0001408100-13-000007 Sample Contracts

AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
Employee Restricted Stock Award Agreement • March 12th, 2013 • Kennedy-Wilson Holdings, Inc. • Real estate

THIS AGREEMENT (this “Agreement”), is made effective as of [_________], 201[_] (the “Effective Date”), by and between Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Company”), and [_________] (the “Awardee”).

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AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN CONSULTANT RESTRICTED STOCK AWARD AGREEMENT
Consultant Restricted Stock Award Agreement • March 12th, 2013 • Kennedy-Wilson Holdings, Inc. • Real estate

THIS AGREEMENT (this “Agreement”), is made effective as of [_________], 201[_] (the “Effective Date”), by and between Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Company”), and [_________] (the “Awardee”).

FIRST AMENDMENT TO KENNEDY-WILSON HOLDINGS, INC. AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN [EMPLOYEE / CONSULTANT]1 RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 12th, 2013 • Kennedy-Wilson Holdings, Inc. • Real estate

This First Amendment (this “First Amendment”) to [Employee / Consultant] Restricted Stock Award Agreement is made as of [__________], 2013, by and between Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Company”), and [_________] (the “Awardee”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Award Agreement (as defined below).

FOURTEENTH SUPPLEMENTAL INDENTURE
Fourteenth Supplemental Indenture • March 12th, 2013 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

This Fourteenth Supplemental Indenture (this “Supplemental Indenture”), entered into as of February 14, 2013, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), KWF Manager X, LLC, a Delaware limited liability company (“KWF Manager X”), KWF Manager XI, LLC, a Delaware limited liability company (“KWF Manager XI”), KWF Manager XII, LLC, a Delaware limited liability company (“KWF Manager XII,” and, together with KWF Manager X and KWF Manager XI, the “Undersigned”) and Wilmington Trust, National Association, as trustee (the “Trustee”).

THIRTEENTH SUPPLEMENTAL INDENTURE
Thirteenth Supplemental Indenture • March 12th, 2013 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

This Thirteenth Supplemental Indenture (this “Supplemental Indenture”), entered into as of February 13, 2013, among Kennedy-Wilson, Inc., a Delaware corporation (the “Company”), KW Fund IV La Barranca, LLC (formerly KW HP 11, LLC), a Delaware limited liability company (“KWFIV”), the Subsidiary Guarantors (as defined in the Indenture referred to below) party hereto, Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Parent”), and Wilmington Trust, National Association, as trustee (the “Trustee”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Indenture referred to below.

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