AGREEMENT AND PLAN OF MERGER BY AND AMONG KITE REALTY GROUP TRUST, KRG OAK, LLC AND RETAIL PROPERTIES OF AMERICA, INC. DATED AS OF JULY 18, 2021Merger Agreement • July 19th, 2021 • Retail Properties of America, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 18, 2021 (this “Agreement”), is by and among Kite Realty Group Trust, a Maryland real estate investment trust that has elected to be treated as a real estate investment trust for federal income tax purposes (“Parent”), KRG Oak, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), and Retail Properties of America, Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for federal income tax purposes (“Company”). Each of Parent, Merger Sub and Company is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
