CONTRIBUTION AGREEMENT (Green Courte RE, Lakeshore & Colorado)Contribution Agreement • August 5th, 2014 • Sun Communities Inc • Real estate investment trusts • Illinois
THIS CONTRIBUTION AGREEMENT is made and entered into this 30th day of July, 2014, by and between GREEN COURTE REAL ESTATE PARTNERS, LLC, a Delaware limited liability company (the “Contributor”), and SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“SCOLP”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 5th, 2014 • Sun Communities Inc • Real estate investment trusts • Illinois
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into this 30th day of July, 2014, by and between SUN COMMUNITIES, INC., a Maryland corporation (“SUI”), SUN MARYLAND, INC., a Maryland corporation and wholly-owned subsidiary of SUI (“Merger Sub”) and GCP REIT II, a Maryland real estate investment trust (the “Company”). SUI, Merger Sub and the Company are individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2014 • Sun Communities Inc • Real estate investment trusts
This Registration Rights Agreement (“Agreement”) is entered into as of ________, 2014 by and among (i) Sun Communities, Inc., a Maryland corporation (the “Company”), and (ii) Green Courte Real Estate Partners, LLC, a Delaware limited liability company, Green Courte Real Estate Partners II, LLC, a Delaware limited liability company, and Green Courte Real Estate Partners III, LLC, a Delaware limited liability company (each a “Seller,” and collectively, the “Sellers”). The Company, each Seller and each Holder is sometimes referred to herein individually as a “Party” and together as the “Parties”. Certain capitalized terms used herein shall have the meanings given to them in Section 1.01 below.
MEMBERSHIP INTEREST PURCHASE AGREEMENT (Fund II Non-723)Membership Interest Purchase Agreement • August 5th, 2014 • Sun Communities Inc • Real estate investment trusts
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT is made and entered into this 30th day of July, 2014, by and between ASSET INVESTORS OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Contributor”), and SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“SCOLP”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • August 5th, 2014 • Sun Communities Inc • Real estate investment trusts • Maryland
This First Amendment to Rights Agreement, dated as of July 30, 2014 (this “Amendment”), is between Sun Communities, Inc., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”).
OMNIBUS AGREEMENTOmnibus Agreement • August 5th, 2014 • Sun Communities Inc • Real estate investment trusts • Delaware
THIS OMNIBUS AGREEMENT (this “Agreement”) is made and entered into as of July 30, 2014 (the “Effective Date”) by and among GREEN COURTE REAL ESTATE PARTNERS, LLC, a Delaware limited liability company, GCP REIT II, a Maryland business trust, AMERICAN LAND LEASE, INC., a Delaware corporation, ASSET INVESTORS OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, GCP REIT III, a Maryland business trust (each a “Green Entity, and collectively, the “Green Entities”), SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“SCOLP”), SUN COMMUNITIES, INC., a Maryland corporation (“SUI”), and SUN HOME SERVICES, INC., a Michigan corporation (“SHS;” SCOLP, SUI and SHS are each a “Sun Party” and collectively the “Sun Parties”). At or prior to Closing (as defined herein), the Sun Purchasers (as defined below) shall execute a joinder to this Agreement, as third party beneficiaries of this Agreement.
1st AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUN COMMUNITIES OPERATING LIMITED PARTNERSHIPThird Amended and Restated Agreement of Limited Partnership • August 5th, 2014 • Sun Communities Inc • Real estate investment trusts • Michigan
THIS 1ST AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”) of SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP (the “Partnership”) is made and entered into on _______________, 2014 (“Effective Date”), by and among SUN COMMUNITIES, INC., a Maryland corporation (the “General Partner”), as the general partner of the Partnership, GREEN COURTE REAL ESTATE PARTNERS, LLC, a Delaware limited liability company (“Fund 1”), GREEN COURTE REAL ESTATE PARTNERS II, LLC, a Delaware limited liability company (“Fund 2”), and GREEN COURTE REAL ESTATE PARTNERS III, LLC, a Delaware limited liability company (“Fund 3”) and, together with Fund 1 and Fund 2, the “Series A-4 Preferred Partners”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 5th, 2014 • Sun Communities Inc • Real estate investment trusts
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is made and entered as of July 30, 2014, by and among GREEN COURTE REAL ESTATE PARTNERS III, LLC, a Delaware limited liability company (the “Subscriber”), SUN COMMUNITIES, INC., a Maryland corporation (“SUI”), and SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“SCOLP”).
