Exhibit 10.1


 





AGREEMENT


 


This AGREEMENT, dated
as of May 3, 2015 (this “Agreement”), is by and among CAMPUS CREST COMMUNITIES, INC., a Maryland corporation
(the “Company”), and CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P. ("Clinton"), on behalf
of itself and the entities and natural persons listed on Schedule A hereto (collectively, the “Clinton Group”)
(each of the Company and the Clinton Group, a “Party” to this Agreement and, collectively, the “Parties”).


 


WHEREAS, the Clinton
Group Economically Owns (as defined below) shares of common stock of the Company (the “Common Stock”) totaling,
in the aggregate, 1,026,582 shares, or approximately 1.6% of the issued and outstanding Common Stock; and


 


WHEREAS, the Company
and the Clinton Group have agreed that it is in their mutual interest to enter into this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


ARTICLE
I


REPRESENTATIONS


 


SECTION 1.1 Representations
and Warranties of the Clinton Group. Clinton, represents and warrants that (a) this Agreement and the performance by each member
of the Clinton Group of its obligations hereunder (i) has been duly authorized, executed and delivered by Clinton, and is a valid
and binding obligation of Clinton, enforceable against Clinton and the applicable members of the Clinton Group in accordance with
its terms, (ii) does not require approval by any owners or holders of any equity interest in any member of the Clinton Group (except
as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government,
the charter or other organizational documents of any member of the Clinton Group, as amended, or any provision of any agreement
or other instrument to which any member of the Clinton Group or any of its properties or assets is bound, or conflict with, result
in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument,
or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty
of any nature whatsoever pursuant to any such agreement or instrument, except for such conflicts, defaults, breaches, liens, charges,
restrictions, claims, encumbrances, adverse penalties or violations which would not, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the ability of Clinton or any applicable member of the Clinton Group to perform
its obligations hereunder, and (b) as of the date of this Agreement, the Clinton Group Economically Owns in the aggregate the number
of shares of Common Stock as is accurately and completely set forth (including, without limitation, as to the form of ownership)
on Schedule A hereto and no member of the Clinton Group or any of its Affiliates Economically Owns any other securities
of the Company.


 


SECTION 1.2 Representations
and Warranties of the Company. The Company represents and warrants that this Agreement and the performance by the Company of
its obligations hereunder (i) has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms, (ii) does not require the approval of the shareholders
of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter
or other organizational documents of the Company, as amended, or any provision of any agreement or other instrument to which the
Company or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give
rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement
or instrument, except for such conflicts, defaults, breaches, liens, charges, restrictions, claims, encumbrances, adverse penalties
or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the
ability of the Company to perform its obligations hereunder.


 






    	 



    	 



    

 


ARTICLE
II


COVENANTS


 


SECTION 2.1 Directors.


 


(a)Within three
(3) business days following the date of this Agreement, the Board of Directors of the Company (the “Board”)
shall in compliance with applicable law and the Company's governing documents (i) increase the size of the Board from six (6)
to eight (8) directors, (ii) appoint each of Raymond C. Mikulich and Randall Brown (together with any replacements therefor, the
“Director Designees”) as a director of the Company, and (iii) appoint Curtis B. McWilliams as a director of
the Company. At the Company’s 2015 annual shareholders’ meeting (the “2015 Annual Meeting”), which
the Company covenants and agrees to hold, unless otherwise agreed to by Clinton, no later than July 31, 2015, the Board will nominate
the Director Designees and Mr. McWilliams for election to the Board, will recommend in the Company’s definitive proxy statement
in connection with the 2015 Annual Meeting that the Company’s shareholders vote to elect the Director Designees and Mr.
McWilliams at the 2015 Annual Meeting and will solicit the vote of the Company's shareholders for the Director Designees and Mr.
McWilliams in the same manner as the other nominees of the Company standing for election as directors.
If during the Standstill Period Mr. McWilliams is unwilling or unable for any reason to serve as a director, the Clinton Group
and the Board shall mutually agree on a replacement director who qualifies as an “independent
director” for purposes of Section 303A of the Listed Company Manual of the New York Stock Exchange and the Board
shall appoint such director as promptly as practicable. If during the Standstill Period either of the Director Designees is unwilling
or unable for any reason to serve as a director, the Clinton Group shall have the right to submit the name of a replacement person
(the “Replacement”) who qualifies as an “independent director”
for purposes of Section 303A of the Listed Company Manual of the New York Stock Exchange, has relevant financial and business
experience to serve on the Board, and is otherwise reasonably acceptable to the Nominating
Committee of the Board. If the proposed Replacement is not accepted by the Nominating Committee, the Clinton Group shall
have the right to submit another proposed Replacement for consideration by the Nominating Committee. The Clinton Group
shall have the right to continue submitting the name of a proposed Replacement for consideration by the Nominating Committee until
the Nominating Committee approves that such Replacement may serve as a nominee for election as director or serve as a director
for the remainder of the term of such Director Designee, whereupon the Board shall appoint such director as promptly as practicable.
All references in this Agreement to one or more Director Designees shall include any Replacement of any such Director Designees.


 






    	 



    	 



    

 


(b)The Company
agrees that through the conclusion of the 2016 annual shareholders’ meeting (the “2016 Annual Meeting”),
if any Director Designee voluntarily resigns as a director of the Company, refuses to serve or is unable to serve as a director
of the Company for any reason including without limitation due to death or incapacity or due to any removal for cause, then the
Clinton Group shall have the right to submit the name of a Replacement who qualifies as an “independent director” for
purposes of Section 303A of the Listed Company Manual of the New York Stock Exchange, has relevant financial and business experience
to serve on the Board, and is otherwise reasonably acceptable to the Nominating Committee of the Board. If the proposed Replacement
is not accepted by the Nominating Committee, the Clinton Group shall have the right to submit another proposed Replacement for
consideration by the Nominating Committee. The Clinton Group shall have the right to continue submitting the name of a proposed
Replacement for consideration by the Nominating Committee until the Nominating Committee approves that such Replacement may serve
as a nominee for election as director or serve as a director for the remainder of the term of such Director Designee, whereupon
the Board shall appoint such director as promptly as practicable. For the avoidance of doubt, any replacement Director Designee
shall be subject to the Board’s good faith customary due diligence process, including review of a Directors’ and Officers’
questionnaire, background check and interviews.


 


(c)The Board and
the Company shall have no obligation to nominate any Director Designee for election at the 2016 Annual Meeting. No later than 10
business days prior to the first day of the advance notice period for shareholders to nominate directors for election at the 2016
Annual Meeting, the Company shall notify the Clinton Group if it determines to not nominate any of the Director Designees for election
at the 2016 Annual Meeting.


 


(d)For the avoidance
of doubt, the Clinton Group does not have any obligation to support the nomination of, or to vote for, any Director Designee (or
vote for or against any other matter) at the 2016 Annual Meeting.


 


(e)The Parties
acknowledge that the Company has separately agreed to nominate Jack McWhirter for election to the Board at the 2015 Annual Meeting.


 


(f)During the Standstill
Period, other than in connection with a good faith, arm's length acquisition or strategic transaction approved by the Transaction
Committee with an unaffiliated person in which the Company receives material cash infusion, the Company shall not increase the
size of the Board in excess of nine (9) members, and shall not decrease the size of the Board if such decrease would require the
resignation of one or more of the Director Designees or Mr. McWilliams, without the prior written consent of Clinton.


 


SECTION 2.2 Committees.


 


(a)Within three
(3) business days following the date of this Agreement, the Board shall reconstitute its existing Transaction Committee with responsibility
for evaluating financial and strategic alternatives and making recommendations to the full Board with respect to such financial
and strategic alternatives (the “Transaction Committee”). The Charter of the Transaction Committee shall
be as set forth in Exhibit A hereto, which Charter shall not be amended prior to the end of the Standstill Period without
the prior written consent of Clinton. The Transaction Committee shall be comprised of Mr. Mikulich, Mr. McWilliams and Mr. Rick
Kahlbaugh, and Mr. Mikulich shall be offered membership on the Transaction Committee (to the extent it is constituted) at all times
that he is serving on the Board. During the Standstill Period, the Company shall not increase the size of the Transaction Committee
in excess of three (3) members, and shall not decrease the size of the Transaction Committee if such decrease would require the
resignation of Mr. Mikulich, without the prior written consent of Clinton. In the event of the replacement of Mr. Mikulich on the
Board during the Standstill Period, Randall Brown or the replacement designee of Clinton as set forth in Section 2.1(b) shall be
promptly appointed to the committee seat vacated by Mr. Mikulich and shall have all of the rights set forth herein for Mr. Mikulich. The
Director Designees will receive the same compensation and equity awards as the other members of the Board and other members of
committees of the Board and shall have the option to receive elect to receive Transaction Committee compensation solely in the
form of equity awards.


 






    	 



    	 



    

 


(b)Within three
(3) business days following the date of this Agreement, the Board shall offer membership to each of the Director Designees to no
less than two (2) Committees of the Board (in the case of Mr. Mikulich, including the Transaction Committee). In the event of the
replacement of any Director Designee on the Board, the replacement designee of Clinton as set forth in Section 2.1(b) shall be
promptly offered membership to the committee seat vacated by such Director Designee. During the Standstill Period, each of
the Director Designees and their replacements shall be offered membership to serve on no less than two (2) Committees of the Board
(in the case of Mr. Mikulich, including the Transaction Committee).


 


SECTION 2.3 Participation
by Campus Evolutions in Strategic Review Process. As promptly as practicable following the date of this Agreement, and in any
event within five (5) business days, the Company shall invite Campus Evolution Villages, LLC (“CEV”) to participate
in the Company’s ongoing strategic review process, including, without limitation, by meeting with the Transaction Committee,
conditioned upon CEV’s execution and delivery of a confidentiality agreement on substantially the same terms as the form
of confidentiality agreement executed by other interested participants in the strategic review process.


 


SECTION 2.4 Voting Provisions.
During the Standstill Period, and other than at the Company’s 2015 Annual Meeting, each member of the Clinton Group shall
cause, and shall cause its respective Affiliates to cause, all shares of Common Stock or any rights, warrants, options or other
securities convertible into or exchangeable for shares of Common Stock or any other securities of the Company (such rights, warrants,
options or other securities, the “Other Securities”) for which they have the right to vote to be present for
quorum purposes and to be voted at any meeting of shareholders or at any adjournments or postponements thereof, and to consent
in connection with any action by consent in lieu of a meeting, (i) in favor of each director nominated and recommended by the Board
for election at any such meeting, (ii) against any shareholder nominations for director which are not approved and recommended
by the Board for election at any such meeting and against any proposals or resolutions to remove any member of the Board and (iii)
in accordance with the recommendation by the Board in accordance with the terms of this Agreement on all other proposals of the
Board set forth in the Company’s proxy statement (except that the Clinton Group and its Affiliates shall not be required
to vote its shares of Common Stock or Other Securities in accordance with the recommendations of the Board in connection with (A)
any extraordinary corporate transaction involving the Company or any of its Affiliates, including, a change of control transaction,
merger, reorganization, recapitalization, extraordinary dividend, liquidation or sale or transfer of all or substantially all the
Company’s assets or any other transaction the result of which is that the holders of the Common Stock of the Company immediately
prior to the consummation of such transaction would cease to own at least a majority of the issued and outstanding shares of common
stock of the resulting company (or, if such resulting company is a subsidiary, then the ultimate parent company), (B) approval
of a shareholder rights plan, (C) amendments to the Company’s articles of incorporation or bylaws that diminish shareholder
rights relative to the rights shareholders have with respect to the Company as of the date hereof, (D) new or amended equity incentive
compensation plans submitted for shareholder approval, (E) any other matter that restricts rights of shareholders or (F) any issuance
of securities of the Company (each an "Extraordinary Transaction")). Each member of the Clinton Group shall also
cause, and shall cause its respective Affiliates to cause, all shares of Common Stock or Other Securities for which they have the
right to vote to be present for quorum purposes and to be voted at the Company’s 2015 Annual Meeting or at any adjournments
or postponements thereof, in accordance with the recommendation by the Board with respect to the election of Mr. McWhirter, Mr.
McWilliams, the Director Designees and each of the Board’s nominees that is currently an incumbent director for election
to the Board, and ratification of the Company’s independent registered public accounting firm. Not later than one (1) business
day prior to such meeting of shareholders, each member of the Clinton Group shall vote in accordance with this Section 2.4 and
shall not revoke or change any such vote in accordance with the terms of this Agreement unless such revocation or change is recommended
by the Board.


 






    	 



    	 



    

 


SECTION 2.5Actions
by the Clinton Group. Clinton, on behalf of itself and each member of the Clinton Group, agrees that, during the Standstill
Period, and subject to any rights granted to Clinton or members of the Clinton Group in this Agreement, it shall not, and shall
cause its Affiliates not to, unless specifically requested or authorized in writing by a resolution of the Board, directly or indirectly


 


(a)form, join,
or in any other way participate in, a “partnership, limited partnership, syndicate or other group” within the meaning
of Section 13(d)(3) of the Exchange Act with respect to the Common Stock or Other Securities or otherwise act in concert with
any person in respect of such securities, or deposit any shares of Common Stock or Other Securities in a voting trust or similar
arrangement, or subject any shares of Common Stock or Other Securities to any voting agreement or pooling arrangement, or grant
any proxy, designation or consent with respect to any shares of Common Stock or Other Securities (other than to a designated representative
of the Company pursuant to a proxy or consent solicitation on behalf of the Board), other than solely
with one or more Affiliates or Associates (other than portfolio or operating companies) of the Clinton Group (it
being understood that the holding by persons or entities of shares of Common Stock or Other Securities in accounts or through
funds not managed or controlled by the Clinton Group or any Affiliate or Associate of
the Clinton Group shall not give rise to a violation of this Section 2.5(a) solely by virtue of the fact that such persons or
entities, in addition to holding such securities in such manner, are investors in funds and accounts managed by the Clinton Group
or any of its Affiliates or Associates and, in their capacity as such, are or
may be deemed to be members of a “group” with the Clinton Group within the meaning of Section 13(d)(3) of the Exchange
Act with respect to the Common Stock or Other Securities; provided there does not exist as between such persons or entities, on
the one hand, and any member of the Clinton Group or any of its Affiliates or Associates,
on the other hand, any agreement, arrangement or understanding with respect to any action that would otherwise be prohibited by
this Section 2.5);


 






    	 



    	 



    

 


(b)solicit
proxies, designations or written consents of shareholders, or conduct any binding or nonbinding referendum with respect to Common
Stock or Other Securities, or make or in any way participate in any “solicitation” of any “proxy” within
the meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act (but without regard to the exclusion set forth in Rule
14a-1(l)(2)(iv) from the definition of “solicitation”) to vote any shares of Common Stock or Other Securities
with respect to any matter, or become a “participant” in any contested solicitation for the election of directors
with respect to the Company (as such terms are defined or used in the Exchange Act and the Rules promulgated thereunder), other
than solicitations or acting as a “participant” in support of the recommendations of the Board;


 


(c)(i) seek to
call, request the call of, or call a special meeting of the shareholders of the Company, or make or seek to make a shareholder
proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting of the shareholders of the Company
or in connection with any action by consent in lieu of a meeting, (ii) make a request for a list of the Company’s shareholders,
(iii) seek election to the Board or seek to place a representative on the Board (other than as expressly set forth in Section 2.1),
(iv) seek the removal of any director from the Board, (v) publicly make any recommendation with respect to the voting of any Common
Stock or Other Securities of the Company, (vi) make any recommendation to any other shareholder of the Company to vote contrary
to the recommendation of the Board on any matter presented to the Company’s shareholders for their vote, (vii) publicly seek
any change in the composition of the Board, including any plans or proposals to change the number or term of directors or to fill
any vacancies on the Board or (viii) otherwise acting alone or in concert with others, seek to control the governance or policies
of the Company;


 


(d)propose, seek
to propose, offer or participate (other than to the extent and on the same basis as shareholders of the Company may participate)
in (i) any effort to acquire the Company or any of its subsidiaries or any material assets or operations of the Company or any
of its subsidiaries, (ii) any effort to engage in a transaction or enter into any agreement that would result in Economic Ownership
by any person or entity (whether or not a member of the Clinton Group) or group (as defined in Section 13(d)(3) of the Exchange
Act) of more than 10% of the outstanding shares of Common Stock at any time or outstanding voting power of the Company at any time,
(iii) any tender offer, exchange offer, merger, acquisition, share exchange or other business combination or “change in control”
(as such term is used in Item 6 of Schedule 14A) transaction involving the Company or any of its subsidiaries, (iv) any recapitalization,
restructuring, liquidation, disposition, dissolution or other extraordinary transaction involving the Company, any of its subsidiaries
or any material portion of their businesses or (v) arrange, or in any way participate in, any financing for the purchase by any
person of shares of Common Stock or any Other Securities, assets or businesses of the Company or any of its Affiliates;


 






    	 



    	 



    

 


(e)publicly disclose,
or cause or facilitate the public disclosure (including without limitation the filing of any document or report with the SEC or
any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose,
plan or proposal to obtain any waiver, consent under, or amendment of, any of the provisions of Section 2.4 or Section 2.5, or
otherwise bring any action or otherwise act to contest the validity or enforceability of any provision of this Agreement;


 


(f)make or issue
or cause to be made or issued any public disclosure, announcement or statement (including without limitation the filing of any
document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities
analyst) (i) in support of any solicitation described in paragraph (b) above (other than solicitations on behalf of the Board),
(ii) in support of any matter described in paragraph (c) above, (iii) concerning any potential matter described in paragraph (d)
above; or


 


(g)enter into any
discussions, negotiations, agreements or understandings with any person or entity with respect to the foregoing, or advise, assist,
encourage, support or seek to persuade others to take any action with respect to any of the foregoing, or act in concert with others
or as part of a group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any of the foregoing.


 


Notwithstanding the
foregoing, nothing in this Agreement shall prohibit or restrict any member of the Clinton Group or any Director Designee, as applicable,
from: (A) exercising his or her rights and fiduciary duties as a director of the Company, (B) except as provided otherwise in this
Section 2.5, voting all of his, her or its voting securities of the Company in his, her or its discretion, (C) communicating privately
with the Board or any of the Company’s officers regarding any matter so long as such communications are not intended to,
and would not reasonably be expected to, require any public disclosure of such communications, (D) subject to Section 2.6(c), making
any public statement or announcement with respect to an Extraordinary Transaction (other than clause (D) of the definition thereof)
proposed by the Company that requires a vote of the shareholders and that is publicly announced by the Company after the date of
this Agreement, (E) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental
or regulatory authority or stock exchange that has, or may have, jurisdiction over Clinton, any Director Designee or any of their
respective Affiliates or (F) making a bid or proposal to the Company in response to the Company's requests for such bids or proposals.


 


SECTION 2.6Additional
Representations and Agreements by the Parties.


 


(a)On or before
9:00 a.m., New York City time, on the first Business Day after this Agreement has been executed, the Company and Clinton shall
issue a joint press release, in the form attached hereto as Exhibit B (the “Press Release”) and the Company
shall file a Current Report on Form 8-K with the SEC disclosing and attaching as exhibits this Agreement and the Press Release.  
Except as required by law or the rules of any stock exchange, none of the parties hereto will make any public statements or issue
any press release (including in any filings with the SEC or any other regulatory or governmental agency, including any stock exchange)
concerning or relating to this Agreement other than the statements in the Press Release and the Form 8-K without (i) in the case
of the Company, the prior written approval of Clinton, not to be unreasonably withheld, and (ii) in the case of Clinton, the prior
written approval of the Company, not to be unreasonably withheld.


 






    	 



    	 



    

 


(b)The Company
acknowledges that, as of the date of this Agreement, each
of the Director Designees and Mr. McWilliams qualifies as an “independent director” for purposes of Section 303A of
the Listed Company Manual of the New York Stock Exchange:


 


(c)During
the Standstill Period, no member of the Clinton Group shall, and each member of the Clinton Group shall cause its respective Affiliates
not to, make, or cause to be made, (i) any comments, statements or announcements by press release
or similar public statement to the press, securities analysts or media, or in any SEC filing, that is disparaging, calls into
disrepute, defames, slanders or which can reasonably be construed to be defamatory or slanderous to, the Company, the Company's
partners, officers, directors or employees or the Company’s businesses, operations, strategic plans or strategic direction
or (ii) any comments or statements, whether publicly or privately, to any third party concerning the Board or the management of
the Company, with the intent or purpose of defaming or disparaging the Board or the management of the Company. During the Standstill
Period, neither the Company nor any of its officers or directors, shall make, or cause to be made, (i) by press release or similar
public statement, including to the press, securities analysts or media or in an SEC filing, any statement or announcement that
is disparaging, calls into disrepute, defames, slanders or which can reasonably be construed to be defamatory or slanderous to,
any member of the Clinton Group or their officers, directors or employees or (ii) any comments or statements, whether publicly
or privately, to any third party concerning any member of the Clinton Group or their officers, directors or employees with the
intent or purpose of defaming or disparaging any member of the Clinton Group or their officers, directors or employees. The foregoing
shall not apply to compelled testimony, either by legal process, subpoena or otherwise, or if the comments or statements of the
type covered by this Section 2.6(c) are required to be made by law or regulation.


 


(d)Upon the execution
of this Agreement by the Parties, the Clinton Group shall be deemed to have terminated the pending proxy contest with respect to
the election of directors at the 2015 Annual Meeting and shall take no further action in that regard.


 


ARTICLE
III


OTHER PROVISIONS


 


SECTION 3.1Specific
Performance; Other Remedies.


 


(a)Each Party hereby
acknowledges and agrees, on behalf of itself and its Affiliates, that irreparable harm would occur in the event any of the provisions
of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the Parties will be entitled to specific relief hereunder, including, without limitation, an injunction or injunctions to
prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in
any state or federal court in the State of Maryland or, if such courts do not accept jurisdiction then any state or federal court
in the State of New York, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for
the securing or posting of any bond with such remedy are hereby waived.


 






    	 



    	 



    

 


(b)Each Party agrees,
on behalf of itself and its Affiliates, that any actions, suits or proceedings arising out of or relating to this Agreement or
the transactions contemplated hereby will be brought in any state or federal court in the State of Maryland, or, if such courts
do not accept jurisdiction then any state or federal court in the State of New York (and the Parties agree not to commence any
action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice
or document by U.S. registered mail to the respective addresses set forth in Section 3.4 will be effective service of process for
any such action, suit or proceeding brought against any Party in any such court. Each Party, on behalf of itself and its Affiliates,
irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this
Agreement or the transactions contemplated hereby, in the State of Maryland, or, if such court does not accept jurisdiction then
any state or federal court in the State of New York, and hereby further irrevocably and unconditionally waives and agrees not to
plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an improper
or inconvenient forum.


 


(c)Each Party agrees,
on behalf of itself and its Affiliates, that any controversy which may arise under this Agreement is likely to involve difficult
and complicated issues, and therefore such Party hereby irrevocably and unconditionally waives any right such Party may have to
a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement or any confidentiality
agreement entered into in connection with the matters contemplated herein, or the breach, termination or validity of this Agreement
or any such confidentiality agreement or the matters contemplated herein. Each Party hereby certifies and acknowledges that (i)
no representative, agent or attorney of any other Party has represented expressly or otherwise that such other Party would not,
in the event of litigation, seek to enforce the foregoing waiver, (ii) such Party understands and has considered the implications
of this waiver, and (iii) such Party makes this waiver voluntarily.


 


SECTION 3.2Entire
Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and may
be amended only by an agreement in writing executed by the Parties. No rights under this Agreement shall be deemed waived absent
a written waiver by the Party granting the waiver.


 


SECTION 3.3Definitions.
For purposes of this Agreement:


 


(a) The terms
“Affiliate” and "Associate" have the meaning set forth in Rule 12b-2 promulgated by the SEC
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, that the term “Affiliate”
shall not include any portfolio or operating company of any member of the Clinton Group for
which all of the following conditions are satisfied: (i) whose equity securities are registered under the Exchange Act
(or are publicly traded in a foreign jurisdiction), (ii) as to which the Clinton Group and its Affiliates own less than a majority
of the total voting power of all outstanding voting securities and do not have representatives or designees who occupy
a majority of the seats on the board of directors or other similar governing body of such portfolio or operating company and do
not otherwise control (as the term “control” is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act)
such portfolio or operating company, and (iii) to which no non-public information about the Company has been made available by
any Director Designee or any member of the Clinton Group or any of their Affiliates. For purposes of this Agreement, the members
of the Clinton Group, on the one hand, and the Company, on the other, shall not be deemed to be Affiliates of each other.


 






    	 



    	 



    

 


(b)The terms “Beneficial
Owner,” “Beneficially Own” and “Beneficial Ownership” shall have the same meanings
as set forth in Rule 13d-3 (“Rule 13d-3”) promulgated by the SEC under the Exchange Act. The terms “Economic
Owner,” “Economically Own” and “Economic Ownership” shall have the same meanings
as “Beneficial Owner,” “Beneficially Own” and “Beneficial Ownership” except that a person will
also be deemed to “Economically Own,” to be the “Economic Owner” and to have “Economic Ownership”
of (i) all shares of Common Stock which such person has the right to acquire pursuant to the exercise of any rights in connection
with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional, and (ii)
all shares of Common Stock in which such person has any economic interest, including, without limitation, pursuant to a cash settled
call option or other derivative security, contract or instrument in any way related to the price of shares of Common Stock.


 


(c)The “Standstill
Period” means the period from the date of this Agreement through the earliest of (i) the date that the Company shall
notify the Clinton Group that the Company has determined to not nominate any of the Director Designees for election at the 2016
Annual Meeting (which notice, if given, shall comply with Section 2.1(c) and be given at least ten (10) business days prior to
the deadline for the submission of stockholder nominations of directors in respect of the 2016 Annual Meeting set forth in the
Bylaws of the Company, as amended); (ii) the date that is twenty-five (25) days prior to the deadline for the submission of stockholder
nominations of directors in respect of the 2016 annual meeting of stockholders of the Company set forth in the Bylaws of the Company,
as amended; and (iii) the date that is seven (7) days after the date, if any, that Clinton (on behalf of the Clinton Group) provides
written notice in good faith to the Company that the Company has materially breached any of its commitments or obligations under
this Agreement (specifying the relevant acts), except that if such material breach can be cured, the Company shall have seven (7)
days after the date of such written notice within which to cure its material breach and this clause (iii) shall not apply in the
event of such cure.


 


SECTION 3.4Notices.
All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in
regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by facsimile, when such facsimile
is transmitted to the facsimile number set forth below and the appropriate confirmation is received or (b) if given by any other
means, when actually received during normal business hours at the address specified in this subsection:


 






    	 



    	 



    

 


if to the Company:


 


Campus Crest Communities, Inc.

2100 Rexford Rd, Suite 40.

Charlotte, North Carolina 28211


Facsimile:[ ]


Attention: CEO


 


with a copy to:


 


Kilpatrick Townsend & Stockton, LLP

1100 Peachtree Street, NE, Suite 2800.

Atlanta, Georgia 30309-4530

Facsimile: (404) 541-3121

Attention: W. Benjamin Barkley, Esq.


 


if to the Clinton Group:


 


Clinton Group, Inc.

601 Lexington Ave., 51st Floor

New York, New York 10022

Facsimile: (208) 728-8007

Attention: Joseph A. De Perio


 


with a copy to:


 


Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022


Facsimile:(212) 593-5955

Attention: Marc Weingarten, Esq. and Eleazer Klein, Esq.


 


SECTION 3.5Governing
Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement, the relationship of the
Parties, and/or the interpretation and enforcement of the rights and duties of the Parties shall be governed by and construed and
enforced in accordance with the laws of the State of Maryland, without regard to any conflict of law provisions thereof.


 


SECTION 3.6Further
Assurances. Each Party agrees to take or cause to be taken such further actions, and to execute, deliver and file or cause
to be executed, delivered and filed such further documents and instruments, and to obtain such consents, as may be reasonably required
or requested by the other Parties in order to effectuate fully the purposes, terms and conditions of this Agreement.


 


SECTION 3.7Third-Party
Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors
and permitted assigns, and nothing in this Agreement is intended to confer on any person other than the Parties or their respective
successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. The rights and obligations
under this Agreement may not be transferred without the consent of the other Parties and any transfer in violation of this sentence
shall be null and void.


 






    	 



    	 



    

 


SECTION 3.8Fees
and Expenses. Concurrently with the execution of this Agreement, the Board shall authorize the reimbursement to the Clinton
Group of up to $150,000.00 of the documented out-of-pocket third party expenses incurred by the Clinton Group in connection with
this Agreement and related matters, and such reimbursement shall be paid to the Clinton Group within ten business days of the date
such expenses are submitted. Except as set forth in the preceding sentence, each Party shall bear all fees and expenses incurred
by such Party in connection with this Agreement and the circumstances giving rise hereto, and no Party shall seek or be entitled
to reimbursement of any such fees and expenses from the other Party.


 


SECTION 3.9Counterparts;
Miscellaneous. This Agreement may be executed and delivered (including by facsimile transmission or .pdf) in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The headings
used herein are for convenience only and the Parties agree that such headings are not to be construed to be part of this Agreement
or to be used in determining the meaning or interpretation of this Agreement. Unless the context otherwise requires, whenever used
in this Agreement the singular shall include the plural, the plural shall include the singular, and the masculine gender shall
include the neuter or feminine gender and vice versa. Except as otherwise expressly provided herein, no failure on the part of
any Party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in law or in equity,
shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude
any other or further exercise thereof or the exercise of any other right, power or remedy. If any provision of this Agreement or
the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, then
the remainder of this Agreement will continue in full force and effect so long as the remaining provisions do not fundamentally
alter the relations among the Parties.


 


SECTION 3.10 Interpretation.
Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded
the execution of this Agreement, and that it has executed the same with the advice of such counsel. Each Party and its counsel
cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and
all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed
against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require
interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby
expressly waived by each of the Parties.


 


[Remainder of Page Intentionally Left
Blank]


 






    	 



    	 



    

 


IN WITNESS WHEREOF, each
of the Parties has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date
first above written.


 


	 	
        COMPANY:

         

        CAMPUS CREST COMMUNITIES, INC.

         

         

        By:  /s/ David Coles                                     

        Name: David Coles

        Title: Interim Chief Executive Officer
	 
	 	 	
         

         

	 	 	
         

        THE CLINTON GROUP:

         

        CLINTON RELATIONAL OPPORTUNITY MASTER FUND

         

         

        By:  /s/ Joseph A. de Perio

        Name: Joseph A. de Perio

        Title: Senior Portfolio Manager

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 









    	 



    	 



    




 


SCHEDULE A


 


As of May 1, 2015,
the Clinton Group Economically Owns, in the aggregate, 1,026,582 shares of Common Stock, comprised of 951,582 shares and 75,000
long call options, representing Beneficial Ownership (based upon the 64,659,415 shares of Common Stock outstanding as of March
26, 2015, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities
and Exchange Commission on April 1, 2015) of 1.6% of the Common Stock, as follows: (a) 404,420 shares of Common Stock, comprised
of 366,920 shares and 37,500 long call options, are beneficially owned by Clinton Relational Opportunity Master Fund, L.P. (“CREL”)
(which includes the 375 shares of Common Stock held in record name); (b) 404,420 shares of Common Stock, comprised of 366,920 shares
and 37,500 long call options, may be deemed to be beneficially owned by Clinton Relational Opportunity, LLC (“CRO”)
by virtue of an investment management agreement with CREL; (c) 411,350 shares of Common Stock, comprised of 373,850 shares and
37,500 long call options, are held in a mutual fund portfolio with whom Clinton Group, Inc. ("CGI") has a sub-advisory
agreement (“CASF”); (d) 180,812 shares of Common Stock are held by a mutual fund portfolio with whom CGI has
a sub-advisory agreement (“WKCAX”); (e) 30,000 shares of Common Stock are held by GEH Capital, Inc. ("GEHC");
(f) 996,582 shares of Common Stock may be deemed to be beneficially owned by CGI, by virtue of (i) an investment management agreement
with CREL and (ii) its relationship as sub-advisor to each of CASF and WKCAX and (g) 1,026,582 shares of Common Stock may be deemed
to be beneficially owned by Mr. Hall by virtue of his direct and indirect control of CREL and CGI and indirect ownership of GEHC


 


CLINTON GROUP MEMBERS


 


Clinton Group, Inc.


Clinton Relational Opportunity, LLC


Clinton Relational Opportunity Master Fund,
L.P.


GEH Capital, Inc.


George E. Hall


 






    	 



    	 



    

 











EXHIBIT A 


 


TRANSACTION COMMITTEE CHARTER









 






    	 



    	 



    

 


CAMPUS CREST COMMUNITIES, INC. 


 





Transactions Committee Charter 


 


The Board of Directors
(the “Board”) of Campus Crest Communities, Inc. (the “Company”) has adopted this charter
for its Transactions Committee (the “Committee”).


 





I. PURPOSE AND SCOPE 


 


The primary function
of the Committee is to exercise the responsibilities and duties set forth below, including, but not limited to, assisting the Board
in carrying out its oversight responsibilities relating to potential financing opportunities, mergers, acquisitions, divestitures
and other strategic transactions outside the ordinary course of the Company’s business (“Strategic Transactions”).
In that regard, the Committee shall (a) study, review, monitor and evaluate potential Strategic Transactions for the Company; (b)
study, review, monitor and evaluate potential opportunities to discharge, amend, repay or refinance existing indebtedness of the
Company and/or its subsidiaries; (c) seek fairness of process with respect to proposed Strategic Transactions; (d) engage in a
determination of whether the terms of any proposed Strategic Transaction are fair and reasonable and in the best interest of the
Company’s shareholders; and (e) make recommendations to the Board with respect thereto.





 


II. COMPOSITION 


 


The Committee shall
be comprised of no less than three members of the Board as appointed by the Board. A majority of the members of the Committee must
be affirmatively determined by the Board to meet the independence standards promulgated by the New York Stock Exchange and/or any
other exchange upon which securities of the Company are traded. Each member of the Committee shall also be free from any relationship
that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.


 


The Board shall appoint
the members of the Committee annually. Committee members shall serve at the pleasure of the Board and for such term or terms as
the Board may determine. Committee members may be added, removed or replaced by the Board in its complete discretion.


 


The Chairman of the
Committee shall be designated by the Board. The Chairman shall be responsible for presiding over Committee meetings, preparing
Committee agendas and determining the informational needs of the Committee. The Committee may form and delegate any of its responsibilities,
as permitted by applicable laws and regulations, to a subcommittee composed of one or more members of the Committee.


 


The Committee
shall meet as frequently as the discharge of its responsibilities shall require, as determined by the Committee or its
Chairman, and may take action by unanimous written consent. The Committee may request any other director, officer or employee
of the Company or its subsidiaries or any of the Company’s or its subsidiaries’ outside advisors to attend any
meeting of the Committee or to meet independently with any of the foregoing.


 






    	 



    	 



    

 





A quorum of the Committee
shall consist of a majority of its members. All actions of the Committee must be approved by a majority vote of the members present,
unless there are only two members present, in which case such actions require a unanimous vote.


 


The Committee shall
report regularly to the Board, including at regular meetings of the Board, on the Committee’s findings and recommendations
and any other matters the Committee deems appropriate, and shall maintain minutes of Committee meetings and activities. The Committee’s
report to the Board may take the form of an oral report by the Chairman or by any other member of the Committee designated by the
Committee to make this report.


 





III. RESPONSIBILITIES AND DUTIES 


 


To fulfill its responsibilities
and duties, the Committee shall:


 


		•	Review, and provide guidance to management and the
Board with respect to, the Company’s strategies for Strategic Transactions.



 


		•	Assist management and the Board with the identification
of Strategic Transaction opportunities.



 


		•	Assist management and the Board with review of proposals
made by management forStrategic Transactions.



 


		•	Consider and make recommendations to the Board as
to proposed Strategic Transactions.



 


		•	Provide periodic reports to the Board of any Strategic
Transactions being considered by management.



 


		•	Exercise such additional powers and duties as may
be reasonable, necessary or desirable, in the Committee’s discretion, to fulfill its duties under this charter.



 


		•	Perform any other activities or responsibilities as
may be delegated to the Committee, from time to time, by the Board.



 


		•	Annually evaluate its own performance and report the
results of such evaluation tothe Board.



 


 


IV. INVESTIGATIONS, STUDIES AND OUTSIDE
ADVISORS 


 


The Transactions Committee
may conduct or authorize investigations into or studies of matters within the Transactions Committee’s scope of responsibilities
with full access to all books, records, facilities and personnel of the Company. With the approval of the Board, the


 






    	 



    	 



    

 








Transactions Committee may retain outside
legal counsel (who may but need not be the regular corporate counsel to the Company), accountants, investment bankers, search firms
or other advisors of its choice to assist it in connection with its functions, as it deems necessary or appropriate.


 





V. LIMITATION OF COMMITTEE’S ROLE



 


Nothing contained
in this Charter is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors
of the Company or the members of the Committee. This Charter is intended as a component of the flexible governance framework within
which the Board, assisted by its committees, directs the affairs of the Company. While it should be interpreted in the context
of all applicable laws, regulations and listing requirements, as well as in the context of the Company’s Articles of Incorporation
and Bylaws, it is not intended to establish by its own force any legally binding obligations, although it is intended to provide
legal authorization to the Committee as set forth herein. The purposes and responsibilities outlined in this Charter are meant
to serve as guidelines rather than as inflexible rules and the Committee is permitted to adopt, by majority vote approved by the
Board, such additional procedures and standards as it deems necessary from time to time to fulfil its responsibilities.


 






    	 



    	 



    

 








EXHIBIT B


 


PRESS RELEASE


 






    	 



    	 



    

 





FOR IMMEDIATE RELEASE 


 


Campus Crest Communities Announces Settlement
Agreement with Clinton Group 


 


Appoints New Members of Transaction Committee
to Oversee Ongoing Strategic Review 


 


Finalizes Retention of Alvarez &
Marsal’s David Coles and John Makuch 


 


CHARLOTTE, N.C., May 4, 2015, --Campus Crest Communities, Inc.
(NYSE: CCG) (the “Company” or “Campus Crest”), an owner and manager of high-quality student housing properties,
today announced that it has entered into an agreement with the Clinton Group, Inc. and its affiliated funds (“Clinton”)
in connection with the Company’s 2015 Annual Meeting of Shareholders. Under the terms of the agreement, Campus Crest has
appointed Raymond C. Mikulich and Randall H. Brown, previously nominated by Clinton, to the Company’s Board of Directors
and has also appointed Curtis B. McWilliams to the Board. With the appointment of Messrs. McWilliams, Mikulich and Brown, the Campus
Crest Board of Directors will expand to 8 directors, all of whom are independent.


 


Richard Kahlbaugh, Non-Executive Chairman of the
Campus Crest Board of Directors, stated, “Curtis, Raymond, and Randall are accomplished real estate industry veterans who
bring extensive financial, executive and investment experience as well as fresh perspectives to our Board of Directors. Campus
Crest has an outstanding portfolio of premier assets and we look forward to further advancing our ongoing strategic review process
and delivering enhanced value for all Campus Crest shareholders.”


 


Additionally, as part of the settlement agreement
with Clinton, the Board announced that it has changed the composition of the existing three person Transaction Committee which
has been overseeing the ongoing strategic alternatives process. The Transaction Committee will be comprised of Curtis McWilliams,
Raymond Mikulich and Richard Kahlbaugh and will be chaired by Mr. McWilliams. Further, as part of the agreement, Campus Evolution
Villages, LLC has been invited to sign a non-disclosure agreement and participate in the Board’s strategic alternatives process.
By so doing, the Campus Crest Board will evaluate Campus Evolution’s proposed ideas for value creation against all other
strategic opportunities it considers throughout its alternatives process.


 


Under the oversight of the Transaction Committee,
Campus Crest will continue its comprehensive and thorough analysis to explore a broad range of strategic, operational and financial
alternatives to further enhance shareholder value. While there can be no assurance that the exploration process will result in
a transaction, and the Company has not set a definitive timetable for completion of the process, the Company expects to provide
an update on its first quarter 2015 conference call, which it expects to hold on May 29, 2015.


 


Joseph A. De Perio, Senior Portfolio Manager at Clinton Group
stated, “We are pleased that our dialogue with Campus Crest has resulted in this agreement. The addition of three independent
directors to the Board will help bring additional perspectives as the Company continues its thorough analysis to explore a broad
range of strategic, operational and financial alternatives under the oversight of the Transaction Committee. I am confident that
the Committee, in consultation with the Company’s financial and legal advisors, will come to a solution that benefits all
Campus Crest stakeholders.”


 


Andrew Stark, CEO of Campus Evolution Villages, stated
“Campus Evolution Villages believes the governance enhancement is a positive step for the Company and all stockholders. We
look forward to participating in the strategic alternatives process moving forward.”


 


The Company also announced that the Board has finalized
the retention of Alvarez & Marsal North America, LLC (“Alvarez & Marsal”) to support its ongoing efforts to
improve financial and operational controls and efficiency, support the strategic alternatives process and deliver enhanced shareholder
value. As part of Alvarez & Marsal's mandate, the Board has appointed David Coles as interim Chief Executive Officer and John
Makuch as interim Chief Financial Officer.


 


David Coles, Interim Chief Executive Officer, said,
“I am pleased that the Board has reached this agreement with Clinton, which allows the Board and management team to focus
on running the business and improving financial and operational performance for the benefit of all of the Company’s stakeholders.


We look forward to working together with the Company’s
new directors to successfully execute on Campus Crest’s strategic repositioning and ongoing strategic review process.”


 






    	 



    	 



    

 


About Curtis B. McWilliams 


Curtis McWilliams is a real estate industry veteran with over
25 years of experience in finance and real estate. Mr. McWilliams currently serves as a member of the Ashford Hospitality Prime,
Inc, Board of Directors and retired from his position as President and Chief Executive Officer of CNL Real Estate Advisors, Inc.
in 2010 after serving in such role since 2007. CNL Real Estate Advisors, Inc. provides advisory services relating to commercial
real estate acquisitions and asset management and structures strategic relationships with U.S. and international real estate owners
and operators for investments in commercial properties across a wide variety of sectors. From 1997 to 2007, Mr. McWilliams also
served as the President and Chief Executive Officer, as well as serving as a director from 2005 to 2007, of Trustreet Properties,
Inc., which under his leadership became the then-largest publicly-traded restaurant real estate investment trust ("REIT")
with over $3.0 billion in assets. Mr. McWilliams has approximately 13 years of experience with REITs and, during his career at
CNL Real Estate Advisors, Inc., helped launch and then served as the President of two REIT joint ventures between CNL and Macquarie
Capital and the external advisor for both such REITs. Mr. McWilliams previously served on the board of directors and as the audit
committee chairman of CNL Bank, a state bank in the State of Florida, from 1999 to 2004. Mr. McWilliams also has approximately
13 years of investment banking experience at Merrill Lynch & Co., where he started as an associate and later served for several
years as a Managing Director. Mr. McWilliams has a Master's in Business with a Concentration in Finance from the University of
Chicago Graduate School of Business and a Bachelor of Science in Engineering in Chemical Engineering from Princeton University.


 


About Raymond C. Mikulich 


Raymond Mikulich is a veteran real estate finance and investment
professional who has successfully navigated five real estate cycles in his 40 year career. He currently serves as the Chairman
of Altus Group Limited, a real estate software, services and data company listed on the Toronto stock exchange. He is also Managing
Partner and Chief Investment Officer of Ridgeline Capital Group and the Chief Executive Officer of HomeLPC, LLC, a real estate
investment companies based in New York, NY. He served as the head of Apollo Global Real Estate North America from September 2010
until December 2011 and was co-head and functioned as chief executive officer of Lehman Brothers Real Estate Private Equity from
1999 through March 2007 and Head of Lehman Brothers’ Real Estate Investment Banking prior to that. Mr. Mikulich was a managing
director of Lehman Brothers and a member of the firm's private equity investment and operating committees. Prior to joining Lehman
Brothers in 1982, Mr. Mikulich was with LaSalle National Bank, Chicago, and its parent, ABN/AMRO, for seven years, where he was
involved in property acquisitions and joint ventures on behalf of European pension funds, real estate and REIT restructurings and
lending. He has served as a Trustee of the Urban Land Institute, on the Board of The Real Estate Roundtable, as a member of the
Advisory Board of the National Association of Real Estate Investment Trusts (NAREIT) as well as numerous other industry organizations
and the Real Estate Advisory Boards at Harvard, Columbia and the University of Wisconsin.


 


About Randall H. Brown 


Randall H. Brown is an accomplished REIT industry
veteran with 20 years experience working in real estate management. Mr. Brown was a co-founding officer of Education Realty Trust
(NYSE: EDR), a $2 billion real estate investment trust specializing in the development, ownership, and management of collegiate
apartments across the United States. He served as Executive VP, Chief Financial Officer and treasurer from January 2005 to June
2014 and was responsible for the financial management of the company, capital markets and investor relations, as well as providing
executive management of the IT, Tax, and HR functions. Prior to Education Realty Trust, he served as Chief Financial Officer of
Allen & O’Hara and prior to that he was director of corporate finance at Promus Hotels, Inc.


 


About Campus Crest Communities, Inc. 


Campus Crest Communities, Inc. is a leading owner and manager
of high-quality student housing properties located close to college campuses in targeted markets. It has ownership interests in
84 student housing properties with over 46,000 beds across North America. Additional information can be found on the Company's
website at http://www.campuscrest.com.


 


Additional Information and Where to Find It 


The Company, its directors and certain executive officers
are participants in the solicitation of proxies from shareholders in connection with the Company's 2015 Annual Meeting of Shareholders
(the "Annual Meeting"). The Company plans to file a proxy statement (the "2015 Proxy Statement") with the Securities
and Exchange Commission (the "SEC") in connection with the solicitation of proxies for the Annual Meeting. Information
regarding the names of the Company's directors and executive officers and their respective interests in the Company by security
holdings or otherwise is set forth in the Company's proxy statement for its 2014 annual meeting of shareholders, filed with the
SEC on March 12, 2014. Additional information can be found in the Company's Annual Report on Form 10-K for the year ended December
31, 2014, filed with the SEC on March 31, 2015. To the extent holdings of the Company's securities have changed since the amounts
printed in the proxy statement for the 2014 annual meeting of shareholders, such changes have been reflected on Initial Statements
of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. These documents are available
free of charge at the SEC's website at www.sec.gov. Additional information regarding such participants, including their direct
or indirect interests, by security holdings or otherwise, will be included in the 2015 Proxy Statement and other relevant documents
to be filed with the SEC in connection with the Annual Meeting.


 






    	 



    	 



    

 


Promptly after filing its definitive 2015 Proxy Statement with
the SEC, the Company will mail the definitive 2015 Proxy Statement and a white proxy card to each shareholder entitled to vote
at the Annual Meeting. SHAREHOLDERS ARE URGED TO READ THE 2015 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Shareholders may obtain, free of charge, copies of the definitive 2015 Proxy Statement and any other documents filed
by the Company with the SEC in connection with the Annual Meeting at the SEC's website (http://www.sec.gov), at the Investors section
of the Company's website (http://www.campuscrest.com) or by writing to Investor Relations, Campus Crest Communities, Inc., 2100
Rexford Road, Suite 414, Charlotte, NC 28211.


 


Forward-Looking Statements 


This press release, together with other statements and information
publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking
statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements
relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions
concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking
terminology such as "may," "will," "should," "expects," "intends," "plans,"
"anticipates," "believes," "estimates," "predicts" or "potential" or the negative
of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do
not relate solely to historical matters. You should not rely on forward-looking statements since they involve known and unknown
risks, uncertainties, assumptions and contingencies, many of which are beyond the Company's control that may cause actual results
to differ significantly from those expressed in any forward-looking statement. All forward-looking statements reflect the Company's
good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Furthermore, except as otherwise
required by federal securities laws, the Company disclaims any obligation to publicly update or revise any forward-looking statement
to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes. For
a further discussion of these and other factors that could cause the Company's future results to differ materially from any forward-looking
statements, see the risk factors discussed in the Company's most recent Annual Report on Form 10-K, as updated in the Company's
Quarterly Reports on Form 10-Q.


 


Contact: 


Investor Relations


(704) 496-2571 Investor.Relations@CampusCrest.com