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, 2021Agreement and Plan of Merger • July 19th, 2021 • Kite Realty Group, L.P. • 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.
