exv10w63






Exhibit 10.63




AMENDMENT NO. 2 TO CONTRIBUTION AGREEMENT




     THIS AMENDMENT NO. 2 TO CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October
4, 2010, by and among Campus Crest Communities, Inc., a Maryland corporation (the
“Company”), and Campus Crest Communities Operating Partnership, LP, a Delaware limited
partnership (the “Operating Partnership” and, together with the Company, the “Company
Entities”), and MXT Capital, LLC, a Delaware limited liability company (“MXT”, and also
referred to herein as the “Sponsor”).



W I T N E S S E T H:




     WHEREAS, the Company Entities and MXT have entered into that certain Contribution Agreement,
dated as of May 13, 2010, and that certain Amendment No. 1 to Contribution Agreement, dated as of
September 15, 2010 (as amended, the “Contribution Agreement”); and



     WHEREAS, the Company Entities and MXT desire to amend certain provisions of the Contribution
Agreement.



     NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the
parties to the Contribution Agreement hereby agree that the Contribution Agreement shall be amended
as follows:



     1. Amendment to Section 1.3. Section 1.3 of the Contribution Agreement is hereby deleted in
its entirety and replaced with the following:



          “Consideration for the Formation Transactions. Upon the Closing, MXT, in exchange for the MXT
Interests (as defined herein), shall receive from the Operating Partnership 232,593 limited
partnership units in the Operating Partnership (the “MXT OP Units”) and $3,334,062 of the
net proceeds of the IPO in cash or other immediately available funds (the “Exchange
Consideration”).”




     2. Remainder of Contribution Agreement Unchanged. Except as amended by this Amendment, the
Contribution Agreement shall otherwise remain in full force and effect.



     3. Governing Law. This Amendment shall be governed by and construed under the laws of the
State of North Carolina, without giving effect to choice of law principles thereof.



     4. Counterparts. This Amendment may be executed 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.



[Signature page follows]






 









 







     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above
written.



	 	 	 	 	 
	 	COMPANY ENTITIES:



CAMPUS CREST COMMUNITIES, INC.

 	 
	 	By:  	/s/ Donald L. Bobbitt, Jr.
 	 
	 	 	Name:  	Donald L. Bobbitt, Jr. 	 
	 	 	Title:  	Chief Financial Officer
 	 
	 
	 	CAMPUS CREST COMMUNITIES OPERATING PARTNERSHIP, LP

 	 
	 	By:  	Campus Crest Communities GP, LLC,
 	 
	 	 	Its General Partner
 	 



	 	 	 	 	 
	 	By:  	Campus Crest Communities, Inc.
 	 
	 	 	Its Sole Member
 	 
	 	By:  	/s/ Donald L. Bobbitt, Jr.
 	 
	 	 	Name:  	Donald L. Bobbitt, Jr.	 
	 	 	Title:  	Chief Financial Officer
 	 
	 



	 	 	 	 	 
	 	SPONSOR:


MXT CAPITAL, LLC

 	 
	 	By:  	Campus Crest Properties, LLC,
 	 
	 	 	Its Manager
 	 



	 	 	 	 	 
	 	By:  	                                              /s/ Michael S. Hartnett
 	 
	 	 	Name:  	Michael S. Hartnett 	 
	 	 	Title:  	Manager