0001193125-10-126218 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 21st, 2010 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 21, 2010, is entered into by and between Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Company”), and Fairfax Holdings Limited, a corporation organized under the laws of Canada (the “Investor”).

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6.0% CONVERTIBLE SERIES A PREFERRED STOCK PURCHASE AGREEMENT dated as of May 18, 2010 between Kennedy-Wilson Holdings, Inc. and Fairfax Financial Holdings Limited
Preferred Stock Purchase Agreement • May 21st, 2010 • Kennedy-Wilson Holdings, Inc. • Real estate • New York

THIS 6.0% CONVERTIBLE SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 18, 2010, is entered into by and between Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Company”), and Fairfax Financial Holdings Limited, a corporation organized under the laws of Canada (the “Purchaser”) (the Company and the Purchaser being sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”), with reference to the following:

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