THIRTEENTH AMENDMENT TO THE
FOURTHAMENDEDANDRESTATEDAGREEMENTOFLIMITEDPARTNERSHIP OF
SUNCOMMUNITIESOPERATINGLIMITEDPARTNERSHIP
ThisThirteenthAmendmenttotheFourthAmendedandRestatedagreementof LimitedPartnershipofSunCommunitiesOperatingLimitedPartnership (this “Amendment”) is made and entered into on October 1, 2026 (the “Effective Date”), by SUN COMMUNITIES,INC.,aMarylandcorporation(the“GeneralPartner”),asthegeneralpartnerandowner of more than 50% of the Common OP Units of SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (the “Partnership”).
Recitals
A.Saint Lucia/Rowan Oak MHC, LLC (“Contributor”) and Sun ACQ II LLC, a subsidiary of the Partnership, entered into a Contribution Agreement, dated June 30, 2026, as amended (the “Contribution Agreement”), with respect to the Partnership’s indirect acquisition of Contributor’s interest in certain real property located in Eugene, Oregon, and other assets.
B.Pursuant to the Contribution Agreement, Contributor has contributed its interest in such real property and other assets (the “Contributed Assets”) indirectly to the Partnership in consideration for the issuance by the Partnership of Series M Preferred Units (defined below) and certain other consideration.
C.The General Partner desires to amend that certain Fourth Amended and Restated AgreementofLimitedPartnershipofSunCommunitiesOperatingLimitedPartnership,datedasofJanuary 31, 2019, as amended (the “Partnership Agreement”), as set forth herein. Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to it in the Partnership Agreement.
D.Article 13 of the Partnership Agreement authorizes the General Partner, as the holder of more than 50% of the Common OP Units, to amend the Partnership Agreement.
Now,therefore,inconsiderationoftheforegoing,ofthemutualpromisessetforthherein,and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to continue the Partnership and amend the Partnership Agreement as follows:
1.AdmissionofNewPartner.AsoftheEffectiveDate,Contributorhascontributed the Contributed Assets indirectly to the Partnership in exchange for, among other consideration, the issuance by the Partnership to Contributorof 283,126 Series M Preferred Units. AllSeries M Preferred Unitsissued to Contributor have been duly issued and fully paid. Contributor, by execution of a separate joinder to the Partnership Agreement, has agreed to be bound by all of the terms and conditions of the Partnership Agreement, as amended by this Amendment. Contributoris hereby admitted to thePartnershipasanewLimitedPartner.Exhibit Aof thePartnershipAgreement isherebydeletedinits entirety and is replaced with Exhibit Ato this Amendment.
2.Section6.1(a)(iii)ofthePartnershipAgreementisherebydeletedinitsentiretyand replaced with the following:
“(iii)Third, to the Partners, pro rata in proportion to the number of OP Units held by eachsuchPartnerasofthelastdayoftheperiodforwhichsuchallocationisbeingmade;provided, however,thattheProfitsallocatedtoanyPreferredOPUnits,SeriesA-1PreferredUnits,SeriesA- 3 Preferred Units, Series A-4 Preferred Units, Series C Preferred Units, Series D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units,SeriesIPreferredUnits,SeriesJPreferredUnits, SeriesKPreferredUnits, Series L Preferred Unitsand Series M Preferred Units pursuanttothis Section6.1(a)(iii)foranycalendaryearshallnotexceed theamount ofPreferredDividends,Series A-1PriorityReturn,SeriesA-3PriorityReturn,SeriesA-4PriorityReturn,SeriesCPriorityReturn, SeriesDPriorityReturn,SeriesEPriorityReturn,SeriesFPriorityReturn,SeriesGPriorityReturn, Series H Priority Return, Series I Priority Return, Series J Priority Return, Series K Priority Return, Series L Priority Return, and Series M Priority Return,respectively,thereonforthatcalendaryear,andanysuchexcessProfitsremainingafterthe application of suchlimitation shall be allocatedto the holders of the Common OP Units, prorata.”
3.Section 7.1(a) of the Partnership Agreement is hereby deleted in its entirety and replaced with the following:
“(a)DistributionsinrespectofOPUnits(otherthanCommonOPUnits)shallbemade at the times, in the amounts and in the priority provided in this Agreement, including, without limitation,Sections16.1,18.3,20.3,21.3,22.3,23.3,24.3,25.3,26.3,27.3,28.3,29.3, 30.3, 31.3, and 32.3ofthisAgreement.”
4.Section12.2(a)ofthePartnershipAgreementisherebydeletedinitsentiretyandreplaced with the following:
“(a)TheCapitalAccountsoftheholdersoftheOPUnitsshallbeadjustedtoreflectthemanner inwhichanyunrealizedincome,gain,lossanddeductioninherentinthePartnership’sproperty,whichhas not previously been reflected in the Partners’ Capital Accounts, would be allocated among the Partners if there were a taxable disposition of such property at fair market value on the date of distribution.Any resultingincreaseinthePartners’CapitalAccountsshallbeallocated,subjecttoSection6.2:(i)first,tothe holdersofthePreferredOPUnits,SeriesA-1PreferredUnitsandSeriesA-4PreferredUnitsinproportions and amounts sufficient to bring their respective Capital Account balances up to the amount of the Issue PricesoftheirrespectiveOPUnitsplusaccruedandunpaidPreferredDividends,SeriesA-1PriorityReturn and Series A-4 Priority Return, as the case may be, thereon; (ii) second, to the holders of the Series C PreferredUnitsinproportionsandamountssufficienttobringtheirrespectiveCapitalAccountbalancesup to the amount of the Series C Issue Price plus accrued and unpaid Series C Priority Return thereon; (iii) third, to the holders of the Series D Preferred Units in proportions and amounts sufficient to bring their respective Capital Account balances upto the amount of the Series D Issue Priceplus accrued and unpaid Series D Priority Return thereon; (iv) fourth, to the holders of the Series E Preferred Units in proportions andamountssufficient tobringtheir respectiveCapitalAccount balancesuptotheamount of theSeriesE Issue Price plus accrued and unpaid Series E PriorityReturnthereon; (v) fifth, to the holders of the Series F PreferredUnitsinproportions and amountssufficient to bringtheirrespective CapitalAccountbalances up totheamount of theSeries F Issue Price plusaccrued andunpaid Series F PriorityReturnthereon; (vi) sixth, to the holders of the Series G Preferred Units in proportions and amounts sufficient to bring their respective Capital
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Account balances upto the amount of the Series G Issue Priceplus accrued and unpaid SeriesGPriorityReturnthereon;(vii)seventh,totheholdersoftheSeriesHPreferredUnitsinproportions andamountssufficienttobringtheir respectiveCapitalAccount balancesuptotheamount oftheSeriesH Issue Price plus accrued and unpaid Series H Priority Return thereon; (viii) eighth, to the holders of the Series I Preferred Units in proportions and amounts sufficient to bring their respective Capital Account balances up to the amount of the Series I Issue Price plus accrued and unpaid Series I Priority Return thereon; (ix) ninth, to the holders of the Series J Preferred Units in proportions and amounts sufficient to bring their respective Capital Account balances up to the amount of the Series J Issue Price plus accrued and unpaid Series J Priority Return thereon; (x) tenth, to the holders of the Series K Preferred Units in proportions and amounts sufficient to bringtheir respective Capital Account balances up to the amount of the Series K Issue Price plus accrued and unpaid Series K Priority Return thereon; (xi) eleventh, to the holders of the Series L Preferred Units in proportions and amounts sufficient to bringtheir respective Capital Account balances up to the amount of the Series L Issue Price plus accrued and unpaid Series L Priority Return thereon; (xii) twelfth, to the holders of the Series M Preferred Units in proportions and amounts sufficient to bringtheir respective Capital Account balances up to the amount of the Series M Issue Price plus accrued and unpaid Series M Priority Return thereon; (xiii) thirteenth, to the holders of the Series A-3 Preferred Units in proportions and amounts sufficient to bring their respective CapitalAccountbalancesuptotheamountoftheSeriesA-3IssuePriceplusaccruedandunpaidSeriesA- 3 Priority Return thereon; and (xiv) fourteenth (if any), to the Common OP Units.
AnyresultingdecreaseinthePartners’CapitalAccountsshallbeallocated,subjecttoSection6.2:
(i)firsttotheholdersofCommonOPUnits,inproportionsandamountssufficienttoreducetheirrespective capital account balances to zero; (ii) second, to the holders of Series A-3 Preferred Units, in proportions andamountssufficient toreducetheirrespectivecapital account balancestozero;(iii)third, totheholders ofSeriesM PreferredUnits,inproportionsandamountssufficienttoreducetheirrespectivecapitalaccount balancestozero; (iv)fourth, totheholders ofSeriesLPreferredUnits,inproportionsandamountssufficienttoreducetheirrespectivecapitalaccount balancestozero; (v) fifth,totheholders ofSeriesKPreferredUnits,inproportionsandamountssufficienttoreducetheirrespectivecapitalaccount balancestozero;(vi)sixth,totheholdersofSeriesJPreferredUnits,inproportionsandamountssufficient to reduce their respective capital account balances to zero; (vii) seventh, to the holders of Series I Preferred Units,inproportionsandamountssufficienttoreducetheirrespectivecapitalaccountbalancestozero; (viii) eighth,totheholdersofSeriesHPreferredUnits,inproportionsandamountssufficienttoreducetheir respective capital account balances to zero; (ix) ninth, to the holders of Series G Preferred Units, in proportionsandamountssufficienttoreducetheirrespectivecapitalaccountbalancestozero; (x)tenth, to the holders of Series F Preferred Units, in proportions and amounts sufficient to reduce their respective capital account balances to zero; (xi) eleventh, to the holders of Series E Preferred Units, in proportions and amounts sufficient to reduce their respective capital account balances to zero; (xii) twelfth, to the holders of Series D Preferred Units, in proportions and amounts sufficient to reduce their respective capital account balances to zero; (xiii) thirteenth, to the holders of Series C Preferred Units, in proportions and amounts sufficienttoreducetheirrespectivecapitalaccountbalancestozero;(xiv)fourteenth,totheholdersofPreferred OPUnits,SeriesA-1PreferredUnitsandSeriesA-4PreferredUnits,inproportionsandamountssufficient to reduce their respective capital account balances to zero; and (xv) fifteenth, to the General Partner.”
5.Thedefinitionof“CommonStockFairMarketValue”setforthinArticle1(DefinedTerms) of the Partnership Agreement is hereby deleted in its entirety and replaced with the following:
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“’CommonStockFairMarketValue”shallmean,withrespecttoanySeriesA-1Exchange Date, Series A-3 Exchange Date, Series A-4 Exchange Date, Series C Exchange Date, Series D ExchangeDate,SeriesEExchangeDate,SeriesFExchangeDate,SeriesGExchangeDate,Series HExchangeDate,SeriesIExchangeDate,SeriesJExchangeDate, SeriesKExchangeDate, Series L Exchange Date or Series M Exchange Date,the average closing price of a REIT Share for the 10 consecutive trading days preceding such exchange dateontheprincipalnationalsecuritiesexchangeonwhichtheREITSharesarelisted or admitted to trading or, if not listed or admitted to trading on any national securities exchange, the average of the reported bid and asked prices during such 10 trading day period in the over the counter market as furnished by the National Quotation Bureau, Inc., or, if such firm is not then engaged in the business of reporting such prices, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the General Partner or, if the REIT Shares or securities are not publicly traded, the Common Stock Fair Market Value for such day shall be the fairmarketvaluethereofdeterminedjointlybytheGeneralPartnerandtheholder(s)ofthe OP Units that are exchanging such OP Unitsfor REIT Sharesor Common OPUnits;provided,however,thatifsuchpartiesareunabletoreachagreementwithinareasonable period of time, the Common Stock Fair Market Value shall be determined in good faith by an independentinvestment bankingfirmselectedjointlybytheGeneral Partnerandsuchholder(s)of OP Units or, if that selection cannot be made within five days, by an independent investment banking firm selected by the American Arbitration Association in accordance with its rules.”
6.ThefollowingnewdefinitionsareinsertedinArticle1(DefinedTerms)ofthePartnership Agreement so as to preserve alphabetical order:
“Series M Exchange Date” shall mean the date specified in a Series M Exchange Notice on which a Series M Preferred Partner proposes to exchange Series M Preferred Units for shares of the General Partner’s common stock; provided, however, that the proposed Series M Exchange Date (i) must be a Business Day, and (ii) may not be less than three Business Days, nor more than more than 15 Business Days, after the date such Series M Exchange Notice is delivered.
“Series M Exchange Notice” shall mean a written notice delivered by a holder of Series M Preferred Units to the Partnership of such holder’s election to exchange Series M Preferred Units for shares of the General Partner’s common stock. Each Series M Exchange Notice must specify the number of Series M Preferred Units to be exchanged and the proposed Series M Exchange Date.
“SeriesMIssuanceDate”shallmean October 1, 2026.
“Series M Preferred Partners” shall mean the holder or holders of Series M Preferred Units set forth on Exhibit A hereto, as it may be amended from time to time, and their respective successors and permitted assigns.
“SeriesMPreferredUnitDistributionPeriod”shallmeantheperiodfromandincluding theSeriesMIssuanceDateto,butexcluding,thefirstSeriesMPreferredUnitDistributionPayment Date, and each subsequent period from and including a Series M Preferred Unit Distribution PaymentDateto,butexcluding,thenextsucceedingSeriesMPreferredUnitDistributionPayment Date.
“SeriesMPreferredUnits”shallhavethemeaningsetforththereforinSection32.2 below.
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“SeriesMPriorityReturn”shallhavethemeaningsetforththereforinSection32.1 below.
“Series M Redemption Notice” shall mean a written notice delivered by a holder of Series M Preferred Units to the Partnership of such holder’s election to cause the Partnership to redeem Series M Preferred Units pursuant to Section 32.9 below. Each Series M Redemption Notice must specify the number of Series M Preferred Units to be redeemed and the proposed redemption date.
“Series M Redemption Price” shall mean a redemption price per Series M Preferred Unit equal to the Series M Issue Price plus any accrued but unpaid Series M Priority Return as of the redemption date of a Series M Preferred Unit.
7.The following new Article 32of the Partnership Agreement is inserted in the Partnership Agreement after Article 31thereof:
ARTICLE32.
SERIESMPREFERREDUNITS
Section32.1Definitions.Theterm“SeriesMParityPreferredUnits”shallmeanany class or series of OP Units of the Partnership now or hereafter authorized, issued or outstanding and expressly designated by the Partnership to rank on parity with the Series M Preferred Units with respect to distributions and rights upon voluntary or involuntary liquidation, winding-up or dissolutionofthePartnership.Theterm“SeriesMPriorityReturn”shallmeananamountequal totheSeriesMApplicableRatemultipliedbythestatedissuepriceof$100.00(the“SeriesMIssuePrice”)perSeriesMPreferredUnitperannum.Theterm“SeriesM ApplicableRate”shallmean, determined in each case on the basis of a 365 day year: (a) 3.20% per annum for the period from the Series M Issuance Date to the first anniversary of the Series M Issuance Date, (b) 3.40% per annum for the period from the first anniversary of the Series M Issuance Date to the second anniversary the Series M Issuance Date, and (c) 3.60% per annum after the second anniversary the Series M Issuance Date.
Section32.2Designation and Number.A series of OP Units in the Partnership designatedastheSeriesMPreferredUnits(the“SeriesMPreferredUnits”)isherebyestablished. The number of Series M Preferred Units shall be 283,126.
Section32.3 Distributions.
(a)PaymentofDistributions.
(i)Subject to the preferential rights of holders of any class or series of OP UnitsofthePartnershiprankingseniortotheSeriesMPreferredUnits,theholdersofSeries M Preferred Units will be entitled to receive, when, as and if declared by the Partnership acting through the General Partner, out of the Partnership’s available cash, cumulative preferential cash distributions in an amount equal to the Series M Priority Return.
(ii)All distributions shall be cumulative, shall accrue from the date of issuance, and will be payable quarterly (such quarterly periods for purposes of payment and accrual will be the quarterly periods ending on the dates specified in this sentence) in arrearsonMarch31,June30,September30andDecember31ofeachyear(eacha“SeriesM Preferred Unit DistributionPayment Date”), and will be computed on the basis of a
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365-day year.IfanySeriesMPreferredUnitDistributionPaymentDateisnotaBusiness Day, then payment of the distribution to be made on such date will be made on the next succeedingdaythatisaBusinessDay(andwithoutanyinterestorotherpaymentinrespect ofanysuchdelay).ThedistributionspayableonanySeriesMPreferredUnitDistribution Payment Date shall include distributions accrued to but not including such Series M PreferredUnitDistributionPaymentDate.DistributionspayableonanySeriesMPreferred Unitsshallbepro-ratedforthequarterinwhichtheSeriesMPreferredUnitsarefirstissued.
(b)Distributions Cumulative.Notwithstanding the foregoing, distributions on the Series M Preferred Units will accrue and be cumulative fromthe Series M Issuance Date, whether or not the terms and provisions set forth in the last sentence of this Section 32.3(b) at any time prohibit the declaration, setting aside for payment or current payment of distributions, whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized.No interest, or sum in lieu of interest, will be payable in respect of any distribution payment or payments on Series M Preferred Units which may be in arrears, and the holders of the Series M Preferred Units will not be entitled to any distributions, whether payable in cash, securities or other property, in excess of full cumulative distributions described above.Any distribution payment made on the Series M Preferred Units will first be credited against the earliest accrued but unpaid distribution due with respect to the Series M Preferred Units.No distributions on the Series M Preferred Units shall be authorized,declared,paidorsetapartforpaymentbythePartnershipatsuchtimeasthetermsand provisions of any agreement of the Partnership, including any agreement relating to its indebtedness,directlyorindirectlyprohibitauthorization,declaration,paymentorsettingapartfor payment or provide that such authorization, declaration, payment or setting apart for payment wouldconstituteabreachthereoforadefaultthereunder,orifsuchdeclaration,paymentorsetting apart for payment shall be restricted or prohibited by law.
(c)PriorityastoDistributions.
(i)Except as provided in Section 32.3(c)(ii) below, unless full cumulative distributions for all past Series M Preferred Unit Distribution Periods on the Series M PreferredUnitshavebeenorcontemporaneouslyareauthorizedandpaidorauthorizedand a sum sufficient for the payment thereof is set apart for such payment, no distributions (otherthaninCommonOPUnitsoranyotherclassorseriesofOPUnitsrankingjuniorto the Series M Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolution and winding up of the Partnership) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made on Common OP Unitsoranyother classes orseries of OP Unitsrankingjuniortoor on paritywiththe Series M Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution orwinding up ofthe Partnership nor shall any Common OP Units or any other classes or series of OP Units ranking junior to or on parity with the Series M Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolutionorwindingupofthePartnershipberedeemed,purchasedorotherwiseacquired for any consideration (or any amounts be paid to or made available for a sinking fund for the redemption of any such units) by the Partnership except: (1) by conversion into or exchange for Common OP Units or anyother classes or series of OP Units rankingjunior to the Series M Preferred Units as to distributions and as to the distribution of assets upon liquidation, dissolutionandwindingup ofthe Partnership,(2)byredemption,purchaseor otheracquisitionofCommonOPUnitsmadeforpurposesofanincentive,benefitorshare
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purchase plan for the General Partner, the Partnership or any of their respective subsidiaries, (3) for redemptions, purchases or other acquisitions of OP Units by the Partnershipinconnectionwiththe General Partner’spurchase of itssecuritiesfor thepurposeofpreservingtheGeneralPartner’squalificationasaREITforfederalincometax purposes, or (4) for any distributions by the Partnership corresponding to distributions by the General Partner required for it to maintain its status as a REIT for federal income tax purposes.Withrespecttothe Series M Preferred Units, all referencesin this Article 32to “pastSeries MPreferredUnitDistributionPeriods”shallmean,asofanydate,Series MPreferredUnitDistributionPeriodsendingonorpriortosuchdate,andwithrespecttoany other class or series of OP Units ranking on a parity as to distributions with the Series M Preferred Units, all references in this Article 32 to “past distribution periods” (and all similar references) shall mean, as of any date, distribution periods with respect to such other class or series of OP Units ending on or prior to such date.
(ii)When full cumulative distributions for all past Series M Preferred Unit DistributionPeriodsarenotpaidinfull(orasumsufficientforsuchfullpaymentisnotset apart)upontheSeries MPreferredUnitsandwhenfullcumulativedistributionsforallpast distributionperiodsarenotpaidinfull(orasumsufficientforsuchfullpaymentisnotset apart) upontheunitsof anyother Series M ParityPreferredUnitsrankingonaparityasto distributions with the Series M Preferred Units, then all distributions authorized on the Series M Preferred Units and any other outstanding classes or series of Series M Parity Preferred Units ranking on a parity as to distributions with the Series M Preferred Units shall be declared pro rata so that the amount of distributions authorized per unit on the Series MPreferredUnitsandsuchotherclassesorseriesofSeries MParityPreferredUnits ranking on a parity as to distributions with the Series M Preferred Units shall in all cases beartoeachotherthesameratiothat accumulatedandunpaiddistributionsperunit onthe Series MPreferredUnitsandsuchotherclassesorseriesofSeries M ParityPreferredUnits rankingonaparityastodistributionswiththeSeries MPreferredUnits(which,inthecase ofanysuchotherclassesorseriesofSeries MParityPreferredUnitsrankingonaparityas to distributions with the Series M Preferred Units, shall not include any accumulation in respect of unpaid distributions for past distribution periods if such other Series M Parity Preferred Units ranking on a parity as to distributions with the Series M Preferred Units does not have a cumulative distribution) bear to each other.
Section32.4LiquidationProceeds.
(a)Distributions. Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common OP Units or any other classes or series of OP Units ranking junior to the Series M Preferred Units as to distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership,theholdersofSeries MPreferredUnitsshallbeentitledtoreceiveanamountperSe Series M Preferred Unit equal to the Series M Issue Price plus any accrued but unpaid Series M Priority Return thereon (whether or not authorized or declared) to the date of payment in accordance with Article 12. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership,or proceedsthereof,distributableamongtheholdersofSeries M PreferredUnits shall be insufficient to pay the full preferential amount set forth in Article 12 and liquidating payments onanySeries MParityPreferredUnits,astothedistributionofassetsonanyliquidation,dissolution or winding up of the Partnership, then such assets, or the proceeds thereof, shall be distributed among the holders of Series M Preferred Units and any such other Series M
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Parity Preferred Units ratablyinaccordancewiththerespectiveamountsthatwouldbepayableonsuchSeries MPreferred UnitsandanysuchSeries M ParityPreferredUnitsifallamountspayablethereonwerepaidinfull.
(b)Notice. Written notice of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by (i) fax or email and (ii) by first class mail, postage pre-paid, not less than thirty (30) and not more than sixty(60)dayspriortothepaymentdatestatedtherein,toeachrecordholderoftheSeries M PreferredUnitsattherespectiveaddressesofsuchholdersasthesameshallappearonthetransfer records of the Partnership.
(c)NoFurtherRights.Afterpaymentofthefullamountoftheliquidatingdistributions towhichit isentitled,theholdersof Series M PreferredUnitswill havenoright or claimtoanyof the remaining assets of the Partnership.
(d)Consolidation, Merger or Certain Other Transactions.The voluntary sale, conveyance,lease,exchangeortransfer(forcash,sharesofstock,securitiesorotherconsideration) of all or substantially all of the property or assets of the Partnership to, or the consolidation or mergerorotherbusinesscombinationofthePartnershipwithorinto,anycorporation,trustorother entity(orof anycorporation,trustor other entitywithor intothePartnership)shall notbedeemed to constitute a liquidation, dissolution or winding-up of the Partnership.
Section32.5 Ranking
The Series M Preferred Units rank, with respect to rights to the payment of distributionsandthedistributionofassetsintheeventofanyvoluntaryorinvoluntaryliquidation, dissolution or winding up of the Partnership, (i) senior to all Common OP Units, Series A-3 PreferredUnitsandallotherOPUnitsotherthanOPUnitsreferredtoinclauses(ii)and(iii)ofthis sentence;(ii)onaparitywithallSeriesMParityPreferredUnitsand(iii)juniortoallPreferredOP Units, Series A-1 Preferred Units, Series A-4 Preferred Units, Series C Preferred Units, Series D PreferredUnits,SeriesEPreferredUnits,SeriesFPreferredUnits,SeriesGPreferredUnits,Series HPreferred Units,SeriesIPreferred Units,SeriesJPreferred Units, Series K Preferred Units, Series L Preferred UnitsandallotherOPUnits(nowexistingorhereafterarising)the termsof whichspecificallyprovidethat suchOPUnitsranksenior totheSeries MPreferredUnits with respect to rights to the payment of distributions and the distribution of assets in the event of any liquidation, dissolution and winding up of the Partnership.
Section32.6 VotingRights.
Holders ofthe Series M Preferred Units will not have any votingrights orright to consenttoanymatterrequiringtheconsentorapprovaloftheLimitedPartners.
Section32.7 TransferRestrictions.
TheSeries MPreferredUnitsshallbesubjecttotheprovisionsofArticle11ofthe Agreement;providedthattheGeneralPartnerherebyconsentstotheTransferofSeries MPreferred Units to any partner, member or other beneficial owner of any holderofSeries MPreferredUnits,subjecttocompliancewithSection11.3oftheAgreement.
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Section32.8 ExchangeRights.
(a)SeriesMPreferredUnits.EachholderofSeries MPreferredUnitsshallbeentitledtoexchangeSeriesMPreferredUnits,at such holder’s option, on the following terms and subject to the following conditions, as well the other terms, conditions and limitations set forth in this Agreement (including, without limitation, Section 11.3(a)(v) hereof):
(i)At any time after the Series M Issuance Date, subject to the terms of any lock-up agreement towhich a holder is aparty, each holder ofSeriesMPreferredUnitsat itsoptionmayexchange,ontheSeriesMExchangeDatedesignatedinitsSeries MExchangeNoticetothePartnership,eachofitsSeriesMPreferredUnitsfora number of REIT Shares equal to the quotient (the “Series M Exchange Rate”) obtainedbydividingtheSeriesMIssuePriceby$174.00(asitmaybeadjusted,the“Series M Conversion Price”); provided, however, that no Series M Preferred Units may be exchanged on any proposed Series M Exchange Date pursuant to this Section 32.8 unless at least 1,000 Series M Preferred Units, in the aggregate, are exchanged by oneormoreholdersthereofonsuchSeriesMExchangeDatepursuanttooneor more Series M Exchange Notices.Any holder of Series M Preferred Units that has delivered a Series M Exchange Notice to the Partnership may rescind such SeriesMExchangeNoticebydeliveringwrittennoticeofsuchrescissiontothe Partnership prior to the Series M Exchange Date specified in the applicable Series M Exchange Notice.
(ii)TheSeriesMConversionPrice(andthereforetheSeriesMExchangeRate) is subject to adjustment upon subdivisions, stock splits, stock dividends, combinations and reclassification of REIT Shares. The adjustment to the SeriesMConversionPrice(andthereforetheSeriesMExchangeRate) will be determined by the General Partner such thateachSeries M PreferredUnit will thereafterbe exchangeableintothekindandamountofshares of common or other capital stock havingequalrights and value to the number of REIT Shares which would have been received if the exchange had occurred immediately prior to the record date for such subdivision, stock split,stockdividend,combinationorreclassificationoftheREIT Shares.The General Partner shall provide notice of any such adjustment to the Series M Conversion Price to the holders ofSeries M Preferred Units in accordance with Section 32.12 below.
(iii)In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, combination, recapitalization,shareexchange,tenderofferforamajorityoftheGeneralPartner’scapital stock or sale of all or substantially all of the GeneralPartner’sassets), in each case as a result ofwhichtheREIT Shareswillbeconvertedintotherighttoreceivesharesofcapital stock, othersecuritiesor other property(includingcash or anycombination thereof),each Series M Preferred Unit will thereafter be convertible or exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder ofthatnumberofREIT SharesorfractionthereofintowhichoneSeriesMPreferred Unit was convertible or exchangeable immediately prior to such transaction.
(b)ProcedureforExchange.
(i)Anyexchangepursuanttothis Section32.8shallbeexercisedpursuanttoa deliveryof a SeriesMExchange Noticetothe Partnership bythe holder who is exercising
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such exchange right. The Series M Exchange Notice shall be delivered to the Partnership in accordance with Section 32.12 below.
(ii)Anyexchangepursuanttothis Section32.8 shallbeeffectiveasoftheclose ofbusinessontheSeriesMExchangeDate.TheholdersoftheexchangedSeries MPreferredUnitsshallbedeemedtohavesurrenderedthesametothePartnership,andthe Partnership shall be deemed to have issued the corresponding number of Common OP UnitsorothersecuritiesatthecloseofbusinessontheSeriesMExchangeDate.
(c)LimitationsonExchange.Notwithstandinganythingtothecontraryherein:
(i)upon tender of any Series M Preferred Units to the General Partner for REIT Shares pursuant to this Section, instead of issuing the requisite number of REIT Shares to the exchanging holder of Series M Preferred Units, the Partnership may elect to make a cash payment to the exchanging holder of Series M Preferred Units in an amount equal to the product of (i) the Common Stock Fair Market Value determined as of the Series M Exchange Date and (ii) the number of REIT Shares that would have been otherwise issued to the exchanging holder of Series M Preferred Units, for any reason or no reason, including to the extent necessary to prevent the recipient from violating the Ownership Limitations of Section 2 of Article VII of the Charter, or corresponding provisions of any amendment or restatement thereof;
(ii)a holder of Series M Preferred Units will not have the right to exchange Series M Preferred Units for REIT Shares if (1) in the opinion of counsel for the General Partner, the General Partner would no longer qualify or its status would be seriously compromised as a REIT under the Code as a result of such exchange; or (2) such exchange would, in the opinion of counsel for the General Partner, constitute or be likely to constitute a violation of applicable securities laws; and
(iii)the General Partner shall not be required to issue fractions of REIT Shares upon exchange of Series M Preferred Units. If any fraction of a REIT Share would be issuable upon exchange of Series M Preferred Units, the General Partner may, in lieu of delivering such fraction of a REIT Share, make a cash payment to the exchanging holder of Series M Preferred Units in an amount equal to the Common StockFair Market Value determined as of the Series M Exchange Date multiplied by such fraction of a Common OP Unit.
(d)Reservation of REIT Shares.The General Partner shall at all times reserve and keepavailableasufficientnumberofauthorizedbutunissuedREITSharestopermittheexchange of all oftheoutstandingSeries M PreferredUnitspursuant to this Section 32.8.
(e)PaymentofSeriesMPriorityReturn.OntheSeriesMPreferredUnitDistribution PaymentDatenextfollowinganySeriesM ExchangeDate,theholdersofSeriesMPreferredUnits that wereexchanged onsuch datepursuanttothis Section 32.8shall be entitledtoa cash payment from the Partnership in an amount equal to (i) a prorated portion of the Series M Priority Return, based onthe number of days elapsedfromthe prior SeriesMPreferred Unit Distribution Payment Datethrough,butnotincluding,theSeries MExchangeDate,less(ii)theamountofthedistribution or dividend, if any, paid to such holders on the securities into which the Series M Preferred Units were exchanged for the quarterly period in which the Series M Exchange Date
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occurred.For the avoidance of doubt, in no event will the Partnership be entitled to any payment from any such holder of Series M Preferred Units in the event that any such distribution or dividend described in clause (ii) of the foregoing sentence exceeds the prorated portion of the Series M Priority Return described in clause (i) of the foregoing sentence.
(f)Surrender of Certificates.In connection with any exchange under this Section 32.8, each holder of Series M Preferred Units with respect to which a SeriesMExchangeNoticehasbeendelivered andnotrescindedshall,prior totheapplicableSeriesMExchangeDate,surrendertothePartnershipanycertificatesrepresentingsuchSeries M Preferred Units (or certify to the Partnership that such certificates have been lost or destroyed). Notwithstandingtheforegoing,aholder’sfailuretotimelysurrenderanysuchcertificatesshallnot affect the exchange of such Series M Preferred Units, and after the Series M Exchange Date, as applicable, any such certificates shall be null and void.
Section32.9 Redemption Rights.
(a)Voluntary Redemption by Holder. Subject to the limitations in this Section 32.9, as well the other terms, conditions and limitations set forth in this Agreement (including, without limitation, Section 11.3(a)(v) hereof), upon or at any time after the first anniversary of the Series M Issuance Date, each holder of Series M Preferred Units may require the Partnership to redeem, for cash at the Series M Redemption Price, all or a portion, but not less than 1,000 Series M Preferred Units at any one time, of the Series M Preferred Units held by such holder. Unless the Partnership agrees otherwise in writing, any election to redeem Series M Preferred Units shall be irrevocable after delivery of a Series M Redemption Notice.
(b)Procedures for Redemption.
(i)To exercise its redemption right, a holder of Series M Preferred Units must deliver a Series M Redemption Notice, which shall designate a redemption date after the first anniversary Series M Issuance Date, not less than 60 days before the redemption date designated in the Series M Redemption Notice.
(ii)The Partnership will pay the Series M Redemption Price to such holder of Series M Preferred Units upon surrender of the Series M Preferred Units by such holder of Series M Preferred Units at the place designated by the Partnership. Unless the Partnership and such holder of Series M Preferred Units agree otherwise, the Partnership will pay the Series M Redemption Price in the same manner that the most recent distribution of Series M Priority Return was delivered to such holder of Series M Preferred Units. On and after the date of redemption, distributions will cease to accumulate on such holder’s Series M Preferred Units, unless the Partnership defaults in the payment of the Series M Redemption Price. If any date fixed for redemption of such holder’s Series M Preferred Units is not a Business Day, then payment of the Series M Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the Series M Redemption Price is improperly withheld or refused and not paid by the Partnership, distributions on such holder’s Series M Preferred Units will continue to accumulate from the original redemption date to the date of
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payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the Series M Redemption Price.
(iii)In connection with a redemption under this Section 32.9, each holder of Series M Preferred Units to be redeemed shall, prior to the redemption date designated in any applicable Series M Redemption Notice, surrender to the Partnership any certificates representing such Series M Preferred Units (or certify to the Partnership that such certificates have been lost or destroyed). Notwithstanding the foregoing, a holder’s failure to timely surrender any such certificates shall not affect the redemption of such Series M Preferred Units, and after the applicable redemption date, any such certificates shall be null and void.
Section32.10 No SinkingFund.
NosinkingfundshallbeestablishedfortheretirementorredemptionofSeriesM PreferredUnits.
Section32.11 StatusofReacquiredUnits.
All Series M Preferred Units which shall have been issued and reacquired in any manner by the Partnership shall be deemed cancelled and no longer outstanding.
Section32.12 Notices.
Any Series M Exchange Notice, Series M Redemption Notice or other notice or communication given or made pursuant to this Article 32 shall be in writing and shall be delivered by both email and nationally recognized overnight courier. Any such notice shall be deemed to have been delivered one day after deposit with a nationallyrecognizedovernightcourier,specifyingnextdaydelivery,withwrittenverificationof receipt. All such notices to the General Partner or Partnership shall be sent to:
SunCommunities,Inc.
27777FranklinRoad,Suite300
Southfield, Michigan 48034 Attn:TaxDepartment
Email: shogston@suncommunities.com and taxdept@suncommunities.com
orsuchotheraddressastheGeneralPartnerorPartnershipmayprovidewrittennoticeoftothe holdersofSeriesMPreferredUnits.
AllsuchnoticestoaholderofSeriesMPreferredUnitsshallbesenttothemostrecentemailand mailing address of such Series M Preferred Partner set forth in the books and records of the Partnership.
8.GoverningLaw.ThisAmendmentshallbeinterpretedandenforcedaccordingtothelaws of the State of Michigan.
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9.Full Force and Effect.Except as amended by the provisions hereof, the Partnership Agreementshallremaininfullforceandeffectinaccordancewithitstermsandisherebyratified,confirmed and reaffirmed by the undersigned for all purposes and in all respects.
10.Successors/Assigns.ThisAmendmentshallbebindinguponandshallinuretothebenefit of the Partnership, the Partners and their respective legal representatives, successors and assigns.
11.Copies.Reproductions(photographic,facsimileorotherwise)ofthisAmendmentmaybe made and relied upon to the same extent as though such reproduction was an original.
12.Number and Gender. Where necessary or appropriate to the construction of this Amendment, the singular and plural number, and the masculine, feminine and neuter gender shall be interchangeable.
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Inwitnesswhereof,theundersignedhasexecutedthisAmendmentasoftheEffectiveDate.
GENERALPARTNER:
SunCommunities,Inc.,aMarylandcorporation
By: /s/ Anastasiya Short
Name: Anastasiya Short
Title: Authorized Representative
[SignaturePagetoThirteenthAmendmenttoPartnershipAgreement]