Equity Lifestyle Properties, Inc. 3,162,069 Shares of Common Stock (Par Value $.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2011 • Equity Lifestyle Properties Inc • Real estate investment trusts • New York
Each of the parties listed on Schedule I hereto (each, a “Selling Stockholder” and together, the “Selling Stockholders”) proposes to sell to Goldman, Sachs & Co. (the “Underwriter”) the respective number of shares of Common Stock, $.01 par value (“Common Stock”) of Equity Lifestyle Properties, Inc., a Maryland corporation (the “Company”), set forth in Schedule I (said shares to be sold by the Selling Stockholders being hereinafter called the “Securities”). The Securities shall be comprised of (i) 1,708,276 shares of Common Stock currently owned by the Selling Stockholders (the “Existing Securities”) and (ii) 1,453,793 shares of Common Stock to be issued by the Company upon redemption by the Selling Stockholders of an equal number of shares of the Company’s Series B Subordinated Non-Voting Cumulative Redeemable Preferred Stock (the “Preferred Stock”), as contemplated in Section 5(i) of this Agreement (such shares of Common Stock to be issued by the Company upon redemption by the Selling
