EX-10.23



 Exhibit 10.23 

REGISTRATION RIGHTS AGREEMENT 

by and among 
 Century
Communities, Inc. 
 Each of the Guarantors Named Herein 

and 
 Merrill Lynch, Pierce,
Fenner & Smith Incorporated 
 Dated as of May 5, 2014 







 REGISTRATION RIGHTS AGREEMENT 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 5, 2014, by and among Century
Communities, Inc., a Delaware corporation (the “Company”), the entities listed on the signature page hereto as “Guarantors” (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, (the “Representative”), on behalf of the Initial Purchasers (the “Initial Purchasers”) named in Schedule A to the Purchase Agreement (as defined below), each of whom has agreed to purchase the Company’s 6.875%
Senior Notes due 2022 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein
collectively referred to as the “Initial Securities.” 
 This Agreement is made pursuant to the Purchase Agreement, dated
April 30, 2014 (the “Purchase Agreement”), among the Company, the Guarantors and the Representative on behalf of the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders
from time to time of the Initial Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(f) of the Purchase Agreement. 

The parties hereby agree as follows: 

SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: 

Additional Interest Payment Date: With respect to the Initial Securities, each Interest Payment Date. 

Broker-Dealer: Any broker or dealer registered under the Exchange Act. 

Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies
located in New York, New York are authorized or obligated to be closed. 
 Closing Date: The date of this Agreement. 

Commission: The Securities and Exchange Commission. 

Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of
(i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously
effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities
in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer. 







 Effectiveness Target Date: As defined in Section 5 hereof. 

Equity Registration Rights Agreement: The Registration Rights Agreement, dated May 7, 2013, among the Company, the Management
Holders (as defined therein) and FBR Capital Markets & Co. 
 Equity Registration Statement Effectiveness Date: The date of
effectiveness of the Company’s registration statement filed with the Commission in accordance with the requirements of the Equity Registration Rights Agreement. 

Exchange Act: The Securities Exchange Act of 1934, as amended. 

Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration
Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate
principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. 

Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.

 Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain “qualified
institutional buyers,” as such term is defined in Rule 144A under the Securities Act, to certain institutional “accredited investors,” as such term is defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under the
Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act. 
 Exchange Securities: The 6.875%
Senior Notes due 2022, of the same series under the Indenture as the Initial Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. 

FINRA: Financial Industry Regulatory Authority . 

Holders: As defined in Section 2(b) hereof. 

Indemnified Holder: As defined in Section 8(a) hereof. 

Indenture: The Indenture, dated as of May 5, 2014, by and among the Company, the Guarantors and U.S. Bank National Association, as
trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. 

Initial Purchaser: As defined in the preamble hereto. 

  
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 Initial Notes: As defined in the preamble hereto. 

Initial Placement: The issuance and sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the Purchase
Agreement. 
 Initial Securities: As defined in the preamble hereto. 

Interest Payment Date: As defined in the Indenture and the Securities. 

Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political
subdivision thereof. 
 Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus
supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 

Registration Default: As defined in Section 5 hereof. 

Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to
an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included
therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. 

Securities: As defined in the preamble hereto. 

Securities Act: The Securities Act of 1933, as amended. 

Shelf Filing Deadline: As defined in Section 4(a) hereof. 

Shelf Registration Statement: As defined in Section 4(a) hereof. 

Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the date on which such Initial Security
is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial Security
has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such Initial Security is distributed to the public by a Broker-Dealer pursuant to the
“Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein). 

Trust Indenture Act: The Trust Indenture Act of 1939, as amended. 

Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for
reoffering to the public. 

  
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 SECTION 2. Securities Subject to this Agreement. 

(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

 (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a
“Holder”) whenever such Person owns Transfer Restricted Securities. 
 SECTION 3. Registered Exchange Offer. 

(a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in
Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) cause to be filed with the Commission no later than 210 days after the Equity Registration Statement Effectiveness Date (or if such 210th day is
not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its commercially reasonable efforts to cause such Registration
Statement to become effective at the earliest possible time after its initial filing, but in no event later than 270 days after the Equity Registration Statement Effectiveness Date (or if such 270th day is not a Business Day, the next succeeding
Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a
post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the
state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on
the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

 (b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the
Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 days
after the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in
the Exchange Offer Registration Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective,
but in no event later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day). 

  
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 (c) The Company shall indicate in a “Plan of Distribution” section contained in the
Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or
other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter”
within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which
prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information
with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial
Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement. 

Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as
a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time,
for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in
connection with market-making or other trading activities. 
 The Company shall provide sufficient copies of the latest version of such
Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales. 

SECTION 4. Shelf Registration. 

(a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer Registration Statement or to consummate
the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not
Consummated within 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities (A) such Holder is prohibited by
applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus
contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its
affiliates, then, upon such Holder’s request, the Company and the Guarantors shall: 
 (x) cause to be filed a
shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the earliest to occur
of (1) the 30th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement, and (2) the 30th day after the date on which the Company receives notice from a Holder of
Transfer Restricted Securities as contemplated by clause (iii) above; provided, however, that in no event shall the Company be permitted to file a Shelf Registration Statement prior to the 180th day following the Equity Registration Statement
Effectiveness Date (such earliest date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required
pursuant to Section 4(b) hereof; and 

  
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 (y) use their commercially reasonable efforts to cause such Shelf Registration
Statement to be declared effective by the Commission on or before the 60th day after the Shelf Filing Deadline (or if such 60th day is not a Business Day, the next succeeding Business Day). 

Each of the Company and the Guarantors shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously
effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled
to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least
two years following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Initial Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration
Statement). 
 (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder
of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 Business Days after
receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf
Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. 

SECTION 5. Additional Interest. If (i) the Exchange Offer Registration Statements required by this Agreement is not
filed with the Commission on or prior to the date that is 270 days following the Closing Date, (ii) the Shelf Registration Statement has not been filed with the Commission on or prior to the Shelf Filing Deadline, (iii) the Exchange Offer
Registration Statement has not been declared effective by the Commission on or prior to the date that is 330 days following the Closing Date (the “Effectiveness Target Date”), (iv) the Shelf Registration Statement has not been
declared effective by the Commission on or prior to the date specified in  

  
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clause (y) of Section 4(a) hereof, (v) the Exchange Offer has not been Consummated on or prior to the date that is 360 days following the Closing Date or (vi) any
Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such
Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (vi), a “Registration Default”), the Company hereby agrees that the interest rate
borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent
90-day period, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted
Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by
the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. 
 All obligations of the
Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such
obligations with respect to such security shall have been satisfied in full. 
 SECTION 6. Registration Procedures. 

(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply
with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of
distribution thereof, and shall comply with all of the following provisions: 
 (i) If in the reasonable opinion of
counsel to the Company there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Company and the Guarantors hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the
Company and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take
commercially unreasonable action to effect a change of Commission policy. Each of the Company and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff
an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff
of such submission. 

  
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 (ii) As a condition to its participation in the Exchange Offer pursuant to the
terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal
contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to
participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities
shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to
be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and
Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter
obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction
should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange
Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company. 
 (b)
Shelf Registration Statement. In connection with the Shelf Registration Statement, each of the Company and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use its commercially reasonable efforts to
effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Company and the Guarantors will as expeditiously
as possible, subject to the provisions of Section 4 hereof, prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale
of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof. 
 (c)
General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the
related Prospectus required to permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors shall: 

(i) use its commercially reasonable efforts to keep such Registration Statement continuously effective and provide all
requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors for the period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event
that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period
required 

  
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by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the
case of either clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as
practicable thereafter; 
 (ii) prepare and file with the Commission such amendments and post-effective amendments to the
applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to
comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; 

(iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice
in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective,
(B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or
supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at
any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Company and the Guarantors shall use its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest
possible time; 
 (iv) furnish without charge to each of the Initial Purchasers, each selling Holder named in any
Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or


  
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Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders
and underwriter(s) in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or
Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five
Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such
Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission; 

(v) promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or
Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the Company’s and the Guarantors’ representatives available for
discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request; 

(vi) make available at reasonable times for inspection by the Initial Purchasers, the managing underwriter(s), if any,
participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties
of each of the Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection
with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent requested by the managing underwriter(s), if any;

 (vii) if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration
Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation,
information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid
therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is
notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; 

  
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 (viii) cause the Transfer Restricted Securities covered by the Registration
Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Securities covered thereby or the underwriter(s), if any; 

(ix) furnish to each Initial Purchaser, each selling Holder and each of the underwriter(s), if any, without charge, at least
one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits
incorporated therein by reference); 
 (x) deliver to each selling Holder and each of the underwriter(s), if any, without
charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; each of the Company and the Guarantors hereby consents to the use of the Prospectus and
any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement
thereto; 
 (xi) enter into such agreements (including an underwriting agreement), and make such representations and
warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as
may be requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an
underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, each of the Company and the Guarantors shall: 

(A) furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they
may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer or, if applicable, the effectiveness of the Shelf Registration Statement: 

(1) a certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration
Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Company and the Guarantors, confirming, as of the date thereof, the matters set forth in
paragraphs (i), (ii) and (iii) of Section 5(e) of the Purchase Agreement and such other matters as such parties may reasonably request; 

(2) an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration
Statement, as the case may be, of counsel for the Company and the Guarantors, covering the matters set forth in Section 5(c) of the Purchase Agreement 

  
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and such other matters as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other
representatives of the Company and the Guarantors, representatives of the independent public accountants for the Company and the Guarantors, representatives of the underwriter(s), if any, and counsel to the underwriter(s), if any, in connection with
the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy,
completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel’s attention that caused such counsel to believe that the applicable Registration Statement, at the
time such Registration Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of
Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein not misleading. Without limiting the
foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included
in any Registration Statement contemplated by this Agreement or the related Prospectus; and 
 (3) a customary comfort
letter or comfort letters, as the case may be, dated the date of effectiveness of the Shelf Registration Statement, from the Company’s independent accountants, in the customary form and covering matters of the type customarily requested to be
covered in comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without
exception; 
 (B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification
provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and 

(C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with
Section 6(c)(xi)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or any of the Guarantors pursuant to this Section 6(c)(xi), if any. 

  
 12 








 If at any time the representations and warranties of the Company and the
Guarantors contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Company or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by
such Persons, shall confirm such advice in writing; 
 (xii) prior to any public offering of Transfer Restricted Securities,
cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such
jurisdictions as the selling Holders or underwriter(s), if any, may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf
Registration Statement; provided, however, that neither the Company nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to
the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject; 

(xiii) shall issue, upon the request of any Holder of Initial Securities covered by the Shelf Registration Statement, Exchange
Securities having an aggregate principal amount equal to the aggregate principal amount of Initial Securities surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in
the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Initial Securities held by such Holder shall be surrendered to the Company for cancellation; 

(xiv) cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the
underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s); 

(xv) use its commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement
to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities,
subject to the proviso contained in Section 6(c)(xii) hereof; 
 (xvi) if any fact or event contemplated by
Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document
so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not
misleading; 

  
 13 








 (xvii) provide a CUSIP number for all Securities not later than the effective
date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all other
action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company; 
 (xviii)
cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in
accordance with the rules and regulations of FINRA; 
 (xix) otherwise use its commercially reasonable efforts to comply with
all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the
twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an
offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement; 

(xx) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first
Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance
with the terms of the Trust Indenture Act; and to execute and use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed
with the Commission to enable such Indenture to be so qualified in a timely manner; 
 (xxi) cause all Securities covered by
the Registration Statement to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed if requested by the Holders of a majority in aggregate principal amount of Initial
Securities or the managing underwriter(s), if any; and 
 (xxii) provide promptly to each Holder upon request each document
filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act. 
 Each Holder agrees by
acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer
Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until


  
 14 








 
it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus
covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling
Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; provided, however, that no such extension
shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a Registration Statement
pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof. 
 SECTION 7.
Registration Expenses. 
 (a) All expenses incident to the Company’s and each Guarantors’ performance of or compliance with
this Agreement will be borne by the Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including
filings made by any Initial Purchaser or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all
fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all
application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public
accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). 

Each of the Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors. 

(b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold
pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration 

  
 15 








 
Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Gibson, Dunn &
Crutcher, LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 

SECTION 8. Indemnification. 

(a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person,
if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling
person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as
an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable
costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses
of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration
Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in
writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company or any of the Guarantors may otherwise have. 

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted
against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company
and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement. Such Indemnified Holder shall have the right to
employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to
indemnification hereunder). The Company and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the
Holders. The Company and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Company’s and the Guarantors’ prior  

  
 16 








 
written consent, which consent shall not be withheld unreasonably, and each of the Company and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any
loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company and the Guarantors. The Company and the Guarantors shall not, without the prior written consent of each Indemnified
Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether
or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or
proceeding. 
 (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the
Company, the Guarantors and their respective directors, officers of the Company and the Guarantors who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) the Company or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company and the Guarantors to
each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be
brought against the Company, the Guarantors or their respective directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights
and duties given the Company and the Guarantors, and the Company, the Guarantors, their respective directors and officers and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph. 

(c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or
(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Company and the Guarantors shall be deemed to be equal to the total gross proceeds to the Company
and the Guarantors from the Initial Placement), the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or
expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnified Holder on the other shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any of the Guarantors,
on 

  
 17 








 
the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a)
hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. 

The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution
pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to
in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the
Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Securities exceeds the amount of any
damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective
principal amount of Initial Securities held by each of the Holders hereunder and not joint. 
 SECTION 9. Rule 144A. Each of the
Company and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A under the Securities Act. 
 SECTION 10. Participation in Underwritten Registrations. No Holder may
participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

 SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be
selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory
to the Company. 

  
 18 








 SECTION 12. Miscellaneous. 

(a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate. 

(b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after the date of this Agreement enter
into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company nor any of the Guarantors has previously entered
into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the
Company’s or any of the Guarantors’ securities under any agreement in effect on the date hereof. 
 (c)
Adjustments Affecting the Securities. The Company will not take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange
Offer. 
 (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented,
and waivers or consents to or departures from the provisions hereof may not be given unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding
Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted
Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the
Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities being tendered or registered; provided, however, 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 with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective. 

(e) Notices. All notices and other communications provided for or permitted hereunder shall be in writing and shall be mailed,
hand delivered, air couriered or facsimiled and confirmed to the parties hereto as follows:  
 (i) if to a Holder, at
the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and 

  
 19 









	 	(ii)	if to the Company or to the Guarantors: 

 Century Communities, Inc. 

8390 East Crescent Parkway, Suite 650 

Greenwood Village, Colorado 80111 

Facsimile: (303) 770-8320 

Attention: Dale Francescon 

With a copy to: 

Greenberg Traurig, LLP 

1840 Century Park East, Suite 1900 

Los Angeles, California 90067 

Facsimile: (310) 586-0556 

Attention: Mark Kelson, Esq. 

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered five
Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if facsimiled; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery. 

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at
the address specified in the Indenture. 
 (f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall
not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder. 

(g) Counterparts. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or
“tif”) shall be effective as delivery of a manually executed counterpart thereof.  
 (h) Headings. The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 

(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.  

  
 20 








 (j) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be
affected or impaired thereby. 
 (k) Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter. 

  
 21 








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

  

													
	CENTURY COMMUNITIES, INC.
		
	By:	 	/s/ Dale Francescon
		 	Name: Dale Francescon
		 	Title: Co-Chief Executive Officer
		
	Guarantors	 	
		
	Augusta Pointe, LLC	 	
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
							
		 	and	 		 		 		 		 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Avalon at Inverness, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	



  
 [Signature Page to
Registration Rights Agreement] 









													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Beacon Pointe, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Blackstone Homes, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer



  
 [Signature Page to
Registration Rights Agreement] 









													
		 	and
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Bradburn Village Homes, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	CC Communities, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
		
		 	and



  
 [Signature Page to
Registration Rights Agreement] 









													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	CCC Holdings, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member and Manager

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
	
	CCH Homes, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
		
		 	and



  
 [Signature Page to
Registration Rights Agreement] 








 
													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Central Park Rowhomes, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Century at Ash Meadows, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer



  
 [Signature Page to
Registration Rights Agreement] 








 
													
		 	and
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Century at Beacon Pointe, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer



  
 [Signature Page to
Registration Rights Agreement] 








 
													
	Century at Candelas, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	 /s/ Dale Francescon

		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Century at Harvest Meadows, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer



  
 [Signature Page to
Registration Rights Agreement] 








 
													
	Century at Lowry, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
						
		 	and	 		 		 		 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Century at Midtown, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
						
		 	and	 		 		 		 	



  
 [Signature Page to
Registration Rights Agreement] 








 
													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Century at Murphy Creek, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer



  
 [Signature Page to
Registration Rights Agreement] 








 
													
	Century at Outlook, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Century at Southshore, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	



  
 [Signature Page to
Registration Rights Agreement] 








 
													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Century at Terrain, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer



  
 [Signature Page to
Registration Rights Agreement] 








 
													
	Century at Wolf Ranch, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Century City, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer



  
 [Signature Page to
Registration Rights Agreement] 








 
													
	Century Communities of Nevada Realty, LLC
			
		 	By:	 	 Century Communities of Nevada, LLC,

Manager and its Sole Member,

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
	
	Century Communities of Nevada, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer



  
 [Signature Page to
Registration Rights Agreement] 








 
													
	Century Land Holdings, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	
			
		 	By:	 	 CCC Holdings, LLC,
 its
Manager

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member and Manager

					
		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
	
	Century Land Holdings II, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	



  
 [Signature Page to
Registration Rights Agreement] 








 
													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Century Rhodes Ranch GC, LLC
			
		 	By:	 	 Century Communities of Nevada, LLC,

its Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer



  
 [Signature Page to
Registration Rights Agreement] 








 
													
	Century Tuscany GC, LLC
			
		 	By:	 	 Century Communities of Nevada, LLC,

its Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
	
	Cherry Hill Park, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Cottages at Willow Park, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	



  
 [Signature Page to
Registration Rights Agreement] 








 
													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Enclave at Boyd Ponds, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Enclave at Cherry Creek, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	



  
 [Signature Page to
Registration Rights Agreement] 








 
													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Estates at Chatfield Farms, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Hearth at Oak Meadows, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	



  
 [Signature Page to
Registration Rights Agreement] 








 
													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Hometown, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Lakeview Fort Collins, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	



  
 [Signature Page to
Registration Rights Agreement] 








 
													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Madison Estates, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Meridian Ranch, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	



  
 [Signature Page to
Registration Rights Agreement] 








 
													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Montecito at Ridgegate, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Neighborhood Associations Group, LLC
			
		 	By:	 	 Century Communities of Nevada, LLC,

its Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer



  
 [Signature Page to
Registration Rights Agreement] 








 
													
	Park 5th Avenue Development Co., LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
	
	Reserve at Highpointe Estates, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
						
		 	and	 		 		 		 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Reserve at The Meadows, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
				
		 	and	 		 	



  
 [Signature Page to
Registration Rights Agreement] 








 
													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Saddle Rock Golf, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Saddleback Heights, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	



  
 [Signature Page to
Registration Rights Agreement] 








 
													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Stetson Ridge Homes, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	 /s/ Dale Francescon

		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	The Vistas at Nor’wood, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	



  
 [Signature Page to
Registration Rights Agreement] 








 
													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	The Wheatlands, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Venue at Arista, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	



  
 [Signature Page to
Registration Rights Agreement] 








 
													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Verona Estates, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Villas at Murphy Creek, LLC
			
		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

				
		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

					
		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 	Name: Dale Francescon
		 		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	



  
 [Signature Page to
Registration Rights Agreement] 








 
													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Waterside at Highland Park, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	
			
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer
	
	Wildgrass, LLC
			
		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

				
		 		 	By:	 	/s/ Dale Francescon
		 		 		 	Name: Dale Francescon
		 		 		 	Title: Co-Chief Executive Officer
			
		 	and	 	



  
 [Signature Page to
Registration Rights Agreement] 








 
													
		 	By:	 	 Horizon Building Services, LLC,
 its
Manager

				
		 		 	By:	 	 Century Land Holdings, LLC,
 its
Sole Member

					
		 		 		 	By:	 	 Century Communities, Inc.,
 its Sole
Member

						
		 		 		 		 	By:	 	/s/ Dale Francescon
		 		 		 		 		 	Name: Dale Francescon
		 		 		 		 		 	Title: Co-Chief Executive Officer



  
 [Signature Page to
Registration Rights Agreement] 








 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first
above written: 
 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 

By: Merrill Lynch, Pierce, Fenner & Smith Incorporated 
  

			
	By:	 	/s/ Authorized Signatory
		 	Director


  
 [Signature Page to
Registration Rights Agreement]