EX-10.1 CONTRIBUTION AGREEMENT

transfer to the Operating Partnership, at the Closing Time (as defined below), all of Holdco’s right, title and interest in and to the LLC Interests.

1.2           Acquisition Consideration .  (a) The consideration to be paid in exchange for the LLC Interests (the “Acquisition Consideration”) shall be equal to $3,132,818 (the “Equity Consideration”) plus an amount equal to the existing indebtedness described in Exhibit A hereto (the “Existing Indebtedness”), a portion of which will be assumed and the remainder of which shall be repaid in accordance with Section 6.3 hereof.  Subject to the terms and conditions hereof, at the Closing, the Operating Partnership agrees to assume and thereafter pay, honor, discharge and perform, in accordance with their respective terms, the assumed liabilities relating to Brentwood and the Property as listed on Exhibit A hereto (the “Assumed Liabilities”).

(b)           The Acquisition Consideration shall be payable at the Closing Time by the Operating Partnership in the following manner: Holdco shall receive a number of Class A units of limited partnership interest in the Operating Partnership (“Units”) equal to (x) the Equity Consideration divided by (y) the Market Value (as defined below) of the common shares of beneficial interest, $0.01 par value per share, of the REIT (the “Common Shares”).  The number of Units shall be rounded to the nearest whole number of Units to avoid the issuance of fractional Units.  The rights of holders of the Units as of the Closing will be set forth in the Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P., as amended and/or restated from time to time (the “Partnership Agreement”).

1.3           Distribution of Units .  At the Closing, the Operating Partnership shall issue the Units to Holdco (as determined pursuant to Section 1.2 hereof), in a transaction intended to qualify for nonrecognition of gain to Holdco pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”).  The name of Holdco and the number of Units issued thereto at the Closing shall be recorded in the books and records of the Operating Partnership.

1.4           Market Value of the Common Shares . The “Market Value” of the Common Shares shall mean the average closing price of the Common Shares for the 10 consecutive trading days immediately preceding (but not including) the Closing Date.

1.5           Admission as a Limited Partner .  Upon execution and delivery of the Limited Partner Acceptance to the Partnership Agreement, attached hereto as Exhibit B (the “Limited Partner Acceptance”), by Holdco, and subject to the completion of the Closing, Holdco shall be admitted to the Operating Partnership as a limited partner of the Operating Partnership and, as such, shall be subject to, and bound by, the Partnership Agreement, including all the terms and conditions thereof, and the power of attorney granted therein.

ARTICLE II:  REPRESENTATIONS, AND WARRANTIES OF THE PRINCIPALS AND HOLDCO

As a material inducement to the Operating Partnership to enter into this Agreement, each Principal (as to itself and to Holdco) and Holdco, represents and warrants to the Operating Partnership that, as of the date hereof:

2.1           Title to LLC Interests . (a) Holdco owns, beneficially and of record, free and clear of any claim, lien (including tax liens), option, charge, security interest, mortgage, deed of trust, encumbrance, rights of assignment, purchase rights or other rights of any nature whatsoever of any third party (collectively, “Encumbrances”) the LLC Interests, (b) Holdco has full power and authority to convey free and clear of any Encumbrances, the LLC Interests, and (c) upon delivery of an assignment by Holdco conveying its portion of the LLC Interests and payment therefor by the Operating Partnership, the

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Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, in each case, except (i) Encumbrances created in favor of the Operating Partnership, (ii) Encumbrances that are extinguished at or prior to Closing, and (iii) Encumbrances listed on Exhibit A hereto (collectively, the “Permitted Encumbrances”).

2.2           Authority .  Each of the Principals and Holdco have full right, authority, power and capacity (a) to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Principals or Holdco, as the case may be, pursuant to this Agreement; (b) to carry out the transactions contemplated hereby; and (c) in the case of Holdco, to transfer, sell and deliver the LLC Interests to the Operating Partnership in accordance with this Agreement.  This Agreement and each document and instrument executed and delivered by or on behalf of the Principals and Holdco, as the case may be, pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Principals or Holdco, as the case may be, each enforceable in accordance with its respective terms.  The execution, delivery and performance of this Agreement and each such document and instrument by or on behalf of the Principals or Holdco, as the case may be (i) does not and will not violate any foreign, federal, state, local or other laws applicable to the Principals or Holdco, as the case may be, or require the Principals or Holdco to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that will not be obtained or made prior to the Closing; and (ii) does not and will not violate any term, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract (other than the Option Agreement), lease or other instrument to which any of the Principals or Holdco is a party or by which the property of any of the Principals or Holdco is bound or affected or result in the creation of any Encumbrance on any of the assets of Brentwood or the Property, as the case may be.

2.3           Litigation .  There is no litigation or proceeding, either judicial or administrative, pending or, to the knowledge of the Principals or Holdco, threatened, affecting all or any portion of the LLC Interests or the Property, or the ability of the Principals or Holdco, as the case may be, to consummate the transactions contemplated hereby.  There is no outstanding order, writ, injunction or decree of any court, government, governmental entity or authority or arbitration against or affecting all or any portion of the LLC Interests or the Property, which in any such case would impair the ability of either the Principals or Holdco, as the case may be, to enter into and perform all of its obligations under this Agreement.

2.4           No Agreements to Sell .  Neither the Principals nor Holdco is currently party to any agreement (other than the Option Agreement or the Holdco Contribution Agreement) to sell, transfer or otherwise encumber or dispose of the LLC Interests or the Property.

2.5           Status as a United States Person .  Neither the Principals nor Holdco are a foreign person within the meaning of Section 1445 of the Code (“Section 1445”).  Upon request by the Operating Partnership, each of the Principals and Holdco agree to complete and provide to the Operating Partnership, prior to the Closing, a certificate of non-foreign status substantially in the form provided in Section 1.1445-5(b)(3)(D) of the Treasury regulations.

2.6           No Insolvency Proceedings .  No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or, to the knowledge of the Principals or Holdco, as the case may be, threatened against the Principals or Holdco, nor are any such proceedings contemplated by either of the Principals or Holdco.

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2.7           No Brokers .  Neither the Principals nor Holdco have entered into, and each of the Principals and Holdco covenants not to enter into, any agreement, arrangement or understanding with any person or firm which will result in the obligation of the Operating Partnership to pay any finder’s fee, brokerage commission or similar payment in connection with the transactions contemplated hereby.

2.8           Securities Law Matters; Transfer Restrictions .

(a)           Each of the Principals and Holdco acknowledge that the Operating Partnership intends the offer and issuance of the Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of Holdco as an “accredited investor” within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership will rely in part upon the representations and warranties made by Holdco and the Principals in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.”

(b)           Holdco and each of the Principals is an “accredited investor” within the meaning of the federal securities laws.

(c)           Holdco will acquire the Units for its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Each of the Principals and Holdco acknowledge that Holdco does not intend or anticipate that Holdco will rely on this investment as a principal source of income.

(d)           Each of the Principals and Holdco acknowledge that (i) he/it has sufficient knowledge and experience in financial, tax and business matters to enable it to evaluate the merits and risks of investment in the Units, (ii) he/it has adequate means of providing for its current and anticipated financial needs and contingencies, (iii) he/it has the ability to bear the economic risk of acquiring the Units for an indefinite period of time and has no need for liquidity in the Units and could afford loss of all such investment.

(e)           Each of the Principals and Holdco acknowledges that (i) the transactions contemplated by this Agreement involve complex tax consequences for Holdco, and Holdco is relying solely on the advice of its own tax advisors in evaluating such consequences, (ii) the Operating Partnership has not made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the Principals, Holdco or Holdco’s representatives and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by the Operating Partnership as to a particular tax effect that may be obtained by Holdco or the Principals. Holdco remains solely responsible for all tax matters relating to it.

(f)            Holdco and its representatives have been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information requested by Holdco or its representatives.  Holdco’s representatives have had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership and the REIT concerning the Operating Partnership, the REIT, the Units and the Common Shares into which the Units may be redeemed, and to assess and evaluate any information supplied to them by the Operating Partnership or the REIT, and all such questions have been answered, and all such information has been provided to the full satisfaction of Holdco’s representatives.

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(g)           Holdco and the Principals acknowledge that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and that Holdco has no right to require that they be so registered.  Holdco and the Principals agree that any Units Holdco acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Holdco and the Principals acknowledge that Holdco shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith.

(h)           Holdc