Exhibit 10.1







 





CAMPUS CREST COMMUNITIES,
INC.


CAMPUS CREST COMMUNITIES
OPERATING PARTNERSHIP, LP


4.75% Exchangeable
Senior Notes Due 2018


Registration Rights Agreement


  


October 9, 2013


 


 


BARCLAYS CAPITAL INC.


MERRILL LYNCH, PIERCE, FENNER & SMITH


                              INCORPORATED


CITIGROUP GLOBAL MARKETS INC.


As Representatives of the several Initial
Purchasers

listed in Schedule I to the Purchase Agreement


 


		c/o	Barclays Capital Inc.



745 Seventh Avenue


New York, New York 10019


 


Merrill Lynch, Pierce, Fenner &
Smith


                     Incorporated


One Bryant Park


New York, NY 10036


 


Citigroup Global Markets Inc.


388 Greenwich Street


New York, NY 10013


 


Ladies and Gentlemen:


 


Campus Crest Communities Operating Partnership,
LP, a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell to certain purchasers
(the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives,
its 4.75% Exchangeable Senior Notes due 2018 (the “Notes”), upon the terms set forth in the Purchase Agreement
by and among the Operating Partnership, Campus Crest Communities, Inc., a Maryland corporation and the sole member of Campus Crest
Communities GP, LLC, which is the sole general partner of the Operating Partnership (the “Company”), and the
Representatives, dated October 3, 2013 (the “Purchase Agreement”), relating to the initial placement (the “Initial
Placement”) of the Notes. In certain circumstances, the Notes will be exchangeable into shares of common stock of the
Company, par value $0.01 per share (the “Company Common Stock”). The Notes will be fully and unconditionally
guaranteed as to the payment of principal and interest by the Company. To induce the Initial Purchasers to enter into the Purchase
Agreement and to satisfy obligations thereunder, the holders of the Notes will have the benefit of this registration rights agreement
by and among the Operating Partnership, the Company and the Initial Purchasers whereby the Company agrees with you for your benefit
and the benefit of the holders from time to time of the Notes and Registrable Securities (including the Initial Purchasers) (each
a “Holder” and, collectively, the “Holders”), as follows:


 






    	 



    	 



    

 


1.Definitions. Capitalized terms
used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement,
the following capitalized defined terms shall have the following meanings:


 


“Act” shall mean the
Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Additional Interest”
shall have the meaning set forth in Section 7 hereof.


 


“Affiliate” shall have
the meaning specified in Rule 405 under the Act.


 


“Automatic Shelf Registration Statement”
shall mean a Registration Statement filed by a Well-Known Seasoned Issuer which shall become effective upon filing thereof pursuant
to General Instruction I.D for Form S-3.


 


“Broker-Dealer” shall
mean any broker or dealer registered as such under the Exchange Act.


 


“Business Day” shall
mean any day other than a Saturday, a Sunday or other day on which the Federal Reserve Bank of New York is authorized or required
by law to close or to be closed.


 


“Closing Date” shall
mean the date of the first issuance of the Notes.


 


“Company” shall have
the meaning set forth in the preamble hereto.


 


“Company Common Stock”
shall have the meaning set forth in the preamble hereto.


 


“Commission” shall mean
the Securities and Exchange Commission.


 


“Control” shall have
the meaning specified in Rule 405 under the Act and the terms “controlling” and “controlled” shall have
meanings correlative thereto.


 


“Deferral Period” shall
have the meaning indicated in Section 3(i) hereof.


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Exchange Price” shall
have the meaning specified in the Indenture.


 


“Final Memorandum” shall
mean the offering memorandum, dated October 3, 2013, relating to the Notes, including any and all annexes thereto and any information
incorporated by reference therein as of such date.


 






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“FINRA Rules” shall mean
the Conduct Rules and the By-Laws of the Financial Industry Regulatory Authority.


 


“Holder” shall have the
meaning set forth in the preamble hereto.


 


“Indenture” shall mean
the Indenture relating to the Notes, dated as of October 3, 2013, by and among the Operating Partnership, the Company, as guarantor,
and U.S. Bank National Association, as trustee, as the same may be amended from time to time in accordance with the terms thereof.


 


“Initial Placement” shall
have the meaning set forth in the preamble hereto.


 


“Initial Purchasers”
shall have the meaning set forth in the preamble hereto.


 


“Losses” shall have the
meaning set forth in Section 5(d) hereof.


 


“Majority Holders” shall
mean, on any date, Holders of a majority of the Company Common Stock registered under the Shelf Registration Statement.


 


“Managing Underwriters”
shall mean the investment banker or investment bankers and manager or managers that administer an underwritten offering, if any,
conducted pursuant to Section 6 hereof.


 


“Notes” shall have the
meaning set forth in the preamble hereto.


 


“Notice and Questionnaire”
shall mean a written notice delivered to the Company substantially in the form attached as Annex A to the Final Memorandum.


 


“Notice Holder” shall
mean, on any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date.


 


“Operating Partnership”
shall have the meaning set forth in the preamble hereto.


 


“Prospectus” shall mean
a prospectus included in the Shelf Registration Statement (including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or Rule 430B
under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion
of the Company Common Stock covered by the Shelf Registration Statement, and all amendments and supplements thereto, including
any and all exhibits thereto and any information incorporated by reference therein.


 


“Purchase Agreement”
shall have the meaning set forth in the preamble hereto.


 


“Registrable Securities”
shall mean shares of Company Common Stock, if any, deliverable by the Operating Partnership upon exchange of the Notes initially
sold to the Initial Purchasers pursuant to the Purchase Agreement other than such shares of Company Common Stock that have (i) been
registered under the Shelf Registration Statement and disposed of in accordance therewith, (ii) have become eligible to be
sold without condition as contemplated by Rule 144 under the Act or any successor rule or regulation thereto that may be adopted
by the Commission or (iii) ceased to be outstanding.


 






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“Registration Default”
shall have the meaning set forth in Section 7 hereof.


 


“Representatives” shall
have the meaning set forth in the preamble hereto.


 


“Shelf Registration Period”
shall have the meaning set forth in Section 2(b) hereof.


 


“Shelf Registration Statement”
shall mean a “shelf” registration statement of the Company pursuant to the provisions of Section 2 hereof
which covers some or all of the Company Common Stock on an appropriate form under Rule 415 under the Act, or any similar rule that
may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.


 


“Underwriter” shall mean
any underwriter of Company Common Stock in connection with an offering thereof under the Shelf Registration Statement.


 


“Well-Known Seasoned Issuer”
shall have the meaning set forth in Rule 405 under the Act.


 


2.Shelf Registration. (a) The
Company shall file with the Commission a Shelf Registration Statement (which shall be, if the Company is then a Well-Know Seasoned
Issuer, an Automatic Shelf Registration Statement) providing for the registration of, and the sale on a continuous or delayed basis
by the Holders of, all of the Registrable Securities, from time to time in accordance with the methods of distribution elected
by such Holders, pursuant to Rule 415 under the Act or any similar rule that may be adopted by the Commission and shall use its
commercially reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to the 180th
day after the Closing Date. 


 


(b)The Company shall use its commercially
reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the
Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration
Period”) from the date the Shelf Registration Statement is declared effective by the Commission (or becomes effective
in the case of an Automatic Shelf Registration Statement) to and including the earlier of (i) the 20th Trading Day (as defined
in the Indenture) immediately following the maturity date of the Notes (subject to extension for any suspension of the effectiveness
of the Shelf Registration Statement during such 20 Trading Day period immediately following the maturity date) or (ii) the
date upon which there are no Notes or Registrable Securities outstanding. The Company shall be deemed not to have used its commercially
reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes
any action that would result in Holders of Registrable Securities not being able to offer and sell such Company Common Stock at
any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken
by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder),
including the acquisition or divestiture of assets, or (y) permitted by Section 3(i) hereof.


 






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(c)The Company shall cause the Shelf
Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf
Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements
of the Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances
under which they were made) not misleading.


 


(d)Subject to applicable law, the Company
shall issue a press release through a reputable national newswire service announcing the anticipated effective date of the Shelf
Registration Statement at least 15 Business Days prior to the anticipated effective date thereof. Each Holder, in order to be named
in the Shelf Registration Statement at the time of its initial effectiveness, will be required to deliver a Notice and Questionnaire
and such other information as the Company may reasonably request in writing, if any, to the Company at least 10 Business Days prior
to the anticipated effective date of the Shelf Registration Statement as announced in the press release. From and after the effective
date of the Shelf Registration Statement, the Company shall use commercially reasonable efforts, as promptly as is practicable
after the date a Notice and Questionnaire is delivered, and in any event within 20 Business Days after such date, (i) if required
by applicable law, to file with the Commission a post-effective amendment to the Shelf Registration Statement or to prepare and,
if permitted or required by applicable law, to file a supplement to the related Prospectus or an amendment or supplement to any
document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire
is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus, and so that such Holder is
permitted to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (provided
that the Company shall not be required to file more than one supplement or post-effective amendment in any 60-day period in accordance
with this Section 2(d)(i)) and, if the Company shall file a post-effective amendment to the Shelf Registration Statement that
is not automatically effective under the Act, use commercially reasonable efforts to cause such post-effective amendment to be
declared effective under the Act as promptly as is practicable; (ii) provide such Holder, upon request, copies of any documents
filed pursuant to Section 2(d)(i) hereof; and (iii) notify such Holder as promptly as practicable after the effectiveness
under the Act of any post-effective amendment filed pursuant to Section 2(d)(i) hereof; provided that if such Notice
and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire
and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance
with Section 3(i) hereof. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation
to name any Holder that is not a Notice Holder as a selling securityholder in the Shelf Registration Statement or related Prospectus;
provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) (whether
or not such Holder was a Notice Holder at the effective date of the Shelf Registration Statement) shall be named as a selling securityholder
in the Shelf Registration Statement or related Prospectus in accordance with the requirements of this Section 2(d). Notwithstanding
the foregoing, if the Notes are exchanged as provided for in Article 13 of the Indenture, then the Company shall use commercially
reasonable efforts to file the post-effective amendment or supplement within 20 Business Days of the exchange date, or if such
Notice and Questionnaire is delivered during a Deferral Period, upon expiration of the Deferral Period.


 






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3.Registration Procedures. The
following provisions shall apply in connection with the Shelf Registration Statement.


 


(a)The Company shall:


 


(i)furnish to each of the
Representatives and to counsel for the Holders, not less than five Business Days prior to the filing thereof with the Commission,
a copy of the Shelf Registration Statement and each amendment thereto and each amendment or supplement, if any, to the Prospectus
included therein and shall use its commercially reasonable efforts to reflect in each such document, when so filed with the Commission,
such comments as the Representatives reasonably propose; and


 


(ii)include information regarding
the Notice Holders and the methods of distribution they have elected for their Registrable Securities provided to the Company in
Notices and Questionnaires as necessary to permit such distribution by the methods specified therein.


 


(b)The Company shall ensure that:


 


(i)the Shelf Registration
Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in
all material respects with the Act; and


 


(ii)the Shelf Registration
Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading.


 


(c)The Company shall advise the Representatives,
the Notice Holders and any underwriter that has provided in writing to the Company a telephone or facsimile number and address
for notices, and confirm such advice in writing, if requested (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied
by an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such suspension):


 


(i)when the Shelf Registration
Statement and any amendment thereto has been filed with the Commission and when the Shelf Registration Statement or any post-effective
amendment thereto has become effective;


 


(ii)of any request by the
Commission for any amendment or supplement to the Shelf Registration Statement or the Prospectus or for additional information;


 


(iii)of the issuance by the
Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or the institution or threatening
of any proceeding for that purpose;


 


(iv)of the receipt by the
Company of any notification with respect to the suspension of the qualification of the Company Common Stock included therein for
sale in any jurisdiction or the institution or threatening of any proceeding for such purpose; and


 






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(v)of the happening of any
event that requires any change in the Shelf Registration Statement or the Prospectus so that, as of such date, they (A) do
not contain any untrue statement of a material fact and (B) do not omit to state a material fact required to be stated therein
or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they
were made) not misleading.


 


(d)The Company shall use its commercially
reasonable efforts to prevent the issuance of any order suspending the effectiveness of the Shelf Registration Statement or the
qualification of the securities therein for sale in any jurisdiction and, if issued, to obtain as soon as possible the withdrawal
thereof. The Company shall undertake additional reasonable actions as required to permit unrestricted resales of the Company Common
Stock in accordance with the terms and conditions of this Agreement.


 


(e)Upon request, the Company shall furnish
to each Notice Holder, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto
and, if a Notice Holder so requests in writing, copies of any or all material incorporated therein by reference and/or exhibits
thereto (including exhibits incorporated by reference therein).


 


(f)During the Shelf Registration Period,
the Company shall promptly deliver to each Initial Purchaser, each Notice Holder, and any sales or placement agents or underwriters
acting on their behalf, without charge, as many copies of the Prospectus (including the preliminary Prospectus, if any) included
in the Shelf Registration Statement and any amendment or supplement thereto as any such person may reasonably request. The Company
consents to the use of the Prospectus or any amendment or supplement thereto by each of the foregoing in connection with the offering
and sale of the Company Common Stock.


 


(g)Prior to any offering of Company
Common Stock pursuant to the Shelf Registration Statement, the Company shall arrange for the qualification of the Company Common
Stock for sale under the laws of such U.S. jurisdictions as any Notice Holder shall reasonably request and shall maintain such
qualification in effect so long as required; provided that in no event shall the Company be obligated to qualify to do business
in any jurisdiction where it is not then so qualified or to take any action that would subject it to service of process in suits,
other than those arising out of the Initial Placement or any offering pursuant to the Shelf Registration Statement, in any jurisdiction
where it is not then so subject.


 


(h)Upon the occurrence of any event
contemplated by subsections (c)(ii) through (v) above, the Company shall promptly (or within the time period provided for
by Section 3(i) hereof, if applicable) prepare a post-effective amendment to the Shelf Registration Statement or an amendment
or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to subsequent purchasers
of the securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.


 






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(i)Upon the occurrence or existence
of any pending corporate development, public filings with the Commission or any other material event that, in the reasonable judgment
of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus,
the Company shall give notice (without notice of the nature or details of such events) to the Notice Holders that the availability
of the Shelf Registration Statement is suspended and, upon receipt of any such notice, each Notice Holder agrees (i) not to
sell any Registrable Securities pursuant to the Shelf Registration Statement until such Notice Holder’s receipt of copies
of the supplemented or amended Prospectus provided for in Section 3(i) hereof, or until it is advised in writing by the Company
that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed
incorporated by reference in such Prospectus and (ii) to hold such notice in confidence. Except in the case of a suspension
of the availability of the Shelf Registration Statement and the related Prospectus solely as the result of the filing of a post-effective
amendment or supplement to the Prospectus to add additional selling securityholders therein, the period during which the availability
of the Shelf Registration Statement and any Prospectus is suspended (the “Deferral Period”) shall not exceed
45 days in any calendar quarter or 90 days in any calendar year; provided, that, if the event triggering the Deferral Period
relates to a proposed or pending material business transaction, including any material property acquisition, the disclosure of
which the board of directors of the Company determines in good faith would be reasonably likely to impede the ability to consummate
the transaction or would otherwise be seriously detrimental to the Company and its subsidiaries taken a whole, the Company may
extend the Deferral Period from 45 days to 60 days in any calendar quarter or from 90 days to 120 days in any calendar year.


 


(j)The Company shall comply with all
applicable rules and regulations of the Commission and shall make generally available to its securityholders an earnings statement
satisfying the provisions of Section 11(a) of the Act as soon as practicable after the effective date of the Shelf Registration
Statement and in any event no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year)
beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Shelf Registration
Statement.


 


(k)The Company may require each Holder
of Company Common Stock to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding
the Holder and the distribution of such Company Common Stock as the Company may from time to time reasonably require for inclusion
in the Shelf Registration Statement. The Company may exclude from the Shelf Registration Statement the Company Common Stock of
any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.


 


(l)Subject to Section 6 hereof,
the Company shall enter into customary agreements (including, if requested, an underwriting agreement in customary form) and take
all other appropriate actions in order to expedite or facilitate the registration or the disposition of the Company Common Stock,
and in connection therewith, if an underwriting agreement is entered into, cause the same to contain customary indemnification
provisions and procedures.


 






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(m)Subject to Section 6 hereof,
for persons who are or may be “underwriters” with respect to the Company Common Stock issued upon exchange of the Notes
within the meaning of the Act and who make appropriate requests for information to be used solely for the purpose of taking reasonable
steps to establish a due diligence or similar defense in connection with the proposed sale of such Company Common Stock pursuant
to the Shelf Registration, the Company shall:


 


(i)make reasonably available
for inspection by the Holders of Company Common Stock to be registered thereunder, any underwriter participating in any disposition
pursuant to the Shelf Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such underwriter
all relevant financial and other records and pertinent corporate documents of the Company and its subsidiaries;


 


(ii)cause the Company’s
officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders
or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement as is customary for
similar due diligence examinations;


 


(iii)make such representations
and warranties to the Holders of Company Common Stock registered thereunder and the underwriters, if any, in form, substance and
scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but
not limited to, those set forth in the Purchase Agreement;


 


(iv)obtain opinions of counsel
to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory
to the Managing Underwriters, if any) addressed to each selling Holder of Registrable Securities and the underwriters, if any,
covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may
be reasonably requested by such Holders and underwriters;


 


(v)obtain “comfort”
letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent
certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements
and financial data are, or are required to be, included in the Shelf Registration Statement), addressed to each selling Holder
of Company Common Stock registered thereunder and the underwriters, if any, in customary form and covering matters of the type
customarily covered in “comfort” letters in connection with primary underwritten offerings; and


 


(vi)deliver such documents
and certificates as may be reasonably requested by the Majority Holders or the Managing Underwriters, if any, including those to
evidence compliance with Section 3(h) hereof and with any customary conditions contained in the underwriting agreement or
other agreement entered into by the Company.


 






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Subject to Section 6 hereof, the actions
set forth in clauses (iii), (iv), (v) and (vi) of this paragraph (m) shall be performed in connection with any underwriting
or similar agreement as and to the extent required thereunder.


 


(n)In the event that any Broker-Dealer
shall underwrite any Company Common Stock or participate as a member of an underwriting syndicate or selling group or “participate
in an offering” (within the meaning of the FINRA Rules) thereof, whether as a Holder of such Company Common Stock or as an
underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company shall, upon the reasonable
request of such Broker-Dealer, comply with any such reasonable request of such Broker-Dealer in complying with the FINRA Rules.


 


(o)The Company shall use its commercially
reasonable efforts to take all other steps necessary to effect the registration of the Company Common Stock covered by the Shelf
Registration Statement.


 


4.Registration Expenses. The
Company shall bear all expenses incurred in connection with the performance of its obligations under Sections 2 and 3 hereof and
shall reimburse the Holders for the reasonable fees and disbursements of one firm or counsel (which shall initially be Sidley Austin
llp, but which may be another nationally recognized law firm experienced in securities
matters designated by the Majority Holders) to act as counsel for the Holders in connection therewith.


 


5.Indemnification and Contribution.
(a) The Company and the Operating Partnership agree to indemnify and hold harmless each Holder of Company Common Stock covered
by the Shelf Registration Statement, each Initial Purchaser, the directors, officers, employees, Affiliates and agents of each
such Holder or Initial Purchaser and each person who controls any such Holder or Initial Purchaser within the meaning of either
the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement as originally
filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement
thereto, or caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances
under which they were made) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability
or action; provided, however, that the Company and the Operating Partnership will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of the party claiming indemnification specifically for inclusion therein.


 






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The Company and the Operating Partnership
also agree to indemnify as provided in this Section 5(a) or contribute as provided in Section 5(d) hereof to Losses of
each underwriter, if any, of Company Common Stock registered under the Shelf Registration Statement, its directors, officers, employees,
Affiliates or agents and each person who controls such underwriter on substantially the same basis as that of the indemnification
of the Initial Purchasers and the selling Holders provided in this paragraph (a) and shall, if requested by any Holder, enter
into an underwriting agreement reflecting such agreement, as provided in Section 3(l) hereof.


 


(b)Each Holder of securities covered
by the Shelf Registration Statement (including each Initial Purchaser that is a Holder, in such capacity) severally and not jointly
agrees to indemnify and hold harmless the Company and the Operating Partnership, each of its directors, each of its officers who
signs the Shelf Registration Statement and each person who controls the Company or the Operating Partnership within the meaning
of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company and the Operating Partnership
to each such Holder, but only with reference to written information relating to such Holder furnished to the Company by or on behalf
of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement shall
be acknowledged by each Notice Holder that is not an Initial Purchaser in such Notice Holder’s Notice and Questionnaire and
shall be in addition to any liability that any such Notice Holder may otherwise have.


 


(c)Promptly after receipt by an indemnified
party under this Section 5 or notice of the commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph
(a) or (b) above unless and to the extent it has been materially prejudiced through the forfeiture by the indemnifying
party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. If any action
shall be brought against an indemnified party and it shall have notified the indemnifying party thereof, the indemnifying party
shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s
expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party
shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed
by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that
such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election
to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any
such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory
to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action;
or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying
party. It is understood and agreed that the indemnifying party shall not, in connection with any proceeding or related proceeding
in the same jurisdiction, be liable for the fees and expenses of more than one separate law firm (in addition to any local counsel)
for all indemnified persons. An indemnifying party will not, without the prior written consent of the indemnified parties, settle
or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding
in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual
or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of
each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include an admission
of fault, culpability or a failure to act, by or on behalf of such indemnified party.


 






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(d)In the event that the indemnity provided
in paragraph (a) or (b) of this Section 5 is unavailable to or insufficient to hold harmless an indemnified party
for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating
or defending loss, claim, liability, damage or action) (collectively “Losses”) to which such indemnified party
may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the
one hand, and such indemnified party, on the other hand, from the Initial Placement and the Shelf Registration Statement which
resulted in such Losses; provided, however, that in no case shall any Initial Purchaser be responsible, in the aggregate,
for any amount in excess of the purchase discount or commission applicable to the Notes, as set forth in the Final Memorandum,
nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the
securities purchased by such underwriter under the Shelf Registration Statement which resulted in such Losses. If the allocation
provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of
such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions
which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company and the
Operating Partnership shall be deemed to be equal to the total net proceeds from the Initial Placement (before deducting expenses)
as set forth in the Final Memorandum. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase
discounts and commissions as set forth on the cover page of the Final Memorandum, and benefits received by any other Holders shall
be deemed to be equal to the value of receiving Company Common Stock registered under the Act. Benefits received by any underwriter
shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus
forming a part of the Shelf Registration Statement which resulted in such Losses. Relative fault shall be determined by reference
to, among other things, whether any untrue or any alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information provided by the indemnifying party, on the one hand, or by the indemnified party,
on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The parties agree that it would not be just and equitable if contribution were determined
by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which
does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d),
no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 5, each person who controls
a Holder within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of such Holder
shall have the same rights to contribution as such Holder, and each person who controls the Company or the Operating Partnership
within the meaning of either the Act or the Exchange Act, each officer of the Company or the Operating Partnership who shall have
signed the Shelf Registration Statement and each director of the Company or the Operating Partnership shall have the same rights
to contribution as the Company and the Operating Partnership, subject in each case to the applicable terms and conditions of this
paragraph (d).


 






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(e)The provisions of this Section 5
shall remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or the
Operating Partnership or any of the indemnified persons referred to in this Section 5, and shall survive the sale by a Holder
of securities covered by the Shelf Registration Statement.


 


6.Underwritten Registrations.
(a) In no event will the method of distribution of Registrable Securities take the form of an underwritten offering without
the prior written consent of the Company. Consent may be conditioned on waivers of any of the obligations in Section 3, Section 4
or Section 5.


 


(b)If any shares of Company Common Stock
covered by the Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected
by the Company, subject to the prior written consent of the Majority Holders, which consent shall not be unreasonably withheld.


 


(c)No person may participate in any
underwritten offering pursuant to the Shelf Registration Statement unless such person (i) agrees to sell such person’s
shares of Company Common Stock on the basis reasonably provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements; and (ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.


 


7.Registration Defaults. If any
of the following events shall occur (each, a “Registration Default”), then the Company shall pay additional
interest on the Notes (“Additional Interest”) to the Holders as follows:


 


(a)if the Shelf Registration
Statement has not been filed with the Commission and become effective (whether upon such filing if the Company is then a Well-Known
Seasoned Issuer or upon declaration by the Commission if the Company is not then a Well-Known Seasoned Issuer) on or prior to the
180th day after the Closing Date, then commencing on the 181st day after the Closing Date, Additional
Interest shall accrue on the aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum for the first
90 days from and including the 181st day after the Closing Date and 0.50% per annum thereafter; or 


 






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(b)if the Shelf Registration
Statement has been declared or becomes effective but ceases to be effective or usable for the offer and sale of the Registrable
Securities, other than in connection with (i) a Deferral Period or (ii) as a result of a requirement to file a post-effective
amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution
provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness
or usability within 10 Business Days (or, if a Deferral Period is then in effect and subject to the 10 Business Day filing requirement
and the proviso regarding the filing of post-effective amendments in Section 2(d) with respect to any Notice and Questionnaire
received during such period, within 10 Business Days following the expiration of such Deferral Period or period permitted pursuant
to Section 2(d)) then Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate
of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum
thereafter; or


 


(c)if the Company through
its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a
manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective
or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus
forms a part becomes effective, then Additional Interest shall accrue, on the aggregate outstanding principal amount of the Notes
held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective
date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum
thereafter; or


 


(d)if the aggregate duration
of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i)
hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted
in respect of such period, Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate
of 0.25% per annum for the first 90 days from and including such date, and 0.50% per annum thereafter;


 


provided, however, that (1) upon
the filing and effectiveness (whether upon such filing or otherwise) of the Shelf Registration Statement (in the case of paragraph
(a) above), (2) upon such time as the Shelf Registration Statement which had ceased to remain effective or usable for
resales again becomes effective and usable for resales (in the case of paragraph (b) above), (3) upon the time such Holder
is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with
applicable law (in the case of paragraph (c) above), (4) upon the termination of the Deferral Period that caused the
limit on the aggregate duration of Deferral Periods in a period set forth in 3(i) to be exceeded (in the case of paragraph (d)
above), or (5) in any case, notwithstanding the preceding clauses (1) through (4), upon the earlier of the two dates
provided in clauses (i) and (ii) of Section 2(b), Additional Interest shall cease to accrue.


 






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Any amounts of Additional Interest due pursuant
to this Section 7 will be payable in cash on the next succeeding interest payment date to Holders entitled to receive such
Additional Interest on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period
for which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such Note.


 


The Additional Interest rate on the Notes
shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given
period of time, except that if Additional Interest would be payable because of more than one Registration Default, but at a rate
of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional
Interest rate shall be the higher rate of 0.50% per annum.


 


Notwithstanding any provision in this Agreement,
in no event shall interest, including Additional Interest, accrue to holders of shares of Company Common Stock issued upon exchange
of Notes. In lieu thereof, the Operating Partnership shall increase the Exchange Rate (as defined in the Indenture) by 3% for each
$1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing. If a Registration
Default occurs after a Holder has exchanged Notes, such Holder will not be entitled to the increase in the Exchange Rate specified
in the preceding sentence.


 


8.No Inconsistent Agreements.
Neither the Company nor the Operating Partnership has entered into, and each agrees not to enter into, any agreement with respect
to its securities that is inconsistent with the registration rights granted to the Holders herein.


 


9.Rule 144A and Rule 144. So
long as any Registrable Securities remain outstanding, the Company shall file the reports required to be filed by it under Rule
144A(d)(4) under the Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports,
it will, upon the written request of any Holder of Registrable Securities, make publicly available other information so long as
necessary to permit sales of such Holder’s Registrable Securities pursuant to Rules 144 and 144A of the Act. The Company
covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such Holder to sell Registrable Securities without registration under the Act within the limitation
of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the
written request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether
it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 9 shall be deemed to require
the Company or the Operating Partnership to register any of its securities pursuant to the Exchange Act.


 


10.Listing. The Company shall
use its commercially reasonable efforts to maintain the approval of the Company Common Stock for listing on the New York Stock
Exchange.


 


11.Amendments and Waivers. The
provisions of this Agreement may not be amended, qualified, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Company has obtained the written consent of the Majority Holders; provided
that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company
shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, modification, supplement,
waiver or consent is to be effective; provided, further, that no amendment, qualification, modification, supplement, waiver
or consent with respect to Section 7 hereof shall be effective as against any Holder of Registrable Securities unless consented
to in writing by such Holder; and provided, further, that the provisions of this Section 11 may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company
has obtained the written consent of the Initial Purchasers and each Holder.


 






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12.Notices. All notices and other
communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier
or air courier guaranteeing overnight delivery:


 


(a)if to a Holder, at the
most current address given by such holder to the Company in accordance with the provisions of the Notice and Questionnaire;


 


(b)if to the Initial Purchasers
or the Representatives, initially at the address or addresses set forth in the Purchase Agreement; and


 


(c)if to the Company or the
Operating Partnership, initially at its address set forth in the Purchase Agreement.


 


All such notices and communications shall
be deemed to have been duly given when received.


 


The Initial Purchasers, the Company or the
Operating Partnership by notice to the other parties may designate additional or different addresses for subsequent notices or
communications.


 


Notwithstanding the foregoing, notices given
to Holders holding Notes in book-entry form may be given through the facilities of DTC or any successor depository.


 


13.Remedies. Each Holder, in
addition to being entitled to exercise all rights provided to it herein or in the Purchase Agreement or granted by law, including
recovery of liquidated or other damages, will be entitled to specific performance of its rights under this Agreement. The Company
and the Operating Partnership agree that monetary damages would not be adequate compensation for any loss incurred by reason of
a breach by them of the provisions of this Agreement and hereby agree to waive in any action for specific performance the defense
that a remedy at law would be adequate.


 


14.Successors. This Agreement
shall inure to the benefit of and be binding upon the parties hereto, their respective successors and assigns, including, without
the need for an express assignment or any consent by the Company or the Operating Partnership thereto, subsequent Holders, and
the indemnified persons referred to in Section 5 hereof. The Company and the Operating Partnership hereby agree to extend
the benefits of this Agreement to any Holder, and any such Holder may specifically enforce the provisions of this Agreement as
if an original party hereto.


 






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15.Counterparts. This Agreement
may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute
one and the same agreement.


 


16.Headings. The section headings
used herein are for convenience only and shall not affect the construction hereof.


 


17.Applicable Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be
performed in the State of New York. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Agreement.


 


18.Severability. In the event
that any one of more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all
of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.


 


19.Company Common Stock Held by the
Company, etc. Whenever the consent or approval of Holders of a specified percentage of Company Common Stock is required hereunder,
Company Common Stock held by the Company or its Affiliates (other than subsequent Holders of Company Common Stock if such subsequent
Holders are deemed to be Affiliates solely by reason of their holdings of such Company Common Stock) shall not be counted in determining
whether such consent or approval was given by the Holders of such required percentage.


 




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	 	Very truly yours, 
	 	 	 	 	 
	 	 	 	 	 
	 	CAMPUS CREST COMMUNITIES, INC.
	 	 
	 	 
	 	By:	/s/ Donald L. Bobbitt, Jr. 
	 	 	Name:	Donald L. Bobbitt, Jr. 
	 	 	Title:	Executive Vice President, Chief 

Financial Officer and Secretary
	 	 	 	 
	 	 	 	 
	 	CAMPUS CREST COMMUNITIES OPERATING 

PARTNERSHIP, LP
	 	 
	 	By:	Campus Crest Communities GP, LLC, as its 

general partner
	 	By: 	Campus Crest Communities, Inc., as its sole member
	 	 	 
	 	 	 
	 	By:  	/s/ Donald L. Bobbitt, Jr. 
	 	 	Name:  	Donald L. Bobbitt, Jr.
	 	 	Title:	Executive Vice President, Chief 

Financial Officer and Secretary




 





 


[Signature Page to Registration
Rights Agreement]


 




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The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.


 


 





	 	BARCLAYS CAPITAL INC.
	 	MERRILL LYNCH, PIERCE, FENNER & SMITH
	 	                              INCORPORATED
	 	CITIGROUP GLOBAL MARKETS INC.
	 	on behalf of themselves and the several Initial 

Purchasers listed in Schedule I to the Purchase 

Agreement
	 	 
	 	BARCLAYS CAPITAL INC.
	 	 
	 	 
	 	By:  	/s/ David Levin
	 	 	Name:  David Levin
	 	 	Title:  Managing Director
	 	 	 
	 	MERRILL LYNCH, PIERCE, FENNER & SMITH

                                                                                     INCORPORATED

	 	 
	 	 
	 	By:	/s/ Burri Rao-Kathi
	 	 	Name:  Burri Rao-Kathi
	 	 	Title:  Managing Director
	 	 	 
	 	CITIGROUP GLOBAL MARKETS INC.
	 	 
	 	 
	 	By:	/s/ John Wieker
	 	 	Name:  John Wieker
	 	 	Title:  Managing Director
	 	 	 







 


 


 


[Signature Page to Registration
Rights Agreement]


  








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