FIRST AMENDMENT TO OMNIBUS AGREEMENT

This First Amendment to Omnibus Agreement (“Amendment”) is entered into effective as of December 13, 2012, by and among ROBERT C. MORGAN and ROBERT MOSER (collectively, the “Principals”), each of the limited liability companies and corporations which are identified on Exhibit A attached hereto (the “Project Entities”), Ideal Private Resorts LLC, a New York limited liability company (“IPR”), SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“SCOLP”), and all of the entities set forth on Exhibit B attached hereto, as third party beneficiaries (the “Sun Purchasing Entities”).

A.    The Principals, Project Entities, IPR, SCOLP and Sun Purchasing Entities are parties to that certain Omnibus Agreement, dated December 9, 2012 (the “Agreement”), that pertaining to the contribution and purchase of certain recreational vehicle communities (each a “Project” and collectively, the “Projects”), all as more particularly described in the Agreement; and

B.    The parties desire to amend the Agreement pursuant to the terms and conditions set forth herein.

C.    All capitalized terms not otherwise defined herein shall be defined as set forth in the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.    All references throughout the Agreement to “Escrow Agent” are hereby amended to delete “First American Title Insurance Company” and replace with “Title Source, Inc.”

2.    Except as set forth herein, the Agreement remains unmodified and in full force and effect.

3.    This Amendment may be executed in any number of counterparts, and by separate parties hereon on separate counterparts, and all of such counterparts taken together shall constitute one and the same Amendment. This Amendment may be executed and delivered by facsimile. The section headings set forth in this Amendment are for convenience of reference only, and do not define, limit or construe the contents of such sections.

By: Morgan RMHC LLC, Managing Member

By:/s/ Robert C. Morgan

PETERS POND RV RESORT INC.

By:/s/ Robert C. Morgan

By:/s/ Robert C. Morgan

By: Morgan RMHC LLC, Managing Member

By:/s/ Robert C. Morgan

        

By:/s/ Robert C. Morgan