KENNEDY-WILSON HOLDINGS, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENTKennedy-Wilson • November 16th, 2011 • Kennedy-Wilson Holdings, Inc. • Real estate • New York
Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Merrill Lynch and Deutsche Bank, provided that (1) Merrill Lynch and Deutsche Bank receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
