EX-99.(A)(1)(B) 3 ny20034130x12_exa1b.htm EXHIBIT (A)(1)(B)
Exhibit (a)(1)(B)
LETTER OF TRANSMITTAL AND CONSENT
OFFER TO PURCHASE FOR CASH ANY AND ALL
DEPOSITARY SHARES REPRESENTING 1/1,000
OF A SHARE OF 7.25% CLASS N CUMULATIVE CONVERTIBLE
PERPETUAL PREFERRED STOCK
OF
KIMCO REALTY CORPORATION
AND
CONSENT SOLICITATION
THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON DECEMBER 4, 2024, OR SUCH LATER TIME AND DATE TO WHICH WE MAY EXTEND. SECURITIES (AS DEFINED BELOW) TENDERED PURSUANT TO THE OFFER AND CONSENT SOLICITATION MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED BELOW). CONSENTS MAY BE REVOKED ONLY BY WITHDRAWING THE TENDER OF THE RELATED SECURITIES (AS DEFINED BELOW) AND THE WITHDRAWAL OF ANY SECURITIES WILL AUTOMATICALLY CONSTITUTE A REVOCATION OF THE RELATED CONSENTS.
The Depositary and Tender Agent for the Offer and Consent Solicitation is:
EQUINITI TRUST COMPANY, LLC
Shareowner Services
Voluntary Corporate Actions
1110 Centre Pointe Curve, Suite 101
Mendota Heights, Minnesota 55120
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT, THE SECURITIES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH BOOK-ENTRY TRANSFER, IS AT THE OPTION AND RISK OF THE TENDERING SECURITY HOLDER, AND EXCEPT AS OTHERWISE PROVIDED IN THE INSTRUCTIONS BELOW, DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY EQUINITI (AS DEFINED BELOW). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE SECURITY HOLDER HAS THE RESPONSIBILITY TO CAUSE THIS LETTER OF TRANSMITTAL AND CONSENT, THE TENDERED SECURITIES AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND CONSENT, INCLUDING THE INSTRUCTIONS, CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL AND CONSENT.
Kimco Realty Corporation, a Maryland corporation (the “Company,” “we,” “our” and “us”), has delivered to the undersigned a copy of the Offer to Purchase and Consent Solicitation, dated November 4, 2024 (as it may be supplemented and amended from time to time, the “Offer to Purchase and Consent Solicitation”), of the Company and this letter of transmittal and consent (as it may be amended or supplemented from time to time, this “Letter of Transmittal and Consent”), which together set forth the offer of the Company to each holder to purchase for cash any and all of the Company’s outstanding depositary shares (each, a “Security” and collectively, the “Securities”) representing 1/1,000 of a share of the Company’s 7.25% Class N Cumulative Convertible Perpetual Preferred Stock, par value $1.00 per share (the “Class N Preferred Stock”), at a price per Security of $62.00, plus any accrued and unpaid dividends (the “Offer”).
The Securities are publicly traded on the New York Stock Exchange (the “NYSE”) under the symbol “KIMprN.” The last reported sale price on November 1, 2024 was $60.79.
On August 28, 2023, the Company and RPT Realty, a Maryland real estate investment trust (“RPT”), entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which the Company would acquire RPT through a series of mergers (collectively, the “RPT Merger”). On January 2, 2024, RPT merged with and into the

Company, with the Company continuing as the surviving public company. Under the terms of the Merger Agreement, each 7.25% Series D Cumulative Convertible Perpetual Preferred Share of RPT (the “RPT Preferred Shares”) was converted into the right to receive one Security. In connection with the RPT Merger, the Company issued 1,848,539 Securities representing in the aggregate approximately 1,849 shares of Class N Preferred Stock.
Concurrently with the Offer, the Company is also soliciting consents (the “Consent Solicitation”) from (i) holders of the outstanding Class N Preferred Stock (which requires soliciting the holders of the outstanding Securities) to, at any point during the 12-month period beginning on the Expiration Date (as defined below), amend (the “Preferred Amendment”) the charter of the Company to provide the Company, from and after the effective date of the Preferred Amendment, with the option to redeem the Class N Preferred Stock during the 90 days following the date of effectiveness of the Preferred Amendment at a redemption price for each share of Class N Preferred Stock equal to $60,340.00 (which would mean a redemption price for each Security equal to $60.34), plus accrued and unpaid dividends, if any, for the period from and including the last dividend payment date to, but not including, the redemption date), substantially as contemplated on Annex A to the Offer to Purchase and Consent Solicitation, and (ii) holders of the Securities to amend the deposit agreement, by and between the Company and Equiniti Trust Company, LLC, as depositary, registrar and transfer agent (in such capacity, “Equiniti”), governing the terms of the Securities (the “Deposit Agreement”) to make corresponding changes to the Deposit Agreement related to the Preferred Amendment, substantially as contemplated on Annex B to the Offer to Purchase and Consent Solicitation (the “Deposit Agreement Amendment” and, together with the Preferred Amendment, the “Amendments”). Consent from the holders of at least two-thirds of the outstanding Class N Preferred Stock (which corresponds to consents from holders of two-thirds of the outstanding Securities) (the “Requisite Preferred Shareholder Consents”) is required to approve the Preferred Amendment, as well as the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), voting as a single class and separate from holders of the Class N Preferred Stock (the “Requisite Common Stockholder Approval”). Consent from the holders of at least two-thirds of the outstanding Securities is required to approve the Deposit Agreement Amendment (the “Requisite Deposit Agreement Amendment Approval” and, together with the Requisite Preferred Shareholder Consents and the Requisite Common Stockholder Approval, the “Requisite Approvals”). The Company plans to solicit the Requisite Common Stockholder Approval from the holders of our Common Stock in support of the Preferred Amendment at the Company’s next annual meeting of stockholders, which is expected to be held in late April or early May of 2025 (the “2025 Annual Meeting”), but may do so prior or subsequent to such meeting and may do so more than once during the 12-month effectiveness of the Requisite Preferred Shareholder Consents. The Offer and Consent Solicitation do not constitute a solicitation of consents from holders of our Common Stock to the Preferred Amendment. The solicitation of consents from holders of our Common Stock to the Preferred Amendment is expected to be made pursuant to a definitive proxy statement on Schedule 14A to be filed with the SEC in advance of the 2025 Annual Meeting.
Holders of Securities may not consent to the Amendments without tendering Securities in the Offer and holders may not tender such Securities without consenting to the Amendments. The consent to the Amendments is a part of this Letter of Transmittal and Consent, and holders will be required to deliver to us such consent by following the instructions to this Letter of Transmittal and Consent as a condition to tendering Securities in the Offer. Holders of Securities may revoke their consent at any time prior to the Expiration Date (as defined below) by withdrawing the Securities tendered in the Offer by such holders.
Securities not tendered for cash pursuant to the Offer will remain outstanding subject to their current terms or, if the Requisite Approvals are obtained and the Company determines to effect the Preferred Amendment, certain amended terms as set forth in the Preferred Amendment.
HOLDERS OF SECURITIES SHOULD REVIEW THE OFFER TO PURCHASE AND CONSENT SOLICITATION, INCLUDING ANNEX A AND ANNEX B THERETO, IN ITS ENTIRETY, FOR A DESCRIPTION OF THE COMPLETE TERMS OF THE OFFER AND THE CONSENT SOLICITATION, INCLUDING THE AMENDMENTS WHICH THE SECURITY HOLDERS WILL BE CONSENTING TO IN CONNECTION WITH THE TENDER OF THE SECURITIES, ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE.
The Offer and Consent Solicitation are made solely upon the terms and conditions in the Offer to Purchase and Consent Solicitation and this Letter of Transmittal and Consent. The Offer and Consent Solicitation will be open until
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5:00 P.M. New York City time, on December 4, 2024, or such later time and date to which we may extend (the period during which the Offer and Consent Solicitation is open, giving effect to any withdrawal or extension, is referred to as the “Offer Period,” and the date and time at which the Offer Period ends is referred to as the “Expiration Date”).
The consideration for each Security tendered and accepted for purchase will equal $62.00, plus accrued and unpaid dividends, if any, for the period from and including the last dividend payment date, to, but not including, the settlement date of the Offer (the “Settlement Date”), for each Security tendered by such holder. Security holders that participate in the Offer and Consent Solicitation may not tender less than all of their Securities.
We may terminate the Offer and Consent Solicitation, in our discretion, if any of the conditions to the Offer and Consent Solicitation are not satisfied or waived prior to the Expiration Date. Promptly upon any such termination, we will return the tendered Securities to the holders (and the consent to the Amendments will be revoked).
This Letter of Transmittal and Consent is to be used to accept the Offer and Consent Solicitation if the applicable Securities are to be tendered by effecting a book-entry transfer into Equiniti’s account at the Depository Trust Company (“DTC”) and instructions are not being transmitted through DTC’s Automated Tender Offer Program (“ATOP”). Except in instances where a holder intends to tender Securities through ATOP, the holder should complete, execute and deliver this Letter of Transmittal and Consent to indicate the action it desires to take with respect to the Offer and Consent Solicitation.
Holders of Securities tendering Securities by book entry transfer to Equiniti’s account at DTC may execute the tender through ATOP, and in that case need not complete, execute and deliver this Letter of Transmittal and Consent. DTC participants accepting the Offer and Consent Solicitation may transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to Equiniti’s account at DTC. DTC will then send an “Agent’s Message” to Equiniti for its acceptance. Delivery of the Agent’s Message by DTC will satisfy the terms of the Offer and Consent Solicitation as to execution and delivery of a Letter of Transmittal and Consent by the DTC participant identified in the Agent’s Message.
Holders of Securities who do not tender Securities will be considered to have withheld their consent to the Amendments. In addition, holders that wish to indicate that they withhold consent to the Amendments may (1) complete, execute and deliver the Letter of Transmittal and Consent and check the AGAINST or ABSTAIN box or (2) if they hold in book-entry form through the facilities of DTC holders, electronically transmit an instruction that they withhold consent to the Amendments by checking the AGAINST or ABSTAIN options through DTC’s ATOP. Holders of Securities may not tender such Securities without consenting to the Amendments.
After electing to consent AGAINST or ABSTAIN, the CUSIP will be blocked, and the holder’s position cannot be sold or transferred, until the Expiration Date. The Tender Agent will instruct DTC to release the positions as soon as practicable but no later than three (3) business days after either the Expiration Date or subsequent date following the Expiration Date and not exceeding forty-five (45) calendar days from the date hereof. Settlement will occur no later than three (3) business days after the Expiration Date. If a holder of Securities does not tender their shares, they will not have consented to the Amendments, which will have the effect of a vote against the Amendments. Accordingly, a holder of Securities who does not wish to consent to the Amendments may simply not complete the Letter of Transmittal and Consent.
As used in this Letter of Transmittal and Consent with respect to the tender procedures set forth herein, the term “registered holder” means any person in whose name Securities are registered on the books of the Company or who is listed as a participant in a clearing agency’s security position listing with respect to the Securities.
THE OFFER AND CONSENT SOLICITATION IS NOT MADE TO THOSE HOLDERS WHO RESIDE IN STATES OR OTHER JURISDICTIONS WHERE AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
PLEASE SEE THE INSTRUCTIONS TO THIS LETTER OF TRANSMITTAL AND CONSENT BEGINNING ON PAGE 0 FOR THE PROPER USE AND DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT.
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DESCRIPTION OF SECURITIES TENDERED
List below the Securities to which this Letter of Transmittal and Consent relates. If the space below is inadequate, list the registered Security certificate numbers on a separate signed schedule and affix the list to this Letter of Transmittal and Consent.

Name(s) and Address(es) of Registered Holder(s) of Securities |  |  | Number of Securities Tendered
|  |  | Total:

☐ CHECK HERE IF THE SECURITIES LISTED ABOVE ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY EQUINITI WITH DTC AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name of Tendering Institution: |  |  |
Account Number: |  |  |
Transaction Code Number: |  |  |

By crediting the Securities to Equiniti’s account at DTC using ATOP and by complying with applicable ATOP procedures with respect to the Offer and Consent Solicitation, including, if applicable, transmitting to Equiniti an Agent’s Message in which the holder of the Securities acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal and Consent, the participant in DTC confirms on behalf of itself and the beneficial owner(s) of such Securities all provisions of this Letter of Transmittal and Consent (including consent to the Amendments and all representations and warranties) applicable to it and such beneficial owner(s) as fully as if it had completed the required information and executed and transmitted this Letter of Transmittal and Consent to Equiniti.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Kimco Realty Corporation
c/o Equiniti Trust Company LLC, as Depositary and Tender Agent
Shareowner Services
Voluntary Corporate Actions
1110 Centre Pointe Curve, Suite 101
Mendota Heights, Minnesota 55120
Upon and subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation and in this Letter of Transmittal and Consent, receipt of which is hereby acknowledged, the undersigned hereby:

(i) | tenders to the Company pursuant to the Offer and Consent Solicitation the number of Securities indicated above in the table under the heading “Number of Securities Tendered” under “Description of Securities Tendered;”

(ii) | accepts the amount payable upon the tender of Securities pursuant to the Offer and Consent Solicitation, being $62.00 per Security in cash, plus accrued and unpaid dividends, if any, for the period from and including the last dividend payment date, to, but not including, the Settlement Date, for each Security so tendered; and

(iii) | consents to the Amendments.

Except as stated in the Offer to Purchase and Consent Solicitation, the tender made hereby is irrevocable. The undersigned understands that this tender will remain in full force and effect unless and until such tender is withdrawn and revoked in accordance with the procedures set forth in the Offer to Purchase and Consent Solicitation and this Letter of Transmittal and Consent. The undersigned understands that this tender may not be withdrawn after the Expiration Date, and that a notice of withdrawal will be effective only if delivered to Equiniti in accordance with the specific withdrawal procedures set forth in the Offer to Purchase and Consent Solicitation.
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If the undersigned is not the registered holder of the Securities indicated under “Description of Securities Tendered” above or such holder’s legal representative or attorney-in-fact (or, in the case of Securities held through DTC, the DTC participant for whose account such Securities are held), then the undersigned has obtained a properly completed irrevocable proxy that authorizes the undersigned (or the undersigned’s legal representative or attorney-in fact) to deliver a consent in respect of such Securities on behalf of the holder thereof, and such proxy is being delivered to Equiniti with this Letter of Transmittal and Consent.
The undersigned understands that, upon and subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation and this Letter of Transmittal and Consent, any Securities properly tendered and not withdrawn which are accepted will be exchanged for a cash payment. The undersigned understands that, under certain circumstances, the Company may not be required to accept any of the Securities tendered (including any Securities tendered after the Expiration Date). If any Securities are not accepted for tender for any reason or if tendered Securities are withdrawn, such unexchanged or withdrawn Securities will be returned without expense to the tendering holder and the related consent to the Amendments will be revoked.
The undersigned understands that, upon and subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation and this Letter of Transmittal and Consent, the holder’s validly delivered consent to the Amendments is a condition to validly tendering Securities in the Offer. A holder of Securities may not consent to the Amendments without tendering their Securities in the Offer, and a holder of Securities may not tender their Securities without consenting to the Amendments. A holder may revoke their consent to the Amendments at any time prior to the Expiration Date only by withdrawing the Securities tendered by such holder.
Subject to, and effective upon, the Company’s acceptance of the undersigned’s tender of Securities pursuant to the Offer and Consent Solicitation as indicated above in the table under the heading “Number of Securities Tendered” under “Description of Securities Tendered,” the undersigned hereby:

(i) | assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the undersigned’s status as a holder of, such Securities;

(ii) | waives any and all rights with respect to such Securities;

(iii) | releases and discharges the Company from any and all claims the undersigned may have now, or may have in the future, arising out of or related to such Securities;

(iv) | acknowledges that the Offer is discretionary and may be extended, modified, suspended or terminated by the Company as provided in the Offer to Purchase and Consent Solicitation; and

(v) | acknowledges the future value of the Securities is unknown and cannot be predicted with certainty.

The undersigned understands that tenders of Securities pursuant to any of the procedures described in the Offer to Purchase and Consent Solicitation and in the instructions in this Letter of Transmittal and Consent, if and when accepted by the Company, will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer and Consent Solicitation.
Effective upon acceptance, the undersigned hereby irrevocably constitutes and appoints Equiniti, acting as agent for the Company, as the true and lawful agent and attorney-in-fact of the undersigned with respect to the Securities tendered hereby, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to:

(i) | transfer ownership of such Securities on the account books maintained by DTC together with all accompanying evidences of transfer and authenticity to or upon the order of the Company;

(ii) | present such Securities for transfer of ownership on the books of the Company;

(iii) | cause ownership of such Securities to be transferred to, or upon the order of, the Company on the books of the Company or its agent and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company; and

(iv) | receive all benefits and otherwise exercise all rights of beneficial ownership of such Securities, including any voting or consent rights;

all in accordance with the terms of the Offer and Consent Solicitation, as described in the Offer to Purchase and Consent Solicitation and this Letter of Transmittal and Consent.
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The undersigned hereby represents, warrants and agrees that:

(i) | the undersigned has full power and authority to tender the Securities tendered hereby and to sell, exchange, assign and transfer all right, title and interest in and to such Securities;

(ii) | the undersigned has good, marketable and unencumbered title to the Securities tendered hereby, and upon acceptance of such Securities by the Company pursuant to the Offer and Consent Solicitation, the Company will acquire good, marketable and unencumbered title to such Securities, in each case free and clear of any security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations of any kind, and not subject to any adverse claim;

(iii) | the undersigned has full power and authority to consent to the Amendments;

(iv) | the undersigned will, upon request, execute and deliver any additional documents deemed by the Company or Equiniti to be necessary or desirable to complete and give effect to the transactions contemplated hereby;

(v) | the undersigned has received and reviewed the Offer to Purchase and Consent Solicitation, this Letter of Transmittal and Consent and the Amendments;

(vi) | the undersigned acknowledges that none of the Company, Equiniti, the information agent, the dealer manager or any person acting on behalf of any of the foregoing has made any statement, representation or warranty, express or implied, to the undersigned with respect to the Company, the Offer and Consent Solicitation or the Securities, other than the information included in the Offer to Purchase and Consent Solicitation (as amended or supplemented prior to the Expiration Date);

(vii) | the terms and conditions set forth in the Offer to Purchase and Consent Solicitation shall be deemed to be incorporated in, and form a part of, this Letter of Transmittal and Consent, which shall be read and construed accordingly;

(viii) | the undersigned understands that tenders of Securities pursuant to the Offer and Consent Solicitation and in the instructions hereto constitute the undersigned’s acceptance of the terms and conditions of the Offer and Consent Solicitation;

(ix) | the undersigned is voluntarily participating in the Offer; and

(x) | the undersigned agrees to all of the terms of the Offer and Consent Solicitation.

The acknowledgments, representations, warranties and agreements of the undersigned in this Letter of Transmittal and Consent will be deemed to be automatically repeated and reconfirmed on and as of each of the Expiration Date and completion of the Offer and Consent Solicitation. The authority conferred or agreed to be conferred in this Letter of Transmittal and Consent shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Letter of Transmittal and Consent shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.
The undersigned acknowledges that the undersigned has been advised to consult with its own legal counsel and other advisors (including tax advisors) as to the consequences of participating or not participating in the Offer and Consent Solicitation.
IMPORTANT: PLEASE SIGN HERE
(SEE INSTRUCTIONS AND ALSO COMPLETE ACCOMPANYING IRS FORM W-9 OR
APPROPRIATE IRS FORM W-8)
The undersigned, acknowledges receipt of the Offer to Purchase and Consent Solicitation, dated November 4, 2024, and hereby consents (by checking the FOR box) or withholds consent (by checking the AGAINST or ABSTAIN box) to the approval of the following:

☐ Consent to the Amendments to provide the Company with the option to redeem the Class N Preferred Stock (“FOR”) |  |  | ☐ Decline to consent to the Amendments (“AGAINST”) |  |  | ☐ Abstain from consenting to the Amendments (“ABSTAIN”)

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By checking AGAINST or ABSTAIN, holders of Securities will be deemed not to have tendered their Securities.
By completing, executing and delivering this Letter of Transmittal and Consent and consenting to the Amendments by checking the FOR box, the undersigned hereby tenders the Securities indicated in the table above entitled “Description of Securities Tendered.”
SIGNATURES REQUIRED
Signature(s) of Registered Holder(s) of Securities

Name: |  |  |
Address: |  |  |
Date: |  |  |

(The above lines must be signed by the registered holder(s) of Securities as the name(s) appear(s) on the Securities or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed assignment from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal and Consent. If Securities to which this Letter of Transmittal and Consent relates are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal and Consent. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, then such person must set forth his or her full title below and, unless waived by the Company, submit evidence satisfactory to the Company of such person’s authority so to act. See Instruction 3 regarding the completion and execution of this Letter of Transmittal and Consent.)

Name: |  |  |
Address: |  |  |
Date: |  |  |
Telephone Number: |  |  |

(PLEASE PRINT OR TYPE)
(INCLUDE ZIP CODE)
GUARANTEE OF SIGNATURE(S) (IF REQUIRED)
(SEE INSTRUCTIONS, INCLUDING INSTRUCTION 4)
Certain signatures must be guaranteed by Eligible Institution.
Signature(s) guaranteed by an Eligible Institution:

Authorized Signature
Title
Name of Firm
Address, Including Zip Code

Date: |  |  |  |  |  |

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INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER AND CONSENT SOLICITATION
1. Delivery of Letter of Transmittal and Consent and Securities. This Letter of Transmittal and Consent is to be used only if tenders of Securities are to be made by book-entry transfer to Equiniti’s account at DTC and instructions are not being transmitted through ATOP with respect to such tenders.
Securities may be validly tendered pursuant to the procedures for book-entry transfer as described in the Offer to Purchase and Consent Solicitation. In order for Securities to be validly tendered by book-entry transfer, Equiniti must receive the following prior to the Expiration Date:

(i) | timely confirmation of the transfer of such Securities to Equiniti’s account at DTC (a “Book-Entry Confirmation”);

(ii) | either a properly completed and duly executed Letter of Transmittal and Consent, or a properly transmitted “Agent’s Message” if the tendering Security holder has not delivered a Letter of Transmittal and Consent; and

(iii) | any other documents required by this Letter of Transmittal and Consent.

The term “Agent’s Message” means a message, transmitted by DTC to, and received by, Equiniti ] and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC exchanging the Securities that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and Consent and that the Company may enforce such agreement against the participant. If you are tendering by book-entry transfer, you must expressly acknowledge that you have received and agree to be bound by the Letter of Transmittal and Consent and that the Letter of Transmittal and Consent may be enforced against you.
Delivery of a Letter of Transmittal and Consent to the Company or DTC will not constitute valid delivery to Equiniti. No Letter of Transmittal and Consent should be sent to the Company or DTC.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT, TENDERED SECURITIES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OR AGENT’S MESSAGE DELIVERED THROUGH ATOP, IS AT THE OPTION AND RISK OF THE TENDERING HOLDER OF SECURITIES, AND EXCEPT AS OTHERWISE PROVIDED IN THESE INSTRUCTIONS, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY EQUINITI. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE HOLDER OF SECURITIES HAS THE RESPONSIBILITY TO CAUSE THIS LETTER OF TRANSMITTAL AND CONSENT, THE TENDERED SECURITIES AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
Neither the Company nor Equiniti is under any obligation to notify any tendering holder of the Company’s acceptance of tendered Securities.
2. No Guaranteed Delivery Procedures. There are no guaranteed delivery procedures available with respect to the Offer and Consent Solicitation under the terms of the Offer to Purchase and Consent Solicitation or this Letter of Transmittal and Consent. Holders must tender their Securities and consent to the Preferred Amendment in accordance with the procedures set forth in the Offer to Purchase and Consent Solicitation and this Letter of Transmittal and Consent.
3. Signatures on Letter of Transmittal and Consent and other Documents. For purposes of the tender and consent procedures set forth in this Letter of Transmittal and Consent, the term “registered holder” means any person in whose name Securities are registered on the books of the Company or who is listed as a participant in a clearing agency’s security position listing with respect to the Securities.
If this Letter of Transmittal and Consent is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or others acting in a fiduciary or representative capacity, such person must so indicate when signing and, unless waived by the Company, must submit to Equiniti proper evidence satisfactory to the Company of the authority so to act.
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4. Guarantee of Signatures. No signature guarantee is required if:

(i) | this Letter of Transmittal and Consent is signed by the registered holder of the Securities; or

(ii) | such Securities are tendered for the account of an “Eligible Institution.” An “Eligible Institution” is a bank, broker dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.

IN ALL OTHER CASES, AN ELIGIBLE INSTITUTION MUST GUARANTEE ALL SIGNATURES ON THIS LETTER OF TRANSMITTAL AND CONSENT BY COMPLETING AND SIGNING THE TABLE ENTITLED “GUARANTEE OF SIGNATURE(S)” ABOVE.
5. Securities Tendered. Any holder of Securities who chooses to participate in the Offer and Consent Solicitation must tender all of such holder’s Securities pursuant to the terms of the Offer and Consent Solicitation.
6. Inadequate Space. If the space provided under “Description of Securities Tendered” is inadequate, the name(s) and address(es) of the registered holder(s), number of Securities being delivered herewith, and number of such Securities tendered hereby should be listed on a separate, signed schedule and attached to this Letter of Transmittal and Consent.
7. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the transfer of Securities to the Company in the Offer and Consent Solicitation. If transfer taxes are imposed for any other reason, the amount of those transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. Other reasons transfer taxes could be imposed include if tendered Securities are registered in the name of any person other than the person signing this Letter of Transmittal and Consent.
If satisfactory evidence of payment of or exemption from those transfer taxes is not submitted with this Letter of Transmittal and Consent, the amount of those transfer taxes will be billed directly to the tendering holder and/or withheld from any payment due with respect to the Securities tendered by such holder.
8. Validity of Tenders. All questions as to the number of Securities to be accepted, and the validity, form, eligibility (including time of receipt) and acceptance of any tender of Securities will be determined by the Company in its reasonable discretion, which determinations shall be final and binding on all parties.
The Company reserves the absolute right to reject any or all tenders of Securities it determines not to be in proper form or to reject those Securities, the acceptance of which may, in the opinion of the Company’s counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in the tender of any particular Securities, whether or not similar defects or irregularities are waived in the case of other tendered Securities. The Company’s interpretation of the terms and conditions of the Offer and Consent Solicitation (including this Letter of Transmittal and Consent and the instructions hereto) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Securities must be cured within such time as the Company shall determine. None of the Company, Equiniti, the information agent, the dealer manager or any other person is or will be obligated to give notice of any defects or irregularities in tenders of Securities, and none of them will incur any liability for failure to give any such notice. Tenders of Securities will not be deemed to have been validly made until all defects and irregularities have been cured or waived. Any Securities received by Equiniti that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by Equiniti to the holders, unless otherwise provided in this Letter of Transmittal and Consent, as soon as practicable following the Expiration Date. Security holders who have any questions about the procedure for tendering Securities in the Offer and Consent Solicitation should contact the Information Agent at the address and telephone number indicated herein.
9. Waiver of Conditions. The Company reserves the absolute right to waive any condition as described in the section of the Offer to Purchase and Consent Solicitation titled “The Offer and Consent Solicitation, Section 9. Conditions of the Offer to Purchase.”
10. Withdrawal. Tenders of Securities may be withdrawn only pursuant to the procedures and subject to the terms set forth in the section of the Offer to Purchase and Consent Solicitation titled “The Offer and Consent Solicitation, Section 7. Withdrawal Rights.” Security holders can withdraw tendered Securities at any time prior to the Expiration Date, and Securities that the Company has not accepted by the Expiration Date may thereafter be
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withdrawn at any time after such date until such Securities are accepted by the Company pursuant to the Offer and Consent Solicitation. Except as otherwise provided in the Offer to Purchase and Consent Solicitation, in order for the withdrawal of Securities to be effective, a written notice of withdrawal satisfying the applicable requirements for withdrawal set forth in the section of the Offer to Purchase and Consent Solicitation titled “The Offer and Consent Solicitation, Section 7. Withdrawal Rights” must be timely received from the holder by Equiniti at its address stated herein, together with any other information required as described in such section of the Offer to Purchase and Consent Solicitation. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Company, in its reasonable discretion, and its determination shall be final and binding. None of the Company, Equiniti , the information agent, the dealer manager or any other person is under any duty to give notification of any defect or irregularity in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Securities properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer and Consent Solicitation. However, at any time prior to the Expiration Date, a Security holder may re-tender withdrawn Securities by following the applicable procedures discussed in the Offer to Purchase and Consent Solicitation and this Letter of Transmittal and Consent. Consents may be revoked only by withdrawing the Securities and the withdrawal of any Securities will automatically constitute a revocation of the related consents.
11. Questions and Requests for Assistance and Additional Copies. Please direct questions or requests for assistance, or additional copies of the Offer to Purchase and Consent Solicitation, Letter of Transmittal and Consent or other materials, in writing to the information agent for the Offer and Consent Solicitation at:
The Information Agent for the Offer and Consent Solicitation is:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Attn: Michael Horthman
Banks and Brokers call: (212) 269-5550
Toll free: (866) 356-7814
Email: kimco@dfking.com
IMPORTANT: THIS LETTER OF TRANSMITTAL AND CONSENT, OR THE “AGENT’S MESSAGE” (IF TENDERING PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER WITHOUT EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL AND CONSENT), TOGETHER WITH THE TENDERED SECURITIES AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY EQUINITI ON OR PRIOR TO 5:00 P.M. NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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IRS Form W-9 or W-8
You must complete either a Form W-9 or a Form W-8, as appropriate. Please do not submit both a W-9 and a W-8.
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