EXHIBIT 4.2


 


SHARE REPURCHASE
PROGRAM


 


The Board of Directors (the “Board”)
of Inland Diversified Real Estate Trust, Inc., a Maryland corporation (the
“Company”), has adopted this Share Repurchase Program (this “Repurchase
Program”) to permit and authorize the Company to repurchase shares of its
common stock, par value $0.001 per share (the “Shares”), from its stockholders,
in all cases subject to the terms, conditions and limitations set forth herein.  The terms on which the Company may repurchase
Shares may differ between repurchases upon the death of a stockholder (“Exceptional
Repurchases”) and all other repurchases (“Ordinary Repurchases”).  The effective date of this Repurchase Program
is [                        ],
2009.


 


1.             Repurchase Price.


 


(a)           In the case of Ordinary Repurchases, the Company is
authorized to repurchase Shares from its stockholders at the following prices
per Share:


 


(i)            if the Shares are beneficially owned by the
requesting stockholder continuously for at least one (1) year, but less
than five (5) years, the repurchase price shall be equal to $9.00 per
Share; or


 


(ii)           if the Shares are beneficially owned by the
requesting stockholder continuously for at least five (5) years, the
repurchase price shall be equal to $9.50 per Share.


 


(b)           In the case of Exceptional Repurchases, the Company
is authorized to repurchase Shares at the following prices per Share:


 


(i)            if the Shares were beneficially owned by the deceased
stockholder continuously for less than five (5) years, the repurchase price
shall be equal to $9.00 per Share; or


 


(ii)           if the Shares are beneficially owned by the deceased
stockholder continuously for at least five (5) years, the repurchase price
shall be equal to $9.50 per Share.


 


(c)           Notwithstanding Sections 1(a) and 1(b) above,
during periods when the Company is engaged in a public offering of its Shares,
the repurchase price per Share under this Repurchase Program shall be less than
the per share price of the Shares offered in the public offering.  In the event that the Board or the Company’s
business manager makes a future determination regarding the estimated value of
the Shares, the Board, in its sole discretion, may change the per Share repurchase
prices set forth in Sections 1(a) and 1(b) above.  The Company shall report any new repurchase
prices in the annual report and the three quarterly reports that it publicly
files with the Securities and Exchange Commission.


 

















 


2.             Terms for Ordinary
Repurchases.


 


(a)           General. The Company may repurchase
Shares, including fractional Shares, that have been beneficially owned by a
stockholder of the Company continuously for at least one (1) year (the “Holding
Period”).  A stockholder may elect to
participate in the Repurchase Program with respect to all or a designated
portion of that stockholder’s Shares.  In
the event that a stockholder is requesting the repurchase of all of his, her or
its Shares, the Company may waive the Holding Period for Shares purchased under
the Company’s Distribution Reinvestment Plan, as may be amended from time to
time (the “DRP”).


 


(b)           Funding.  In the case of Ordinary Repurchases, the Company
is authorized, for the purpose of repurchasing Shares under this Repurchase
Program in a particular calendar month, to use solely the proceeds from the DRP
during that particular month (the “Ordinary Funds”).  Notwithstanding anything to the contrary
herein, if, during any calendar month, the aggregate amount of Ordinary Funds exceeds
the aggregate amount needed to repurchase all Shares for which Ordinary
Repurchase Requests have been received by the Company, the Company may, but
shall not be obligated to, carry over the excess amount of Ordinary Funds to a subsequent
calendar month(s) for use in addition to the amount of Ordinary Funds
otherwise available for Ordinary Repurchases during that subsequent calendar month(s).


 


(c)           Repurchase Limitations.  Notwithstanding anything to the contrary
herein, and excluding any Shares repurchased as Exceptional Repurchases, the
Company may not at any time repurchase a number of Shares that exceeds three
percent (3.0%) of the number of Shares outstanding on December 31 of the
last calendar year (the “3% Limit”). 
Further, in any given calendar month, funds used for the purpose of
Ordinary Repurchases may not exceed the Ordinary Funds, including any excess
amount carried over pursuant to Section 2(b) above (the “Funding
Limit” and, together with the 3% Limit, the “Repurchase Limitations”).


 


(d)           Pro Rata Repurchase.  The Company cannot guarantee that it will be
able to repurchase all Shares for which Ordinary Repurchase requests are
received.  In any calendar month, if the
Company determines not to repurchase all Shares presented for repurchase during
that month, including as a result of the Company having satisfied the
Repurchase Limitations, the Company shall, to the extent it decides to make
Ordinary Repurchases, repurchase Shares on a pro
rata basis up to, but not in excess of, the Repurchase Limitations.  Any stockholder whose Ordinary Repurchase
request has been partially accepted by the Company in a particular calendar
month shall have the remainder of his, her or its request included with all new
Ordinary Repurchase requests received by the Company in the immediately
following calendar month.  In the event a
stockholder wishes to withdraw his, her or its repurchase request in the
following calendar month, he, she or it may provide the Company with a written
request of withdrawal pursuant to Section 4(c).


 


2

















 


3.             Terms for Exceptional
Repurchases.


 


(a)           General. The Company may repurchase
Shares, including fractional Shares, upon the death of a stockholder who is a
natural person, including Shares held by the stockholder through a revocable
grantor trust, or an IRA or other retirement or profit-sharing plan, after
receiving a written request pursuant to Section 4(a) from (i) the
estate of the stockholder, (ii) the recipient of the Shares through
bequest or inheritance, even where the recipient has registered the Shares in
his or her own name or (iii) in the case of a revocable grantor trust, the
trustee of the trust, having the sole ability to request repurchase on behalf
of the trust.  The Company must, however,
receive the written request within one year after the death of the stockholder.  Any request not received within the one-year
period will not be eligible to be treated as an Exceptional Repurchase, but
instead will be treated as an Ordinary Repurchase.  If spouses are joint registered holders of
Shares, the request to repurchase the Shares may be made if either of the
registered holders dies.  If the
stockholder is not a natural person, such as a trust (other than a revocable
grantor trust), partnership, corporation or other similar entity, the right to
an Exceptional Repurchase upon death does not apply.


 


(b)           Funding.  In the case of Exceptional Repurchases, the
Company is authorized, for the purpose of repurchasing Shares under this
Repurchase Program, to use any funds that the Board in its sole discretion may
designate for this purpose.


 


(c)           No Repurchase Limitations.  The 3% Limit will not apply to Exceptional
Repurchases.


 


4.             General Terms of Repurchase.


 


(a)           Repurchase Requests.  A stockholder, or, in the case of Exceptional
Repurchases, his or her estate, heir or beneficiary, may request that the
Company repurchase the stockholder’s Shares by submitting a repurchase request,
in the form provided by the Company, to the Company’s transfer agent, DST
Systems, Inc. (“DST”), at the address provided on the form.  The repurchase request must state the name of
the person/entity who beneficially owns the Shares and the number of Shares requested
to be repurchased.  To be effective in a
particular calendar month, DST must receive a repurchase request at least five business
days prior to the Repurchase Date (as defined herein)..  No written repurchase request shall be given
preference over any other repurchase request.


 


(b)           No Encumbrances.  All Shares requested to be repurchased under
this Repurchase Program must be (i) beneficially owned by the stockholder(s) of
record making the presentment, or the party presenting the Shares must be
authorized to do so by the owner(s) of record of the Shares, and (ii) fully
transferable and not be subject to any liens or other encumbrances.  In certain cases, the Company may ask the
requesting stockholder, or, in the case of Exceptional Repurchases, his or her
estate, heir or beneficiary, to provide evidence satisfactory to the Company,
in its sole discretion, that the Shares requested for repurchase are free from
liens and other encumbrances.  If the Company
determines that a lien or other encumbrance exists against the Shares, the 


 


3

















 


Company shall have no obligation to repurchase, and shall not repurchase,
any of the Shares subject to the lien or other encumbrance.


 


(c)           Time of Repurchase.  The Company shall make repurchases of Shares
under this Repurchase Program on or about the last business day of each
calendar month or any other business day that may be established by the Board
(the “Repurchase Date”).  As soon as
reasonably practicable following the date of each monthly repurchase hereunder,
the Company shall send to the applicable stockholder, or, in the case of
Exceptional Repurchases, his or her estate, heir or beneficiary, all cash
proceeds resulting from the repurchase of his or her Shares.


 


(d)           Withdrawal of Repurchase Request.  In the event a stockholder, or, in the case
of Exceptional Repurchases, his or her estate, heir or beneficiary, wishes to
withdraw his, her or its repurchase request to have Shares repurchased under
this Repurchase Program, he, she or it shall provide the Company with a written
request of withdrawal.  The Company will
not repurchase Shares so long as the Company receives the written request of
withdrawal at least five business days prior to the Repurchase Date.


 


(e)           Ineffective Withdrawal.  In the event the Company receives a written
notice of withdrawal, as described in Section 4(d), from a
stockholder, or, in the case of Exceptional Repurchases, his or her estate,
heir or beneficiary, less than five business days prior to the Repurchase Date,
the notice of withdrawal shall not be effective with respect to the Shares
repurchased, but shall be effective with respect to any of the Shares not
repurchased.  The Company shall provide
the stockholder, or, in the case of Exceptional Repurchases, his or her estate,
heir or beneficiary, with prompt written notice of the ineffectiveness or
partial ineffectiveness of the written notice of withdrawal.


 


5.             Treatment
of Repurchased Shares.  All
Shares repurchased by the Company pursuant to this Repurchase Program shall be
cancelled and shall have the status of authorized but unissued shares.  The Company shall not reissue any Shares
repurchased by it pursuant to this Repurchase Program unless those Shares are
first registered with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and under appropriate state securities laws
or otherwise issued in compliance with these laws.


 


6.             Termination of Repurchase
Program.  This Repurchase Program shall be
suspended or terminated, as the case may be, and the Company shall not accept
Shares for repurchase upon the occurrence of any of the following:


 


(a)           This Repurchase Program shall immediately terminate,
without further action by the Board or any notice to the Company’s stockholders,
in the event the Shares are listed on any national securities exchange.


 


(b)           This Repurchase Program may be suspended (in whole
or in part) or terminated at any time by the Board, in its sole discretion,
without prior notice to the Company’s stockholders.


 


4

















 


7.             Amendment; Rejection of
Requests.  Notwithstanding
anything to the contrary herein, this Repurchase Program may be amended, in
whole or in part, by the Board, in its sole discretion, at any time or from
time to time, without prior notice to the Company’s stockholders.  Further, the Board reserves the right in its
sole discretion at any time and from time to time to reject any requests for
repurchases.


 


8.             Miscellaneous.


 


(a)           Liability.  Subject to the limitations contained in the
Company’s articles of incorporation, as amended, neither the Company nor the
Repurchase Agent (as defined below) shall have any liability to any stockholder
for the value of the Shares presented for repurchase, the repurchase price of
the Shares or for any damages resulting from the presentation of Shares for
repurchase or the repurchase of Shares under this Repurchase Program or from the
Company’s determination not to repurchase Shares under the Repurchase
Program, except as a result of the Company’s or the Repurchase Agent’s
negligence, misconduct or violation of applicable law; provided, however,
that nothing contained herein shall constitute a waiver or limitation of any
rights or claims that a stockholder may have under federal or state securities
laws.


 


(b)           Taxes.  Stockholders shall have sole responsibility
and liability for the payment of all taxes, assessments and other applicable
obligations resulting from the repurchase of Shares pursuant to this Repurchase
Program and neither the Company nor the Repurchase Agent shall have any such
responsibility or liability.


 


(c)           Repurchase Agent.  The Company may appoint a repurchase agent as
the Company’s agent under this Repurchase Program (a “Repurchase
Agent”), to effect all repurchases of Shares and to disburse funds in
accordance with the terms, conditions and limitations set forth herein.


 


(d)           Administration and Costs.  The Repurchase Agent shall perform all
recordkeeping and other administrative functions involved in operating and
maintaining the Repurchase Program.  The Company shall bear all costs involved in
organizing, administering and maintaining the Repurchase Program.  No fees will be paid to the Company’s
sponsor, its business manager, its directors or any of their affiliates in
connection with the repurchase of shares by the Company pursuant to this Repurchase
Program.


 


5