0000950123-11-022157 Sample Contracts

Equity Lifestyle Properties, Inc. 8,000,000 Shares of 8.034% Series A Cumulative Redeemable Perpetual Preferred Stock (Liquidation Preference $25 per share) (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • March 4th, 2011 • Equity Lifestyle Properties Inc • Real estate investment trusts • New York

Wells Fargo Securities, LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated as Representatives of the several Underwriters c/o Wells Fargo Securities, LLC 301 S. College Street Charlotte, NC 28288

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EXCHANGE AGREEMENT BY AND AMONG BELAIR REAL ESTATE CORPORATION BELCREST REALTY CORPORATION BELMAR REALTY CORPORATION BELPORT REALTY CORPORATION BELROSE REALTY CORPORATION BELVEDERE EQUITY REAL ESTATE CORPORATION BELSHIRE REALTY CORPORATION BELTERRA...
Exchange Agreement • March 4th, 2011 • Equity Lifestyle Properties Inc • Real estate investment trusts • New York

THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2011 by and among Belair Real Estate Corporation, a Delaware corporation (“Belair”), Belcrest Realty Corporation, a Delaware corporation (“Belcrest”), Belmar Realty Corporation, a Delaware corporation (“Belmar”), Belport Realty Corporation, a Delaware corporation (“Belport”), Belrose Realty Corporation, a Delaware corporation (“Belrose”), Belvedere Equity Real Estate Corporation, a Delaware corporation (“Belvedere”), Belshire Realty Corporation, a Delaware corporation (“Belshire”), and Belterra Realty Corporation, a Delaware corporation (“Belterra” and, together with Belair, Belcrest, Belmar, Belport, Belrose, Belvedere and Belshire, the “Funds”), MHC Operating Limited Partnership, an Illinois limited partnership (the “Operating Partnership”), and Equity LifeStyle Properties, Inc., a Maryland corporation (the “Company”).

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