of any brokerage and
sales commissions and any transfer taxes relating to the sale or disposition of
the Registrable Securities by such Holder pursuant to this Agreement.


 


SECTION 6.  RULE 144 COMPLIANCE


 


The Company covenants
that it will use its best efforts to timely file the reports required to be
filed by the Company under the Securities Act and the Exchange Act so as to
enable the Holders to sell the Registrable Securities pursuant to Rule 144
under the Securities Act. In connection with any sale, transfer or other
disposition by a Holder of any Registrable Securities pursuant to Rule 144
under the Securities Act, the Company shall cooperate with the Holder to
facilitate the timely preparation and delivery of certificates representing the
Registrable Securities to be sold and not bearing any Securities Act legend,
and enable certificates for such Registrable Securities to be for such number
of shares and registered in such names as such Holder may reasonably request at
least five Business Days prior to any sale of Registrable Securities hereunder.


 


SECTION 7.  MISCELLANEOUS


 


7.1  Integration; Amendment.  This Agreement constitutes the entire
agreement among the parties hereto with respect to the matters set forth herein
and supersedes and renders of no force and effect all prior oral or written
agreements, commitments and understandings among the parties with respect to
the matters set forth herein. Except as otherwise expressly provided in this
Agreement, no amendment, modification or discharge of this Agreement shall be
valid or binding unless set forth in writing and duly executed by each of the
parties hereto.


 


7.2  Waivers.  No waiver by a party hereto shall be
effective unless made in a written instrument duly executed by the party
against whom such waiver is sought to be


 


14
















 


enforced, and only to the
extent set forth in such instrument. Neither the waiver by any of the parties
hereto of a breach or a default under any of the provisions of this Agreement,
nor the failure of any of the parties, on one or more occasions, to enforce any
of the provisions of this Agreement or to exercise any right or privilege
hereunder shall thereafter be construed as a waiver of any subsequent breach or
default of a similar nature, or as a waiver of any such provisions, rights or
privileges hereunder.


 


7.3  Assignment; Successors and Assigns.  Any Contributor may assign its rights and
obligations under this Agreement without the prior written consent of the
Company in connection with a transfer of some or all of such Contributor’s REIT
Common Shares or Units in accordance with the terms of the Partnership
Agreement (including the Contributor’s partner schedule) if the transferee
agrees in writing to be bound by all of the provisions hereof and the
Contributor provides written notice to the Company within 10 days of the
effectiveness of such assignment.  Any
Shareholder may assign its rights and obligations under this Agreement without
the prior written consent of the Company in connection with the transfer of
some or all of such Shareholder’s REIT Common Shares if the transferee agrees
in writing to be bound by all of the provisions hereof and the Shareholder
provides written notice to the Company within 10 days of the effectiveness of
such assignment.  This Agreement
shall inure to the benefit of and be binding upon all of the parties hereto and
their respective heirs, executors, personal and legal representatives,
successors and permitted assigns, including, without limitation, any successor
of the Company by merger, acquisition, reorganization, recapitalization or
otherwise.


 


7.4  Notices.  All notices called for under this Agreement
shall be in writing and shall be deemed given upon receipt if delivered
personally or by facsimile transmission and followed promptly by mail, or
mailed by registered or certified mail (return receipt requested), postage
prepaid, or overnight delivery service, to the parties at the addresses set
forth opposite their signatures below, or to any other address or addressee as
any party entitled to receive notice under this Agreement shall designate, from
time to time, to others in the manner provided in this Section 7.4 for the
service of notices; provided, however,
that notices of a change of address shall be effective only upon receipt
thereof. Any notice delivered to the party hereto to whom it is addressed shall
be deemed to have been given and received on the day it was received; provided, however, that if such day is not a Business Day,
then the notice shall be deemed to have been given and received on the Business
Day next following such day and if any party rejects delivery of any notice
attempted to be given hereunder, delivery shall be deemed given on the date of
such rejection.  Any notice sent by
facsimile transmission shall be deemed to have been given and received on the
Business Day next following the transmission.


 


7.5  Specific Performance.  The parties hereto acknowledge that the
obligations undertaken by them hereunder are unique and that there would be no
adequate remedy at law if any party fails to perform any of its obligations
hereunder, and accordingly agree that each party, in addition to any other
remedy to which it may be entitled at law or in equity, shall be entitled to
(i) compel specific performance of the obligations, covenants and agreements
of any other party under this Agreement in accordance with the terms and
conditions of this Agreement and (ii) obtain preliminary injunctive relief
to secure specific performance and to prevent a breach or contemplated breach
of this Agreement in any court of the United States or any State thereof having
jurisdiction.


 


15
















 


7.6  Governing Law.  This Agreement, the rights and obligations of
the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the State of Maryland,
but not including the choice of law rules thereof.


 


7.7  Headings.  Section and subsection headings
contained in this Agreement are inserted for convenience of reference only,
shall not be deemed to be a part of this Agreement for any purpose, and shall
not in any way define or affect the meaning, construction or scope of any of
the provisions hereof.


 


7.8  Pronouns.  All pronouns and any variations thereof shall
be deemed to refer to the masculine, feminine, neuter, singular or plural, as
the identity of the person or entity may require.


 


7.9  Execution in Counterparts.  To facilitate execution, this Agreement may
be executed and delivered in as many counterparts as may be required. It shall
not be necessary that the signature of or on behalf of each party appears on
each counterpart, but it shall be sufficient that the signature of or on behalf
of each party appears on one or more of the counterparts. All counterparts shall
collectively constitute a single agreement. It shall not be necessary in any
proof of this Agreement to produce or account for more than a number of
counterparts containing the respective signatures of or on behalf of all of the
parties.


 


7.10  Severability.  If fulfillment of any provision of this
Agreement, at the time such fulfillment shall be due, shall transcend the limit
of validity prescribed by law, then the obligation to be fulfilled shall be
reduced to the limit of such validity; and if any clause or provision contained
in this Agreement operates or would operate to invalidate this Agreement, in
whole or in part, then such clause or provision only shall be held ineffective,
as though not herein contained, and the remainder of this Agreement shall remain
operative and in full force and effect.


 


[Signatures on
following page]


 


16
















 


IN WITNESS WHEREOF, each
of the undersigned has caused this Agreement to be duly executed and delivered
in its name and on its behalf as of the date first written above.


 


 


	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Kite Realty Group Trust

  	
  KITE REALTY GROUP TRUST

  
	
  30 S. Meridian Street

  	
   

  
	
  Suite 1100

  	
  By:

  	
  /s/ THOMAS K. MCGOWAN

  
	
  Indianapolis, Indiana
  46204

  	
  Name: Thomas K. McGowan

  
	
  Fax No.: (317) 577-5605

  	
  Title: Executive Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Alvin E. Kite, Jr.

  	
   

  
	
  30 S. Meridian Street

  	
   

  
	
  Suite 1100

  	
  /s/ ALVIN E. KITE JR.

  	
   

  
	
  Indianapolis, Indiana
  46204

  	
  Alvin E. Kite, Jr.

  
	
  Fax No.: (317) 577-5605

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  John A. Kite

  	
   

  
	
  30 S. Meridian Street

  	
   

  
	
  Suite 1100

  	
  /s/ JOHN A. KITE

  	
   

  
	
  Indianapolis, Indiana
  46204

  	
  John A. Kite

  
	
  Fax No.: (317) 577-5605

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Paul W. Kite

  	
   

  
	
  30 S. Meridian Street

  	
   

  
	
  Suite 1100

  	
    /s/ PAUL W.
  KITE

  	
   

  
	
  Indianapolis, Indiana 46204

  	
  Paul W. Kite

  
	
  Fax No.: (317) 577-5605

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Thomas K. McGowan

  	
   

  
	
  30 S. Meridian Street

  	
   

  
	
  Suite 1100

  	
    /s/ THOMAS
  K. MCGOWAN

  	
   

  
	
  Indianapolis, Indiana 46204

  	
  Thomas K. McGowan

  
	
  Fax No.: (317) 577-5605

  	
   

  
				



 


17
















 


	
  Daniel R. Sink

  	
   

  
	
  30 S. Meridian Street

  	
   

  
	
  Suite 1100

  	
    /s/ DANIEL
  R. SINK

  	
   

  
	
  Indianapolis, Indiana
  46204

  	
  Daniel R. Sink

  
	
  Fax No.: (317) 577-5605

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  George F. McMannis, IV

  	
   

  
	
  30 S. Meridian Street

  	
   

  
	
  Suite 1100

  	
    /s/ GEORGE
  F. McMANNIS, IV

  	
   

  
	
  Indianapolis, Indiana
  46204

  	
  George F. McMannis, IV

  
	
  Fax No.: (317) 577-5605

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Mark Jenkins

  	
   

  
	
  30 S. Meridian Street

  	
   

  
	
  Suite 1100

  	
    /s/ MARK
  JENKINS

  	
   

  
	
  Indianapolis, Indiana
  46204

  	
  Mark Jenkins

  
	
  Fax No.: (317) 577-5605

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  C. Kenneth Kite

  	
   

  
	
  c/o Martin Shrader

  	
   

  
	
  500 East Ohio Street

  	
   

  
	
  Suite 100

  	
    /s/ C. KENNETH
  KITE, By Martin V. Shrader, his Attorney In Fact

  
	
  Indianapolis, Indiana 46204

  	
  C. Kenneth Kite

  
	
  Fax No.: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  David Grieve

  	
   

  
	
  465 First Street West

  	
   

  
	
  Second Floor

  	
    /s/ DAVID
  GRIEVE

  	
   

  
	
  Sonoma, California 95476

  	
  David Grieve

  
	
  Fax No.: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  KMI Holdings, LLC

  	
   

  
	
  c/o Alvin E. Kite, Jr.

  	
  KMI Holdings, LLC

  
	
  30 S. Meridian Street

  	
   

  
	
  Suite 1100

  	
  By:

  	
  /s/ ALVIN E. KITE, JR.

  	
   

  
	
  Indianapolis, Indiana
  46204

  	
  Name: Alvin E. Kite,
  Jr.

  
	
  Fax No.: (317) 577-5605

  	
  Title:

  	
   

  	
   

  
									



 


18
















 


EXHIBITS TO THE
REGISTRATION RIGHTS AGREEMENT*


 


 


	
  Schedule A

  	
  Number
  of Units and REIT Common Shares

  



 


 










*                 The registrant
agrees to furnish, supplementally, a copy of omitted Schedule A upon
request.