CLAYTON UTZ

Fax No (02) 9347 0005

No of pages 36 (including this page)

9 November 2018

ASX Market Announcements Office

INA - Notice of Initial Substantial Holder

We act for Sun INA Equity LLC (Sun).

Please find attached a Form 603 - Notice of Initial Substantial Holder in respect of Sun's acquisition of stapled securities in the Ingenia Communities Group (INA).

Yours sincerely

Klay Brown Special Counsel +61 2 9353 4803 [email protected]

Attach Our ref 17060/80198152

and it a second world. Because is a complete conservational Representation regard it is accorded all because to recove

603 paga 1/2 15 July 2001
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Form 603 Corporations Act 2001

Notice of initial substantial holder

To Company Name/Scheme	ingenia Communities Group
ACN/AREN	Ingenia Communities Holdings Limited ACN 154 444 925, Ingenia Communities Fund ARSN 107 469 676, Ingenia Communities Management Trust ARSN 122 928 410
1. Datalls of substantial holder (1)
Name	Sun INA Equity LLC
ACN/ARSN (if applicable)	Not Applicable
The holder became a substantial holder on	07/11/18

Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Cleas of eecurities (4)	Number of securities ----	Parson's voles (5)	Voling power (6) $\cdots$
Fully Paid Stapled Securities	23.176.810 --	23.176.316	1e.es%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

ual dia eo imivita.
Holder of ralevant interest	Nature of relevant Interest (7)	Class and number of securities
Sun INA Equity LLC	Relevant Interest under section 608(1)(a) lof the Corporations Act in respect the Islapled securities acquired by Sun INA Requity LLO pursuant to the subscription agreement dated 7 November 2018 and lannexed to this notice as Annexure A.	23,170,816 fully paid stapled securities

4. Details of present registered holders

nivers of the securities referred to in paragraph 3 above are da follows: The pa

rsons reqistered as indicers of the secondar relevant to the below in application and the context. Registered holder of Holder of relevant Sacurities Interest		Person entitled to be regist ared as ho lder (8)	Class and number of securities
Bun INA Equily LLC	. ┯ Sun INA Equity LLC	Sun INA Equity LLC	23.176,816 tully paid stapled securities

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

יידיים שם שינון וסטונון וסטון. Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
Sun INA Equity LLC	l7 Novamber 2018	A\$74,664,462.44		23,178,816 fully paid istapled securities

	n in kansis the announcement of the state of the state of the state of the state of the state of the state of
		(ייַקְרוּ - מעניינגע (יווענגע באַמעניינגע באַמעניינגע באַמעניינגע באַמעניינגע באַמעניינגע באַמעניינגע באַמעניי דיין

				603 0800 2/2 15 July 2001
6. Associates		The reasons the parsons named in paragraph 3 above are seacclates of the substantial holder are as follows:
	Name and ACN/ARSN (if spplicable)	Natura of association
	See Annoxure B	Each body corporate referred to is an associate of Sun INA Equity LLC under section i 2 of the Corporations Act
7. Addresses	The addresses of persons named in this form are as follows:
	Nemo	Aduresa
	(Sun INA Equity LLO	27777 Franklin Road, Suite 200 Southtiald, MI 48034 USA

Signature


		Sun INA Equity LLO, by Sun Communities Operating Limited Partnership, its sole
	print name	member, by Sun Communities, Inc., its general partner, by Gary A. Shiftman, Ite CEO	OBDECKY
	sign here		dale	8/11/2018

		DIRECTIONS
(1)	clearly set out in paregraph 7 of the form.	if there are a number of substantial holders with similar or related relevent interests (eg. a corporation and its related corporations, or the manager and It using of an equity trust), the names could be included in an an they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is
(2)	See the definition of "associate" in acction 9 of the Corporations Act 2001,
$\left(3\right)$		See the definition of "relevent interest" in acctions 608 and 6718(7) of the Corporations Act 2001,
0		The voting shares of a company constitute one class unlass divided into asparate classes.
(5)	relevant interest in.	The lotst number of voles attached to all the voting shares in the company or voting interests in the scheme (if any) that the parson or an associate has a
(6)		The person's volas divided by the tolal volas in the body corporate or scheme multiplied by 100.
(7) $\langle 0 \rangle$	Include delails of:	any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any
$\left( n\right)$		document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must eccompany this form, together with a written statement certifying this contract, scheme or arrangement; and any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
		eccurities to which the ralevant interest relates (indicating clearly the particular securities to which the qualification applies).
(8)	Ses the definition of "relevant agreement" in section 9 of the Corporations Act 2001.	if the aubstantial holder is unable to determine the identity of the person (eg. if the relevant interset arises because of an option) write "unknown."

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Annexure A Subscription Agreement	ALC
This is Annexure "A" of 25 pages returned to in the Form 605 (Notice of Initial substantial holder), signed by me and detect 6 November 2015.

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Bigned: Sun (NA Equity/LLC; by Sun Communities Operating United Partnership,
its sole member, by Sun Communities, inc., its general partner,
by Gary A. Shiffman, its CEO

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Subscription Agreement

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ingenia Communities RE Limited as responsible entity for the Ingenia Communities Fund Ingenia Communities RE Limited as responsible entity for the Ingenia Communities Management Trust Ingenia Communities Holdings Limited Sun INA Equity LLC

Level 22 Waterfront Place 1 Eagle Streat Brisbane PO Box 7844 Waterfront Place QLD 4001 Australia DX 102 Brisbane T+61 7 3119 6000 F+61 7 3119 1000 minterellison.com

MinterEllison

Subscription agreement Project Impala

Details		4
	Agreed terms	6
1.	Defined terms & interpretation	6
1.1	Defined terms	6
1.2	Interpretation	10
1.3	Headings	10
2.	Condition precedent	10
2.1	Condition	10
2.2	Termination	11
З.	Subscription	11
3.1	Agreement to subscribe for the Subscription Securities	11
3.2	Application for Subscription Securities	11
4.	Completion	11
4.1	Time for Completion	11 11
4.2	Subscriber actions at Completion	11
4.3	Ingenia Communities actions at Completion	11
44	Simultaneous actions at Completion	12
5.	Obligations subsequent to Completion Ingenia Communities' obligations following Completion	12
5.1 5.2	Subscriber acknowledgements and covenants	13
5.3	Requisition of MeetIngs	13
6.	Dealing in Subscription Securities	13
6.1	Restriction In Dealings in Subscription Securities	13
6.2	Standstill	13
6.3	Exceptions	13
7.	Warranties	14
7.1	By each party generally	14
7,2	By Ingenia Communities	14
7.3	By the Subscriber	14
8.	Limitation of liability	14
8.1	Limited capacity	14 14
8.2	Liabilities	15
8.3	Limited rights to sue	15
8.4	Exceptions	15
8,5	Limitation on authority	15
9.	Notices	15
9.1	Service of notices Effective on receipt	15
9.2		15
10. 10.1	Amendment and assignment Amendment	15

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Subscription agreement
MinterEllison | Ref: 1219930

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10.2	Assignment	16
11.	General	16
11.1	Public Announcement	16
11.2	Governing law	16
11.3	Liability for expenses	16
11.4	Giving effect to this agreement	16
11.5	Variation of rights	16
11,6	Operation of this agreement	16
11.7	No merger	16
11.8	Counterparts	17
	Schedule 1 - Warranties	18
	Signing page	24

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Subscription agreement
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Details

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Date	7 November 2018
Parties
Name		Ingenia Communities RE Limited ACN 154 464 990 as responsible entity for the Ingenia Communities Fund ARSN 107 459 576
ABN		56 924 388 525
Short form name	ICF
Notice details	Level 9, 115 Pitt Street, Sydney NSW 2000
	Facsimile: Email: Attention:	02 8263 0500 [email protected] Natalle Kwok
Name		Ingenia Communities RE Limited ACN 154 464 990 as responsible entity for the Ingenia Communities Management Trust ARSN 122 928 410
ABN	99 296 784 351
Short form name	ICMT
Notice details	Level 9, 115 Pitt Street, Sydney NSW 2000
	Facsimile: Email: Attention:	02 8263 0500 [email protected] Natalie Kwok
Name ABN Short form name Notice detalls	92 154 444 925 ICHL Level 9, 115 Pitt Street,	Ingenia Communities Holdings Limited ACN 154 444 925
	Sydney NSW 2000
	Facsimile: Email: Attention:	02 8263 0500 [email protected] Natalie Kwok

$\sim 10^7$

Subscription agreement
MinterEllison [ Ref: 1219930

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Name	Sun INA Equity LLC
ACN
Short form name	Subscriber
Notice details	27777 Franklin Road, Suite 200
	Southfield, MI 48034 USA
	Facsimile: +1-248-864-0161
	Email: [email protected]
	Attention: Gary A. Shiffman

Background

ICF, ICMT and ICHL have agreed to issue the Subscription Securities and the Subscriber has
agreed to subscribe for the Subscription Securities on the terms of this agreement. $\pmb{\mathsf{A}}$

$\mathcal{A}$

Subscription agreement
MinterEllison | Ref: 1219930

Agreed terms

1. Defined terms & interpretation

$1.1$ Defined terms

In this agreement:

Affiliate has the meaning given to that term in Rule 501(b) under the US Securities Act and includes, in respect of any person any other person that directly or indirectly through one or more intermediaries controls or is controlled by, or is under common control with, the person specified (where "control" for the purposes of this definition means (including the terms "controlling", controlled by" and "under common control with") the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of securities, by contract or agency or otherwise)

AGM means the annual general meeting of Ingenia Communities held in the third quarter of 2018.

Asset Management Agreement means the 'Manufactured Home Estates - Asset Management Agreement' between Sungenia LandCo Pty Ltd as trustee for the Sungenia Land Trust and INA Operations Pty Ltd as trustee for INA Operations Management Trust dated on or about the date of this agreement.

Associate has the same meaning given to that term in section 12 of the Corporations Act.

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange, as appropriate.

ASX Listing Rules means the official listing rules of ASX as walved or modified in respect of Ingenia Communities.

Authorisation means the following and includes any renewal or amendment of them:

an authorisation, consent, declaration, exemption, notarisation or walver, however it is $(a)$ described; and
In relation to anything that could be prohibited or restricted by law if a Government Agency $(b)$ acts in any way within a specified period, the expiry of that period without that action being taken.

Boards means the boards of directors of ICHL and RE.

Business Day means:

for determining when a notice, consent or other communication is given, a day that is not $(a)$ a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which $(b)$ banks are open for general banking business in Sydney, Australia.

Cleansing Statement means a notice in relation to the Subscription Securities given by Ingenia Communities in accordance with section 708A(5)(e) and 1012DA(5)(e) of the Corporations Act which complies with sections 708A(6) and 1012DA(6) of the Corporations Act.

Completion means the completion of the subscription for, and issue of, Subscription Securities in accordance with this agreement, and Complete has a corresponding meaning.

Completion Date means 7 November 2018 or such other date as is agreed between ingenia Communities and the Subscriber.

Constitutions means the respective constitutions of Ingenia Communities Fund, Ingenia Communities Management Trust and ICHL.

Subscription agreement
MinterBillson | Raft 1219930

Control has the same meaning given to that term in the Corporations Act.

Controller has the same meaning given to that term in the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Deal means:

buy, sell, assign, transfer or otherwise dispose of, or agree or offer to sell, assign, transfer $(a)$ or otherwise dispose of:
create, or agree or offer to create, any Encumbrance In; $(b)$
enter into any option which, if exercised, enables or requires the Holder to buy, sell, $(0)$ assign, transfer or otherwise dispose of; or
$(d)$ do, or omit to do, or agree to do, or agree to omit to do, any act if the act or omission would have the effect of transferring, whether directly or indirectly, effective ownership or control of, or any interest in or economic benefit.

Development Management Agreement means the 'Manufactured Home Estates - Development Management Agreement, Australian Portfolio' entered into by Sungenia Development Pty Ltd and INA Development Management Pty Ltd on or about the date of this agreement.

Development Rights Agreement means the 'Manufactured Home Estates - Development Rights Agreement, Australian Portfolio' entered into by Sungenia Development Pty Ltd and Sungenia LandCo Pty Ltd as trustee for the Sungenia Land Trust on or about the date of this agreement.

Disposal Event means at any time after the Completion Date:

the Subscriber ceases to hold at least 23,176,816 Stapled Securities; or $(a)$
(Ы a Wind Down Notice has been given pursuant to clause 18 of the Securityholders Agreement.
Encumbrance means:
a security interest as defined in section 12 of the PPSA; $(a)$
$(b)$ any other mortgage, charge, pledge or lien; or
any other interest or arrangement of any kind that in substance secures the payment of $(c)$ money or the performance of an obligation or which gives a creditor priority over unsecured creditors in relation to any property.

Excluded Issue means an issue of Stapled Securities that Is:

a bona fide Issue under a security purchase plan or an employee or executive security $(e)$ plan or scheme; or
in consideration of the acquisition of assets by Ingenia Communities. $(b)$

Fully Diluted means on the basis that all securities issued by the Ingenia Communities Entities capable of conversion into components of Stapled Securities, other than employee incentive performance securities, have been fully converted.

Government Agency means:

a government or government department or other body: (a)
$(b)$ a governmental, seml-governmental or judicial person including a statutory corporation; or
a person (whether autonomous or not) who is charged with the administration of a law. $(c)$

Immediately Available Funds means bank cheque, or telegraphic or other electronic transfer of cleared funds.

Ingenia Communities means ICF, ICMT and ICHL and Ingenia Communities Entity means each of them.

Subscription agreement
MinterEilleon | Ref: 1219930

Insolvency Event means, in respect of a person:

$(a)$ an administrator being appointed to the person;
$(i)$ a Controller or analogous person being appointed to the person or any of the person's property;
an application being made to a court for an order to appoint a Controller, $($ ii) provisional liquidator, trustee for creditors or in bankruptoy or analogous person to the person or any of the person's property; or
an appointment of the kind referred to in subparagraph (ii) being made (whether or $(III)$ not following a resolution or application);
$(b)$ the person who has the benefit of an Encumbrance or any agent on its behalf, appointing a Controller or taking possession of any of the person's property (including seizing the person's property within the meaning of section 123 of the PPSA) or otherwise enforcing or exercising any rights under the Encumbrance or Chapter 4 of the PPSA;
the person being taken under section 459F(1) of the Corporations Act to have failed to $(c)$ comply with a statutory demand;
$(d)$ an application being made to a court for an order for its winding up;
$(e)$ an order being made, or the person passing a resolution, for its winding up;
$(f)$ the person:
suspending payment of its debts, ceasing (or threatening to cease) to carry on all $(i)$ or a material part of its business, stating that it is unable to pay its debts or being or becoming otherwise insolvent; or
being unable to pay its debts or otherwise insolvent; $(ii)$
the person taking any step toward entering into a compromise or arrangement with, or (g) assignment for the benefit of, any of its members or creditors;
a court or other authority enforcing any judgment or order against the person for the $(h)$ payment of money or the recovery of any property; or
any analogous event under the laws of any applicable jurisdiction, $(i)$

unless this takes place as part of a solvent reconstruction, amalgamation, merger or consolidation that has been approved by the Subscriber.

Major Transaction means the Issue by Ingenia Communities of Stapled Securities comprising not less than 5% of the Issued securities in any Ingenia Communities Entity, in a single or series of related transactions, but excludes:

a pro rata entitiement offer to all Stapled Security holders in which the Subscriber is given $(a)$ the opportunity to participate; and
a Placement in respect of which Ingenia Communities has complied with its obligations in $(b)$ clause 5.1(h), unless the Placement results in the issue to an SUI Competitor of Stapled Securities comprising not less than not less 5% of the issued securities in any ingenia Communities Entity, in a single or series of related transactions.

Operations Management Agreement means the 'Manufactured Home Estates - Operations Management Agreement, Australian Portfolio' entered into by INA Operations Pty Ltd as trustee for INA Operations Management Trust and Sungenia OpCo Pty Ltd as trustee for the Sungenia Operations Trust on or about the date of this agreement.

Placement means an issue of Stapled Securities other than:

a pro rata entitiement offer to all Stapled Security holders in which the Subscriber may $(a)$ participate;

Subscription soresment MinterEilison | Ref: 1219930

a bona fide issue under a distribution/dividend reinvestment plan; or $(b)$
an Excluded Issue. $(c)$

PPSA means the Personal Property Securities Act 2009 (Cth).

QIB means a 'qualified institutional buyer' as that term is defined in Rule 144A under the US Securities Act.

RE means Ingenia Communities RE Limited ACN 154 464 990.

SEC means the United States Securities and Exchange Commission.

Securityholders Agreement means the securityholders agreement, in relation to units in Sungenia Land Trust, shares in Sungenia LandCo Pty Ltd, units in Sungenia Operations Trust, shares in Sungenia OpCo Pty Ltd and shares in Sungenia Development Pty Ltd, dated on or about the date of this agreement.

Stapled Security means a fully paid ordinary unit in Ingenia Communities Fund stapled to a fully paid ordinary unit in Ingenia Communities Management Trust and an issued ordinary share in the capital of ICHL.

Subscriber Nominee means a director nominated by the Subscriber in accordance with clause $5.1(d)$ .

Subscription Price means \$74,564,452.44, being \$3.2172 for each Subscription Security.

Subscription Securities means 23,176,816 Stapled Securities.

Subsidiaries has the meaning given to that term in the Corporations Act.

SUI Competitor means any entity, or its Affiliates, that is engaged in the business of acquiring, owning, operating or developing manufactured housing or recreational vehicle communities in North America and at the time of determination owns no less than 50 manufactured housing communities and/ or recreational vehicle communities.

Third Party means a person other than the Subscriber or an Affiliate of the Subscriber.

Third Party Control Transaction means any bona fide transaction which would have the result, on implementation, of providing a Third Party with:

$(a)$ a Voting Interest in Ingenia Communities of 20% or more;
Control of Ingenia Communities: or $(b)$
a legal, beneficial or economic interest in or Control of more than 50% by value of the $\mathbf{(c)}$ business or property of Ingenia Communities.

Trading Day has the meaning given to that term in the ASX Listing Rules.

Transaction Documents means:

Securityholders Agreement; $(a)$
Development Rights Agreement; $(b)$
Development Management Agreement; $\left( c \right)$
$(d)$ Asset Management Agreement; and
Operations Management Agreement. (e)

US Exchange Act means the US Securities Exchange Act of 1934, as amended.

US Investment Company Act means the US Investment Company Act of 1940, as amended.

US Securities Act means the US Securities Act of 1933, as amended.

United States has the meaning given to that term in Rule 902(i) under the US Securities Act.

Subscription agreement MinterEillson | Ref: 1219930

Votting Power has the same meaning as in s610 of the Corporations Act.

Warranties means the warranties, undertakings and representations set out in Schedule 1 and Warranty has a corresponding meaning.

Wind Down Notice has the meaning given to that term in the Securityhoiders Agreement.

$1.2$ Interpretation

In this agreement, except where the context otherwise requires:

the singular includes the plural and vice versa, and a gender includes other genders; $(a)$
another grammatical form of a defined word or expression has a corresponding meaning; $(b)$
a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, $(c)$ or schedule or annexure to, this agreement, and a reference to this agreement includes any schedule or annexure;
a reference to a document or instrument includes the document or instrument as novated, $(d)$ altered, supplemented or replaced from time to time;
a reference to A\$, \$A, dollar or \$ is to Australian currency; $(e)$
$(f)$ a reference to time is to the time in Sydney Australia;
a reference to a party is to a party to this agreement, and a reference to a party to a $\langle 0 \rangle$ document includes the party's executors, administrators, successors and permitted assigns and substitutes;
$(h)$ a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
a reference to a statute, ordinance, code or other law includes regulations and other $(i)$ Instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
a word or expression defined in the Corporations Act has the meaning given to it in the $(i)$ Corporations Act:
the meaning of general words is not limited by specific examples introduced by including, $(k)$ for example or similar expressions;
a rule of construction does not apply to the disadvantage of a party because the party was $(1)$ responsible for the preparation of this agreement or any part of it; and
If a day on or by which an obligation must be performed or an event must occur is not a $(m)$ Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

$1.3$ Headings

Headings are for ease of reference only and do not affect interpretation.

$2.$ Condition precedent

$2.1$ Condition

This agreement (other than clauses 1, 2, 8, 9 and 11.1) will not be binding on the parties unless Ingenia Communities and the Subscriber or an Affiliate of the Subscriber have entered into the Transaction Documents.

Subsoription agreement MinterEillson | Ref: 1219930

$2.2$ Termination

Any party may terminate this agreement if the condition in clause 2.1 is not satisfied by the Completion Date. Termination under this clause will not affect any accrued rights at the time of termination.

3. Subscription

$3.1$ Agreement to subscribe for the Subscription Securities

The Subscriber agrees to subscribe for and pay the Subscription Price for the Subscription Securities, and Ingenia Communities agrees to issue the Subscription Securities to the Subscriber on the terms of this agreement.

$3.2$ Application for Subscription Securities

Execution of this agreement by the Subscriber constitutes an irrevocable:

$(a)$ application for the Subscription Securities;
consent to being named in the register of members of ICHL and the registers of $(b)$ unitholders of Ingenia Communities Fund and Ingenia Communities Management Trust in respect of the relevant Subscription Securities; and
consent to being bound by the Constitutions. $(c)$

4. Completion

4.1 Time for Completion

Completion must take place on the Completion Date at the offices of MinterEllison, Level 22, 1 Eagle St, Brisbane or at such other place agreed by Ingenia Communities and the Subscriber.

$4.2$ Subscriber actions at Completion

On the Completion Date, the Subscriber must pay the Subscription Price to Ingenia Communities in immediately Available Funds to a bank account notified by ingenia Communities to the Subscriber on or about the date of this agreement.

$4.3$ Ingenia Communities actions at Completion

On the Completion Date, but subject to the Subscriber first complying with clause 4.2, ingenia Communities must:

issue the Subscription Securities to the Subscriber; $(a)$
deliver to the Subscriber reasonable documentary evidence that the name of the $(b)$ Subscriber has been entered onto the register of members of the relevant Ingenia Communities Entity as holder of the securities comprising the Subscription Securities and instruct its registry to issue a holding statement to the Subscriber evidencing the holding of the Subscription Securities; and
cause ICF, ICMT and ICHL to each file and execute a form 8875 electing to be treated for $(a)$ US tax purposes as taxable Real Estate Investment Trust (REIT) subsidiary entities.

Simultaneous actions at Completion 4.4

In respect of Completion:

the obligations of the parties under this agreement are interdependent; and $(a)$

$(b)$ all actions required to be performed on the Completion Date will be taken to have occurred simultaneously on Completion.

Obligations subsequent to Completion 5.

$5.1$ Ingenia Communities' obligations following Completion

Ingenia Communities must:

as soon as practicable, but in any event within 2 Business Days, after the Issue of the $(a)$ Subscription Securities, apply for official quotation of the Subscription Securities on ASX and release an Appendix 3B to the ASX;
as soon as practicable, but in any event within 2 Business Days, after the issue of the $(b)$ Subscription Securities, deliver to the Subscriber a holding statement showing the Subscriber as the holder of the Subscription Securities;
as soon as practicable, but in any event within 5 Business Days, after the issue of the $(c)$ Subscription Securities, provide ASX with a Cleansing Statement in relation to the Subscription Securities;
as soon as practicable after the AGM, cause meetings of the directors of ICHL and of RE $(d)$ to be convened at which it will be resolved to appoint a Subscriber Nominee to the Boards, sublact to:
the Subscriber Nominee providing written consent to act as a director and signing $(1)$ a letter of appointment as a director acceptable to ICHL and RE, acting reasonably;
compliance with all applicable laws and requirements of Government Agencies; $(ii)$ and
compliance with all applicable policies charters and procedures of ingenia $(III)$ Communities.

and if a Subscriber Nominee resigns prior to any subsequent annual general meeting of Ingenia Communities (other than a retirement at the relevant annual general meeting as required by the constitution of ICHL or RE), then ingenia Communities must cause a replacement Subscriber Nominee to be appointed in accordance with this clause 5.1(d) unless, at the relevant time, a Disposal Event has occurred;

use reasonable endeavours to procure that the Boards, subject to their legal and fiduciary $(e)$ obligations, recommend the re-election of a Subscriber Nominee appointed under clause 5.1(d) at any subsequent annual general meeting of Ingenia Communities at which the Subscriber Nominee retires from the Board (pursuant to the constitution of ICHL and/or RE) and seeks re-election, unless, at the relevant time, a Disposal Event has occurred;
covenant that it will not permit either ICMT or ICHL to elect partnership tax status for US $(f)$ tax purposes;
$(q)$ notwithstanding clause 4.3(c), cause ICF (at the Subscriber's cost) to elect to be treated as a partnership for US tax purposes if the Subscriber reasonably forms the view that such election is necessary to protect the Real Estate Investment Trust (REIT) status of its Affiliate: and
during the period of 18 months following Completion, provide the Subscriber with an $(h)$ opportunity to participate in any Placement, on no less favourable terms than those offered to other persons, to at least the extent necessary to prevent its Voting Power being diluted to below 9.99%, subject to the Subscriber not being in breach of this agreement and compliance with all applicable laws and requirements of Government Agencies.

Subscription egreement
MinterEllison | Ref: 1219930

$5.2$ Subscriber acknowledgements and covenants

The Subscriber acknowledges that:

any director appointed under clause 5.1(d) will be subject to re-election at the next general $(a)$ meeting of Ingenia Communities following their appointment;
the Subscription Price will be apportioned between the securities comprising each Stapled $(b)$ Security in such manner as is determined by ingenia Communities in its absolute discretion but will be issued in compliance with the each relevant constitution and the Corporations Act; and
for so long as Subscriber Nominee is a director of ICHL and RE, the Subscriber will not $\circ$ Deal with any Stapled Securities in any closed period for the purposes of the Ingenia Communities Personal Trading Policy or any similar document or policy adopted by Ingenia Communities.

5.3 Requisition of Meetings

Unless a Third Party Control Transaction occurs, the Subscriber must not, either alone or together with other holders of Stapled Securities, requisition a meeting of holders of any of the securities comprising the Stapled Securities or call such a meeting or propose to move a resolution at such a meeting if the purpose of the meeting includes to vote on the removal of a director of ICHL or RE.

Dealing in Subscription Securities

$6.1$ Restriction in Dealings in Subscription Securities

Subject to clause 6.3, the Subscriber agrees that it will not Deal with the Subscription $(a)$ Securities during the period of 18 months following Completion, except as permitted by this clause 6.
Sublect to clause 6.3, following expiry of the period of 18 months following Completion, $(b)$ the Subscriber agrees to provide Ingenia Communities with reasonable notice of any intention to Deal with a material number of the Subscription Securities. The Subscriber will not be required to give any notice under this clause if a Disposal Event has occurred and the Subscriber Nominee ceases to be a director of ICHL and of RE.

$6.2$ Standstill

Subject to clause 6.3, the Subscriber agrees that it will not and must procure that its Affiliates do not do anything, or aid, abet, induce or act in concert with anyone, to do anything that would cause the Voting Power of the Subscriber in relation to Ingenia Communities to be more than:

9.9%, during the period of 3 months following Completion; or $\mathbf{r}^{\prime}$ $(a)$
13.49%, during the period of 18 months following Completion. (Ы

without the prior written consent of Ingenia Communities.

6.3 Exceptions

The restrictions in clauses 6.1 and 6.2 will not apply:

if the Subscriber obtains the prior written consent of Ingenia Communities; $(a)$
to a change in Voting Power as a result of a buyback or other capital management $(b)$ initiative undertaken by Ingenia Communities which results in a reduction in the number of Issued Stapled Securities:
$\langle 0 \rangle$ to a change in Voting Power as a result of the Subscriber:

Subscription sgreement
MinterEllison | Ref: 1219930

$(1)$

participating in a Placement pursuant to clause 5.1(h); $(II)$
as a result of anything the Subscriber is required to do by any applicable law; $(d)$
If Ingenia Communities announces to the market a Major Transaction; $(e)$
If ingenia Communities is the subject of a proposal which if substantially completed in 仍 accordance with its terms would reasonably be likely to result in a Third Party Control Transaction and the proposal has been announced to the market;
to a disposal of Stapled Securities to an Associate provided the Voting Power of the $(g)$ Subscriber does not change as a result of the disposal;
to an acquisition of Stapled Securities provided the Subscriber's Voting Power does not $(h)$ exceed the relevant limit imposed by clause 6.2 as a result of the acquisition; or
if, for any reason, the Transaction Documents are terminated or a Wind Down Notice has 亜 been given pursuant to clause 18 of the Securityholders Agreement,

and the Subscriber complies with all applicable laws and requirements of Government Agencies.

$7₁$ Warranties

$7.1$ By each party generally

Each party severally represents and warrants to the other party that each of the Warranties set out in Part 1 of Schedule 1 is true and correct and not misleading at the date of this agreement in respect of itself and will be so at all times before and including the Completion Date.

$7.2$ By Ingenia Communities

Each Ingenia Communities Entity severally warrants to the Subscriber that each of the Warrantles set out in Part 2 of Schedule 1 is true and correct and not misleading at the date of this agreement in respect of itself and will be so at all times before and including the Completion Date.

7.3 By the Subscriber

The Subsoriber warrants to Ingenia Communities that each of the Warranties set out in Part 3 of Schedule 1 is true and correct and not misleading at the date of this agreement and will be so at all times before and including the Completion Date.

Limitation of Ilability 8.

8.1 Limited capacity

RE enters into this agreement only in its capacity as responsible entity of the Ingenia Communities Fund and In its capacity as responsible entity of the Ingenia Communities Management Trust (in this clause, each a Trust) and in no other capacity.

Liabilities 8.2

A liability arising under or in connection with this agreement is limited to, and can be enforced against RE only to, the extent to which it can be satisfied out of the assets of the relevant Trust out of which RE is actually indemnified for the liability. This limitation of RE's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the

Subscription agreement MinterEllison | Ref: 1219930

relevant party in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement.

$8.3$ Limited rights to sue

No party may sue RE in a capacity other than as responsible entity of the relevant Trust, including to seek the appointment of a receiver (except in relation to property of the relevant Trust), a liquidator, an administrator, or similar person to RE or prove in any liquidation, administration or arrangement of or affecting RE (except in relation to property of the Trust).

8.4 Exceptions

This clause does not apply to any obligation or liability of RE to the extent that it is not satisfied because under the deed governing the relevant Trust or by operation of law there is a reduction in the extent of RE's indemnification out of the assets of the relevant Trust as a result of RE's fraud, negligence or breach of trust.

8.5 Limitation on authority

No attorney, agent, receiver or receiver and manager appointed in accordance with this agreement has authority to act on behalf of RE in a way which exposes RE to personal liability, and no act or omission of any such person is considered fraud, negligence or breach of trust of the relevant party for the purposes of clause 8.4.

$9.$ Notices

$9.1$ Service of notices

A notice, demand, consent, approval or communication under this agreement (Notice) must be:

in writing, in English and signed by a person duly authorised by the sender; and $(a)$
hand delivered or sent by prepaid post or electronic mall to the recipient's address for $(b)$ Notices specified in the Details, as varied by any Notice given by the recipient to the sender.

$9.2$ Effective on receipt

A Notice given in accordance with clause 9.1 takes effect when taken to be recelved (or at a later time specified in it), and is taken to be received:

if hand delivered, on delivery; $(a)$
if sent by prepald post, on the second Business Day after the date of posting (or on the $(b)$ seventh Business Day after the date of posting if posted to or from a place outside Australia);
If sent by electronic mail, when sent by the sender unless the sender receives a delivery $\mathcal{L}$ failure notification indicating that the email has not been delivered to the addressee,

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

$10.$ Amendment and assignment

$10.1$ Amendment

This agreement can only be amended or replaced by another document executed by the parties.

Subscription agreement
MinterEilison | Ref: 1219930

A party may only assign, encumber, declare a trust over or otherwise deal with its rights under this agreement with the written consent of the other party.

$11₁$ General

$11.1₁$ Public Announcement

The parties agree that they will not make any announcement in relation to the subject matter of this agreement except:

in a form agreed by the parties: or $(a)$
$(b)$ to the extent required by law, the rules of any stock or securities exchange or the order or any court provided that in such circumstances the disclosing party will use all reasonable endeavours to provide the other party with the opportunity to review and approve such announcement prior to its disclosure.

$11.2$ Governing law

This agreement is governed by the laws of the state of New South Wales, Australia. $(a)$
Each party submits to the non-exclusive jurisdiction of the courts of that state and of any $(b)$ court that may hear appeals from any of those courts, for any proceedings in connection with this agreement.

$11.3 -$ Liability for expenses

Each party must pay its own costs and expenses incurred in negotiating, preparing, executing and registering this agreement.

$11.4$ Giving effect to this agreement

Each party must do anything (including execute any document), and must ensure that its employees and agents do anything (including execute any document), that any other party may reasonably require to give full effect to this agreement.

11.5 Variation of rights

The exercise of a right partially or on one occasion does not prevent any further exercise of that right in accordance with the terms of this agreement. Neither a forbearance to exercise a right nor a delay in the exercise of a right operates as an election between rights or a variation of the terms of this agreement.

$11.6$ Operation of this agreement

$(a)$ This agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that sublect matter is replaced by this agreement and has no further effect.
Any right that a person may have under this agreement is in addition to, and does not $(b)$ replace or limit, any other right that the person may have.
Any provision of this agreement which is unenforceable or partly unenforceable is, where $(c)$ possible, to be severed to the extent necessary to make this agreement enforceable, unless this would materially change the intended effect of this agreement.

11.7 No merger

No provision of this agreement merges on or by virtue of Completion.

Subscription agreement MinterEllison | Ref: 1219930

11.8 Counterparts

This agreement may be executed in counterparts.

$\mathbf{A}$

$\ddot{\phantom{a}}$

Subscription agreement
MinterEllison | Ref: 1219930

Schedule 1 - Warranties

Part $1 - By$ each party generally

Each party provides the following representations and warranties to the other party:

1. (status - body corporate) - If it is a body corporate, It is a body corporate validly existing under the laws of its place of incorporation or establishment.
1. (status - trusts) - if it is trustee of a trust (in this paragraph, Trust):
it is the only trustee of the Trust and no action has been taken or is proposed to remove it $(a)$ as trustee of the Trust:
$(b)$ it is not in default under the terms of the Trust:
no action has been taken or proposed to terminate the Trust; $\langle c \rangle$
$(d)$ It enters into this agreement and the transactions evidenced by it for the proper administration of the Trust and for the benefit of all of the beneficiaries of the Trust; and
it and its directors and other officers have complied with their obligations in connection $(e)$ with the Trust in relation to its entry into this agreement and the transactions contemplated by this agreement.
(power) It has full legal capacity and power to: 3.
own its property and to carry on its business; and $(a)$
enter into this agreement and to carry out the transactions that it contemplates. $(b)$
1. (corporate authority) - It has taken all corporate action and obtained all third party approvals that are necessary or desirable to authorise its entry into this agreement and to carry out the transactions contemplated by this agreement.
1. (Authorisations) - It holds each Authorisation (and is complying with any conditions to which any Authorisation is subject) that is necessary or desirable to:
$(a)$ enable it to properly execute this agreement and to carry out the transactions that it contemplates:
ensure that this agreement is legal, valid, binding and admissible in evidence; and $(b)$
enable it to properly carry on its business as it is now being conducted. $(c)$
(agreements effective) This agreement constitutes its legal, valid and binding obligations. 6. enforceable against it in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors' rights generally), subject to any necessary stamping or registration.
1. (no contravention) - Neither its execution of this agreement nor the carrying out by it of the transactions that this agreement contemplates, does or will:
contravene any law to which it or any of its property is subject or any order of any $(a)$ Government Agency that is binding on it or any of its property;
materially contravene any Authorisation: $(b)$
contravene any material agreement binding on it or any of its property; $(c)$
If the party is a corporation, contravene its constitution; or $(d)$
$(e)$ require it to make any payment or delivery in respect of any financial accommodation before it would otherwise be obliged to do so.

Subscription agreement MinterEillson | Ref: 1219930

1. (not insolvent, no receiver) - An Insolvency Event has not occurred in respect of it.
1. (not unenforceable) – There is no circumstance which could make this agreement or any transaction contemplated by it void, voidable or unenforceable under any applicable law about Insolvency.

Part 2- By Ingenia Communities

Each Ingenia Communities Entity severally provides the following representations and warranties to the Subscriber:

(rights attaching to Subscription Securities) On their issue, the Subscription Securities 1. relating to it will be validly issued and rank on an equal footing in all respects with the then existing issued securities of the relevant ingenia Communities Entity; and
(no Encumbrances over Subscription Securities) On Issue of the Subscription Securities $\overline{2}$ . relating to it, the Subscriber will be the holder of those securities free from any Encumbrance or third party interest.
(number of Subscription Securities) On issue, the Subscription Securities will comprise З. 9.99% of the Stapled Securities on issue immediately following Completion (inclusive of the Subscription Securities) determined on a Fully Diluted basis.
$\overline{4}$ . (compliance with ASX Listing Rules) - The issue of the Subscription Securities will not breach ASX Listing Rule 7.1, or any other ASX Listing Rule.
1. (purpose of Issue) - it is not Issuing the Subscription Securities with the purpose of the Subscriber selling, transferring or otherwise issuing or transferring interests in the Subscription Securities.
6, (foreign private issuer and no substantial US market interest) -- Ingenia Communities is a "foreign private issuer" as defined in Rule 405 under the US Securities Act and there is no "substantial US market interest" as defined in Rule 902(j) under the US Securities Act in the Subscription Securities or any security of the same class or series as the Subscription Securities.
$\overline{7}$ . (no general solicitation or general advertising) – Ingenia Communities, its Affiliates, and each person acting on behalf of it or any of its Affiliates has not solicited offers for or offered to sell or sold, and will not solicit offers for or offer to sell or sell, Subscription Securities using any form of "general solicitation" or "general advertising" within the meaning of Ruie 502(c) under the US Securities Act or in any manner involving a public offering in the United States within the meaning of section 4(a)(2) of the US Securities Act.
(not an investment company) Ingenia Communities is not, and Immediately after giving effect 8. to the offer and sale of the Subscription Securities and the application of the net proceeds therefrom will not be, required to register as an "investment company" under the US Investment Company Act.

Part 3 – By the Subscriber

The Subscriber provides the following representations and warranties to Ingenia Communities:

(related party) it is not a related party (as that term is defined in the Corporations Act) of any 1. Ingenia Communities Entity.
(Investor status) it is a person who does not require a disclosure document in connection with $\overline{2}$ . the offer and issue of the Subscription Securities under Chapter 6D of the Corporations Act because of subsection 708(8) (sophisticated investors) or subsection 708(11) (professional investors) of the Corporations Act and as a wholesale client as defined in sections 761G or 761GA of the Corporations Act.

Subscription agreement MinterEillson | Ref: 1218930

(compliance with laws) It is in compliance with all relevant laws and will not cease to be in 4. compliance by performing its obligations under this agreement.
1. (publically available information) - it is aware that publicly available information about Ingenia Communities can be obtained from ASX (including from its website www.asx.com) and the Australian Securities and Investments Commission.
(anti-money laundering) Any subscription for the Subscription Securities subscribed for by it В, pursuant to this agreement will be done with funds that are from legitimate sources in connection with regular business activities, do not constitute the proceeds of orime as contemplated by the Proceeds of Crime Act 1987 or 2002 (Cth) and would not constitute a breach of the Anti-Money Laundering and Counter-Terrorism Financing Act 2008 (Cth), and it will be in compliance with the requirements of any equivalent laws or relevant obligations under anti-money laundering and counter-terrorism financing laws and regulations in the jurisdictions in which it is incorporated or carries on business to the extent that those laws apply to its subscription for the Subscription Securities.
1. (rellance) - At no time has:
Ingenia Communities, or any other person on behalf of it, communicated to the $(a)$ Subscriber: or
the Subscriber relied on. $(b)$

any representation, warranty, promise or undertaking in respect of the current or future financial performance or prospects of Ingenia Communities or otherwise;

(own enquiries) It has made its own enquiries and relied upon its own assessment of the 8. Subscription Securities and Ingenia Communities and has conducted its own investigation with respect to the Subscription Securities and Ingenia Communities and has decided to agree to subscribe for the Subscription Securities based on its own enquiries;
(no financial product advice) This agreement does not constitute financial product advice or a 9. recommendation to subscribe for the Subscription Securities and that in negotiating and entering into this agreement Ingenia Communities has not had regard to its particular objectives, financial situation and needs:
(experience in financial matters) An investment in the Subscription Securities and Ingenia $10.$ Communities involves a degree of risk, and it has considered those risks in deciding to subscribe for the Subscription Securities, and acknowledges that an investment in the Subscription Securities may result in the loss of its entire investment; and
(knowledge) it has such knowledge and experience in financial and business matters that it is 11. capable of evaluating the merits and risks of subscribing for, and acquiring, the Subscription Securities for itself and it has determined that the Subscription Securities are a sultable Investment for Itself, both in nature and value.
(FGI) it is not a 'foreign government investor' as defined in section 17 of the Foreign $12.$ Acquisitions and Takeovers Regulations 2016 (Cth).
(FIRB) On issue of the Subscription Securities, the interest of the Subscriber and its associates 13. in ingenia Communities will not equal or exceed 10%. In this paragraph, 'interest' and 'associate' have the meaning given in the Foreign Acquisitions and Takeovers Regulations 2015 (Cth).
(purpose of issue) It is not applying for issue of the Subscription Securities with the purpose of 14. the selling, transferring or otherwise issuing or transferring interests in the Subscription Securities.
(exemption from registration under the US Securities Act) it is aware and acknowledges 15. that, in connection with the offer and sale to it of the Subscription Securities, Ingenia Communities is relying on an exemption from registration under the US Securities Act provided by Section

Subscription agreement
MinterBillson | Ref: 1219930

4(a)(2) thereof. It understands that Ingenia Communities has no obligation or intention to register the Subscription Securities under the US Securities Act, and no obligation to comply with the requirements for any exemption or safe harbor from the registration requirements of the US Securities Act to facilitate resales of the Subscription Securities. It consents to Ingenia Communities making a notation on its records and/or giving instructions to any transfer agent for the Subscription Securities in order to implement and enforce the restrictions on transfer set forth and described in this agreement.

(no general solicitation, general advertising) It is not purchasing the Subscription Securities 16. as a result of any form of "general solicitation" or "general advertising" (within the meaning of Rule 502(c) under the US Securities Act).
$($ investor sophistication; non-reliance; suitability $) (i)$ it has such knowledge and experience 17. In financial and business matters that it is capable of evaluating the merits and risks (including for tax, legal, regulatory, accounting and other financial purposes) of its prospective investment in the Subscription Securities for itself and any Affiliate on whose behalf it is purchasing the Subscription Securities: (ii) It and any Affiliate on whose behalf it is purchasing the Subscription Securities is financially able to bear the economic risk of an investment in the Subscription Securities and has adequate means to provide for its current needs and other contingencies and to withstand the loss of the entire investment in the Subscription Securities and has no need for liquidity with respect to its investment in the Subscription Securities; (iii) It has determined that an investment in the Subscription Securities is suitable and appropriate for itself and any Affiliate on whose behalf it is purchasing the Subscription Securities, both in the nature and number of the Subscription Securities being acquired.
1. (no prospectus or product disclosure statement and Australian disclosure standards) - it acknowledges that the offering and issuance of the Subscription Securities are being made without the preparation and delivery of a prospectus or product disclosure statement under the Corporations Act, as permitted under the Corporations Act, or any other offering or disclosure document.

It further acknowledges that:

as an Australian entity with securities listed on ASX, Ingenia Communities is subject to $(a)$ Australian disclosure requirements and standards, including the continuous disclosure requirements of the Corporations Act and the ASX, and is required thereby to file certain information, including audited annual financial statements and unaudited interim financial statements, with the ASX, and that it may obtain copies of such documents filed with the ASX from the ASX website at www.asx.com.au;
the contents of such website have not been approved by ingenia Communities or any of $(b)$ its Affiliates, and that neither Ingenia Communities nor any of its Affiliates takes any responsibility for its contents;
the continuous disclosure requirements of the Corporations Act and the ASX are different $(c)$ from the periodic reporting and other information requirements of the US Securities Exchange Act and the SEC:
Ingenia Communities is not, and does not expect or intend to become, subject to the (d) periodic reporting and other information requirements of the US Exchange Act; and
Australian continuous disclosure requirements and standards are different from the $(e)$ periodic reporting and other information requirements of the United States.
(Investor review of Australian prospectus and Ingenia Communities' continuous disclosure 19. documents on ASX) - It acknowledges that it is aware of the information that Ingenia Communities has publicly disclosed with the ASX, including its annual results for the financial year ended June 30, 2018. It represents that it has had access to and reviewed such financial and other information concerning ingenia Communities and the Subscription Securities as it has deemed necessary or appropriate in order to make its own independent and informed investment decision to subscribe for and purchase the Subscription Securities, including the opportunity, at a

Subscription agreement MinterEilleon | Ref: 1219930

reasonable time prior to its purchase of the Subscription Securities, to ask questions and recelve answers from management of Ingenia Communities concerning Ingenia Communities and the terms and conditions of the Subscription Securities.

1. (own investigation, tax and PFIC considerations) - it, and each other person, if any, for whom It is acquiring any Subscription Securities, has conducted and relied entirely upon its own Investigation and assessment of, and sought any advice it deems necessary from its own advisors regarding, the Subscription Securities and Ingenia Communities Including, without Ilmitation, the United States federal, state and local income and other tax consequences of the purchase, ownership, and disposition of the Subscription Securities in light of its particular situation as well as any consequences arising under the laws of any other taxing jurisdiction. In addition, it acknowledges and confirms that it has made and relied entirely upon its own assessment as to whether, and the consequences to it if, any or all of ICF, ICMT and ICHL has been, are, continues to be, may be, or becomes a "passive foreign investment company" ("PFIC") as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") for United States federal income tax purposes. It acknowledges that it has not relied and will not rely to any degree upon ingenia Communities or its Affiliates for advice as to the PFIC status or any other tax consequences related to such investment, or the purchase, ownership or disposition of the Subscription Securities or for the preparation and filing of any tax returns and elections required or permitted to be filed by it in connection therewith. It further acknowledges and understands that an investment in a PFIC may result in adverse consequences for United States federal income tax purposes.
$21.$ (limitations on transfer)
It understands that the offer and sale of the Subscription Securities have not been, and $(a)$ will not be, registered under the US Securities Act and that the Subscription Securities can only be resold if such Subscription Securities are reoffered and resold by it in accordance with this agreement and (A) in an "offshore transaction" (as defined in Rule 902(h) under the US Securities Act) complying with Regulation S under the US Securities Act, including In regular brokered transactions on the ASX where neither Investor nor any person acting on its behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States, (B) in a transaction exempt from registration under the US Securities Act pursuant to Rule 144 thereunder (if available), (C) pursuant to an effective registration statement under the US Securities Act (which it acknowledges that Ingenia Communities has no obligation or intention to file or make available), or (D) to a person whom it reasonably believes is a QIB that is purchasing for Its own account or for the account of one or more other QIBs in a transaction meeting the requirements of Rule 144A under the US Securities Act, and in each of the cases (A) through (D), in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.
Except for the sale of Subscription Securities in regular brokered offshore transactions on $(b)$ the ASX complying with Regulation S under the US Securities Act, it agrees that it (or any Affiliate on whose behalf it is purchasing the Subscription Securities) will notify any person to whom any Subscription Securities are sold or otherwise transferred pursuant to Section 20(a)(B) or 20(D) of this agreement, prior to any such transfer, that such person will be bound by the provisions of Section 20(a) of this agreement to the extent they remain applicable.
It understands that the Subscription Securities issued pursuant to Section 4(a)(2) of the $\left($ US Securities Act will constitute "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act, and for so long as they remain restricted securities, It agrees not to deposit the Subscription Securities in any unrestricted American Depositary Receipt facility that has been or may be established with respect to the stapled securities of Ingenia Communities.

Subscription agreement
MinterEillson | Ref: 1219830

(no Governmental Approval) – it understands that the Subscription Securities have not been
approved or disapproved by the SEC or any other governmental authority or agency of any $22.$ jurisdiction.

Subscription agreement
MinterEilison | Ref: 1219930

Signing page

EXECUTED as an agreement.

Executed for and on behalf of Ingenia Communities RE Limited as responsible entity for the Ingenia Communities Management Trust by Its attorney Scott Cameron Noble under power of attorney in the presence of:

Signature of witness

Siggature of Scott Cameron Noble

KAREN ANNE LANDY Name of witness (print)

Executed for and on behalf of Ingenia Communities RE Limited as responsible entity for the Ingenia Communities Fund by Its attorney Scott Cameron Noble under power of attorney in the presence of:

Signature of witness

KAREN ANNE LANDY

Name of witness (print)

Executed for and on behalf of Ingenia Communities Holdings Limited by its attorney Scott Cameron Noble under power of attorney in the presence of:

Signature of witness

KAREN ANNE LANDY

Name of witness (print)

Signature of Scott Cameron Noble

Subscription agreement
MinterEltison | Ref; 1219930

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	7990 രണ്ടാണ് 1904 ല. രാജ്യം മന്ത്രമാണ് മാ രണങ്ങളെ സംസ്ഥാന ക്കാ ന്തര ങ്ങളെ അത്തില്ലെന്ന രാ ജ്യം കൂടിയും മന്ത്രി മുത്തുകളു

Executed by Sun INA Equity LLC, a Michigan limited liability company:

Signature of Chyer Executive Officer

Gary A. Shiffman Name of Citief Executive Officer

aubecription agreement
MinterEilson | Ruit, 1219930

$30/36$

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Field of Dreams Financing LLC, a Maryland limited liability company Field of Dreams Holding Company, LLC, a Maryland limited liability company
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Hidden Ridge An RV Community, LLC, a Michigan limited liability company Hidden Ridge RV Park Holding Company #1, LLC, a Michigan limited liability company
High Point Associates, L.P., 1 Delaware (imited partnership
High Point GP One LLC, a Michigan limited liability company Hill Country Boverage Co., LLC, a Texas limited liability company
Hill Country Resorts, LLC, a Texas limited liability company Hill Country Resorts SUS1, LLC, a Texas limited liability company
Hill Country Resorts SUB2, LLC, a Texes limited liability company
Hill Country TRS JV LLC, a Michigan limited liability company Hollday West Village Mobile Home Ferk, LLC, a Michigan limited liability company
Kerrville Camp-Resort, LLC, a Texas limited liability company
LaCosta Property, LLC, a Dalaware limited liability company Laksshore Landings, LLC, a Delaware limited liability company
Lazy River Resort, LLC, a New York limited liability company Lazy River TRS JV LLC, a Michigan limited liability company
Lelaure Village MHP Holding Company #1, LLC, a Michigan limited liability company
Leisure Village Mobile Home Park, LLC, a Michigan limited liability company LIW Limited Partnership, a Michigan limited partnership
Luray TRS JV LLC, a Michigan (imited liability company
Mapie Brook, L.L.C., an illinois limited liability company Meadowbrook Manager LLO, a Michigan limited liability company
Meadow Lake Davelopment Company LLO, a Michigan (imited liability company
Memphis TRS JV LLC, a Michigan limited liability company Miami Lakos GP One LLC, a Delaware limited liability company
Mismi Lakes Venture Associates LLC, a Delaware limited liability company MI-To-Jo Campground TRS JV LLC, a Michigan limited liability company
Mountain View Resorts, LLC, a Virginia limited liability compuny
National Home Communities, LLC, a Delaware limited liability company NHC-AZ101, LLC, a Delaware limited liability company
NHC-CA101, LLC, a Delaware limited liability company NHC-FL101, LLC, a Delaware limited liability company
NHC-FL102, LLC, a Delaware limited liability company
NHC-FL103, LLC, a Delaware limited liability company NHC-PL104, LLC, a Delaware limited (lability company
NHC-FL105, LLC, a Delaware limited liability company
NHC-FL108, LLC, a Delaware limited liability company NHC-FL107, LLC, a Delaware limited liability company
NHC-FL108, LLC, a Deleware limited liability company
NHC-FL108, LLC, a Delaware limited itability company NHC-PL110, LLC, a Delaware limited liability company
NHC-FL111, LLC, a Delaware limited liability company

$\bar{z}$

$\overline{\phantom{a}}$

$\left\langle \mathcal{L}{\mathcal{A}}\right\rangle {L_{\mathcal{A}}}\left\langle \mathcal{L}{\mathcal{A}}\right\rangle {L_{\mathcal{A}}}\left\langle \mathcal{L}{\mathcal{A}}\right\rangle {L_{\mathcal{A}}}\left\langle \mathcal{L}{\mathcal{A}}\right\rangle {L_{\mathcal{A}}}\left\langle \mathcal{L}{\mathcal{A}}\right\rangle {L_{\mathcal{A}}}\left\langle \mathcal{L}{\mathcal{A}}\right\rangle {L_{\mathcal{A}}}\left\langle \mathcal{L}{\mathcal{A}}\right\rangle {L_{\mathcal{A}}}\left\langle \mathcal{L}_{$	$\left{ \begin{array}{l} \left[ \begin{array}{cc} \mathcal{N}{\mathcal{M}} & \mathcal{N}{\mathcal{M}} \geq \mathcal{N}{\mathcal{M}} \end{array} \right] & \mathcal{N}{\mathcal{M}} \geq \mathcal{N}_{\mathcal{M}} \end{array} \right} \ . \end{array}$	$\label{eq:GNN} \text{GNN}(\mathcal{N},\mathcal{N},\mathcal{O},\mathcal{N}) \sim \text{Cov}(\mathcal{N},\mathcal{N}) \times \left{ \mathcal{N} \right}$	$\mathbf{W}$ , $\mathbf{V}$ is a second set of $\mathcal{S}$ , $\mathcal{S}$ , $\mathcal{S}$
	[Annexure B continued]

NHC-PL113, LLC, a Delaware limited liability company NHC-PL114, LLC, a Delaware limited liability company
NHC-FL115, LLC, a Delaware limited liability company
NHC-FL118, LLC, a Oelaware limited liability company NHC-FL117, LLC, a Delaware limited liability company
NHC-PL118, LLC, a Delaware limited liability company
NHC-FL119, LLC, a Delaware limited liability company NHC-FL120, LLC, a Delaware limited liability company
NHC-FL122, LLC, a Delaware limited liability company
NHC-FL123, LLC, a Delaware limited liability company NHC-FL124, LLC, a Delaware limited (lability company
NHC-FL125, LLC, a Delaware limited liability company
NHC-FL128, LLC, a Delaware limited liability company NHC-FL127, LLC, a Delaware limited lisbility company
NHC-FL128, LLC, a Delaware limited liability company
NHC-FL129, LLC, a Delaware limited liability company NHC-FL130, LLC, a Delaware limited liability company
NHC-FL130A, LLC, a Dalaware limited liability company
NHC-FL131, LLC, a Delaware limited liability company NHC-PL132, LLC, a Delaware limited liability company
NHC-FL133, LLC, a Defaware limited liability company
NHC-FL134, LLC, a Dalaware limited ilability company NHC-FL135, LLC, a Delaware limited liability company
NHC-FL136, LLC, a Delaware limited liability company
NHC-FL137, LLC, a Delaware limited liability company NHC-FL138, LLC, a Delaware limited liability company
NHC-FL139, LLC, a Delsware limited liability company
NHC-FL140, LLC, a Defaware limited liability company NHC-PL141, LLC, a Delaware limited liability company
NHC-FL142, LLC, a Delaware limited liability company
NHC-PL143, LLC, a Delaware limited liability company NHC-F1.144, LLC, a Delaware limited liability company
NHC-FL145, LLC, a Delaware limited liability company
NHC-FL201, LLC, a Delaware limited liability company NHC-FL202, LLC, a Delaware limited liability company
NHC-FL203, LLC, a Delaware (imited liability company NHC-PL204, LLC, a Dolaware limited liability company
NHC-FL205, LLC, a Delaware limited liability company
NHC-FL206, LLC, a Dolaware limited liability company NHC-FL207, LLC, a Delaware limited liability company
NHC-FL208, LLC, a Delaware limited liability company
NHC-PL209, LLC, a Delaware limited liability company NHC-FL210, LLC, a Delaware limited ilability company
NHC-FL212, LLC, a Delaware limited liability company
NHC-MA101, LLC, a Delaware limited liability company NHC-NC101, LLC, a Delaware limited liability company
NHC-NJ101, LLC, a Dalaware limited liability company
NHC-NJ102, LLC, a Delaware limited ilability company NHC-NJ103, LLC, a Delaware limited liability company
NHC-TX101, LLC, a Delaware limited liability company
NHC-TX102, LLC, a Delaware limited liability company NHG-TX103, LLC, a Dolaware limited liability company
NHC-TX104, LLC, a Delaware limited liability company
NHC Mezz Borrower LLC, a Delaware limited liability company Northgate Golden Valley, LLC, a North Carolina limited liability company
Northgato Ossipes, LLC, a New Hampshire limited liability company
Northgate Ossipee Storage, LLC, a New Hempshire limited liability company NRVC-Holding Co. LLC, a Delaware limited liability company
NRVC Valley Investment LLC, a Delaware limited liability company
Oak (sland Village MHP Holding Company #1, LLC, a Michigan limited liability company Osk Island Village Mobile Home Park, LLC, a Michigan Ilmited Ilability company
Oak Ridge, L.L.C., an Illinois limited liability company
Origen Financial Services LLC, a Delaware limited liability company (22.92% Interest) Palm Creak Holdings LLC, an Arizona limited liability company
Palm Key Village Holding, LLC, a Delaware limited liability company
Palm Key Village Park, LLC, a Delaware limited liability company Park Place Community, L.L.C., a Dolaware limited liability company
Park Royale MHP, L.L.C. a Delaware limited liability company
Pebble Creek Manager LLC, a Michigan limited liability company Pelican Bay Communities, LLC, a Delaware limited liability company
Pelican Commercial, LLC, a Delaware limited liability company
Pinebrook Village Mobile Home Park, LLC, a Michigan limited liability company Primo-Forest Partners, a Florida general partnership
Quarryville Resorts GP, LLC, a Michigan limited liability company
Quarryville Resorts, LP, s Pennsylvania limited partnership Quarryville TRS JV LLC, a Michigan limited liability company
Rancho Alipaz Owner LLC, a Michigan limited liability company
Rancho Alipaz Owner II LLC, a Michigan limited fisbility company Rancho Alipaz Owner III LLC, a Michigan limited liability company
R.E.Fund Newport, LLC, a Delaware limited liability company
River Haven Operating Company LLC, a Michigan limited liability company River Ranch Manager LLC, a Michigan limited liability company
River Ridge Equities LLC, a Michigan limited liability company River Ridge investments LLC, a Michigan limited liability company
Riverside Golf Course Community, L.L.C., a Delaware limited liability company
Riveralde Utilities, L.L.C., a Dalaware limited liability company Route 27 Associates, LTD., a Florida limited pertnership
Royal Palm Village, L.L.C., a Delaware limited lisbility company
Savanne Esgles Retreat, L.L.C., a Delaware limited lisbility company

(Annoxure B continued)
Savanna Landiord, L.L.C., a Delaware limited liability company
Savanna Links, L.L.C., a Delaware limited liability company Savanna Preserve, L.L.C., a Delaware limited liability company
Soa Breeze GP One LLC, a Michigan limited liability company
Sea Breeze Limited Partnership, a Delsware limited partnership Shaddix Communities, LTD., a Florida limited partnership
Sheffield MHP, LLC, a Michigan limited liability company
Sky Harbor Property, LLC, a Delaware limited liability company SNF Mezz 1 LLC, a Dalaware limited (lability company
SNF Property LLC, a Delaware limited ilability company
Southport Springs Holding, LLC, a Delaware limited liability company Southport Springs Park, LLC, a Delaware limited liability company
Southwood Village MHP Holding Company #1, LLC, a Michigan limited liability company Southwood Village Mobile Home Park, LLC, a Michigan limited liability company
SR East LLC, a Delaware limited liability company
SR Hunter's Crossing LLC, a Michigan limited liability company SR Silver Springs LLC, a Michigan limited liability company
SR West LLC, a Michigan limited liability company
SR West II LLC, a Michigan limited ilability company SSI Amalco Reel Estate Holdings Inc., a British Columbia unlimited Ilability company
SSI Cansda Property LP, a Delaware limitad partnership
SSI Mezz 1 LP, a Delaware limited partnership SSI Mezz 2 LP, a Delaware limited partnership
Stockton Delta Resort, LLC, a California limited ilability company
Stonebridge Manager LLC, a Michigan limited liability company Stonebrook Community, L.L.C., a Delaware limited liability company
Summit Ridge Manager LLC, a Michigan limited liability company Sun 49er Village RV LLC, a Michigan limited liability company
Sun ACQ LLC, a Michigan limited liability company
Sun Adirondack Gateway RV LLC, a Michigan limited liability company Sun AIOP GP LLC, a Delaware limited liability company
Sun Apple Creek LLC, a Michigan limited liability company
Sun Arbor Terrace LLC, a Michigan limited liability company Sun Arbor Woods, LLC, a Michigan limited liability company
Sun Archview RV LLC, a Michigan limited ilability company
Sun Ariana LLC, a Michigan limited liability company Sun Assignment, LLC, a Michigan limited ilability company
Sun Autumn Ridge Estates LLC, a Michigan limited liability company Sun Bear Lake RV One, LLC, a Michigan limited liability company
Sun Bell Orossing LLC, a Michigan limited ilability company
Sun Big Timber RV LLC, a Michigan limited liability company Sun Blazing Star LLC, a Michigan limited liability company
Sun Blueberry Hill LLC, a Michigan limited liability company
Sun Boulder Ridge LLC, a Michigan limited liability compeny Sun Boulder Ridge Vacant LLC, a Michigen limited ilsbility company
Sun Branch Creek LLC, a Michigan limited liability company
Sun Callente Sande, LLC, a Michigan limited liability company Sun Camelot Villa LLC, a Michigan limited liability company
Sun Candielight Village LLC, a Michigan limited liability company Sun Canyonianda RV LLC, a Michigan limited liability company
Sun Carrington Pointe LLC, s Michigan limited liability company
Sun Cave Creek LLC, a Michigan limited liability company SunChamp Holdings LLC, a Michigan limited liability company
SunChamp LLC, a Michigan limited liability company
Sun Cider Mill Crossings LLC, a Michigan limited liability company Sun Club Naples LLC, a Michigan limited liability company
Sun Cobus Green LLC, a Michigan limited liability company Sun Colony in the Wood GP LLC, a Michigan limited liability company
Sun Communities Acquisitions, LLC, a Michigan limited liability company
Sun Communities Finance, LLC, a Michigan limited liability company Sun Communities Financial LLC, a Michigan fimited (lability company
Sun Communities Funding GP L.L.C., a Michigan limited liability company Sun Communities Funding II LLC, a Michigan IImited (lebility company
Sun Communities Funding Limited Partnership, a Michigan limited partnership
Sun Communities Mezzanine Lender, LLC, a Michigan limited liability company Sun Communities Texas Limited Partnership, a Michigan limited partnership
Sun Communities Texas Mezzanine Lender Limited Partnership, a Michigan limited partnership
Sun Compass RV, LLC, a Michigan limited liability company Sun Continental North LLC, a Michigan limited liability company
Sun Countryside Atlants LLC, a Michigan limited liability company Sun Countryside Lake Lanier LLC, a Michigan limited liability company
Sun Cutler Estates LLC, a Michigan limited liability company
Sun Deerfield Run LLC, a Michigan limited lisbility company Sun Driftwood RV LLC, a Michigan limitad liability company
Sun Dunedin Motel LLC, a Michigan limited liability company Sun Esgle Crest LLC, a Michigan limited liability company
Sun Emerald Coast RV, LLC, a Michigan limited liability company
Sun Emerald Coast RV Storage, LLC, a Michigan limited liability company Sun Financial, LLC, a Michigan limited liability company
Sun Financial Texas Limited Partnership, a Michigan limited partnership
Sun Fisherman's Cove LLO, a Michigan limited ilability company Sun FM2016 LLC, a Dolaware limited liability company
Sun/Forest Holdings LLC, a Michigen limited liability company Sun/Forest LLC, a Michigan limited liability company
Sun Forest Meadows LLC a Michigan limited liability company
Sun Four Seasons LLC, a Michigan limited liability company Sun Gold Coaster LLC, a Michigan limited liability company

sun GP L.L.C., a Michigan limited liability company
Sun Grand Lake LLC, a Michigan limited liability company

ă.

$\begin{array}{c} 1/8 \ 1/2 \ 1/2 \end{array}$

$\ddot{\mathrm{t}}$ : ł ţ

$\blacksquare$ l,

$\bar{1}$

$\left{ \begin{array}{ll} \text{sign}(\mathcal{O}{\mathcal{P}}(\mathcal{O}{\mathcal{P}}(\mathcal{O}{\mathcal{P}}(\mathcal{O}{\mathcal{P}}(\mathcal{O}{\mathcal{P}}(\mathcal{O}{\mathcal{P}}(\mathcal{O}{\mathcal{P}}\mathcal{O}{\mathcal{P}})))\right) & \text{if $\mathcal{O}{\mathcal{P}}$} \text{ is a $\mathcal{O}{\mathcal{P}}(\mathcal{O}{\mathcal{P}}(\mathcal{O}{\mathcal{P}}(\mathcal{O}{\mathcal{P}}(\mathcal{O}{\mathcal{P}}(\mathcal{O}{\mathcal{P}}(\mathcal{O}{\math$ *Contractional Proper*
[Annexure B continued]
Sun Groves LLC, a Michigan limited liability company
Sun Gwinnatt LLC, a Michigan limited liability company Sun Gwynn's Island RV LLC, a Michigan limited liability company
Sun Gypsum Mill Development LLC, a Michigan limited liability company
Sun Gypsum Mill East LLC, a Michigan limited liability company Sun Gypsum Mill West LLC, a Michigan limited liability company
Sun Hamlin LLC, a Michigan limited liability company Sun Hatch Court LLC, a Michigan limited liability company
Sun Hawallan Holly LLC, a Michigan limited lisbility company Sun HG Limited Partnership, a Michigan limited partnership
Sun Holly Forcet LLC, a Michigan limited ilability company
Sun Hotel LLC, a Michigan limited ilability company Sun Hunters Gien LLC, a Michigan limited liability company
Sun Indian Creek LLC, a Michigan limited lisbility company Sun Indian Creak RV LLC, a Michigan limited liability company
Sun letand Lakes LLC, a Michigan limited liability company
Sun Jelly-Birchwood NY RV LLC, a Michigan limited liability company Sun Jelly-Larkspur CO RV LLC, a Michigan limited liability company
Sun Jelly-WNY RV LLC, a Michigan limited liability company Sun Kimberiy Estates LLC, a Michigan limited liability company
Sun King's Court II LLC, a Michigan limited liability company Sun Kings Lake LLC, a Michigan limited liability company
Sun Knellwood LLC, a Michigan limited liability company
Sun Lafayette Place LLC, a Michigan limited ilability company Sun La Hacienda RV LLC, a Michigan limited liability company
Sun Lake Josephine RV, LLC, a Michigan limited liability company Sun Lake Juliana LLC, a Michigan limited liability company
Sun Lake Leurie RV LLC, a Michigan limited liability company
Sun Lake San Marino LLC, a Michigan limited liability company Sun Lakeside Crossing LLC, a Michigan limited liability company
Sun Lakeview LLC, a Michigan limited liability company Sun Lazy J LLC, a Michigan limited liability company
Sun Lender RV LLC, a Michigan limited lisbility company Sun Life Associates Limited Partnership, an Arizona limited partnership
Sun Life Trailer Resort Limited Partnership, an Arizona limited partnership
Sun Liw GP LLC, a Michigan limited liability company Sun Meadowbrook FL LLC, a Michigan limited liability company
Sun Meadowlands Gibraltar LLC, a Delaware limited liability company Sun MHC Development LLC, a Michigan limited liability company
Sun Mosb Velley RV LLC, a Michigan limited liability company Sun Naples Gardens LLC, a Michigan limited liability company
Sun Newpoint RV LLC, a Michigan limited liability company
Sun NG LLC, a Michigan limited liability company Sun NG RV Resorts LLC, a Delaware limited liability company
Sun North Lake Estates LLC, a Michigan limited liability company Sun Northville Crossing LLC, a Michigan limited liability company
Sun Oakorest LLC, a Michigan limited liability company
Sun Oakerest II LLC, a Michigan limited liability company SUNOA, LLC, a Michigan limited liability company
Sun Oceanside Beschfront RV LLC, a Michigan limited liability company Sun Ocean Waat Expansion. LLC. a Michigan limited liability company
Bun Ocean West, LLC, a Michigan limited liability company Sun Orange City LLC, a Michigan limited liability company
Sun Orange Tree LLC, a Michigan limited liability company
Sun Paso Robles RV LLC, a Michigan limited liability company Sun Pecan Park RV LLC, a Michigan limited liability company
Sun Peters Pond RV LLC, a Michigan limited liability company Sun Peteskey RV Kampgrounds LLC, a Michigan limited itsbility company
Sun Petoskey RV, LLC, a Michigan limited liability company Sun Pheasant Ridge Limited Pertnership, a Michigan limited partnership
Sun Pine Hills LLC, a Michigan limited lisbility company
Sun Pine Ridge LLC, a Michigen limited flability company Sun Pine Trace Limited Partnership, a Michigan limited partnership
Sun Pony Express RV LLC, a Michigan limited liability company Sun Pool 1 LLC, a Michigan limited liability company
Sun Pool 3 LLC, a Michigan limited liability company Sun Pool 8 LLC, a Michigan limited liability company
Sun Rainbow RV LLC, a Michigan limited liability company
Sun Rancho Alipaz LLC, a Michigan limited liability company Sun Receivables LLC, a Delaware limited liability company
Sun Richmond Industrial LLC, a Michigan limited liability company Sun Richmond LLC, a Michigan limited liability company
Sun River Ridge II LLC, a Michigan limited liability company Sun River Ridge Limited Partnership, a Michigan limited partnership
Sun River Run Ranch RV LLC, a Michigan limited liability company
Sun Rock Crusher Canyon RV LLC, a Michigan (imited liability company Sun Rudgate Lender LLC, a Michigan limited itability company
Sun RV Sunset Lakes, LLC, a Michigan limited liability company Sun Saco RV LLC, a Michigan limited liability company
Sun Saddia Brook Limited Partnership, a Michigan limited partnership Sun Saddle Oak LLC, a Michigan limited liability company
Sun Sands Rosort LLC, a Michigen limited liability company
Sun Scio Farms LLC, a Michigan limited liability company Sun Sesport RV LLC, a Michigan limited liability company
Sun Seashore RV, LLC, a Michigan limited liability company Sun Secured Financing Houston Limited Partnership, a Michigan limited partnership
Sun Secured Financing LLC, a Michigan limited liability company Sunset Ridge Manager LLC, a Michigan limited liability company

$\overline{a}$

Sun Secured Financing GP, Inc., a Michigan corporation
Bun Texas QRS, Inc., a Michigan corporation
Bright Insurance Agency, Inc., a Michigan corporation
Carofroe Canada TRS Inc., an Ontario corporation
Hitching Post Recrea

$\mathsf{P}$

المسافية والمستوين والمتعارف والمتواطئ والمراوية المستوين


	[Annexure B continued]
Sun Slesta Bay Vacant LLC, a Michigan limited liability company Sun Sliver Creek RV Resort LLC, a Michigan limited liability company
Sun Silver Crosk RV Resort II LLC, a Michigan limited lisbility company Sun Silver Star LLC, a Michigan limited liability company
Sun Smith Creek Crossing LLC, a Michigan limited liability company Sun Southfork LLC, a Michigan limited liability company
Sun Springing LLC, a Michigan limited liability company Sun Sunlake Estates LLC, a Michigan limited lisbility company
Sun Sunset Beach RV LLC, a Michigan limited lisbility company Sun Sylvan Lender LLC, a Michigan limited liability company
Sun Tampa East, LLC, a Michigan limited liability company Sun The Colony LLC, a Michigan limited liability company
Sun Thunderhill II LLC, a Michigan limited liability company Sun Three Lakes LLC, a Michigan limited liability company		Þ
Sun TRS LL Castaways LLC, a Michigan limited liability company Sun Valley Arizona, L.L.C., a Delaware limited lisbility company
Sun Villa MHC LLC, a Michigan limited liability company Sun Vines RV LLC, a Michigan limited liability company
Sun Vista Del Lago LLC, a Delaware limited liability company Sun Wagon Wheel RV LLC, a Michigan limited lisbility company
Sun Westbrook Senior Village LLC, a Michigan limited liability company Sun Westward Ho RV LLC, a Michigan limited liability company
Sun Wild Acres RV LLC, a Michigan limited liability company Sun Windham Hills LLC, a Michigan limited liability company
Sun Wine Country RV LLC, a Michigan limited liability company Sun/York L.L.C., a Michigan limited liability company		×.
Sycamore Village MHP Holding Company #1, LLC, a Michigan limited liability company Sycamore Village Mobile Home Park, LLC, a Michigan limited liability company		۰,
Tamarac Village MHP Holding Company #1, LLC, a Michigan limited liability company Tamarac Village Mobile Home Park, LLC, a Michigan limited liability company
Three Ponds Resort, LLC, a New Hampshire limited liability company Thunderhill Estates, L.L.C., a Delaware limited liability company
Tower Park & Marine TRS JV LLC, a Michglan limited liability company Tower Park Restaurant, LLC, a California limited liability company
Vizcaya Lakes Communities, LLC, a Delaware limited liability company Warren Dunes Village MHP Holding Company #1, LLC, a Michigan limited liability company
Warren Dunes Village MHP, LLC, a Delaware limited liability company Waverly Shores Village II LLC, a Michigan limited liability company
Waverly Shores Village Mobile Home Park, LLC, a Michigan limited liebility company Westward Shores TRS JV LLO, a Michigan limited liability company
Wildwood Titleholder, LLC, a Dalaware limited liability company Windmill Village Holding, LLC, a Delaware limited lisbility company
Windmill Village Park, LLC, a Delaware limited liability company Windsor Woods Village MHP Holding Company #1, LLC, a Michigan limited liability company
Windsor Woods Village Mobile Home Park, LLC, a Michigan limited itability company WM Plamo Baach Holdings, LLC, a Delaware limited liability company
Woodlake Manager LLC, a Michigan limited liability company Woodlands Church Lake, L.L.C., a Delaware limited liability company
Sun Water Oak Expansion LLC, a Michigan limited liability company Sun Leaf Verde RV LLC, a Michigan limited itability company
SCF Manager Inc., a Michigan corporation Sun High Point QRS, Inc., a Michigan corporation
Sun QRS Gwinnelt, Inc., a Michigan corporation Sun QRS, Inc., a Míohigan corporation
Sun QRS Knottwood, Inc., a Michigan corporation Sun QRS Pool 1, Inc., a Michigan corporation
Sun QRS Pool 2, Inc., a Michigan corporation Sun QRS Pool 4, Inc., a Michigan corporation
Sun QRS Pool 8, Inc., a Michigan corporation Sun QRS Pool 9, Inc., a Michigan corporation
Sun QRS Pool 13, Inc., a Michigan corporation Sun QRS Pool A, Inc., a Michigan corporation
Sun QRS Pool B, Inc., a Michigan corporation Sun QRS Ridge, inc., a Michigan corporation
Sun QRS River Ridge, Inc., a Michigan corporation Sun QRS Sheffield, Inc., a Michigan corporation
Sun Sea Brecze QRS, Inc., a Michigan corporation Sun Secured Financing GP, Inc., a Michigan corporation
Sun Taxas QRS, Inc., a Michigan corporation Bright Insurance Agency, Inc., a Michigan corporation
Carefree Canada TRS Inc., an Ontario corporation Hitching Post Recreation, Inc., a Piorida corporation

35/36

остановители с пр уду 机中间接机构的网络印度州北方印刷把 чан олимпион (1982) 25 M M M M M M M M M M M M M
[Annexure B continued]
Sun TRS Castaways SPE, Inc., a Michigan corporation Sun Water Oak Golf, Inc., a Michigan corporation Wildwood Sales TRS, LLC, a Delsware limited liability company Sun Bear Commercial, LLC, a Michigan limited liability company Sun MA, LLC, a Michigan limited liability company Sun Park Owned Homes LLC, a Michigan limited liability company Sun Resort Amenities LLC, a Michigen limited liability company Sun TRS 49er Village LLC, a Michigan limited liability company Sun TRS Big Timber LLC, a Michigan limited liability company
Sun TRS Blazing Star LLC, a Michigan limited liability company Sun TRS Blue Heron Pines LLC, a Michigan limited lisbility company Sun TRS Buttonwood Bay LLC, a Michigan limited lisbility company Sun TRS Canyoniands LLC, a Michigan limited liability company Sun TRS Cava Robles LLC, a Michigan limited liability company Sun TRS Cypress Greens LLC, a Michigan limited liability company Sun TRS Driftwood LLC, a Michigan limited ilability company Sun TRS Fort Wheley LLC, a Michigan limited ilability company Sun TRS Frontier LLC, a Michigan limited liability company Sun TRS Gas Archview LLC, a Michigan limited liability company Sun TRS Gas Canyonlands LLC, a Michigan limited liability company
Sun TRS Gwynn's Island LLC, a Michigan limited liability company Sun TRS Hidden Ridge LLC, a Michigan limited liability company Sun TRS Hill Country LLC, a Michigan limited (lebility company Sun TRS Indian Creek FL LLC, a Michigan limited liability company Sun TRS Indian Creek LLC, a Michigan limited liability company Sun TRS Jelly-Birchwood NY LLC, a Michigan limited lisbility company Sun TRS Jelly-Larkspur CO LLC, a Michigan limited liability company Sun TRS Jelly-WNY LLC, a Michigan limited liability company Sun TRS La Hacienda LLC, a Michigan limited liability company Sun TRS Lake Laurie LLC, a Michigan limited liability company Sun TRS Lake Rudolph LLC, a Michigan limited lisbility company
Sun TRS LIW LLC, a Michigan limited liability company Sun TRS LL Southport Springs LLC, a Michigan limited liability company Sun TRS Moab Valley RV LLC, a Michigan limited lisbility company Sun TRS Newpoint LLC, a Michigan limited liability company. Sun TRS North Lake LLC, a Michigan limited ilability company Sun TRS Ocean Breeze LLC, a Michigan limited liability company Sun TRS Oceanside Beachfront LLC, a Michigan limited liability company Sun TRS Paim Creek LLC, a Michigan limited liability company Sun TRS Peters Pond LLC, a Michigan limited liability company Sun TRS Riverside LLC, a Michigan limited liability company
Sun TRS Rock Crusher Canyon LLC, a Michigan limited liability company Sun TRS Saco LLC, a Michigan limited liability compeny Sun TRS Sands RV LLC, a Michigan limited liability company Sun TRS Seaport LLC, a Michigan limited liability company Sun TRS Seashore LLC, a Michigan limited liability company Sun TRS Slesta Bay LLC, a Michigan limited liebility company Sun TRS Southport Springs LLC, a Michigan limited liability company Sun TRS Sun N Fun RV Resort LLC, a Michigan limited liability company Sun TRS Sunset Lakes LLC, a Michigan limited liability company Sun TRS The Hamptons LLC, a Michigan limited liability company
Sun TRS Vines LLC, a Michigan limited lisbility compeny Sun TRS Wagon Wheel LLC, a Michigan limited liability company Sun TRS Westward Ho LLC, a Michigan limited liability company Sun TRS Wild Acres LLC, a Michigan limited liability company Sun TRS Wine Country LLC, a Michigan limited liability company Sun Vacation Rentals LLC, a Michigan limited liability company

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INGENIA COMMUNITIES GROUP — Major Shareholding Notification 2018

65125_rns_2018-11-08_7bd23707-9bdb-4361-a304-242ff86442dc.pdf

CLAYTON UTZ

INA - Notice of Initial Substantial Holder

and it a second world. Because is a complete conservational Representation regard it is accorded all because to recove

Form 603 Corporations Act 2001

Notice of initial substantial holder

3. Details of relevant interests

4. Details of present registered holders

5. Consideration

Subscription Agreement

Subscription agreement Project Impala

Background

Agreed terms

1. Defined terms & interpretation

$1.1$ Defined terms

$1.2$ Interpretation

$1.3$ Headings

$2.$ Condition precedent

$2.1$ Condition

$2.2$ Termination

3. Subscription

$3.1$ Agreement to subscribe for the Subscription Securities

$3.2$ Application for Subscription Securities

4. Completion

4.1 Time for Completion

$4.2$ Subscriber actions at Completion

$4.3$ Ingenia Communities actions at Completion

Simultaneous actions at Completion 4.4

Obligations subsequent to Completion 5.

$5.2$ Subscriber acknowledgements and covenants

5.3 Requisition of Meetings

$6.1$ Restriction in Dealings in Subscription Securities

$6.2$ Standstill

6.3 Exceptions

$71$ Warranties

$7.1$ By each party generally

$7.2$ By Ingenia Communities

7.3 By the Subscriber

Limitation of Ilability 8.

8.1 Limited capacity

Liabilities 8.2

$8.3$ Limited rights to sue

8.4 Exceptions

8.5 Limitation on authority

$9.$ Notices

$9.1$ Service of notices

$9.2$ Effective on receipt

$10.$ Amendment and assignment

$10.1$ Amendment

$111$ General

$11.11$ Public Announcement

$11.2$ Governing law

$11.3 -$ Liability for expenses

$11.4$ Giving effect to this agreement

11.5 Variation of rights

$11.6$ Operation of this agreement

11.7 No merger

11.8 Counterparts

Schedule 1 - Warranties

Part $1 - By$ each party generally

Part 2- By Ingenia Communities

Part 3 – By the Subscriber

EXECUTED as an agreement.

More from INGENIA COMMUNITIES GROUP

INGENIA COMMUNITIES GROUP Major Shareholding Notification 2018

$7₁$ Warranties

$11₁$ General

$11.1₁$ Public Announcement