<PAGE>
Exhibit A
Form of Registration Rights Agreement
<PAGE>
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this
"Agreement"), is made and entered into as
of January __, 2004, by and among
Acadia Realty Trust, a Maryland real estate
investment trust (the "REIT"),
Acadia Realty Limited Partnership, a
Delaware limited partnership (the
"Partnership"), and the undersigned Klaff
Realty, LP, a Delaware limited
Partnership ("Klaff"), which, at the
Closing (the "Closing Date") of the
transactions contemplated by the Agreement
of Contribution by and among Klaff
and Klaff Realty, Limited, the REIT, and
the Partnership (the "Contribution
Agreement"), are receiving preferred units
of limited partnership interests in
the Partnership ("Preferred Units") which
are convertible into common units of
limited partnership interest in the
Partnership ("OP Units"), which in turn, are
exchangeable for Conversion Shares (as
defined below).
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, and
intending to be legally bound hereby, the
REIT, the Partnership and Klaff hereby
agree as follows:
1. Certain Definitions. As used in this Agreement, the
following terms shall have the following
respective meanings:
(a) "Commission" means the Securities and Exchange
Commission, or any other federal agency at
the time administering the Securities
Act.
(b) "Conversion Shares" means the Shares issuable
upon exchange of the OP Units from time to
time.
(c) "Exchange Act" means the Securities Exchange Act
of 1934, as amended, or any successor
federal statute, and the rules and
regulations of the Commission issued under
such Exchange Act, as they each may,
from time to time, be in effect.
(d) "Holder(s)" means a holder of Registrable Shares
entitled to the rights arising
hereunder.
(e) "Participating Holder" means a Holder whose
Registrable Shares are included in a
Registration Statement.
1
<PAGE>
(f) "Registration Expenses" means the expenses
described in Section 4 hereof.
(g) "Registration Statement" means a registration
statement filed by the REIT with the
Commission for a public offering and sale
of equity securities of the REIT (other
than a registration statement on Form
S-8 or Form S-4, or their successors, or
any registration statement covering
only securities proposed to be issued in
exchange for securities or assets of
another corporation).
(h) "Registrable Shares" means (i) the Conversion
Shares, (ii) any other Shares issued in
respect of Conversion Shares, and (iii)
any other Shares issued with respect to the
Shares issued in clauses (i) and
(ii) (because of share splits, share
dividends, reclassifications,
recapitalizations, or similar events);
provided, however, that Shares which are
Registrable Shares shall cease to be
Registrable Shares (x) upon any sale
pursuant to a Registration Statement, or
any other sale or transfer of the
Registrable Shares in any manner to any
person or entity other than a Permitted
Transferee (as defined) or as otherwise
expressly provided herein, or (y) in the
event that Registrable Shares may be freely
sold and/or transferred pursuant to
Rule 144(k) under the Securities Act.
(i) "Securities Act" means the Securities Act of
1933, as amended, or any successor federal
statute, and the rules and
regulations of the Commission issued under
such Securities Act, as they each
may, from time to time, be in effect.
(j) "Shares" means Common Shares of Beneficial
Interest of the REIT, par value $.001 per
share.
2. Certain Shelf Registration. Within ninety (90) days from
the date of this Agreement, the REIT shall,
at its expense, file a shelf
Registration Statement pursuant to Rule 415
under the Securities Act to register
the Registrable Shares for resale,
including for issuance upon conversion or
exchange of OP Units. The REIT shall, at
its expense, use commercially
reasonable efforts to maintain the
effectiveness of such shelf Registration
Statement until the earlier of (i) such
time as when all of the Registrable
Shares have been disposed of or (ii) three
years after the conversion or
exchange into Shares of all of the OP Units
issued upon conversion of the
Preferred Units issued under the
Contribution Agreement.
2
<PAGE>
3. Registration Procedures. If and whenever the REIT is
required by the provisions of this
Agreement to effect the registration of any
of the Registrable Shares under the
Securities Act, the REIT shall, at its
expense:
(a) prepare and file with the Commission a
Registration Statement with respect to such
Registrable Shares and use best
efforts to cause that Registration
Statement to become effective;
(b) use commercially reasonable efforts to cause the
Registration Statement to remain
effective;
(c) subject to the provision of Section 2, promptly
prepare and file with the Commission any
amendments and supplements to the
Registration Statement and the prospectus
included in the Registration Statement
as may be necessary to keep the
Registration Statement effective for the period
of time required by the Commission;
(d) promptly furnish to each Participating Holder
such reasonable numbers of copies of the
prospectus, including a preliminary
prospectus, in conformity with the
requirements of the Securities Act, and such
other documents as the Participating
Holders may reasonably request in order to
facilitate the public sale or other
disposition of the Registrable Shares owned
by such Participating Holders and included
in the Registration Statement; and
(e) promptly use commercially reasonable efforts to
register or qualify the Registrable Shares
covered by the Registration Statement
under the securities or Blue Sky laws of
states within the United States as the
Participating Holders shall reasonably
request; provided, however, that the REIT
shall not be required in connection with
this subsection 3(e) to: (i) qualify as
a foreign corporation in any jurisdiction
where, but for the requirements of
this subsection 3(e), it would not be
obligated to be so qualified; (ii) execute
a general consent to service of process in
any jurisdiction; (iii) subject
itself to taxation in any such
jurisdiction; or (iv) register in any state
requiring, as a condition to registration,
escrow or surrender of any REIT
securities held by any security holder
other than the Participating Holders.
3
<PAGE>
If the REIT has delivered a preliminary or final prospectus to
a Participating Holder and, after having
done so, the prospectus is amended to
comply with the requirements of the
Securities Act, the REIT shall promptly
notify such Participating Holder and, if
requested, such Participating Holder
shall immediately cease making offers of
Registrable Shares and return all
prospectuses to the REIT. The REIT shall
promptly provide Participating Holders
with revised prospectuses and, following
receipt of the revised prospectuses,
Participating Holders shall be free to
resume making offers of the Registrable
Shares.
Notwithstanding any other provisions of this Agreement to the
contrary, upon receipt by a Participating
Holder of a written notice signed by
the Chief Executive Officer, General
Counsel or Chief Financial Officer of the
REIT, to the effect set forth below, the
REIT shall not be obligated during a
reasonable period of time thereafter to
effect any registrations pursuant to
this Agreement, and each such Participating
Holder agrees that it will
immediately suspend sales of Shares under
any effective Registration Statement
for a reasonable period of time, in either
case not to exceed 90 days, at any
time during which, in the REIT's reasonable
judgment, (i) there is a development
involving the REIT or any of its affiliates
which is material but which has not
yet been publicly disclosed or (ii) sales
pursuant to the Registration Statement
would materially and adversely affect an
underwritten public offering for the
account of the REIT or any other material
financing project or where a proposed
or pending material merger or other
material acquisition or material business
combination or material disposition of the
REIT's assets, to which the REIT or
any of its affiliates is, or is expected to
be, a party. In the event a
registration is postponed or sales by a
Participating Holder pursuant to an
effective Registration Statement are
suspended in accordance with this
paragraph, there shall be added to the
period during which the REIT is obligated
to keep a Registration Statement effective
the number of days for which the
Registration Statement was postponed or
sales were suspended.
4. Expenses of Registration. The REIT will pay all
Registration Expenses of all registrations
under this Agreement. For purposes of
this Agreement, the term "Registration
Expenses" shall mean all expenses
incurred by the REIT in complying with this
Agreement, including without
limitation, all registration and filing
fees, exchange listing fees, printing
expenses, the fees and disbursements of
counsel for the REIT and the reasonable
fees and disbursements of one counsel
selected by the Participating Holders, the
fees and disbursements of the REIT's
accountants, state Blue Sky fees and
expenses, and the expense of any special
audits incident to or required by any
such registration, but excluding
underwriting discounts and selling commissions.
4
<PAGE>
5. Indemnification.
(a) Indemnification of Participating Holders. In the
event of any registration of any of the
Registrable Shares under the Securities
Act pursuant to this Agreement, the REIT
will indemnify and hold harmless each
Participating Holder, each of its directors
and officers and each other person,
if any, who controls such Participating
Holder within the meaning of the
Securities Act or the Exchange Act, against
any losses, claims, damages or
liabilities to which such Participating
Holder or controlling person may become
subject under the Securities Act, the
Exchange Act, Blue Sky laws or otherwise,
insofar as such losses, claims, damages or
liabilities (or actions in respect
thereof) arise out of or are based upon any
untrue statem
