32,000,000 Shares KITE REALTY GROUP TRUST Common Shares of Beneficial Interest UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2013 • Kite Realty Group Trust • Real estate investment trusts • New York
Kite Realty Group Trust, a Maryland real estate investment trust (the “Company”), and Kite Realty Group, L.P., a Delaware limited partnership, the sole general partner of which is the Company (the “Operating Partnership”), each wishes to confirm as follows its agreement with the Underwriters named in Schedule 1 hereto (the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 9 of this Agreement) for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, KeyBanc Capital Markets Inc., Barclays Capital Inc. and Wells Fargo Securities, LLC are acting as the representatives (the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly (the “Offering”), of an aggregate of 32,000,000 shares (the “Firm Shares”) of the Company’s common shares of beneficial interest, par value $0.01 per share (the “Common Shares”). In addition, the Company proposes to grant to the U
