Century Communities, Inc. (Form: S-1, Received: 05/05/2014 06:02:21)

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the U.S. Securities and Exchange Commission on May 5, 2014

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

C ENTURY C OMMUNITIES , I NC .

(Exact Name of Registrant as Specified in Its Charter)

Delaware

1531

68-0521411

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

(303) 770-8300

(Address, including zip code, and telephone number, including area code of Registrant’s principal executive offices)

Dale Francescon

Chairman of the Board of Directors and Co-Chief Executive Officer

Century Communities, Inc.

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

(303) 770-8300

(Address, including zip code, and telephone number, including area code of agent for service)

Copies to:


Mark J. Kelson, Esq.		Howard B. Adler, Esq.
Greenberg Traurig, LLP		Gibson, Dunn & Crutcher LLP
1840 Century Park East, Suite 1900		1050 Connecticut Avenue, N.W.
Los Angeles, California 90067		Washington, DC 20036
Tel: (310) 586-3856		Tel: (202) 955-8500
Fax: (310) 586-0556		Fax: (202) 530-9526

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price ⁽¹⁾⁽²⁾	Amount of Registration Fee ⁽³⁾
Common Stock, $0.01 par value per share	$102,000,000	$13,138

(1)	Estimated solely for purposes of determining the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(2)	Includes shares of common stock that may be purchased by the underwriters pursuant to their over-allotment option and shares of common stock offered by the selling stockholders under the IPO Prospectus and the Selling Stockholders Resale Prospectus contained in this Registration Statement.

(3)	Calculated pursuant to Rule 457(o) of the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant files a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectuses:

(1)

IPO Prospectus. A prospectus (which we refer to as the “IPO Prospectus”) to be used in connection with the initial public offering of our common stock. We are offering shares of our common stock ( shares if the underwriters exercise in full their over-allotment option to purchase additional shares of our common stock), and the selling stockholders named in this prospectus are offering shares of our common stock, through the underwriters named on the cover page of the IPO Prospectus.

(2)

Selling Stockholders Resale Prospectus. A prospectus (which we refer to as the “Selling Stockholders Resale Prospectus”) to be used by selling stockholders for the resale of shares of our common stock.

The Selling Stockholders Resale Prospectus is substantively identical to the IPO Prospectus, except for the following principal differences:

(a)

the Selling Stockholders Resale Prospectus has different front and back covers than the IPO Prospectus;

(b)

all references in the IPO Prospectus to “this offering” will be changed to “the IPO,” defined as the underwritten initial public offering of our common stock, in the Selling Stockholders Resale Prospectus;

(c)

all references in the IPO Prospectus to “underwriters” will be changed to “underwriters of the IPO” in the Selling Stockholders Resale Prospectus;

(d)

all references in the IPO Prospectus to “$ per share, which is the midpoint of the price range set forth on the cover page of this prospectus” will be changed to “$ per share, which is the midpoint of the price range set forth on the cover page of the IPO Prospectus” in the Selling Stockholders Resale Prospectus;

(e)

the following sections in the Selling Stockholders Resale Prospectus are different than the corresponding sections in the IPO Prospectus:

•

“Summary—The Offering”;

•

“Use of Proceeds”;

•

“Description of Capital Stock—Registration Rights Agreement”;

•

“Selling Stockholders”; and

•

“Shares Eligible for Future Sale—General”;

(f)

the following sections in the IPO Prospectus are deleted from the Selling Stockholders Resale Prospectus:

•

“Summary—Selling Stockholders”;

•

“Risk Factors—Risks Related to this Offering and Ownership of our Common Stock—If you purchase common stock in this offering, you will experience immediate dilution”;

•

“Capitalization”; and

•

“Dilution”;

(g)

the Selling Stockholders Resale Prospectus contains the following sections which are not in the IPO Prospectus:

•

“Summary—Recent Developments—Initial Public Offering”; and

•

“Our Business—Recent Developments—Initial Public Offering”;

(h)

the “Underwriting” section in the IPO Prospectus is deleted from the Selling Stockholders Resale Prospectus and a “Plan of Distribution” section is inserted in its place;

(i)

all references in the IPO Prospectus to the “Underwriting” section will be changed to refer to the “Plan of Distribution” section in the Selling Stockholders Resale Prospectus; and

(j)

the reference to counsel for the underwriters is deleted from the “Legal Matters” section in the Selling Stockholders Resale Prospectus.

We have included in this Registration Statement, after the financial statements and the outside back cover of the IPO Prospectus, a set of alternate pages and sections reflecting items (a), (e), (g), (h), and (j) above. We will include the Selling Stockholders Resale Prospectus in its entirety in a subsequent amendment to this Registration Statement.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 5, 2014

PRELIMINARY PROSPECTUS

LOGO

Shares

C ENTURY C OMMUNITIES , I NC .

Common Stock

$ per share

This is the initial public offering of our common stock, $0.01 par value per share. We are offering shares of our common stock, and the selling stockholders named in this prospectus are offering shares of our common stock. We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholders. We currently expect the initial public offering price to be between $ and $ per share of our common stock.

We intend to apply to list the shares of our common stock on the New York Stock Exchange under the symbol “ .”

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, under the federal securities laws and are eligible for reduced reporting requirements. See “Summary—Implications of Being an Emerging Growth Company.”

Investing in our common stock involves risks. See “ Risk Factors ” beginning on page 15.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions ⁽¹⁾	$	$
Proceeds to us (before expenses)	$	$
Proceeds to the Selling Stockholders (before expenses)	$	$

⁽¹⁾ See “Underwriting.”

We have granted the underwriters the right to purchase up to additional shares of our common stock to cover over-allotments, if any.

The underwriters expect to deliver the shares to purchasers on or about , 2014 through the book-entry facilities of The Depository Trust Company.

FBR

, 2014.

LOGO

CENTURY COMMUNITIES
Our Story Century Communities was founded with one simple objective: build a home with lasting value, integrity, quality and service. Century Communities has become one of the country’s fastest growing homebuilders.

We are responsible for the information contained in this prospectus, and you should rely only on the information contained in this prospectus or in any free writing prospectus prepared by us. We, the selling stockholders and the underwriters have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We, the selling stockholders and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus and any free writing prospectus prepared by us is accurate as of any date other than the respective dates of such documents. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.

TABLE OF CONTENTS


Summary			1
Risk Factors			15
Cautionary Note Concerning Forward-Looking Statements			43
Use of Proceeds			44
Capitalization			45
Dilution			46
Dividend Policy			48
Selected Financial Data			49
Management’s Discussion and Analysis of Financial Condition and Results of Operations			50
Market Opportunity			64
Our Business			92
Management			105
Executive and Director Compensation			112
Certain Relationships and Related Party Transactions			120
Conflicts of Interest			123
Principal Stockholders			124
Selling Stockholders			127
Description of Capital Stock			128
Shares Eligible For Future Sale			135
Certain Material Federal Income Tax Considerations			137
Underwriting			142
Legal Matters			147
Change in Accountants			148
Experts			148
Where You Can Find More Information			149
Index to Consolidated Financial Statements			F-1

- i -

STATEMENT REGARDING MARKET DATA

We use market data and industry forecasts and projections throughout this prospectus, and in particular in the sections entitled “Summary,” “Market Opportunity” and “Our Business.” We have obtained substantially all of this information from a market study prepared for us in connection with this offering by John Burns Real Estate Consulting, LLC (which we refer to as “JBREC”), an independent research provider and consulting firm, based on the most recent data available as of February 2014. We have paid JBREC a fee of $46,500 for its services, plus an amount charged at an hourly rate for additional information we may require from JBREC from time to time in connection with its services. Such information is included in this prospectus in reliance on JBREC’s authority as an expert on such matters. Any forecasts prepared by JBREC are based on data (including third party data), models and the experience of various professionals, and are based on various assumptions (including the completeness and accuracy of third-party data), all of which are subject to change without notice. See “Market Opportunity” and “Experts.”

Some of the market data included in this prospectus is derived from the CoreLogic Case-Shiller Index, the Burns Home Value Index ^™ , and the Burns Affordability Index ^™ . The CoreLogic Case-Shiller Index is the most widely recognized measure of home price appreciation and depreciation, and is frequently used by investors; it is released to the public monthly and quarterly via the CoreLogic website at http://www.corelogic.com/products/case-shiller.aspx. The Burns Home Value Index ^™ is a proprietary index developed by JBREC to materially reduce the impact of shifts in the mix of homes sold during a period by using multiple data sources to measure home price appreciation or depreciation across all homes, rather than just those that have been purchased or sold during a given quarter. The Burns Affordability Index ^™ is a proprietary index which compares a metropolitan area’s affordability against its own historic affordability dating back to 1981, using income and home price data purchased from third party sources plus mortgage rate data from the Federal Home Loan Mortgage Corporation (which we refer to as “Freddie Mac”). The Burns Home Value Index ^™ and the Burns Affordability Index ^™ are updated monthly for distribution to research clients of JBREC. The public may purchase research reports from JBREC to gain access to these proprietary indices at a price of $1,500 per month per metropolitan area with a minimum three-month trial commitment. In addition, JBREC occasionally shares portions of the information and analyses from its proprietary indices through its free newsletters, which are posted on JBREC’s website and may be viewed by the public without charge.

In addition, certain market and industry data has been obtained from publicly available industry publications. These sources generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of the information are not guaranteed. We have not independently verified the data obtained from these sources. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this prospectus.

- ii -

SUMMARY

This summary highlights information contained elsewhere in this prospectus, but it does not contain all of the information that you may consider important in making your investment decision. Therefore, you should read this entire prospectus carefully, including, in particular, the “Risk Factors” section beginning on page 15 of this prospectus. As used in this prospectus, unless the context otherwise requires or indicates, references to “the Company,” “we,” “our” and “us” refer to Century Communities, Inc. and its subsidiaries and affiliates, including our predecessor Century Communities Colorado, LLC; and references to “Century LLC” or “our predecessor” refer to Century Communities Colorado, LLC and (except for financial statement information, except as otherwise noted) its predecessors and affiliates.

Unless otherwise indicated, all market data included in this prospectus is derived from a market study, based on the most recent data available as of February 2014, prepared for us in connection with this offering by John Burns Real Estate Consulting, LLC (which we refer to as “JBREC”), an independent research provider and consulting firm focused on the housing industry.

Unless the context otherwise requires, the information in this prospectus assumes that: (i) we will issue shares of our common stock in this offering; (ii) the shares of our common stock to be sold in this offering are sold at $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus; and (iii) the underwriters’ over-allotment option to purchase additional shares of our common stock in this offering is not exercised.

Our Company

We are engaged in all aspects of homebuilding, including land acquisition and development, entitlements, and the acquisition, development, construction, marketing, sale and management of various residential projects in major metropolitan markets in Colorado, and, more recently, in the greater Austin and San Antonio, Texas and Las Vegas, Nevada metropolitan areas.

Our business strategy is focused on the design, construction and sale of single-family detached and attached homes in major metropolitan markets, including in Colorado, Texas, and Nevada, and our planned entry into other markets in the Western United States. We offer a wide variety of product lines that enable us to meet the specific needs of each of our core markets (Denver, Fort Collins, and Colorado Springs, Colorado, Austin and San Antonio, Texas, and Las Vegas, Nevada), which we believe provides us with a balanced portfolio and an opportunity to increase market share. Since our formation, we have delivered over 2,700 homes for total revenues of approximately $750 million. In 2012, the most recent rankings available, we were one of the top 100 homebuilders in the U.S. by total closings (as ranked among public and private companies by Builder Magazine) and one of the top 5 homebuilders in Colorado by total closings.

We have been profitable every year since our founding, including throughout the recent economic downturn. Since 2008, our home sales revenue has more than tripled even as some homebuilders experienced significant revenue contraction. During that same period, many of our competitors were forced to exit the business or undergo significant restructuring. For the year ended December 31, 2013, we delivered 448 homes for total home sales revenue of $171.1 million, up 78.2% from $96.0 million over the year ended December 31, 2012. The dollar amount of our backlog of homes sold but not closed as of December 31, 2013 and December 31, 2012 was approximately $103.3 million and $51.6 million, respectively.

As of December 31, 2013, we owned and controlled approximately 89 communities containing 8,341 lots in various stages of development. We seek to maximize our return on capital and reduce our risk exposure associated with holding land inventories by developing projects with targeted life cycles of approximately 24 to 36 months from the beginning of construction of the first home to close out of the community, plus an additional one to two years if necessary for the entitlement and development of land, based upon projected volumes.

employment bases and demographics and increasing populations. We believe these conditions create strong demand for new housing, and these locations represent what we believe to be attractive opportunities for long-term growth. We also seek assets that have desirable characteristics, such as good access to major job centers, schools, shopping, recreation and transportation facilities, and we strive to offer a broad spectrum of product types in these locations. We seek to establish a lifestyle connection with each individual homebuyer through cutting edge product development and exemplary customer service. Our construction expertise across an extensive product offering allows us flexibility to pursue a wide array of land acquisition opportunities and appeal to a broad range of potential homebuyers, from entry-level to first- and second-time move-up buyers and even some move-down homebuyers. Additionally, we believe our diversified product strategy enables us to adapt quickly to changing market conditions and to optimize returns while strategically reducing portfolio risk.

Our predecessor entity was formed as a Colorado limited liability company in August 2002, and we converted into a Delaware corporation pursuant to the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”) on April 30, 2013. In May 2013, we completed a private offering and a private placement of 12,075,000 shares of our common stock, in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), and pursuant to the exemption from registration provided in Rule 506 of Regulation D under the Securities Act, where we received net proceeds of approximately $223.8 million (which we refer to as the “May 2013 private offering and private placement”). We used the net proceeds from the May 2013 private offering and private placement for the acquisition and development of land, home construction and other related purposes, including $38 million for debt repayment, $62 million for the acquisition of lots, approximately $19 million for development costs, $16 million for the acquisition of Jimmy Jacobs Homes, L.P. (which we refer to as “Jimmy Jacobs”) and to partially fund the LVLH Acquisition (described below).

We have been operating in the Denver metropolitan area since our founding in 2002.

We entered the greater Austin, Texas market in June 2013 when we hired a Division President for Texas, obtained office space there, and began sourcing land positions. In September 2013, we began our operations in the Austin metropolitan area as a result of our acquisition of real property and certain in-place contracts and assumed certain liabilities of Jimmy Jacobs, a homebuilder with operations in the greater Austin, Texas metropolitan area, for cash consideration of $15.7 million (which we refer to as the “Jimmy Jacobs Acquisition”). The assets acquired from Jimmy Jacobs were primarily real property, including 50 land lots available for construction of single-family homes and 95 single-family residences and home construction contracts in various stages of construction. We also acquired in-place contracts for the sale of homes currently under construction, a purchase commitment to acquire 116 additional land lots upon Jimmy Jacobs meeting certain development milestones (obligations we assumed in connection with the Jimmy Jacobs Acquisition), and certain other assets, including office-related personal property and intangible assets, such as trade names and non-competition agreements. In total, as a result of the Jimmy Jacobs Acquisition, we obtained control of 166 lots and 95 homes under construction and home construction contracts in the greater Austin and San Antonio, Texas metropolitan areas. We intend to continue our expansion into the Austin area and to expand into other major metropolitan areas in Texas during 2014.

On April 1, 2014, we purchased substantially all of the assets of Las Vegas Land Holdings, LLC and its subsidiaries (which we refer to collectively as “LVLH”) for a purchase price of approximately $165 million (which we refer to as the “LVLH Acquisition”).

As of April 1, 2014, we owned and controlled 99 communities containing 10,095 lots in various stages of development located throughout Austin and San Antonio, Texas, Denver, Colorado Springs and Fort Collins, Colorado and Las Vegas, Nevada. We seek to maximize our return on capital and reduce our risk exposure associated with holding land inventories by developing projects with targeted life cycles of approximately 24 to 36 months from the beginning of construction of the first home to close out of the community, plus an additional one to two years if necessary for the entitlement and development of land, based upon projected volumes.

Market Opportunity

National Housing Market

The U.S. housing market continues to improve from the cyclical low points reached during the 2008-2009 national recession. Between the 2005 market peak and 2011, single-family housing sales declined 76%, according to data compiled by the U.S. Census Bureau (which we refer to as the “Census Bureau”), and median home prices declined 34%, as measured by the CoreLogic Case-Shiller Index. In 2012, some U.S. markets showed early indications of recovery as a result of an improving macroeconomic backdrop and strong housing affordability. According to the Census Bureau, single-family homebuilding permits reached a cyclical low at approximately 419,000 units in 2011 before increasing by 24% to approximately 519,000 in 2012. Single-family permits rose by another 18% to approximately 610,000 in 2013. The single-family median resale home price decreased 5% year-over-year in 2011 followed by a 7% increase in 2012 and 11% increase in 2013, according to data compiled by the National Association of Realtors, which is influenced by the mix of homes sold. Growth in new home sales outpaced growth in existing home sales from 2011 through 2013, increasing 40% versus 19% for existing homes.

Despite recent momentum, the U.S. housing market has not fully recovered from the 2008-2009 recession as consumer confidence remains below average levels, mortgage underwriting standards have tightened and the number of delinquent mortgages remains elevated relative to historical averages. Additionally, real estate is a local industry and not all markets exhibit the same trends.

JBREC believes the outlook for the overall national housing market is very favorable as a result of several factors. Demand is strong; the number of adults finding employment is exceeding new home supply by a ratio of 2.4 to 1. Supply is low; resale inventory is below the historical average months of supply, new home inventory is near an all-time low and new construction is below historical averages. Affordability is favorable nationally; with historically low interest rates, and home prices in many markets are back to levels last seen in 2003. JBREC forecasts that the excesses of the recent downturn will clear and that home prices and construction will increase for the foreseeable future.

Denver, Colorado

The housing fundamentals in the Denver Metropolitan Statistical Area (which we refer to as an “MSA”) continue to improve from extremely weak levels experienced in 2008 and 2009, and improvement in the fundamentals is often a precursor for home price appreciation. The improvement is due to the combination of significantly improved demand fundamentals, as a result of improving job growth and rising sales activity, and improved supply fundamentals as a result of low homebuilding permit and listings levels. As housing prices and mortgage rates have increased in relation to average household income since the market downturn of 2008 and 2009, by June 2013, affordability (according to JBREC’s Affordability Index ^™ , which compares the monthly costs of owning the median-priced home with the median household income for the area) returned to Denver’s long-term average dating back to 1981, although affordability is expected to weaken from 2014 to 2016 due to rising home prices and mortgage rates.

Denver’s job growth resumed in 2011 and continued through 2013. Homebuilding permits in the Denver MSA are forecasted to more than quadruple by 2016 from their trough level in 2009. Existing home sales activity increased by 21% in 2013 and is expected to remain steady through 2016. New home sales activity also improved in 2012 and 2013 and JBREC expects further gains during 2014. Denver builders are benefitting from the very limited existing home sales and new home inventory, which is driving traffic to new home communities and presenting builders with some pricing power, although affordability is expected to worsen through 2016 as rising mortgage rates and home prices take their toll.

Austin, Texas and Other Texas Metropolitan Areas

We entered the greater Austin, Texas market in June 2013 when we hired a Division President for Texas, obtained office space there, and began sourcing land positions. In September 2013 we began our operations in the Austin metropolitan area as a result of our acquisition of real property and certain in-place contracts and assumed certain liabilities of Jimmy Jacobs, a homebuilder with operations in the greater Austin, Texas, metropolitan area, for cash consideration of $15.7 million (which we refer to as the “Jimmy Jacobs Acquisition”). The assets acquired from Jimmy Jacobs were primarily real property, including 50 land lots available for construction of single-family homes and 95 single-family residences and home construction contracts in various stages of construction. We also acquired in-place contracts for the sale of homes currently under construction, a purchase commitment to acquire 116 additional land lots upon Jimmy Jacobs meeting certain development milestones, and certain other assets, including office-related personal property and intangible assets, such as trade names and non-competition agreements. In total, as a result of the Jimmy Jacobs Acquisition, we obtained control of 166 lots and 95 homes under construction and home construction contracts in the greater Austin, Texas, metropolitan area. We intend to continue our expansion into the Austin area and to expand into other major metropolitan areas in Texas during 2014.

The Texas region fared better than others during the recession and housing correction. The region offers an affordable cost of living and doing business, which is supported by a desirable tax environment. Population growth, boosted by migration, is expected to support housing demand as residents come to pursue economic opportunities.

Specifically, the housing fundamentals in the Austin MSA are strong; job growth is better than the national average; resale and new home inventory are low; and sales activity has risen, even as affordability fundamentals weakened in 2013 as a result of rising home prices and mortgage rates.

Las Vegas, Nevada

On April 1, 2014, one of our wholly-owned subsidiaries, Century Communities of Nevada, LLC, purchased substantially all of the assets of LVLH for a purchase price of approximately $165 million.

The housing fundamentals in the Las Vegas MSA are much improved from extremely weak levels from 2006 through 2011 due to significantly better demand as a result of improving job growth and rising sales activity, and improved supply fundamentals as a result of low homebuilding permit and listings levels. Affordability remains very good compared to Las Vegas’ historical median dating back to 1981. JBREC forecasts that homebuilding permit activity in the Las Vegas metropolitan area will triple by 2016 from its trough level in 2009, spurred by solid household growth. Although Las Vegas’ economy remains largely dependent on the leisure & hospitality industry, the Las Vegas economy is becoming more diversified with the largest year-over-year job growth coming from the Trade, Transportation & Utilities industry. New home sales activity grew by 34% and 37% in 2012 and 2013, respectively, and JBREC expects further new home sales activity gains through 2016. The Burns Home Value Index ^™ indicates a 26.9% year-over-year increase in Las Vegas home values in the 12 months ending December 2013, and home values are expected to increase at more moderate rates through 2016. Overall, Las Vegas builders are benefitting from much healthier resale and new home inventory, renewed employment growth, and historically great affordability.

For a more detailed review of each of our markets, see “Market Opportunity.”

Our Competitive Strengths

We believe the following strengths will provide us with a significant competitive advantage in implementing our business strategy:

Cycle-Tested Management Team

We have a successful track record of managing and growing the Company through various economic cycles and have achieved profitability every year since our inception, even in down markets. Our senior management team, comprised of Dale Francescon, Robert Francescon, David Messenger, Kenneth Rabel, Steven Hayes and Don Boettcher, has experience in all aspects of homebuilding. This experience includes land acquisition and development, entitlements, and the acquisition, development, construction, marketing, sale and management of an array of residential projects, such as single-family homes, townhomes, condominiums and apartments, in a variety of markets at both public and private companies. Our Co-Chief Executive Officers, Dale Francescon and Robert Francescon, have successfully managed the Company through 11 consecutive profitable years in various economic cycles, including down cycles when certain of our competitors struggled or exited the business.

Proven and Profitable Business Model

We have a profitable and efficient operating platform that positions us to take advantage of opportunities in the housing industry in both thriving and down markets. We consider our homebuilding peers in the United States to be TRI Pointe Homes, Inc., William Lyon Homes, M/I Homes, Inc., Standard Pacific Corp., M.D.C. Holdings, Inc., Hovnanian Enterprises, Inc. and Beazer Homes USA, Inc., and we are among a select few of these homebuilding peers to be profitable in every year since our founding in 2002, including during the 2008-2009 recession and the distressed economic period that followed. In addition, since 2008, our revenues have approximately tripled. We believe that our management approach, which balances a decentralized local market expertise with a centralized executive management focusing on maximizing efficiencies, supports our strong margins and profitability. To maintain our consistent profitability over the long term, we employ a well-developed land acquisition strategy and strive to control costs through a stringent process of setting realistic budgets and expectations, monitoring and evaluating them throughout the lifecycle of each project, and making any necessary adjustments to correct deviations going forward.

Attractive Land Positions in Core Markets

We continue to benefit from a sizeable and well-located existing land inventory. We believe that we have strong land positions strategically located within each of our six core markets with a heavy emphasis on in-fill locations, which are new developments on vacant or undeveloped land within existing communities and cities, and master planned communities. We select communities with convenient access to metropolitan areas that are generally characterized by diverse economic and employment bases and demographics and increasing populations. We believe these conditions create strong demand for new housing, and these homebuilding locations represent what we believe to be attractive opportunities for long-term growth. We believe our land assets also have desirable characteristics, such as good access to major job centers, schools, shopping, recreation and transportation facilities. Given that we expect an increase in our sales pace, we project that our currently owned and controlled land supply will generate closings through 2018.

Land Sourcing and Evaluation Capabilities

We believe our extensive experience and relationships and strong reputation with other market participants provide us with a significant competitive advantage in being able to efficiently source, entitle and close on land. We have developed significant collaborative relationships with land sellers, developers, contractors, lenders, brokers and investors throughout the Western United States over the last 25 years. As illustrated by our recent entry into Austin, Texas, and Las Vegas, Nevada, these relationships provide us with opportunities to obtain the “first look” at quality land opportunities in our target markets as well as better understand the markets we plan to enter in the future.

In addition, our land evaluation process is meant to reduce development and market cycle risk and involves reviewing the status of entitlements and other governmental processing, preparing detailed budgets for all cost categories, completing environmental reviews and third-party

market studies, and engaging architects and consultants to review our proposed acquisitions and design our homes and communities. In addition, because we efficiently perform preliminary due diligence on land parcels prior to committing to an acquisition, we believe we have developed a reputation as a buyer who can act quickly and decisively, which has created significant opportunities for us in our core markets. We believe that this reputation will carry over as we expand our business into additional markets.

Disciplined Investment Approach

We have been able to maximize value over the long-term and therefore operate our business to mitigate risks from downturns in the market and to position ourselves to capitalize on upturns in the market by controlling costs, maintaining a solid balance sheet and ensuring an overall strategic focus that is informed by national, regional and local market trends. Our management team has gained significant operating expertise, including managing components of much larger public homebuilders, through many varied economic cycles. The perspective gained from these experiences has helped shape the strict discipline and hands-on approach with which the Company is managed. Our management team has learned to effectively evaluate the market, and we believe that we react quickly, calmly and rationally to changes.

Superior Product Design

We are a builder with a wide variety of product lines that enable us to meet the specific needs of each of our targeted buyer profiles, which we believe provides us with a balanced portfolio and an opportunity to increase market share and maximize profitability. We have demonstrated expertise in effectively building homes across product offerings from entry-level through first-time and second-time move-up and even move-down housing. We devote significant time to researching and designing our homes to better meet the needs of our buyers through the use of architects, consultants and homeowner focus groups for all levels and price points in our target markets. We believe our diversified product strategy enables us to better serve a wide range of buyers, adapt quickly to changing market conditions, and optimize performance and returns while strategically reducing portfolio risk. By providing a more customized product mix of varying lot sizes, product types, and amenities in our communities, and addressing underserved segments, we believe we can accelerate the absorption of our subdivisions, maximize profitability and earn attractive returns for our stockholders.

See “Our Business—Our Competitive Strengths” for a more detailed discussion of our competitive strengths.

Our Business Strategy

Our business strategy is focused on land acquisition and development, entitlements, and the acquisition, development, construction, marketing, sale and management of single-family detached and attached homes in major metropolitan markets, including in Colorado, Texas, Nevada, and our planned entry into other markets in the Western United States.

Our business strategy is driven by the following:

Acquire Land Opportunistically and Leverage Development Expertise

Our ability to identify, acquire and, if necessary, develop land in desirable locations and on favorable terms is the hallmark of our success. The core of our business plan is to secure land strategically, based on our understanding of population growth patterns, entitlement restrictions and infrastructure development. We do not speculate with respect to our land acquisitions, and we usually acquire land at various stages of development to place into our production cycle. Our land acquisition strategy focuses on finished lots as well as the development of entitled parcels that we can build homes on within approximately 24 to 36 months from the beginning of construction of the first home to close out of the community, plus an additional one to two years, if necessary, for the entitlement and development of land, in order to reduce development and market cycle risk while maintaining an inventory of owned lots and lots under land option contracts sufficient for the construction of homes in our business plan. While we focus on purchasing finished lots that generate an acceptable level of return, we will enter into land purchase contracts for undeveloped and, on occasion, unentitled land, which purchase contracts would include contingencies conditioning our obligation to purchase the land on our successful entitlement of such property. In so doing, we believe we are able to obtain better pricing on such unfinished and, on occasion, unentitled land, while mitigating risks associated with the entitlement process by including applicable contingencies in the land purchase contract.

Disciplined Management of Land Supply

Our approach to land supply management has historically been to acquire land that has attractive characteristics, including good access to schools, shopping, recreation and transportation facilities. In connection with our overall land inventory management process, our management team reviews those considerations, as well as other financial metrics, in order to decide the highest and best use of our current and prospective land assets. Historically, land dispositions have not had a material effect on our overall results of operations, but may impact overall margins. In an effort to minimize our exposure to market cycle risk, our strategy is to focus on developed lots or the development of entitled parcels that can be sold out within 24 to 36 months after the start of home construction. Assuming that the number of homes we sold in 2013 on a pro forma basis, giving effect to the LVLH Acquisition, is representative of our closing rates generally, we believe we have approximately 14 years of land supply.

Provide Superior Quality and Homeowner Experience and Service

Our core operating philosophy is to provide a positive, memorable experience to our homeowners through active engagement in the building process, tailoring our product to the buyer’s lifestyle needs and enhancing communication, knowledge and satisfaction. We engineer our homes for energy-efficiency, which is aimed at reducing the impact on the environment and lowering energy costs to our homebuyers; as part of these efforts, we offer homebuyers environmentally friendly alternatives, such as the ability to utilize solar power to supplement a home’s energy needs. To appeal to today’s home buying families, our selling process focuses on the homes’ features, benefits, quality, design and customizable options, in addition to the traditional metrics of price and square footage. In addition, we devote significant resources to the research and design of our homes to better meet the needs of our buyers and to maximize quality and craftsmanship. As a result, we believe that our homes generally offer higher quality and more distinctive designs within a defined price range or category than those built by our competitors. Collectively, we believe these steps enhance the selling process, lead to a more satisfied homeowner, and increase the number of buyers referred to our communities.

Expand into New and Complementary Markets

We intend to explore expansion opportunities in other parts of the Western United States. Our strategy in this regard will be to expand first into similar market niches in areas where we perceive an ability to exploit a competitive advantage. The expansion may be effected through acquisitions of homebuilders operating in those new markets. We recently completed the Jimmy Jacobs Acquisition in Austin, Texas, and the LVLH Acquisition in Las Vegas, Nevada, and we have further expansion planned into these and other major metropolitan areas in the Western United States. We initially chose to focus on the Denver, Colorado Springs and Fort Collins markets in Colorado because we viewed such metropolitan areas as having unique demographic features, including higher than average anticipated growth in population and income. Likewise, we believe that Texas was less severely affected than other U.S. states by the recent economic downturn and that Texas, Nevada and California will experience above average population and personal income growth in the future.

Utilize Prudent Leverage

We intend to employ both debt and equity as part of our ongoing financing strategy, coupled with redeployment of cash flow from continuing operations, to provide us with the financial flexibility to access capital on the best terms available. In that regard, we have employed and expect to employ prudent leverage levels to finance the acquisition and development of our lots and construction of our homes. Our existing indebtedness is recourse to us and we anticipate that future indebtedness will likewise be recourse. As a means of sustaining our long-term financial health and limiting our exposure to unforeseen dislocations in the debt and financing markets, we are and expect to remain conservatively capitalized.

Focus on Efficient Operations

In connection with all of our projects, we strive to control costs through a stringent budget plan. We start by preparing a detailed budget for all cost categories as part of our due diligence. We closely monitor the budget throughout the process by continuing to revisit and update the budget on an ongoing basis. Virtually all components of our homes are provided by subcontractors. Much effort is expended to assure that scopes of work are complete and inclusive. Contract variances and extras are closely scrutinized for appropriateness. At the sale and closing of each home in a project, we compare the estimated and final margin of that house with the most recent budget to determine any negative variances so that we can adjust in order to better control costs on future homes in the project. We believe our disciplined process of setting realistic budgets and expectations, monitoring and evaluating them, and making any necessary adjustments to correct deviations going forward enables us to prudently control our costs.

Drive Revenue by Opening New Communities From Existing Land Supply

Based on our current land position, we expect to drive revenue by opening new communities from our existing land supply. Our land supply provides us with the opportunity to increase our average annual active community count. As of December 31, 2013, we had 89 communities, of which 23 were actively selling. Additionally, as of December 31, 2013, we owned and controlled approximately 8,341 lots in various stages of development. 3,039 of these lots were finished or partially developed and another 5,302 were already entitled for residential construction. Given that we expect an increase in our sales pace, we project that our currently owned and controlled land supply will generate closings through 2018.

Adhere to Our Core Operating Principles to Drive Consistent Long-Term Performance

We seek to maximize shareholder value over the long-term, and therefore operate our business to mitigate risks from market downturns and position ourselves to capitalize on market upturns. This management approach includes the following elements:

•

leveraging our management team’s significant experience, extensive relationships and strong reputation with local market participants to operate and grow our business;

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balancing decentralized, local, day-to-day decision-making responsibility with centralized corporate oversight;

•

centralizing management approval of all land acquisitions and dispositions through an asset management committee that operates under stringent underwriting requirements;

•

ensuring all team members understand the organization’s strategy and the goals of the business and have the tools to contribute to our success;

•

attracting and retaining top talent through a culture in which team members are encouraged to contribute to our success and are given the opportunity to recognize their full potential; and

•

maintaining a performance-based corporate culture committed to the highest standards of integrity, ethics and professionalism.

Our Products

We offer a wide range of high-quality homes to consumers in our markets, ranging from entry-level and move-down homes (typically single-family attached homes from 1,000 to 2,500 square feet) to first- and second move-up homes (typically single-family detached homes from 2,000 to in excess of 4,000 square feet). We strive to maintain appropriate consumer product and price level diversification. We target what we believe to be the most profitable consumer groups for each of our locations while attempting to diversify so that our land portfolio is not overly concentrated in any one group. Our ability to build at multiple price points enables us to adjust readily to changing consumer preferences and affordability. We generally market our homes to entry-level and first- and second-time move-up buyers through targeted product offerings in each of the communities in which we operate.

We have developed and integrated into our communities a number of home designs with features such as outdoor living spaces, one-story living and first floor master bedroom suites to appeal to universal design needs, as well as recreational amenities such as golf courses, pool complexes, country clubs and recreation centers. See “Our Business—Our Products” for a more detailed discussion of our products.

Description of Owned and Controlled Communities

The following table and maps present project information relating to our owned and controlled communities (including lots under contract and non-binding letters of intent) as of April 1, 2014. Owned communities are those to which we hold title, while controlled communities are those that we have the contractual right to acquire but do not currently own (including 726 lots under non-binding letters of intent). In total, as of April 1, 2014, we owned and controlled 99 communities containing 10,095 lots. Of these, the controlled communities consisted of total contracts outstanding to acquire 4,714 lots in 28 communities for aggregate acquisition consideration of $153.2 million. In addition, as of April 1, 2014, we had outstanding option contracts for 435 lots, totaling $27.8 million. Our obligations with respect to the option contracts are generally limited to the forfeiture of the related non-refundable cash deposits. As of April 1, 2014, we had $4.3 million of non-refundable cash deposits pertaining to land option contracts.

Summary of Owned and Controlled Communities

As of April 1, 2014


Market	Communities		Lots Owned		Lots Controlled ⁽¹⁾		Total Lots Owned/ Controlled ⁽¹⁾		Product Type ⁽²⁾
Austin, TX		20		161		1,544		1,705	SFD
Colorado Springs, CO		9		305		182		487	SFA/SFD
Denver, CO		49		2,443		1,713		4,156	SFA/SFD
Las Vegas, NV		9		1,849		—		1,849	SFD
Northern Colorado		6		142		507		649	SFD
San Antonio, TX		6		6		1,243		1,249	SFD

Total		99		4,906		5,189		10,095

⁽¹⁾	Includes 726 lots that are under non-binding letters of intent.

⁽²⁾	Product type SFA and SFD denote Single Family Attached and Single Family Detached, respectively.

Century Communities’ Key Lot Positions as of April 1, 2014

LOGO

Selling Stockholders

Pursuant to, and subject to the terms and conditions of, the registration rights agreement we entered into in connection with our May 2013 private offering and private placement, investors who purchased shares of our common stock in our May 2013 private offering and private placement and their respective transferees have the right to sell their shares of common stock in this offering, subject to customary terms and conditions, including underwriter cutback rights. We are including shares of our common stock in this offering to be sold by the selling stockholders.

Summary Risk Factors

An investment in the shares of our common stock involves risks. You should consider carefully the risks discussed below and described more fully along with other risks under “Risk Factors” in this prospectus before investing in our common stock.

•

Adverse changes in general economic conditions could reduce the demand for homes and, as a result, could have a material adverse effect on us.

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Our long-term growth depends upon our ability to successfully identify and acquire desirable land parcels for residential build-out.

•

If homebuyers are not able to obtain suitable financing, our results of operations may decline.

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Difficulty in obtaining sufficient capital could result in an inability to acquire land for our developments or increased costs and delays in the completion of development projects.

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Our operating performance is subject to risks associated with the real estate industry.

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Failure to manage land acquisitions and development and construction processes could result in significant cost overruns or errors in valuing sites.

•

We expect to use leverage in executing our business strategy, which may adversely affect the return on our assets.

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We are an “emerging growth company” and, as a result of the reduced disclosure and governance requirements available to emerging growth companies, our common stock may be less attractive to investors.

•

There is currently no public market for shares of our common stock, a trading market for our common stock may never develop following this offering, and our common stock prices may be volatile and could decline substantially following this offering.

Corporate Information

Our predecessor entity was formed as a Colorado limited liability company in August 2002, and we converted into a Delaware corporation pursuant to the DGCL on April 30, 2013. Our principal executive offices are located at 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111. Our main telephone number is (303) 770-8300. Our internet website is www.centurycommunities.com. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this prospectus.

Implications of Being an Emerging Growth Company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (which we refer to as the “JOBS Act”), and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These provisions include, among other matters:

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an exemption to provide fewer years of financial statements and other financial data in an initial public offering registration statement;

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an exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting;

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an exemption from new or revised financial accounting standards until they would apply to private companies and from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation;

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reduced disclosure about the emerging growth company’s executive compensation arrangements; and

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no requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements.

We have determined to opt out of the exemption from compliance with new or revised financial accounting standards. Our decision to opt out of this exemption is irrevocable.

We have elected to adopt the reduced disclosure requirements available to emerging growth companies. As a result of these elections, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests.

We will remain an “emerging growth company” until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.0 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30 ^th , and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Recent Developments

LVLH Acquisition

On April 1, 2014, we completed the LVLH Acquisition, in which one of our wholly-owned subsidiaries, Century Communities of Nevada, LLC, purchased substantially all of the assets of LVLH for a purchase price of approximately $165 million. LVLH targeted first-time, second-time move-up, second home and active adult buyers, with home prices typically ranging from $215,000 to $500,000. The acquired assets consisted of 1,761 lots within five single-family communities in the greater Las Vegas, Nevada metropolitan area: Rhodes Ranch, Tuscany Village, Westmont, Sunset/Grand Canyon and Freeway 50. The 1,761 lots include 57 homes in backlog, 17 model homes and three custom lots. In addition, we acquired two fully operational golf courses, three custom home lots, and two 1-acre commercial plots. At the time of the LVLH acquisition, LVLH was actively selling homes in three of these communities, as described below:

Rhodes Ranch. Rhodes Ranch is a single-family master planned residential golf course community in Southwest Las Vegas. It is a phased development with estimated completion in the first half of 2018. Rhodes Ranch targets first-time and second-time move-up buyers as well as second home and active adult buyers. Community amenities include landscaped open areas, a recreation center, a water park, walking trails, parks, private streets and guard-gated entries. It also includes Rhodes Ranch Golf Club, an 18-hole Championship public golf course located within the community.

Tuscany Village. Tuscany Village is a single-family master planned residential golf course community in Henderson, Nevada that targets first-time and second-time move-up buyers as well as second home and active adult buyers. The community includes amenities such as landscaped open areas, walking trails, parks, a recreation center, private streets and guard-gated entry. It also includes Tuscany Village Golf Club, an 18-hole Championship public golf course located within the community.

Westmont. Westmont is a single-family residential community in Southwest Las Vegas. Westmont targets first-time buyers and is located one block from an elementary school, adjacent to Red Ridge Park, near a water park, retail areas and hospitals, and has easy access to Fort Apache Road, a main arterial road running through West Las Vegas.

For the year ended December 31, 2013, LVLH completed 256 closings with an average selling price of $290,049, earning revenue from home sales of $74.3 million and gross profit from home and land sales of $29.0 million.

Senior unsecured revolving credit facility

Homebuilding is capital intensive and we are mindful of potential short-term, or seasonal, requirements for enhanced liquidity that may arise in connection with our business. To meet our liquidity needs, we expect to enter into a new senior unsecured revolving credit facility, which is expected to provide for up to $100 million of borrowing capacity, subject to borrowing base availability (which we refer to as the “senior unsecured revolving credit facility”). Although we are in negotiations regarding such a credit facility on the terms described herein, there can be no assurances that we will enter into such facility on the terms described herein or at all. See “Description of Other Indebtedness—Revolving Credit Facility” for a description of the expected terms of the senior unsecured revolving credit facility.

The Offering

Common Stock Offered by Us

Common Stock Offered by the Selling Stockholders

Common Stock to be Outstanding Immediately After this Offering

shares ⁽¹⁾

Over-Allotment Option

We have granted to the underwriters an option to purchase up to additional shares of our common stock from us at the initial public offering price less the underwriting discounts and commissions to cover over-allotments, if any, for a period of 30 days from the date of this prospectus.

Use of Proceeds

We expect to receive net proceeds from this offering of approximately $ million (assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus), or approximately $ million if the underwriters exercise in full their over-allotment option to purchase up to additional shares of our common stock, after deducting the underwriting discounts and commissions and the estimated offering expenses of approximately $ million payable by us.

We intend to use the net proceeds of this offering primarily for the acquisition and development of land, including $ million for lots currently under contract, $ million for lots under non-binding letters of intent, and approximately $ million for estimated development costs. Additionally, to the extent not used for the acquisition of land, we may also use net proceeds for development, home construction and other related purposes. Should the underwriters exercise their over-allotment option to purchase up to additional shares of our common stock, all of the resulting net proceeds to us will be used as described above in this paragraph. See “Use of Proceeds.”

We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholders.

Dividend Policy

New York Stock Exchange Symbol

We intend to apply to list the shares of our common stock on the New York Stock Exchange under the symbol “ .”

Risk Factors

Investing in our common stock involves a high degree of risk . For a discussion of factors you should consider in making an investment, see “Risk Factors” beginning on page 15.

Except as otherwise indicated, all information in this prospectus assumes no exercise of the underwriters’ over-allotment option to purchase additional shares of our common stock.

⁽¹⁾

Excludes (i) options to purchase an aggregate of 630,000 shares of our common stock reserved for future issuance under our 2013 Long-Term Incentive Plan; (ii) 238,176 shares of our common stock reserved for future issuance under our 2013 Long-Term Incentive Plan; and (iii) up to shares of our common stock issuable upon the exercise in full by the underwriters of their over-allotment option.

Summary of Selected Financial Data

The following sets forth our summary of selected financial and operating data on a historical basis. You should read the following summary of selected financial data in conjunction with our consolidated historical financial statements and the related notes and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this prospectus.

As more fully discussed under “Our Business—Our Company—Recent Developments,” we recently completed the LVLH Acquisition, whereby we purchased substantially all of the assets of Las Vegas Land Holdings, LLC and its subsidiaries (which we refer to collectively as, “LVLH”). The unaudited pro forma condensed financial information set forth below has been prepared to reflect adjustments to our historical financial information that are (1) directly attributable to the LVLH Acquisition, (2) factually supportable, and (3) with respect to the unaudited pro forma condensed statement of operations data, expected to have a continuing impact on our results. The unaudited pro forma condensed statement of operations does not include non-recurring items, including, but not limited to, acquisition-related legal and advisory fees. The unaudited pro forma condensed financial information reflects the impact of:

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the LVLH Acquisition; and

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other adjustments described in the explanatory notes to the unaudited pro forma condensed financial information.

The unaudited pro forma condensed statement of operations gives effect to the LVLH Acquisition as if it had occurred as of January 1, 2013. The unaudited pro forma condensed balance sheet gives effect to the LVLH Acquisition as if it had occurred on December 31, 2013.

Our historical consolidated balance sheet information as of December 31, 2013 and consolidated statement of operations information for the year ended December 31, 2013 have been derived from the historical consolidated financial statements audited by Ernst & Young, LLP, independent registered public accounting firm, whose report with respect thereto is included elsewhere in this prospectus.

Our historical consolidated balance sheet information as of December 31, 2012 and consolidated statement of operations information for the year ended December 31, 2012 have been derived from the historical consolidated financial statements audited by BKD, LLP, independent registered public accounting firm, whose report with respect thereto is included elsewhere in this prospectus.

The historical consolidated balance sheet information of Las Vegas Land Holdings, LLC as of December 31, 2013 and consolidated statement of operations information and consolidated statement of members’ equity information for the year ended December 31, 2013 used in the preparation of the unaudited pro forma condensed statement of operations and unaudited pro forma condensed balance sheet have been derived from the historical consolidated financial statements of Las Vegas Land Holdings, LLC audited by BDO USA, LLP, independent certified public accountants, whose report with respect thereto is included elsewhere in this prospectus.


	As Adjusted As of December 31, 2013		Year Ended December 31,
(Dollars in thousands, except per share amounts and amounts under Other Operating Information)			Pro Forma ⁽¹⁾
			2013			2013			2012
			(unaudited)
Consolidated Statement of Operations:
Home sales revenues			$	245,386		$	171,133		$	96,030
Land sale revenues				1,272			—			—

Total Home and land sale revenues				246,658			171,133			96,030
Cost of home sale revenues				186,306			129,651			75,448
Cost of land sale revenues				593			—			—

Total cost of home and land sale revenues				186,899			129,651			75,448

Gross margin from home and land sales				59,759			41,482			20,582
Golf course and other revenue				8,172			—			—
Cost of golf course and other revenue				8,271			—			—

Gross margin from golf course and other revenue				(99	)		—			—

Selling general and administrative				33,251			23,622			13,496

Operating income				26,409			17,860			7,086

Other income (expense)				(203	)		213			353

Pre tax net income				26,206			18,073			7,439

Income tax expense				7,861			5,015			—
Deferred taxes on conversion to a corporation				627			627			—

Consolidated net income				17,718			12,431			7,439

Net income attributable to the noncontrolling interests				52			52			1,301

Income attributable to common stockholders			$	17,666		$	12,379		$	6,138

Select Balance Sheet Data (end of period):
Cash	$	138,998	$	43,998		$	109,998		$	7,897
Inventories		343,169		343,169			184,072			77,305
Total Assets		519,319		418,319			312,639			90,673
Total Debt		203,195		102,195			1,500			33,206
Total Liabilities		247,763		146,763			41,083			66,112
Total Equity		271,556		271,556			271,556			24,561

Other Operating Information:
Number of homes delivered				704			448			336
Average sales price of homes delivered			$	345,560		$	381,994		$	285,802
Cancellation rates				15	%		20	%		17	%
Backlog at end of period, number of homes				278			222			148
Backlog at end of period, aggregate sales value (in thousands)			$	120,009		$	103,250		$	51,562
Net new home orders				778			517			415
Average selling communities				22			19			13

⁽¹⁾	For information regarding the unaudited pro forma information reflecting the LVLH Acquisition, see the unaudited pro forma financial statements and explanatory notes as of and for the year ended December 31, 2013 beginning on Page F-52.

RISK FACTORS

An investment in our common stock involves a high degree of risk and should be considered highly speculative. Before making an investment decision, you should carefully consider the following risk factors, which address the material risks concerning our business and an investment in our common stock, together with the other information contained in this prospectus. If any of the risks discussed in this prospectus occur, our business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected, in which case the trading price of our common stock could decline significantly and you could lose all or part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary Note Concerning Forward-Looking Statements.”

Risks Related to Our Business

Adverse changes in general economic conditions could reduce the demand for homes and, as a result, could have a material adverse effect on us.

The residential homebuilding industry is cyclical and is highly sensitive to changes in local and general economic conditions that are outside our control, including:

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the availability of financing for acquisitions;

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the availability of construction and permanent mortgages;

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the supply of developable land in our markets;

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consumer confidence and income generally and the confidence and income of potential homebuyers in particular;

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levels of employment, job and personal income growth and household debt-to-income levels;

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the availability of financing for homebuyers;

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private and federal mortgage financing programs and federal, state, and provincial regulation of lending practices;

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short- and long-term interest rates;

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federal and state income tax provisions, including provisions for the deduction of mortgage interest payments;

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real estate taxes;

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inflation;

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the ability of existing homeowners to sell their existing homes at prices that are acceptable to them;

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housing demand from population growth and demographic changes (including immigration levels and trends in urban and suburban migration);

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the supply of new or existing homes and other housing alternatives, such as apartments and other residential rental property; and

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U.S. and global financial system and credit markets, including stock market and credit market volatility.

Economic conditions in the U.S. housing market continue to be characterized by levels of uncertainty. Since early 2006, the U.S. housing market has been negatively impacted by declining consumer confidence, restrictive mortgage standards and large supplies of foreclosures, resales and new homes, among other factors. When combined with a prolonged economic downturn, high unemployment levels, increases in the rate of inflation and uncertainty in the U.S. economy, these conditions have contributed to decreased demand for housing, declining sales prices and increasing pricing pressure. In the event that these economic and business trends continue or decline further, we could experience declines in the market value of our inventory and demand for our homes, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

The health of the residential homebuilding industry may also be significantly affected by “shadow inventory” levels. “Shadow inventory” refers to the number of homes with a mortgage that are in some form of distress but that have not yet been listed for sale. Shadow inventory can occur when lenders put properties that have been foreclosed or forfeited to lenders on the market gradually, rather than all at once, or delay the foreclosure process. They may choose to do so because of regulations and foreclosure moratoriums, because of the additional costs and resources required to process and sell foreclosed properties, or because they want to avoid depressing housing prices further by putting many distressed properties up for sale at the same time. A significant shadow inventory in our markets could, were it to be released into our markets, adversely impact home prices and demand for our homes, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

In addition, an important segment of our customer base consists of first-time and second-time move-up buyers, who often purchase homes subject to contingencies related to the sale of their existing homes. The difficulties facing these buyers in selling their homes during recessionary periods may adversely affect our sales. Moreover, during such periods, we may need to reduce our sales prices and offer greater incentives to buyers to compete for sales that may result in reduced margins.

Our long-term growth depends upon our ability to successfully identify and acquire desirable land parcels for residential build-out.

Our future growth depends upon our ability to successfully identify and acquire attractive land parcels for development of our single-family homes at reasonable prices and with terms that meet our underwriting criteria. Our ability to acquire land parcels for new single-family homes may be adversely affected by changes in the general availability of land parcels, the willingness of land sellers to sell land parcels at reasonable prices, competition for available land parcels, availability of financing to acquire land parcels, zoning and other market conditions. If the supply of land parcels appropriate for development of single-family homes is limited because of these factors, or for any other reason, our ability to grow could be significantly limited, and the number of homes that we build and sell could decline. Additionally, our ability to begin new projects could be impacted if we elect not to purchase land parcels under option contracts. To the extent that we are unable to purchase land parcels timely or enter into new contracts for the purchase of land parcels at reasonable prices, our home sales revenue and results of operations could be negatively impacted.

Our geographic concentration could materially and adversely affect us if the homebuilding industry in our current markets should decline.

Our business strategy is focused on the design, construction and sale of single-family detached and attached homes in the major metropolitan markets of Denver, Colorado Springs, and Fort Collins in Colorado, as well as our continued expansion into Texas and Nevada and planned entry into other markets in the Western United States. Because our operations are concentrated in these areas, a prolonged economic downturn in one or more of these areas, particularly within Colorado, Nevada or Texas, could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations, and a disproportionately greater impact on us than other homebuilders with more diversified operations. For the fiscal year ended December 31, 2012, we generated all of our revenues from our real estate inventory in Colorado, and for the year ended December 31, 2013, we generated 88% of our revenues from our real estate inventory in Colorado and 12% from Texas.

Any increase in unemployment or underemployment may lead to an increase in the number of loan delinquencies and property repossessions and have an adverse impact on us.

In the United States, the unemployment rate was 6.7% as of the end of March 2014, according to the U.S. Bureau of Labor Statistics (which we refer to as the “BLS”). People who are not employed, are underemployed or are concerned about the loss of their jobs are less likely to purchase new homes, may be forced to try to sell the homes they own and may face difficulties in making required mortgage payments. Therefore, any increase in unemployment or underemployment may lead to an increase in the number of loan delinquencies and property repossessions and have an adverse impact on us both by reducing demand for the homes we build and by increasing the supply of homes for sale.

If homebuyers are not able to obtain suitable financing, our results of operations may decline.

A substantial majority of our homebuyers finance their home purchases through lenders that provide mortgage financing. The availability of mortgage credit remains constrained in the United States, due in part to lower mortgage valuations on properties, various regulatory changes, and lower risk appetite by lenders, with many lenders requiring increased levels of financial qualification, lending lower multiples of income and requiring greater deposits. First-time homebuyers are generally more affected by the availability of financing than other potential homebuyers. These buyers are an important source of our demand. A limited availability of home mortgage financing may adversely affect the volume of our home sales and the sales prices we achieve in the United States.

During the recent past, the mortgage lending industry in the United States has experienced significant instability, beginning with increased defaults on subprime loans and other nonconforming loans and compounded by expectations of increasing interest payment requirements and further defaults. This in turn resulted in a decline in the market value of many mortgage loans and related securities. In response, lenders, regulators and others questioned the adequacy of lending standards and other credit requirements for several loan products and programs offered in recent years. Credit requirements have tightened, and investor demand for mortgage loans and mortgage-backed securities has declined. The deterioration in credit quality during the downturn had caused almost all lenders to stop offering subprime mortgages and most other loan products that were not eligible for sale to the Federal National Mortgage Association (which we refer to as “Fannie Mae”) or Freddie Mac, or loans that did not conform to Fannie Mae, Freddie Mac, Federal Housing Administration (which we refer to as the “FHA”) or Veterans Administration (which we refer to as the “VA”) requirements. Fewer loan products, tighter loan qualifications and a reduced willingness of lenders to make loans may continue to make it more difficult for certain buyers to finance the purchase of our homes. These factors may reduce the pool of qualified homebuyers and make it more difficult to sell to first-time and move-up buyers who have historically made up a substantial part of our customers. Reductions in demand adversely affected our business and financial results during the downturn, and the duration and severity of some of their effects remain uncertain. The liquidity provided by Fannie Mae and Freddie Mac to the mortgage industry has been very important to the housing market. These entities have required substantial injections of capital from the federal government and may require additional government support in the future. Several federal government officials have proposed changing the nature of the relationship between Fannie Mae and Freddie Mac and the federal government and even nationalizing or eliminating these entities entirely. If Fannie Mae and Freddie Mac were dissolved or if the federal government determined to stop providing liquidity support to the mortgage market, there would be a reduction in the availability of the financing provided by these institutions. Any such reduction would likely have an adverse effect on interest rates, mortgage availability and our sales of new homes. The FHA insures mortgage loans that generally have lower loan payment requirements and qualification standards compared to conventional guidelines, and as a result, continue to be a particularly important source for financing the sale of our homes. In recent years, lenders have taken a more conservative view of FHA guidelines causing significant tightening of borrower eligibility for approval. Availability of condominium financing and minimum credit score benchmarks has reduced opportunity for those purchasers. In the near future, further restrictions are expected on FHA-insured loans, including limitations on seller-paid closing costs and concessions. This or any other restriction may negatively affect the availability or affordability of FHA financing, which could adversely affect our potential homebuyers’ ability to secure adequate financing and, accordingly, our ability to sell homes in the United States. In addition, changes in federal and provincial regulatory and fiscal policies aimed at aiding the homebuying market (including a repeal of the home mortgage interest tax deduction) may also negatively affect potential homebuyers’ ability to purchase homes.

In January 2013, the Consumer Financial Protection Bureau (which we refer to as the “CFPB”) issued a final rule, effective January 10, 2014, to implement laws requiring mortgage lenders to consider the ability of consumers to repay home

loans before extending them credit and imposing minimum qualifications for mortgage borrowers. Also in January 2013, the CFPB sought comments on related proposed rules that could modify the rules for certain narrowly-defined categories of lending programs. These regulations could make it more difficult for some potential buyers to finance home purchases.

Decreases in the availability of credit and increases in the cost of credit adversely affect the ability of homebuyers to obtain or service mortgage debt. Even if potential homebuyers do not themselves need mortgage financing, where potential homebuyers must sell their existing homes in order to buy a new home, increases in mortgage costs, lack of availability of mortgages and/or regulatory changes could prevent the buyers of potential homebuyers’ existing homes from obtaining a mortgage, which would result in our potential customers’ inability to buy a new home. Similar risks apply to those buyers who are awaiting delivery of their homes and are currently in backlog. The success of homebuilders depends on the ability of potential homebuyers to obtain mortgages for the purchase of homes. If our customers (or potential buyers of our customers’ existing homes) cannot obtain suitable financing, our sales and results of operations could be adversely affected, the price of our common stock may decline and you could lose a portion of your investment.

Interest rate increases or changes in federal lending programs or other regulations could lower demand for our homes, which could materially and adversely affect us.

Most of the purchasers of our homes finance their acquisitions with mortgage financing. Rising interest rates, decreased availability of mortgage financing or of certain mortgage programs, higher down payment requirements or increased monthly mortgage costs may lead to reduced demand for our homes and mortgage loans. Increased interest rates can also hinder our ability to realize our backlog because our home purchase contracts provide customers with a financing contingency. Financing contingencies allow customers to cancel their home purchase contracts in the event that they cannot arrange for adequate financing. As a result, rising interest rates can decrease our home sales and mortgage originations. Any of these factors could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

In addition, as a result of the turbulence in the credit markets and mortgage finance industry, the federal government has taken on a significant role in supporting mortgage lending through its conservatorship of Fannie Mae and Freddie Mac, both of which purchase home mortgages and mortgage-backed securities originated by mortgage lenders, and its insurance of mortgages originated by lenders through the FHA and the VA. The availability and affordability of mortgage loans, including consumer interest rates for such loans, could be adversely affected by a curtailment or cessation of the federal government’s mortgage-related programs or policies. The FHA may continue to impose stricter loan qualification standards, raise minimum down payment requirements, impose higher mortgage insurance premiums and other costs, and/or limit the number of mortgages it insures. Due to growing federal budget deficits, the U.S. Treasury may not be able to continue supporting the mortgage-related activities of Fannie Mae, Freddie Mac, the FHA and the VA at present levels, or it may revise significantly the federal government’s participation in and support of the residential mortgage market. Because the availability of Fannie Mae, Freddie Mac, FHA- and VA-backed mortgage financing is an important factor in marketing and selling many of our homes, any limitations, restrictions or changes in the availability of such government-backed financing could reduce our home sales, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Furthermore, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law. This legislation provides for a number of new requirements relating to residential mortgages and mortgage lending practices, many of which are to be developed further by implementing rules. These include, among others, minimum standards for mortgages and lender practices in making mortgages, limitations on certain fees and incentive arrangements, retention of credit risk, and remedies for borrowers in foreclosure proceedings. The effect of such provisions on lending institutions will depend on the rules that are ultimately enacted. However, these requirements, as and when implemented, are expected to reduce the availability of loans to borrowers and/or increase the costs to borrowers to obtain such loans. Any such reduction could result in a decline of our home sales, which could materially and adversely affect us.

Any limitation on, or reduction or elimination of, tax benefits associated with owning a home would have an adverse effect upon the demand for our home products, which could be material to our business.

Significant expenses of owning a home, including mortgage interest and real estate taxes, generally are deductible expenses for an individual’s U.S. federal, and in some cases, state income taxes, subject to various limitations under current tax law and policy. If the U.S. federal government or a state government changes its income tax laws, as has been discussed from time to time, to eliminate, limit or substantially modify these income tax deductions, the after-tax cost of owning a new home would increase for many of our potential customers. The resulting loss or reduction of homeowner tax deductions, if such tax law changes were enacted without offsetting provisions, or any other increase in any taxes affecting homeowners, would adversely impact demand for and sales prices of new homes.

Increases in taxes could prevent potential customers from buying our homes and adversely affect our business or financial results.

Increases in property tax rates by local governmental authorities, as experienced in response to reduced federal and state funding, can adversely affect the ability of potential customers to obtain financing or their desire to purchase new homes. Fees imposed on developers to fund schools, open spaces, road improvements and/or provide low and moderate income housing, could increase our costs and have an adverse effect on our operations. In addition, increases in sales taxes could adversely affect our potential customers who may consider those costs in determining whether to make a new home purchase and decide, as a result, not to purchase one of our homes.

Changes to the population growth rates in certain of the markets in which we operate or plan to operate could affect the demand for homes in these regions.

Slower rates of population growth or population declines in Colorado, Nevada, Texas, or other key markets in the Western United States we plan to enter, especially as compared to the high population growth rates in prior years, could affect the demand for housing, causing home prices in these markets to fall, and adversely affect our plans for growth, business, financial condition and operating results.

Difficulty in obtaining sufficient capital could result in an inability to acquire land for our developments or increased costs and delays in the completion of development projects.

The homebuilding industry is capital-intensive and requires significant up-front expenditures to acquire land parcels and begin development. If internally generated funds are not sufficient, we may seek additional capital in the form of equity or debt financing from a variety of potential sources, including additional bank financings and/or securities offerings. The availability of borrowed funds, especially for land acquisition and construction financing, may be greatly reduced nationally, and the lending community may require increased amounts of equity to be invested in a project by borrowers in connection with both new loans and the extension of existing loans. The credit and capital markets have recently experienced significant volatility. If we are required to seek additional financing to fund our operations, continued volatility in these markets may restrict our flexibility to access such financing. If we are not successful in obtaining sufficient capital to fund our planned capital and other expenditures, we may be unable to acquire land for our housing developments and/or to develop the housing. Additionally, if we cannot obtain additional financing to fund the purchase of land under our option contracts or purchase contracts, we may incur contractual penalties and fees. Any difficulty in obtaining sufficient capital for planned development expenditures could also cause project delays and any such delay could result in cost increases. Any one or more of the foregoing events could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

We face potentially substantial risk with respect to our land and lot inventory arising from significant changes in economic or market conditions.

We intend to acquire land parcels for replacement and expansion of land inventory within our current and any new markets. The risks inherent in purchasing and developing land parcels increase as consumer demand for housing decreases. As a result, we may buy and develop land parcels on which homes cannot be profitably built and sold. The market value of land parcels, building lots and housing inventories can fluctuate significantly as a result of changing market conditions, and the measures we employ to manage inventory risk may not be adequate to insulate

our operations from a severe drop in inventory values. When market conditions are such that land values are not appreciating, previously entered into option agreements may become less desirable, at which time we may elect to forego deposits and pre-acquisition costs and terminate the agreements. In addition, inventory carrying costs can be significant and can result in losses in a poorly performing project or market. In the event of significant changes in economic or market conditions, we may have to sell homes at significantly lower margins or at a loss, if we are able to sell them at all.

If we are unable to develop our communities successfully or within expected timeframes, our results of operations could be adversely affected.

Before a community generates any revenues, time and material expenditures are required to acquire land, obtain development approvals and construct significant portions of project infrastructure, amenities, model homes and sales facilities. A decline in our ability to develop and market our communities successfully and to generate positive cash flow from these operations in a timely manner could have a material adverse effect on our business and results of operations and on our ability to service our debt and to meet our working capital requirements.

Adverse weather and geological conditions may increase costs, cause project delays and reduce consumer demand for housing, all of which could materially and adversely affect us.

As a homebuilder, we are subject to numerous risks, many of which are beyond our management’s control, such as droughts, floods, wildfires, landslides, soil subsidence, earthquakes and other weather-related and geologic events which could damage projects, cause delays in completion of projects, or reduce consumer demand for housing, and shortages in labor or materials, which could delay project completion and cause increases in the prices for labor or materials, thereby affecting our sales and profitability. Many of our core markets are in Colorado, an area which has historically experienced seasonal wildfires and soil subsidence. Texas, a market into which we continue to expand, has historically experienced tornadoes, coastal flooding and hurricanes. Nevada, a market into which we recently expanded, has historically experienced extreme temperatures and water shortages. Southern California, a market into which we plan to expand, has historically experienced earthquakes, mudslides and seasonal wildfires. In addition to directly damaging our projects, earthquakes, wildfires, mudslides or other geologic events could damage roads and highways providing access to those projects, thereby adversely affecting our ability to market homes in those areas and possibly increasing the costs of completion.

There are some risks of loss for which we may be unable to purchase insurance coverage. For example, losses associated with landslides, earthquakes and other geologic events may not be insurable and other losses, such as those arising from terrorism, may not be economically insurable. A sizeable uninsured loss could materially and adversely affect our business, prospects, liquidity, financial condition and results of operations.

Failure to recruit, retain and develop highly skilled, competent personnel may have a material adverse effect on our standards of service.

Key employees, including management team members, are fundamental to our ability to obtain, generate and manage opportunities. Key employees working in the homebuilding and construction industries are highly sought after. Failure to attract and retain such personnel or to ensure that their experience and knowledge is not lost when they leave the business through retirement, redundancy or otherwise may adversely affect the standards of our service and may have an adverse impact on our business, financial conditions and operating results. In addition, we do not maintain key person insurance in respect of any member of our senior management team. The loss of any of our management members or key personnel could adversely impact our business, financial condition and operating results. See “Management.”

Failure to find suitable subcontractors may have a material adverse effect on our standards of service.

Substantially all of our construction work is done by third-party subcontractors with us acting as the general contractor. Accordingly, the timing and quality of our construction depend on the availability and skill of our subcontractors. The difficult operating environment over the last seven years in the United States has resulted in the failure of some subcontractors’ businesses and may result in further failures. In addition, reduced levels of homebuilding in the United States have led to some skilled tradesmen leaving the industry to take jobs in other sectors. While we anticipate being able to obtain sufficient materials and reliable subcontractors during times of material shortages and believe that our relationships with subcontractors are good, we do not have long-term contractual commitments with any subcontractors, and there can be no assurance that skilled subcontractors will continue to be available at reasonable rates and in the areas in which we conduct our operations.

In the future, certain of the subcontractors engaged by us may be represented by labor unions or subject to collective bargaining arrangements. A strike or other work stoppage involving any of our subcontractors could also make it difficult for us to retain subcontractors for our construction work. In addition, union activity could result in higher costs to retain our subcontractors. The inability to contract with skilled subcontractors at reasonable costs on a timely basis could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Our reliance on contractors can expose us to various liability risks.

We rely on contractors in order to perform the construction of our homes, and in many cases, to select and obtain raw materials. We are exposed to various risks as a result of our reliance on these contractors and their respective subcontractors and suppliers, including the possibility of defects in our homes due to improper practices or materials used by contractors, which may require us to comply with our warranty obligations and/or bring a claim under an insurance policy. For example, despite our quality control efforts, we may discover that our subcontractors were engaging in improper construction practices or installing defective materials in our homes. When we discover these issues, we repair the homes in accordance with our new home warranty and as required by law. We establish warranty and other reserves for the homes we sell based on market practices, our historical experiences, and our judgment of the qualitative risks associated with the types of homes built. However, the cost of satisfying our warranty and other legal obligations in these instances may be significantly higher than our warranty reserves, and we may be unable to recover the cost of repair from such subcontractors. Regardless of the steps we take, we can in some instances be subject to fines or other penalties, and our reputation may be injured.

In addition, several other homebuilders have received inquiries from regulatory agencies concerning whether homebuilders using contractors are deemed to be employers of the employees of such contractors under certain circumstances. Although contractors are independent of the homebuilders that contract with them under normal management practices and the terms of trade contracts and subcontracts within the homebuilding industry, if regulatory agencies reclassify the employees of contractors as employees of homebuilders, homebuilders using contractors could be responsible for wage, hour and other employment-related liabilities of their contractors, which could adversely affect our results of operations.

If we experience shortages in labor supply, increased labor costs or labor disruptions, there could be delays or increased costs in developing our communities or building homes, which could adversely affect our operating results.

We require a qualified labor force to develop our communities. Access to qualified labor may be affected by circumstances beyond our control, including:

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work stoppages resulting from labor disputes;

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shortages of qualified trades people, such as carpenters, roofers, electricians and plumbers, especially in our key markets in the Western United States;

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changes in laws relating to union organizing activity;

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changes in immigration laws and trends in labor force migration; and

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increases in subcontractor and professional services costs.

Any of these circumstances could give rise to delays in the start or completion of, or could increase the cost of, developing one or more of our communities and building homes. We may not be able to recover these increased costs by raising our home prices because the price for each home is typically set months prior to its delivery pursuant to sales contracts with our homebuyers. In such circumstances, our operating results could be adversely affected. Additionally, market and competitive forces may also limit our ability to raise the sales prices of our homes.

Utility and resource shortages or rate fluctuations could have an adverse effect on our operations.

Several of the markets in which we operate and in which we may operate in the future have historically been subject to utility and resource shortages, including significant changes to the availability of electricity and water and seasonal fluctuation in the ability of certain commodities, particularly lumber. Denver in particular has at times been affected by such shortages. Shortages of natural resources in our markets, particularly of water, may make it more difficult for us to obtain regulatory approval of new developments. We have also experienced material fluctuations in utility and resource costs across our markets, and we may incur additional costs and may not be able to complete construction on a timely basis if such fluctuations arise. In particular, as the housing market has improved and the number of new homes being constructed has increased, we have experienced increased construction costs due to additional competition for labor and materials. Furthermore, these shortages and rate fluctuations may adversely affect the regional economies in which we operate, which may reduce demand for our homes and negatively affect our business and results of operations.

Government regulations and legal challenges may delay the start or completion of our communities, increase our expenses or limit our homebuilding or other activities, which could have a negative impact on our results of operations.

The approval of numerous governmental authorities must be obtained in connection with our development activities, and these governmental authorities often have broad discretion in exercising their approval authority. We incur substantial costs related to compliance with legal and regulatory requirements. Any increase in legal and regulatory requirements may cause us to incur substantial additional costs, or in some cases cause us to determine that the property is not feasible for development. Various local, provincial, state and federal statutes, ordinances, rules and regulations concerning building, health and safety, environment, zoning, sales and similar matters apply to and/or affect the housing industry.

Municipalities may restrict or place moratoriums on the availability of utilities, such as water and sewer taps. If municipalities in which we operate take such actions, it could have an adverse effect on our business by causing delays, increasing our costs or limiting our ability to operate in those municipalities.

We may become subject to various state and local “slow growth” or “no growth” initiatives and other ballot measures that could negatively impact the availability of land and building opportunities within those localities.

Governmental regulation affects not only construction activities but also sales activities, mortgage lending activities and other dealings with consumers. In addition, it is possible that some form of expanded energy efficiency legislation may be passed by the U.S. Congress or federal agencies and certain state and provincial legislatures, which may, despite being phased in over time, significantly increase our costs of building homes and the sale price to our buyers, and adversely affect our sales volumes. We may be required to apply for additional approvals or modify our existing approvals because of changes in local circumstances or applicable law. Further, we may experience delays and increased expenses as a result of legal challenges to our proposed communities, whether brought by governmental authorities or private parties.

An inability to obtain additional performance, payment and completion surety bonds and letters of credit could limit our future growth.

We are often required to provide performance, payment and completion surety bonds or letters of credit to secure the completion of our construction contracts, development agreements and other arrangements. We have obtained facilities to provide the required volume of performance, payment and completion surety bonds and letters of credit for our expected growth in the medium term; however, unexpected growth may require additional facilities. We may also be required to renew or amend our existing facilities. Our ability to obtain additional performance, payment and completion surety bonds and letters of credit primarily depends on our credit rating, capitalization, working capital, past performance, management expertise and certain external factors, including the capacity of the markets for such bonds. Performance, payment and completion surety bond and letter of credit providers consider these factors in addition to our performance and claims record and provider-specific underwriting standards, which may change from time to time.

If our performance record or our providers’ requirements or policies change, if we cannot obtain the necessary consent from our lenders, or if the market’s capacity to provide performance, payment and completion bonds or letters of credit is not sufficient for any unexpected growth and we are unable to renew or amend our existing facilities on favorable terms or at all, we could be unable to obtain additional performance, payment and completion surety bonds or letters of credit from other sources when required, which could have a material adverse effect on our business, financial condition and results of operations.

A major health and safety incident relating to our business could be costly in terms of potential liabilities and reputational damage.

Building sites are inherently dangerous, and operating in the homebuilding industry poses certain inherent health and safety risks. Due to health and safety regulatory requirements and the number of projects we work on, health and safety performance is critical to the success of all areas of our business. Any failure in health and safety performance may result in penalties for non-compliance with relevant regulatory requirements, and a failure that results in a major or significant health and safety incident is likely to be costly in terms of potential liabilities incurred as a result. Such a failure could generate significant negative publicity and have a corresponding impact on our reputation, our relationships with relevant regulatory agencies or governmental authorities, and our ability to win new business, which in turn could have a material adverse effect on our business, financial condition and operating results.

We are subject to environmental laws and regulations, which may increase our costs, limit the areas in which we can build homes and delay completion of our projects.

We are subject to a variety of local, state and federal statutes, rules and regulations concerning land use and the protection of health and the environment, including those governing discharge of pollutants to water and air, including asbestos, the handling of hazardous materials and the cleanup of contaminated sites. We may be liable for the costs of removal, investigation or remediation of hazardous or toxic substances located on, under or in a property currently or formerly owned, leased or occupied by us, whether or not we caused or knew of the pollution. The costs of any required removal, investigation or remediation of such substances or the costs of defending against environmental claims may be substantial. The presence of such substances, or the failure to remediate such substances properly, may also adversely affect our ability to sell the land or to borrow using the land as security. Environmental impacts from historical activities have been identified at some of the projects we have developed in the past and additional projects may be located on land that may have been contaminated by previous use. Although we are not aware of any projects requiring material remediation activities by us as a result of historical contamination, no assurances can be given that material claims or liabilities relating to such developments will not arise in the future.

The particular impact and requirements of environmental laws that apply to any given community vary greatly according to the community site, the site’s environmental conditions and the present and former use of the site. We expect that increasingly stringent requirements may be imposed on homebuilders in the future. Environmental laws may result in delays, cause us to implement time consuming and expensive compliance programs and prohibit or severely restrict development in certain environmentally sensitive regions or areas, such as wetlands. We also may not identify all of these concerns during any pre-development review of project sites. Environmental regulations can also have an adverse impact on the availability and price of certain raw materials, such as lumber. Furthermore, we could incur substantial costs, including cleanup costs, fines, penalties and other sanctions and damages from third-party claims for property damage or personal injury, as a result of our failure to comply with, or liabilities under, applicable environmental laws and regulations. In addition, we are subject to third-party challenges, such as by environmental groups, under environmental laws and regulations to the permits and other approvals required for our projects and operations. These matters could adversely affect our business, financial condition and operating results.

We may be liable for claims for damages as a result of use of hazardous materials.

As a homebuilding business with a wide variety of historic homebuilding and construction activities, we could be liable for future claims for damages as a result of the past or present use of hazardous materials, including building materials which in the future become known or are suspected to be hazardous. Any such claims may adversely affect our business, financial condition and operating results. Insurance coverage for such claims may be limited or non-existent.

Our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.

Litigation and concern about indoor exposure to certain types of toxic molds have been increasing as the public becomes increasingly aware that exposure to mold can cause a variety of health effects and symptoms, including allergic reactions. Toxic molds can be found almost anywhere; they can grow on virtually any organic substance, as long as moisture and oxygen are present. There are molds that can grow on wood, paper, carpet, foods and insulation. When excessive moisture accumulates in buildings or on building materials, mold growth will often occur, particularly if the moisture problem remains undiscovered or unaddressed. It is impossible to eliminate all mold and mold spores in the indoor environment. If mold or other airborne contaminants exist or appear at our properties, we may have to undertake a costly remediation program to contain or remove the contaminants or increase indoor ventilation. If indoor air quality were impaired, we could be liable to our homebuyers or others for property damage or personal injury.

We may not be able to compete effectively against competitors in the homebuilding industry, especially in the new markets we plan to enter.

Competition in the homebuilding industry is intense, and there are relatively low barriers to entry into our business. Homebuilders compete for, among other things, home buying customers, desirable land parcels, financing, raw materials and skilled labor. Increased competition could hurt our business, as it could prevent us from acquiring attractive land parcels on which to build homes or make such acquisitions more expensive, hinder our market share expansion and lead to pricing pressures on our homes that may adversely impact our margins and revenues. If we are unable to successfully compete, our business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected. We compete with large national and regional homebuilding companies and with smaller local homebuilders for land, financing, raw materials and skilled management and labor resources. Furthermore, a number of our primary competitors are significantly larger, have a longer operating history and may have greater resources or lower cost of capital than ours; accordingly, they may be able to compete more effectively in one or more of the markets in which we operate. Many of these competitors also have longstanding relationships with subcontractors and suppliers in the markets in which we operate. As we expand our operations into Nevada, Texas and other areas of the Western United States, we face new competition from many established homebuilders in those markets, and we will not have the benefit of the extensive relationships and strong reputations with subcontractors, suppliers and homebuyers that we enjoy in our Colorado markets. We also compete with the resale, or “previously owned,” home market, which has increased significantly due to the large number of homes that have been foreclosed on or could be foreclosed on due to the recent economic downturn, and with available rental housing.

Raw materials and building supply shortages and price fluctuations could delay or increase the cost of home construction and adversely affect our operating results.

The homebuilding industry has, from time to time, experienced raw material shortages and been adversely affected by volatility in global commodity prices. In particular, shortages and fluctuations in the price of concrete, drywall, lumber or other important raw materials could result in delays in the start or completion of, or increase the cost of, developing one or more of our residential communities.

In addition, the cost of petroleum products, which are used both to deliver our materials and to transport workers to our job sites, fluctuates and may be subject to increased volatility as a result of geopolitical events or accidents such as the Deepwater Horizon accident in the Gulf of Mexico. Changes in such costs could also result in higher prices for any product utilizing petrochemicals. These cost increases may have an adverse effect on our operating margin and results of operations and may result in a decline in the price of our common stock. Furthermore, any such cost increase may adversely affect the regional economies in which we operate and reduce demand for our homes.

Increases in our cancellation rate could have a negative impact on our home sales revenue and homebuilding margins.

Our backlog reflects sales contracts with our homebuyers for homes that have not yet been delivered. We have received a deposit from a homebuyer for each home reflected in our backlog, and generally we have the right to retain the deposit if the homebuyer fails to comply with his or her obligations under the sales contract, subject to

certain exceptions, including as a result of state and local law, the homebuyer’s inability to sell his or her current home or, in certain circumstances, the homebuyer’s inability to obtain suitable financing. Home order cancellations negatively impact the number of closed homes, net new home orders, home sales revenue and results of operations, as well as the number of homes in backlog. Home order cancellations can result from a number of factors, including declines or slow appreciation in the market value of homes, increases in the supply of homes available to be purchased, increased competition, higher mortgage interest rates, homebuyers’ inability to sell their existing homes, homebuyers’ inability to obtain suitable financing, including providing sufficient down payments, and adverse changes in economic conditions. An increase in the level of our home order cancellations could have a negative impact on our business, prospects, liquidity, financial condition and results of operations.

Homebuilding is subject to product liability and warranty claims arising in the ordinary course of business that can be significant.

As a homebuilder, we are subject to home warranty and construction defect claims arising in the ordinary course of business. There can be no assurance that any developments we undertake will be free from defects once completed. Construction defects may occur on projects and developments and may arise during a significant period of time after completion. Defects arising on a development attributable to us may lead to significant contractual or other liabilities.

As a consequence, we maintain products and completed operations excess liability insurance, obtain indemnities and certificates of insurance from subcontractors generally covering claims related to damages resulting from faulty workmanship and materials, and create warranty and other reserves for the homes we sell based on historical experience in our markets and our judgment of the risks associated with the types of homes built. Although we actively monitor our insurance reserves and coverage, because of the uncertainties inherent to these matters, we cannot provide assurance that our insurance coverage, our subcontractor arrangements and our reserves will be adequate to address all of our warranty and construction defect claims in the future. In addition, contractual indemnities can be difficult to enforce. We may also be responsible for applicable self-insured retentions, and some types of claims may not be covered by insurance or may exceed applicable coverage limits. Additionally, the coverage offered by and the availability of products and completed operations excess liability insurance for construction defects is currently limited and costly. This coverage may be further restricted or become more costly in the future.

In addition, we have plans to conduct, in the future, a portion of our business in California, one of the most highly regulated and litigious jurisdictions in the United States, which imposes a ten-year, strict liability tail on most construction liability claims. As a result, we may be exposed to potential losses and expenses due to litigation, new laws and regulations related to our planned California operations.

Unexpected expenditures attributable to defects or previously unknown sub-surface conditions arising on a development project may have a material adverse effect on our business, financial condition and operating results. In addition, severe or widespread incidents of defects giving rise to unexpected levels of expenditure, to the extent not covered by insurance or redress against subcontractors, may adversely affect our business, financial condition and operating results.

We may suffer uninsured losses or suffer material losses in excess of insurance limits.

We could suffer physical damage to property and liabilities resulting in losses that may not be fully compensated by insurance. In addition, certain types of risks, such as personal injury claims, may be, or may become in the future, either uninsurable or not economically insurable, or may not be currently or in the future covered by our insurance policies. Should an uninsured loss or a loss in excess of insured limits occur, we could sustain financial loss or lose capital invested in the affected property as well as anticipated future income from that property. In addition, we could be liable to repair damage or meet liabilities caused by uninsured risks. We may be liable for any debt or other financial obligations related to affected property. Material losses or liabilities in excess of insurance proceeds may occur in the future.

In the United States, the coverage offered and the availability of general liability insurance for construction defects is currently limited and is costly. As a result, an increasing number of our subcontractors in the United States may be unable to obtain insurance. If we cannot effectively recover construction defect liabilities and costs of

defense from our subcontractors or their insurers, or if we have self-insured, we may suffer losses. Coverage may be further restricted and become even more costly. Such circumstances could adversely affect our business, financial condition and operating results.

Our operating performance is subject to risks associated with the real estate industry.

Real estate investments are subject to various risks and fluctuations and cycles in value and demand, many of which are beyond our control. Certain events may decrease cash available for operations, as well as the value of our real estate assets. These events include, but are not limited to:

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adverse changes in financial conditions of buyers and sellers of properties, particularly residential homes and land suitable for development of residential homes;

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adverse changes in international, national or local economic and demographic conditions;

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competition from other real estate investors with significant capital, including other real estate operating companies and developers and institutional investment funds;

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reductions in the level of demand for and increases in the supply of land suitable for development;

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fluctuations in interest rates, which could adversely affect our ability, or the ability of homebuyers, to obtain financing on favorable terms or at all;

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unanticipated increases in expenses, including, without limitation, insurance costs, development costs, real estate assessments and other taxes and costs of compliance with laws, regulations and governmental policies; and

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changes in enforcement of laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax laws, governmental fiscal policies and the Americans with Disabilities Act of 1990.

In addition, periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in the purchase of homes or an increased incidence of home order cancellations. If we cannot successfully implement our business strategy, our business, prospects, liquidity, financial condition and results of operations will be adversely affected.

Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties for reasonable prices in response to changing economic, financial and investment conditions may be limited and we may be forced to hold non-income producing properties for extended periods of time.

Real estate investments are relatively difficult to sell quickly. As a result, our ability to promptly sell one or more properties in response to changing economic, financial and investment conditions is limited and we may be forced to hold non-income producing assets for an extended period of time. We cannot predict whether we will be able to sell any property for the price or on the terms that we set or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property.

If the market value of our land inventory decreases, our results of operations could be adversely affected by impairments and write-downs.

The market value of our land and housing inventories depends on market conditions. We acquire land for expansion into new markets and for replacement of land inventory and expansion within our current markets. There is an inherent risk that the value of the land owned by us may decline after purchase. The valuation of property is inherently subjective and based on the individual characteristics of each property. We may have acquired options on or bought and developed land at a cost we will not be able to recover fully or on which we cannot build and sell homes profitably. In addition, our deposits for lots controlled under option or similar contracts may be put at risk.

Factors, such as changes in regulatory requirements and applicable laws (including in relation to building regulations, taxation and planning), political conditions, the condition of financial markets, both local and national economic conditions, the financial condition of customers, potentially adverse tax consequences, and interest and inflation rate fluctuations, subject land valuations to uncertainty. Moreover, all valuations are made on the basis of assumptions that may not prove to reflect economic or demographic reality. If housing demand decreases below what we anticipated when we acquired our inventory, our profitability may be adversely affected and we may not be able to recover our costs when we sell and build houses.

Due to economic conditions in the United States in recent years, including increased amounts of home and land inventory that entered certain U.S. markets from foreclosure sales or short sales, the market value of our land and home inventory was negatively impacted. We regularly review the value of our land holdings and continue to review our holdings on a periodic basis. Material write-downs and impairments in the value of our inventory may be required, and we may in the future sell land or homes at a loss, which could adversely affect our results of operations and financial condition.

Inflation could adversely affect our business and financial results.

Inflation could adversely affect us by increasing the costs of land, materials and labor needed to operate our business. In the event of an increase in inflation, we may seek to increase the sales prices of homes in order to maintain satisfactory margins. However, an oversupply of homes relative to demand and home prices being set several months before homes are delivered may make any such increase difficult or impossible. In addition, inflation is often accompanied by higher interest rates, which historically have had a negative impact on housing demand. In such an environment, we may not be able to raise home prices sufficiently to keep up with the rate of inflation and our margins could decrease. Moreover, the cost of capital increases as a result of inflation and the purchasing power of our cash resources declines. Current or future efforts by the government to stimulate the economy may increase the risk of significant inflation and its adverse impact on our business or financial results.

Our quarterly operating results may fluctuate because of the seasonal nature of our business and other factors.

Our quarterly operating results generally fluctuate by season. Historically, we have entered into a larger percentage of contracts for the sale of our homes during the spring and summer months. Weather-related problems, typically in the fall, late winter and early spring, may delay starts or closings and increase costs and thus reduce profitability. Seasonal natural disasters such as floods and fires could cause delays in the completion of, or increase the cost of, developing one or more of our communities, causing an adverse effect on our sales and revenues.

In many cases, we may not be able to recapture increased costs by raising prices. In addition, deliveries may be staggered over different periods of the year and may be concentrated in particular quarters. Our quarterly operating results may fluctuate because of these factors.

We will become subject to financial reporting and other requirements as a public company for which our accounting and other management systems and resources may not be adequately prepared.

As a public company with listed equity securities, we will need to comply with new laws, regulations and requirements, including the requirements of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), certain corporate governance provisions of the Sarbanes-Oxley Act of 2002 (which we refer to as the “Sarbanes-Oxley Act”), related regulations of the U.S. Securities and Exchange Commission (which we refer to as the “SEC”) and requirements of the New York Stock Exchange, with which we were not required to comply as a private company. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting.

Section 404 of the Sarbanes-Oxley Act requires our management and independent auditors to report annually on the effectiveness of our internal control over financial reporting. However, we are an “emerging growth company,” as defined in the JOBS Act, and, so for as long as we continue to be an emerging growth company, we intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404. Once we are no longer an emerging growth company or, if prior to such date, we opt to no longer take advantage of the applicable exemption, we will be required to include an opinion from our independent auditors on the effectiveness of our internal control over financial reporting.

We would cease to be an “emerging growth company” upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of this offering, (ii) the first fiscal year after our annual gross revenues are $1.0 billion or more, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities or (iv) as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

We have begun the very early stages of the costly and challenging process of compiling the system and processing the documentation necessary to perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act. Prior to this evaluation and testing process, we have identified certain material weaknesses and significant deficiencies in our internal controls due to the absence of formalized and documented policies and procedures for current record keeping, and a lack of personnel within our accounting function that possessed expertise to perform certain functions. These material weaknesses resulted in certain misstatements in our financial statements which led us to restate our financial statements on two separate occasions. We are currently in the process of remediating these material weaknesses by (i) documenting and formalizing our internal controls and financial reporting policies and procedures, including implementing additional controls over our financial close process, (ii) hiring additional resources with significant experience to our accounting team, and (iii) instituting appropriate review and oversight responsibilities within our accounting team. We anticipate that we will have fully remediated the material weaknesses prior to June 30, 2014.

These reporting and other obligations will place significant demands on our management, administrative, operational, and accounting resources and will cause us to incur significant expenses. We may need to upgrade our systems or create new systems, implement additional financial and management controls, reporting systems and procedures, create or outsource an internal audit function, and hire additional accounting and finance staff. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. Any failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

We also expect that being a public company and these rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and operating results.

As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in the Company and, as a result, the value of our common stock.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of the end of our fiscal year 2015. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

We are in the very early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. Prior to this evaluation and testing process, on two separate occasions we identified material weaknesses in our internal controls and certain misstatements in our financial statements attributable to accounting periods prior to our retention of our current Chief Financial Officer, which led us to restate our financial statements. We are currently in the process of remediating these material weaknesses, including hiring additional resources and implementing changes in our internal control processes over financial reporting.

If we are unable to assert that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC.

We will be required to disclose changes made in our internal control and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company” as defined in the JOBS Act, if we continue to take advantage of the exemptions contained in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Our remediation efforts may not enable us to avoid a material weakness in the future. To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff.

We will incur increased costs as a result of being a public company.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, rules implemented by the SEC and the New York Stock Exchange require changes in corporate governance practices of public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We will also incur additional costs associated with our public company reporting requirements. We expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, particularly to serve on our audit committee and compensation committee, or as executive officers.

Acts of war or terrorism may seriously harm our business.

Acts of war, any outbreak or escalation of hostilities between the United States and any foreign power or acts of terrorism may cause disruption to the U.S. economy, or the local economies of the markets in which we operate, cause shortages of building materials, increase costs associated with obtaining building materials, result in building code changes that could increase costs of construction, affect job growth and consumer confidence or cause economic changes that we cannot anticipate, all of which could reduce demand for our homes and adversely impact our business, prospects, liquidity, financial condition and results of operations.

Negative publicity may affect our business performance and could affect our stock price.

Unfavorable media related to our industry, company, brands, marketing, personnel, operations, business performance or prospects may affect our stock price and the performance of our business, regardless of its accuracy or inaccuracy. Our success in maintaining, extending and expanding our brand image depends on our ability to adapt to a rapidly changing media environment. Adverse publicity or negative commentary on social media outlets, such as blogs, websites or newsletters, could hurt operating results, as consumers might avoid brands that receive bad press or negative reviews. Negative publicity may result in a decrease in operating results that could lead to a decline in the price of our common stock and cause you to lose all or a portion of your investment.

Failure to manage land acquisitions and development and construction processes could result in significant cost overruns or errors in valuing sites.

We own and purchase a large number of sites each year and are therefore dependent on our ability to process a very large number of transactions (which include, among other things, evaluating the site purchase, designing the layout of the development, sourcing materials and subcontractors and managing contractual commitments) efficiently and accurately. Errors by employees, failure to comply with regulatory requirements and conduct of business rules, failings or inadequacies in internal control processes, inabilities to obtain desired approvals and entitlements, cost overruns, equipment failures, natural disasters or the failure of external systems, including those of our suppliers or counterparties, could result in operational losses that could adversely affect our business, financial condition and operating results and our relationships with our customers.

We may incur a variety of costs to engage in future growth or expansion of our operations or acquisitions or disposals of businesses, and the anticipated benefits may never be realized.

As a part of our business strategy, we may make acquisitions, or significant investments in, and/or disposals of businesses. Any future acquisitions, investments and/or disposals would be accompanied by risks such as:

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difficulties in assimilating the operations and personnel of acquired companies or businesses;

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diversion of our management’s attention from ongoing business concerns;

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our potential inability to maximize our financial and strategic position through the successful incorporation or disposition of operations;

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maintenance of uniform standards, controls, procedures and policies; and

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impairment of existing relationships with employees, contractors, suppliers and customers as a result of the integration of new management personnel and cost-saving initiatives.

We cannot guarantee that we will be able to successfully integrate any company or business that we might acquire in the future, and our failure to do so could harm our current business.

In addition, we may not realize the anticipated benefits of these transactions and there may be other unanticipated or unidentified effects. While we would seek protection, for example, through warranties and indemnities in the case of acquisitions, significant liabilities may not be identified in due diligence or come to light after the expiry of warranty or indemnity periods. Additionally, while we would seek to limit our ongoing exposure, for example, through liability caps and period limits on warranties and indemnities in the case of disposals, some warranties and indemnities may give rise to unexpected and significant liabilities. Any claims arising in the future may adversely affect our business, financial condition and operating results.

Poor relations with the residents of our communities could negatively impact sales, which could cause our revenues or results of operations to decline.

Residents of communities we develop rely on us to resolve issues or disputes that may arise in connection with the operation or development of their communities. Efforts made by us to resolve these issues or disputes could be deemed unsatisfactory by the affected residents and subsequent actions by these residents could adversely affect sales or our reputation. In addition, we could be required to make material expenditures related to the settlement of such issues or disputes or to modify our community development plans, which could adversely affect our results of operations.

We may be subject to various risks relating to our future plan to vertically integrate mortgage lending into our business.

In the future, we plan to vertically integrate mortgage lending into our business, which will enable us to provide financing to our homebuyers. There are risks involved with engaging in the mortgage lending business, including establishing sufficient stringent underwriting standards, so as to limit the level of foreclosures experienced on mortgages originated by us. We may hold some of the loans we originate to maturity; however, in order to finance our planned mortgage business, we will most likely sell the loans we originate, either as whole loans or pursuant to a securitization. It is customary in connection with such transactions for the originator, such as we would be, to make representations and warranties to the purchasers, guarantors and insurers about the mortgage loans and the manner in which they were originated and to offer certain indemnities and guaranties to the purchasers, guarantors and insurers. In the event of defaults on the loans we originate, we may be required to repurchase or substitute mortgage loans, or indemnify buyers, guarantors or insurers of our loans. Because we have limited experience in originating and underwriting home loans, our underwriting standards may not be as stringent as a more traditional lender, and accordingly, we may experience a higher rate of default than lenders who have engaged in the mortgage lending industry for a longer period of time. Moreover, the loans we originate will be limited primarily to buyers of our homes, so our pool of borrowers will be less diverse than as would be the case with a traditional lender, and thus there could be a higher correlation in the default rate with our borrowers. In addition, because we would be originating loans to buyers of our homes, there is the risk that we may be more incentivized, compared to more traditional lenders, to lower our underwriting standards in order to close home sales. Should our underwriting standards not adequately screen quality applicants, the default rate on the loans we originate may be higher, which could have an adverse impact on our results of operations and financial condition, either because the loans we own are no longer performing or because we are required to repurchase or otherwise indemnify purchasers, guarantors or insurers of the loans we sell or securitize.

Risk Related to Conflicts of Interest

As a result of Dale Francescon’s and Robert Francescon’s relationship with the Company, conflicts of interest may arise with respect to any transactions involving or with Dale Francescon, Robert Francescon, or their affiliates, and their interests may not be aligned with yours.

Dale Francescon and Robert Francescon are our Co-Chief Executive Officers, sit on our board of directors, and collectively beneficially own 5,626,000 shares of our common stock, which will represent % of our common stock outstanding immediately after this offering, or % if the underwriters exercise in full their over-allotment option to purchase additional shares of our common stock in this offering. For so long as Dale Francescon and Robert Francescon continue to beneficially own a significant stake in us, they will have significant influence over the power to:

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elect our directors and exercise overall control over the Company;

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agree to sell or otherwise transfer a controlling stake in the Company; and

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determine the outcome of substantially all actions requiring the majority approval of our stockholders, including transactions with related parties, corporate reorganizations, mergers, acquisitions and dispositions of assets.

The interests of Dale Francescon and Robert Francescon may not be fully aligned with yours, and this could lead to a strategy that is not in your best interests. In addition, their significant ownership in us and resulting ability to effectively control us will limit your ability to influence corporate matters and may discourage someone from making a significant equity investment in us, or could discourage transactions involving a change in control, including transactions in which you as a holder of shares of our common stock might otherwise receive a premium for your shares over the then-current market price.

In addition, there may be transactions between us and Dale Francescon, Robert Francescon, or their affiliates that could present an actual or perceived conflict of interest. These conflicts of interest may lead Dale and/or Robert Francescon to recuse himself or themselves from actions of our board of directors with respect to any transactions involving or with Dale or Robert Francescon or their affiliates. For example, we have entered into employment agreements with Dale Francescon and Robert Francescon, our Co-Chief Executive Officers, in their capacities as officers, pursuant to which they are required to devote substantially full-time attention to our affairs. See “Executive and Director Compensation—Employment Agreements.” These employment agreements were not negotiated on an arm’s-length basis. We may choose not to enforce, or to enforce less vigorously, our rights under these agreements because of our desire to maintain our ongoing relationship with the individuals party to these agreements.

Risks Related to Our Indebtedness

We expect to use leverage in executing our business strategy, which may adversely affect the return on our assets.

We may incur a substantial amount of debt in the future. Our existing indebtedness is recourse to us and we anticipate that future indebtedness will likewise be recourse. Our board of directors will consider a number of factors when evaluating our level of indebtedness and when making decisions regarding the incurrence of

new indebtedness, including the purchase price of assets to be acquired with debt financing, the estimated market value of our assets and the ability of particular assets, and the Company as a whole, to generate cash flow to cover the expected debt service. Our charter does not contain a limitation on the amount of debt we may incur and our board of directors may change our target debt levels at any time without the approval of our stockholders.

Incurring a substantial amount of debt could have important consequences for our business, including:

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making it more difficult for us to satisfy our obligations with respect to our debt or to our trade or other creditors;

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increasing our vulnerability to adverse economic or industry conditions;

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limiting our ability to obtain additional financing to fund capital expenditures and acquisitions, particularly when the availability of financing in the capital markets is limited;

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requiring a substantial portion of our cash flows from operations and the proceeds from this offering for the payment of interest on our debt and reducing our ability to use our cash flows and the proceeds from this offering to fund working capital, capital expenditures, acquisitions and general corporate requirements;

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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

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placing us at a competitive disadvantage to less leveraged competitors.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us through capital markets financings or under our credit facilities or otherwise in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, on or before its maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. In addition, we may incur additional indebtedness in order to finance our operations or to repay existing indebtedness. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional debt or equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would be advantageous to our stockholders or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements.

Access to financing sources may not be available on favorable terms, or at all, especially in light of current market conditions, which could adversely affect our ability to maximize our returns.

We expect to employ prudent levels of leverage to finance the acquisition and development of our lots and construction of our homes. Our existing indebtedness is recourse to us and we anticipate that future indebtedness will likewise be recourse. Our access to additional third-party sources of financing will depend, in part, on:

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general market conditions;

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the market’s perception of our growth potential;

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with respect to acquisition and/or development financing, the market’s perception of the value of the land parcels to be acquired and/or developed;

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our current debt levels;

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our current and expected future earnings;

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our cash flow; and

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the market price per share of our common stock.

Recently, domestic financial markets have experienced unusual volatility, uncertainty and a tightening of liquidity in both the investment grade debt and equity capital markets. Credit spreads for major sources of capital widened significantly during the U.S. credit crisis as investors demanded a higher risk premium. Given the current volatility and weakness in the capital and credit markets, potential lenders may be unwilling or unable to provide us with financing that is attractive to us or may charge us prohibitively high fees in order to obtain financing. Consequently, there is greater uncertainty regarding our ability to access the credit market in order to attract financing on reasonable terms. Investment returns on our assets and our ability to make acquisitions could be adversely affected by our inability to secure additional financing on reasonable terms, if at all.

Depending on market conditions at the relevant time, we may have to rely more heavily on additional equity financings or on less efficient forms of debt financing that require a larger portion of our cash flow from operations, thereby reducing funds available for our operations, future business opportunities and other purposes. We may not have access to such equity or debt capital on favorable terms at the desired times, or at all.

Our current financing arrangements contain, and our future financing arrangements likely will contain, restrictive covenants relating to our operations.

Our current financing arrangements contain, and the financing arrangements we enter into in the future likely will contain, covenants (financial and otherwise) affecting our ability to incur additional debt, make certain investments, reduce liquidity below certain levels, make distributions to our stockholders and otherwise affect our operating policies. The restrictions contained in our financing arrangements could also limit our ability to plan for or react to market conditions, meet capital needs or make acquisitions or otherwise restrict our activities or business plans. If we fail to meet or satisfy any of these covenants in our debt agreements we would be in default under these agreements, and our lenders could elect to declare outstanding amounts due and payable, terminate their commitments, require the posting of additional collateral or enforce their respective interests against existing collateral. A default also could limit significantly our financing alternatives, which could cause us to curtail our investment activities and/or dispose of assets when we otherwise would not choose to do so. If we default on several of our debt agreements or any single significant debt agreement, it could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Secured indebtedness exposes us to the possibility of foreclosure on our ownership interests in our land parcels.

Incurring mortgage and other secured indebtedness increases our risk of loss of our ownership interests in our land parcels or other assets because defaults thereunder, and the inability to refinance such indebtedness, may result in foreclosure action initiated by lenders.

Interest expense on debt we will incur may limit our cash available to fund our growth strategies.

As part of our financing strategy, we may incur a significant amount of additional debt. Our current debt has, and any additional debt we subsequently incur may have a floating rate of interest. Higher interest rates could increase debt service requirements on our current floating rate debt and on any floating rate debt we subsequently incur, and could reduce funds available for operations, future business opportunities or other purposes. If we need to repay existing debt during periods of rising interest rates, we could be required to refinance our then-existing debt on unfavorable terms or liquidate one or more of our assets to repay such debt at times which may not permit realization of the maximum return on such assets and could result in a loss. The occurrence of either such event or both could materially and adversely affect our cash flows and results of operations.

Interest rate changes may adversely affect us.

We currently do not hedge against interest rate fluctuations. We may obtain in the future one or more forms of interest rate protection—in the form of swap agreements, interest rate cap contracts or similar agreements—to hedge against the possible negative effects of interest rate fluctuations. However, we cannot assure you that any hedging will adequately relieve the adverse effects of interest rate increases or that counterparties under these agreements will honor their obligations thereunder. In addition, we may be subject to risks of default by hedging counterparties. Adverse economic conditions could also cause the terms on which we borrow to be unfavorable. We could be required to liquidate one or more of our assets at times which may not permit us to receive an attractive return on our assets in order to meet our debt service obligations.

We may require additional capital in the future and may not be able to secure adequate funds on terms acceptable to us.

The expansion and development of our business may require significant capital, which we may be unable to obtain, to fund our capital expenditures and operating expenses, including working capital needs. In accordance with our growth strategy, following this offering, we expect to opportunistically raise additional debt capital to help fund the growth of our business, subject to market and other conditions, but such debt capital may not be available to us on a timely basis at reasonable rates or at all.

In the future, we may fail to generate sufficient cash flow from the sales of our homes and land to meet our cash requirements. Further, our capital requirements may vary materially from those currently planned if, for example, our revenues do not reach expected levels or we have to incur unforeseen capital expenditures and make investments to maintain our competitive position. If this is the case, we may require additional financing sooner than anticipated or we may have to delay or abandon some or all of our development and expansion plans or otherwise forego market opportunities.

To a large extent, our cash flow generation ability is subject to general economic, financial, competitive, legislative and regulatory factors and other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations in an amount sufficient to enable us to fund our liquidity needs. As a result, we may need to refinance all or a portion of our debt, on or before its maturity, or obtain additional equity or debt financing. We cannot assure you that we will be able to do so on favorable terms, if at all. Any inability to generate sufficient cash flow, refinance our debt or incur additional debt on favorable terms could adversely affect our financial condition and could cause us to be unable to service our debt and may delay or prevent the expansion of our business.

Risks Related to Our Organization and Structure

We depend on key personnel.

Our success depends to a significant degree upon the contributions of certain key personnel including, but not limited to, Dale Francescon and Robert Francescon, our Co-Chief Executive Officers, each of whom would be difficult to replace. Although we have entered into employment agreements with Dale Francescon and Robert Francescon, in their capacities as officers, there is no guarantee that these executives will remain employed with us. If any of our key personnel were to cease employment with us, our operating results could suffer. Further, the process of attracting and retaining suitable replacements for key personnel whose services we may lose would result in transition costs and would divert the attention of other members of our senior management from our existing operations. The loss of services from key personnel or a limitation in their availability could materially and adversely impact our business, prospects, liquidity, financial condition and results of operations. Further, such a loss could be negatively perceived in the capital markets. We have not obtained and do not expect to obtain key man life insurance that would provide us with proceeds in the event of death or disability of any of our key personnel.

We may not be able to successfully operate our business.

Our predecessor was formed in August 2002, and we converted into a Delaware corporation on April 30, 2013. We cannot assure you that our past experience will be sufficient to enable us to operate our business successfully or implement our operating policies and business strategies as described in this prospectus.

Furthermore, we may not be able to generate sufficient operating cash flows to pay our operating expenses or service our indebtedness. You should not rely upon the past performance of our management team, as past performance may not be indicative of our future results.

Termination of the employment agreements with the members of our management team could be costly and prevent a change in control of the Company.

The employment agreements we have entered into with Dale Francescon and Robert Francescon, our Co-Chief Executive Officers, in their capacities as officers, each provide that if their employment with us terminates under certain circumstances, we may be required to pay them significant amounts of severance compensation, thereby making it costly to terminate their employment. Furthermore, these provisions could delay or prevent a transaction or a change in control of the Company that might involve a premium paid for shares of our common stock or otherwise be in the best interests of our stockholders, which could adversely affect the market price of our common stock.

Certain anti-takeover defenses and applicable law may limit the ability of a third party to acquire control of the Company.

Our charter and bylaws and Delaware law contain provisions that may delay or prevent a transaction or a change in control of the Company that might involve a premium paid for shares of our common stock or otherwise be in the best interests of our stockholders, which could adversely affect the market price of our common stock. Certain of these provisions are described below.

Selected provisions of our charter and bylaws . Our charter and/or bylaws contain anti-takeover provisions that:

•

authorize our board of directors, without further action by the stockholders, to issue up to 50 million shares of preferred stock in one or more series, and with respect to each series, to fix the number of shares constituting that series, the powers, rights and preferences of the shares of that series, and the qualifications, limitations and restrictions of that series;

•

require that actions to be taken by our stockholders may be taken only at an annual or special meeting of our stockholders and not by written consent;

•

specify that special meetings of our stockholders can be called only by our board of directors, the chairman of our board of directors, our chief executive officer, or our president;

•

provide that our bylaws may be amended by our board of directors without stockholder approval;

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provide that directors may be removed from office only by the affirmative vote of the holders of 66 ² / ₃ % of the voting power of our capital stock entitled to vote generally in the election of directors;

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provide that vacancies on our board of directors or newly created directorships resulting from an increase in the number of our directors may be filled only by a vote of a majority of directors then in office, even though less than a quorum;

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provide that, subject to the express rights, if any, of the holders of any series of preferred stock, any amendment, modification or repeal of, or the adoption of any new or additional provision, inconsistent with our charter provisions relating to the removal of directors, exculpation of directors, indemnification, the prohibition against stockholder action by written consent, and the vote of our stockholders required to amend our bylaws requires the affirmative vote of the holders of at least 66 ² / ₃ % of the voting power of our capital stock entitled to vote generally in the election of directors;

•

provide that the stockholders may amend, modify or repeal our bylaws, or adopt new or additional provisions of our bylaws, only with the affirmative vote of 66 ² / ₃ % of the voting power of our capital stock entitled to vote generally; and

•

establish advance notice procedures for stockholders to submit nominations of candidates for election to our board of directors and other proposals to be brought before a stockholders meeting.

Selected provisions of Delaware law . We are a Delaware corporation, and we have elected to be subject to Section 203 of the DGCL by provision of our charter. In general, Section 203 of the DGCL prevents an “interested stockholder” (as defined in the DGCL) from engaging in a “business combination” (as defined in the DGCL) with us for three years following the date that person becomes an interested stockholder unless one or more of the following occurs:

•

Before that person became an interested stockholder, our board of directors approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination;

•

Upon consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) stock held by directors who are also officers of the Company and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held under the plan will be tendered in a tender or exchange offer; or

•

Following the transaction in which that person became an interested stockholder, the business combination is approved by our board of directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66 ² / ₃ % of our outstanding voting stock not owned by the interested stockholder.

The DGCL generally defines “interested stockholder” as any person who, together with affiliates and associates, is the owner of 15% or more of our outstanding voting stock or is our affiliate or associate and was the owner of 15% or more of our outstanding voting stock at any time within the three-year period immediately before the date of determination.

See “Description of Capital Stock—Certain Provisions of Delaware Law, Our Charter and Bylaws” for additional information regarding these provisions.

We may change our operational policies, investment guidelines and business and growth strategies without stockholder consent, which may subject us to different and more significant risks in the future.

Our board of directors determines our operational policies, investment guidelines and business and growth strategies. Our board of directors may make changes to, or approve transactions that deviate from, those policies, guidelines and strategies without a vote of, or notice to, our stockholders. This could result in us conducting operational matters, making investments or pursuing different business or growth strategies than those contemplated in this prospectus. Under any of these circumstances, we may expose ourselves to different and more significant risks in the future, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

If we fail to implement and maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, our stockholders could lose confidence in our financial results, which could materially and adversely affect us.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We have identified certain material weaknesses in our internal controls due to the absence of formalized and documented policies and procedures for current record keeping, and a lack of personnel within our accounting function that possessed expertise to perform certain functions. These material weaknesses resulted in certain misstatements in our financial statements which led us to restate our financial statements on two separate occasions. We are currently in the process of remediating these material weaknesses by (i) documenting and formalizing our internal controls and financial reporting policies and procedures, including implementing additional controls over our financial close process, (ii) hiring additional resources with significant experience to our accounting team, and (iii) instituting appropriate review and oversight responsibilities within our accounting team. We anticipate that we will have fully remediated the material weaknesses prior to June 30, 2014.

There is no assurance that additional material weaknesses or significant deficiencies will not be identified in the future or that we will be successful in adequately remediating the material weaknesses and significant deficiencies. We may again in the future discover areas of our internal controls that need improvement. We cannot be certain that we will be successful in implementing or maintaining adequate internal control over our financial reporting and financial processes. Furthermore, as we grow our business, our internal controls will become more complex, and we will require significantly more resources to ensure our internal controls remain effective. Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements again, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect us.

We are an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our common stock may be less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including, but not limited to, a requirement to present only two years of audited financial statements, an exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act, reduced disclosure about executive compensation arrangements pursuant to the rules applicable to smaller reporting companies and no requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements. We have elected to adopt these reduced disclosure requirements. We could be an emerging growth company until the last day of the fiscal year following the fifth anniversary of the completion of this offering, although a variety of circumstances could cause us to lose that status earlier.

In addition, Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised financial accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we have determined to opt out of such extended transition period and, as a result, we will comply with new or revised financial accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised financial accounting standards is irrevocable.

We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile.

Changes in accounting rules, assumptions and/or judgments could materially and adversely affect us.

Accounting rules and interpretations for certain aspects of our operations are highly complex and involve significant assumptions and judgment. These complexities could lead to a delay in the preparation and dissemination of our financial statements. Furthermore, changes in accounting rules and interpretations or in our accounting assumptions and/or judgments, such as asset impairments, could significantly impact our financial statements. In some cases, we could be required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. Any of these circumstances could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

We may face substantial damages or be enjoined from pursuing important activities as a result of existing or future litigation, arbitration or other claims.

In our homebuilding activities, we are exposed to potentially significant litigation, including breach of contract, contractual disputes and disputes relating to defective title, property misdescription or construction defects, including use of defective materials. Although we have established warranty, claim and litigation reserves that we believe are adequate, due to the uncertainty inherent in litigation, legal proceedings may result in the award of substantial damages against us beyond our reserves. Furthermore, plaintiffs may in certain of these legal proceedings seek class action status with potential class sizes that vary from case to case. Class action lawsuits can be costly to defend, and if we were to lose any certified class action suit, it could result in substantial liability for us. In addition, we are subject to potential lawsuits, arbitration proceedings and other claims in connection with our business.

With respect to certain general liability exposures, including construction defect and product liability claims, interpretation of underlying current and future trends, assessment of claims and the related liability and reserve

estimation process require us to exercise significant judgment due to the complex nature of these exposures, with each exposure often exhibiting unique circumstances. Furthermore, once claims are asserted for construction defects, it is difficult to determine the extent to which the assertion of these claims will expand geographically. As a result, our insurance policies may not be available or adequate to cover any liability for damages, the cost of repairs, and/or the expense of litigation surrounding current claims, and future claims may arise out of events or circumstances not covered by insurance and not subject to effective indemnification agreements with our subcontractors. Should such a situation arise, it may have a material adverse effect on our business, financial condition and operating results.

Any joint venture investments that we make could be adversely affected by our lack of sole decision making authority, our reliance on co-venturers’ financial conditions and disputes between us and our co-venturers.

Although it is currently not a focus in our business strategy, we may co-invest in the future with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a land acquisition and/or a development. In this event, we would not be in a position to exercise sole decision-making authority regarding the acquisition and/or development, and our investment may be illiquid due to our lack of control. Investments in partnerships, joint ventures, or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt, fail to fund their share of required capital contributions, make poor business decisions or block or delay necessary decisions. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers.

An information systems interruption or breach in security could adversely affect us.

We rely on fully integrated accounting, financial and operational management information systems to conduct our operations. Any disruption in these systems could adversely affect our ability to conduct our business. Furthermore, any security breach of information systems or data could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, and a loss of confidence in our security measures, which could harm our business.

Risks Related to this Offering and Ownership of our Common Stock

There is currently no public market for the shares of our common stock. Although we intend to apply to list the shares of our common stock on the New York Stock Exchange under the symbol “ ,” an active trading market for the shares of our common stock may never develop or if one develops, it may not be sustained following this offering. Accordingly, no assurance can be given as to the following:

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the likelihood that an active trading market for shares of our common stock will develop or be sustained;

•

the liquidity of any such market;

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the ability of our stockholders to sell their shares of common stock; or

•

the price that our stockholders may obtain for their common stock.

If an active market for our common stock does not develop or is not maintained, the market price of our common stock may decline and you may not be able to sell your shares. Even if an active trading market develops

for our common stock subsequent to this offering, the market price of our common stock may be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates and market conditions in general could have a significant impact on the future market price of our common stock.

Some of the factors that could negatively affect or result in fluctuations in the market price of our common stock include:

•

actual or anticipated variations in our quarterly operating results;

•

changes in market valuations of similar companies;

•

adverse market reaction to the level of our indebtedness;

•

additions or departures of key personnel;

•

actions by stockholders;

•

speculation in the press or investment community;

•

general market, economic and political conditions, including an economic slowdown or dislocation in the global credit markets;

•

our operating performance and the performance of other similar companies;

•

changes in accounting principles; and

•

passage of legislation or other regulatory developments that adversely affect us or the homebuilding industry.

The offering price per share of our common stock offered under this prospectus may not accurately reflect the value of your investment.

Prior to this offering there has been no market for our common stock. The offering price per share of our common stock offered by this prospectus was negotiated between us and the underwriters. Factors considered in determining the price of our common stock include:

•

the history and prospects of companies whose principal business is the design, construction and sale of single-family homes;

•

prior offerings of those companies;

•

our prospects for acquiring land parcels for development at attractive values;

•

our capital structure;

•

an assessment of our management and its experience in acquiring land parcels and designing, constructing and selling homes;

•

general conditions of the securities markets at the time of this offering; and

•

other factors we deemed relevant.

The offering price may not accurately reflect the value of our common stock and may not be realized upon any subsequent disposition of the shares.

If you purchase common stock in this offering, you will experience immediate dilution.

The offering price of our common stock is higher than the net tangible book value per share of our common stock outstanding upon the completion of this offering. Accordingly, if you purchase common stock in this offering, you will experience immediate dilution of approximately $ in the net tangible book value per share of our common stock, assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus. This means that investors that purchase shares of our common stock in this offering will pay a price per share that exceeds the per share net tangible book value of our assets.

If securities analysts do not publish research or reports about our business, or if they downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock could be influenced by any research and reports that securities or industry analysts publish about us or our business. We do not currently have, and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of the Company, the trading price for our common stock would be negatively impacted. In the event securities or industry analysts cover the Company and one or more of these analysts downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. If one or more of these analysts cease coverage of the Company or fail to publish reports on us regularly, demand for our common stock could decrease, which could cause our common stock price and trading volume to decline.

We do not intend to pay dividends on our common stock for the foreseeable future.

We currently intend to retain our future earnings, if any, to finance the development and expansion of our business and, therefore, do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in any financing instruments and such other factors as our board of directors deems relevant in its discretion. Accordingly, you may need to sell your shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them, or at all for an indefinite period of time, except as permitted under the Securities Act and the applicable securities laws of any other jurisdiction.

We have broad discretion to use the proceeds from this offering, and our investment of those proceeds may not yield a favorable return.

Our management has broad discretion to use the proceeds from this offering in ways with which you may not agree. The failure of our management to apply these funds effectively could result in unfavorable returns. This could harm our business and could cause the market value of our common stock to decline.

Future sales of our common stock, other securities convertible into our common stock or preferred stock could cause the market value of our common stock to decline and could result in dilution of your shares.

Our board of directors is authorized, without your approval, to cause us to issue additional shares of our common stock or to raise capital through the creation and issuance of preferred stock, other debt securities convertible into common stock, options, warrants and other rights, on terms and for consideration as our board of directors in its sole discretion may determine. Sales of substantial amounts of our common stock or of preferred stock could cause the market price of our common stock to decrease significantly. We cannot predict the effect, if any, of future sales of our common stock, or the availability of our common stock for future sales, on the value of our common stock. Sales of substantial amounts of our common stock by Dale or Robert Francescon or another large stockholder, or the perception that such sales could occur, may adversely affect the market price of our common stock.

In connection with the May 2013 private offering and private placement, each of our officers and directors entered into a lock-up agreement pursuant to which they agreed, subject to various exceptions, not to sell, pledge or otherwise dispose of or transfer any shares of our common stock or any securities convertible into or exchangeable for shares of our common, or, subject to various exceptions, file any registration statement with the SEC for a period

of 180 days after the date of the effectiveness of any registration statement filed pursuant to the registration rights agreement we entered into in connection with the May 2013 private offering and private placement, including the registration statement of which this prospectus forms a part. These lock-up provisions, at any time and without notice, may be released by FBR Capital Markets & Co. in its sole discretion.

In addition, in connection with this offering, subject to certain exceptions, each of our officers and directors and certain significant stockholders has entered into a lock-up agreement that restricts the direct or indirect sale of shares of our common stock beneficially held by such person for 180 days after the date of this prospectus without the prior written consent of the representatives of the underwriters, which period shall be extended if (i) during the last 17 days of the lock-up period, we issue an earnings release or material news or a material event relating to us occurs, or (ii) prior to the expiration of the initial lock-up period, we announce that we will release earnings results during the 15-day period following the last day of the initial lock-up period, in which case the lock-up period automatically will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless the representatives of the underwriters waive, in writing, such extension. In addition, all of our other stockholders have agreed with us not to directly or indirectly sell, offer to sell, grant any option or otherwise transfer or dispose of shares of our common stock for 180 days after the date of this prospectus, in the case of the selling stockholders in this offering, or 60 days after the date of this prospectus, in the case of stockholders who are not selling shares of our common stock in this offering; provided, however, that such restrictions shall not apply to (a) sales of common stock by the selling stockholders in this offering, (b) with respect to any of our stockholders (other than our officers, directors, managers or employees) the sale of shares of common stock acquired by them in the open market after the completion of this offering, and (c) proportionate sales by our existing stockholders as allowed to any officer or director under their respective lock-up agreements. We have agreed not to waive or otherwise modify that agreement without the prior written consent of the representatives of the underwriters. The representatives of the underwriters may, at any time, release, or authorize us to release, as the case may be, all or a portion of our common stock subject to the foregoing lock-up provisions. If the restrictions under the lock-up provisions of the lock-up agreements entered into in connection with this offering and the May 2013 private offering and private placement are waived, shares of our common stock may become available for sale into the market, subject to applicable law, which could reduce the market price for our common stock.

In addition, subsequent to the effectiveness of the registration statement of which this prospectus forms a part, we intend to file a registration statement on Form S-8 to register the total number of shares of our common stock that may be issued under our 2013 Long-Term Incentive Plan, including the shares of restricted stock granted to our executive officers and directors, as well as the options to purchase shares of our common stock to be granted to our executive officers. Upon registration, these shares of common stock will be eligible for sale without restriction.

Future offerings of debt securities, which would rank senior to our common stock upon our bankruptcy liquidation, and future offerings of equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, may adversely affect the market price of our common stock.

In the future, we may attempt to increase our capital resources by making offerings of debt securities or additional offerings of equity securities. Upon bankruptcy or liquidation, holders of our debt securities and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Our preferred stock, if issued, could have a preference on liquidating distributions or a preference on dividend payments or both that could limit our ability to pay dividends or make liquidating distributions to the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control. As a result, we cannot predict or estimate the amount, timing or nature of our future offerings, and purchasers of our common stock in this offering bear the risk of our future offerings reducing the market price of our common stock and diluting their ownership interest in the Company.

Non-U.S. holders may be subject to United States federal income tax on gain realized on the sale or disposition of shares of our common stock.

Because of our holdings in United States real property interests, we believe we are a “United States real property holding corporation” (which we refer to as “USRPHC”) for United States federal income tax purposes. As a USRPHC, our stock may be treated as a United States real property interest (which we refer to as “USRPI”), gains from the sale of which by non-U.S. holders would be subject to U.S. income tax and reporting obligations pursuant to the Foreign Investment in Real Property Tax Act (which we refer to as “FIRPTA”), as described under “Certain Material Federal Income Tax Considerations—Taxation of Non-U.S. Holders—Sales or Other Taxable Dispositions of Shares of Our Common Stock.” Our common stock will not be treated as a USRPI if it is regularly traded on an established securities market, except in the case of a non-U.S. holder that actually or constructively holds more than five percent of such class of stock at any time during the shorter of the five-year period preceding the date of disposition or the holder’s holding period for such stock. We anticipate that our common stock will be regularly traded on an established securities market following this offering. However, no assurance can be given in this regard and no assurance can be given that our common stock will remain regularly traded in the future. If our stock is treated as a USRPI, a non-U.S. holder would be subject to regular United States federal income tax with respect to any gain on such stock in the same manner as a taxable U.S. holder (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals). In addition, the purchaser of the stock would be required to withhold and remit to the IRS 10% of the purchase price unless an exception applies. A non-U.S. holder also would be required to file a U.S. federal income tax return for any taxable year in which it realizes a gain from the disposition of our common stock that is subject to U.S. federal income tax.

We anticipate that our common stock will be regularly traded on an established securities market following this offering. However, no assurance can be given in this regard and no assurance can be given that our common stock will remain regularly traded in the future. Non-U.S. holders should consult their tax advisors concerning the consequences of disposing of shares of our common stock.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Various statements contained in this prospectus, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. These forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. Our forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “intend,” “anticipate,” “potential,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomes. The forward-looking statements in this prospectus speak only as of the date of this prospectus, and we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. The following factors, among others, may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements:

•

economic changes either nationally or in the markets in which we operate, including declines in employment, volatility of mortgage interest rates and inflation;

•

continued or increased downturn in the homebuilding industry;

•

changes in assumptions used to make industry forecasts;

•

continued volatility and uncertainty in the credit markets and broader financial markets;

•

our future operating results and financial condition;

•

our business operations;

•

changes in our business and investment strategy;

•

availability of land to acquire and our ability to acquire such land on favorable terms or at all;

•

availability, terms and deployment of capital;

•

continued or increased disruption in the availability of mortgage financing or the number of foreclosures in the market;

•

shortages of or increased prices for labor, land or raw materials used in housing construction;

•

delays in land development or home construction resulting from adverse weather conditions or other events outside our control;

•

the cost and availability of insurance and surety bonds;

•

changes in, or the failure or inability to comply with, governmental laws and regulations;

•

the timing of receipt of regulatory approvals and the opening of projects;

•

the degree and nature of our competition;

•

our leverage and debt service obligations;

•

general volatility of the capital markets and the lack of a public market for shares of our common stock;

•

availability of qualified personnel and our ability to retain our key personnel; and

•

additional factors discussed under the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Our Business.”

USE OF PROCEEDS

We expect to receive net proceeds from this offering of approximately $ million (assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus), after deducting the underwriting discounts and commissions and the estimated offering expenses of approximately $ million payable by us. We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholders.

We intend to use the net proceeds from this offering primarily for the acquisition and development of land and, to the extent not used for the acquisition of land, we may also use net proceeds for general corporate purposes, including development, home construction and other related purposes.

•

Approximately $ million for the acquisition of lots under contract.

•

Approximately $ million for the acquisition of lots under non-binding letter of intent.

•

Approximately $ million for general corporate purposes, including estimated development and construction costs.

Pending these uses, we intend to invest the net proceeds from this offering in a variety of capital preservation investments, including short-term, interest-bearing investment grade securities, money market accounts, certificates of deposit and direct or guaranteed obligations of the U.S. government.

The underwriters have an option to purchase up to additional shares of our common stock at the offering price less the underwriting discounts and commissions within 30 days after the date of this prospectus to cover over-allotments, if any, made by the underwriters to investors from whom orders were solicited prior to the date of this prospectus. Exercise of this option in full would result in additional net proceeds to us of approximately $ million. All of such additional net proceeds would be used as described above in this section.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and the estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase of 1,000,000 shares in the number of shares offered by us, together with a concomitant $1.00 increase in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase the net proceeds to us from this offering by approximately $ million, after deducting the underwriting discounts and commissions and the estimated offering expenses payable by us. Conversely, a decrease of 1,000,000 shares in the number of shares offered by us, together with a concomitant $1.00 decrease in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would decrease the net proceeds to us from this offering by approximately $ million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The as-adjusted information discussed above is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2013 (i) on an actual basis, (ii) on a pro forma basis to give effect to the LVLH Acquisition, and (iii) as adjusted to give effect to this offering, assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after the payment of the underwriting discounts and commissions and the estimated offering-related expenses payable by us.

This table should be read in conjunction with the sections captioned “Use of Proceeds,” “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and related notes thereto included elsewhere in this prospectus.


	As of December 31, 2013
	Actual		Pro Forma		Pro Forma As Adjusted ⁽¹⁾
	(unaudited, in thousands except per share amounts)
Cash	$	109,998	$	43,998	$
Debt:

Total debt	$	1,500	$	102,195	$
Stockholders’ equity:
Common stock, $0.01 par value per share, 100,000,000 shares authorized and 17,257,774 shares issued and outstanding, actual; 100,000,000 shares authorized and shares issued and outstanding, as adjusted		173		173

Preferred Stock, $0.01 par value per share, 50,000,000 shares authorized, no shares issued and outstanding, actual; 50,000,000 shares authorized and no shares issued and outstanding, as adjusted		—		—		—
Additional paid-in capital		262,982		262,982
Retained earnings		8,401		8,401

Total common stock and additional paid-in capital		71,556		271,556

Total capitalization	$	73,056	$	73,751	$

⁽¹⁾

The number of outstanding shares does not include: (i) up to shares of our common stock that the underwriters have an option to purchase at the offering price less the underwriting discounts and commissions within 30 days after the date of this prospectus to cover over-allotments; (ii) options to purchase an aggregate of 630,000 shares of our common stock reserved for issuance under our 2013 Long-Term Incentive Plan; and (iii) approximately 237,226 shares of our common stock reserved and available for future issuance under our 2013 Long-Term Incentive Plan as of December 31, 2013.

DILUTION

Purchasers of shares of our common stock will experience an immediate and substantial dilution in net tangible book value per share of their shares of common stock from the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

The difference between the per share offering price paid by purchasers of our common stock in this offering and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to investors in this offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities, by the number of outstanding shares of our common stock.

As of December 31, 2013, our pro forma net tangible book value was approximately $ million, or approximately $ per share of our common stock. After giving effect to (i) the sale of shares of our common stock in this offering, at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, (ii) the receipt by us of the net proceeds of this offering, and (iii) the deduction of the underwriting discounts and commissions and the estimated offering expenses payable by us, our pro forma, as adjusted, net tangible book value as of December 31, 2013 would have been $ million, or approximately $ per share of our common stock, representing an immediate increase in net tangible book value of approximately $ per share of our common stock to our existing stockholders and an immediate dilution in net tangible book value of approximately $ per share of our common stock, or approximately %, to purchasers in this offering.

If the underwriters exercise in full their over-allotment option to purchase additional shares of our common stock, dilution per share to new investors would be approximately $ based on the assumptions set forth above.

The following table illustrates the dilution to purchasers in this offering on a per share basis:


Initial offering price per share		$
Net tangible book value per share immediately before this offering	$
Increase in net tangible book value per share attributable to purchasers in this offering	$
Pro forma net tangible book value per share immediately after this offering		$
Dilution in pro forma net tangible book value per share to purchasers in this offering		$

The pro forma net tangible book value per share immediately after this offering:


Numerator:
Net tangible book value as of December 31, 2013		$
Net proceeds of this offering ⁽¹⁾		$

Total pro forma net tangible book value immediately after this offering		$

Denominator:
Shares of our common stock outstanding prior to this offering ⁽²⁾
Shares of our common stock being sold in this offering

Total shares of our common stock

⁽¹⁾	Assumes no exercise by the underwriters of their over-allotment option to purchase additional shares of our common stock.

⁽²⁾	Includes shares of our common stock which the selling stockholders are selling in this offering.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma net tangible book value per share immediately after this offering by $ per share and the dilution in pro forma net tangible book value per share to purchasers in this offering by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and the estimated offering expenses payable by us.

We may also increase or decrease the number of shares we are offering. An increase of 1,000,000 shares in the number of shares of our common stock offered by us, together with a concomitant $1.00 increase in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase the pro forma net tangible book value per share immediately after this offering and the dilution in pro forma net tangible book value per share to purchasers in this offering by $ and $ , respectively, after deducting the underwriting discounts and commissions and the estimated offering expenses payable by us. Conversely, a decrease of 1,000,000 shares in the number of shares of our common stock offered by us, together with a concomitant $1.00 decrease in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would decrease the pro forma net tangible book value per share immediately after this offering and the dilution in pro forma net tangible book value per share to purchasers in this offering by $ and $ , respectively, after deducting the underwriting discounts and commissions and the estimated offering expenses payable by us.

The following table sets forth, as of December 31, 2013, on the pro forma basis as described above, the differences between the number of shares of our common stock purchased from us, the total consideration paid to us, and the average price per share paid to us by existing stockholders and by purchasers in this offering, before deducting the underwriting discounts and commissions and the estimated offering expenses payable by us, at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

Shares Purchased

Total Consideration

Number

Percent

Amount

Percent

Average Price
Per Share

Existing Stockholders ⁽¹⁾

Purchasers in this Offering from Us

Total

⁽¹⁾	Includes shares of our common stock which the selling stockholders are selling in this offering.

Sales by the selling stockholders in this offering will cause the number of shares held by our existing stockholders to be reduced to shares, or approximately % of the total number of shares of our common stock outstanding after this offering.

If the underwriters’ over-allotment option to purchase additional shares of our common stock is exercised in full, the following will occur:

•

the number of shares of our common stock held by purchasers in this offering will increase to shares, or approximately % of the total number of shares of our common stock outstanding; and

•

the pro forma net tangible book value per share immediately after this offering would increase (decrease) by $ per share and the immediate dilution in pro forma net tangible book value per share to purchasers in this offering would increase (decrease) by $ per share.

DIVIDEND POLICY

We currently intend to retain our future earnings, if any, to finance the development and expansion of our business and, therefore, do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in any financing instruments and such other factors as our board of directors deems relevant in its sole discretion. Accordingly, you may need to sell your shares of our common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them. See “Risk Factors—Risks Related to this Offering and Ownership of our Common Stock—We do not intend to pay dividends on our common stock for the foreseeable future.”

SELECTED FINANCIAL DATA

The following sets forth our selected financial and operating data on a historical basis. You should read the following summary of selected financial data in conjunction with our consolidated historical financial statements and the related notes and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this prospectus.

•

the LVLH Acquisition; and

•

other adjustments described in the explanatory notes to the unaudited pro forma condensed financial information.

The historical consolidated balance sheet information of Las Vegas Land Holdings, LLC as of December 31, 2013 and consolidated statement of operations information and consolidated statement of members’ equity information for the year ended December 31, 2013 used in the preparation of the unaudited pro forma condensed statement of operations and unaudited pro forma condensed balance sheet have been derived from the historical consolidated financial statement of Las Vegas Land Holdings, LLC audited by BDO USA, LLP, independent certified public accountants, whose report with respect thereto is included elsewhere in this prospectus.


	As Adjusted As of December 31, 2013		Year Ended December 31,
(Dollars in thousands, except per share amounts and amounts under Other Operating Information)			Pro Forma ⁽¹⁾
			2013			2013			2012
			(unaudited)
Consolidated Statement of Operations:
Home sales revenues			$	245,386		$	171,133		$	96,030
Land sale revenues				1,272			—			—

Total Home and land sale revenues				246,658			171,133			96,030
Cost of home sale revenues				186,306			129,651			75,448
Cost of land sale revenues				593			—			—

Total cost of home and land sale revenues				186,899			129,651			75,448

Gross margin from home and land sales				59,759			41,482			20,582
Golf course and other revenue				8,172			—			—
Cost of golf course and other revenue				8,271			—			—

Gross margin from golf course and other revenue				(99	)		—			—

Selling general and administrative				33,251			23,622			13,496

Operating income				26,409			17,860			7,086

Other income (expense)				(203	)		213			353

Pre tax net income				26,206			18,073			7,439

Income tax expense				7,861			5,015			—
Deferred taxes on conversion to a corporation				627			627			—

Consolidated net income				17,718			12,431			7,439

Net income attributable to the noncontrolling interests				52			52			1,301
Income attributable to common stockholders			$	17,666		$	12,379		$	6,138

Select Balance Sheet Data (end of period):
Cash	$	138,998	$	43,998		$	109,998		$	7,897
Inventories		343,169		343,169			184,072			77,305
Total Assets		519,319		418,319			312,639			90,673
Total Debt		203,195		102,195			1,500			33,206
Total Liabilities		247,763		146,763			41,083			66,112
Total Equity		271,556		271,556			271,556			24,561

Other Operating Information:
Number of homes delivered				704			448			336
Average sales price of homes delivered			$	345,560		$	381,994		$	285,802
Cancellation rates				15	%		20	%		17	%
Backlog at end of period, number of homes				278			222			148
Backlog at end of period, aggregate sales value (in thousands)			$	120,009		$	103,250		$	51,562
Net new home orders				778			517			415
Average selling communities				22			19			13

⁽¹⁾	For information regarding the unaudited pro forma information reflecting the LVLH Acquisition, see the unaudited pro forma financial statements and explanatory notes as of and for the year ended December 31, 2013 beginning on Page F-52.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following in conjunction with the sections of this prospectus entitled “Risk Factors,” “Cautionary Note Concerning Forward-Looking Statements,” “Selected Financial Data,” and “Our Business” and our historical financial statements and related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including our acquisition of Jimmy Jacobs in September 2013, our acquisition of LVLH in April 2014, our usage of our line of credit, and those discussed in the section entitled “Risk Factors” and elsewhere in this prospectus.

We are engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in the greater Denver, Colorado metropolitan area and, more recently, in the greater Austin and San Antonio, Texas and Las Vegas, Nevada metropolitan areas, under the Century Communities name. In many of our projects, in addition to building homes, we are responsible for the entitlement and development of the underlying land.

We build and sell an extensive range of home types across a variety of price points. Our emphasis is on acquiring well located land positions and offering quality homes with innovative design elements. We are positioned attractively in the Colorado market with a top-5 market share (based on 2012 home closings as reported by Metrostudy).

Dale Francescon and Robert Francescon, our Co-Chief Executive Officers, formed our predecessor company in 2002 and sold a 50% interest in the Company to the Woodside Group, at the time one of the country’s largest private homebuilders, for a valuation in excess of three times the Company’s book value. From 1996 to 2000, Dale Francescon and Robert Francescon served as Co-Division Presidents in Denver for D. R. Horton, the largest homebuilder in the United States. During their tenure at D. R. Horton, we believe that the Denver division consistently generated the highest return of any operating division within D.R. Horton based on return on assets. During their tenure, the division delivered increased revenues each year culminating at approximately $100 million per year, while achieving average gross margins of 28% and average pre-tax margins of 18%. Prior to serving as Co-Division Presidents at D.R. Horton, Dale Francescon and Robert Francescon owned and operated Trimark Communities when it was the largest builder of attached for-sale homes in Colorado. In 1996, Dale Francescon and Robert Francescon sold Trimark Communities to D.R. Horton for a valuation in excess of three times its book value.

Overview and Outlook

During the year ended December 31, 2013, the housing market continued to show signs of improvement driven by rising consumer confidence, historically high housing affordability metrics, and reduced home inventory levels. Colorado and most Western U.S. markets have shown significant indicators of a sustainable housing recovery. The following key operating metrics improved substantially for us during the year ended December 31, 2013, as compared to the same period in 2012: net home sales increased by 23%, deliveries increased by 33%, revenue increased by 78%, backlog units increased by 50%, and backlog value increased by 100%.

Basis of Presentation

Our consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries and have been prepared in accordance with GAAP as contained within the Financial Accounting Standards Board (which we refer to as “FASB”) Accounting Standards Codification (which we refer to as “ASC”).

Results of Operations

During the year ended December 31, 2013, we delivered 448 homes, with an average sales price of $381,994. During the same period, we generated approximately $171.1 million in revenue, approximately $18.1 million in pre-tax net income, and approximately $12.4 million in net income. For the year ended December 31, 2013, our net sale orders totaled 517 homes, a 23% increase over the same period in 2012. At December 31, 2013, we had a backlog of 222 sold but unclosed homes, a 50% increase over the same period in 2012, consisting of approximately $103.3 million in sales value, a 100% increase over the same period in 2012.

The average sales prices of homes during each period presented, including the increase in the average sales price of homes in backlog, are the result of changes to the mix of typical homes delivered and sold during those periods. The average sales price of homes may increase or decrease depending on the mix of typical homes delivered and sold during such period. These changes in the average sales prices of homes are part of our natural business cycle.

Revenues

We generate revenue primarily through the closing of homes. We recognize revenue on homes when they are completed and title to and possession of the property have been transferred to the homebuyer. All customer deposits are treated as liabilities.

We also serve as the general contractor for custom homes in our Texas operating segment, where the customers, and not the Company, own the underlying land. We recognize revenue for these contracts on a percentage of completion method.

Inventories and Cost of Sales

Inventories include the cost of land acquisition, land development, and home construction costs, including interest, real estate taxes, and certain direct and indirect overhead costs related to development and construction. For those communities for which construction and development activities have been idled, applicable interest and real estate taxes are expensed as incurred. Cost of sales for homes closed includes the specific construction costs of each home and all applicable land acquisition, land development and related costs (both incurred and estimated to be incurred) allocated to each residential lot based upon the total number of homes expected to be closed in each community.

Selling, General and Administrative Expenses

Selling, general and administrative expenses represent salaries and benefits, internal and external commissions, property taxes, advertising and marketing, a management fee, rent and lease expense, depreciation, and other administrative items, and are recorded in the period incurred.

Non-Recurring Compensation Expenses

We have entered into employment agreements with Dale Francescon and Robert Francescon, our Co-Chief Executive Officers, pursuant to which we will be required to pay bonuses relating to the registration of our common stock in accordance with the registration rights agreement we entered into in connection with the May 2013 private offering and private placement. Each of Dale Francescon and Robert Francescon will be entitled to be paid a cash bonus of $250,000 by us if we file with the SEC a shelf registration statement relating to the registration for resale of the shares of our common stock sold in our May 2013 private offering and private placement, and the SEC declares the registration statement effective on or before June 30, 2014. We have filed with the SEC a registration statement on Form S-1 for this offering and for the resale of the registrable shares that are not sold by the selling stockholders in this offering, and this prospectus forms a part of that registration statement. Each of Dale Francescon and Robert Francescon should earn this bonus upon completion of this offering. We expect to incur approximately $500,000 in selling, general and administrative expense for the three months ending June 30, 2014 related to these arrangements.

David Messenger, our Chief Financial Officer, will be entitled to be paid a cash bonus of $125,000 by us upon the completion of our initial public offering, which he will earn upon the completion of this offering. We expect to incur approximately $125,000 in selling, general and administrative expense for the three months ending June 30, 2014 related to this arrangement.

Other Income (Expense)

Other income (expense) consists of interest income, interest expense, costs incurred for business acquisitions, income from a rental property, forfeited deposits, and income earned from a third-party mortgage company for referrals of our homebuyers.

The historical financial data presented below are not necessarily indicative of the results to be expected for any future period.

Consolidated Financial Data


	Year Ended December 31,
	2013			2012
-	(dollar value in thousands, except per share amounts and amounts under Operating Data-Owned Projects)
Statement of Operations Data
Home Sales Revenues	$	171,133		$	96,030
Cost of Sales		129,651			75,448

Gross Margin		41,482			20,582
Selling, general and administrative		23,622			13,496

Operating Income		17,860			7,086
Other Income (Expense)		213			353

Pre-Tax Net Income		18,073			7,439
Less: Income tax expense		5,015			—
Less: Deferred taxes on conversion to a corporation		627			—

Net Income Attributable to Century Communities, Inc.		12,431			7,439
Less: Net income attributable to the non-controlling interests		52			1,301

Net Income Attributable to Common Stockholders	$	12,379		$	6,138

Basic and diluted earnings per share	$	0.95			—
Pro-forma basic and diluted earnings per share ⁽¹⁾	$	0.93		$	0.82

Balance Sheet Data (at period end)
Inventories	$	184,072		$	77,305
Total Assets	$	312,639		$	90,673
Notes Payable and Revolving Loan Agreement	$	1,500		$	33,206
Total Liabilities	$	41,083		$	66,112
Equity	$	271,556		$	24,561
Operating Data-Owned Projects
Number of homes delivered		448			336
Average sales price of homes delivered	$	381,994		$	285,802
Cancellation rates		20	%		17	%
Backlog at end of period, number of homes		222			148
Backlog at end of period, aggregate sales value (dollar value in thousands)	$	103,250		$	51,562
Net new home orders		517			415
Average selling communities		19			13

⁽¹⁾	For information regarding the unaudited pro-forma adjustments, see Note 20 to our consolidated financial statements for the years ended December 31, 2013 and 2012.

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

Net New Home Orders and Backlog


	Year Ended December 31,						Increase (Decrease)
	2013			2012			Amount		%
Net new home orders		517			415			102		24.6	%
Number of cancellations		128			84			44		52.4	%
Cancellation rate		20	%		17	%
Average selling communities		19			13			6		46.2	%
Selling communities at end of period		23			14			9		76.9	%
Backlog (dollar value in thousands)	$	103,250		$	51,562		$	51,688		100.2	%
Backlog (units)		222			148			74		50.0	%
Average sales price of backlog	$	465,090		$	348,395		$	116,695		33.5	%

Net new home orders (new home orders net of cancellations) for the year ended December 31, 2013 increased by 102 homes, or 24.6%, to 517, compared to 415 for the year ended December 31, 2012. Our overall absorption rate for the year ended December 31, 2013 was an average of 24.0 per selling community (2.0 monthly), compared to an average of 31.9 per selling community (2.7 monthly) for the year ended December 31, 2012. The decrease in our absorption rate was primarily due to the opening of new communities during 2013. Our cancellation rate of buyers who contracted to buy a home but did not close (as a percentage of overall orders) was approximately 20% for the year ended December 31, 2013, compared to 17% for the year ended December 31, 2012. The increase in our cancellation rate was not due to any one significant factor but was the result of general market activity during this period.

We experienced substantial order growth due to an increase in our average selling community count, primarily as the result of an overall improvement in market sentiment. Our average number of selling communities increased by six communities, from 13 for the year ended December 31, 2012 to 19 for the year ended December 31, 2013. The increase in net new home orders positively impacted our number of homes in backlog.

Backlog units increased by 74 homes, or 50%, to 222 as of December 31, 2013, as compared to 148 as of December 31, 2012, primarily driven by the 25% increase in net new home orders for the year ended December 31, 2013. The dollar value of backlog increased $51.7 million, or 100%, to $103.3 million as of December 31, 2013 from $51.6 million as of December 31, 2012. The increase in dollar value of backlog reflects an increase in the number of homes in backlog and an increase in the average sales price of homes in backlog. Our average sales price of homes in backlog increased $116,695, or 33.5%, to $465,090 for the year ended December 31, 2013, compared to $348,395 for the year ended December 31, 2012, due to rising sales prices generally and the introduction of new product at new communities with a shift to larger square footage homes with corresponding higher average sales prices in the 2013 period. The increase in the average sales price of homes in backlog is not the result of a new strategy of focusing on new or different segments of the homebuilding market, but is the result of changes to the mix of typical homes delivered and sold during the period. The average sales price of homes may fluctuate depending on the mix of typical homes delivered and sold during a period. These changes in the average sales price of homes are a part of our natural business cycle.

Home Sales Revenue and New Homes Delivered


	Year Ended December 31,				Increase
	2013		2012		Amount		%
New homes delivered		448		336		112		33.3	%
Home sales revenue (dollar value in thousands)	$	171,133	$	96,030	$	75,103		78.2	%
Average sales price of homes delivered	$	381,994	$	285,802	$	96,192		33.7	%

New home deliveries increased by 112 homes, or 33.3%, to 448 during the year ended December 31, 2013, from 336 during the year ended December 31, 2012. The increase in new home deliveries was primarily attributable to the increase in net new home orders.

Home sales revenue increased $75.1 million, or 78.2%, to $171.1 million for the year ended December 31, 2013 from $96.0 million for the year ended December 31, 2012. The increase in revenue was primarily attributable to: (1) a 33.3% increase in homes delivered to 448 for the year ended December 31, 2013, from 336 for the year ended December 31, 2012, and (2) an increase in average sales price of $96,192 per unit to $381,994 for the year ended December 31, 2013, from $285,802 for the year ended December 31, 2012.

Gross Margin

Our gross margin percentage increased to 24.2% for the year ended December 31, 2013 as compared to 21.4% for the year ended December 31, 2012. The increase in margins is primarily due to the increase in new homes delivered and the average sale price increases during 2013.

Our significant components of cost of sales are land and land development, direct vertical costs of construction and interest and other indirect costs.

The following table outlines the percentages of each of these components as a total of cost of sales.



	Years ended
	2013			2012
Land and land development		16	%		21	%
Direct vertical costs of construction		81	%		74	%
Interest and other indirect costs		3	%		5	%

		100	%		100	%

In the following tables, we calculate our gross margins adjusting for interest costs so that we can be compared more accurately with our peer group.

Excluding interest on cost of home sales, adjusted homebuilding gross margin percentage was 25.1% for the year ended December 31, 2013, compared to 22.9% for the year ended December 31, 2012. We believe this information is meaningful as it isolates the impact that indebtedness has on homebuilding gross margin and permits investors to make better comparisons with our competitors, who adjust gross margins in a similar fashion.


	Year Ended December 31,
	2013		%			2012		%
	(dollar value in thousands)
Home sales revenues	$	171,133		100.0	%	$	96,030		100.0	%
Cost of home sales		129,651		75.8	%		75,448		78.6	%

Gross margin		41,482		24.2	%		20,582		21.4	%
Add: interest on cost of home sales		1,521		0.9	%		1,429		1.5	%

Adjusted homebuilding gross margin ⁽¹⁾	$	43,003		25.1	%	$	22,011		22.9	%

⁽¹⁾	Non-GAAP financial measure.

During the years ended December 31, 2013 and 2012, we delivered homes for which the land was originally purchased from entities under common control. We recorded these lots at the carrying basis of the entity under common control. Recording the lots at the carrying basis of the entities under common control as opposed to the purchase price benefitted gross margins by $4.3 million and $3.3 million for the years ended December 31, 2013 and 2012, respectively. As of December 31, 2013 and 2012, lots with a carrying basis, before development costs, of $2.1 million, and $4.4 million, respectively, which were purchased from or contributed by entities under common control, were included in inventories on our consolidated balance sheets.

Cost of Sales

Cost of sales increased $54.2 million, or 71.8%, to $129.7 million for the year ended December 31, 2013, from $75.4 million for the year ended December 31, 2012. The increase in cost of sales was primarily attributable to (1) a 46.2% increase in the average number of selling communities, and (2) a 33.3% increase in the number of homes delivered for the year ended December 31, 2013, compared to the year ended December 31, 2012.

Selling, General and Administrative Expense


	Year Ended December 31,				As a Percentage of Home Sales Revenue for the Year Ended December 31,
	2013		2012		2013			2012

Selling, general and administrative (dollar value in thousands)	$	23,622	$	13,496		13.8	%		14.1	%

Selling, general and administrative expense increased $10.1 million, or 75.0%, to $23.6 million for the year ended December 31, 2013, from $13.5 million for the year ended December 31, 2012. The increase was primarily attributable to (1) an increase of $5.5 million in our compensation- and bonus-related expenses resulting from a 132.1% increase in our headcount to 181 employees as of December 31, 2013 compared to 78 as of December 31, 2012, (2) an increase of $2.8 million in commission expense from an increase in the volume of deliveries, (3) settlement of certain construction defect cases in 2013 and (4) other fluctuations in outside professional services, depreciation, travel and other miscellaneous expenses related to increased operations from our growth in 2013. Our selling, general and administrative expenses as a percentage of home sales revenue was 13.8% and 14.1% for the years ended December 31, 2013 and 2012, respectively. We expect that our general and administrative expense as a percentage of home sales revenue will continue to decrease in the near future as our increase in new home deliveries from growth in our community count generates increased home sales revenue.

Other Income (Expense)

Other income (expense), which includes costs incurred for business acquisitions, income from a rental property, forfeited deposits, and income earned from a third-party mortgage company for referrals of our homebuyers, decreased $0.2 million, to $0.2 million for the year ended December 31, 2013, from $0.4 million for the year ended December 31, 2012. The decrease was a result of costs incurred in 2013 associated with the Jimmy Jacobs Acquisition which were partially offset by an increase in interest income.

Non-Controlling Interest

Non-controlling interest decreased $1.2 million to $52 thousand for the year ended December 31, 2013 from $1.3 million for the year ended December 31, 2012. Non-controlling interest decreased as a result of the redemption of our share of our interests in Arista Investors, LLC and Arista Investors II, LLC during the first quarter of 2013.

Net Income

As a result of the foregoing factors, net income for the year ended December 31, 2013 was $12.4 million, compared to net income for the year ended December 31, 2012 of $6.1 million, resulting in an increase of 101.7%.

Lots Owned and Controlled

The table below summarizes our lots owned and controlled as of the dates presented:

Lots Owned and Controlled


	Total Lots Owned and Controlled
As of April 1, 2014		10,095
As of December 31, 2013		8,341
As of December 31, 2012		3,072
As of December 31, 2011		2,220

Liquidity and Capital Resources

Overview

Our principal uses of capital for the year ended December 31, 2013 were operating expenses, land purchases, land development, home construction and the payment of routine liabilities. We used funds generated by operations and available borrowings to meet our short-term working capital requirements. We remain focused on generating increasingly positive margins in our homebuilding operations and acquiring desirable land positions in order to maintain a strong balance sheet and keep us poised for growth.

Cash flows for each of our communities depend on their stage in the development cycle, and can differ substantially from reported earnings. Early stages of development or expansion require significant cash outlays for land acquisitions, entitlements and other approvals, and construction of model homes, roads, utilities, general landscaping and other amenities. Because these costs are a component of our inventory and not recognized in our statement of income until a home closes, we incur significant cash outlays prior to our recognition of earnings. In the later stages of community development, cash inflows may significantly exceed earnings reported for financial statement purposes, as the cash outflow associated with home and land construction was previously incurred. From a liquidity standpoint, we are currently actively acquiring and developing lots in our markets to maintain and grow our lot supply and active selling communities that are strategically located in our core Colorado markets, and in the greater Austin and San Antonio, Texas and Las Vegas, Nevada metropolitan areas. As demand for new homes improves and we continue to expand our business, we expect that cash outlays for land purchases and land development to grow our lot inventory will exceed our cash generated by operations. During the year ended December 31, 2013 we delivered 448 homes, acquired 920 lots for $ 66.8 million, spent $ 15.0 million on land development, and started construction on 467 homes. Additionally, we acquired 116 lots and inventory during the year ended December 31, 2013, as part of the Jimmy Jacobs Acquisition. The opportunity to purchase substantially finished lots in desired locations is becoming increasingly more limited and competitive. As a result, we are spending more dollars on land development, as we are purchasing more undeveloped land and partially finished lots than in recent years.

We exercise strict controls and believe we have a prudent strategy for company-wide cash management, including controls related to cash outlays for land and inventory acquisition and development. As of December 31, 2013, we had $110.0 million of cash and cash equivalents, a $105.0 million increase from December 31, 2012. We intend to generate cash from the sale of our inventory net of loan release payments on our notes payable, but we intend to redeploy the net cash generated from the sale of inventory to acquire and develop strategic and well-positioned lots that represent opportunities to generate desired margins, as well as for other operating purposes.

We employ both debt and equity as part of our ongoing financing strategy, coupled with redeployment of cash flow from continuing operations, to provide us with the financial flexibility to access capital on the best terms available. In that regard, we employ prudent leverage levels to finance the acquisition and development of our lots and construction of our homes. Our existing indebtedness is recourse to us, and we anticipate that future indebtedness will likewise be recourse.

Our management considers a number of factors when evaluating our level of indebtedness and when making decisions regarding the incurrence of new indebtedness, including the purchase price of assets to be acquired with debt financing, the estimated market value of our assets, and the ability of particular assets, and the Company as a whole, to generate cash flow to cover the expected debt service. As a means of sustaining our long-term financial health and limiting our exposure to unforeseen dislocations in the debt and financing markets, we currently expect to

remain conservatively capitalized. However, our charter does not contain a limitation on the amount of debt we may incur and our board of directors may change our target debt levels at any time without the approval of our stockholders.

We intend to finance future acquisitions and developments with the most advantageous source of capital available to us at the time of the transaction, which may include a combination of common and preferred equity, secured and unsecured corporate level debt, property level debt and mortgage financing and other public, private or bank debt.

May 2013 Private Offering and Private Placement

In May 2013, we completed a private offering and a private placement of 12,075,000 shares of our common stock, in reliance on Rule 144A and Regulation S under the Securities Act, and pursuant to the exemption from registration provided in Rule 506 of Regulation D under the Securities Act, where we received net proceeds of approximately $223.8 million (which we refer to as the “May 2013 private offering and private placement”). We used the net proceeds from the May 2013 private offering and private placement for the acquisition and development of land, home construction and other related purposes, including approximately $38 million for debt repayment, $62 million for the acquisition of lots, $19 million for development costs, $16 million for the Jimmy Jacobs Acquisition and to partially fund the LVLH Acquisition.

Revolving Credit Facility

As of December 31, 2013, we were party to a revolving credit facility which has a maximum loan amount of $100.0 million. Our revolving credit facility has a termination date of July 1, 2014 and a maturity date of July 22, 2014. We may borrow under our revolving credit facility for the purpose of financing the construction of residential homes on lots we own in certain approved subdivisions within the state of Colorado. Interest on our unsecured revolving credit facility is paid monthly at an adjustable per annum rate calculated each month as the sum of two and a half percent (2.50%) plus the daily LIBOR rate. As of December 31, 2013, the outstanding principal balance was $0, the interest rate was 2.60% per annum, we had $0.8 million in outstanding letters of credit, and we had $99.2 million of capacity under our revolving credit facility. Actual interest incurred for the years ending 2013 and 2012 was $1.1 million and $1.7 million, respectively; all such amount was capitalized to inventory.

Covenant Compliance

Under our revolving credit facility, we are required to comply with certain financial covenants. These financial covenants consist of maintaining (i) a minimum adjusted net worth of $200.0 million, (ii) a ratio of total liabilities to adjusted net worth of 1.50 to 1, (iii) a ratio of land/vacant lots to adjusted net worth of 1.0 to 1, (iv) a minimum liquidity of $20.0 million, (v) interest coverage of 2.0x, and (vi) no operating loss over a rolling four quarter period.

Letters of Credit

Under the terms of our revolving credit facility, we have the ability to issue letters of credit up to $15.0 million. Our borrowing availability under our revolving credit facility is reduced by the amount of letters of credit outstanding. As of December 31, 2013, there was $0.8 million in face amount of letters of credit outstanding under our revolving credit facility, leaving $14.2 million of availability for additional letters of credit.

In addition, we have one other outstanding letter of credit that does not fall under our revolving credit facility for $142,000.

Secured Acquisition and Development Loans and Construction Loans

As of December 31, 2013, we were party to one secured acquisition and development loan agreement to purchase and develop land parcels. As of December 31, 2013, the total aggregate commitment of our acquisition and development loan was approximately $1.5 million, of which $1.5 million was outstanding. The acquisition and development loan will be repaid as lots are released from the loan based upon a specific release price, as defined in the loan agreement. This loan matures in 2016. Interest on the loan is paid quarterly with an interest rate of 3.5%.

Cash Flows—Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

For the year ended December 31, 2013 as compared to the year ended December 31, 2012, the comparison of cash flows is as follows:

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Net cash used in operating activities increased to $67.5 million during the year ended December 31, 2013 from net cash used of $15.9 million during the year ended December 31, 2012. The change was primarily a result of an increase in real estate inventories of $92.3 million during the year ended December 31, 2013, compared to an increase of $28.8 million during the year ended December 31, 2012, primarily driven by the increase in land, land development and homes under construction, partially offset by the increase in home closings and an increase in the average home selling price during the year ended December 31, 2013 as compared to the year ended December 31, 2012.

•

Net cash used in investing activities was $16.3 million during the year ended December 31, 2013, compared to $0.8 million in net cash used during the year ended December 31, 2012. The change was a result of a business combination in 2013.

•

Net cash provided by financing activities increased to $188.8 million during the year ended December 31, 2013 compared to $15.9 million provided during the year ended December 31, 2012. The increase was driven by net proceeds of $223.8 million from our May 2013 private offering and private placement, which was partially offset by payments on outstanding obligations.

As of December 31, 2013, our cash balance was $110.0 million.

Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our senior credit facility. Outstanding amounts borrowed under our senior credit facility bear interest at a rate equal to LIBOR plus an applicable margin, or “add-on.” As of December 31, 2013, we had $0 outstanding under our revolving credit facility. The remaining $1.5 million of our debt outstanding as of December 31, 2013 consists of an acquisition and development facility, bearing interest at a fixed rate.

Off-Balance Sheet Arrangements and Contractual Obligations

In the ordinary course of business, we enter into land purchase contracts in order to procure lots for the construction of our homes. We are subject to customary obligations associated with entering into contracts for the purchase of land and improved lots. These purchase contracts typically require a cash deposit, and the purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements, including obtaining applicable property and development entitlements. We also utilize option contracts with land sellers as a method of acquiring land in staged takedowns, to help us manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources. Option contracts generally require payment by us of a non-refundable deposit for the right to acquire lots over a specified period of time at pre-determined prices. We generally have the right at our discretion to terminate our obligations under both purchase contracts and option contracts by forfeiting our cash deposit with no further financial responsibility to the land seller. Our obligations with respect to the option contracts are generally limited to the forfeiture of the related non-refundable cash deposits. As of December 31, 2013, we had outstanding options for 388 lots totaling $26.2 million, and had $1.9 million of non-refundable cash deposits pertaining to land option contracts.

Our utilization of land option contracts is dependent on, among other things, the availability of land sellers willing to enter into option takedown arrangements, the availability of capital to financial intermediaries to finance the development of optioned lots, general housing market conditions, and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.

As of December 31, 2013, we were subject to a purchase commitment of approximately $4.5 million to acquire 59 lots in Austin, Texas upon the seller meeting certain development milestones.

As of December 31, 2013, the outstanding principal balance of our unsecured revolving credit facility was $0, the interest rate was 2.60% per annum and we had $99.2 million of potential capacity under our unsecured revolving credit facility. As of December 31, 2013, we also were party to a secured acquisition and development loan agreement to purchase and develop land parcels. As of December 31, 2013, the total aggregate of this acquisition and development loan was $1.5 million. We expect that the obligations secured by our unsecured revolving credit facility and the loan agreement generally will be satisfied in the ordinary course of business and in accordance with applicable contractual terms.

Contractual Obligations Table

The following table summarizes our future estimated cash payments under existing contractual obligations, including interest payments on long-term debt, as of December 31, 2013, including estimated cash payments due by period. We do not have any performance specific purchase obligations under any land option agreements as of December 31, 2013.


	Payments Due by Period (in thousands)
Contractual Obligations	Total		Less Than 1 Year		1-3 Years		4-5 Years		After 5 Years
Long-term debt payments of principal and interest	$	1,621	$	53	$	1,568	$	—	$	—
Operating leases		618		328		290		—		—
Purchase obligations		4,460		4,460		—		—		—

Total	$	6,699	$	4,841	$	1,858	$	—	$	—

Inflation

Our homebuilding operations can be adversely impacted by inflation, primarily from higher land, financing, labor, material and construction costs. In addition, inflation can lead to higher mortgage rates, which can significantly affect the affordability of mortgage financing to homebuyers. While we attempt to pass on cost increases to customers through increased prices, when weak housing market conditions exist, we are often unable to offset cost increases with higher selling prices.

Seasonality

Historically, the homebuilding industry experiences seasonal fluctuations in quarterly operating results and capital requirements. We typically experience the highest new home order activity in spring and summer, although this activity is also highly dependent on the number of active selling communities, timing of new community openings and other market factors. Since it typically takes four to six months to construct a new home, we deliver more homes in the second half of the year as spring and summer home orders convert to home deliveries. Because of this seasonality, home starts, construction costs and related cash outflows have historically been highest in the second and third quarters, and the majority of cash receipts from home deliveries occurs during the second half of the year. We expect this seasonal pattern to continue over the long-term, although it may be affected by volatility in the homebuilding industry.

Significant Accounting Policies

Our financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of costs and expenses during the reporting period. On an ongoing basis, our management evaluates its estimates and judgments, including those which impact our most critical accounting policies. Our management bases its estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions. Our management believes that the following accounting policies are among the most important to the portrayal of our financial condition and results of operations and require among the most difficult, subjective or complex judgments:

Implications of Being an Emerging Growth Company

We are an “emerging growth company,” as defined in the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These provisions include:

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a requirement to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in an initial public offering registration statement;

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an exemption to provide less than five years of selected financial data in an initial public offering registration statement;

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an exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act in the assessment of the emerging growth company’s internal control over financial reporting;

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an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies; and

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an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer.

We have determined to opt out of the exemption from compliance with new or revised financial accounting standards. As a result, we will comply with new or revised financial accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Our decision to opt out of this exemption is irrevocable.

We have elected to adopt the reduced disclosure requirements described above. As a result of these elections, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests.

We will remain an “emerging growth company” until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.0 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Principles of Consolidation

The consolidated financial statements include the accounts of (1) the Company, (2) the Company’s wholly owned limited liability companies that own the Company’s development projects, and (3) variable interest entities (which we refer to as “VIE”s) for which the Company is deemed the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

Variable Interest Entities

A legal entity is referred to as a VIE if any of the following conditions exist: (1) the total equity investment at risk is insufficient to permit the legal entity to finance its activities without additional subordinated financial support from other parties, or (2) the entity has equity investors who cannot make significant decisions about the entity’s operations or who do not absorb their proportionate share of the expected losses or receive the expected returns of the entity.

All facts and circumstances are taken into consideration when determining whether we have variable interests that would deem us the primary beneficiary and, therefore, require consolidation of the related VIE or otherwise rise to the level where disclosure would provide useful information to the users of our financial statements. In many cases, it is qualitatively clear based on whether we have the power to direct the activities significant to the VIE and, if so, whether that power is unilateral or shared, and whether we are obligated to absorb significant losses of or have a right to receive significant benefits from the VIE. In other cases, a more detailed qualitative analysis and possibly a quantitative analysis are required to make such a determination.

We monitor the consolidated and unconsolidated VIEs to determine if any reconsideration events have occurred that could cause any of them to no longer be a VIE. We reconsider whether we are the primary beneficiary of a VIE on an ongoing basis. A previously unconsolidated VIE is consolidated when we become the primary beneficiary. A previously consolidated VIE is deconsolidated when we cease to be the primary beneficiary or the entity is no longer a VIE.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

We recognize revenue from all homebuilding activities upon the closing of the sale when title to and possession of the property are transferred to the buyer. All customer deposits are treated as liabilities.

Inventories and Cost of Sales

Inventories include the cost of land acquisition, land development, and home construction costs, including interest, real estate taxes, and certain direct and indirect overhead costs related to development and construction. For those communities for which construction and development activities have been idled, applicable interest and real estate taxes are expensed as incurred. Land acquisition and development costs are allocated to individual lots using an average lot cost determined based on the total expected land acquisition and development costs and the total expected home closings for the community. The specific identification method is used to accumulate home construction costs. In accordance with industry practice, we do not record the direct costs of homes held in inventory until our management has accepted the construction work as having been completed in accordance with the terms of the contract.

Cost of sales for homes closed includes the specific construction costs of each home and all applicable land acquisition, land development and related costs (both incurred and estimated to be incurred) allocated to each residential lot based upon the total number of homes expected to be closed in each community. Any changes to the estimated total development costs subsequent to the initial home closings in a community are allocated on a pro-rata basis to the homes in the community benefitting from the relevant development activity, which generally relates to the remaining homes in the community.

When a home sale is closed, we generally have not paid all incurred costs necessary to complete the home. A liability and a charge to cost of sales are recorded for the amount that is determined will ultimately be paid related to completed homes that have been closed. The home construction budgets are compared to actual recorded costs to determine the additional costs remaining to be paid on each closed home. The accrual is monitored by comparing actual costs incurred on closed homes in subsequent months to the amount previously accrued.

We regularly assess the land inventory and communities under development for indicators of potential impairment. If indicators of impairment are present for a community, we perform an impairment evaluation of the community. If it is determined that the carrying value of the inventory is not recoverable the affected inventory is written down to fair value.

Impairment of Real Estate Inventories

We review all of our communities for an indicator of impairment and record an impairment loss when conditions exist where the carrying amount of real estate is not recoverable and exceeds its fair value. Indicators of impairment include, but are not limited to, significant decreases in local housing market values and selling prices of comparable homes, significant decreases to gross margins and sales absorption rates, costs in excess of budget, and actual or projected cash flow losses. We prepare and analyze cash flows at the lowest level for which there is identifiable cash flows that are independent of the cash flows of other groups of assets.

If events or circumstances indicate that the carrying amount may be impaired, such impairment will be measured based upon the difference between the carrying amount and the fair value of such assets determined using the estimated future discounted cash flows, excluding interest charges, generated from the use and ultimate disposition of the respective real estate inventories. Such losses are reported within costs of sales.

When estimating undiscounted cash flows, we make various assumptions, including: the expected sales prices and sales incentives to be offered, including the number of homes available, pricing and incentives offered by us or other builders in other communities, and future sales prices adjustments based on market and economic trends; the costs incurred to date and expected to be incurred including, but not limited to, land and land development costs, home construction costs, interest costs, indirect construction, and selling and marketing costs; any alternative product offerings that may be offered that could have an impact on sales, sales prices and/or building costs; and alternative uses for the property.

For the years ended December 31, 2013 and 2012, the following table shows the number of communities for which we identified an indicator of impairment and therefore tested for whether an impairment existed, compared to the total number of communities that existed during such period. In 2013 and 2012, we did not identify any communities for which the undiscounted cash flows were not substantially in excess of the carrying values and for which potential future impairments, individually or in the aggregate, could materially impact operating results and/or total equity.


	Number of Communities Tested for Impairment	Total Number of Existing Communities
Year ended December 31, 2013	4	77
Year ended December 31, 2012	4	39

Stock-Based Compensation

We account for share-based awards in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. ASC 718 requires all entities to apply a fair-value-based measurement method in accounting for share-based payment transactions with employees. As our common stock is not actively traded in a liquid primary market, the determination of the fair value of our restricted stock awards requires the judgment of our management. Accordingly, we first consider transactions in our common stock by qualified institutional buyers in the secondary market subsequent to our May 2013 private offering and private placement. We take into consideration various factors to determine whether the closing price of our common stock in the secondary market is an accurate representation of the fair value of the restricted stock awards. These considerations include, but are not limited to, the timing of transactions in the secondary market and the elapsed time from the relevant grant date (if any), the volume of transactions in the secondary market, and the level of information available to the investors. To the extent we believe that the closing price of our common stock in the secondary market is not an accurate representation of the fair value of the restricted stock award, we also consider observable trends in stock prices of our publically traded peers since our May 2013 private offering and private placement, as well as internal valuations based on our most recent forecasts, in determining the grant date fair value of the restricted stock award.

During the year ended December 31, 2013, we granted 0.2 million shares of restricted stock at a weighted average grant date fair value of $19.57. Of the shares granted during the year ended December 31, 2013, 133,500 were granted at the time of our May 2013 private offering and private placement. We determined that the grant date fair value of these restricted stock awards was equal to $20.00, the offering price per share in our May 2013 private offering and private placement, as the transactions were for identical securities and occurred on the same date, in an orderly market.

Income Taxes

Prior to our conversion to a Delaware corporation in April 2013, we were not directly subject to income taxes under the provisions of the Internal Revenue Code and applicable state laws. Therefore, taxable income or loss was reported to the individual members for inclusion in their respective tax returns and no provision for federal and state income taxes was included in the accompanying financial statements for that period. With a few immaterial exceptions, we were not subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years before 2009. Once we converted into a Delaware corporation on April 30, 2013, we became subject to state, federal, and local income taxes.

We account for income taxes in accordance with ASC 740, “ Tax Provision ,” and other, applicable authoritative pronouncements. Judgment is required in determining our provision for income taxes. In the normal course of business, we may engage in numerous transactions every day for which the ultimate tax outcome (including the period in which the transaction will ultimately be included in taxable income or deducted as an expense) is uncertain. Additionally, the tax returns we file are subject to audit and investigation by the Internal Revenue Service and certain states in the United States. We anticipate that our effective tax rate after this offering will be approximately 35-38%, and we will have to increase our provision for income taxes accordingly.

ASC 740, “ Accounting for Uncertainty in Income Taxes ,” clarifies the accounting for uncertainty in tax positions. ASC 740 requires that we recognize in our financial statements the impact of a tax position if that position is more likely than not to be sustained on audit, based on the technical merits of the position. These provisions will not have a material impact on our financial condition or results of operations.

Related Party Transactions

During the period beginning on January 1, 2011 to the date of this prospectus, we entered into or participated in several related party transactions. These transactions frequently involved the sale of land from Dale Francescon and Robert Francescon, our Co-Chief Executive Officers and board members, or entities controlled by them, to the Company. These transactions typically occurred either because we did not have the liquidity to purchase prime land that became available or because certain acquisition opportunities would have required us to purchase more land than we needed at one time for our home building activities. When this occurred Dale Francescon and Robert Francescon, or entities controlled by them, would purchase the land to sell to us at a later date and, if necessary, in smaller increments. Each transaction for the sale and/or purchase of land was priced at its fair market value as determined by our management taking into account one or more of the following: (i) independent third party appraisals, (ii) independent third party broker opinions of value, (iii) offers received from unrelated third parties, or (iv) calculation of residual land value resulting from homebuilding activities. We do not have any ongoing contractual commitments as a result of these transactions nor do we anticipate any going forward. See “Certain Relationships and Related Party Transactions” for a more detailed description of our transactions with related parties.

Las Vegas Land Holdings—Results of Operations

The historical financial data presented below are not necessarily indicative of the results to be expected for any future period. See additional discussion below regarding the expected impact on future gross margins of purchase accounting adjustments required as a result of recording inventories at fair value.

Consolidated Financial Data


	Year Ended December 31,
	2013			2012
	(dollar value in thousands, except amounts under Other Operating Data)
Statement of Operations Data
Home Sales Revenue	$	74,253		$	50,100
Other Revenues		9,444			9,993

Total Operating Revenues		83,697			60,093

Construction and Land Costs		45,950			35,164
Other Costs and Expenses		18,512			19,168

Total Costs and Expenses		64,462			54,332

Operating Income		19,235			5,761

Total Other Expenses		(397	)		(1,333	)

Net Income	$	18,838		$	4,428


Balance Sheet Data (at period end)
Inventories	$	79,303		$	81,768
Total Assets	$	103,825		$	104,340
Total Liabilities	$	27,355		$	43,937
Members’ Equity	$	76,470		$	60,403

Other Operating Data
Gross Margin from Home Sales Revenue		38.1	%		29.8	%
Number of homes delivered		256			197
Average sales price of homes delivered	$	290,050		$	254,315

Results of Operations

During the year ended December 31, 2013, LVLH delivered 256 homes, with an average sales price of $290,050, generating home sale revenue of $74.3 million, approximately $19.2 million in operating income and $18.8 million in net income. During the year ended December 31, 2012, LVLH delivered 197 homes, with an average sales price of $254,315, generating home sale revenue of $50.1 million, approximately $5.8 million in operating income and $4.4 million in net income.

Gross profit from home sales revenue, which we define for LVLH as home sales revenue less construction and land costs divided by home sales revenue, was 38.1% and 29.8% for the years ended December 31, 2013 and 2012, respectively. The historical gross margins of LVLH exceed those of the Company for the applicable periods primarily as a result of LVLH’s basis in land inventory, which was acquired in 2010 from the Rhodes Company, LLC and its affiliates (the “Predecessor”) pursuant to their plan of reorganization under Chapter 11 of Title II of the United States Code (the “Bankruptcy Code”).

Home Sales Revenues and Gross Margin from Home Sales Revenue

Home sales revenue increased from $50.1 million for the year ended December 31, 2012 to $74.3 million for the year ended December 31, 2013 as a result of an increase of 29.9% in number of homes delivered, and a 14.1% increase in the average sales prices of homes delivered. The increase in the number of homes delivered was a result of the increase from two selling communities in 2012 to three selling communities in 2013, as well as favorable overall market conditions which resulted in increased demand across all selling communities. The average sales price of homes increased as a result of the mix of homes delivered during each period, as well as overall price appreciation from favorable market conditions. The increase in gross margin from home sales revenue is attributable to the increase in average sales price between periods.

Other Revenues

Other revenues consist of revenues from the operations of two golf courses, raw land sales and management fees from operations of home owners associations. Other revenues decreased from $10.0 million for the year ended December 31, 2012 to $9.4 million for the year ended December 31, 2013 as a result of a decrease in raw land sales revenues.

Construction and Land Costs

Construction and land costs increased from $35.2 million for the year ended December 31, 2012 to $46.0 million for the year ended December 31, 2013. The increase of $10.8 million, or 30.7%, is a result of the increase in the number of deliveries between periods.

Other Costs and Expenses

Other costs and expenses decreased from $19.2 million for the year ended December 31, 2012 to $18.5 million for the year ended December 31, 2013. The decrease was a result of a decrease in the cost of land sold during the periods.

Outlook

Our acquisition of LVLH will be accounted for as a business combination in accordance with the Company’s accounting policies with the acquired assets and assumed liabilities recorded at their estimated fair values as of April 1, 2014. Based upon our preliminary estimates of the fair value of the assets to be acquired and the liabilities to be assumed, we anticipate recording a significant step up to LVLH’s historical basis for inventories. As homes are delivered in future periods, we anticipate this step up will result in gross margins from home sale revenues that are comparable to the gross margins realized by the Company during the years ended December 31, 2013 and 2012.

MARKET OPPORTUNITY

Unless otherwise indicated, all market data included in this prospectus is derived from a market study prepared for us in connection with this offering by John Burns Real Estate Consulting, LLC (“JBREC”) based on the most recent data available as of February 2014. Founded in 2001, JBREC is an independent research provider and consulting firm focused on the housing industry. The following information contains forward-looking statements which are subject to uncertainty and you should review “Cautionary Note Concerning Forward-Looking Statements.”

Some of the market data included in this prospectus is derived from the CoreLogic Case-Shiller Index, the Burns Home Value Index ^TM , and the Burns Affordability Index ^TM . The CoreLogic Case-Shiller Index is the most widely recognized measure of home price appreciation and depreciation, and is frequently used by investors; it is released to the public monthly and quarterly via the CoreLogic website at http://www.corelogic.com/products/case-shiller.aspx. The Burns Home Value Index ^TM is a proprietary index developed by JBREC to materially reduce the impact of shifts in the mix of homes sold during a period by using multiple data sources to measure home price appreciation or depreciation across all homes, rather than just those that have been purchased or sold during a given quarter. The Burns Affordability Index ^TM is a proprietary index which compares a metropolitan area’s affordability against its own historic affordability dating back to 1981, using income and home price data purchased from third party sources plus mortgage rate data from Freddie Mac. The Burns Home Value Index ^TM and the Burns Affordability Index ^TM are updated monthly for distribution to research clients of JBREC. The public may purchase research reports from JBREC to gain access to these proprietary indices at a price of $1,500 per month per metropolitan area with a minimum three-month trial commitment. In addition, JBREC occasionally shares portions of the information and analyses from its proprietary indices through its free newsletters, which are posted on JBREC’s website and may be viewed by the public without charge.

The estimates, forecasts and projections prepared by JBREC are based upon numerous assumptions and may not prove to be accurate. This section contains estimates, forecasts and projections that were prepared by JBREC, a real estate consulting firm. The estimates, forecasts and projections relate to, among other things, home value indices, payroll employment growth, median household income, housing permits and household formation. No assurance can be given that these estimates are, or that the forecasts and projections will prove to be, accurate. These estimates, forecasts and projections are based on data (including third-party data), significant assumptions, proprietary methodologies and the experience and judgment of JBREC. No assurance can be given regarding the accuracy or appropriateness of the assumptions and judgments made, or the methodologies used, by JBREC. The application of alternative assumptions, judgments or methodologies could result in materially less favorable estimates, forecasts and projections than those contained in this section. Other real estate experts have different views regarding these forecasts and projections that may be more positive or negative, including in terms of the timing, magnitude and direction of future changes.

The forecasts and projections are forward-looking statements and involve risks and uncertainties that may cause actual results to be materially different from the projections. JBREC has made these forecasts and projections based on studying the historical and current performance of the residential housing market and applying JBREC’s qualitative knowledge about the residential housing market. The future is difficult to predict, particularly given that the economy and housing markets can be cyclical, subject to changing consumer and market psychology, geo-political events and governmental policies related to mortgage regulations and interest rates. There will usually be differences between projected and actual outcomes because events and circumstances frequently do not occur as expected, and the differences may be material. Accordingly, the forecasts and projections included in this section or contained elsewhere in this prospectus based on the information contained in this section might not occur or might occur to a different extent or at a different time. For the foregoing reasons, JBREC cannot provide any assurance that the estimates, forecasts and projections, including third-party data, contained in this section are accurate; actual outcomes may vary significantly from those contained or implied by the forecasts and projections, and you should not place undue reliance on these estimates, forecasts and projections.

National Housing Market

The U.S. housing market continues to improve from the cyclical low points reached during the 2008-2009 national recession. Between the 2005 market peak and 2011, new single-family housing sales declined 76%, according to data compiled by the Census Bureau, and median home prices declined 34%, as measured by the CoreLogic Case-Shiller Index. In 2012, some U.S. markets showed early indications of recovery as a result of an improving macroeconomic backdrop and strong housing affordability. According to the Census Bureau, single-family homebuilding permits reached a cyclical low at approximately 419,000 units in 2011 before increasing by 24% to approximately 519,000 in 2012. Single-family permits rose by another 18% to approximately 610,000 in 2013. The single-family median resale home price decreased 5% year-over-year in 2011 followed by a 7% increase in 2012 and 11% increase in 2013, according to data compiled by the National Association of Realtors, which is influenced by the mix of homes sold. According to the Census Bureau, growth in new home sales outpaced growth in existing home sales from 2011 through 2013, increasing 40% versus 19% for existing homes.

Strong housing markets have historically been associated with favorable affordability, a healthy domestic economy, positive demographic trends such as population growth and household formation, low mortgage rates, increases in renters that qualify as homebuyers and locally based dynamics such as higher housing demand relative to housing supply. Many markets across the United States are experiencing a number of these positive trends. Relative to long-term historical averages, data compiled by the BLS and the Census Bureau shows that the U.S. economy is creating more jobs than homebuilding permits issued and the inventory of resale and new unsold homes is low compared to recent periods. Affordability remains better than normal nationally, with the median housing payment claiming 29.2% of the median income as of December 2013, compared to the historical median at 32.5%; however, affordability weakened in 2013 from rising home prices and mortgage rates, and some metropolitan areas cannot be considered more affordable than normal.

Despite recent momentum, the U.S. housing market has not fully recovered from the 2008-2009 recession as consumer confidence remains below average levels, mortgage underwriting standards have tightened, and the number of delinquent mortgages remains elevated relative to historical averages. Additionally, real estate is a local industry and not all markets exhibit the same trends.

The U.S. housing market is in phase three of a supply-constrained housing recovery, as described below:

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Phase 1 —job growth begins.

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Phase 2—price appreciation occurs among low-priced homes in foreclosure, increasing resale prices to the point where purchasing a new home provides a good value compared to purchasing an existing home. Reduced resale inventory and great affordability fuel a surge in demand for new homes during this recovery.

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Phase 3 —strong demand and limited supply lead to considerable price appreciation in land-constrained markets and a resurgence in construction activity in markets with sufficient land supplies. Price appreciation allows discretionary buyers to sell their existing homes and potentially purchase a new home.

While conditions are improving, significant future growth is required to return to pre-recession housing market conditions.

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Construction starts, as measured by the Census Bureau through December 2013, were at 999,000 units per year. This represents 67% of a recovery to a level of 1.5 million annual starts, which is comparable to housing starts in 2000, a year that is reflective of a more stable market. Permits issued through December 2013 are more than twice the level of the low of 478,000 annual starts in April 2009.

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Existing home sales reached 4,870,000 annualized transactions through December 2013 as measured by the National Association of Realtors. This volume is in line with JBREC’s estimates for a stable volume based on the ratio of existing home sales activity per household during the late 1980s and 1990s, when the resale housing market was in a more balanced environment and many economic variables were near historical averages. Existing home sales had fallen to an annualized rate of 3,300,000 transactions in July 2010.

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New home sales were at 414,000 annualized transactions through December 2013, as measured by the Census Bureau, representing 52% of a recovery to a level of 800,000 annual transactions. JBREC estimates this volume to be a stable level based on new home sales activity during the late 1990s, when the new home market was in a more balanced environment and many economic variables were near historical averages. New home sales had fallen to 306,000 annualized transactions in 2011.

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Home affordability for the nation as measured by the Burns Affordability Index™ reached its most favorable levels during the housing downturn as prices and mortgage rates declined. A combination of rising prices and mortgage rates has already increased the cost of housing relative to incomes of U.S. homebuyers, and JBREC believes that this trend is likely to continue over the next five years, bringing affordability measures closer to the historical median level measured from 1981 to 2012.

Demand

Job growth is the most important factor for a healthy housing market. While year-over-year job growth is once again positive after significant losses

from 2008 through 2010, recent growth has moderated amidst fiscal uncertainty. Additionally, the rate of job growth in economic recoveries has slowed over the last 30 years, primarily as a result of the aging U.S. labor force, productivity improvements and globalization. As of December 2013, the seasonally adjusted unemployment rate was 6.7%, which is down from 7.8% a year ago. JBREC forecasts that job growth will grow at a 1.9% average annual rate from 2014 through 2016. By the end of 2014, the national economy is expected to have recovered all of the 7.7 million jobs lost between 2008 and 2010. The Census Bureau projects that the national population will grow by 0.8% annually from 2014 through 2016, expanding housing demand.

According to data compiled by the Census Bureau and the BLS, the current average employment growth to homebuilding permit ratio for the country is 2.4. A balanced ratio in a stable market is 1.2 to 1.3 jobs created for every homebuilding permit issued. This ratio has been above a stable market ratio for several quarters, due to a rise in employment growth coupled with historically low homebuilding permit levels. Over time, the relative excess job growth to homebuilding permit growth should lead to improving consumer confidence and new home sales, which should drive increased construction activity.

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After decreasing to 4.1 million transactions in 2008 from a peak of nearly 7.1 million transactions three years prior, existing home sales transactions are currently nearly 4.9 million, according to the National Association of Realtors, which JBREC estimates to be a normal volume. A lack of inventory throughout 2013 was limiting sales activity in the existing home market, and JBREC expects resale sales will grow through 2016 as supply improves. JBREC forecasts that sales will rise to 5.5 million transactions in 2016, which would be slightly higher than the sales activity in 2001, and will decline in 2017 when mortgage rates are expected to exceed 5.5% and the economy is anticipated to slow. The share of sales that were for investment purposes remained high at 27.8% in the fourth quarter of 2013, which was a slight decrease from a year ago, based on JBREC estimates using DataQuick data.

The share of distressed sales has been declining while investor activity remains above normal levels. Many investors have been converting distressed inventory to rentals for a long-term hold, which has supported the recovery process by removing marginal inventory that otherwise depresses prices.

The projected steady job growth is forecasted to support absorption of the rising new home supply, which is coming off historical lows. New single-family home sales transactions reached a trough in 2011 at 306,000 homes sold, according to the Census Bureau, and JBREC forecasts new home sales will rise steadily to 713,000 sales by 2016—a level last reached in pre-boom 1996 and slightly higher than in 2007. The new home market currently has only 170,000 units of completed supply as of December 2013, which is still historically low but rising, and JBREC expects construction levels to increase as home prices rise.

Supply

JBREC is forecasting measurable improvement in new residential construction activity. Activity is projected to steadily increase through 2016 at a rate that slightly exceeds the recoveries in past regional downturns, such as those in Houston in the late 1980s and Southern California in the late 1990s. With prices rising, and certain submarkets stabilized, homebuilder demand for lots has increased substantially.

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Very little entitlement processing took place during the housing correction, and the supply of finished, or even approved, lots is currently limited. As such, a lag in the delivery of new lot supply is delaying growth in new construction, especially in markets with prolonged approvals processes, such as California.

The number of existing homes available for sale (not including “shadow inventory,” which is the number of homes with a mortgage that are in some form of distress but that are not currently for sale) remains very low. As of December 2013, there were 4.6 months of resale inventory on the market, which is well below the peak level and below the average of 7.2 months of supply over the past 30 years, according to the National Association of Realtors.

There is currently an excess of vacant homes in the United States which JBREC estimates at 1.2 million units. The vacant housing inventory had accumulated as investors and second-home buyers purchased homes for profit and personal use, and again as the severe recession significantly reduced household formations. As household growth outpaces construction, the excess vacancy has been clearing, although this varies by local market.

While the number of homes entering the foreclosure process is declining, the overall volume is still quite high relative to historical levels. According to the Mortgage Bankers Association, approximately 9.5% of all mortgages were delinquent as of the third quarter of 2013. Shadow inventory has been declining since the third quarter of 2012 but remains above normal inventory levels. Based on estimates by JBREC, there were 1.9 million units of extra shadow inventory as of the third quarter of 2013. This supply is likely to be sold or liquidated over the next several years. JBREC believes that banks will dispose of many of these distressed loans through either short sales or foreclosures and will do so at a moderate rate so as to limit the downward pressure on home prices resulting from the liquidation. One risk is that banks change their philosophy and decide to dispose of these distressed loans at a more rapid pace.

The media has made much of the distress in the market, focusing on the homes that are in some form of delinquency or foreclosure. However, only 6% of the total households in the United States are in some sort of distress; the remaining 94% are not, according to JBREC estimates.

Affordability

Affordability in the existing home market is at historically favorable levels nationally, looking back over the last 30 years. The ratio of annual housing costs (which is mortgage payment plus a portion of the down payment) for the median-priced resale home to the median household income reached an historical low in 2012 that dated back to 1981, but is rising quickly and approaching the historical average. Due to rising mortgage rates coupled with expected home price appreciation, affordability conditions nationally started to weaken in the second half of 2013, and will continue to weaken gradually in the coming years, reaching their historical median levels in 2015. While affordability conditions vary by market, most markets have experienced their most favorable historical affordability during this cycle.

Home values are trending up, and the combination of low mortgage rates, a declining percentage of distressed sales, and low inventory levels are expected to drive home values further. JBREC estimates national home values appreciated by approximately 10.3% during the 12 months ended December 2013, and forecasts national appreciation of 5.5% in 2014 and 4.3% in 2015. Many factors can influence this outlook.

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Home price appreciation will likely be supported by low mortgage rates, which remain historically favorable and are expected to remain low in the near term due to low inflation and global economic uncertainty. JBREC forecasts that average 30-year fixed mortgage rates will rise gradually to 5.8% by 2016, as increasing inflation and an improving economy drive rates higher after this period of very low inflation. However, as interest rates can change quickly, this expectation may not materialize.

Expected Trends. Strong price appreciation may occur over the near term due to the following factors:

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Demand —demand is growing much faster than the new home supply is being added to the market, which is helping to reduce the excess existing supply in the market. With a lower level of excess supply, JBREC expects prices will rise, as there will be multiple buyers for every house on the market for sale.

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Affordability —better than average affordability will make it easier for buyers to pay higher prices for homes, so long as mortgage rates remain historically low.

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Investment —hard assets, such as real estate, are broadly considered an inflation hedge, and many investors will focus on inflation once the current deflation concerns subside. International investors sense an attractive opportunity to buy U.S. real estate, partially attributable to the strength of their currencies. Also, large institutional investors as well as local investment groups see an opportunity to buy homes at below the historical price/income ratio, and have been driving prices up.

The Bear Case

While the fundamentals are in place for a recovery in the housing market, there are a number of factors that are slowing or could slow the recovery, including the following:

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The market is experiencing a low level of activity from entry-level buyers due to a lack of savings, weak credit histories, and high back-end debt-to-income ratios.

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Fewer current homeowners are purchasing homes due to the high loan-to-value ratios of their existing loans.

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The economy could still experience slow and volatile growth in the years to come, and even a recession. Recessions caused by excess leverage, such as the recent recession, usually resolve over many years and the path is typically volatile.

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A large number of mortgaged homes will continue to go through the foreclosure process and will be sold under duress, though at lower levels than before.

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Mortgage rates could continue to rise, which could slow home sales rates and limit price appreciation.

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The implementation of qualified mortgage and qualified residential mortgage rules in the Dodd-Frank Wall Street Reform and Consumer Protection Act could make mortgages more difficult to obtain. The “qualified mortgage” definition requires a 43% or lower backend debt-to-income ratio, which is generally more accommodative than the definition in the early 1990s.

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Development and building costs are rising, which could negatively impact homebuilder margins.

In addition, the government deficit is substantial, and the United States may be subject to further credit rating downgrades until political leadership develops and executes a plan to address the deficit.

Conclusion

In summary, housing is a risky asset class, but JBREC believes the outlook for the housing market is favorable as a result of several factors, including the following:

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Demand is strong. According to the data derived from the Census Bureau and the BLS , the number of adults finding employment is exceeding new home supply by a ratio of 2.4 to 1.

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Supply is low. Resale inventory is below the historical average months of supply, new home inventory is near an all-time low, and new construction is below historical averages, according to the National Association of Realtors and the Census Bureau.

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Affordability is historically favorable nationally. With mortgage rates around 4.3% in January 2014 according to Freddie Mac, and home prices in many markets back to levels last seen in 2003 as measured by a variety of indices, including the Burns Home Value Index ^TM , homeownership is an attractive financial option.

JBREC forecasts that the excesses of the recent downturn will clear and that home prices and construction will increase for the foreseeable future.

Southwest Region

JBREC defines the Southwest region as consisting of Arizona, New Mexico, Nevada, Utah and Colorado. The Southwest housing markets improved significantly in late 2012 and the first half of 2013, and slowed in the second half of 2013. In 2012, investors buying distressed inventory helped reduce the resale inventory to record lows in many Southwest housing markets. Buyers confident in their jobs took advantage of lower home prices and low mortgage rates, and new home communities enjoyed significant gains in sales rates in 2012 and 2013, as well as price increases.

In 2012, Southwest builders were the first in the country to report net prices were increasing each month. They were also the first to intentionally slow their sales pace and steadily raise prices to improve their margins.

Resale and new home sales rates slowed nationally and in the Southwest in the second half of 2013, as a result of rising mortgage rates and higher home prices that reduced affordability, weaker consumer confidence surrounding the government shutdown in October 2013, and seasonality. In the first quarter of 2014, many Southwest builders have observed a gradual seasonal rise in traffic and sales that is typical of a normal, but not exceptional, spring selling season. JBREC expects moderate home price appreciation in 2014 in most markets.

Labor shortages quickly emerged in 2013, as Southwest builders’ sales increased quickly and challenged the capacity of the dramatically reduced construction trades. These shortages continue to impact builders’ construction schedules, with some gradual signs of improvement as higher wages and confidence in the housing recovery are attracting labor back to the construction trades. In addition, strong demand for building products have driven up costs, as supplies are limited while product manufacturers gradually add capacity. Lot and land prices rose significantly in 2013 as Southwest builders competed for desirable lot locations; consequently, some new home communities may not be feasible for homebuilders in the current market, as current new home prices do not justify the prices paid for the lots. These challenges are typical of a housing recovery, and underscore the importance of an experienced management team to assess opportunities to buy land, and to work with local trades and suppliers to manage scheduling.

Texas Region

JBREC considers the State of Texas to be a region, and focuses on the Houston, Dallas, Fort Worth, Austin and San Antonio metropolitan areas. The Texas region fared better than others during the recession and housing correction. Although the housing markets were overbuilt, home prices did not inflate and subsequently overcorrect as much and job losses were not as steep as the national averages. Robust job growth in Texas is a significant driver for housing demand, with 248,400 new jobs created in the 12 months ended December 2013, for a 2.4% increase that is the highest of all regions within the United States. Houston added 82,000 jobs or 3.0% growth in the same 12-month period and was the first metropolitan area in the nation to regain all jobs lost during the recession. The Austin metropolitan area also had a high rate of job growth at 3.0% for the 12 months ended December 2013 and is expected to grow by a staggering 4.0% annually from 2014 through 2016. The supply of resale homes for sale is low, with 2.0 to 2.7 months of resale supply for the big metropolitan areas, except San Antonio with 4.0 months of supply. In most markets, 6.0 months of supply represents equilibrium. JBREC projects the Texas region will issue 104,500 single-family permits annually on average, from 2014 through 2016.

JBREC expects continuing improvement for the Texas housing markets. The region offers an affordable cost of living and doing business, which is supported by a desirable tax environment. Population growth, boosted by migration, is expected to support housing demand as residents come to pursue economic opportunities. Current challenges for builders in the Texas region include the limited supply of lots and land with development approvals as a result of little, if any, planning and development during the housing correction, labor shortages that impact scheduling, rising construction costs and a higher incidence of buyers with credit problems, anecdotally. Texas has a more relaxed regulatory environment compared to the coastal markets, and developers have major projects underway that will expand lot supplies in all of the large markets. In a normal market environment, Texas builders commonly use lot option agreements to control lot positions, but delay purchasing lots until needed for construction. The five big Texas metropolitan areas—Houston, Dallas, Fort Worth, Austin, and San Antonio—attract many large public and private builders, who typically build a high volume of homes annually, but at lower margins than in other regions. However, many mid-sized private builders flourish by pursuing profitable, niche opportunities.

Southern California Region

JBREC defines the Southern California region to include Los Angeles, Orange, San Diego, Riverside, San Bernardino, Ventura, Santa Barbara, Kern and Imperial counties. In 2013, homebuilders in all Southern California metropolitan areas enjoyed higher sale rates and pricing power as the housing recovery progressed. Although sales slowed nationally and in Southern California in the second half of 2013, demand for new and existing homes is exceeding the current supply. Job growth, which is a proxy for housing demand, has improved moderately but steadily with a 1.6% increase or 196,000 payroll jobs created regionally in the 12 months ended December 2013; however, higher mortgage rates and home values resulted in affordability conditions becoming slightly worse than their historical average, which slowed demand. The supply of homes for sale remains very low, despite a 33% increase in single-family permits in the 12 months ended December 2013. Total residential permits issued in the same period are still 80% below peak volume. Existing home supply is also very low, with an average of 2.8 months of supply regionally at current sales rates, ranging from 2.2 to 3.5 months of supply in the large metropolitan areas. In most markets, a 6.0 month supply is considered equilibrium.

JBREC expects Southern California will enjoy a sustained recovery. Although the cost of living and doing business is higher than the nearby Southwest metropolitan areas, the quality of life, economic and educational opportunities continue to be significant draws. Current challenges for builders in Southern California include the limited supply of lots and land, much higher lot and land costs, labor shortages that impact scheduling and rising construction costs. Some of these factors are expected to gradually ease as the recovery progresses. However, the Southern California housing markets are supply constrained due to both geography and restrictive regulations. The region has a long-term shortage of affordable housing, given the high cost of land and development. These conditions suggest an opportunity for builders with experience in designing and building higher density housing with sensitivity to concerns around privacy, sound control, natural light and storage.

Denver, CO Housing Market Overview

The Denver-Aurora-Lakewood MSA consists of ten counties, including Adams, Arapahoe, Broomfield, Clear Creek, Denver, Douglas, Elbert, Gilpin, Jefferson and Park. The data analyzed by JBREC excludes Elbert and Gilpin counties, which represent just 1% of the MSA population. The metropolitan area is home to approximately 2.7 million residents and 1.0 million households. Known as “Mile High City” because it sits exactly one mile above sea level, Denver is a gateway to the Rocky Mountains for both locals and tourists.

The housing fundamentals in the Denver MSA continue to improve from extremely weak levels experienced in 2008 and 2009, and improvement in the fundamentals is often a precursor for home price appreciation. The Housing Cycle Risk Index™ measures the health of the housing market based on the performance of 24 market fundamentals in relation to their own history, and has historically been a one- to three-year leading indicator for home price appreciation. The improvement is due to the combination of significantly improved demand fundamentals, as a result of improving job growth and rising sales activity, and improved supply fundamentals as a result of low homebuilding permit and listings levels. Affordability has returned to Denver’s historical median due to rising prices and mortgage rates.

The Denver MSA had approximately 1,296,600 non-farm payroll jobs in the 12 months ended December 31, 2013. The MSA lost nearly 60,000 jobs in 2009 and 2010, or 4.8% of the 2008 peak employment level. Since the trough in 2010, Denver has added about 103,100 jobs to the economy, which surpasses the total amount of jobs lost during the recession. JBREC forecasts annual average job growth of 41,200 jobs per year from 2014 through 2016, or 3.1% annually. The non-seasonally adjusted unemployment rate in Denver as of December 2013 was 5.8%, down from 7.4% one year prior and lower than the 6.7% national average.

Denver’s economy is quite diverse. The largest sector by percentage of jobs is Trade, Transportation & Utilities, followed by Professional & Business Services and Government.

The Chamber of Commerce is focused on eight industry clusters, including aerospace, aviation, bioscience, broadcasting and telecommunications, energy, financial services, healthcare and wellness, and IT/software. The Chamber indicates Denver has the highest private aerospace employment of the 50 largest U.S. metropolitan areas, with 19,800 aerospace workers, adding “Colorado has the nation’s second-largest aerospace economy and is home to four military commands, eight major space contractors, and more than 400 aerospace companies and suppliers.” The state’s energy resources, paired with clean technology research and development, attracted the U.S. Department of Energy’s laboratory for renewable energy and energy efficiency research and development. Denver’s largest private employers include Lockheed Martin, which produces aerospace and defense-related systems, broadcastings companies, including CenturyLink, Comcast and DISH Network, and multiple healthcare organizations.

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JBREC forecasts Denver will see average annual growth of 20,900 households, or 1.9% per year, from 2014 through 2016, which is below the 2.5% annual average since 1972. The population in the Denver MSA is forecasted to grow at a pace of 42,600 people, or 1.6%, per year compared to the 2.0% annual average since 1972.

The median household income in the Denver MSA has risen by more than $3,600 since 2011. The MSA’s median household income was $63,500 through December 2013 and JBREC forecasts continued increases in income, averaging 3.7% growth per year from 2014 through 2016.

The existing home sale volume in the Denver MSA gained strength in 2012 with a 23% increase, after a 2% rise in 2011 began to reverse the five year decline from 2006 to 2010. Existing home sales in the 12 months ended December 31, 2012 totaled nearly 46,000 transactions, which is on par with the historical average since 1998. In the 12 months ended December 31, 2013, existing home transactions increased by 21% to 55,700. JBREC expects existing home sales to average 58,000 transactions annually through 2016. Denver’s median resale price declined by 13% from the peak in 2006 to the trough in 2009. The median single-family resale home price in Denver rose nearly 11% in 2012 to $242,200, which was slightly higher than the peak of $241,000 in 2006. The median resale price increased to $260,000 as of December 2013, setting a new peak for the area.

Rising new home sales volume and prices signal Denver’s housing market recovery. New home sales rose 17% in 2012 to 4,700 transactions from the trough of the housing cycle in 2011. In the 12 months ended December 31, 2013, new home sales reached 6,300 transactions for a 33% gain, and JBREC expects new home sales

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activity will increase to 7,400 transactions in 2014, and steadily improve to 10,200 transactions in 2016. The new home sales volume in 2016 is expected to be 57% below the 2005 peak of 17,800 transactions.

New homes typically have a pricing premium over resale homes, and that gap is growing again as housing recovers. DataQuick indicates the 2012 median price for new homes in Denver was $333,300 and $383,700 for the 12 months ended December 31, 2013.

The median new home price in the Denver MSA increased 4.3% in 2010, 2.8% in 2011 and another 8.7% in 2012; however, the median new home price is influenced by the mix of home types being sold at any given time, as well as the low level of transactions in recent years. As a result, resale home prices are a better indication of market trends.

Home values based on JBREC estimates of recent transactions in the Denver MSA increased by 9.9% in 2013 and are expected to rise through 2016, but at a declining rate. According to the Burns Home Value Index™, home values are poised for a 3.6% increase in 2014, and appreciation is expected to taper to 1.2% by 2016.

Homebuilding permit activity in the Denver MSA is forecasted to more than quadruple by 2016 from the trough level in 2009, spurred by solid household growth. Single-family homebuilding permits declined to a low of 2,723 units in 2009 after averaging more than 15,000 units per year from 1999 through 2007. JBREC forecasts that single-family permits will rise to 7,000 units in 2014, with a steady increase to 13,000 units in 2016, which would be the highest level in this market since 2006.

The demand for housing is likely to slightly exceed the supply being added to the market as the Denver MSA exhibits stronger job growth from 2014 to 2016. JBREC forecasts that the MSA will add an average of 2.5 jobs for every homebuilding permit from 2014 through 2016. The historical ratio of employment growth to homebuilding permits in Denver from 1991 to 2008 (the year prior to the most substantial job losses) was 1.3.

Resale listings in the Denver MSA have declined to their lowest level since late 2005. The declining inventory levels could lead to more competitiveness and increasing prices in the resale market. Through December 31, 2013, the MSA had 5,500

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homes listed on the market, which represented a 50% decline from one year prior and approximately 1.2 months of supply, based on existing home sales activity over the most recent 12 months. A 6.0 month supply is considered equilibrium for most markets. By comparison, listings topped 30,800 homes on the market in mid-2007 as inventory levels reached as high as 7.9 months of supply.

The volume of pre-foreclosure notices has been on a decreasing trend since the first quarter of 2010, and remains low in comparison to the peak of distress. Low levels of distress support home price appreciation. Approximately 5,500 notices issue in the fourth quarter of 2013 represented a 63% decline from one year prior and an 87% decline from the peak in 2007.

In addition, the Denver market has a relatively low level of potential distressed homes that are not yet on the market, which is also a positive for home price appreciation. As of March 31, 2013, the shadow inventory amounted to slightly more than 16,000 homes, or 4.1 months of supply. JBREC believes that most shadow inventory homes will gradually become distressed sales over the next few years, and the pace of distressed sales will be slow enough that home prices will not see material declines.

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At the end of 2011, housing affordability conditions in the Denver MSA were at their best level since 1995, according to the Burns Affordability Index™, which compares the monthly costs of owning the median-priced home with the median household income, taking into consideration the change in mortgage rates over time. During 2012, price increases began reducing affordability in Denver, and by June 2013 the metropolitan area’s affordability was back to its long-term average. Affordability from 2014 through 2016 is expected to weaken due to rising home prices and mortgage rates.

In summary, Denver’s job growth resumed in 2011, and the metropolitan area has recovered all jobs lost in the recession during 2013. Denver’s economy is especially diverse, which will help the metropolitan area absorb potential cuts in defense and government spending. Resale sales activity increased by 21% in 2013 and is expected to remain steady through 2016. New home sales activity also improved in 2013, and JBREC expects further gains from 2014 through 2016. Denver builders are benefitting from the very limited resale and new home inventory, which is driving traffic to new home communities and presenting some pricing power. However, affordability is back to the metropolitan area’s long-term average and is expected to worsen through 2016 as rising mortgage rates and home prices take their toll.

Colorado Springs, CO Housing Market Overview

The Colorado Springs MSA consists of El Paso and Teller counties; however, the data analyzed by JBREC excludes Teller, which represents just 4% of the MSA population. The metropolitan area is home to approximately 682,100 residents and 259,900 households. Located about 70 miles south of Denver, Colorado Springs is home to several military bases and the Air Force Academy. Pikes Peak is a major tourist attraction in the area.

The housing fundamentals in the Colorado Springs MSA continue to improve from extremely weak levels experienced in 2007, 2008 and 2009. Improvement in the fundamentals is often a precursor for home price appreciation. The Housing Cycle Risk Index™ measures the health of the housing market based on the performance of 24 market fundamentals in relation to their own history, and has historically been a one- to three-year leading indicator for home price appreciation. The improvement is due to the combination of significantly improved demand fundamentals, as a result of a stabilizing employment picture, rising sales activity and improved supply fundamentals as a result of low homebuilding permit and listings levels. Affordability is currently better than Colorado Springs’ historical median but weakening due to rising prices and mortgage rates.

The Colorado Springs MSA had approximately 255,300 non-farm payroll jobs in the12 months ended December 31, 2013, up 0.5% from 254,100 one year ago. From 2008 through 2010 the metropolitan area lost nearly 15,000 jobs or 5.7% of the 2007 peak employment level. Job growth picked up in 2011 with 3,300 jobs gained and 2,000 more in 2012. JBREC expects the metropolitan area to add 2,000 jobs in calendar 2014. The non-seasonally adjusted unemployment rate in Colorado Springs as of December 2013 was 7.2%, down from one year prior and slightly above the 6.7% national average.

The Colorado Springs MSA is expected to see a gradual recovery through 2016. JBREC forecasts annual average job growth of 3,700 jobs per year from 2014 through 2016, or 1.4% annually. Colorado Springs’ economy is moderately diverse, with a larger share of government jobs than the national average. The largest sector by percentage of jobs is Government followed by Trade, Transportation & Utilities and Professional & Business Services. The government sector includes federal, county and local government as well as local school districts, and non-active duty military employees. Active military personnel are not captured in the payroll employment statistics, so housing demand may be stronger than implied by job growth.

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The economy of Colorado Springs is primarily based on the military installations in the area as well as on the aerospace and electronics industries and tourism. Fort Carson, a U.S. Army base, is the largest employer. The U.S. Air Force Academy, Fort Peterson Air Force Base, and the North American Air Defense Command are also major employers. There are also many defense related employers in Colorado Springs including Boeing, General Dynamics, Lockheed Martin and Northrop Grumman. The presence of the air and space focused manufacturers has drawn a number of technology-based manufacturers, such as Hewlett-Packard and ITT.

Leisure & Hospitality is also a large component of the economy accounting for about 13% of the MSA’s employment. Pikes Peak and the natural beauty of the surrounding area attract about 5.9 million visitors annually, and Pikes Peak region realized more than $1 billion of tourism related economic impact in 2010. The U.S. Olympic Committee and 24 other sports governing bodies are based in Colorado Springs, stimulating the creation of a sports/outdoor industry cluster that also supports tourism.

Population growth over the next three years in the Colorado Springs MSA is expected to be higher than the historical average in this market, while household growth is expected to be consistent with average. JBREC expects Colorado Springs will see average annual population growth of 7,900 residents or 1.2% per year from 2014 through 2016. Household growth is expected to average 4,000 annually, or 1.5% per year.

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The median household income in the Colorado Springs MSA has risen by roughly $3,100 since 2011. The MSA’s median household income was $58,200 through December 2013. JBREC expects continued increases in income, averaging 2.7% growth per year from 2014 through 2016.

The existing home sale volume in the Colorado Springs MSA gained strength in 2012 with a 12% increase, after decreases in five of the last six years. Resale sales in the 12 months ended December 31, 2013 totaled just over 11,100 which is still about 3,700 below peak resale sales in 2005.

JBREC expects existing home sales to average 11,800 transactions annually through 2016. The median single-family resale home price in Colorado Springs in the 12 months ended December 2013 rose 2.5% to $189,700 which is still 6.1% below the peak of $202,000 in 2007. The MSA’s median resale price declined by 12% from the peak in 2007 to the trough in 2011.

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The trough of the new home market occurred in 2009 in Colorado Springs. There was a modest recovery in 2010 offset by a small decline in 2011. In 2012, the overall recovery in the Colorado Springs housing market began to solidly push up new home sales volumes. New home sales in the 12 months ended December 31, 2013 rose to 2,400 transactions, a 34% increase from the prior 12-month period. JBREC expects new home sales activity will increase to 2,700 transactions in 2014, and steadily improve to 3,200 transactions in 2016. At 3,200 units, new home sales will still be about 44% below the 2005 peak of 5,700 transactions.

New homes typically have a pricing premium over resale homes, and that gap is growing again as housing recovers. DataQuick indicates the 2012 median price for new homes in Colorado Springs was $260,600 and increased to $287,450 in the 12 months ended December 31, 2013. The median new home price increased 2.4% in 2011, and 7.1% in 2012; however, the median new home price is influenced by the mix of home types being sold at any given time, as well as the low level of transactions in recent years. As a result, resale home prices are a better indication of market trends.

Home values based on JBREC’s estimates of recent transactions in the Colorado Springs MSA increased by 5.4% in 2013, and are expected to rise through 2016 at a lower rate. According to the Burns Home Value Index™, home values are poised for a 4.0% increase in 2014 and 3.0% in 2015 before tapering to 2.4% growth by 2016.

JBREC forecasts homebuilding permit activity in the Colorado Springs MSA as of 2016 will reflect a 295% increase from the trough level in 2009, spurred by solid household growth. Single-family homebuilding permits declined to a low of 1,353 units in 2009 after averaging more than 5,100 units per year from 1999 through 2007. Single-family permits increased by 19% in the 12 months ended December 2013 to 2,880 units. JBREC forecasts that single-family permits will rise another 18%, to 3,400 units in 2014, with a steady increase to 4,000 units in 2016, which would be the highest level in this market since 2006.

The historical ratio of employment growth to homebuilding permits in Colorado Springs from 1991 to 2007 (the year prior to the most substantial job losses) is 1.4. The Colorado Springs ratio as of December 2013 was well below the historical average, indicating that builders are adding new supply at a pace that nearly matches job growth. JBREC forecasts the metropolitan area’s employment to permit ratio will remain below the average, by adding an average 0.8 jobs for every homebuilding permit from 2014 through 2016.

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Resale listings in the Colorado Springs MSA have declined steadily since mid-2010, more or less leveling out over the past year aside from seasonal trends, and are below 2005-2006 levels. The declining inventory levels could lead to more competitiveness and increasing prices in the resale market. At December 31, 2013, the MSA had 4,523 homes listed on the market, up roughly 7% from one year earlier. This represents an approximately 4.9 months of supply, based on existing home sales activity over the most recent 12 months. A 6.0 month supply is considered equilibrium for most markets. By comparison, listings topped 8,300 homes on the market in mid-2007 and inventory levels reached as high as 10.6 months of supply in the summer of 2008 as sales rate slowed.

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The volume of pre-foreclosure notices declined in each quarter of 2013 and remains low in comparison to the peak of distress. Low levels of distress support home price appreciation. Approximately 1,640 notices were issued in the fourth quarter of 2013, which represented a 53% decline from one year prior and a 71% decline from the peak in 2009.

In addition, the Colorado Springs market has a relatively low level of potential distressed homes that are not yet on the market, which is also a positive for home price appreciation. As of March 31, 2013, the shadow inventory amounted to slightly more than 4,200 homes, or 4.7 months of supply. JBREC believes that most shadow inventory homes will gradually become distressed sales over the next few years, and the pace of distressed sales will be slow enough that home prices will not see material declines.

In the final two quarters of 2012, housing affordability conditions in the Colorado Springs MSA were at their best levels since 1981, according to the Burns Affordability Index™, which compares the monthly costs of owning the median-priced home with the median household income, taking into consideration the change in mortgage rates over time. Price and mortgage rate increases in the first half of 2013 began driving affordability back towards the MSA’s long-term average.

In summary, Colorado Springs’ job growth decline appears to have reversed itself and the employment picture is expected to increase annually by 1.4% from 2014 through 2016. The metropolitan area should gradually recover all jobs lost in the recession by the end of 2016. However, potential cuts in defense and government spending could have an impact on the recovery due to the large presence of military and other government jobs. Resale sales activity increased by 15% in 2013 and is expected to increase by 3% annually through 2016. New home sales activity increased 34% in 2013 and JBREC forecasts continued strong recovery through 2016. Affordability remains very good compared to Colorado Springs’ history, although rising mortgage rates and home prices began to weaken affordability in 2013.

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Fort Collins, CO Housing Market Overview

The Fort Collins-Loveland MSA consists of Larimer County in Colorado. The metropolitan area is home to approximately 319,600 residents and 130,500 households. Located about 65 miles north of Denver, Fort Collins is home to Colorado State University and its research facilities, which have attracted a number of high-tech companies. The metropolitan area also has a strong manufacturing base, including such firms as Hewlett Packard, WaterPik, Woodward, In-Situ, and Anheuser-Busch.

The housing fundamentals in the Fort Collins MSA materially improved from 2010 through 2013, from very weak levels from 2006 through 2009. Improvement in the fundamentals is often a precursor for home price appreciation. The Housing Cycle Risk Index™ measures the health of the housing market based on the performance of 24 market fundamentals in relation to their own history, and has historically been a one- to three-year leading indicator for home price appreciation. The 2012 and early 2013 improvement in Fort Collins was driven by significantly improved demand fundamentals, as a result of a stabilizing employment picture, rising sales activity and improved supply fundamentals as a result of low homebuilding permit and listings levels. Affordability fundamentals are weakening in 2013, as a result of rising home prices and mortgage rates, and have returned to the metropolitan area’s historical median. Demand levels have also declined recently as the rate of job growth has slowed.

The Fort Collins MSA had approximately 143,500 non-farm payroll jobs as of December 31, 2013. The metropolitan area fared better than most during the national recession, with job losses limited to 2009. From the peak in 2008, Fort Collins lost 4,300 jobs or 3.1%, but recovered these jobs and more during 2011 and 2012. The MSA added 2,700 jobs on average in 2013 for a 1.9% increase, and JBREC expects annual average job growth of 3,700 jobs per year from 2014 through 2016, or 2.6% annually. The non-seasonally adjusted unemployment rate in Fort Collins as of December 2013 was 4.8%, down from 6.0% one year prior and well below the 6.7% national average.

Fort Collins’ economy is diverse, with a notably larger share of government jobs than the national average. The largest sector by percentage of jobs is Government followed by Trade, Transportation & Utilities and Education & Health Services. The government sector includes federal, county and local government as well as local school districts.

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The economy of Fort Collins is primarily based on Colorado State University, manufacturing and technology companies. The University is the metropolitan area’s largest employer providing roughly 7,000 jobs, and is also a leading research university with strong emphasis on vector-borne infectious disease, veterinary medicine, atmospheric science, clean energy technologies, and environmental science. Fort Collins has a major presence of semi-conductor firms, including AMD, Avago, Hewlett-Packard, Intel and LSA Corporation. The Chamber of Commerce notes other significant sectors are geospatial, water innovation, clean energy and bioscience, and concludes that Fort Collins has a “brain-driven economy with 11.45 patents issued per 10,000 people, which is four times higher than the average community.”

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Population growth over the next three years in the Fort Collins MSA is expected to be slightly below the historical average for this market, while household growth is expected to be higher than average. JBREC expects Fort Collins will see average annual population growth of 5,400 households or 1.7% per year from 2014 through 2016. Household growth is expected to average nearly 2,900 annually, or 2.2% per year.

After declines in 2009 and 2010, the median household income in the Fort Collins MSA has risen by $3,200 since 2011, and steady growth is expected through 2016. The MSA’s median household income in December 2013 was $58,100 and JBREC expects continued increases in income, averaging 2.3% growth per year from 2014 through 2016.

The existing home sale volume in the Fort Collins MSA gained strength in 2012 with an 18% increase, following a nominal increase in 2011 and annual declines from 2006 through 2010. Resale sales in the 12 months ended December 31, 2013 totaled roughly 6,700 transactions (19% year-over-year increase), which is slightly above the 5,900 average annual sales from 1998 to 2006. JBREC expects existing home sales to average 6,400 transactions annually through 2016. The median single-family resale home price in Fort Collins rose 2% in the 12 months ended December 31, 2013 to $238,000 which is above the recent peak in 2006. The MSA’s median resale price declined by 4% from the 2006 peak to the 2009 trough.

In Fort Collins, the trough of the new home market occurred in 2009. Sales were flat in 2010 and began to rise in 2011. In 2012, the overall recovery in the Fort Collins housing market began to solidly push up new home sales volumes. New home sales in the 12 months ended December 31, 2013 rose to 1,500 transactions, a 47% increase from the prior year. JBREC doesn’t produce new home sales forecasts for this small metropolitan area.

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Reduced resale and new home inventory levels paired with recovering demand are driving new home prices higher. New homes typically have a pricing premium over resale homes, and that gap is growing again as housing recovers. DataQuick indicates the median price for new homes in Fort Collins as of December 31, 2013 was $292,500. The median new home price increased 4.7% in 2011 and 7.1% in 2012, but declined 1.4% in 2013. However, the median new home price is influenced by the mix of home types being sold at any given time, as well as the low level of transactions in recent years. As a result, resale home prices are a better indication of market trends.

Home values based on JBREC’s estimates of recent transactions in the Fort Collins MSA increased by 7.4% in 2013 and are expected to rise through 2016 at a lower rate. According to the Burns Home Value Index™, home values are poised for a 2.7% increase in 2014 and 2.0% in 2015 before tapering to 1.2% growth by 2016.

JBREC forecasts that homebuilding permit activity in the Fort Collins MSA will increase by 720% by 2016 from the trough level in 2009, spurred by solid household growth. Single-family homebuilding permits declined to a low of 361 units in 2009 after averaging more than 2,250 units per year from 1999 through 2007. In 2012 single-family permits increased by 62% from the prior year to 1,139 units. In the 12 months ended December 31, 2013, Fort Collins issued 1,300 permits year-over-year, a 16% annual clip. JBREC forecasts that single-family permits will rise by 32%, to 1,750 units in 2014, and increase steadily to 2,600 units in 2016, which would be the highest level in this market since 2005.

As Fort Collins’ job growth resumed in 2010, supply and demand for housing came back into balance. In 2012, the MSA added an average of 1.9 jobs for every homebuilding permit. Employment growth slowed in 2013, dropping the ratio to 0.5 in the 12 months ended December 2013. JBREC forecasts that the employment to permit ratio will moderate to an average of 1.2 permits for every job added from 2014 through 2016. The historical ratio of employment growth to homebuilding permits in Fort Collins from 1991 to 2008 (the year prior to the most substantial job losses) is 1.2.

JBREC does not have data for resale listings and months of supply for the Fort Collins metropolitan area. The volume of pre-foreclosure notices has declined in every quarter of 2013, and remains low in comparison to the peak of distress. Low levels of distress support home price appreciation. Approximately 420 notices were issued in the fourth quarter of 2013, which represented a 60% decline from one year prior and an 82% decline from the peak in 2009. JBREC does not calculate shadow inventory for the Fort Collins metropolitan area. However, JBREC believes that most shadow inventory homes nationally will gradually become distressed sales over the next few years, and the pace of distressed sales will be slow enough that home prices will not experience a material negative impact. JBREC expects that the Fort Collins metropolitan area will be consistent with the national trend in this respect.

When comparing the monthly costs of owning the median-priced home with the median household income, affordability in Fort Collins has returned to the area’s historical median dating back to 1981. This estimate of the ownership costs takes into consideration the change in mortgage rates over time, which can significantly impact the monthly payment. Affordability conditions in the second half of 2012 were at their best level historically, and have worsened throughout 2013 due to rising home prices and mortgage rates. By 2016, affordability in the Fort Collins metropolitan area will be slightly worse than the long-term average.

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In summary, Fort Collins’ housing market is positioned for recovery. The metropolitan area fared better than most during the national recession, with job losses limited to 2009, and all of the lost jobs and more were recovered by 2012. The metropolitan area economy is fairly diverse given its small size, and relatively sheltered from cuts in defense and government spending. Since 2012, new home supply outpaced new home demand; however, JBREC expects new home supply and demand to return to the long-term average for this metropolitan area for the next several years. Although JBREC lacks resale inventory data, market contacts indicate homebuilders are benefitting from limited new and resale supply and are increasing prices in good locations.

Austin, TX Housing Market Overview

The Austin MSA consists of Bastrop, Caldwell, Hays, Travis, and Williamson counties. The new home sales and price data analyzed by JBREC excludes Bastrop and Caldwell counties, which represent just 6% of the MSA population, and is limited to Travis County prior to mid-2008. The metropolitan area is home to nearly 1.9 million residents and more than 725,200 households. Austin is the capital city of Texas and the fourth most populous city in the state.

The housing fundamentals in the Austin MSA continue to improve from the low levels experienced in 2008 and 2009. Improvement in the fundamentals is often a precursor for home price appreciation. The Housing Cycle Risk Index™ measures the health of the housing market based on the performance of 24 market fundamentals in relation to their own history, and has historically been a one- to three-year leading indicator for home price appreciation. The improvement is due to the combination of significantly improved demand fundamentals, as a result of job growth, rising sales activity and improved supply fundamentals. Affordability fundamentals weakened in 2013, as a result of rising home prices and mortgage rates, and have returned to Austin’s historical median.

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The Austin MSA had approximately 865,900 non-farm payroll jobs for the 12 months ended December 31, 2013. In 2009, the metropolitan area lost nearly 17,000 jobs or 2.2% of the 2008 peak employment level. Job growth recovered in 2010 and was strong in 2011 and 2012, averaging roughly 21,350 jobs per year or 2.7%. The MSA added 28,200 jobs on average in 2013 and is expected to see a robust recovery through 2016. JBREC projects average annual job growth of 35,200 jobs per year from 2014 through 2016, or 4.0% annually. The non-seasonally adjusted unemployment rate in Austin as of December 2013 was 4.5%, down from 5.0% one year prior and well below the 6.7% national average.

Austin’s economy is moderately diverse, with a larger share of government jobs than the national average. The largest sector by percentage of jobs is Government followed by Trade, Transportation & Utilities and Professional & Business Services. The government sector includes state, county and federal government as well as local school districts, and non-active duty military employees.

Austin’s economy has concentrations of state and local government as well as a strong tech industry presence, led by Dell, Inc. as the largest tech employer. The proliferation of technology companies has led to the region’s nickname, “the Silicon Hills.” The University of Texas at Austin, Texas State University and local school districts are also major employers. There are also a number of medical related employers in Austin including Scott & White Healthcare and St. David’s Medical Center. Leisure & Hospitality is also a large component of the economy accounting for almost 12% of the MSA’s employment. As Austin’s official slogan is “The Live Music Capital of the World,” the city draws tourists from around the world to experience music and cultural events.

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Austin’s population and household growth over the next three years are expected to exceed the area’s historical averages. JBREC projects Austin will see average annual population growth of 49,500 or 2.6% per year from 2013 through 2015. Household growth is expected to average 21,500 annually, or 2.9% per year.

Austin’s median household income has increased by roughly $2,100 since 2011. The MSA’s median household income for the 12 months ended December 2013 was $59,800 and JBREC forecasts continued increases in income, averaging 2.2% growth per year from 2014 through 2016.

Austin’s existing home sale volume increased by nearly 7% in 2011 after losses from 2007 through 2010, and gained strength in 2012 with a 20% increase. Resale sales in the 12 months ended December 31, 2013 totaled just over 30,500, which is on par with the peak in 2006. JBREC expects existing home sales to average 33,100 transactions annually through 2016. Austin’s median single-family resale home price has been rising steadily since 2010, rising 7.4% for the 12 months ended December 31, 2013 to $227,200, which is a new peak.

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The trough of the new home market occurred in 2011 in Austin. In 2012, new home sales volumes began rising as the housing recovery took hold in Austin. For Travis, Hays and Williamson counties, new home sales rose to 8,140 transactions in the 12 months ended December 31, 2013, a 21.3% increase from the prior 12-month period. JBREC forecasts new home sales activity for the three counties will increase to 8,700 transactions in 2014, and steadily improve to 11,500 transactions by 2016. Low resale and new home inventory levels paired with rising demand are driving new home prices higher.

New homes typically have a pricing premium over resale homes, and that gap is growing again as housing recovers. JBREC calculates new home prices for Austin using mortgage data and assuming a 20% down payment, indicating a $273,800 median price for the 12 months ended December 2013. The median new home price increased 2.3% in 2011, 5.0% in 2012 and 5.1% in 2013; however, the median new home price is influenced by the mix of home types being sold at any given time, as well as the low level of transactions in recent years. As a result, resale home prices are a better indication of market trends.

Home values based on estimated recently negotiated transactions in the Austin MSA increased by 10.0% in 2013, and are expected to rise through 2016 at a slower rate. According to the Burns Home Value Index™, Austin home values are poised for 4.9% increase in 2014. Thereafter, appreciation is expected to decrease to 3.9% year-over-year in 2015 and 3.1% growth by 2016.

Homebuilding permit activity in the Austin MSA is forecasted to more than double by 2016 from the trough level in 2009, spurred by solid household and employment growth. Single-family homebuilding permits declined to a low of 6,200 units in 2010 after averaging more than 12,500 units per year from 1999 through 2007. For the 12 months ending December 2013, single-family permits increased by 11.9% from the prior year to 9,250 units. JBREC forecasts that single-family permits will increase 13.6%, to 10,500 units in 2014, with a steady increase to 12,200 units in 2016.

Current demand is slightly less than the new supply being added to the market, with recent job growth in the 12 months ended December 31, 2013 slightly lower than the number of homebuilding permits issued in that same time. The employment growth to homebuilding permit ratio was 1.1, compared to the -1.9 employment growth to homebuilding permit ratio for the market in 2009.

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JBREC forecasts that the MSA will add an average of 1.4 jobs for every homebuilding permit from 2014 through 2016.

Resale listings in the Austin MSA have declined steadily since mid-2010 and are below 2005-2006 levels. The declining inventory levels could lead to more competitiveness and increasing prices in the resale market. At December 31, 2013, the MSA had 5,050 homes listed on the market which is 12% lower than the same time the prior year. This represents approximately 2.0 months of supply, based on existing home sales activity over the most recent 12 months. A 6.0 month supply is considered equilibrium for most markets. By comparison, listings topped 12,700 homes on the market in mid-2008 and inventory levels reached as high as 7.4 months of supply in the summer of 2010 as sales rate slowed.

The volume of pre-foreclosure notices has been declining quarter-over-quarter since the second quarter of 2012, and remains low in comparison to the peak of distress. Low levels of distress support home price appreciation. Approximately 2,300 notices were issued in the fourth quarter of 2013, which represented a 40% decline from one year prior and a 65% decline from the peak in 2007.

While the level of future distressed home sales is generally declining, there remains a moderate level of distressed homes that are not yet on the market that will act to limit rapid appreciation of home prices. These delinquent mortgages represent shadow inventory. As of March 31, 2013, the shadow inventory amounted to an estimated 12,400 homes, or 6.6 months of supply. This is nearly more than two times the level of listings that are currently on the market. JBREC believes that most shadow inventory homes in Austin will gradually become distressed sales over the next few years, and the pace of distressed sales will be slow enough that home prices will not be significantly negatively affected.

When comparing the monthly costs of owning the median-priced home with the median household income, through December 31, 2013, affordability in Austin has returned to the metropolitan area’s historical median dating back to 1981. This estimate of the ownership costs takes into consideration the change in mortgage rates over time, which can significantly impact the monthly payment. Affordability conditions in 2012 were at their best level, but rising home prices and mortgage rates will continue to weaken affordability conditions through 2016.

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In summary, Austin’s housing fundamentals are strong. Job growth is better than the national average, resale and new home inventory are low, and the fundamentals that drive Austin’s housing market continue to improve, driving solid home price appreciation and rising construction. However, Austin’s housing affordability has already returned the metropolitan area’s long-term median due to rising prices and mortgage rates.

Las Vegas, NV Housing Market Overview

The Las Vegas MSA consists only of Clark County. The metropolitan area is home to approximately 2.1 million residents and 763.4 thousand households. Las Vegas is a popular destination for tourism conventions and gaming, and offers a favorable business climate that is especially beneficial for logistics and distribution facilities serving the West Coast.

The housing fundamentals in the Las Vegas MSA are much improved from extremely weak levels from 2006 through 2011, and improving fundamentals is often a precursor for home price appreciation. The Housing Cycle Risk Index ^TM measures the health of the housing market based on the performance of 24 market fundamentals in relation to their own history, and has historically been a one- to three-year leading indicator for home price appreciation. The Index improvement is due to significantly better demand fundamentals, as a result of improving job growth and rising sales activity, and improved supply fundamentals as a result of low homebuilding permit and listings levels. Affordability remains very good compared to Las Vegas’ historical median.

The Las Vegas MSA had approximately 855,400 non-farm payroll jobs in the 12 months ended December 31, 2013, up 1.9% from 2012. The metropolitan area lost nearly 125,400 jobs from 2008 to 2010, or 13.4% of the 2007 peak employment level. Las Vegas has regained about 51,800 of the jobs lost during the recession and is not expected to recover all of the jobs lost in the recession until after 2016. JBREC expects annual average job growth of 22,500 jobs per year from 2014 through 2016, or 2.6% annually. The non-seasonally adjusted unemployment rate in Las Vegas as of December 2013 was 8.9%, down from 10.0% one year prior and higher than the 6.7% national average.

Las Vegas’ economy historically has lacked in diversity. The largest sector by share of jobs remains Leisure & Hospitality accounting for 30.9% of jobs ending December 2013; however, the recession has forced the Las Vegas economy to become more diversified. Trade, Transportation & Utilities is the fastest growing job sector in Las Vegas by adding 6,900 new jobs from December 2012 to December 2013.

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Las Vegas is a popular destination for tourism, conventions and the gaming industry, which brought nearly 39.7 million visitors to Las Vegas in 2013, above the earlier peak of 39.2 million in 2007. The 21,615 trade shows and conventions events hosted in Las Vegas in 2012 generated a $6.7 billion economic impact. Gaming revenues for Clark County totaled $9.4 billion in 2012, with $6.2 billion arising from the Strip. Las Vegas offers a favorable business climate, with no personal or corporate income taxes and no estate tax, affordable real estate and proximity to the West Coast. Accordingly, many companies locate their distribution facilities in Las Vegas to capitalize on the location, lower costs and Foreign Trade Zone tax benefits. The University of Las Vegas is home to one of the nation’s few supercomputers, spurring technology sector growth, and the lack of natural disasters makes Las Vegas a great location for data storage facilities.

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Las Vegas household and population growth over the next three years is expected to be higher than the historical average in this market. JBREC expects that Las Vegas will see average annual growth of 24,500 households, or 3.1% per year, from 2014 through 2016. The population is forecasted to grow at a pace of 63,700 people, or 3.0% per year.

Las Vegas median household income has risen by more than $2,600 since 2011, and growth is forecasted to remain steady in 2014. The MSA’s median household income ending December 2013 was $51,350 and JBREC expects that continued increases in income, averaging 1.8% growth per year from 2014 through 2016.

Existing home sale volume in the Las Vegas MSA declined in three of the last five years, with increases in 2009 and 2011. Resale volume declined by 8% in 2010, then increased by 8% in 2011 before declining by 5% and 4% in 2012 and 2013, respectively. Resale sales in the 12 months ended December 31, 2012 totaled over 47,700 transactions, which is higher than the historical average since 1998. In the 12 months ended December 31, 2013, resale transactions declined to 45,900. JBREC expects existing home sales to average 48,100 transactions annually through 2016. Las Vegas’ median resale price declined by 60% from the peak in 2006 to the trough in 2011. The median single-family resale home price rose 5% in 2012 to $128,200, which was 42% of the 2006 peak of $306,450 in 2006. The median resale price increased to $178,000 in December 2013.

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New home sales volume is slowly increasing from very low levels. New home sales in the 12 months ended December 31, 2012 rose 34% to 7,300 transactions from the prior 12-month period. In the 12 months ended December 31, 2013, new home sales reached 8,200 transactions for a 37% gain. JBREC expects that new home sales activity will increase to 9,500 transactions in 2014, and steadily climb to 14,500 transactions in 2016. JBREC expects the new home sales volume in 2016 will still be 63% below the 2005 peak of 38,900 transactions.

Low resale and very limited new home inventory paired with recovering demand are driving new home prices higher. New homes typically have a pricing premium over resale homes, and that gap is growing again as the housing market recovers. DataQuick indicates the 2012 median price for new homes in Las Vegas was $196,600 and jumped to $285,900 for the 12 months ended December 31, 2013.

The median new home price decreased by 4.3% in 2010 and by 2.8% in 2011 before increasing slightly by 0.3% in 2012, and then rising by 27% in 2013; however, the median new home price is influenced by the mix of home types being sold at any given time, as well as the low level of transactions in recent years. As a result, resale home prices are a better indication of market trends.

Home values based on JBREC’s estimates of recent transactions in the Las Vegas MSA increased by 26.9% in 2013 and are expected to rise through 2016, but at a declining rate. According to the Burns Home Value Index ^TM , home values are poised for a 9.6% increase in 2014, and appreciation is expected to taper to 3.7% by 2016.

JBREC forecasts that homebuilding permit activity in the Las Vegas MSA will triple by 2016 from the trough level in 2009, spurred by solid household growth. Single-family homebuilding permits declined to a low of 3,777 units in 2009 after averaging more than 23,300 units per year from 1999 through 2007. JBREC forecasts that single-family permits will rise from 7,067 units in 2013 to 9,000 units in 2014, with a steady increase to 13,500 units in 2016, which would be the highest level in this market since 2007.

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JBREC believes that the demand for housing is likely to slightly exceed the supply being added to the market as the Las Vegas MSA begins to exhibit stronger job growth once again. Las Vegas experienced an average employment growth to permit ratio of 2.2 in 2013. JBREC forecasts that the MSA will add an average of 1.8 jobs for every homebuilding permit from 2014 through 2016. The historical ratio of employment growth to homebuilding permits in Las Vegas from 1991 to 2007 (the year prior to the most substantial job losses) was 1.1.

Resale listings in the Las Vegas MSA have declined to their lowest level since late 2005. The declining inventory levels could lead to more competitiveness and increasing prices in the Las Vegas resale market. Through December 31, 2013, the MSA had 16,700 homes listed on the market, which represented a 4.5% decline from one year prior and approximately 4.4 months of supply, based on existing home sales activity over the most recent 12 months. A 6.0 month supply is considered equilibrium for most markets. By comparison, listings topped 29,900 homes on the market in early-2009 as inventory levels reached as high as 9.5 months of supply.

The volume of pre-foreclosure notices reached a trough in the third quarter of 2012, and remains low in comparison to the peak of distress. Low levels of distress support home price appreciation. Approximately 14,500 notices were issued in the fourth quarter of 2013, which represented a 19% increase from one year prior but an 82% decline from the peak in 2009.

LOGO

However, the Las Vegas market has a relatively high level of potential distressed homes that are not yet on the market, which could constrain home price appreciation. As of March 31, 2013, the shadow inventory amounted to slightly more than 26,800 homes, or 7.2 months of supply. JBREC believes that most shadow inventory homes will gradually become distressed sales over the next few years, and the pace of distressed sales will be slow enough that home prices will not see material declines. Investor demand for distressed homes in Las Vegas would help clear the distressed inventory quickly.

Housing affordability conditions in the Las Vegas MSA were at their best historical levels at the end of 2011, according to JBREC’s Affordability Index, which compares the monthly costs of owning the median-priced home with the median household income, taking into consideration the change in mortgage rates over time. Although affordability in Las Vegas began to worsen in early 2012, conditions are still significantly better than the metropolitan area’s long-term average. Affordability is expected to reach its long-term average in 2016 due to rising home prices and mortgage rates.

In summary, Las Vegas’ job growth resumed in 2011 and is projected to outpace the national job growth through 2016. Las Vegas’ economy remains largely dependent on the Leisure & Hospitality industry which accounts for 30.9% of payroll jobs ending December 2013. However, the Las Vegas economy is becoming more diversified with the largest year-over-year job growth coming from the Trade, Transportation & Utilities industry. New home sales activity grew by 34% and 37% in years 2012 and 2013, respectively. JBREC expects further new home sales activity gains through 2016. The Burns Home Value Index ^TM indicates a 26.9% year-over-year increase in Las Vegas home values in the 12 months ending December 2013, and home values are expected to increase at more moderate rates through 2016. Las Vegas builders are benefitting from much healthier resale and new home inventory, renewed employment growth, and historically great affordability.

OUR BUSINESS

Our Company

Our business strategy is focused on the design, construction and sale of single-family detached and attached homes in major metropolitan markets, including in Colorado, Texas, and Nevada, and our planned entry into other markets in the Western United States. We offer a wide variety of product lines that enable us to meet the specific needs of each of our core markets (Denver, Fort Collins, and Colorado Springs, Colorado, Austin and San Antonio, Texas, and Las Vegas, Nevada), which we believe provides us with a balanced portfolio and an opportunity to increase market share. Since our formation, we have delivered over 2,700 homes for total revenues of approximately $750 million. In 2012, we were one of the top 100 homebuilders in the U.S. by total closings (as ranked among public and private companies by Builder Magazine) and one of the top 5 homebuilders in Colorado by total closings.

We were formed in August 2002 when Dale Francescon and Robert Francescon sold certain predecessor companies to a new entity. At our inception, 50% of the Company was beneficially owned by Dale Francescon and Robert Francescon and 50% was owned by an affiliate of the Woodside Group, then one of the country’s largest private homebuilders. In 2010, the Woodside Group’s interest in the Company was purchased by Dale Francescon and Robert Francescon, resulting in Dale Francescon and Robert Francescon beneficially owning 100% of the equity interests in the Company. On April 30, 2013, our predecessor entity was converted from a Colorado limited liability company to a Delaware corporation pursuant to the DGCL. In addition, our properties are held through a number of subsidiaries that are wholly and directly owned by us.

Assuming that the number of homes we sold in 2013 on a pro forma basis, giving effect to the LVLH Acquisition, is representative of our closing rates generally, we believe we have approximately 14 years of land supply. Given that we expect an increase in our sales pace, we project that our currently owned and controlled land supply will generate closings through 2018. Generally (although not in all cases), the land that we purchase has the benefit of entitlements providing basic development rights to the owner. We continually evaluate new communities and expect to have an attractive pipeline of land acquisition opportunities.

During 2013, we have seen increased home construction, home sales and revenue compared to 2012. In addition, we have seen increased gross margin and backlog compared to 2012.

The core of our business plan is to acquire and develop land strategically, based on our understanding of population growth patterns, entitlement restrictions and infrastructure development. We focus on locations within our markets with convenient access to metropolitan areas that are generally characterized by diverse economic and employment bases and demographics and increasing populations. We believe these conditions create strong demand for new housing, and these locations represent what we believe to be attractive opportunities for long-term growth. We also seek assets that have desirable characteristics, such as good access to major job centers, schools, shopping,

recreation and transportation facilities, and we strive to offer a broad spectrum of product types in these locations. Cutting edge product development, as well as exemplary customer service, are key components of the lifestyle connection we seek to establish with each individual homebuyer. Our construction expertise across an extensive product offering allows us flexibility to pursue a wide array of land acquisition opportunities and appeal to a broad range of potential homebuyers, from entry-level to first- and second-time move-up homebuyers and even some move-down homebuyers. Additionally, we believe our diversified product strategy enables us to adapt quickly to changing market conditions and to optimize returns while strategically reducing portfolio risk.

According to a report from JBREC, all of our core historical markets, consisting of Denver, Colorado Springs, and Fort Collins, Colorado, are currently experiencing positive job and population growth. JBREC is forecasting that the average annual job growth by core market area will range from 1.3% to 2.3% through 2015, while the average annual population growth rate by primary market area will range from 1.2% to 1.7% during the same period. In addition, Texas and Las Vegas, Nevada, into which we recently expanded, and Southern California, into which we plan to expand, continue to experience positive job and population growth.

Capital Raising

In May 2013, we completed a private offering and a private placement of 12,075,000 shares of our common stock, in reliance on Rule 144A and Regulation S under the Securities Act, and pursuant to the exemption from registration provided in Rule 506 of Regulation D under the Securities Act, where we received net proceeds of approximately $223.8 million. We used the net proceeds from the May 2013 private offering and private placement for the acquisition and development of land, home construction and other related purposes, including approximately $38 million for debt repayment, $62 million for the acquisition of lots, $19 million for development costs, $16 million for the acquisition of Jimmy Jacobs and to partially fund the LVLH Acquisition.

Recent Developments

LVLH Acquisition

Senior unsecured revolving credit facility

Our Competitive Strengths

We believe the following strengths will provide us with a significant competitive advantage in implementing our business strategy:

Cycle-Tested Management Team

Prior to forming our predecessor company in 2002, Dale Francescon and Robert Francescon served as Co-Division Presidents for D.R. Horton, one of the largest homebuilders in the United States, and prior to that, they owned and operated Trimark Communities when it was the largest builder of attached for-sale homes in Colorado. In 1996, Dale Francescon and Robert Francescon sold Trimark Communities to D.R. Horton for a valuation in excess of 3.0 times its book value. Our senior management team’s combined real estate industry experience through peak markets and down markets spanning numerous market cycles has enabled them to learn to adapt and adjust to changing and varied market factors. We believe that the strong prior experience of our senior management team over various economic cycles provides us with a distinct and significant competitive advantage that optimizes our chances of success in any market.

Proven and Profitable Business Model

To maintain our consistent profitability over the long term, we employ a well-developed land acquisition strategy and strive to control costs through a stringent process of setting realistic budgets and expectations, monitoring and evaluating them throughout the lifecycle of each project, and making any necessary adjustments to correct deviations going forward. We believe these practices will allow us to maintain our consistent profitability over the long term.

Attractive Land Positions in Core Markets

As of December 31, 2013, we owned and controlled approximately 89 communities containing 8,341 lots in various stages of development. 3,039 of these lots are finished or partially developed and another 5,302 are already entitled for residential construction. Assuming that the number of homes we sold in 2013 on a pro forma basis, giving effect to the LVLH Acquisition, is representative of our closing rates generally, we believe we have approximately 14 years of land supply. Given that we expect an increase in our sales pace, we project that our currently owned and controlled land supply will generate closings through 2018.

Land Sourcing and Evaluation Capabilities

Our management team’s deep and wide-ranging knowledge of various Western U.S. land markets and our ability to quickly and efficiently identify, acquire and develop land in desirable locations and on favorable terms are the hallmarks of our success. We believe that our processes, procedures and operating disciplines will enable us to transfer these strengths from our existing markets in metropolitan Colorado to our continued expansion into Texas and planned entry into other markets in the Western United States, through establishment of local offices with local personnel and strategic acquisitions and/or partnerships with participants in the specific local markets. We evaluate land opportunities based on how we expect they will contribute to overall corporate profitability and returns, rather than how they might drive volume on a regional or submarket basis. Our land evaluation process is meant to reduce

development and market cycle risk and involves reviewing the status of entitlements and other governmental processing, preparing detailed budgets for all cost categories, completing environmental reviews and third-party market studies and engaging architects and consultants to review our proposed acquisitions and design our homes and communities. In addition, because we efficiently perform preliminary due diligence on land parcels prior to committing to an acquisition, we believe we have developed a reputation as a buyer who can act quickly and decisively, which has created significant opportunities for us in our core markets. We believe that this reputation will carry over as we expand our business into additional markets.

Disciplined Investment Approach

Our management team has gained significant operating expertise, including managing components of much larger public homebuilders, through many varied economic cycles. The perspective gained from these experiences has helped shape the strict discipline and hands-on approach with which the Company is managed. Our management team has learned to effectively evaluate the market, and we believe that we react quickly, calmly and rationally to changes. For example, we have not made significant investments in rising markets when we believed that costs were too high, and we have not been afraid to invest in down markets when we found prices attractive. Combined with our cycle-tested management approach, where we balance on-site local day-to-day decision-making responsibility with centralized corporate oversight, and have a hands-on aspect that includes monthly financial and operating performance updates on each project and quarterly operating committee review and financial accountability at the project management level, our strict operating discipline provides us with a competitive advantage in maximizing returns while minimizing risk.

Superior Product Design

We are a builder with a wide variety of product lines and an extensive library of design plans that enable us to meet the specific needs of each of our targeted buyer profiles, which we believe provides us with a balanced portfolio and an opportunity to increase market share and maximize profitability. We have demonstrated expertise in effectively building homes across product offerings from entry-level through first-time and second-time move-up and even move-down housing. We devote significant time to researching and designing our homes to better meet the needs of our buyers through the use of architects, consultants and homeowner focus groups for all levels and price points in our target markets. We believe our diversified product strategy enables us to better serve a wide range of buyers, adapt quickly to changing market conditions and optimize performance and returns while strategically reducing portfolio risk. We determine the profiles of buyers we plan to attract in a given development, and design neighborhoods and homes with the specific needs of those buyers in mind. By providing a more customized product mix of varying lot sizes, product types and amenities in our communities, and addressing underserved segments, we believe we can accelerate the absorption of our subdivisions, maximize profitability and earn attractive returns for our stockholders.

Furthermore, we strive to attract a diverse group of buyers by designing multi-product neighborhoods within many of our communities that will be desirable for homebuyers at differing income levels and with different needs. Our core operating philosophy is to provide a positive, memorable experience to our homeowners through active engagement in the building process, and providing our customers with customization options to suit their lifestyle needs, and enhancing communication, knowledge, and satisfaction. We engineer our homes for energy-efficiency, which is aimed at reducing the impact on the environment and lowering energy costs to our homebuyers; as part of these efforts, we offer homebuyers environmentally friendly alternatives, such as the ability to utilize solar power to supplement a home’s energy needs. We believe that today’s home buying families have different ideas about the kind of home and buying experience they want, such as a desire for open floor plans, outdoor living spaces and energy efficient homes. As a result, our selling process focuses on the homes’ features, benefits, quality and design, in addition to the traditional metrics of price and square footage. Our goal is not just to build houses but rather to create desirable communities through superior design and execution. Collectively, we believe these steps enhance the selling process, lead to a more satisfied homeowner, increase the number of buyers referred to our communities and generate higher profit margins.

Our Business Strategy

Our business strategy is focused on land acquisition and development, entitlements, and the acquisition, development, construction, marketing, sale and management of single-family detached and attached homes in major metropolitan markets, including Colorado, Texas, Nevada, and other markets in the Western United States.

Our business strategy is driven by the following:

Acquire Land Opportunistically and Leverage Development Expertise

Our ability to identify, acquire and, if necessary, develop land in desirable locations and on favorable terms is the hallmark of our success. The core of our business plan is to secure land strategically, based on our understanding of population growth patterns, entitlement restrictions and infrastructure development. We do not speculate with respect to our land acquisitions, and we usually acquire land at various stages of development to place into our production cycle. Our land acquisition strategy focuses on finished lots as well as the development of entitled parcels that we can build homes on within approximately 24 to 36 months from the beginning of construction of the first home to close out of the community, plus an additional one to two years, if necessary, for the entitlement and development of land, in order to reduce development and market cycle risk while maintaining an inventory of owned lots and lots under land option contracts sufficient for the construction of homes in our business plan. Our determination as to whether we buy finished lots or raw land depends on pricing and other factors we deem relevant to maximizing profitability. We seek to minimize our exposure to land risk through disciplined management of entitlements and development, as well as the use of land options, where appropriate.

We evaluate land opportunities based on how we expect they will contribute to overall corporate profitability and returns, rather than how they might drive volume on a regional or submarket basis. We will continue to use our relationships with land sellers, brokers and investors to seek to obtain the “first look” at quality land opportunities as well as develop those relationships in our target and planned new markets. We expect to continue to allocate capital to pursue creative deal structures and other opportunities with the goal of achieving superior returns by utilizing our development expertise, efficiency and opportunistic mindset.

We will continue to combine our land development expertise with our homebuilding operations to increase the flexibility of our business, to enhance our margin performance and to control the timing of delivery of lots. Unlike many of our competitors, we believe we are able and willing to increase the value of our land portfolio through the zoning and engineering process by creating attractive land use plans and optimizing our use of land, which ultimately translates into greater opportunities to generate profits. While we focus on purchasing finished lots that generate an acceptable level of return, we will enter into land purchase contracts for undeveloped and, on occasion, unentitled land, which purchase contracts would include contingencies conditioning our obligation to purchase the land on our successful entitlement of such property. In so doing, we believe we are able to obtain better pricing on such unfinished and, on occasion, unentitled land, while mitigating risks associated with the entitlement process by including applicable contingencies in the land purchase contract. Such a strategy we believe enables us to deploy our well-established land development and entitlement capabilities in each of our markets, allowing us to generate margins both from land development and homebuilding.

Disciplined Management of Land Supply

We intend to maintain a consistent approach to land positioning within our core markets and new markets in the foreseeable future in an effort to concentrate a greater amount of our land inventory in areas with the attractive characteristics described above. We also intend to continue to combine our land development expertise with our homebuilding operations to increase the flexibility of our business, enhance our margin performance and control the timing of delivery of lots.

Provide Superior Quality and Homeowner Experience and Service

Our core operating philosophy is to provide a positive, memorable experience to our homeowners through active engagement in the building process, and providing our customers with customization options to suit their lifestyle needs, and enhancing communication, knowledge and satisfaction. We engineer our homes for energy-efficiency, which is aimed at reducing the impact on the environment and lowering energy costs to our homebuyers; as part of these efforts, we offer homebuyers environmentally friendly alternatives, such as the ability to utilize solar power to supplement a home’s energy needs.

We seek to maximize customer satisfaction by offering homes that are built with quality materials and craftsmanship, exhibit distinctive design and floor plans, emphasize energy efficiency and are situated in premium locations. Our competitive edge in the selling process focuses on the home’s features, design and available customizing options. We believe that our homes generally offer higher quality and more distinctive designs within a defined price range or category than those built by our competitors. Our goal is not just to build houses, but rather to create desirable communities through superior design and execution.

Expand into New and Complementary Markets

We intend to explore expansion opportunities in other parts of the Western United States. Our strategy in this regard will be to expand first into similar market niches in areas where we perceive an ability to exploit a competitive advantage. The expansion may be effected through acquisitions of homebuilders operating in those new markets. We recently completed the Jimmy Jacobs Acquisition in Austin, Texas, and the LVLH Acquisition in Las Vegas, Nevada, with further expansion planned into these and other major metropolitan areas in the Western United States. We initially chose to focus on the Denver, Colorado Springs and Fort Collins markets in Colorado because we viewed such metropolitan areas as having unique demographic features, including higher than average anticipated growth in population and income. Likewise, we believe that Texas was less severely affected than other U.S. states by the recent economic downturn and that Texas, Nevada and California will experience above average population and personal income growth in the future.

Utilize Prudent Leverage

Adhere to Our Core Operating Principles to Drive Consistent Long-Term Performance

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leveraging our management team’s significant experience, extensive relationships and strong reputation with local market participants to operate and grow our business;

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balancing decentralized, local, day-to-day decision-making responsibility with centralized corporate oversight;

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centralizing management approval of all land acquisitions and dispositions through an asset management committee that operates under stringent underwriting requirements;

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ensuring all team members understand the organization’s strategy and the goals of the business and have the tools to contribute to our success;

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attracting and retaining top talent through a culture in which team members are encouraged to contribute to our success and are given the opportunity to recognize their full potential; and

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maintaining a performance-based corporate culture committed to the highest standards of integrity, ethics and professionalism.

Focus on Efficient Operations

In connection with all of our projects, we strive to control costs through a stringent budget plan. We start by preparing a detailed budget for all cost categories as part of our due diligence. We closely monitor the budget throughout the process by continuing to revisit and update the budget on an ongoing basis. Virtually all components of our homes are provided by subcontractors. Much effort is expended to assure that scopes of work are complete and inclusive. Contract variances and extras are closely scrutinized for appropriateness. At the sale and closing of each home in a project, we compare the estimated and final margin of that house with the most recent budget to determine any negative variances so that we can adjust in order to better control costs on future homes in the project. We believe our disciplined process of setting realistic budgets and expectations, monitoring and evaluating them and making any necessary adjustments to correct deviations going forward enables us to prudently control our costs.

Drive Revenue by Opening New Communities From Existing Land Supply

Based on our current land position, we expect to drive revenue by opening new communities from our existing land supply. Our land supply provides us with the opportunity to increase our average annual active community count. As of December 31, 2013, we had 89 communities, of which 23 were actively selling. Additionally, as of December 31, 2013, we owned and controlled approximately 8,341 lots in various stages of development. 3,039 of these lots are finished or partially developed and another 5,302 are already entitled for residential construction. Assuming that the number of homes we sold in 2013 on a pro forma basis, giving effect to the LVLH Acquisition, is representative of our closing rates generally, we believe we have approximately 14 years of land supply. Given that we expect an increase in our sales pace, we project that our currently owned and controlled land supply will generate closings through 2018.

Our Markets

Our business strategy is currently focused on the design, construction and sale of single-family detached and attached homes in major metropolitan markets in Colorado, Texas, and Nevada, with further expansion planned into other major metropolitan areas in the Western United States by the end of 2016. In Colorado, we principally operate in the greater Denver, Fort Collins and Colorado Springs metropolitan areas. We anticipate that we will utilize our existing relationships to expand into Texas and other markets in the Western United States. We initially chose to focus on the Denver, Colorado Springs and Fort Collins markets in Colorado because we viewed those metropolitan areas as having unique demographic features, including higher than the national average anticipated growth in population and income. Likewise, we believe that Texas was less severely affected by the recent economic downturn and that both Texas and California will experience population and personal income growth above the national average in the future.

In evaluating any location, we generally look for land or communities with convenient access to metropolitan areas that are generally characterized by diverse economic and employment bases and demographics and increasing populations. We believe these conditions create strong demand for new housing, and these locations represent what we believe to be attractive opportunities for long-term growth. We also seek assets that have desirable characteristics, such as good access to major job centers, schools, shopping, recreation and transportation facilities.

We secure land strategically, based on our understanding of current market size, population growth patterns and anticipated growth, entitlement restrictions, infrastructure development and total land supply.

Our Products

We offer a wide range of high-quality homes to consumers in our markets, ranging from entry-level and move down homes (typically single family attached homes from 1,000 to 2,500 square feet) to first and second move-up homes (typically single family detached homes from 2,000 to in excess of 4,000 square feet). We strive to maintain appropriate consumer product and price level diversification. We target what we believe to be the most profitable consumer groups for each of our locations while attempting to diversify so that our land portfolio is not overly concentrated in any one group. Our ability to build at multiple price points enables us to adjust readily to changing consumer preferences and affordability. We generally market our homes to entry-level and first- and second-time move-up buyers through targeted product offerings in each of the communities in which we operate. We determine the profile of buyers we hope to address in a given development, and design neighborhoods and homes with the specific needs of those buyers in mind. We also use measures of market-specific supply and demand to determine which consumer groups will be the most profitable in a specific land location, and then target those groups.

Our communities consist of single-family detached and/or attached homes, depending on what we believe is optimal for a community. Our single-family detached homes are marketed to first- and second-time move-up buyers. These single-family detached homes in our Colorado markets range in size from 1,500 to in excess of 4,000 square feet, with most being 2,000 to 3,000 square feet, and are priced from $250,000 to $900,000, with most selling in the mid $300,000s. Our single-family attached homes are marketed to entry-level and move-down homebuyers. These single-family attached homes in our Colorado markets range in size from 1,000 to 2,500 square feet and are priced from $150,000 to the low $400,000s.

We have developed a number of home designs with features such as outdoor living spaces, one-story living and first floor master bedroom suites to appeal to universal design needs, as well as building in communities with recreational amenities such as golf courses, pool complexes, country clubs and recreation centers. We have integrated these designs and features in many of our homes and communities. Our extensive library of design plans allows us to provide the right design to fit the market. We devote significant time to researching and designing our homes to better meet the needs of our buyers through the use of architects, consultants and homeowner focus groups for all levels and price points in our target markets.

Description of Owned and Controlled Communities

Summary of Owned and Controlled Communities

As of April 1, 2014


Market	Communities		Lots Owned		Lots Controlled ⁽¹⁾		Total Lots Owned/ Controlled ⁽¹⁾		Product Type ⁽²⁾
Austin, TX		20		161		1,544		1,705	SFD
Colorado Springs, CO		9		305		182		487	SFA/SFD
Denver, CO		49		2,443		1,713		4,156	SFA/SFD
Las Vegas, NV		9		1,849		—		1,849	SFD
Northern Colorado		6		142		507		649	SFD
San Antonio, TX		6		6		1,243		1,249	SFD

Total		99		4,906		5,189		10,095

⁽¹⁾	Includes 726 lots that are under non-binding letters of intent.

⁽²⁾	Product type SFA and SFD denote Single Family Attached and Single Family Detached, respectively.

Century Communities’ Key Lot Positions as of April 1, 2014

LOGO

Land Acquisition and Development Process

As of December 31, 2013, we owned and controlled approximately 89 communities containing 8,341 lots in various stages of development. This compares to 39 communities containing 3,072 lots as of December 31, 2012 and 32 communities containing 2,220 lots as of December 31, 2011. In addition, we acquired approximately five communities containing 1,761 lots in various stages of development in the LVLH Acquisition on April 1, 2014.

Additionally, as of March 31, 2014, we were a party to four non-binding letters of intent and one pending contract to acquire additional lots. These pending contracts and non-binding letters of intent contemplate our acquisition of an aggregate of four communities containing 656 lots.

Communities Owned and Controlled


	Total Communities Owned and Controlled		Total Lots Owned and Controlled
As of December 31, 2013		89		8,341
As of December 31, 2012		39		3,072
As of December 31, 2011		32		2,220

Our land acquisition strategy focuses on the development of projects that we can complete and close out within approximately 24 to 36 months from the beginning of construction of the first home, plus an additional one to two years, if necessary, for the entitlement and development of land, in order to reduce development and market cycle risk while maintaining an inventory of owned lots and lots under land option contracts sufficient for construction of homes over a three-year period. Our acquisition process generally includes the following steps to reduce development and market cycle risk:

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review of the status of entitlements and other governmental processing, including title reviews;

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complete due diligence on the land parcel prior to committing to the acquisition;

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prepare detailed budgets for all cost categories;

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complete environmental reviews and third-party market studies;

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utilize options, if necessary; and

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employ centralized control of approval over all acquisitions through a land committee process.

Before purchasing a land parcel, we also engage outside architects and consultants to help review the proposed acquisition and design the homes and community planned to be located there.

We occasionally utilize secured acquisition and development loans and construction loans in connection with our land acquisition and development process. As of December 31, 2013, we have one such loan outstanding with a balance of approximately $1,500,000. This loan accrues interest at a rate of 3.5% per annum (paid quarterly), matures in April 2016 (three years from the date of its issuance), and is subject to customary terms for the homebuilding industry. In addition, this loan contains a provision that if we dispose of any of the lots securing the loan, then that portion of outstanding principal balance equal to the value of such lots will become due.

Land Option Contracts

We enter into land option contracts to procure land or lots for the construction of homes in the ordinary course of business. Lot option contracts enable us to control significant lot positions with a minimal capital investment and substantially reduce the risks associated with land ownership and development. As of December 31, 2013, we had outstanding options for 388 lots totaling $26.2 million. Our obligations with respect to the option contracts are generally limited to the forfeiture of the related non-refundable cash deposits. As of December 31, 2013, we had $1.9 million of non-refundable cash deposits pertaining to land option contracts.

Homebuilding, Marketing and Sales Process

Our philosophy is to provide a positive, memorable experience to our homeowners by actively engaging them in the building process and by enhancing communication, knowledge and satisfaction. We provide our customers with customization options to suit their lifestyle needs and have developed a number of home designs with features such as outdoor living spaces, one-story living and first floor master bedroom suites to appeal to universal design needs. We also engineer our homes for energy-efficiency, which is aimed at reducing impact on the environment and lowering energy costs to our homebuyers. As part of these efforts, we offer homebuyers environmentally friendly alternatives, such as solar power to supplement a home’s energy needs. We have developed a number of home designs with features such as outdoor living spaces, one-story living and first floor master bedroom suites to appeal to universal design needs.

We build both single-family detached and attached homes, depending on the community. Our single-family detached homes range in size from 1,500 to in excess of 4,000 square feet, with most being 2,000 to 3,000 square feet, and are priced from $250,000 to $900,000, with most selling in the mid $300,000s. Our single-family attached homes range in size from 1,000 to 2,500 square feet and are priced from $150,000 to the low $400,000s.

We engage architects, engineers and other professionals in connection with the home design process who are familiar with local market preferences, constraints, conditions and requirements. We serve as the general contractor, with all construction work typically performed by subcontractors. While we maintain long-standing relationships with many of our subcontractors and design professionals, we typically do not enter into long-term contractual commitments with them.

We generally market our homes to entry-level and first- and second-time move-up buyers as well as move-down buyers through targeted product offerings in each of the communities in which we operate. Our marketing strategy is determined during the land acquisition and feasibility stages of a community’s development.

We sell our homes through our own sales representatives and through independent real estate brokers. Our in-house sales force typically works from sales offices located in model homes close to or in each community. Sales representatives assist potential buyers by providing them with basic floor plans, price information, development and construction timetables, tours of model homes and the selection of options. Sales personnel are trained by us and generally have had prior experience selling new homes in the local market. Our personnel, along with subcontracted marketing and design consultants, carefully design the exterior and interior of each home to coincide with the lifestyles of targeted homebuyers.

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We advertise directly to potential homebuyers through the Internet and in newspapers and trade publications, as well as through marketing brochures and newsletters. We may also use billboards, radio and television advertising, and our website, to market the location, price range and availability of our homes. We also attempt to operate in conspicuously located communities that permit us to take advantage of local traffic patterns. Model homes play a significant role in our marketing efforts by not only creating an attractive atmosphere, but also by displaying options and upgrades.

A new order is reported when a customer’s sales contract has been signed by the homebuyer, approved by us, and secured by a deposit. We may start construction of a home when a customer has selected a lot, chosen a floor plan and received preliminary mortgage approval. However, construction may begin prior to that point in order to satisfy market demand for completed homes and to facilitate construction scheduling and/or cost savings. Homebuilding revenues are recognized when home sales are closed, title and possession are transferred to the buyer, and there is no significant continuing involvement from us, subject to the product warranties we provide for the homes.

Our sales contracts typically require an earnest money deposit. Buyers are generally required to pay an additional earnest deposit when they select options or upgrades for their homes. The amount of earnest money required varies between markets and communities, but typically averages 2.75% of the total purchase price of the home. Most of our sales contracts stipulate that when homebuyers cancel their contracts with us, we have the right to retain their earnest money and option deposits. Our sales contracts may also include contingencies that permit homebuyers to cancel and receive a partial refund of their deposits if they cannot obtain mortgage financing at prevailing or specified interest rates within a specified time period, or if they cannot sell an existing home. The length of time between the signing of a sales contract for a home and delivery of the home to the buyer may vary, depending on customer preferences, permit approval, and construction cycles.

The cancellation rate of buyers who contracted to buy a home but did not close escrow (as a percentage of overall orders) was approximately 20% during the year ended December 31, 2013, and 17% during the year ended December 31, 2012. Cancellation rates are subject to a variety of factors beyond our control such as adverse economic conditions and increases in mortgage interest rates.

Customer Relations, Quality Control and Warranty Programs

We pay particular attention to the product design process and carefully consider quality and choice of materials in order to attempt to eliminate building deficiencies. The quality and workmanship of the subcontractors we employ are monitored and we make regular inspections and evaluations of our subcontractors to seek to ensure our standards are met.

We maintain quality control and customer service staff whose role includes providing a positive experience for each customer throughout the pre-sale, sale, building, closing and post-closing periods. These employees are also responsible for providing after sales customer service. Our quality and service initiatives include taking customers on a comprehensive tour of their home prior to closing and using customer survey results to improve our standards of quality and customer satisfaction.

Warranty Programs

We provide each homeowner with product warranties covering workmanship and materials for one year from the time of closing, and warranties covering structural systems for eight to ten years from the time of closing in connection with our general liability insurance policy. We believe our warranty program meets or exceeds terms customarily offered in the homebuilding industry. The subcontractors who perform most of the actual construction also provide to us customary warranties on workmanship. We reserve 0.6% of the sale price of each home for future warranty expenses.

Customer Financing

We seek to assist our homebuyers in obtaining financing by arranging with mortgage lenders to offer qualified buyers a variety of financing options. Most homebuyers utilize long-term mortgage financing to purchase a home,

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and mortgage lenders will usually make loans only to qualified borrowers. In the future, we plan to vertically integrate mortgage underwriting into our business which will enable us to offer our homebuyers attractive financing options.

Materials

When constructing homes we use various materials and components. It has typically taken us four to six months to construct a home, during which time materials are subject to price fluctuations. Such price fluctuations are caused by several factors, among them seasonal variation in availability and increased demand for materials as a result of the improved housing market.

Seasonality

We experience seasonal variations in our quarterly operating results and capital requirements. Historically, new order activity is highest during the spring and summer months. As a result, we typically have more homes under construction, close more homes, and have greater revenues and operating income in the third and fourth quarters of our fiscal year. Historical results are not necessarily indicative of current or future homebuilding activities.

Governmental Regulation and Environmental Matters

We are subject to numerous local, state, federal and other statutes, ordinances, rules and regulations concerning zoning, development, building design, construction and similar matters which impose restrictive zoning and density requirements in order to limit the number of homes that can eventually be built within the boundaries of a particular area. Projects that are not entitled may be subjected to periodic delays, changes in use, less intensive development or elimination of development in certain specific areas due to government regulations. We may also be subject to periodic delays or may be precluded entirely from developing in certain communities due to building moratoriums or “slow-growth” or “no-growth” initiatives that could be implemented in the future. Local and state governments also have broad discretion regarding the imposition of development fees for projects in their jurisdiction. Projects for which we have received land use and development entitlements or approvals may still require a variety of other governmental approvals and permits during the development process and can also be impacted adversely by unforeseen health, safety and welfare issues, which can further delay these projects or prevent their development.

We are also subject to a variety of local, state, federal and other statutes, ordinances, rules and regulations concerning the environment. The particular environmental laws which apply to any given homebuilding site vary according to the site’s location, its environmental conditions, and the present and former uses of the site, as well as adjoining properties. Environmental laws and conditions may result in delays, may cause us to incur substantial compliance and other costs, and can prohibit or severely restrict homebuilding activity in environmentally sensitive regions or areas. From time to time, the Environmental Protection Agency (which we refer to as the “EPA”) and similar federal or state agencies review homebuilders’ compliance with environmental laws and may levy fines and penalties for failure to strictly comply with applicable environmental laws or impose additional requirements for future compliance as a result of past failures. Any such actions taken with respect to us may increase our costs. Further, we expect that increasingly stringent requirements will be imposed on homebuilders in the future. Environmental regulations can also have an adverse impact on the availability and price of certain raw materials such as lumber.

Under various environmental laws, current or former owners of real estate, as well as certain other categories of parties, may be required to investigate and clean up hazardous or toxic substances or petroleum product releases, and may be held liable to a governmental entity or to third parties for property damage and for investigation and cleanup costs incurred by such parties in connection with the contamination. In addition, in those cases where an endangered species is involved, environmental rules and regulations can result in the elimination of development in identified environmentally sensitive areas. To date, we have never had a significant environmental issue.

Competition and Market Factors

We face competition in the homebuilding industry, which is characterized by relatively low barriers to entry. Homebuilders compete for, among other things, home buying customers, desirable land parcels, financing, raw materials and skilled labor. Increased competition may prevent us from acquiring attractive land parcels on which to build homes or make such acquisitions more expensive, hinder our market share expansion or lead to pricing pressures on our homes that may adversely impact our margins and revenues. Our competitors may independently develop land and construct housing units that are superior or substantially similar to our products, or may be significantly larger, have a longer operating history and have greater resources or lower cost of capital than us; accordingly, they may be able to compete more effectively in one or more of the markets in which we operate or plan to operate. We also compete with other homebuilders that have longstanding relationships with subcontractors and suppliers in the markets in which we operate or plan to operate and we compete for sales with individual resales of existing homes and with available rental housing.

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Employees

As of December 31, 2013, we had 181 employees, 55 of whom were sales and marketing personnel, 63 of whom were executive, management and administrative personnel and 63 of whom were involved in construction. We recently hired additional employees as a result of the LVLH Acquisition. We believe that our relations with our employees and subcontractors are good.

Legal Proceedings

We are involved in certain legal proceedings incidental to business operations occurring in the ordinary course of business. While the outcome of these matters are not presently determinable, any ultimate liability beyond insurance and reserves is not expected to have a material adverse impact on our results of operations, financial position or cash flows.

Corporate Information

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MANAGEMENT

Executive Officers and Directors

Our board of directors consists of five directors. Of these five directors, we believe that three, constituting a majority, are considered “independent,” with independence being determined in accordance with the listing standards established by the New York Stock Exchange. Our directors will serve for one-year terms and until their successors are duly elected and qualified. There will be no cumulative voting in the election of directors. Consequently, at each annual meeting, the successors to each of our five directors will be elected by a plurality of the votes cast at that meeting.

Set forth below are the names, ages and positions of our directors and executive officers as of the date of this prospectus.


Name	Age		Position with the Company
Dale Francescon		61	Chairman of our Board of Directors and Co-Chief Executive Officer
Robert J. Francescon		56	Co-Chief Executive Officer and Director
David L. Messenger		43	Chief Financial Officer
Kenneth J. Rabel		52	Division President-Colorado
Steven M. Hayes		47	Division President-Central Texas
Don A. Boettcher		54	Division President-Las Vegas
James M. Lippman		56	Independent Director
William F. Owens		63	Independent Director
Keith R. Guericke		65	Independent Director

Biographical Information

Current Directors and Executive Officers

The following is a summary of certain biographical information concerning our current directors and our executive officers.

Dale Francescon . Mr. Dale Francescon serves as our Co-Chief Executive Officer and has served as the Chairman of our Board of Directors since April 30, 2013. Mr. Dale Francescon possesses a broad background in all facets of operating a real estate company, and has had direct responsibility for the acquisition, financing, development, construction, sale and management of various residential projects including land development, single-family homes, townhomes, condominiums and apartments. These projects total in excess of 10,000 units and $2 billion in value. Mr. Dale Francescon has successfully managed the Company, a Top 100 national and Top 5 Colorado homebuilder, through successive profitable years, in various economic cycles, from inception in August 2002 to the present. Prior to the formation of the Company, from 1996 to 2000, Mr. Dale Francescon served as Co-Division President for D.R. Horton, the largest homebuilder in the United States. During that time, his division achieved among the highest profitability and return on investment as compared to the other Horton divisions. Prior to his tenure at D.R. Horton, Mr. Dale Francescon owned and operated Trimark Communities from 1993 to 1996 when it was sold to D.R. Horton. Trimark Communities was the largest builder of attached, for sale homes in the state of Colorado. Mr. Dale Francescon is actively involved in various civic and professional organizations. Mr. Dale Francescon is licensed in the state of Colorado as a real estate broker and in the state of California as an attorney (inactive) and a certified public accountant (inactive). Mr. Dale Francescon received his B.S. in Business Administration from the University of Southern California and a J.D. from Loyola University School of Law. Mr. Dale Francescon, as a co-founder of the Company, is qualified to serve as a director due to his familiarity with our history and operations, his expertise in the homebuilding industry, and his 25 years of experience operating real estate companies.

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Robert J. Francescon . Mr. Robert Francescon serves as our Co-Chief Executive Officer and has served as a member of our Board of Directors since April 30, 2013. Mr. Robert Francescon possesses a broad background in all facets of operating a real estate company, and has had direct responsibility for the acquisition, financing, development, architecture, construction, sale and management of various residential projects including land development, single-family homes, townhomes, condominiums and apartments. These projects total in excess of 10,000 units and $2 billion in value. Mr. Robert Francescon has successfully managed the Company, a Top 100 national and Top 5 Colorado homebuilder, through successive profitable years, in various economic cycles, from inception in August 2002 to the present. Prior to the formation of the Company, from 1996 to 2000, Mr. Robert Francescon served as Co-Division President for D.R. Horton, the largest homebuilder in the United States. During that time, his division achieved among the highest profitability and return on investment as compared to the other Horton divisions. Prior to his tenure at D.R. Horton, Mr. Robert Francescon owned and operated Trimark Communities from 1993 to 1996 when it was sold to D.R. Horton. Trimark Communities was the largest builder of attached, for sale homes in the state of Colorado. Mr. Robert Francescon also has management experience working in a variety of financial institutions, including thrifts and the Federal Home Loan Mortgage Corporation. Mr. Robert Francescon is actively involved in various civic and professional organizations. Mr. Robert Francescon received his B.S. in Business Administration from the University of Southern California. Mr. Robert Francescon, as a co-founder of the Company, is qualified to serve as a director due to his familiarity with our history and operations, his management experience in various business enterprises, and his 25 years of experience as a senior executive within the homebuilding industry.

David L. Messenger . Mr. David Messenger serves as our Chief Financial Officer and has been employed by the Company since June 2013. Mr. Messenger has extensive experience in finance and accounting for real estate companies. His direct responsibilities are overseeing all accounting, finance, capital markets, risk management and financial planning and analysis. Prior to his tenure at the Company, Mr. Messenger was at UDR, Inc., a publicly traded multifamily real estate investment trust, from August 2002 to May 2012, most recently as Chief Financial Officer. From June 2012 to February 2013, Mr. Messenger served as an independent consultant for UDR, Inc. Mr. Messenger is licensed in the State of Virginia as a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants and the Virginia Society of Certified Public Accountants. Mr. Messenger received a B.B.A. and M.A. in Accounting from the University of Iowa.

Kenneth J. Rabel . Mr. Rabel serves as our Division President-Colorado and has been employed by the Company since August 2009. Mr. Rabel has extensive experience in all aspects of homebuilding spanning over a 30 year career. His direct responsibilities are overseeing construction, purchasing, product development and customer service functions. Prior to his tenure at the Company, Mr. Rabel spent 20 years at MDC/Richmond American Homes, a publicly traded Top 10 national homebuilder in various positions including serving as Division President in the corporate headquarters. Mr. Rabel holds a Class B National Standard Contractors License and various other general contracting licensees. Mr. Rabel has been actively involved in the Colorado Homebuilders Association along with various civic organizations.

Steven M. Hayes . Mr. Hayes serves as our Division President-Central Texas and has been employed by the Company since June 2013. Mr. Hayes has extensive experience in all aspects of homebuilding spanning his 25 year career. His direct responsibilities are overseeing construction, purchasing, product development and customer service functions. Prior to his tenure at the Company, Mr. Hayes spent 19 years at McGuyer Homebuilders, Inc. in various positions, including serving as Division President for the most recent 14 years. Mr. Hayes received a B.B.A. from Midwestern State University.

Don A. Boettcher . Mr. Boettcher serves as our Division President-Las Vegas and has been employed by our company since April 2, 2014. Mr. Boettcher has extensive experience in all aspects of homebuilding spanning his 25 year career. His direct responsibilities are overseeing construction, purchasing, product development and customer service functions. Prior to his tenure at our company, Mr. Boettcher spent four years as President of Dunhill Homes. Prior to Dunhill Homes, Mr. Boettcher spent 23 years at Pulte Homes, Inc., a publicly traded national homebuilder, in various positions, including serving as Area Vice President and Division Vice President of Land. Mr. Boettcher received a B.S. in Accounting from the University of Nebraska.

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James M. Lippman. Mr. Lippman is a director and has served on our Board of Directors since May 7, 2013. Mr. Lippman founded JRK Property Holdings in 1991 and currently serves as its Chairman and Chief Executive Officer. From an initial purchase of five multifamily properties, JRK has grown to a national leader in the commercial real estate sector. In 2011, JRK was featured as the 25th largest Multifamily Owner and Manager in the U.S. by the National Multi Housing Council and ranked 27th in the nation by Multifamily Executive Magazine. Mr. Lippman currently serves on the Board of Trustees of Union College. Prior to founding JRK, Mr. Lippman was the managing director of the Signature Group, where he managed a $1 billion, diversified real estate portfolio that included direct and indirect ownership in commercial properties as well as various debt and equity securities. Mr. Lippman also worked on Wall Street for many years where he traded equities, options and commodities for proprietary investment accounts. Mr. Lippman earned a B.A. in Economics and Political Science from Union College. Mr. Lippman is qualified to serve as a director because of his extensive leadership experience within the real estate industry, his financial management expertise, and his extensive contacts with senior real estate executives throughout the United States.

William F. Owens . Mr. Owens is a director and has served on our Board of Directors since May 7, 2013. Mr. Owens served as Governor of Colorado from 1999 to 2007, as Colorado State Treasurer from 1995 to 1999, and, prior to that, as a Colorado State legislator. Before his public service, Mr. Owens was on the consulting staff at Touche Ross & Co. (now Deloitte & Touche, LLP) and served as Executive Director of the Colorado Petroleum Association, which represented more than 400 energy firms doing business in the Rocky Mountain region. Currently, Mr. Owens is a Managing Director of Renew Strategies LLC, a Denver-based water development firm. Mr. Owens is also a Member of Bill Owens LLC, through which he has conducted his consulting business since January 2007. Mr. Owens serves on the boards of Key Energy Services, Cloud Peak Energy Inc., Federal Signal Corporation, and Bill Barrett Corporation and is a Senior Fellow at the University of Denver’s Institute for Public Policy Studies. Mr. Owens holds a Master’s in Public Affairs from the University of Texas at Austin and earned his B.S. at Stephen F. Austin State University. Mr. Owens is qualified to serve as a director because of his experience as a consultant to various business enterprises, his experience as a board member of other publicly traded companies, his involvement in government and policymaking and his financial expertise.

Keith R. Guericke . Mr. Guericke is a director and has served on our Board of Directors since May 7, 2013. Mr. Guericke has served as a Director of the Board of Essex Property Trust, Inc., (which we refer to as “Essex”) since June 1994. In 2002, Mr. Guericke was elected to the position of Vice Chairman of the Board a position he still holds. He held the position of President and Chief Executive Officer of Essex from 1988 through 2010. Effective January 2011, Mr. Guericke retired from his position as an Executive Officer. Mr. Guericke joined Essex’s predecessor, Essex Property Corporation, in 1977 to focus on investment strategies and portfolio expansion. Mr. Guericke prepared Essex for its initial public offering in 1994, and since then has overseen the significant growth of the Essex multifamily portfolio in supply-constrained markets along the West Coast. Mr. Guericke is a member of NAREIT the National Multi-Housing Council, and several local apartment industry groups. Mr. Guericke also serves as a Director of the Board of American Residential Properties. Prior to joining Essex, Mr. Guericke began his career with Kenneth Leventhal & Company, a certified public accounting firm noted for its real estate expertise. Mr. Guericke received his B.S. in Accounting from Southern Oregon College in 1971. Mr. Guericke is qualified to serve as a director because of his extensive leadership experience at a publicly traded company, his expansive knowledge of the real estate industry, his strong relationships with many executives at real estate companies throughout the United States and his expertise in accounting and finance.

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Family Relationships

Messrs. Dale Francescon and Robert Francescon are brothers. There are no other family relationships among any of our directors or executive officers.

Board of Directors

The number of members of our board of directors will be determined from time-to-time by action of our board of directors. Our board of directors currently consists of five persons. After the completion of this offering, we expect our board of directors to determine that five of our directors, constituting a majority, satisfy the listing standards for independence of the New York Stock Exchange and Rule 10A-3 under the Exchange Act.

Our board of directors believes its members collectively have or will have the experience, qualifications, attributes and skills to effectively oversee the management of the Company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing the Company, a willingness to devote the necessary time to board duties, a commitment to representing the best interests of the Company and our stockholders and a dedication to enhancing stockholder value.

Role of our Board of Directors in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors administers this oversight function directly, with support from its three standing committees (the audit committee, the compensation committee and the nominating and corporate governance committee), each of which will address risks specific to its respective areas of oversight. In particular, our audit committee will have the responsibility to consider and discuss our major financial risk exposures and the steps our management takes to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee will also monitor compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our compensation committee will assess and monitor whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our nominating and corporate governance committee will provide oversight with respect to corporate governance and ethical conduct and will monitor the effectiveness of our corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating conduct.

Committees of our Board of Directors

Our board of directors has established three committees: the audit committee, the compensation committee and the nominating and corporate governance committee. Each of these committees consists of three members, each of whom satisfies the independence standards of the New York Stock Exchange.

Audit Committee . Our board of directors has established an audit committee, which is comprised of our three independent directors, James M. Lippman, William F. Owens, and Keith R. Guericke, each of whom is “financially literate” under the rules of the New York Stock Exchange. Keith R. Guericke serves as the chairperson of the audit committee. Our audit committee, pursuant to its written charter, among other matters, oversees (i) our financial reporting, auditing and internal control activities; (ii) the integrity and audits of our financial statements; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications and independence of our independent auditors; (v) the performance of our internal audit function and independent auditors; and (vi) our overall risk exposure and management. Duties of the audit committee also include:

•

annually review and assess the adequacy of the audit committee charter and the performance of the audit committee;

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•

be responsible for the appointment, retention and termination of our independent auditors and determine the compensation of our independent auditors;

•

review with the independent auditors the plans and results of the audit engagement;

•

evaluate the qualifications, performance and independence of our independent auditors;

•

have sole authority to approve in advance all audit and non-audit services by our independent auditors, the scope and terms thereof, and the fees therefor;

•

review the adequacy of our internal accounting controls; and

•

meet at least quarterly with our executive officers, internal audit staff and our independent auditors in separate executive sessions.

Keith R. Guericke has been designated as our audit committee financial expert, as that term is defined in the rules of the SEC.

Compensation Committee . Our board of directors has established a compensation committee, which is comprised of our three independent directors, James M. Lippman, William F. Owens, and Keith R. Guericke. James M. Lippman serves as the chairperson of the compensation committee. The compensation committee, pursuant to its written charter, among other matters:

•

assists our board of directors in developing and evaluating potential candidates for executive officer positions and overseeing the development of executive succession plans;

•

administers, reviews and makes recommendations to our board of directors regarding our compensation plans, including our 2013 Long-Term Incentive Plan;

•

annually reviews and approves our corporate goals and objectives with respect to compensation for executive officers and, at least annually, evaluates each executive officer’s performance in light of such goals and objectives to set his or her annual compensation, including salary, bonus and equity and non-equity incentive compensation, subject to approval by our board of directors;

•

provides oversight of management’s decisions regarding the performance, evaluation and compensation of other officers; and

•

reviews our incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk-taking, and reviews and discusses, at least annually, the relationship between risk management policies and practices, business strategy and our executive officers’ compensation.

Our compensation committee has the authority to retain and terminate any compensation consultant to be used to assist in the evaluation of executive officer compensation.

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Nominating and Corporate Governance Committee . Our board of directors has established a nominating and corporate governance committee, which is comprised of our three independent directors, James M. Lippman, William F. Owens, and Keith R. Guericke. William F. Owens serves as the chairperson of the nominating and corporate governance committee. The nominating and corporate governance committee, pursuant to its written charter, among other matters:

•

identifies individuals qualified to become members of our board of directors, and ensures that our board of directors has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds;

•

develops, and recommends to our board of directors for its approval, qualifications for director candidates, and periodically reviews these qualifications with our board of directors;

•

reviews the committee structure of our board of directors and recommends directors to serve as members or chairs of each committee of our board of directors;

•

reviews and recommends committee slates annually and recommends additional committee members to fill vacancies as needed;

•

develops and recommends to our board of directors a set of corporate governance guidelines applicable to us and, at least annually, reviews such guidelines and recommends changes to our board of directors for approval as necessary; and

•

oversees the annual self-evaluations of our board of directors and management.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee. None of the members of our compensation committee is, or has ever been, an officer or employee of the Company.

Code of Business Conduct and Ethics

Our board of directors has adopted a code of business conduct and ethics that applies to our officers, directors and any employees. Among other matters, our code of business conduct and ethics is designed to deter wrongdoing and to promote the following:

•

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

•

full, fair, accurate, timely and understandable disclosure in our communications with and reports to our stockholders, including reports filed with the SEC, and other public communications;

•

compliance with applicable governmental laws, rules and regulations;

•

prompt internal reporting of violations of the code to appropriate persons identified in the code; and

•

accountability for adherence to the code of business conduct and ethics.

Any waiver of the code of business conduct and ethics for our executive officers, directors or any employees may be made only by our nominating and corporate governance committee and will be promptly disclosed as required by law and New York Stock Exchange regulations once we become a publicly reporting, listed company.

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Limitations on Liabilities and Indemnification of Directors and Officers

For information concerning limitations of liability and indemnification and advancement rights applicable to our directors and officers, see “Description of Capital Stock—Limitations on Liability of Directors and Officers and Insurance.”

Director Compensation

For a discussion of our director compensation arrangements, see “Executive and Director Compensation—Director Compensation.”

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EXECUTIVE AND DIRECTOR COMPENSATION

Executive Compensation

Summary Compensation Table

The following table summarizes information regarding the compensation awarded to, earned by or paid to Dale Francescon, our Co-Chief Executive Officer, Robert J. Francescon, our Co-Chief Executive Officer, David Messenger, our Chief Financial Officer, and Kenneth J. Rabel, our Division President-Colorado, in fiscal years 2012 and 2013.


Name and Principal Position	Year		Salary ($)			Bonus ($)			Stock Awards ($)			Nonequity Incentive Plan Compensation ($)			All Other Compensation ($)			Total ($)
Dale Francescon		2013		466,666			—			1,260,000	⁽⁵⁾		1,500,000	⁽⁹⁾		55,400	⁽¹⁰⁾		3,282,066
Co-Chief Executive Officer		2012		400,000			—			—			—			39,000	⁽¹¹⁾		439,000

Robert J. Francescon		2013		466,666			—			1,260,000	⁽⁶⁾		1,500,000	⁽⁹⁾		55,400	⁽¹⁰⁾		3,282,066
Co-Chief Executive Officer		2012		400,000			—			—			—			39,000	⁽¹¹⁾		439,000

David Messenger ⁽¹⁾		2013		135,417	⁽¹⁾		250,000	⁽²⁾		242,500	⁽⁷⁾		—			3,500	⁽¹²⁾		631,417
Chief Financial Officer		2012		—			—			—			—			—			—

Kenneth J. Rabel		2013		247,917			225,000	⁽³⁾		147,820	⁽⁸⁾		—			17,500	⁽¹³⁾		638,237
Division President-Colorado		2012		200,000			100,000	⁽⁴⁾		—			—			18,000	⁽¹⁴⁾		318,000

⁽¹⁾	David Messenger began serving as our Chief Financial Officer on June 3, 2013. Salary received in 2013 was pro-rated based on an annual base salary of $250,000.

⁽²⁾	David Messenger received a discretionary cash bonus of $250,000 for fiscal year 2013 based upon his performance during that period, which was approved by our compensation committee.

⁽³⁾	Kenneth Rabel received a discretionary cash bonus of $225,000 for fiscal year 2013 based upon his performance during that period, which was approved by our compensation committee.

⁽⁴⁾

Kenneth Rabel received a discretionary cash bonus of $100,000 for fiscal year 2012 based upon his performance during that period, which was approved by Dale Francescon and Robert Francescon, our Co-Chief Executive Officers, pursuant to authority delegated to them by the manager of our predecessor entity, Century Communities Colorado, LLC.

⁽⁵⁾	Represents the grant date fair value of 63,000 shares of restricted stock granted to Dale Francescon for fiscal year 2013, computed in accordance with FASB ASC Topic 718.

⁽⁶⁾	Represents the grant date fair value of 63,000 shares of restricted stock granted to Robert Francescon for fiscal year 2013, computed in accordance with FASB ASC Topic 718.

⁽⁷⁾	Represents the grant date fair value of 12,500 shares of restricted stock granted to David Messenger for fiscal year 2013, computed in accordance with FASB ASC Topic 718.

⁽⁸⁾	Represents the grant date fair value of 8,000 shares of restricted stock granted to Kenneth Rabel for fiscal year 2013, computed in accordance with FASB ASC Topic 718.

⁽⁹⁾

Each of Dale Francescon and Robert Francescon received a performance-based cash bonus of $1,500,000 for fiscal year 2013 pursuant to the terms of their respective Employment Agreements. The target amounts of these performance-based cash bonuses are equal to 150% of their respective annual base salaries, with a maximum amount capped at 300% of their respective annual base salaries, based on the satisfaction and performance of discretionary goals established by our compensation committee.

⁽¹⁰⁾	Each of Dale Francescon and Robert Francescon received other compensation of $55,400 for fiscal year 2013, comprised of $9,400 in Company contributions to defined contribution plans, a $26,000 automobile and cellular telephone allowance and $20,000 in reimbursements for term life insurance.

⁽¹¹⁾	Each of Dale Francescon and Robert Francescon received other compensation of $39,000 for fiscal year 2012, comprised of $11,000 in Company contributions to defined contribution plans, $10,000 in personal financial or tax advice, and an $18,000 automobile and cellular telephone allowance.

⁽¹²⁾	David Messenger received a $3,500 automobile and cellular telephone allowance for fiscal year 2013, which is the pro-rated from a $6,000 annual allowance based on his actual period of service beginning on June 3, 2013.

⁽¹³⁾	Kenneth Rabel received other compensation of $17,500 for fiscal year 2013, comprised of $5,500 in Company contributions to defined contribution plans and a $12,000 automobile and cellular telephone allowance.

⁽¹⁴⁾	Kenneth Rabel received other compensation of $18,000 for fiscal year 2012, comprised of $6,000 in Company contributions to defined contribution plans and a $12,000 automobile and cellular telephone allowance.

Narrative to Summary Compensation Table

We believe that the primary goal of executive compensation is to align the interests of our executive officers with those of our stockholders in a way that allows us to attract and retain the best executive talent. We have adopted compensation policies with respect to, among other things, setting base salaries, awarding bonuses and making future grants of equity awards to our executive officers. Our compensation committee has designed a compensation program that rewards, among other things, favorable stockholder returns, stock appreciation, the Company’s competitive position within the homebuilding industry and each executive officer’s long-term career contributions to the Company.

The compensation incentives designed to further these goals take the form of annual cash compensation and equity awards, as well as long-term cash and/or equity incentives measured by company and/or individual performance targets to be established by our compensation committee. In addition, our compensation committee may determine to make equity-based awards to new executive officers in order to attract talented professionals to serve us.

Named Executive Officer Compensation

Our named executive officers for fiscal year 2013 were Dale Francescon, Robert Francescon, Kenneth Rabel and David Messenger, who began serving as our Chief Financial Officer on June 3, 2013. The following is a summary of the elements of our compensation arrangements paid to our named executive officers for fiscal year 2013 and to be paid to our named executive officers for fiscal year 2014.

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Annual Base Salary . Base salary is designed to compensate our named executive officers at a fixed level of compensation that serves as a retention tool throughout the executive’s career. In determining base salaries, our compensation committee considers each executive’s role and responsibility, unique skills, future potential with us, salary levels for similar positions in our market and internal pay equity.

Annual Cash Bonus . Annual cash bonuses are designed to incentivize our named executive officers at a variable level of compensation based on our and such individual’s performance. In connection with our annual cash bonus program, our compensation committee determines annual performance criteria that are flexible and that change with the needs of our business. Our annual cash bonus program is designed to reward the achievement of specific financial and operational objectives. For fiscal year 2013, Dale Francescon’s and Robert Francescon’s bonuses were calculated pursuant to formulas detailed in their respective employment agreements and based on the satisfaction and performance of the following maximum level goals established by our compensation committee: (i) increase of 20% or more in the number of closed homes in 2013 over 2012, (ii) increase of 20% or more in total revenue of the Company for 2013 over 2012, and (iii) increase of 20% or more in net income before taxes of the Company for 2013 over 2012. Our compensation committee approved Dale Francescon’s and Robert Francescon’s bonuses after verifying that each of the maximum level performance goals was achieved.

Discretionary Bonus . In 2013, we awarded a discretionary cash bonus equal to $225,000 and $250,000 to each of Kenneth Rabel and David Messenger, respectively, based upon their performance during that period. These bonuses were approved by our compensation committee.

Equity Awards . In fiscal year 2013, we began providing time-based equity awards to our named executive officers pursuant to our 2013 Long-Term Incentive Plan. Time-vested equity awards are designed to focus and reward our named executive officers on our long-term goals and enhance stockholder value. In determining equity awards, our compensation committee takes into account our overall financial performance. The awards made under our 2013 Long-Term Incentive Plan in 2013 are granted to recognize such individuals’ efforts on our behalf, and to provide a retention element to their overall compensation. Generally, grants of stock options, restricted stock and restricted stock units made pursuant to the 2013 Long-Term Incentive Plan in 2013 vest in equal installments annually over three years, subject to the participant’s continued employment. We may also provide performance-based equity awards to our named executive officers pursuant to our 2013 Long-Term Incentive Plan.

Retirement Savings Opportunities. All of our employees are eligible to participate in a defined contribution retirement plan (which we refer to as a “401(k) plan”). We provide this 401(k) plan to help our employees save some amount of their cash compensation for retirement in a tax efficient manner. Under the 401(k) plan, employees are eligible to defer a portion of their base salary, and we, at our discretion, may make a matching contribution and/or a profit sharing contribution on their behalf. We do not currently provide, nor do we intend to provide in the future, an option for our employees to invest in shares of our common stock through the 401(k) plan.

Health and Welfare Benefits. We provide to all of our full-time employees a competitive benefits package, which includes health and welfare benefits, such as medical, dental, disability and life insurance benefits. The programs under which these benefits are offered do not discriminate in scope, terms or operation in favor of our named executive officers and are available to all of our full-time employees.

Severance . Under their employment agreements, each of Dale Francescon and Robert Francescon, our Co-Chief Executive Officers, is entitled to receive severance payments under certain circumstances in the event that his employment is terminated. Severance payments are designed to protect and compensate them under those circumstances. The circumstances and payments are described in more detail below under “—Employment Agreements—Potential Payments Upon Termination or Change in Control.”

Other Income . In fiscal year 2012, each of Dale Francescon and Robert Francescon received other compensation of $39,000, comprised of $11,000 in Company contributions to defined contribution plans, $10,000 in personal financial or tax advice, and an $18,000 automobile and cellular telephone allowance. In fiscal year 2013, each of Dale Francescon and Robert Francescon received other compensation of $55,400, comprised of $9,400 in Company contributions to defined contribution plans, a $26,000 automobile and cellular telephone allowance and $20,000 in reimbursements for term life insurance. In addition, in connection with the registration of our common stock in accordance with the registration rights agreement we entered into in connection with the May 2013 private offering and private placement, each of Dale Francescon and Robert Francescon will be entitled to be paid a cash bonus of $250,000 by us if we file with the SEC a shelf registration statement relating to the registration for resale of the shares of our common stock sold in our May 2013 private offering and private placement, and the SEC declares the registration statement effective on or

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before June 30, 2014. We have filed with the SEC a registration statement on Form S-1 for this offering and for the resale of the registrable shares that are not sold by the selling stockholders in this offering, and this prospectus forms a part of that registration statement. Each of Dale Francescon and Robert Francescon should earn this bonus upon completion of this offering.

In fiscal year 2012, Mr. Rabel received other compensation of $18,000, comprised of $6,000 in Company contributions to defined contribution plans and a $12,000 automobile and cellular telephone allowance. In fiscal year 2013, Mr. Rabel received other compensation of $17,500, comprised of $5,500 in Company contributions to defined contribution plans and a $12,000 automobile and cellular telephone allowance.

In fiscal year 2013, Mr. Messenger received a $3,500 automobile and cellular telephone allowance. In addition, Mr. Messenger will be entitled to be paid a cash bonus of $125,000 by us upon the completion of our initial public offering, which he will earn upon the completion of this offering.

Outstanding Equity Awards as of December 31, 2013


	Stock Awards as of December 31, 2013
Name	Number of shares of stock that have not vested (#)			Market Value of shares of stock that have not vested ($) ⁽⁴⁾
Dale Francescon		63,000	⁽¹⁾	1,197,000
Robert Francescon		63,000	⁽¹⁾	1,197,000
Kenneth Rabel		8,000	⁽²⁾	152,000
David Messenger		12,500	⁽³⁾	237,500

⁽¹⁾	63,000 shares of time-based restricted stock granted on May 7, 2013, which will vest in equal installments on the first, second and third anniversary of the grant date subject to continued employment with us.

⁽²⁾	5,000 shares of time-based restricted stock granted on June 6, 2013 and 3,000 shares of time-based restricted stock granted on September 17, 2013, which will vest in equal installments on the first, second and third anniversary of the respective grant dates subject to continued employment with us.

⁽³⁾	12,500 shares of time-based restricted stock granted on June 3, 2013, which will vest in equal installments on the first, second and third anniversary of the grant date subject to continued employment with us.

⁽⁴⁾	Value is calculated by multiplying the number of shares of restricted stock that have not vested by the last traded price of our stock on a secondary market ($19.00) as of December 31, 2013.

Employment Agreements

We have entered into employment agreements with each of our Co-Chief Executive Officers, Dale Francescon and Robert Francescon. Each of the employment agreements has an initial term of five years, and provides for automatic one-year extensions after the expiration of the initial term, unless either party provides the other with at least 90 days’ prior written notice of non-renewal. Each of the employment agreements requires Dale Francescon and Robert Francescon, respectively, to dedicate his full business time and attention to the affairs of the Company.

The employment agreements also provide for, among other things:

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an annual base salary of $500,000 for each of Dale Francescon and Robert Francescon, subject to future increases from time to time at the discretion of our compensation committee;

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eligibility for annual cash performance bonuses, with a target amount equal to 150% of annual base salary and a maximum amount capped at 300% of annual base salary, based on the satisfaction and performance of discretionary goals to be established by our compensation committee;

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participation in our 2013 Long-Term Incentive Plan and any subsequent equity incentive plans approved by our board of directors; and

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participation in any employee benefit plans and programs that are maintained from time to time for our other senior executive officers.

In addition, each of the employment agreements for Dale Francescon and Robert Francescon provides for a bonus relating to the registration of our common stock in accordance with the registration rights agreement we entered into in connection with the May 2013 private offering and private placement. Each of Dale Francescon and Robert Francescon will be entitled to be paid a cash bonus of $250,000 by us if we file with the SEC a shelf registration statement relating to the registration for resale of the shares of our common stock sold in our May 2013 private offering and private placement, and the SEC declares the registration statement effective on or before June 30, 2014. We have filed with the SEC a registration statement on Form S-1 for this offering and for the resale of the registrable shares that are not sold by the selling stockholders in this offering, and this prospectus forms a part of that registration statement. Each of Dale Francescon and Robert Francescon should earn this bonus upon completion of this offering.

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The employment agreements contain customary non-competition, non-solicitation, and confidentiality provisions that apply during the term of the agreements and for two years after the termination of their employment for any reason.

Potential Payments Upon Termination or Change in Control

We may terminate Dale Francescon’s and Robert Francescon’s employment at any time with or without cause, and the executive may terminate his employment with or without good reason. If we terminate Dale Francescon’s or Robert Francescon’s employment for cause, if he resigns without good reason, or if he is terminated due to death or disability, he will be entitled to receive any earned but unpaid annual base salary, reimbursement of expenses incurred prior to the date of termination, accrued but unused vacation and any other benefits that have been earned and accrued prior to the date of termination. In addition, any outstanding awards granted to him under our 2013 Long-Term Incentive Plan will be paid in accordance with their terms.

If we terminate Dale Francescon’s or Robert Francescon’s employment without cause or if he terminates his employment for good reason, he will be entitled to the severance benefits described below. The severance benefits include the following:

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each of Dale Francescon and Robert Francescon will be entitled to receive any earned but unpaid annual base salary, reimbursement of expenses incurred prior to the date of termination, any accrued but unused vacation and any benefits that have vested or which he is eligible to receive prior to the date of termination;

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we will pay the employer’s portion of COBRA premiums under our major medical group health and dental programs for up to 30 months;

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each of Dale Francescon and Robert Francescon will be entitled to receive a lump sum cash payment in an amount equal to the sum of (i) three times his 12 months’ annual base salary (which we refer to as the “Base Severance”), provided that, if the date of his termination is within the initial term, the amount he will be entitled to receive shall be twice the normal Base Severance, plus (ii) a payment in lieu of the annual bonus for the fiscal year in which his employment was terminated equal to the amount of the annual bonus that would have become payable for the fiscal year if employment had not been terminated, based on performance actually achieved that year (determined by the board of directors following completion of performance year), multiplied by a fraction, the numerator of which is the number of days he was employed in the fiscal year of termination and the denominator of which is the total number of days in the fiscal year, provided that if the date of his termination is within the initial term the amount received shall be no less than the maximum allowable annual bonus that he could have been paid for such year pursuant to the terms of his employment agreement; and

•

all equity awards granted to Dale Francescon and Robert Francescon under our 2013 Long-Term Incentive Plan or any subsequent equity incentive plan approved by our board of directors will immediately vest, any forfeiture restrictions will immediately lapse and any target bonus performance criteria for the year in which such termination occurs will be treated as satisfied and, in the case of any options, will become vested and exercisable or, at the discretion of our board of directors, may be cashed out or cancelled.

The employment agreements also provide that if the termination occurs within 24 months following a “change in control” (as defined in the new employment agreements), in addition to the other payments provided for above (other than the payment in lieu of annual bonus), Dale Francescon and Robert Francescon will receive an amount equal to three (3) times the target bonus (150% of base salary) for the current fiscal year.

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Director Compensation

Upon the completion of our May 2013 private offering and private placement, our board of directors established a compensation program for our non-employee directors. Pursuant to this compensation program, we pay the following fees to each of our non-employee directors:

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an annual cash retainer of $50,000;

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an initial grant of 2,500 shares of restricted stock pursuant to our 2013 Long-Term Incentive Plan, which shares will vest in equal installments annually over three years subject to continued service on our board;

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at the time of each annual meeting of our stockholders, beginning with the 2014 annual meeting, each non-employee director who will continue to serve on our board of directors will receive an annual grant of 2,500 shares of restricted stock pursuant to our 2013 Long-Term Incentive Plan, which shares will vest in equal installments annually over three years;

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an additional annual cash retainer of $10,000 to the chair of our audit committee;

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an additional annual cash retainer of $10,000 to the chair of our compensation committee;

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an additional annual cash retainer of $10,000 to the chair of our nominating and corporate governance committee; and

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$1,000 for each meeting attended in person, and $500 for each meeting attended telephonically.

The following table sets forth information concerning the compensation of our non-employee directors during the fiscal year ended December 31, 2013.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) ⁽¹⁾		Total ($)
Keith R. Guericke		60,000		50,000		110,000
James M. Lippman		60,000		50,000		110,000
William F. Owens		60,000		50,000		110,000

⁽¹⁾	Represents the grant date fair value of 2,500 shares of restricted stock computed in accordance with FASB ASC Topic 718.

We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including without limitation travel expenses in connection with their attendance in-person at board and committee meetings. Any non-employee director elected or appointed to our board of directors for the first time following the completion of this offering will receive an initial grant of 2,500 shares of restricted stock, which shares will vest in equal installments annually over three years. Directors who are employees will not receive any compensation for their services as directors.

Prior to the conversion of our predecessor entity, Century Communities Colorado, LLC, into a corporation in April 2013, our predecessor entity was manager managed by DARO Ventures LLC, an entity wholly owned by Dale Francescon and Robert Francescon, our Co-Chief Executive Officers. During fiscal year 2013, our predecessor entity paid a pro-rated management fee of $200,000 (through April 30, 2013) to DARO Ventures LLC.

2013 Long-Term Incentive Plan

Our board of directors has adopted, and our stockholders of record have approved, our 2013 Long-Term Incentive Plan to attract and retain directors, officers, employees and other service providers. Our 2013 Long-Term Incentive Plan provides for the grant of equity-based awards, including options to purchase shares of common stock, stock appreciation rights, common stock, restricted stock, restricted stock units and performance awards.

Administration of our 2013 Long-Term Incentive Plan and Eligibility

Our 2013 Long-Term Incentive Plan is administered by our compensation committee, which may delegate certain of its authority under our 2013 Long-Term Incentive Plan to our board of directors or, subject to applicable law, to our Chief Executive Officer or such other executive officer as our compensation committee deems appropriate; provided, that our compensation committee may not delegate its authority under our 2013 Long-Term Incentive Plan to our Chief Executive Officer or any other executive officer with regard to the selection for participation in our 2013 Long-Term Incentive Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, price or amount of an award to such an officer, director or other person.

Our compensation committee has the authority to make awards to eligible participants, which includes our officers, directors, employees, consultants, agents and independent contractors, and persons expected to become our officers, directors, employees, consultants, agents and independent contractors. Our compensation committee also has the authority to determine what form the awards will take, the amount and timing of the awards and all other terms and conditions of the awards.

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The compensation committee may, in its sole discretion and for any reason at any time, take action such that (i) any or all outstanding options and stock appreciation rights shall become exercisable in part or in full, (ii) all or a portion of the restrictions applicable to any outstanding restricted stock or restricted stock units shall lapse, (iii) all or a portion of the performance period restrictions applicable to any outstanding restricted stock, restricted stock units or performance award shall lapse, and (iv) the performance measures (if any) applicable to any outstanding award shall be deemed to be satisfied at the target or any other level.

Share Authorization

The number of shares of our common stock that may be issued under our 2013 Long-Term Incentive Plan is 1,050,000 shares, of which no more than 630,000 shares of our common stock in the aggregate may be issued in connection with incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”)) and no more than 420,000 shares may be issued as restricted stock. The number of shares of our common stock available under our 2013 Long-Term Incentive Plan shall be reduced by the sum of the aggregate number of shares of common stock which become subject to outstanding options, outstanding stock appreciation rights, outstanding stock awards and outstanding performance-related awards. To the extent that shares of our common stock subject to an outstanding option, stock appreciation right, stock award or performance award granted under our 2013 Long-Term Incentive Plan are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or the settlement of such award in cash, then such shares of our common stock generally shall again be available under our 2013 Long-Term Incentive Plan.

In the event of any equity restructuring that causes the per share value of shares of our common stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, then our compensation committee will appropriately adjust the number and class of securities available under our 2013 Long-Term Incentive Plan and the terms of each outstanding award under our 2013 Long-Term Incentive Plan. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization or partial or complete liquidation, our compensation committee may make such equitable adjustments as it determines to be appropriate and equitable to prevent dilution or enlargement of rights of participants. The decision of our compensation committee regarding any such adjustment shall be final, binding and conclusive.

Stock Options

Our 2013 Long-Term Incentive Plan authorizes the grant of incentive stock options and options that do not qualify as incentive stock options. The exercise price of each option will be determined by our compensation committee, provided that the price cannot be less than 100% of the fair market value of the shares of our common stock on the date on which the option is granted (or 110% of the shares’ fair market value on the grant date in the case of an incentive stock option granted to an individual who is a “ten percent stockholder” under Sections 422 and 424 of the Code). The term of an option cannot exceed ten years from the date of grant (or five years in the case of an incentive stock option granted to a “ten percent stockholder”). Our compensation committee may grant performance-related options, the grant of which or the exercisability of all or a portion of which is contingent on the attainment of specified performance measures.

The compensation committee, in its sole discretion and without the approval of our stockholders, may amend or replace any previously granted option or stock appreciation right in a transaction that constitutes a repricing within the meaning of the rules of the New York Stock Exchange.

Stock Appreciation Rights

Our 2013 Long-Term Incentive Plan authorizes the grant of stock appreciation rights. A stock appreciation right provides the recipient with the right to receive, upon exercise of the stock appreciation right, cash, shares of our common stock or a combination of the two. The amount that the recipient will receive upon exercise of the stock appreciation right generally will equal the excess of the fair market value of the shares of our common stock on the date of exercise over the shares’ fair market value on the date of grant. Stock appreciation rights will become exercisable in accordance with terms determined by our compensation committee. Stock appreciation rights may be granted in tandem with an option grant or as an independent grant. The term of a stock appreciation right cannot exceed, in the case of a tandem stock appreciation right, the expiration, cancellation or other termination of the related option and, in the case of a free-standing stock appreciation right, ten years from the date of grant.

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Stock Awards

Our 2013 Long-Term Incentive Plan also provides for the grant of common stock, restricted stock, and restricted stock units. Our compensation committee will determine the number of shares of common stock subject to a restricted stock award or restricted stock unit and the restriction period, performance period (if any), the performance measures (if any) and the other terms applicable to a restricted stock award under our 2013 Long-Term Incentive Plan. Restricted stock units confer on the participant the right to receive one share of common stock or, in lieu thereof, the fair market value of such share of common stock in cash. The holders of awards of restricted stock will be entitled to receive dividends, and the holders of awards of restricted stock units may be entitled to receive dividend equivalents.

Performance Awards

Our 2013 Long-Term Incentive Plan also authorizes the grant of performance awards. Performance awards represent the participant’s right to receive an amount of cash, shares of our common stock, or a combination of both, contingent upon the attainment of specified performance measures within a specified period. Our compensation committee will determine the applicable performance period, the performance goals and such other conditions that apply to the performance award.

Change in Control

Subject to the terms of the applicable award agreement, upon a “change in control” (as defined in our 2013 Long-Term Incentive Plan), our compensation committee may, in its discretion, determine whether some or all outstanding options and stock appreciation rights shall become exercisable in full or in part, whether the restriction period and performance period applicable to some or all outstanding restricted stock awards and restricted stock unit awards shall lapse in full or in part and whether the performance measures applicable to some or all outstanding awards shall be deemed to be satisfied. Our compensation committee may further require that shares of stock of the corporation resulting from such a change in control, or a parent corporation thereof, be substituted for some or all of our shares of common stock subject to an outstanding award and that any outstanding awards, in whole or in part, be surrendered to us by the holder, to be immediately cancelled by us, in exchange for a cash payment, shares of capital stock of the corporation resulting from or succeeding us or a combination of both cash and such shares of stock.

Termination; Amendment

Our 2013 Long-Term Incentive Plan will automatically expire on the tenth anniversary of its effective date. Our board of directors may terminate or amend our 2013 Long-Term Incentive Plan at any time, subject to any requirement of stockholder approval required by applicable law, rule or regulation. Our compensation committee may amend the terms of any outstanding award under our 2013 Long-Term Incentive Plan at any time. No amendment or termination of our 2013 Long-Term Incentive Plan or any outstanding award may adversely affect any of the rights of an award holder without the holder’s consent.

Outstanding and Pending Awards

We have granted the following awards under our 2013 Long-Term Incentive Plan to our executive officers, directors, and other related parties:

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Each of Dale Francescon and Robert Francescon has been granted 63,000 shares of restricted stock, which shares vest ratably over three years on an annual basis from the date of grant.

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David Messenger has been granted 12,500 shares of restricted stock, which shares vest ratably over three years on an annual basis from the date of grant.

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•

Kenneth Rabel has been granted 8,000 shares of restricted stock, which shares vest ratably over three years on an annual basis from the date of grant.

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Each of our current independent directors has been granted 2,500 shares of restricted stock (7,500 shares of restricted stock in the aggregate), which shares vest ratably over three years on an annual basis from the date of grant.

Rule 10b5-1 Sales Plan

Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they would contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. The director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside a Rule 10b5-1 plan when they are not in possession of material nonpublic information subject to compliance with the terms of our policy on insider trading and communications with the public. Our directors and executive officers may not establish any such plan prior to the expiration of the lock-up agreements described under “Underwriting.”

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

During the period beginning on January 1, 2011 to the date of this prospectus, we have entered into or participated in the following transactions with related parties:

Acquisitions from Entities Managed by Dale Francescon and Robert Francescon

During 2011, we paid approximately $5.4 million for certain land previously owned by High Pointe, Inc., an entity controlled by Dale Francescon and Robert Francescon, our Co-Chief Executive Officers and board members.

During 2012, we paid approximately $8.1 million for certain land previously owned by High Pointe, Inc.

In 2013, we paid approximately $4.8 million for certain land previously owned by High Pointe, Inc.

In addition, during the period from March through May 2013, we acquired 1,034 lots in various stages of development located in Colorado and Nevada from entities beneficially owned by Dale Francescon and Robert Francescon, our Co-Chief Executive Officers and board members, for an aggregate purchase price of approximately $34.0 million. The purchase prices of these properties were determined by our management taking into account third party appraisals for 353 of the lots, representing approximately $19 million of the aggregate purchase price, and broker price opinions for the remaining 588 lots, representing approximately $15 million of the aggregate purchase price. Broker price opinions are opinions issued by real estate brokers or agents as to their opinion regarding the market selling price of property, and such opinions have limitations in their reliability and accuracy, as the broker review of the subject property is not as thorough or in depth as is the case in an appraisal. An appraisal, on the other hand, includes a full comparable property analysis, including scrutinizing the price comparisons of the comparable properties used and adjusting for differences in relation to the subject property.

We do not anticipate that we will acquire additional land from Dale Francescon, Robert Francescon or any entities managed by either of them in the future, and any such acquisitions, if they occur at all, will be separately considered for approval by our independent directors.

Lending Arrangements with Entities Managed by Dale Francescon and Robert Francescon

We had a loan arrangement with, and paid principal and interest to, Arcadia Acquisitions, LLC, which is controlled by Dale Francescon and Robert Francescon. This loan was originally for $4 million and had an interest rate of 6%. The highest principal balance during 2012 was approximately $1.9 million. We paid off the entire principal balance, as well as approximately $52 thousand in interest, in 2012.

In 2013, each of DARO Ventures LLC and DARO Ventures II LLC, entities wholly owned by Dale Francescon and Robert Francescon, loaned to us $350,000 (for an aggregate of $700,000). Each of these loans had an interest rate of 1.5% and a maturity date of June 30, 2013. The highest principal balance for each loan during 2013 was $350,000. These loans, along with an aggregate of $1,078 in interest, were repaid in full on May 7, 2013.

Subordinated Obligation Agreement with an Entity Managed by Dale Francescon and Robert Francescon

We had a subordinated obligation agreement with DARO Ventures II LLC, an entity controlled by Dale Francescon and Robert Francescon. The original amount of this obligation was approximately $11.2 million, and the interest rate is 6%. Every year until 2012, we made annual interest-only payments of approximately $0.7 million, and we did not make any payments on the obligation amount. This obligation was converted into common equity upon the completion of the May 2013 private offering and private placement.

Guaranty of the Repayment of a Loan Issued to an Entity Managed by Dale Francescon and Robert Francescon

We had guaranteed the repayment of a loan issued to Regency at Ridgegate, LLC, an entity owned by DARO Ventures III LLC, which is wholly owned by Dale Francescon and Robert Francescon. Our guaranty was in effect through maturity of the loan. The loan had a maximum principal balance of $22.2 million and an interest rate of 3.5%. The highest principal balance for the loan since January 1, 2012 was approximately $20.2 million. The loan was paid off in its entirety in August 2013 with no amounts outstanding as of December 31, 2013, and the loan and our guaranty have been terminated in full.

Exchange of Ownership Interest in an Entity Managed by Dale Francescon and Robert Francescon for 26 Finished Lots

We previously had a 22% joint venture ownership interest in Regency at Ridgegate, LLC, an entity now owned by DARO Ventures III LLC, which is wholly owned by Dale Francescon and Robert Francescon. During 2012, we transferred all of our ownership interest in Regency at Ridgegate, LLC to DARO Ventures III LLC, in exchange for 26 finished lots from Arcadia Holdings at CC Highlands One LLC, an entity wholly owned by Dale Francescon and Robert Francescon. The lots received were recorded at the related party’s carrying basis. The carrying value of the investment at the date of transfer was $2.3 million. The difference of $1.7 million was recognized as a non-cash distribution.

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Land Contribution by an Entity Managed by Dale Francescon and Robert Francescon

In 2012, 49 finished lots and 26 partially finished lots were contributed to us on behalf of DARO Ventures LLC and DARO Ventures II LLC, entities wholly owned by Dale Francescon and Robert Francescon, and were presented as a non-cash contribution of $1.3 million in our financial statements.

Distribution and Assignment of Membership Interests in a Related Entity

In December 2012, we assigned all of our membership interests in Waterside at Highland Park, LLC, an entity which we wholly owned, to Dale Francescon and Robert Francescon as individuals. The assets of Waterside at Highland Park, LLC consisted of 76 partially improved townhome lots and related common area, and it was anticipated that this property would be developed as a for-rent community, a business in which we are not engaged. It was subsequently decided that the community would be developed as a for sale community, and, as a result, in March 2013, Dale Francescon and Robert Francescon assigned all of the membership interests of Waterside at Highland Park, LLC back to us. Waterside at Highland Park, LLC is currently one of our wholly-owned subsidiaries. No money exchanged hands in these transactions, and there was no impact on the distribution following the assignment back. Waterside at Highland Park, LLC was valued at approximately $3.7 million at the time of the assignment in March 2013.

Capital Contribution by Entities Owned by Dale Francescon and Robert Francescon

In 2013, DARO Ventures LLC and DARO Ventures II LLC, entities wholly owned by Dale Francescon and Robert Francescon, each made a capital contribution of approximately $0.8 million to the Company.

Management Fees Paid to DARO, an Entity Owned by Dale Francescon and Robert Francescon

We paid management fees of $600,000 in each of 2011 and 2012 and $200,000 in 2013 (through April 30, 2013) to DARO Ventures LLC, an entity wholly owned by Dale Francescon and Robert Francescon, in its capacity as the manager of our predecessor entity, Century Communities Colorado, LLC.

Management Investment

In connection with the May 2013 private offering and private placement, Dale Francescon and Robert Francescon purchased an aggregate of 500,000 shares of our common stock (through an entity owned and controlled by them) directly from us for their own account at the offering price of $20.00 per share.

Employment Agreements

Dale Francescon and Robert Francescon serve as our Co-Chief Executive Officers. We have entered into employment agreements with each of these officers, in their capacities as officers, which employment agreements provide for salary, bonus and other benefits, including the grant of restricted stock and options to purchase shares of our common stock, and severance upon a termination of employment under certain circumstances. We may enter into similar employment arrangements with certain executive officers that we hire in the future. See “Executive and Director Compensation—Employment Agreements” for a description of the material terms of the employment agreements.

Grants Under our 2013 Long-Term Incentive Plan

Dale Francescon and Robert Francescon have each been granted 63,000 shares of restricted stock pursuant to our 2013 Long-Term Incentive Plan, which shares vest ratably over three years. David Messenger has been granted

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12,500 shares of restricted stock, which shares vest ratably over three years. In addition, Kenneth Rabel has been granted 8,000 shares of restricted stock, which shares vest ratably over three years on an annual basis from the date of grant.

In addition, each of our current independent directors has been granted 2,500 shares of restricted stock (7,500 shares of restricted stock in the aggregate) pursuant to our 2013 Long-Term Incentive Plan, which shares vest ratably over three years.

See “Executive and Director Compensation—Executive Compensation—Named Executive Officer Compensation—Equity Awards” and “Executive and Director Compensation—Director Compensation” for a description of the material terms of these grants of our restricted stock and/or options to purchase shares of our common stock.

Indemnification Agreements

We have entered into an indemnification agreement with each of our officers and directors. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that the limitation of liability provision in our charter and the indemnification agreements will facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.

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CONFLICTS OF INTEREST

Dale Francescon and Robert Francescon, our Co-Chief Executive Officers and board members, collectively beneficially own 5,626,000 shares of our common stock, which will represent % of our common stock outstanding immediately after this offering, or % if the underwriters exercise in full their over-allotment option to purchase additional shares of our common stock in this offering. For so long as Dale Francescon and Robert Francescon continue to beneficially own a significant stake in us, together they will have significant influence over the power to elect and remove our directors and to approve any action requiring the majority approval of our stockholders. The interests of Dale Francescon and Robert Francescon may not be fully aligned with your interests and this could lead us to follow a strategy that is not in your best interests. In addition, their significant ownership in us and resulting ability to effectively control us may discourage someone from making a significant equity investment in us, or could discourage transactions involving a change in control, including transactions in which you as a holder of shares of our common stock might otherwise receive a premium for your shares over the then-current market price.

We have entered into employment agreements with Dale Francescon and Robert Francescon, our Co-Chief Executive Officers, in their capacities as officers, pursuant to which they are required to devote substantially full-time attention to our affairs. See “Executive and Director Compensation—Employment Agreements.” These employment agreements were not negotiated on an arm’s-length basis. We may choose not to enforce, or to enforce less vigorously, our rights under these agreements because of our desire to maintain our ongoing relationships with the individuals party to these agreements.

We have adopted policies, contained in our Code of Business Conduct and Ethics, to reduce potential conflicts of interest. Generally, our policies provide that any transaction in which any of our directors, officers, or employees has an interest must be approved by a vote of a majority of our disinterested directors. A conflict of interest may be present whenever the interests of any of our directors, officers, or employees are inconsistent with ours, including, for example, if our employees or directors (or their family members) receive improper personal benefits as a result of a position with the Company, are simultaneously employed by a competitor company, or participate in a joint venture, partnership or other business arrangement with the Company. We cannot assure you that these policies will be successful in eliminating the influence of conflicts of interest. These policies may be amended from time to time at the discretion of our board of directors, without a vote of our stockholders. Our Nominating and Corporate Governance Committee is responsible for applying our policies and procedures related to conflicts of interest.

Dale Francescon and Robert Francescon will devote substantially all of their full-time attention to the affairs of the Company and will not conduct any homebuilding land acquisition or homebuilding activities outside of the Company. In addition, although we previously acquired certain lots in Colorado and Nevada from entities managed by Dale Francescon and Robert Francescon, as described above under “Certain Relationships and Related Party Transactions—Acquisition from Entities Managed by Dale Francescon and Robert Francescon,” we do not anticipate that we will acquire additional land from Dale Francescon, Robert Francescon or any entities managed by either of them in the future. Any such acquisitions, if they occur at all, will be separately considered for approval by our independent directors.

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PRINCIPAL STOCKHOLDERS

Immediately prior to the completion of this offering, there are 17,256,824 shares of our common stock outstanding. The following table sets forth the beneficial ownership of our common stock immediately prior to and immediately after the completion of this offering by:

•

each of our directors;

•

each of our named executive officers;

•

all of our directors and executive officers as a group; and

•

each person known by us to be the beneficial owner of 5% or more of our outstanding common stock.

To our knowledge, each person named in the table has sole voting and investment power with respect to all of the securities shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. The number of securities shown represents the number of securities the person “beneficially owns,” as determined by the rules of the SEC. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. A securityholder is also deemed to be, as of any date, the beneficial owner of all securities that such securityholder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement.

The percentages reflect beneficial ownership immediately prior to and immediately after the completion of this offering as determined in accordance with Rule 13d-3 under the Exchange Act and are based on 17,256,824 shares of our common stock outstanding as of the date immediately prior to the completion of this offering and shares of our common stock outstanding as of the date immediately following the completion of this offering. The percentages assume no exercise by the underwriters of their over-allotment option to purchase up to additional shares of our common stock in this offering within 30 days after the date of this prospectus. Except as noted below, the address for all beneficial owners in the table below is 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111.


	Amount and Nature of Beneficial Ownership
	Immediately Prior to this Offering					Immediately After this Offering
Name and Address of Beneficial Owner	Shares Owned		Percentage			Shares Owned		Percentage

Directors and Named Executive Officers:

Dale Francescon ⁽¹⁾		2,813,000		16.3	%		2,813,000		%
Robert J. Francescon ⁽²⁾		2,813,000		16.3	%		2,813,000		%
David Messenger		12,500			*		12,500		*
Kenneth J. Rabel		8,000			*		8,000		*
James M. Lippman		2,500			*		2,500		*
William F. Owens		2,500			*		2,500		*
Keith R. Guericke		2,500			*		2,500		*
All directors and executive officers as a group (9 persons)		5,654,705		32.8	%		5,654,705		%

5% or more Stockholders:

Dale Francescon ⁽¹⁾		2,813,000		16.3	%		2,813,000		%
Robert J. Francescon ⁽²⁾		2,813,000		16.3	%		2,813,000		%
Luxor Capital Group, LP ⁽³⁾		1,613,000		9.4	%				%
BlueMountain Capital Management LLC ⁽⁴⁾		1,500,000		8.7	%				%
Claren Road Asset Management, LLC ⁽⁵⁾		1,000,000		5.8	%				%

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*	Represents less than 1% of the number of shares of our common stock outstanding.

⁽¹⁾

Includes 2,500,000 shares of our common stock beneficially owned through Dale Francescon’s ownership interest in DARO Ventures LLC and DARO Ventures II LLC, 63,000 shares of restricted stock granted to Dale Francescon pursuant to our 2013 Long-Term Incentive Plan, and 250,000 shares of our common stock purchased in the May 2013 private offering and private placement by Dale Francescon through Arcadia Holdings at Vista Ridge, LLC and Arista Investors Colorado, LLC, entities controlled by him.

⁽²⁾

Includes 2,500,000 shares of our common stock beneficially owned through Robert Francescon’s ownership interest in DARO Ventures LLC and DARO Ventures II LLC, 63,000 shares of restricted stock granted to Robert Francescon pursuant to our 2013 Long-Term Incentive Plan, and 250,000 shares of our common stock purchased in the May 2013 private offering and private placement by Robert Francescon through Arcadia Holdings at Vista Ridge, LLC and Arista Investors Colorado, LLC, entities controlled by him.

⁽³⁾

Includes 548,440 shares of our common stock beneficially owned through Luxor Capital Partners LP, 889,456 shares of our common stock beneficially owned through Marsa A LLC, and 175,104 shares of our common stock beneficially owned through Marsa B LLC. Luxor Capital Group, LP acts as the investment manager of Luxor Capital Partners LP, Marsa A LLC, and Marsa B LLC (which we refer to collectively as the “Luxor Investors”). Luxor Management, LLC is the general partner of Luxor Capital Group, LP. Christian Leone is the managing member of Luxor Management, LLC. Luxor Capital Group, LP, Luxor Management, LLC and Christian Leone are deemed to have shared voting and investment power over the securities held by each of the Luxor Investors. The address of Luxor Capital Group, LP is 1114 Avenue of the Americas, 29th Floor, New York City, New York 10036.

⁽⁴⁾

Includes 852,043 shares of our common stock beneficially owned through Blue Mountain Credit Alternatives Master Fund L.P., 65,433 shares of our common stock beneficially owned through BlueMountain Kicking Horse Fund L.P., 298,035 shares of our common stock beneficially owned through BlueMountain Long/Short Credit Master Fund L.P., 203,207 shares of our common stock beneficially owned through BlueMountain Montenvers Master Fund SCA SICAV-SIF, and 81,282 shares of our common stock beneficially owned through BlueMountain Timberline Ltd.

The address of each of Blue Mountain Credit Alternatives Master Fund L.P., BlueMountain Kicking Horse Fund L.P., BlueMountain Long/Short Credit Master Fund L.P. and BlueMountain Timberline Ltd. is c/o Maples Corporate Services Limited, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

The address of BlueMountain Montenvers Master Fund SCA SICAV-SIF is 6D, Route de Treves, L-2633, Senningerberg, Grand Duschy of Luxembourg.

Blue Mountain Capital Management, LLC is the investment manager of each of Blue Mountain Credit Alternatives Master Fund L.P., BlueMountain Kicking Horse Fund L.P., BlueMountain Long/Short Credit Master Fund L.P., BlueMountain Montenvers Master Fund SCA SICAV-SIF and BlueMountain Timberline Ltd. and has sole voting and investment power of the shares, but it receives only an asset-based fee relating to such shares. Andrew Feldstein, Stephen Siderow, Alan Gerstein, Michael Liberman, Bryce Markus, Derek Smith, David Rubenstein, Peter Greatrex and Jes Staley, as members of BlueMountain Capital Management, LLC’s Investment Committee, have shared voting and investment power over the shares.

Blue Mountain CA Master Fund GP, Ltd. is the general partner of Blue Mountain Credit Alternatives Master Fund L.P. and has an indirect profits interest in the shares owned by Blue Mountain Credit Alternatives Master Fund L.P.; BlueMountain Kicking Horse Fund GP, LLC is the general partner of BlueMountain Kicking Horse Fund L.P. and has an indirect profits interest in the shares owned by BlueMountain Kicking Horse Fund L.P.; BlueMountain Long/Short Credit GP, LLC is the general partner of BlueMountain Long/Short Credit Master Fund L.P. and has an indirect profits interest in the shares owned by BlueMountain Long/Short Credit Master Fund L.P.; and BlueMountain Montenvers GP S.a.r.l. is the general partner of BlueMountain Montenvers Master Fund SCA SICAV-SIF and its affiliate Blue Mountain Montenvers Holdings, LLC has an indirect profits interest in the shares owned by BlueMountain Montenvers Master Fund SCA SICAV-SIF.

BlueMountain GP Holdings, LLC is the ultimate beneficial owner of each of Blue Mountain CA Master Fund GP, Ltd., BlueMountain Kicking Horse Fund GP, LLC, BlueMountain Long/Short Credit GP, LLC and BlueMountain Montenvers Holdings, LLC.

Blue Mountain Capital Management, LLC, BlueMountain GP Holdings, LLC, Blue Mountain CA Master Fund GP, Ltd., BlueMountain Kicking Horse Fund GP, LLC, BlueMountain Long/Short Credit GP, LLC, BlueMountain Montenvers GP S.a.r.l. and BlueMountain Montenvers Holdings, LLC disclaim such beneficial ownership, except to the extent of their pecuniary interest.

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⁽⁵⁾

Includes 700,000 shares of our common stock beneficially owned through Claren Road Credit Master Fund, Ltd. and 300,000 shares of our common stock beneficially owned through Claren Road Credit Opportunities Master Fund, Ltd. Claren Road Asset Management, LLC serves as investment manager to Claren Road Credit Master Fund, Ltd. and Claren Road Credit Opportunities Master Fund, Ltd. Investment and voting decisions have been delegated to Messrs. John Eckerson, Sean Fahey, Brian Riano, and Albert Marino, members of Claren Road Asset Management, LLC. The address of Claren Road Asset Management, LLC is 900 Third Avenue, 29th Floor, New York, New York 10022.

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SELLING STOCKHOLDERS

The following table sets forth information, as of , 2014, with respect to each of the selling stockholders and the shares of our common stock beneficially owned by such selling stockholder that such selling stockholders propose to offer pursuant to this prospectus. In accordance with SEC rules, the beneficial ownership of each of the selling stockholders includes:

•

all shares the selling stockholder actually owns beneficially or of record;

•

all shares over which the selling stockholder has or shares voting or dispositive control (such as in the capacity as a general partner of an investment fund); and

•

all shares the selling stockholder has the right to acquire within 60 days (such as upon exercise of options that are currently vested or which are scheduled to vest within 60 days or warrants that are immediately exercisable or exercisable within 60 days). The shares issuable under those options are treated as if they were outstanding for computing the percentage ownership of the selling stockholder holding those options but are not treated as if they were outstanding for purposes of computing percentage ownership of any other person or entity.

The shares of our common stock offered by the selling stockholders pursuant to this prospectus were originally issued and sold by us in connection with our May 2013 private offering and private placement. The term selling stockholders includes the holders of our common stock listed below and the beneficial owners of the common stock and the beneficial owners’ transferees, pledgees, donees or other successors.

Certain of the selling stockholders may be deemed to be underwriters as defined in the Securities Act. Any profits realized by the selling stockholders may be deemed to be underwriting commissions.

We have been advised that, as noted below in the footnotes to the table, of the selling stockholders are affiliates of broker-dealers. We have been advised that each such selling stockholder purchased shares of common stock in the ordinary course of business, not for resale, and that no such selling stockholders had, at the time of purchase, any agreements or understandings, directly or indirectly, with any person to distribute shares of our common stock. All selling stockholders are subject to Rule 105 of Regulation M and are precluded from engaging in any short selling activities prior to effectiveness of the registration statement of which this prospectus forms a part.

Percentage ownership calculations are based on 17,256,824 shares of our common stock outstanding as of , 2014.

Shares of Our Common Stock
Beneficially Owned Prior to this
Offering

Number of
Shares of Our
Common Stock
to be Sold in
this Offering

Immediately After this
Offering

Name of Selling Stockholder

Shares

Percentage

Shares Owned

Percentage

*	Represents less than 1% of the number of shares of our common stock outstanding.

⁽¹⁾

⁽²⁾

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DESCRIPTION OF CAPITAL STOCK

General

Our predecessor entity was formed as a Colorado limited liability company in August 2002, and we converted into a Delaware corporation pursuant to the DGCL on April 30, 2013. Our authorized capital stock consists of 100,000,000 shares of common stock, par value of $0.01, and 50,000,000 shares of preferred stock. Immediately prior to this offering, there are 17,256,824 shares of our common stock outstanding. Upon the completion of this offering, as a result of the issuance of shares in this offering, there will be shares of our common stock issued and outstanding, and no shares of preferred stock issued and outstanding.

Common Stock

Each holder of our common stock is entitled to one vote per each share on all matters to be voted upon by the common stockholders, and there are no cumulative voting rights. Subject to applicable law and the rights, if any, of the holders of outstanding shares of any series of preferred stock we may designate and issue in the future, holders of our common stock shall be entitled to vote on all matters on which stockholders generally are entitled to vote. Subject to the rights, if any, of the holders of outstanding shares of any series of preferred stock we may designate and issue in the future, holders of our common stock will be entitled to receive ratably the dividends, if any, as may be declared from time to time by our board of directors out of funds legally available for that purpose. If there is a liquidation, dissolution or winding up of the Company, subject to the rights, if any, of the holders of outstanding shares of any series of preferred stock we may designate and issue in the future, holders of our common stock would be entitled to ratable distribution of our assets remaining after the payment in full of our liabilities.

Under the terms of our charter, the holders of our common stock have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. All currently outstanding shares of our common stock are fully paid and non-assessable. The rights of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

We intend to apply to list the shares of our common stock on the New York Stock Exchange under the symbol “ .”

Preferred Stock

Our charter provides that our board of directors is expressly authorized to provide for the issuance of shares of preferred stock in one or more series and, by filing a certificate of designation pursuant to the applicable law of the State of Delaware (which we refer to as a “preferred stock designation”), to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, if any, and the qualifications, limitations and restrictions, if any, thereof. The authority of our board of directors with respect to each series of preferred stock includes, but is not limited to, establishing the following:

•

the designation of the series, which may be by distinguishing number, letter or title;

•

the number of shares of the series, which number our board of directors may thereafter (except where otherwise provided in the preferred stock designation) increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares thereof then outstanding);

•

whether dividends, if any, shall be paid, and, if paid, the date or dates upon which, or other times at which, such dividends shall be payable, whether such dividends shall be cumulative or noncumulative, the rate of such dividends (which may be variable) and the relative preference in payment of dividends of such series;

•

the redemption provisions and price or prices, if any, for shares of the series;

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•

the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, or dissolution of the Company; and

•

whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series of the Company, and, if so, the specification of such other class or series, the conversion price or prices, or rate or rates, any adjustments thereto, the date or dates on which such shares shall be convertible and all other terms and conditions upon which such conversion may be made.

Certain Provisions of Delaware Law and of our Charter and Bylaws

The following summary of certain provisions of the DGCL and of our charter and bylaws does not purport to be complete and is subject to and qualified in its entirety by reference to the DGCL and our charter and bylaws. See “Available Information” for how to obtain copies of our charter and bylaws.

Our Board of Directors

Our bylaws provide that the number of directors of the Company will be fixed from time to time exclusively by action of our board of directors. Our charter and bylaws provide that, subject to applicable law, the rights, if any, of holders of any series of preferred stock and the rights of stockholders to fill any vacancy that results from the removal of a director at a special election meeting as described under “—Removal of Directors” below, newly created directorships resulting from any increase in the authorized number of directors, and any vacancies in the board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may only be filled by the majority vote of the remaining directors in office, even if less than a quorum is present.

Pursuant to our bylaws, each member of our board of directors who is elected at our annual meeting of our stockholders, and each director who is elected in the interim to fill vacancies and newly created directorships, will hold office until the next annual meeting of our stockholders and until his or her successor is elected and qualified. Pursuant to our bylaws, directors will be elected by a plurality of votes cast by the shares present in person or by proxy at a meeting of stockholders and entitled to vote thereon, a quorum being present at such meeting.

Removal of Directors

Our charter provides that, subject to the rights, if any, of holders of one or more classes or series of preferred stock, any director may be removed from office at any time, but only by the affirmative vote of the holders of 66 ² / ₃ % of the voting power of our capital stock entitled to vote generally in the election of directors. Except as described below, this provision, when coupled with the exclusive power of our board of directors to fill vacant directorships, precludes stockholders from removing incumbent directors except with the affirmative vote of the holders of 66 ² / ₃ % of the voting power of our capital stock entitled to vote generally in the election of directors and from filling the vacancies created by such removal.

We entered into a registration rights agreement in connection with our May 2013 private offering and private placement. We may be required by the registration rights agreement and our bylaws to hold a special meeting of our stockholders for the purpose of considering and voting on the removal of our directors then in office and electing the successors of any directors so removed (which we refer to as a “special election meeting”) unless the requirement is waived or deferred in accordance with the registration rights agreement and our bylaws. At such a special election meeting, a director may be removed with or without cause by the affirmative vote of holders of a majority of the voting power of our capital stock entitled to vote generally in the election of directors. This requirement for a special election meeting should no longer be applicable upon completion of this offering. See also “—Bylaw Amendments” below.

Meetings of Stockholders

Pursuant to our bylaws, an annual meeting of our stockholders for the purpose of the election of directors and the transaction of any other business will be held on a date and at the time and place, if any, determined by our board of directors. Each of our directors is elected by our stockholders to serve until the next annual meeting and until his or her successor is duly elected and qualified. In addition, our board of directors, the chairman of our board of

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directors, our chief executive officer or our president may call a special meeting of our stockholders for any purpose, but business transacted at any special meeting of our stockholders shall be limited to the purposes stated in the notice of such meeting. In addition, we will be required to hold a special election meeting under the circumstances described above under “—Removal of Directors.”

Elimination of Stockholder Action by Written Consent.

Our charter expressly eliminates the right of our stockholders to act by written consent. Stockholder action must take place at the annual or a special meeting of our stockholders.

Charter Amendments

Unless a higher vote is required by its certificate of incorporation, the affirmative vote of a majority of the outstanding stock entitled to vote is required to amend a Delaware corporation’s certificate of incorporation. However, amendments which make changes relating to the capital stock by increasing or decreasing the par value or the aggregate number of authorized shares of a class, or by altering or changing the powers, preferences or special rights of a class so as to affect them adversely, also require the affirmative vote of a majority of the outstanding shares of such class, even though such class would not otherwise have voting rights.

Pursuant to our charter, in addition to any votes required by applicable law and subject to the express rights, if any, of the holders of any series of preferred stock, the affirmative vote of the holders of at least 66 ² / ₃ % of the voting power of our capital stock entitled to vote generally in the election of directors shall be required to amend, modify or repeal any provision, or adopt any new or additional provision, in a manner inconsistent with our charter provisions relating to the removal of directors, exculpation of directors, indemnification, the prohibition against stockholders acting by written consent and the vote of our stockholders required to amend our bylaws. In addition, pursuant to our charter, we reserve the right at any time and from time to time to amend, modify or repeal any provision contained in our charter, and any other provision authorized by Delaware law in force at such time may be added in the manner prescribed by our charter or by applicable law, and all rights, preferences and privileges conferred upon stockholders, directors or any other persons pursuant to the charter are granted subject to the foregoing reservation of rights. Notwithstanding the foregoing, no amendment, modification or repeal to our charter provisions relating to indemnification or the exculpation of directors shall adversely affect any right or protection existing under our charter immediately prior to such amendment, modification or repeal.

Bylaw Amendments

Our board of directors has the power to amend, modify or repeal our bylaws or adopt any new provision authorized by the laws of the State of Delaware in force at such time. Under our charter, the stockholders have the power to amend, modify or repeal our bylaws, or adopt any new provision authorized by the laws of the State of Delaware in force at such time, at a duly called meeting of the stockholders, solely with, notwithstanding any other provisions of our bylaws or any provision of law which might otherwise permit a lesser vote or no vote, the affirmative vote of 66 ² / ₃ % of the voting power of our capital stock enabled to vote generally.

Pursuant to our bylaws, we are required to hold a special meeting of our stockholders for the purpose of considering and voting on the removal of our directors then in office and electing the successors of any directors so removed (a special election meeting) if, prior to June 30, 2014, the resale shelf registration statement we are required to file with the SEC pursuant to the registration rights agreement has not been declared effective by the SEC or the shares sold in this offering have not been listed for trading on a national securities exchange. This requirement for a special election meeting should no longer be applicable upon completion of this offering. See also “—Removal of Directors” above.

Advance Notice of Director Nominations and New Business

Our bylaws provide that, with respect to an annual meeting of stockholders, nominations of individuals for election to our board of directors and the proposal of other business to be considered by our stockholders at an annual meeting of stockholders may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our board of directors or (3) by a stockholder who was a stockholder of record both at the time such

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stockholder gives the Company the requisite notice of such nomination or business and at the time of the meeting, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in our bylaws, including a requirement to provide certain information about the stockholder and its affiliates and the nominee or business proposal, as applicable.

With respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting. Nominations of persons for election to our board of directors may be made at a special meeting of stockholders at which directors are to be elected only (1) by or at the direction of our board of directors or (2) provided that our board of directors has determined that a purpose of the special meeting is to elect directors, by a stockholder who was a stockholder of record both at the time such stockholder gives the Company the requisite notice of such nomination or business and at the time of the special meeting, who is entitled to vote at the meeting and upon such election and who has complied with the notice procedures set forth in our bylaws, including a requirement to provide certain information about the stockholder and its affiliates and the nominee.

Anti-Takeover Provisions

Selected provisions of our charter and bylaws . Our charter and/or bylaws contain anti-takeover provisions that:

•

require that actions to be taken by our stockholders may be taken only at an annual or special meeting of our stockholders and not by written consent;

•

specify that special meetings of our stockholders can be called only by our board of directors, the chairman of our board of directors, our chief executive officer, or our president;

•

provide that our bylaws may be amended by our board of directors without stockholder approval;

•

establish advance notice procedures for stockholders to submit nominations of candidates for election to our board of directors and other proposals to be brought before a stockholders meeting.

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Delaware Anti-Takeover Statute . In our charter we elected to be subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless the business combination or the acquisition of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns 15% or more of a corporation’s voting stock or is our affiliate or associate and was the owner of 15% or more of our outstanding voting stock at any time within the three-year period immediately before the date of determination. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

Limitations on Liability, Indemnification of Officers and Directors and Insurance

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors, subject to certain exceptions, by provision of the corporation’s certificate of incorporation. Our charter contains a provision eliminating the personal liability of our directors to the fullest extent permitted by the DGCL. In addition, our charter includes provisions that require us to indemnify, to the fullest extent allowable under the DGCL, our directors and officers for monetary damages for actions taken as our director or officer, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the case may be. Our charter also provides that we must advance reasonable expenses to our directors and officers, subject to our receipt of an undertaking from the indemnified party as may be required under the DGCL.

We are also expressly authorized by the DGCL to carry directors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities. The limitation of liability and indemnification and advancements provisions in our charter and bylaws, respectively, may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, our charter provision eliminating the personal liability of our directors to the fullest extent permitted by the DGCL does not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s fiduciary duties, including the duty of care. The indemnification provisions will not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a derivative or direct suit, we pay the litigation costs of our directors and officers and the costs of settlement and damage awards against directors and officers pursuant to these indemnification and advancements provisions. There is currently no pending material litigation or proceeding against any of our directors, officers or employees for which indemnification or advancement is sought.

We maintain standard policies of insurance that provide coverage (i) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) to us with respect to indemnification and advancements payments that we may make to such directors and officers.

Insofar as the above described indemnification provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we understand that in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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Authorized but Unissued Shares

Our authorized but unissued shares of common stock will be available for future issuance without your approval. We may use additional shares for a variety of purposes, including future offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Transfer Agent and Registrar

We have retained American Stock Transfer & Trust Company, LLC as the transfer agent and registrar for our common stock.

Registration Rights Agreement

In connection with our May 2013 private offering and private placement of our common stock, we entered into a registration rights agreement with FBR Capital Markets & Co., as the initial purchaser and placement agent, acting for itself and for the benefit of the purchasers of our common stock in our May 2013 private offering and private placement.

Under the registration rights agreement, we agreed, at our expense, to use our commercially reasonable efforts to file with the SEC as soon as reasonably practicable following the completion of the May 2013 private offering and private placement, but in no event later than December 31, 2013, a shelf registration statement registering for resale all of the shares of our common stock sold in our May 2013 private offering and private placement that are not sold by the selling stockholders in this offering (which we refer to as the “registrable shares”), plus any additional shares of common stock issued in respect thereof whether by stock dividend, stock distribution, stock split, or otherwise. We refer to this registration statement as the “resale shelf registration statement.” We are obligated to use our commercially reasonable efforts to cause the resale shelf registration statement to be declared effective by the SEC under the Securities Act as promptly as practicable after the filing (such time of effectiveness may be deferred until up to 60 days after completion of this offering), but in any event prior to June 30, 2014, and to maintain the resale shelf registration statement continuously effective under the Securities Act, subject to certain permitted blackout periods, until the first to occur of:

•

the date on which the registrable shares covered by the resale shelf registration statement have been resold in accordance with the resale shelf registration statement;

•

the date on which the registrable shares covered by the resale shelf registration statement have been transferred pursuant to Rule 144 (or any successor or analogous rule) under the Securities Act; and

•

the date on which the registrable shares covered by the resale shelf registration statement have been sold to us or cease to be outstanding.

We have filed with the SEC a registration statement on Form S-1 for this offering and for the resale of the registrable shares that are not sold by the selling stockholders in this offering, and this prospectus forms a part of that registration statement, which is considered the resale shelf registration statement.

In addition, pursuant to the registration rights agreement, if the SEC declares the resale shelf registration statement effective on or before June 30, 2014, then we will pay each of Dale Francescon and Robert Francescon, if he is then employed by us, a cash bonus of $250,000. Each of Dale Francescon and Robert Francescon should earn this bonus upon completion of this offering.

However, if, prior to June 30, 2014, the resale shelf registration statement has not been declared effective by the SEC or our common stock has not been listed for trading on a national securities exchange, then the registration rights agreement and our bylaws require that we hold a special meeting of our stockholders for the purpose of considering and voting on the removal of our directors then in office and electing the successors of any directors so removed, unless the requirement is waived or deferred in accordance with the registration rights agreement and our bylaws. This requirement for a special election meeting should no longer be applicable upon completion of this offering.

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All holders of the registrable shares and each of their respective direct and indirect transferees may elect to participate in this offering as selling stockholders, subject to:

•

execution of a customary underwriting agreement; completion and execution of any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the terms of such underwriting agreement; and provision to us of such information as we may reasonably request in writing for inclusion in the registration statement of which this prospectus forms a part;

•

compliance with the registration rights agreement;

•

cutback rights on the part of the underwriters; and

•

other conditions and limitations that may be imposed by the underwriters.

In connection with our May 2013 private offering and private placement, the selling stockholders have agreed with us not to directly or indirectly sell, offer to sell, grant any option or otherwise transfer or dispose of any shares of our common stock (other than the shares of our common stock the selling stockholders are selling in this offering) for 180 days after the date of this prospectus, in the case of the selling stockholders in this offering, or 60 days after the date of this prospectus, in the case of stockholders who are not selling shares of our common stock in this offering. We have agreed not to waive or otherwise modify that agreement without the prior written consent of the representatives of the underwriters.

We have agreed to indemnify the selling stockholders for certain violations of federal or state securities laws in connection with any registration statement in which the selling stockholders sell their shares of our common stock pursuant to these registration rights.

The preceding summary of certain provisions of the registration rights agreement is not intended to be complete, and is subject to, and qualified in its entirety by reference to, all of the provisions of the registration rights agreement, the form of which has been filed as an exhibit to the registration statement of which this prospectus forms a part.

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SHARES ELIGIBLE FOR FUTURE SALE

General

Upon the completion of this offering, as a result of the issuance of shares in this offering, there will be shares of our common stock issued and outstanding ( shares if the underwriters exercise in full their over-allotment option to purchase additional shares of our common stock in this offering).

Of the total number of shares of our common stock to be issued and outstanding upon completion of this offering:

•

shares are being offered and sold in this offering ( shares if the underwriters exercise in full their over-allotment option to purchase additional shares of our common stock in this offering). These shares will be freely transferable without restriction or further registration under the Securities Act, except that any shares held or acquired by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, will be subject to the volume limitations and other restrictions of Rule 144 described below;

•

up to shares will be registered for resale on a continuous basis pursuant to the resale shelf registration statement we have filed with the SEC as part of the registration statement of which this prospectus forms a part. These shares will be freely transferable without restriction or further registration under the Securities Act, except that any shares held or acquired by our affiliates will be subject to the volume limitations and other restrictions of Rule 144 described below. In addition, these shares are subject to a lock-up agreement for 60 days after the date of this prospectus (or 180 days in the case of any such shares held by the selling stockholders and our officers and directors); and

•

the remaining shares have not been registered and may be “restricted” securities within the meaning of Rule 144 under the Securities Act. These shares may not be sold unless they are registered under the Securities Act or the restrictions under Rule 144 have lapsed or another exemption from registration is available. In addition, these shares are subject to lock-up agreements for 60 days after the date of this prospectus (or 180 days in the case of any such shares held by the selling stockholders and our officers and directors).

Prior to this offering, there has been no public market for shares of our common stock. Although we intend to apply to list the shares of our common stock on the New York Stock Exchange under the symbol “ ,” an active trading market for the shares of our common stock may never develop or if one develops, it may not be sustained following this offering. No assurance can be given as to the likelihood that an active trading market for our common stock will develop, the liquidity of any such market, the ability of our stockholders to sell their shares or the prices that our stockholders may obtain for any of their shares. No prediction can be made as to the effect, if any, that future sales of shares of our common stock, or the availability of shares of our common stock for future sale, will have on the market price prevailing from time to time. Sales of substantial amounts of our common stock, or the perception that such sales could occur, may affect adversely prevailing market prices of our common stock. See “Risk Factors—Risks Related to this Offering and Ownership of our Common Stock.”

Rule 144

After giving effect to this offering, shares of our outstanding common stock will be “restricted” securities under the meaning of Rule 144 under the Securities Act, and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemption provided by Rule 144.

In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale and who has beneficially owned shares considered to be restricted securities under Rule 144 for at least six months would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned shares considered to be restricted securities under Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

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An affiliate of ours who has beneficially owned shares of our common stock for at least six months would be entitled to sell, within any three-month period, a number of shares that does not exceed the greater of:

•

1% of the shares of our common stock then outstanding, which will equal approximately shares immediately after this offering; or

•

the average weekly trading volume of our common stock on the New York Stock Exchange during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale and have filed all required reports during that time period. Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to manner of sale provisions, notice requirements and the availability of current public information about us.

2013 Long-Term Incentive Plan

We have adopted an equity incentive plan. The number of shares of our common stock that may be issued under our 2013 Long-Term Incentive Plan is 1,050,000 shares.

We have previously granted an aggregate of 181,824 shares of restricted stock to our executive officers, directors and certain employees pursuant to our 2013 Long-Term Incentive Plan. We expect to have an additional 868,176 shares of our common stock reserved for future issuance under our 2013 Long-Term Incentive Plan, comprised of an aggregate of 630,000 shares which may be issued in connection with incentive stock options and an aggregate of 238,176 shares which may be issued as restricted stock. For a description of our 2013 Long-Term Incentive Plan, see “Executive and Director Compensation—2013 Long-Term Incentive Plan.”

Subsequent to the effectiveness of the registration statement of which this prospectus forms a part, we intend to file a registration statement on Form S-8 to register the total number of shares of our common stock that may be issued under our 2013 Long-Term Incentive Plan, including the shares of restricted stock granted to our executive officers and directors, as well as any options to purchase shares of our common stock that may be granted to our executive officers.

Lock-Up Periods

For a description of certain lock-up periods, see “Description of Capital Stock—Registration Rights Agreement” and “Underwriting.”

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CERTAIN MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain material United States federal income tax consequences to you of the acquisition, ownership and disposition of shares of our common stock offered pursuant to this prospectus. This discussion is not a complete analysis of all of the potential United States federal income tax consequences relating thereto, and, except as otherwise specifically provided herein, it does not address any estate and gift tax consequences or any tax consequences arising under any state, local or foreign tax laws, or any other United States federal tax laws. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the Internal Revenue Service (which we refer to as the “IRS”) all as in effect as of the date of this prospectus. These authorities may change, possibly retroactively, resulting in United States federal income tax consequences different from those discussed below. No ruling has been or will be sought from the IRS with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position regarding the tax consequences of the acquisition, ownership or disposition of the shares of our common stock, or that any such contrary position would not be sustained by a court.

This discussion is limited to holders who purchase shares of our common stock pursuant to this prospectus and who hold the shares of our common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion also does not consider any specific facts or circumstances that may be relevant to holders subject to special rules under the United States federal income tax laws, including, without limitation:

•

financial institutions, banks and thrifts;

•

insurance companies;

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tax-exempt organizations;

•

“S” corporations, partnerships or other pass-through entities;

•

traders in securities that elect to mark to market;

•

regulated investment companies and real estate investment trusts;

•

broker-dealers or dealers in securities or currencies;

•

United States expatriates;

•

persons subject to the alternative minimum tax;

•

persons holding our stock as a hedge against currency risks or as a position in a straddle; or

•

U.S. holders (as defined below) whose functional currency is not the United States dollar.

If a partnership (or other entity taxed as a partnership for United States federal income tax purposes) holds shares of our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, upon the activities of the partnership, and upon certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the specific United States federal income tax consequences to them.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND DISPOSING OF SHARES OF OUR COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS AND ANY OTHER UNITED STATES FEDERAL TAX LAWS.

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For purposes of this discussion, a “U.S. holder” is any beneficial owner of shares of our common stock who, for United States federal income tax purposes, is:

•

an individual who is a citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States or of any state or in the District of Columbia;

•

an estate the income of which is subject to United States federal income taxation regardless of its source; or

•

a trust, if a United States court can exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or if the trust has a valid election in place to be treated as a United States person.

A “non-U.S. holder” is any beneficial owner of our common stock that is neither a “U.S. holder” nor an entity treated as a partnership for United States federal income tax purposes.

Taxation of U.S. Holders

Distributions on Shares of Our Common Stock . If we make cash or other property distributions on shares of our common stock, such distributions generally will constitute dividends for United States federal income tax purposes to the extent of our current and accumulated earnings and profits, as determined under United States federal income tax principles. Subject to certain limitations, these distributions may be eligible for the dividends-received deduction in the case of U.S. holders that are corporations. In general, a dividend distribution to a corporate U.S. holder may qualify for the 70% dividends received deduction if the U.S. holder owns less than 20% of the voting power and value of our stock. Dividends paid to non-corporate U.S. holders generally will qualify for taxation at special rates as “qualified dividends” if such U.S. holder meets certain holding period and other applicable requirements. The special rate will not, however, apply to dividends received to the extent that the U.S. holder elects to treat dividends as “investment income,” which may be offset by investment expense.

Amounts not treated as dividends for United States federal income tax purposes will constitute a return of capital and will first be applied against and reduce a U.S. holder’s tax basis in the shares of our common stock, but not below zero. Distributions in excess of our current and accumulated earnings and profits and in excess of a U.S. holder’s tax basis in its shares of our common stock will be taxable as capital gain realized on the sale or other disposition of the shares of our common stock and will be treated as described under “—Sale or Other Taxable Dispositions of Shares of Our Common Stock” below.

Sale or Other Taxable Dispositions of Shares of Our Common Stock . If a U.S. holder sells or disposes of shares of our common stock, such U.S. holder generally will recognize gain or loss for United States federal income tax purposes in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale or other disposition and the U.S. holder’s adjusted basis in the shares of our common stock for United States federal income tax purposes. This gain or loss generally will be long-term capital gain or loss if the U.S. holder has held the shares of our common stock for more than one year. The deductibility of capital losses is subject to limitations.

Backup Withholding and Information Reporting . Information reporting will generally apply to U.S. holders with respect to payments of dividends on shares of our common stock and to certain payments of proceeds on the sale or other disposition of shares of our common stock. Certain noncorporate U.S. holders may be subject to U.S. backup withholding on payments of dividends on shares of our common stock and certain payments of proceeds on the sale or other disposition of shares of our common stock unless the beneficial owner of shares of our common stock furnishes the payor or its agent with a taxpayer identification number, certified under penalties of perjury, and certain other information, or otherwise establishes, in the manner prescribed by law, an exemption from backup withholding.

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U.S. backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a credit against a U.S. holder’s United States federal income tax liability, which may entitle the U.S. holder to a refund, provided the U.S. holder timely furnishes the required information to the IRS.

Medicare Tax. A U.S. person that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% tax on the lesser of (1) the U.S. person’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. person’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000 depending on the individual’s circumstances). Net investment income generally includes dividends, and net gains from the disposition of common stock, unless such income or gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). A U.S. holder that is an individual, estate or trust should consult its tax advisor regarding the applicability of the Medicare tax to its income and gains in respect of its investment in our common stock.

Taxation of Non-U.S. Holders

Distributions on Shares of Our Common Stock . Distributions that are treated as dividends (see “—Taxation of U.S. Holders—Distributions on Shares of Our Common Stock”) generally will be subject to United States federal withholding tax at a rate of 30% of the gross amount of the dividends, or such lower rate specified by an applicable income tax treaty. To receive the benefit of a reduced treaty rate, a non-U.S. holder must furnish to us or our paying agent a valid IRS Form W-8BEN (or applicable successor form) certifying such non-U.S. holder’s qualification for the reduced rate. This certification must be provided to us or our paying agent prior to the payment of dividends and must be updated as required by law. Non-U.S. holders that do not timely provide us or our paying agent with the required certification, but that qualify for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Unless our stock constitutes a USRPI, distributions that we make which are not dividends out of our earnings and profits will not be subject to U.S. income tax. If we cannot determine at the time a distribution is made whether or not the distribution will exceed current and accumulated earnings and profits, the distribution will be subject to withholding at the rate applicable to dividends. A non-U.S. holder may seek a refund from the IRS of any amounts withheld if it is subsequently determined that the distribution was, in fact, in excess of our current and accumulated earnings and profits. If our stock constitutes a USRPI, distributions that we make in excess of the sum of (i) the non-U.S. holder’s proportionate share of our earnings and profits, plus (ii) the non-U.S. holder’s basis in its stock, will be taxed under FIRPTA, at the rate of tax, including any applicable capital gains rates, that would apply to a U.S. holder of the same type (e.g., an individual or a corporation, as the case may be), and the collection of the tax will be enforced by a withholding at a rate of 10% of the amount by which the distribution exceeds the stockholder’s share of our earnings and profits.

If a non-U.S. holder holds shares of our common stock in connection with the conduct of a trade or business in the United States, and dividends paid on the shares of our common stock are effectively connected with such non-U.S. holder’s United States trade or business (and if required by an applicable income tax treaty, attributable to a permanent establishment maintained by the non-U.S. holder in the United States), the non-U.S. holder will be exempt from United States federal withholding tax. To claim the exemption, the non-U.S. holder must generally furnish to us or our paying agent a properly executed IRS Form W-8ECI (or applicable successor form).

Any dividends paid on shares of our common stock that are effectively connected with a non-U.S. holder’s United States trade or business (and if required by an applicable income tax treaty, attributable to a permanent establishment maintained by the non-U.S. holder in the United States) generally will be subject to United States federal income tax on a net income basis at the regular graduated United States federal income tax rates in much the same manner as if such non-U.S. holder were a resident of the United States. A non-U.S. holder that is a foreign corporation also may be subject to an additional branch profits tax equal to 30% (or such lower rate specified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. Non-U.S. holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

Sales or Other Taxable Dispositions of Shares of Our Common Stock . Subject to the discussion of backup withholding and withholding tax relating to foreign accounts below, a non-U.S. holder generally will not be subject to United States federal income tax for gain recognized on a sale or other disposition of common stock unless one of the following conditions is satisfied:

•

the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if an income tax treaty applies, is attributable to a permanent establishment maintained in the United States by such non-U.S. holder). The non-U.S. holder will, unless an applicable treaty provides otherwise, be taxed on its net gain derived from the sale or other disposition under regular graduated United States federal income tax rates. Effectively connected gains realized by a corporate non-U.S. holder may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or a lower rate as may be specified by an applicable income tax treaty;

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•

in the case of a non-U.S. holder who is an individual and holds the common stock as a capital asset, the holder is present in the United States for 183 or more days in the taxable year of the sale or other disposition and certain other conditions exist. Such gain will be subject to United States federal income tax at a flat 30% rate (or such lower rate specified by an applicable income tax treaty), but may be offset by United States source capital losses (even though the individual is not considered a resident of the United States); or

•

our common stock constitutes a USRPI within the meaning FIRPTA by reason of our status as a USRPHC for United States federal income tax purposes.

With respect to the third bullet point above, because of our holdings of United States real property interests, we believe we are a USRPHC for United States federal income tax purposes. Because the determination of whether we are a USRPHC depends on the fair market value of our United States real property interests relative to the fair market value of our other trade or business assets and any foreign real property interests, it is possible that we may not remain a USRPHC in the future. As a USRPHC, if a class of our stock is regularly traded on an established securities market, such stock will be treated as a USRPI only with respect to a non-U.S. holder that actually or constructively holds more than five percent of such class of stock at any time during the shorter of the five-year period preceding the date of disposition or the holder’s holding period for such stock. We anticipate that our common stock will be regularly traded on an established securities market following this offering. However, no assurance can be given in this regard and no assurance can be given that our common stock will remain regularly traded in the future. If gain on the sale or other taxable disposition of shares of our common stock were subject to taxation under FIRPTA as a sale of a USRPI, the non-U.S. holder would be subject to regular United States federal income tax with respect to such gain in the same manner as a taxable U.S. holder (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals). In addition, if the sale or other taxable disposition of shares of our common stock is subject to tax under FIRPTA, the purchaser of the stock would be required to withhold and remit to the IRS 10% of the purchase price unless an exception applies. A non-U.S. holder also will be required to file a United States federal income tax return for any taxable year in which it realizes a gain from the disposition of our common stock that is subject to United States federal income tax.

Under currently effective United States Treasury Regulations, as a USRPHC, if a class of our stock is regularly traded on an established securities market (such as the New York Stock Exchange), such stock will be treated as a USRPI only with respect to a non-U.S. holder that actually or constructively holds more than five percent of such class of stock at any time during the shorter of the five-year period preceding the date of disposition or the holder’s holding period for such stock. We anticipate that our common stock will be regularly traded on an established securities market following this offering. However, no assurance can be given in this regard and no assurance can be given that our common stock will remain regularly traded in the future.

Non-U.S. holders should consult their tax advisors concerning the consequences of selling or otherwise disposing of shares of our common stock.

Backup Withholding Tax and Information Reporting . We must report annually to each non-U.S. holder of shares of our common stock and to the IRS the amount of payments on the shares of our common stock paid to such non-U.S. holder and the amount of any tax withheld with respect to those payments. These information reporting requirements apply even if no withholding was required because the payments were effectively connected with the non-U.S. holder’s conduct of a United States trade or business, or withholding was reduced or eliminated by an applicable income tax treaty. This information also may be made available under a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established. Backup withholding, however, generally will not apply to distribution payments to a non-U.S. holder of shares of our common stock provided the non-U.S. holder furnishes to us or our paying agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN or IRS Form W-8ECI, or certain other requirements are met. Notwithstanding the foregoing, backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that the holder is a U.S. person that is not an exempt recipient.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s United States federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax Relating to Foreign Accounts . The Foreign Account Tax Compliance Act (which we refer to as “FATCA”) provides that a 30% withholding tax will be imposed on certain payments (including dividends as well as gross proceeds from sales of stock giving rise to such dividends) made to a foreign financial institution (as specifically defined in the Code) and certain other foreign entities if such entity fails to satisfy certain new disclosure and reporting rules. FATCA generally requires that (i) in the case of a foreign financial institution,

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the entity identifies and provides information in respect of financial accounts with such entity held (directly or indirectly) by U.S. persons and U.S.-owned foreign entities and (ii) in the case of a non-financial foreign entity, the entity identifies and provides information in respect of substantial U.S. owners of such entity. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (i) above, it must enter into an agreement with the U.S. Treasury requiring, among other things, that it undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to non-compliant foreign financial institutions and certain other account holders.

The IRS has released final regulations generally providing that withholding under FATCA will not apply with respect to payments of U.S. source fixed or determinable annual or periodic (FDAP), such as dividends, made prior to June 30, 2014, or to payments of gross proceeds and passthru payments made prior to January 1, 2017. The United States Treasury is also in the process of signing Intergovernmental Agreements with other countries to implement the exchange of information required under FATCA. Investors are strongly encouraged to consult with their own tax advisors regarding the potential application and impact of FATCA and any Intergovernmental Agreement between the United States and their home jurisdiction in connection with FATCA compliance.

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UNDERWRITING

We and the selling stockholders have entered into an underwriting agreement with FBR Capital Markets & Co., as representative of the underwriters named below, with respect to the shares subject to this offering. Subject to the terms and conditions in the underwriting agreement, we and the selling stockholders have agreed to sell to the underwriters, and each underwriter has agreed to purchase from us and the selling stockholders on a firm commitment basis, the respective number of shares of our common stock set forth opposite its name in the table below:


Underwriters		Number of Shares
FBR Capital Markets & Co.



Total

The underwriting agreement provides that the obligation of the underwriters to purchase all of the shares being offered to the public is subject to approval of legal matters by counsel and the satisfaction of other conditions. These conditions include, among others, the continued accuracy of representations and warranties made by us and the selling stockholders in the underwriting agreement, delivery of legal opinions and the absence of any material changes in our assets, business or prospects after the date of this prospectus. The underwriters are obligated to purchase all of our shares in this offering, other than those covered by the over-allotment option described below, if they purchase any of our shares.

The representatives of the underwriters have advised us that the underwriters propose to offer the common stock directly to the public at the public offering prices listed on the cover page of this prospectus and to selected dealers, who may include the underwriters, at the public offering price less a selling concession not in excess of $ per share for the common stock. The underwriters may allow, and the selected dealers may reallow, a concession not in excess of $ per share for the common stock to brokers and dealers. After the completion of the offering, the underwriters may change the offering price and other selling terms.

Pursuant to the underwriting agreement, we have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments which the underwriters or other indemnified parties may be required to make in respect of any such liabilities.

Commissions and Expenses

The following table provides information regarding the amount of the underwriting discounts and commissions to be paid to the underwriters by us and the selling stockholders. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares to cover over-allotments, if any.

Total

Per Share

Without
Over-Allotment

With
Over-Allotment

Underwriting discount paid by us

Proceeds, before expenses, to us

Underwriting discount paid by the selling stockholders

Proceeds, before expenses, to the selling stockholders

We will apply to have our common stock listed on the New York Stock Exchange under the symbol “ .”

Over-Allotment Option

We have granted the underwriters an over-allotment option. This option, which is exercisable for up to 30 days after the date of this prospectus, permits the underwriters to purchase a maximum of additional shares, consisting of additional shares of common stock from us, to cover over-allotments, if any. If the underwriters exercise all or part of this option, each underwriter will be obligated to purchase its proportionate number of shares covered by the option at the public offering price that appears on the cover page of this prospectus, less the underwriting discount and non-accountable expense reimbursement of % of the gross proceeds from the sale of such additional securities.

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Lock-Up Agreements

Our executive officers and directors and certain of our significant stockholders have agreed to a 180-day “lock-up” from the date of this prospectus relating to shares of our common stock that they beneficially own, including the issuance of common stock upon the exercise of currently outstanding options and options which may be issued. This means that, for a period of 180 days following the date of this prospectus, such persons may not offer, sell, pledge or otherwise dispose of these securities without the prior written consent of the representatives, subject to certain exceptions, including (i) pursuant to the exercise and issuance of options, (ii) as a bona fide gift, (iii) to any trust for the benefit of such persons or their families, (iv) as a distribution to stockholders, partners or members of such persons, (v) any transfer required under any benefit plans or our bylaws, (vi) as required by participants in our amended and restated stock incentive plan for tax purposes, (vii) as collateral for any loan, or (viii) with respect to sales of securities acquired in the open market after the purchase of the 144A/Regulation S shares by FBR Capital Markets & Co.; provided that, where applicable, the recipients of the shares agree to be bound by the restrictions included in the lock-up agreements. The lock-up period described in the preceding sentence will be extended if (1) during the last 17 days of the lock-up period, we issue an earnings release or material news or a material event relating to us occurs, or (2) prior to the expiration of the initial lock-up period, we announce that we will release earnings results during the 15-day period following the last day of the initial lock-up period, in which case the lock-up period automatically will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless the representatives waive, in writing, such extension.

In addition, the underwriting agreement provides that we will not, for a period of 180 days following the date of this prospectus, offer, sell or distribute any of our securities, without the prior written consent of the underwriters.

Stabilization

Until the distribution of the securities offered by this prospectus is completed, rules of the SEC may limit the ability of the underwriters to bid for and to purchase our common stock. As an exception to these rules, the underwriters may engage in transactions effected in accordance with Regulation M under the Exchange Act that are intended to stabilize, maintain or otherwise affect the price of our common stock. The underwriters may engage in over-allotment sales, syndicate covering transactions, stabilizing transactions and penalty bids in accordance with Regulation M.

•

Stabilizing transactions permit bids or purchases for the purpose of pegging, fixing or maintaining the price of the common stock, so long as stabilizing bids do not exceed a specified maximum.

•

Over-allotment involves sales by the underwriters of securities in excess of the number of securities the underwriters are obligated to purchase, which creates a short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares of common stock over-allotted by the underwriters is not greater than the number of shares of common stock that they may purchase in the over-allotment option. In a naked short position, the number of shares of common stock involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option or purchasing shares of our common stock in the open market.

•

Covering transactions involve the purchase of securities in the open market after the distribution has been completed in order to cover short positions. In determining the source of securities to close out the short position, the underwriters will consider, among other things, the price of securities available for purchase in the open market as compared to the price at which they may purchase securities through the over-allotment option. If the underwriters sell more shares of common stock than could be covered by the over-allotment option, creating a naked short position, the position can only be closed out by buying securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in this offering.

•

Penalty bids permit the underwriters to reclaim a selling concession from a selected dealer when the securities originally sold by the selected dealer are purchased in a stabilizing or syndicate covering transaction.

These stabilizing transactions, covering transactions and penalty bids may have the effect of raising or maintaining the market price of our securities or preventing or retarding a decline in the market price of our common stock. As a result, the price of our securities may be higher than the price that might otherwise exist in the open market.

143

Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the prices of our securities. These transactions may occur on any trading market. If any of these transactions are commenced, they may be discontinued without notice at any time.

This prospectus may be made available in electronic format on Internet sites or through other online services maintained by the underwriters or their affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place orders online. Other than this prospectus in electronic format, any information on the underwriters’ or their affiliates’ websites and any information contained in any other website maintained by the underwriters or any affiliate of the underwriters is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the underwriters and should not be relied upon by investors.

Notice to Prospective Investors in the EEA

In relation to each Member State of the European Economic Area (EEA) which has implemented the Prospectus Directive (each, a “Relevant Member State”), an offer to the public of any shares which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a)

to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b)

to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c)

by the underwriters to fewer than 100 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

(d)

in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of shares shall result in a requirement for the publication by us or any representative of a prospectus pursuant to Article 3 of the Prospectus Directive.

Any person making or intending to make any offer of shares within the EEA should only do so in circumstances in which no obligation arises for us or any of the underwriters to produce a prospectus for such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of shares through any financial intermediary, other than offers made by the underwriters which constitute the final offering of shares contemplated in this prospectus.

For the purposes of this provision, and your representation below, the expression an “offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase any shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any shares under, the offer of shares contemplated by this prospectus will be deemed to have represented, warranted and agreed to and with us and each underwriter that:

(A)

it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and

(B)

in the case of any shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the shares acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than “qualified investors” (as defined in the Prospectus Directive), or in circumstances in which the prior consent of the representatives has been given to the offer or resale; or (ii) where shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those shares to it is not treated under the Prospectus Directive as having been made to such persons.

144

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to and is only directed at persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the Order, and/or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).

This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom who is not a relevant person should not act or rely on this document or any of its contents.

Each underwriter has represented, warranted and agreed that:

(A)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended, or the FSMA) received by it in connection with the issue or sale of the Shares in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(B)

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our common stock in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Germany

Any offer or solicitation of securities within Germany must be in full compliance with the German Securities Prospectus Act (Wertpapierprospektgesetz—WpPG). The offer and solicitation of securities to the public in Germany requires the publication of a prospectus that has to be filed with and approved by the German Federal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht—BaFin). This prospectus has not been and will not be submitted for filing and approval to the BaFin and, consequently, will not be published. Therefore, this prospectus does not constitute a public offer under the German Securities Prospectus Act (Wertpapierprospektgesetz). This prospectus and any other document relating to our common stock, as well as any information contained therein, must therefore not be supplied to the public in Germany or used in connection with any offer for subscription of our common stock to the public in Germany, any public marketing of our common stock or any public solicitation for offers to subscribe for or otherwise acquire our common stock. This prospectus and other offering materials relating to the offer of our common stock are strictly confidential and may not be distributed to any person or entity other than the designated recipients hereof.

145

Notice to Prospective Investors in Switzerland

This document, as well as any other material relating to the shares which are the subject of the offering contemplated by this prospectus, do not constitute an issue prospectus pursuant to Article 652a and/or 1156 of the Swiss Code of Obligations. The shares will not be listed on the SIX Swiss Exchange and, therefore, the documents relating to the shares, including, but not limited to, this document, do not claim to comply with the disclosure standards of the listing rules of SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange. The shares are being offered in Switzerland by way of a private placement, i.e. , to a small number of selected investors only, without any public offer and only to investors who do not purchase the shares with the intention to distribute them to the public. The investors will be individually approached by the issuer from time to time. This document, as well as any other material relating to the shares, is personal and confidential and do not constitute an offer to any other person. This document may only be used by those investors to whom it has been handed out in connection with the offering described herein and may neither directly nor indirectly be distributed or made available to other persons without express consent of the issuer. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in (or from) Switzerland.

146

LEGAL MATTERS

Certain legal matters in connection with this offering, including the validity of the shares of our common stock offered hereby, will be passed upon for us by Greenberg Traurig, LLP, Los Angeles, California. Certain legal matters in connection with this offering will be passed upon for the underwriters by Gibson, Dunn & Crutcher LLP. has acted as counsel to the selling stockholders.

147

CHANGE IN ACCOUNTANTS

On October 21, 2013, we dismissed BKD, LLP as our independent registered public accounting firm, which dismissal has been approved by our Audit Committee and ratified by our board of directors.

The consolidated financial statements of Century Communities, Inc. and our predecessor Century Communities Colorado, LLC as of and for the year ended December 31, 2012 were audited by BKD, LLP, and their reports on such financial statements did not contain any adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. During the year ended December 31, 2012, and the subsequent interim period through October 21, 2013, (i) there were no disagreements with BKD, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BKD, LLP, would have caused them to make reference to the subject matter of the disagreements in connection with their report on the financial statements for such year, and (ii) there were no “reportable events” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

On October 21, 2013, we engaged Ernst & Young LLP as our independent registered public accounting firm, which engagement has been approved by our Audit Committee and ratified by our board of directors. During the years ended December 31, 2012 and 2011, and the subsequent interim period through October 21, 2013, we did not consult with Ernst & Young LLP on any matters regarding the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on our financial statements, or any other matter that was the subject of a disagreement (as such term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as such term is used in Item 304(a)(1)(v) of Regulation S-K).

EXPERTS

The consolidated financial statements of Century Communities, Inc. as of December 31, 2013, and for the year then ended, included in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Century Communities, Inc. and our predecessor Century Communities Colorado, LLC as of and for the year ended December 31, 2012 have been audited by BKD, LLP, independent registered accounting firm, as stated in their report appearing herein. We have included our financial statements in this prospectus and elsewhere in the registration statement in reliance on BKD, LLP’s report, given on its authority as an expert in accounting and auditing.

The consolidated financial statements of Las Vegas Land Holdings, LLC as of December 31, 2013 and 2012, and for each of the two years in the period ended December 31, 2013, included in this prospectus and in the registration statement have been so included in reliance on the report of BDO USA, LLP, independent certified public accountants, appearing elsewhere herein and in the registration statement, given on the authority of said firm as experts in auditing and accounting.

Unless otherwise indicated, all statistical and economic market data included in this prospectus, and in particular in the sections entitled “Summary,” “Market Opportunity” and “Our Business,” is derived from a market study prepared for us in connection with this offering by John Burns Real Estate Consulting, LLC (which we refer to as “JBREC”), an independent research provider and consulting firm, and is included in this prospectus in reliance on JBREC’s authority as an expert on such matters. We have paid JBREC a fee of $46,500 for its services, plus an amount charged at an hourly rate for additional information we may require from JBREC from time to time in connection with its services.

148

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act of 1933, as amended, with respect to the shares of our common stock being offered by this prospectus. This prospectus, which constitutes part of that registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement. Some items included in the registration statement are omitted from the prospectus in accordance with the rules and regulations of the SEC. For further information with respect to us and the common stock offered in this prospectus, we refer you to the registration statement and the accompanying exhibits.

A copy of the registration statement and the accompanying exhibits and any other document we file may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from this office upon the payment of the fees prescribed by the SEC. The public may obtain information on the operation of the public reference facilities in Washington, D.C. by calling the SEC at 1-800-SEC-0330. Our filings with the SEC are available to the public from the SEC’s website at www.sec.gov .

Upon the completion of this offering, we will be subject to the information and periodic reporting requirements of the Exchange Act, applicable to a company with securities registered pursuant to Section 12 of the Exchange Act. In accordance therewith, we will file proxy statements, periodic information and other information with the SEC. All documents filed with the SEC are available for inspection and copying at the public reference room and website of the SEC referred to above. We maintain a website at www.centurycommunities.com. You may access our reports, proxy statements and other information free of charge at this website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this prospectus.

149

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Reports of Independent Registered Public Accounting Firms			F-2

Consolidated Balance Sheets of Century Communities, Inc. as of December 31, 2013 and December 31, 2012			F-4

Consolidated Statements of Operations of Century Communities, Inc. for the Years Ended December 31, 2013 and 2012			F-5

Consolidated Statements of Equity of Century Communities, Inc. for the Years Ended December 31, 2013 and 2012			F-6

Consolidated Statements of Cash Flows of Century Communities, Inc. for the Years Ended December 31, 2013 and 2012			F-7

Notes to Consolidated Financial Statements of Century Communities, Inc. (December 31, 2013 and 2012)			F-9

Independent Auditor’s Report			F-34

Consolidated Balance Sheets of Las Vegas Land Holdings, LLC and Subsidiaries as of December 31, 2013 and December 31, 2012			F-36

Consolidated Statements of Operations of Las Vegas Land Holdings, LLC and Subsidiaries for the Years Ended December 31, 2013 and 2012			F-37

Consolidated Statements of Members’ Equity of Las Vegas Land Holdings, LLC and Subsidiaries for the Years Ended December 31, 2013 and 2012			F-38

Consolidated Statements of Cash Flows of Las Vegas Land Holdings, LLC and Subsidiaries for the Years Ended December 31, 2013 and 2012			F-39

Notes to Consolidated Financial Statements of Las Vegas Land Holdings, LLC and Subsidiaries (December 31, 2013 and 2012)			F-40

Unaudited Pro Forma Condensed Financial Statements as of and for the Year Ended December 31, 2013			F-52

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors of Century Communities, Inc.

We have audited the accompanying consolidated balance sheet of Century Communities, Inc. as of December 31, 2013, and the related consolidated statements of operations, equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Century Communities, Inc. at December 31, 2013, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with the U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Denver, Colorado

April 7, 2014, except for Note 22,

as to which the date is May 2, 2014

F-2

Report of Independent Registered Public Accounting Firm

Audit Committee, Board of Directors and Stockholders

Century Communities Colorado, LLC & Affiliates

Greenwood Village, Colorado

We have audited the accompanying consolidated balance sheet of Century Communities Colorado LLC & Affiliates as of December 31, 2012, and the related consolidated statements of operations, equity and cash flows for the year ended December 31, 2012. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing auditing procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit also included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Century Communities Colorado LLC & Affiliates as of December 31, 2012, and the results of its operations and its cash flows for the year ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

/s/ BKD, LLP

February 12, 2014

Denver, Colorado

F-3

Century Communities, Inc.

Consolidated Balance Sheets

As of December 31, 2013 and 2012

(in thousands)


	As of December 31,
	2013		2012
Assets
Cash and cash equivalents	$	109,998	$	4,357
Cash held in trust		—		2,917
Accounts receivable		4,438		897
Inventories		184,072		75,316
Prepaid expenses and other assets		8,415		2,057
Property and equipment, net		3,360		2,517
Amortizable intangible assets, net		1,877		—
Goodwill		479		—
Assets of consolidated variable interest entities:
Cash and cash equivalents		—		623
Inventories		—		1,989

Total assets	$	312,639	$	90,673

Liabilities and equity
Liabilities:
Accounts payable	$	588	$	2,459
Accrued expenses and other liabilities		38,083		19,095
Deferred tax liability, net		912		—
Payable to affiliates		—		95
Notes payable and revolving loan agreement		1,500		33,206
Subordinated obligation due to member		—		11,244
Liabilities of consolidated variable interest entities:
Accrued expenses		—		13

Total liabilities		41,083		66,112

Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none outstanding		—		—
Common stock, $0.01 par value, 100,000,000 shares authorized, 17,257,774 shares issued and outstanding at December 31, 2013 (none at December 31, 2012)		173		—
Additional paid-in capital		262,982		—
Retained earnings		8,401		—
Members’ capital before non-controlling interests		—		22,060
Non-controlling interests		—		2,501

Total stockholders’ equity		271,556		24,561

Total liabilities and stockholders’ equity	$	312,639	$	90,673

See Notes to Consolidated Financial Statements

F-4

Century Communities, Inc.

Consolidated Statements of Operations

For the Years Ended December 31, 2013 and 2012

(in thousands, except per share amounts)


	Year Ended December 31,
	2013			2012
Home sales revenues	$	171,133		$	96,030
Cost of sales		129,651			75,448

Gross margin		41,482			20,582
Selling, general, and administrative (including related-party management fees of $200 and $600 in 2013 and 2012, respectively)		23,622			13,496

Operating income		17,860			7,086
Other income (expense):
Interest income		228			11
Interest expense		—			—
Other expense		(26	)		342
Gain on disposition of assets		11			—

Income before tax expense		18,073			7,439
Income tax expense		5,015			—
Deferred taxes on conversion to a corporation		627			—

Consolidated net income of Century Communities, Inc.		12,431			7,439
Net income attributable to the non-controlling interests		52			1,301

Income attributable to common stockholders	$	12,379		$	6,138

Earnings per share
Basic and diluted	$	0.95		$	—

Weighted average number of common shares outstanding
Basic and diluted		12,873,562			—

Unaudited pro forma net income, income attributable to common stockholders, and earnings per share (Note 20)
Net income	$	12,185		$	5,388

Income attributable to common stockholders		12,031			4,087

Basic and diluted earnings per share		0.93			0.82

Unaudited pro forma weighted average number of common shares (Note 20)
Basic and diluted		12,873,562			5,000,000

See Notes to Consolidated Financial Statements

F-5

Century Communities, Inc.

Consolidated Statements of Equity

December 31, 2013 and 2012

(in thousands)


	Members’ Capital			Common Stock				Paid-In Capital		Retained Earnings		Non- Controlling Interests			Total Equity
	Members’ Capital			Shares		Amount		Paid-In Capital		Retained Earnings		Non- Controlling Interests			Total Equity
Balance at December 31, 2011	$	26,316		$	—	$	—	$	—	$	—	$	2,215		$	28,531
Noncash contributions		1,280			—		—		—		—		—			1,280
Noncash distributions		(5,365	)		—		—		—		—		—			(5,365	)
Distributions		(6,309	)		—		—		—		—		(1,015	)		(7,324	)
Net income		6,138			—		—		—		—		1,301			7,439

Balance at December 31, 2012		22,060			—		—		—		—		2,501			24,561
Noncash contributions		3,708			—		—		—		—		—			3,708
Noncash distributions		—			—		—		—		—		(1,603	)		(1,603	)
Contributions		1,500			—		—		—		—		—			1,500
Distributions to non-controlling interests		—			—		—		—		—		(950	)		(950	)
Distributions to members		(3,830	)		—		—		—		—		—			(3,830	)
Conversion of subordinated obligation to equity		11,244			—		—		—		—		—			11,244
Net income January 1, 2013 through April 30, 2013		3,978			—		—		—		—		52			4,030

Members’ capital as of April 30, 2013		38,660			—		—		—		—		—			38,660
Conversion of LLC to C corporation		(38,660	)		5,000		50		38,610		—		—			—
Issuance of common stock		—			12,075		121		223,639		—		—			223,760
Issuance of restricted stock awards		—			183		—		—		—		—			—
Stock-based compensation expense		—			—		2		733		—		—			735
Net income May 1, 2013 through
December 31, 2013		—			—		—		—		8,401		—			8,401

Balance at December 31, 2013	$	—		$	17,258	$	173	$	262,982	$	8,401	$	—		$	271,556

See Notes to Consolidated Financial Statements

F-6

Century Communities, Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2013 and 2012

(in thousands)


	Year Ended December 31,
	2013			2012
Operating activities
Net income	$	12,431		$	7,439
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		937			196
Stock compensation expense		735			—
Deferred provision upon conversion		627			—
Deferred provision change post conversion		285			—
Changes in assets and liabilities:
Cash held in trust		2,917			(2,917	)
Accounts receivable		(3,400	)		(829	)
Inventories		(92,250	)		(28,758	)
Prepaid expenses and other assets		(4,858	)		(95	)
Accounts payable		(2,749	)		1,152
Accrued expenses and other liabilities		17,922			7,816
Payable to affiliates		(95	)		95

Net cash used in operating activities		(67,498	)		(15,901	)

Investing activities
Purchases of property and equipment		(550	)		(839	)
Business combination		(15,708	)		—

Net cash used in investing activities		(16,258	)		(839	)

Financing activities
Borrowings under line of credit		26,671			31,500
Payments on line of credit		(47,044	)		(16,335	)
Proceeds from debt issuances		5,763			11,123
Principal payments		(17,096	)		(1,256	)
Net proceeds from issuances of common stock		223,760			—
Principal payments on long-term debt, related party		—			(1,854	)
Contributions from members		1,500			—
Distributions to members		(3,830	)		(6,309	)
Distributions to non-controlling interest		(950	)		(1,015	)

Net cash provided by financing activities		188,774			15,854

Continued on next page

See Notes to Consolidated Financial Statements

F-7

Century Communities, Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2013 and 2012

(in thousands)


	Year Ended December 31,
	2013		2012
Net increase in cash and cash equivalents	$	105,018	$	(886	)
Cash and cash equivalents:
Beginning of period		4,980		5,866

End of period	$	109,998	$	4,980

Noncash investing and financing information
Inventory contributed by members	$	3,708	$	1,280
Inventory distributed to non-controlling interests		1,603		—
Noncash distribution to members		—		5,365
Conversion of subordinated debt obligation to equity		11,244		—

Supplemental cash flow information
Interest paid, net of capitalized interest	$	—	$	—

Reconciliation of cash and cash equivalents
Cash and cash equivalents of the Company	$	109,998	$	4,357
Cash and cash equivalents of the consolidated variable interest entities		—		623

Total cash and cash equivalents	$	109,998	$	4,980

See Notes to Consolidated Financial Statements

F-8

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

1. Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Century Communities, Inc. (we or the Company) is engaged in all aspects of homebuilding, including land acquisition and development, entitlements, and the acquisition, development, construction, marketing, and sale of various single-family detached and attached residential home projects primarily in major metropolitan markets in Colorado and, more recently, in the greater Austin, Texas, metropolitan area.

We were formed as a Colorado limited liability company in August 2002, and we converted into a Delaware corporation pursuant to the General Corporation Law of the State of Delaware on April 30, 2013. In connection with the conversion, all of the outstanding membership interests were converted into an aggregate of 5.0 million shares of common stock, which represented 100% of the outstanding shares of the Company’s common stock immediately following the conversion. Also in connection with the conversion, the Company’s name was changed from Century Communities Colorado, LLC to Century Communities, Inc., and a total of 100.0 million shares of the Company’s common stock and 50.0 million shares of preferred stock were authorized for issuance.

In May 2013, we completed a private offering and a private placement of 12.1 million shares of our common stock, through which we received net proceeds of $223.8 million.

On September 12, 2013, we purchased substantially all the assets and certain liabilities of Jimmy Jacobs Homes L.P. (Jimmy Jacobs), a homebuilder with operations in the greater Austin, Texas, metropolitan area, for $15.7 million. Commencing with the acquisition of Jimmy Jacobs, our homebuilding operations comprise two divisions: Colorado and Texas. We also have limited land holdings in Nevada.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, as well as all subsidiaries in which we have a controlling interest, and variable interest entities (VIE’s) for which the Company is deemed the primary beneficiary. All intercompany accounts and transactions have been eliminated.

F-9

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

1. Nature of Operations and Summary of Significant Accounting Policies (continued)

Reclassifications

Certain prior period amounts have been reclassified to conform to our current year’s presentation.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. As of December 31, 2013 and 2012, cash equivalents consisted of certificates of deposit.

Cash Held in Trust

Cash held in trust represents cash received from a settlement with an insurance provider for $2.9 million in December 2012 related to certain residential real estate construction projects insured under the applicable policies. The proceeds of the settlements are restricted to satisfy future construction defect claims. As of December 31, 2013, all proceeds had been used to satisfy construction defect claims.

Accounts Receivable

Accounts receivable primarily consist of amounts to be received by the Company from the title company for homes closed, which are typically received within a few business days of home close, and contract receivables related to certain contracts in our Texas division accounted for under the percentage-of-completion method.

F-10

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

1. Nature of Operations and Summary of Significant Accounting Policies (continued)

We periodically review the collectability of our accounts receivables, and, if it is determined that a receivable might not be fully collectible, an allowance is recorded for the amount deemed uncollectible. As of December 31, 2013 and 2012, no allowance was recorded related to accounts receivable.

Inventories and Cost of Sales

We capitalize pre-acquisition, land, development, and other allocated costs, including interest, during development and home construction.

Land, development, and other common costs are allocated to inventory using the relative-sales-value method; however, as lots within a project typically have comparable market values, we generally allocate land, development, and common costs equally to each lot within the project. Home construction costs are recorded using the specific-identification method. Cost of sales for homes closed includes the allocation of construction costs of each home and all applicable land acquisition, land development, and related common costs, both incurred and estimated to be incurred. Changes to estimated total development costs subsequent to initial home closings in a community are generally allocated to the remaining homes in the community.

When a home is closed, the Company generally has not paid all incurred costs necessary to complete the home, and a liability and a charge to cost of sales are recorded for the amount that is estimated will ultimately be paid related to completed homes.

Inventories are carried at cost unless events and circumstances indicate that the carrying value may not be recoverable. We review for indicators of impairment at the lowest level of identifiable cash flows, which we have determined as the community level.

Indicators of impairment include, but are not limited to, significant decreases in local housing market values and selling prices of comparable homes, decreases in actual or trending gross margins or sales absorption rates, significant unforeseen cost in excess of budget, and actual or projected cash flow losses.

F-11

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

1. Nature of Operations and Summary of Significant Accounting Policies (continued)

If an indicator of impairment is identified, we estimate the recoverability of the community by comparing the estimated future cash flows on an undiscounted basis to its carrying value. If the undiscounted cash flows are more than the carrying value, the community is recoverable and no impairment is recorded. If the undiscounted cash flows are less than the community’s carrying value, the community is deemed impaired and is written down to fair value. We generally estimate the fair value of the community through a discounted cash flow approach.

When estimating cash flows of a community, we make various assumptions, including the following: (i) expected sales prices and sales incentives to be offered, including the number of homes available, pricing and incentives being offered by us or other builders in other communities, and future sales price adjustments based on market and economic trends; (ii) expected sales pace and cancellation rates based on local housing market conditions, competition, and historical trends; (iii) costs expended to date and expected to be incurred, including, but not limited to, land and land development costs, home construction costs, interest costs, indirect construction and overhead costs, and selling and marketing costs; (iv) alternative product offerings that may be offered that could have an impact on sales pace, sales price, and/or building costs; and (v) alternative uses for the property. For the years ended December 31, 2013 and 2012, no inventory impairments were recorded.

Home Sales and Profit Recognition

Revenues from home sales are recorded and a profit is recognized when the respective units are closed, title has passed, the homeowners initial and continuing investment is adequate, and other attributes of ownership have been transferred to the homeowner. Sales incentives are recorded as a reduction of revenues when the respective unit is closed. When it is determined that the earnings process is not complete, the sale and the related profit are deferred for recognition in future periods.

We also serve as the general contractor for custom homes in our Texas operating segment, where the customer and not the Company owns the underlying land (Build on Your Own Lot Contracts). Accordingly, we recognize revenue for the Build on Your Own Lot Contracts, which are primarily cost plus contracts, on the percentage-of-completion method where progress toward completion is measured by relating the actual cost of work performed to date to the current estimated total cost of the respective contracts. As the Company makes such estimates, judgments are required to evaluate potential variances in the cost of materials and labor and productivity. During the year ended December 31, 2013, we earned revenue of $11.0 million and

F-12

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

1. Nature of Operations and Summary of Significant Accounting Policies (continued)

incurred costs of $8.8 million associated with 58 Build on Your Own Lot Contracts, which are presented in home sales revenues and cost of sales on the consolidated statement of operations, respectively. As of December 31, 2013, we had $1.2 million in contract receivables and $1.2 million in billings in excess of collections related to the Build on Your Own Lot Contracts, which are presented on the consolidated balance sheet in accounts receivable and accrued expenses and other liabilities, respectively.

We had no Build on Your Own Lot Contracts during the year ended December 31, 2012.

Performance Deposits

The Company is occasionally required to make a land, bond, and utility deposit as each new development is started. These amounts are refundable once the development is functioning and as each home is sold. Performance deposits are included in prepaid expenses and other assets on the consolidated balance sheets.

Lot Option and Escrow Deposits

The Company has entered into land and lot option purchase agreements with both related and unrelated parties to acquire land or lots for the construction of homes. Under these agreements, the Company has paid deposits, which in many cases are non-refundable, in consideration for the right, but not the obligation, to purchase land or lots at a future point in time with predetermined terms. Lot option and escrow deposits are included in prepaid expenses and other assets on the consolidated balance sheets.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is charged to expense on the straight-line basis over the estimated useful life of each asset.

F-13

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

1. Nature of Operations and Summary of Significant Accounting Policies (continued)

The estimated useful lives for each major depreciable classification of property and equipment are as follows:


	Years
Buildings		25–30 years
Leasehold improvements		5–10 years
Machinery and equipment		5–7 years
Furniture and fixtures		5–7 years
Model furnishings		3-5 years
Computer hardware and software		1-5 years

Amortizable Intangible Assets

Amortizable intangible assets consist of the estimated fair value of home construction contracts, trade names, non-compete agreements, and other intangible assets that were acquired upon closing of the Jimmy Jacobs acquisition, which was accounted for as a business combination as defined in Accounting Standards Codification (ASC) 805, Business Combinations . A high degree of judgment is made by management on variables, such as revenue growth rates, profitability, and discount rates, when calculating the value of the intangible assets. The identified intangible assets are amortized over their respective estimated useful life. Trade names, non-compete agreements, and other intangibles have estimated useful lives of 4, 2, and 7 years respectively. Home construction contracts are amortized to cost of sales in proportion to the revenue earned.

F-14

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

1. Nature of Operations and Summary of Significant Accounting Policies (continued)

Warranties

Estimated future direct warranty costs are accrued and charged to cost of sales in the period when the related homebuilding revenues are recognized. Amounts accrued, which are included in accrued expenses and other liabilities on the consolidated balance sheets, are based upon historical experience rates. We subsequently assess the adequacy of our warranty accrual on a quarterly basis through an internal lag development model that incorporates historical payment trends and adjust the amounts recorded if necessary. Changes in our warranty accrual for the years ended December 31, 2013 and 2012, are detailed in the table below (in thousands):


	Year Ended December 31,
	2013			2012
Beginning balance	$	679		$	474
Warranty expense provisions		1,112			630
Payments		(641	)		(425	)

Ending balance	$	1,150		$	679

Customer and Escrow Deposits

The Company collects earnest deposits at the time a home buyer’s contract is accepted. Earnest deposits held on homes under contract as of December 31, 2013 and 2012, totaled $2.9 million and $1.3 million, respectively, and are included in accrued expenses and other liabilities on the consolidated balance sheets.

Stock Based Compensation

We account for share-based awards in accordance with ASC 718, Compensation – Stock Compensation . ASC 718 requires us to estimate the grant date fair value of stock based compensation awards and to recognize the fair value as compensation costs over the requisite service period, which is generally three years, for all awards that vest.

F-15

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

1. Nature of Operations and Summary of Significant Accounting Policies (continued)

As our common stock is not actively traded in a liquid primary market, the determination of the fair value of our restricted stock awards requires judgment by management. Accordingly, we first consider transactions in our common stock by qualified institutional buyers subsequent to our private placement in the secondary market. We take into consideration various factors to determine whether the closing price of our common stock in the secondary market is an accurate representation of the fair value of the restricted stock awards. These considerations include, but are not limited to, the timing of transactions in the secondary market and the elapsed time from the relevant grant date (if any), the volume of transactions in the market, and the level of information available to the investors. To the extent we believe that the closing price of our common stock in the secondary market is not an accurate representation of the fair value of the restricted stock award, we also consider observable trends in the stock prices of our publicly traded peers since our private placement, as well as internal valuations based on our most recent forecasts in determining the grant date fair value of the award.

Income Taxes

Prior to our conversion from a limited liability company to a corporation on April 30, 2013, the Company was not directly subject to income taxes under the provisions of the Internal Revenue Code and applicable state laws, and taxable income or loss was reported to the individual members for inclusion in their respective tax returns. Accordingly, prior to April 30, 2013, no provision for federal and state income taxes has been included in the consolidated statements of operations. As of December 31, 2012, the tax basis of the assets exceeded the recorded carrying amount by approximately $2.5 million, and the tax basis of the liabilities exceeded the recorded carrying amount by approximately $0.6 million, for a net difference of $1.9 million.

Subsequent to our conversion to a corporation, we account for income taxes in accordance with ASC 740, Income Taxes , which requires recognition of deferred tax assets and liabilities at enacted income tax rates for the temporary differences between the financial reporting bases and the tax bases of its assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. When it is more likely than not that a portion or all of a deferred tax asset will not be realized in the future, the Company provides a corresponding valuation allowance against the deferred tax asset.

In addition, when it is more likely than not that a tax position will be sustained upon examination by a tax authority that has full knowledge of all relevant information, the Company measures the amount of tax benefit from the position and records the largest amount of tax benefit that is more likely than not of being realized after settlement with a tax authority. The

F-16

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

1. Nature of Operations and Summary of Significant Accounting Policies (continued)

Company’s policy is to recognize interest to be paid on an underpayment of income taxes in interest expense and any related statutory penalties in the provision for income taxes on the consolidated statements of operations.

Variable Interest Entities

The Company reviews its joint ventures to determine whether they are VIEs and, if so, whether the Company is the primary beneficiary. In addition, we review our land option contracts where we have a non-refundable deposit to determine whether the corresponding land sellers are VIEs and, if so, whether we are the primary beneficiary. In some instances, we may also expend funds for due diligence with respect to optioned land prior to takedowns. Such costs are classified as inventory on our consolidated balance sheets, and totaled $68 thousand and $80 thousand at December 31, 2013 and 2012, respectively. At each accounting period, we monitor whether takedowns of future lots under the respective contracts remain probable of occurring. If we determine future takedowns are no longer probable, we expense these costs to selling, general and administrative expenses.

In determining whether we are the primary beneficiary, we consider, among other things, whether we have the power to direct the activities that most significantly impact the economic performance of the VIE. In making this determination, we consider whether we have the power to direct certain activities, including, but not limited to, determining or limiting the scope or purpose of the VIE, the ability to sell or transfer property owned or controlled by the VIE, or arranging financing for the VIE.

As of December 31, 2013, we had no interest in VIEs. As of December 31, 2012, we held an interest in Arista Investors, LLC and Arista Investors II, LLC, both related parties through common ownership (collectively, the Arista Entities), which were determined to be VIEs, for which we were the primary beneficiary. In March 2013, we redeemed our interest in the Arista Entities for $25,443, which represented our carrying value at the time of redemption. In addition, at December 31, 2012, we had a variable interest in Regency at Ridgegate, LLC (Regency), a related party through common ownership, as a result of our guaranty of the outstanding debt of Regency. We determined we were not the primary beneficiary of Regency. The Company’s maximum exposure to losses of Regency at December 31, 2012, was limited to our guaranty of the outstanding balance of the debt of $11.4 million. At December 31, 2012, Regency had total assets of $21.6 million and total liabilities of $11.4 million. On August 30, 2013, Regency at Ridgegate, LLC repaid its debt, and the Company’s guaranty was eliminated.

F-17

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

2. Reporting Segments

We have identified our Colorado and Texas divisions as reportable segments. Our Corporate operations are a nonoperating segment, as it serves to support our Colorado and Texas divisions through functions such as our executive, finance, treasury, human resources, and accounting departments. In addition, our Corporate operations include certain assets and income produced from residential rental property in Colorado.

The following tables summarize home sale revenues and pretax income by segment (in thousands):


	Year Ended December 31,
	2013			2012
Colorado	$	149,997		$	96,030
Texas		21,136			—

Total home sales revenue	$	171,133		$	96,030

Colorado	$	26,117		$	11,045
Texas		299			—
Corporate		(8,343	)		(3,606	)

Total income before taxes	$	18,073		$	7,439

The following table summarizes total assets by segment (in thousands):


	As of December 31,
	2013		2012
Colorado	$	167,948	$	80,878
Texas		27,386		—
Corporate		117,305		9,795

Total assets	$	312,639	$	90,673

Corporate assets include cash and cash equivalents, cash held in trust, prepaid insurance, and certain property and equipment.

F-18

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

3. Business Combination

On September 12, 2013, we acquired real property and certain in-place contracts, and assumed certain liabilities, of Jimmy Jacobs, a homebuilder with operations in the greater Austin, Texas, metropolitan area, for cash consideration of $15.7 million (the Jimmy Jacobs Acquisition). The assets acquired in the Jimmy Jacobs Acquisition were primarily real property, including 50 land lots available for construction of single-family homes and 95 single-family residences and home construction contracts in various stages of construction. We also acquired in-place contracts for the sale of homes currently under construction, a purchase commitment to acquire 116 additional land lots from the seller upon the seller meeting certain development milestones, and certain other assets, including office-related personal property and intangible assets, including trade names and non-competition agreements. In total, as a result of the Jimmy Jacobs Acquisition, we obtained control of 166 lots and 95 homes under construction and home construction contracts in the greater Austin, Texas, metropolitan area. As the acquired set of assets and processes has the ability to create outputs, in the form of revenue from the sale of single-family residences, we concluded that the acquisition represented a business combination. We incurred $0.3 million in acquisition-related costs, which are included in other income (expense) on the consolidated statements of operations.

The following table summarizes the amounts recognized as of the acquisition date (in thousands):


Assets acquired and liabilities assumed
Accounts receivable	$	143
Inventory		12,411
Property and equipment		679
Prepaid and other assets		1,500
Intangible assets		2,428
Goodwill		479

Total assets	$	17,640

Accounts payable		878
Accrued and other expenses		1,054

Total liabilities	$	1,932

Included in home sale revenue and income before income taxes on the consolidated statement of operations is $21.1 million and $0.3 million, respectively, earned from Jimmy Jacobs subsequent to the acquisition date.

F-19

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

3. Business Combination (continued)

Had Jimmy Jacobs been included in the Company’s consolidated statements of operations as of the beginning of the years ended December 31, 2013 and 2012, unaudited pro forma home sales revenues of $204.7 million and $147.1 million, respectively, and unaudited pro forma income before taxes of $18.7 million and $8.3 million, respectively, would have resulted. See further detail related to pro forma results in Note 20, Pro forma Financial Information (unaudited).

4. Inventory

Inventory included the following (in thousands):


	As of December 31,
	2013		2012
Vertical costs of homes under construction	$	49,946	$	27,603
Land and land development		131,306		46,459
Capitalized interest		2,820		3,243

	$	184,072	$	77,305

5. Amortizable Intangible Assets

Information regarding our amortizable intangible assets as of December 31, 2013 (we had no amortizable intangible assets at December 31, 2012) is set forth below (in thousands):


	As of December 31, 2013
Trade names	$	1,185
Home construction contracts		719
Non-compete agreements		298
Other		226

Gross intangible assets		2,428
Accumulated amortization		(551	)

Intangible assets, net	$	1,877

As of December 31, 2013, expected amortization expense for amortizable intangible assets for each of the next five years, and thereafter, is as follows (in thousands):


2014	$	785
2015		434
2016		328
2017		242
2018		32
Thereafter		56

	$	1,877

6. Property and Equipment

Property and equipment included the following (in thousands):


	As of December 31,
	2013			2012
Land	$	347		$	349
Buildings		1,410			1,393
Leasehold improvements		186			145
Machinery and equipment		56			68
Furniture and fixtures		273			319
Model furnishings		1,776			920
Computer hardware and software		514			344

		4,562			3,538
Less accumulated depreciation and amortization		(1,202	)		(1,021	)

Total property and equipment, net	$	3,360		$	2,517

F-20

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

7. Prepaid Expenses and Other Assets

Prepaid expenses and other assets included the following (in thousands):


	As of December 31,
	2013		2012
Prepaid insurance	$	1,260	$	105
Lot option and escrow deposits		3,218		800
Performance deposits		1,899		662
Other		2,038		490

Total prepaid expenses and other assets	$	8,415	$	2,057

8. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities included the following (in thousands):


	As of December 31,
	2013		2012
Customer and escrow deposits	$	2,857	$	1,302
Warranty reserve		1,150		679
Accrued compensation costs		5,511		1,437
Land development and home construction accruals		21,142		10,954
Construction defect reserves		—		3,590
Income tax payable		4,730		—
Billings in excess of collections		1,199		—
Other		1,494		1,146

Total accrued expenses and other liabilities	$	38,083	$	19,108

F-21

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

9. Notes Payable and Revolving Line of Credit

Notes payable and revolving line of credit included the following as of December 31, 2013 and 2012 (in thousands):


	As of December 31,
	2013		2012
Land development note ^(A)	$	1,500	$	—
Note payable, bank ^(B)		—		632
Notes payable, bank ^(B)		—		1,632
Land purchase note, corporation ^(B)		—		2,760
Land development note, corporation ^(B)		—		2,918
Land development note ^(A)		—		—
Acquisition and development line, bank ^(B)		—		1,642
Construction loan agreement, bank ^(B)		—		1,066
Land purchase note, bank and trust ^(B)		—		1,750
Construction loan agreement, bank and trust ^(B)		—		290
Construction loan agreement, bank and trust ^(B)		—		143
Revolving line and construction facilities, bank ^(C)		—		20,373
Revolving line ^(D)		—		—

	$	1,500	$	33,206

^(A)	Due April 2016; interest only payments monthly at 3.50%.

^(B)	Outstanding principal on the note was paid during 2013.

^(C)	The line of credit was terminated in 2013. It had $43.0 million maximum capacity and interest accrued monthly at 3% plus one-month LIBOR. This line of credit was terminated in October 2013.

^(D)

On October 18, 2013, we entered into a three-year revolving line of credit agreement with maximum borrowings of $100.0 million. Borrowings on the line bear interest at a daily rate of LIBOR plus 2.50% and there is an annual fee of $50.0 thousand. As of December 31, 2013, we have $0.8 million in outstanding letters of credit under the line and total available capacity of $99.2 million. At December 31, 2013, we were in compliance with the various covenants.

F-22

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

9. Notes Payable and Revolving Line of Credit (continued)

Aggregate annual maturities of long-term debt as of December 31 2013, are as follows (in thousands):


2014	$	—
2015		—
2016		1,500

Total	$	1,500

10. Interest

Interest is capitalized to inventories while the related communities are being actively developed and until homes are completed. As our qualifying assets exceeded our outstanding debt during the years ended December 31, 2013 and 2012, we capitalized all interest costs incurred during these periods.

Our interest costs are as follows (in thousands):


	Year Ended December 31,
	2013			2012
Interest capitalized beginning of period	$	3,243		$	2,991
Interest capitalized during period		1,098			1,681
Less: capitalized interest in cost of sales		(1,521	)		(1,429	)

Interest capitalized end of period	$	2,820		$	3,243

11. Income Taxes

On April 30, 2013, the Company reorganized from a limited liability company into a Delaware corporation, and accordingly, we are subject to federal and state income taxes. On the date of conversion, we recorded a net deferred tax liability of $0.6 million on our consolidated balance sheet, the effect of which was recorded as an income tax expense on our consolidated statement of operations.

F-23

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

11. Income Taxes (continued)

Our income tax expense comprises the following current and deferred amounts (in thousands):


	Year Ended December 31,
	2013
Current
Federal	$	4,168
State and local		562

Total current		4,730
Deferred
Federal		840
State and local		72

Total deferred		912

Income tax expense	$	5,642

Total income tax expense differed from the amounts computed by applying the federal statutory income tax rate of 35% to income before income taxes as a result of the following items (in thousands):


	Year Ended December 31,
	2013
Statutory income tax expense	$	4,897
State income tax expense, net of federal income tax expense		382
Section 199 deduction		(421	)
Other permanent items		157
Conversion to corporation		627

Income tax expense	$	5,642

F-24

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

11. Income Taxes (continued)

Deferred income tax assets and liabilities are recognized for the future tax consequences of temporary differences. Temporary differences arise when revenues and expenses for financial reporting are recognized for tax purposes in a different period. ASC 740 requires that a valuation allowance be recorded against deferred tax assets unless it is more likely than not that the deferred tax asset will be utilized. As a result of this analysis, the Company has not recorded a valuation allowance against its deferred tax assets. The Company will continue to evaluate the need to record valuation allowances against deferred tax assets and will make adjustments in accordance with the accounting standard.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2013 (in thousands):


Deferred tax assets
Warranty reserves	$	437
Accrued expenses		993
Intangible assets		143

Deferred tax asset		1,573

Deferred tax liabilities
Prepaid assets		457
Property and equipment		511
Inventory valuation adjustment		1,517

Deferred tax liability		2,485

Net deferred tax liability	$	912

The uncertainty provisions of ASC 740 also require the Company to recognize the impact of a tax position in its consolidated financial statements only if the technical merits of that position indicate that the position is more likely than not of being sustained upon audit. During the year, the Company did not record a reserve for uncertain tax positions. The tax year end December 31, 2013, is open and subject to audit by the Internal Revenue Service and the states of Colorado and Texas.

F-25

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

12. Fair Value Disclosures

ASC 820, Fair Value Measurement , defines fair value as the price that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at measurement date and requires assets and liabilities carried at fair value to be classified and disclosed in the following three categories:

Level 1 – Quoted prices for identical instruments in active markets.

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are inactive; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets at measurement date.

Level 3 – Valuations derived from techniques where one or more significant inputs or significant value drivers are unobservable in active markets at measurement date.

The following table presents carrying values and estimated fair values of financial instruments (in thousands):


			December 31, 2013,				December 31, 2012,
	Hierarchy		Carrying		Fair Value		Carrying		Fair Value
Notes payable ⁽¹⁾		Level 2	$	1,500	$	1,490	$	33,206	$	32,145
Subordinated obligation ⁽²⁾		Level 3	$	—	$	—	$	11,244	$	23,605

⁽¹⁾	Estimated fair values of the notes payable at December 31, 2013 and 2012, were based on cash flow models discounted at market interest rates that considered underlying risks of the debt.

⁽²⁾	Estimated fair value of the subordinated obligation at December 31, 2012, was based on the subsequent private placement offering completed by the Company and its price of $20 per common stock share.

The carrying amount of cash and cash equivalents approximates fair value. Nonfinancial assets and liabilities include items such as inventory and long-lived assets that are measured at fair value when acquired and resulting from impairment, if deemed necessary.

F-26

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

13. Subordinated Obligation Agreement

The Company entered into an agreement in 2010 with one of the members, whereby $11.2 million of the member’s initial capital contribution was designated as a subordinated obligation. The obligation was subordinated to all indebtedness of the Company. The subordinated obligation earned a return of 6% per annum payable monthly. The subordinated obligation was not redeemable until all indebtedness of the Company was fully repaid. The subordinated obligation did not contain any redemption or beneficial conversion features. The resulting payments of the return were considered interest expense. Payments of the return made during the years ended December 31, 2013 and 2012, of $0.2 million and $0.7 million, respectively, have been capitalized to inventory on the consolidated balance sheets. In April 2013, concurrent with our conversion from a limited liability company to a Delaware corporation, and in contemplation of the Company’s May 2013 private offering and private placement, the outstanding subordinated obligation of $11.2 million was extinguished in exchange for shares of our common stock. The Company accounted for the transaction as a debt extinguishment. As the extinguishment was between related parties, it was accounted for as a capital transaction, and accordingly, no gain or loss was recorded.

14. Operating Leases

The Company maintains noncancellable operating leases for office space. The Company recognizes expense on a straight-line basis over the relative life of each lease. Rent expense for the years ended December 31, 2013 and 2012, was $0.3 million and $0.2 million, respectively, included in selling, general, and administrative on the consolidated statements of operations.

Future minimum lease payments as of December 31, 2013 (in thousands):


2014	$	328
2015		238
2016		52

	$	618

15. Postretirement Plan

The Company has a 401(k) plan covering substantially all employees. The Company makes matching contributions of 50% of employees’ salary deferral amounts on the first 6% of employees’ compensation. Contributions to the plan during the years ended December 31, 2013 and 2012, were $0.1 million and $0.1 million, respectively.

16. Stock Based Compensation

The Company’s authorized capital stock consists of 100.0 million shares of common stock, $0.01 par value per share and 50.0 million shares of preferred stock, $0.01 par value. As of December 31, 2013, the Company had 17.1 million shares of common stock issued and outstanding, exclusive of the restricted common stock issued. The Company also has reserved 0.4 million shares of common stock for stock award issuances and 0.6 million shares of common stock for future stock option issuances. During the year ended December 31, 2013, the Company issued 0.2 million shares of restricted common stock at a weighted average fair value of $19.57, which vest over three years, none of which were vested as of December 31, 2013.

As of December 31, 2013, 0.2 million shares of restricted stock were unvested, and $2.8 million of unrecognized compensation costs is expected to be recognized over a weighted average period of 2.4 years.

During the year ended December 31, 2013, the Company recognized stock-based compensation expense of $0.7 million, which is included in selling, general, and administrative on the consolidated statements of operations.

17. Earnings Per Share

We use the two-class method of calculating earnings per share (EPS) as our non-vested restricted stock awards have non-forfeitable rights to dividends, and accordingly represent a participating security. The two-class method is an earnings allocation method under which EPS is calculated for each class of common stock and participating security considering both dividends declared (or accumulated) and participation rights in undistributed earnings as if all such earnings had been distributed during the period.

F-27

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

For purposes of determining weighted average shares outstanding, the 5.0 million shares that were issued to our outstanding membership interests upon conversion of the Company from a limited liability company to a Delaware corporation, are reflected as outstanding at the beginning of the period presented.

F-28

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

17. Earnings Per Share (continued)

The following table sets forth the computation of basic and diluted earnings per share for the year ended December 31, 2013 (in thousands except share and per share information):


	Year Ended December 31, 2013
Numerator
Net income	$	12,431
Less: Net income attributable to the non-controlling interest		(52	)
Less: Undistributed earnings allocated to participating securities		(104	)

Numerator for basic and diluted EPS	$	12,275

Denominator
Basic and diluted earnings per share – weighted average shares		12,873,562
Basic and diluted EPS	$	0.95

18. Related-Party Transactions

Prior to our May 2013 private placement, the Company transacted with entities that were controlled by the same individuals who control the Company and are Co-CEOs of the Company. Transactions between entities under common control for land inventory are recorded at the carrying basis of the related party.

In December 2012, the members contributed land consisting of 49 finished lots, 26 partially finished lots, and certain utility deposits, which had a carrying basis to the related party of $1.3 million.

During 2012, we paid $8.1 million for land previously owned by entities under common control. We recorded the land at the carrying basis of the entity under common control of $2.7 million. The difference between the purchase amount and the carrying basis of the entity under common control was reflected as a distribution.

F-29

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

18. Related-Party Transactions (continued)

During 2012, the Company distributed its membership interests in Waterside at Highland Park, LLC to its members in the form of a noncash distribution of $3.7 million. The assets of Waterside at Highland Park, LLC consisted of 76 partially improved townhome lots and related common area. During 2013, the members contributed their membership interests in Waterside at Highland Park, LLC back to the Company.

In 2013, prior to the private placement, the Company purchased 92 unfinished lots and 82 finished lots for $4.8 million from a related party under common control. The lots had a carrying basis to the related party of $1.0 million. The difference of $3.8 million is reflected as a distribution on our consolidated statement of stockholder’s equity and members’ capital. In 2013 in connection with the private placement, the Company purchased 699 unfinished lots and 335 finished lots for $34.0 million, from a related party that was not under common control. These lots were originally purchased by the related party between 2005 and 2012 for approximately $9.8 million. As the purchase was from an entity that was not under common control, we recorded the land at the purchase price, which was determined by management based on valuations obtained from third parties.

During the years ended December 31, 2013 and 2012, we delivered homes for which the land was originally purchased from entities under common control. Recording the lots at the carrying basis of the entities under common control as opposed to the purchase price benefitted gross margins by $4.3 million and $3.3 million for the years ended December 31, 2013 and 2012, respectively. As of December 31, 2013 and 2012, lots with a carrying basis, before development costs, of $2.1 million, and $4.4 million, respectively, which were purchased from or contributed by entities under common control, were included in inventories on our consolidated balance sheets.

The Company previously guaranteed the repayment of a loan of Regency, a related party through common ownership. Regency is a real estate developer of multi-family apartment complexes. The loan had a maximum principal balance of $22.2 million, with an original maturity of November 30, 2013. The loan was secured by certain deeds of trust of land and improvements under development owned by Regency at Ridgegate, LLC. The loan was repaid in full and the guaranty was cancelled during the third quarter of 2013. At December 31, 2012, the outstanding balance on the loan was $11.4 million, and Regency had total assets and total liabilities of $21.6 million and $11.4 million, respectively.

Prior to September 30, 2012, the Company had a 22% joint venture ownership interest in Regency. During the third quarter of 2012, the Company exchanged all of its ownership interest in Regency for 26 finished lots with an entity under common control. The lots received were recorded at the related party’s carrying basis. The carrying value of the investment at the date of transfer was $2.3 million. The difference of $1.7 million was recognized as a noncash distribution.

During the years ended December 31, 2013 and 2012, the Company paid management fees of $0.2 million and $0.6 million, respectively, which are included in selling, general and administrative on the consolidated statements of operations. The management agreement was terminated during the second quarter of 2013.

F-30

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

19. Commitments and Contingencies

Letters of Credit and Performance Bonds

In the normal course of business, the Company posts letters of credit and performance bonds related to our land development performance obligations, with local municipalities. As of December 31, 2013 and 2012, we had $3.0 million and $1.1 million, respectively, in letters of credit and performance bonds issued and outstanding.

Litigation

The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business, which consist primarily of construction defect claims. It is the opinion of management that if the claims have merit, parties other than the Company would be, at least in part, liable for the claims, and eventual outcome of these claims will not have a material adverse effect upon our consolidated financial condition, results of operations, or cash flows. When we believe that a loss is probable and estimable, we record a charge to selling, general, and administrative on our consolidated statement of operations for our estimated loss.

20. Pro forma Financial Information (Unaudited)

Unaudited pro forma income before taxes for the years ended December 31, 2013 and 2012, gives effect to including the results of Jimmy Jacobs as of the beginning of the fiscal years presented after adjusting the operating results of Jimmy Jacobs to reflect additional amortization that would have been recorded assuming the fair value adjustments to intangible assets had been applied as of January 1, 2013, and 2012. Certain other adjustments, including those related to conforming accounting policies and adjusting acquired inventory to fair value, have not been reflected in the supplemental pro forma operating results due to the impracticability of estimating such impacts.

Pro forma basic and diluted net income per share for the years ended December 31, 2013 and 2012, gives effect to the conversion of the Company’s members’ equity into common stock as though the conversion had occurred as of the beginning of the period presented. In addition, the pro forma amounts give effect to reflect income tax adjustments as if the Company were a

F-31

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

20. Pro forma Financial Information (Unaudited) (continued)

taxable entity as of the beginning of the period. The pro forma income tax adjustment reflects that the Company would have filed a consolidated tax return as a corporation reflecting a consolidated net income for the periods presented (in thousands, except share and per share information):


	Year Ended December 31,
	2013			2012
Pro forma income before taxes	$	18,746		$	8,289
Pro forma tax expense		(6,561	)		(2,901	)

Pro forma net income		12,185			5,388

Less: Net income attributable to the non-controlling interest		(52	)		(1,301	)
Less: Undistributed earnings allocated to participating securities		(102	)		—

Numerator for basic and diluted pro forma EPS	$	12,031		$	4,087

Pro forma weighted average shares		12,873,562			5,000,000
Pro forma basic and diluted EPS	$	0.93		$	0.82

F-32

Century Communities, Inc.

Notes to the Consolidated Financial Statements

December 31, 2013 and 2012

21. Results of Quarterly Operations (Unaudited)


	Quarter
	First		Second		Third		Fourth
	(Amounts in Thousands, Except per Share Amounts)
2013
Home sales revenues	$	24,717	$	41,291	$	41,494	$	63,631
Gross margin	$	6,218	$	10,654	$	9,546	$	15,064
Income before tax	$	3,027	$	6,526	$	3,784	$	4,736
Net income	$	2,976	$	3,915	$	2,438	$	3,050
Earnings per share	$	0.60	$	0.32	$	0.14	$	0.18

2012
Home sales revenues	$	19,586	$	26,204	$	25,027	$	25,213
Gross margin	$	4,320	$	6,315	$	4,992	$	4,955
Income before tax	$	1,342	$	3,251	$	1,776	$	1,070
Net income	$	1,346	$	2,715	$	814	$	1,263
Earnings per share		NA		NA		NA		NA

22. Subsequent Events

On March 25, 2014, we borrowed $99.0 million on our revolving loan agreement.

On April 1, 2014, one of the Company’s wholly-owned subsidiaries, Century Communities of Nevada, LLC, purchased substantially all of the assets of Las Vegas Land Holdings, LLC and its subsidiaries (collectively, “ LVLH ”), a homebuilder with operations in Las Vegas, Nevada, for a purchase price of approximately $165 million. As the acquired assets and processes have the ability to create outputs in the form of revenue from the sale of single family residences, we concluded that the acquisition represents a business combination.

On April 30, 2014, the Company priced an offering of $200 million in aggregate principal of senior unsecured notes due 2022 (the “Notes”). The Notes will carry a coupon of 6.875% per annum and will be issued at a price equal to 99.239% of their principal amount. The closing of the offering is expected to occur on or about May 5, 2014, subject to customary closing conditions.

F-33

Independent Auditor’s Report

Board of Directors

Las Vegas Land Holdings, LLC and Subsidiaries

Las Vegas, Nevada

We have audited the accompanying consolidated financial statements of Las Vegas Land Holdings, LLC and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2013 and 2012, and the related statements of operations, members’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Las Vegas Land Holdings, LLC and its subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

F-34

Emphasis of Matter

As described in Note 8 to the consolidated financial statements, subsequent to December 31, 2013, the Company sold substantially all of the assets to Century Communities, Inc. for a purchase price of approximately $165 million. The consolidated financial statements do not include any adjustments as a result of this transaction. Our opinion is not modified with respect to this matter.

/s/ BDO USA, LLP

March 21, 2014, except for Note 8 which is as of April 7, 2014

F-35

Las Vegas Land Holdings, LLC & Subsidiaries

Consolidated Balance Sheets

December 31, 2013 and 2012

(in thousands)


	As of December 31,
	2013		2012
Assets
Cash and cash equivalents	$	10,213	$	9,449
Restricted cash		746		934
Inventories		79,303		81,768
Pro-shop inventory		185		177
Prepaid expenses		2,370		411
Land held for sale		674		804
Property, plant, and equipment - net		10,050		10,560
Other assets		284		237

Total Assets	$	103,825	$	104,340

Liabilities and Members’ Equity
Accounts payable	$	1,896	$	1,963
Deferred revenue		1,133		1,267
Billings in excess of costs and estimated earnings on uncompleted contracts		422		497
Accrued liabilities		1,413		695
Accrued warranty liability		121		99
Notes payable and capital leases		22,370		39,416

Total Liabilities	$	27,355	$	43,937
Commitments and Contingencies (Note 7)
Members’ Equity		76,470		60,403

Total Liabilities and Members’ Equity	$	103,825	$	104,340

See accompanying independent auditor’s report and notes to consolidated financial statements.

F-36

Las Vegas Land Holdings, LLC & Subsidiaries

Consolidated Statements of Operations

For the Years ended December 31, 2013 and 2012

(in thousands)


	Year Ended December 31,
	2013			2012
Revenues
Home sales	$	74,253		$	50,100
Golf course operations		7,609			7,852
Raw land sales		1,272			1,582
Management fee		563			559

Total Operating Revenues		83,697			60,093

Costs and Expenses
Construction and land costs		45,950			35,164
Cost of golf course operations		7,770			8,387
General and administrative		5,867			5,413
Selling expenses		3,048			2,576
Depreciation		714			626
Cost of raw land sales		593			1,638
Cost of management operations		501			479
Loss on disposal of fixed assets		19			13
Land impairment		—			36

Total Costs and Expenses		64,462			54,332

Operating Income		19,235			5,761

Other (Expense) Income
Other income (expense)		9			22
Interest income		3			22
Interest expense - net of capitalized interest		(158	)		(717	)
Reorganization expenses		(251	)		(660	)

Total Other Expense		(397	)		(1,333	)
Net Income	$	18,838		$	4,428

See accompanying independent auditor’s report and notes to consolidated financial statements.

F-37

Las Vegas Land Holdings, LLC & Subsidiaries

Consolidated Statements of Members’ Equity

For the Years ended December 31, 2013 and 2012

(in thousands)


	Membership Units		Total
Balance, January 1, 2012		100,000,000	$	56,569
Distributions to members				(594	)
Net Income				4,428

Balance, December 31, 2012		100,000,000	$	60,403
Distributions to members				(2,770	)
Net Income				18,837

Balance, December 31, 2013		100,000,000	$	76,470

See accompanying independent auditor’s report and notes to consolidated financial statements.

F-38

Las Vegas Land Holdings, LLC & Subsidiaries

Consolidated Statements of Cash Flows

For the Years ended December 31, 2013 and 2012

(in thousands)


	Year Ended December 31,
	2013			2012
Cash Flows From Operating Activities
Net Income	$	18,838		$	4,428
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		714			626
Loss on disposal of fixed assets		19			12
Impairment of land		—			36
Amortization of loan fees		42			63
Changes in operating assets and liabilities:
Inventories		2,465			7,163
Pro-shop inventory		(8	)		(40	)
Prepaid expenses		(1,960	)		115
Land held for sale		130			(711	)
Other assets		(90	)		362
Accounts payable		(67	)		(373	)
Deferred revenue		(134	)		828
Billings in excess of costs and estimated earnings on uncompleted contracts		(75	)		497
Accrued liabilities		718			(197	)
Accrued warranty liability		23			14

Net cash provided by operating activities		20,615			12,823


Cash Flows From Investing Activities
Decrease in restricted cash		188			664
Purchase of property and equipment		(156	)		(672	)

Net cash provided by (used in) investing activities		32			(8	)


Cash Flows From Financing Activities
Repayments of notes payable and capital leases		(18,962	)		(18,530	)
Distributions to members		(2,770	)		(594	)
New financing secured - First Insurance Funding		1,849			—

Net cash used in financing activities		(19,883	)		(19,124	)


Net Increase (Decrease) in Cash and Cash Equivalents		764			(6,309	)

Cash and Cash Equivalents, beginning of period		9,449			15,758


Cash and Cash Equivalents, end of period	$	10,213			9,449


Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest - net of capitalized interest	$	112		$	616

Non-Cash Financing Transaction
Property and equipment purchased with capital leases	$	67		$	152

See accompanying independent auditor’s report and notes to consolidated financial statements.

F-39

Las Vegas Land Holdings, LLC & Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

1. Nature of Business and Significant Accounting Policies

Nature of Business

Las Vegas Land Holdings, LLC (and together with its subsidiaries, “LVLH” or the “Company”) was incorporated in the State of Delaware on January 15, 2010. The Company is a Delaware limited liability company with an infinite life that was formed to acquire substantially all of the assets of the Rhodes Company, LLC and its affiliates (the “Predecessor”) pursuant to their plan of reorganization under Chapter 11 of Title II of the United States Code (the “Bankruptcy Code”). LVLH organizes various limited and general partnerships and limited liability corporations to acquire, develop, improve, and construct residential homes, operate a golf course in two of the developments, and purchase and sell real property. Presently most of the Company’s development is in Las Vegas, Nevada and the surrounding areas.

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. A summary of the Company’s significant accounting policies follows.

Balance Sheet Presentation

The operations of the Company involve a variety of real estate transactions, and it is not possible to precisely measure the operating cycles of the Company. The consolidated balance sheets of the Company have been prepared on an unclassified basis in accordance with real estate industry practice.

Principles of Consolidation

The accompanying consolidated financial statements include the following wholly-owned subsidiaries of Las Vegas Land Holdings, LLC (individually named or collectively “LVLH”):

•

Rhodes Ranch Golf, Inc. (“Rhodes Ranch Golf Course”)

•

Heritage Land Company, LLC (“Heritage”)

•

Tuscany Golf Country Club, LLC (“Tuscany Golf”)

•

Las Vegas Land Contracting, LLC (“Las Vegas Land Contracting”)

•

C & J Holdings, Inc. (“C & J”)

•

Parcel 20, LLC (“Parcel 20”)

•

Rhodes Ranch, GP (“RRGP”)

•

Rhodes Design and Development, Corp. (“Rhodes Design”)

•

Tuscany Acquisitions, LLC (“Tuscany I”)

•

Tuscany Acquisitions II, LLC (“Tuscany II”)

•

Tuscany Acquisitions III, LLC (“Tuscany III”)

•

Tuscany Acquisitions IV, LLC (“Tuscany IV”)

•

Dunhill Realty, Inc. (“DRI”)

All material intercompany balances and transactions have been eliminated in consolidation.

F-40

Las Vegas Land Holdings, LLC & Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

The Company dissolved six entities in 2013 that were materially inactive for the periods ending December 31, 2013 and 2012:

•

Tick, LP

•

Batcave, LP

•

Wallboard, LP

•

Chalkline, LP

•

Jackknife, LP

•

Overflow, LP

Cash and Cash Equivalents

Cash and cash equivalents principally consist of demand deposits with financial institutions and highly liquid investments having maturities of three months or less when purchased. The carrying amount reported in the balance sheet for cash and cash equivalents approximates its fair value. These balances may at times exceed federally insured limits. The Company has never experienced any losses related to these balances. All of the Company’s non-interest bearing cash balances were fully insured at December 31, 2012 due to a temporary federal program in effect from December 31, 2010 through December 31, 2012. Under the program, there was no limit to the amount of insurance for eligible accounts. Beginning 2013, insurance coverage reverted to $250 thousand per depositor at each financial institution. The Company has mitigated that risk by employing daily sweeps into money market funds invested 100% in US Treasuries.

Restricted Cash

Restricted cash at December 31, 2013 and 2012 was $0.7 million and $0.9 million, respectively. The Company renegotiated its Rhodes Ranch Golf Course loan with US Bank in 2012 and the loan covenants no longer require cash collateral (see Note 6). Restricted cash for 2013 includes certain amounts held in reserve accounts as collateral in connection with its construction projects.

Inventories

Owned inventory consists of residential real estate developments and are stated at cost unless an impairment exists, in which case it is written down to fair value. Inventory costs include pre-acquisition costs, property taxes, interest, and insurance incurred during development and construction, and direct and certain indirect project costs. The Company allocates land, land improvements, acquisition and carrying costs in a manner materially consistent with the relative fair value method. Construction costs are generally allocated to lots using the specific identification method.

Pro-Shop Inventories

Pro-shop inventories are stated at the lower of cost or market using the first-in, first out (FIFO) cost method.

F-41

Las Vegas Land Holdings, LLC & Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Land Held for Sale

The Company determined that three parcels of land as of December 31, 2013 and six parcels of land as of December 31, 2012, which are actively being marketed, meet the held for sale criteria. The Company carries the land held for sale at the lower of cost or current fair value, less costs to sell. The Company recorded an impairment of $36 thousand for one of the parcels where it was determined the current fair value, less costs to sell, was less than the carrying value at December 31, 2012. There were no further impairments at December 31, 2013.

Property, Plant, and Equipment

Property, plant and equipment, including golf course improvements, are recorded at the lower of cost or estimated market value. Depreciable golf course improvements are primarily comprised of irrigation systems, cart paths and other land improvements.

Depreciation on property, plant and equipment begins when assets are placed into service and are charged to operations using the straight-line method over the estimated service lives of the assets or terms of leases if shorter. Estimated useful lives are as follows:


	Years
Golf course improvements		5-40
Golf course equipment		5
Model home furnishings		1-3
Office equipment		3-5
Buildings and improvements		39
Construction equipment		3-5

Impairment of Long-Lived Assets

The Company follows the provisions of ASC 360, Property, Plant and Equipment (“ASC 360”). ASC 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment was recognized for the years ended December 31, 2013 or 2012.

Other Assets

Included in other assets are utility deposits, consulting retainers, rebates and construction service receivables.

Capitalized Interest

The Company capitalizes interest costs incurred in connection with the development of land and construction of homes. The Company capitalized $0.7 million and $0.7 million of interest for the years ended December 31, 2013 and 2012, respectively.

F-42

Las Vegas Land Holdings, LLC & Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Revenue Recognition

The Company is primarily engaged in the development, construction and sale of residential homes, but also recognizes income from the operation of two golf courses.

Revenue from home sales is recognized in accordance with ASC 360 Property, Plant and Equipment - Real Estate Sales. Accordingly, home sales and raw land are recognized when a closing occurs, which is when payment has been received and title, possession and other attributes of ownership have been transferred to the buyer and the Company is not obligated to perform significant activities after the sale, and has no other continuing involvement. Earnest money and option deposits are deferred by the Company and recognized when a closing occurs. The cost of land sold is charged to operations on the basis of the allocated parcel cost.

Land, land development and related costs (both incurred and estimated to be incurred in the future) are amortized to the cost of homes closed based upon the total number of homes the Company expects to construct in each community. Any changes resulting from a change in the estimated number of homes to be constructed or a change in the estimated costs subsequent to the commencement of delivery of homes are allocated to the remaining undelivered homes in the community. Home construction and related costs are charged to the cost of homes closed under the specific identification method.

Revenue from one land sale contract is reported on the percentage-of-completion method of accounting measured on the basis of incurred cost to estimated total cost for the contract. Contract cost includes all land costs, direct material and labor costs and those indirect costs related to contract performance. The liability “billings in excess of costs and estimated earnings on incomplete contracts,” represents billings in excess of revenues recognized.

Golf course operations revenues include golf course services revenues, food and beverage sales, and golf shop sales. Golf course services revenues include revenues generated from greens fees, driving range fees, golf instruction and golf club rental. Golf course operations revenues are recognized as goods are provided and services are performed.

Management fee revenues are recognized by the Company for management of various Home Owner Associations (“HOA’s”). The management fee revenues are recognized as services are rendered ratably over the annual term of the contract.

Deferred Revenue

The Company collects cash deposits from customers as part of its ordinary and customary process before starting construction of a Home. As such the Company classifies these deposits as deferred revenue until the buyer closes on their home. At close of escrow the Company recognizes these deposits as Revenue.

F-43

Las Vegas Land Holdings, LLC & Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Percentage-of-Completion Contracts

Revenue from one land sale contract is reported on the percentage-of-completion method of accounting. Progress is measured based upon costs incurred. All known or anticipated losses on contracts are provided for in the period they become evident. Claims and change orders that are in the process of negotiation with customers for additional work or changes in the scope of work are included in contract value when collection is deemed probable and the value can be reliably estimated.

Billing practices for these projects are governed by the contract terms of each project based upon costs incurred, achievement of milestones or pre-agreed schedules. Billings do not necessarily correlate with revenue recognized using the percentage-of-completion method of accounting. Billings in excess of recognized revenue are recorded in “billings in excess of costs and estimated earnings on uncompleted contracts.” When billings are less than recognized revenue, the difference is recorded in “costs and estimated earnings in excess of billings on uncompleted contracts.” With the exception of claims and change orders in the process of being negotiating with customers, unbilled receivables are usually billed during normal billing processes following achievement of the contractual requirements.

Recording of profits and losses on percentage-of-completion contracts requires an estimate of the total profit or loss over the life of each contract. This estimate requires consideration of contract value, change orders and claims reduced by costs incurred and estimated costs to complete. Anticipated losses on contracts are recorded in full in the period they become evident. The Company does not delay income recognition until projects have reached a specified percentage of completion. Generally, profits are recorded from the commencement date of the contract based upon the total estimated contract profit multiplied by the current percentage complete for the contract. There were no loss provisions for the years ended December 31, 2013 or 2012.

Income Taxes

With the exception of Rhodes Ranch Golf Course, Tuscany Golf, Rhodes Design, Dunhill Realty, C&J and Elkhorn, all business entities consolidated into LVLH have elected to be taxed under Internal Revenue Code provisions for Partnership entities. Under those provisions, the Company is not required to pay federal corporate income taxes on earned income. Instead, members are liable for individual federal income taxes on the business entities’ earned income.

Accordingly, the Company accounts for income taxes related to its taxable subsidiaries under the asset and liability approach which recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the tax basis of assets and liabilities and their combined financial statement reported amounts. As of December 31, 2013 and 2012, total federal tax net operating losses available to offset future taxable income were approximately $2.9 million and $3.0 million, respectively. The Company records a valuation allowance against deferred tax assets when it is more likely than not that such assets will not be realized. The Company has deferred tax assets of $1.0 million and $1.1 million as of December 31, 2013 and 2012, respectively, primarily relating to net operating losses which had a full valuation allowance. Total tax expense was not material for the years ended December 31, 2013 and 2012 and is included in other (expense) income.

F-44

Las Vegas Land Holdings, LLC & Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Reorganization Expense

Reorganization expense includes professional fees and similar expenditures related to settlement of matters as a result of the Predecessor’s plan of reorganization. These expenses are expensed when incurred.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Such estimates include, but are not limited to, the allocation of land development costs to cost of sales, the estimates of future improvements and amenities costs, the estimated useful lives of property and equipment, the estimated cost of warranties provided to customers, the estimated cash flows used in determining whether long-lived assets are impaired, and the estimated outcome of ongoing litigation. Actual results could differ from those estimates.

Advertising Expense

Advertising costs are expensed the first time such advertising appears. Total advertising costs included in general and administrative expenses related to home sales on the accompanying consolidated statements of operations were $0.5 million and $0.5 million for the years ended December 31, 2013 and 2012, respectively.

Comprehensive Income

Comprehensive income is the change in equity of a business enterprise during a period from transactions and all other events and circumstances from non-owner sources. Other comprehensive income includes unrealized gain (loss) on available for sale securities, foreign currency items, and minimum pension liability adjustments. The Company did not have components of other comprehensive income during the years ended December 31, 2013 and 2012. As a result, comprehensive income is the same as the net income.

Concentration of Risk

The Company maintains cash, cash equivalents and restricted cash with various financial institutions. A significant portion of the unrestricted cash is maintained with a select few banks and is, accordingly, subject to credit risk. Periodic evaluations of the relative credit standing of financial institutions maintaining the deposits are performed to evaluate and mitigate, if necessary, any credit risk.

F-45

Las Vegas Land Holdings, LLC & Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

2. Inventories

Inventories as of December 31, 2013 and 2012 consist of the following (in thousands):


	2013		2012
Land held for future development	$	56,145	$	66,616
Cost of land development and common elements & amenities		16,605		9,787
Homes under construction		4,363		3,371
Cost of Model Homes		2,190		1,994


Total Inventories	$	79,303	$	81,768

During 2012, the Company determined that certain non-core commercial land holdings were impaired as a result of factors impacted by decreases in current market conditions. Broker price opinions and comparable sales were used and considered in arriving at estimated fair values. As a result, the Company recognized a non cash impairment charge of $36 thousand for the year ended December 31, 2012. No further impairment occurred for the year ended December 31, 2013.

3. Property, Plant and Equipment

Property and equipment at December 31, 2013 and 2012 are summarized as follows (in thousands):


	2013			2012
Land	$	4,383		$	4,383
Golf course improvements		6,864			6,857
Golf course equipment		603			508
Model home furnishings		350			297
Office equipment		180			161
Buildings and improvements		49			40
Construction equipment		7			7


Total		12,436			12,253
Less accumulated depreciation		(2,386	)		(1,693	)


Property, Plant and Equipment - net	$	10,050		$	10,560

F-46

Las Vegas Land Holdings, LLC & Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Depreciation expense for the years ended December 31, 2013 and 2012 were $0.7 million and $0.6 million, respectively.

Golf course capital leases as of December 31, 2013 and 2012 totaling $0.2 million and $0.2 million, respectively, are included in golf course improvements.

4. Other Assets

Other assets as of December 31, 2013 and 2012 consist of the following (in thousands):


	2013		2012
Refundable deposits	$	28	$	14
Rebates and other receivables, net of allowance of $2		104		179
Loan fees, net of amortization of $44 and $63		—		44
Litigation trust receivable, net of allowance of $17		60		—
Golf event deposits		83		—
Tax refund receivable		9		—


Total Other Assets	$	284	$	237

5. Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts

Following is a summary of contracts in progress at December 31, 2013 and 2012 (in thousands):


	2013			2012
Costs incurred on uncompleted contracts	$	282		$	235
Estimated earnings		396			368

Total		678			603
Less: Billings to date		1,100			1,100

Total		(422	)		(497	)

These amounts are included in accompanying consolidated balance sheets under the following captions:
Costs and estimated earnings in excess of billings on uncompleted contracts		—			—
Billings in excess of costs and estimated earnings on uncompleted contracts	$	(422	)	$	(497	)

F-47

Las Vegas Land Holdings, LLC & Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

6. Notes Payable and Capital Leases

Notes payable at December 31, 2013 and 2012 consist of the following (in thousands):


December 31,	2013		2012
Secured loan facility collateralized by deeds of trusts on the related inventories, with interest at one month LIBOR (.2481% and .2087% at December 31, 2013 and 2012, respectively), plus 5.00% per annum, and maturity date of March 31, 2016. The LIBOR portion of the interest must be paid in cash and the 5.00% portion may be paid in kind and added to the balance of the note. The LIBOR rate shall not exceed 2.00% per annum. The Company also has a cash payment option to this note which it can elect on a quarterly basis. The rate for the cash pay election is LIBOR plus 2.00%. The Company elected the cash pay option in the fourth quarter of 2011 and continued that election through 2013. The secured loan facility calls for principal payments to be made when the Company reaches greater than $15,000 in unrestricted Cash and Cash Equivalents as of the last day of the immediately preceding quarter.	$	18,421	$	36,921

Notes payable collateralized by deeds of trusts on the golf course property and improvements, with interest at 5.28% per annum, monthly principal and interest payments of $27 from November 2010 to October 2013, final payment due at maturity. The Company renegotiated the note and paid down principal to $2.5 million in 2012 resulting in a reduced monthly principal payment of $11 with interest of 3% + one month LIBOR. (3.25% per annum at December 31, 2013). All other terms remain unchanged. The Company exercised its 12 month extension option on this note which extends the term to October 2014.		2,254		2,388

Secured loan facility by the Company’s insurance policy premiums and the lender being named a loss payee on the policy with interest at 2.65% and monthly payments of $83.		1,613		—

Capital leases		82		107

Total Notes Payable	$	22,370	$	39,416

F-48

Las Vegas Land Holdings, LLC & Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Notes payable at December 31, 2013 are due in future years as follows (in thousands):


December 31,	2013
2014	$	3,214
2015		653
2016		18,421
2017		—


Total	$	22,288

Refer to note 7 for future payments on capital leases.

The interest cost associated with development and construction projects is capitalized and included in inventories. Interest capitalization ceases once a project is substantially complete or no longer under construction to prepare for its intended use. When no debt is specifically identified as being incurred in connection with a construction project, the Company capitalizes interest on amounts expended on the project at the Company’s weighted average cost of borrowed money. The Company capitalized $0.7 million and $0.7 million during the years ended December 31, 2013 and 2012, respectively, of interest related to development and construction projects. Of this amount, $0.4 million and $0.6 million, respectively, is reflected in costs of home sales in the Consolidated Statement of Operations, for completed projects as of December 31, 2013 and 2012.

The note payable collateralized by deeds of trusts on the golf course property and improvements includes among other covenants, restrictions on certain financial ratios including maintaining a 1.25 to 1.0 fixed charge coverage ratio, for which the Company was in compliance at December 31, 2013.

To maintain compliance with the fixed charge ratio covenant, the Company entered into a Make-Well Agreement dated March 31, 2011, with the bank that allows the Company to provide cash transfers between non-guarantor entities and the guarantor golf course entity to increase the fixed charge coverage ratio to the required minimum level. In the event that the Company fails to provide such required funds to the guarantor entity within 60 days following the end of the quarterly period being measured, such event will constitute an event of Default. The Company made $0.7 million and $0.6 million in required Make-Well contributions for the years ended December 31, 2013 and 2012, respectively. The Company is in compliance with the covenants at December 31, 2013.

7. Commitments and Contingencies

Leases

The Company has an operating lease for office space at December 31, 2013. The Company entered into this office lease effective April 18, 2011. The office lease is for three years expiring April 30, 2014 with the option to extend twice for a total of 18 months. The Company has exercised its first 18 month option.

F-49

Las Vegas Land Holdings, LLC & Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

A schedule by year of minimum rental payments due under the operating lease as of December 31, 2013 as follows (in thousands):


Years ended December 31,
2014	$	103
2015 (assumes option exercised)		125
2016 (assumes option exercised)		125


Total Minimum Rental Payment Obligations	$	353

Rental expense for operating leases for the years ended December 31, 2013 and 2012 was $0.1 million and $0.1 million, respectively.

The Company also has four capital leases for golf course equipment as of December 31, 2013. The Company entered into these agreements effective November 15, 2011 and May 1, 2013. The leases are for a total of 36 months.

A schedule of the minimum rental payments due under the capital leases as of December 31, 2013 (in thousands):


Years ended December 31,
2014	$	48
2015 (assumes $1 buyout option exercised)		23
2016		11

Principal payment obligations		82
Interest payments		8


Total Minimum Rental Payment Obligations	$	90

Capital lease payments for the year ended December 31, 2013 were $86 thousand.

Litigation

The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position, results of operations, or liquidity.

Management Fees

The Company entered into a Management Agreement (the “Management Agreement”) with a related party, DHNV, LLC (the “Manager”), to be provided services for day-to-day operations. These services include creating operating budgets, managing the financial department, serving as the human resource function and monitoring the Company’s compliance with all laws and regulations. In exchange for performing management services, the Company must pay the Manager $1.0 million per year, in equal monthly installments (the “Management Fee”). In addition to the

F-50

Las Vegas Land Holdings, LLC & Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

Management Fee, the Company must pay the Manager a Performance Fee for each cash distribution made by the Company to its equity members, based on an escalating scale. The Company is responsible for reimbursing the Manager for any fees or costs incurred on the Company’s behalf. The agreement terminates the earlier of three years or on demand by either the Company or Manager by giving at least a 20 day notice.

For the years ended December 31, 2013 and 2012, the Company paid $1.0 million and $1.5 million, respectively, to the Manager which is included in general and administrative expenses on the Consolidated Statement of Operations. For the years ended December 31, 2013 and 2012 the Company did not pay performance distributions to equity members and therefore no Performance Fee was paid to the Manager.

8. Subsequent Events

On April 1, 2014, the Company sold substantially all of its assets to Century Communities, Inc. for a purchase price of approximately $165 million.

In accordance with ASC 855, Subsequent Events, management has evaluated subsequent events through April 7 , 2014, the date at which the financial statements were available for issuance.

F-51

Century Communities, Inc.

Unaudited Pro Forma Financial Statements

As of and for the year ended December 31, 2013

On April 1, 2014, one of our wholly-owned subsidiaries, Century Communities of Nevada, LLC, purchased substantially all of the assets of Las Vegas Land Holdings, LLC and its subsidiaries (collectively, “LVLH”), a homebuilder with operations in Las Vegas, Nevada, for a purchase price of approximately $165 million (which we refer to as the “LVLH Acquisition”). LVLH targets first-time, second-time move-up, second home and active adult buyers, with houses typically ranging from $215,000 to $500,000. The acquired assets consist of five single-family communities in the greater Las Vegas, Nevada metropolitan area, two fully operational golf courses, three custom home lots, and two 1-acre commercial plots. LVLH was actively selling homes in three of these communities. The assets and liabilities which were not acquired primarily consist of cash and cash equivalents, restricted cash, and certain debt obligations.

The transaction will be accounted for as a business combination in accordance with the Company’s accounting policies with the acquired assets and assumed liabilities recorded at their estimated fair values as of April 1, 2014. The following unaudited pro forma condensed financial information and explanatory notes, presents the pro forma impact of the LVLH Acquisition on the Company’s historical financial position and results of operations as of and for the year ended December 31, 2013. We believe the net impact of the pro forma adjustments on the December 31, 2013 balance sheet would approximate the net impact as of the acquisition date.

We derived the unaudited pro forma condensed financial information set forth below by the application of pro forma adjustments to the audited consolidated financial statements for the Company and LVLH, included elsewhere in this prospectus. The Company’s and LVLH’s historical consolidated financial information has been adjusted in the unaudited pro forma condensed financial statements to give effect to pro forma events that are (1) directly attributable to the acquisition; (2) factually supportable; and (3) with respect to the pro forma statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed balance sheet as of December 31, 2013 is presented to reflect the acquisition as if it had occurred on December 31, 2013. The unaudited pro forma condensed statement of operations for the year ended December 31, 2013 gives pro forma effect to the LVLH Acquisition, as if the acquisition had been completed on January 1, 2013.

The unaudited pro forma condensed financial information reflects pro forma adjustments that are described in the accompanying explanatory notes and are based on available information and certain assumptions we believe are reasonable, but are subject to change. We have made, in our opinion, all adjustments that are necessary to present fairly the unaudited pro forma condensed financial information.

The unaudited pro forma condensed financial information is presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the acquisition of LVLH been consummated on the dates indicated, and do not purport to be indicative of the financial condition or results of operations as of any future date or for any future period. You should read our unaudited pro forma condensed financial information and the accompanying explanatory notes in conjunction with the consolidated historical financial statements and related notes included elsewhere in this prospectus. Certain amounts in the historical consolidated financial statements of LVLH have been reclassified to conform to the Company’s presentation. These include presentation of pro shop inventory, prepaid assets, land held for sale, and other assets within prepaid expenses and other assets, as well as deferred revenue, billings in excess of collections, accrued liabilities and warranty accrual within accrued and other expenses on the unaudited pro forma condensed balance sheet. On the unaudited pro forma condensed statement of operations, selling expenses, general and administrative, and depreciation are included in selling, general and administrative. Additionally, reorganization expenses have been included in other income (expense).

F-52

Century Communities, Inc.

Pro Forma Condensed Consolidated Balance Sheet

As of December 31, 2013 (unaudited)

(in thousands)


	Historical Century Communities, Inc.		Historical Las Vegas Land Holdings, LLC		Pro Forma Adjustments			Century Communities, Inc. Pro Forma
Cash and cash equivalents	$	109,998	$	10,213	$	(165,000	)(a)	$	43,998
						(10,213	)(b)
						99,000	(c)
Restricted cash		—		746		(746	)(b)		—
Accounts receivable		4,438		—		—			4,438
Inventories		184,072		79,303		79,794	(a)		343,169
Prepaid expenses and other assets		8,415		3,513		—			11,928
Property and equipment, net		3,360		10,050		(980	)(a)		12,430
Amortizable intangible assets, net		1,877		—		—			1,877
Goodwill		479		—		—			479

Total Assets	$	312,639	$	103,825	$	1,855		$	418,319

Liabilities and Equity
Liabilities
Accounts payable	$	588	$	1,896	$	—		$	2,485
Accrued expenses and other liabilities		38,083		3,089		—			41,171
Deferred tax liability, net		912		—		—			912
Notes payable and revolving loan agreement		1,500		22,370		(20,675	)(b)		102,195
						99,000	(c)

Total liabilities		41,083		27,355		78,325			146,763

Equity
Total Equity		271,556		76,470		(86,186	)(a)		271,556
						9,716	(b)

Total Liabilities and Equity	$	312,639	$	103,825	$	1,855		$	418,319

F-53

Century Communities, Inc.

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2013 (unaudited)

(in thousands, except share and per share amounts)


	Historical Century Communities, Inc.		Historical Las Vegas Land Holdings, LLC			Pro Forma Adjustments			Century Communities, Inc. Pro Forma
Home sales revenues	$	171,133	$	74,253			—		$	245,386
Land sale revenues		—		1,272			—			1,272

Total Home and land sale revenues		171,133		75,525						246,658
Cost of home sale revenues		129,651		45,950			10,705	(d)		186,306
Cost of land sale revenues		—		593			—			593

Total cost of home and land sale revenues		129,651		46,543			10,705			186,899
Gross margin from home and land sales		41,482		28,982			(10,705	)		59,759

Golf course and other revenue		—		8,172			—			8,172
Cost of golf course and other revenue		—		8,271			—			8,271

Gross margin from golf course and other revenue		—		(99	)		—			(99	)

Selling general and administrative		23,622		9,629						33,251

Operating income		17,860		19,254			(10,705	)		26,409

Other income (expense)		213		(416	)		—			(203	)

Income before tax expense		18,073		18,838			(10,705	)		26,206
Income tax expense		5,015		—			2,846	(e)		7,861
Deferred taxes on conversion to a corporation		627		—			—			627

Consolidated net income		12,431		18,838			(13,551	)		17,718

Net income attributable to the noncontrolling interests		52		—			—			52
Income attributable to common stockholders	$	12,379	$	18,838		$	(13,551	)	$	17,666
Basic and diluted earnings per share	$	0.95						(f)	$	1.36

Basic and diluted weighted average common shares		12,873,562								12,873,562

F-54

Century Communities, Inc.

Notes to Pro Forma Condensed Consolidated Financial Statements

As of And For The Year Ended December 31, 2013

(unaudited)

(in thousands)

The following pro forma adjustments are required to reflect the net impact of the LVLH Acquisition on the historical consolidated financial statements of the Company as of and for the year ended December 31, 2013:

(a) Assets Acquired and Liabilities Assumed

We acquired substantially all the assets and assumed certain liabilities of LVLH for a purchase price of approximately $165,000, which was paid in cash on April 1, 2014. The purchase price was funded with current available cash and cash equivalents and additional borrowings of $99,000 from our revolving loan agreement (see adjustment (c)).

The following is a summary of the assets to be acquired and the liabilities to be assumed in the LVLH Acquisition. We have made a preliminary estimate of the fair value of the acquired assets and assumed liabilities based on information currently available to us. While we acquired certain intangible assets (e.g. use of the Dunhill name, architectural plans, and certain in place contracts), we have not completed a formal estimate of the value, if any, of these intangible assets. However, we feel the overall value of these intangibles is not material and does not have a significant impact for financial statement users. Once we finalize our valuation analysis, assumptions utilized to estimate fair value may change and accordingly our estimated allocation may change.

Based upon our preliminary estimates of the fair value of the assets to be acquired and the liabilities to be assumed, we have recorded the following pro forma adjustments:


	Estimated Fair Value as of April 1, 2014		Historical balance as of December 31, 2013		Pro forma adjustment
Inventories	$	159,097	$	79,303	$	79,794
Prepaid expenses and other assets		3,513		3,513		—
Property and equipment		9,070		10,050		(980	)

Total assets	$	171,680	$	92,866	$	78,814
Accounts payable	$	1,897	$	1,896		—
Accrued expenses and other liabilities		3,088		3,089		—
Notes payable and revolving loan agreement		1,695		1,695		—

Total liabilities	$	6,680	$	6,680		—

Purchase price/Net equity	$	165,000	$	86,186	$	78,814

The fair value of the assets acquired and liabilities assumed outlined above were estimated based on the following methodology.

Inventories

We determined the preliminary estimate of fair value for acquired inventories primarily using a forecasted cash flow approach for the development, marketing, and sale of each community acquired. Significant assumptions included in our estimate include future per lot development costs, construction timeline, construction and overhead costs, mix of products sold in each community as well as average sales price, sales incentives and cancellation rates. These assumptions were developed from the historical performance of the communities, and cost estimates and other information obtained during our due diligence procedures. Such assumptions are made for each individual community and may vary significantly between communities. To a lesser extent we also utilized comparable sales of land inventory within the greater Las Vegas market as well as broker opinions of value for certain parcels

F-55

Century Communities, Inc.

Notes to Pro Forma Condensed Consolidated Financial Statements

As of And For The Year Ended December 31, 2013

(unaudited)

(in thousands)

acquired as inputs into our preliminary estimate of fair value. Due to the preliminary nature of these estimates combined with uncertainties in the estimation process and the significant volatility in demand for new housing, actual results could differ significantly from such estimates.

Prepaid expenses and other assets

Acquired prepaid expenses and other assets primarily consist of (1) prepaid insurance (2) land held for sale and (3) pro shop inventory. Due to the short-term nature of these assets we believe that the historical carrying cost approximates fair value.

Property and equipment, net

Acquired property and equipment is primarily comprised of two golf courses acquired (Rhodes Ranch Golf Course, and Tuscany Golf Club) and various office related fixed assets including leasehold improvements. The fair value of the Rhodes Ranch Golf Course was estimated based on the terms of a put/call agreement acquired in the LVLH Acquisition. The fair value of the Tuscany Golf Club was estimated based upon a recent broker opinion of value. We determined that historical cost for office related fixed assets including leasehold improvements approximated fair value.

Accounts payable/Accrued expenses and other liabilities

We determined that historical cost approximates fair value for the acquired accounts payable and accrued expenses and other liabilities primarily due to the short term nature of these obligations.

Notes payable and revolving loan agreement

The acquired debt obligations were originated in the fourth quarter of 2013, and we believe that the interest rate at the time of origination approximates current market rates for similar obligations. Accordingly, the historical cost of the acquired obligations approximates fair value.

Transaction Costs

We estimate that our expenses for this transaction will be approximately $0.8 million, of which approximately $0.4 million and $0.4 million will be reflected as an expense in our first and second quarter 2014 consolidated financial statements, respectively, the periods the expenses were incurred. These costs include fees for real estate transfer taxes, legal, accounting, due diligence, and other services necessary to complete the transaction. The estimated expenses have not been reflected in the pro forma financial statements due to the amounts being non-recurring and not material overall.

(b) Assets Not Acquired and Liabilities Not Assumed

In connection with the purchase, we will not be acquiring certain assets which primarily consist of cash and cash equivalents and restricted cash or assuming certain debt obligations. We have recorded a pro forma adjustment to remove the historical balances as of December 31, 2013, which are $10,213 in cash and cash equivalents, $746 in restricted cash, and $20,675 of debt obligations, which have a net impact on net equity of $9,716.

(c) Debt Financing

Pro forma adjustment to reflect the additional draw on our revolving loan agreement of $99,000 prior to April 1, 2014 to finance the purchase of LVLH. We have not included any pro forma adjustment related to additional interest expense to be incurred associated with the additional draw on our revolving loan agreement. Interest expense is typically capitalized as part of inventories cost and subject to be expensed as part of our cost of home sales revenue. See adjustment (d) for our consideration of this additional expense.

F-56

Century Communities, Inc.

Notes to Pro Forma Condensed Consolidated Financial Statements

As of And For The Year Ended December 31, 2013

(unaudited)

(in thousands)

(d) Cost of Homes Sales Revenue Expense

As noted in pro forma adjustment (a) above, the inventories purchased in the LVLH Acquisition were recognized at their estimated fair value as of the acquisition date. As a result, the historical cost of home sales revenue for LVLH for the year ended December 31, 2013, which resulted in a gross margin of 38%, also requires a pro forma adjustment to reflect this increase in pro forma inventory cost. The pro forma adjustment to cost of home sales revenue is estimated to be additional expense of $10,705.

The pro forma adjustment was determined for all the acquired lots, including the 256 that were delivered by LVLH during 2013, in accordance with ASC 820-10-55-21(f). Accordingly, we applied pro forma adjustments to LVLH historical costs based upon the stage of production of the lots as of January 1, 2013, such that the pro forma increase to inventory and cost of home sales results in an expected gross margin that we believe a market participant would require to complete the remaining development and requisite selling efforts. The stage of production, as of January 1, 2013, of the 256 lots delivered by LVLH during 2013, ranged from raw land to fully completed single family residences. We estimated a market participant would require a gross margin ranging from 8% to 24% based upon the stage of production of the individual lot.

An increase or decrease of 10% in the estimated gross margin a market participant would require would result in a pro forma increase or decrease to cost of home sale revenues of approximately $8,900 and $12,500, respectively.

(e) Income Tax Expense

We have recorded a pro forma adjustment to increase current income tax expense by $2,846. The adjustment is based upon the net pro forma impact the LVLH Acquisition has upon our historical taxable income for the period presented using the statutory federal and state income tax rate of 35%.

(f) Earnings Per Share

Pro-forma basic and diluted net income per share for the year ended December 31, 2013 gives effect to pro forma adjustments discussed above, as well as the application of the two-class method of calculating earnings per share, as our non-vested restricted stock awards have non-forfeitable rights to dividends, and accordingly represent a participating security. The two-class method is an earnings allocation method under which EPS is calculated for each class of common stock and participating security considering both dividends declared (or accumulated) and participation rights in undistributed earnings as if all such earnings had been distributed during the period (in thousands except share and per share amounts).


Pro-forma net income	$	17,718
Less: Net income attributable to the non-controlling interest		(52	)
Less: Undistributed earnings allocated to participating securities		(149	)

Numerator for basic and diluted pro-forma EPS	$	17,517
Pro-forma weighted average shares		12,873,562
Pro-forma basic and diluted EPS	$	1.36

F-57

LOGO

CENTURY COMMUNITIES

Shares

LOGO

Common Stock

P ROSPECTUS

, 2014

FBR

Until , 2014 (25 days after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

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Shares

C ENTURY C OMMUNITIES , I NC .

Common Stock

This prospectus relates solely to the resale of up to an aggregate of shares of our common stock, $0.01 par value per share, by the selling stockholders identified in this prospectus (which term as used in this prospectus includes pledgees, donees, transferees or other successors-in-interest). We are registering the offer and sale of the shares of our common stock, which were acquired by the selling stockholders in our May 2013 private offering and private placement.

The selling stockholders may offer the shares of our common stock from time to time as they may determine through public or private transactions or through other means described in the section entitled “Plan of Distribution” at prevailing market prices, at prices different than prevailing market prices or at privately negotiated prices. The prices at which the selling stockholders may sell the shares of our common stock may be determined by the prevailing market price for the shares at the time of sale, may be different than such prevailing market prices or may be determined through negotiated transactions with third parties. Until our shares of our common stock are regularly traded on the New York Stock Exchange, we expect that the selling stockholders initially will sell their shares, if any shares are sold, at a price of $ per share, which is the initial public offering price per share in our initial public offering.

We will not receive any of the proceeds from the sale of these shares of our common stock by the selling stockholders. We have agreed to pay all expenses relating to registering these shares of our common stock. The selling stockholders will pay any brokerage commissions and/or similar charges incurred for the sale of these shares of our common stock.

Prior to the date of this prospectus, there was not a public market for our shares. Because all of the shares offered under this prospectus are being offered by the selling stockholders, we cannot currently determine the price or prices at which our shares may be sold under this prospectus.

We intend to apply to list the shares of our common stock on the New York Stock Exchange under the symbol “ .”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 15.

, 2014.

Alternate Page for Selling Stockholders Resale Prospectus - front cover

You should rely only on the information contained in this prospectus or in any free writing prospectus prepared by us. We and the selling stockholders have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We and the selling stockholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus and any free writing prospectus prepared by us is accurate as of any date other than the respective dates of such documents or as of the date or dates which are specified therein. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.

TABLE OF CONTENTS


Summary			1
Risk Factors
Cautionary Note Concerning Forward-Looking Statements
Use of Proceeds
Dividend Policy
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Market Opportunity
Our Business
Management
Executive and Director Compensation
Certain Relationships and Related Party Transactions
Conflicts of Interest
Principal Stockholders
Selling Stockholders
Description of Capital Stock
Shares Eligible For Future Sale
Certain Material Federal Income Tax Considerations
Plan of Distribution
Legal Matters
Change in Accountants
Experts
Where you can find more information
Index to Consolidated Financial Statements			F-1

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SUMMARY

Recent Developments

Initial Public Offering

We are planning to sell our common stock in the IPO, and expect to receive net proceeds from the IPO of approximately $ million (assuming an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of the IPO prospectus), or approximately $ million if the underwriters of the IPO exercise in full their over-allotment option to purchase up to additional shares of our common stock in the IPO, after deducting the underwriting discounts and commissions and the estimated offering expenses of approximately $ million payable by us. We intend to use the net proceeds from the IPO primarily for the acquisition and development of land, home construction and other related purposes.

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The Offering

Common Stock Offered by the Selling Stockholders in this Offering

Common Stock Offered by Us in the IPO

shares (plus up to additional shares of our common stock that the underwriters of the IPO have an option to purchase from us at the initial public offering price less the underwriting discounts and commissions to cover over-allotments, if any)

Common Stock to be Outstanding Immediately After the IPO

shares ⁽¹⁾

Use of Proceeds

We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholders pursuant to this prospectus.

Dividend Policy

New York Stock Exchange Symbol

We intend to apply to list the shares of our common stock on the New York Stock Exchange under the symbol “ .”

Risk Factors

Investing in our common stock involves a high degree of risk . For a discussion of factors you should consider in making an investment, see “Risk Factors” beginning on page 15.

Except as otherwise indicated, all information in this prospectus assumes no exercise by the underwriters of the IPO of their over-allotment option to purchase additional shares of our common stock in the IPO.

⁽¹⁾

Assumes the IPO has been completed and excludes (i) options to purchase an aggregate of 630,000 shares of our common stock reserved for future issuance under our 2013 Long-Term Incentive Plan; (ii) 238,176 shares of our common stock reserved for future issuance under our 2013 Long-Term Incentive Plan; and (iii) up to shares of our common stock issuable upon the exercise in full by the underwriters of the IPO of their over-allotment option to purchase additional shares of our common stock in the IPO.

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USE OF PROCEEDS

We are registering these shares of our common stock for resale by the selling stockholders. We will not receive any proceeds from the sale of the shares of our common stock offered by the selling stockholders pursuant to this prospectus. The net proceeds from the sale of the shares of our common stock offered pursuant to this prospectus will be received by the selling stockholders.

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OUR BUSINESS

Recent Developments

Initial Public Offering

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SELLING STOCKHOLDERS

The selling stockholders listed in the table below may from time to time offer and sell pursuant to this prospectus any or all of the shares of our common stock that they respectively beneficially own as set forth below. When we refer to “selling stockholders” in this prospectus, we mean the persons and entities listed in the table below, and the pledgees, donees, permitted transferees, assignees, successors and others who later come to hold any of the selling stockholders’ interests in shares of our common stock other than through a public sale.

In accordance with SEC rules, the beneficial ownership of each of the selling stockholders includes:

•

all shares the selling stockholder actually owns beneficially or of record;

•

all shares over which the selling stockholder has or shares voting or dispositive control (such as in the capacity as a general partner of an investment fund); and

•

Certain of the selling stockholders may be deemed to be underwriters as defined in the Securities Act. Any profits realized by the selling stockholders may be deemed to be underwriting commissions.

The following table sets forth, as of the date of this prospectus, the name of each selling stockholder for whom we are registering shares for resale to the public, and the number of shares that each selling stockholder may offer pursuant to this prospectus. The shares offered by the selling stockholders were originally issued and sold by us in our May 2013 private offering and private placement pursuant to exemptions from the registration requirements of the Securities Act. We agreed to file a registration statement covering the shares of our common stock received by the selling stockholders. We have filed with the SEC, under the Securities Act, a Registration Statement on Form S-l with respect to the resale of the shares of our common stock from time to time by the selling stockholders, and this prospectus forms a part of that registration statement.

Except as noted below in the footnotes to the table, none of the selling stockholders have, or have had since our inception, any position, office or other material relationship with us or any of our affiliates. Based on information provided to us by the selling stockholders and as of the date the same was provided to us, assuming that the selling stockholders sell all the shares of our common stock beneficially owned by them that have been registered by us and do not acquire any additional shares during the offering, the selling stockholders will not own any shares other than those appearing in the column entitled “Number of Shares Owned After the Offering.” We cannot advise as to whether the selling stockholders will in fact sell any or all of such shares. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the shares in transactions exempt from the registration requirements of the Securities Act after the date on which they provided the information set forth on the table below.

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Name of Selling Stockholder	Number of Shares of Our Common Stock Beneficially Owned Prior to the Offering	Number of Shares of Our Common Stock that May be Sold	Number of Shares of Our Common Stock Beneficially Owned After the Offering

⁽¹⁾

⁽²⁾

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DESCRIPTION OF CAPITAL STOCK

Registration Rights Agreement

Under the registration rights agreement, we agreed, at our expense, to use our commercially reasonable efforts to file with the SEC as soon as reasonably practicable following the completion of the May 2013 private offering and private placement, but in no event later than December 31, 2013, a shelf registration statement registering for resale all of the shares of our common stock sold in our May 2013 private offering and private placement that were not sold by the selling stockholders in the IPO (which we refer to as the “registrable shares”), plus any additional shares of common stock issued in respect thereof whether by stock dividend, stock distribution, stock split, or otherwise. We refer to this registration statement as the “resale shelf registration statement.” We are obligated to use our commercially reasonable efforts to cause the resale shelf registration statement to be declared effective by the SEC under the Securities Act as promptly as practicable after the filing (such time of effectiveness may be deferred until up to 60 days after completion of the IPO), but in any event prior to June 30, 2014, and to maintain the resale shelf registration statement continuously effective under the Securities Act, subject to certain permitted blackout periods, until the first to occur of:

•

the date on which the registrable shares covered by the resale shelf registration statement have been resold in accordance with the resale shelf registration statement;

•

the date on which the registrable shares covered by the resale shelf registration statement have been sold to us or cease to be outstanding.

We have filed with the SEC a registration statement on Form S-1 for the IPO and for the resale of the registrable shares that are not sold by the selling stockholders in the IPO, and this prospectus forms a part of that registration statement, which is considered the resale shelf registration statement.

However, if, prior to June 30, 2014, the resale shelf registration statement has not been declared effective by the SEC or our common stock has not been listed for trading on a national securities exchange, then the registration rights agreement and our bylaws require that we hold a special meeting of our stockholders for the purpose of considering and voting on the removal of our directors then in office and electing the successors of any directors so removed (which we refer to as a “special election meeting”), unless the requirement is waived or deferred in accordance with the registration rights agreement and our bylaws. This requirement for a special meeting should no longer be applicable upon the effectiveness of the registration statement of which this prospectus forms a part.

Each of the selling stockholders has agreed with us not to directly or indirectly sell, offer to sell, grant any option or otherwise transfer or dispose of any shares of our common stock for days after the date of this prospectus. We have agreed not to waive or otherwise modify that agreement without the prior written consent of the representatives of the underwriters.

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SHARES ELIGIBLE FOR FUTURE SALE

General

Upon the completion of the IPO, as a result of the issuance of shares in the IPO, there will be shares of our common stock issued and outstanding ( shares if the underwriters of the IPO exercise in full their over-allotment option to purchase additional shares of our common stock in the IPO).

Of the total number of shares of our common stock to be issued and outstanding upon completion of the IPO:

•

shares are being offered and sold in the IPO ( shares if the underwriters exercise in full their over-allotment option to purchase additional shares of our common stock in the IPO). These shares will be freely transferable without restriction or further registration under the Securities Act, except that any shares held or acquired by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, will be subject to the volume limitations and other restrictions of Rule 144 described below;

•

shares may be resold by the selling stockholders identified in this prospectus. These shares will be freely transferable without restriction or further registration under the Securities Act, except that any shares held or acquired by our affiliates will be subject to the volume limitations and other restrictions of Rule 144 described below. In addition, these shares are subject to a lock-up agreement for days after the date of this prospectus (or days in the case of any such shares held by our officers and directors); and

•

the remaining shares have not been registered and may be “restricted” securities within the meaning of Rule 144. These shares may not be sold unless they are registered under the Securities Act or the restrictions under Rule 144 have lapsed or another exemption from registration is available. In addition, these shares are subject to lock-up agreements for 60 days after the date of this prospectus (or 180 days in the case of any such shares held by our officers and directors).

Prior to the IPO, there has been no public market for shares of our common stock. Although we intend to apply to list the shares of our common stock on the New York Stock Exchange under the symbol “ ,” an active trading market for the shares of our common stock may never develop or if one develops, it may not be sustained following the IPO. No assurance can be given as to the likelihood that an active trading market for our common stock will develop, the liquidity of any such market, the ability of our stockholders to sell their shares or the prices that our stockholders may obtain for any of their shares. No prediction can be made as to the effect, if any, that future sales of shares of our common stock, or the availability of shares of our common stock for future sale, will have on the market price prevailing from time to time. Sales of substantial amounts of our common stock, or the perception that such sales could occur, may affect adversely prevailing market prices of our common stock. See “Risk Factors—Risks Related to this Offering and Ownership of our Common Stock.”

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PLAN OF DISTRIBUTION

We are registering the shares of our common stock covered by this prospectus to permit the selling stockholders to conduct public secondary trading of these shares from time to time after the date of this prospectus. We will not receive any of the proceeds of the sale of the shares offered by this prospectus. The aggregate proceeds to the selling stockholders from the sale of the shares will be the purchase price of the shares less any discounts and commissions. Each selling stockholder reserves the right to accept and, together with their respective agents, to reject, any proposed purchase of shares to be made directly or through agents.

The selling stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock offered by this prospectus on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may occur at fixed prices, at negotiated prices, at market prices prevailing at the time of sale, or at prices related to prevailing market prices. Until our shares of our common stock are regularly traded on the New York Stock Exchange, we expect that the selling stockholders initially will sell their shares, if any shares are sold, at a price of $ per share, which is the initial public offering price per share in our initial public offering. The selling stockholders may use any one or more of the following methods when selling the shares offered by this prospectus:

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

an exchange distribution in accordance with the rules of the applicable exchange;

•

privately negotiated transactions;

•

broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

•

a combination of any such methods of sale; and

•

any other method permitted pursuant to applicable law.

In connection with these sales, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions that in turn may:

•

engage in short sales of shares of the common stock in the course of hedging their positions;

•

sell shares of the common stock short and deliver shares of the common stock to close out short positions;

•

loan or pledge shares of the common stock to broker-dealers or other financial institutions that in turn may sell shares of the common stock;

•

enter into option or other transactions with broker-dealers or other financial institutions that require the delivery to the broker-dealer or other financial institution of shares of the common stock, which the broker-dealer or other financial institution may resell under the prospectus; or

•

enter into transactions in which a broker-dealer makes purchases as a principal for resale for its own account or through other types of transactions.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

Alternate Sections for Selling Stockholders Resale Prospectus - 10

To our knowledge, there are currently no plans, arrangements or understandings between any selling stockholder and any underwriter, broker-dealer or agent regarding the sale of the shares by the selling stockholders.

We intend to apply to list the shares of our common stock on the New York Stock Exchange under the symbol “ .” However, we can give no assurances as to the development of liquidity or trading market for the shares.

Subject to certain exceptions, we and all of our officers and directors have agreed that, without the prior written consent of the representatives on behalf of the underwriters of the IPO, we and they will not, during the period ending days after the date of the IPO prospectus and this prospectus:

•

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock;

•

file any registration statement with the SEC relating to the offering of any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock; or

•

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock;

whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise. Additionally, all of our other stockholders have agreed with us not to directly or indirectly sell, offer to sell, grant any option or otherwise transfer or dispose of our common stock for days, in the case of the holder who is the selling stockholder in our initial public offering, or days, in the case of the selling stockholders named in this prospectus, in each case after the date of the IPO prospectus and this prospectus. We have agreed not to waive or otherwise modify this agreement without the prior written consent of the representatives of the underwriters of our initial public offering.

The restrictions described in the immediately preceding paragraph do not apply to the sale of shares of our common stock to the underwriters or transactions by any person other than us and our directors and officers relating to shares of our common stock or other securities acquired in the IPO or in open market transactions after completion of the IPO.

The representatives of the underwriters of the IPO, in their sole discretion, may release, or authorize us to release, as the case may be, the common stock and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice.

In compliance with the guidelines of the Financial Industry Regulatory Authority (which we refer to as “FINRA”), the aggregate maximum discount, commission or agency fees or other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of the proceeds from any offering pursuant to this prospectus and any applicable prospectus supplement.

Any shares covered by this prospectus that qualify for sale under Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The shares covered by this prospectus may also be sold to non-U.S. persons outside the U.S. in accordance with Regulation S under the Securities Act rather than under this prospectus. The shares may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states the shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification is available and complied with.

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LEGAL MATTERS

Alternate Sections for Selling Stockholders Resale Prospectus - 12

Shares

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Common Stock

P ROSPECTUS

, 2014

Alternate Page for Selling Stockholders Resale Prospectus - back cover

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than the underwriting discounts and commissions, payable in connection with the sale of common stock being registered. All amounts shown are estimates, except the U.S. Securities and Exchange Commission registration fee and the Financial Industry Regulatory Authority filing fee.


Description	Amount
U.S. Securities and Exchange Commission registration fee	$	13,138
Financial Industry Regulatory Authority filing fee
New York Stock Exchange listing fee			*
Accounting fees and expenses			*
Legal fees and expenses			*
Transfer agent and registrar fees and expenses			*
Blue Sky fees and expenses			*
Printing expenses			*
Miscellaneous			*

Total	$		*

*	To be provided by amendment.

Item 14.

Indemnification of Directors and Officers.

General Corporation Law of the State of Delaware . Under Section 145 of the DGCL, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or other such court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 of the DGCL is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or current director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute.

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Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director derived an improper personal benefit. Our certificate of incorporation (which we refer to as our “charter”) provides for such limitation of liability.

Our Charter and Bylaws . Each of Article EIGHTH of our charter, and Article VI of our bylaws (which we refer to as our “bylaws”), provides that we shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any person (which we refer to as a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (which we refer to as a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the foregoing, subject to certain exceptions, we will be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by our board of directors. We may, by action of our board of directors, provide indemnification to such employees and agents of the Company to such extent and to such effect as our board of directors shall determine to be appropriate and authorized by Delaware law.

Indemnification Agreements . In addition to the provisions of our charter and bylaws described above, we have entered into an indemnification agreement with each of our officers and directors. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Insurance . We maintain standard policies of insurance that provide coverage (i) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (ii) to us with respect to indemnification payments that we may make to such directors and officers.

Item 15.

Recent Sales of Unregistered Securities.

Our predecessor entity was formed as a Colorado limited liability company in August 2002, and we converted into a Delaware corporation pursuant to the General Corporation Law of the State of Delaware on April 30, 2013 (which we refer to as the “conversion”). Immediately prior to the conversion, each of DARO Ventures LLC and DARO Ventures II LLC held 50% of the membership interests in our predecessor entity. Upon the conversion, all of the membership interests in our predecessor entity (owned by DARO Ventures LLC and DARO Ventures II LLC) were converted into an aggregate of 5,000,000 shares of our common stock. Each of Dale Francescon and Robert Francescon, our Co-Chief Executive Officers, own 50% of, and co-manage, each of DARO Ventures LLC and DARO Ventures II LLC.

On May 7, 2013, we completed an offering of 12,075,000 shares of our common stock at an offering price of $20.00 per share. Some of the shares of common stock offered by us were reoffered by FBR Capital Markets & Co., as the initial purchaser, to “qualified institutional buyers,” as defined in Rule 144A under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), in reliance on Rule 144A under the Securities Act, or to certain persons outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. The remainder of the shares of common stock offered by us were offered and sold pursuant to a private placement, subject to various conditions, directly to “accredited investors,” as defined in Rule 501 under the

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Securities Act, with FBR Capital Markets & Co. acting as placement agent, pursuant to the exemption from registration provided in Rule 506 of Regulation D under the Securities Act. We refer to that offering as the May 2013 private offering and private placement. We received net proceeds from the May 2013 private offering and private placement in the amount of approximately $223.8 million. The aggregate initial purchaser’s/placement agent’s discount and placement fee was $16,205,000. We believe the issuances of our common stock in the May 2013 private offering and private placement were exempt from registration pursuant to Section 4(2) of the Securities Act, or Regulation D, Rule 144A or Regulation S, under the Securities Act, based upon the representations to us or FBR Capital Markets & Co. by each investor or investor transferee that such investor or investor transferee was at the time of issuance an “accredited investor” as defined in Rule 501(a) under the Securities Act, a “qualified institutional investor” as defined in Rule 144A under the Securities Act, or a non-US person and otherwise was in compliance with the requirements for reliance on Regulation S under the Securities Act, as the case may be.

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Item 16.

Exhibits.

(a) The following exhibits are filed as part of this Registration Statement and are numbered in accordance with Item 601 of Regulation S-K:


Exhibit Number		Description

1.1*		Form of Underwriting Agreement.

3.1		Certificate of Incorporation of the Registrant, as amended.

3.2		Bylaws of the Registrant.

4.1		Specimen Common Stock Certificate of the Registrant.

5.1*		Opinion of Greenberg Traurig, LLP regarding the validity of the shares of common stock being registered.

10.1†		2013 Long-Term Incentive Plan.

10.2†		Form of Stock Option Agreement for use with the 2013 Long-Term Incentive Plan.

10.3†		Form of Restricted Stock Award Agreement for use with the 2013 Long-Term Incentive Plan.

10.4†		Form of Non-Employee Director Restricted Stock Award Agreement for use with the 2013 Long-Term Incentive Plan.

10.5†		Employment Agreement, dated as of May 7, 2013, between the Registrant and Dale Francescon.

10.6†		Employment Agreement, dated as of May 7, 2013, between the Registrant and Robert Francescon.

10.7		Form of Director and Officer Indemnification Agreement between the Registrant and each of its directors and officers.

10.8		Indemnification Agreement, dated as of May 7, 2013, among the Registrant and Dale Francescon and Robert Francescon.

10.9		Registration Rights Agreement, dated as of May 7, 2013, among the Registrant, FBR Capital Markets & Co., Daro Ventures, LLC, Daro Ventures II, LLC, Dale Francescon, and Robert Francescon.

10.10		Sublease, dated as of April 29, 2011, between Clifton Gunderson LLP and the Registrant.

10.11		Guaranty Agreement, dated as of November 30, 2011, between the Registrant and Commerce Bank.

10.12		Amended and Restated Loan Agreement (Revolving Line of Credit with Construction Loan Facility, Lot Loan Facility, and Letter of Credit Facility), dated March 22, 2012, between the Registrant, Beacon Pointe, LLC, The Overlook at Tallyn’s Reach, LLC, The Wheatlands, LLC, Red Rocks Pointe, LLC, Belvedere at Ridgegate, LLC, Enclave at Boyd Ponds, LLC, The Vistas at Nor’Wood, LLC, Bradburn Village Homes, LLC, Barrington Heights, LLC, The Veranda, LLC, Lincoln Park at Ridgegate, LLC, Central Park Rowhomes, LLC, Shoenberg Farms, LLC, Montecito at Ridgegate, LLC, and Waterside at Highland Park, LLC, and Vectra Bank Colorado, National Association, as amended.

10.13		Promissory Note, dated April 19, 2013, between Rutherford Investments, LLC and the Registrant.

10.14		Assignment of Interest in Regency at Ridgegate, LLC, dated as of September 9, 2012, from the Registrant to Daro Ventures III, LLC.

10.15		Assignment of Interest in Arcadia Holdings at CC Highlands One, LLC, dated as of December 31, 2012, from Daro Ventures, LLC and Daro Ventures II, LLC to the Registrant.

10.16		Assignment of Interest in Arcadia Holdings at CC Highlands Two, LLC, dated as of December 31, 2012, from Daro Ventures, LLC and Daro Ventures II, LLC to the Registrant.

II-4


Exhibit Number		Description

10.17		Assignment of Interest in Waterside at Highland Park, LLC, dated as of December 31, 2012, from the Registrant to Dale and Robert Francescon.

10.18		Assignment of Interest in Waterside at Highland Park, LLC, dated as of March 1, 2013, from Daro Ventures, LLC and Daro Ventures II, LLC to the Registrant.

10.19		Contract for Purchase and Sale of Vacant Land, dated as of March 1, 2013, between Arcadia Holdings at Vista Ridge, LLC and the Registrant.

10.20		Contract for Purchase and Sale of Vacant Land, dated as of March 1, 2013, between Arista Investors Colorado, LLC and the Registrant.

10.21		Contract for Purchase and Sale of Vacant Land, dated as of March 1, 2013, between High Pointe, Inc. and the Registrant.

10.22		Contract for Purchase and Sale of Vacant Land, dated as of March 1, 2013, between High Pointe, Inc. and Venue at Arista, LLC.

14.1		Code of Business Conduct and Ethics.

16.1		Letter from BKD, LLP.

21.1*		Subsidiaries of the Registrant.

23.1		Consent of Ernst & Young, LLP.

23.2		Consent of BKD, LLP.

23.3		Consent of BDO USA, LLP.

23.4		Consent of John Burns Real Estate Consulting, LLC.

23.5*		Consent of Greenberg Traurig, LLP (included within the opinion filed as Exhibit 5.1).

24.1		Powers of Attorney (included on page II-8).

*	To be provided by amendment.

†	Management contract or compensatory plan or arrangement.

(b) Financial Statement Schedules:

See our Consolidated Financial Statements starting on page F-1. All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required, are inapplicable or the information is included in the consolidated financial statements, and have therefore been omitted.

Item 17.

Undertakings.

(a) The undersigned registrant (which we refer to as the “Registrant”) hereby undertakes

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the

II-5

changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)

That, for the purpose of determining liability of the Registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities: The Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

(iv)

Any other communication that is an offer in the offering made by the Registrant to the purchaser.

(b) The undersigned registrant hereby further undertakes to provide to the underwriters at the closing date specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such

II-6

indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The Registrant hereby further undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on May 2, 2014.


C ENTURY C OMMUNITIES , I NC .

By:		/s/ Dale Francescon
		Dale Francescon Chairman of the Board of Directors and Co-Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dale Francescon and Robert J. Francescon, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment thereto to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Dale Francescon	Chairman of the Board of Directors and Co-Chief Executive Officer (Principal Executive Officer)	May 2, 2014
Dale Francescon

/s/ David L. Messenger	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2014
David L. Messenger

/s/ Robert J. Francescon	Co-Chief Executive Officer and Director	May 2, 2014
Robert J. Francescon

/s/ James M. Lippman	Director	May 2, 2014
James M. Lippman

/s/ William F. Owens	Director	May 2, 2014
William F. Owens

/s/ Keith R. Guericke	Director	May 2, 2014
Keith R. Guericke

II-8

EXHIBIT INDEX


Exhibit Number		Description

1.1*		Form of Underwriting Agreement.

3.1		Certificate of Incorporation of the Registrant, as amended.

3.2		Bylaws of the Registrant.

4.1		Specimen Common Stock Certificate of the Registrant.

5.1*		Opinion of Greenberg Traurig, LLP regarding the validity of the shares of common stock being registered.

10.1†		2013 Long-Term Incentive Plan.

10.2†		Form of Stock Option Agreement for use with the 2013 Long-Term Incentive Plan.

10.3†		Form of Restricted Stock Award Agreement for use with the 2013 Long-Term Incentive Plan.

10.4†		Form of Non-Employee Director Restricted Stock Award Agreement for use with the 2013 Long-Term Incentive Plan.

10.5†		Employment Agreement, dated as of May 7, 2013, between the Registrant and Dale Francescon.

10.6†		Employment Agreement, dated as of May 7, 2013, between the Registrant and Robert Francescon.

10.7		Form of Director and Officer Indemnification Agreement between the Registrant and each of its directors and officers.

10.8		Indemnification Agreement, dated as of May 7, 2013, among the Registrant and Dale Francescon and Robert Francescon.

10.9		Registration Rights Agreement, dated as of May 7, 2013, among the Registrant, FBR Capital Markets & Co., Daro Ventures, LLC, Daro Ventures II, LLC, Dale Francescon, and Robert Francescon.

10.10		Sublease, dated as of April 29, 2011, between Clifton Gunderson LLP and the Registrant.

10.11		Guaranty Agreement, dated as of November 30, 2011, between the Registrant and Commerce Bank.

10.12		Amended and Restated Loan Agreement (Revolving Line of Credit with Construction Loan Facility, Lot Loan Facility, and Letter of Credit Facility), dated March 22, 2012, between the Registrant, Beacon Pointe, LLC, The Overlook at Tallyn’s Reach, LLC, The Wheatlands, LLC, Red Rocks Pointe, LLC, Belvedere at Ridgegate, LLC, Enclave at Boyd Ponds, LLC, The Vistas at Nor’Wood, LLC, Bradburn Village Homes, LLC, Barrington Heights, LLC, The Veranda, LLC, Lincoln Park at Ridgegate, LLC, Central Park Rowhomes, LLC, Shoenberg Farms, LLC, Montecito at Ridgegate, LLC, and Waterside at Highland Park, LLC, and Vectra Bank Colorado, National Association, as amended.

10.13		Promissory Note, dated April 19, 2013, between Rutherford Investments, LLC and the Registrant.

10.14		Assignment of Interest in Regency at Ridgegate, LLC, dated as of September 9, 2012, from the Registrant to Daro Ventures III, LLC.

10.15		Assignment of Interest in Arcadia Holdings at CC Highlands One, LLC, dated as of December 31, 2012, from Daro Ventures, LLC and Daro Ventures II, LLC to the Registrant.

10.16		Assignment of Interest in Arcadia Holdings at CC Highlands Two, LLC, dated as of December 31, 2012, from Daro Ventures, LLC and Daro Ventures II, LLC to the Registrant.

10.17		Assignment of Interest in Waterside at Highland Park, LLC, dated as of December 31, 2012, from the Registrant to Dale and Robert Francescon.


Exhibit Number		Description

10.18		Assignment of Interest in Waterside at Highland Park, LLC, dated as of March 1, 2013, from Daro Ventures, LLC and Daro Ventures II, LLC to the Registrant.

10.19		Contract for Purchase and Sale of Vacant Land, dated as of March 1, 2013, between Arcadia Holdings at Vista Ridge, LLC and the Registrant.

10.20		Contract for Purchase and Sale of Vacant Land, dated as of March 1, 2013, between Arista Investors Colorado, LLC and the Registrant.

10.21		Contract for Purchase and Sale of Vacant Land, dated as of March 1, 2013, between High Pointe, Inc. and the Registrant.

10.22		Contract for Purchase and Sale of Vacant Land, dated as of March 1, 2013, between High Pointe, Inc. and Venue at Arista, LLC.

14.1		Code of Business Conduct and Ethics.

16.1		Letter from BKD, LLP.

21.1*		Subsidiaries of the Registrant.

23.1		Consent of Ernst & Young, LLP.

23.2		Consent of BKD, LLP.

23.3		Consent of BDO USA, LLP.

23.4		Consent of John Burns Real Estate Consulting, LLC.

23.5*		Consent of Greenberg Traurig, LLP (included within the opinion filed as Exhibit 5.1).

24.1		Powers of Attorney (included on page II-8).

*	To be provided by amendment.

†	Management contract or compensatory plan or arrangement.

Exhibit 3.1


		Delaware		PAGE 2
		The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF CERTIFICATE OF INCORPORATION OF “CENTURY COMMUNITIES, INC.” FILED IN THIS OFFICE ON THE THIRTIETH DAY OF APRIL, A.D. 2013, AT 9:08 O’CLOCK A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:08 AM 04/30/2013

FILED 09:08 AM 04/30/2013

SRV 130499807 – 5325891 FILE

CERTIFICATE OF INCORPORATION

CENTURY COMMUNITIES, INC.

I, the undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do execute this certificate of incorporation and do hereby certify as follows:

FIRST. The name of the corporation is Century Communities. Inc.

SECOND. The address of the corporation’s registered office in the State of Delaware is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901. The name of its registered agent at such address is National Corporate Research, Ltd.

THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware

FOURTH. Capital Stock . The total number of shares of all classes of capital stock which the corporation shall have authority to issue is 150,000,000 shares, divided into: (i) 100,000,000 shares, par value $0.01 per share, of common stock (the “ Common Stock ”); and (ii) 50,000,000 shares, par value $0.01 per share, of preferred stock (the “ Preferred Stock ”).

(a) Common Stock .

(1) Dividends . Subject to applicable law and the rights, if any, of the holders of any series of Preferred Stock then outstanding, dividends may be declared and paid on the Common Stock at such times and in such amounts as the Board of Directors of the corporation in its discretion shall determine.

(2) Voting Rights . Except as may otherwise be provided in the certificate of incorporation of the corporation (including any certificate filed with the Secretary of State of the State of Delaware establishing the terms of a series of Preferred Stock) or by applicable law, each holder of Common Stock, as such, shall be entitled to one (1) vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote, and no holder of any series of Preferred Stock, as such, shall be entitled to any voting powers in respect thereof.

(3) Liquidation Rights . Subject to applicable law and the rights, if any, of the holders of any series of Preferred Stock then outstanding, in the event of any liquidation, dissolution or winding up of the corporation, the holders of the Common Stock shall be entitled to receive the assets of the corporation available for distribution to its stockholders ratably in proportion to the number of shares of Common Stock held by them. A merger or consolidation of the corporation with or into any oilier corporation or other entity, or a sale or conveyance of all or any part of the assets of the corporation (which shall not in fact result in the liquidation of the corporation and the distribution of

assets to its stockholders) shall not be deemed to be a voluntary or involuntary liquidation or dissolution or winding up of the corporation within the meaning of this Paragraph (a)(3).

(b) Preferred Stock . The Board of Directors of the corporation is hereby expressly authorized, by resolution or resolutions thereof, to provide out of the unissued shares of Preferred Stock for one or more series of Preferred Stock, and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the powers (including voting powers), if any, of the shares of such series and the preferences and relative, participating, optional, special or other rights, if any, and any qualifications, limitations or restrictions of the shares of such series. The designations, powers, preferences and relative, participating, optional, special and other rights of each series of Preferred Stock, if any, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series of Preferred Stock at any time outstanding. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of all of the then outstanding shares of capital stock of the corporation entitled to vote irrespective of Section 242(b)(2) of the General Corporation Law of the State of Delaware, without the separate vote of the holders of the Preferred Stock as a class.

FIFTH. The incorporator of the corporation is Kathryn E. Caterina, whose mailing address is c/o Greenberg Traurig, LLP, 1840 Century Park Hast, Suite 1900, Los Angeles, California 90067-2121.

SIXTH. Board of Directors .

(a) Management . The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation.

(b) Removal of Directors . Except for such additional directors, if any, as are elected by the holders of any outstanding series of Preferred Stock as provided for or fixed pursuant to the provisions of Article FOURTH hereof and except with respect to the removal of directors at a Special Election Meeting (as defined in the bylaws of the corporation (hereinafter, a “ Special Election Meeting ”)), any director or the entire Board of Directors of the corporation may be removed solely by the affirmative vote of the holders of at least 66 2/3% of the voting power of all the then outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.

(c) Vacancies and Newly-Created Directorships . Subject to the rights, if any, of the holders of any outstanding series of Preferred Stock as provided for or fixed pursuant to the provisions of Article FOURTH hereof and the right of stockholders to elect directors to fill vacancies on the Board of Directors of the corporation in connection with a Special Election Meeting, newly created directorships resulting from an increase in the authorized number of directors or any vacancies on the Board of Directors of the corporation resulting from death, resignation, retirement, disqualification, removal or other cause shall be filled solely and exclusively by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors of the corporation. Any director so chosen

- 2 -

shall hold office until the next election of directors and until his or her successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director.

(d) Automatic Increase/Decrease in Authorized Directors . During any period when the holders of any outstanding series of Preferred Stock as provided for or fixed pursuant to the provisions of Article FOURTH hereof have the right to elect one or more additional directors, then upon commencement of, and for the duration of, the period during which such right continues: (i) the then otherwise total authorized number of directors of the corporation shall automatically be increased by such specified number of directors, and the holders of such outstanding series of Preferred Stock shall be entitled to elect the additional director or directors so provided or fixed pursuant to said provisions of Article FOURTH hereof, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected or qualified, or until such director’s right to hold such office terminates pursuant to said provisions of Article FOURTH hereof, whichever occurs earlier, subject to such director’s earlier death, resignation, retirement, disqualification or removal. Except as otherwise provided by the Board of Directors of the corporation in the resolution or resolutions establishing such series of Preferred Stock pursuant to the provisions of Article FOURTH hereof, whenever the holders of any outstanding series of Preferred Stock having the right to elect one or more additional directors arc divested of such right pursuant to the provisions of such stock, the term of office of each such additional director elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, retirement, disqualification or removal of each such additional director, shall forthwith terminate and the total authorized number of directors of the corporation shall automatically be decreased by such specified number of directors.

(e) No Written Ballot . Unless and except to the extent that the bylaws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.

(f) Amendment of Bylaws . In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the corporation is expressly authorized to make, alter, amend and repeal the bylaws of the corporation, subject to the power of the stockholders of the corporation to alter, amend or repeal any bylaw whether adopted by them or otherwise. Any bylaw that is to be made, altered, amended or repealed by the stockholders of the corporation shall receive the affirmative vote of the holders of at least 66 2/3% of the voting power of all the then outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.

(g) Meetings of Stockholders . Subject to the rights, if any, of the holders of any outstanding series of Preferred Stock as provided for or fixed pursuant to the provisions of Article FOURTH hereof, special meetings of stockholders for any purpose or purposes may be called at any time by (i) the Board of Directors of the corporation, (ii) the Chairperson of the Hoard of Directors, (iii) (he Chief Executive Officer of the corporation, or (iv) the President of the corporation, but such special meetings of stockholders may not be called by any other person or persons.

-3-

SEVENTH. Except as may otherwise be provided for or fixed pursuant to the provisions of Article FOURTH of this certificate of incorporation relating to the rights of the holders of any outstanding series of Preferred Stock, no action that is required or permitted to be taken by the stockholders of the corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting of stockholders.

EIGHTH. Indemnification and Advancement of Expenses .

(a) Right to Indemnification . The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “ Covered Person ”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ proceeding ”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Paragraph (c) of this Article EIGHTH, the corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Hoard of Directors of the corporation.

(b) Prepayment of Expenses . The corporation shall, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided , however , that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by or on behalf of the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article EIGHTH or otherwise.

(c) Claims . If a claim for indemnification (following the final disposition of a proceeding) under this Article EIGHTH is not paid in full within thirty (30) days after a written claim therefor by the Covered Person has been received by the corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

(d) Nonexclusivity of Rights . The rights conferred on any Covered Person by this Article EIGHTH shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of this certificate of incorporation, the bylaws of the corporation, agreement, vole of stockholders or disinterested directors or otherwise.

-4-

(e) Other Sources . The corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person collects as indemnification or advancement of expenses from such other corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity.

(f) Amendment or Repeal . Any repeal, amendment or modification of the foregoing provisions of this Article EIGHTH shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal, amendment or modification.

(g) Other Indemnification and Prepayment of Expenses . This Article EIGHTH shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

NINTH. Notwithstanding anything contained in this certificate of incorporation to the contrary, the affirmative vote of the holders of at least 66 2/3% of the voting power of all the then outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter, repeal or adopt any new or additional provision inconsistent with Paragraphs (b) and (f) of Article SIXTH hereof. Article SEVENTH hereof, Article EIGHTH hereof, this Article NINTH and Article TENTH hereof.

TENTH. A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

ELEVENTH: The corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this certificate of incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this certificate of incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article ELEVENTH.

[Signature Page Follows]

-5-

The undersigned incorporator hereby acknowledges that the foregoing certificate of incorporation is his act and deed on this the 30 ^th day of April, 2013.

/s/ Kathryn E. Caterina

Kathryn E. Caterina

Incorporator

-6-

Exhibit 3.1


		Delaware		PAGE 1
		The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CENTURY COMMUNITIES, INC.”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF APRIL, A.D. 2013, AT 11 O’CLOCK A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.

State of Delaware

Secretary of State

Division or Corporations

Delivered 11:03 AM 04/30/2013

FILED 11:00 AM 04/30/2013

SRV 130500771 – 5325891 FILE

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

CENTURY COMMUNITIES, INC.

Pursuant to Section 242

of the General Corporation Law of

the State of Delaware

Century Communities, Inc. (hereinafter called the “ Corporation ”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

1. The certificate of incorporation of the Corporation is hereby amended by adding the following Article TWELFTH immediately following the text of current Article ELEVENTH of the certificate of incorporation of the Corporation:

“TWELFTH: The corporation expressly elects to be governed by Section 203 of the General Corporation Law of the State of Delaware.”

2. The foregoing amendment was duly adopted in accordance with the provisions of Sections 242 and 228 (by written consent of the stockholders of the Corporation) of the General Corporation Law of the State of Delaware.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed and acknowledged this 30th day of April, 2013.


CENTURY COMMUNITIES, INC.

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

- 2 -

Exhibit 3.2

BYLAWS

CENTURY COMMUNITIES, INC.

ARTICLE I

Meetings of Stockholders

Section 1.1 Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

Section 1.2 Special Meetings . Subject to the rights, if any, of the holders of any outstanding series of Preferred Stock as provided for or fixed pursuant to the provisions of Article FOURTH of the certificate of incorporation, special meetings of stockholders for any purpose or purposes may be called at any time by (i) the Board of Directors of the corporation (the Board of Directors ”), (ii) the Chairperson of the Board of Directors, (iii) the Chief Executive Officer, or (iv) the President, but such special meetings of stockholders may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Unless (i) a registration statement registering the resale of “Registrable Shares” (as defined in the Registration Rights Agreement made and entered into between the corporation and FBR Capital Markets & Co. (the “ Registration Rights Agreement ”)) has been declared effective by The Securities and Exchange Commission, and (ii) such Registrable Shares have been listed for trading on a national securities exchange, on or before June 30, 2014, then, notwithstanding the foregoing, the Chief Executive Officer or the President shall call a special meeting of stockholders solely for the purposes of (i) considering and voting upon the removal of each then-serving member of the Board of Directors, and (ii) electing such number of directors as there are then vacancies on the Board of Directors (including any vacancies created by the removal of any director as aforesaid), to be held not more than thirty (30) days after June 30, 2014 (such meeting, the “ Special Election Meeting ”).

Section 1.3 Notice of Meetings . Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the record date for determining stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these bylaws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on

the records of the corporation. Notwithstanding the foregoing, notice of the Special Election Meeting shall be given no less than fifteen (15) nor more than twenty-five (25) days before the date of the Special Election Meeting and shall include the name of each nominee for election as director to be considered by the stockholders at such Special Election Meeting.

Section 1.4 Adjournments . Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 1.8 of these bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 1.5 Quorum . Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by a majority in voting power thereof, adjourn the meeting from time to time in the manner provided in Section 1.4 of these bylaws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation or any subsidiary of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6 Organization . Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in his or her absence by the Chief Executive Officer, or in his or her absence by the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board of Directors, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7 Voting; Proxies . Except as otherwise provided by or pursuant to the provisions of the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it

is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, unless otherwise provided by the certificate of incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the corporation, or applicable law or pursuant to any regulation applicable to the corporation or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the corporation which are present in person or by proxy and entitled to vote thereon.

Section 1.8 Fixing Date for Determination of Stockholders of Record . In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, or, to the extent permitted by the certificate of incorporation, to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (1) in the case of determination of stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting and, unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for determining the stockholders entitled to vote at such meeting, the record date for determining the stockholders entitled to notice of such meeting shall also be the record date for determining the stockholders entitled to vote at such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, to the extent permitted by the certificate of incorporation, shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, to the extent permitted by the certificate of incorporation, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided , however , that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting, and in such case shall

also fix as the record date for the stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 1.8 at the adjourned meeting.

Section 1.9 List of Stockholders Entitled to Vote . The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided , however , if the record date for determining the stockholders entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth (10 ^th ) day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the corporation. The list of stockholders must also be open to examination at the meeting as required by applicable law. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1.9 or to vote in person or by proxy at any meeting of stockholders.

Section 1.10 Action By Written Consent of Stockholders . Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.

Section 1.11 Inspectors of Election . The corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the

corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by applicable law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Section 1.12 Conduct of Meetings . The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person at the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and, if such presiding person should so determine, such presiding person shall so declare to the meeting, and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 1.13 Notice of Stockholder Business and Nominations.

(A) Annual Meetings of Stockholders. (1) Nominations of one or more individuals for election to the Board of Directors (each, a “ Nomination ” and more than one, “ Nominations ”) and the proposal of business other than Nominations to be considered by the stockholders (“ Business ”) may be made at an annual meetings of stockholders only (a) pursuant to the corporation’s notice of meeting (or any supplement thereto), provided , however, that reference in the corporation’s notice of meeting to the election of directors or the election of the members of Board of Directors shall not include or be deemed to include Nominations, (b) by or at the direction of the Board of Directors or (c) by an stockholder of the corporation who was a

stockholder of record of the corporation at the time the notice provided for in this Section 1.13 is delivered to the Secretary, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 1.13.

(2) For Nominations or Business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 1.13, the stockholder must have given timely notice thereof in writing to the Secretary and any proposed Business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting ( provided , however , that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later on the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting of stockholders of the corporation commence a new time period (or extend any time period) for the giving of a stockholder’s notice as describe above. Such stockholder’s notice shall set forth: (a) as to each Nomination to be made by such stockholder, (i) all information relating to the individual subject to such the Nomination that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), without regard to the application of the Exchange Act to either the Nomination or the corporation, and (ii) such individual’s written consent to being named in a proxy statement as a nominee and to serving as director if elected; (b) as to the Business proposed by such stockholder, a brief description of the Business, the text of the proposed Business (including the text of any resolutions proposed for consideration and in the event that such Business includes a proposal to amend the by-laws of the corporation, the language of the proposed amendment), the reasons for conducting such Business at the meeting and any material interest in such Business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the Nomination or Business is made (i) the name and address of such stockholder, as they appear on the corporation’s books, and such beneficial owner, (ii) the class, series and number of shares of capital stock of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the meeting to propose such Nomination or Business, and (iv) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver by proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the Business or elect the nominee subject to the Nomination and/or (b) otherwise to solicit proxies from stockholders of the corporation in support of such Nomination or Business; provided , however , that if the Business is otherwise subject to Rule 14a-8 (or any successor

thereto) promulgated under the Exchange Act (“ Rule 14a-8 ”), the foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the corporation of his, her or its intention to present such Business at an annual meeting of stockholders of the corporation in compliance with Rule 14a-8, and such Business has been included in a proxy statement that has been prepared by the corporation to solicit proxies for such annual meeting of stockholders. The corporation may require any individual subject to such Nomination to furnish such other information as it may reasonably require to determine the eligibility of such individual subject to such Nomination to serve as a director of the corporation.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 1.13 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation at an annual meeting is increased and there is no public announcement by the corporation naming the nominees for election to the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 1.13 shall also be considered timely, but only with respect to nominees for election to the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the corporation.

(B) Special Meetings of Stockholders. Only such Business shall be conducted at a special meeting of stockholders of the corporation as shall have been brought before the meeting pursuant to the corporation’s notice of meeting; provided , however , that reference therein to the election of directors or the election of members of the Board of Directors shall not include or be deemed to include Nominations. Nominations may be made at a special meeting of stockholders of the corporation at which directors are to be elected pursuant to the corporation’s notice of meeting as aforesaid (1) by or at the direction of the Board of Directors or (2) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the corporation who is a stockholder of record at the time the notice provided for in this Section 1.13 is delivered to the Secretary, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 1.13. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such elections of directors may make Nominations of one or more individuals (as the case may be) for election to such position(s) as specified in the corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Section 1.13 shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of such special meeting and of the nominees proposed by the Board of Directors to be elected as such special meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting of stockholders of the corporation commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(C) General. (1) Only individuals subject to a Nomination made in compliance with the procedures set forth in this Section 1.13 shall be eligible for election at an

annual or special meeting of stockholders of the corporation, and only such business shall be conducted at an annual or special meeting of stockholders of the corporation as shall have been brought before such meeting in accordance with the procedures set forth in this Section 1.13. Except as otherwise provided by law, the person presiding over the meeting shall have the power and duty (a) to determine whether a Nomination or any Business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.13 and (b) if any proposed Nomination or Business shall be disregarded or that such Nomination or Business shall not be considered or transacted. Notwithstanding the foregoing provisions of this Section 1.13, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the corporation to present a Nomination or Business, such Nomination or Business shall be disregarded and such Nomination or Business shall not be considered or transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation.

(2) For purposed of this Section 1.13, “ public announcement ” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14, and 15(d) of the Exchange Act (or any successor thereto).

(3) Nothing in this Section 1.13 shall be deemed to affect any (a) rights or obligations, if any, of stockholders with respect to inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 (to the extent the corporation or such proposals are subject to Rule 14a-8) or (b) rights, if any, of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the certificate of incorporation of the corporation.

(4) Nothing in this Section 1.13 shall be deemed to affect any rights or obligations, if any, of stockholders with respect to the making of nominations for the election of directors at the Special Election Meeting pursuant to the Registration Rights Agreement.

ARTICLE II

Board of Directors

Section 2.1 Number; Qualifications . The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

Section 2.2 Election; Resignation; Vacancies; Removal . The Board of Directors shall initially consist of the persons named as directors in the certificate of incorporation or elected by the incorporator of the corporation, and each director so elected shall hold office until the first annual meeting of stockholders and until his or her successor is duly elected and qualified. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Any director may resign at any time upon notice to the corporation. Subject to the

rights, if any, of the holders of any outstanding series of Preferred Stock as provided for or fixed pursuant to the provisions of Article FOURTH of the certificate of incorporation and the right of stockholders to elect directors to fill vacancies on the Board of Directors in connection with a Special Election Meeting, newly created directorships resulting from an increase in the authorized number of directors or any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal or other cause shall be filled solely and exclusively by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director. Except for such additional directors, if any, as are elected by the holders of any outstanding series of Preferred Stock as provided for or fixed pursuant to the provisions of Article FOURTH of the certificate of incorporation and except with respect to the removal of directors at a Special Election Meeting, any director or the entire Board of Directors of the corporation may be removed solely by the affirmative vote of the holders of at least 66 2/3% of the voting power of all the then outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 2.3 Regular Meetings . Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine.

Section 2.4 Special Meetings . Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chief Executive Officer, President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four (24) hours before the special meeting.

Section 2.5 Telephonic Meetings Permitted . Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting.

Section 2.6 Quorum; Vote Required for Action . At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.7 Organization . Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in his or her absence by the Chief Executive Officer, or in his or her absence by the President, or in their absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8 Action by Unanimous Consent of Directors . Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the board or committee in accordance with applicable law.

ARTICLE III

Committees

Section 3.1 Committees . The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors or these bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.

Section 3.2 Committee Rules . Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these bylaws.

ARTICLE IV

Officers

Section 4.1 Executive Officers; Election; Qualifications; Term of Office, Resignation; Removal; Vacancies . The Board of Directors shall elect a Chief Executive Officer, President and Secretary, and it may, if it so determines, choose a Chairperson of the Board and a Vice Chairperson of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as it shall from time to time deem necessary or desirable. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

Section 4.2 Powers and Duties of Executive Officers . The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 4.3 Appointing Attorneys and Agents; Voting Securities of Other Entities . Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board, the Chief Executive Officer, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the corporation, for, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed for, in the name and on behalf of the corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.3 which may be delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board, the Chief Executive Officer, the President or any Vice President.

ARTICLE V

Stock

Section 5.1 Certificates . Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the corporation by the Chairperson or Vice Chairperson of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number of shares owned by such holder in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue. The corporation shall not have the power to issue a certificate in bearer form.

Section 5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates . The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI

Indemnification

Section 6.1 Right to Indemnification . The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “ Covered Person ”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ proceeding ”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 6.3, the corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors.

Section 6.2 Prepayment of Expenses . The corporation shall to the fullest extent not prohibited by applicable law, as it presently exists or may hereafter be amended, pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided , however , that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VI or otherwise.

Section 6.3 Claims . If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Article VI is not paid in full within thirty (30) days after a written claim therefor by the Covered Person has been received by the corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 6.4 Nonexclusivity of Rights . The rights conferred on any Covered Person by this Article VI shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 6.5 Other Sources . The corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person collects as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

Section 6.6 Amendment or Repeal . Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

Section 6.7 Other Indemnification and Prepayment of Expenses . This Article VI shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE VII

Miscellaneous

Section 7.1 Fiscal Year . The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 7.2 Seal . The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

Section 7.3 Manner of Notice . Except as otherwise provided herein or permitted by applicable law, notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice to directors may be given by telecopier, telephone or other means of electronic transmission.

Section 7.4 Waiver of Notice of Meetings of Stockholders, Directors and Committees . Any waiver of notice, given by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in a waiver of notice.

Section 7.5 Form of Records . Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

Section 7.6 Amendment of Bylaws . These bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise. Any bylaw that is to be made, altered, amended or repealed by the stockholders of the corporation shall receive the affirmative vote of the holders of at least 66 2/3% of the voting power of all the then outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.

Exhibit 4.1

LOGO

COMMON STOCK CUSIP XXXXXX XX X PAR VALUE $0.01 PER SHARE CENTURY COMMUNITIES CERTIFICATE NUMBER SHARES Century Communities, Inc. Incorporated Under the Laws of the State of Delaware on April 30, 2013 THIS CERTIFIES THAT is the registered holder of FULLY-PAID AND NGN-ASSESSABLE SHARES OF COMMON STOCK OF CENTURY COMMUNITIES, INC. (the “Corporation”), transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed or assigned. This Certificate and the shares represented hereby are issued and shall be held subject to the provisions of the Certificate of Incorporation and the Bylaws of the Corporation and any amendments thereto, a copy of each is on file at the office of the Corporation and made a part hereof as fully as though the provisions of said Certificate of Incorporation and Bylaws were imprinted in full on this certificate, to all of which the holder of this Certificate, by acceptance hereof, assents and agrees to be bound. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this day of, 20. Countersigned and Registered: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as the transfer agent and registrar. President By: AUTHORIZED SIGNATURE Secretary

LOGO

The following abbreviations, when used in the inscription on the face of this certificate shall be construed as though they were written out in full according to the applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian (Cust) (Minor) TENENT - as tenants by the entireties under Uniform Gifts to Minors Act , (State) JT TEN - as joint tenants with right UNIF TRF MIN ACT Custodian (until age ‘ ) of survivor and not as (Cust) tenants in common V under Uniform Transfers to Minors Act (Minor) (State) Additional abbreviations may also be used though not in the above list. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE CORPORATION AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE CORPORATION, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE CORPORATION AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE CORPORATION A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE For value received, hereby sell, assign and transfer unto (PLEASE PRINT OR TYPEWRITE NAME~AND 7 ZIP CODE, OF ASSIGNEE) Shares of the common stock represented by the within certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Signature(s) Guaranteed: Medallion Guarantee Stamp Signature: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE Signature - GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.

Exhibit 10.1

CENTURY COMMUNITIES, INC.

2013 LONG-TERM INCENTIVE PLAN

I. INTRODUCTION

1.1 Purposes . The purposes of the Century Communities, Inc. 2013 Long-Term Incentive Plan (this “ Plan ”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining directors, officers, employees and other service providers and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders.

1.2 Certain Definitions .

“ Agreement ” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.

“ Board ” shall mean the Board of Directors of the Company.

“ Bonus Stock ” shall mean shares of Common Stock which are not subject to a Restriction Period or Performance Measures.

“ Bonus Stock Award ” shall mean an award of Bonus Stock under this Plan.

“ Change in Control ” shall have the meaning set forth in Section 5.8(b).

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Committee ” shall mean the Committee designated by the Board, consisting of two or more members of the Board, each of whom may be (i) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act, (ii) an “outside director” within the meaning of Section 162(m) of the Code and (iii) “independent” within the meaning of the rules of the New York Stock Exchange or any other stock exchange on which the shares of Common Stock have been listed by the Company.

“ Common Stock ” shall mean the common stock, par value $0.01 per share, of the Company, and all rights appurtenant thereto.

“ Company ” shall mean Century Communities, Inc., a Delaware corporation, or any successor thereto.

“ Consultant ” means any consultant or advisor who is a natural person and who provides services to the Company or any Subsidiary, so long as that person (i) renders bona fide services that are not in connection with the offer and sale of the Company’s securities in a capital raising transaction, (ii) does not directly or indirectly promote or maintain a market for the Company’s securities, and (iii) otherwise qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of securities on a Form S-8 registration statement (or any successor thereto).

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Fair Market Value ” shall mean the closing transaction price of a share of Common Stock as reported on The New York Stock Exchange on the date as of which such value is being determined or, if the Common Stock is not listed on The New York Stock Exchange, the closing transaction price of a share of Common Stock on the principal national stock exchange on which the Common Stock is traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided , however , that if the Common Stock is not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate and in compliance with Section 409A of the Code.

“ Free-Standing SAR ” shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock) with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised.

“ Incentive Stock Option ” shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option.

“ Initial Public Offering ” means the initial public offering of the Company registered on Form S-1 (or any successor form under the Securities Act of 1933, as amended).

“ Non-Employee Director ” shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary.

“ Nonqualified Stock Option ” shall mean an option to purchase shares of Common Stock which is not an Incentive Stock Option.

“ Performance Award ” shall mean a right to receive an amount of cash, shares of Common Stock, or a combination of both, contingent upon the attainment of specified Performance Measures within a specified Performance Period.

“ Performance Measures ” shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the vesting of the holder’s interest, in the case of a Restricted Stock Award, of the shares of Common Stock subject to such award, or, in the case of a Restricted Stock Unit Award or Performance Award, to the holder’s receipt of the shares of Common Stock subject to such award or of payment with respect to such award. Such criteria and objectives may include, without limitation, one or more of the following corporate-wide or subsidiary,

division, operating unit or individual measures, stated in either absolute terms or relative terms, such as rates of growth or improvement: the attainment by a share of Common Stock of a specified Fair Market Value for a specified period of time, earnings per share, return to stockholders (including dividends), return on assets, return on equity, earnings of the Company before or after taxes and/or interest, revenues, expenses, market share, cash flow or cost reduction goals, interest expense after taxes, return on investment, return on investment capital, return on operating costs, economic value created, operating margin, gross margin, the achievement of annual operating profit plans, net income before or after taxes, pretax earnings before interest, depreciation and/or amortization, pretax operating earnings after interest expense and before incentives, and/or extraordinary or special items, operating earnings, net cash provided by operations, and strategic business criteria, specified market penetration, cost targets, customer satisfaction or any combination of the foregoing. In the sole discretion of the Committee, the Committee may amend or adjust the Performance Measures or other terms and conditions of an outstanding award in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in law or accounting principles.

“ Performance Period ” shall mean any period designated by the Committee during which (i) the Performance Measures applicable to an award shall be measured and (ii) the conditions to vesting applicable to an award shall remain in effect.

“ Restricted Stock ” shall mean shares of Common Stock which are subject to a Restriction Period and which may, in addition thereto, be subject to the attainment of specified Performance Measures within a specified Performance Period.

“ Restricted Stock Award ” shall mean an award of Restricted Stock under this Plan.

“ Restricted Stock Unit ” shall mean a right to receive one share of Common Stock or, in lieu thereof, the Fair Market Value of such share of Common Stock in cash, which shall be contingent upon the expiration of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures within a specified Performance Period.

“ Restricted Stock Unit Award ” shall mean an award of Restricted Stock Units under this Plan.

“ Restriction Period ” shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award shall remain in effect.

“ SAR ” shall mean a stock appreciation right which may be a Free-Standing SAR or a Tandem SAR.

“ Stock Award ” shall mean a Bonus Stock Award, Restricted Stock Award or a Restricted Stock Unit Award.

“ Subsidiary ” shall mean any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity.

“ Substitute Award ” shall mean an award granted under this Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation or acquisition of property or stock; provided , however , that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an option or SAR.

“ Tandem SAR ” shall mean an SAR which is granted in tandem with, or by reference to, an option (including a Nonqualified Stock Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation of all or a portion of such option, shares of Common Stock (which may be Restricted Stock) with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of shares of Common Stock subject to such option, or portion thereof, which is surrendered.

“ Tax Date ” shall have the meaning set forth in Section 5.5.

“ Ten Percent Holder ” shall have the meaning set forth in Section 2.1(a).

1.3 Administration . This Plan shall be administered by the Committee. Any one or a combination of the following awards may be made under this Plan to eligible persons: (i) options to purchase shares of Common Stock in the form of Incentive Stock Options or Nonqualified Stock Options; (ii) SARs in the form of Tandem SARs or Free-Standing SARs; (iii) Stock Awards in the form of Bonus Stock, Restricted Stock or Restricted Stock Units; and (iv) Performance Awards. The Committee shall, subject to the terms of this Plan, select eligible persons for participation in this Plan and determine the form, amount and timing of each award to such persons and, if applicable, the number of shares of Common Stock, the number of SARs, the number of Restricted Stock Units, the dollar value subject to an award, the purchase price or base price associated with the award, the time and conditions of exercise or settlement of the award and all other terms and conditions of the award, including, without limitation, the form of the Agreement evidencing the award. The Committee may, in its sole discretion and for any reason at any time, take action such that (i) any or all outstanding options and SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction Period applicable to any outstanding Restricted Stock or Restricted Stock Units shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding Restricted Stock, Restricted Stock Units or Performance Award shall lapse and (iv) the Performance Measures (if any) applicable to any outstanding award shall be deemed to be satisfied at the target or any other level. The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof, establish rules and regulations it deems necessary or desirable for the administration of this Plan and may impose, incidental to the grant of an award, conditions with respect to the award. All such interpretations, rules, regulations and conditions shall be conclusive and binding on all parties.

The Committee may delegate some or all of its power and authority hereunder to the Board or, subject to applicable law, to the Chief Executive Officer or such other executive officer as the Committee deems appropriate; provided , however , that the Committee may not delegate its power and authority to the Chief Executive Officer or any other executive officer with regard to the selection for participation in this Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an award to such an officer, director or other person.

No member of the Board or Committee, and neither the Chief Executive Officer or any other executive officer to whom the Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith, and the members of the Board and the Committee and the Chief Executive Officer or any other executive officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s Certificate of Incorporation and/or By laws) and under any directors’ and officers’ liability insurance that may be in effect from time to time.

A majority of the Committee shall constitute a quorum. The acts of the Committee shall be either (i) acts of a majority of the members of the Committee present at any meeting at which a quorum is present or (ii) acts approved in writing by all of the members of the Committee without a meeting.

1.4 Eligibility . Participants in this Plan shall consist of such officers, Non-Employee Directors, employees and Consultants, and persons expected to become officers, Non-Employee Directors, employees and Consultants of the Company and its Subsidiaries as the Committee in its sole discretion may select from time to time. The Committee’s selection of a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this Plan at any other time. For purposes of this Plan and except as otherwise provided for in an Agreement, references to employment by the Company shall also mean employment by a Subsidiary, and references to employment shall include service as a Non-Employee Director or independent contractor. The Committee shall determine, in its sole discretion, the extent to which a participant shall be considered employed during any periods during which such participant is on an approved leave of absence.

1.5 Shares Available . Subject to adjustment as provided in Section 5.7 and to all other limits set forth in this Section 1.5, 1,050,000 shares of Common Stock shall be available for all awards under this Plan, of which no more than 630,000 shares of Common Stock in the aggregate may be issued under the Plan in connection with Incentive Stock Options and no more than 420,000 shares of Common Stock in the aggregate may be issued under the Plan as Restricted Stock. The number of shares of Common Stock available under the Plan shall be reduced by the sum of the aggregate number of shares of Common Stock which become subject to outstanding options, outstanding Free- Standing SARs, outstanding Stock Awards and outstanding Performance Awards. To the extent that shares of Common Stock subject to an

outstanding option, SAR, stock award or performance award granted under the Plan or any predecessor plan are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option cancelled upon settlement in shares of a related tandem SAR or shares subject to a tandem SAR cancelled upon exercise of a related option) or (ii) the settlement of such award in cash, then such shares of Common Stock shall again be available under this Plan.

Notwithstanding anything in this Section 1.5 to the contrary, shares of Common Stock subject to an award under this Plan may not be made available for issuance under this Plan if such shares are: (i) shares that were subject to a stock-settled SAR and were not issued upon the net settlement or net exercise of such SAR; (ii) shares delivered to or withheld by the Company to pay the purchase price or the withholding taxes related to an outstanding option or SAR; or (iii) shares repurchased on the open market with the proceeds of an option exercise. Shares delivered to or withheld by the Company to pay the withholding taxes for Stock Awards or Performance Awards shall again be available under this Plan.

The number of shares of Common Stock available for awards under this Plan shall not be reduced by (i) the number of shares of Common Stock subject to Substitute Awards or (ii) available shares under a stockholder approved plan of a company or other entity which was a party to a corporate transaction with the Company (as appropriately adjusted to reflect such corporate transaction) which become subject to awards granted under this Plan (subject to applicable stock exchange requirements).

Shares of Common Stock to be delivered under this Plan shall be made available from authorized and unissued shares of Common Stock, or authorized and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination thereof.

II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

2.1 Stock Options . The Committee may, in its discretion, grant options to purchase shares of Common Stock to such eligible persons as may be selected by the Committee; provided , however , that Incentive Stock Options shall be granted only to persons who are employees of the Company or one of its Subsidiaries that is a corporation within the meaning of Section 7701 (a)(3) of the Code, in accordance with Section 422 of the Code. Each option, or portion thereof, that is not an Incentive Stock Option, shall be a Nonqualified Stock Option. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with respect to which options designated as Incentive Stock Options are exercisable for the first time by a participant during any calendar year (under this Plan or any other plan of the Company, or any parent or Subsidiary) exceeds the amount (currently $100,000) established by the Code, such options shall constitute Nonqualified Stock Options.

Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:

(a) Number of Shares and Purchase Price . The number of shares of Common Stock subject to an option and the purchase price per share of Common Stock purchasable upon

exercise of the option shall be determined by the Committee; provided , however , that the purchase price per share of Common Stock purchasable upon exercise of an option shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such option; provided , further , that if an Incentive Stock Option shall be granted to any person who, at the time such option is granted, owns, or is deemed to own pursuant to Section 424(d) of the Code, capital stock possessing more than 10 percent of the total combined voting power of all classes of capital stock of the Company (or of any parent or Subsidiary) (a “ Ten Percent Holder ”), the purchase price per share of Common Stock shall not be less than the price (currently 110% of Fair Market Value) required by the Code in order to constitute an Incentive Stock Option.

Notwithstanding the foregoing, in the case of an option that is a Substitute Award, the purchase price per share of the shares subject to such option may be less than 100% of the Fair Market Value per share on the date of grant, provided , that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate purchase price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate purchase price of such shares.

(b) Option Period and Exercisability . The period during which an option may be exercised shall be determined by the Committee; provided , however , that no option shall be exercised later than ten years after its date of grant; provided , further , that if an Incentive Stock Option shall be granted to a Ten Percent Holder, such option shall not be exercised later than five years after its date of grant. The Committee may, in its discretion, establish an applicable Performance Period and Performance Measures which shall be satisfied or met as a condition to the grant of such option or to the exercisability of all or a portion of such option. The Committee shall determine whether an option shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time. An exercisable option, or portion thereof, may be exercised only with respect to whole shares of Common Stock.

(c) Method of Exercise . An option may be exercised (i) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased and accompanying such notice with payment therefor in full (or arrangement made for such payment to the Company’s satisfaction) either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company) of shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such obligation, (D) in cash by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or (E) a combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the option or as otherwise authorized by the Committee, (ii) if applicable, by surrendering to the Company any Tandem SARs which are cancelled by reason of the exercise of the option and (iii) by executing such documents as the Company may reasonably request. Any fraction of a share of Common Stock which would be

required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the optionee. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction).

2.2 Stock Appreciation Rights . The Committee may, in its discretion, grant SARs to such eligible persons as may be selected by the Committee. The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR.

SARs shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:

(a) Number of SARs and Base Price . The number of SARs subject to an award shall be determined by the Committee. Any Tandem SAR related to an Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. The base price of a Tandem SAR shall be the purchase price per share of Common Stock of the related option. The base price of a Free-Standing SAR shall be determined by the Committee; provided , however , that such base price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such SAR.

Notwithstanding the foregoing, in the case of an SAR that is a Substitute Award, the base price per share of the shares subject to such SAR may be less than 100% of the Fair Market Value per share on the date of grant, provided , that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate base price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate base price of such shares.

(b) Exercise Period and Exercisability . The period for the exercise of an SAR shall be determined by the Committee; provided , however , that no Tandem SAR shall be exercised later than the expiration, cancellation, forfeiture or other termination of the related option and no Free-Standing SAR shall be exercised later than ten years after its date of grant. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an SAR or to the exercisability of all or a portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in the case of a Tandem SAR, only with respect to whole shares of Common Stock and, in the case of a Free-Standing SAR, only with respect to a whole number of SARs. If an SAR is exercised for shares of Restricted Stock, a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.3(c), or such shares shall be transferred to the holder in book entry form with restrictions on the shares duly noted, and the holder of such Restricted Stock shall have such rights of a stockholder of the Company as determined pursuant to Section 3.3(d). Prior to the exercise of an SAR, the holder of such SAR shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such SAR.

(c) Method of Exercise . A Tandem SAR may be exercised (i) by giving written notice to the Company specifying the number of whole SARs which are being exercised, (ii) by surrendering to the Company any options which are cancelled by reason of the exercise of the Tandem SAR and (iii) by executing such documents as the Company may reasonably request. A Free-Standing SAR may be exercised (A) by giving written notice to the Company specifying the whole number of SARs which are being exercised and (B) by executing such documents as the Company may reasonably request. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction).

2.3 Termination of Employment or Service . All of the terms relating to the exercise, cancellation or other disposition of an option or SAR (i) upon a termination of employment with or service to the Company of the holder of such option or SAR, as the case may be, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable award Agreement.

2.4 Repricing of Options and SARs . The Committee, in its sole discretion and without the approval of the stockholders of the Company, may amend or replace any previously granted option or SAR in a transaction that constitutes a repricing within the meaning of the rules of The New York Stock Exchange.

III. STOCK AWARDS

3.1 Stock Awards . The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Bonus Stock Award, Restricted Stock Award or Restricted Stock Unit Award.

3.2 Terms of Bonus Stock Awards . The number of shares of Common Stock subject to a Bonus Stock Award shall be determined by the Committee. Bonus Stock Awards shall not be subject to any Restriction Periods or Performance Measures. Upon the grant of a Bonus Stock Award, subject to the Company’s right to require payment of any taxes in accordance with Section 5.5, a certificate or certificates evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the holder of such award or such shares shall be transferred to the holder in book entry form.

3.3 Terms of Restricted Stock Awards . Restricted Stock Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

(a) Number of Shares and Other Terms . The number of shares of Common Stock subject to a Restricted Stock Award and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined by the Committee.

(b) Vesting and Forfeiture . The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.

(c) Stock Issuance . During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing a Restricted Stock Award shall be registered in the holder’s name and may bear a legend, in addition to any legend which may be required pursuant to Section 5.6, indicating that the ownership of the shares of Common Stock represented by such certificate is subject to the restrictions, terms and conditions of this Plan and the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Restricted Stock Award in the event such award is forfeited in whole or in part. Upon termination of any applicable Restriction Period (and the satisfaction or attainment of applicable Performance Measures), subject to the Company’s right to require payment of any taxes in accordance with Section 5.5, the restrictions shall be removed from the requisite number of any shares of Common Stock that are held in book entry form, and all certificates evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the holder of such award.

(d) Rights with Respect to Restricted Stock Awards . Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a Restricted Stock Award, the holder of such award shall have all rights as a stockholder of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of Common Stock; provided , however , that (i) a distribution with respect to shares of Common Stock, other than a regular cash dividend, and (ii) a regular cash dividend with respect to shares of Common Stock that are subject to performance-based vesting conditions, in each case, shall be deposited with the Company and shall be subject to the same restrictions as the shares of Common Stock with respect to which such distribution was made.

3.4 Terms of Restricted Stock Unit Awards . Restricted Stock Unit Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

(a) Number of Shares and Other Terms . The number of shares of Common Stock subject to a Restricted Stock Unit Award and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee.

(b) Vesting and Forfeiture . The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Restricted Stock Unit Award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.

(c) Settlement of Vested Restricted Stock Unit Awards . The Agreement relating to a Restricted Stock Unit Award shall specify (i) whether such award may be settled in shares of Common Stock or cash or a combination thereof and (ii) whether the holder thereof shall be entitled to receive, on a current or deferred basis, dividend equivalents, and, if determined by the Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such award. Any dividend equivalents with respect to Restricted Stock Units that are subject to performance-based vesting conditions shall be subject to the same restrictions as such Restricted Stock Units. Prior to the settlement of a Restricted Stock Unit Award, the holder of such award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such award.

3.5 Termination of Employment or Service . All of the terms relating to the satisfaction of Performance Measures and the termination of the Restriction Period or Performance Period relating to a Stock Award, or any forfeiture and cancellation of such award (i) upon a termination of employment or service with the Company of the holder of such award, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable award Agreement.

IV. PERFORMANCE AWARDS

4.1 Performance Awards . The Committee may, in its discretion, grant Performance Awards to such eligible persons as may be selected by the Committee.

4.2 Terms of Performance Awards . Performance Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

(a) Value of Performance Awards and Performance Measures . The method of determining the value of the Performance Award and the Performance Measures and Performance Period applicable to a Performance Award shall be determined by the Committee.

(b) Vesting and Forfeiture . The Agreement relating to a Performance Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Performance Award if the specified Performance Measures are satisfied or met during the specified Performance Period and for the forfeiture of such award if the specified Performance Measures are not satisfied or met during the specified Performance Period.

(c) Settlement of Vested Performance Awards . The Agreement relating to a Performance Award shall specify whether such award may be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. If a Performance Award is settled in shares of Restricted Stock, such shares of Restricted Stock shall be issued to the holder in book entry form or a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.3(c) and the holder of such Restricted Stock shall have such rights as a stockholder of the Company as determined pursuant to Section 3.3(d). Any dividends or dividend equivalents with respect to a Performance Award that is subject to performance-based vesting conditions shall be subject to the same restrictions as such Performance Award. Prior to the settlement of a Performance Award in shares of Common Stock, including Restricted Stock, the holder of such award shall have no rights as a stockholder of the Company.

4.3 Termination of Employment or Service . All of the terms relating to the satisfaction of Performance Measures and the termination of the Performance Period relating to a Performance Award, or any forfeiture and cancellation of such award upon a termination of employment or service with the Company of the holder of such award, whether by reason of disability, retirement, death or any other reason, shall be determined by the Committee.

V. GENERAL

5.1 Effective Date and Term of Plan . This Plan shall be submitted to the stockholders of the Company for approval and, if approved, shall become effective immediately prior to the effective date of the Initial Public Offering. This Plan shall terminate on the tenth anniversary of its effective date, unless terminated earlier by the Board; provided that Incentive Stock Options may not be granted later than 10 years from the date the Plan is adopted or the date the Plan is approved by the Company’s stockholders, whichever is earlier. Termination of this Plan shall not affect the terms or conditions of any award granted prior to termination. Awards hereunder may be made at any time prior to the termination of this Plan, provided that no award may be made later than ten years after the effective date of this Plan.

5.2 Amendments . The Board may amend this Plan as it shall deem advisable, subject to any requirement of stockholder approval required by applicable law, rule or regulation, including Section 162(m) of the Code and any rule of The New York Stock Exchange, or, if the Common Stock is not listed on The New York Stock Exchange, any rule of the principal national stock exchange on which the Common Stock is then traded; provided , however , that no amendment may impair the rights of a holder of an outstanding award without the consent of such holder.

5.3 Agreement . Each award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions applicable to such award. No award shall be valid until an Agreement is executed by the Company and, to the extent required by the Company, either executed by the recipient or accepted by the recipient by electronic means approved by the Company within the time period specified by the Company. Upon such execution or electronic acceptance, such award shall be effective as of the effective date set forth in the Agreement.

5.4 Non-Transferability . No award shall be transferable other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or, to the extent expressly permitted in the Agreement relating to such award, to the holder’s family members, a trust or entity established by the holder for estate planning purposes, a charitable organization designated by the holder or pursuant to a qualified domestic relations order, in each case, without consideration. Except to the extent permitted by the foregoing sentence or the Agreement relating to an award, each award may be exercised or settled during the holder’s lifetime only by the holder or the holder’s legal representative or similar person. Except as permitted by the second preceding sentence, no award may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any award, such award and all rights thereunder shall immediately become null and void.

5.5 Tax Withholding . The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash pursuant to an award made hereunder, payment by the holder of such award of any federal, state, local or other taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that (i) the Company shall withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”), or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the following means: (A) a cash payment to the Company; (B) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation; (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, equal to the amount necessary to satisfy any such obligation; (D) in the case of the exercise of an option and except as may be prohibited by applicable law, a cash payment by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise; or (E) any combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the award or as otherwise authorized by the Committee. Shares of Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder.

5.6 Restrictions on Shares . Each award made hereunder shall be subject to the requirement that if at any time the Company determines that the listing, registration or qualification of the shares of Common Stock subject to such award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates evidencing shares of Common Stock delivered pursuant to any award made hereunder bear a legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder.

5.7 Adjustment . In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the number and class of securities available under this Plan, the terms of each outstanding option and SAR (including the number and class of securities subject to each outstanding option or SAR and the purchase price or base price per share), the terms of each outstanding Restricted Stock Award and Restricted Stock Unit Award (including the number and class of securities subject thereto), and the terms of each outstanding Performance Award shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and SARs without an increase in the aggregate purchase price or base price and in accordance with Section 409A of the Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

5.8 Change in Control .

(a) Subject to the terms of the applicable award Agreement, in the event of a Change in Control, the Board (as constituted prior to such Change in Control) may, in its discretion:

(i)

provide that (A) some or all outstanding options and SARs shall become exercisable in full or in part, either immediately or upon a subsequent termination of employment, (B) the Restriction Period applicable to some or all outstanding Restricted Stock Awards and Restricted Stock Unit Awards shall lapse in full or in part, either immediately or upon a subsequent termination of employment, (C) the Performance Period applicable to some or all outstanding awards shall lapse in full or in part, and (D) the Performance Measures applicable to some or all outstanding awards shall be deemed to be satisfied at the target or any other level;

(ii)

require that shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the shares of Common Stock subject to an outstanding award, with an appropriate and equitable adjustment to such award as shall be determined by the Board in accordance with Section 5.7; and/or

(iii)

require outstanding awards, in whole or in part, to be surrendered to the Company by the holder, and to be immediately cancelled by the Company, and to provide for the holder to receive (A) a cash payment in an amount equal to (1) in the case of an option or an SAR, the number of shares of Common Stock then subject to the portion of such option or SAR surrendered, to the extent such option or SAR is then exercisable or becomes exercisable pursuant to Section 5.8(a)(i), multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock as of the date of the Change in Control, over the purchase price or base price per share of Common Stock subject to such option or SAR, (2) in the case of a Stock Award or a Performance Award denominated in shares of Common Stock, the number of shares of Common Stock then subject to the portion of such award surrendered, to the extent the Restriction Period and Performance Period, if any, on such Stock Award or Performance Award have lapsed or will lapse pursuant to Section 5.8(a)(i) and to the extent that the Performance Measures, if any, have been satisfied or are deemed satisfied pursuant to Section 5.8(a)(i), multiplied by the Fair Market Value of a share of Common Stock as of the date of the Change in Control, and (3) in the case of a Performance Award denominated in cash, the value of the Performance Award then subject to the portion of such award surrendered, to the extent the Performance Period applicable to such award has lapsed or will lapse pursuant to Section 5.8(a)(i) and to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to Section 5.8(a)(i); (B) shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, having a fair market value not less than the amount determined under clause (A) above; or (C) a combination of the payment of cash pursuant to clause (A) above and the issuance of shares pursuant to clause (B) above.

(b) A “Change in Control” of the Company shall be deemed to have occurred upon the happening of any of the following events:

(i)

The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either the then outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition by the Company or any of its Subsidiaries, or any employee benefit plan (or related trust) of the Company or its Subsidiaries, or any entity with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding equity of such

entity and the combined voting power of the then outstanding voting equity of such entity entitled to vote generally in the election of all or substantially all of the members of such entity’s governing body is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners, respectively, of the Common Stock and voting securities of the Company immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding shares of Common Stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, as the case may be; or

(ii)

The consummation of a reorganization, merger or consolidation of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Common Stock and voting securities of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation; or

(iii)

a complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.

Notwithstanding the foregoing, the Initial Public Offering or any bona fide primary or secondary public offering following the occurrence of the Initial Public Offering shall not constitute a Change in Control.

5.9 Deferrals . The Committee may determine that the delivery of shares of Common Stock or the payment of cash, or a combination thereof, upon the exercise or settlement of all or a portion of any award (other than awards of Incentive Stock Options, Nonqualified Stock Options and SARs) made hereunder shall be deferred, or the Committee may, in its sole discretion, approve deferral elections made by holders of awards. Deferrals shall be for such periods and upon such terms as the Committee may determine in its sole discretion, subject to the requirements of Section 409A of the Code.

5.10 No Right of Participation, Employment or Service . Unless otherwise set forth in an employment agreement, no person shall have any right to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued employment by or service with the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment or service of any person at any time without liability hereunder.

5.11 Rights as Stockholder . No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock or other equity security of the Company which is subject to an award hereunder unless and until such person becomes a stockholder of record with respect to such shares of Common Stock or equity security.

5.12 Designation of Beneficiary . A holder of an award may file with the Committee a written designation of one or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s death or incapacity. To the extent an outstanding option or SAR granted hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to exercise such option or SAR pursuant to procedures prescribed by the Committee.

Each beneficiary designation shall become effective only when filed in writing with the Committee during the holder’s lifetime on a form prescribed by the Committee. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing with the Committee of a new beneficiary designation shall cancel all previously filed beneficiary designations.

If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then each outstanding option and SAR hereunder held by such holder, to the extent exercisable, may be exercised by such holder’s executor, administrator, legal representative or similar person.

5.13 Governing Law . This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

5.14 Foreign Employees . Without amending this Plan, the Committee may grant awards to eligible persons who are foreign nationals on such terms and conditions different from those specified in this Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of this Plan and, in furtherance of such purposes the Committee may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees.

Exhibit 10.2

CENTURY COMMUNITIES, INC.

2013 LONG-TERM INCENTIVE PLAN

Stock Option Agreement

Century Communities, Inc., a Delaware corporation (the “ Company ”), hereby grants to the individual (“ Optionee ”) named in the award notice attached hereto (the “ Award Notice ”) as of the date set forth in the Award Notice (the “ Option Date ”), pursuant to the provisions of the Century Communities, Inc. 2013 Long-Term Incentive Plan (the “ Plan ”), an option to purchase from the Company the number and class of shares of stock set forth in the Award Notice at the price per share set forth in the Award Notice (the “ Exercise Price ”) (the “ Option ”), upon and subject to the terms and conditions set forth below, in the Award Notice and in the Plan. For purposes of this Agreement, “ Company ” shall mean the Company and any Subsidiary thereof, collectively and individually. Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Option Subject to Acceptance of Agreement . The Option shall be null and void unless Optionee shall accept this Agreement by executing the Award Notice in the space provided therefor and returning an original execution copy of the Award Notice to the Company.

2. Time and Manner of Exercise of Option .

2.1. Maximum Term of Option . In no event may the Option be exercised, in whole or in part, after the expiration date set forth in the Award Notice (the “ Expiration Date ”).

2.2. Vesting and Exercise of Option . The Option shall become vested and exercisable in accordance with the vesting schedule set forth in the Award Notice (the “ Vesting Schedule ”). The Option shall be vested and exercisable following a termination of Optionee’s employment according to the following terms and conditions:

(a) Termination as a Result of Optionee’s Death or Disability . If Optionee’s employment with the Company terminates by reason of Optionee’s death or Disability, then the Option, to the extent vested on the effective date of such termination of employment, may thereafter be exercised by Optionee or Optionee’s executor, administrator, legal representative, guardian or similar person until and including the earlier to occur of (i) the date which is one year after the date of such termination of employment and (ii) the Expiration Date.

(b) Termination Other than for Cause, Death or Disability . If Optionee’s employment with the Company is terminated for any reason other than for Cause, death or Disability, the Option, to the extent vested on the effective date of such termination of employment, may thereafter be exercised by Optionee until and including the earlier to occur of (i) the date which is ninety (90) days after the date of such termination of employment and (ii) the Expiration Date.

(c) Termination by Company for Cause . If Optionee’s employment with the Company terminates by reason of the Company’s termination of Optionee’s employment for Cause, then the Option, whether or not vested, shall terminate immediately upon such termination of employment.

(d) Disability . For purpose of this Option, “Disability” shall mean Optionee’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

(e) Cause . For purposes of this Option, “Cause” shall have the meaning set forth in the employment agreement, if any, between Optionee and the Company, provided that if Optionee is not a party to an employment agreement that contains such definition, then “Cause” shall mean any of the following, as reasonably determined, in good faith, by the Board: (i) Optionee’s willful failure to follow the reasonable and lawful directions of the Company; (ii) conviction of a felony (or a plea of guilty or nolo contendere by Optionee to a felony) that materially harms the Company; (iii) acts of fraud, dishonesty or misappropriation committed by Optionee and intended to result in substantial personal enrichment at the expense of the Company; (iv) willful misconduct by Optionee in the performance of Optionee’s material duties which is likely to materially damage the financial position or reputation of the Company; or (v) a material breach of any agreement between the Company and Optionee.

2.3. Method of Exercise . Subject to the limitations set forth in this Agreement, the Option may be exercised by Optionee (a) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased and accompanying such notice with payment therefor in full (or arrangement made for such payment to the Company’s satisfaction) either (i) in cash, (ii) by delivery to the Company (either actual delivery or by attestation procedures established by the Company) of shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (iii) by authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such obligation, (iv) in cash by a broker-dealer acceptable to the Company to whom Optionee has submitted an irrevocable notice of exercise or (v) by a combination of (i), (ii) and (iii), and (b) by executing such documents as the Company may reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by Optionee. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 3.3, have been paid (or arrangement made for such payment to the Company’s satisfaction).

2.4. Termination of Option . In no event may the Option be exercised after it terminates as set forth in this Section 2.4. The Option shall terminate, to the extent not earlier terminated pursuant to Section 2.2 or exercised pursuant to Section 2.3, on the Expiration Date. Upon the termination of the Option, the Option and all rights hereunder shall immediately become null and void.

3. Additional Terms and Conditions of Option .

3.1. Nontransferability of Option . The Option may not be transferred by Optionee other than by will or the laws of descent and distribution, pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by

the Optionee for estate planning purposes, a charitable organization designated by the Optionee or pursuant to a qualified domestic relations order, in each case, without consideration. Except to the extent permitted by the foregoing sentence, (i) during Optionee’s lifetime the Option is exercisable only by Optionee or Optionee’s legal representative, guardian or similar person and (ii) the Option may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Option, the Option and all rights hereunder shall immediately become null and void.

3.2. Investment Representation . Optionee hereby represents and covenants that (a) any shares of Common Stock purchased upon exercise of the Option will be purchased for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “ Securities Act ”), unless the subsequent sale has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, Optionee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of any purchase of any shares hereunder or (y) is true and correct as of the date of any sale of any such shares, as applicable. As a further condition precedent to any exercise of the Option, Optionee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board or the Committee shall in its sole discretion deem necessary or advisable.

3.3. Withholding Taxes . (a) The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock, upon the exercise of the Option, payment by Optionee of any federal, state, local or other taxes which may be required to be withheld or paid in connection with such exercise of the Option (the “ Required Tax Payments ”).

(b) Optionee may satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment to the Company, (2) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (3) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered or an amount of cash which would otherwise be payable to the Optionee having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (4) except as may be prohibited by applicable law, a cash payment by a broker-dealer acceptable to the Company to whom Optionee has submitted an irrevocable notice of exercise or (5) any combination of (1), (2) and (3). Shares of Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by Optionee.

3.4. Adjustment . In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the terms of the Option, including the number and class of securities subject hereto and the Exercise Price, shall be appropriately adjusted by the Committee, such adjustments to be made without an increase in the aggregate Exercise Price and in accordance with Section 409A of the Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) to prevent dilution or enlargement of rights of participants. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

3.5. Change in Control . In the event of a Change in Control, the Option shall be subject to Section 5.8 of the Plan.

3.6. Compliance with Applicable Law . The Option is subject to the condition that if the listing, registration or qualification of the shares subject to the Option upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the purchase or issuance of shares hereunder, the Option may not be exercised, in whole or in part, and such shares may not be issued, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.

3.7. Issuance or Delivery of Shares . Upon the exercise of the Option, in whole or in part, the Company shall issue or deliver, subject to the conditions of this Section 3, the number of shares of Common Stock purchased against full payment therefor. Such issuance shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such issuance, except as otherwise provided in Section 3.3.

3.8. Option Confers No Rights as Stockholder . Optionee shall not be entitled to any privileges of ownership with respect to shares of Common Stock subject to the Option unless and until such shares are purchased and issued upon the exercise of the Option, in whole or in part, and Optionee becomes a stockholder of record with respect to such issued shares. Optionee shall not be considered a stockholder of the Company with respect to any such shares not so purchased and issued.

3.9. Option Confers No Rights to Continued Employment . In no event shall the granting of the Option or its acceptance by Optionee, or any provision of this Agreement or the Plan, give or be deemed to give Optionee any right to continued employment by the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment of any person at any time.

4. Miscellaneous Provisions .

4.1. Decisions of Board or Committee . The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Option or its exercise. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

4.2. Successors . This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of Optionee, acquire any rights hereunder in accordance with this Agreement or the Plan.

4.3. Notices . All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Century Communities, Inc., Attn. Chief Financial Officer, 8390 E. Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, and if to Optionee, to the last known mailing address of Optionee contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile or electronic mail with confirmation of receipt, (c) by mailing in the United States mails or (d) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service; provided , however , that if a notice, request or other communication sent to the Company is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

4.4. Partial Invalidity . The invalidity or unenforceability of any particular provision of this Agreement shall not effect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

4.5. Governing Law . This Agreement, the Option and all determinations made and actions taken pursuant hereto and thereto, to the extent not governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

4.6. Counterparts . The Award Notice may be executed in two counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

4.7. Agreement Subject to the Plan . This Agreement is subject to the provisions of the Plan, and shall be interpreted in accordance therewith. Optionee hereby acknowledges receipt of a copy of the Plan, and by signing and returning the Award Notice to the Company, at the address stated herein, he or she agrees to be bound by the terms and conditions of this Agreement, the Award Notice and the Plan.

Exhibit 10.3

CENTURY COMMUNITIES, INC.

2013 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

Century Communities, Inc., a Delaware corporation (the “ Company ”), hereby grants to [ ] (the “ Holder ”) as of [ ] (the “ Grant Date ”), pursuant to the terms and conditions of the Century Communities, Inc. 2013 Long-Term Incentive Plan (the “ Plan ”), [ ] restricted shares (the “ Award ”) of the Company’s Common Stock, par value $0.01 per share (collectively, the “ Restricted Stock ”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “ Agreemen t”). Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Award Subject to Acceptance of Agreement . The Award shall be null and void unless the Holder accepts this Agreement by executing it in the space provided below and returning such original execution copy to the Company.

2. Rights as a Stockholder . Except as otherwise provided in this Agreement, the Holder shall have, with respect to all of the shares of Restricted Stock, whether vested or unvested, all of the rights of a holder of shares of Common Stock, including without limitation (i) the right to vote such Restricted Stock, (ii) the right to receive dividends, if any, as may be declared on the Restricted Stock from time to time, and (iii) the rights available to all holders of shares of Common Stock upon any merger, consolidation, reorganization, liquidation or dissolution, stock split-up, stock dividend or recapitalization undertaken by the Company; provided, however, that all of such rights shall be subject to the terms, provisions, conditions and restrictions set forth in this Agreement (including without limitation conditions under which all such rights shall be forfeited). Any shares of Common Stock issued to the Holder as a dividend with respect to shares of Restricted Stock shall have the same status and bear the same legend as the shares of Restricted Stock and shall be held by the Company, if the shares of Restricted Stock that such dividend is attributed to is being so held, unless otherwise determined by the Committee.

3. Restriction Period and Vesting .

3.1. Service-Based Vesting Condition . Except as otherwise provided in this Section 3, the shares of Restricted Stock subject to the Award shall vest (i) on the first anniversary of the Grant Date with respect to one-third of the number of shares subject thereto on the Grant Date, rounded down to the nearest whole share, (ii) on the second anniversary of the Grant Date with respect to an additional one-third of the number of shares subject thereto on the Grant Date, rounded up to the nearest whole share, and (iii) on the third anniversary of the Grant Date with respect to the remaining shares subject thereto on the Grant Date, provided the Holder remains continuously employed by the Company through the applicable vesting date. The period of time prior to the vesting shall be referred to herein as the “Restriction Period.”

3.2. Change in Control . Upon a Change in Control, the Award shall be subject to Section 5.8 of the Plan.

Exhibit 10.3

3.3. Termination of Employment . If the Holder’s employment terminates prior to the end of the Restriction Period for any reason, then the portion of the Award that was not vested immediately prior to such termination of employment shall be immediately forfeited by the Holder and cancelled by the Company without any payment to the Holder.

4. Delivery of Certificates .

4.1 Issuance of Stock Certificates and Legends . During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Restricted Stock shall be registered in the Holder’s name and shall bear the following legends, along with such other legends that the Board or the Committee shall deem necessary and appropriate or which are otherwise required or indicated pursuant to any applicable stockholders agreement:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR STATE SECURITIES LAWS OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL VESTING AND OTHER RESTRICTIONS AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES, AND INCLUDE VESTING CONDITIONS WHICH MAY RESULT IN THE COMPLETE FORFEITURE OF THE SHARES.

4.2 Stock Powers . The Holder shall deposit with the Company stock powers or other instruments of transfer or assignment, duly endorsed in blank with signature(s) guaranteed, corresponding to each certificate representing shares of Restricted Stock until such shares become vested pursuant to Section 3. If the Holder shall fail to provide the Company with any such stock power or other instrument of transfer or assignment, the Holder hereby irrevocably appoints the Secretary of the Company as his attorney-in-fact, with full power of appointment and substitution, to execute and deliver any such power or other instrument which may be necessary to effectuate the transfer of the Restricted Stock (or assignment of distributions thereon) on the books and records of the Company.

4.3 Delivery of Stock Certificates . Upon the date on which the shares (or a portion thereof) subject to this Restricted Stock award become vested pursuant to Section 3 hereof, subject to the Company’s right to require payment of any taxes in accordance with

Exhibit 10.3

Section 7.1, the restrictions shall be removed from the requisite number of any shares of Common Stock that are held in book entry form, and all certificates evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the Holder. The new certificate or certificates shall continue to bear those legends and endorsements that the Company shall deem necessary or appropriate (including those relating to restrictions on transferability and/or obligations and restrictions under the Securities Laws and/or any applicable stockholders agreement).

4.4 Issuance Without Certificates . If the Company is authorized to issue shares of Common Stock without certificates, then the Company may, in the discretion of the Committee, issue shares of Common Stock pursuant to this Agreement without certificates, in which case any references in this Agreement to certificates shall instead refer to whatever evidence may be issued to reflect the Holder’s ownership of the shares of Common Stock subject to the terms and conditions of this Agreement.

5. Transfer Restrictions and Investment Representation .

5.1. Nontransferability of Award . The shares of Restricted Stock, whether vested or unvested, may not be transferred by the Holder other than by will or the laws of descent and distribution, pursuant to the designation of one or more beneficiaries on the form prescribed by the Company, a trust or entity established by the Holder for estate planning purposes, a charitable organization designated by the Holder or pursuant to a qualified domestic relations order, in each case, without consideration. Except to the extent permitted by the foregoing sentence, the shares of Restricted Stock, whether vested or unvested, may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the shares of Restricted Stock, whether vested or unvested, the shares of Restricted Stock, whether vested or unvested, and all rights hereunder shall immediately become null and void.

5.2. Investment Representation . The Holder hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “ Securities Act ”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Common Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Exhibit 10.3

6. Section 83(b) Election . The Holder may elect, within thirty (30) days of the Grant Date, to include in gross income for federal income tax purposes an amount equal to the Fair Market Value (as of the Grant Date) of the shares of Restricted Stock pursuant to Section 83(b) of the Code (the “ Section 83(b) Election ”). If the Holder properly makes the Section 83(b) Election, the Holder shall provide a copy of the statement making the Section 83(b) Election to the Company on or before the date on which the statement making the Section 83(b) Election is filed with the Internal Revenue Service and the Holder shall make arrangements satisfactory to the Company to pay to the Company any federal, state or local income taxes required to be withheld with respect to the Restricted Stock pursuant to Section 7.1 below. If the Holder shall fail to make such tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any shares of Restricted Stock that otherwise would be issued to the Holder under this Agreement) otherwise due to the Holder any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock.

7. Additional Terms and Conditions of Award .

7.1. Withholding Taxes .

(a) The Company shall have the right to require, prior to the delivery of any shares of Common Stock upon the vesting of the Award, or if earlier, at the time the Holder properly makes the Section 83(b) Election, payment by the Holder of such Award of any federal, state, local, foreign or other taxes which may be required to be withheld or paid in connection with such Award (the “ Required Tax Payments ”).

(c) The Holder may satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment to the Company, (2) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (3) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered or an amount of cash which would otherwise be payable to the Holder having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments or (4) any combination of (1), (2) and (3). Shares of Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the Holder.

7.2. Adjustment . In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the terms of this Award, including the number and class of securities subject hereto, shall be appropriately adjusted by the Committee. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or

Exhibit 10.3

partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) to prevent dilution or enlargement of rights of participants. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

7.3. Compliance with Applicable Law . The Award is subject to the condition that if the listing, registration or qualification of the shares of Common Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares hereunder, the shares of Common Stock subject to the Award shall not be delivered, in whole or in part, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.

7.4. Award Confers No Rights to Continued Employment . In no event shall the granting of the Award or its acceptance by the Holder, or any provision of the Agreement or the Plan, give or be deemed to give the Holder any right to continued employment by the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment of any person at any time.

7.5. Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by the Holder or by the Company forthwith to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on all parties.

7.6. Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon the Holder and his or her heirs, executors, administrators, successors and assigns.

7.7. Notices . All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Century Communities, Inc., Attn: Chief Financial Officer, 8390 E. Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, and if to the Holder, to the last known mailing address of the Holder contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile or electronic mail with confirmation of receipt, (c) by mailing in the United States mails or (d) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request or other communication sent to the Company is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

Exhibit 10.3

7.8. Governing Law . This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

7.9. Agreement Subject to the Plan . This Agreement is subject to the provisions of the Plan, including Section 5.8 relating to a Change in Control, and shall be interpreted in accordance therewith. The Holder hereby acknowledges receipt of a copy of the Plan.

7.10. Entire Agreement . The Plan is incorporated herein by reference. Capitalized terms not defined herein shall have the meanings specified in the Plan. This Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Holder with respect to the subject matter hereof, and may not be modified adversely to the Holder’s interest except by means of a writing signed by the Company and the Holder.

7.11. Partial Invalidity . The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

7.12. Amendment and Waiver . The provisions of this Agreement may be amended or waived only by the written agreement of the Company and the Holder, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

7.13. Counterparts . This Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

7.14. No Limit on Other Compensation Arrangements . Nothing contained in this Agreement shall preclude the Company from adopting or continuing in effect other or additional compensation plans, agreements or arrangements, and any such plans, agreements and arrangements may be either generally applicable or applicable only in specific cases or to specific persons.

7.15. No Trust or Fund Created . Neither this Agreement nor the grant of Restricted Stock hereunder shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and the Holder or any other person. To the extent that the Holder or any other person acquires a right to receive payments from the Company pursuant to this Agreement, such right shall be no greater than the right of any unsecured general creditor of the Company.

Exhibit 10.3

7.16. Headings . Section, paragraph and other headings and captions are provided solely as a convenience to facilitate reference. Such headings and captions shall not be deemed in any way material or relevant to the construction, meaning or interpretation of this Agreement or any term or provision hereof.


CENTURY COMMUNITIES, INC.

By:
		Dale Francescon
		Co-Chief Executive Officer

Accepted this day of , 20

[Name]

C ENTURY C OMMUNITIES , I NC .

S IGNATURE P AGE TO R ESTRICTED S TOCK A WARD A GREEMENT

Exhibit 10.4

CENTURY COMMUNITIES, INC.

2013 LONG-TERM INCENTIVE PLAN

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT

Century Communities, Inc., a Delaware corporation (the “ Company ”), hereby grants to James Lippman (the “ Holder ”) as of May 7, 2013 (the “ Grant Date ”), pursuant to the terms and conditions of the Century Communities, Inc. 2013 Long-Term Incentive Plan (the “ Plan ”), [ ] restricted shares (the “ Award ”) of the Company’s Common Stock, par value $0.01 per share (collectively, the “ Restricted Stock ”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “ Agreemen t”). Capitalized terms not defined herein shall have the meanings specified in the Plan.

3. Restriction Period and Vesting .

3.1. Service-Based Vesting Condition . Except as otherwise provided in this Section 3, the shares of Restricted Stock subject to the Award shall vest (i) on the first anniversary of the Grant Date with respect to one-third of the number of shares subject thereto on the Grant Date, rounded down to the nearest whole share, (ii) on the second anniversary of the Grant Date with respect to an additional one-third of the number of shares subject thereto on the Grant Date, rounded up to the nearest whole share, and (iii) on the third anniversary of the Grant Date with respect to the remaining shares subject thereto on the Grant Date, provided the Holder continuously serves as a Non-Employee Director through the applicable vesting date. The period of time prior to the vesting shall be referred to herein as the “Restriction Period.”

3.2. Change in Control . Upon a Change in Control, the Restriction Period shall lapse and the Award shall become fully vested and shall be subject to Section 5.8 of the Plan.

Exhibit 10.4

3.3. Termination of Service . If the Holder’s service as a Non-Employee Director terminates prior to the end of the Restriction Period for any reason, then the portion of the Award that was not vested immediately prior to such termination of service shall be immediately forfeited by the Holder and cancelled by the Company without any payment to the Holder.

4. Delivery of Certificates .

4.3 Delivery of Stock Certificates . Upon the date on which the shares (or a portion thereof) subject to this Restricted Stock award become vested pursuant to Section 3

Exhibit 10.4

hereof, the restrictions shall be removed from the requisite number of any shares of Common Stock that are held in book entry form, and all certificates evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the Holder. The new certificate or certificates shall continue to bear those legends and endorsements that the Company shall deem necessary or appropriate (including those relating to restrictions on transferability and/or obligations and restrictions under the Securities Laws and/or any applicable stockholders agreement).

5. Transfer Restrictions and Investment Representation .

Exhibit 10.4

7. Additional Terms and Conditions of Award .

7.1. Adjustment . In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the terms of this Award, including the number and class of securities subject hereto, shall be appropriately adjusted by the Committee. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) to prevent dilution or enlargement of rights of participants. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

7.2. Compliance with Applicable Law . The Award is subject to the condition that if the listing, registration or qualification of the shares of Common Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares hereunder, the shares of Common Stock subject to the Award shall not be delivered, in whole or in part, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.

7.3. Award Confers No Rights to Continued Service . In no event shall the granting of the Award or its acceptance by the Holder, or any provision of the Agreement or the Plan, give or be deemed to give the Holder any right to continued service as a Non-Employee Director.

7.4. Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by the Holder or by the Company forthwith to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on all parties.

7.5. Successors and Assigns . The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon the Holder and his or her heirs, executors, administrators, successors and assigns.

Exhibit 10.4

7.6. Notices . All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Century Communities, Inc., Attn: Chief Financial Officer, 8390 E. Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, and if to the Holder, to the last known mailing address of the Holder contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile or electronic mail with confirmation of receipt, (c) by mailing in the United States mails or (d) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request or other communication sent to the Company is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

7.7. Governing Law . This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

7.8. Agreement Subject to the Plan . This Agreement is subject to the provisions of the Plan, including Section 5.8 relating to a Change in Control, and shall be interpreted in accordance therewith. The Holder hereby acknowledges receipt of a copy of the Plan.

7.9. Entire Agreement . The Plan is incorporated herein by reference. Capitalized terms not defined herein shall have the meanings specified in the Plan. This Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Holder with respect to the subject matter hereof, and may not be modified adversely to the Holder’s interest except by means of a writing signed by the Company and the Holder.

7.10. Partial Invalidity . The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

7.11. Amendment and Waiver . The provisions of this Agreement may be amended or waived only by the written agreement of the Company and the Holder, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

7.12. Counterparts . This Agreement may be executed in two counterparts each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

Exhibit 10.4

7.13. No Limit on Other Compensation Arrangements . Nothing contained in this Agreement shall preclude the Company from adopting or continuing in effect other or additional compensation plans, agreements or arrangements, and any such plans, agreements and arrangements may be either generally applicable or applicable only in specific cases or to specific persons.

7.14. No Trust or Fund Created . Neither this Agreement nor the grant of Restricted Stock hereunder shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and the Holder or any other person. To the extent that the Holder or any other person acquires a right to receive payments from the Company pursuant to this Agreement, such right shall be no greater than the right of any unsecured general creditor of the Company.

7.15. Headings . Section, paragraph and other headings and captions are provided solely as a convenience to facilitate reference. Such headings and captions shall not be deemed in any way material or relevant to the construction, meaning or interpretation of this Agreement or any term or provision hereof.

Exhibit 10.4


CENTURY COMMUNITIES, INC.

By:

Accepted this day of , 20

Exhibit 10.5

EMPLOYMENT AGREEMENT

AGREEMENT, dated as of May 7, 2013 (the “ Agreement ”), between Century Communities, Inc. (the “ Company ”) and Dale Francescon (the “ Executive ”).

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1. General .

The parties agree that, subject to the terms hereof, the Executive shall serve as Co-Chief Executive Officer of the Company, after the effective date hereof in accordance with the terms and conditions set out in this Agreement.

2. Employment, Duties and Agreements .

(a) The Company hereby agrees to employ the Executive as its Co-Chief Executive Officer, and the Executive hereby accepts such position and agrees to serve the Company in such capacity on a full-time basis during the employment period fixed by Section 4 hereof (the “ Employment Period ”). The Executive shall have such duties and responsibilities as are consistent with the Executive’s position and as may be reasonably assigned by the Company’s Board of Directors (the “ Board ”) from time to time. During the Employment Period, the Executive shall be subject to, and shall act in accordance with, all reasonable instructions and directions of the Board and all applicable policies and rules of the Company.

(b) During the Employment Period, excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote substantially his full working time and efforts to the performance of his duties and responsibilities hereunder and shall endeavor to promote the business and best interests of the Company.

(c) During the Employment Period, the Executive shall not engage in any business activity other than the Company without the express prior written approval of the Board. It will not be a violation of this exclusivity provision for the Executive to (i) manage the Executive’s personal, financial and legal affairs, (ii) acquire, invest, manage, construct, develop and dispose of the Executive’s investments in apartments for-rent, multi-family properties, and non-residential real estate, directly or directly in any capacity, provided such activities do not take a material amount of the Executive’s time and do not interfere with the Executive’s duties and obligations to the Company, or (iii) serve on charitable or civic boards or committees.

3. Compensation .

(a) As compensation for the agreements made by the Executive herein and the performance by the Executive of his obligations hereunder, during the Employment Period, the Company shall pay the Executive, pursuant to the Company’s normal and customary payroll procedures, a base salary at the rate of $500,000 per annum (the “ Base Salary ”). The Base Salary shall be reviewed at least annually for possible increase (but not decrease) in the Company’s sole discretion, as determined by the Company’s compensation committee; provided, however, that the Executive shall be entitled to any annual cost-of-living increases in Base

Salary that are granted to senior executives of the Company generally. Any increase in Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The term “Base Salary” as utilized in this Agreement shall refer to Base Salary as so adjusted.

(b) In addition to the Base Salary, the Executive shall be eligible to earn, for each fiscal year of the Company ending during the Employment Period, an annual cash performance bonus (an “ Annual Bonus ”) under the Company’s bonus plan or plans applicable to senior executives. The amount of the Annual Bonus and the performance goals applicable to the Annual Bonus for any applicable Employment Period shall be determined in accordance with the terms and conditions of said bonus plan as in effect from time to time with a threshold target equal to 150% of Base Salary (the “ Target Bonus ”) and a maximum target equal to 300% of Base Salary (the “ Maximum Bonus ”). The terms and conditions of any such bonus plan shall be determined by the Company’s compensation committee in its sole discretion. Any Annual Bonus earned in the first year of the Employment Period shall be pro-rated for the number of days of the year that the Executive is employed by the Company. Any Annual Bonus shall be paid on or before March 15 ^th of each calendar year immediately following the year in which compensation is earned in accordance with the applicable plan.

(c) Pursuant to the terms of the Registration Rights Agreement, dated May 7, 2013, between the Company and FBR Capital Markets & Co. (the “Registration Rights Agreement”), if the resale shelf registration statement registering the resale of the Registrable Shares (as defined in the Registration Rights Agreement) is declared effective by the Securities and Exchange Commission on or before June 30, 2014, Executive, if then employed by the Company, shall be paid a cash bonus of $250,000, which bonus shall be payable within 30 days of the effectiveness of such shelf registration statement. For the avoidance of doubt, the bonus payable pursuant to this Section 3(c) is the same bonus payable under Section 2(g) of the Registration Rights Agreement, and Executive shall only be entitled to one cash bonus of $250,000, which payment shall be governed by the terms of the Registration Rights Agreement.

(d) Pursuant to the Company’s 2013 Long-Term Incentive Plan (the “ Incentive Plan ”), the Company shall, as of the Effective Date, grant the Executive 63,000 restricted shares of the Company’s common stock (the “ Restricted Stock ”) (based on an assumed offering price of $20.00 per share in the Company’s Regulation 144A private placement offering). The shares shall vest ratably over three years, with thirty-three and one-third percent (33.33%) of the number of shares of Restricted Stock granted vesting on each of the first, second, and third anniversaries of the Effective Date, subject to the Executive’s continuing employment with the Company. Consistent with the foregoing, the terms and conditions of the Restricted Stock shall be set forth in a restricted stock unit award agreement to be entered into by the Company and the Executive in the form adopted by the Board or the compensation committee of the Company, as applicable, in conjunction with the adoption of the Incentive Plan (each, an “ Equity Agreement ,” and collectively, the “ Equity Agreements ”).

(e) During the Employment Period, (i) the Executive shall be eligible to participate in all other incentive plans, practices, policies and programs, and all savings and retirement plans, policies and programs, in each case that are applicable generally to senior executives of the Company; (ii) the Executive and the Executive’s eligible family members shall

be eligible for participation in the welfare benefit plans, practices, policies and programs (including, if applicable, medical, dental, vision, disability, employee life, group life and accidental death insurance plans and programs) maintained by the Company for its senior executives; (iii) the Company shall reimburse the Executive up to $2,500 per month for premiums paid by or on behalf of the Executive for term life insurance coverage on the Executive’s life; (iv) the Executive shall be entitled to a $2,500 per month automobile and cell phone allowance; and (v) the Executive shall be entitled to such fringe benefits and perquisites as are provided by the Company to its senior executives from time to time, in accordance with the policies, practices, and procedures of the Company.

(f) During the Employment Period, the Executive shall be entitled to thirty (30) days paid vacation per year (prorated for partial years), and to such paid holidays as are observed by the Company from time to time, all in accordance with the Company’s policies and practices that are applicable to the Company’s senior executives. Unused vacation will be carried over from year to year and/or paid out as provided in the Company’s vacation plans and polices in effect as of the Effective Date.

(g) During the Employment Period, the Company shall maintain (i) a directors’ and officers’ liability insurance policy, or an equivalent errors and omissions liability insurance policy and (ii) an employment practices liability insurance policy. Each such policy shall cover the Executive with scope, exclusions, amounts and deductibles no less favorable to the insured than those applicable to the Company’s senior executive officers and directors on the Effective Date, or any more favorable as may be available to any other director or senior executive officer of the Company, while the Executive is employed with the Company and thereafter until the sixth anniversary of the Executive’s Scheduled Termination Date (as defined below).

(h) The Company shall reimburse the Executive for all reasonable business expenses upon the presentation of statements of such expenses in accordance with the Company’s policies and procedures now in force or as such policies and procedures may be modified with respect to all senior executive officers of the Company.

4. Employment Period . The Employment Period shall commence on May 7, 2013 (the “ Effective Date ”) and shall terminate on the fifth anniversary of the Effective Date (the “ Initial Term ”), provided that on the fifth anniversary of the Effective Date and on each anniversary thereafter, the Employment Period shall automatically be extended for additional one-year periods unless either party provides the other party with notice of non-renewal at least ninety (90) days before any such anniversary (the anniversary date on which the Employment Period terminates shall be referred to herein as the “ Scheduled Termination Date ”). Notwithstanding the foregoing, the Executive’s employment hereunder may be terminated during the Employment Period prior to the Scheduled Termination Date upon the earliest to occur of any one of the following events (at which time the Employment Period shall be terminated):

(a) Death . The Executive’s employment hereunder shall terminate upon his death.

(b) Disability . The Company shall be entitled to terminate the Executive’s employment hereunder for Disability. For purposes of this Agreement, “ Disability ” means the Executive’s inability by reason of physical or mental illness to fulfill his obligations hereunder for one hundred twenty (120) consecutive days or a total of one hundred eighty (180) days in any twelve (12)-month period which, in the reasonable opinion of an independent physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive’s legal representative, renders the Executive unable to perform the essential functions of his job, even after reasonable accommodations are made by the Company.

(c) Cause . The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the term “ Cause ” shall mean:

(i) conviction (or a plea of nolo contendere ) by the Executive to a felony;

(ii) acts of fraud, dishonesty or misappropriation committed by the Executive and intended to result in substantial personal enrichment at the expense of the Company;

(iii) willful misconduct by the Executive in the performance of the Executive’s material duties required by this Agreement which is likely to materially damage the financial position or reputation of the Company which is not cured within thirty (30) days following receipt by the Executive of a Notice of Termination (as defined under Section 5 below) from the Company;

(iv) a material breach of this Agreement by the Executive which is not cured within thirty (30) days following receipt by the Executive of a Notice of Termination from the Company; or

(v) a breach of Paragraph 8 of this Agreement, which the Executive acknowledges cannot be cured within the meaning of subparagraph (iv) above.

The foregoing is an exclusive list of the acts or omissions that shall be considered Cause. Notwithstanding the foregoing, the termination of the Executive shall not be deemed to be for cause unless and until (A) the Board shall have provided the Executive with a Notice of Termination (as defined in Section 5 below) specifying in detail the basis for the termination of employment for Cause and the provision(s) under this Agreement on which such termination is based, and (B) in the case of subsections (iii) and (iv) above, the Executive shall have had the opportunity to cure such breach with the time period specified, and (C) in all cases where Cause is alleged, the Executive shall have had a reasonable opportunity to prepare and present his case to the full Board (with the assistance of his own counsel) before any termination for Cause is finalized by a vote of a majority of the Board, including a majority of independent directors (not including the vote of the Executive).

For purposes of this Agreement, no act or failure to act of the Executive shall be willful or intentional if performed in good faith with the reasonable belief that the action or inaction was in the best interest of the Company. In addition, nothing herein shall limit or otherwise prevent the Executive from challenging judicially any determination of Cause as made by the Board hereunder.

(d) Without Cause . The Company may terminate the Executive’s employment hereunder during the Employment Period without Cause. For purposes of this Agreement, a notice of non-renewal given by the Company as provided in Section 4 herein shall be treated as a termination of employment by the Company without Cause.

(e) For Good Reason . The Executive may terminate his employment hereunder for Good Reason. For purposes of this Agreement, “ Good Reason ” shall mean: (i) a material breach of this Agreement by the Company (including the Company’s withholding or failure to pay compensation when due to the Executive); (ii) relocation of the Company’s headquarters or the location where the Executive works, to a location outside of Greenwood Village, Colorado; (iii) a material reduction in the Executive’s titles, duties, authority, or responsibilities, or the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties, or responsibilities without the written consent of the Executive; (iv) a reduction in the Executive’s annual Base Salary or Annual Bonus opportunity or other compensation, as currently in effect or as may be increased from time to time, including, but not limited to, elimination or reduction in the Executive’s participation in the Incentive Plan for reasons other than those specified in such plan; (v) the failure of the Company to nominate the Executive for election as a member of the Board; or (vi) the termination of employment of the other Co-Chief Executive Officer of the Company by the Company without Cause or by the other Co-Chief Executive Officer for Good Reason, as each such term is defined herein. With respect to the acts or omissions set forth in this subsection (e), (A) the Executive shall provide the Board with a Notice of Termination (as defined in Section 5 below) specifying in detail the basis for the termination of employment for Good Reason and the provision(s) under this Agreement on which such termination is based, (B) the Company shall have thirty (30) days to cure the matters specified in the notice delivered, and (C) if uncured, the Executive must terminate his employment with the Company within ninety (90) days after the initial existence of the circumstances constituting Good Reason in order for such termination to be considered to be for Good Reason.

(f) Voluntarily . The Executive may voluntarily terminate his employment hereunder, without Good Reason, provided that the Executive provides the Company with notice of his intent to terminate his employment at least thirty (30) days in advance of the Date of Termination (as defined in Section 5 below).

5. Termination Procedure .

(a) Notice of Termination . Any termination of the Executive’s employment by the Company or by the Executive during the Employment Period (other than a termination on account of the death of the Executive) shall be communicated by a written “ Notice of Termination ” to the other party hereto in accordance with Section 10(a) .

(b) Date of Termination . “ Date of Termination ” shall mean (i) if the Executive’s employment is terminated by his death, the date of his death, (ii) if the Executive’s employment is terminated due to his Disability pursuant to Section 4(b) , on the date the

Executive receives Notice of Termination from the Company, (iii) if the Executive voluntarily terminates his employment (whether or not for Good Reason), the date specified in the notice given pursuant to Section 4(e) herein which shall not be less than thirty (30) days after the Notice of Termination, and (iv) if the Executive’s employment is terminated for any other reason, the date on which a Notice of Termination is given or any later date (within thirty (30) days, or any alternative time period agreed upon by the parties, after the giving of such notice) set forth in such Notice of Termination (subject to the rights granted to the Executive under Section 4(c) ).

6. Termination Payments .

(a) Without Cause or for Good Reason . In the event the Employment Period terminates under this Agreement as a result of the Company terminating the Executive’s employment without Cause (other than pursuant to Sections 4(a) or (b) ) or the Executive terminating his employment for Good Reason:

(i) The Company shall pay to the Executive, upon the Date of Termination:

1) (A) the Executive’s accrued but unused vacation, unreimbursed business expenses and Base Salary through the Date of Termination (to the extent not theretofore paid) (the “ Accrued Benefits ”), and (B) three (3) times the Executive’s Base Salary, in each case payable in a lump sum (the “ Base Severance ”); provided that if the Date of Termination is during the Initial Term, the amount the Executive shall be entitled to receive shall be twice the normal Base Severance.

2) In lieu of any Annual Bonus under Section 3(b) for the fiscal year in which the Executive’s employment terminates, a lump sum amount equal to the Annual Bonus that would have become payable in cash to the Executive for that fiscal year if his employment had not terminated, based on performance actually achieved in that year (determined by the Board following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction, the numerator of which is the number of days the Executive was employed in the fiscal year of termination and the denominator of which is the total number of days in the fiscal year of termination; provided that if the Date of Termination is during the Initial Term the amount received shall be no less than the maximum allowable annual bonus that the Executive could have been paid for such year pursuant to the terms of this Agreement.

(ii) The Company shall pay the employer’s portion of the Executive’s COBRA premiums during any time in which the Executive elects COBRA continuation coverage for up to thirty (30) months following the Date of Termination, to the extent permitted under the terms of the Company’s medical plan; provided, however , that if the Executive is or becomes eligible to receive comparable medical benefits under another employer provided plan, the Company’s obligation to make COBRA payments described herein shall be terminated. The Executive shall promptly notify the Company of any changes in his eligibility for medical benefits coverage.

(iii) All outstanding and then unvested stock options, restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) (each, an “ Equity Award ”) shall be deemed vested.

(iv) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Termination Date under any plan, program, policy, practice, contract, or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the “ Other Benefits ”).

(v) If the Date of Termination under this Section 6(a) occurs within the twenty four (24)-month period following a Change in Control, the Company shall, in addition to the other payments provided for in this Section 6(a) (other than subsection 6(a)(i)2) ), pay the Executive an amount equal to three (3) times Target Bonus for the current fiscal year, in a lump sum, upon the Date of Termination. For purposes of this Agreement, “ Change in Control ” shall have the meaning specified on Exhibit B attached hereto.

(vi) For the avoidance of doubt, upon a termination of the Employment Period without Cause or as a result of Good Reason, the Executive shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6(a) , regardless of the time that would otherwise remain in the Employment Period had the Employment Period not been terminated without Cause or for Good Reason , except any benefits or compensation provided under the Equity Agreements which shall be paid in accordance with such agreements. Except as provided in this Section 6(a) , any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by Section 4980B of the Internal Revenue Code of 1986, as amended (the “ Code ”) and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”) or such other analogous legislation as may be applicable to the Executive, the Company shall have no additional obligations under this Agreement.

(vii) The payments and benefits provided under this Section 6(a) are subject to and conditioned upon (A) the Executive executing a timely and valid release of claims (“ Release ”) in the form attached hereto as Exhibit B , waiving all claims the Executive may have against the Company, it successors, assigns, affiliates, executives, officers and directors, (B) the Executive delivering the executed Release to the Company within twenty-one days following the Date of Termination, (C) such Release and the waiver contained therein becoming effective, and (D) the Executive’s compliance with the restrictive covenants contained in paragraphs 8 and 9 of this Agreement. In the event that payments are made hereunder prior to the execution of the Release and the Executive does not execute the Release in the time and manner set forth herein, the Executive shall promptly pay to the Company, together with interest from the date of payment to the date of repayment at the prime rate, such amounts or the value of such benefits so received.

(b) Cause or Voluntarily Other than for Good Reason . If the Executive’s employment is terminated during the Employment Period by the Company for Cause or voluntarily by the Executive other than for Good Reason, the Company shall pay the Executive upon the Date of Termination the Accrued Benefits and the Other Benefits and any benefits or compensation provided under the Equity Agreements which shall be paid in accordance with such agreements. Except as provided in this Section 6(b) or with respect to any vested benefits under any tax qualified pension plans of the Company and the continuation of health insurance benefits on the terms and to the extent required by COBRA or any other analogous legislation as may be applicable to the Executive, the Company shall have no additional obligations under this Agreement.

(c) Disability or Death . If the Executive’s employment is terminated during the Employment Period as a result of the Executive’s death or Disability, the Company shall pay the Executive or the Executive’s estate, as the case may be, within thirty (30) days following the Date of Termination, the Accrued Benefits and Other Benefits and any benefits or compensation to be paid under the Equity Agreements. Except as provided in this Section 6(c) , or pursuant to the terms of the Equity Agreements, and except for any vested benefits under any tax qualified pension plans of the Company, and continuation of health insurance benefits on the terms and to the extent required by COBRA or any other analogous legislation as may be applicable to the Executive, the Company shall have no additional obligations under this Agreement.

7. Compliance with Section 409(A) . This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation § 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation § 1.409A-1(b)(4). In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“ 409A Penalties ”), the Company and the Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that such amendment shall not increase or reduce (in the aggregate) the amounts payable to the Executive hereunder. Any taxable reimbursement payable to the Executive pursuant to this Agreement shall be paid to the Executive no later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for taxable reimbursement, or such in-kind benefit provided, during a calendar year shall not affect the amount of such expenses eligible for reimbursement, or such in-kind benefit to be provided, during any other calendar year. The right to such reimbursement or such in-kind benefits pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments.

8. Protection of Trade Secrets and Confidential Information .

(a) Acknowledgments Regarding “Confidential Information” . In performing his duties as an executive of the Company, the Executive acknowledges that he will have access to documents, trade secrets, and other confidential and proprietary information which consists of information known by the Executive as a consequence of his employment with the Company

(including information originated, discovered and/or developed by the Executive). The Executive acknowledges that all of the Confidential Information, as defined below, made accessible to the Executive shall be provided only in strict confidence; that unauthorized disclosure of Confidential Information may damage the Company’s business; that Confidential Information could be susceptible to immediate competitive application by a competitor of the Company; that the Company’s business is substantially dependent on access to and the continuing secrecy of Confidential Information; that Confidential Information is novel, unique to the Company and known only to the Executive, the Company and certain key employees and contractors of the Company; that the Company shall at all times retain ownership and control of all Confidential Information; and that the restrictions contained in this Agreement are reasonable and necessary for the protection of the Company’s legitimate business interests.

(b) Definition of Confidential Information . The term “ Confidential Information ” means confidential and proprietary information of the Company, including, but not limited to, (i) information not generally known outside the Company such as information which is unique to the Company, (ii) information about the Company’s real estate investments, projects, developments, business plans, financial plans, products, processes and services, research and development activities, client lists, marketing techniques, pricing policies, financial targets, financial information and projections, and (iii) any trade secret information as that term is defined in the Colorado Uniform Trade Secrets Act, C.R.S. §7-74-101 et seq. However, the term Confidential Information shall not include information that: (i) becomes generally available to and known by the public; (ii) was available to the Executive on a non-confidential basis prior to its disclosure; (iii) becomes available to the Executive from a source other than the Company, provided that the Executive has no knowledge that such source is prohibited from disclosing such information to the Executive by a contractual, legal or fiduciary obligation to the Company; or (iv) the Executive has independently developed with no reliance on or access to any of the information provided directly or indirectly by the Company.

(c) The Executive’s Use of Confidential Information . Except in connection with and in furtherance of the Executive’s work on the Company’s behalf, the Executive shall not, without the Company’s prior written consent, at any time, directly or indirectly: (i) use any Confidential Information for any purpose; or (ii) disclose or otherwise communicate any Confidential Information to any person or entity; or (iii) accept or participate in any employment, consulting engagement or other business opportunity that inevitably will result in the disclosure or use of any Confidential Information.

(d) Third-Parties’ Confidential Information . The Executive acknowledges that the Company has received and in the future will receive from third parties confidential or proprietary information, and that the Company must maintain the confidentiality of such information and use it only for authorized purposes. The Executive shall not use or disclose any such information except as authorized by the Company or the third party to whom the information belongs.

(e) Ownership of Works . The Executive agrees to promptly disclose in writing to the Company all inventions, discoveries, developments, improvements and innovations (collectively referred to as “ Inventions ”) that the Executive has conceived or made during his employment with the Company; provided, however, that in this context “Inventions”

are limited to those which (i) relate in any manner to the existing or contemplated business or research activities of the Company and its affiliates; (ii) are suggested by or result from the Executive’s work at the Company; or (iii) result from the use of the time, materials or facilities of the Company and its affiliates. All Inventions will be the Company’s property rather than the Executive’s. Should the Company request it, the Executive agrees to sign any document that the Company may reasonably require to establish ownership in any Invention.

9. Unfair Competition . To protect the interests of the Company and its Confidential Information, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Executive agrees as follows:

(a) Non-Compete . The Executive will not, at any time during his employment and for a period of two (2) years following termination of employment by the Company for Cause, or by the Executive without Good Reason, acting alone or in conjunction with others, directly or indirectly, engage (either as owner, investor, partner, stockholder, lender, employer, employee, consultant, advisor, member, or director) in any aspect of residential homebuilding in the Geographic Region (defined below), including, but not limited to, any land acquisition, land development, entitlements or construction, marketing, sale, financing or management of any residential home building project (the “Business”), which shall include, but not be limited to, any Residential Project. For purposes of this paragraph, the term “Residential Project” shall mean any residential building project for which the Company has invested resources, performed due diligence, planned land development, initiated real estate acquisitions and/or conducted business during the Executive’s employment with the Company. The Executive acknowledges that in light of his position, duties and responsibilities with the Company, the Executive will have access to and be familiar with the Company’s Confidential Information and trade secrets for all such Residential Projects, and that this two (2) year non-compete provision is narrowly tailored and reasonable to protect the Company’s Confidential Information and trade secrets. For purposes of this paragraph, the term “Geographic Region” shall mean (i) any and all counties in any state in which the Company has engaged in the Business in the past or in which it is currently conducting the Business, which the Executive acknowledges includes, in Colorado, Arapahoe, Adams, Jefferson, El Paso and Douglas counties, and (ii) any and all other counties in any state that the Company engages in the Business in the future during the Executive’s employment with the Company. It is agreed that the ownership of not more than five percent of the equity securities of any company having securities listed on an exchange or regularly traded in the over-the-counter market shall not be deemed inconsistent with this Section 9 . It will not be a violation of this Section 9 or of Section 9(c) below for Executive to acquire, invest, manage, construct, develop or dispose of the Executive’s investments in apartments for-rent, multi-family properties, and non-residential real estate, directly or directly, in any capacity.

(b) Non-Solicitation of Company Employees . The Executive agrees that the Company has invested substantial time and effort in assembling and training its present staff of personnel. Accordingly, the Executive agrees that for a period of two (2) years following termination of employment by the Company for Cause or by the Executive without Good Reason, the Executive will not directly or indirectly induce or solicit or seek to induce or solicit on behalf of employee or others any of the Company’s employees to leave employment with the Company.

(c) Non-Solicitation of Clients and Suppliers . The Executive agrees that the Company’s relationships with its Clients and Suppliers are solely the assets and property of the Company. The Executive agrees that for a period of two (2) years following termination of the Executive’s employment by the Company for Cause or by the Executive without Good Reason, the Executive shall not directly or through others solicit or attempt to solicit any of the Company’s Clients and/or Suppliers for the purpose of providing products or services competitive to those offered by the Company. This restriction applies only to those Clients and/or Suppliers with whom the Executive had material contact on behalf of the Company. “ Material contact ” means: (i) direct personal contact with a Supplier or Client for the purpose of, respectively, purchasing real estate, materials or services for use by the Company or selling the Company’s real estate, products or services to Clients or (ii) any direct supervision of direct personal contacts other employees of the Company may have with Suppliers and/or Clients. “ Clients and Suppliers ” are those Clients or Suppliers with whom the Executive had material contact within one (1) year prior to the termination of the Executive’s employment with the Company. The terms Client and Supplier shall also include prospective Clients and Suppliers of the Company.

(d) Acknowledgments . The Executive acknowledges that the foregoing restriction on competition is fair and reasonable, given the nature and scope of the Company’s business operations and the nature of the Executive’s position with the Company. The Executive also acknowledges that while employed by the Company, the Executive will have access to information that would be valuable or useful to the Company’s competitors, and therefore acknowledges that the foregoing restrictions on the Executive’s future employment and business activities are fair and reasonable.

(e) Acknowledgments of Law . The Executive acknowledges the following provisions of Colorado law, set forth in Colorado Revised Statutes § 8-2-113(2):

Any covenant not to compete which restricts the right of any person to receive compensation for performance of skilled or unskilled labor for any employer shall be void, but this subsection (2) shall not apply to:

any contract for the protection of trade secrets; or

executive and management personnel and officers and employees who constitute professional staff to executive and management personnel.

The Executive acknowledges that this Agreement is a contract for the protection of trade secrets within the meaning of § 8-2-113(2)(b) and is intended to protect the Confidential Information identified above and that the Executive qualifies as executive personnel within the meaning of § 8-2-113(2)(d).

(f) Enforcement of Restrictive Covenants . The Executive agrees and acknowledges that the remedies at law for any breach by the Executive of the provisions of this Agreement will be inadequate and that the Executive shall be entitled to obtain injunctive relief against the Executive from a court of competent jurisdiction in the event of any breach of any provision of this Agreement, in addition to seeking monetary damages as afforded by paragraph 6 of his Agreement and applicable law.

10. Miscellaneous . Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and shall be deemed to be given when delivered personally or four days after it is mailed by registered or certified mail, postage prepaid, return receipt requested or one day after it is sent by a reputable overnight courier service and, in each case, addressed as follows (or if it is sent through any other method agreed upon by the parties):


If to the Company:		Century Communities, Inc.
		8390 East Crescent Parkway
		Suite 650
		Greenwood Village, CO 80111
		Attn: Chief Executive Officer

With a copy to:		Greenberg Traurig, LLP
		1840 Century Park East
		Suite 1900
		Los Angeles, CA 90067
		Attn: Mark Kelson

If to the Executive:		Dale Francescon
		8390 East Crescent Parkway
		Suite 650
		Greenwood Village, CO 80111

or to such other address as any party hereto may designate by notice to the others.

(b) This Agreement shall constitute the entire agreement among the parties hereto with respect to the Executive’s employment hereunder, and supersedes and is in full substitution for any and all prior understandings or agreements with respect to the Executive’s employment (it being understood that any Restricted Stock shall be governed by the relevant Equity Agreements).

(c) This Agreement may be amended only by an instrument in writing signed by the parties hereto, and any provision hereof may be waived only by an instrument in writing signed by the party or parties against whom or which enforcement of such waiver is sought. The failure of any party hereto at any time to require the performance by any other party hereto of any provision hereof shall in no way affect the full right to require such performance at any time thereafter, nor shall the waiver by any party hereto of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or a waiver of the provision itself or a waiver of any other provision of this Agreement.

(d) The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are

resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both parties hereto and not in favor or against either party.

(e) The parties hereto hereby represent that they each have the authority to enter into this Agreement, and the Executive hereby represents to the Company that the execution of, and performance of duties under, this Agreement shall not constitute a breach of or otherwise violate any other agreement to which the Executive is a party. The Executive hereby further represents to the Company that he will not utilize or disclose any confidential information obtained by the Executive in connection with any former employment with respect to his duties and responsibilities hereunder.

(f) The Executive acknowledges that he has had a full and complete opportunity to consult with counsel and other advisors of his own choosing concerning the terms, enforceability and implications of this Agreement, and that the Company has not made any representations or warranties to the Executive concerning the terms, enforceability or implications of this Agreement other than as reflected in this Agreement.

(g) This Agreement is binding on and is for the benefit of the parties hereto and their respective successors, assigns, heirs, executors, administrators and other legal representatives. Neither this Agreement nor any right or obligation hereunder may be assigned by the Executive.

(h) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume this Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such succession had taken place. As used in the Agreement, the “ Company ” shall mean both the Company as defined above and any such successor that assumes this Agreement, by operation of law or otherwise.

(i) Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this Section 10(i) , be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable.

(j) The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(k) The Company may withhold from any amounts payable to the Executive hereunder all federal, state, city or other taxes that the Company may reasonably determine are

required to be withheld pursuant to any applicable law or regulation (it being understood that the Executive shall be responsible for payment of all taxes in respect of the payments and benefits provided herein).

(l) This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without reference to its principles of conflicts of law.

(m) This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. A facsimile or PDF of a signature shall be deemed to be and have the effect of an original signature.

(n) The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof.

[ Signature Page Follows ]

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


EXECUTIVE:



Name:		Dale Francescon

COMPANY:

CENTURY COMMUNITIES, INC.

By:

Name:		Robert J. Francescon
Title:		Co-Chief Executive Officer

C ENTURY C OMMUNITIES , I NC .

S IGNATURE P AGE TO E MPLOYMENT A GREEMENT

EXHIBIT A

For purposes of the Agreement, “ Change in Control ” shall mean the occurrence of any of the following events:

(a) Any transaction or event resulting in the beneficial ownership of voting securities, directly or indirectly, by any “person” or “group” (as those terms are defined in Sections 3(a)(9), 13(d), and 14(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) and the rules thereunder) having “beneficial ownership” (as determined pursuant to Rule 13d 3 under the Exchange Act) of securities entitled to vote generally in the election of directors (“ voting securities ”) of the Company that represent greater than 35% of the combined voting power of the Company’s then outstanding voting securities (unless the Executive has beneficial ownership of at least 35% of such voting securities), other than any transaction or event resulting in the beneficial ownership of securities:

(i) by a trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any person controlled by the Company or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any person controlled by the Company, or

(ii) by the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company, or

(iii) pursuant to a transaction described in clause (c) below that would not be a Change in Control under clause (c);

(b) Individuals who, as of the Effective Date, constitute the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided, however , that any individual becoming a director subsequent to the date hereof whose election by the Company’s stockholders, or nomination for election by the Board, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an election contest with respect to the election or removal of directors or other solicitation of proxies or consents by or on behalf of a person other than the Board;

(c) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (i) a merger, consolidation, reorganization, or business combination, (ii) a sale or other disposition of all or substantially all of the Company’s assets, or (iii) the acquisition of assets or stock of another entity, in each case, other than a transaction

(i) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the

Exhibit A-1

transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “ Successor Entity ”)) directly or indirectly, greater than 25% of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii) after which no person or group beneficially owns voting securities representing greater than 50% of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (B) as beneficially owning greater than 50% of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or

(d) The approval by the Company’s stockholders of a liquidation or dissolution of the Company.

For purposes of clause (a) above, the calculation of voting power shall be made as if the date of the acquisition were a record date for a vote of the Company’s stockholders, and for purposes of clause (c) above, the calculation of voting power shall be made as if the date of the consummation of the transaction were a record date for a vote of the Company’s stockholders.

Exhibit A-2

EXHIBIT B

FORM OF SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (“Separation Agreement”) is entered into by and between [ ] (the “EXECUTIVE,” a term which includes the EXECUTIVE’s spouse (if any), and all assigns, heirs, and successors in interest) and Century Communities, Inc. (the “COMPANY”, a term which for the purposes of this Separation Agreement includes Century Communities, Inc. or any affiliate or subsidiary thereof), and its owners, officers and shareholders. Pursuant to the mutual promises, covenants and commitments as referenced herein, the parties agree as follows:

1. Termination of Employment . The EXECUTIVE’s employment with the COMPANY ended on [ ] pursuant to the terms of an Employment Agreement between the parties dated [ ] (hereinafter “Employment Agreement”), the terms of which are incorporated herein by reference. Nothing herein shall affect in any way EXECUTIVE’s rights with respect to the ownership or acquisition of any COMPANY stock or securities, options to acquire any COMPANY stock or securities, or any rights EXECUTIVE has as a holder of any stock or securities of the COMPANY.

2. No Admissions . The EXECUTIVE and the COMPANY agree that the entry of the parties into this Separation Agreement is not and shall not be construed to be an admission of liability on the part of any party hereto or hereby released.

3. Adequacy of Consideration . The parties acknowledge and agree that in the Employment Agreement, the COMPANY offered certain severance payments conditioned upon the EXECUTIVE’s execution of this Separation Agreement. The EXECUTIVE acknowledges that the severance payments offered by the COMPANY constitute good and valuable consideration to which the EXECUTIVE would otherwise not be entitled absent his execution of this Separation Agreement.

4. Acknowledgement and Covenants Made by the COMPANY for the Benefit of the EXECUTIVE. In consideration for the promises made by the EXECUTIVE as set forth herein, the COMPANY agrees to pay the EXECUTIVE the conditional severance payments as set forth in Paragraph 6 of the EXECUTIVE’S Employment Agreement.

5. Acknowledgements and Covenants made by the EXECUTIVE for the benefit of the COMPANY . In consideration for the undertakings and promises of the COMPANY as set forth in this Separation Agreement, the EXECUTIVE

acknowledges that he has been or by virtue of this Separation Agreement will be paid all compensation and benefits to which he is legally due;

acknowledges the enforceability of Paragraphs 8 and 9 of his Employment Agreement with the Company and covenants that he has been, currently is, and will continue to be in full compliance with paragraphs 8 and 9 of the Employment Agreement, which by their terms extend beyond and survive the termination of the employment relationship.

Exhibit B-1

Unconditionally releases, discharges, and holds harmless the COMPANY and the COMPANY’s officers, directors, shareholders, employees, agents, attorneys and contractors, (hereinafter referred to collectively as “Releasees”) from each and every claim, cause of action, right, liability or demand of any kind and nature arising from the EXECUTIVE’s relationship with the COMPANY as an employee and officer of the COMPANY, and from any claims which may be derived therefrom (collectively referred to as “claims”), that the EXECUTIVE had, has, or might claim to have against the COMPANY at the time the EXECUTIVE executes this Separation Agreement, including but not limited to any and all claims:

arising from the EXECUTIVE’S employment agreement with the COMPANY, employment, pay, bonuses, employee benefits, and other terms and conditions of employment or employment practices of the COMPANY;

ii.

relating to the termination of the EXECUTIVE’S employment with the COMPANY or the surrounding circumstances thereof;

iii.

relating to payment of any attorneys’ fees for the EXECUTIVE; except for attorneys’ fees that may be provided in connection with a claim covered under the COMPANY’s D&O insurance policy for actions by the EMPLOYEE within the scope of employment and within the coverage of the COMPANY’s D&O insurance policy, or in connection with any indemnification agreement between the EXECUTIVE and the COMPANY for actions by the EXECUTIVE within the scope covered by such agreement.

iv.

based on discrimination on the basis of race, color, religion, sex, pregnancy, national origin, handicap, disability, or any other category protected by law under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 USC § 1981, Executive Order 11246, the Equal Pay Act, the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, as any of these laws may have been amended or any other similar federal, state or local labor, employment or anti-discrimination laws;

the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act;

vi.

based on any contract, tort, whistleblower, personal injury, or wrongful discharge theory; and

vii.

based on any other federal, state or local constitution, regulation, law (statutory or common), or legal theory.

Exhibit B-2

Except as otherwise may be provided in this Separation Agreement, it is understood and agreed that this is a full, complete and final general release of any and all claims described as aforesaid, and that the Parties agree that it shall apply to all unknown, unanticipated, unsuspected and undisclosed claims, demands, liabilities, actions or causes of action, in law, equity or otherwise, as well as those which are now known, anticipated, suspected or disclosed. Notwithstanding the foregoing, the provisions of this Section 5 shall not be deemed to be a release of any claims arising from the EXECUTIVE’s ownership of stock or other equity securities of the COMPANY or any other contractual relationship between the EXECUTIVE and the COMPANY not released under Section 3.c. above, as limited by this paragraph, including, but not limited to, any indemnification agreement or arrangement.

6. EXECUTIVE’s Covenant Not to Sue or Accept Recovery . The EXECUTIVE covenants not to file a lawsuit against the COMPANY or Releasee based on any claim released under this Separation Agreement. Other than unemployment benefits, the EXECUTIVE further covenants not to accept, recover or receive any monetary damages or any other form of relief which may arise out of or in connection with any administrative remedies which may be filed with or pursued against the COMPANY or any Releasee independently by any governmental agency or agencies, whether federal, state or local.

7. No Pending Actions or Claims . To the extent applicable, the EXECUTIVE represents that the EXECUTIVE has not filed any lawsuits against the COMPANY or any Releases at the time the EXECUTIVE executes this Separation Agreement. Further, to the extent applicable, the EXECUTIVE has not suffered any work-related illness or injury that could form the basis of any workers’ compensation or disability claim as of the date the EXECUTIVE executed this Separation Agreement. The EXECUTIVE further agrees that the EXECUTIVE has been paid all compensation due as a result of the EXECUTIVE’s employment with the COMPANY, provided that EXECUTIVE has received all compensation and payments due and owing to the EXECUTIVE under Section 6(a) of the Agreement.

8. Confidentiality . Except as otherwise expressly provided in this paragraph, the parties agree that the terms and conditions of this Separation Agreement are and shall be deemed to be confidential and hereafter shall not be disclosed to any other person or entity. The only disclosures excepted by this paragraph are (a) as may be required by law; (b) the parties may tell prospective employers the dates of the EXECUTIVE’s employment, positions held, the EXECUTIVE’s duties and responsibilities and salary history with the COMPANY; (c) the EXECUTIVE is able to disclose Sections 8 and 9 of the Employment Agreement, as referenced herein, to potential or future employers; (d) the parties may disclose the terms and conditions of this Separation Agreement to their attorneys, accountants, tax advisors, and/or any other person necessary to enforce such terms and conditions; and (e) the parties may disclose the terms and conditions of this Separation Agreement to their respective spouses, if any, provided, however, that the EXECUTIVE makes the EXECUTIVE’s spouse aware of the confidentiality provisions of this paragraph and the EXECUTIVE‘s spouse agrees to keep the terms of this Separation Agreement confidential.

Exhibit B-3

9. No Harassing Conduct .

The EXECUTIVE covenants that the EXECUTIVE shall not undertake any harassing or disparaging conduct directed at the COMPANY or any Releasee and that the EXECUTIVE shall refrain from making any harassing or disparaging statements concerning the Company or any Releasee to any third party.

The COMPANY covenants that the COMPANY shall not undertake any harassing or disparaging conduct directed at the EXECUTIVE and that the COMPANY shall refrain from making any harassing or disparaging statements concerning the EXECUTIVE to any third party.

10. Arbitration . The EXECUTIVE agrees that should a breach of any portion of this Separation Agreement be asserted by the COMPANY, the COMPANY shall be entitled to cease immediately any outstanding payments due to the EXECUTIVE under this Separation Agreement and to recover from the EXECUTIVE any payments made to the EXECUTIVE as liquidated damages. The parties agree to pay their own attorneys’ fees and all other costs and expenses incurred in enforcing this Separation Agreement. All claims to enforce this Separation Agreement shall be settled by arbitration and not by judicial review, and such claims shall be tried before an arbitrator selected through a commercial arbitration service and under the procedures of that service.

11. No Reliance Upon Other Statements . This Separation Agreement is entered into without reliance upon any statement or representation of any party hereto or parties hereby released other than the statements and representations contained in writing in this Separation Agreement, and the terms of the Employment Agreement, incorporated herein by reference.

12. Full and Knowing Waiver . By signing this Separation Agreement, the EXECUTIVE certifies that:

the EXECUTIVE has read and understands this Separation Agreement;

the EXECUTIVE was given at least 21 calendar days from the date this Separation Agreement was initially presented to consider this Separation Agreement before signing this Separation Agreement;

the EXECUTIVE was advised in writing, via this Separation Agreement, to consult with an attorney before signing this Separation Agreement;

the EXECUTIVE agrees to its terms knowingly, voluntarily and without intimidation, coercion or pressure.

13. Revocation of Age Release . The EXECUTIVE may revoke this Separation Agreement within seven (7) calendar days after signing it. To be effective, such revocation must be

Exhibit B-4

received in writing by [ ], Human Resources Director for Century Communities, Inc. at 8390 E. Crescent Parkway, Suite 650, Greenwood Village, CO 80111. Revocation can be made by hand delivery, telegram, facsimile, or postmarking before the expiration date of this seven (7) day period.

14. Acceptance of Separation Agreement . To accept this Separation Agreement, the EXECUTIVE understands that he must sign this Separation Agreement and return an original signed document to [ ], Human Resources Director for Century Communities, Inc. at 8390 E. Crescent Parkway, Suite 650, Greenwood Village, CO 80111.

20. No Application or Reemployment . The EXECUTIVE hereby agrees that he shall not seek reinstatement or apply for future employment with the COMPANY. The EXECUTIVE agrees that any application for reinstatement or for future employment with the COMPANY will be considered void from its inception, and may be summarily rejected by the COMPANY without explanation or liability. In addition, if the EXECUTIVE should be offered or accept a position with the COMPANY, the offer may be withdrawn, or the EXECUTIVE may be terminated immediately, without notice or cause. The EXECUTIVE further agrees that, in the event of such an offer and withdrawal, or hiring and termination, he waives any right to recover damages, seek or obtain equitable remedies, obtain unemployment benefits, claim wrongful termination or breach of contract, and that this Separation Agreement may be used as a defense by the COMPANY in any legal or administrative proceeding.

21. Colorado Law and Venue . The laws of the state of Colorado shall govern this Separation Agreement without regard to choice of law. The parties further understand and agree that, in any legal proceeding arising under this Separation Agreement, venue shall be in Arapahoe County, Colorado.

22. Integration . Should any provision of this Separation Agreement be declared or be determined by any court of competent jurisdiction to be wholly or partially illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining parts, terms, or provisions shall not be affected thereby, and said illegal, unenforceable, or invalid part, term, or provision shall be deemed not to be a part of this Separation Agreement.

23. Entire Agreement . This Separation Agreement, and the references to certain provisions of the Employment Agreement incorporated by reference herein sets forth the entire agreement between the parties hereto and fully supersedes any and all prior or contemporaneous agreements or understandings, written or oral, between the parties pertaining to the subject matter hereof.

[ Remainder of the page intentionally left blank ]

Exhibit B-5

IN WITNESS WHEREOF the undersigned hereunto set their hands to this Separation Agreement on the dates written below.


[Executive Name]						Century Communities, Inc.
(“EXECUTIVE”)						(the “COMPANY”)

						By:

						Its:

Date:						Date:

Exhibit B-6

Exhibit 10.6

EMPLOYMENT AGREEMENT

AGREEMENT, dated as of May 7, 2013 (the “ Agreement ”), between Century Communities, Inc. (the “ Company ”) and Robert J. Francescon (the “ Executive ”).

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1. General .

2. Employment, Duties and Agreements .

3. Compensation .

(a) Death . The Executive’s employment hereunder shall terminate upon his death.

(c) Cause . The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the term “ Cause ” shall mean:

(i) conviction (or a plea of nolo contendere ) by the Executive to a felony;

(ii) acts of fraud, dishonesty or misappropriation committed by the Executive and intended to result in substantial personal enrichment at the expense of the Company;

(iv) a material breach of this Agreement by the Executive which is not cured within thirty (30) days following receipt by the Executive of a Notice of Termination from the Company; or

(v) a breach of Paragraph 8 of this Agreement, which the Executive acknowledges cannot be cured within the meaning of subparagraph (iv) above.

5. Termination Procedure .

6. Termination Payments .

(i) The Company shall pay to the Executive, upon the Date of Termination:

8. Protection of Trade Secrets and Confidential Information .

(e) Acknowledgments of Law . The Executive acknowledges the following provisions of Colorado law, set forth in Colorado Revised Statutes § 8-2-113(2):

any contract for the protection of trade secrets; or

executive and management personnel and officers and employees who constitute professional staff to executive and management personnel.


		If to the Company:		Century Communities, Inc.
				8390 East Crescent Parkway
				Suite 650
				Greenwood Village, CO 80111
				Attn: Chief Executive Officer

		With a copy to:		Greenberg Traurig, LLP
				1840 Century Park East
				Suite 1900
				Los Angeles, CA 90067
				Attn: Mark Kelson

		If to the Executive:		Robert J. Francescon
				8390 East Crescent Parkway
				Suite 650
				Greenwood Village, CO 80111

or to such other address as any party hereto may designate by notice to the others.

(k) The Company may withhold from any amounts payable to the Executive hereunder all federal, state, city or other taxes that the Company may reasonably determine are

(l) This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without reference to its principles of conflicts of law.

(n) The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof.

[ Signature Page Follows ]

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


EXECUTIVE:


Name:		Robert J. Francescon

COMPANY:

CENTURY COMMUNITIES, INC.

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

C ENTURY C OMMUNITIES , I NC .

S IGNATURE P AGE TO E MPLOYMENT A GREEMENT

EXHIBIT A

For purposes of the Agreement, “ Change in Control ” shall mean the occurrence of any of the following events:

(ii) by the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company, or

(iii) pursuant to a transaction described in clause (c) below that would not be a Change in Control under clause (c);

(b) Individuals who, as of the Effective Date, constitute the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election by the Company’s stockholders, or nomination for election by the Board, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an election contest with respect to the election or removal of directors or other solicitation of proxies or consents by or on behalf of a person other than the Board;

Exhibit A-1

(d) The approval by the Company’s stockholders of a liquidation or dissolution of the Company.

Exhibit A-2

EXHIBIT B

FORM OF SEPARATION AGREEMENT AND GENERAL RELEASE

4. Acknowledgement and Covenants Made by the COMPANY for the Benefit of the EXECUTIVE . In consideration for the promises made by the EXECUTIVE as set forth herein, the COMPANY agrees to pay the EXECUTIVE the conditional severance payments as set forth in Paragraph 6 of the EXECUTIVE’S Employment Agreement.

acknowledges that he has been or by virtue of this Separation Agreement will be paid all compensation and benefits to which he is legally due;

Exhibit B-1

arising from the EXECUTIVE’S employment agreement with the COMPANY, employment, pay, bonuses, employee benefits, and other terms and conditions of employment or employment practices of the COMPANY;

ii.

relating to the termination of the EXECUTIVE’S employment with the COMPANY or the surrounding circumstances thereof;

iii.

iv.

the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act;

vi.

based on any contract, tort, whistleblower, personal injury, or wrongful discharge theory; and

vii.

based on any other federal, state or local constitution, regulation, law (statutory or common), or legal theory.

Exhibit B-2

Exhibit B-3

9. No Harassing Conduct .

12. Full and Knowing Waiver . By signing this Separation Agreement, the EXECUTIVE certifies that:

the EXECUTIVE has read and understands this Separation Agreement;

the EXECUTIVE was given at least 21 calendar days from the date this Separation Agreement was initially presented to consider this Separation Agreement before signing this Separation Agreement;

the EXECUTIVE was advised in writing, via this Separation Agreement, to consult with an attorney before signing this Separation Agreement;

the EXECUTIVE agrees to its terms knowingly, voluntarily and without intimidation, coercion or pressure.

13. Revocation of Age Release . The EXECUTIVE may revoke this Separation Agreement within seven (7) calendar days after signing it. To be effective, such revocation must be

Exhibit B-4

[ Remainder of the page intentionally left blank ]

Exhibit B-5

IN WITNESS WHEREOF the undersigned hereunto set their hands to this Separation Agreement on the dates written below.


[Executive Name]						Century Communities, Inc.
(“EXECUTIVE”)						(the “COMPANY”)

						By:

						Its:

Date:						Date:

Exhibit B-6

Exhibit 10.7

DIRECTOR AND OFFICER

INDEMNIFICATION AGREEMENT

This DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (the “ Agreement ”), is made and entered into this day of , 2013, by and among Century Communities, Inc., a Delaware corporation (the “ Company ”), and the undersigned indemnitee (“ Indemnitee ”).

WHEREAS, it is essential to the Company that it be able to retain and attract as directors and officers the most capable individuals available;

WHEREAS, increased corporate litigation has subjected directors and officers to litigation risks and expenses, and the limitations on the availability and terms and conditions of directors and officers liability insurance have made it increasingly difficult for the Company to attract and retain such individuals;

WHEREAS, the Company’s certificate of incorporation (as amended or amended and restated from time to time, the “ Charter ”), provides that a director of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty except to the extent that such exemption or limitation is not permitted by the General Corporation Law of the State of Delaware (the “ DGCL ”);

WHEREAS, the Company’s Bylaws (as amended or amended and restated from time to time, the “ Bylaws ”), require the indemnification of and advancement of expenses to the Company’s directors and officers under certain circumstances;

WHEREAS, under the DGCL, the Bylaws and the Charter are not exclusive and the Company is permitted to make other or additional indemnification and advancement agreements;

WHEREAS, to further promote the Company’s ability to attract and retain qualified individuals to serve as directors and/or officers of the Company, the Company will attempt to maintain directors and officers liability insurance to protect the Company’s directors and officers from certain liabilities;

WHEREAS, the Company desires that the Indemnitee serve and continue to serve as a director and/or officer of the Company;

WHEREAS, to promote the Company’s ability to attract and retain qualified individuals to serve as directors and/or officers of the Company, the Company desires to provide Indemnitee with specific contractual assurance of Indemnitee’s rights to indemnification and advancement of expenses to protect against litigation risks and expenses (regardless, among other things, of any change in the ownership of the Company or the composition of its Board of Directors); and

WHEREAS, Indemnitee is relying upon the rights afforded under this Agreement in accepting service and continuing to serve in Indemnitee’s position as a director and/or officer of the Company.

NOW, THEREFORE, in consideration of the promises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. Definitions .

(a) “ Change in Control ” shall mean (i) any merger, consolidation, share exchange or business combination involving the Company or any of its subsidiary Entities, (ii) a sale, lease, exchange, transfer or other disposition in a single transaction or a series of related transactions, of fifteen percent (15%) or more of the assets of the Company and its subsidiary Entities, taken as a whole, (iii) any issuance, purchase or sale of shares of capital stock or other securities representing fifteen percent (15%) or more of the voting power of the capital stock of the Company or any of its subsidiary Entities, including, without limitation, by way of tender or exchange offer, in a single transaction or a series of related transactions, (iv) any reorganization, recapitalization, liquidation or dissolution of the Company, or (v) any change in the composition of a majority of the Board of Directors of the Company in a single transaction or a series of related transactions, unless, in each case, such transaction described in subsections (i) - (v) hereof was adopted and approved by the members of the Board of Directors of the Company (or new or additional members of the Board of Directors of the Company nominated or approved by such directors) in office at the time of the adoption of this Agreement by the Company.

(b) “ Corporate Status ” describes the status of a person who is serving or has served (i) as a director or officer of the Company, (ii) in any capacity or service with respect to any employee benefit plan of the Company or any one or more of its subsidiary Entities, or (iii) as a director, officer, member, manager, partner, trustee, employee, or agent of any other Entity at the request of the Company.

(c) “ Entity ” shall mean any corporation, partnership (including, without limitation, any general, limited or limited liability partnership), joint venture, trust, enterprise, non-profit entity, limited liability company, trust, foundation, association, organization or other legal entity.

(d) “ Expenses ” shall mean all fees, costs and expenses reasonably incurred in connection with any Proceeding (as defined below, or any claim, issue or matter involved in any Proceeding), including, without limitation, reasonable attorneys’ fees, disbursements and retainers (including, without limitation, any such fees, disbursements and retainers incurred by Indemnitee pursuant to Sections 9 and 11 of this Agreement), fees, costs, expenses and disbursements of experts or expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, travel expenses (including, without limitation, those of experts or expert witnesses, private investigators and professional advisors), duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services and other disbursements and expenses.

(e) “ Liabilities ” shall mean liabilities, judgments, damages, losses, penalties, excise taxes, fines and amounts paid in settlement.

(f) “ Proceeding ” shall mean any threatened, pending or completed claim, action, suit, proceeding, litigation, arbitration, mediation, alternate dispute resolution process, investigation, administrative hearing, or appeal, whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, including, without limitation, a Proceeding initiated by Indemnitee pursuant to Section 11 of this Agreement to enforce Indemnitee’s rights hereunder.

2. Services of Indemnitee . In consideration of the Company’s covenants and obligations hereunder, Indemnitee agrees to serve or continue to serve as a director and/or officer of the Company. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

3. Agreement to Indemnify and Hold Harmless . Subject to the exceptions contained in Section 4 below, if Indemnitee was or is a party or was or is threatened to be made a party to, or was or is otherwise involved (as a deponent, witness or otherwise) in, any Proceeding or any claim, issue or matter involved in any Proceeding by reason of Indemnitee’s Corporate Status, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified and held harmless by the Company against all Expenses and Liabilities actually and reasonably incurred or paid by or on behalf of Indemnitee in connection with such Proceeding or such claim, issue or matter (referred to herein as “ Indemnifiable Expenses ” and “ Indemnifiable Liabilities ,” respectively, and collectively as “ Indemnifiable Amounts ”).

4. Exceptions to Indemnification . Indemnitee shall be entitled to the indemnification provided in Section 3 above in all circumstances other than the following:

(a) If indemnification is sought by Indemnitee under Section 3 and it has been adjudicated finally by a court of competent jurisdiction evidenced by a final nonappealable order that, in connection with any Proceeding or any claim, issue or matter involved in any Proceeding out of which the claim for indemnification hereunder has arisen, (i) Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or (ii) with respect to any criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful, Indemnitee shall not be entitled to indemnification of Indemnifiable Amounts hereunder with respect to such Proceeding or such claim, issue or matter, as applicable;

(b) If indemnification is sought by Indemnitee under Section 3 and it has been adjudicated finally by a court of competent jurisdiction evidenced by a final nonappealable order that Indemnitee is liable to the Company with respect to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status or any claim, issue or matter involved in any such Proceeding out of which the claim for indemnification hereunder has arisen, Indemnitee shall not be entitled to Indemnifiable Expenses hereunder with respect to such Proceeding or such claim, issue or matter, as applicable, unless the Court of Chancery (as defined below) or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which the Court of Chancery or such other court shall deem proper; and

(c) If indemnification is sought by Indemnitee under Section 3 and the Company reasonably determines that indemnification of Indemnitee would violate the securities laws of the United States.

For purposes of this Section 4 , including, without limitation and to the fullest extent permitted by law, the court adjudication contemplated hereby, Indemnitee shall be deemed to have acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or with respect to any criminal Proceeding, without reasonable cause to believe that Indemnitee’s conduct was unlawful, if Indemnitee’s act or omission is based, in good faith, upon (i) the records of the Company, (ii) such information, opinions, reports or statements presented to the Company or its Board of Directors by any of the Company’s officers, employees, directors, committees of the Company’s Board of Directors, legal counsel, professional advisors, experts or any other person as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, and/or (iii) such information, opinions, reports or statements presented to an Entity for which Indemnitee has Corporate Status or such Entity’s officers, employees, directors, committees of such Entity’s Board of Directors, legal counsel, professional advisors, experts or any other person as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of such Entity.

5. Procedure for Indemnification of Indemnifiable Amounts .

(a) Indemnitee shall, following the final adjudication by a court of competent jurisdiction evidenced by a final nonappealable order, submit to the Company a written claim specifying the Indemnifiable Amounts for which Indemnitee seeks indemnification under Section 3 of this Agreement and the basis for such claim. At the reasonable request of the Company, Indemnitee shall furnish such documentation and information as are reasonably available to Indemnitee and necessary to establish that Indemnitee is entitled to indemnification hereunder, and the Company shall pay any Expenses actually and reasonably incurred by Indemnitee in furnishing such documentation and information.

(b) Subject to Section 4 above, the Company shall pay such Indemnifiable Amounts to Indemnitee within thirty (30) calendar days after receipt of such written claim.

6. Indemnification for Expenses of a Participant . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a participant (as a deponent, witness or otherwise) in any Proceeding to which Indemnitee was or is not a party or was or is not threatened to be made a party, the Indemnitee shall be indemnified as provided in Section 3 hereof.

7. Indemnification for Expenses of a Party Who is Wholly or Partly Successful .

(a) Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to and was or is successful, on the merits or otherwise, as to any Proceeding or any claim, issue or matter involved in any Proceeding, Indemnitee shall be

indemnified against all Expenses actually and reasonably incurred with respect to such Proceeding or such claim, issue or matter, as applicable. In furtherance and not in limitation of the foregoing, and by way of further explanation, if Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters involved in such Proceeding, the Company shall indemnify Indemnitee against all Expenses with respect to each successfully resolved claim, issue or matter.

(b) For purposes of this Section 7 , “successful” shall, to the fullest extent permitted by law, include, but not be limited to, (i) a termination, withdrawal or dismissal (with or without prejudice) of any Proceeding or any claim, issue or matter involved in any Proceeding, without any express finding of liability or guilt against Indemnitee, (ii) the expiration of 120 days after the making of any claim or threat of any Proceeding without the institution of same and without the entering into of any settlement or compromise with respect to such claim or threat, or (iii) the entering into of any settlement or compromise with respect to any Proceeding or any claim, issue or matter involved in any Proceeding pursuant to which Indemnitee is obligated to pay or is found liable for an amount less than $15,000.

8. Effect of Certain Resolutions; Waiver of Right of Contribution Against Indemnitee . Neither the termination of any Proceeding or any claim, issue or matter involved in any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, nor the failure of the Company to award indemnification or to determine that indemnification is payable, shall create a presumption that Indemnitee is not entitled to indemnification hereunder. The Company hereby waives, to the fullest extent permitted by law, any right of contribution that it may have against Indemnitee with respect to any Proceeding or any claim, issue or matter involved in any Proceeding in which the Company and Indemnitee are jointly liable.

9. Agreement to Advance Expenses; Conditions . The Company shall pay to Indemnitee all Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding or any claim, issue or matter involved in any Proceeding, including, without limitation, a Proceeding by or in the right of the Company and a Proceeding to enforce indemnification and advancement rights under this Agreement, in advance of the final disposition of such Proceeding or such claim, issue or matter, if Indemnitee furnishes the Company with a written undertaking to repay the amount of such Expenses advanced to Indemnitee if it is finally determined by a court of competent jurisdiction evidenced by a final nonappealable order that Indemnitee is not entitled under this Agreement to indemnification with respect to such Expenses. To the fullest extent permitted by applicable law, such undertaking shall be an unlimited general obligation of Indemnitee, shall be accepted by the Company without regard to the financial ability of Indemnitee to make repayment, and shall in no event be required to be secured.

10. Procedure for Advancement of Expenses . Indemnitee shall submit to the Company a written claim specifying the Expenses for which Indemnitee seeks advancement under Section 9 of this Agreement, and the basis for such claim, together with documentation evidencing that Indemnitee has actually and reasonably incurred such Expenses. The Company shall advance such Expenses to Indemnitee or on behalf of Indemnitee within thirty (30) calendar days after receipt of such written claim and documentation.

11. Remedies of Indemnitee .

(a) Right to Petition Court . In the event that Indemnitee submits to the Company a written claim for indemnification of Indemnifiable Amounts under Sections 3 and 5 above or submits to the Company a written claim for advancement of Expenses under Sections 9 and 10 above, and the Company fails to make such indemnification or advancement, as applicable, pursuant to the terms of this Agreement, Indemnitee may petition the Court of Chancery of the State of Delaware (the “ Court of Chancery ”), to enforce the Company’s obligations under this Agreement.

(b) Burden of Proof . In any judicial proceeding brought under Section 11(a) above, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification of Indemnifiable Liabilities or Indemnifiable Expenses, as applicable, hereunder.

(c) Expenses . The Company agrees to reimburse Indemnitee in full for any Expenses actually and reasonably incurred by Indemnitee in connection with investigating, preparing for, litigating, defending, prosecuting or settling any judicial proceeding brought by Indemnitee under Section 11(a) above, except where such judicial proceeding or any claim, issue or matter involved therein is adjudicated finally by a court of competent jurisdiction evidenced by a final nonappealable order in favor of the Company.

(d) Validity of Agreement . The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 11(a) above, that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient consideration for this Agreement and shall stipulate in such court that the Company is bound by all the provisions of this Agreement.

(e) Failure to Act Not a Defense . The failure of the Company (including, without limitation, its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the indemnification of Indemnifiable Amounts shall not be a defense in any action brought under Section 11(a) above, and shall not create a presumption that such indemnification is not permissible hereunder.

12. Notice By Indemnitee; Defense of the Underlying Proceeding .

(a) Notice by Indemnitee . Indemnitee agrees to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or any claim, issue or matter involved in any Proceeding which may result in the indemnification of Indemnifiable Amounts or the advancement of Expenses hereunder; provided , however , that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive indemnification of Indemnifiable Amounts or advancements of Expenses hereunder, except to the extent the Company’s ability to defend in such Proceeding or such claim, issue or matter is materially prejudiced thereby.

(b) Defense by Company . Subject to the provisions of the last sentence of this Section 12(b) and of Section 12(c) below, the Company shall have the right to defend Indemnitee in any Proceeding or any claim, issue or matter involved in any Proceeding which may give rise

to the indemnification of Indemnifiable Amounts hereunder; provided , however , that the Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of the Company’s receipt of notice of any such Proceeding or such claim, issue or matter under Section 12(a) above. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding or such claim, issue or matter, which release shall be in form and substance reasonably satisfactory to Indemnitee. This Section 12(b) shall not apply to a Proceeding or any claim, issue or matter involved in a Proceeding brought by Indemnitee under Section 11(a) above or pursuant to Section 20 below.

(c) Indemnitee’s Right to Counsel . Notwithstanding the provisions of Section 12(b) above, (i) if in a Proceeding or a claim, issue or matter involved in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (A) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to any issue which are inconsistent with the position of other defendants in such Proceeding or such claim, issue or matter, or (B) a conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (ii) if the Company fails to assume the defense of such Proceeding or such claim, issue or matter in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel, which shall represent other persons similarly situated, of Indemnitee’s and such other persons’ choice and reasonably acceptable to the Company at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other Entity or individual takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding or any claim, issue or matter involved in any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, except with respect to any Proceeding or any claim, issue or matter involved in any Proceeding that is resolved in favor of the Company, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Company, to represent Indemnitee in connection with any such matter.

(d) Consent to Judgment or Settlement or Compromise by Indemnitee . Indemnitee shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), consent to the entry of any judgment against Indemnitee or consent to or enter into any settlement or compromise with respect to any Proceeding or any claim, issue or matter involved in any Proceeding with respect to which the Company may have indemnification or advancements obligations to Indemnitee hereunder. The Company shall have no obligation to indemnify Indemnitee under this Agreement with respect to any Proceeding or any claim, issue or matter involved in any Proceeding for which a judgment, settlement or compromise is consented to or entered into by Indemnitee without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed).

13. Representations and Warranties of the Company . The Company hereby represents and warrants to Indemnitee as follows:

(a) Authority . The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company.

(b) Enforceability . This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally or equitable principles.

14. Insurance . The Company shall cover Indemnitee under any insurance policy secured for the directors and officers of the Company or other Entity for which Indemnitee has Corporate Status.

15. Contract Rights Not Exclusive . The rights to indemnification of Indemnifiable Amounts and advancement of Expenses provided by this Agreement shall be in addition to, but not exclusive of, any other rights which Indemnitee may have at any time under applicable law or the Charter or Bylaws, or any other agreement, vote of stockholders or directors (or a committee of directors), or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity as a result of Indemnitee’s serving as a director and/or officer of the Company.

16. Successors . This Agreement shall be (a) binding upon all successors and assigns of the Company (including, without limitation, to the fullest extent permitted by law, any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law), and (b) binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. To the fullest extent permitted by applicable law, the Company shall cause any successor to the business, stock and/or assets of the Company (whether by operation of law or otherwise) to assume and agree to perform this Agreement in the same manner as if no such succession had taken place. This Agreement shall continue for the benefit of Indemnitee and the heirs, personal representatives, executors and administrators of Indemnitee after Indemnitee has ceased to have Corporate Status.

17. Other Sources; Subrogation . The Company’s obligation to indemnify or advance Expenses to Indemnitee, if any, hereunder shall be reduced by the amount Indemnitee may receive, as indemnification or advancement of Expense from any other Entity or individual or any insurance policy. In the event of any indemnification of Indemnifiable Amounts or advancement of Expenses by the Company under this Agreement, the Company shall, to the fullest extent permitted by law, be subrogated to the extent of such indemnification or advancement to all of the rights of contribution or recovery of Indemnitee against other Entities or individuals and have a right of contribution against such other Entities or individuals, and, in furtherance thereof, Indemnitee shall take, at the request of the Company, all reasonable action necessary to secure such rights, including, without limitation, securing the execution and

delivery by such other Entities or individuals of an agreement as to the division of indemnification and advancement liabilities as between such other Entities or individuals and the Company, in a manner reasonably acceptable to the Company prior to the payment by the Company of any such Indemnifiable Amounts or Expenses and/or the execution and delivery of such documents as are reasonably necessary to enable the Company to bring suit to enforce such rights.

18. Governing Law; Change in Law; Jurisdiction . This Agreement shall be governed by and construed and enforced under the laws of the State of Delaware, without giving effect to the provisions thereof relating to conflicts of law. To the fullest extent permitted by applicable law, the parties hereto (i) irrevocably submit to the exclusive personal jurisdiction of the Court of Chancery, and (ii) waive any claim of improper venue or any claim that the Court of Chancery is an inconvenient forum in any action to interpret, apply, or enforce the provisions of this Agreement or the rights, obligations or liabilities of the parties hereto. To the fullest extent permitted by applicable law, the parties hereby agree that the mailing of process and other papers in connection with any such proceeding in the manner provided in Section 22 below or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

19. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application to the minimum extent necessary to make such provision or clause valid, legal and enforceable, and the remaining provisions and clauses of this Agreement shall remain fully enforceable and binding on the parties.

20. Indemnitee as Plaintiff . Except as provided in Section 11 above and in the next sentence, Indemnitee shall not be entitled to indemnification of Indemnifiable Amounts or advancement of Expenses with respect to any Proceeding or any claim, issue or matter involved in any Proceeding brought by Indemnitee against the Company, any Entity which the Company controls, or any director or officer of the Company or any such Entity, prior to a Change in Control, unless the commencement of such Proceeding or such claim, issue or matter by Indemnitee was authorized in the specific case by the Board of Directors of the Company. This Section 20 shall not apply to (i) affirmative defenses asserted by Indemnitee or any compulsory counterclaims required to be made by Indemnitee in any Proceeding or with respect to any claim, issue or matter involved in any Proceeding brought against Indemnitee, or (ii) any Proceeding or any claim, issue or matter involved in any Proceeding brought by Indemnitee against the Company, any Entity which the Company controls, or any director or officer of the Company or any such Entity, from and after a Change in Control.

21. Modifications and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. Notwithstanding any other provision of this Agreement or any provision of law to the contrary, to the fullest extent permitted by law, no supplement, modification or amendment of this Agreement shall adversely affect any right or protection of Indemnitee in respect of any act or omission occurring prior to the time of such supplement, modification or amendment. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.

22. General Notices . All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered by hand, (ii) when transmitted by facsimile and receipt is acknowledged, or (iii) if mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, in each case, to such address as may have been furnished by either party to the other.

23. Termination . This Agreement shall terminate as of the later of (i) ten (10) years after Indemnitee ceases to serve as a director and/or officer of the Company, or (ii) one (1) year after the final adjudication by a court of competent jurisdiction evidenced by a final non-appealable order with respect to any Proceeding or any claim, issue or matter involved in any Proceeding in respect of which Indemnitee is granted rights of indemnification or advancement of expenses hereunder.

[Signature Page Follows]

Exhibit 10.7

IN WITNESS WHEREOF, the parties hereto have executed this Director and Officer Indemnification Agreement as of the date first above written.

THE COMPANY:

CENTURY COMMUNITIES, INC.

Name:

Title:

INDEMNITEE:

[Name]

[S IGNATURE P AGE TO D IRECTOR AND O FFICER I NDEMNIFICATION A GREEMENT ]

Exhibit 10.8

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “ Agreement ”) is made and entered into as of May 7, 2013 (the “ Effective Date ”) by and among Century Communities, Inc., a Delaware corporation (the “ Company ”), and Dale Francescon, an individual and Robert Francescon, an individual (each, an “ Indemnitor ,” and collectively, the “ Indemnitors ”). Each of the Company and the Indemnitors may herein be referred to as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS, the Company’s predecessor-in-interest, Century Communities Colorado, LLC, a Colorado limited liability company (“ Century LLC ”), entered into that certain Guaranty Agreement (the “ Guaranty ”), dated as of November 30, 2011, for the benefit of Commerce Bank, pursuant to which it guaranteed to Commerce Bank the full and prompt payment of all monetary obligations of Regency at Ridgegate, LLC, a Colorado limited liability company (“ Borrower ”) to Commerce Bank pursuant to that certain Promissory Note in the maximum principal amount of $22,200,000, dated November 30, 2011, by Borrower in favor of Commerce Bank, that certain Loan Agreement, dated as of November 30, 2011, by and among Commerce Bank, Borrower, and Century LLC (the “ Loan Agreement ”), or any of the other Loan Documents (as defined in the Loan Agreement);

WHEREAS, on April 30, 2013, Century LLC converted into the Company and in connection therewith, the Company assumed, among other obligations, the obligations of Century LLC pursuant to the Guaranty; and

WHEREAS, the Indemnitors and the Company have agreed to enter into this Agreement, pursuant to which the Indemnitors will agree to jointly and severally indemnify the Company with respect to any obligations arising from or related to the Guaranty.

AGREEMENT

NOW, THEREFORE, in consideration of the premises, the mutual covenants set forth in this Agreement, and other good and valuable consideration, the Parties hereto agree as follows:

1. Definitions . In this Agreement, the following terms shall have the following meanings:

“ Affiliate ” means any Person, which directly or indirectly, is in control of, is controlled by, or is under common control with a Party for whom an Affiliate is being determined. For purposes hereof, control of a Person means the power, direct or indirect, to (a) vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors (or comparable positions) of such Person, or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise and either alone or in conjunction with others.

“ Guaranty Claims ” means any claims of any nature whatsoever alleged, asserted, or held by Commerce Bank arising out of the Guaranty.

“ Indemnified Parties ” means the Company and its Affiliates and all of their respective Representatives, and “ Indemnified Party ” means any one of them.

“ Person ” means any individual, partnership, corporation, trust, pension plan, unincorporated association, joint venture, government, governmental entity, or other entity or organization.

“ Representative ” means and includes, with respect to each Party to this Agreement, each shareholder, director, officer, manager, constituent member, constituent partner, trustor, beneficiary, trustee, successor-in-interest, predecessor-in-interest, affiliate, employee, agent, attorney or other representative of such Party, expressly excluding however, each other Party to this Agreement.

2. Indemnification . The Indemnitors hereby agree, jointly and severally, to indemnify, defend and hold harmless each Indemnified Party from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, and expenses of whatever kind (including attorneys’ fees and related costs) that are incurred by such Indemnified Party (collectively, “ Losses ”), arising out of or resulting from, or relating in any way to, any and all Guaranty Claims.

3. Procedure for Indemnification . In order to obtain indemnification pursuant to this Agreement, the Indemnified Party shall submit to the Indemnitors a written request therefor (a “ Claim Notice ”), including in such Claim Notice (a) such documentation and information with respect to the Losses as is available to the Indemnified Party, and (b) the Indemnified Party’s wire transfer instructions. Within ten (10) business days after receipt of the Claim Notice, the Indemnitors shall pay to the Indemnified Party an amount equal to such Losses via wire transfer of immediately available funds. If the Indemnitors shall fail or refuse to tender any amounts due to an Indemnified Party under this Agreement within ten (10) business days after receipt of a Claim Notice, then the Indemnified Party may institute legal action to recover such amounts from the Indemnitors and shall be entitled to recover all costs and expenses (including attorneys’ fees and related costs) incurred in collecting such amounts from the Indemnitors.

4. Waivers .

(a) Each Indemnitor hereby waives each and every defense which, under principles of guarantee or suretyship law, would otherwise operate to impair or diminish the liability of such Indemnitor hereunder.

(b) Each Indemnitor hereby waives notice of (i) acceptance of this Agreement by the other Indemnitor, (ii) any extension of time for a payment or of any amount due, and (iii) demand for payment, default, non-payment, presentment and protest as to any obligation.

(c) The liability of each Indemnitor hereunder will be unaffected by any amendment or modification of the provisions of, or any extensions of time for payment, performance or observance of, the Note, the Loan Agreement, the Guaranty, or the other Loan Documents.

(d) No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

5. No Election of Remedies . This Agreement is intended to be in addition to, and shall not limit, any right any Indemnified Party may have against any Indemnitor arising under or as a result of any agreement, statute or otherwise arising at law or equity. Any Indemnified Party’s election to proceed to enforce its rights under this Agreement shall not be deemed an election of remedies and shall not in any way prejudice such Indemnified Party’s rights under or as a result of any agreement, any statute or otherwise at law or equity.

6. Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

7. Severability . The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

8. Amendment . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all Parties.

9. Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

10. Notices . Any notices required hereunder shall be in writing, shall be transmitted by reputable overnight courier or by registered or certified mail, postage prepaid, return receipt requested, and shall be deemed given on the date of delivery, if sent by overnight courier, or on a date which is three (3) business days following the date when deposited in the United States Postal Service, if sent by mail, addressed to the parties as follows:


If to the Company:		Century Communities, Inc.
		8390 East Crescent Parkway, Suite 650
		Greenwood Village, CO 80111
		Attn: Robert Francescon
		Facsimile No.: (303) 770-8320

With a copy to:		Greenberg Traurig, LLP
		1840 Century Park East, Suite 1900
		Los Angeles, CA 90067
		Attn: Mark Kelson, Esq.
		Facsimile No.: (310) 586-7800

If to the Indemnitors:		Dale Francescon
		8390 East Crescent Parkway, Suite 650
		Greenwood Village, CO 80111
		Facsimile: (303) 770-8320

		Robert Francescon
		8390 East Crescent Parkway, Suite 650
		Greenwood Village, CO 80111
		Facsimile: (303) 770-8320

11. Facsimile and Electronic Copies . A facsimile or electronic copy of this Agreement shall be binding upon each Party hereto, if the original copy from which the facsimile or electronic version was sent was executed by an authorized officer of said Party, and said facsimile or electronic copy shall constitute written evidence of the agreement herein set forth, duly admissible in any legal proceeding pertaining thereto in the same manner and with the same effect as an original copy.

12. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signatures on Following Page]

IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement as of the date first set forth above.


INDEMNITORS:



Dale Francescon



Robert Francescon

COMPANY:

CENTURY COMMUNITIES, INC., a Delaware corporation

By:

	Name:	Dale Francescon
	Title:	Co-Chief Executive Officer

Indemnification Agreement

Signature Page

Exhibit 10.9

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of May 7, 2013, among Century Communities, Inc., a Delaware corporation (together with any successor entity thereto, the “ Company ”), the Management Holders set forth on the signature page hereto and FBR Capital Markets & Co., a Delaware corporation, as the initial purchaser/placement agent (“ FBR ”) for the benefit of FBR, the purchasers of the Company’s common stock, $0.01 par value per share (the “ Common Stock ”), as participants (“ Participants ”) in the private placement by the Company of shares of its Common Stock contemplated by the Purchase/Placement Agreement described below, and the direct and indirect transferees of FBR and each of the Participants.

This Agreement is made pursuant to the Purchase/Placement Agreement (the “ Purchase/Placement Agreement ”), dated as of April 30, 2013, between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 10,500,000 shares of Common Stock (plus an additional 1,575,000 shares of Common Stock to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution and delivery of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.

The parties hereby agree as follows:

1.	*Definitions*

As used in this Agreement, the following terms shall have the following meanings:

Accredited Investor Shares: Shares initially sold by the Company to “accredited investors” (within the meaning of Rule 501(a) promulgated under the Securities Act) as Participants pursuant to the Purchase/Placement Agreement.

Affiliate: As to any specified Person, (i) any Person directly or indirectly owning, controlling or holding, with power to vote, ten percent or more of the outstanding voting securities of such other Person, (ii) any Person, ten percent or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with power to vote, by such other Person, (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person, (iv) any executive officer, director, trustee or general partner of such Person and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. An indirect relationship shall include circumstances in which a Person’s spouse, children, parents, siblings or mother, father, sister- or brother-in-law share the same household with such Person or has the described relationship with such Person.

Agreement: As defined in the preamble hereof.

Board of Directors: As defined in Section 6(a) hereof.

Business Day: With respect to any act to be performed hereunder, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York or other applicable places where such act is to occur are authorized or obligated by applicable law, regulation or executive order to close.

Closing Date: May 7, 2013 or such other time or such other date as FBR and the Company may agree.

Commission: The Securities and Exchange Commission.

Common Stock: As defined in the preamble hereof.

Company: As defined in the preamble hereof.

Controlling Person: As defined in Section 7(a) hereof.

End of Suspension Notice: As defined in Section 6(b) hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission pursuant thereto.

FBR: As defined in the preamble hereof.

FINRA: The Financial Industry Regulatory Authority, formerly the National Association of Securities Dealers, Inc.

Holder: Each record owner of any Registrable Shares from time to time, including FBR and its Affiliates to the extent FBR or any such Affiliate holds any Registrable Shares.

Indemnified Party: As defined in Section 7(c) hereof.

Indemnifying Party: As defined in Section 7(c) hereof.

IPO Registration Statement: As defined in Section 2(b) hereof.

Issuer Free Writing Prospectus: As defined in Section 2(c) hereof.

JOBS Act: The Jumpstart Our Business Startups Act, as amended, and the rules and regulations promulgated by the Commission thereunder.

Liabilities: As defined in Section 7(a) hereof.

Management Holders: Each record owner of any Management Shares from time to time, which as of the date hereof is DARO Ventures, LLC and DARO Ventures II, LLC, each of which are wholly and exclusively owned by Dale Francescon and Robert Francescon.

Management Shares: All shares of Common Stock that are issued and outstanding and held by the Management Holders as of the date hereof, including upon the direct or indirect transfer thereof by the original holder, the equity holder of a Management Holder (or the issuance of any securities or ownership interest in a Management Holder) or any subsequent holder thereof and any shares or other securities issued in respect of such Management Shares by reason of or in connection with any stock dividend, stock distribution, stock split, purchase in any rights offering or in connection with any exchange for or replacement of such Management Shares or any combination of shares, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the Common Stock.

No Objections Letter: As defined in Section 5(t) hereof.

Nominee: As defined in Section 3(c) hereof.

Participants: As defined in the preamble hereof.

Person: An individual, partnership, corporation, trust, limited liability company, unincorporated organization, government or agency or political subdivision thereof, or any other legal entity.

Proceeding: An action (including a class action), claim, suit or proceeding (including without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or, to the knowledge of the Person subject thereto, threatened.

Prospectus: The prospectus included in any Registration Statement, including any preliminary prospectus at the “time of sale” within the meaning of Rule 159 under the Securities Act and all other amendments and supplements to any such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference, if any, in such prospectus.

Purchase/Placement Agreement: As defined in the preamble hereof.

Purchaser Indemnitee: As defined in Section 7(a) hereof.

Registrable Shares: The Rule 144A Shares, the Accredited Investor Shares, the Regulation S Shares, upon original issuance thereof, and at all times subsequent thereto, including upon the transfer thereof by the original holder or any subsequent holder and any shares or other securities issued in respect of such Registrable Shares by reason of or in connection with any stock dividend, stock distribution, stock split, purchase in any rights offering or in connection with any exchange for or replacement of such Registrable Shares or any combination of shares, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the Common Stock, until, in the case of any such Rule 144A Share, Accredited Investor Share or Regulation S Share, the earliest to occur of (i) the date on which the resale of such shares has been registered pursuant to the Securities Act and such shares have been disposed of in accordance with the Registration Statement filed in connection therewith,

(ii) in the event the Company is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the date on which such shares have been transferred pursuant to Rule 144 (or any similar provision then in effect) or (iii) the date on which it is sold to the Company or ceases to be outstanding.

Registration Default : As defined in Section 2(f) hereof.

Registration Expenses: Any and all fees and expenses incident to the Company’s and FBR’s performance of or compliance with this Agreement, including, without limitation: (i) all Commission, securities exchange, FINRA or other registration, listing, inclusion and filing fees; (ii) all fees and expenses incurred in connection with compliance with international, federal or state securities or blue sky laws (including, without limitation, any registration, listing and filing fees and fees and disbursements of counsel in connection with blue sky qualification of any of the Registrable Shares and the preparation of a blue sky memorandum and compliance with the rules of FINRA); (iii) all expenses in preparing or assisting in preparing, word processing, duplicating, printing, delivering and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements, certificates and any other documents relating to the performance under and compliance with this Agreement; (iv) all fees and expenses incurred in connection with the listing or inclusion of any of the Registrable Shares on any securities exchange pursuant to Section 5(n) of this Agreement; (v) the fees and disbursements of counsel for the Company and of the independent registered public accounting firm of the Company (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to the performance of this Agreement); (vi) reasonable fees and disbursements of Gibson, Dunn & Crutcher LLP, or one such other counsel, reasonably acceptable to the Company, for FBR and (if possible) the Holders, selected by FBR; (vii) if one counsel is prevented from representing both FBR and the Holders, reasonable fees and disbursements of one other counsel, reasonably acceptable to the Company, for the Holders, selected by the Holders holding a majority of the Registrable Shares (counsel representing the Holders, “ Selling Holders’ Counsel ”); and (viii) any fees and disbursements customarily paid in issues and sales of securities (including the fees and expenses of any experts retained by the Company in connection with any Registration Statement); provided, however , that Registration Expenses shall exclude brokers’ or underwriters’ discounts and commissions, if any, relating to the sale or disposition of Registrable Shares by a Holder.

Registration Statement: Any registration statement of the Company filed or confidentially submitted with the Commission under the Securities Act that covers the resale of Registrable Shares pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement.

Regulation S: Regulation S (Rules 901-905) promulgated by the Commission under the Securities Act, as such rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such regulation.

Regulation S Shares: Shares initially resold by FBR pursuant to the Purchase/Placement Agreement to “non-U.S. persons” (in accordance with Regulation S) in an “offshore transaction” (in accordance with Regulation S).

Rule 144: Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 144A: Rule 144A promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 144A Shares: Shares initially resold by FBR pursuant to the Purchase/Placement Agreement to “qualified institutional buyers” (as such term is defined in Rule 144A).

Rule 158: Rule 158 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 159: Rule 159 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 405: Rule 405 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 415: Rule 415 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 424: Rule 424 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 429: Rule 429 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 433: Rule 433 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder.

Selling Holders’ Counsel: As defined in clause (vi) of the definition of Registration Expenses.

Shares: The shares of Common Stock being offered and sold pursuant to the terms and conditions of the Purchase/Placement Agreement.

Shelf Registration Statement: As defined in Section 2(a) hereof.

Special Election Meeting: As defined in Section 3(a) hereof.

Suspension Event: As defined in Section 6(b) hereof.

Suspension Notice: As defined in Section 6(b) hereof.

Trigger Date: As defined in Section 3(a) hereof.

Underwritten Offering : A sale of securities of the Company to an underwriter or underwriters for re-offering to the public.

2.	*Registration Rights*

(a) Mandatory Shelf Registration. As set forth in Section 5 hereof, the Company agrees to file with the Commission as soon as reasonably practicable following the date of this Agreement, and in any event by December 31, 2013, a shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the Company providing for the resale of any Registrable Shares pursuant to Rule 415 from time to time by the Holders (a “ Shelf Registration Statement ”). The Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the initial filing thereof. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable Shares.

(b) IPO Registration. If the Company proposes to file a registration statement on Form S-1 or such other form under the Securities Act providing for the initial public offering of shares of Common Stock (the “ IPO Registration Statement ”), the Company will notify in writing each Holder of the filing within five (5) Business Days after the initial filing and afford each Holder an opportunity to include in the IPO Registration Statement all or any part of the Registrable Shares then held by such Holder. Each Holder desiring to include in the IPO Registration Statement all or part of the Registrable Shares held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in the IPO Registration Statement. Any election by any Holder to include any Registrable Shares in the IPO Registration Statement will not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement.

(i) Right to Terminate IPO Registration . The Company shall have the right to terminate or withdraw the IPO Registration Statement initiated by it and referred to in this Section 2(b) prior to the effectiveness of the IPO Registration Statement whether or not any Holder has elected to include Registrable Shares in such registration; provided, however , that the Company must provide each Holder that elected to include any Registrable Shares in the IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective within ninety (90) days following the initial filing of the IPO Registration Statement, unless a road show for the Underwritten Offering pursuant to the IPO Registration Statement is actually in progress at such time, the Company shall promptly provide a new written notice to all Holders giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration Statement. Each Holder receiving such notice shall have the same election rights afforded such Holder as described in clause (b) above.

(ii) Selection of Underwriter . The Company shall have the sole right to select the managing underwriter(s) for its initial public offering, regardless of whether any Registrable Shares are included in the IPO Registration Statement or otherwise.

(iii) Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided, however , that, if the Company files an IPO Registration Statement before the effective date of the Shelf Registration Statement and the Company has used or is using commercially reasonable efforts to pursue the completion of such initial public offering, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until up to sixty (60) days after the closing date of its initial public offering pursuant to the IPO Registration Statement. Notwithstanding any other provision in this Agreement, nothing in this Section 2(b)(iii) shall affect the Company’s obligation to hold a Special Election Meeting as provided in Section 3 hereof.

(c) Issuer Free Writing Prospectus . The Company represents and agrees that, unless it obtains the prior consent of Selling Holders’ Counsel or the consent of the managing underwriter in connection with any Underwritten Offering of Registrable Shares, and each Holder represents and agrees that, unless it obtains the prior consent of the Company and any such underwriter, it will not make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 (an “ Issuer Free Writing Prospectus ”), or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. The Company represents that any Issuer Free Writing Prospectus will not include any information that conflicts with the information contained in any Registration Statement or the

related Prospectus, and any Issuer Free Writing Prospectus, when taken together with the information in such Registration Statement and the related Prospectus, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d) Underwriting . The Company shall advise all Holders of the lead managing underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Shares to be included in the IPO Registration Statement pursuant to Section 2(b) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the terms of such underwriting, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement; provided , however , that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder and such Holder’s intended method of distribution and any other representation required by law or reasonably requested by the underwriters. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares to be included, then the managing underwriter(s) may exclude shares (including Registrable Shares) from the IPO Registration Statement and the related Underwritten Offering, and any shares included in the IPO Registration Statement and the related Underwritten Offering shall be allocated first , to the Company, and second , to each of the Holders requesting inclusion of their Registrable Shares in the IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided , however , that the number of Registrable Shares to be included in the IPO Registration Statement shall not be reduced unless all other securities of the Company held by (i) officers, directors, other employees and consultants of the Company and (ii) other holders of the Company’s capital stock with registration rights that are inferior (with respect to such reduction) to the registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration; provided , further , however , that Holders of Registrable Shares shall be permitted to include Registrable Shares comprising at least 25% of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement.

By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such Registrable Shares shall be deemed to have agreed not to effect any public sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during such periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and one hundred eighty (180) days following the effective date of the IPO Registration Statement) by the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other registration.

If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(e) Expenses . The Company shall pay all Registration Expenses in connection with the registration of the Registrable Shares pursuant to this Agreement. Each Holder participating in a registration pursuant to this Section 2 shall bear such Person’s proportionate share (based on the total number of Registrable Shares sold in such registration) of all discounts and commissions payable to underwriters or brokers and all transfer taxes and transfer fees in connection with a registration of Registrable Shares pursuant to this Agreement.

(f) Penalty Provision . If the Company does not file a Registration Statement registering the resale of the Registrable Shares by December 31, 2013, other than as a result of the Commission being unable to accept such filings (a “ Registration Default ”), then each of Dale Francescon and Robert Francescon, if employed by the Company and at any time is owed an annual and/or discretionary bonus with respect to services performed in 2013, whether under an employment agreement with the Company, a bonus plan or any other bonus arrangement, including any bonus compensation for which payment would otherwise be deferred until after that fiscal year, shall forfeit fifty percent (50%) of the amount that would otherwise be payable to him or her in respect of such bonus, and shall thereafter forfeit an additional ten percent (10%) of the amount that would otherwise be payable to him or her in respect of such bonus for each complete calendar month any such Registration Default continues after December 31, 2013 until the Shelf Registration Statement is filed. The Company acknowledges and agrees that that no bonuses, compensation, awards, equity compensation or other amounts shall be payable or granted in lieu of or to make Dale Francescon and Robert Francescon whole for any such forfeited bonuses.

(g) Management Bonus for Timely Filing of Registration Statement. If the Company files a Shelf Registration Statement registering the resale of the Registrable Shares and the Commission declares such Shelf Registration Statement effective on or before June 30, 2014, then each of Dale Francescon and Robert Francescon, if he is then employed by the Company, shall be paid a bonus by the Company of $250,000, which bonus shall be payable within 30 days of the effectiveness of such Registration Statement.

(h) JOBS ACT Submissions . For purposes of this Agreement, if the Company elects to confidentially submit a draft of the Shelf Registration Statement with the Commission pursuant to the JOBS Act, the date on which the Company makes such confidential submission will be deemed the initial filing date of such Shelf Registration Statement.

3.	*Special Election Meeting.*

(a) Unless (i) a Registration Statement registering the resale of the Registrable Shares has been declared effective by the Commission, and (ii) the Registrable Shares have been listed for trading on a national securities exchange, on or before June 30, 2014 (the “ Trigger Date ”), a

special meeting of stockholders (the “ Special Election Meeting ”) shall be called in accordance with the Bylaws of the Company. The Special Election Meeting shall occur as soon as possible following the Trigger Date but in no event more than thirty (30) days after the Trigger Date.

(b) Purposes of Meeting . The Special Election Meeting shall be called solely for the purposes of: (i) considering and voting upon proposals to remove each then-serving director of the Company; and (ii) electing such number of directors as there are then vacancies on the Board of Directors of the Company (including any vacancies created by the removal of any director pursuant to this Section 3(b)).

(c) Nominations . Nominations of individuals for election to the Board of Directors of the Company at the Special Election Meeting may only be made (i) by or at the direction of the Board of Directors or (ii) upon receipt by the Company of written notice of Holders entitled to cast, or direct the casting of, not less than 20% of all the votes entitled to be cast at the Special Election Meeting and containing the information specified by Section 3(d) hereof. Each individual whose nomination is made in accordance with this Section 3(c) is hereinafter referred to as a “Nominee.”

(d) Procedure for Stockholder Nominations . For nominations of individuals for election to the Board of Directors to be properly brought before the Special Election Meeting by Holders pursuant to Section 3(c) hereof, the Holders must have given notice thereof in writing to the Secretary of the Company not later than 5:00 p.m., Eastern Time, on the 10 ^th day after the Trigger Date. Such notice shall include each such proposed Nominee’s written consent to serve as a director, if elected, and shall specify:

(i) as to each proposed Nominee, the name, age, business address and residence address of such proposed Nominee and all other information relating to such proposed Nominee that would be required, pursuant to Regulation 14A promulgated under the Exchange Act (or any successor provision), to be disclosed in a contested solicitation of proxies with respect to the election of such individual as a director; and

(ii) as to each Holder giving the notice, the class, series and number of all shares of beneficial interest of the Company that are owned by such Holder, beneficially or of record.

(e) Notice . Not less than fifteen (15) nor more than twenty-five (25) days before the Special Election Meeting, the Secretary of the Company shall give to each stockholder entitled to vote at, or to receive notice of, such meeting at such stockholder’s address as it appears in the share transfer records of the Company, notice in writing setting forth (i) the time and place of the Special Election Meeting, (ii) the purposes for which the Special Election Meeting has been called and (iii) the name of each Nominee.

(f) RESERVED.

(g) Vote of Management Shares . If requested by FBR, the Management Holders shall vote all of the Management Shares in the removal or election of directors at the Special Election Meeting in the same proportion as the votes cast by the Holders of Registrable Shares who are

voting at the Special Election Meeting. So long as any director who was elected to the Board of Directors of the Company at the Special Election Meeting continues to serve in such capacity as a director of the Company, the Management Holders shall not vote any of the Management Shares in favor of the removal of any such director, the expansion of the size of the Board of the Directors of the Company to create new vacancies or any other proposal, the effect of which is to undermine the intent and purpose of this Section 3, unless otherwise expressly consented to or requested by FBR, and the Management Holders shall not grant a proxy to vote any of the Management Shares to any other party (other than a designee of FBR) to vote on such matters.

(h) The Company represents and warrants that the Certificate of Incorporation and Bylaws of the Company reflect, and the Certificate of Incorporation, Bylaws and applicable law (including the Delaware General Corporation Law) do not conflict with, the rights of Holders and the procedures for a Special Election Meeting set forth in this Section 3 and, so long as any Holder owns any Registrable Shares, agrees not to amend or modify the Certificate of Incorporation or Bylaws of the Company or take (or allow to be taken) any action that could cause the Certificate of Incorporation or Bylaws of the Company to be inconsistent or conflict with any such rights and procedures.

4.	*Rules 144 and 144A Reporting*

With a view to making available the benefits of certain rules and regulations of the Commission that may at any time permit the sale of the Registrable Shares to the public without registration, the Company agrees to:

(a) make and keep current public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration statement under the Securities Act filed by the Company for an offering of its securities to the general public;

(b) to file with the Commission in a timely manner all reports and other documents required to be filed by the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements);

(c) so long as a Holder owns any Registrable Shares, if the Company is not required to file reports and other documents under the Securities Act and the Exchange Act, it will make available other information as required by, and so long as necessary to permit sales of Registrable Shares pursuant to, Rule 144 or Rule 144A, and in any event shall make available (either by mailing a copy thereof, by posting on the Company’s website, by inclusion in any registration statement filed by the Company with the Commission under the Securities Act and made publicly available, or by press release) to each Holder a copy of:

(i) the Company’s annual consolidated financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders’ equity and statements of cash flows) prepared in accordance with generally accepted accounting principles in the United States, accompanied by an audit report of the Company’s independent accountants, no later than ninety (90) days after the end of each fiscal year of the Company;

(ii) the Company’s unaudited quarterly financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders’ equity and statements of cash flows) prepared in a manner consistent with the preparation of the Company’s annual financial statements, no later than forty-five (45) days after the end of each of the first three fiscal quarters of the Company; and

(iii) any other information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act;

(d) hold, a reasonable time after the availability of such financial statements (and in any event within sixty (60) days after the applicable fiscal quarter end and ninety (90) days after the applicable fiscal year end) and upon reasonable notice to the Holders and FBR (either by mail, by posting on the Company’s website, or by press release), a quarterly investor conference call to discuss such financial statements, which call will also include an opportunity for the Holders to ask questions of management with regard to such financial statements, and will also cooperate with, and make management reasonably available to, FBR personnel in connection with making Company information available to investors; and

(e) so long as a Holder owns any Registrable Shares, to furnish to the Holder promptly upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company, and take such further actions, as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such Registrable Shares without registration.

5.	*Registration Procedures*

In connection with the obligations of the Company with respect to any registration pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect or cause to be effected the registration of the Registrable Shares under the Securities Act to permit the sale of such Registrable Shares by the Holder or Holders in accordance with the Holder’s or Holders’ intended method or methods of distribution, and the Company shall:

(a) (i) notify FBR and Selling Holders’ Counsel, in writing, at least ten (10) Business Days prior to filing a Registration Statement, of its intention to file a Registration Statement with the Commission and, at least five (5) Business Days prior to filing, provide a copy of such Registration Statement to FBR, its counsel and Selling Holders’ Counsel for review and comment; (ii) prepare and file with the Commission, as specified in this Agreement, a Registration Statement(s), which Registration Statement(s) shall (x) comply as to form in all material respects with the requirements of the Securities Act and the applicable form and include all financial

statements required by the Commission to be filed therewith and (y) be acceptable to FBR, its counsel and Selling Holders’ Counsel; (iii) notify FBR and Selling Holders’ Counsel in writing, at least five (5) Business Days prior to filing of any amendment or supplement to such Registration Statement and, at least three (3) Business Days prior to filing, provide a copy of such amendment or supplement to FBR, its counsel and Selling Holders’ Counsel for review and comment; (iv) promptly following receipt from the Commission, provide to FBR, its counsel and Selling Holders’ Counsel copies of any comments made by the staff of the Commission relating to such Registration Statement and of the Company’s responses thereto for review and comment; and (v) use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable after filing and to remain effective, subject to Section 6 hereof, until the earlier of (A) such time as all Registrable Shares covered thereby have been sold in accordance with the intended distribution of such Registrable Shares, (B) such time as all of the Registrable Shares are sold pursuant to Rule 144 (or any successor or analogous rule); (C) there are no Registrable Shares outstanding or (D) the first anniversary of the effective date of such Registration Statement (subject to extension as provided in Section 6(c) hereof) and, with respect to this subsection (D), provided that the Registrable Shares (1) have been transferred to an unrestricted CUSIP, (2) were, as of the effective date of such Registration Statement, listed or included on the New York Stock Exchange or the Nasdaq Global Market, pursuant to Section 5(n) of this Agreement, or on an alternative trading system, (3) were qualified under the applicable state securities or “blue sky” laws of all fifty (50) states, and (4) can be sold under Rule 144 without limitation as to manner of sale or volume; provided, however, that the Company shall not be required to cause the IPO Registration Statement to remain effective for any period longer than ninety (90) days following the effective date of the IPO Registration Statement (subject to extension as provided in Section 6(c) hereof) provided , further , that if the Company has an effective Shelf Registration Statement on Form S-1 (or other form then available to the Company) under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Company may, upon thirty (30) Business Days prior written notice to all Holders, register any Registrable Shares registered but not yet distributed under the effective Shelf Registration Statement on such a short-form Shelf Registration Statement and, once the short-form Shelf Registration Statement is declared effective, de-register such shares under the previous Shelf Registration Statement or transfer the filing fees from the previous Shelf Registration Statement (such transfer pursuant to Rule 429, if applicable) unless any Holder registered under the initial Shelf Registration Statement notifies the Company within fifteen (15) Business Days of receipt of the Company notice that such a registration under a new short-form Shelf Registration Statement and de-registration of the initial Shelf Registration Statement would interfere with its distribution of Registrable Shares already in progress, in which case, the Company shall delay the effectiveness of the new short-form Shelf Registration Statement and termination of the then-effective initial Shelf Registration Statement or any short-form Registration Statement for a period of not less than thirty (30) days from the date that the Company receives the notice from such Holders requesting a delay;

(b) subject to Section 5(i) hereof, (i) prepare and file with the Commission such amendments and post-effective amendments to each such Registration Statement as may be necessary to keep such Registration Statement effective for the period described in Section 5(a) hereof; (ii) cause each Prospectus contained therein to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 or any similar rule that may

be adopted under the Securities Act; and (iii) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Holders thereof;

(c) furnish to the Holders, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Shares; the Company consents, subject to Section 6 hereof, to the use of such Prospectus, including each preliminary Prospectus, by the Holders, if any, in connection with the offering and sale of the Registrable Shares covered by any such Prospectus;

(d) use its commercially reasonable efforts to register or qualify, or obtain exemption from registration or qualification for, all Registrable Shares by the time the applicable Registration Statement is declared effective by the Commission under all applicable state securities or “blue sky” laws of such jurisdictions as FBR or any Holder of Registrable Shares covered by a Registration Statement shall reasonably request in writing, keep each such registration or qualification or exemption effective during the period such Registration Statement is required to be kept effective pursuant to Section 5(a) and do any and all other acts and things that may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Shares owned by such Holder; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for this Section 5(d) and except as may be required by the Securities Act, (ii) subject itself to taxation in any such jurisdiction, or (iii) submit to the general service of process in any such jurisdiction;

(e) use its commercially reasonable efforts to cause all Registrable Shares covered by such Registration Statement to be registered and approved by such other governmental agencies or authorities as may be necessary to enable the Holders thereof to consummate the disposition of such Registrable Shares;

(f) (i) notify FBR and each Holder promptly and, if requested by FBR or any Holder, confirm such advice in writing (A) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (B) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any Proceeding for that purpose, (C) of any request by the Commission or any other federal, state or foreign governmental authority for (1) amendments or supplements to a Registration Statement or related Prospectus or (2) additional information and (D) of the happening of any event during the period a Registration Statement is effective as a result of which such Registration Statement or the related Prospectus or any document incorporated by reference therein contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (which information shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made); and (ii) at the request of any such Holder, promptly to furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such

Prospectus as may be necessary so that, as thereafter delivered to the purchaser of such securities, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(g) use its commercially reasonable efforts to avoid the issuance of, or if issued, to obtain the withdrawal of, any order enjoining or suspending the use or effectiveness of a Registration Statement or suspending the qualification of (or exemption from qualification of) any of the Registrable Shares for sale in any jurisdiction, as promptly as practicable;

(h) upon request, promptly furnish to each requesting Holder of Registrable Shares covered by a Registration Statement, without charge, at least one conformed copy of such Registration Statement and any post-effective amendment or supplement thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

(i) except as provided in Section 6 hereof, upon the occurrence of any event contemplated by Section 5(f)(i)(D) hereof, use its commercially reasonable efforts to promptly prepare a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(j) if requested by the representative of the underwriters, if any, or any Holders of Registrable Shares being sold in connection with such offering, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such information as the representative of the underwriters, if any, or such Holders indicate relates to them or that they reasonably request be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(k) in the case of an Underwritten Offering, use its commercially reasonable efforts to furnish to each Holder of Registrable Shares covered by such Registration Statement and the underwriters a signed counterpart, addressed to each such Holder and the underwriters, of: (i) an opinion of counsel for the Company, dated the date of each closing under the underwriting agreement, reasonably satisfactory to such Holder and the underwriters; and (ii) a “comfort” letter, dated the effective date of such Registration Statement and the date of each closing under the underwriting agreement, signed by the independent public accountants who have certified the Company’s financial statements included in such Registration Statement, covering substantially the same matters with respect to such Registration Statement (and the Prospectus included therein) and with respect to events subsequent to the date of such financial statements, as are customarily covered in accountants’ letters delivered to underwriters in underwritten public offerings of securities and such other financial matters as such Holder and the underwriters may reasonably request;

(l) enter into customary agreements (including in the case of an Underwritten Offering, an underwriting agreement in customary form and reasonably satisfactory to the Company) and take all other reasonable action in connection therewith in order to expedite or facilitate the distribution of the Registrable Shares included in such Registration Statement and, in the case of an Underwritten Offering, make representations and warranties to the Holders covered by such Registration Statement and to the underwriters in such form and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same to the extent customary if and when requested;

(m) make available for inspection by representatives of the Holders and the representative of any underwriters participating in any disposition pursuant to a Registration Statement and any special counsel or accountants retained by such Holders or underwriters, all financial and other records, pertinent corporate documents and properties of the Company and cause the respective officers, directors and employees of the Company to supply all information reasonably requested by any such representatives, the representative of the underwriters, counsel thereto or accountants in connection with a Registration Statement; provided, however , that such records, documents or information that the Company determines, in good faith, to be confidential and notifies such representatives, representative of the underwriters, counsel thereto or accountants are confidential shall not be disclosed by such representatives, representative of the underwriters, counsel thereto or accountants unless (i) the disclosure of such records, documents or information is necessary to avoid or correct a misstatement or omission in a Registration Statement or Prospectus, (ii) the release of such records, documents or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) such records, documents or information have been generally made available to the public; provided, further , that the representatives of the Holders and any underwriters will use commercially reasonable efforts, to the extent practicable, to coordinate the foregoing inspection and information gathering and not materially disrupt the Company’s business operations; provided, further , that, notwithstanding anything to the contrary in this Agreement, the Company shall not provide any material non-public information to any Holder without such Holder’s prior written agreement to keep such information confidential;

(n) use its commercially reasonable efforts (including, without limitation, seeking to cure any deficiencies cited by the exchange or market in the Company’s listing or inclusion application) to list or include all Registrable Shares on the New York Stock Exchange or the Nasdaq Global Market;

(o) prepare and file in a timely manner all documents and reports required by the Exchange Act and, to the extent the Company’s obligation to file such reports pursuant to Section 15(d) of the Exchange Act expires prior to the expiration of the effectiveness period of the Registration Statement as required by Section 5(a) hereof, the Company shall register the Registrable Shares under the Exchange Act and shall maintain such registration through the effectiveness period required by Section 5(a) hereof;

(p) provide a CUSIP number for all Registrable Shares, not later than the effective date of the Registration Statement;

(q) (i) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, (ii) make generally available to its stockholders, as soon as reasonably practicable, earnings statements covering at least twelve (12) months beginning after the effective date of the Registration Statement that satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, but in no event later than forty-five (45) days after the end of each fiscal year of the Company and (iii) not file any Registration Statement or Prospectus or amendment or supplement to such Registration Statement or Prospectus to which any Holder of Registrable Shares covered by any Registration Statement shall have reasonably objected on the grounds that such Registration Statement or Prospectus or amendment or supplement does not comply in all material respects with the requirements of the Securities Act, such Holder having been furnished with a copy thereof at least two (2) Business Days prior to the filing thereof;

(r) provide and cause to be maintained a registrar and transfer agent for all Registrable Shares covered by any Registration Statement from and after a date not later than the effective date of such Registration Statement;

(s) in connection with any sale or transfer of the Registrable Shares (whether or not pursuant to a Registration Statement) that will result in the securities being delivered no longer being Registrable Shares, cooperate with the Holders and the representative of the underwriters, if any, to facilitate the timely, in the case of beneficial interests in Shares held through a depositary, transfer of such equivalent Registrable Shares with an unrestricted CUSIP, or in the case of certificated shares, preparation and delivery of certificates representing the Registrable Shares to be sold, which certificates shall not bear any restrictive transfer legends and to enable such Registrable Shares to be in such denominations and registered in such names as the representative of the underwriters, if any, or the Holders may request at least three (3) Business Days prior to any sale of the Registrable Shares;

(t) in connection with the initial filing of a Shelf Registration Statement and each amendment thereto with the Commission pursuant to Section 2(a) hereof, cooperate with FBR in connection with the filing with FINRA of all forms and information required or requested by FINRA in order to obtain written confirmation from FINRA that FINRA does not object to the fairness and reasonableness of the underwriting terms and arrangements (or any deemed underwriting terms and arrangements) (each such written confirmation, a “ No Objections Letter ”) relating to the resale of Registrable Shares pursuant to the Shelf Registration Statement, including, without limitation, information provided to FINRA through its COBRADesk system, and pay all costs, fees and expenses incident to FINRA’s review of the Shelf Registration Statement and the related underwriting terms and arrangements, including, without limitation, all filing fees associated with any filings or submissions to FINRA and the legal expenses, filing fees and other disbursements of FBR and any other FINRA member that is the Holder of, or is affiliated or associated with an owner of, Registrable Shares included in the Shelf Registration Statement (including in connection with any initial or subsequent member filing);

(u) in connection with the initial filing of a Shelf Registration Statement and each amendment thereto with the Commission pursuant to Section 2(a) hereof, provide to FBR and its representatives, the opportunity to conduct due diligence, including, without limitation, an inquiry of the Company’s financial and other records, and make available members of its management for

questions regarding information which FBR may request in order to fulfill any due diligence obligation on its part and, concurrent with the initial filing of a Shelf Registration Statement with the Commission pursuant to Section 2(a) hereof, pay the sum of $75,000 to FBR, by wire transfer of immediately available funds, to cover FBR’s costs and expenses associated with its due diligence review of the Shelf Registration Statement and the information contained therein;

(v) upon effectiveness of the first Registration Statement filed under this Agreement, take such actions and make such filings as are necessary to effect the registration of the Common Stock under the Exchange Act simultaneously with or immediately following the effectiveness of the Registration Statement; and

(w) in the case of an Underwritten Offering, use its commercially reasonable efforts to cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter and its counsel (including any “qualified independent underwriter,” if applicable) that is required to be retained in accordance with the rules and regulations of FINRA.

The Company may require the Holders to furnish (and each Holder shall furnish) to the Company such information regarding the proposed distribution by such Holder of such Registrable Shares as the Company may from time to time reasonably request in writing or as shall be required to effect the registration of the Registrable Shares, and no Holder shall be entitled to be named as a selling stockholder in any Registration Statement and no Holder shall be entitled to use the Prospectus forming a part thereof if such Holder does not provide such information to the Company. Any Holder that sells Registrable Shares pursuant to a Registration Statement or as a selling security holder pursuant to an Underwritten Offering shall be required to be named as a selling shareholder in the related prospectus and to deliver a prospectus to purchasers. Each Holder further agrees to furnish promptly to the Company in writing all information required from time to time to make the information previously furnished by such Holder not misleading.

Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5(f)(3) or 5(f)(4) hereof, such Holder will immediately discontinue disposition of Registrable Shares pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus. If so directed by the Company, such Holder will deliver to the Company (at the expense of the Company) all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Shares current at the time of receipt of such notice.

6.	*Black-Out Period*

(a) Subject to the provisions of this Section 6 and a good faith determination by a majority of the independent members of the board of directors of the Company (the “ Board of Directors ”) that it is in the best interests of the Company to suspend the use of the Registration Statement, following the effectiveness of a Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to FBR and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to a

Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12) month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90) day period), if any of the following events shall occur: (i) the representative of the underwriters of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the majority of the independent members of the Board of Directors shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the majority of the independent members of the Board of Directors of the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (1) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (2) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement or any misstatement or omission in the Prospectus (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (3) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible.

(b) In the case of an event that causes the Company to suspend the use of a Registration Statement (a “ Suspension Event ”), the Company shall give written notice (a “ Suspension Notice ”) to FBR and the Holders to suspend sales of the Registrable Shares and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing and the Company is using its best efforts and taking all reasonable steps to terminate suspension of the use of the Registration Statement as promptly as possible. The Holders shall not effect any sales of the Registrable Shares pursuant to such Registration Statement (or such filings) at any time after they have received a Suspension Notice

from the Company and prior to receipt of an End of Suspension Notice (as defined below). If so directed by the Company, each Holder will deliver to the Company (at the expense of the Company) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or such filings) following further notice to such effect (an “ End of Suspension Notice ”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and FBR in the manner described above promptly following the conclusion of any Suspension Event and its effect.

(c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice pursuant to this Section 6, the Company agrees that it shall extend the period of time during which the applicable Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended Prospectus necessary to resume sales.

7.	*Indemnification and Contribution*

(a) The Company agrees to indemnify and hold harmless (i) each Holder of Registrable Shares and any underwriter (as determined in the Securities Act) for such Holder (including, if applicable, FBR), (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) any such Person described in clause (i) (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, members, employees, representatives and agents of any such Person or any Controlling Person (any Person referred to in clause (i), (ii) or (iii) above may hereinafter be referred to as a “ Purchaser Indemnitee ”), to the fullest extent lawful, from and against any and all losses, claims, damages, judgments, actions, out-of-pocket expenses, and other liabilities (the “ Liabilities ”), including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing 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 Purchaser Indemnitee, joint or several, directly or indirectly 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 any amendment thereto), any Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto), or any preliminary Prospectus or any other document used to sell the Shares, or (i) with respect to such Registration Statement, 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 and (ii) with respect to any such Preliminary Prospectus, Issuer Free Writing Prospectus or any other document used to sell the Shares, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such Liabilities arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Purchaser Indemnitee furnished to the Company, or any underwriter, in writing by such Purchaser Indemnitee expressly for use therein.

The Company shall notify the Holders promptly of the institution, threat or assertion of any claim, Proceeding (including any governmental investigation), or litigation of which it shall have become aware in connection with the matters addressed by this Agreement that involves the Company or a Purchaser Indemnitee. The indemnity provided for herein shall remain in full force and effect regardless of any investigation made by or on behalf of any Purchaser Indemnitee.

(b) In connection with any Registration Statement in which a Holder of Registrable Shares is participating, and as a condition to such participation, such Holder agrees, severally and not jointly, to indemnify and hold harmless the Company and each Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act and their respective officers, directors, partners, members, employees, representatives and agents of such Person or Controlling Person to the same extent as the foregoing indemnity from the Company to each Purchaser Indemnitee, but only with reference to untrue statements or omissions or alleged untrue statements or omissions made in reliance upon and in strict conformity with information relating to such Holder furnished to the Company in writing by such Holder expressly for use in such Registration Statement (or any amendment thereto), Prospectus (or any amendment or supplement thereto), Issuer Free Writing Prospectus (or any amendment or supplement thereto) or any preliminary Prospectus. Absent gross negligence or willful misconduct, the liability of any Holder pursuant to this paragraph shall in no event exceed the net proceeds received by such Holder from sales of Registrable Shares pursuant to such Registration Statement (or any amendment thereto), Prospectus (or any amendment or supplement thereto), Issuer Free Writing Prospectus (or any amendment or supplement thereto) or any preliminary Prospectus .

(c) If any suit, action, Proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnity may be sought pursuant to paragraph (a) or (b) above, such Person (the “ Indemnified Party ”) shall promptly notify the Person against whom such indemnity may be sought (the “ Indemnifying Party ”) in writing of the commencement thereof (but the failure to so notify an Indemnifying Party shall not relieve it from any liability which it may have under this Section 7, except to the extent the Indemnifying Party is materially prejudiced by the failure to give notice), and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in such Proceeding and shall pay the reasonable fees and expenses actually incurred by such counsel related to such Proceeding. Notwithstanding the foregoing, in any such Proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed in writing to the contrary, (ii) the Indemnifying Party failed within a reasonable time after notice of commencement of the action to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party, (iii) the Indemnifying Party and its counsel do not actively and vigorously pursue the defense of such action or (iv) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and Indemnifying Party, or any Affiliate of the Indemnifying Party, and such Indemnified Party shall have been reasonably advised by counsel that, either (x) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party or such Affiliate of the Indemnifying Party or (y) a conflict may exist between such Indemnified Party and the Indemnifying Party or such

Affiliate of the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume nor direct the defense of such action on behalf of such Indemnified Party; it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all such Indemnified Parties, which firm shall be designated in writing by those Indemnified Parties who sold a majority of the Registrable Shares sold by all such Indemnified Parties and any such separate firm for the Company, the directors, the officers and such control Persons of the Company as shall be designated in writing by the Company). The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (A) includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and (B) does not include a statement as to or an admission of, fault, culpability or a failure to act by or on behalf of the Indemnified Party.

(d) If the indemnification provided for in paragraphs (a) and (b) of this Section 7 is for any reason held to be unavailable to an Indemnified Party in respect of any Liabilities referred to therein (other than by reason of the exceptions provided therein) or is insufficient to hold harmless a party indemnified thereunder, then each Indemnifying Party under such paragraphs, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Liabilities (i) in such proportion as is appropriate to reflect the relative benefits of the Indemnified Party on the one hand and the Indemnifying Party(ies) on the other in connection with the statements or omissions that resulted in such Liabilities, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Indemnifying Party(ies) and the Indemnified Party, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and any Purchaser Indemnitees 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 by such Purchaser Indemnitees and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The parties agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if such Indemnified Parties were treated as one entity for such purpose), or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7(d) above. The amount paid or payable by an Indemnified Party as a result of any Liabilities referred to in Section 7(d) above shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses actually incurred by such Indemnified Party in connection with investigating or

defending any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall a Purchaser Indemnitee be required to contribute any amount in excess of the amount by which the net proceeds received by such Purchaser Indemnitee from sales of Registrable Shares exceeds the amount of any damages that such Purchaser Indemnitee has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. For purposes of this Section 7, each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) FBR or a Holder of Registrable Shares shall have the same rights to contribution as FBR or such Holder, as the case may be, and each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) the Company, and each officer, director, partner, employee, representative, agent or manager of the Company shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or Proceeding against such party in respect of which a claim for contribution may be made against another party or parties, notify each party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 7 or otherwise, except to the extent that any party is materially prejudiced by the failure to give notice. 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.

(f) The indemnity and contribution agreements contained in this Section 7 will be in addition to any liability which the Indemnifying Parties may otherwise have to the Indemnified Parties referred to above. The Purchaser Indemnitee’s obligations to contribute pursuant to this Section 7 are several in proportion to the respective number of Registrable Shares sold by each of the Purchaser Indemnitees hereunder and not joint.

8.	*Market Stand-off Agreement*

Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company, directly or indirectly sell, offer to sell (including, without limitation, any short sale), grant any option or otherwise transfer or dispose of any Registrable Shares or other shares of Common Stock of the Company or any securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company then owned by such Holder (other than to donees or partners of the Holder who agree to be similarly bound) (i) for a period (x) in the case of the Company and each of the Company’s officers, directors, managers or employees, in each case to the extent such person or entity holds shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock, beginning on the effective date of, and continuing for one hundred eighty (180) days following the effective date of, the IPO Registration Statement of the Company; and (y) (i) in the case of all Holders who include Registrable Shares in the IPO Registration Statement, beginning on the effective date of, and continuing for one hundred eighty (180) days following the effective date of the IPO Registration Statement of the Company, and (ii) in the case of all other Holders who do not include Registrable Shares in the IPO Registration Statement, beginning on the effective date of, and continuing for sixty (60) days following the effective date of, the IPO Registration Statement of the Company; provided , however , that:

(a) the restrictions above shall not apply to Registrable Shares sold pursuant to the IPO Registration Statement;

(b) with respect to the Holders (other than the Company’s officers, directors, managers or employees), the restrictions above shall not apply to any shares of Common Stock of the Company acquired in the open market following the effective date of the IPO Registration Statement;

(c) all executive officers and directors of the Company then holding shares of Common Stock of the Company or securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company enter into agreements that are no less restrictive;

(d) the Holders shall be allowed any concession or proportionate release allowed to any officer or director that entered into agreements that are no less restrictive (with such proportion being determined by dividing the number of shares being released with respect to such officer or director by the total number of issued and outstanding shares held by such officer or director); provided , that nothing in this Section 8(d) shall be construed as a right to proportionate release for the executive officers and directors of the Company upon the expiration of the sixty (60) day period applicable to all Holders other than the executive officers and directors of the Company; and

(e) this Section 8 shall not be applicable if a Shelf Registration Statement of the Company filed under the Securities Act has been declared effective prior to the filing of an IPO Registration Statement.

In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the securities subject to this Section 8 and to impose stop transfer instructions with respect to the Registrable Shares and such other securities of each Holder (and the securities of every other Person subject to the foregoing restriction) until the end of such period.

9.	*Termination of the Company’s Obligation*

The Company shall have no obligation pursuant to this Agreement with respect to any shares of Common Stock proposed to be sold by a Holder in a registration pursuant to this Agreement if all such Shares proposed to be sold by a Holder cease to be Registrable Shares.

10.

Limitations on Subsequent Registration Rights

After the date of this Agreement, the Company shall not, without the prior written consent of Holders beneficially owning not less than a majority of the then outstanding Registrable Shares ( provided, however , that for purposes of this Section 10, Registrable Shares that are owned, directly or indirectly, by an Affiliate of the Company or by an “executive officer” (as defined in Rule 405) of the Company shall not be deemed to be outstanding), enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or

prospective holder (a) to include such securities in any Registration Statement filed pursuant to the terms hereof, unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of Registrable Shares of the Holders that is included, or (b) to have its securities registered on a registration statement that could be declared effective prior to, or within one hundred eighty (180) days of, the effective date of any registration statement filed pursuant to this Agreement.

11.

Miscellaneous

(a) Remedies . In the event of a breach by the Company of any of its obligations under this Agreement, each of FBR and each Holder, in addition to being entitled to exercise all rights provided herein or, in the case of FBR, in the Purchase/Placement Agreement, or granted by law, including the rights granted in Section 2(f) hereof and recovery of damages, will be entitled to specific performance of its rights under this Agreement. Subject to Section 7, the Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b) Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, without the written consent of the Company and Holders beneficially owning not less than a majority of the then outstanding Registrable Shares; provided, however, that for purposes of this Section 11(b), Registrable Shares that are owned, directly or indirectly, by an Affiliate of the Company shall not be deemed to be outstanding. No amendment shall be deemed effective unless it applies uniformly to all Holders. Notwithstanding the foregoing, a waiver or consent to or departure from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders may be given by such Holder; provided that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the first and second sentences of this paragraph.

(c) Notices . All notices and other communications, provided for or permitted hereunder, shall be made in writing and delivered by facsimile (with receipt confirmed), overnight courier or registered or certified mail, return receipt requested, or by telegram:

(i) if to a Holder, at the most current address given by the transfer agent and registrar of the Shares to the Company; and

(ii) if to the Company, at the offices of the Company at Century Communities, Inc., 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, Attention: Dale Francescon (facsimile: 303-770-8320), with a copy to Greenberg Traurig, LLP, 1840 Century Park East, Suite 1900, Los Angeles, California 90067, Attention: Mark Kelson (facsimile: 310-586-0556); and

(iii) if to FBR, at the offices of FBR at 1001 Nineteenth Street North, Arlington, Virginia 22209, Attention: Gavin Beske, Esq. (facsimile 703-312-9501), with copy to Gibson, Dunn & Crutcher LLP, 333 S. Grand Avenue, Los Angeles, California 90071, Attention: Dhiya El-Saden, Esq. (facsimile: 213-229-6196).

(d) Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, including, without limitation and without the need for an express assignment or assumption, subsequent Holders. The Company agrees that the Holders shall be third party beneficiaries to the agreements made hereunder by FBR and the Company, and each Holder shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights hereunder; provided, however , that such Holder fulfills all of its obligations hereunder.

(e) Counterparts . This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(f) Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(g) Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK CONSISTENT WITH SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER STATE. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE COURT IN THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING IN NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(h) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or

substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties hereto that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(i) Entire Agreement. This Agreement, together with the Purchase/Placement Agreement, is intended by the parties hereto as a final expression of their agreement, and is 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 and therein.

(j) Registrable Shares Held by the Company or its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Shares is required hereunder, Registrable Shares held by the Company, its Affiliates, Management Holders or by an “executive officer” (as defined in Rule 405) of the Company shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(k) Adjustment for Stock Splits, etc . Wherever in this Agreement there is a reference to a specific number of shares, then upon the occurrence of any subdivision, combination, or stock dividend of such shares, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of stock by such subdivision, combination, or stock dividend.

(l) Survival. This Agreement is intended to survive the consummation of the transactions contemplated by the Purchase/Placement Agreement. The indemnification and contribution obligations under Section 7 of this Agreement shall survive the termination of the Company’s obligations under Section 2 of this Agreement.

(m) Attorneys’ Fees. In any action or Proceeding brought to enforce any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the prevailing party, as determined by the court, shall be entitled to recover its reasonable attorneys’ fees in addition to any other available remedy.

[Signature page follows]

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


CENTURY COMMUNITIES, INC.

By:

	Name:	Dale Francescon
	Title:	Co-Chief Executive Officer

FBR CAPITAL MARKETS & CO.

By:

	Name:
	Title:


MANAGEMENT HOLDERS:

DARO VENURES, LLC

By:

Name:		Dale Francescon
Title:		Manager

By:

Name:		Robert J. Francescon
Title:		Manager

DARO VENURES II, LLC

By:

Name:		Dale Francescon
Title:		Manager

By:

Name:		Robert J. Francescon
Title:		Manager



Dale Francescon



Robert Francescon

[Signature Page to Registration Rights Agreement]

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


CENTURY COMMUNITIES, INC.

By:

	Name:
	Title:

FBR CAPITAL MARKETS & CO.

By:

	Name:	Paul Dellisola
	Title:	Senior Managing Director


MANAGEMENT HOLDERS:

DARO VENURES, LLC


Name:
Title:

DARO VENURES II, LLC


Name:
Title:


Dale Francescon


Robert Francescon

[Signature Page to Registration Rights Agreement]

Exhibit 10.10

SUBLEASE

THIS SUBLEASE (“ Sublease ”), dated as of this 29 day of April, 2011, between Clifton Gunderson LLP, a Delaware limited liability partnership, having an office at 8390 East Crescent Parkway, Suite 600, Greenwood Village, Colorado 80111, (herein called “ Sublandlord ”), and Century Communities Colorado, LLC, a Colorado limited liability company, having an office at 4949 South Sycamore Street, #320, Denver, Colorado 80237 (herein called “ Subtenant ”).

W I T N E S S E T H :

1.	DEMISE AND TERM.

Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, those certain premises (herein called the “ Subleased Premises ”) consisting of approximately 11,132 rentable square feet to be known as Suite 650 and located on the 6th Floor as depicted on EXHIBIT A attached hereto, in the building located at 8390 East Crescent Parkway, Greenwood Village, Colorado 80111, known as the Crescent VII Building (the “ Building ”) and being a portion of the premises which was leased to Sublandlord under the Main Lease (as hereinafter defined). The term of this Sublease, subject to mutual execution of this Sublease and Landlord’s consent form, shall be for the period commencing on the later of either June 1, 2011 or substantial completion of the Subtenant Improvements defined in Section 38 (herein called the “ Commencement Date ”) and ending at midnight of July 31, 2015 (the “ Termination Date ”) unless sooner terminated as herein provided (the “ Term ”), subject to Renewal Option described in Section 39. By the Confirmation of Lease Term substantially in the form of EXHIBIT B, attached hereto, Sublandlord shall notify Subtenant of the Commencement Date, rentable square footage of the Subleased Premises and all other matters stated therein.

2.	SUBORDINATE TO MAIN LEASE.

(a)

This Sublease is and shall be subject and subordinate to the lease dated as of July 13, 2007 (herein called the “ Main Lease ”), between Board of Administration as Trustee for the Police and Fire Department Retirement fun, a pension fund of the City of San Jose, California, as Lessor (hereinafter referred to as Landlord ), and Sublandlord, as Lessee, and is attached hereto as EXHIBIT C.

(b)

Subtenant acknowledges that:

(i)

this Sublease is subject to all of the terms, covenants, agreements, provisions and conditions of the Main Lease,

(ii)

it will not have the right to further sublease the Subleased Premises nor shall it allow the Subleased Premises to be used by others, without the consent of Sublandlord and Landlord in each instance, except to its affiliates and its subsidiaries as permitted in the Main Lease,

(iii)

the consent by Landlord to this Sublease shall not be deemed or construed to modify, amend or affect the terms and provisions of the Main Lease, or Sublandlord’s obligations thereunder, which shall continue to apply to the Subleased Premises and the occupants thereof, as if this Sublease had not been made,

(iv)

if Sublandlord defaults in the payment of any rent, Landlord is authorized to collect any rents due or accruing from Subtenant or any other occupant of the Subleased Premises and to apply the net amounts collected to the fixed annual rent and

(v)

the receipt by Landlord of any amounts from the Subtenant, or other occupant of any part of the Subleased Premises, shall not be deemed or construed as releasing Sublandlord from Sublandlord’s obligations under the Lease or the acceptance of that party as a direct tenant.

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(vi)

in the event of the termination of Sublandlord’s interest as Tenant under the Main Lease for any reason, then this Sublease shall terminate coincidentally therewith without any liability of Sublandlord to Subtenant. Sublandlord agrees not to voluntarily terminate or surrender the Main Lease or amend the Main Lease in any manner that would have a material adverse affect on the Subtenant or this Sublease. The foregoing notwithstanding, in the event of Damage and Destruction or Condemnation to the degree required to trigger Sublandlord’s right of termination, Sublandlord may exercise that right under the Main Lease unless all of Sublandlord’s Subtenants (x) request Sublandlord to allow the Main Lease to continue and (y) agree in writing to waive their respective right of termination in that particular instance.

3.	INCORPORATION BY REFERENCE.

(a)

The terms, covenants and conditions of the Main Lease are incorporated herein by reference so that, except to the extent that they are inapplicable or modified by the provisions of this Sublease, for the purpose of incorporation by reference, each and every term, covenant and condition of the Main Lease binding or inuring to the benefit of the Landlord thereunder shall, in respect of this Sublease, bind or inure to the benefit of Sublandlord. Each and every term, covenant and condition of the Main Lease binding or inuring to the benefit of the Tenant thereunder shall, in respect of this Sublease, bind or inure to the benefit of Subtenant, with the same force and effect as if such terms, covenants and conditions were completely set forth in this Sublease; and as if the words “Landlord” and “Tenant,” or words of similar import, wherever the same appear in the Main Lease, were construed to mean, respectively, “Sublandlord” and “Subtenant” in this Sublease and as if the word “Premises” or words of similar import, wherever the same appear in the Main Lease, were construed to mean “Subleased Premises” in this Sublease; and as if the word “Lease,” or words of similar import, wherever the same appear in the Main Lease, were construed to mean this “Sublease.”

(b)

Subtenant covenants that it will, throughout the term hereof, observe all of the provisions of the Main Lease to the extent applicable to the Subleased Premises, and that Subtenant will not do any act, matter or thing which will be, result in, or constitute a violation or breach of or a default under the Main Lease. Any such violation, breach or default shall constitute a breach by Subtenant of a substantial obligation of this Sublease. The time limits contained in the Main Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of the Tenant thereunder, or for the exercise by the Tenant thereunder of any right, remedy or option, are changed for the purposes of incorporation herein by reference by shortening the same in each instance by five (5) days, so that in each instance Subtenant shall have five days less time to observe or perform hereunder than Sublandlord has as the Tenant under the Main Lease. If any of the express provisions of this Sublease shall conflict with any of the provisions incorporated by reference, such conflict shall be resolved in every instance in favor of the express provisions of this Sublease. If Sublandlord receives any notice or demand from the Landlord under the Main Lease with respect to the Subleased Premises, Sublandlord shall promptly give a copy thereof to Subtenant.

4.	PERFORMANCE BY SUBLANDLORD.

(a)

Any obligation of Sublandlord which is contained in this Sublease by the incorporation by reference of the provisions of the Main Lease must be observed or performed by Sublandlord using its reasonable efforts to cause the Landlord under the Main Lease to observe and/or perform the same, and Sublandlord shall have a reasonable time to enforce its rights to cause such observance or performance. Subtenant shall not in any event have any rights in respect of the Subleased Premises greater than Sublandlord’s rights under the Main Lease.

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(b)

Notwithstanding any provision to the contrary, as to obligations contained in this Sublease by the incorporation by reference of the provisions of the Main Lease, Sublandlord shall not be required to make any payment or perform any obligation, and Sublandlord shall have no liability to Subtenant for any matter whatsoever, except for Sublandlord’s obligation to pay the rent and additional rent due under the Main Lease and for Sublandlord’s obligation to use reasonable efforts, upon request of Subtenant, to cause the Landlord under the Main Lease to observe and/or perform its obligations under the Main Lease.

(c)

In the event of a default by Sublandlord under the Main Lease after Sublandlord has received any applicable notice and any applicable cure period has expired, Subtenant may endeavor with permission of Landlord to cure Sublandlord’s default. Except when caused by the actions or inactions of the Sublandlord, Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by the Landlord under the Main Lease or otherwise, including, without limitation, heat, air conditioning, water, elevator service and cleaning service, if any. No failure to furnish, or interruption of, any such services or facilities shall give rise to any:

(i)

abatement, diminution or reduction of Subtenant’s obligations under this Sublease,

(ii)

constructive eviction, whether in whole or in part, or

(iii)

liability on the part of Sublandlord, unless the failure to furnish any such services or facilities is due to the negligent acts of Sublandlord with respect to its obligations under the Main Lease or Sublease.

5.	REPRESENTATIONS AND COVENANTS.

Sublandlord shall not, without prior written consent of Subtenant, which may be withheld in Subtenants sole and absolute discretion, modify or amend the Main Lease or take any action which would in any way (i) diminish Subtenant’s receipt of Building services to the Subleased Premises, (ii) increase the Base Rent under this Sublease, (iii) shorten the term of this Sublease (except resulting from casualty or condemnation); (iv) increase the obligations or decrease the rights of Subtenant under this Sublease or (v) decrease the obligations or increase the rights of Landlord with respect to the Subleased Premises and/or this Sublease. Sublandlord shall not cancel or surrender the Main Lease during the term of this Sublease, except resulting from casualty or condemnation, or act or fail to act in any way that would result in a cancellation, forfeiture or termination of the Main Lease, unless Landlord agrees to accept Subtenant as a direct tenant pursuant to the terms of this Sublease.

Sublandlord represents to Subtenant as follows:

(i)

The Main Lease is in full force and effect;

(ii)

That as of the Date of this Sublease there is no uncured default of which Sublandlord has received notice, nor are there any uncured actions by Sublandlord which would result in the right of Landlord to cause or declare any cancellation, forfeiture or termination of the Main Lease;

(iii)

Sublandlord’s leasehold interest in the Main Lease is unencumbered;

(iv)

The Main Lease expiration date is July 31, 2018, unless earlier terminated at Subtenant’s election on July 31, 2015; and

(v)

To the best knowledge of Sublandlord, the Subleased Premises complies with all legal requirements, insurance requirements or other regulations, directions or rules to the extent so required to be maintained by Sublandlord under the Main Lease (“Main Lease Requirements”). To the extent there exists on the Execution Date (i) a violation of Main Lease Requirements, or (ii) any other breach of the Main Lease, or (iii) a condition which would result in any violation of a Main Lease Requirement, Sublandlord (at its expense) and not Subtenant shall be responsible for complying with same.

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Sublandlord agrees that, in the event Sublandlord defaults under the terms, covenants, conditions, provisions and agreements of the Main Lease (provided same was not (i) caused by Subtenant, its agents or contractors, or (ii) the result of Subtenant’s failure to comply with Subtenant’s obligations hereunder), then in such event, Sublandlord covenants and agrees to defend, indemnify and hold Subtenant harmless from any and all claims, causes of action against any loss, damage, cost or expenses (including reasonable attorneys’ fees) or damages to Subtenant resulting therefrom, excluding any special, consequential or punitive damages.

7.	INTENTIONALLY OMITTED.

8.	NO BREACH OF MAIN LEASE.

Subtenant shall not do or permit to be done any act or thing which may constitute a breach or violation of any term, covenant or condition of the Main Lease by the Tenant thereunder.

9.	NO PRIVITY OF ESTATE.

Nothing contained in this Sublease shall be construed to create privity of estate or of contract between Subtenant and the Landlord under the Main Lease.

10.

INDEMNITY.

Subtenant shall indemnify, defend and hold harmless Sublandlord from and against all losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys’ fees, which Sublandlord may incur by reason of:

(a)

any accidents, damages or injuries to persons or property occurring in, on or about the Subleased Premises,

(b)

any work done in or to the Subleased Premises, or

(c)

any act, omission or negligence on the part of Subtenant and/or its officers, employees, agents, contractors, customers and/or invitees, or any person claiming through or under Subtenant.

11.

RENT.

(a)

Subtenant shall pay to Sublandlord rent (herein called the “Base Rent ”) as follows:


(Term) Lease Dates	Monthly Rent
Months 1-3	$	0
Months 4-15	$	17,857.58
Months 16-27	$	18,321.42
Months 28-39	$	18,785.25
Months 40-50	$	19,249.08

(Option Term) Lease Dates	Monthly Rent
Months 51-62	$	19,712.92
Months 63-74	$	20,176.75
Months 75-86	$	20,640.58

(b)

Beginning on the Commencement Date and continuing on the third (3 ^rd ) day of each month thereafter during the Term, Subtenant shall pay Sublandlord the Monthly Base Rent set forth above in 11 (a). Base Rent for any period during the Term which is for less than one month shall be prorated on the basis of a 30-day Base Rent and all other amounts payable by Subtenant to

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Sublandlord under the provisions of this Sublease, including parking, shall be paid promptly when due, without notice or demand therefore, and without deduction, abatement, counterclaim or set off of any amount or for any reason whatsoever. Subtenant shall prepay the first month’s Base Rent, Seventeen Thousand Eight Hundred Fifty Seven Dollars ($17,857.58), upon execution of this Sublease and prior to the commencement of any Subtenant Improvements.

(c)

In addition to installments of Base Rent payable pursuant to the terms of this Sublease, Subtenant shall pay, in the form of additional rent, an amount equal to 22.57% (11,132 Rentable Square Feet by 49,318 Rentable Square Feet) of “Tenant’s Proportionate Share” (as defined in Section 4.2 of the Main Lease) of “Operating Expenses” (as defined in Section 4.2(d) of the Main Lease) as charged to Sublandlord by Landlord in Article 4.2(g) of the Main Lease, to the extent that Tenant’s Proportionate Share of Operating Expenses after calendar year 2011 exceeds the actual amount of Tenant’s Proportionate Share of Operating Expenses for calendar year 2011 (the “Additional Rent”). The Additional Rent shall be due and payable on the same date that payments of Base Rent are due and payable, commencing as to such Additional Rent as of January 1, 2012.

With respect to each calendar year or part thereof for which Subtenant owes such Additional Rent, Sublandlord shall deliver to Subtenant a copy of the “Operating Expense Statement” (as defined in Section 4.2(g) of the Main Lease), promptly after receipt thereof from Landlord pursuant to Section 5.2 of the Main Lease, and thereafter Subtenant shall pay to Sublandlord, simultaneously with Subtenant’s monthly payment of Base Rent, monthly installments of one-twelfth (1/12 ^th ) of such estimated Additional Rent attributable to the Subpremises. With Tenant’s first such payment for such calendar year, Tenant shall also pay any Additional Rent owed for such year for the period from January 1 ^st of such year through the month in which such Operating Expenses Statement is received by Subtenant from Sublandlord.

Following the end of each calendar year or part thereof for which Subtenant owes Additional Rent, and promptly following Sublandlord’s receipt of an annual reconciliation statement from Landlord pursuant to Section 4.2(d) of the Main Lease (and in any event no later than thirty (30) days after Sublandlord’s receipt of such annual statement from Landlord), Sublandlord shall inform Subtenant of the amount of any overpayment or underpayment of said amounts and shall provide a copy of such annual statement to Subtenant. Within fifteen (15) days following the date on which Sublandlord gives Subtenant notice of an overpayment or underpayment, Subtenant shall (in the case of an overpayment) receive a credit against the next installment of Base Rent due or (in the case of an underpayment) pay to Sublandlord the amount of such underpayment. Sublandlord hereby agrees to timely object to such annual statement pursuant to Section 4.2(i) of the Main Lease, in the event that Subtenant provides to Sublandlord a notice of objection at least five (5) days prior to the last date by which Sublandlord, as Tenant, must provide a notice of objection to Landlord under Section 4.2(i) of the Main Lease.

(c)

“ Rent ” means all amounts payable by Subtenant under this Sublease and the Exhibits, including Base Rent. If a time for payment of an item of Rent is not specified in this Sublease, then Subtenant will pay Rent within thirty (30) days after receipt of Sublandlord’s statement or invoice. Unless otherwise provided in this Sublease, Subtenant shall pay Rent without notice, demand, deduction, abatement or setoff, in lawful U.S. currency, at: Clifton Gunderson LLP 8390 Crescent Parkway, Suite 600, Greenwood Village, Colorado 80111 (“ Sublandlord’s Billing Address ”). Sublandlord will send invoices payable by Subtenant to the Premises; however, neither Sublandlord’s failure to send an invoice nor Subtenant’s failure to receive an invoice for Base Rent will relieve Subtenant of its obligation to timely pay Base Rent. Each partial payment by Subtenant shall be deemed a payment on account; and, no endorsement or statement on any check or any accompanying letter shall constitute an accord and satisfaction, or affect Sublandlord’s right to collect the full amount due. No payment by Subtenant to Sublandlord will be deemed to extend the Term or render any notice, pending suit or judgment ineffective. By notice to the other, each party may change its billing address.

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12.

LATE CHARGES.

Subtenant acknowledges that late payment by Subtenant to Sublandlord of any Rent due hereunder will cause Sublandlord to incur costs not contemplated by this Sublease, the exact amount of such costs being extremely difficult and impractical to determine. Therefore, if Subtenant is delinquent in the payment of any Rent for more than three (3) business days after Subtenant’s receipt of written notice that such sum is overdue, Subtenant shall pay to Sublandlord on demand a “ Late Charge ” equal to five percent (5%) of such delinquent sum; provided, however, that Sublandlord shall not be obligated to give more than two (2) such notices per calendar year, with such subsequent failures to timely pay during such calendar year to be subject to such Late Charge without any notice whatsoever. Subtenant agrees that the Late Charge is not a penalty, and will compensate Sublandlord for costs not contemplated under this Sublease that are impracticable or extremely difficult to fix. Sublandlord’s acceptance of a Late Charge does not waive Subtenant’s default. Nothing in this Section contained and no acceptance of late charges by Sublandlord shall be deemed to extend or change the time for payment of Base Rent or Additional Charges.

13.

USE.

Subtenant shall use and occupy the Subleased Premises for general administrative non-governmental office use consistent with that of a first-class office building only and for no other purpose. Subtenant shall comply with the certificate of occupancy (provided it is delivered to Subtenant) relating to the Subleased Premises and with all laws, statutes, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments and the appropriate agencies, officers, departments, boards and commissions thereof, and the board of fire underwriters and/or the fire insurance rating organization or similar organization performing the same or similar functions, whether now or hereafter in force, applicable to the Subleased Premises and arising out of Subtenant’s use of the Subleased Premises.

14.

CONDITION OF SUBLEASED PREMISES.

Subtenant is leasing the Subleased Premises “as is” and Sublandlord is not required to perform any work or expend any monies, except as agreed pursuant to Sections 28 and 36, in connection with this Sublease. In making and executing this Sublease, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made. Subtenant acknowledges that Sublandlord has afforded Subtenant the opportunity for full and complete investigations, examinations, and inspections. Sublandlord shall deliver vacant possession of the Subleased Premises to Subtenant upon the full execution, delivery and approval by Landlord of this Sublease (“Commencement Date”).

15.

CONSENTS AND APPROVALS.

In any instance when Sublandlord’s consent or approval is required under this Sublease, unless provided elsewhere in this Sublease that Sublandlord may withhold its consent for any reason, such consent shall not be unreasonably withheld. However, Sublandlord’s refusal to consent to or approve any matter or thing shall be deemed reasonable if such consent or approval has not been obtained from the Landlord under the Main Lease. Sublandlord shall have no obligation to take any action to compel Landlord’s consent to any matter or thing under the Main Lease or as to this Sublease. In the event that Subtenant shall seek the approval by or consent of Sublandlord and Sublandlord shall fail or refuse to give such consent or approval, Subtenant shall not be entitled to any damages for any withholding or delay of such approval or consent by Sublandlord.

16.

NOTICES.

All notices, consents, approvals, demands and requests which are required or desired to be given by either party to the other hereunder shall be in writing and shall be sent by United States registered or certified mail and deposited in a United States post office, return receipt requested and postage prepaid or by a recognized overnight delivery service at the address for Sublandlord and Subtenant as set forth below:


To Sublandlord		To Subtenant

Clifton Gunderson LLP		Century Communities Colorado, LLC

8390 East Crescent Parkway, Suite 600		8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111		Greenwood Village, Colorado, 80111

Attention: Dave Laundy		Attention: Robert Francescon

Page 6

Notices, consents, approvals, demands and requests which are served upon Sublandlord or Subtenant in the manner provided herein shall be deemed to have been given or served for all purposes hereunder three (3) business days following the date on which such notice, consent, approval, demand or request shall have been mailed as aforesaid. Either party may, from time to time, change the names and/or addresses to which notices, consents, approvals, demands and requests shall be addressed and sent as aforesaid, by designating such other names and/or addresses in a notice given in accordance with the provisions of this Section. Sublandlord shall request that the Landlord provide a copy to the Subtenant of any notice or written communication that the Landlord sends to Sublandlord relating in any way to the subleased space including any notices relating to violation of the Lease or of a default under the terms of the Lease.

17.

TERMINATION OF MAIN LEASE.

In the event of a default under the Main Lease of all or any portion of the premises demised hereby which results in the termination of the Main Lease, the Subtenant hereunder shall, at the option of the Landlord under the Main Lease, attorn to and recognize the Landlord as landlord hereunder and shall, promptly upon the Landlord’s request, execute and deliver all instruments necessary or appropriate to confirm such attornment and recognition. Notwithstanding such attornment and recognition, the Landlord shall not:

(a)

be liable for any previous act or omission of the Sublandlord under this sublease,

(b)

be subject to any offset, not expressly provided for in this Sublease, which shall have accrued to the Subtenant hereunder against said Sublandlord, or

(c)

be bound by any modification of this Sublease or by any prepayment of more than one month’s rent, unless such modification or prepayment shall have been previously approved in writing by the Landlord.

The Subtenant hereunder hereby waives all rights under any present or future law to elect, by reason of the termination of such Main Lease, to terminate this Sublease or surrender possession of the premises demised hereby.

18.

ASSIGNMENT AND SUBLETTING.

(a)

Except for our assignment or sublease to an affiliate or a subsidiary of Subtenant as permitted in the Main Lease, Subtenant shall not, by operation of law or otherwise, assign, sell, mortgage, pledge or in any manner transfer this Sublease or any interest therein, or sublet the Subleased Premises or any part or parts thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the Subleased Premises by any person, without the prior written consent of Sublandlord and Landlord under the Main Lease which consent may not be unreasonably withheld. In connection with a subletting or assignment, if any, Subtenant must comply with the terms of the Main Lease. Under no circumstances may Subtenant enter into a sublease, assignment or other agreement to use or occupy the Subleased Premises that provides for rent or other compensation based in whole or in part on the net income or profits from the business operated in the Subleased Premises. Subtenant may not enter into any such transfer if the proposed transferee is directly or indirectly related to the Landlord or the Sublandlord under §856, et seq. of the Internal Revenue Code of 1986 (as amended). Any such transfers shall be considered null, void and of no force or effect.

Page 7

(b)

In the event Subtenant is a corporation, for purposes of this provision, the sale or transfer of fifty percent (50%) of the stock of Subtenant, whether in a single transfer or in transfers of lesser amounts which, when aggregated together, equal fifty percent (50%), shall be deemed an assignment of Subtenant’s interest under this Sublease. If Subtenant is a partnership, the provisions of this Paragraph shall apply to a transfer (by one or more transfers) of a majority interest in the partnership, as if such transfer were an assignment of this Sublease. Neither the consent of Sublandlord to an assignment, subletting, concession, or license, nor the references in this Sublease to assignees, Subtenants, concessionaires or licensees, shall in any way be construed to relieve Subtenant of the requirement of obtaining the consent of Sublandlord to any further assignment or subletting or to the making of any assignment, subletting, concession or license for all or any part of the Subleased Premises.

(c)

In the event Sublandlord consents to any assignment of this Sublease, the assignee shall execute and deliver to Sublandlord an agreement in form and substance satisfactory to Sublandlord whereby the assignee shall assume all of Subtenant’s obligations under this Sublease. Notwithstanding any assignment or subletting, including, without limitation, any assignment or subletting permitted or consented to, the original Subtenant named herein and any other person(s) who at any time was or were a Subtenant shall remain fully liable on this Sublease, and if this Sublease shall be amended, modified, extended or renewed, the original Subtenant named herein and any other person(s) who at any time was or were a Subtenant shall remain fully liable on this Sublease so as amended, modified, extended or renewed.

(d)

Any violation of any provision of this Sublease by any assignee, Subtenant or other occupant shall be deemed a violation by the original Subtenant named herein, the then Subtenant and any other person(s) who at any time was or were a Subtenant; it being the intention and meaning that the original Subtenant named herein, the then Subtenant and any other person(s) who at any time was or were Subtenant shall all be liable to Sublandlord for any and all acts and omissions of any and all assignees, Subtenants and other occupants of the Subleased Premises. Notice of any violation of the Sublease by the then Subtenant shall be sent to Subtenant as required herein.

(e)

If this Sublease shall be assigned or if the Subleased Premises or any part thereof shall be sublet or occupied by any person or persons other than the original Subtenant named herein, Sublandlord may collect rent from any such assignee and/or any Subtenants or occupants, and apply the net amounts collected to the Base Rent and Additional Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this Section, or the acceptance of the assignee, Subtenant or occupant as Subtenant, or a release of any person from the further performance by such person of the obligations of Subtenant under this Sublease.

(f)

Subject to the following sentence, the provisions of this Section 16 shall not apply to transactions with an Entity (as hereinafter defined) into or with which Subtenant is merged or consolidated or with an entity to which substantially all of Subtenant’s assets are transferred (provided-such merger or transfer of assets is for a good business purpose and not principally for the purpose of transferring the leasehold estate created hereby, and provided further, that the Entity has a net worth at least equal to or in excess of the net worth of Subtenant immediately prior to such merger or transfer) or, if such Entity is a partnership, with a successor partnership, nor shall the provisions of Section 18 apply to transactions with an Entity that controls or is controlled by Subtenant or is under common control with Subtenant (for purposes hereof, “ control ” shall mean ownership of not less than 50% of all of the voting stock or legal and equitable interest in the entity in question). In addition, such transferee must intend to operate in the Subleased Premises a business customarily found in first class office buildings in the Denver metropolitan area. Nothing in this section shall permit Subtenant or any successor to use or occupy the Subleased Premises for any purpose other than the purposes stated in Section 11 of this Sublease. For the purposes hereof, the term “ Entity ” shall mean any corporation, professional corporation, limited liability partnership, limited liability company or partnership.

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19.

INSURANCE.

(a)

Before taking possession of the Subleased Premises for any purpose (including construction of Subtenant Improvements, if any) and during the Term, Subtenant will provide and keep in force the following coverage:

(i)

Commercial general liability insurance insuring Subtenant’s use and occupancy of the Subleased Premises and Common Areas, and covering personal and bodily injury, death, and damage to others’ property of not less than the $2,000,000.00 for any one accident or occurrence. Each of these policies shall include cross liability and severability of interests clauses, and be written on an occurrence, and not claims-made, basis. Each of these policies shall name Sublandlord, Landlord, the Building property manager, each secured lender, and any other party reasonably designated by Landlord or Sublandlord as an additional insured (“ Additional Insured ”).

(ii)

All risk insurance (including standard extended coverage endorsement perils, leakage from fire protective devices and other water damage) covering the full replacement cost of the Leasehold Improvements, Subtenant’s Personal Property, and Sublandlord’s Furniture & Equipment to be used by Subtenant during the term of this sublease pursuant to Section 35 (b) and 35 (c), (each as defined under the Main Lease). Each of these policies shall name Sublandlord and Landlord as Loss Payee to the extent of their interest in the Leasehold Improvements, Furniture and Equipment.

(iii)

If any boiler or machinery is operated in the Subleased Premises, boiler and machinery insurance.

(iv)

Insurance required by law, including workers’ compensation insurance.

(v)

Employer’s liability insurance with limits not less than $1 million.

(vi)

Commercial automobile liability insurance covering all owned, hired, and non-owned vehicles with a combined single limit of not less than $1 million for each accident or person.

(b)

Subtenant shall deliver to Sublandlord and the Landlord under the Main Lease a certificate of insurance for the types of insurance coverage required hereunder prior to the Commencement Date. Subtenant shall deliver to Sublandlord and the Landlord under the Main Lease a renewal certificate of insurance upon the renewal or replacement of any existing policy. Landlord and Sublandlord shall be given thirty (30) days notice if such policy is to be canceled or modified. All such policies shall be issued by companies licensed to do business in the State of Colorado, and shall be rated “AVIII” or better by Best’s Rating Guide. Sublandlord shall have the right at any time and from time to time if required by Landlord, to require Subtenant to increase the amount of the insurance maintained by Subtenant under this Section.

20.

ESTOPPEL CERTIFICATES.

Subtenant shall, within seven (7) days after each and every request by Sublandlord, execute, acknowledge and deliver to Sublandlord a statement in writing:

(a)

certifying that this Sublease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified, and stating the modifications),

(b)

specifying the dates to which the Base Rent and Additional Rent have been paid,

(c)

stating whether or not, to the best knowledge of Subtenant, Sublandlord is in default in performance or observance of its obligations under this Sublease, and, if so, specifying each such default and

(d)

stating whether or not, to the best knowledge of Subtenant, any event has occurred which with the giving of notice or passage of time, or both, would constitute a default by Sublandlord under this Sublease, and, if so, specifying each such event.

Page 9

Any such statement delivered pursuant to this Section may be relied upon by any prospective assignee or transferee of the leasehold estate under the Main Lease.

21.

ALTERATIONS.

Subtenant shall not make or cause, suffer or permit the making of any alteration, addition, change, replacement, installation or addition in or to the Subleased Premises without obtaining the prior consent of Sublandlord and Landlord under the Main Lease in each instance.

22.

RIGHT TO CURE SUBTENANT’S DEFAULTS.

If Subtenant shall at any time fail to make any payment or perform any other obligation of Subtenant hereunder, then Sublandlord shall have the right, but not the obligation, after the lesser of three (3) business days’ Notice to Subtenant or the time within which Landlord may act on Sublandlord’s behalf under the Main Lease, or without notice to Subtenant in the case of any emergency, and without waiving or releasing Subtenant from any obligations of Subtenant hereunder, to make such payment or perform such other obligation of Subtenant in such manner and to such extent as Sublandlord shall deem reasonably necessary, and in exercising any such right, to pay any incidental costs and expenses, employ attorneys, and incur and pay reasonable attorneys’ fees. Subtenant shall pay to Sublandlord upon demand all sums so paid by Sublandlord and all incidental costs and expenses of Sublandlord in connection therewith, together with interest thereon at the rate of one percent per calendar month or any part thereof or the then maximum lawful interest rate, whichever shall be less, from the date of the making of such expenditures.

23.

SECURITY.

(a)

Subtenant shall deposit with Sublandlord the sum of Nineteen Thousand Two Hundred Forty-Nine Dollars ($19,249.08) (the “ Security Deposit ”) as security for the performance by Subtenant of all of the terms, covenants and conditions of this Sublease on Subtenant’s part to be performed. The Security Deposit shall be paid by Subtenant upon execution of this Sublease and held by Sublandlord in a non interest bearing account. Sublandlord shall have the right, with notice to Subtenant, and regardless of the exercise of any other remedy Sublandlord may have by reason of a default, to apply any part of said deposit to cure any default of Subtenant, and, if Sublandlord does so, Subtenant shall upon demand deposit with Sublandlord the amount so applied so that Sublandlord shall have the full amount of the security at all times during the term of this Sublease. If Subtenant shall fail to make such deposit, Sublandlord shall have the same remedies for such failure as Sublandlord has for a default in the payment of Rent. If Subtenant performs all of its obligations hereunder, said Security Deposit, or as much has not been validly applied by Sublandlord, will be returned/applied without interest within thirty (30) days after the expiration of the Term, including any renewals thereof.

(b)

In the event of an assignment or transfer of the leasehold estate under the Main Lease, Sublandlord shall have the right to transfer the security to the assignee. The security deposited under this Sublease shall not be assigned or encumbered by Subtenant without the prior consent of Sublandlord, and any such assignment or encumbrance shall be void.

(c)

Subtenant covenants that it will not assign or encumber, or attempt to assign or encumber, the cash Security Deposit deposited hereunder, and that neither Sublandlord nor its successors or assigns shall be bound by any such encumbrance. In the event that any bankruptcy, insolvency, reorganization or other debtor-creditor proceedings shall be instituted by or against Subtenant, its successors or assigns, or any guarantor of Sub-Tenant hereunder, the security shall be deemed to be applied to the payment of the Base Rent due Sublandlord for periods prior to the institution of such proceedings and the balance, if any, may be retained by Sublandlord in partial satisfaction of Sublandlord’s damages.

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24.

BROKERAGE.

Subtenant represents to Sublandlord that no broker or other person had any part, or was instrumental in any way, in bringing about this Sublease other than Andrew L. Blaustein and Nathan R. Johnson III of Newmark Knight Frank Frederick Ross for Sublandlord and Rick Robinson of Space Commercial Real Estate for Subtenant (“Brokers”). Brokers will be paid by Sublandlord in accordance with a separate agreement. Subtenant agrees to indemnify, defend and hold harmless, Sublandlord and Landlord under the Main Lease from and against any claims made by any other broker or other person for a brokerage commission, finder’s fee, or similar compensation, by reason of or in connection with this Sublease, and any loss, liability, damage, cost and expense (including, without limitation, reasonable attorneys’ fees) in connection with such claims if such other broker or other person claims to have had dealings with Subtenant. Sublandlord agrees to indemnify, defend and hold harmless, Subtenant and Landlord from and against any claims made by any other broker or other person for a brokerage commission, finder’s fee, or similar compensation, by reason of or in connection with this Sublease, and any loss, liability, damage, cost and expense (including, without limitation, reasonable attorneys fees) in connection with such claims if such other broker or other person claims to have had dealings with Subtenant.

25.

WAIVER OF JURY TRIAL AND RIGHT TO COUNTERCLAIM.

Subtenant hereby waives all right to trial by jury in any summary or other action, proceeding or counterclaim arising out of or in any way connected with this Sublease, the relationship of Sublandlord and Subtenant, the Subleased Premises and the use and occupancy thereof, and any claim of injury or damages. Subtenant also hereby waives all right to assert or interpose a counterclaim in any summary proceeding or other action or proceeding to recover or obtain possession of the Subleased Premises.

26.

NO WAIVER.

The failure of Sublandlord to insist in any one or more cases upon the strict performance or observance of any obligation of Subtenant hereunder or to exercise any right or option contained herein shall not be construed as a waiver or relinquishment for the future of any such obligation of Subtenant or any right or option of Sublandlord. Sublandlord’s receipt and acceptance of Base Rent or Additional Rent, or Sublandlord’s acceptance of performance of any other obligation by Subtenant, with knowledge of Subtenant’s breach of any provision of this Sublease, shall not be deemed a waiver of such breach. No waiver by Sublandlord of any term, covenant or condition of this Sublease shall be deemed to have been made unless expressed in writing and signed by Sublandlord.

27.

COMPLETE AGREEMENT.

There are no representations, agreements, arrangements or understandings, oral or written, between the parties relating to the subject matter of this Sublease which are not fully expressed in this Sublease. This Sublease cannot be changed or terminated orally or in any manner other than by a written agreement executed by both parties.

28.

SIGNAGE; ADVERTISING.

Signs in the Subleased Premises shall be subject to the approval of Sublandlord and the Landlord under the Main Lease and shall be in compliance with the Main Lease. Sublandlord shall not unreasonably withhold its consent to such signage. However, Sublandlord’s refusal to consent to or approve any such request shall be deemed reasonable if such consent or approval has not been obtained from the Landlord under the Main Lease. There is reserved to Landlord under the Main Lease the right to direct Subtenant to remove any sign should Landlord deem such display inappropriate for the Subleased Premises. Subtenant shall not encumber or obstruct or permit to be encumbered or obstructed any hallway, service elevator, stairway or passageway at the Building. Subtenant shall comply with all of the laws, orders, rules and regulations of governmental authorities having jurisdiction thereof. Subtenant shall obtain and apply for all permits required for the installation or maintenance of any sign or window display. Notwithstanding the foregoing, Sublandlord will arrange with the Landlord under the Main Lease to provide for initial building standard directory listings in the lobby of the Building and suite signage at Sublandlord’s expense.

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29.

PERMITS.

Subtenant, shall, at its own cost and expense, obtain any and all permits, licenses and/or certificates, of whatsoever kind or nature, from any and all authorities having jurisdiction over the Subleased Premises, necessary or required for the occupation and use of the Subleased Premises as provided for in this Sublease.

30.

SUCCESSORS AND ASSIGNS.

The provisions of this Sublease, except as herein otherwise specifically provided, shall extend to, bind and inure to the benefit of the parties hereto and their respective personal representatives, heirs, successors and permitted assigns. In the event of any assignment or transfer of the leasehold estate under the Main Lease, the transferor or assignor, as the case may be, shall be and hereby is entirely relieved and freed of all obligations under this Sublease. Any transfer or assignment shall not adversely affect Subtenant’s rights under the Sublease.

31.

INTERPRETATION AND ENFORCEMENT.

(a)

Irrespective of the place of execution or performance, this Sublease shall be governed by and construed in accordance with the laws of the State of Colorado. If any provision of this Sublease or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Sublease and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law.

(b)

The table of contents, captions, headings and titles, if any, in this Sublease are solely for convenience of reference and shall not affect its interpretation. This Sublease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Sublease to be drafted and neither party shall be construed as the drafter of this Sublease. If any words or phrases in this Sublease shall have been stricken out or otherwise eliminated, whether or not any other words or phrases have been added, this Sublease shall be construed as if the words or phrases so stricken out or otherwise eliminated were never included in this Sublease and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated.

(c)

Each covenant, agreement, obligation or other provision of this Sublease shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making same, not dependent on any other provision of this Sublease unless otherwise expressly provided.

(d)

All terms and words used in this Sublease, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. The word “person” as used in this Sublease shall mean a natural person or persons, a partnership, a corporation or any other form of business or legal association or entity.

32.

CONSENT OF LANDLORD UNDER MAIN LEASE.

This Sublease shall have no effect until the Landlord under the Main Lease shall have given its written consent hereto in accordance with the terms of the Main Lease. If the Landlord under the Main Lease does not give its consent to this Sublease for any reason whatsoever within fourteen (14) days after the date hereof and this Sublease shall be deemed null and void and of no effect.

Notwithstanding anything to the contrary in sections 11, 15, 23 and 32, Sublandlord, at its sole cost, shall be responsible for obtaining the consent of Landlord to this Sublease and to the remodel of the Premises contemplated hereunder. Until such time as such consent is obtained, the security deposit and the first months rent that are to be paid upon the execution of this Sublease shall be held by Sublandlord. If such consent is not obtained and the Sublease is terminated pursuant to section 32, all money shall be immediately returned to Subtenant. Upon approval by Landlord of this Sublease, the money shall be applied in accordance with the Sublease.

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33.

SURVIVAL.

Sublandlord’s and Subtenant’s obligations to observe and perform the terms, covenants, conditions and agreements in this Sublease shall survive the expiration or sooner termination of this Sublease.

34.

SUBLANDLORD’S RIGHT ON EVENT OF DEFAULT

(a)

On the occurrence of any Event of Default, the Sublandlord may:

(i)

re-enter and repossess any or all of the Premises and any or all of the improvements thereon and additions thereto; and/or

(ii)

declare the present value of the entire balance of the Base Rent at the lowest prime rate of interest in effect at a commercial full service bank in Denver, Colorado for the remainder of the Term or Option Term if exercised, to be due and payable immediately, and collect such balance in any manner not inconsistent with applicable law; provided that if the Sublandlord elects to relet any or all of the Premises following such acceleration of Base Rent, the provisions of subparagraphs (iii) of this Section 34 shall be applicable with respect to the rights of the Sublandlord and the Subtenant. Accelerated payments payable hereunder shall not constitute a penalty or forfeiture or liquidated damages, but shall merely constitute payment of Base Rent in advance; and/or

(iii)

terminate this Sublease by giving written notice of such termination to the Subtenant, which termination shall be effective as of the date of such notice or any later date therefore specified by the Sublandlord therein (provided, that without limiting the generality of the foregoing provisions of this subparagraph (iii), the Sublandlord shall not be deemed to have accepted any abandonment or surrender by the Subtenant of any or all of the Premises or the Subtenant’s leasehold estate under this Sublease unless the Sublandlord has advised the Subtenant expressly and in writing, regardless of whether the Sublandlord has reentered or relet any or all of the Premises or exercised any or all of the Sublandlords’ other rights under the provisions of this Section or applicable law); and/or

(iv)

in the Sublandlord’s own name (but either (i) as agent for the Subtenant, if this Sublease has not then been terminated, or (ii) for the benefit of the Subtenant, if this Sublease has then been terminated), relet any or all of the Premises with or without any additional premises, for any, or all of the remainder of the Term or Option Term (or, if this Sublease has then been terminated, for any or all of the period which would, but for such termination, have constituted the remainder of the Term or Option Term) or for a period exceeding such remainder, on such terms and subject to such conditions as are acceptable to the Sublandlord in its sole and absolute discretion (including, without limitation, the alteration of any or all of the Premises in any manner which, in the Sublandlord’s judgment, is necessary or desirable as a condition to or otherwise in connection with such reletting, and the allowance of one or more concessions or “free-rent” or reduced-rent periods), and collect and receive the rents therefore. Anything contained in the provisions of this Sublease or applicable law to the contrary notwithstanding, (a) the Subtenant shall have no right in or to any surplus which may be derived by the Sublandlord from any such reletting, in the event that the proceeds of such reletting exceed any Rent, installment thereof or other sum owed by the Subtenant to the Sublandlord hereunder; and (b) the Subtenant’s liability hereunder shall not be diminished or affected by any such failure to relet or the giving of any such initial or other concessions or “free-rent” or reduced-rent periods in the event of any such reletting. In the event of any such reletting, the Subtenant shall pay to the Sublandlord, at the time and in the manner specified by the provisions of Article I (unless the Sublandlord has elected to accelerate Base Rent as provided in subparagraph (ii) of this Section 34.(a), in which event the Subtenant shall be obligated to pay such accelerated amount as provided in subparagraph (ii) of this Section 34.(a.) (x) the

Page 13

installments of the Rent accruing during such remainder (or, if this Sublease has then been terminated, damages equaling the respective amounts of such installments of the Rent which would have accrued during such remainder, had this Sublease not been terminated), less any monies received by the Sublandlord with respect to such remainder from such reletting of any or all of the Premises, plus (y) the cost to the Sublandlord of any such reletting (including, by way of example rather than of limitation, any attorneys’ fees and disbursements, leasing or brokerage commissions, repair or improvements expenses and the expense of any other actions taken in connection with such reletting), plus (z) any other sums for which the Subtenant is liable under Section 34.(d) and/or

(v)

cure such Event of Default in any other manner; and/or

(vi)

pursue any combination of such remedies and/or any other right or remedy available to the Sublandlord on account of such Event of Default under this Sublease and/or at law or in equity.

Nothing herein contained shall limit or prejudice the Sublandlord’s right to prove and obtain as damages, by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved.

(b)

No such expiration or termination of this Sublease, or summary dispossession proceedings, abandonment, reletting, bankruptcy, re-entry by the Sublandlord or vacancy, shall relieve the Subtenant of any of its liabilities and obligations under this Sublease (whether or not any or all of the Premises are relet), and the Subtenant shall remain liable to the Sublandlord for all damages resulting from any Event of Default, including but not limited to, any damage resulting from the breach by the Subtenant of any of its obligations under this Sublease to pay Rent and any other sums which the Subtenant is obligated to pay hereunder.

(c)

If any or all of the Premises are relet by the Sublandlord for any or all of the unexpired Term of this Sublease, the amount of rent reserved upon such reletting shall be deemed to be the fair and reasonable rental value for the part or the whole of the Premises so relet during the term of the reletting.

(d)

On the occurrence of an Event of Default, the Subtenant shall, immediately on its receipt of a written demand therefore from the Sublandlord, reimburse the Sublandlord for (a) all expenses (including, without limitation, any and all repossession costs, management expenses, operating expenses, legal expenses and attorneys’ fees and disbursements) successfully incurred by the Sublandlord (i) in curing or seeking to cure any Event of Default and/or (ii) in exercising or seeking to exercise any of the Sublandlord’s rights and remedies under this Sublease and/or at law or in equity on account of any Event of Default, and/or (iii) otherwise arising out of any Event of Default, (b) interest on all such expenses, at the rate of twelve percent (12%) per annum or the highest rate then permitted on account thereof by applicable law, all of which expenses and interest shall be Rent and shall be payable by the Subtenant immediately on demand therefore by the Sublandlord.

34.

HOLDOVER.

(a)

Subtenant acknowledges that its agreement to timely vacate the Subleased Premises is a material part of this Sublease. In the event Subtenant shall hold over after the expiration of the Term (whether as provided in this Sublease or such earlier expiration date which may arise as a result of a default by Subtenant), the parties hereby agree that Subtenant’s occupancy of the Subleased Premises after the expiration of the Term shall be upon all of the terms set forth in this lease except Subtenant shall pay as rent for the holdover period an amount equal to one hundred fifty (150%) percent of the Base Rent payable by Subtenant during the last year of the Term. Such holdover period, unless otherwise approved by the Sublandlord, shall not exceed ninety (90) days.

Page 14

Nothing herein contained shall be deemed to permit Subtenant to retain possession of the Subleased Premises after the Termination Date or sooner termination of this Sublease and no acceptance by Sublandlord of payments from Subtenant after the Termination Date or sooner termination of the Term shall be deemed to be other than on account of the amount to be paid by Subtenant in accordance with the provisions of this paragraph, which provisions shall survive the Termination Date or sooner termination of this Sublease.

(b)

If Subtenant shall hold over or remain in possession of any portion of the Subleased Premises beyond the expiration of the Term, notwithstanding the acceptance of any Rent and Additional Rent paid by Subtenant pursuant to subsection (a) above, Subtenant shall be subject not only to summary proceedings and all damages related thereto, but Subtenant shall also indemnify Sublandlord from any and all damages, claims, liabilities or causes of action which result from Subtenant holding over including but not limited to claims by the Landlord under the Main Lease or lost opportunities by Sublandlord as a result of such holdover.

35.

SERVICES.

(a)

Sublandlord shall its commercially reasonable best efforts to ensure that Landlord provides to the Subleased Premises the services set forth in Article Seven (7) of the Main Lease, and shall request Additional Services from Landlord on Subtenant’s behalf. Subtenant shall pay to Sublandlord any and all charges billed to Sublandlord by Landlord for any services provided to the Subleased Premises.

(b)

Notwithstanding any such discontinuance of any service to be provided by Landlord pursuant to the Main Lease, this Sublease shall otherwise remain in full force and effect and such discontinuance shall not constitute an actual or constructive eviction, in whole or in part, provided that Subtenant shall be entitled to a diminution or abatement of rent to the same extent as Tenant under the Main Lease provided Sublandlord is awarded such relief or entitle Subtenant to any abatement or diminution in the Rent, or any rent payable hereunder except as set forth in Paragraph 4(c) above. Furthermore, Subtenant hereby waives and releases Sublandlord from any liability (including any diminution of rental value) by reason of inconvenience, annoyance or injury to Subtenant or injury to or interruption of Subtenant’s business or otherwise unless caused solely by the actions of inactions of Sublandlord.

36.

SUBTENANT IMPROVEMENTS

Sublandlord shall cause, at its sole cost and expense, the improvements identified in Exhibit D, (Tenant Improvements, Suite 650) attached hereto, which have been approved by the Subtenant, to be substantially completed prior to commencement of the Sublease. Any revisions after execution of the Sublease shall be at the sole cost and expense of the Subtenant.

37.

PARKING

Subtenant shall have right to use and enjoy a total of forty-eight (48) parking spaces for the Term of which, thirty (30) shall be unreserved, surface parking spaces and free charge, fourteen (14) shall be covered and unreserved spaces and two (2) shall be covered and reserved, in a location to be reasonably agreed to by Sublandlord and Subtenant. Subtenant shall reimburse Sublandlord monthly, as Additional Rent, the current market rates charged by the Landlord per the Main Lease for the fourteen (14) covered, unreserved spaces and the two (2) covered, reserved spaces, which are currently, although subject to change as provided in the Main Lease, $50 per month, per space and $100 per month, per space, respectively.

38.

FURNITURE, FIXTURES AND EQUIPMENT

Certain furniture owned by the Sublandlord, as noted and listed in Exhibit E attached hereto (Existing Furniture) and cabling shall remain in the space for the Subtenant’s use for the term of the sublease and shall be maintained by the Subtenant at its sole cost and expense. Subtenant shall keep the Existing Furniture and cabling in its “asis” location and configuration or shall return it to its “asis” location and

Page 15

configuration upon expiration of the Term. Upon expiration of the Term, Subtenant shall deliver the Existing Furniture and cabling back to Sublandlord in its previous condition, ordinary wear and tear excepted. Notwithstanding the foregoing, should Subtenant exercise and Sublandlord accept exercise of the Option Term then, provided Subtenant is not in default under the Sublease and occupying the space upon expiration of the Option Term, the Existing Furniture, shall become the sole property of the Subtenant and Sublandord shall convey such Property by bill of sale free and clear of all liens and encumbrances.

39.

RENEWAL OPTION.

Provided Subtenant is not in default after the expiration of all cure periods under the Sublease, Subtenant shall have a one time right, subject to Sublandlord approval, to extend the Term of the Sublease for a period of three (3) years (the “Option Term”). Tenant must exercise said Option Term by providing Landlord written notice of Subtenant’s request to extend the Term, at least one hundred twenty (120) days prior to expiration of the Term. Sublandlord shall, within Thirty (30) days after receipt of Subtenant’s written notice of exercise, advise Subtenant in writing if it approves Subtenant’s exercise of the Option Term. If Sublandlord approves Subtenant’s exercise of the Option Term, Base Rent shall be as provided in Section 11(a) and all other provisions of the Sublease shall remain unchanged. In the event that Sublandlord does not approve Subtenant’s exercise of the Option Term or in the event that the Main Lease is terminated, Sublandlord shall pay to the Subtenant, provided Subtenant is not in default after the expiration of all cure periods under the Sublease, the sum of One Hundred-Fifty Thousand Dollars ($150,000.00) within thirty days after expiration of the Term. Notwithstanding anything in this Section 39 to the contrary, Sublandlord may only elect not to approve Subtenant’s exercise of the Option Term if Sublandlord will utilize the Subleased Premises for the purpose of operating its business within the Building.

[SIGNATURES FOLLOW ON NEXT PAGE]

Page 16

IN WITNESS WHEREOF, Sublandlord and Subtenant have hereunto executed this Sublease as of the day and year first written above.


SUBLANDLORD

Clifton Gunderson LLP

By:


Name:		David E. Bailey

Title:		COO

SUBTENANT

Century Communities of Colorado, LLC

By:


Name:		Robert J. Fransen

Title:		CO-CEO

Page 17

EXHIBIT A

FLOOR PLAN

Exhibit A – Page 1

EXHIBIT B

CONFIRMATION OF SUBLEASE TERM

Exhibit B – Page 1

EXHIBIT B

Confirmation of Sublease Term

THIS CONFIRMATION OF SUBLEASE TERM is made as of the day of Jun, 2011, between Clifton Gunderson LLP (“ Sublandlord ”), and Century Communities Colorado, LLC (“ Subtenant ”), who entered into a Sublease dated for reference purposes as of April , 2010, covering certain premises located at 8390 East Crescent Parkway, Suite 250, Greenwood Village, Colorado 80111. All capitalized terms, if not defined herein, shall be defined as they are defined in the Lease.

1. Sublandlord and Subtenant hereby agree that (i) the “Commencement Date” is June , 2011; (ii) the “Termination Date” is July 31, 2015 and (iii) the Premises contain 11,132 rentable square feet.

2. Subtenant hereby confirms the following:

(a)

Subtenant has accepted possession of the Subleased Premises pursuant to the terms of the Sublease

(b)

Subtenant has no offsets or credits against rentals at the time it took possession of the Subleased Premises;

(c)

the $19,249.08 Security Deposit has been paid as provided in the Sublease;

(d)

the $17,857.58 representing the first month’s Base Rent has been paid as provided in the Sublease;

(e)

there is no default by Landlord or Sublandlord under the Sublease; and

(f)

the Sublease is in full force and effect.

3. Sublandlord represents and warrants, to the best of its information, knowledge and belief that it has fulfilled all of its duties of an inducement nature or as otherwise set for the in the Sublease and the Main Lease.


SUBLANDLORD

Clifton Gunderson LLP

By:

Name:

Title:

SUBTENANT

Century Communities Colorado, LLC

By:

Name:

Title:

EXHIBIT C

MAIN LEASE

Exhibit C – Page 1

Lessee: Clifton Gunderson, LLP

STANDARD OFFICE LEASE

D ENVER T ECHNOLOGICAL C ENTER

TABLE OF CONTENTS


		Page

1.	Basic Lease Provisions	1

2.	Premises, Parking and Common Areas	2

3.	Term	4

4.	Rent	5

5.	Intentionally Omitted	8

6.	Use	8

7.	Maintenance, Repairs, Alterations and Common Area Services	10

8.	Insurance, Indemnity	13

9.	Damage or Destruction	15

10.	Taxes	18

11.	Utilities	19

12.	Assignment and Subletting	19

13.	Default; Remedies	21

14.	Hazardous Substances	23

15.	Eminent Domain	25

16.	Broker’s Fee	26

17.	Estoppel Certificate	26

18.	Sale or Assignment by Lessor	27

19.	Severability	27

20.	Interest on Past-due Obligations	27

21.	Time of Essence	27

22.	Entire Agreement; Amendments	27

23.	Notices	27

24.	Waivers; Modifications	28

25.	Recording	28

26.	Holding Over	28

27.	Cumulative Remedies	28

28.	Covenants and Conditions	28

29.	Binding Effect; Choice of Law	28

30.	Subordination	28

31.	Attorney’s Fees	29

32.	Lessor’s Access	29

TABLE OF CONTENTS

(continued)


		Page

33.	Auctions	30

34.	Signs	30

35.	Merger	30

36.	Intentionally Omitted	30

37.	Quiet Possession	30

38.	Authority	30

39.	Options and Expansion Rights	31

40.	Security Measures	34

41.	Lessor’s Reservations; Lessee’s Restrictions	35

42.	Easements	35

43.	Performance Under Protest	35

44.	Conflict	35

45.	Lender Modification	35

46.	Lessor’s Consent or Waiver for Benefit of Lessee’s Lender	35

47.	Lessee’s Consent or Waiver for Benefit of Lessor’s Lender	36

48.	Multiple Parties	36

49.	Counterparts	36

50.	Attachments	36

D ENVER T ECHNOLOGICAL C ENTER

STANDARD OFFICE LEASE

1. Basic Lease Provisions

1.1 Parties . This Lease, dated, for reference purposes only, July 13, 2007, is made by and between Board of Administration as Trustee for the Police and Fire Department Retirement Fund , a pension fund of the City of San Jose, California (herein called “ Lessor ”), and Clifton Gunderson LLP , a Delaware limited liability partnership, (herein called “ Lessee ”).

1.2 Premises. The entire fifth (5 ^th ) and sixth (6 ^th ) floors and Suite Number 250, in the Building (as defined in Sections 1.3 and 2.1 hereof), consisting of approximately 49,318 rentable square feet, more or less, as defined in Section 2 and as shown on Exhibit “A” hereto (the “ Premises ”).

1.3 Building. Commonly described as 8390 East Crescent Parkway , in the City of Greenwood Village , County of Arapahoe , State of Colorado .

1.4 Use. General office purposes, the conduct of a general public accounting practice and ancillary to such accounting practice, the sale of insurance, securities and other financial products and services.

1.5 Possession. Lessor shall deliver physical possession of the Premises to Lessee on or about July 16, 2007 (“ Possession Date ”) for the purpose of completing Lessee’s Work (as defined in Section 6.4 hereof). Possession of the Premises shall be deemed tendered to Lessee by Lessor when: (i) the Building utilities are ready for use in the Premises and (ii) Lessee has reasonable access to the Premises. Lessee’s and Lessor’s obligations contained in Sections 6.4, 7.1, 7.3 and 8 hereof shall be effective from the Possession Date until the Commencement Date (as defined below).

1.6 Term. One hundred twenty-nine (129) months, commencing on the earlier of November 1, 2007 (the “ Scheduled Commencement Date ”) or the date Lessee takes occupancy of the Premises (the “ Commencement Date ”) and ending on July 31, 2018 (the “ Termination Date ”), subject to the option to extend described in Section 39. Lessee shall be entitled to enter the Premises up to two (2) weeks prior to the Commencement Date to install furniture, fixtures, and equipment, and such early entry shall not be construed as “taking occupancy” for purposes of fixing the Commencement Date hereunder. For purpose of this Lease, including without limitation, Section 3.2 hereof, the term “occupancy or occupies” or any variation thereof shall mean conducting business or the physical presence of employees other than for installation of furniture, fixtures, and equipment in the Premises. Once the Commencement Date has been established, Lessor and Lessee shall complete and execute the Commencement Date Certification substantially in the form of Exhibit “C” attached hereto.

1.7 Base Rent. Base Rent for the period November 1, 2007 to July 31, 2008, shall be zero dollars per month. Commencing August 1, 2008 (the “ Rent Commencement Date ”), Base Rent shall be $95,553.63 per month, payable pursuant to Section 4.

1.8 Base Rent Increase. The monthly Base Rent payable under Section 1.7 above shall be adjusted on each anniversary of the Rent Commencement Date resulting in an increase of $0.50 per square foot per year as set forth in the following schedule:

1.11 Lessee’s Share. 36.52%

2. Premises, Parking and Common Areas.

2.1 Premises. Subject to the terms, covenants and conditions set forth in this Lease, Lessor hereby leases to Lessee and Lessee leases from Lessor the Premises specified in Section 1.2 of the Basic Lease Provisions. The Premises are a portion of the Building identified in Section 1.3 of the Basic Lease Provisions. As used herein, the term “ Building ” shall include adjacent parking structures used in connection therewith. The Premises, the Building, the Common Areas, the land upon which the same are located, along with all other buildings and improvements thereon or thereunder, are herein collectively referred to as the “ Office Building Project .” As used herein, the term “ Common Areas ” shall include all areas and facilities outside the Premises and within the exterior boundary line of the Office Building Project that are provided and designated by Lessor from time to time for the general non-exclusive use of Lessor, Lessee and of other lessees of the Office Building Project and their respective employees, suppliers, shippers, customers and invitees, including, but not limited to, common entrances, lobbies, corridors, stairways and stairwells, public restrooms, elevators, escalators, parking areas to the extent not otherwise prohibited by this Lease, loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, ramps, driveways, landscaped areas and decorative walls. Lessor reserves unto itself and its designees the use of the roof, exterior walls and area beneath the floor and above the ceiling Premises, together with the right, from time to time, to install, maintain, use, repair and replace utility lines, tunneling, pipes, ducts, conduits, and wire and the like leading under, over or through the Premises.

2.2 Vehicle Parking. Subject to the rules and regulations attached hereto as Exhibit “B” (the “ Rules and Regulations ”), and as established by Lessor or its duly authorized parking operator from time to time, Lessee shall be entitled to lease and use two hundred four (204) parking spaces (4.14 per 1,000 rentable square feet) in the parking garage structure within the Office Building Project, of which seventy-four (74) (1.5 per 1,000 rentable square feet) shall be covered spaces and one hundred thirty (130) shall be uncovered spaces. Sixteen (16) of the 74 covered spaces, specifically parking spaces C13 through and including C28 as depicted on Exhibit E attached hereto, shall be reserved spaces and the other fifty-eight (58) covered spaces shall be unreserved. All covered parking shall be free to Lessee until July 31, 2008. Commencing August 1, 2008, the reserved covered parking spaces shall be leased to Lessee at the rate of $100.00 per month per space, subject to adjustment as hereafter set forth, and the unreserved spaces shall be leased to Lessee at the rate of $45.00 per month per space, subject to adjustment as hereafter set forth. All surface lot parking outside the parking garage structure and surface spaces on the top level of the parking garage structure shall be free to Lessee throughout the Term of this Lease. All parking charges shall be Additional Rent hereunder.

(a) Parking rates for covered parking shall be adjusted as of August 1, 2013, and as of the commencement of each Extension Term, if any, to the then existing market rate for covered parking charged by Lessor, but not by more than five percent (5%) per annum cumulative above the initial rates.

(b) If Lessee’s employees violate any parking rules then in effect, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and invoice Lessee for the cost of such removal, which invoice shall be payable immediately upon receipt.

(c) Lessor reserves the right, in its discretion, (i) to reconfigure the parking area and ingress to and egress from the parking area, (ii) to modify the directional flow of traffic in the parking area, (iii) subject to the rights of Lessee contained in this Section 22 as to the number (but not location) of parking spaces allocated to Lessee, to allocate and assign parking spaces among Lessee and the other tenants of the Building or to restrict the use of certain parking spaces for certain tenants, and (iv) subject to the rights of Lessee contained in this Section 2.2 as to the number (but not location) of parking spaces allocated to Lessee, to install or otherwise implement and amend parking rules and regulations, and control or monitoring devices for the parking facilities, including a paid parking program subject to this Section 2.2. Notwithstanding the foregoing, Lessor shall exercise its right to relocate the reserved parking spaces allocated to Lessee hereunder in a reasonable manner and only if made to a comparable location with respect to proximity to the Building.

(d) Lessor encouraged Lessee in its reasonable discretion to establish and maintain during the Term a program to reasonably encourage maximum use of public transportation by personnel of Lessee employed on the Premises, including without limitation, distributing to such employees written materials explaining the convenience and availability of public transportation facilities adjacent or proximate to the Building, staggering employee working hours, and encouraging use of public transportation, all at Lessee’ sole reasonable cost and expense. Lessee agrees to comply with all regulations and ordinances of the City of Greenwood Village or the County of Arapahoe governing transportation management in the jurisdiction in which the Building is located.

2.3 Common Areas - Rules and Regulations. Lessee agrees to abide by and conform to and to cause its employees, suppliers, shippers, customers, and invitees to abide by and conform to the Rules and Regulations with respect to the Office Building Project. Lessor or such other person(s) as Lessor may appoint (the “ Property Manager ”) shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to modify, amend and enforce the Rules and Regulations so long as such modifications or amendments do not unreasonably interfere with Lessee’s use of or access to and from the Premises and parking garage structure. Lessor shall not be responsible to Lessee for the noncompliance with the Rules and Regulations by other lessees, their agents, employees and invitees of the Office Building Project, provided Lessor takes reasonable steps to enforce the Rules and Regulations. In the event of a conflict, this Lease prevails over the Rules and Regulations.

2.4 Common Areas - Changes. Lessor shall have the right, in Lessor’s sole discretion but consistent with Lessor’s obligations pursuant to Section 7.1 hereof, from time to time:

(a) To make changes to the Building interior and exterior and Common Areas, including, without limitation, changes in the location, size, shape, number, and appearance thereof, including, but not limited to, the lobbies, windows, stairways, air shafts, elevators, escalators, restrooms, driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, decorative walls, landscaped areas and walkways; provided, however, Lessor shall at all times provide the parking facilities required by applicable law and as provided for in this Lease;

(b) To close temporarily any of the Common Areas for maintenance and repair purposes so long as reasonable access to the Premises remains available;

(c) To designate other land and improvements outside the boundaries of the Office Building Project to be a part of the Common Areas, provided that such other land and improvements have a reasonable and functional relationship to the Office Building Project;

(d) To add additional buildings and improvements to the Common Areas;

(e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Office Building Project, or any portion thereof;

(f) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Office Building Project as Lessor may deem to be appropriate;

(g) To relocate locker and shower facilities for tenants of the Building from time to time in Lessor’s sole discretion; provided, however, that Lessor shall maintain throughout the term of this Lease common locker and shower facilities comparable to such facilities currently located on the first floor of the Building.

2.5 Americans with Disabilities Act of 1990. Lessor warrants that to the best of its knowledge, the Office Building Project currently meets all requirements of the Americans with Disabilities Act of 1990 (“ ADA ”) which by their terms require Lessor’s compliance. Throughout the Term, Lessor shall maintain its compliance with all existing requirements under the ADA.

3. Term.

3.1 Term. The term of this Lease (the “ Term ”) and the Commencement Date shall be as specified in Section 1.5 of the Basic Lease Provisions. All of Lessee’s obligations under this Lease shall be effective as of the Commencement Date.

3.2 Early Occupancy. If Lessee occupies the Premises prior to the Scheduled Commencement Date, such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the Expiration Date, and Lessee shall pay Rent as set forth in Section 4 hereof for the period of such occupancy.

3.3 Early Termination. Lessee shall have a one-time right to terminate this Lease in its entirety only effective July 31, 2015, upon giving Lessor written notice of such early termination not later than November 1, 2014. If Lessee exercises said right to early termination, the following shall apply:

(a) This Lease will terminate in its entirety on July 31, 2015.

(b) Lessee shall comply with all terms set forth herein with respect to termination and surrender as if the Term had expired hereunder.

(c) Lessee shall be liable for full and faithful performance of all terms of this Lease to the date of early termination.

(d) Lessee shall pay Lessor simultaneously with delivery of its written notice of early termination an amount equal to the unamortized portion (with amortization calculated using an annual 8% interest rate) of (i) Lessee’s Improvement Allowance provided to Lessee by Lessor hereunder, including any amounts advanced by Lessor to Lessee as Additional Allowance, and of (ii) brokerage commissions paid by Lessor. Failure to make this payment with delivery of written notice shall render such notice void and ineffective. The calculation of the termination payments, assuming full use by Lessee of the Improvement Allowance and the Additional Allowance, is further defined in Exhibit G. In the event Lessee uses less than the full Improvement Allowance or Additional Allowance, the parties shall, not later than one hundred twenty (120) days after Commencement Date, recalculate the termination payments using the same methodology used in Exhibit G and shall replace Exhibit G with an amended Exhibit G setting forth such recalculations.

4. Rent.

4.1 Base Rent. From and after the Rent Commencement Date, by the first day of each calendar month during the Term, Lessee shall pay to Lessor the Base Rent for the Premises set forth in Section 1.6 of the Basic Lease Provisions, without notice, offset or deduction. Base Rent for any period during the Term which is for less than one month shall be prorated on the basis of a 30-day month. Base Rent shall be payable in lawful money of the United States to Lessor at the address stated herein or to such other persons or at such other places as Lessor may designate in writing.

4.2 Additional Rent. From and after the Commencement Date, Lessee shall pay to Lessor all charges and other amounts required under this Lease (including parking charges pursuant to Section 2.2) as additional rent (“ Additional Rent ”). Base Rent and Additional Rent shall be referred to herein as “ Rent ”. Additional Rent shall include, but not be limited to Lessee’s Share of the amount by which all Operating Expenses for each Comparison Year exceeds the amount of all Operating Expenses for the Base Year, such excess being hereinafter referred to as the “ Operating Expense Increase ”, in accordance with the following provisions:

(a) “ Lessee’s Share ” is defined as the percentage set forth in Section 1.10 of the Basic Lease Provisions, which percentage has been determined by dividing the approximate square footage of the Premises (49,318 rentable square feet) by the total approximate square footage of the Office Building Project (135,044 rentable square feet). It is understood and agreed that the square footage figures set forth in the Basic Lease Provisions are approximations which Lessor and Lessee agree are reasonable and shall not be subject to revision except in connection with an actual change in the size of the Premises or a change in the space available for lease in the Office Building Project.

(b) “ Base Year ” shall be the calendar year 2008.

(c) “ Comparison Year ” is defined as each calendar year during the Term subsequent to the Base Year. Lessee’s Share of the Operating Expense Increase for each partial Comparison Year included in the Term shall be prorated on the basis of a 365-day year. If the average occupancy of the Office Building Project is not at least ninety-five percent (95%) for any Comparison Year, then Lessor will make an appropriate adjustment of the Operating Expenses for such Comparison Year to determine what the annual Operating Expenses would have been if the average occupancy of the Office Building Project had been ninety-five percent (95%), and the amount so determined shall be deemed to have been the amount of Operating Expenses for such Comparison Year. For any Comparison Year in which Lessor adjusts the Operating Expenses to reflect an average occupancy of ninety-five percent (95%), the Operating Expenses for the Base Year also shall be adjusted to reflect an average occupancy of ninety-five percent (95%) for the Base Year (unless the average occupancy of the Office Building Project was ninety-five percent (95%) or more for the Base Year, in which case it shall be unnecessary to adjust the Operating Expenses for the Base Year).

(d) “ Operating Expenses ” is defined, for purposes of this Lease, to include all costs and expenses paid or incurred by Lessor in the exercise of its reasonable discretion, for:

(i) The operation, management, repair, maintenance, and replacement, in neat, clean, safe, good order and condition, of the Office Building Project, including, but not limited to, the following:

(aa) The Common Areas, including their surfaces, coverings, decorative items, carpets, drapes and window coverings, and including parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, stairways, parkways, driveways, landscaped areas, striping, bumpers, irrigation systems, Common Area lighting facilities, building exteriors and roofs, fences and gates;

(bb) All heating, air conditioning, plumbing, electrical systems, life safety equipment, telecommunication and other equipment used in common by, or for the benefit of, lessees or occupants of the Office Building Project, including elevators and escalators, tenant directories, fire detection systems, including sprinkler system maintenance and repair (the “ Building Systems ”).

(ii) General maintenance, trash disposal, janitorial and security services. Security services are governed by Section 40 hereof. The current scope of janitorial services are set forth on the attached Exhibit “F,” subject to change from time to time by Landlord in its reasonable discretion consistent with Lessor’s obligations pursuant to Section 7.1 hereof;

(iii) Any other service to be provided by Lessor that is elsewhere in this Lease stated to be an “ Operating Expense ”;

(iv) The cost of the premiums for the liability and property insurance policies to be maintained by Lessor under Section 8 hereof;

(v) The amount of the Real Property Taxes (as defined in Section 10.3 hereof) to be paid by Lessor under Section 10.1 hereof including any fees paid by Lessor to contest or appeal the tax assessment for purposes of lowering such assessment;

(vi) The cost of water, sewer, gas, electricity, and other publicly mandated services to the Office Building Project;

(vii) Labor, salaries, payroll taxes and applicable fringe benefits and costs, materials, supplies and tools, used in maintaining and/or cleaning the Office Building Project and accounting and a management fee attributable to the operation of the Office Building Project (provided, however, that the property management fee includable in Operating Expenses shall not exceed 2.65% of the gross income of the Office Building Project); and

(viii) The cost of any capital improvements made by Lessor to the Office Building Project, the common facilities or any part thereof for the purpose of (A) repairing, replacing, refurbishing, or rehabilitating existing capital improvements or equipment, or (B) reducing operating expenses for the Office Building Project or (C) meeting requirements or changes in laws, but specifically excluding capital improvements which materially expand the Office Building Project, such cost to be amortized over a reasonable period as Lessor shall determine, together with interest on the unamortized balance at the rate of ten percent (10%) per annum or such higher rate as may have been paid by Lessor on funds borrowed for the purpose of constructing or replacing such capital improvements; provided, however, that the cost of any capital improvements made by Lessor to the Office Building Project, the common facilities, or any part thereof for the purpose of reducing operating expenses or to meet requirements or changes in laws, which have a useful life of three (3) years or more, shall be amortized over the useful life of such improvements.

(e) Operating Expenses shall not include any expenses paid by any lessee directly to third parties, or as to which Lessor is otherwise reimbursed by any third party, other tenant, or by insurance proceeds.

(f) Notwithstanding anything herein to the contrary, the following are specifically excluded from Operating Expenses: costs of utilities for other lessees in the Building; principal or interest payments on the loans secured by mortgages on the Office Building Project, or any part thereof (except for the financing of reimbursable repairs or improvements over reasonable periods of time), the cost of any special service or improvement provided to or for a lessee of the Building which is not provided generally to the other lessees of the Building; advertising and promotional activities and costs and

expenses incurred in connection with leasing space in the Building, including, but not limited to, leasing or brokerage commission, advertising, promotional expenses, legal fees for preparation of leases, court costs and legal fees incurred to enforce the obligations of lessees under other leases of the Building; costs recoverable by Lessor pursuant to its insurance policies; costs due to Lessor’s default under this Lease; costs due to the gross negligent acts or omissions or the intentional misconduct of Lessor or its employees, agents, contractors, or representatives; any costs or fines due to Lessor’s violation of any applicable statute, law, ordinance or governmental rule; original construction costs of the Building or Common Areas.

(g) Lessee’s Share of any Operating Expense Increase shall be payable by Lessee within fifteen (15) days after a reasonably detailed statement of actual expenses is presented to Lessee by Lessor which statement shall include a reasonable explanation of any increase in the Operating Expenses from year to year (“ Operating Expense Statement ”). At Lessor’s option, however, an amount may be estimated by Lessor from time to time, and the same shall be payable monthly or quarterly, as Lessor shall designate during each Comparison Year of the Term, on the same day as the Base Rent is due hereunder. In the event that Lessee pays Lessor’s estimate of Lessee’s Share of Operating Expense Increase, the Operating Expense Statement shall include a reasonably detailed statement showing the actual amount of Lessee’s Share of the Operating Expense Increase incurred during such year. If Lessor’s estimate of Lessee’s Share of Operating Expense Increase exceeded the actual amount of Lessee’s Share of Operating Expense Increase, Lessee shall be entitled to credit in the amount of such overpayment against the portion of Lessee’s Share of Operating Expense Increase next falling due, or, if this Lease has terminated, such excess shall be refunded to Lessee within fifteen (15) days after delivery by Lessor to Lessee of the Operating Expense Statement. If Lessor’s estimate of Lessee’s Share of Operating Expense Increase was less than the actual amount of Lessee’s Share of Operating Expense Increase, Lessee shall pay to Lessor (whether or not this Lease has terminated) the amount of the deficiency within fifteen (15) days after delivery by Lessor to Lessee of the Operating Expense Statement.

(h) Notwithstanding anything to the contrary, in calculating Lessee’s Operating Expense Increase, the Operating Expense Increase attributable to controllable Operating Expenses shall not exceed five percent (5%) per year on a cumulative basis throughout the Term hereof. “Controllable Operating Expenses” are those Operating Expenses which Lessor, through the exercise of commercially reasonable efforts, may affect the amount of increase from year to year. The parties acknowledge that Operating Expenses which cannot be controlled by commercially reasonable efforts include, but are not limited to, taxes, insurance, utilities, and snow and ice removal.

(i) For a period of ninety (90) days after delivery of the Operating Expense Statement to Lessee, Lessee and Lessee’s agents shall have the right to audit, inspect, and copy the books and records of Lessor with respect to the Operating Expenses which were passed through to Lessee for such year, upon ten (10) days advance written notice to Lessor. Lessor shall cooperate with Lessee in providing Lessee reasonable access to its books and records during normal business hours for this purpose. If the results of the audit show that the actual Operating Expenses for the year differ from amounts used to calculate the assessment against Lessee, or if expenses specifically excluded from the definition of Operating Expenses pursuant to this Lease have been included in the calculations, Lessor or Lessee shall promptly pay one to the other such amounts as necessary to correct the balance. If the results of any audit show that the amount used to charge Lessee exceeds the amount of the actual permitted Operating Expenses by more than five percent (5%), Lessor shall pay the costs and expenses of such audit.

(j) Lessor estimates that the annual Operating Expenses for 2007 will be $10.25 per rentable square foot.

5. Intentionally Omitted.

6. Use.

6.1 Use. The Premises shall be used and occupied solely by Lessee and Lessee shall use the Premises solely for the purpose set forth in Section 1.4 of the Basic Lease Provisions and for no other purpose, without the express written permission of Lessor. Lessee hereby agrees that any variation from or expansion of the use specified herein shall constitute a material breach of this Lease.

6.2 Compliance with Law.

(a) Lessee’s Obligations. Lessee shall, at Lessee’s expense, promptly comply in all material respects with all Applicable Laws, all orders, rules and regulations of the Board of Fire Underwriters having jurisdiction over the Premises or any other body exercising similar functions. As used herein, the term “ Applicable Laws ” means all applicable laws, codes, ordinances, orders, rules, regulations and requirements, of all federal, state, county, municipal and other governmental authorities and the departments, commissions, boards, bureaus, instrumentalities, and officers thereof relating to or affecting Lessee, the Office Building Project or the Building or the use, operation or occupancy of the Premises, whether now existing or hereafter enacted. Lessee shall conduct its business in a lawful manner and shall not use or permit the use of the Premises or the Common Areas in any manner that will tend to create waste or a nuisance or shall tend to disturb other occupants of the Office Building Project.

(b) Lessor’s Obligations. Lessor shall, at Lessor’s expense, promptly comply in all material respects with all Applicable Laws, all orders, rules and regulations of the Board of Fire Underwriters having jurisdiction over the Office Building Project or any other body exercising similar functions. Lessor shall conduct its business in a lawful manner.

6.3 Specially Designated National or Blocked Person. Lessee certifies that, to the best of its knowledge, it is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation designated by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National or Blocked Person,” or other banned or blocked person, group, entity or nation pursuant to any Applicable Laws that are administered or enforced by the Office of Foreign Assets Control, nor is Lessee initiating, facilitating or engaging in this transaction, directly or indirectly, for or on behalf of any such person, group, entity or nation.

6.4 Acceptance of Premises; Lessee’s Work

(a) The Premises as furnished by Lessor consist of the improvements as they exist as of the date hereof. Except as otherwise provided in this Section 6, Lessor shall have no obligation for construction work or improvements on the Premises, and Lessor’s contribution to the construction and improvements consists of delivery of possession of the Premises to Lessee in their as-is condition, and with all existing faults (if any), and timely payment of the Improvement Allowance and Additional Allowance (both as defined in Section 6.4(e) below) as required in this Section 6. Notwithstanding the foregoing, in the event Lessee shall, in the course of its construction of the Premises, discover material environmental issues, including but not limited to asbestos or mold, Lessor shall, at Lessor’s sole cost and expense, remove or remediate such environmental issues (“ Lessor’s Remediation ”), either concurrent with Lessee’s Work hereunder if possible, or if not possible, immediately upon discovery prior to Lessee’s continuing with Lessee’s Work. Unless otherwise agreed in writing by Lessor and Lessee, the improvements now or hereafter situated upon the Premises, whether constructed by, for, or at the expense of either Lessor or Lessee, are and shall become a part of the Premises, are owned by Lessor and Lessee shall have only a leasehold interest therein.

(b) Prior to entering into this Lease, Lessee has made a thorough and independent examination of the Premises and all matters relating to Lessee’s decision to enter into this Lease. Lessee is thoroughly familiar with all aspects of the Premises and is satisfied that they are in an acceptable

condition and meet Lessee’s needs. Lessee hereby accepts the Premises and the Office Building Project in their condition existing as of the Possession Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any easements, covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that the Premises are in good order and repair and that it has satisfied itself by its own independent investigation that the Premises are suitable for its intended use, and that neither Lessor nor Lessor’s agent or agents has made any representation or warranty as to the present or future suitability of the Premises, Common Areas, or Office Building Project for the conduct of Lessee’s business.

(c) Lessor approves RNL Design (“ RNL ”) to be the architect for all architectural, mechanical, electrical, plumbing, and all construction documents and drawings. Lessor approves Provident Construction, Inc. (“ PCI ”) to be the general contractor to perform all of Lessee’s Work (as defined in Section 6.4(d)). Lessee and its construction manager, The Catalyst Planning Group, shall be responsible for the Lessee’s Work with oversight and review by Lessor’s construction manager. Lessor shall charge a construction management, overhead, or supervision fee of one percent (1 %) of the amount of the Improvement Allowance actually paid by Lessor, not to exceed $15,000.00. All costs of construction management, both Lessee’s and Lessor’s, may be charged against the Improvement Allowance.

(d) Subject to Lessor’s obligation to provide the Improvement Allowance and Additional Allowance, Lessee, at Lessee’s sole cost and expense and, except as modified in this Section 6.4, in accordance with Section 7.3 hereof and the space plan for the Premises prepared by RNL dated June 29, 2007 (“ Space Plan ”), shall perform all demolition work and construct improvements and all other work required to complete the Premises according to the Space Plan to a finished condition ready for Lessee to open for business (“ Lessee’s Work ”). Lessee shall cause RNL to prepare architectural plans, drawings and specifications and engineering work drawings for Lessee’s Work based on the Space Plan, including, without limitation, electrical, telephone, plumbing and finishes (the “ Final Plans ”) and shall submit them for the Lessor’s approval (the “ Final Plans Submittal ”) which approval shall not be unreasonably withheld, conditioned or delayed. If Lessor fails to reasonably disapprove the Final Plans Submittal by written notice to Lessee, which notice states in detail Lessor’s commercially reasonable objections, within five (5) business days of its receipt of the Final Plans Submittal, Lessor shall be deemed to have approved the Final Plans. If Lessor timely disapproves the Final Plans Submittal, Lessee shall cause RNL to revise the Final Plans Submittal in accordance with the Lessor’s commercially reasonable objections and resubmit the same to Lessor for Lessor’s approval or disapproval in accordance with the procedures set forth above, provided that Lessor’s time to object to each subsequent Final Plans Submittal shall be two (2) business days instead of five (5) business days, and revision and resubmittal of the Final Plans shall continue until the same has been approved (or deemed approved) by Lessor. When so approved (or deemed approved), the Final Plans shall be referred to as the “ Approved Plans ”. Lessee shall not be required to commence or complete any portion of Lessee’s Work prior to Lessor’s approval (or deemed approval) of the Final Plans. The parties shall work together in good faith in order to agree upon the Approved Plans as soon as practical after the date of this Lease so as so allow Lessee to meet the Scheduled Commencement Date.

(e) Lessor shall provide an allowance (the “ Improvement Allowance ”) to be applied to the cost of Lessee’s Work an amount not to exceed Two Million Ninety-Six Thousand Fifteen Dollars ($2,096,015). The cost of Lessee’s Work in excess of the Improvement Allowance shall by paid by Lessee; provided , however . Lessor acknowledges that one hundred percent (100%) of the salvage and recycling value received by Lessee for materials removed from the Premises by virtue of Lessee’s Work shall inure to the benefit of Lessee in its costs related to Lessee’s Work. Up to Two Hundred Forty-Six Thousand Five Hundred Ninety Dollars ($246,590) of the Improvement Allowance may be used for new furniture and cabling. The Improvement Allowance may be used for the cost of signage pursuant to Section 34 hereof. Any unused Improvement Allowance may be utilized to offset architectural fees and/or moving expenses. If Lessee requests, such request to be in writing and delivered to Lessor not later than ninety (90) days after the Commencement Date, Lessor shall make available to Lessee up to an additional Four Hundred Ninety-Three Thousand One Hundred Eighty Dollars ($493,180) of improvement

allowance (the “ Additional Allowance ”). The Additional Allowance shall be amortized over the remainder of the initial Term at eight percent (8%) interest, with monthly payments treated as Additional Rent hereunder and are not subject to abatement during any free Base Rent period. Any funds not timely requested hereunder shall lapse and no longer be available.

(f) Lessee shall be entitled to disbursements from Lessor, from time to time, from the Lessee Improvement Allowance and, if requested, the Additional Allowance for payment of actual costs incurred by Lessee for Lessee’s Work; provided , however , as a condition to each disbursement, Lessee shall deliver to Lessor (i) lien waivers and releases conforming to the requirements of Applicable Laws from each contractor performing work for which payment is sought, (ii) invoices, receipts, vouchers and other evidence substantiating the cost of the work, together with any general contracts and subcontracts for amounts over $50,000 and (iii) such other evidence as Lessor may reasonably request from time to time to confirm that all work for which payment is requested was performed in compliance with the provisions of Sections 6.4 and 7.3 hereof. Lessee shall provide written notice requesting a disbursement (a “ Disbursement Request ”) to Lessor. The Disbursement Request shall include a certified statement by RNL, PCI and Lessee indicating the proposed date of such disbursement, the proposed amount of such disbursement and a list of contractors, sub-contractors, and suppliers and the amounts to be paid such person from such disbursement, and a description of the work and supplies which have been furnished and completed by such persons for such disbursement. Upon receipt of a Disbursement Request that meets the requirements of this Section, Lessor shall promptly review and pay such Disbursement Request within twenty-one (21) days of receipt or provide Lessee with Lessor’s commercially reasonable objections to such Disbursement Request, if Lessor disapproves of the Disbursement Request, Lessee shall revise the request in accordance with Lessor’s commercially reasonable objections and resubmit the same to Lessor for approval and payment in accordance with this procedure and such resubmittals shall continue until the Disbursement Request, as revised, has been approved and paid by Lessor.

(g) Lessor, at its cost, and not as a part of the Improvement Allowance, will undertake the construction of all common corridors on the second (2 ^nd ) floor, if necessary, as a result of a multi-tenant corridor system including framing and finishes (carpet, paint, wall finishes, etc.). Lessor may undertake this work coterminously with Lessee’s work,

(h) In the event either party hereto is delayed, hindered or prevented from the performance of any act required under this Section 6.4 by reason of strikes, lockouts, labor troubles, failure of power, governmental moratorium or other governmental action or inaction (including failure, refusal or delay in issuing permits, approvals and/or authorizations), injunction or court order, riots, insurrection, war, terrorism, bioterrorism, fire, earthquake, flood or other natural disaster or other reason of a like nature not the fault of the party delaying in performing work or doing acts required under the terms of this Lease (but excluding delays due to financial inability), or in the event Lessee’s Work is delayed as a result of Lessor’s Remediation pursuant to Section 6.4(a) hereof (herein collectively, “ Force Majeure Delays ”), then the party affected by Force Majeure Delays must give prompt written notice of the occurrence of Force Majeure Delays to the other party and upon such notice performance of such act and, if necessary, the Scheduled Commencement Date shall be excused for the period of the delay. Provided that the parties shall use best efforts to mitigate the effects of any Force Majeure Delay, the period for the performance of any act delayed by a Force Majeure Delay and the Scheduled Commencement Date shall be extended as necessary as a result of such Force Majeure Delay, but not more than the period equivalent to the period of such delay.

7. Maintenance, Repairs, Alterations and Common Area Services

7.1 Lessor’s Obligations. Lessor covenants and agrees that it shall operate and maintain the Office Building Project in a clean, first class, high quality condition, and reasonably free of ice, snow and other obstructions. Subject to receipt by Lessor of Lessee’s Share of any Operating Expense Increase, Lessor shall repair and maintain the structural portions of the Premises (including the roof structure and membrane and exterior walls) the Building Systems and Common Areas; provided that Lessee shall be obligated to reimburse Lessor for any repair or maintenance if necessitated or occasioned by the acts,

omissions or negligence of Lessee, or any of its servants, employees, contractors, agents, visitors or licensees, which Lessee could have reasonably prevented. Except as provided in Section 9.4, there shall be no abatement of rent or liability of Lessor on account of any injury or interference with Lessee’s business arising from the making of any improvements, alterations or repairs to any portion of the Office Building Project or to fixtures, appurtenances and equipment therein, nor shall any such improvement, alteration or repair constitute an eviction or disturbance of Lessee’s use or possession of the Premises.

7.2 Lessee’s Obligations.

(a) Lessee shall take good care of the Premises and keep the Premises in good working order and in a clean, safe and sanitary condition. Notwithstanding Lessor’s obligation to keep the Premises in good condition and repair, Lessee shall pay, as Additional Rent, the cost of any maintenance and repair of the Premises, or any equipment (wherever located) that serves only Lessee or the Premises, that is attributable to causes beyond normal wear and tear. Lessee shall be responsible for the cost of such periodic painting or repair or replacement of wall coverings at the Premises as may reasonably be required and approved by Lessor and for the repair or replacement of any improvements in the Premises that are not ordinarily a part of the Building or that are above generally accepted building standards.

(b) On the last day of the Term, or upon any sooner termination of this Lease, Lessee shall surrender the Premises to Lessor in the same condition as received, ordinary wear and tear excepted, clean and free of debris. Any damage or deterioration of the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices by Lessee. Lessee shall repair any damage to the Premises occasioned by the installation or removal of Lessee’s trade fixtures, Alterations (as defined in Section 7.3(a) hereof), installations, improvements, additions, furnishings and equipment. Except as otherwise stated in this Lease, Lessee shall leave the air lines, power panels, electrical distribution systems, lighting fixtures, air conditioning, window coverings, wall coverings, carpets, wall paneling, ceilings and plumbing on the Premises and in good operating condition.

7.3 Alterations and Additions.

(a) Except for Alterations costing $25,000 or less and which do not involve structural work or effect the HVAC, plumbing or electrical systems (although Lessee must still give Lessor notice of such Alterations), Lessee shall not make or permit any alterations, installations, improvements, additions, or repairs, structural or otherwise (collectively, “ Alterations ”), in, on or about the Premises, or the Office Building Project without Lessor’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. As used herein, the term “ Alterations ” shall include, but not be limited to, carpeting, window and wall coverings, power panels, electrical distribution systems, lighting fixtures, air conditioning, plumbing, and telephone and telecommunication wiring and equipment. Along with any request for consent, Lessee will deliver to Lessor plans and specifications for the Alterations and names and addresses of all prospective contractors for the Alterations (collectively a “ Submittal ”). Thereafter, Lessor shall review the Submittal and provide written notice to the Lessee of any objection to the Submittal and explaining in detail any commercially reasonable changes required for Lessor’s approval. Thereafter, Lessee may tender a revised Submittal and the review process shall repeat itself until Lessor’s consent is obtained. If Lessor does not provide written notice of objection to a Submittal within two (2) weeks after receipt of the initial Submittal, or five (5) business days of any revised Submittal, then Lessor shall be deemed to have approved such Submittal. If Lessor approves the proposed Alterations, Lessee will, before commencing the Alterations, deliver to Lessor copies of all contracts, certificates of insurance, copies of all necessary permits and licenses and such other information relating to the Alterations as Lessor reasonably requests. Lessee will cause all approved Alterations to be constructed (i) in a good and workmanlike manner, (ii) in compliance with all Applicable Laws (as defined in Section 6.2), (iii) in accordance with the Rules and Regulations and with any design guidelines established by Lessor, (iv) in accordance with all orders, rules and regulations of the Board of Fire Underwriters having jurisdiction over the Premises or any other body exercising similar functions, and (v) during times reasonably determined by Lessor to minimize interference with other lessees’ use and enjoyment of the Office Building Project.

(b) Lessee shall pay the cost and expense of all Alterations, including, without limitation, a reasonable out-of-pocket charge for Lessor’s review, inspection and engineering time, and for any painting, restoring or repairing the Premises or the Building that the Alterations occasion. Prior to commencing any Alterations, Lessee will deliver the following to Lessor in form and amount reasonably satisfactory to Lessor: (i) demolition (if applicable) and payment and performance bonds, (ii) builder’s “all risk” insurance in an amount at least equal to the replacement value of the Alterations, and (iii) evidence that Lessee and each of Lessee’s contractors have in force commercial general liability insurance insuring against construction related risks in at least the form, amounts and coverages required of Lessee under Section 8. The insurance policies described in clauses (ii) and (iii) must name Lessor, Lessor’s lender and the Property Manager as additional insureds.

(c) Lessor may inspect construction of the Alterations. Immediately upon completion of any Alterations, Lessee will furnish Lessor with contractor affidavits and full and final lien waivers and receipted bills covering all labor and materials expended and used in connection with the Alterations. Lessee will remove any Alterations Lessee constructs in violation of this Section 7.3 within ten (10) days after Lessor’s written request and in any event prior to the expiration or earlier termination of this Lease. All Alterations Lessee makes or causes to be made to the Premises (including all telephone, computer, security and other wiring and cabling located within the walls of the Premises, but excluding Lessee’s movable trade fixtures, furniture and equipment) become the property of Lessor and a part of the Building immediately upon installation and, unless Lessor requests Lessee to remove the Alterations, Lessee will surrender the Alterations to Lessor upon the expiration or earlier termination of this Lease at no cost to Lessor.

(d) Lessee will keep the Premises and the Office Building Project free from any mechanics’, materialmen’s’, or other liens arising out of any work performed, materials furnished or obligations incurred by or for Lessee. In the event that Lessee shall not, within ten (10) days following the imposition of any such lien, cause the lien to be released of record by payment or posting of a proper bond, Lessor shall have, in addition to all other remedies provided herein and by law, the right but not the obligation to cause any such lien to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All such sums paid by Lessor and all expenses incurred by it in connection therewith (including, without limitation, reasonable counsel fees) shall be payable to Lessor by Lessee upon demand. Lessor shall have the right at all times to post and keep posted on the Premises any notices permitted or required by law or that Lessor shall deem proper for the protection of Lessor, the Premises, and the Office Building Project, from mechanics’ and materialmen’s liens. Lessee shall give to Lessor at least ten (10) days’ prior written notice of commencement of any repair or construction on the Premises.

(e) Notwithstanding anything in this Lease to the contrary, Lessee acknowledges and agrees that Lessor shall have the right (a) to require that any roof penetrations made in connection with Lessee’s Work or any Alterations are done in compliance with Lessor’s requirements and the requirements of the warranties, if any, related to the roof of the Building or (b) to cause any roof penetrations be made in connection with Lessee’s Work or any Alterations to be performed by Lessor’s licensed roofing contractor.

7.4 Utility Additions.

(a) Additional Utilities Facilities. Lessor reserves the right to install new or additional utility facilities throughout the Office Building Project for the benefit of Lessor or Lessee, or any other lessee of the Office Building Project, including, but not limited to, plumbing, electrical systems, communication systems, and fire protection and detection systems, so long as such installations do not unreasonably interfere with Lessee’s use of the Premises.

(b) Telecommunications Equipment. Lessee’s installation of telephone lines, cables, and other electronic telecommunications services and equipment shall be subject to the terms and conditions of Section 7.3 of this Lease. Upon the expiration or earlier termination of this Lease and upon the request of Lessor, Lessee shall remove, at its sole cost and expense, all of Lessee’s

telecommunications lines and cabling installed by Lessee, including, without limitation, any such lines and cabling installed in the plenum or risers of the Building (collectively, the “ Lessee Wiring ”), as designated by Lessor. In the event that Lessor elects to retain any Lessee Wiring, the Lessee Wiring shall be left in good condition and working order, lien free and properly labeled.

(c) Wireless Systems. Subject to Section 7.3. Lessee shall cause, at its sole cost and expense, any wireless systems equipment (“ WIFI Equipment ”), as installed, to at all times comply with all applicable technical requirements and Applicable Laws, and Lessee shall cause such equipment not to interfere with (i) any of the Building’s mechanical and electrical equipment and machinery, or any Building System, and (ii) any wireless system or telecommunications facilities servicing or within the Building as of the date of installation by the Lessee. Lessee agrees to consult with Lessor at the earliest practical stage of consideration of any project by Lessee which may possibly interfere with the foregoing.

8. Insurance; Indemnity.

8.1 Insurance. Lessee shall, at Lessee’s sole cost and expense, obtain and keep in effect during the Term:

(a) Commercial general liability insurance applying to the use and occupancy of the Premises and the Office Building Project and any part thereof, or any areas adjacent thereto and including any licensed areas and storage spaces and the business operated by Lessee and any other occupants on the Premises. Such insurance shall have a minimum combined single limit of liability of not less than $3,000,000. Such policy shall be written to apply to all bodily injury, property damage, personal injury and other covered loss, however occasioned occurring during the policy term, with at least the following endorsements to the extent such endorsements are generally available: (i) deleting any employee exclusion on personal injury coverage (if such deletion is available), (ii) including employees as additional insureds, (iii) providing broad form property damage coverage and products completed operations coverage (where applicable), (iv) deleting any liquor liability exclusions (if such deletion is available), and (v) providing for coverage of owned and non-owned automobile liability;

(b) Standard fire and extended perils insurance, including sprinkler leakages, vandalism and malicious mischief covering property of every description including furniture, fittings, installations, alterations, additions, partitions and fixtures or anything in the nature of a leasehold improvement made or installed by or on behalf of the Lessee in an amount of not less than one hundred percent (100%) of the full replacement cost thereof as shall from time to time be determined by Lessee in form satisfactory to Lessor;

(c) State Worker’s Compensation Insurance in the statutorily mandated limits and Employer’s Liability Insurance with limits of not less than One Million Dollars ($1,000,000), or such greater amount as Lessor may from time to time require;

(d) Business Interruption Insurance for a period of at least twelve (12) months commencing with the date of loss insuring that the Rent will be paid to Lessor during this period if the Premises are destroyed or rendered inaccessible; and;

(e) Any additional amounts of coverage or other form or forms of insurance as Lessor may reasonably require from time to time in amounts and for insurable risks against which a prudent Lessee would protect itself.

8.2 Insurance Policies. All policies of insurance provided for herein shall be issued by insurance companies with general policyholders’ rating of not less than (VIII) and a financial rating of A- as rated in the most current available “Best’s Insurance Reports,” and qualified to do business in the State of Colorado, and shall include as additional insureds Lessor, the Property Manager, and such other persons or firms as Lessor specifies from time to time. Such policies shall be for the mutual and joint benefit and protection of Lessor, Lessee and others hereinabove mentioned, and executed copies of such

policies of insurance or certificates thereof shall be delivered to Lessor within ten (10) days prior to the delivery of possession of the Premises to Lessee and thereafter within thirty (30) days prior to the expiration of the term of such policy. All commercial general liability and property damage policies shall contain a provision that Lessor and the Property Manager, although named as additional insureds, shall nevertheless be entitled to recover under said policies for any loss occasioned to it, its servants, agents and employees, by reason of Lessee’s negligence. As often as any policy shall expire or terminate, renewal or additional policies shall be procured and maintained by Lessee in like manner and to like extent. All such policies of insurance shall provide that the company writing said policy will give to Lessor thirty (30) days notice in writing in advance of any cancellation or lapse or of the effective date of any reduction in the amounts of insurance. All commercial general liability, property damage and other casualty policies shall be written on an occurrence basis and as primary policies, and not in excess of coverage that Lessor may carry. Lessor’s coverage shall not be contributory. Such insurance shall specifically include the liability assumed hereunder by Lessee, shall provide for severability of interests, shall further provide that an act or omission of one of the named insureds which would void or otherwise reduce coverage shall not reduce or void the coverage as to any insured, and shall afford coverage for all claims based on acts, omissions, injury or damage which occurred or arose (or the onset of which occurred or arose) in whole or in part during the policy period.

8.3 Failure to Obtain. Should Lessee fail to take out and keep in force each insurance policy required under this Section 8, or should such insurance not be approved by Lessor and should the Lessee not rectify the situation within three (3) business days after written notice from Lessor to Lessee, Lessor shall have the right, without assuming any obligation in connection herewith, to effect such insurance at the sole cost of Lessee, and all outlays by the Lessor shall be immediately payable by the Lessee to the Lessor as Additional Rent without prejudice to any other rights and remedies of Lessor under this Lease.

8.4 Waiver of Subrogation. Notwithstanding anything to the contrary contained herein, to the extent permitted by their respective policies of insurance and to the extent of insurance proceeds received with respect to the loss, Lessor and Lessee each hereby waive any right of recovery against the other party and against any other party maintaining a policy of insurance with respect to the Office Building Project or any portion thereof or the contents of any of the same, for any loss or damage maintained by such other party with respect to the Office Building Project or the Premises or any portion of any thereof or the contents of the same or any operation therein, whether or not such loss is caused by the fault or negligence of such other party. If any policy of insurance relating to the Premises carried by Lessor or Lessee does not permit the foregoing waiver or if the coverage under any such policy would be invalidated as a result of such waiver, Lessor or Lessee, as applicable, shall, if possible, obtain from the insurer under such policy a waiver of all rights of subrogation the insurer might have against Lessor or Lessee, as applicable, or any other party maintaining a policy of insurance covering the same loss, in connection with any claim, loss or damage covered by such policy.

8.5 Lessor’s Liability. No approval by Lessor of any insurer, or the terms or conditions of any policy, or any coverage or amount of insurance, or any deductible amount shall be construed as a representation by Lessor of the solvency of the insurer or the sufficiency of any policy or any coverage or amount of insurance or deductible and Lessee assumes full risk and responsibility for any inadequacy of insurance coverage or any failure of insurers.

8.6 Lessor’s Insurance. Lessor shall maintain in effect a policy or policies of property insurance covering the Office Building Project, providing protection against perils included within the classification “Fire and Extended Coverage” in the amount of at least ninety percent (90%) of the insurable replacement cost thereof. Lessor shall maintain commercial general liability insurance applying to the Office Building Project in commercially reasonable amounts for a building of its size and use in the greater Denver area, as determined by Lessor’s Risk Manager. Nothing herein shall require Lessor to carry any insurance with respect to risks or property required to be insured by Lessee under this Lease or by any other tenant under such tenant’s lease, or with respect to any improvements or fixtures in the Office Building Project that have been constructed or installed by or at the expense of any other tenant in the Office Building Project. Lessor shall, at Lessee’s request, provide Lessee with reasonable evidence of such insurance.

8.7 Indemnity.

(a) By Lessee. Lessee shall indemnify, protect, defend and save and hold Lessor, the Property Manager, and their respective trustees, directors, officers, agents and employees, harmless, from and against any and all losses, costs, liabilities, claims, damages and expenses, including, without limitation, reasonable attorneys’ fees and costs and reasonable investigation costs, incurred in connection with or arising from: (a) the use or occupancy or manner of use or occupancy of the Premises by Lessee or any person or entity claiming through or under Lessee, or (b) the condition of the Premises or any occurrence on the Premises from any cause whatsoever, except to the extent caused by the gross negligence or willful misconduct of Lessor, or (c) any acts, omissions or negligence of Lessee or of the contractors, agents, servants, employees, visitors, customers, or licensees of Lessee, in, on or about the Premises or the Office Building Project. Lessee’s obligations under this Section 8.7 shall survive the termination of the Lease.

(b) By Lessor. Lessor shall indemnify, protect, defend and save and hold Lessee, its partners, directors, officers, agents and employees, harmless, from and against any and all losses, costs, liabilities, claims, damages and expenses, including, without limitation, reasonable attorneys’ fees and costs and reasonable investigation costs, incurred in connection with or arising from the gross negligence or willful misconduct of Lessor, its contractors, agents, servants, employees, visitors, customers, or licensees in, on or about the Premises or the Office Building Project. Lessor’s obligations under this Section 8.7 shall survive the termination of the Lease.

8.8 Limitation of Lessor’s Liability: Subject to Section 8.4, Lessee hereby agrees that Lessor shall not be responsible for or liable to Lessee and Lessee hereby releases Lessor and waives all claims against Lessor for any injury, loss or damage to any person or property in or about the Premises or the Office Building Project by or from any cause whatsoever (other than Lessor’s gross negligence or willful misconduct) including, without limitation, acts or omissions of persons occupying adjoining premises or any part of the Office Building Project; theft; burst, stopped or leaking water, gas, sewer or steam pipes; or gas, fire, oil or electricity in, on or about the Premises or the Office Building Project. The liability of Lessor, any agent of Lessor, or any of their respective officers, directors, board members, beneficiaries, shareholders, or employees to Lessee for or in respect of any default by Lessor under the terms of this Lease or in respect of any other claim or cause of action shall be limited to the interest of Lessor in the Building, and Lessee agrees to look solely to Lessor’s interest in the Office Building Project for the recovery and satisfaction of any judgment against Lessor, any agent of Lessor, or any of their respective officers, directors, shareholders, and employees. Any action based upon such liabilities shall be commenced within six (6) months following the date of any assignment of this Lease by Lessor and no such action shall be brought thereafter. No holder or beneficiary of any mortgage or deed of trust on any part of the Office Building Project shall have any liability to Lessee hereunder for any default of Lessor.

9. Damage or Destruction.

9.1 Definition. For purposes of this Lease, the term “ Casualty ” shall be defined as any event causing damages to the Premises, including (but is not limited to) the following acts or events:

(a) Extreme events of nature including but not limited to fire, flood, extreme bad weather, earthquake, and other similar occurrences;

(b) Any act of war, terrorism, or bio-terrorism, where “bio-terrorism” shall mean the release (or threatened release) of an airborne agent or other contaminant that is or could adversely affect the Building or its occupants.

9.2 If the Premises or the Building or the Office Building Project or any portion thereof (whether or not the Premises are affected) are damaged by fire or other Casualty, Lessor shall forthwith repair the same (except for Alterations installed by or on behalf of Lessee) provided that such repairs can be made within two hundred forty (240) days after the date of such damage under the laws and regulations of the federal, state and local governmental authorities having jurisdiction thereof and are covered by the proceeds of insurance required to be maintained by Lessor pursuant to Section 8.6 hereof. In such event, this Lease shall remain in full force and effect except that Lessee shall be entitled to a proportionate reduction of Base Rent and Additional Rent while such repairs are being made as provided below. Within thirty (30) days after the date of such damage, Lessor shall notify Lessee whether or not such repairs are covered by insurance required to be maintained by Lessor pursuant to Section 8.6 and whether such repairs can be made within two hundred forty (240) days after the date of such damage. Lessor’s reasonable determination thereof shall be binding on Lessee. If such repairs cannot be made within two hundred forty (240) days from the date of such damage or such damage is not so covered by insurance, Lessor and Lessee shall each have the option within thirty (30) days after the date of such damage to notify the other of its election to terminate this Lease as of a date specified in such notice, which date shall not be less than thirty (30) nor more than sixty (60) days after notice is given. If Lessor notifies Lessee that such damage is not so covered by insurance and Lessee does not elect to terminate this Lease, Lessor shall either: (a) notify Lessee of Lessor’s intention to repair such damage, in which event this Lease shall continue in full force and effect, Lessor shall diligently prosecute such repairs to completion, and the Base Rent and Additional Rent shall be reduced as provided herein; or (b) notify Lessee of Lessor’s election to terminate this Lease as of a date specified in such notice, which date shall be not less than thirty (30) nor more than sixty (60) days after notice is given. If such notice to terminate is given by either Lessor or Lessee, this Lease shall terminate on the date specified in such notice. In case of termination, the Base Rent and Additional Rent shall be reduced by a proportionate amount based upon the extent to which such damage interfered with the business carried on by Lessee in the Premises, and Lessee shall pay such reduced Base Rent and Additional Rent up to the date of termination. Lessor agrees to refund to Lessee any Base Rent and Additional Rent previously paid for any period of time subsequent to such date of termination. The repairs to be made hereunder by Lessor shall not include, and Lessor shall not be required to repair, any damage by fire or other cause to the property of Lessee or any damage caused by the negligence of Lessee, its contractors, agents, licensees or employees or any repairs or replacements of any paneling, decorations, railings, floor coverings, or any Alterations, additions, fixtures or improvements installed on the Premises by or at the expense of Lessee.

9.3 If Lessor elects or is required hereunder to repair, reconstruct or restore the Premises after any damage or destruction thereto, Lessee shall, at its own expense, as soon as reasonably practicable, replace or fully repair, reconstruct or restore all Alterations installed by Lessee and all other of Lessee’s improvements, fixtures and property. Lessee hereby waives the provisions of any statute or law that may be in effect at the time of the occurrence of any such damage or destruction, under which a lease is automatically terminated or a lessee is given the right to terminate a lease upon such an occurrence.

9.4 Lessee shall have no interest in or claim to any portion of the proceeds of any insurance or self-insurance maintained by Lessor. Except as otherwise provided herein, Lessor shall have no interest in or claim to any portion of the proceeds of any insurance maintained by Lessee under Section 8.

9.5 Lessee agrees at all times after any damage to or destruction of the improvements on the Premises, or any portion thereof, to continue the operation of its business therein to the extent reasonably practicable. If Lessor is required or elects to make any repairs, reconstruction or restoration of any damage or destruction to the Premises under any of the provisions of this Section 9, Lessee shall not be entitled to any damages by reason of any inconvenience or loss sustained by Lessee as a result thereof. During the period commencing with the date of any such damage or destruction that Lessor is required or elects hereunder to repair, reconstruct or restore, and ending with the completion of such repairs, reconstruction or restoration the Base Rent and Additional Rent shall be proportionately reduced based upon the extent to which such damage and the making of such repairs by Lessor shall interfere with the business carried on by Lessee in the Premises. The full amount of Base Rent and Additional Rent shall

again become payable immediately upon the completion of such work of repair, reconstruction or restoration, Except as expressly hereinabove provided, there shall be no reduction, change or abatement of any rental or other charge payable by Lessee to Lessor hereunder, or in the method of computing, accounting for or paying the same.

9.6 Interruption of Service.

(a) Interruption of Service Defined. Except as otherwise expressly provided in this Lease, no damages, compensation, or claim shall be payable by Lessor, and this Lease and the obligations of Lessee to perform all of its covenants and agreements hereunder shall in no way be affected, impaired, reduced, or excused, in the event that there is an interruption, curtailment, or suspension of the Building’s heating, ventilation and air conditioning (“ HVAC ”), utility, sanitary, elevator, water, telecommunications, security (including equipment, devices, and personnel), or other Building systems serving the Premises or any other services required of Lessor under this Lease (each, an “ Interruption of Service ”), by reason of:

(i) any Casualty;

(ii) any emergency situation creating a threat to person or property;

(iii) any other causes of any kind whatsoever that are beyond the control of Lessor, including but not limited to:

(aa) a lack of access to the Building or the Premises beyond the control of Lessor (which shall include, but not be limited to, the lack of access to the Building or the Premises when it or they are structurally sound but inaccessible due to the evacuation of the surrounding area or damage to nearby structures or public areas);

(bb) any cause outside the Building;

(cc) contaminants within the Building that would adversely affect the Building or its occupants (including, but not limited to, the presence of biological or other airborne agents within the Building or the Premises);

(dd) a disruption of mail and deliveries to the building or the Premises resulting from a Casualty;

(ee) a disruption of telephone and telecommunications services to the Building or the Premises resulting from a Casualty; or,

(ff) a blockage of any windows, doors, or walkways to the Building or the Premises resulting from a Casualty.

(b) Lessor’s Interruption of Services. Except as otherwise expressly provided in this Lease, Lessor reserves the right, without any liability to Lessee, and without being in breach of any covenant of this Lease, to effect an Interruption of Service, as required by this Lease or by law, or as Lessor in good faith deems advisable, whenever and for so long as may be reasonably necessary, to make repairs, alterations, upgrades, changes, or for any other reason, to the Building’s HVAC, utility, sanitary, elevator, water, telecommunications, security (including equipment, devices, and personnel), or other Building systems serving the Premises or any other services required of Lessor under this Lease.

In each instance, Lessor shall exercise reasonable diligence to eliminate the cause of the Interruption of Service, if resulting from conditions within the Building, and conclude the Interruption of Service. Lessor shall give Lessee notice, when practicable, of the commencement and anticipated duration of such Interruption of Service.

(c) No Remedies. The occurrence of an Interruption of Service pursuant to Subsections 9.6(a) and 9.6(b) hereof shall not:

(i) Constitute an actual or constructive eviction of Lessee, in whole or in part;

(ii) Entitle Lessee to any abatement or diminution of Basic Rent, Additional Rent, or any other costs due from Lessee pursuant to this Lease;

(iii) Relieve or release Lessee from any of its obligations under this Lease;

(iv) Entitle Lessee to terminate this Lease, unless said interrupt continues for a period in excess of sixty (60) days.

(d) Rental Rebate. In the event an occurrence of an Interruption of Service lasts longer than fifteen (15) days, Base Rent shall be reduced proportionate to Lessee’s loss of use of the Premises on a day for day basis until the Interruption of Service ceases.

10. Taxes.

10.1 Real Property Taxes. Subject to the provisions of Section 10.2, Lessor shall pay the Real Property Taxes, as defined in Section 10.3, applicable to the Office Building Project and Lessee shall reimburse Lessor for Lessee’s Share of the Real Property Taxes in accordance with Section 4.2.

10.2 Additional Improvements. Lessee shall not be responsible for paying any portion of increases in Real Property Taxes that the tax assessor’s records and work sheets indicate are the result of improvements made to the Office Building Project by other lessees or by Lessor for the exclusive enjoyment of other lessees. Lessee shall pay to Lessor the full amount of any increase in Real Property Taxes assessed solely by reason of additional improvements installed at the Premises by Lessee or at Lessee’s request.

10.3 Definition of “Real Property Tax”. “Real Property Taxes” means all taxes, assessments and charges levied upon or with respect to the Office Building Project or any personal property of Lessor used in the operation thereof, or Lessor’s interest in the Office Building Project or such personal property. Real Property Taxes shall include, without limitation, all general real property taxes and general and special assessments, charges, fees, or assessments for transit, housing, police, fire, or other governmental services or purported benefits to the Office Building Project or the occupants thereof, service payments in lieu of taxes, and any tax, fee, or excise on the act of entering into this Lease or any other lease of space in the Office Building Project, or on the use or occupancy of the Office Building Project or any part thereof, or on the rent payable under any lease or in connection with the business of renting space in the Office Building Project, that are now or hereafter levied or assessed against Lessor by the United States of America, the State of Colorado or any political subdivision thereof, public corporation, district, or any other political or public entity, and shall also include any other tax, fee or other excise, however described, that may be levied or assessed as a substitute for, or as an addition to, in whole or in part, any other real property taxes, whether or not now customary or in the contemplation of the parties on the date of this Lease. Real Property Taxes shall not include franchise, transfer, inheritance, or capital stock taxes or income taxes measured by the net income of Lessor from all sources unless, due to a change in the method of taxation, any of such taxes is levied or assessed against Lessor as a substitute for, or as an addition to, in whole or in part, any other tax that would otherwise constitute a real property tax; Real Property Taxes shall also include reasonable legal and consulting fees, costs, and disbursements incurred in connection with proceedings to contest, determine, or reduce Real Property Taxes.

10.4 Personal Property Taxes.

(a) Lessee shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Lessee located in the Premises or elsewhere.

(b) if any of Lessee’s personal property shall be jointly assessed with Lessor’s real property, Lessee shall pay to Lessor the portion of the tax attributable to such personal property within ten (10) days after receipt of a written statement setting forth such amounts prepared by Lessor in accordance with Section 10.5.

10.5 Joint Assessment. If the taxes on improvements or personal property which are to be paid separately by Lessee under this Section 10 are not separately assessed, Lessee’s portion of such taxes shall be equitably determined by Lessor from the respective valuations assigned to such improvements or personal property in the assessor’s work sheets or such other information (which may include the cost of construction) as may be reasonably available. Lessor’s reasonable, good faith determination thereof shall be conclusive.

11. Utilities.

11.1 Services Provided by Lessor. Lessor shall provide janitorial services (currently as described in Exhibit F) and HVAC, as reasonably required, electricity sufficient for normal office use, tap water sufficient for normal drinking and lavatory use, and replacement light bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures.

11.2 Services Exclusive to Lessee. Lessee shall pay for all utilities and services furnished to or used at the Premises, including water, gas, electricity, other power, telephone and other communications services, and all other utilities and services supplied and/or metered to the Premises or to Lessee, together with any taxes or impositions thereon. If any such services are not separately metered to the Premises, Lessee shall pay at Lessor’s option, either Lessee’s Share or a reasonable proportion to be determined by Lessor of all charges jointly metered with other premises in the Building.

11.3 Hours of Service. All services and utilities provided to the Premises shall be provided during generally accepted business days and hours. The Building shall be open to the public from 7:00 AM to 6:00 PM Monday through Friday and 8:00 AM to 12:00 noon on Saturday (holidays excluded). Lessee shall have access to the Building and Premises 24 hours daily, seven days a week. Utilities and services required at other times shall be subject to advance request and for a reasonable additional charge to be fixed by Lessor, which, in the event more than one tenant requires such services at the same time, shall be reasonably apportioned by Lessor among all such tenants. The current rate charged by Lessor for after hours HVAC is $50.00 per hour, subject to change from time to time in Landlord’s discretion.

11.4 Excess Usage by Lessee. Lessee shall not make connection to the utilities except by or through existing outlets and shall not install or use machinery or equipment in Or about the Premises that uses excess water, lighting or power, or suffer or permit any act that causes extraordinary burden upon the utilities or services, including, but not limited to security services, over standard office usage for the Office Building Project. Lessee shall reimburse Lessor for any expenses or costs resulting from a breach of this subparagraph by Lessee. Lessor may, in its sole discretion, install at the Premises at Lessee’s expense supplemental equipment and/or separate metering for use in measuring Lessee’s excess usage or loading. Lessee will reimburse Lessor for such excess utility use as Additional Rent.

12. Assignment and Subletting.

12.1 Lessee shall not directly or indirectly (including, without limitation, by merger, acquisition, or other transfer of any controlling interest in Lessee) voluntarily or by operation of law sell, assign,

mortgage, encumber, pledge or otherwise transfer or hypothecate all or any part of Lessee’s interest in or rights with respect to the Premises or its leasehold estate hereunder (collectively, “ Assignment ”), or permit all or any portion of the Premises to be occupied by anyone other than itself or sublet all or any portion of the Premises (collectively, “ Sublease ”) without Lessor’s prior written consent in each instance, which consent shall not be unreasonably withheld, delayed, or conditioned.

12.2 If Lessee desires to enter into an Assignment of this Lease or a Sublease of the Premises or any portion thereof, it shall give written notice (the “ Notice of Proposed Transfer ”) to Lessor of its intention to do so no less than thirty (30) days prior to such proposed Assignment of Sublease, which notice shall contain: (i) the name and address of the proposed assignee, sublessee or occupant (“ Transferee ”), (ii) the nature of the proposed Transferee’s business to be carried on in the Premises, (iii) the terms and provisions of the proposed Assignment or Sublease and (iv) such financial information as Lessor may reasonably request concerning the proposed Transferee.

12.3 At any time within fourteen (14) business days after Lessor’s receipt of the Notice of Proposed Transfer pursuant to Section 12.2, Lessor may by written notice to Lessee elect to: (i) consent to the proposed Assignment or Sublease, or (ii) disapprove the proposed Assignment or Sublease and provide to Lessor a reasonably detailed explanation of the reason for the disapproval. If Lessor fails to give Lessee written notice within fourteen (14) business days after receipt of the Notice of Proposed Transfer, the proposed Assignment or Sublease shall be deemed approved. If Lessor elects to consent to the proposed Assignment or Sublease, Lessee may, not later than ninety (90) days thereafter, enter into such Assignment or Sublease with the proposed Transferee and upon the terms and conditions set forth in the Notice of Proposed Transfer. Upon full recoupment by Lessee of its costs in connection with the Assignment or Sublease of the Premises including, but not limited to, leasing commissions, remodeling costs, rent concessions, and reasonable attorneys fees, then Lessee shall pay to Lessor fifty percent (50%) of any Rent or other consideration received by Lessee in excess of the Base Rent and Additional Rent payable hereunder (or the amount thereof proportionate to the portion of the Premises subject to such Sublease or Assignment).

12.4 No Sublease or Assignment by Lessee nor any consent by Lessor thereto shall relieve Lessee of any obligation to be performed by Lessee under this Lease. Any Sublease or Assignment that is not in compliance with this Section 12 shall be null and void and, at the option of Lessor, shall constitute a noncurable default by Lessee under this Lease and Lessor shall be entitled to pursue any right or remedy available to Lessor under the terms of this Lease or under applicable law. The acceptance of any Rent or other payments by Lessor from a proposed Transferee shall not constitute Consent to such Sublease or Assignment by Lessor or a recognition of any Transferee, or a waiver by Lessor of any failure of Lessee to comply with this Section 12.

12.5 Notwithstanding anything in this Section 12 to the contrary, but subject to the provisions of Section 12.6 below, Lessor’s prior written consent shall not be required for any assignment of this Lease to any of the following: (i) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Lessee; (ii) a successor entity related to Lessee by merger, consolidation, or non-bankruptcy reorganization; or (iii) a purchaser of all or substantially all of Lessee’s assets; provided that (a) Lessee is not in default under this Lease; (b) Lessee provides Lessor with the written notice required by Section 12.2(i)-(iv); and (c) after such assignment or transfer the operation of the business conducted in the Premises shall be operated in the manner required by this Lease. For purposes of the preceding sentence, the term “control” means owning directly or indirectly fifty percent (50%) or more of the beneficial interest in such entity, or having the direct or indirect power to control the management policies of each person or entity, whether through ownership, by contract or otherwise. As a condition to this Section 12.5, Lessee agrees to inform Lessor in writing of the proposed assignment or other transfer no less than thirty (30) days prior to any assignment or other transfer referred to in this Section 12.5.

12.6 Any Transferee approved by Lessor or transferee or assignee under Section 12.5, shall, from and after the effective date of the Assignment or Sublease, assume all obligations of Lessee under this Lease and shall be and remain liable jointly and severally with Lessee for the payment of Rent and for the performance of all of the terms, covenants, conditions and agreements herein contained on

Lessee’s part to be performed for the Term. No Assignment shall be binding on Lessor unless Lessee or Transferee shall deliver to Lessor a counterpart of the Assignment and an instrument that contains a covenant of assumption by such Transferee satisfactory in substance and form to Lessor, and consistent with the requirements of this Section 12.6. Any failure or refusal of such Transferee to execute such instrument of assumption shall constitute a default under this Lease but shall not release or discharge such Transferee from its liability as set forth above.

12.7 For the convenience of the parties, Lessor has set a minimum fee, to be paid by Lessee, to reimburse Lessor for administrative and legal expenses associated with the review and preparation of legal documents, such fee to be paid in connection with each request by Lessee that Lessor consent to a proposed assignment, change of ownership or hypothecation of this Lease and Lessee shall accompany each such request with a certified check. The initial fee shall be in the amount of One Thousand Five Hundred Dollars ($1,500); provided, however, that said fee may be adjusted by Lessor according to an appropriate consumer price index. Upon request from Lessee, Lessor shall notify Lessee of the then applicable set fee.

13. Default; Remedies.

13.1 Default. The occurrence of any one or more of the following events shall constitute a material default by Lessee under this Lease:

(a) The vacation or abandonment of the Premises by Lessee. Vacation of the Premises shall include the failure to occupy the Premises for a continuous period of thirty (30) days or more, whether or not the rent is paid.

(b) The breach by Lessee of any of the covenants, conditions or provisions of Sections 7.3(a), (b) or (d) (alterations), 12 (assignment or subletting), 17 (estoppel certificate), 30 (subordination), or 42 (easements), all of which are hereby deemed to be material, non-curable defaults without the necessity of any notice by Lessor to Lessee thereof.

(c) The failure by Lessee to make any payment of Rent or any other payment required to be made by Lessee hereunder, without deduction or offset, as and when due, where such failure shall continue for a period of three (3) days after written notice thereof from Lessor to Lessee. In the event that Lessor serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes such Notice to Pay Rent or Quit shall also constitute the notice required by this subparagraph.

(d) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee other than those referenced in subparagraphs (b) and (c), above, where such failure shall continue for a period of thirty (30) days after written notice thereof from Lessor to Lessee; provided, however, that if the nature of Lessee’s noncompliance is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. To the extent permitted by law, such thirty (30) day notice shall constitute the sole and exclusive notice required to be given to Lessee under applicable Unlawful Detainer statutes.

(e) (i) The making by Lessee or by any guarantor of Lessee’s obligations under this Lease of any general arrangement or general assignment for the benefit of creditors; (ii) Lessee or any guarantor of Lessee’s obligations under this Lease becoming a “debtor” as defined in 11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days; (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within thirty (30) days. In the event that any provision of this Section 13.1(e) is contrary to any applicable law, such provision shall be of no force or effect, and this Section 13.1 (e) shall be interpreted in such a way to give effect to the remaining provisions.

(f) Except as provided in Section 7 hereof, Lessee shall do or permit to be done anything which creates a lien upon the Premises or upon all or any part of the Building or the Office Building Project.

(g) The inclusion by Lessee or its successor in interest or by any guarantor of Lessee’s obligation hereunder of false information in any financial statement provided hereunder.

13.2 Remedies. In the event of any material default or breach of this Lease by Lessee, Lessor may at any time thereafter, with or without notice or demand and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such default:

(a) Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession of the Premises to Lessor. In such event Lessor shall be entitled to recover from Lessee all damages incurred by Lessor by reason of Lessee’s default including, but not limited to (i) the cost of recovering possession of the Premises; (ii) expenses of reletting, including necessary renovation and alteration of the Premises consistent with what is then offered in the market for buildings comparable to the Office Building Project; (iii) reasonable attorneys’ fees, and any real estate commission actually paid; (iv) the worth at the time of award of any unpaid Rent which had been earned at the time of such termination; (v) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss for the same period that Lessee proves could reasonably be avoided; (vi) the worth at the time of award of the amount by which the unpaid Rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided; (vii) that portion of the leasing commission paid by Lessor pursuant to Section 16 and (viii) that portion of the Lessee improvement allowance (if any) applicable to the unexpired Term of this Lease. As used in this Section 13.2, the “worth at the time of award” is computed by allowing interest at the rate of ten percent (10%) per annum.

(b) Maintain Lessee’s right to possession in which case this Lease shall continue in effect whether or not Lessee shall have vacated or abandoned the Premises. In such event Lessor shall be entitled to enforce all of Lessor’s rights and remedies under this Lease, including the right to recover the Rent as it becomes due hereunder. The foregoing remedies shall also be available to Lessor in the event Lessee has abandoned the Premises. Lessor’s election not to terminate this Lease pursuant to this Section 13.2(b) or pursuant to any other provision of this Lease, at law or in equity, shall not preclude Lessor from subsequently electing to terminate this Lease or pursuing any of its other remedies.

(c) Re-enter the Premises and remove all persons and property from the Premises; such property may be removed, stored and/or disposed of, in Lessor’s sole discretion, and no acceptance of surrender of the Premises or other action on Lessor’s part shall be construed as an election to terminate this Lease.

(d) Pursue any other remedy now or hereafter available to Lessor under applicable law. Unpaid installments of Rent and other unpaid monetary obligations of Lessee under the terms of this Lease shall bear interest from the date due at the maximum rate then allowable by law.

13.3 Right to Perform. Except as otherwise specifically provided in this Lease, all covenants and agreements of Lessee under this Lease shall be performed by Lessee at Lessee’s sole cost and expense and without any abatement or offset of Rent. If Lessee shall fail to pay any sum of money (other than monthly Base Rent) or fail to perform any other act on its part to be paid or performed hereunder and such failure shall continue beyond any applicable cure period, Lessor may, without waiving or releasing Lessee from any of Lessee’s obligations, make such payment or perform such other act on behalf of Lessee. All sums so paid by Lessor and all necessary incidental costs incurred by Lessor in performing such other acts shall be payable by Lessee to Lessor within five (5) business days after demand therefor as Additional Rent.

13.4 Default by Lessor. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time, but in no event later than thirty (30) days after written notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have theretofore been furnished to Lessee in writing, specifying the obligation that Lessor has failed to perform; provided, however, that if the nature of Lessor’s obligation is such that more than thirty (30) days are required for performance then Lessor shall not be in default if Lessor commences performance within such 30-day period and thereafter diligently pursues the same to completion. Upon default by Lessor, Lessee shall be entitled to all rights and remedies available by law or equity.

13.5 Late Charges; Right to Change Terms.

(a) Lessee hereby acknowledges that late payment by Lessee to Lessor of Base Rent, or Additional Rent or other sums due hereunder will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed on Lessor by the terms of any mortgage or trust deed covering the Office Building Project. Accordingly, if any installment of Base Rent, Additional Rent, or any other sum due from Lessee shall not be received by Lessor or Lessor’s designee when due, then, without any requirement for notice to Lessee, Lessee shall pay to Lessor a late charge equal to 6% of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of late payment by Lessee. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee’s default with respect to such overdue amount, nor prevent Lessor from exercising any of the other rights and remedies granted hereunder.

(b) Following any late rental payment occurring twice within any twelve (12) month period, Lessor may require one or more of the following at Lessor’s sole discretion by giving written notice to Lessee (and in addition to any late charge or interest accruing pursuant to Section 13.5(a) above, as well as any other rights and remedies accruing pursuant to Article 13, or any other provision of this Lease or at law): (i) that Base Rent shall be paid quarterly in advance instead of monthly; (ii) that all future rental payments are to be made on or before the due date by cash, cashier’s check, or money order; (iii) that the delivery of Lessee’s personal or corporate check will no longer constitute a payment of rental as provided in this lease; and/or (iv) that Lessee provide a security deposit equal to three (3) months of that current Base Rent. Any acceptance of a monthly rental payment or of a personal or corporate check thereafter by Lessor shall not be construed as a subsequent waiver of said rights.

14. Hazardous Substances.

14.1 As used herein, the term “ Hazardous Substances ” shall mean any chemical, substance, medical or other waste, living organism or combination thereof which is or may be hazardous to the environment or human or animal health or safety due to its radioactivity, ignitability, corrosivity, reactivity, explosivity, toxicity, carcinogenicity, mutagenicity, phytotoxicity, infectiousness or other harmful or potentially harmful properties or effects. “Hazardous Substances” shall include, without limitation, petroleum hydrocarbons, including crude oil or any fraction thereof, asbestos, radon, polychlorinated biphenyls (PCBs), methane and all substances which now or in the future may be defined as “hazardous substances,” “hazardous wastes,” “extremely hazardous wastes,” “hazardous materials,” “toxic substances,” “infectious wastes,” “biohazardous wastes,” “medical wastes,” “radioactive wastes” or which are otherwise listed, defined or regulated in any manner pursuant to any Environmental Laws. As used herein, “ Environmental Laws ” means all present and future federal, state and local laws, statutes, ordinances, rules, regulations, standards, directives, interpretations and conditions of approval, all administrative or judicial orders or decrees and all guidelines, permits, licenses, approvals and other entitlements, and rules of common law, pertaining to Hazardous Substances, the protection of the environment or human or animal health or safety.

14.2 Lessee shall not cause or permit any Hazardous Substance to be used, manufactured, stored, discharged, released or disposed of in, from, under or about the Premises, the Building, the Office Building Project or any other land or improvements in the vicinity thereof, excepting only, if applicable, such minor quantities of materials as are normally used in office buildings, and then only in strict accordance with all Applicable Laws. Without limiting the generality of the foregoing, Lessee, at its sole cost, shall comply with all Environmental Laws. If the presence of Hazardous Substances on the Premises or elsewhere in the Office Building Project caused or permitted by Lessee results in contamination of the Premises or any other portion of the Office Building Project, or any soil or groundwater in, under or about the Office Building Project, Lessee, at its expense, shall promptly take all actions necessary to return the Premises or the Office Building Project or portion thereof affected, to the condition existing prior to the appearance of such Hazardous Materials. The termination of this Lease shall not terminate or reduce the liability or obligations of Lessee under this Section 14, or as may be required by law, to clean up, monitor or remove any Hazardous Substances.

14.3 Lessee shall indemnify, protect, defend and hold harmless Lessor, the Property Manager, and their respective officers, directors, trustees, agents and employees from and against all losses, costs, claims, damages, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, or expenses of any kind or nature (including, without limitation, attorneys’ fees and expert’s fees) arising out of or in connection with any Hazardous Substances on, in, under or affecting the Premises, Building, Office Project, or any part thereof that are or were attributable to Lessee or any employee, invitee, licensee, agent, contractor, or permitted sublessee Lessee or anyone claiming under Lessee or other person or entity acting at the direction, knowledge or implied consent of Lessee, including, without limitation, any cost of monitoring or removal, any reduction in the fair market value or fair rental value of the Premises, the Building or the Office Building Project, and any loss, claim or demand by any third person or entity relating to bodily injury or damage to real or personal property and reasonable attorneys’ fees and costs.

14.4 Lessee shall not suffer any lien to be recorded against the Premises, the Building or the Office Building Project as a consequence of a Hazardous Substance, including any so called state, federal or local “super fund” lien related to the “clean up” of a Hazardous Substances in or about the Premises, the Building or the Office Building Project where said Hazardous Substances are or were attributable to the activities of Lessee.

14.5 In the event Hazardous Substances are discovered in or about the Premises, the Building or the Office Building Project, and Lessor has reason to believe that Lessee or any employee, invitee, licensee, agent or contractor of Lessee or anyone claiming under Lessee was responsible for the presence of such Hazardous Substances, then Lessor shall have the right to appoint a consultant, at Lessee’s expense, to conduct an investigation to determine whether Hazardous Substances are located in or about the Premises, the Building or the Office Building Project and to determine the corrective measures, if any, required to remove such Hazardous Substances. Lessee, at its expense, shall comply with all recommendations of the consultant, as required by law. To the extent it is determined that neither Lessee nor any employee, invitee, licensee, agent or contractor of Lessee, nor anyone claiming under Lessee, was responsible for the presence of the Hazardous Substances, then Lessor shall reimburse Lessee for any costs incurred by Lessor and paid by Lessee under the terms of this Section 14.

14.6 Lessee shall immediately notify Lessor of any inquiry, test, investigation or enforcement proceeding by or against Lessee or the Premises, the Building or the Office Building Project known to Lessee concerning any Hazardous Substances. Lessee acknowledges that Lessor, as the owner of the Office Building Project, at its election, shall have the sole right, at Lessee’s expense, to negotiate, defend, approve and appeal any action taken or order issued with regard to Hazardous Substances by any applicable governmental authority.

14.7 Lessee shall surrender the Premises to Lessor, upon the expiration or earlier termination of the Lease, free of Hazardous Substances which are or were attributable to Lessee or any employee, invitee, licensee, agent or contractor of Lessee, or anyone claiming under Lessee, if Lessee fails to so surrender the Premises, Lessee shall indemnify and hold Lessor harmless from all losses, costs, claims,

damages and liabilities resulting from Lessee’s failure to surrender the Premises as required by this Section, including, without limitation, any claims or damages in connection with the condition of the Premises including, without limitation, damages occasioned by the inability to relet the Premises or a reduction in the fair market and/or rental value of the Premises, the Building or the Office Building Project or any portion thereof, by reason of the existence of any Hazardous Substances, which are or were attributable to the activities of Lessee or any employee, invitee, licensee, agent or contractor of Lessee, or anyone claiming under Lessee.

14.8 Upon or prior to the Commencement Date, Lessee shall provide to Lessor a complete list of any and all Hazardous Substances expected to be employed by Lessee within the Premises. Throughout the term of the Lease, Lessee shall continue to update this list of chemicals, contaminants and Hazardous Substances.

14.9 At any time and from time to time during the term of this Lease if Lessor has a good-faith, reasonable belief that Hazardous Substances are present on the Premises in violation of this Lease, Lessor may perform, at Lessee’s sole cost and expense, an environmental site assessment report concerning the Premises, prepared by an environmental consulting firm chosen by Lessor, indicating the presence or absence of Hazardous Materials caused or permitted by Lessee and the potential cost of any compliance, removal or remedial action in connection with any such Hazardous Substances on the Premises. Lessee shall grant and hereby grants to Lessor and its agents access to the Premises and specifically grants Lessor an irrevocable non-exclusive license to undertake such an assessment; and the cost of such assessment shall be immediately due and payable on demand.

15. Eminent Domain.

15.1 If the Premises or any portion thereof are taken as a result of the exercise of the power of eminent domain, or any transfer in lieu thereof, this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever first occurs, and, in the case of a partial taking, either Lessor or Lessee shall have the right to terminate this Lease as to the balance of the Premises by written notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Lessee of such right to terminate shall be that the portion of the Premises taken shall be of such extent and nature as substantially to handicap, impede or impair Lessee’s use of the balance of the Premises. If any material part of the Building or Office Building Project shall be taken as a result of the exercise of the power of eminent domain, whether or not the Premises are affected, Lessor shall have the right to terminate this Lease by written notice to Lessee within thirty (30) days of the date of the taking. If neither Lessor nor Lessee terminates this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Rent and Additional Rent shall be reduced in the proportion that the floor area of the Premises taken bears to the total floor area of the Premises. Common Areas taken shall be excluded from the Common Areas usable by Lessee and no reduction of Rent shall occur with respect thereto or by reason thereof. In the event of any taking, Lessor shall be entitled to any and all compensation, damages, income, rent, awards, or any interest therein whatsoever which may be paid or made in connection therewith, and Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease or otherwise; provided that Lessor shall have no claim to any portion of the award that is specifically allocable to Lessee’s relocation expenses or the interruption of or damage to Lessee’s business.

15.2 Notwithstanding any other provision of this Section 15, if a taking occurs with respect to all or any portion of the Premises for a limited period of time, this Lease shall remain unaffected thereby and Lessee shall continue to pay Rent and Additional Rent and to perform all of the terms, conditions and covenants of this Lease. In the event of any such temporary taking, Lessee shall be entitled to receive that portion of any award which represents compensation for the use or occupancy of the Premises during the Term up to the total Base Rent and Additional Rent owing by Lessee for the period of the taking, and Lessor shall be entitled to receive the balance of any award.

15.3 Lessee hereby waives and releases any right, under any applicable law, statute or ordinance now or hereafter in effect, to terminate this Lease in whole or in part due to a taking of the Premises as a result of the exercise of the power of eminent domain.

16. Broker’s Fee.

16.1 The brokers involved in this transaction are CB Richard Ellis as listing broker and Frederick Ross Company as procuring broker, licensed real estate broker(s). A “procuring broker” is defined as any broker other than the listing broker entitled to a share of any commission arising under this Lease. Upon execution of this Lease by both parties, Lessor shall pay to said brokers jointly, or in such separate shares as they may mutually designate in writing, a fee as set forth in a separate agreement between Lessor and said broker(s).

16.2 Each of Lessee and Lessor represents and warrants to the other that it has not had any dealings with any person, firm, broker or finder (other than the person(s), if any, whose names are set forth in Section 16.1) above) in connection with the negotiation of this Lease and/or the consummation of the transaction contemplated hereby, and no other broker or other person, firm or entity is entitled to any commission or finder’s fee in connection with said transaction and Lessee and Lessor do each hereby indemnify, defend and hold the other harmless from and against any costs, expenses, attorney’s fees or liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying party.

17. Estoppel Certificate.

17.1 Lessor’s Request. Upon Lessor’s written request, Lessee shall execute, acknowledge and deliver to Lessor a written statement certifying: (i) that none of the terms or provisions of this Lease have been changed (or if they have been changed, stating how they have been changed); (ii) if accurate at the time, that this Lease has not been canceled or terminated and is in full force and effect (if it is not correct the Lessee shall state the facts are confirming that the lease is canceled or terminated); (iii) the amount of the current Base Rent; (iv) the last date of payment of the Base Rent and other charges and the time period covered by such payment: (v) the amount of any Security Deposit paid and the validity of any charges made thereto by Lessor (or, if Lessee contests the validity of any such changes, stating why); (vi) that the Lease has not been subleased or assigned, or if it has been so subleased or assigned, the identity of the sublessee or assignee: and (vii) that Lessor is not in default under this lease (or, if Lessor is claimed to be in default, stating why). Lessee shall deliver such statement to Lessor within ten (10) business days after Lessor’s request. Any such statement by Lessee may be given by Lessor to any prospective purchaser or encumbrancer of the Premises, the Building or the Office Building Project. Such purchaser or encumbrancer may rely conclusively upon such statement as true and correct.

17.2 At Lessor’s option, the failure to deliver such statement within ten (10) business days of such request shall be a material default of this Lease by the responding party, without any further notice to Lessee, or it shall be conclusive upon Lessee that (i) this Lease is in full force and effect, without modification except as may be represented by the requesting party, (ii) there are no uncured defaults in the requesting party’s performance, and (iii) if Lessor is the requesting party, not more than one month’s Base Rent has been paid in advance.

17.3 Lessee shall, when requested by Lessor from time to time but not more frequently than once each year, furnish a true and accurate statement, certified by the proper officers of Lessee, of its financial condition for the last three (3) years. Lessee and Lessor have entered into the Confidentiality Agreement attached as Exhibit H hereto and all disclosures by Lessee pursuant to this Section 17.3 shall be subject to the terms of the Confidentiality Agreement. In the event of a conflict between the terms of this Lease and the Confidentiality Agreement, the terms of the Confidentiality Agreement shall govern.

18. Sale or Assignment by Lessor.

18.1 It is agreed that Lessor may at any time sell, assign or transfer by lease or otherwise its interest as Lessor in and to this Lease, or any part thereof, and may at any time sell, assign or transfer its interest in and to the whole or any portion of the Premises or the Office Building Project. In the event of any transfer of Lessor’s interest in the Premises or the Office Building Project, the transferor shall be automatically relieved of any and all of Lessor’s obligations and liabilities accruing from and after the date of such transfer provided that the transferee assumes all of Lessor’s obligations under this Lease.

18.2 Lessee hereby agrees to attorn to Lessor’s assignee, transferee, or purchaser from and after the date of notice to Lessee of such assignment, transfer or sale, in the same manner and with the same force and effect as though this Lease were made in the first instance by and between Lessee and such assignee, transferee or purchaser. Notwithstanding a sale or assignment by Lessor, Lessee’s right to quiet possession of the Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the Rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. In the event of the exercise of the power of sale under, or the foreclosure of, any deed of trust, mortgage or other encumbrances placed by Lessor against all or any portion of the Premises, Lessee shall, upon demand, attorn to the purchaser upon the effective date of any such sale or foreclosure of any such deed of trust, mortgagee or other encumbrance, and shall recognize the purchaser or judgment creditor as the Lessor under the Lease.

19. Severability. If any provision of this Lease or the application thereof to any person, entity or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons, entities or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and be enforced to the full extent permitted by law.

20. Interest on Past-due Obligations. Except as expressly herein provided, any amount due to Lessor not paid when due shall bear interest from the date due until paid at the prime rate as published by the Wall Street Journal as of the date such amount was due plus four percent (4%), but not more than the maximum rate then allowable by law. Payment of such interest shall not excuse or cure any default by Lessee under this Lease.

21. Time of Essence. Time is of the essence with respect to the obligations to be performed under this Lease.

22. Entire Agreement; Amendments. This instrument, including the exhibits hereto, which are incorporated herein and made a part of this Lease, contains the entire agreement between the parties and all prior negotiations and agreements are merged herein. Lessee hereby acknowledges that neither Lessor nor Lessor’s agents have made any representations or warranties with respect to the Premises, the Building, the Office Building Project, or this Lease except as expressly set forth herein, and no rights, easements or licenses are or shall be acquired by Lessee by implication or otherwise unless expressly set forth herein.

23. Notices. Any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivery, by certified or registered mail, return receipt requested, or by nationally recognized overnight carrier, requiring signature upon receipt, and shall be deemed sufficiently given if delivered or addressed to Lessee or to Lessor at the address noted below the signature of the respective parties. Personally delivered notices shall be deemed given when actually delivered. Mailed notices shall be deemed given upon actual receipt at the address required, as evidenced by the return receipt Overnight notices shall be deemed given upon actual receipt at the address required as evidenced by signature of the recipient. Either party may by notice to the other specify a different address for notice purposes except that upon Lessee’s taking possession of the Premises, the Premises shall constitute Lessee’s address for notice purposes. A copy of all notices required or permitted to be given to Lessor hereunder shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate by notice to Lessee.

24. Waivers; Modifications.

24.1 No failure by either Lessor or Lessee to insist upon the strict performance of any obligation of the other under this Lease or to exercise any right, power or remedy consequent upon a breach thereof, no acceptance of full or partial Rent or Additional Rent during the continuance of any such breach, and no acceptance of the keys to or possession of the Premises prior to the expiration of the Term by any employee or agent of either Lessor or Lessee, as the case may be, shall constitute a waiver of any such breach or of such term, covenant or condition or operate as a surrender of this Lease.

24.2 Neither this Lease nor any term or provisions hereof may be changed, waived, discharged or terminated orally, and no breach thereof shall be waived, altered or modified, except by a written instrument signed by the party against which the enforcement of the change, waiver, discharge or termination is sought. No waiver of any breach shall affect or alter this Lease, but each and every term, covenant and condition of this Lease shall continue in full force and effect with respect to any other then- existing or subsequent breach thereof. The consent of Lessor given in any instance under the terms of this Lease shall not relieve Lessee of any obligation to secure the consent of Lessor in any other or future instance under the terms of this Lease.

25. Recording. This Lease shall not be recorded without Lessor’s consent. However, either Lessor or Lessee may, upon request of the other execute, acknowledge and deliver to the requesting party a “short form” memorandum of this Lease for recording purposes if the non-requesting party consents to the recording of such memorandum.

26. Holding Over. Lessee shall vacate the Premises upon the expiration or earlier termination of this Lease. Lessee shall reimburse Lessor for and indemnify, defend and hold Lessor harmless against all damages, liabilities and costs, including, but not limited to, attorneys’ fees, incurred by Lessor from any delay by Lessee in vacating the Premises. If Lessee, with Lessor’s consent, remains in possession of the Premises or any part thereof after the expiration of the Term, such occupancy shall be a tenancy from month to month upon all the provisions of this Lease pertaining to the obligations of Lessee, except that the Rent payable shall be one hundred fifty percent (150%) of the Rent payable immediately preceding the termination date of this Lease, and all Options, if any, granted under the terms of this Lease shall be deemed terminated and be of no further effect during said month to month tenancy. Any holding over without Lessor’s consent shall constitute a default by Lessee and entitle Lessor to exercise any or all of its remedies provided hereunder, notwithstanding that Lessor may elect to accept one or more payments of Rent from Lessee.

27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

28. Covenants and Conditions. Each provision of this Lease performable by Lessee or Lessor shall be deemed both a covenant and a condition.

29. Binding Effect; Choice of Law. Subject to any provisions hereof restricting assignment or subletting by Lessee and subject to the provisions of Section 18, this Lease shall bind the parties, their personal representatives, successors and assigns. This Lease shall be governed by the laws of the State where the Office Building Project is located and any litigation concerning this Lease between the parties hereto shall be initiated in county in which the Office Building Project is located.

30. Subordination.

30.1 So long as Lessor’s mortgagee or other lender holding the mortgage or deed of trust to which this Lease is to be subordinated agrees in writing that it will not disturb Lessor’s quite possession of the Premises, it will recognize all of Lessee’s rights hereunder and it will perform all of Lessor’s obligations hereunder and so long as Lessee is not in default of and shall pay the Rent when due and observe and perform all of the provisions of this Lease, then this Lease, and all Options, rights of first

refusal and rights of first offer (collectively “Rights”) granted herein, at Lessor’s option, shall be subordinate to any mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon the Office Building Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Lessee’s right to quiet possession of the Premises shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the Rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee or trustee shall elect to have this Lease and the Rights granted herein prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Lessee, this Lease and such Rights shall be deemed prior to such mortgage, deed of trust whether this Lease or such Rights are dated prior or subsequent to the date of said mortgage, deed of trust or the date of recording thereof.

30.2 Lessee agrees to execute any documents required to effectuate an attornment, a subordination, or to make this Lease or any Option granted herein prior to the lien of any mortgage, deed of trust or ground lease, as the case may be. Lessee’s failure to execute such documents within ten (10) days after written demand shall constitute a material default by Lessee hereunder without further notice to Lessee or, at Lessor’s option, Lessor shall execute such documents on behalf of Lessee as Lessee’s attorney-in- fact. Lessee does hereby make, constitute and irrevocably appoint Lessor as Lessee’s attorney-in-fact and in Lessee’s name, place and stead, to execute such documents in accordance with this Section 30.2.

31. Attorney’s Fees. In the event that either Lessor or Lessee fails to perform any of its obligations under this Lease or in the event a dispute arises concerning the meaning or interpretation of any provision of this Lease, the defaulting party or the party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by the other party in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys’ fees.

32. Lessor’s Access.

32.1 Lessor reserves (for itself, its Property Manager, and any other designated agent, representative, employee or contractor) the right to enter the Premises at all reasonable times and, except in cases of emergency, after giving Lessee reasonable notice, to inspect the Premises, to supply any service to be provided by Lessor hereunder, to show the Premises to prospective purchasers, mortgagees or, during the last year of the Term of this Lease, Lessees, to post notices of nonresponsibility, and to alter, improve or repair the Premises and any portion of the Building, without abatement of Rent or Additional Rent, and may for that purpose erect, use and maintain necessary structures in and through the Premises and the Building, where reasonably required by the character of the work to be performed, provided that the entrance to the Premises shall not be blocked thereby, and further provided that the business of Lessee shall not be interfered with unreasonably. Lessee hereby waives any claim for damages for any injury or inconvenience to or interference with Lessee’s business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned thereby. All locks for all of the doors in, upon and about the Premises, excluding Lessee’s vaults and safes or special security areas (designated in advance in writing by Lessee) shall at all times be keyed to the Building master system and Lessor shall at all times have and retain a key with which to unlock all of said doors. Lessor shall have the right to use any and all means that Lessor may deem necessary or proper to open said doors in an emergency in order to obtain entry to any portion of the Premises, and any entry to the Premises or portions thereof obtained by Lessor by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Lessee from the Premises or any portion thereof.

32.2 Without limitation of the provisions of Section 32.1 above, except in cases of emergency, after giving Lessee twenty-four (24) hours prior written notice, Lessor and its authorized agents and representative shall be entitled to enter the Premises at all reasonable times during business hours for the purpose of exhibiting the same to prospective purchasers and, during the final one hundred eighty (180) days of the Term, except in the cases of emergency, after giving Lessee twenty-four (24) hours prior written notice, Lessor shall be entitled to exhibit the Premises for hire or for rent and to display thereon in such manner as will not unreasonably interfere with Lessee’s business the usual “For Rent” or “For Lease” signs, and such signs shall remain unmolested on the Premises.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, either voluntarily or involuntarily, any auction in the Premises or the Common Areas without first having obtained Lessor’s prior written consent, which consent may be granted or withheld in Lessor’s sole and absolute discretion. The holding of any auction on the Premises or Common Areas in violation of this Section shall constitute a material default of this Lease.

34. Signs. Using a signage vendor approved in advance by Lessor, Lessee shall be entitled to install, at Lessee’s expense, standard building suite signage at the entrance to the suites included in the Premises and in the lobby directory. Lessee shall have the exclusive right to signage on the monument in front of the Building and such signage is subject to the reasonable approval of Lessor and the Architectural Control Committee of the Denver Technological Center and the cost of installation and maintenance shall be at Lessee’s sole cost and expense. Lessee shall not place any additional signage upon the Premises or the Office Building Project without Lessor’s prior written consent. Under no circumstances shall Lessee place a sign on any roof of the Office Building Project.

35. Merger. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, or a termination by Lessor, shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subtenancies or may, at the option of Lessor, operate as an assignment to Lessor of any or all of such subtenancies.

36. Intentionally Omitted.

37. Quiet Possession. Lessee, upon paying the Rent due hereunder and performing all of its obligations under this Lease, shall have quiet possession of the Premises for the entire Term subject to all of the provisions of this Lease.

38. Authority.Lessee’s Authority. If Lessee is a corporation or a partnership, Lessee and each of the persons executing this Lease on behalf of Lessee does hereby represent and warrant as follows: Lessee is an entity duly formed and validly existing and in good standing under the laws of its state of organization and qualified to do business in the State of Colorado. Lessee has the power, legal capacity and authority to enter into and perform its obligations under this Lease and no approval or consent of any person is required in connection with the execution and performance hereof. The execution and performance of Lessee’s obligations under this Lease will not result in or constitute any default or event that would be, or with notice or the lapse of time would be, a default, breach or violation of the organizational instruments governing Lessee or any agreement or any order or decree of any court or other governmental authority to which Lessee is a party or to which it is subject. Lessee has taken all necessary action to authorize the execution , delivery and performance of this Lease and this Lease constitutes the legal, valid and binding obligation of Lessee. Upon Lessor’s request, Lessee shall provide Lessor with evidence reasonably satisfactory to Lessor confirming the foregoing representations and warranties.

(b) Lessor’s Authority . Lessor and each of the persons executing this Lease on behalf of Lessor does hereby represent and warrant that Lessor has the power, legal capacity and authority to enter into and perform its obligations under this Lease and no approval or consent of any person is required in connection with the execution and performance hereof. The execution and performance of Lessor’s obligations under this Lease will not result in or constitute any default or event that would be, or with notice or the lapse of time would be, a default, breach or violation of the organizational instruments governing Lessor or any agreement or any order or decree of any court or other governmental authority to which Lessor is a party or to which it is subject. Lessor has taken all necessary action to authorize the execution , delivery and performance of this Lease and this Lease constitutes the legal, valid and binding obligation of Lessor. Upon Lessee’s request, Lessor shall provide Lessee with a Certificate of Owner confirming the foregoing representations and warranties.

39. Options and Expansion Rights.

39.1 Option to Extend.

(a) Subject to Section 39.6, Lessee shall have two options to extend the Term of this Lease (each, an “ Option ”) on all the terms and conditions contained in this Lease, except Base Rent, for an additional five (5) year period following expiration of the initial Term or the first Extended Term, as the case may be (each, an “ Extended Term ”) provided that Lessee gives Lessor written notice of exercise of the Option (the “ Option Notice ”) at least twelve (12) months but not more than fifteen (15) months before the expiration of the initial Term or Extended Term, as the case may be. The Options may be exercised for all, or less than all, the Premises, which Lessee must specify in its Option Notice. If Lessee does not exercise its Option with respect to any portion of the Premises, such portion shall be deleted from this Lease at the end of the then current Term or Extended Term, as the case may be, and Lessee shall have no further rights or options with respect to such deleted space.

(b) Not later than ten (10) months prior to the expiration of the initial Term or the first Extended Term, as the case may be, Lessor shall provide to Lessee written notice specifying the Base Rent for the extended term (the “ Base Rent Notice ”). Base Rent for each Extended Term shall be the “Prevailing Market Rent” for the Premises. As used in this Lease, “ Prevailing Market Rent ” shall mean the base monthly rental (net of all expenses) for space of comparable size and location to the Premises and in buildings similar in age and quality to the Building, taking into account any additional rental and all other payments or escalations then being charged and allowances and economic concessions being given for such comparable space over a comparable term, and considering the size, quality, and financial capability of the tenant. For the thirty (30) days following Lessee’s receipt of the Base Rent Notice Lessor and Lessee shall negotiate in good faith to arrive at a mutually acceptable Base Rent for the Extended Term (“ Negotiation Period ”). Within five (5) business days following the conclusion of the Negotiation Period, Lessee shall notify Lessor in writing (the “ Election Notice ”) of one of the following choices: (i) to accept the amount of Base Rent agreed upon during the Negotiation Period, in which case the Lease will be extended with the agreed Base Rent for the Extended Term; or (ii) to demand arbitration of the Prevailing Market Rent in accordance with the terms of Section 39.2 hereof, in which case the Lease will be extended with the Base Rent as determined by such arbitration; or (iii) to terminate the negotiations and withdraw the Option Notice, in which case the Option hereunder will be void and of no further effect and the Lease will terminate at the end of the then current Term. If Lessee does not send the Election Notice by close of business on the fifth (5th) business day following the expiration of the Negotiation Period, Lessee will be deemed to have made the election set forth in clause (iii) above.

39.2 Determination of Prevailing Market Rent.

(a) If at the end of the Negotiation Period pursuant to Section 39.1(b) (in the case of an Option to Extend) or Section 39.4(a) (in the case of a Right of First Offer), Lessee elects arbitration of Prevailing Market Rent, then Lessor and Lessee shall each select one Appraiser to determine the Prevailing Market Rent Each such Appraiser shall arrive at a determination of the Prevailing Market Rent and submit his or her conclusions to Lessor and Lessee within thirty (30) days after the expiration of the thirty (30) day Negotiation Period described in Section 39.1(b) or 39.4(a), as the case may be.

(b) If only one appraisal is submitted within the requisite time period, it shall be deemed to be the Prevailing Market Rent. If both appraisals are submitted within such time period, and if the two appraisals so submitted differ by less than ten (10) percent of the higher of the two, the average of the two shall be the Prevailing Market Rent. If the two appraisals differ by more than ten (10) percent of the higher of the two, then the two Appraisers shall immediately select a third Appraiser who will within thirty (30) days of his or her selection make a determination of the Prevailing Market Rent and submit such determination to Lessor and Lessee. This third appraisal will then be averaged with the closer of the two previous appraisals and the result shall be the Prevailing Market Rent.

(c) For purposes of this Section 39.2, “ Appraiser ” shall be either (i) an appraiser who is a member of the American Institute of Real Estate Appraisers with not less than five (5) years

experience appraising office and industrial properties in the Denver metropolitan area; or (ii) a commercial realtor with at least twelve (12) years experience in the Denver metropolitan area. Each party shall pay the cost of the appraiser selected by such party and one-half of the cost of the third appraiser plus one-half of any other costs incurred in the determination.

39.3 Right of First Refusal – Second Floor. Lessee shall have a continuing right of first refusal with respect to any space on the second floor of the Building that becomes available during the Term or any Extended Term, subject to the following:

(a) Subject to rights, if any, as specified in Exhibit “D” attached hereto, heretofore granted to any other tenant, whenever, after the Commencement Date hereof, the Lessor has received a bona fide offer to lease any space (the “ ROFR Space ”) on the second floor of the Building from a third party not already in tenancy in such space, which offer Lessor intends to accept, Lessor shall give written notice to Lessee (the “ ROFR Notice ”) setting forth the terms and conditions, including Rent, tenant improvement allowances, free rent, and other concessions or incentives of the proposed third party lease (the “ ROFR Terms ”). In the event the ROFR Terms provide for a lease termination on any date other than the end of the Term hereunder, Lessor shall also include in the ROFR Notice its proposal for how the terms and conditions can reasonably be adjusted (the “ Coterminous Modifications ”) to permit the term of the ROFR Space lease to be coterminous with the Term of this Lease. Lessee may exercise its Right of First Refusal by providing Lessor with written notice accepting all such terms and conditions (including both the ROFR Terms and the Coterminous Modifications) within seven (7) business days after receipt of the ROFR Notice, in which case the ROFR Space shall be added to the Premises subject to the terms and conditions set forth in the ROFR Notice including the Coterminous Modifications. If Lessee does not believe the Coterminous Modifications proposed by Lessor are appropriate or reasonable, Lessor and Lessee shall negotiate for such seven (7) business days concerning such Coterminous Modifications. At the end of such seven (7) business days negotiation, Lessee shall have the following choices by written notice (the “ ROFR Election Notice ”) to the Lessor;

(i)

To exercise the Right of First Refusal as to the ROFR Space on the ROFR Terms, in which case the ROFR Space shall be added to the Premises subject to the ROFR Terms but excluding the Coterminous Modifications; or

(ii)

To exercise the Right of First Refusal as to the ROFR Space on the ROFR Terms including the Coterminous Modifications, in which case the ROFR Space shall be added to the Premises subject to the ROFR Terms including the Coterminous Modifications, and the term shall be coterminous with the Term of this Lease; or

(iii)

To exercise the Right of First Refusal as to the ROFR Space on the ROFR Terms, but to demand arbitration of the proposed Coterminous Modifications, in which case the ROFR Space shall be added to the Premises subject to the ROFR Terms, except the proposed Coterminous Modifications shall be determined by arbitration in accordance with Subsection 39.3(b) below, and the term shall be coterminous with the Term of this Lease; or

(iv)

To reject the Right of First Refusal in which case Lessee’s Right of First Refusal with respect to such ROFR Space shall lapse, Lessor may proceed to lease to the third party on the terms and conditions set forth in the ROFR Notice, excluding any Coterminous Modifications. If Lessee fails to provide written notice to Lessor by close of business on said seventh (7 ^th ) business day concerning any of the choices set forth in this Section 39.3(a), then Lessee shall irrevocably be deemed to have made the choice set out in this clause (iv) and Lessee’s Right of First Refusal with respect to such ROFR Space shall lapse.

Any material modification of the ROFR Terms provided in the ROFR Notice which is materially more favorable to the proposed tenant shall constitute a new proposed lease for the ROFR Space and shall require that Lessor provide a new ROFR Notice to Lessee of the proposed Lease. If the Lease to the

proposed Lessee under the ROFR Notice is not completed within two hundred seventy (270) days after the expiration of the seven (7) business day period provided for herein, then the proposed Lease shall be deemed to have failed and Lessor must provide Lessee with a new ROFR Notice of a proposed Lease and comply with the provisions of this Section 39.3.

(b) If Lessee demands arbitration in accordance with clause (iii) of Section 39.3(a), Lessor and Lessee shall each select an Appraiser (as defined in Section 39.2(c) above) to determine Coterminous Modifications necessary to equitably modify the terms and conditions of the proposed third party lease appropriately and reasonably so that the Term of lease of the ROFR Space can be coterminous with the Term of this Lease. The Appraisers shall meet within ten (10) days of their appointment and shall arrive at a determination of the appropriate and reasonable Coterminous Modifications. If the two Appraisers cannot reach agreement, then the two Appraisers shall immediately select a third Appraiser and shall submit their respective determinations of the Coterminous Modifications to the third Appraiser. The third Appraiser will within ten (10) days of the submission of Coterminous Modifications by the original two Appraisers choose which of the Coterminous Modifications proposed by the other two Appraisers most appropriately and reasonably represents the Coterminous Modifications necessary to modify the Lease. The costs of the arbitration will be split in accordance with the provisions of Section 39.2(c) above.

(c) Notwithstanding anything to the contrary, Lessee may exercise the Right of First Refusal during the last fifteen (15) months of the initial Term or Extended Term if and only if Lessee, either prior to or simultaneously with such exercise, exercises its Option to extend the Lease. Lessor is not required to propose any Coterminous Modifications (nor are they subject to arbitration) if the Right of First Refusal arises during the last three (3) years of the Term or any Extended Term and the ROFR Terms provide for a minimum term of three (3) years

(d) This Right of First Refusal shall lapse if Lessee (i) has previously terminated this Lease with respect to all other space on the second floor; (ii) ceases to occupy at least seventy-five percent (75%) of the original Premises leased hereunder; or (iii) exercises its Right of Early Termination pursuant to Section 3.5.

39.4 Right of First Offer – Third and Fourth Floors. Lessee shall have a continuing right of first offer with respect to any space that may become available on the third or fourth floor of the Building during the Term or Extended Term, subject to the following:

(a) Subject to rights, if any, as specified in Exhibit “D” attached hereto, heretofore granted to any other tenant, whenever space (the “ ROFO Space ”) becomes available after the Commencement Date of this Lease on the third or fourth floor, Lessor shall give Lessee written notice (the “ ROFO Notice ”) of the availability and specifying Lessor’s determination of Prevailing Market Rent as such term is defined in Section-39.1 (b). Lessee may exercise its Right of First Offer by providing Lessor with written notice of exercise (the “ ROFO Exercise Notice ”) within ten (10) days after receipt of the ROFO Notice. Lessee shall state in its ROFO Exercise Notice whether Lessee accepts Lessor’s determination of Prevailing Market Rent or disagrees. If Lessee accepts Lessor’s determination of Prevailing Market Rent, the ROFO Space will be added to the Premises hereunder subject to all the terms and conditions hereof except that Base Rent for the ROFO Space shall be the Prevailing Market Rent. If Lessee in its ROFO Exercise Notice disagrees with Lessor’s determination of Prevailing Market Rent, Lessee and Lessor shall undertake good faith negotiations for a period of twenty (20) days after Lessee’s ROFO Exercise Notice (the “ Negotiation Period ”). Within five (5) business days after the conclusion of the Negotiation Period, Lessee shall deliver a written notice to Lessor (the “ Determination Notice ”) in which Lessee may either:

(i)

accept the amount of Base Rent agreed upon during the Negotiation Period by providing Lessor with written notice of acceptance, in which case the ROFO Space will be added to the Premises hereunder subject to all the terms and conditions hereof except that Base Rent shall be the agreed upon Prevailing Market Rent; or

(ii)

agree to accept the ROFO Space but demand arbitration of Prevailing Market Rent in accordance with Section 39.2 hereof by providing Lessor with written demand for arbitration. After conclusion of such arbitration, the ROFO Space will be added to the Premises hereunder subject to all the terms and conditions hereof except that Base Rent shall be the appraised Prevailing Market Rent; or

(iii)

elect not to accept the ROFO Space, in which case the Right of First Offer shall lapse as to such space and be of no further force or effect unless and until the ROFO Space again becomes available.

Failure of Lessee to deliver a Determination Notice to Lessor within such five (5) business day period shall be deemed to be an irrevocable election of (iii) above and Lessee’s Right of First Offer with respect to such ROFO Space shall lapse, and Lessor may proceed to lease the former ROFO Space to any third party on such terms and conditions as Lessor, in its sole discretion, deems reasonable.

(b) Notwithstanding anything to the contrary, Lessee may exercise the Right of First Offer during the last fifteen (15) months of the initial Term or Extended Term if and only if Lessee, either prior to or simultaneously with such exercise, exercises its Option to extend the Lease. The lease term for any ROFO Space shall be a minimum three (3) years.

(c) This Right of First Offer shall lapse if Lessee (i) ceases to occupy at least seventy-five percent (75%) of the original Premises leased hereunder; or (ii) exercises its Right of Early Termination pursuant to Section 3.5.

39.5 Options and Expansion Rights Personal. The Options under Section 39.1 and the expansion rights under Sections 39.3 and 39.4 (collectively, the “ Expansion Rights ”) granted hereunder are personal to Lessee and are not assignable or transferable by Lessee. No Assignment or other transfer of this Lease shall include a transfer or assignment of the Options granted hereunder unless Lessor expressly acknowledges and agrees in writing to a transfer of such Options.

39.6 Effect of Default on Option and Expansion Rights.

(a) Lessee shall have no right to exercise the Options and Expansion Rights (i) if Lessee is in default under this Lease on the date of exercise or on the date of commencement of Extended Term or occupancy, as the case may be, or (ii) if Lessee has received more than two (2) written notices of default during any lease year.

(b) The period of time within which the Options and Expansion Rights may be exercised shall not be extended or enlarged by reason of Lessee’s inability to exercise the Options and Expansion Rights because of the provisions of Section 39.6(a).

40. Security Measures. Lessee assumes all responsibility for the protection of Lessee, its agents, and invitees and the property of Lessee and of Lessee’s agents and invitees from acts of third parties. Nothing herein contained shall prevent Lessor, at Lessor’s sole option, from providing security protection for the Office Building Project or any part thereof, in which event the cost thereof shall be included within the definition of Operating Expenses, as set forth in Section 4.2. Notwithstanding the foregoing, Lessor advises Lessee that the Building features electronic card key access on all of the first floor entrances. There is a building guard on duty Monday-Friday, 5:00 p.m. – 11:00 p.m.; Saturdays 8:00 a.m. – 11:00 p.m.; and Sundays noon-11:00 p.m. When his or her duties permit, the guard is able to escort employees to their vehicles. Such current security measures are subject to change from time to time by Lessor in its reasonable discretion, consistent with Lessor’s obligations pursuant to Section 7.1 hereof

41. Lessor’s Reservations; Lessee’s Restrictions.

41.1 Lessor shall have the following additional rights:

(a) To change the name, address or title of the Office Building Project or the Building in which the Premises are located upon not less than sixty (60) days prior written notice;

(b) To, at Lessee’s expense, provide and install Building standard graphics on the door of the Premises and such portions of the Common Areas as Lessor shall reasonably deem appropriate;

(c) To permit any lessee the exclusive right to conduct any business as long as such exclusive right does not conflict with any rights expressly given herein;

(d) To place such signs, notices or displays as Lessor reasonably deems necessary or advisable upon the roof, exterior of the Building or the Office Building Project or on pole signs in the Common Areas.

41.2 Lessee shall not suffer or permit anyone, except in an emergency, to go upon the roof of the Building.

41.3 Lessor shall not change the address of the Office Building Project or the Building in which the Premises are located without the prior written consent of Lessee, which consent shall not be unreasonably withhold, conditioned or delayed; provided, however, Lessor shall pay the reasonable cost and expense for Lessee to replace its stationery and business cards it may have in stock with the former address thereon.

42. Easements.

42.1 Lessor reserves to itself the right, from time to time, to grant such easements, rights and dedications as Lessor deems necessary or desirable in its sole and absolute discretion, and to cause the recordation of Parcel Maps and restrictions, so long as such easements, rights, dedications, Maps and restrictions do not unreasonably interfere with the use of the Premises by Lessee, Lessee shall sign any of the aforementioned documents upon request of Lessor and failure to do so shall constitute a material default of this Lease by Lessee without the need for further notice to Lessee.

42.2 The obstruction of Lessee’s view, air or light by any structure erected in the vicinity of the Building, whether by Lessor or third parties, shall in no way affect this Lease or impose any liability upon Lessor.

43. Performance Under Protest. If at any time a dispute arises as to any amounts payable hereunder, the party against whom the payment obligation is asserted shall have the right to make payment “under protest” and shall retain the right to bring an action to recover such sum.

44. Conflict. Any conflict between the printed provisions, Exhibits or Addenda of this Lease and the typewritten or handwritten provisions, if any, shall be controlled by the typewritten or handwritten provisions.

45. Lender Modification. Lessee agrees to make such reasonable modifications to this Lease as may be reasonably required by an institutional lender in connection with the obtaining of normal financing or refinancing of the Office Building Project.

46. Lessor’s Consent or Waiver for Benefit of Lessee’s Lender. Lessor shall consider Lessee’s request for a waiver, consent subordination or other agreement or instrument (“ Lessor’s Waiver ”) from Lessor for the benefit of Lessee’s bank or lender upon delivery to Lessor of a written request therefor together with a payment of a non-refundable administration fee of Seven Hundred Fifty and 00/100 Dollars ($750.00) for reasonable attorneys’ fees and other costs incurred by Lessor in connection with the processing and documentation of any such request. Lessor’s consent to any such request for Lessor’s Waiver shall be made in Lessor’s sole discretion and any such Lessor’s Waiver shall be delivered on

Lessor’s standard form. Lessor will consider requests for amendment to Lessor’s standard form of Lessor’s Waiver only upon written request of Lessee accompanied by payment of any additional non-refundable fee of One Thousand Five Hundred and 00/100 Dollars ($1,500,00) for Lessor’s reasonable attorneys’ fees and other costs incurred by Lessor in considering such request and Lessee shall, upon invoice from Lessor, pay to Lessor as additional rent any amounts by which Lessor’s attorneys’ fees in negotiating the Lessor’s Waiver exceed $1,500.00.

47. Lessee’s Consent or Waiver for Benefit of Lessor’s Lender. Lessee shall consider Lessor’s request for a waiver, consent subordination or other agreement or instrument (“ Lessee’s Waiver ”) from Lessee for the benefit of Lessor’s bank or lender upon delivery to Lessee of a written request therefor together with a payment of a non-refundable administration fee of Seven Hundred Fifty and 00/100 Dollars ($750.00) for reasonable attorneys’ fees and other costs incurred by Lessee in connection with the processing and documentation of any such request.

48. Multiple Parties. If more than one person or entity is named as either Lessor or Lessee herein, except as otherwise expressly provided herein, the obligations of Lessor or Lessee herein shall be the joint and several responsibility of all persons or entities named herein as such Lessor or Lessee, respectively.

49. Counterparts. This Lease may be signed in counterpart originals, each of which shall be deemed an original and all of which shall, when executed, constitute one and the same instrument.

50. Attachments. Attached hereto are the following documents which constitute a part of this Lease:


Exhibit A		Description of the Premises
Exhibit B		Rules and Regulations for Standard Office Lease
Exhibit C		Commencement Date Certification
Exhibit D		Outstanding Options and Other Tenant Rights
Exhibit E		Parking Plan
Exhibit F		Current Janitorial Services
Exhibit G		Termination Payment
Exhibit H		Confidentiality Agreement

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE TERMS. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE LESSOR OR BROKERS AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION RELATING THERETO; THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.


LESSOR:			LESSEE:

THE BOARD OF ADMINISTRATION AS TRUSTEE FOR THE POLICE AND FIRE DEPARTMENT RETIREMENT FUND			CLIFTON GUNDERSON LLP, a Delaware limited liability partnership

By:	Kennedy Associates Real Estate Counsel, LP, its Investment Advisor		By:

			Name:	David E. Bailey
	By:	Kennedy Associates Real Estate	Its:	COO
		Counsel GP, LLC, its general partner

By:

Name:	Robert A. Ratliffe
Its:	Senior Vice President

Address for Notices:			Address for Notices:

Kennedy Associates Real Estate Counsel, LP			Clifton Gunderson LLP
Senior Vice President, Asset Management 1215 4 ^th Avenue 2400 Financial Center Seattle, WA 98161			301 S.W. Adams Street, Suite 600 Peoria, IL 61602 Attn: COO

With copies to:

Kennedy Associates Real Estate Counsel, LP			Clifton Gunderson LLP
Asset Management 7315 Wisconsin Avenue, Suite 350 West			370 Interlocken Blvd., Suite 500 Broomfield, CO 80021
Bethesda, MD 20814			Attn:	Managing Partner,
				Rocky Mountain Client Service Center

Nossaman, Guthner, Knox & Elliott, LLP 50 California Street, 34 ^th Floor San Francisco, CA 94111 Attn: David L. Kimport, Esq.

EXHIBIT A

DESCRIPTION OF THE PREMISES

EXHIBIT B

RULES AND REGULATIONS

It is further agreed that the following rules and regulations shall be and are hereby made a part of this Lease and Lessee agrees that Lessee’s employees and agents or any others permitted by Lessee to occupy or enter the Premises will at all times abide by these rules and regulations as they may be amended or supplemented from time to time. Capitalized terms have the same meaning as used in the Lease, unless otherwise indicated.

(1)

The sidewalks, entries, passages, corridors, stairways, and elevators of the Building Complex shall not be obstructed or locked or used for smoking, storage or loitering by Lessee or Lessee’s agents or employees or used for any purpose other than ingress and egress to and from the Premises, it being understood and agreed that such access may be obtained only via the elevators (if any) in the lobby of the Building. The fire doors, including those in the elevator lobbies, shall not be locked or obstructed by Lessee.

(2)

Furniture, equipment, or supplies will be moved in or out of the Building only upon the elevator (if any) and access ways designated by Lessor and then only during such hours and in such manner as may be prescribed by Lessor. The Lessor shall have the right to approve the movers or moving company employed by Lessee, which approval shall not be unreasonably withheld, and Lessee shall cause the movers to use only the loading facilities and elevator designated by Lessor. In the event Lessee’s movers damage the elevator or any part of the Building, Lessee shall forthwith pay to Lessor the amount required to repair that damage.

(3)

No safe or article, the weight of which may, in the opinion of Lessor, constitute a hazard or damage to the Building or the Building’s equipment, shall be moved into the Premises. Safes and other equipment, the weight of which is not excessive, shall be moved into, from, or about the Building only during such hours and in such manner as shall be prescribed by Lessor and Lessor shall have the right to designate the location of such articles in the Premises.

(4)

No sign, advertisement or notice shall be inscribed, painted, or affixed on any part of the inside or outside of the Building (including windows) unless of such color, size, and style and in such place upon or in the Building as shall be first designated by Lessor in writing but there shall be no obligation or duty on Lessor to allow any sign, advertisement or notice to be inscribed, painted, or affixed on any part of the inside or outside of the Building. A directory in a conspicuous space, for listing the name of tenants, including the Lessee, in the main lobby of the Building will be provided by Lessor. Any necessary revision in the directory will be made by Lessor at Lessee’s expense within a reasonable time after notice from Lessee of the change making the revision necessary. No furniture shall be placed in front of the Building or in any lobby or corridor of the Building (whether included wholly within the Premises, or otherwise), without the prior written consent of Lessor. Lessor shall have the right to remove all non-permitted signs and furniture, without notice to Lessee, at the expense of Lessee.

(5)

Lessee shall not do or permit anything to be done in the Premises or bring or keep anything therein which would in any way increase the rate of fire insurance on the Building or on property kept therein which would in any way increase the rate of fire insurance on the Building or on property kept herein, constitute a nuisance or waste, obstruct or interfere with the rights of other tenants or in any way injure or annoy them, or conflict with the laws relating to fire or with any regulations of the fire department, fire insurance underwriters, or with any insurance policy upon the Building or any part thereof, or conflict with any of the rules or ordinances of the Department of Health of the City and County where the Building is located.

(6)	The janitor of the Building may at all times keep a passkey and other agents of Lessor shall at all times be allowed admittance to the Premises.

(7)

Water closets and other water fixtures shall not be used for any purpose other than that for which they were intended and any damage resulting to them from misuse on the part of Lessee or Lessee’s agents or employees shall be paid for by Lessee. No person shall waste water by tying back or wedging the faucets or in any other manner.

(8)

Except for handicapped assistance dogs, no animals shall be allowed in the offices, halls, corridors, and elevators in the Building. No person shall disturb the occupants of the Building or adjoining buildings or premises by the use of any radio, sound equipment, or musical instrument or by the making of loud or improper noises.

(9)	Bicycles or other vehicles shall not be permitted in the offices, halls, corridors, and elevators in the Building nor shall any obstruction of sidewalks or entrances of the Building be permitted.

(10)

Lessee shall not allow anything to be placed on the outside of the Building, nor shall anything be thrown by Lessee or Lessee’s agents or employees out of the windows or doors or down the corridors, elevator shafts, or ventilating ducts or shafts of the Building. Lessee, except in case of fire or other emergency, shall not open any outside window. Lessee must at its own expense dispose of crates, boxes, or similar large items of refuse which will not fit into office waste paper baskets. In no event shall Lessee set any such items in the corridors or other areas of the Building or garage facility.

(11)

No addition lock or locks shall be placed by Lessee on any door in the Building, unless written consent of Lessor shall first have been obtained. Two keys to the Premises and the toilet rooms, if locked by Lessor, will be furnished by Lessor and neither Lessee nor Lessee’s agents or employees shall have any duplicate keys made. Lessor shall supply Lessee with such additional keys as Lessee may require at Lessee’s sole cost and expense. At the termination of this tenancy, Lessee shall promptly return to Lessor all keys to offices, toilet rooms, or vaults.

(12)	No window shades, blinds, screens, draperies, or other window covering will be attached or detached by Lessee without Lessor’s prior written consent. Lessee agrees to abide by Lessor’s rules with respect to maintaining uniform curtains, draperies and linings, or blinds at all windows and hallways.

(13)

If any Lessee desires telegraphic, telephonic, or other electric connections, Lessor or Lessor’s agents will direct the electricians as to where and how the wires may be introduced. Without such directions, no boring or cutting for wires will be permitted. Any such installation and connection shall be made at Lessee’s expense.

(14)

Lessee shall not install or operate any steam or gas engine or boiler or carry on any mechanical business in the Premises. The use of oil, gas, or inflammable liquids for heating, lighting, or any other purpose is expressly prohibited. Explosives or other articles deemed extra hazardous shall be brought into the Building.

(15)	Any painting or decorating, as may be agreed to be done by and at the expense of Lessor, shall be done during regular weekday working hours. Should Lessee desire such work on Saturdays, Sundays, Legal Holidays, or outside of regular working hours, Lessee shall pay for the extra cost thereof.

(16)

Except as permitted by Lessor, Lessee shall not mark upon, paint signs upon, cut drill into, drive nails or screws into, or in any way deface the walls, ceilings, partitions, or floors of the Premises or of the Building and any defacement, damage, or injury caused by Lessee or Lessee’s agents or employees shall be paid for by Lessee. Decorative paintings, pictures and the like may be hung in a customary manner on the interior walls of the Premises without Lessor’s consent.

(17)

Smoking is prohibited in the Building, including all tenants’ premises, inside lobbies, stairwells, bathrooms, and other Common Areas and public areas of the Building Complex and is restricted in all outside plaza areas of the Building Complex to specific locations designated by Lessor as smoking area, if any.

(18)

Lessee shall be entitled to two sets of keys to the Premises. In the event Lessee needs any additional keys, such keys must be requested from Lessor. Lessee shall pay to Lessor the actual cost of making such additional keys. Lessor reserves the right to refuse admittance to the Building at any time other than during Ordinary Business Hours, to any person not producing a key to the Premises and/or a pass issued by Lessor. In case of fire, invasion, riot, public excitement or other commotion, Lessor also reserves the right to prevent access to the Building while it continues. Lessor shall in no case be liable for damages for the admission or exclusion of any person to or from the Building.

(19)	No canvassing, soliciting, distribution of hand bills or other written material, or peddling shall be permitted in the Building on the Building Complex, and Lessee shall cooperate with Lessor in prevention and elimination of same.

PARKING RULES

1. Parking areas shall be used only for parking by vehicles no longer than full size, passenger automobiles herein called “ Permitted Size Vehicles ’’.

2. Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee’s employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities.

3. Parking stickers or identification devices shall be the property of Lessor and be returned to Lessor by the holder thereof upon termination of the holder’s parking privileges. Lessee will pay such replacement charge as is reasonably established by Lessor for the loss of such devices.

4. Lessor reserves the right to reasonably allocate parking spaces between compact and standard size spaces, as long as the same complies with applicable laws, ordinances and regulations and to allocate and assign parking spaces among Lessee and the other tenants of the Building or to restrict the use of certain parking spaces for certain tenants.

5. Users of the parking area will obey all posted signs and park only in the areas designated for vehicle parking.

6. Unless otherwise instructed, every person using the parking area is required to park and lock his own vehicle. Lessor will not be responsible for any damage to vehicles, injury to persons or loss of property, all of which risks are assumed by the party using the parking area.

7. Validation, if established, will be permissible only by such method or methods as Lessor and/or its licensee may establish at rates generally applicable to visitor parking.

8. The maintenance, washing, waxing or cleaning of vehicles in the parking area is prohibited.

9. Lessee shall be responsible for seeing that all of its employees, agents and invitees comply with the applicable parking rules, regulations, laws and agreements.

10. Lessor reserves the right to amend or modify these rules and/or adopt such other reasonable and nondiscriminatory rules and regulations as it may deem necessary for the proper operation of the parking area.

11. Such parking use as is herein provided is intended merely as a license only and no bailment is intended or shall be created hereby.


Initials

EXHIBIT C

CERTIFICATION OF COMMENCEMENT DATE

This Certification of Commencement Date is made as of , 2007 by and between Board of Administration as Trustee for the Police and Fire Department Retirement Fund (“ Lessor ”), and Clifton Gunderson, LLP (“ Lessee ”), who agree as follows:

1. Lessor and Lessee entered into a Standard Office Lease dated January , 2007 (the “Lease”) in which Lessor leased to Lessee and Lessee leased from Lessor certain Premises described therein in the office building located at 8390 East Crescent Parkway, in the City of Greenwood Village, County of Arapahoe, State of Colorado (the “ Building ”). All capitalized terms herein are as defined in the Lease.

2. Pursuant to the Lease, Lessor and Lessee agreed to and do hereby confirm the following matters as of the Commencement Date of the Term:

the Commencement Date of the Lease is , 20 ;

the Termination Date of the Lease is , 20 ;

the amount of the Tenant Improvement Allowance is $2,096,015;

the amount of the Additional Allowance is $ ; and

the amount of the Brokerage Commission is $ .

3. Lessee confirms that

it has accepted possession of the Premises as provided in the Lease;

Lessor has fulfilled all of its obligations under the Lease as of the date hereof,

the Lease is in full force and effect and has not been modified, altered, or amended; and

there are no set-offs or credits against Rent, and no Security Deposit has been paid except as provided by the Lease.

4. The provisions of this Certification shall inure to the benefit of, or bind, as the case may require, the parties and their respective successors and assigns, and to all mortgagees of the Building, subject to the restrictions on assignment and subleasing contained in the Lease, and are hereby attached to and made a part of this Lease.


LESSOR:

THE BOARD OF ADMINISTRATION AS TRUSTEE FOR THE POLICE AND FIRE DEPARTMENT RETIREMENT FUND

	By:	Kennedy Associates Real Estate Counsel, LP, its Investment Advisor

		By:	Kennedy Associates Real Estate Counsel GP, LLC, its general partner

By:
Name:


LESSEE:

CLIFTON GUNDERSON, LLP, a Delaware limited liability partnership

By:
Name:
Its:

EXHIBIT D

Options and Rights of Others

Second, Third, and Fourth Floors


Holder	Right	Expires	Affects

CB Richard Ellis	ROFR	1/1/09	Suite 310

CB Richard Ellis	Option to Renew	1/1/09	Suite 300

Holland & Hart	Option to Renew	12/08/07	Fourth Floor

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EXHIBIT E

Parking Plan

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EXHIBIT F

Current Janitorial Services

SCOPE OF WORK

A. DEFINITIONS

1.	Owner - City of San Jose Police and Fire Pension Fund /CB Richard Ellis, Inc.

2.	Cleaning Day - Unless otherwise directed and approved by Owner, the cleaning day begins at 5:30 p.m. and ends at 1:00 a.m. The cleaning week begins Monday and ends Friday, holidays excepted.

3.	Holidays - The Building will be closed on the following national holidays: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Daily cleaning will be performed on the night before the holiday.

4.	Daily - “Daily” shall mean that the cleaning shall be performed every evening that the Building is opened.

5.	Every Other Day - “Every other day” shall mean that the cleaning shall be performed every other day, or every forty-eight (48) hours during the cleaning day.

6.	Weekly - “Weekly” shall mean that the cleaning shall be completed once during each calendar week during the cleaning day.

7.	Monthly - “Monthly” shall mean that the cleaning shall be completed once during each calendar month during the cleaning day.

8.	Every Other Month - “Every other month” shall mean that the cleaning shall be completed once during each two (2) calendar months unless specific intervals are specified during the cleaning day.

9.	Quarterly - “Quarterly” shall mean that the cleaning shall be completed once during each three (3) calendar month period.

10.	Semiannually - “Semiannually” shall mean that the cleaning shall be completed once during each six (6) calendar month period.

11.	Yearly - “Yearly” shall mean that the cleaning shall be completed once during each twelve (12) calendar months during the cleaning day.

12.	Treated Cloth - “Treated cloth” shall mean a cleaning cloth of a size satisfactory for office cleaning, treated to retain dust and dirt in such a way that the said treatment does not deposit upon the surfaces cleaned.

13.	Treated Mop - “Treated mop” shall mean what is commonly termed as “dry mop” of a size satisfactory for office treated to retain dust and dirt in such a way that the said treatment does not deposit upon the surfaces mopped.

14.	Detergent Water - “Detergent water” shall mean a mixture of detergent and water in the proper proportion to satisfactorily accomplish a cleaning task.

15.	Abrasive - “Abrasive” shall mean the use of a scrubbing compound such as is required for the removal of heel and scuff marks on hard surface floors, stains on desk tops, etc. Abrasives shall not be used which damage the surfaces to cleaned.

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16.	Clean - “Clean” shall mean that the surface or object shall be free of debris, dust, smudges and/or stains.

17.	Dust - “Dust” shall mean the removal of dust from the surfaces of offices’ furnishings, sills, ledges and objects with a treated cloth.

18.	High Dust - “High dust” shall mean the removal of dust from the surfaces over 72 inches above floor level of offices’ furnishings, sills, ledges and objects with a treated clothe.

19.	Sweep - “Sweep” shall mean the removal of debris and dirt from the surfaces of floors and sidewalks with a broom.

20.	Wipe - “Wipe” shall mean the cleaning of smudges and finger marks from polished surfaces such as metal panels in elevators.

21.	Damp Wipe - “Damp Wipe” shall mean wiping with a damp cloth moistened with detergent water.

22.	Vacuum - “Vacuum” shall mean that the surfaces shall be cleaned of debris, dirt and dust with an upright vacuum machine appropriate for the task.

23.	Shampoo - “Shampoo” shall mean the cleaning of rugs and carpets using foam cleaner applied with a rotary shampooer, followed by a steam extraction shampooer, and then followed by a wet vacuum to remove free moisture from carpet material.

24.	Polish - “Polish” shall mean that the surface shall be rubbed or polished by hand or machine to produce a luster.

25.	Coat - “Coat” shall mean the application of a protective coating following the manufacturer’s recommendation.

26.	Wet Mop - “Wet Mop” shall mean that the surfaces shall be mopped with detergent water and rinsed as required. Detergent water shall be replaced as frequently as required to prevent soil in the water from depositing upon the mopped surfaces.

27.	Dry Mop - “Dry mop” shall mean the use of a treated mop to clean the floor surfaces of debris, dust and dirt, which can normally be removed by this method.

28.	Wash - “Wash” shall mean cleaning by hand with a cloth and detergent water, rinsing with clear water.

29.	Rinse - “Rinse” shall mean the removal of soap or other cleaning materials with clear water.

30.	Scrub - “Scrub” shall mean the removal of soap or other cleaning materials with clear water.

31.	Strip - “Strip” shall mean the complete removal of previously applied protective coating from the surface.

32.	Re-coat - “Re-coat” shall mean the application of a new protective coating after the old coating has been stripped and the surfaces cleaned following the manufacturer’s recommendations for the application of the material.

33.	Gross Square Footage - “Gross square footage” shall mean the area measured from the inside of the exterior wall to the inside of the exterior wall.

34.	Cleanable Square Footage - “Cleanable square footage” shall mean the gross square footage less rooms not cleaned; i.e., electrical fan rooms, telephone closets and storage rooms. Also referred to as net rentable square footage .

35.	Occupied Square Footage - Rentable square footage that is occupied.

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B. INSPECTION OF THE BUILDING

1.	Contractor shall familiarize itself with the Buildings, including areas in which materials and equipment will be stored.

C. CONTRACTOR’S EMPLOYEES

1.	Contractor shall recruit, train and supervise the proper number of his own employees to complete the Work.

2.	The Owner has the right to require Contractor to remove from its work force assigned to the Building any employees deemed incompetent, careless, or otherwise objectionable, or any personnel whose actions are deemed to be contrary to public interests of the Building.

3.	Ail Contractors’ employees assigned to the Building are to be physically able to do their assigned tasks and are to be free of communicable disease.

4.	Damage and/or pilferage to the Building and/or its contents by the employees of Contractor shall be Contractor’s responsibility and any losses shall be at Contractor’s expense.

5.	Contractor’s employees are to be considered the employees of Contractor, not the Owner, and, therefore, Contractor shall comply with all federal and state tax requirements and government regulations.

6.	Contractor, if applicable, shall make proper payments to union pension and welfare funds as prescribed in union contracts.

7.	All Contractors’ cleaning personnel will wear uniforms, to be approved by Owner, clearly marked with the company name and employee’s name.

8.	Contractor will produce evidence that all Contractors’ employees are legal citizens of the United States of America or legal aliens.

D. WORKMANSHIP

1.	Contractor shall maintain a high standard of workmanship acceptable to Owner.

2.	Contractor, at its expense, shall correct unsatisfactory Work.

3.	Cleaning solutions will be of acceptable quality and in standard use in the cleaning industry. No abrasive cleaner or pads will be used on chrome, stainless steel, aluminum or porcelain surfaces or any surfaces where their use would tend to wear down or scratch the surfaces.

E. SAFETY AND SECURITY

1.	Contractor, at its expense, shall take every precaution for the safety of its employees and the Property in the progress of work.

2.	Each employee of Contractor shall wear an identification badge while in the Building.

3.	The supervisor will be responsible for completing the Cleaning Report Book and turning it in daily to Owner.

4.	Janitorial personnel will enter problems into the Night Report each night, such as lights that are burned out, etc. The supervisor will summarize the information on the Cleaning Report Book, which will be kept in the Owner’s Building Office.

5.	Minimum lights will be used in the process of cleaning and all lights will be turned off as cleaning is completed. Contractor is obligated to exercise its best efforts to minimize energy consumption.

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6.	All keys for janitorial personnel, including the supervisor, will be kept in a locked key box at the Janitor’s office or at another place designated by the Owner. The supervisor will check keys out from this box and will return all keys to the box at the end of the night.

7.	Contractor’s personnel shall leave the Premises with all doors locked.

F. CONTRACTOR’S OFFICES (if applicable).

1.	Contractor shall be assigned a space on the lower level. The area shall be used for the storage of materials and equipment, locker facilities for employees, and as an office.

2.	Contractor shall be responsible for maintaining the area in a clean and orderly fashion.

G. MATERIALS AND EQUIPMENT

The purchase and storage of washroom supplies (paper towels, toilet tissue, sanitary napkins, plastic garbage can liners, soaps). However, Supervisor is responsible for submitting supply order to the Management Office. Chemical/Cleaning supplies shall be the responsibility of Contractor and Contractor’s expense.

Cleaning materials shall be first quality and used in quantities to produce a satisfactory cleaning result. Cleaning materials shall be subject to approval by the Owner prior to their purchase by Contractor. Owner shall have the option to require Contractor to furnish a certified chemical analysis of any such cleaning materials. In no event, however, shall materials be of a type, or used in quantities, or by methods, that will damage the Property or equipment or that will cause any increase of premiums for the insurance of the Building or Premises, or any part, above the least hazardous rate.

3.	Contractor shall purchase, repair and maintain all equipment required to complete the Work.

4.	All equipment shall be maintained in a safe and satisfactory operating condition and shall be replaced by Contractor as required.

H. WASTE REMOVAL

1.	All waste paper shall be removed from the Building and placed in the trash compactor located at the Building’s dock area. Janitors are required to fully compact trash after each shift.

2.	The building recycles white paper, the tenants are responsible for emptying their recycle boxes in the recycle bins in the freight vestibules and the recycle company empties the bins weekly.

I. CONTRACTOR RESPONSIBILITIES

1.	Contractor shall be available for periodic meetings during non-business hours once a month with Owner to inspect the Building(s) and discuss the quality of Work performed.

In conjunction with the Owner’s role as property manager, Contractor offers to perform a public relations function as this relates to the Work as approved by Owner. However, performance of this “public relations function” shall not preclude communication of cleaning complaints from tenants to Owner. Tenants may communicate all matters pertaining to the Work directly to Owner.

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3.	Contractor shall provide a logbook for the Owner’s Building Management Office. Contractor shall utilize said logbook to register all requests and complaints from the Owner’s Building Management Office and to provide a written response regarding the disposition of the requests and complaints.

4.	Requests for extra services to be performed by Contractor will be authorized and written in the logbook or a work order submitted to Contractors’ supervisor.

5.	Contractor is not responsible for the stocking and maintenance of all sanitary napkin dispensers. The proceeds shall be collected by Day Porter and Engineer during daytime hours and delivered to Owner’s Building Management Office.

6.	Contractor is responsible for the direct supervision of its personnel through its assigned supervisor. All Contractors’ employees shall be physically qualified to perform assignments, neat and clean in appearance, and subject to a security check by Owner.

7.	Contractor agrees that absenteeism of its employees shall not be an excuse for Work not being performed. In the event an employee of Contractor is sick or absent, Contractor shall supply an adequate replacement.

8.	Contractor’s personnel shall abide by all safety and security regulations for the Building as set forth by Owner including individual tenant’s safety and security procedures.

9.	Contractor’s personnel shall turn off all lights as they proceed from one cleaning area to the next and also ensure doors to tenant suites are locked, both while cleaning the suite and upon completion.

10.	Contractor’s personnel shall not disturb papers on desks, file cabinets or tables, and shall not open drawers or file cabinets, use any radios, televisions, typewriters, photocopy machines, or any other office equipment. Contractor shall not dust or touch any computer or word processing equipment.

11.	Contractor guarantees that prompt action within twelve (12) hours will be taken to resolve any complaints, which the Owner may have regarding Contractor’s performance to the specifications.

12.	Contractor shall send a representative to the Owner’s Building Management Office during normal business hours (8:00 a.m. to 5:00 p.m.) to handle any problems that may arise from performance of the previous evening’s Work.

13.	Contractor shall cooperate with Owner’s security guards in ensuring the Building is secure. Owner’s security guards will be allowed to check all trash removal from the building to prevent pilfering and theft.

14.	Contractor shall possess all licenses and permits required to perform the Work on this contract.

15.	The use of chemicals shall conform to the current state Agricultural Regulations.

16.

Contractor shall provide at all times through the duration of this contract, emergency telephone numbers that can be called for emergency conditions at any time Contractor’s representatives are not immediately available at the job site. The emergency number shall be used to contact a responsible representative of Contractor who can take the necessary action required to alleviate an emergency condition that threatens to cause damage to property.

17.	The following general procedures will be followed by all janitorial personnel:

a. Report all damage, breakage and/or apparent plumbing or electrical problems to Owner immediately.

b. Become familiar with the building emergency telephone list.

c. Report any evidence of security breaches to the Owner immediately.

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d. Maintain all janitorial closets, slop sinks and storerooms in a safe and clean condition at all times. All janitors’ storage rooms provided by the Building for use by Contractor personnel will be kept in a new, clean and orderly condition. Before leaving the premises each night, all of the service areas will be dust mopped, spot cleaned and dusted where necessary. Concrete floors will be initially sealed, dust mopped nightly and wet mopped monthly. All doors and walls will be spot cleaned nightly.

e. Lock all entrance doors during the entire cleaning operations. Only the cleaner assigned to clean each tenant suite and the supervisor staff are to be admitted to the respective tenant areas.

f. Secure all lighting as soon as possible each night.

SUPERVISOR RESPONSIBILITIES

Upon reporting for work Monday through Friday, it will be the Contractor’s supervisor’s responsibility to report immediately (4:30 P.M.) to the Owner’s Building Management Office to obtain information regarding tenant complaints and/or special work assignments for the evening’s work. The information so received will be given to the supervisor in written form and is to be reviewed. The Owner’s Building Management Office is to be informed when the complaint or special assignment will be corrected. In the event any complaint or special assignment cannot be taken care of the same night, a logical explanation will be given as to the reason(s).

Should the Owner’s Building Management Office desire, the Contractor’s supervisor shall make himself available during non-business hours for a joint floor, area, Building inspection or tenant conference. The supervisor will maintain a notebook and make notes of all items brought to his attention either through complaints or inspections.

2.	Check to ensure that all supplies and equipment necessary for the performance of the night’s Work is on hand.

3.	Review project status and periodic maintenance status schedule for nightly assignments.

4.	Have employee sign-in sheet ready.

5.	Outline, in writing, periodic and special project assignments for each floor.

6.	As Contractor’s work crew checks in, make sure each crew member understands his nightly assignment, placing special emphasis on periodic maintenance, tenant complaints and special project assignments.

7.	During the course of the evening, personally manage and inspect progress of periodic maintenance.

8.	Upon completion of employee’s assignments, make sure each employee signs out at the proper time and turns in keys. At this time, each employee is to report any special problems encountered in his/her respective areas.

9.	Complete inspection tour; make Night Report and turn in to Owner’s Building Management Office.

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CLEANING SPECIFICATIONS

I. COMMON SPACE

A. DAILY

1. The first floor lobby floors will be swept and mopped.

2. Clean weather mats with a vacuum and damp wipe vinyl edges to remove all dust.

3. Vacuum all carpeted areas and area rugs. Remove stains with carpet stain remover as per manufacturer’s specifications and remove any gum, staples, paper clips, tar, etc., which has adhered to the surface.

4. Clean all baseboard ledges, moldings, directory, depositories and window frames.

5. Clean all cigarette urns and trash receptacles. Replace sand as required and/or wash metal ums to remove stains and dust.

6. Clean all water fountains with germicidal cleanser and polish.

7. Spot clean all doors, doorframes, walls and light switches to remove fingerprints, spills and other markings.

8. Wash glass on entrance doors and sidelights to tenant suites and building directories.

9. Sweep and dry mop all hard surface flooring. Remove matter such as gum and tar, which has adhered to the floor.

10. Clean and polish lobby directory.

11. Clean and polish all lobby chrome or anodized metal finishes.

12. Clean and polish all entry thresholds.

13. Wash all entry-level glass up to ten feet (10’).

14. Dust all mullions and sills.

15. Dust all planters.

16. Clean and polish all elevator entrance floor thresholds.

17. Empty all waste receptacles and replace plastic liners where required. Plastic liners to fit waste receptacles in such a manner as to not overhang the top more than two inches (2”). Plastic liners to be replaced no less than one time per week.

18. Clean all baseboards with detergent and water.

19. Wash vinyl wall covering in corridors and elevator lobbies.

20. Sweep and wet mop loading dock corridor.

21. Dust all building signage within reach.

22. Clean back south entry up to ten feet (10’).

23. Dust stair railings - all vertical and horizontal surfaces.

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COMMON CORRIDORS - DAILY

1. Care shall be taken in putting trash into freight elevator so that liquids do not leak from disposal bags.

2. Clean and disinfect drinking fountains and polish finish.

3. Clean, disinfect and polish sinks, counters and cabinet doors at courtesy sinks.

4. Empty trash basket at courtesy sink. Replace liner if soiled.

5. Clean and sanitize courtesy sink, ensuring garbage disposal is empty.

6. Shine facet and trim. Spot clean the surrounding wall covering.

B. WEEKLY

1. Dust with treated cloth all doors and ventilating louvers.

2. Wet mop and buff all hard surface flooring.

3. Sweep and mop all stairwells and dust all hand railings.

4. Buff lobby pavers to maintain adequate shine, if applicable.

5. Sweep, scrub and wet mop all entries at building entrances, as needed, weather permitting.

6. Sanitize pay phone, if applicable.

7. Vacuum upholstered furniture, if applicable.

8. Edge vacuum all carpeted areas.

9. Remove marks from corridor walls.

10. Dust all light fixtures.

C. MONTHLY

1. Damp wipe all tenant doors and signage.

2. Vacuum all ceilings air supply and exhaust diffusers and grills.

3. Wash vinyl and metal kick plates on doors.

4. Wash down all planters in lobby.

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D. QUARTERLY

1. High dust all horizontal and vertical surfaces and walls not reached in night cleaning, such as pipes, light fixtures, door frames.

2. Dust all building parabolic light lenses with a properly fitted dust wand taking care to dust each cube.

3. Damp wash diffusers, vent grills and other surfaces including surrounding wall and ceiling areas that are soiled.

E. SEMI-ANNUAL

1. Clean, refinish and machine buff ail resilient tile floors to remove finish build-up. (Make sure that all cleaning material splattered on walls, baseboards, doors and office equipment is thoroughly removed.)

II.

RESTROOMS

A. DAILY

1. Clean with a detergent/disinfectant all sinks, counters, toilets and urinals, beginning with seat (both sides) and working down. Use acid bowl cleaner in the interior of toilets, making sure to clean the inner lip or closet and urinals. Pour one ounce of bowl cleaner into urinal after cleaning and do not flush.

2. Damp wipe all ledges, toilet stalls, partitions and doors.

3. Spot clean light switches, doors, and walls to remove fingerprints, spills and other markings. All graffiti will be removed from all walls, partitions and exposed surfaces.

4. Sweep and wet mop with a germicide all floor areas. Rinse with clear water and dry buff to eliminate mop streaks.

5. Clean and polish all mirrors, soap dispensers, shelves, piping, toilet hinges and disposal container exteriors using a detergent/ disinfectant and water.

6. Furnish and refill all toilet tissue, paper towel and sanitary napkin dispensers. Refill soap dispensers and check operation.

7. Empty and clean paper towel and sanitary napkin disposal receptacles. Replace plastic liners.

8. Clean all baseboards with a germicidal detergent.

9. Clean back walls below toilets.

10. Clean both sides of entry door to restroom.

11. Refill microburst deodorizer if needed.

B. MONTHLY

1. Wash diffusers (supply, return and toilet exhaust), grills, toilet stalls, doors and tile walls with disinfectant/detergent.

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2. Remove scale from all fixtures using an acid descaler.

3. Scrub floor areas with germicidal solution.

C. QUARTERLY

1. Acid wash and power scrub all restroom floors.

III.	TENANT SPACE

A. DAILY

1. Empty all wastebaskets. Remove trash from wastebaskets and replace plastic lining. Plastic liners to fit waste receptacles in such a manner as to not overhang the top by more than two inches (2”). Replace old plastic liners no less than one time per week.

2. Dust mop all hardwood floor areas.

3. Sweep, dry mop or vacuum all floor areas with hard surface flooring or carpet, remove matter such as gum, staples, paper clips, tar, etc., which has adhered to the floor.

4. Dust all horizontal surfaces with treated dust cloth or dust wand including furniture, files, equipment, blinds, shelves and louvers.

5. Damp wipe all telephones, including dials and crevices using disinfectant/cleaner.

6. Brush all fabric-covered chairs with a lint brush and ail smooth covered chairs with a damp cloth.

7. Wash all water fountains, chalkboards, cafeteria tables, coffee bars and chairs.

8. Dust all baseboards.

9. Remove smudges and finger marks.

10. Spot clean doors, doorframes, walls and switch plates to remove fingerprints, spills and other markings.

11. Spot clean all interior partitions, walls, glass, windows and glass entrance doors.

12. Spot clean all metal trim work, removing fingerprints, smudges, water and other marks.

13. Spot clean all carpet stains.

14. Secure suite doors upon entering each suite to clean.

15. Vacuum all carpeted areas fully.

16. Remove trash to designated area in common corridor Care shall be taken so liquids do not leak from disposal bags. The freight elevator shall be the designated elevator. Care must be taken to protect all elevator floors from any spills out of trash bags.

17. Dust tops of furniture without disturbing personal property of tenants.

18. Dust reception areas and straighten magazines on reception tables.

19. Prior to leaving suite, turn off lights and ensure suite doors are secured. If people are working late, please note on janitorial log for management office.

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B. WEEKLY

1. Damp wipe all wastebaskets.

2. Wet mop and buff all hard surface flooring. Wipe all baseboards and furniture legs clean after mopping.

3. Dust all vertical and horizontal surfaces of office furniture including chair legs, rungs and all furniture bases.

4. Dust all lamps and hanging pictures.

5. All furniture dusted completely - tops of desks, tables, credenzas, etc., should be free of all work papers, folders, etc.

6. Office areas should be policed to assure quality of cleaning service.

7. Dust window ledges.

8. Spot clean both sides of partition glass and sidelights.

9. Detail edge vacuum entire suite.

D. MONTHLY

1. Scrub, strip and wax all hard surface flooring using a buffable non-slip type floor finish. Wipe all baseboards and furniture legs clean after refinishing floor.

2. Vacuum all ceiling air supply and exhaust diffusers or grills.

3. Wash all interior glass, both sides.

4. Wash all vinyl and metal kick plates on doors.

5. General high dust - tops of picture frames, signage and high ledges.

6. Vacuum upholstered furniture.

D. QUARTERLY

1. High dust all horizontal and vertical surfaces not reached in the nightly cleaning, such as pipes, light fixtures, doorjambs and other wall hangings.

2. Vacuum or dust all books in place.

3. Damp wash diffusers, vents, grills and other such items, including surrounding wall or ceiling areas that are soiled.

4. Dust all general office area parabolic light lenses with a properly fitted dust wand taking care to dust each cube.

5. Dust all shades within tenant’s suite.

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E. ANNUALLY

1. Vacuum draperies, cornices and wall hangings.

2. Dust all storage areas, including shelves and contents, such as supply and stock closets and damp mop floor areas.

3. Wash light fixtures, including reflectors, gloves, diffusers and trim. Method to conform to manufacturer’s specifications.

4. Wash walls in corridors and restrooms.

5. Clean all vertical surfaces not attended by nightly, weekly, quarterly or semiannual schedules.

IV.

ELEVATORS

A. DAILY

1. Dust and mop or vacuum carpeted elevator cabs.

2. Clean and polish all metal trim work and elevators doors to remove fingerprints, smudges, water and other marks. Care will be taken to prevent scratching or damaging of metal finishes.

3. Elevator cab thresholds and elevator thresholds on each floor landing will be thoroughly scrubbed and polished with an appropriate metal polish.

4. Elevator hall call button plates will be polished and wall surfaces around hall call plates cleaned.

B. WEEKLY

1. Damp wipe elevator cab walls.

STAIRWELL

WEEKLY

1. Sweep and mop all building stairway areas.

2. Remove all fingerprints and smudges from walls.

MONTHLY

1. Dust lower wall areas and risers.

2. Damp wipe all handrails.

C.	SEMI-ANNUAL

1. Dust and clean all wall vents.

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VI.	BREAK/VENDING ROOM (if applicable)

DAILY

1. Empty waste containers and clean outside of container. Replace soiled basket liners daily.

2. Remove trash to disposal area being careful that liquids do not leak from disposal bags.

3. Damp wipe and disinfect tabletops and chairs.

4. Vacuum carpet, edge as required.

5. Spot clean vending machines.

WEEKLY

1. Edge vacuum all areas.

2. Disinfect fronts of all vending machines and ice machines.

MONTHLY

1. High dust all walls and air vents.

2. Low dust including all chair legs and table legs.

VI.	LOCKER ROOM

DAILY

1. Sweep, dust and damp mop all hard surface floors.

2. Apply germicidal/disinfectant solution to all shower floors, tiled walls, and hard surface floors in locker rooms.

3. Thoroughly clean all vinyl gym benches using mild disinfectant.

4. Wipe down shower walls with disinfectant solutions.

5. Clean sinks, countertops and toilets with disinfectant solution.

6. Clean all mirrored surfaces.

7. Empty, clean and disinfect waste receptacles, polish finish.

8. Replenish paper towel and soap dispensers, polish finish.

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WEEKLY

1. Scrub with deck brush and fungicide cleansing solution all walls and doors in showers and adjacent floor areas.

C.	SEMI-ANNUAL

1. Strip, clean and wax tile floor surfaces.

VII.	VACANT SUITES

MONTHLY

1. Vacuum carpeted area and edges.

2. Wash all interior glass on both sides.

3. Dust window ledges.

4. Wet mop and buff all hard surface flooring.

B.	BI-MONTHLY

1. Common areas should be cleaned every other week.

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EXHIBIT G

SUBTENANT IMPROVEMENTS

Exhibit G – Page 1

LOGO

Clifton Gunderson Sublease – Century Communities

Pricing Specifications

Location: 8390 E. Crescent Parkway, Floor 6,

Greenwood Village, CO 80111

3.1.11

Contact names for questions regarding these notes:

Architectural: Kindell Williams 303-575-8576

General Notes

Re: scope of work boundary shown on plan.

All work to be done during business hours except for any shooting of studs or excessively noisy work.

Relocate fire sprinklers as required by code.

All new walls are painted to match existing. Provide allowance for paint touch up.

Patch and match existing finishes.

Architectural Notes (key reference to plan)

Demo wall up to storage room. Touch up ceiling as required. Patch carpet to match existing.

Build new full height wall. Base to match existing.

Existing wood w/ glass inset door to remain. Relocate wood door w/ glass Inset from area #4. Provide new hollow metal double door frame and paint to match existing. Demo and re-build wall as required to create double door opening. Extend ceiling header. Patch carpet to match existing.

Relocated solid wood door from office demolition.

Relocated solid wood door. Demo wall to change 2 offices into 1 conference room. Patch ceiling, flooring and base as required. Demo existing ceiling soffit above 2 existing doors and infill with standard ceiling tile and grid to match existing (occurs on open office side of 2 offices being reconfigured). Provide new full height 3/8” clear tempered glazing as shown w/ silicone seal between glazing sections (assume 4 equal sections). Provide allowance for min, one 2” high horizontal 3M film stripe to help prevent people from walking through glazing. Assume aluminum u-channel at head arid sill for glazing framing. Provide new false column to match existing at door jamb. Rework light switching and relocate light switch. Tenant to provide AV installation separate – not in GC scope.

Remove existing signage and prep/paint wall to match existing. Tenant to install signage – not in GC scope.

Relocate one light.

Add one 2x2 fluorescent light to match existing.

10.

Add two 2x2 fluorescent lights to match existing.

11.

Change lock to dummy cylinder so door does not lock.

12.

Add lock to secure room from Clifton Gunderson suite.

13.

ADD NEW VAV BOX IN CONFERENCE ROOM.

14.

CARPET CLEAN THROUGHOUT.

END OF PRICING NOTES

DENVER

1050 17TH STREET

SUITE A-200

DENVER CO 80265

T 303 295 1717

F 303 292 0845

LOS ANGELES

PHOENIX

LOGO

Clifton Gunderson Sublease – Century Communities

Pricing Specifications

Location: 8390 E. Crescent Parkway, Floor 6,

Greenwood Village, CO 80111

3.1.11

Contact names for questions regarding these notes:

Architectural: Kindell Williams 303-575-8576

General Notes

Re: scope of work boundary shown on plan.

All work to be done during business hours except for any shooting of studs or excessively noisy work.

Relocate fire sprinklers as required by code.

All new walls are painted to match existing. Provide allowance for paint touch up.

Patch and match existing finishes.

Architectural Notes (key reference to plan)

Demo wall up to storage room. Touch up ceiling as required. Patch carpet to match existing.

Build new full height wall. Base to match existing.

Existing wood w/ glass inset door to remain. Relocate wood door w/ glass inset from area #4. Provide new hollow metal double door frame and paint to match existing. Demo and re-build wall as required to create double door opening. Extend ceiling header. Patch carpet to match existing.

Relocated solid wood door from office demolition.

Relocated solid wood door. Demo wall to change 2 offices into 1 conference room. Patch ceiling, flooring and base as required. Demo existing ceiling soffit above 2 existing doors and infill with standard ceiling tile and grid to match existing (occurs on open office side of 2 offices being reconfigured). Provide new full height 3/8” clear tempered glazing as shown w/ silicone seal between glazing sections (assume 4 equal sections). Provide allowance for min. one 2” high horizontal 3M film stripe to help prevent people from walking through glazing. Assume aluminum u-channel at head and sill for glazing framing. Provide new false column to match existing at door jamb. Rework light switching and relocate light switch. Tenant to provide AV installation separate – not in GC scope.

Remove existing signage and prep/paint wall to match existing. Tenant to install signage – not in GC scope.

Relocate one light.

Add one 2x2 fluorescent light to match existing.

10.

Add two 2x2 fluorescent lights to match existing.

11.

Change lock to dummy cylinder so door does not lock.

12.

Add lock to secure room from Clifton Gunderson suite.

13.

ADD A VAV IN CONFERENCE ROOM

14.

SHAMPOO CARPETS

END OF PRICING NOTES

DENVER

1050 17TH STREET

SUITE A-200

DENVER CO 80265

T 303 295 1717

F 303 292 0845

LOS ANGELES

PHOENIX

LOGO

EXHIBIT H

FURNITURE INVENTORY

Exhibit H – Page 1

Clifton Gunderson: Furniture Inventory

O 1 - None

O 2 - 1 Office Chair, 1 U-Shaped Desk with Over-head Hutch, 1 Bookshelf, 2 Guest Chairs, 1 Lateral (negotiable).

O 3 - 1 Guest Chairs, 1 Bookshelf.

O 4 - 1 Office Chair, 1 U-Shaped Desk (no hutch), 2 Guest Chairs, 1 Bookshelf.

O 5 - 1 Office Chair, 1 U-Shaped Desk with Over-head Hutch, 2 Guest Chairs, 2 Bookshelves, 1 Lateral, 2 File Cabinets.

O 6 - 1 U-Shaped Desk with Over-head Hutch, 2 Guest Chairs.

O 7 - 1 Office Chair, 1 U-Shaped Desk with Over-head Hutch, 1 Phone, 1 Bookshelf, 2 Guest Chairs

O 8 - 1 Office Chair, 1 U-Shaped Desk with Over-head Hutch, 1 Phone, 1 Bookshelf, 2 Guest Chairs

O 9 - 1 Office Chair, 1 U-Shaped Desk with Over-head Hutch, 1 Bookshelf, 2 Guest Chairs

O 10 - 1 Office Chair, 1 U-Shaped Desk, 1 Phone, 1 Bookshelf, 2 Guest Chairs, 1 Lateral (negotiable).

O 11 - 1 Office Chair, 1 U-Shaped Desk with Over-head Hutch, 1 Bookshelf.

O 12 - 1 Office Chair, 1 U-Shaped Desk with Over-head Hutch, 1 Bookshelf, 2 Guest Chairs

O 13 - 1 L-Shaped Desk with Overhead Hutch, 1 Credenza, 1 Bookshelf, 2 Guest Chairs, 1 Office Chair.

O 14 - 1 Office Chair, 1 U-Shaped Desk with Over-head Hutch, 1 Bookshelf, 2 Guest Chairs.

O 15 - 2 Office Chair, 1 U-Shaped Desk with Over-head Hutch, 1 Bookshelf, 2 Guest Chairs.

O 16 - 1 Office Chair, 1 U-Shaped Desk with Over-head Hutch, 1 Phone, 1 Bookshelf, 2 Guest Chairs.

O 17 - 1 Office Chair, 1 U-Shaped Desk, 1 Phone, 1 Bookshelf, 2 Guest Chairs

O 18 - 1 Office Chair, 1 U-Shaped Desk with Over-head Hutch, 1 Phone, 2 Guest Chairs

O 19 - 1 Office Chair, 1 U-Shaped Desk with Over-head Hutch, 1 Phone, 1 Bookshelf, 2 Guest Chairs, 1 Lateral.

O 20 - 1 U-Shaped Desk with Over-head Hutch, 1 File Cabinet.

O 21 - 1 Office Chair, 1 U-Shaped Desk, 1 Bookshelf, 2 Guest Chairs

Workstation Cubicles (All the same) (31 Total)-1 Office Chair, 1 U-shaped Desk, 1 Over-head Bin, 1 Over-head Shelf, 1 Lamp, 1 Phone, 1 Keyboard Tray, 1 (3-drawer) Ped, 1 Large Side-Filing Cabinet, 1 (2-Drawer) Ped, 1 Wardrobe.

C 1 - 10 Conference Chairs, 1 Conference Table, 1 Side Table, 1 phone.

Processing Room - 1 (6’x3’) Counters with 1 Over-head Bin, 1 (4’x3’) Counter with 1 Over-head Bin, 1 Supply Cabinet

Kitchen - 1 Work counter, 1 corner end table

IT Room - 2 Work counters

Key: O : Office; C : Conference Room

CONSENT TO SUBLEASE

THIS CONSENT TO SUBLEASE dated as of May 3, 2011 (this “ Consent ”), is entered into by and among SJ CRESCENT PARKWAY, LLC, a Delaware limited liability company (“ Landlord ”), CLIFTON GUNDERSON LLP, a Delaware limited liability partnership (“ Tenant ”), and CENTURY COMMUNITIES COLORADO, LLC, a Colorado limited liability company (“ Subtenant ”; Subtenant, Landlord and Tenant are each, individually, referred to herein as a “ Party ” and, collectively, as the “ Parties ”), with reference to the following:

R E C I T A L S

A. WHEREAS , The Board of Administration as Trustee for the Police and Fire Department Retirement Fund and Lessor’s predecessor-in-interest under the Lease, as hereinafter defined (“ Original Landlord ”), and Tenant entered into that certain Standard Office Lease dated July 13, 2007 (the “ Lease ”), a copy of which is attached hereto as Exhibit A , for the lease of certain premises (the “ Premises ”) and consisting of approximately 49,318 rentable square feet located on the second (2 ^nd ), fifth (5 ^th ) and sixth (6 ^th ) floors of that certain building with an address of 8390 East Crescent Parkway, Greenwood Village, Colorado, and commonly known and identified as Crescent VII, as more particularly described in the Lease. Landlord is the successor in interest to Original Landlord under the Lease.

B. WHEREAS , Tenant desires to sublease to Subtenant a portion of the Premises known as Suite 650 and consisting of approximately 11,132 rentable square feet on the sixth (6 ^th ) floor of the Building (for such purposes, the “ Subleased Premises ”), as more particularly described in and pursuant to the terms and conditions of that certain Sublease dated as of April, 2011 (the “ Sublease ”), between Tenant and Subtenant, a true, correct, complete and fully-executed copy of which Sublease Tenant and Subtenant represent and warrant is attached hereto as Exhibit B .

C. WHEREAS , Tenant desires to obtain Landlord’s consent to the Sublease.

NOW, THEREFORE , in consideration of the foregoing Recitals (which are incorporated herein by this reference), for the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord hereby consents to the Sublease, such consent being subject to and conditioned upon the following terms and conditions to which the Parties hereby agree:

A G R E E M E N T

1. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Lease. In the event of any conflict between the terms of the Sublease and the terms of this Consent, the terms of this Consent shall control.

2. Notwithstanding anything to the contrary contained in this Consent, this Consent shall not be effective and the Sublease shall not be valid nor shall Subtenant take possession of the Subleased Premises unless and until (a) an original of this Consent executed by Tenant and Subtenant is delivered to Landlord for Landlord’s execution (and executed by Landlord), (b) a fully-executed original of the Sublease is delivered to Landlord, (c) a fully-executed original Estoppel Certificate in the form attached hereto as Exhibit C is delivered to Landlord, and (d) Landlord has been paid in full for all amounts due under Section 12.7 of the Lease.

3. The Sublease is and shall be at all times subject and subordinate to (a) all of the covenants, agreements, terms, provisions and conditions contained in the Lease, (b) any prior ground lease and any prior mortgage or deed of trust, and (c) all matters of record now or hereafter affecting the Premises and all applicable laws, ordinances, rules, statutes, constitutions, regulations, court orders, treaties, codes and common law decisions now or hereafter in force and effect (collectively, “ Applicable Laws ”).

4. Subtenant does hereby expressly assume and agree to be bound by and to perform and comply with, for the benefit of Landlord, each and every obligation of Tenant under the Lease applicable to the Subleased Premises. Notwithstanding the Sublease or Landlord’s consent thereto pursuant to this Consent, Tenant shall be and remain fully and primarily liable for the payment of rent and all other amounts required to be paid by Tenant in connection with the Lease and for the performance of all other obligations of Tenant in connection with the Lease. Tenant hereby ratifies and confirms its obligations under the Lease.

5. The acceptance of rent and other amounts by Landlord from Subtenant or anyone else liable under the Lease shall not be deemed a waiver by Landlord of any of the terms of the Lease.

6. The execution of this Consent by Landlord shall in no way constitute any representation or warranty whatsoever by Landlord, express or implied, relating to the Lease, the Premises, the Sublease, the Subleased Premises or any other matter relating to Tenant’s or Subtenant’s tenancy, including, without limitation, the physical condition or square footage of the Premises or the Subleased Premises, and Tenant and Subtenant acknowledge and agree that they are not relying on any such representation or warranty in entering into the Sublease or this Consent or in consummating the transactions contemplated by the Sublease and each of them hereby waives any Claim (as hereinafter defined) against Landlord with respect to any such matters. Without limiting the generality of the foregoing, Tenant and Subtenant specifically acknowledge and agree that Landlord is not a party to the Sublease and, notwithstanding anything to the contrary contained in the Sublease, Landlord is not bound by any of the terms contained in the Sublease, including, without limitation, any of the covenants, representations, warranties, duties and obligations contained therein; provided, that, notwithstanding anything to the contrary contained in this Consent, to the extent the Sublease (a) grants fewer rights to Tenant or Subtenant, (b) imposes greater obligations on Tenant or Subtenant, (c) affords greater rights to Landlord, or (d) imposes fewer obligations on Landlord than would, in any of the foregoing cases, otherwise apply to Tenant, Subtenant or Landlord, as applicable, under the Lease, Landlord may, in its sole and absolute discretion, elect to apply and obtain the benefit of such terms of the Sublease instead of the terms of the Lease.

7. This Consent shall not constitute a consent to any subsequent sublease, assignment, other transfer or modification of the Sublease, and shall not relieve Tenant, Subtenant or any party claiming under or through Tenant or Subtenant of the obligation to, in connection with any subsequent sublease (including, without limitation, any future assignment or sublease of the Sublease), assignment, other transfer or modification of the Sublease, obtain the consent of Landlord in accordance with the terms of the Lease, including, without limitation, Section 12 of the Lease.

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8. Landlord may consent to subsequent subleases, assignments and other transfers of the Lease and the Sublease and to any amendments and other modifications thereto without notifying Tenant, Subtenant or anyone else liable under the Lease or the Sublease and without obtaining any of their consent, and any such action shall not relieve any such parties from liability.

9. Any act or omission of Subtenant or anyone else claiming under or through Subtenant that violates any of the terms of the Lease (as may be subsequently amended or otherwise modified) shall be deemed a violation of the Lease by Tenant.

10. In the event of any default of Tenant under the Lease, Landlord may elect to proceed directly against Tenant, any guarantors or anyone else liable under the Lease or the Sublease without first exhausting Landlord’s remedies against any other person or entity liable thereon to Landlord.

11. The Subleased Premises shall (subject to all of the covenants and agreements of the Lease) be used solely for the purposes described in the Lease and for no other use or purpose.

12. In the event of any default of Tenant in the performance of its obligations under the Lease and termination of the Lease or re-entry or repossession of the Premises by Landlord (or in the event of any other termination of the Lease), then Landlord may, at its option and without being obligated to do so, require Subtenant to attorn to Landlord; provided, that the exercise of such option shall in no way waive any rights Landlord may have against Tenant or any other party with respect to such default or release Tenant or any such other party from its obligations under the Lease or otherwise. In the event Landlord exercises such option, Landlord and Subtenant shall be bound by the terms of the Sublease from the time of the exercise of such option to the date of termination of the Sublease, but Landlord shall not (a) be bound by any prepayment of more than one (1) month’s rent or liable for any security deposit paid by Subtenant unless actually delivered to Landlord, (b) be liable for any previous act or omission of Tenant under the Lease or the Sublease or for any other defaults of Tenant under the Lease or the Sublease, (c) be subject to any defenses or offsets accrued previous to the date Landlord exercises such option that Subtenant may have against Tenant, (d) be bound by any changes or modifications made to the Sublease without the written consent of Landlord, (e) be bound by any obligation to pay brokerage commissions or improvement allowances or otherwise improve or fixturize the Subleased Premises, (f) be personally liable for any obligations or liability under the Sublease, the provisions of Section 8.8 of the Lease being incorporated into the Sublease with all references therein to Tenant referring to Subtenant, or (g) be bound by the provisions of Sections 38 and 39 of the Sublease. In the event Landlord does not exercise such option, then upon the termination of the Lease and the delivery of written notice to Subtenant, the Sublease shall terminate and be of no further force or effect, except with respect to obligations relating to Subtenant’s occupancy of the Subleased Premises that survive the termination of the Lease or the Sublease, including, without limitation, payment and indemnity obligations under the Lease and the Sublease and obligations relating to removal of Subtenant’s property from, and restoration of, the Subleased Premises.

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13. Tenant hereby assigns and transfers to Landlord all of Tenant’s right, title and interest in the rentals and income arising from the Sublease, subject however to the following terms of this Section 13:

(a) Landlord, by executing this Consent, agrees that until a default shall occur in the performance of Tenant’s obligations under the Lease, Tenant may receive, collect and enjoy the rents and other amounts accruing under the Sublease; provided, that to the extent that, under the Lease, including, without limitation, Section 12.3 of the Lease, Landlord is entitled to any portion of such rents and other amounts that constitutes profit or excess rent due under the Lease, such portion shall be promptly paid over to Landlord upon receipt by Tenant. However, if Tenant shall default in the performance of any of its obligations under the Lease, then Landlord may, at its option, subject to the terms of Section 12 above, receive and collect, directly from Subtenant, all rents and other amounts then owing and thereafter becoming due and payable under the Sublease as such rents and other amounts shall become due and payable under the Sublease, and, at Landlord’s option, Tenant shall immediately transfer Subtenant’s security deposit under the Sublease, including any accrued interest thereon, to an account designated by Landlord, which security deposit Landlord shall then hold as an additional security deposit under, and pursuant to the terms of, the Lease; provided, that the exercise of such option shall in no way waive any rights Landlord may have against Tenant or any other party with respect to such default or release Tenant or any such other party from its obligations under the Lease or otherwise. All such rents and other amounts payable under the Sublease so collected by Landlord shall be applied against any rents and other amounts payable by Tenant to Landlord in connection with the Lease. Landlord shall not, by reason of this assignment of the Sublease nor by reason of the collection of rents or other amounts from Subtenant, be deemed liable to Subtenant for any failure of Tenant to perform and comply with Tenant’s obligations under the Lease or the Sublease. Nothing contained herein shall be deemed to create any right of Tenant to the refund of any rents or other amounts paid or payable to Landlord by Subtenant arising or accruing after the expiration or earlier termination for any reason of the Lease.

(b) Tenant hereby irrevocably authorizes and directs Subtenant, subject to the terms of Section 13(a) hereof, upon receipt of any written notice from Landlord stating that a default exists in the performance of Tenant’s obligations under the Lease, to pay to Landlord the rents and other amounts due and to become due and payable in connection with the Sublease as such rents and other amounts shall become due and payable in connection with the Sublease. Tenant agrees that Subtenant shall have the right to rely on any such statement and request from Landlord, and that Subtenant shall pay such rents and other amounts to Landlord without any obligation or right to inquire as to whether such default exists and notwithstanding any notice from or claim from Tenant to the contrary and Tenant shall have no right or claim hereunder against Subtenant for any such rents or other amounts so paid by Subtenant. Subject to Landlord’s rights under Section 12 above, such payments to Landlord shall satisfy and discharge Subtenant’s obligation for the payment of rents and other amounts in connection with the Sublease to the full extent of such payments made to Landlord.

14. Nothing contained herein shall be deemed or construed to modify, waive, impair or affect any of the covenants, agreements, terms, provisions and conditions contained in the Lease (including, without limitation, the terms of the Lease applicable to Alterations, if any are proposed to be made under the Sublease) or to waive any breach or default by Tenant in the due

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keeping, performance and observance thereof. Tenant and Subtenant acknowledge and agree that the following rights afforded to Tenant under the Lease are personal to Tenant and, notwithstanding anything to the contrary contained in the Sublease, are not exercisable by Subtenant and may not be assigned or otherwise transferred to, or by, Subtenant: (a) any right to extend or otherwise renew the term of the Lease; (b) any right of refusal or right of first offer granted with respect to additional space in the Building, including, without limitation, pursuant to Section 39 of the Lease, (c) any right of early termination under the Lease, including, without limitation, pursuant to Section 3.3 of the Lease, and (d) the signage rights afforded to Tenant under Section 34 of the Lease.

15. Tenant and Subtenant shall, concurrently with their execution of this Consent, cause to be delivered to Landlord the sum of $1,500.00, being the amount payable under Section 12.7 of the Lease in connection with the Sublease. Landlord may condition its execution of this Consent upon receipt of such payment.

16. Subtenant shall, concurrently with its execution hereof, deliver to Landlord evidence that Subtenant has obtained the insurance described in Section 8.1 of the Lease, including, without limitation, a certificate naming Landlord as an additional insured on the liability policy described in Section 8.1(a) of the Lease. In addition, Subtenant hereby agrees to be bound by and perform the indemnification obligations of Tenant pursuant to Section 8.7(a) of the Lease but only with respect to the Subleased Premises. Subtenant further agrees that all of the exculpatory and/or waiver provisions of the Lease will apply to the Subtenant for the benefit of Landlord, including but not limited to Section 8.4 of the Lease.

17. Until such time as a Party delivers written notice to the other Parties of any change to any such address, the Parties’ addresses for notices in connection with the Lease shall be as follows:

(a) if to Landlord, then to:

SJ Crescent Parkway, LLC

c/o American Realty Advisors

801 North Brand Blvd., Suite 800

Glendale, California 91203

Attention: Stanley Iezman

(b) if to Tenant, then to:

Clifton Gunderson LLP

370 Interlocken Boulevard, Suite 500

Broomfield, Colorado 80021

Attention: David Laundy, Managing Partner

(c) if to Subtenant, then to:

Century Communities Colorado, LLC

8390 East Crescent Parkway, Suite 650

Greenwood Village, CO 80111

Attention: Robert Francescon

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18. No term or condition of this Consent may be waived except by an express written instrument to such effect executed by the Party to whom the benefit of such term or condition runs. This Consent contains the entire agreement and understanding among the Parties concerning the subject matter of this Consent and supersedes all prior agreements, terms, understandings, conditions, representations and warranties, whether written or oral, concerning the matters that are the subject of this Consent. Wherever possible, each term of this Consent shall be interpreted in such a manner as to be valid under Applicable Laws, but if, notwithstanding the foregoing, any term of this Consent is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms of this Consent shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

19. If there is any legal action or proceeding to enforce or interpret any provision of this Consent or to protect or establish any right or remedy of any Party, the unsuccessful Party to such action or proceeding shall pay to the prevailing Party as finally determined, all costs and expenses, including, without limitation, attorneys’ fees and costs, incurred by such prevailing Party in such action or proceeding, in enforcing such judgment, and in connection with any appeal from such judgment.

20. Tenant and Subtenant hereby represent and warrant to Landlord that neither has entered into any agreement or taken any other action that might result in any obligation on the part of Landlord to pay any brokerage commission, finder’s fee or other compensation with respect to the Sublease or this Consent, and Tenant and Subtenant jointly and severally agree to protect, defend, indemnify and hold Landlord harmless from and against any and all actions, adjudications, awards, causes of action, claims, costs, damages, demands, expenses (including, without limitation, attorneys’ fees and costs and court costs), fees, fines, forfeitures, injuries, judgments, liabilities, liens, losses, obligations, orders, penalties, proceedings, stop notices and suits (collectively, “ Claims ”) in any way arising or resulting from or in connection with or related to any breach or inaccuracy of such representation and warranty.

21. This Consent shall be governed by and construed in accordance with the laws of the State of Colorado.

22. Tenant and Subtenant have been informed that one or more pension plans have an interest in the Office Building Project. Tenant and Subtenant each hereby represents and warrants that it is not a party in interest to any plan, within the meaning of Section 3(14) of the Employee Retirement Income Security Act of 1974, as amended.

23. (a) As used herein, “ Blocked Party ” shall mean any party or nation that (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the U.S. Treasury (“ OFAC ”) pursuant to Executive

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Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) or other similar requirements contained in the rules and regulations of OFAC (the “ Order ”) or in any enabling legislation or other Executive Orders in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “ Orders ”) or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “ Lists ”); or (ii) has been determined by competent authority to be subject to the prohibitions contained in the Orders.

(b) As a material inducement for Landlord entering into this Consent, Tenant warrants and represents that none of Tenant, any affiliate of Tenant, any partner, member or stockholder in Tenant or any affiliate of Tenant, or any beneficial owner of Tenant, any affiliate of Tenant or any such partner, member or stockholder of Tenant (collectively, a “ Tenant Owner ”): (i) is a Blocked Party; (ii) is owned or controlled by, or is acting, directly or indirectly, for or on behalf of, any Blocked Party; or (iii) has instigated, negotiated, facilitated, executed or otherwise engaged in this Consent, directly or indirectly, on behalf of any Blocked Party. Tenant shall immediately notify Landlord if any of the foregoing warranties and representations becomes untrue during the Term. As a material inducement for Landlord entering into this Consent, Subtenant warrants and represents that none of Subtenant, any affiliate of Subtenant, any partner, member or stockholder in Subtenant or any affiliate of Subtenant, or any beneficial owner of Subtenant, any affiliate of Subtenant or any such partner, member or stockholder of Subtenant (collectively, a “ Subtenant Owner ”): (A) is a Blocked Party; (B) is owned or controlled by, or is acting, directly or indirectly, for or on behalf of, any Blocked Party; or (C) has instigated, negotiated, facilitated, executed or otherwise engaged in this Consent, directly or indirectly, on behalf of any Blocked Party. Subtenant shall immediately notify Landlord if any of the foregoing warranties and representations becomes untrue during the Term.

(c) Tenant shall not: (i) transfer or permit the transfer of any interest in Tenant or any Tenant Owner to any Blocked Party; or (ii) make a transfer to any Blocked Party or party who is engaged in illegal activities. Subtenant shall not: (A) transfer or permit the transfer of any interest in Subtenant or any Subtenant Owner to any Blocked Party; or (B) make a transfer to any Blocked Party or party who is engaged in illegal activities.

(d) If at any time during the Term (i) Tenant, Subtenant, any Tenant Owner or any Subtenant Owner becomes a Blocked Party or is convicted, pleads nolo contendere, or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering; (ii) any of the representations or warranties set forth in this Section become untrue; or (iii) Tenant or Subtenant breaches any of the covenants set forth in this Section, the same shall constitute a default. In addition to any other remedies to which Landlord may be entitled on account of such default, Landlord may immediately terminate the Lease (in which case the Sublease shall also terminate) and refuse to pay any disbursements due in connection with the Lease.

24. This Consent may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute but one and the same instrument. This Consent may be executed by a party’s signature transmitted by facsimile (“fax”) or email or by a party’s electronic signature, and copies of this Consent executed and delivered by means of faxed or emailed copies of signatures or originals of this Consent executed

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by electronic signature shall have the same force and effect as copies hereof executed and delivered with original wet signatures. All parties hereto may rely upon faxed, emailed or electronic signatures as if such signatures were original wet signatures. Any party executing and delivering this Consent by fax or email shall promptly thereafter deliver a counterpart signature page of this Consent containing said party’s original signature. All parties hereto agree that a faxed or emailed signature page or an electronic signature may be introduced into evidence in any proceeding arising out of or related to this Consent as if it were an original wet signature page.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this Consent as of the date first above written.


“LANDLORD”:

SJ CRESCENT PARKWAY, LLC, a Delaware limited liability company

By:	FIRST FIDUCIARY REALTY ADVISORS, INC., a California corporation, its Manager

By:

	Name:	Paul Vacheron

	Title:	Managing Director Asset Management

Date:	6/9/11


“TENANT”:

CLIFTON GUNDERSON LLP, a Delaware limited liability partnership

By:

	Name:	David E. Bailey

	Title:	COO


“SUBTENANT”:

CENTURY COMMUNITIES COLORADO, LLC, a Colorado limited liability company

By:

	Name:	Robert J. Francescon

	Title:	CO-CEO

S-1

Exhibit 10.11

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this “ Guaranty ”), dated as of November 30, 2011, is from Century Communities Colorado, LLC, whose address is 8390 E. Crescent Parkway, Suite 650, Greenwood Village, CO 80111 (“ Guarantor ”), jointly and severally, to and for the benefit of COMMERCE BANK (“ Lender ”), whose address is 216 Sixteenth Street, Suite 1400, Denver, CO 80202.

RECITALS

A. Pursuant to the terms of a Loan Agreement (the “ Loan Agreement ”), dated of even date herewith, by and among Lender, Guarantor, and Regency At Ridgegate, LLC, a Colorado limited liability company (the “ Borrower ”), Lender has made a loan (the “ Loan ”) to Borrower in the maximum principal, amount of $22,200,000, which Loan is evidenced by Borrower’s Promissory Note (the “ Note ”) dated of even date herewith in the original principal amount of $22,200,000.

B. Guarantor acknowledges that Guarantor has benefitted and will benefit from Lender making the Loan to Borrower.

C. This Guaranty is executed and delivered to Lender by Guarantor to induce Lender to make the Loan. Guarantor acknowledges and agrees that Lender would not make the Loan unless Guarantor executed and delivered this Guaranty.

D. All capitalized terms not defined herein shall have the meaning set forth in the Loan Agreement.

AGREEMENT

1. Subject to the potential limitations set forth in Section 7 below, Guarantor unconditionally guarantees to Lender the full and prompt payment, in lawful money of the United States, upon demand when due, whether at maturity or by acceleration or otherwise, the cumulative of all monetary obligations of Borrower to Lender of any kind whatsoever, howsoever created, arising or evidenced, whether pursuant to a covenant, representation, warranty, indemnity or other agreement of any kind, whether direct or indirect, absolute or contingent, recourse or non-recourse, or now or hereafter existing, or due or to become due, pursuant to the Note, the Loan Agreement or any of the Loan Documents (and all modifications, amendments, restatements, extensions and renewals thereof). All of the obligations, indebtedness and liabilities of Guarantor set forth in this Section 1 are referred to herein as the “ Guaranteed Obligations .”

2. This is a guaranty of payment and not of collection, and Lender shall not be required to take any action against Borrower or resort to any other security given for the performance of Borrower’s Obligations as a precondition to the Guaranteed Obligations hereunder.

3. Lender, in its sole discretion, may proceed to exercise any right or remedy which Lender may have under this Guaranty without pursuing or exhausting any right or remedy which it may have against Borrower, against any other guarantor or against any other person or entity, and Lender may proceed to exercise any right or remedy which Lender may have under this Guaranty without regard to any actions or omissions of Borrower or any other person or entity.

4. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms and provisions of the Loan Documents, regardless of any law, regulation or decree now or hereafter in effect in any jurisdiction which might in any manner affect any of such terms or provisions or the rights of Lender with respect thereto, or which might cause or permit to be invoked any alteration in the time, amount or manner of payment by Borrower of any of the Obligations.

5. The Guaranteed Obligations hereunder shall be direct and independent of any Obligations of Borrower to Lender, are joint and several with any and all other guarantors and are absolute and unconditional irrespective of the validity, legality or enforceability of any of the Loan Documents, or the existence, value or condition of any collateral for the Obligations, or any other circumstances which might otherwise constitute a legal or equitable discharge of a surety or guarantor (including, without limitation, the effect of any statute of limitations or the finding or conclusions of any proceeding under the federal Bankruptcy code or of similar present or future federal or state law), it being agreed that the Guaranteed Obligations hereunder shall not be discharged except by payment or performance as herein provided. Any part payment of Borrower or other circumstance which operates to toll any statute of limitation as to Borrower or any other guarantor of the Obligations shall operate likewise to toll the statute of limitations as to Guarantor.

6. Without limiting the generality of Section 5 above, Guarantor hereby consents and agrees that, at any time and from time to time:

(a) the time, manner, place and/or terms of payment of all or any of the Guaranteed Obligations may be extended or changed;

(b) any or all of any collateral for any or all of the Obligations may be exchanged, released, surrendered, and/or otherwise disposed of and additional collateral taken;

(c) any action may be taken under or in respect of any of the Loan Documents in the exercise of any remedy, power or privilege therein contained (including, without limitation, the acceleration of the maturity of the Note) or otherwise with respect thereto, or such remedy, power or privilege may be waived, omitted, or not enforced;

(d) the time for Borrower’s performance of or compliance with any term, covenant or agreement on its part to be performed or observed under any of the Loan Documents may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to;

(e) any of the Loan Documents, or any terms thereof may be amended or modified in any respect (including without limitation, with respect to interest on the Note); and

(f) the liability of Borrower to pay any and all of the Obligations may be settled or compromised, and payment of any and all of the Obligations may be subordinated to the prior payment of any other debts or claims of Borrower,

all in such manner and upon such terms as Lender may deem proper, and without notice to or further assent from Guarantor, and all without affecting this Guaranty or the Guaranteed Obligations hereunder, which shall continue in full force and effect until all of the Obligations and all Guaranteed Obligations hereunder shall have been fully paid and performed.

7. Notwithstanding the statement of the Guaranteed Obligations set forth in Section 1 above, the Guaranteed Obligations shall be limited as follows but only in strict compliance with and only upon full and complete satisfaction of the stated requirements and only if at that time there then exists no Event of Default or circumstances that with the giving of notice or the passage of time or both would constitute an Event of Default:

(a) At the time of Completion (as defined below) of the Project, Guarantor’s payment obligations shall be limited to fifty percent (50%) of the then outstanding principal balance of the Loan together with all Costs of Enforcement (as defined below).

(b) Upon achievement of a Net Operating Income (as defined below) from the Property sufficient to provide a minimum of 1.25 to 1.0 Debt Service Coverage Ratio (as defined below) sustained over a period of six consecutive months during the Term Phase of the Loan, Guarantor’s payment obligations under this Guaranty shall, at that time, be limited to twenty-five percent (25%) of the then outstanding principal balance of the Loan together with all Costs of Enforcement.

For the purposes of this Section 7, the following terms shall have the meanings set forth below:

Completion : The Improvements have been completed substantially in accordance with the applicable plans and specifications as evidenced by delivery to Lender pursuant to the terms of the Loan Agreement, and approval by Lender and its inspector, which approval shall not unreasonably be withheld or delayed, of (i) a certificate of substantial completion from the Project architect, (ii) all governmental approvals regarding the Project (including, without limitation, shell completion certificate of occupancy for all enclosed space, (iii) satisfactory lien waivers from all contractors, subcontractors, and material suppliers performing work or providing materials regarding construction of the Project, and (iv) a final date down endorsement to Lender’s mortgagee title insurance policy as of shell completion.

Costs of Enforcement : All out-of-pocket costs incurred by Lender in protecting and enforcing its rights under this Guaranty and the Loan Documents including without limitation all attorneys’ fees, filing fees, court costs, costs of obtaining any reports or information, and similar matters.

Debt Service Coverage Ratio : The ratio of: (i) annual Net Operating Income of the Project, to (ii) the annual aggregate principal and interest payable in an amount required to fully amortize the full Loan Amount over a hypothetical 25-year amortization based on the greater of (A) 6.0%, or (B) the current 10-year U.S. Treasury Rate plus 225 basis points.

Net Operating Income : “Total Income” (consisting of both the actual contracted rents from the apartment units as of the date on which the Debt Service Coverage Ratio is being tested plus projected rents from executed apartment leases acceptable to Lender in its reasonable discretion) less rents based on the greater of: (A) actual vacancy, or (B) a 5% vacancy rate applicable to the total net rentable square feet of the Project; less actual Operating Expenses for the preceding 12 months. “Operating Expenses” shall include, but not be limited to a management fee of 2.0% of Total Income and annual expenditures of taxes and insurance (whether paid yet or not); and a capital reserve allocation of no less than $150 per apartment unit in the Project per year.

8. Guarantor hereby waives notice of acceptance of this Guaranty, presentment, demand, protest, notice of the occurrence of an event of default under the Loan Documents and any other notice of any kind whatsoever, with respect to any or all of the Obligations and promptness in making any claim or demand hereunder; but no act or omission of any kind shall in any way affect or impair this Guaranty. Guarantor waives any rights it might otherwise have under Colorado Revised Statutes §§ 13-50-102 or 13-50-103 (or under any corresponding future statute or rule of law in any jurisdiction) by reason of any release of fewer than all of the Guarantor of the Guaranteed Obligations hereunder or under any other guaranty.

9. Guarantor hereby represents and warrants as follows:

(a) The execution, delivery and performance of this Guaranty will not (i) require any consent or approval of any person, (ii) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Guarantor, or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement Or any other agreement, lease or instrument to. which Guarantor is a party or by which Guarantor or Guarantor’s properties may be bound or affected; and Guarantor is not in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument, except for such defaults as are not reasonably likely to result in a Material Adverse Occurrence (as determined by Lender).

(b) This Guaranty constitutes the legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms.

(c) No authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary to the valid execution, delivery or performance by Guarantor of this Guaranty.

(d) Guarantor has filed all federal, state and local tax returns that are required to be filed and has paid all taxes shown on such returns and on all assessments received by Guarantor to the extent that such taxes and assessments have become due. All federal and state income taxes and all other taxes and assessments of any nature with respect to which Guarantor is obligated have been paid when due.

(e) The financial statements heretofore delivered to Lender are accurate and complete in all respects, and fairly represent the financial condition of Guarantor, as applicable, as of the respective dates of such financial statements. Guarantor does not know of any material contingent liabilities affecting Guarantor that are not disclosed in Guarantor’s financial statements or that have not been disclosed to Lender in writing. Since the date of the most recent financial statements there has been no Material Adverse Occurrence in the Guarantor’s financial condition, assets, liabilities or business nor has any other event or condition of any character occurred or arisen that materially and adversely affects or that could materially and adversely affect the business or prospects of Guarantor. No additional material obligations have been entered into by the Guarantor since the date of its most recent financial statements other than as disclosed to Lender in writing.

(f) Guarantor is now, solvent; and no bankruptcy or insolvency proceedings are pending or contemplated by Guarantor or, to the best of Guarantor’s knowledge, against Guarantor.

(g) Guarantor has filed all federal, state and local tax returns that are required to be filed and has paid all taxes shown on such returns and on all assessments received by Guarantor to the extent that such taxes and assessments have become due. All federal and state income taxes and all other taxes and assessments of any nature with respect to which Guarantor is obligated have been paid when due.

(h) There is no action, suit, legal proceeding or proceeding pending or threatened (or, to the best knowledge of Guarantor, any basis therefor) against Guarantor or affecting the properties or assets of Guarantor in any court or before any arbitrator of any kind or before or by any governmental body which would constitute a Material Adverse Occurrence. Guarantor is not in default with respect to any order of any court, arbitrator or governmental body, and Guarantor is not subject to or a party to any order of any court or governmental body arising out of any action, suit or proceeding under any statute or other law respecting antitrust, monopoly, restraint of trade, unfair competition or similar matters which would constitute a Material Adverse Occurrence. For the purposes of this section, the term “governmental body” includes any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and the term “order” includes any order, writ, injunction, decree, judgment, award, determination, direction or demand.

(i) Guarantor shall promptly notify Lender in writing of the occurrence of (a) any Material Adverse Occurrence in the business, property, assets, operations or condition, financial or otherwise, of Guarantor, and (b) the pendency or threat of any material litigation or arbitration and of any tax deficiency or other proceeding before any governmental body or official affecting Guarantor.

(j) Guarantor shall not permit any Material Adverse Occurrence in Guarantor’s financial condition, assets or liabilities.

(k) Guarantor shall permit Lender to make a credit investigation of Guarantor in such sufficient detail as Lender may reasonably require. Such credit information may be updated periodically by Lender to assure maintenance of good credit standing during the term of the Loan or any extension thereof.

(l) At all times throughout the term of the Loan, including after giving effect to any transfer, (a) none of the funds or assets of Borrower or Guarantor shall constitute property of, or shall be beneficially owned directly or, to Guarantor’s best knowledge, indirectly, by any person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that are identified on (1) the “List of Specially Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control (OFAC), U.S. Department of the Treasury, and/or to Guarantor’s best knowledge, as of the date thereof, based upon reasonable inquiry by Guarantor, on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law, or the Loan made by Lender would be in violation of law, or (2) Executive Order 13224 (September 23, 2001) issued by the President of the United States (“Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”), any related enabling legislation or any other similar Executive Orders, and (b) no Embargoed Person shall have any direct interest, and to Guarantor’s best knowledge, as of the date hereof, based upon reasonable inquiry by Guarantor, indirect interest, of any nature whatsoever in Borrower or Guarantor, as applicable, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

10. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made.

11. Guarantor will not exercise any rights which Guarantor may have acquired by way of subrogation under this Guaranty, by any payment made hereunder or otherwise, unless and until all of the Guaranteed Obligations shall have been paid in full. If any payment shall be made to Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid to Lender, then payment shall be credited and applied upon any of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Agreement.

12. No failure or delay on the part of Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. No amendment, modification, termination, or waiver of any provision of this Guaranty nor consent to any departure by Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice or demand on Guarantor in any case shall entitle Guarantor to any other or further notice or demand in similar or other circumstances.

13. All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to Guarantor, mailed or delivered to Guarantor, addressed to Guarantor at the address set forth on the signature page hereof, if to Lender, mailed or delivered to it, addressed to it at the address of Lender specified in the Loan Agreement, or as to each party, at such other address as shall be designated by such party in a written notice to each other party complying as to delivery with the terms of this Section 13. Any notice given herein if given by certified mail will be deemed received when delivered, or if delivery is refused, when delivery is first attempted in the ordinary course. Any notice sent by hand delivery shall be deemed received when actually received. Any notice sent by Federal Express or any nationally recognized overnight courier service shall be deemed received one business day after having been deposited with such overnight courier service if designated for next business day delivery.

14. Guarantor hereby waives and agrees not to assert or take advantage of any duty on the part of Lender to disclose to Guarantor any facts it may now or hereafter know about Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of Borrower and of any and all circumstances bearing the risk of non-payment on any Obligations.

15. Guarantor will file all claims against Borrower in any bankruptcy or other similar proceedings in which the filing of claims is required by law upon any indebtedness of Borrower to Guarantor and will assign to Lender all rights of Guarantor thereunder. If Guarantor does not file any such claim, Lender as attorney-in-fact for Guarantor is hereby, authorized to do so in the name of Guarantor or, in Lender’s discretion, to assign the claim and to cause proof of claim to be filed in the name of Lender’s nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Lender the full amount thereof and to the full extent necessary for that purpose, Guarantor hereby assigns to Lender all of Guarantor’s rights to any such payments or distributions to which Guarantor would otherwise be entitled.

16. To the extent that Guarantor receives any payments, distributions or any other consideration with respect to any membership interests of Borrower however described, Guarantor shall immediately pay over and deliver such payments, distributions or other consideration to Lender to the extent that such payments, distributions or other consideration were made in contravention of the Loan Documents.

17. By execution hereof, Guarantor certifies to Lender that Guarantor has received a Copy of the Loan Documents in execution form and represents that Guarantor knowledgeable of the contents thereof.

18. Wherever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

19. Guarantor hereby represents and agrees that this is a continuing guaranty and (a) shall remain in full force and effect until payment in full of the Obligations and any and all expenses which might be incurred by Lender in collecting any or all of the Guaranteed Obligations and in enforcing any rights hereunder; (b) shall be governed by, and construed in accordance with, the laws of the State of Colorado; (c) shall be binding upon Guarantor, and Guarantor’s successors and assigns; and (d) shall inure to the benefit of and be enforceable by Lender and its respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (d), Lender may assign or otherwise transfer the Note held by it to any other person or entity, and such subsequent holder of the Note shall thereupon become vested with all the powers and rights in respect thereof granted to Lender herein or otherwise.

20. Guarantor will cause Borrower to maintain and preserve the enforceability of the Loan Agreement, the Note and the other Loan Documents, as the same may be modified and will not permit Borrower to take or to fail to take action of any kind which might be the basis for a claim that Guarantor has a defense to the Guaranteed Obligations hereunder.

21. FOR PURPOSES OF ANY ACTIONS RELATING TO THIS GUARANTY, GUARANTOR CONSENTS TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF COLORADO.

22. This Guaranty may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

23. Guarantor hereby waives any right to jury trial of any claim, cross-claim or counterclaim relating to or arising out of or in connection with this Guaranty or any of the other Loan Documents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Guarantor has duly executed this instrument the date first above written.


GUARANTOR :

CENTURY COMMUNITIES COLORADO, LLC, a Colorado limited liability company

By:	DARO Ventures LLC a Colorado limited liability company, its Manager

	By:
	Name:	Dale Francescon
	Title:	Manager

Address for Notice:

c/o Regency at Ridgegate, LLC

8390 E. Crescent Parkway, Suite 650

Greenwood Village, CO 80111

Attention: Robert J. Francescon

Facsimile No.: 303-770-8320

with a copy to:

Lottner Rubin Fishman Brown & Saul, P.C.

633 17 ^th Street, Suite 2700

Denver, CO 80202

Attention: Marshall H. Fishman, Esq. and

Michael S. Fishman, Esq.

Facsimile No.: 303-292-1300

Exhibit 10.12

AMENDED AND RESTATED LOAN AGREEMENT

(Revolving Line of Credit with Construction Loan Facility, Lot Loan Facility,

and Letter of Credit Facility)

between

CENTURY COMMUNITIES COLORADO, LLC, a Colorado limited liability company,

BEACON POINTE, LLC, a Colorado limited liability company,

THE OVERLOOK AT TALLYN’S REACH, LLC, a Colorado limited liability company,

THE WHEATLANDS, LLC, a Colorado limited liability company,

RED ROCKS POINTE, LLC, a Colorado limited liability company,

BELVEDERE AT RIDGEGATE, LLC, a Colorado limited liability company,

ENCLAVE AT BOYD PONDS, LLC, a Colorado limited liability company,

THE VISTAS AT NOR’WOOD, LLC, a Colorado limited liability company,

BRADBURN VILLAGE HOMES, LLC, a Colorado limited liability company,

BARRINGTON HEIGHTS, LLC, a Colorado limited liability company,

THE VERANDA, LLC, a Colorado limited liability company,

LINCOLN PARK AT RIDGEGATE, LLC, a Colorado limited liability company,

CENTRAL PARK ROWHOMES, LLC, a Colorado limited liability company,

SHOENBERG FARMS, LLC, a Colorado limited liability company,

MONTECITO AT RIDGEGATE, LLC, a Colorado limited liability company, and

WATERSIDE AT HIGHLAND PARK, LLC, a Colorado limited liability company

as borrower

and

VECTRA BANK COLORADO, NATIONAL ASSOCIATION, a national banking association

as lender

Dated: as of March 22, 2012

AMENDED AND RESTATED LOAN AGREEMENT

(Revolving Line of Credit with Construction Loan Facility, Lot Loan Facility,

and Letter of Credit Facility)

This AMENDED AND RESTATED LOAN AGREEMENT (“ Agreement ”), dated as of March 22, 2012, is made and entered into between and among CENTURY COMMUNITIES COLORADO, LLC, a Colorado limited liability company, BEACON POINTE, LLC, a Colorado limited liability company, THE OVERLOOK AT TALLYN’S REACH, LLC, a Colorado limited liability company, THE WHEATLANDS, LLC, a Colorado limited liability company, RED ROCKS POINTE, LLC, a Colorado limited liability company, BELVEDERE AT RIDGEGATE, LLC, a Colorado limited liability company, ENCLAVE AT BOYD PONDS, LLC, a Colorado limited liability company, THE VISTAS AT NOR’WOOD, LLC, a Colorado limited liability company, BRADBURN VILLAGE HOMES, LLC, a Colorado limited liability company, BARRINGTON HEIGHTS, LLC, a Colorado limited liability company, THE VERANDA, LLC, a Colorado limited liability company, LINCOLN PARK AT RIDGEGATE, LLC, a Colorado limited liability company, CENTRAL PARK ROWHOMES, LLC, a Colorado limited liability company, SHOENBERG FARMS, LLC, a Colorado limited liability company, MONTECITO AT RIDGEGATE, LLC, a Colorado limited liability company, and WATERSIDE AT HIGHLAND PARK, LLC, a Colorado limited liability company (collectively, “ Borrower ”), all with principal offices at 8390 E. Crescent Pkwy, Ste. 650, Greenwood Village, CO 80111, and VECTRA BANK COLORADO, NATIONAL ASSOCIATION, a national banking association, with offices at 2000 S. Colorado Blvd., #2-1200 Denver, CO 80222 (“ Lender ”).

RECITALS

A. WHEREAS, Lender and Century Communities Colorado, LLC, Beacon Pointe, LLC, The Overlook at Tallyn’s Reach, LLC, The Wheatlands, LLC, and Red Rocks Pointe, LLC previously entered into an Advised Guidance Line Loan Agreement (Construction Loan Facility) dated as of August 24, 2011, as amended by a First Amendment to Advised Guidance Line Loan Agreement dated as of October 20, 2011 which, inter alia , added Belvedere at Ridgegate, LLC, Enclave at Boyd Ponds, LLC, The Vistas at Nor’wood, LLC, Bradburn Village Homes, LLC, Barrington Heights, LLC, The Veranda, LLC, and Lincoln Park at Ridgegate, LLC as borrowers (collectively the “ Guidance Line Loan Agreement ”) for a revolving advised guidance line of credit for the purpose of financing the construction of single family residential homes in various Approved Subdivisions.

B. The credit facility extended pursuant to the Guidance Line Loan Agreement is evidenced by a Promissory Note (Revolving Line of Credit) dated August 24, 2011 in the principal sum of Eleven Million and no/100 Dollars ($11,000,000.00) payable to Lender, as amended by a First Amendment to Promissory Note (Revolving Line of Credit) dated October 20, 2011.

C. Borrower has applied to Lender to amend and restate the Guidance Line Loan Agreement as provided herein and Borrower and Lender hereby agree that the Guidance Line Loan Agreement is hereby amended and restated in its entirety by this Agreement.

D. Borrower has requested that a line of credit be extended by Lender pursuant to this Agreement for the purpose of (i) providing a revolving credit facility to finance the acquisition of lots and the construction of homes in Approved Subdivisions, and (ii) providing a Letter of Credit Facility to issue standby letters of credit on account of Borrower.

E. Borrower has requested that the revolving credit facility be amended and restated to become a net borrowing base facility and that advances be funded by Lender on the basis of Borrowing Base Certificates and Lender has agreed to make advances under the proposed credit facilities, but only on the terms and conditions hereinafter provided.

NOW THEREFORE, in consideration of the mutual agreements contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guidance Line Loan Agreement is hereby amended and restated in its entirety as follows:

1. DEFINITION OF TERMS. As used in this Agreement, the following terms shall have the respective meanings indicated below:

1.1 “ Additional Obligations ” shall have the meaning given to such term in Section 15.17 hereof.

1.2 “ Advance ” shall mean, for each Loan to be made hereunder, any disbursement by Lender, whether by journal entry, deposit to Borrower’s account, check to third party or otherwise of any of the proceeds of the Loan or any insurance proceeds.

1.3 “ Advance Rate ” shall mean the amount available for Advances based on the applicable percentages set forth in Section 3.3 (subject to Sections 3.4.1 and 3.4.2) and Section 4.3 (subject to Section 4.4).

1.4 “ Affiliate ” shall mean, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person and, if such Person is an individual, any member of the immediate family (including parents, spouse and children) of such individual and any trust whose principal beneficiary is such individual or one or more members of such immediate family and any Person who is controlled by any such member or trust. As used in this definition, “ control ” (including, with correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise).

1.5 “ Agreement ” shall mean this Amended and Restated Loan Agreement, as the same may from time to time be amended, extended, modified or supplemented by any written agreement between the parties.

1.6 “ Allocations ” shall mean, for each Loan to be made hereunder, the line items set forth in each applicable Budget for which Advances of Loan proceeds will be made.

1.7 “ Appraisal ” shall mean a current, fair-market value master appraisal or evaluation obtained for or prepared by Lender (at Borrower’s sole cost) subject to the limitation of Section 10.22 hereof, all in form and substance satisfactory to Lender.

1.8 “ Appraised Value ” shall mean the current fair-market value of each Home (as they will exist upon the completion of construction thereof) or Finished Lot.

1.9 “ Approved Sales Contract ” shall mean a bona fide, legally binding, enforceable contract for the sale of a Lot and its related Home to be financed under the Line of Credit, which contract shall be between Borrower, as seller, and a Non-Related Party, as buyer, with respect to which (a) a minimum $1,000.00 earnest money deposit has been made, (b) Borrower has undertaken a preliminary screening of the creditworthiness of such buyer and has concluded that such buyer should qualify for a mortgage loan commitment for the financing of the acquisition of the completed Lot and Home or such

buyer is otherwise able to perform its obligations under the contract; and, following an uncured Event of Default, the requirement that (c) the sale price is equal to or greater than the Minimum Sale Price. In addition, if requested by Lender, Borrower shall provide proof of the buyer’s ability to close in form of mortgage prequalification letter, verification of adequate funds to purchase or other form of verification acceptable to Lender within thirty (30) days of execution of the Approved Sales Contract.

1.10 “ Approved Subdivision ” shall mean the following, which are the subdivisions approved as of the Closing Date: Beacon Point in Arapahoe County, Colorado; The Overlook at Tallyn’s Reach in Arapahoe County, Colorado; Reserve at Wheatlands in Arapahoe County, Colorado; Red Rocks Point in Jefferson County, Colorado; Lake Village Center in Adams County, Colorado; Boyd Ponds in Jefferson County, Colorado; Ridgegate in Douglas County, Colorado; Bradburn in Adams County, Colorado; Nor’wood in El Paso County, Colorado; Montecito at Ridgegate in Douglas County, Colorado; Shoenberg Farms in Jefferson County, Colorado; Stapleton in Denver County, Colorado; and Waterside at Highland Park in Arapahoe County, Colorado. Until the Line of Credit Termination Date, new subdivisions may be approved by Lender following Borrower’s request, upon satisfaction of Lender’s requirements therefor. Subdivisions approved by Lender after the Closing Date shall be evidenced by execution of an Additional Approved Subdivision Sheet in the form attached hereto as Exhibit A . Notwithstanding the foregoing, before any Advance is made with respect to a Lot or Home in Stapleton, Shoenberg Farms, Montecito at Ridgegate, or Waterside Park, Lender shall have received and approved a Phase I Environmental analysis for the relevant subdivision. In addition, before any Advance is made with respect to a Lot or Home in Montecito at Ridgegate, a subordination agreement reasonably acceptable, in form and substance, to Lender and Title Company shall have been executed by the seller of the Lots in Montecito at Ridgegate to fully subordinate such seller’s lien on such Lots, which subordination agreement shall be recorded in the real estate records of Douglas County, Colorado.

1.11 “ Assignment of Agreements ” shall mean those certain Assignments of Agreements, Permits, Licenses and Approvals of even date herewith executed by Borrower (with the executed consents of the Contractor, the engineer and the Design Professional if required by Lender) for the benefit of Lender for each Approved Subdivision.

1.12 “ Borrowing Base Availability ” shall mean, at any one time, the amount remaining after taking into account the Outstanding Principal Balance under the Home Loan Facility and Lot Loan Facility, and amounts drawn and not repaid under the Letter of Credit Facility, available to Borrower for funding of draws on Lot Loans and Construction Loans, or for issuance of Letters of Credit. Such availability shall be calculated monthly by Borrower based upon percentage completion and Appraised Values of its eligible Finished Lots and Homes under the terms and conditions of this Agreement. Borrower’s monthly calculations of Borrowing Base Availability shall be reported in a Borrowing Base Certificate and verified by Lender. After the Home Loan Due Date for Spec, Sold or Model Homes under a Construction Loan, or the Lot Loan Due Date for Lots under a Lot Loan, such Home and/or Lot, as applicable, shall not be eligible for inclusion in the Borrowing Base Availability calculation.

1.13 “ Borrowing Base Certificate ” shall mean the monthly reporting document, in a form acceptable to Lender, reflecting each Borrower’s Eligible Collateral and the Borrowing Base Availability, which Borrowing Base Certificate shall be prepared by each Borrower as to such Borrower’s Eligible Collateral and delivered to Lender within fifteen (15) days of each month-end, to be verified by Lender as it deems necessary.

1.14 “ Budget ” shall mean, individually and collectively, the budgeted construction costs for each Type of Home and other costs and expenses incident thereto, including, without limitation, all hard and soft costs, permit fees, insurance premiums, project management/supervision fees, fees for design services and interest, all as approved by Lender in its reasonable discretion.

1.15 “ Business Day ” shall mean any day other than a Saturday, Sunday or legal holiday observed by banks in Denver, Colorado.

1.16 “ Caps ” shall mean the limitations on availability of credit under the Line of Credit established by the “Spec and Model Cap” or “Spec Sublimit”, as applicable.

1.17 “ Catch-Up Advance ” shall have the meaning set forth in Section 6.6.1.

1.18 “ Century ” shall mean Century Communities Colorado, LLC, a Colorado limited liability company.

1.19 “ Closing Conditions ” shall mean collectively (a) Borrower’s satisfaction of all of the closing conditions set forth herein at or before the Closing Date of the Line of Credit, (b) Borrower’s satisfaction of the conditions for disbursement of each Initial Advance under each Loan as set forth in Section 6.1 of this Agreement for subdivisions hereafter approved by Lender, (c) the Title Company’s issuance of the Title Commitment for the Loan, and (d) Borrower’s delivery to Lender of the Loan Documents.

1.20 “ Closing Date ” shall mean the date upon which this Line of Credit is closed.

1.21 “ Construction Loan ” shall mean a non-revolving line of credit under the Construction Loan Facility to finance the vertical construction of a Home in an Approved Subdivision. A Construction Loan shall be created upon approval of a New Start Request and shall be for an amount equal to the applicable Home Loan Allocation.

1.22 “ Construction Loan Facility ” shall mean that portion of the Line of Credit to be advanced to Borrower solely for vertical construction of Homes in Approved Subdivisions. The Construction Loan Facility will be financed under the Line of Credit in the maximum unpaid principal amount outstanding at any one time of $22,000,000.00, subject to the Caps and the Advance Rates as set forth in Section 3.3 (as the same may be reduced as set forth in Sections 3.4.1 and 3.4.2).

1.23 “ Contractor ” shall mean any person or entity with whom Borrower contracts for the development, construction and completion of the Homes or any portion thereof.

1.24 “ Current Ratio ” shall mean the ratio of all of Borrower’s current assets divided by all of Borrower’s current liabilities.

1.25 “ Debt ” shall mean any and all notes, guaranties and other evidence of indebtedness (fixed or contingent), accounts payable, contingent liabilities, lease obligations, to the extent same are considered liabilities in accordance with GAAP, and any and all other obligations treated as liabilities in accordance with GAAP.

1.26 “ Deed of Trust ” collectively shall mean those certain Construction Deeds of Trust, Assignments of Leases and Rents, Security Agreements and Fixture Filings pursuant to which each Borrower encumbers Lots in each Approved Subdivision to which it holds title as a first lien in favor of Lender to secure its obligations to Lender under the Line of Credit, as the same may be amended, supplemented, restated or modified from time to time. If, with Lender’s prior approval, Lots that are not initially approved by Lender for construction or Lot financing are subsequently added to the Line of Credit, the Deed of Trust shall be amended or new Deeds of Trust executed by Borrower in the form reasonably required by Lender to secure such Lots, and Borrower shall pay all reasonable out-of-pocket costs and expenses incurred by Lender in connection with encumbering all of said Lots with the Deed of

Trust, including without limitation the payment of title insurance and endorsement costs, closing and recording fees, legal fees and all other related charges. All references to the Deed of Trust shall refer to said Deeds of Trust as it may be amended from time to time.

1.27 “ Design Professional ” shall mean each engineer and architect for an Approved Subdivision, together with any other person or entity with whom Borrower contracts for the providing of planning, design, architectural, engineering or other similar services relating to the Homes, if any.

1.28 “ Disclosure Certificate ” shall mean that certain certificate executed by Borrower and delivered to Lender from time to time as may be required by Lender in the form required by Lender.

1.29 “ Draw Request Form ” shall mean the form for submission by Borrower to Lender as a condition precedent for an Advance under a Construction Loan, in the form as may be approved by Lender.

1.30 “ Eligible Collateral ” shall mean the Finished Lots and Homes owned by Borrower and pledged to Lender as security for the repayment of the Line of Credit provided that all such property is: (a) located within an Approved Subdivision; (b) subject to a perfected first mortgage or deed of trust in favor of Lender; (c) meets all limitations and requirements of this Loan Agreement; and (d) has not exceeded the applicable Home or Lot Loan Due Date or otherwise ceased to be eligible for inclusion in the Borrowing Base Availability calculation. Notwithstanding the foregoing, until partially released in accordance with the terms set forth herein, Lender shall retain its first lien Deed of Trust on any Lot or Home that has ceased to be Eligible Collateral.

1.31 “ Equity ” shall have the meaning used in accordance with GAAP.

1.32 “ Event of Default ” shall have the meaning set forth in Section 12.1 of this Agreement.

1.33 “ Excepted Lien ” shall mean Liens:

(a) for ad valorem taxes, assessments, or other governmental or quasi-governmental charges or levies and HOA assessments, charges or levies not yet delinquent or which are being contested in good faith by Borrower by appropriate action;

(b) in connection with workmen’s compensation, unemployment insurance or other social security, old age pension or public liability obligations;

(c) vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, workmen’s, materialmen’s, construction or other similar Liens arising by operation of law in the ordinary course of business or incident to the construction or improvement of any Property in respect of obligations permitted under the terms of this Agreement which are:

(i) in all cases subordinate to the Liens created by the Deed of Trust, and

(ii) not yet due past 30 days or which are being contested in good faith by appropriate proceedings by or on behalf of Borrower in accordance with the procedures and requirements set forth in Section 10.21 of this Agreement; and

(d) customary Liens in the Approved Subdivision, including customary restrictive covenants and utility easements, which do not and will not unreasonably interfere with the construction, operation, maintenance and sale of Homes.

1.34 “ Extension Conditions ” shall mean as to individual Lot Loans, Construction Loans and Letter of Credit Loans:

(a) If required by Lender in its sole discretion, Borrower shall furnish to Lender with respect to the proposed extension, an ALTA Form 110.5 Endorsement to Lender’s policy of title insurance (showing no additional exceptions to title other than those shown on the original policy of title insurance). Such Endorsement shall be furnished at Borrower’s sole cost and expense;

(b) Lender shall have received from Borrower written notice of the proposed extension at least fifteen (15) days prior to the applicable Lot or Home Loan Due Date;

(d) There shall have been no material adverse change in the financial condition, operations, business or management of Borrower or the Property; and

(e) The extension shall not extend beyond the Line of Credit Maturity Date.

1.35 “ Final Advance ” shall mean the last Advance of Loan proceeds for each Finished Lot and Home financed hereunder. With respect to a Home financed hereunder, the Final Advance is made upon the completion of the particular Home and is subject to Section 6.5 below.

1.36 “ Finished Lot ” shall mean a Lot on which all site improvements and offsite improvements (including without limitation curbs, grading, storm and sanitary sewers, paving, sidewalks, landscaping, hardscaping, sprinklers, electric lines, gas lines, telephone lines, cable television lines, fiber optic lines, pipelines and other utilities) necessary to make a Lot suitable for the construction of a Home thereon have been completed.

1.37 “ Force Majeure Event ” shall mean acts of God or the elements, including fire, flood, windstorm, hailstorm, earthquake, lightning, acts of war, riot or civil insurrection, strikes, labor disputes, governmental actions and delays, delays in delivery of material and disruption of shipping (to the extent such strikes, labor disputes, delays in delivery of material and disruption of shipping affect not only Borrower but also similarly situated real estate owners and/or contractors in the vicinity of the Property, or are otherwise not the result of an intentional or grossly negligent act or failure to act by Borrower); provided, however, that inclement weather shall be considered a Force Majeure Event only to the extent it is significantly more severe than typical for the location and time of year in which such inclement weather occurred.

1.38 “ GAAP ” shall mean the generally accepted accounting principles consistently applied throughout the periods covered by the applicable financial statements.

1.39 “ Governmental Authority ” shall mean the United States of America, the State of Colorado, the state, county, city and political subdivisions in which any Property of Borrower is located or which exercises jurisdiction over any such Property, and any agency, department, commission, board, bureau, homeowners association, utility district, flood control district, improvement district, or similar district, court, grand jury or instrumentality or any of them which exercises jurisdiction over any such Property.

1.40 “ Governmental Requirement ” shall mean any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization, or other direction or requirement (including but not limited to any of the foregoing which relate to zoning and planning standards or controls, environmental standards or controls, energy regulations and occupational, safety and health standards or controls) of any Governmental Authority.

1.41 “ Home ” shall mean collectively and individually a single-family residential structure and applicable Lot within an Approved Subdivision.

1.42 “ Home Completion Date ” shall mean, for any Home to be financed hereunder, two hundred seventy (270) days (or such other time period as may be permitted by Lender in its reasonable discretion) from the date of the Initial Advance relating to such Home; provided, however, such date may be extended upon written notice by Borrower to Lender for conditions beyond the control of Borrower, including, without limitation, as a result of a Force Majeure Event (but no such extension as a result of one (1) or more Force Majeure Event(s) shall extend such date in the aggregate more than three hundred sixty (360) days, but in no event beyond the Home Loan Due Date (as extended) for said Home).

1.43 “ Home Loan Allocation ” shall mean the maximum amount allocated under the Construction Loan Facility for each Home being financed hereunder, which amount shall not exceed the amount set forth in Section 3.3.

1.44 “ Home Loan Due Date ” shall mean the date on which a Home shall cease to be Eligible Collateral under the Line of Credit, which dates are, subject to Sections 3.4.1 and 3.4.2, as follows:

1.44.1 The Home Loan Due Date for Pre-Sold Homes shall be twelve (12) months after the date of the Initial Advance;

1.44.2 The Home Loan Due Date for Spec Homes shall be twelve (12) months after the date of the Initial Advance; and

1.44.3 The Home Loan Due Date for Model Homes shall be twenty-four (24) months after the date of the Initial Advance.

1.45 “ Home Reserved Allocation ” shall mean, for each Home to be financed hereunder, the difference at any time and from time to time between (a) the Home Loan Allocation, and (b) the principal amount with respect to such Home previously included in the Advance(s).

1.46 “ Indebtedness ” shall mean, for each Loan to be made hereunder, any and all amounts owing or to be owing by Borrower to Lender in connection with the Note or any other Loan Documents, including this Agreement, and all other liabilities of Borrower to Lender from time to time existing.

1.47 “ Indemnity Agreement ” shall mean that certain agreement executed by Borrower for the benefit of Lender relating to certain environmental and other matters for each Approved Subdivision to be financed hereunder.

1.48 “ Initial Advance ” shall mean the initial Advance of Loan proceeds for each Home (including without limitation such fees, permit costs, and other hard and soft costs in the Budget approved by Lender in its reasonable discretion) or Finished Lot.

1.49 “ Inspecting Person ” shall mean a person designated by Lender from time to time who may inspect the Homes from time to time for the benefit of Lender.

1.50 “ Interim Advance ” shall mean any Advance that is not an Initial Advance or Final Advance.

1.51 “ Interim Advance Request ” shall mean any request for a Interim Advance, as provided in Section 6.2 below.

1.52 “ Land ” or “ Property ” shall mean that certain real property owned by a Borrower and now or hereafter encumbered by the Deed of Trust in favor of Lender.

1.53 “ Letter of Credit ” or “ Letters of Credit ” shall mean one or more irrevocable standby letters of credit issued by Lender in favor of a governmental unit or agency or other beneficiary approved by Lender as security for the completion of certain improvements in an Approved Subdivision on Lender’s standard form and otherwise in form and substance acceptable to Lender, with a stated expiration date not to exceed 12 months from the date of issuance, subject to extension as provided in Section 5.2.

1.54 “ Letter of Credit Facility ” shall mean that portion of the Line of Credit made available by Lender to Borrower for issuance of Letters of Credit on account of Borrower up to a maximum aggregate principal amount at any one time of $500,000.00.

1.55 “ Letter of Credit Liability ” shall mean at any time the sum of (i) the aggregate amount, then available to be drawn or that may thereafter be drawn under then outstanding Letters of Credit, and (ii) all amounts that have been drawn on a Letter of Credit and that have not been reimbursed or repaid to Lender.

1.56 “ Letter of Credit Loan ” shall mean the loan deemed made by Lender to Borrower when individual letters of credit are issued under the Letter of Credit Facility.

1.57 “ Lien ” shall mean any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and including but not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes.

1.58 “ Line of Credit ” shall mean the revolving line of credit in the maximum principal amount of Twenty-Two Million and no/100 Dollars ($22,000,000.00), comprised of the Construction Loan Facility, Lot Loan Facility, and the Letter of Credit Facility, all as defined in this Agreement.

1.59 “ Line of Credit Limit ” The Line of Credit Limit shall not exceed the principal sum of Twenty-Two Million and no/100 Dollars ($22,000,000.00) at any one time, subject to the applicable Caps.

1.60 “ Line of Credit Termination Date ” shall mean March 22, 2014, which is the date after which:

(a) the Line of Credit shall cease to be a revolving line of credit;

(b) no New Start Requests, new Lot Loans, or new Letters of Credit will be approved, nor will any new Initial Advances be made;

(c) Initial Advances and Interim Advances will be made only for the payment and/or reimbursement of (i) the costs of construction of the Homes for which the New Start Request shall have been made on or prior to said date and (ii) Lots for which the new Lot Loan Requeset was made on or prior to such date; and

(d) The only Letters of Credit to be issued will be those submitted for approval on or prior to such date.

The Line of Credit will be eligible for renewal subject to annual review and underwriting by Lender, in its sole and absolute discretion.

1.61 “ Line of Credit Maturity Date ” shall mean March 22, 2015.

1.62 “ Loan ” shall mean, individually and collectively, each Construction Loan, Lot Loan, and Letter of Credit Loan.

1.63 “ Loan Documents ” shall mean the Note, the Deed of Trust, this Agreement, the Security Agreement, the Assignments of Agreements, the UCC Financing Statement, the Indemnity Agreement, and any and all other documents now or hereafter executed by Borrower, or any other person or party in connection with the Loan, the indebtedness evidenced by the Notes, and/or the covenants contained in this Agreement.

1.64 “ Loan Fees ” shall mean an annual fee equal to $165,000.00, which is 0.75% of the Line of Credit Limit, payable upon the Closing Date and annually thereafter during the term of the Line of Credit. Notwithstanding anything to the contrary in the foregoing, Borrower shall receive a credit of $34,375.00 to be applied to the Loan Fees due on the Closing Date, such that the amount due on the Closing Date shall be $130,625.00.

1.65 “ Lot ” shall mean a lot as shown on a duly recorded subdivision plat, with the location and configuration of each such lot being reasonably acceptable to Lender, and which lot is (a) located within an Approved Subdivision; (b) subject to a perfected first lien deed of trust in favor of Lender; and (c) meets all limitations and requirements of this Agreement.

1.66 “ Lot Loan ” shall mean a loan under the Lot Loan Facility to finance a Finished Lot in an Approved Subdivision.

1.67 “ Lot Loan Allocation ” shall mean the maximum amount allocated under the Lot Loan Facility for each Finished Lot being financed hereunder, which amount shall not exceed the amount set forth in Section 4.3.

1.68 “ Lot Loan Due Date ” shall mean the date on which a Finished Lot shall cease to be Eligible Collateral under the Line of Credit which date is, subject to Section 4.4, twelve (12) months after the date of the Advance for such Lot.

1.69 “ Lot Loan Facility ” shall mean that portion of the Line of Credit to be advanced to Borrower solely for Finished Lots in Approved Subdivisions. The Lot Loan Facility will be financed under the Line of Credit in the maximum unpaid principal amount outstanding at any one time of $2,000,000.00, subject to the Advance Rates as set forth in Section 4.3 (as the same may be reduced as set forth in Section 4.4).

1.70 “ Lot Loan Request ” shall mean a written request to open a new Lot Loan for a Finished Lot under the Line of Credit (in form and content reasonably satisfactory to Lender) setting forth (among other information) the description of the Lot in the Approved Subdivision, the purchase price for such Lot and the Appraised Value of such Lot.

1.71 “ Material Adverse Effect ” shall mean the occurrence of (a) an Event of Default arising from the breach of the financial covenants in Section 9.5 and (b) as to any Affiliate of Borrower, any material and adverse effect on (i) the assets, liabilities, financial condition, business or operations of said Affiliate taken as a whole, from those reflected in the financial statements or from the facts represented or warranted in this Agreement or any other Loan Document, or (ii) the ability of said Affiliate taken as a whole, to carry out its business as at the date of this Agreement or as proposed at the date of this Agreement to be conducted or meet said Affiliate’s obligations under the Note, this Agreement, or the other Loan Documents on a timely basis, as determined by Lender in its sole, reasonable discretion.

1.72 “ Maximum Budget Allocation ” shall mean $33,000,000.00, which is the maximum aggregate at any one time of all Home Loan Allocations and Lot Loan Allocations, plus the Letter of Credit Liability.

1.73 “ Minimum Sale Price ” shall be a sale price for a Home not less than the sum of (i) the Release Price plus (ii) the usual and customary costs of the closing of a Home sale transaction to be paid in connection with the sale of said Home (including without limitation recording costs, tax prorations, title insurance premiums, escrow fees and charges, costs and fees related to the purchaser’s acquisition loan, brokerage commissions and fees and other similar costs). On and after the occurrence of an uncured Event of Default, the Minimum Sale Price shall automatically become a requirement of an Approved Sale Contract.

1.74 “ Model Home ” shall mean any Home owned by Borrower which, when fully completed, shall be used as a model for display to prospective purchasers of Homes built by Borrower in the Approved Subdivision.

1.75 “ Net Worth ” shall mean “tangible net worth,” as such term is used in accordance with GAAP, except that in computing Net Worth any intangible assets (i.e., goodwill, trademarks, patents, copyrights, organizational expenses, and similar intangible items) shall be excluded, but leaseholds and leasehold improvements shall be included.

1.76 “ New Start Request ” shall mean a written request to open a new Construction Loan for financing of the vertical construction of a Home under the Line of Credit (in form and content reasonably satisfactory to Lender) setting forth (among other information) the Type of Home and a description of the Lot in the Approved Subdivision.

1.77 “ Non-Related Party ” shall mean a person or entity that is not a partner, member or other owner of Borrower, nor an officer of, or parent or subsidiary corporation of, any of Borrower’s partners, members or owners or Affiliate, or a person or entity otherwise controlled, directly or indirectly, by Borrower or any of Borrower’s partners, members or owners or Affiliate, or a parent or subsidiary corporation of any of Borrower’s partners, members or owners or Affiliate.

1.78 “ Note ” shall mean that certain Promissory Note payable to Lender dated August 24, 2011, as amended by that certain First Amendment to Promissory Note dated October 20, 2011, and by that certain Second Amendment to Promissory Note of even date herewith, which Note evidences the Line of Credit.

1.79 “ Obligations ” shall mean any and all of the covenants, conditions, warranties, representations, and other obligations (other than to repay the Indebtedness) made or undertaken by Borrower, or any other person or party to the Loan Documents to Lender, the trustee of the Deed of Trust, or others as set forth in (a) the Loan Documents, (b) any other deed, lease, sublease, or other form of conveyance, or (c) any other agreement pursuant to which Borrower is granted a possessory interest in the Land.

1.80 “ Organizational Documents ” shall mean, for any Person which is not an individual, those documents which have been executed and/or filed or recorded in connection with (a) the formation of said entity and the maintenance of the good standing of such entity in each jurisdiction in which said entity is lawfully doing business, and (b) the ownership, management and operation of the business affairs of said entity.

1.81 “ Outstanding Principal Balance ” shall mean the unpaid principal amount of all Advances made by Lender under the Construction Loans and Lot Loans, and amounts drawn and not repaid under a Letter of Credit Loan.

1.82 “ Permitted Expenses ” shall mean, for any fiscal year of Borrower for the Approved Subdivision financed by the Loan made hereunder, all costs and expenses incurred by Borrower for each said Approved Subdivision during such year in the ordinary course of Borrower’s business, including but not limited to (a) payroll, (b) business income, and other taxes and real and personal property taxes and assessments, and fees and expenses, (c) insurance premiums, (d) all other costs and expenses, including capital expenditures and overhead allocations approved by Lender, required to be made by Borrower in the ordinary course of business, and (e) payments during such fiscal year into reserve funds and accounts for future costs, expenses and payments referred to in clauses (a)-(d) above, in accordance with prudent business practices. Except as may otherwise be approved by Lender, and except such payments may be permitted under Section 10.26 hereof, and except for payments to an Affiliate who is acting as the General Contractor for an Approved Subdivision, Permitted Expenses shall in no event include any dividends or any other payments or distributions of any nature to any member, stockholder, venturer or partner, and/or any intercompany advances or loans by Borrower to any Affiliate.

1.83 “ Person ” shall mean any individual, limited liability company, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other form of entity.

1.84 “ Plans and Specifications ” shall mean the master plans and specifications for the development and construction of the Homes, as applicable in an Approved Subdivision, prepared by Borrower or the Design Professional and approved by Lender, by all applicable Governmental Authorities and by any party to a purchase or construction contract with a right of approval, as amended by all amendments and modifications thereof approved in writing by the same, where such approval is required.

1.85 “ Pre-Sold Home ” shall mean a Home with respect to which a Non-Related Party has executed a valid and enforceable Approved Sales Contract for the purchase thereof and any Home reserved under the reservation program of Borrower for the Approved Subdivision (which program has been reviewed and approved by Lender), provided that upon the rescission or cancellation of any such contract for any reason, the Home shall be a Spec Home.

1.86 “ Project ” shall mean all or part of an Approved Subdivision upon which Borrower proposes to construct a particular Type of Home.

1.87 “ Project Construction Documents ” shall mean any and all contracts and agreements entered into between Borrower and each Contractor, Design Professional, and others pertaining to the design, development, construction and completion of the Homes, and all other contracts and/or agreements between Borrower and all contractors, vendors and/or materialmen providing construction services for such Project.

1.88 “ Property ” shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible owned by Borrower pertaining to the Land, including without limitation the Land.

1.89 “ Release Price ” shall mean one hundred percent (100%) of the Home Loan Allocation for the Home to be released, or one hundred percent of the Lot Loan Allocation for the Finished Lot to be released, as applicable, plus applicable loan fees, release fees and filing fees, which sum shall be paid by Borrower to Lender in connection with the release of any Lot and/or Home from the Deed of Trust securing the Loan.

1.90 “ Security Agreement ” shall mean all security agreements, whether contained in the Deed of Trust, a separate security agreement or otherwise creating a security interest in all personal property and fixtures of Borrower (including replacements, substitutions and after-acquired property) now or hereafter located in or upon the Land or Homes, or used or intended to be used in the operation thereof, to secure the Loan.

1.91 “ Spec and Model Cap ” shall have the meaning given to such term in Section 3.5.1 hereof.

1.92 “ Spec Sublimit ” shall have the meaning given to such term in Section 3.5.1 hereof.

1.93 “ Spec Home ” shall mean a Home that is not a Pre-Sold Home (and shall not include a Model Home).

1.94 “ Special Account ” shall mean an account established by Borrower with Lender into which all Advances made directly to Borrower will be deposited.

1.95 “ Special Deposit ” shall have the meaning given to such term in Section 14 hereof.

1.96 “ Subordinate Debt ” shall mean indebtedness and liabilities of Borrower which have been subordinated by written agreement to indebtedness owed by Borrower to Lender in form and substance acceptable to Lender.

1.97 “ Title Commitment ” shall mean the Title Company’s unconditional commitment prior to the recording of a Deed of Trust to issue the Title Insurance.

1.98 “ Title Company ” shall mean the company (and its issuing agent, if applicable) issuing the Title Insurance, which shall be acceptable to Lender in its sole and absolute discretion.

1.99 “ Title Insurance ” shall mean one or more title insurance commitments, binders or policies, as Lender may require, issued by the Title Company, on a coinsurance or reinsurance basis (with direct access endorsement or rights) if and as required by Lender, in the maximum amount of the Loan insuring or committing to insure that the Deed of Trust constitutes a valid first lien covering the Land and Homes subject only to those exceptions which Lender may reasonably approve.

1.100 “ Type of Home ” shall mean each of the various types or styles of homes being constructed by Borrower, the master Plans and Specifications of which have been approved by Lender and shall be referenced as between Lender and Borrower by a name or number to be agreed upon that describes each such Type of Home.

1.101 “ Work in Process Report ” shall mean the quarterly report prepared by each Borrower and submitted to Lender in a form acceptable to Lender detailing the completion status of each Home by Approved Subdivision.

2. THE LINE OF CREDIT.

2.1 Loan Commitment. Lender hereby agrees, subject to the limitations set forth herein, to make Advances under the Line of Credit for Finished Lots, the vertical construction of eligible Homes, and Letters of Credit up to, but not in excess of, at any one time, the lesser of the Borrowing Base Availability or the Line of Credit Limit, and Borrower may borrow such sums under the Line of Credit upon and subject to the terms and provisions of this Agreement.

2.2 Line of Credit Is a Revolving Line of Credit.

2.2.1 The Line of Credit shall constitute a revolving line of credit. From the date of this Agreement through the Line of Credit Termination Date, Lender will issue Letters of Credit and will make Advances to Borrower under the Line of Credit, and the Line of Credit may be drawn, repaid and drawn again through individual Advances in repetition, subject to the Caps and other limitations herein, so long as no Event of Default has occurred and is continuing and Borrowing Base Availability exists under the Line of Credit.

2.2.2 Upon the Line of Credit Termination Date: (a) the only Letters of Credit to be issued will be those submitted for approval on or prior to such date; and (b) the Line of Credit shall convert to a non-revolving line of credit under which Advances will be made only for Finished Lots and Homes for which the New Start Request or Lot Loan Request for an Initial Advance was made on or prior to said Line of Credit Termination Date or to fund draws on an existing Letter of Credit Loan. No Advances shall be made under the Line of Credit to purchase Finished Lots or commence construction of any new Homes pursuant to New Start Requests or Lot Loan Requests submitted to Lender from and after the Line of Credit Termination Date. All sums due and owing under the Line of Credit shall be paid in full on or prior to the Line of Credit Maturity Date.

2.3 Interest. Borrower’s liability for payment of the interest on account of the Line of Credit shall be limited to and calculated with respect to the proceeds of the Line of Credit actually disbursed and outstanding pursuant to the terms of this Agreement and only from the date or dates of such Advances under the Line of Credit.

2.4 Loan Fees . Borrower shall pay to Lender the Loan Fees on the dates set forth in Section 1.64, which Loan Fees are and shall be fully earned and nonrefundable on each such date. Lender may make one or more Advances on the Line of Credit to pay any Loan Fees.

2.5 Maximum Budget Allocation . In no event shall the aggregate Lot Loan Allocations, Home Loan Allocations and Letter of Credit Liability at any one time exceed the Maximum Budget Allocation of $33,000,000.00.

3. CONSTRUCTION LOAN FACILITY ADVANCES .

3.1 Purpose of Advances / Maximum Availability. Advances under the Construction Loan Facility shall be used only to finance the vertical construction of a Home in an Approved Subdivision and shall be disbursed only for the purposes set forth in the Budget. Subject to Borrowing Base Availability, the maximum amount of credit availability for the Construction Loan Facility at any one time shall be the Line of Credit Limit of $22,000,000.00 less: (a) all outstanding Lot Loan Advances, and (b) the principal amount drawn upon and not repaid under all Letters of Credit issued by Lender under the Letter of Credit Facility.

3.2 New Start Requests; Initial Advances. Borrower shall submit a New Start Request at least five (5) Business Days prior to the date the Initial Advance is requested. Lender shall not be required to fund any New Start Requests for which all conditions precedent have not been satisfied (in the reasonable determination of Lender) prior to the funding of the Initial Advance for said Home. Upon Borrower’s New Start Request that is approved for funding under the Line of Credit, Lender agrees, subject to Borrowing Base Availability and availability under the Construction Loan, to thereafter make Advances for said Home pursuant to the terms of this Agreement, unless an Event of Default occurs as specified herein or Borrower fails to comply with the requirements for Advances as specified in the Loan Documents.

3.3 Certain Limitations on Advance Amounts. Notwithstanding any other provision of this Agreement to the contrary, the sum of all outstanding Advances plus the amount of the Home Reserved Allocation for each Home financed hereunder shall not exceed the Home Loan Allocation for said Home. Further, except as otherwise provided herein (including Section 6.6.2), Lender shall not be obligated to make an Advance for an Allocation set forth in the Budget to the extent that the amount of the Advance for such Allocation would, when added to all prior Advances for such Allocation, exceed the total of such Allocation as set forth in the Budget. The Home Loan Allocation for each Home shall mean, with respect to each such Home to be constructed, the least of:

3.3.1 Payment of Actual Costs. The sum of the costs to be advanced by Lender under the Line of Credit as shown in the Budget delivered to Lender with respect to such Home, which schedule shall in all cases include the Appraised Value of the Lot and Home as set forth in the Appraisal.

3.3.2 Loan-to-Value Ratio .


Pre-Sold Home	75	%
Spec Home	70	%
Model Home	70	%

3.3.3 Loan-to-Cost Ratio .


Pre-Sold Home	85	%
Spec Home	80	%
Model Home	80	%

3.4 Extension of Home Loan Due Dates.

3.4.1 Pre-Sold Homes/Spec Homes . Upon compliance with the applicable Extension Conditions, Lender shall extend the Home Loan Due Date (each, the “ Home Extended Due Date ”) for each Spec or Pre-Sold Home for additional 3-month periods (not to exceed a total of two (2) such three-month extension periods); provided, however, that the Advance Rate for such Home shall be reduced by ten percent (10%) of the Home Loan Allocation for such Spec or Pre-Sold Home for each 3-month extension.

3.4.2 Model Homes . Upon compliance with the applicable Extension Conditions, Lender shall extend the Home Loan Due Date or Home Extended Due Date for each Model Home for one additional 12-month period; provided, however, that that the Advance Rate for such Home shall be reduced by ten percent (10%) of the Home Loan Allocation for such Model Home for each 12-month extension.

3.5 Spec and Model Home Limitations . Notwithstanding any other provision of this Agreement to the contrary, the total Spec Homes and Model Homes in each Project shall not exceed the following:

3.5.1 Spec and Model Cap . In no event shall the sum of all outstanding Advances for Spec Homes and Model Homes exceed $10,000,000.00 at any one time (“ Spec and Model Cap ”) less Advances outstanding under any Letter of Credit Loan. In addition, the sum of all outstanding Advances for Spec Homes for each Project shall not exceed $1,500,000.00 at any one time (“ Spec Sublimit ”).

3.5.2 Number of Model Homes . Except for Montecito at Ridgegate, there shall be no more than two (2) Model Homes per Project that Lender is obligated to finance hereunder. There shall be no more than three (3) Model Homes per Project in Montecito at Ridgegate that Lender is obligated to finance hereunder

3.5.3 Out of Compliance Spec Homes . If the contract for a Pre-Sold Home is rescinded or canceled for any reason, the Home shall become a Spec Home. If the Spec and Model Cap and/or the Spec Sublimit are violated as a result of a Pre-Sold Home becoming a Spec Home, Borrower shall have the time period set forth in Section 12.1.2 to bring the Line of Credit into compliance with the Spec and Model Cap and the Spec Sublimit, during which period no new Spec Homes may be started in the Project by Borrower.

3.6 Excess Costs. To the extent that Construction Loan proceeds disbursed or to be disbursed by Lender pursuant to the Allocations under the Budget are insufficient to pay all costs required for the acquisition, development, construction and completion of the Home being financed hereunder, Borrower shall pay such excess costs with funds derived from sources other than the Line of Credit (i.e., Borrower’s own funds). Under no circumstances shall Lender be required to make any Advance in excess of the Line of Credit Limit. No Advance (whether interim or final) shall be made unless all conditions precedent to such Advance have been satisfied.

4. LOT LOAN FACILITY

4.1 Purpose of Advances / Maximum Availability. Advances under the Lot Loan Facility shall be used only to finance Finished Lots in an Approved Subdivision. Subject to Borrowing Base Availability, the maximum amount of credit availability for the Lot Loan Facility at any one time shall be $2,000,000.00.

4.2 Advance. Borrower shall submit an Lot Loan Request for a new Lot Loan at least ten (10) Business Days prior to the date funding of the Initial Advance on a Lot Loan is requested. Lender shall not be required to fund any new Lot Loan for which all conditions precedent have not been satisfied (in the reasonable determination of Lender) prior to the funding of the Initial Advance for said Finished Lot. Upon approval of each new Lot Loan for funding under the Line of Credit, Lender agrees, subject to Borrowing Base Availability and availability under the Lot Loan, to thereafter make Advances for said Finished Lot pursuant to the terms of this Agreement, unless an Event of Default occurs as specified herein or Borrower fails to comply with the requirements for Advances as specified in the Loan Documents.

4.3 Certain Limitations on Advance Amounts. Notwithstanding any other provision of this Agreement to the contrary, the amount Advanced for each Finished Lot financed hereunder shall not exceed the Lot Loan Allocation for said Finished Lot. The Lot Loan Allocation for each Finished Lot shall mean the least of:

4.3.1 Loan-to-Value Ratio . 65% of the Appraised Value of the Finished Lot.

4.3.2 Loan-to-Cost Ratio . 65% of the cost of the Finished Lot

4.4 Extension of Finished Lot Due Dates . Upon compliance with the applicable Extension Conditions, Lender shall extend the Lot Loan Due Date or extended due date for each Finished Lot for additional 3-month periods (not to exceed a total of two (2) such three-month extension periods); provided, however, that the Advance Rate for such Finished Lot shall be reduced by ten percent (10%) of the Lot Loan Allocation for such Finished Lot for each 3-month extension.

4.5 Excess Costs. To the extent that Lot Loan proceeds disbursed or to be disbursed by Lender are insufficient to pay all costs required for the Finished Lot being financed hereunder, Borrower shall pay such excess costs with funds derived from sources other than the Line of Credit (i.e., Borrower’s own funds). Under no circumstances shall Lender be required to make any Advance in excess of the lesser of the Line of Credit Limit or the Lot Loan Facility at any one time. No Advance shall be made unless all conditions precedent to such Advance have been satisfied.

5. LETTER OF CREDIT FACILITY

5.1 Issuance of Letters of Credit . Provided that no Event of Default then exists, Lender agrees, subject to the following additional conditions, to issue one or more Letters of Credit with the aggregate Letter of Credit Liability not to exceed $500,000.00 from time to time. The amount of the aggregate Letter of Credit Liability under the Letter of Credit Facility at any time shall be accounted for and reduce credit availability under the maximum Line of Credit Limit.

5.2 Term of Letters of Credit . Each Letter of Credit shall have a stated maturity not to exceed twelve (12) months from the date of issuance; provided, however, upon compliance with the Extension Conditions, each Letter of Credit shall be renewable for an additional twelve (12) month term.

5.3 Disbursements / Liability Under a Letter of Credit . Any amounts disbursed by Lender under a Letter of Credit at any time and from time to time shall be deemed an Advance under the Letter of Credit Loan, shall be evidenced by the Note, and shall reduce credit availability under the Spec and Model Cap. Each Advance made under the Letter of Credit Facility shall be due and payable ten (10) Business Days after the date of such Advance. If any Letter of Credit is outstanding but undrawn on the Business Day immediately preceding its stated maturity date (or if an amount has then been drawn on a Letter of Credit which has not been reimbursed or repaid), Lender may demand delivery of cash collateral in an amount equal to the then outstanding Letter of Credit Liability, and such cash collateral may be retained by Lender until such time as the Letter of Credit Liability is reduced to $0. Lender may apply such cash collateral to the payment of any amounts thereafter drawn on the Letters of Credit that have not been reimbursed or repaid to Lender by Borrower. The failure to deliver such cash collateral within ten (10) days of demand shall constitute an immediate Event of Default under the Loan Documents. The repayment of any draws on the Letters of Credit shall be secured by the Loan Documents, and, so long as any Letter of Credit is outstanding, Lender shall not be required to issue a full release of the Loan Documents. There shall be no separate Letter of Credit Fee charged for making the Letter of Credit Loan available, and any such Letter of Credit Fee is included in the Loan Fee.

5.4 Automatic Advance of Note . Upon the occurrence of an Event of Default and acceleration of the Line of Credit, an amount equal to the difference between (i) the outstanding amount

of the letters of credit and (ii) the balance of any cash collateral account established pursuant to section 5.3 above shall immediately be advanced against the Note, and the proceeds of such Advance shall be held by Lender in a special Letter of Credit Collateral Account as additional collateral for the letter(s) of credit. Borrower’s failure to immediately repay the amount of such Advance upon notice of the Advance being given to Borrower by Lender, shall constitute an Event of Default under the Note and under this Agreement.

6. CONDITIONS TO LOAN ADVANCES AND ADVANCE PROCEDURES.

6.1 Conditions to Initial Advance, Closing of New Lot Loans and Issuance of Letters of Credit. The obligation of Lender to make an Initial Advance under either a Construction or Lot Loan, or to issue a Letter of Credit under the Letter of Credit Facility, is subject to the prior or simultaneous occurrence of each of the following conditions:

6.1.1 Lender shall have received from Borrower all of the Loan Documents duly executed by Borrower including, without limitation, a Deed of Trust encumbering the Lot which is the subject of the New Start Request or Lot Loan Request.

6.1.2 Lender shall have received evidence from Borrower of Borrower’s satisfaction of the closing conditions set forth in Section 8 hereof applicable to the Loan and to each new Approved Subdivision.

6.1.3 Lender shall have received the Title Commitment, at the sole expense of Borrower and, if requested by Lender, Borrower shall furnish Lender (at Borrower’s cost and expense) such title endorsements as may be reasonably required by Lender under the Title Policy for the Deed of Trust.

6.1.4 Lender shall have received payment of any and all Loan Fees due and payable for the Line of Credit.

6.1.5 Availability shall exist as demonstrated by the Borrowing Base Certificate at the time of the Initial Advance request.

6.1.6 The Loan Documents shall be and remain outstanding and enforceable in accordance with their terms.

6.1.7 The representations and warranties made by Borrower in this Agreement and in all other Loan Documents shall be true and correct in all material respects as of the date of each Advance.

6.1.8 The covenants made by Borrower in this Agreement and in all other Loan Documents shall have been fully complied with in all material respects, except to the extent such compliance may be limited by the passage of time or the completion of construction of the applicable Home under the Loan.

6.1.9 There shall exist no Event of Default by any obligated party (other than Lender) under the Loan Documents.

6.2 Timing of Advances.

6.2.1 Borrower may request daily Interim Advances on each Loan (each, an “ Interim Advance Request ”) by submitting to Lender no more than two (2) Interim Advance Requests per

calendar month, which Interim Advance Requests shall be submitted at least five (5) Business Days prior to the date each such Advance is requested to be funded. Except with respect to Catch-Up Advances made on a Construction Loan, Lender shall not be required to fund any Interim Advance sooner than five (5) days after the last Advance has been disbursed.

6.2.2 Notwithstanding Section 6.2.1, Borrower may request one or more Catch-Up Advances at any time, even if Borrower has already submitted two (2) Interim Advance Requests to Lender in that calendar month for such Construction Loan. Lender will fund Catch-Up Advances one (1) Business Day after the date each such Catch-Up Advance is requested.

6.2.3 No Advances shall be made after the Line of Credit Maturity Date. Each Interim Advance Request shall be made at the office of Lender. No Initial Advance shall be made after the Line of Credit Termination Date unless a New Start Request or Lot Loan Request has been made before such date, and no Advances shall be made:

(a) to finance the construction of a Home after the Home Loan Due Date (as extended) for such Home; or

(b) to finance a Finished Lot after the Lot Loan Due Date (as extended) for such Lot.

6.3 Conditions to All Construction Loan Advances. In addition to the conditions for Initial Advances set forth in Section 6.1 above, the obligation of Lender to make any Advance under any Construction Loan, including an Initial Advance, shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions. It is expressly provided that Lender may, in its sole and absolute discretion waive, delay or postpone the satisfaction of any of the following conditions either as to any specific Advance or as to all Advances; provided, however, that Lender’s agreement to waive, delay or postpone the satisfaction of any condition shall not prejudice Lender’s right to thereafter reinstate such condition or conditions as to any subsequent Advance. Lender may impose additional requirements as conditions to its consent to waive, delay or postpone satisfaction of any of the following conditions as Lender may, in its sole discretion, deem appropriate or prudent at the time in the event circumstances materially change in Lender’s discretion.

6.3.1 Lender shall not have received or been served with a stop notice, whether or not accompanied by a bond as may be provided for under applicable law, which has not been released, withdrawn or for which Borrower has not furnished any bond that may be provided for under applicable law reasonably satisfactory to Lender to indemnify Lender from all loss, cost or expense with respect to such lien or stop notice or other security as provided for herein, nor shall Lender have received any notice of any of any material adverse proceedings, whether administrative, judicial or otherwise, against the Borrower or the Property.

6.3.2 Except in connection with an Initial Advance, Lender shall have received a Draw Request Form for such Advance, completed, executed and sworn to by Borrower. To the extent approved by Lender and included in the applicable Budget, such expenses may be paid from the proceeds of the Loan.

6.3.3 Each Borrowing Base Certificate under any Loan shall be accompanied by an “Unconditional Waiver and Release Upon Progress Payment” or an “Unconditional Waiver and Release Upon Final Payment”, as appropriate, in the prescribed statutory form and approved by Lender, executed by Borrower.

6.3.4 If requested by Lender, Borrower shall submit copies of statements, bills or invoices with respect to any soft costs included on any Draw Request Form.

6.3.5 The Home shall not have been materially (i.e, not more than 20% of Appraised Value) injured, damaged or destroyed by fire or other casualty, nor shall any part of the Home or Property be subject to condemnation proceedings or negotiations for sale in lieu thereof.

6.3.6 All work typically done at the stage of construction when the Advance is requested shall have been done, and all materials, supplies, chattels and fixtures typically furnished or installed at such stage of construction shall have been furnished or installed.

6.3.7 All personal property not yet incorporated into the Home, but which is to be paid for out of such Advance, must then be located upon the Lot on which such Home is to be constructed, secured in a method acceptable to Lender, and Lender shall have received evidence thereof.

6.3.8 Lender shall have received (in form and content reasonably satisfactory to Lender) an inspection report prepared by the Inspecting Person with respect to each requested Advance.

6.3.9 Borrower shall have fully completed (to the extent applicable), signed and delivered to Lender the Draw Request Form.

6.4 Disbursement by Journal Entry or Direct Payment to Third Parties. Lender may, in Lender’s discretion, disburse Construction Loan proceeds by journal entry to pay interest and financing costs for any Construction Loan made pursuant to this Agreement and to pay any other amounts payable by Borrower to Lender or for any other purpose set out in the applicable Budget, and Lender may, after notice to Borrower, disburse Loan proceeds directly to third parties to pay costs or expenses required to be paid by Borrower in connection with the construction of the Home financed under the applicable Loan or for any other purpose set forth in the Budget for such Loan. Loan proceeds disbursed by Lender by journal entry to pay interest or financing costs, and Loan proceeds disbursed directly by Lender to third parties to pay costs or expenses required to be paid by Borrower shall constitute Advances to Borrower. Lender may, but shall not be required to, disburse loan proceeds to pay interest when due and payable.

6.5 Final Advances for All Construction Loans.

6.5.1 Loan Final Advances. The obligation of Lender to make the Final Advance for the construction of a Home under each Loan is subject to the satisfaction of all of the conditions set forth herein and the following further conditions precedent (provided that Lender may in its sole and absolute discretion waive, delay or postpone satisfaction of any of the following conditions, but Lender’s consent to waive, delay or postpone satisfaction of any of the following conditions shall not prejudice Lender’s right to thereafter reinstate such conditions, and Lender may impose additional requirements as conditions to its consent to waive, delay or postpone satisfaction of any of the following conditions as Lender may, in its reasonable discretion, deem appropriate or prudent at the time):

(a) No Mechanic’s Liens. Mechanic’s and/or materialmen’s liens shall have been filed against the Property or Borrower shall have obtained satisfactory releases of all liens which may have been filed or shall have bonded over said liens as provided in Section 8.23 of this Agreement.

(b) Legal Compliance. Certification by Borrower of completion of the construction of the subject Home in substantial accordance with the Plans and Specifications, by such inspection and investigation as Lender may require;

(c) Governmental Requirements. If requested by Lender, Lender shall have received evidence reasonably satisfactory to it that all Governmental Requirements and nongovernmental requirements regarding the construction and completion of each such Home have been satisfied.

(d) Date Down Endorsement. Borrower shall deliver a date-down endorsement reasonably satisfactory to Lender (showing no new liens other than excepted liens or those otherwise permitted herein after, approved by Lender). If requested by Lender, evidence that a Title Insurer approved by Lender is in a position to issue to Lender its ALTA rewrite policy of title insurance for such Home with a ALTA Form 100 Endorsement undeleted, ALTA Form 116 Endorsement, if requested, and, at Lender’s discretion, an ALTA Form 101.3 or 101.13 Endorsement attached, provided, however, if the designated ALTA endorsement form is not customarily used by the Title Company, an equivalent ALTA form of endorsement or special endorsement may be used in lieu of such designated ALTA endorsement form;

6.6 Schedule of Disbursements.

6.6.1 Interim Advances will be made on the basis of the percentage of completion of each Home as determined and verified by Lender and the Budget. When any Interim Advance requested by Borrower is less than the amount available to Borrower based on the percentage of completion of the Home as determined by Lender or the Inspecting Person, Borrower shall be entitled to receive one or more additional Interim Advances (each a “ Catch-Up Advance ”) provided that the aggregate amount of all Advances on a Construction Loan, including Catch-Up Advances, shall not at any time exceed the lesser of the percentage of completion of the Home or the Home Loan Allocation.

6.6.2 Funds shown in any Budget for “Contingency” shall be disbursed upon receipt by Lender of a written request for such funds from Borrower based on percentage of completion.

6.7 Offsite Materials . Lender shall not be required to advance Loan proceeds to pay for any materials until they are delivered to the Lot and installed in the Home. If, in Lender’s reasonable discretion, Lender approves any request for an Advance that includes the cost of materials that are stored or housed at a location other than the Property or that have not been installed in the Home (“ Offsite Materials ”), such request shall include at the option of Lender each of the following:

6.7.1 evidence that Borrower has paid for the Offsite Materials or will cause payment to be made promptly upon receipt of the Advance;

6.7.2 if the Offsite Materials are stored at the facilities of the supplier of the Offsite Materials (“ Offsite Supplier ”), a written statement from the Offsite Supplier that the Offsite Materials have been segregated from other materials in the Offsite Supplier’s storage facility and have been marked with the name of Borrower. Such statement shall also include the Offsite Supplier’s acknowledgment of (a) the right of Lender to enter the Offsite Supplier’s storage facility at reasonable times for the purpose of inspecting or, after the occurrence of an Event of Default, removing the Offsite Materials and (b) Lender’s security interest in the Offsite Materials;

6.7.3 if the Offsite Materials are stored in a place other than the facilities of the Offsite Supplier, a written statement from the bailee or other custodian acknowledging (a) the right of Lender to enter the site where the Offsite Materials are stored at reasonable times for the purpose of inspecting or, after the occurrence of an Event of Default, removing the Offsite Materials and (b) Lender’s security interest in the Offsite Materials;

6.7.4 certificates of insurance showing the Offsite Materials to be insured as required by the Agreement and showing Lender as loss payee; and

6.7.5 as requested by Lender, evidence that Borrower has paid all personal property taxes applicable to the Offsite Materials. In no event shall Lender be required to make payment for Offsite Materials until such time as Lender has inspected and approved the Offsite Materials or expressly waived the requirement for such inspection and approval.

6.8 Advance Not A Waiver. No Advance of the proceeds of any Loan shall constitute a waiver of any of the conditions of Lender’s obligation to make further Advances under said Loan, nor, in the event Borrower is unable to satisfy any such condition, shall any such Advance under any Loan have the effect of precluding Lender from thereafter declaring such inability to be an Event of Default.

6.9 Advance Not An Approval. The making of any Advance or part thereof under any Loan shall not be deemed an approval or acceptance by Lender of the work theretofore done for the Home. Lender shall have no obligation to make any Advance or part thereof under any Loan after the happening and during the continuance of any Event of Default, but shall have the right and option so to do; provided, however, that if Lender elects to make any such Advance, no such Advance shall be deemed to be either a waiver of the right to demand payment of the Loan, or any part thereof, or an obligation to make any other Advance under said Loan.

6.10 Time and Place of Advances. All Advances under each Loan are to be made at the office of Lender, or at such other place as Lender may designate, and Lender shall require five (5) days’ prior notice in writing before the making of any such Advance under any Loan. Except as set forth in this Agreement, all Advances under each Loan are to be made by direct deposit into the Special Account. In the event Borrower shall part with or be in any manner whatever deprived of Borrower’s interests in and to the Land made hereunder, Lender may, at Lender’s option but without any obligation to do so, continue to make Advances under said Loan, and subject to all of the terms and conditions of the Loan documents, to such person or persons as may succeed to Borrower’s title and interest and all sums so disbursed shall be deemed Advances under said Loan and secured by the Deed of Trust and all other liens or security interests securing said Loan.

6.11 Inspections. Borrower shall submit to Lender an Interim Advance Request when funding is requested under the Loan. Lender or the Inspecting Person will inspect the Home for which an Interim Advance Request has been received for purposes of evaluating the status of construction and expenses incurred, of determining whether work has been performed substantially in accordance with the applicable Plans and Specifications and the Loan Documents, and of determining that construction and expenses are progressing within the applicable Budget. Based upon the inspection by Lender or the Inspecting Person and Lender’s evaluation, Lender shall, subject to satisfaction of all conditions precedent with respect thereto set forth herein, fund said Interim Advance Request for the Home financed under the applicable Loan for which an Interim Advance Request has been received.

6.12 Use of Loan Proceeds. In addition to any and all rights of Lender and obligations of Borrower hereunder, Borrower acknowledges and agrees that all Construction Loan proceeds shall be utilized by Borrower solely for the construction of the Home and Borrower shall have no right to be paid any Loan proceeds to be applied for any other use or purpose.

7. PAYMENTS AND PARTIAL RELEASES.

7.1 Payment of Interest . Borrower shall make monthly payments of interest on the Outstanding Principal Balance as set forth in the Note. All outstanding principal and accrued interest, as well as all other amounts provided for under the Loan Documents, are due and payable in full on the Line of Credit Maturity Date.

7.2 Voluntary Prepayments; Partial Release Payments.

7.2.1 Voluntary Prepayments. Borrower may at its option prepay the Outstanding Principal Balance at any time in whole or in part without premium or penalty. Upon any voluntary prepayment of the principal amount of the Line of Credit or any portion thereof, accrued interest on the principal amount prepaid to the date of prepayment shall be paid concurrent with such principal prepayment; provided, however, that a prepayment pursuant to Section 7.2.2 shall not constitute a prepayment pursuant to this Section 7.2.1.

7.2.2 Payments as the Result of Home Sales. Lender agrees to release individual Homes and Lots from the Deed of Trust that are financed under the Line of Credit upon payment by Borrower to Lender of the Release Price. However, on and after any uncured Event of Default, receipt and acceptance by Lender of the Release Price following an Event of Default shall not be deemed to be a waiver by Lender of any Event of Default. Upon payment by Borrower of the Release Price, Lender will have prepared and will execute and deliver a partial release, in recordable form, of the Deed of Trust and a UCC-3 partial release (if applicable) in the form required by Lender. Upon the payment of the Release Price, the Home Loan Allocation attributable to the Home being released, or the Lot Loan Allocation attributable to the Lot being released, shall no longer be reserved against the Maximum Budget Allocation.

7.2.3 Conversion of Lot Loan to Construction Loan . At the time a Finished Lot is approved for funding of vertical construction under the Construction Loan Facility, availability under the Lot Loan Facility shall be reduced by the Lot Loan Allocation for such Finished Lot and availability under the Construction Loan Facility shall be increased by the Home Loan Allocation for such Finished Lot.

7.3 General Provisions for the Sale of Homes.

7.3.1 Sale Requirements. For purposes of this Agreement, a sale of a Home is considered to occur only if an Approved Sales Contract is executed which meets the requirements of this Agreement. For purposes of this Agreement, a sale is considered to close, or close of title occurs, only when title to the Home passes to the buyer and Borrower receives full payment in cash of all Net Sale Proceeds of the sale. Borrower may enter into sales of Homes in the ordinary course of business with bona fide third-party buyers without Lender’s prior written consent if an Approved Sales Contract which conforms to the requirements of this Agreement is executed. Lender will release a Home from the Deed of Trust upon Borrower’s compliance with the requirements of Section 7.4; provided, however, that following an uncured Event of Default, Lender shall have no obligation to release any Home from the Deed of Trust unless and until Borrower is in compliance with the sale requirements set forth in this Section in connection with the sale and release of said Home.

7.3.2 Default. If an Event of Default has occurred hereunder and is continuing, Lender may make written demand on Borrower to submit all future Approved Sales Contracts together in each instance with all accompanying financial statements and other information that Borrower may have pertaining to the prospective buyer for Lender’s approval prior to execution. Borrower shall immediately comply with any such demand by Lender.

7.3.3 Buyer Financing. Borrower acknowledges that Lender has not, by this Agreement, committed to provide any financing to or for any buyers of any individual Homes.

7.4 Partial Releases. Borrower shall have the right to obtain partial releases under the Line of Credit of the completed Homes and of Lots from the Lien of the Deed of Trust subject to the following terms and conditions:

7.4.1 Borrower shall submit to Lender a Lot and block description of the portion of the Property to be released, together with information as Lender may reasonably request.

7.4.2 Borrower shall pay the Release Price to Lender and satisfy the requirements and conditions for a release under this Agreement.

7.4.3 If Lender accepts any payment or issues any partial release, it shall not affect (i) Borrower’s obligation to repay all amounts which are owing under the Loan Documents or (ii) any portion of the Property secured by the Deed of Trust which is not released. If Lender does not require satisfaction of all of the conditions described above before releasing one or more Homes or Lots, that alone shall not be a waiver of such conditions, and Lender reserves the right to require their satisfaction in full before releasing any further Homes from the Deed of Trust or before making any further Advances under the Loan.

7.4.4 To the extent mandatory or voluntary payments are made to reduce the amount of indebtedness represented by the Note, and no partial release is requested hereunder at the time of such payments or within a reasonable time thereafter, the amount of such payments shall not constitute a credit to Borrower against the Release Price specified herein for future releases should requests therefor be made.

7.4.5 No portion of any Property shall be released from the Deed of Trust which will prevent a reasonable means of ingress and egress to the portions of said Property not yet released that is satisfactory to Lender in its sole discretion

7.5 Mandatory Prepayments.

7.5.1 If at any time the ratio of (a) the Outstanding Principal Balance under the Line of Credit (exclusive of all Initial Advances) to (b) the product of the percentage of completion of the Homes plus Finished Lots multiplied by the difference between (i) the applicable Home Loan Allocation(s) for said Home minus (ii) the Initial Advance for said Home, is greater than 1.00 to 1.00, then Borrower shall forthwith deposit with Lender an amount equal to the sum by which the Outstanding Principal Balance exceeds such ratio.

7.5.2 Borrower will repay on demand from time to time any part of the Line of Credit outstanding at any one time, excluding Letters of Credit that have not been drawn, which exceeds the Borrowing Base Availability.

8. CLOSING CONDITIONS AND CONDITIONS TO FUTURE LOANS AND ADVANCES . The obligations of Lender to make any Initial Advance to Borrower for construction of Homes in any Approved Subdivision; to make future Initial Advances for new subdivisions which may be approved prior to the Line of Credit Termination Date; to make any new Lot Loan; to issue any Letter of Credit; and to perform the remainder of its obligations under this Agreement are expressly conditioned upon the receipt and reasonable approval by Lender of each of the following items and the satisfaction by Borrower of the following conditions either prior to the closing of the Line of Credit, as indicated, or prior to the funding of each Initial Advance approved by Lender thereafter:

8.1 Agreements . Prior to the Closing Date of this Line of Credit, if requested by Lender, one true, correct and complete copy of each of Borrower’s agreements with any other parties providing contracting, architectural, design or engineering services for each Approved Subdivision, including without limitation, the Architect’s Agreement. In addition, as to each Approved Subdivision, one true, correct and complete copy of:

8.1.1 If requested by Lender, each major subcontract (i.e. those in excess of $100,000.00) relating to the construction of the Home entered into by Borrower, Contractor or any contractor, as the case may be, and

8.1.2 If requested by Lender, each Design Professional’s agreement, if any, with Borrower pertaining to the Approved Subdivision. Each agreement described herein shall be in form and substance reasonably satisfactory to Lender, and the contract price shall be within the budgeted amounts contemplated by the applicable Budget(s) and otherwise satisfactory to Lender in all respects. The beneficial interest under any and all said agreement shall have been assigned to Lender pursuant to the Assignment of Agreements.

8.2 Appraisal . A master Appraisal of each Type of Home in form and content reasonably satisfactory to Lender.

8.3 Inspection Reports . If requested by Lender, as to each Approved Subdivision, a copy of all inspection and test reports made by or for Borrower, including but not limited to geotechnical (soils) tests and reports and any environmental site assessments.

8.4 Authorizations . If requested by Lender, as to each Approved Subdivision, Lender shall have received evidence of compliance with all Governmental Requirements.

8.5 Title Report . As to each Lot, the Preliminary Title Report and evidence reasonably satisfactory to Lender that the Title Company is prepared to issue the Title Insurance and copies of recorded documents such as easements, liens or other matters of public record or known to Borrower affecting the Property.

8.6 Insurance . As to each Lot, the certificates of insurance or copies of the policies of insurance required in accordance with the terms of this Agreement by Lender.

8.7 Organizational Documents . At or before the Closing Date of this Line of Credit, each Borrower shall have submitted to Lender:

8.7.1 a copy of the Organizational Documents, duly certified by Borrower to be true, correct and complete in all respects,

8.7.2 a certificate issued by the Secretary of State of each State in which Borrower is doing business, certifying that Borrower is in good standing under the laws of each said State,

8.7.3 a consent authorizing the execution and delivery the Loan Documents to which Borrower is a party.

8.8 Flood Zone . As to each Lot, evidence reasonably satisfactory to Lender as to whether:

8.8.1 the Lot is located in an area designated by the Department of Housing and Urban Development as having special flood or mudslide hazards, and

8.8.2 the community in which the Lot is located is participating in the National Flood Insurance Program.

8.9 Soils Tests . If requested by Lender, as to each Approved Subdivision, a soils test report prepared by a licensed soils engineer within twelve (12) calendar months of the date of this Agreement, satisfactory to Lender and showing the locations of, and containing boring logs for, all borings, together with recommendations for the design of the foundations, paved areas and underground utilities for the Approved Subdivision.

8.10 Utilities . If requested by Lender, as to each Approved Subdivision, evidence reasonably satisfactory to Lender, which may be in the form of letters from local utility companies or local authorities, that: (a) telephone service, electric power, storm sewer, sanitary sewer and water facilities are available to the Lot; (b) such utilities are adequate to serve the Lot and exist at the boundary of each Lot; and (c) no conditions exist to materially adversely affect Borrower’s right to connect into and have unlimited use of such utilities except for the payment of a normal connection charge and except for the payment of subsequent charges for such services to the utility supplier.

8.11 Taxes, Etc . As to each Lot, evidence satisfactory to Lender that all real estate taxes, assessments, water, sewer or other charges levied or assessed against the Lot except those not yet due or payable, have been paid in full, except as otherwise permitted and subject to the contest rights provided in this Agreement.

8.12 Environmental Assessment . An environmental assessment report for each Approved Subdivision, performed by an environmental engineer that is acceptable to Lender, and which assessment shall be in form and substance satisfactory to Lender, in Lender’s reasonable discretion.

8.13 Financial Statements . Current financial statements of Borrower as of the most recent reporting dates as provided in Section 11.

8.14 Non-Foreign Certificate . If requested by Lender, a certificate of Non-Foreign Status for Borrower.

8.15 Closing Costs . The payment of reasonable attorneys’ fees, appraisal fees, title insurance premiums and other closing costs incurred by Lender in connection with the closing of the Loan.

8.16 Cost Review . As to each new Construction Loan, Lender’s receipt, review and approval of an independent cost review.

8.17 Final Plat Map . Lender shall have received a copy of all recorded subdivision or plat maps of the Approved Subdivision (to the extent required by Governmental Requirements) by all Governmental Authorities, if applicable, and legible copies of all instruments representing exceptions to the state of title to the Property.

8.18 Legal Opinion . At or before the Closing Date of this Line of Credit, at the option of Lender, Lender shall have received from counsel for Borrower, a favorable written opinion as to all or any of the following (as determined by Lender):

8.18.1 the due execution and delivery of the Loan Documents;

8.18.2 such counsel’s knowledge of pending or threatened material litigation or governmental or regulatory proceedings against Borrower;

8.18.3 valid formation and existence of Borrower, if applicable,

8.18.4 such other matters incidental to the formation and continued existence and good standing of Borrower or other customary matters relating to the transactions herein contemplated as Lender may request, and the enforceability of the Loan Documents against Borrower.

8.19 Cost Breakdowns . Lender shall have received from Borrower the Budget for the applicable Home Type in each Approved Subdivision.

8.20 Job Progress Schedule . As to each Construction Loan, if requested by Lender, a schedule of construction progress with the anticipated commencement and completion dates of each phase of construction and the anticipated date and amounts of each Advance for the same.

8.21 Site Plan . As to each Approved Subdivision, at Lender’s request, Borrower shall deliver to Lender a site plan showing the location of each Home on its respective Lot.

8.22 Payment of Costs . As applicable, Lender shall have received from Borrower evidence that such sums for insurance, taxes, expenses, charges and fees customarily required or recommended by Lender or any Governmental Authority, corporation, or person guaranteeing, insuring or purchasing, committing to guaranty, insure, purchase or refinance the Loan or any portion thereof have been paid.

8.23 Compliance Certificate . If requested by Lender, Lender shall have received a compliance certificate verifying the veracity of certain representations and warranties of Borrower under this Agreement.

8.24 Other Items . As to each Construction Loan, such other instruments, evidence or certificates as Lender may reasonably request.

9. WARRANTIES AND REPRESENTATIONS. Borrower hereby unconditionally warrants and represents to Lender, as of the date hereof and at all times during the term of the Agreement, as follows for each Loan and all Advances of proceeds thereunder for Home:

9.1 Plans and Specifications. To Borrower’s actual knowledge, the respective Plans and Specifications for the Homes are in compliance in all material respects with all Governmental Requirements and, to the extent required by Governmental Requirements or any effective restrictive covenant, have been approved by each Governmental Authority and/or by the beneficiaries of any such restrictive covenant affecting the Approved Subdivision.

9.2 Governmental Requirements. No material violation of any Governmental Requirements exists with respect to the Approved Subdivision or Lot and Borrower is not in default in any material respect with respect to any Governmental Requirements.

9.3 Utility Services. All utility services of sufficient size and capacity necessary for the construction of the Home and the use thereof for their intended purposes are available at the property line(s) of the Land for connection to the Home, including potable water, storm and sanitary sewer, gas, electric and telephone facilities.

9.4 Access. All roads necessary for the full utilization of the Home for their intended purposes have been or will be completed and have been dedicated to the public use and accepted by the appropriate Governmental Authority or, in the alternative, easements providing legal access to a publicly dedicated road have or will be recorded.

9.5 Financial Statements. Each financial statement of Borrower delivered heretofore, concurrently herewith or hereafter to Lender was and will be prepared in conformity with GAAP, or other good accounting principles reasonably approved by Lender, applied on a basis consistent with that of previous statements and completely and accurately disclose the financial condition of Borrower (including all contingent liabilities) as of the date thereof and for the period covered thereby, and there has been no Material Adverse Effect in Century’s financial condition subsequent to the date of the most recent financial statement of Century delivered to Lender.

9.6 Statements. No certificate, statement, report or other information delivered heretofore, concurrently herewith or hereafter by Borrower to Lender in connection herewith, or in connection with any transaction contemplated hereby, contains or will contain any untrue statement of a material fact or fails to state any material fact necessary to keep the statements contained therein from being misleading, and same were true, complete and accurate in all material respects as of the date thereof.

9.7 Disclaimer of Other Financing. Borrower acknowledges and agrees that Lender has not made any commitments, either express or implied, to extend the term of the Loans (unless otherwise expressly set forth herein) past its stated maturity date.

9.8 Interstate Land Sales Act. Borrower’s development of the Lots and the sale or lease of the Lots by Borrower are exempt from the registration and any requirements of the Interstate Land Sales Full Disclosure Act and the regulations promulgated thereunder.

9.9 No Other Lending or Debt. Except as disclosed to Lender in writing, and subordinated to and approved by Lender, or except as set forth in the Budget, there shall be no third-party debt on the Property or incurred by Borrower (except Century), other than trade debt in the ordinary course of business, and Borrower (except Century) shall not make loans or advances of its funds or Loan funds to any third party or to any Affiliate or any distributions or return of capital or investment to any member or shareholder of Borrower if such loan or advance or distribution or return of capital or investment would result in the violation of any covenant contained in this Agreement. Lender shall have the right, but not the obligation, to declare an Event of Default under the Loan if (a) there are any material uncured monetary or non-monetary defaults on any debt obligations on any other loans by Lender to Borrower), or (b) any Borrower (except Century) shall make any loans, advance any of its funds or the Loan funds to any third party or to any Affiliate, or any distributions or returns of capital or investment to any member or shareholder of Borrower in violation of the terms of this Agreement.

9.10 No Consent. Except as disclosed in the Disclosure Certificate, Borrower’s execution, delivery and performance of the Note and the Loan Documents, including this Agreement, to which Borrower is a party do not require the consent or approval of any owner, member, venturer, partner, or of any stockholder of or partner in any of the owners, members, venturers or partners of Borrowers, or of any other Person which has not been obtained, including but not limited to any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof, except where the failure to obtain such consent or approval would not have a Material Adverse Effect on Century.

9.11 Investments and Guaranties. At the date of this Agreement, no Borrower (except Century) has made investments in, advances to or guaranties of the obligations of any Person, except as reflected in the financial statements or disclosed to the Lender in the Disclosure Certificate and except as otherwise permitted by this Agreement.

9.12 Liabilities; Litigation. Except for liabilities incurred in the normal course of business, Borrower has any no material (individually or in the aggregate) liabilities, direct or contingent, except as

disclosed or referred to in the financial statements or as disclosed to the Lender in the Disclosure Certificate at the date of this Agreement there is no litigation, legal, administrative or arbitral proceeding, investigation or other action of any nature pending or, to the knowledge of Borrower, threatened against or affecting Borrower which (a) challenges the validity of this Agreement, the Note or any of the other Loan Documents or (b) involves the possibility of any judgment or liability not fully covered by insurance, and which would have a Material Adverse Effect on Century.

9.13 Titles, Etc. Borrower has good title to its respective material (individually or in the aggregate) Property, free and clear of all Liens except (a) Liens referred to in the financial statements, (b) Liens and minor irregularities in title which do not interfere with the occupation, use, or enjoyment by Borrower of any of the Property in the normal course of business as presently conducted or impair the value thereof for such business, except for liens having a Material Adverse Effect on Century, (c) Liens disclosed to the Lender in the Disclosure Certificate or Title Insurance, (d) Liens otherwise permitted or contemplated by this Agreement or the other Loan Documents, or (e) Excepted Liens.

9.14 Defaults. Borrower is not in default beyond the expiration of all applicable grace periods under any material loan or credit agreement, indenture, mortgage, deed of trust, security agreement or other agreement or instrument evidencing or pertaining to any Debt of Borrower to Lender, or under any material agreement or other instrument to which Borrower is a party or by which Borrower is bound pertaining to an Approved Subdivision and that no Event of Default hereunder has occurred and is continuing.

9.15 Securities Exchange Act of 1934. No Borrower (a) is required to file reports under Section 15(d) of the Securities Exchange Act of 1934, or (b) has securities registered under Section 12 of the Securities Exchange Act of 1934. None of the proceeds of the Loan will be used directly or indirectly to fund a personal loan to or for the benefit of a director or executive officer of a Borrower. Borrower will notify Lender promptly upon a Borrower (i) being required to file reports under Section 15(d) of the Securities Exchange Act of 1934, or (ii) registering securities under Section 12 of the Securities Exchange Act of 1934.

9.16 AML Representations; Warranties and Covenants .

9.16.1 Additional Representations and Warranties . Borrower represents and warrants to Lender as follows, and acknowledges that such representations and warranties shall be continuing representations and warranties from Borrower to Lender:

(a) Borrower is and shall remain in compliance with the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation, regulations or executive orders relating thereto, and the Uniting and Strengthening America By Providing Appropriate Tools Required To Intercept and Obstruct Terrorism Act (USA Patriot Act of 2001), as amended, and any other enabling legislation, regulations or executive orders relating thereto;

(b) Borrower is and shall remain in compliance with 31 U.S.C., Section 5313, as amended, 31 C.F.R. Section 103.22, as amended, and any similar laws or regulations involving currency transaction reports or disclosures relating to transactions in currency of more than $10,000.00, or of more than any other minimum amount specified by any laws or regulations; and

(c) Borrower (i) is not a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001

Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) does not engage in any dealings or transactions prohibited by Section 2 of such executive order, or are otherwise associated with any such person in any manner violative of Section 2, or (iii) is not a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

9.16.2 Additional Covenant . Borrower covenants and agrees with Lender that no part of any loan proceeds or advances evidenced by or referenced in this document, and no part of any other amounts or sums derived from any property which secures repayment of such loan proceeds or advances, including, without limitation, any accounts, payment intangibles, money, rents, issues or profits, will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

10. COVENANTS OF BORROWER. Borrower hereby unconditionally covenants and agrees with Lender, until each Loan shall have been paid in full and the Lien of the Deed of Trust securing said Loan shall have been released, as follows:

10.1 Construction Loans. With respect to each Construction Loan:

10.1.1 Commencement and Continuation of Home Construction. Borrower will comply at all times with the following covenants regarding the commencement and continuation of construction.

(a) Timely Commencement of Construction. Construction shall be commenced within thirty (30) days after the Initial Advance is made, except in the event of any one or more Force Majeure Event, in which event, within ninety (90) days after said Initial Advance.

(b) Continuation of Construction. Borrower shall not cease construction of any Home for more than thirty (30) days without the consent of Lender for any cause not a Force Majeure Event (or for any period up to, in the aggregate, ninety (90) consecutive days as a result of one or more Force Majeure Events).

(c) Completion of Construction. Construction of each Home shall be fully completed and ready for occupancy not later than the Home Completion Date. Borrower shall secure the issuance of a Certificate of Occupancy or its equivalent has been issued by the requisite Governmental Authority on or before such Home Completion Date.

(d) Breach of Construction Commencement or Continuation Covenants. In the event Borrower fails to commence construction of improvements on any Lot within the time period specified in this Section or ceases construction for a period in excess of the limitations provided herein, said event shall constitute a breach of the covenant contained in this Section unless Lender otherwise agrees in writing or the same is resulting from one or more Force Majeure Event, in which case said delay shall not be for more than ninety (90) consecutive days.

10.1.2 No Changes. Except as provided in Section 10.23 below, Borrower will not amend, alter or change (pursuant to change order, amendment or otherwise) the Plans and Specifications in any material respect unless the same shall have been approved in advance in writing by Lender which approval shall not unreasonably be withheld, and by all applicable Governmental Authorities.

10.1.3 Advances. Borrower will receive the Advances for the purpose of paying the cost of construction of the Home as provided for herein. Borrower will apply all Advances for payment of costs of labor, material, and services supplied for the construction of the Home and such other costs and expenses incident thereto or as permitted herein and will not use any part thereof for any other purpose.

10.1.4 Defects and Variances. Borrower will, upon demand of Lender and at Borrower’s sole expense, correct any structural defect in the Home or any material variance from the Plans and Specifications not approved in writing by Lender.

10.1.5 Inspecting Person. Borrower will pay the reasonable fees and expenses of, and cooperate, with the Inspecting Person and will cause the Design Professional, the Contractor, each contractor and subcontractor and the employees of each of them to cooperate with the Inspecting Person and, upon request, will furnish the Inspecting Person whatever the Inspecting Person may reasonably consider necessary or useful in connection with the performance of the Inspecting Person’s duties. Without limiting the generality of the foregoing, Borrower shall furnish or cause to be furnished such items as working details, Plans and Specifications and details thereof, samples of materials, licenses, permits, certificates of public authorities, zoning ordinances, building codes and copies of the contracts between such person and Borrower (if applicable). Borrower will permit Lender, the Inspecting Person and their representative to enter the Lot and Home for the purposes of inspecting same after notice. Borrower acknowledges that the duties of the Inspecting Person run solely to Lender and that the Inspecting Person shall have no obligations or responsibilities whatsoever to Borrower, Contractor, the Design Professional, or to any of Borrower’s or Contractor’s agents, employees, contractors or subcontractors.

10.1.6 Personalty and Fixtures. Borrower will deliver to Lender, promptly upon demand, any contracts, bills of sale, statements, receipted vouchers or agreements under which Borrower claims title to any materials, fixtures or articles incorporated in the Home or subject to the lien of the Deed of Trust or to the security interest of the Security Agreement.

10.1.7 Compliance With Restrictive Covenants. Borrower will comply in all material requests with all restrictive covenants, if any, affecting the Home. Construction of the Home will be performed in a good and workmanlike manner, within the perimeter boundaries of the Land and within all applicable building and setback lines substantially in accordance with all Governmental Requirements and the Plans and Specifications.

10.2 Compliance With Governmental Requirements. Borrower will comply in all material respects promptly with all Governmental Requirements.

10.3 Payment of Expenses. Borrower shall pay or reimburse to Lender all reasonable out-of-pocket costs and expenses unless an Advance is made for same, including (without limitation), title insurance and examination charges, survey costs, insurance premiums, filing and recording fees, and other expenses payable to third parties incurred by Lender in connection with the consummation of the transactions contemplated by this Agreement.

10.4 Notices Received. Borrower will promptly deliver to Lender a true and correct copy of all material notices received by Borrower from any person or entity with respect to Borrower, the Property, or any or all of them, which in any way relates to or materially affects the Loan or the Property.

10.5 Advertising by Lender. If required by Lender, Borrower agrees that during the term of the Loan, Lender may erect at its cost and thereafter shall maintain on the Lots one or more advertising signs furnished by Lender indicating that the financing has been furnished by Lender.

10.6 Certificates of Compliance. At the time Lender approves a new approved subdivision, or at any time following an uncured Event of Default, if requested by Lender, Borrower will furnish or cause to be furnished to Lender within fifteen (15) days after a request therefor, a certificate signed by the principal financial officer of Borrower stating that:

(a) a review of the activities of Borrower has been made under his supervision with a view to determining whether Borrower has fulfilled all of its obligations under this Agreement, the other Loan Documents and the Note;

(b) stating that Borrower has fulfilled its obligations under such instruments and that all representations made herein continue to be true and correct in all material respects (or specifying the nature of any change), or if there shall be an Event of Default, specifying the nature and status thereof and Borrower’s proposed response thereto;

(c) demonstrating in reasonable detail compliance with the financial covenants in Section 9.5 (including but not limited to showing all calculations) as at the end of such fiscal year, and with such other provisions hereof as Lender may reasonably request; and

(d) containing or accompanied by such financial or other details, information and material as Lender may reasonably request to evidence such compliance.

10.7 Taxes and Other Liens. Borrower will pay and discharge promptly all material taxes, assessments and governmental charges or levies imposed upon Borrower or upon the income or the Property of Borrower as well as all material claims of any kind (including claims for labor, materials, supplies and rent) which, if unpaid, might become a Lien upon any or all of the Property of Borrower; provided, however, that Borrower shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings diligently conducted by or on behalf of Borrower, and if Borrower shall have set up reserves therefor adequate under GAAP or otherwise complied with the provisions of this Agreement regarding such contests.

10.8 Maintenance. Borrower will (a) maintain its Colorado limited liability company entity existence, rights and franchises and (b) observe and comply with all Governmental Requirements to remain in good standing at all times.

10.9 Further Assurances. Borrower will cure promptly any defects in the creation and issuance of the Note and the execution and delivery of the Loan Documents, including this Agreement. Borrower at its expense will promptly execute and deliver to Lender upon request all such other and further documents, agreements and instruments in compliance with or accomplishment of the covenants and agreements of Borrower in the Loan Documents, including this Agreement, or to further evidence and more fully describe the collateral intended as security for the Note, or to correct any omissions in the Loan Documents, or more fully to state the security obligations set out herein or in any of the Loan Documents, or to perfect, protect or preserve any Liens created pursuant to any of the Loan Documents, or to make any recordings, to file any notices, or obtain any consents, all as may be reasonably necessary or appropriate in connection therewith.

10.10 Costs and Expenses. Borrower will reimburse Lender for all reasonable out-of-pocket expenses of Lender, including reasonable attorneys’ fees, incurred in connection with the preparation, execution, delivery, administration and performance of the Loan Documents. Borrower will also pay all reasonable invoices for out-of-pocket expenses presented by Lender and all reasonable out-of-pocket expenses of Lender in connection with the administration of this Agreement and the other Loan Documents including, but not limited to, reasonable fees charged by Lender’s independent or internal inspectors, reasonable attorneys’ fees, appraisal fees, recording fees, survey costs, title endorsement premiums and premiums for the Title Insurance. Borrower will, upon request, promptly reimburse Lender for all reasonable out-of-pocket-amounts reasonably expended, advanced or incurred by Lender after ten days’ notice to satisfy any obligation of Borrower under this Agreement or any other Loan Document, which amounts will include all court costs, attorneys’ fees, fees of auditors and accountants, and investigation expenses reasonably incurred by Lender in connection with any such matters, together with interest at the post-maturity rate specified in the Note on each such amount from the date of written demand or request by Lender for reimbursement until the date of reimbursement to Lender.

10.11 Insurance. Borrower shall, at its sole cost and expense, maintain the insurance coverages described in this Section, and shall pay, as the same become due and payable, all premiums in respect thereto.

10.11.1 Required Coverages . The insurance coverages to be maintained by Borrower shall include, without limitation, the following:

(a) Property . Insurance against loss or damage by fire, lightning, earthquake and other perils, on an all risk basis, with such coverage to be in an amount not less than the full replacement value of the Improvements. For each Home under construction, such policy shall be written in the so-called “Builder’s Risk Completed Value Non-Reporting Form,” on an all risk basis, with no coinsurance requirement, and shall contain a provision granting the insured the right to complete and/or occupy the Property.

(b) Liability . Insurance protecting Borrower and Lender against loss or losses from liability imposed by law or assumed in any written contract and arising from personal injury including bodily injury or death, having a limit of liability of not less than Five Million Dollars ($5,000,000.00) (combined single limit for personal injury, including bodily injury or death, and property damage), and Ten Million Dollars ($10,000,000.00) aggregate for personal injury, including bodily injury or death and property damage.

(i) Such liability policies must provide comprehensive general liability insurance with coverage for Property and Operations, Blanket Contractual Liability, Personal Injury Liability, Broad Form Property Damage (including completed operations), Explosion Hazard, Collapse Hazard and Underground Property Damage Hazard.

(ii) All such policies referred to herein must be written on an occurrence basis so as to provide blanket contractual liability, broad form property damage coverage, and coverage for products and completed operations. Liability insurance under this subsection (b) may be provided under a blanket policy which specifically refers to the Property. During the period of construction, Borrower may cause its Contractor, the major subcontractors and/or all other subcontractors to maintain in full force and effect any or all of the liability insurance required under this subsection (b).

(c) Flood . A policy or policies of flood insurance in the maximum amount of flood insurance available with respect to the Property under the Flood Disaster Protection Act of 1973, as amended. This requirement will be waived upon presentation by a Federally approved certification agent of evidence satisfactory to Lender that no portion of the Property is located within an area identified by the U.S. Department of Housing and Urban Development as having special flood hazards.

(d) Contractor . Contractor shall be required to carry liability insurance of the type and providing the minimum limits set forth below (such insurance may also be carried by Borrower on Contractor’s behalf):

(i) Workers’ compensation insurance, disability benefits insurance and each other form of insurance Contractor is required by law to provide in order to cover loss resulting from injury, sickness, disability or death of employees of Contractor who are located on or assigned to the Property.

(ii) Comprehensive general liability insurance on an occurrence basis providing coverage for Property and Operations, Products and Complete Operations, Blanket Contractual Liability, Personal Injury Liability, Broad Form Property Damage (including completed operations), Explosion Hazard, Collapse Hazard and Underground Property Damage Hazard. Such policy shall have a limit of liability of not less than One Million Dollars ($1,000,000.00) (combined single limit for personal injury, including bodily injury or death, and property damage), and Five Million Dollars ($5,000,000.00) aggregate for personal injury, including bodily injury or death and property damage.

10.11.2 Insurance Providers and Policies . All required insurance shall be procured from and maintained with financially sound and generally recognized responsible insurance companies selected by Borrower and reasonably acceptable to Lender (provided that such companies shall comply with the requirements of this Section). Such companies should be authorized to write policies in the State of Colorado. The company issuing the policies shall be rated “A” or better by A.M. Best Co., in Best’s Key Guide, or such other rating as may be reasonably acceptable to Lender. All property policies evidencing the required insurance shall name Lender as first mortgagee, and all liability policies evidencing the required insurance shall name Lender as additional insured. All policies shall provide for payment to Lender of the net proceeds of insurance resulting from any claim for loss or damage thereunder (except in the case of liability insurance, in which case the net proceeds shall be paid directly to the aggrieved party), shall not be cancelable as to the interests of Lender due to the acts of Borrower, and shall provide for at least thirty (30) days’ prior written notice of the cancellation or modification (including reduction in coverage) thereof to Lender. The application of insurance proceeds paid by an insurance company in connection with the casualty or loss of all or any of the Property shall be governed by the terms and conditions contained in Section 2.3 of the Deed of Trust.

10.11.3 Evidence . Certificates of insurance evidencing that such insurance is in full force and effect and, if required by Lender endorsements showing Lender has been added as required herein, shall be delivered to Lender on or before the Closing Date. At least thirty (30) days prior to the expiration or cancellation of each such policy, Borrower shall furnish lender with evidence that such policy has been renewed or replaced, in the form of a certificate reflecting that there is in full force and effect, with a term covering the next succeeding calendar year, insurance of the types and in the amounts required.

10.12 Right of Inspection. Borrower will permit any officer, employee or agent of Lender to visit and inspect any of the Property of Borrower, and examine Borrower’s books of record and accounts,

take copies and extracts therefrom, and discuss the affairs, finances and accounts of Borrower with Borrower’s officers, accountants and auditors, all at such reasonable times and as often as Lender may desire upon reasonable notice.

10.13 Notice of Certain Events. Borrower shall promptly notify Lender if Borrower obtains knowledge of the occurrence of:

(a) any event which constitutes an Event of Default, together with a detailed statement by a responsible officer of Borrower of the steps being taken to cure the effect of such Event of Default; or

(b) any legal, judicial or regulatory proceedings affecting Borrower or any of the Property of Borrower and involving an amount in controversy equal to Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) or more individually; or

(c) any dispute between Borrower and any governmental or regulatory body or any other Person which, if adversely determined, would have a Material Adverse Effect on Century; or

(d) any event or condition having a Material Adverse Effect.

10.14 Notices by Governmental Authority, Fire and Casualty Losses, Etc. Borrower will timely comply with and promptly furnish to Lender true and complete copies of any official notice of violation or claim by any Governmental Authority pertaining to any Lot mortgaged to Lender or any Home to be constructed thereon. Borrower will promptly notify Lender of any fire or casualty or any notice of taking or eminent domain action or proceeding affecting any such Lot or Home. In the event any such Lot or Home is taken in an eminent domain action or proceeding, the condemnation proceeds resulting from such action or proceeding shall be paid to Lender to be applied as a prepayment of the Indebtedness, except as may be otherwise provided in the Deed of Trust.

10.15 Payment of Claims. Borrower shall promptly pay or cause to be paid within thirty days of date when due all costs and expenses incurred in connection with all Lots mortgaged to Lender and the construction of the Homes thereon, and Borrower shall keep such Lots free and clear of any mechanic’s Liens, Liens other than Excepted Liens, charges, or claims other than the Lien of the Deed of Trust and other Liens approved in writing by Lender, whether inferior or superior to the Deed of Trust. A discharge of the Deed of Trust and taking of a new deed of trust in substitution thereof shall not release or diminish this obligation. Notwithstanding anything to the contrary contained in this Agreement or the Deed of Trust, Borrower may contest:

(a) the validity or amount of any claim of any contractor, consultant, architect, or other Person providing labor, materials, or services with respect to any Lot mortgaged to Lender or the construction of the Home thereon,

(b) any tax or special assessment levied by any Governmental Authority, or

and any such contest on the part of Borrower shall not be an Event of Default hereunder provided that during the pendency of any such contest Borrower shall furnish to Lender an indemnity bond with a corporate surety satisfactory to Lender or other security acceptable to Lender and Title Company in an amount equal to one hundred fifty percent (150%) of such claim or tax within thirty (30) days after either

actual or constructive notice thereof, and provided further that Borrower shall pay any amount finally adjudged by a court of competent jurisdiction to be due, with all costs, interest, and penalties thereon before such judgment creates a Lien on such Lot or the Home to be constructed thereon.

10.16 Appraisals. Borrower shall allow Lender’s appraiser access to its Property and records and shall cooperate in any other reasonable manner in allowing all required Appraisals to be prepared and completed on a timely basis.

10.17 Plans and Specifications; Change Orders. Borrower will construct all of the Home in substantial compliance with the Plans and Specifications. Any change or changes to the Plans and Specifications for any of the Home resulting in a decrease in the construction costs of such Home or which exceed in the aggregate five percent (5%) of the total construction costs of such Home shall be disclosed to Lender by providing Lender with all change orders instructing and evidencing such changes.

10.18 List of Subcontractors, Etc. Borrower will, if requested by Lender, make available to Lender or its representatives, lists identifying all contractors, subcontractors, engineers, architects, materialmen and suppliers of labor or materials in connection with the construction of the Home (said parties being hereinafter referred to as “ suppliers ” and counterparts and/or conditional assignments of any and all construction contracts, bills of sale, invoices, statements, conveyances, receipted vouchers or agreements of any nature under which Borrower claims title to any materials or supplies used or to be used in the construction of the Home. Borrower will, if requested by Lender, provide detailed information in connection with such lists and suppliers including but not limited to an itemization of:

(a) the stage of construction during which each supplier supplied labor and/or materials,

(b) Borrower’s account number with each such supplier,

(d) such other information as Lender may reasonable request to verify Borrower’s payment and credit history with respect to such suppliers.

10.19 Liens. Borrower will not create, incur, assume or permit to exist any Lien on any of its Property subject to the Deed of Trust, except:

(a) Liens securing the payment of any Indebtedness;

(b) Excepted Liens; and

(c) Liens disclosed in the Disclosure Certificate and Subordinated Debt approved by Lender or discussed in the Title Insurance.

10.20 Distributions, Payments, Etc., by Borrower. Century will not make distributions, returns of capital, payments of fees or salary or other payments of any nature whatsoever, which are not payments for Permitted Expenses if such payments or distributions would cause Century to breach any of the covenants contained in this Agreement, including, but not limited to, the covenants contained in Sections 11.5.1, 11.5.2, 11.5.3, and 11.5.4 hereof. In the event such distribution, return of capital, payment of fees or salaries or other payments result in a violation of the other covenants contained in this Agreement (including, but not limited to, those covenants specified in Sections 11.5.1, 11.5.2, 11.5.3, and

11.5.4 hereof), Century shall cause such funds to be repaid in order to cure any such breach of the other covenants of the Agreement. If such payment or distribution results in a violation of any covenant contained in this Agreement, the making of such payment or distribution shall constitute an Event of Default under this Agreement. Notwithstanding the foregoing, Century may at all times pay salaries to its employees who are not direct or indirect members or owners of Century and payment of such salaries shall not constitute an Event of Default under this Agreement. Century shall not sell or otherwise dispose of any member, partner or venture interests, or any shares of its capital stock or other securities or rights, warrants or options to purchase or acquire the same or issue any class of such interest or capital stock if the effect thereof would be to cause Century to breach any other covenant of this Agreement. Except for distributions from each Borrower to Century, no Borrower other than Century shall make distributions, returns of capital, payments of fees or salary or other payments of any nature whatsoever, which are not payments for Permitted Expenses.

10.21 Sales and Leasebacks. Except for transactions related to the sale and leaseback of Model Homes that are approved by Lender in writing (which approval may require the assignment of Borrower’s interests under the lease and such other agreements as Lender may require in its sole discretion) Borrower will not enter into any arrangement, directly or indirectly, with any Person whereby Borrower shall sell or transfer any Property, whether now owned or hereafter acquired, and whereby Borrower shall then or thereafter rent or lease as lessee such Property or any part thereof or other Property which Borrower intends to use for substantially the same purpose or purposes as the Property sold or transferred.

10.22 Nature of Business. Except as disclosed to Lender in writing prior to the Closing Date and approved by Lender, Borrower will not engage in any business other than the home building business or in the acquisition of real property and the development of such property into Lots for the purpose of the construction of Homes thereon primarily by Borrower.

10.23 Annexation. Borrower will not execute or file any subdivision plat or effect the annexation of all or part of any such Lot to any city or other political unit without the prior written consent of Lender, which shall not unreasonably be withheld.

10.24 Commercial Operating Accounts . So long as credit is available hereunder or until all principal of and interest on the Note has been paid in full, Borrower shall open and maintain with Lender all of Borrower’s operating accounts for the applicable respective Approved Subdivision.

11. FINANCIAL COVENANTS OF BORROWER-BORROWING BASE CERTIFICATE . Until the Line of Credit shall have been paid in full, Borrower shall satisfy (or cause the satisfaction of) the following financial covenants in the determination of Lender and provide a monthly Borrowing Base Certificate as to eligible Lots and Homes:

11.1 Borrowing Base Certificate—Financial Statements . Borrower will promptly furnish to Lender a Borrowing Base Certificate monthly and from time to time upon request such information regarding the business and affairs and financial condition of Borrower and the Related Parties as Lender may reasonably request, and Borrower will furnish to Lender:


REPORTING PARTY	REQUIRED STATEMENT	TO BE RECEIVED BY
1. Century	Audited combined and consolidated annual financial statements including each Borrower	Within 120 days of each fiscal year end

2. Century	Quarterly Financial Statements (prepared and certified by the party submitting the statement) including balance sheet and income statement	Within 45 days of each quarter end


REPORTING PARTY	REQUIRED STATEMENT	TO BE RECEIVED BY
3. Each Borrower	Monthly Work in Process Reports detailing the inventory, sales, starts and closing report for Homes and Lots in all active Projects (prepared and certified by the party submitting the statement)	Within 15 days of each calendar month end

4. Each Borrower	Monthly Borrowing Base Certificate	Within 15 days of each calendar month end

11.2 Annual Financial Statements of Borrower . As soon as available, and in any event within the time periods set forth in the chart above, Borrower shall deliver to Lender copies of the annual financial statements of the parties listed in the chart above for such fiscal year. In addition, but not by way of limitation, all of the foregoing financial statements for any party or Person that is not an individual shall be prepared in reasonable detail in accordance with GAAP, and shall be signed and certified by an independent certified public accountant or by the chief financial officer of such party (as specified above).

11.3 Periodic Financial Statements of Borrower . As soon as available, and in any event within the time periods set forth in the chart above, Borrower shall deliver to Lender copies of the periodic financial statements of the party specified in the chart above for the preceding period. In addition, but not by way of limitation, all of the foregoing financial statements for any party that is not an individual shall be prepared in reasonable detail in accordance with GAAP and shall be signed and certified as true and correct on behalf of the reporting party by the chief financial officer of such party.

11.4 Other Reports .

11.4.1 Monthly Work in Process Reports . Promptly after becoming available and in any event within the time period set forth in the chart above, a Work in Process Report for each Approved Subdivision, to include an inventory status report and a sales report showing (i) sales of residences (whether or not financed by Lender) since the last monthly report, (ii) as to completed residences (whether or not financed by Lender), whether or not they are subject to a contract for sale, (iii) as to residences under construction (whether or not financed by Lender), whether or not they are sold, and (iv) such other information as Lender may reasonably request with respect to each Borrower’s business operations. Each Borrower shall be responsible for preparing and submitting the Work in Process Report for such Borrower’s Property.

11.4.2 Audit Reports . Promptly upon receipt thereof, (but without any obligation to obtain same except as set forth in Section 11.1) one copy of each other report submitted to Borrower by independent accountants in connection with any annual, interim or special audit made by them of the books of Borrower.

11.4.3 Other Financial Statements . Furnish Lender with such other financial statements and other related information at such frequencies and in such detail as Lender may reasonably request.

11.5 Financial Covenants-Tested Quarterly .


COVENANT PARTY	COVENANT TYPE	COVENANT REQUIREMENT
Century	Minimum Net Worth	Not less than $25,000,000 plus 50% of net profits on an annual basis

Century	Maximum Debt to Net Worth ratio	1.75:1.00

Century	Liquidity	Not less than $2,500,000

Century	Minimum Current ratio (current assets divided by current liabilities)	1.25:1.00

11.5.1 Minimum Net Worth. Century will not permit (at any time) its Net Worth to be less than: (a) $25,000,000.00, plus (b) beginning on December 31, 2012, 50% of net profits to be added annually.

11.5.2 Unrestricted Liquidity . Century will not permit (at any time) its unrestricted liquidity to be less than $2,500,000.00. As used herein, unrestricted liquidity means Borrower’s combined cash and unencumbered, immediately liquid assets, excluding retirement accounts. Borrower will provide to Lender copies of bank, savings, brokerage, investment firm, or other financial institution statements, that verify cash, stock and/or other unrestricted securities.

11.5.3 Maximum Debt-to-Equity Ratio. Century will not permit (at any time) its Debt-to-Net Worth Ratio to be greater than 1.75:1.00.

11.5.4 Current Ratio . Century will not permit its Current Ratio (at any time) to be less than 1.25:1.00.

11.6 Mergers; Ownership of Borrower. Except as approved by Lender, Century shall not merge or consolidate with or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property (whether now owned or hereafter acquired) to any Person. Century shall not permit any Affiliate to take any of the actions set forth in the preceding sentence if such action would have a Material Adverse Effect on Century. Without limiting the terms and provisions of the Deed of Trust, Century shall not permit or suffer to exist any transaction or circumstance whereby the Person or all of the Persons who manage and control Century as of the date of execution of this Agreement shall cease to manage and control Century. The term “ control ” as utilized herein means the possession, directly or indirectly, of the power to direct or cause direction of the management and policies of Century, whether through the ownership, by contract, or otherwise.

12. EVENTS OF DEFAULT.

12.1 Events of Default. The term “ Event of Default ” as used herein, shall mean the occurrence or happening, at any time and from time to time, of any of the following:

12.1.1 Payment Default . Borrower fails to make any payment within ten (10) days of the date due under the Note.

12.1.2 Other Defaults . Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Loan Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Non-monetary defaults (except for failure to provide insurance) shall be subject to a thirty (30) day cure period after notice from Lender; provided, however, that if such nonmonetary default cannot be cured by the payment of a sum of money, and is capable of being cured but not capable of being cured within thirty (30) calendar days, then Borrower shall have up to an additional sixty (60) calendar days within which to cure such non-monetary default so long as Borrower is diligently pursuing such cure, but in no event to exceed a total of ninety (90) calendar days following notice from Lender.

12.1.3 Default in Favor of Third Parties . Borrower defaults beyond the expiration of all applicable grace periods under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may have a Materially Adverse Effect Borrower’s ability to repay the Loan or perform Borrower’s obligations under this Agreement or any of the Loan Documents.

12.1.4 False Statements . Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Agreement or the Loan Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

12.1.5 Insolvency . The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower or the failure to obtain the dismissal of any such proceeding within forty-five (45) days of the filing same.

12.1.6 Creditor or Forfeiture Proceedings . Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any material portion of the collateral. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

12.1.7 Events Affecting Guarantor . Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the Indebtedness, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the Indebtedness.

12.1.8 Change in Ownership . Any change in ownership of twenty-five percent (25%) or more of the membership interests of Borrower.

12.1.9 Adverse Change . Any Material Adverse Effect occurs which Lender determines, in its reasonable discretion, would have a Material Adverse Effect on Century, or Lender believes the prospect of payment or performance of the Note is impaired.

12.1.10 Insecurity . Lender in good faith believes itself insecure.

12.2 Remedies. Upon the happening of an Event of Default for any Loan, Lender may exercise any or all of the following remedies, and the exercise of any one or more of such remedies shall not preclude the simultaneous or subsequent exercise of any other remedy:

12.2.1 Lender may enter into possession of the Property and perform any and all work and labor necessary to complete the Home in accordance with the Plans and Specifications. All amounts so expended by Lender shall be deemed to have been disbursed to Borrower as Loan proceeds and secured by the Deed of Trust. For this purpose, Borrower hereby constitutes and appoints (which appointment is coupled with an interest and is therefore irrevocable) Lender as Borrower’s true and lawful attorney-in-fact, with full power of substitution to complete the Home in the name of Borrower, and hereby empowers Lender, acting as Borrower’s attorney-in-fact, as follows:

(a) to use any funds of Borrower, and any funds which may remain unadvanced hereunder, for the purpose of completing the Home in the manner called for by the Plans and Specifications;

(b) to make such additions and changes and corrections in the Plans and Specifications which shall be necessary or desirable to complete the Home in the manner contemplated by the Plans and Specifications;

(d) to employ such contractors, subcontractors, agents, design professionals and inspectors as shall be required for said purposes and to disburse Loan proceeds directly to Contractor and/or any subcontractors;

(e) to pay, settle or compromise all existing bills and claims which are or may be liens against the Property, or may be necessary or desirable for the completion of the work or the clearing of title;

(f) to execute all the applications and certificates in the name of Borrower which may be required by any construction contract; and

(g) to do any and every act with respect to the construction of the Home which Borrower could do in Borrower’s own behalf.

12.2.2 Upon an uncured Event of Default Lender, acting as Borrower’s attorney-in-fact, shall also have power to prosecute and defend all actions or proceedings in connection with the Property and to take such action and require such performance as is deemed necessary. In addition, if Lender shall advance any funds or honor any letter of credit which it may have issued, on behalf of Borrower, to any Governmental Authority to assure completion of the Home, Borrower shall pay to Lender all amounts advanced by Lender or honored by Lender under such letters of credit, together with interest on such amount at the rates provided in the note relating to such letters of credit, when requested by Lender. The obligations of Borrower pursuant to this section are continuing obligations of Borrower notwithstanding that Borrower may have paid the Note in full at the time such obligations may arise;

12.2.3 Upon an uncured Event of Default, Lender may elect to increase the Release Price and utilize the increase in any said Release Price to: (i) pay any amounts, fees, charges, costs or expenses due to Lender under the terms of any of the Loan Documents, (ii) pay against the outstanding principal and/or accrued interest balance of the Note, or (iii) create a special impound deposit which Lender may use to pay any lien, charge, cost, expense or claim against any of the Property that Borrower was required to pay pursuant to any other provisions of any of the Loan Documents; or

12.2.4 Upon an uncured Event of Default, Lender may exercise any other rights or remedies available to it under all other Loan Documents.

12.3 Right of Set-Off. Upon the failure of Borrower to make full and timely payment of the interest on any Loan and/or any fees specified herein or in the Deed of Trust for said Loan, Lender is hereby authorized at any time and from time to time, without notice to Borrower (such notice being expressly waived by Borrower notwithstanding any provision to the contrary stated in any of the Loan Documents), to make an Advance under any Loan made pursuant to this Agreement on behalf of Borrower or adjust the amount of or withhold or apply all or any portion of any Advance under any Loan to accomplish the payment of the amount then due. Lender agrees promptly to notify Borrower after any such set-off, Advance, adjustment or application under said Loan, provided that the failure to give such notice shall not affect the validity of such set-off, Advance, adjustment or application under said Loan. If Lender elects to make such an Advance for the purposes of paying interest on any Loan or any other amount then payable hereunder, such Advance may be made out of any applicable Budget category elected by Lender in its sole discretion, or out of the portion of said Loan that has been allocated to any Lot or Home, as Lender may elect. The rights of Lender under this section are in addition to all other rights and remedies which Lender may have, including but not limited to the right to require Borrower to repay the amount of any such Advance made by Lender.

13. LENDER’S DISCLAIMERS.

13.1 No Obligation by Lender To Construct. Lender has no liability or obligation whatsoever or howsoever in connection with the Approved Subdivision financed by the Loan made hereunder or the development, construction or completion thereof or work performed thereon, and has no obligation except to disburse the Loan proceeds for said Property as herein agreed. Lender is not obligated to inspect the Home, nor is Lender liable, and under no circumstances whatsoever shall Lender be or become liable, for the performance or default of any contractor or subcontractor, or for any failure to construct, complete, protect or insure said Home, or any part thereof, or for the payment of any cost or expense incurred in connection therewith, or for the performance or nonperformance of any obligation of Borrower to Lender nor to any other person, firm or entity without limitation. Nothing, including without limitation any disbursement of proceeds of any Loan made hereunder nor acceptance of any document or instrument, shall be construed as such a representation or warranty, express or implied, on Lender’s part.

13.2 No Obligation by Lender To Operate. Any term or condition of any of the Loan Documents to the contrary notwithstanding, Lender shall not have, and by its execution and acceptance of this Agreement hereby expressly disclaims, any obligation or responsibility for the management, conduct or operation of the business and affairs of Borrower. Any term or condition of the Loan Documents which permits Lender to disburse funds under any Loan made hereunder, whether from the proceeds of the Loan or otherwise, or to take or refrain from taking any action with respect to Borrower, any Property or any other collateral for repayment of each and every Loan, shall be deemed to be solely to permit Lender to audit and review the management, operation and conduct of the business and affairs of Borrower, and to maintain and preserve the security given by Borrower to Lender for the Loan, and may not be relied upon by any other person. Further, Lender shall not have, has not assumed and by its execution and acceptance of this Agreement hereby expressly disclaims any liability or responsibility for

the payment or performance of any indebtedness or obligation of Borrower and no term or condition of the Loan Documents, shall be construed otherwise. Borrower hereby expressly acknowledges that no term or condition of the Loan Documents shall be construed so as to deem the relationship between Borrower and Lender to be other than that of borrower and Lender, and Borrower shall at all times represent that the relationship between Borrower and Lender is solely that of borrower and Lender.

13.3 No Agency. Nothing herein shall be construed as making or constituting Lender as the agent of Borrower in making payments pursuant to any construction contracts or subcontracts entered into by Borrower for construction of any Home financed by a Loan made hereunder or otherwise. The purpose of all requirements of Lender hereunder is solely to allow Lender to check and require documentation (including, but not limited to, lien waivers) sufficient to protect Lender and the Loan contemplated hereby. Borrower shall have no right to rely on any procedures required by Lender, Borrower hereby acknowledging that Borrower has sole responsibility for constructing the Home and paying for work done in accordance therewith and that Borrower has solely, on Borrower’s own behalf, selected or approved each contractor, each subcontractor and each materialman for each such Home, Lender having no responsibility for any such persons or entities or for the quality of their materials or workmanship.

14. SPECIAL DEPOSIT. If, at any time Borrower seeks to obtain a partial release of any of the Property for any Construction Loan made hereunder, no unpaid balance of the Construction Loan then exists but Additional Obligations are then outstanding or all of the Advances to be made under said Construction Loan have not yet been made, then, notwithstanding anything contained to the contrary herein or in any other of the Loan Documents, Borrower shall be entitled to obtain such partial releases in accordance herewith provided any remaining balance of the net sales proceeds following payment to Lender of the Release Price, as applicable, is delivered to Lender as a special deposit (“ Special Deposit ”) to be held by Lender as additional collateral for said Construction Loan. To the extent of any Advances thereafter made under any Construction Loan made hereunder, Lender may apply any sums held as a Special Deposit to reduce the principal balance then outstanding under said Construction Loan. Unless required by Governmental Requirements, Lender shall not be required to pay interest on the Special Deposit but any balance remaining on the Special Deposit after repayment of the Loans in full and the termination of all Additional Obligations shall be returned to Borrower.

15. MISCELLANEOUS.

15.1 No Third-Party Beneficiaries. The benefits of this Agreement shall not inure to any third party, nor shall this Agreement be construed to make or render Lender liable to any materialmen, subcontractors, contractors, laborers or others for goods and materials supplied or work and labor furnished in connection with the construction of any Home or for debts or claims accruing to any such persons or entities against Borrower. Lender shall not be liable for the manner in which any Advances under any Loan may be applied by Borrower, any Contractor and any of Borrower’s other contractors or subcontractors. Notwithstanding anything contained in the Loan Documents, or any conduct or course of conduct by the parties hereto, before or after signing the Loan Documents, this Agreement shall not be construed as creating any rights, claims or causes of action against Lender, or any of its officers, directors, agents or employees, in favor of any contractor, subcontractor, supplier of labor or materials, or any of their respective creditors, or any other person or entity other than Borrower. Without limiting the generality of the foregoing, Advances made to any contractor, subcontractor or supplier of labor or materials, pursuant to any requests for Advances, whether or not such request is required to be approved by Borrower, shall not be deemed a recognition by Lender of a third-party beneficiary status of any such person or entity.

15.2 Joint and Several Liability. Notwithstanding anything to the contrary contained in this Agreement, all of Borrowers’ representations and warranties, indebtedness, liabilities, and other Obligations of any kind described in this Agreement and any other Loan Document shall be joint and several in nature and affect their jointly and/or severally owned property.

15.3 Subrogation and Similar Rights. Notwithstanding any other provision of this Agreement or any other Loan Document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrowers to the rights of Bank under the Loan Documents) to seek contribution, indemnification, or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrowers with respect to the Obligations in connection with the Loan Documents or otherwise and all rights that they might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrowers with respect to the Obligations in connection with the Loan Documents or otherwise.

15.4 Subordinate Debt Requirements . In connection with any Subordinate Debt approved by Lender in its reasonable discretion, including but not limited to Subordinated Debt against Beacon Pointe, LLC, Borrower certifies, represents, warrants and covenants to Lender that:

15.4.1 Lender shall receive, review and approve all Subordinate Debt loan documents prior to Borrower entering into said documents or incurring any Subordinate Debt.

15.4.2 During the term of the Line of Credit, Borrower shall not modify or enter into any agreement to modify any one or more of the Subordinate Debt loan documents without the prior written consent of Lender, which consent shall not be unreasonably withheld or delayed.

15.4.3 Whenever Borrower shall receive any notice or demand from the holder of Subordinate Debt with respect to the Subordinate Debt, Borrower shall, at the same time, deliver to Lender a copy of such notice or demand.

15.4.4 As a condition to Lender’s approval of any Subordinate Debt, Borrower and Subordinate Lender shall execute and deliver to Lender a subordination agreement, in form and substance acceptable to Lender, (a) subordinating all rights, title, interest and charges relating to or arising in favor of subordinate lender under such Subordinate Debt to the rights, title, interest, lien or charge in favor or Lender under the Loan Documents, and (b) subordinating all payment and other obligations of Borrower under such Subordinate Debt to the payment and other obligations of Borrower under the Line of Credit.

15.5 Business Days. If the date for any payment or prepayment hereunder falls on a day which is not a Business Day, then for all purposes of the Note and this Agreement the same shall be deemed to have fallen on the next following Business Day, and such extension of time shall in such case be included in the computation of payments of interest.

15.6 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, Borrower and Lender, and their respective heirs, legal representatives, successors and assigns; provided, however, that Borrower may not assign any rights or obligations under this Agreement without the prior written consent of Lender.

15.7 Headings. The section, and subsection entitlements hereof are inserted for convenience of reference only and shall in no way alter, modify, define or be used in construing the text of such sections or subsections.

15.8 Survival. The provisions hereof shall survive the execution of all instruments herein mentioned, shall continue in full force and effect until the Loan has been paid in full and shall not be affected by any investigation made by any party.

15.9 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

15.10 Notices. Any notice, demand, statement, request or consent made hereunder shall be in writing and shall be deemed to be received by the addressee upon (i) personal delivery, or (ii) the day after such notice is tendered to a nationally recognized overnight delivery service, or (iii) the third day following the day such notice is deposited with the United States Postal Service first class certified mail, return receipt requested, in any case addressed to the address set forth below of the party to whom such notice is to be given, or to such other address as any party shall in like manner designate in writing. The addresses of the parties hereto are as follows:

Borrower (All) :

c/o Century Communities Colorado, LLC

Attn: Rob Francescon

8390 E. Crescent Pkwy, Ste. 650

Greenwood Village, CO 80111

with a copy to Borrower’s counsel :

Marshall Fishman, Esq.

Lottner Rubin Fishman Brown & Saul P.C.

633 17 ^th Street, Suite 2700

Denver, CO 80202

Lender :

Vectra Bank Colorado

Attn: John Brimberry

2000 S. Colorado Blvd., #2-1200

Denver, CO 80222

15.11 Reliance by Lender. Lender is relying and is entitled to rely upon each and all of the provisions of this Agreement. Accordingly, if any provision or provisions of this Agreement should be held to be invalid or ineffective, then all other provisions hereof shall continue in full force and effect notwithstanding.

15.12 Participations/Syndication. Lender shall have the right at any time and from time to time to sell the Note or grant participations in the Loan and Loan Documents or to syndicate this Line of Credit to one or more additional lenders each of which must be a financial institution. Each participant or syndicate member shall be entitled to receive all information received by Lender regarding the creditworthiness of Borrower, any of its principals, including (without limitation) information required to be disclosed to a participant pursuant to Banking Circular 181 (Rev., August 2, 1984), issued by the Comptroller of the Currency (whether the participant is subject to the circular or not). Borrower shall execute, acknowledge and deliver any and all instruments requested by Lender to satisfy such purchasers, participants or syndicate members that the unpaid indebtedness evidenced by the Note is outstanding upon the terms and provisions set out in the Note and the other Loan Documents and to acknowledge such sales, participations or syndications.

15.13 Controlling Document. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of any other Loan Document, the terms and conditions of this Agreement shall control.

15.14 Construction of Agreement. All pronouns, whether in masculine, feminine or neuter form, shall be deemed to refer to the object of such pronoun whether same is masculine, feminine or neuter in gender, as the context may suggest or require. All terms used herein, whether or not defined in Section 1 hereof, and whether used in singular or plural form, shall be deemed to refer to the object of such term, whether such is singular or plural in nature, as the context may suggest or require.

15.15 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument.

15.16 Document Imaging . Lender shall be entitled, in its sole discretion, to image all or any selection of the Loan Documents, and items and records governing, arising from or relating to any of Borrower’s Loans, and may destroy or archive the paper originals. The parties hereto waive any right to insist Lender produce paper originals, agree that such images shall be accorded the same force and effect as the paper originals, and further agree that Lender is entitled to use such images in lieu of destroyed or archived originals for any purpose, including as admissible evidence in any demand, presentment or proceedings.

15.17 Continuing Lien. In addition to the Indebtedness and the Obligations under each and every Loan, the indebtedness and performance of obligations secured by the liens and security interests granted in the Loan Documents include all indebtedness and all obligations of whatever kind or character, whether now owing, hereafter arising or hereafter to be performed in connection with the construction of the Home, whether fixed or contingent, and including, without limitation: (i) those described in Sections 10.9 and 10.16 hereof, (ii) all indebtedness and obligations arising under any agreements between Borrower or Lender and the Governmental Authority have jurisdiction over any of the Property to assure the Governmental Authority that the Home will be constructed in accordance with the Plans and Specifications and to the satisfaction of any Governmental Authority, (iii) all indebtedness and obligations arising under any set aside letter or letters issued by Lender with respect to the amount of the Loan available for certain construction costs of the Home, and/or (iv) any letters of credit issued on Borrower’s behalf by Lender and/or its affiliates (collectively “ Additional Obligations ”). If, at the time the balance of the Loan is fully paid, any of the Additional Obligations remain to be paid or are subject to performance by Borrower, Lender or Lender’s affiliates, Lender shall not, notwithstanding anything contained to the contrary in any of the Loan Instruments, be obligated to release that portion of any Property remaining subject to the Deed of Trust given in connection with the Loan made for said Property (“ Remaining Property ”) as of the Pay-Off Date and the Remaining Property shall continue to secure the payment and performance of the Additional Obligations then remaining subject to the Deed of Trust as of the Pay-Off Date.

15.18 Attorneys’ Fees . In an Event of Default; or if proceedings are had in bankruptcy, receivership, reorganization, or other legal or judicial proceedings for the collection of the Loan or the foreclosure of any instrument securing the Line of Credit; or in the event Lender is made a party to any litigation or any litigation is threatened arising out of, as a result of, or in connection with the Line of Credit or as a result of the existence of any instrument securing the Line of Credit, Borrower and any surety, endorser, guarantor, and accommodation party hereby agree to pay to Lender all reasonable

out-of-pocket expenses and costs incurred by Lender in connection with any such collection, suit, or proceeding, in addition to the principal and interest then due, which expenses and costs shall include, by example and not limitation, the following: attorneys’ fees and costs; receiver’s fees and costs; sheriffs or public trustee’s fees and costs; appraisal fees; property inspection fees; environmental audits; loan servicing fees; expert witness fees; deposition costs; filing fees; the cost of mailing or serving process, notices, and other documents; copy costs; and title insurance premiums or abstracting charges.

15.19 Waiver of Defenses and Release of Claims. Borrower hereby (i) represents that neither Borrower nor any Affiliate or principal of Borrower has any defenses to or setoffs against any Indebtedness or other Obligations owing by Borrower, or by Borrower’s Affiliates or principals, to Lender or Lender’s Affiliates, nor any claims against Lender or Lender’s affiliates for any matter whatsoever, related or unrelated to the Indebtedness or Obligations, and (ii) releases Lender and Lender’s affiliates, officers, directors, employees and agents from all claims, causes of action, and costs, in law or equity, known or unknown, whether or not matured or contingent, existing as of the date hereof that Borrower has or may have by reason of any matter of any conceivable kind or character whatsoever, related or unrelated to the Indebtedness or Obligations, including the subject matter of this Agreement. The foregoing release does not apply, however, to claims for future performance of express contractual obligations that mature after the date hereof that are owing to the undersigned by Lender or Lender’s Affiliates. Borrower acknowledges that Lender has been induced to enter into or continue the Indebtedness or Obligations by, among other things, the waivers and releases in this paragraph.

15.20 Notice of Indemnification. BORROWER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT CONTAINS CERTAIN INDEMNIFICATION PROVISIONS WHICH MAY, IN CERTAIN INSTANCES, INCLUDE INDEMNIFICATION BY BORROWER OR OTHERS AGAINST LENDER’S OWN NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL ACTS OF LENDER).

15.21 Entire Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. THIS INSTRUMENT MAY BE AMENDED ONLY BY AN INSTRUMENT IN WRITING EXECUTED BY THE PARTIES HERETO.

15.22 Dispute Resolution. This section contains a jury waiver, arbitration clause, and a class action waiver. READ IT CAREFULLY.

This dispute resolution provision shall supersede and replace any prior “Jury Waiver,” “Judicial Reference,” “Class Action Waiver,” “Arbitration,” “Dispute Resolution,” or similar alternative dispute agreement or provision between or among the parties.

JURY TRIAL WAIVER; CLASS ACTION WAIVER. As permitted by applicable law, each party waives their respective rights to a trial before a jury in connection with any Dispute (as “ Dispute ” is hereinafter defined), and Disputes shall be resolved by a judge sitting without a jury. If a court determines that this provision is not enforceable for any reason and at any time prior to trial of the Dispute, but not later than 30 days after entry of the order determining this provision is unenforceable, any party shall be entitled to move the court for an order compelling arbitration and staying or dismissing such litigation pending arbitration (“ Arbitration Order ”). If permitted by applicable law, each party also waives the right to litigate in court or an arbitration proceeding any Dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney general.

ARBITRATION. If a claim, dispute, or controversy arises between us with respect to this Agreement, the Loan Documents, related agreements , or any other agreement or business relationship between any of us whether or not related to the subject matter of this Agreement (all of the foregoing, a “ Dispute ”), and only if a jury trial waiver is not permitted by applicable law or ruling by a court, any of us may require that the Dispute be resolved by binding arbitration before a single arbitrator at the request of any party. By agreeing to arbitrate a Dispute, each party gives up any right that party may have to a jury trial, as well as other rights that party would have in court that are not available or are more limited in arbitration, such as the rights to discovery and to appeal.

Arbitration shall be commenced by filing a petition with, and in accordance with the applicable arbitration rules of, JAMS or National Arbitration Forum (“ Administrator ”) as selected by the initiating party. If the parties agree, arbitration may be commenced by appointment of a licensed attorney who is selected by the parties and who agrees to conduct the arbitration without an Administrator. Disputes include matters (i) relating to a deposit account, application for or denial of credit, enforcement of any of the obligations we have to each other, compliance with applicable laws and/or regulations, performance or services provided under any agreement by any party, (ii) based on or arising from an alleged tort, or (iii) involving either of our employees, agents, affiliates, or assigns of a party. However, Disputes do not include the validity, enforceability, meaning, or scope of this arbitration provision and such matters may be determined only by a court. If a third party is a party to a Dispute, we each will consent to including the third party in the arbitration proceeding for resolving the Dispute with the third party. Venue for the arbitration proceeding shall be at a location determined by mutual agreement of the parties or, if no agreement, in the city and state where lender or bank is headquartered.

After entry of an Arbitration Order, the non-moving party shall commence arbitration. The moving party shall, at its discretion, also be entitled to commence arbitration but is under no obligation to do so, and the moving party shall not in any way be adversely prejudiced by electing not to commence arbitration. The arbitrator: (i) will hear and rule on appropriate dispositive motions for judgment on the pleadings, for failure to state a claim, or for full or partial summary judgment; (ii) will render a decision and any award applying applicable law; (iii) will give effect to any limitations period in determining any Dispute or defense; (iv) shall enforce the doctrines of compulsory counterclaim, res judicata, and collateral estoppel, if applicable; (v) with regard to motions and the arbitration hearing, shall apply rules of evidence governing civil cases; and (vi) will apply the law of the state specified in the agreement giving rise to the Dispute. Filing of a petition for arbitration shall not prevent any party from (i) seeking and obtaining from a court of competent jurisdiction (notwithstanding ongoing arbitration) provisional or ancillary remedies including but not limited to injunctive relief, property preservation orders, foreclosure, eviction, attachment, replevin, garnishment, and/or the appointment of a receiver, (ii) pursuing non-judicial foreclosure, or (iii) availing itself of any self-help remedies such as setoff and repossession. The exercise of such rights shall not constitute a waiver of the right to submit any Dispute to arbitration.

Judgment upon an arbitration award may be entered in any court having jurisdiction except that, if the arbitration award exceeds $4,000,000, any party shall be entitled to a de novo appeal of the award before a panel of three arbitrators. To allow for such appeal, if the award (including Administrator, arbitrator, and attorney’s fees and costs) exceeds $4,000,000, the arbitrator will issue a written, reasoned decision supporting the award, including a statement of authority and its

application to the Dispute. A request for de novo appeal must be filed with the arbitrator within 30 days following the date of the arbitration award; if such a request is not made within that time period, the arbitration decision shall become final and binding. On appeal, the arbitrators shall review the award de novo, meaning that they shall reach their own findings of fact and conclusions of law rather than deferring in any manner to the original arbitrator. Appeal of an arbitration award shall be pursuant to the rules of the Administrator or, if the Administrator has no such rules, then the JAMS arbitration appellate rules shall apply.

Arbitration under this provision concerns a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act, 9 U.S.C. sec. 1 et seq. This arbitration provision shall survive any termination, amendment, or expiration of this Agreement. If the terms of this provision vary from the Administrator’s rules, this arbitration provision shall control.

RELIANCE. Each party (i) certifies that no one has represented to such party that the other party would not seek to enforce jury and class action waivers in the event of suit, and (ii) acknowledges that it and the other party have been induced to enter into this Agreement by, among other things, the mutual waivers, agreements, and certifications in this section.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

WHEREFORE, the parties hereto have executed this Agreement as of the date set forth on the cover page of this Agreement.


BORROWER:

CENTURY COMMUNITIES COLORADO, LLC , a Colorado limited liability company

By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

	By:
		Robert J. Francescon, Manager

BEACON POINTE, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

THE OVERLOOK AT TALLYN’S REACH, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

Amended and Restated Loan Agreement Signature Page


THE WHEATLANDS, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

RED ROCKS POINTE, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

BELVEDERE AT RIDGEGATE, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

Amended and Restated Loan Agreement Signature Page


ENCLAVE AT BOYD PONDS, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

THE VISTAS AT NOR’WOOD, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

BRADBURN VILLAGE HOMES, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

Amended and Restated Loan Agreement Signature Page


BARRINGTON HEIGHTS, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

THE VERANDA, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

LINCOLN PARK AT RIDGEGATE, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

Amended and Restated Loan Agreement Signature Page


CENTRAL PARK ROWHOMES, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

SHOENBERG FARMS, LLC , a Colorado limited liability company,

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

MONTECITO AT RIDGEGATE, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

Amended and Restated Loan Agreement Signature Page


WATERSIDE AT HIGHLAND PARK, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado
			limited liability company, Its Manager

			By:	/s/ Robert J. Francescon
				Robert J. Francescon, Manager


LENDER:

VECTRA BANK COLORADO, NATIONAL ASSOCIATION , a national banking association

By:		/s/ John L. Brimberry
Name:		John L. Brimberry
Title:		Senior Vice President

Amended and Restated Loan Agreement Signature Page

EXHIBIT A

ADDITIONAL APPROVED SUBDIVISION SHEET

THIS ADDITIONAL APPROVED SUBDIVISION SHEET is made as of , 20 , between and among CENTURY COMMUNITIES COLORADO, LLC, a Colorado limited liability company, BEACON POINTE, LLC, a Colorado limited liability company, THE OVERLOOK AT TALLYN’S REACH, LLC, a Colorado limited liability company, THE WHEATLANDS, LLC, a Colorado limited liability company, and RED ROCKS POINTE, LLC, a Colorado limited liability company (collectively, “ Borrower ”) all with principal offices at 8390 E. Crescent Pkwy, Ste. 650, Greenwood Village, CO 80111, and VECTRA BANK COLORADO, NATIONAL ASSOCIATION, a national banking association, with offices at 2000 S. Colorado Blvd., #21200 Denver, CO 80222 (“ Lender ”).

RECITALS

WHEREAS, Lender has established a revolving line of credit for Borrower pursuant to that certain Amended and Restated Loan Agreement (“ Agreement ”), dated as of March 22, 2012, as modified and amended from time to time (“ Loan Agreement ”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Loan Agreement.

WHEREAS, Borrower owns or will own platted lots in the subdivision known as in County, Colorado, and Borrower has requested that Lender add such subdivision as an Approved Subdivision under the Loan Agreement.

WHEREAS, Borrower has provided Lender with all of the information and documents that Lender has requested with respect to such subdivision including, without limitation, the common interest community documents, final plat(s), Appraisal, Assignment of Agreements, Budget, Plans and Specifications, and Project Construction Documents, and Lender has, in Lender’s sole discretion, approved such subdivision.

NOW THEREFORE, in consideration of the foregoing and subject to the terms hereof, Lender and Borrower hereby agree as follows:

1. The definition of “Approved Subdivision” set forth in Section 1.9 of the Loan Agreement is hereby amended to include the subdivision known as in County, Colorado.

2. The subdivision known as in County, Colorado, and any Loans requested for construction of Homes on Lots in such subdivision, shall be subject to all of the terms and conditions of the Loan Agreement.


BORROWER:

CENTURY COMMUNITIES COLORADO, LLC , a Colorado limited liability company

By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

	By:
		Robert J. Francescon, Manager

EXHIBIT A Page - 1 -



BEACON POINTE, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

THE OVERLOOK AT TALLYN’S REACH, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

THE WHEATLANDS, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

EXHIBIT A Page - 2 -


RED ROCKS POINTE, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

BELVEDERE AT RIDGEGATE, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

ENCLAVE AT BOYD PONDS, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

EXHIBIT A Page - 3 -


THE VISTAS AT NOR’WOOD, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

BRADBURN VILLAGE HOMES, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

BARRINGTON HEIGHTS, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

EXHIBIT A Page - 4 -


THE VERANDA, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

LINCOLN PARK AT RIDGEGATE, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

CENTRAL PARK ROWHOMES, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

EXHIBIT A Page - 5 -


SHOENBERG FARMS, LLC , a Colorado limited liability company,

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

MONTECITO AT RIDGEGATE, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

WATERSIDE AT HIGHLAND PARK, LLC , a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, Its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, Its Managing Member

		By:	DARO VENTURES LLC, a Colorado limited liability company, Its Manager

			By:
				Robert J. Francescon, Manager

EXHIBIT A Page - 6 -


LENDER:

VECTRA BANK COLORADO, NATIONAL ASSOCIATION , a national banking association

By:		/s/ John L. Brimberry
Name:		John L. Brimberry
Title:		Senior Vice President

EXHIBIT A Page - 7 -

Exhibit 10.13

PROMISSORY NOTE


U.S. $1,500,000.00		Denver, Colorado
		April 19, 2013

FOR VALUE RECEIVED, the undersigned (“Maker”) promises to pay to the order of RUTHERFORD INVESTMENTS, LLC , a Delaware limited liability company or its assigns (“Holder”), at its offices located at c/o Central Bancorp, 1 S. Nevada Ave, Suite 230, Colorado Springs, CO 80903, Attention: Ron Johnson, the principal sum of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00), bearing interest on the unpaid principal balance at the rate of three and one-half percent (3.5%) per annum.

Maker shall pay Holder interest and principal in the amounts set forth below in cash or other immediately available funds:

(a)

All accrued interest shall be paid quarterly beginning August 1, 2013, and continuing on each November 1, February 1, May 1 and August 1 during the term of this Note.

(b)

upon the closing and conveyance of each individual lot located on the Property (defined below) to a third party purchaser, Maker shall pay an amount equal to $1,500,000.00 divided by the total number of individual lots comprising the Property, provided , however , in the event that the number of individual lots comprising the Property is amended by further subdivision plat during the term of this Note (the “ Amended Final Lots ”), such required payment shall equal an amount equal to (i) the then outstanding principal balance under this Note at the time of such amendment divided by (ii) the total number of Amended Final Lots that have not been previously released from the Deed of Trust securing the Property at such time. Nothing in this paragraph is to be interpreted as preventing Maker from paying a release price at any time for releasing a lot from the Deed of Trust (as hereinafter defined) securing this Note in accordance with the Deed of Trust.

(c)

If not sooner paid, the entire principal balance outstanding and all accrued interest shall be due and payable in full upon the earliest to occur of (a) the date falling three (3) years after the date of this Note; or (b) upon the occurrence of an acceleration event under this Note or the Deed of Trust securing this Note.

Payments received for application to this Note shall be applied first to the payment of accrued interest at the rate specified herein, and then, to the balance applied in reduction of the principal amount hereof. However, provided no accrued interest is then due and owning, the payment by Maker to Holder of a release price for a release of a lot from the Deed of Trust in accordance with the Deed of Trust shall be applied by Holder in reduction of the principal amount hereof.

If the payment required hereunder is not paid when due and following a three (3) day written notice of default to Maker (other than as related to a second default within any twelve (12) month period or as related to payments under paragraph (b) above, for which no notice of default is required), or if any Event of Default (as defined in the Deed of Trust) occurs under the Deed of Trust, the entire principal amount outstanding and accrued interest thereon shall at once become due and payable at the option of the Holder; and the indebtedness shall bear interest at the rate of ten percent (10%) per annum from the date of default. Holder shall be entitled to collect all reasonable costs and expenses of collection and/or suit, including, but not limited to, reasonable attorneys’ fees.

Maker hereby waives presentment, notice of dishonor or protest, substitution or release of collateral, and to the addition or release of any party designated by Holder. No delay or omission on the part of Holder in exercising any right or remedy hereunder, and no grant by Holder of extensions of time for payment or partial payments before, at, or after maturity, shall operate as a waiver of such right or of any other right of such Holder, nor shall any delay, omission or waiver on any single occasion be deemed a bar to or waiver of the same or any other right on any future occasion. This Note shall be the joint and several obligation of Maker and all other makers, sureties, guarantors and endorsers, their successors and assigns.

Borrower may prepay the principal amount outstanding under this Note, in whole or in part, at any time without penalty.

Any notice to Maker provided for in this Note shall be in writing and shall be given and be effective (1) upon delivery to Maker, (2) upon email transmission at the email address for Maker listed below, or (3) two (2) business days after mailing such notice by first-class U.S. mail, addressed to Maker at Maker’s address stated below, with a copy to legal counsel to Maker at its address stated below, or to such other address replacing either of the foregoing addresses as Maker may periodically designate by notice to Holder. Any notice to Holder shall be in writing and shall be given and be effective (1) upon delivery to Holder, or (2) two (2) business days after mailing such notice by first-class U.S. mail, to the Holder at the address stated in the first paragraph of this Note, or to such other address as Holder may designate by notice to Maker.

Payments of principal and any interest with respect to this Note are secured by the liens granted pursuant to the terms of the Deed of Trust of even date herewith from Maker for the benefit of Holder (the “Deed of Trust”) and recorded in the real property records of Adams County, Colorado against the real property identified on Exhibit A attached hereto, together with appurtenant rights and interests as described in the Deed of Trust (the “Property”). Maker covenants and warrants to Holder that said Deed of Trust upon recording shall constitute and remain a first priority lien upon the Property. Until released said Deed of Trust contains additional rights of the Holder. Such rights may cause acceleration of the indebtedness evidenced by this Note. Reference is made to said Deed of Trust for such additional terms and rights of Holder.

This Note shall be construed pursuant to the laws of the State of Colorado.


BRADBURN VILLAGE HOMES, LLC, a Colorado limited liability company

By:	Horizon Building Services, LLC, a Colorado limited liability company, its Manager

	By:	Century Communities Colorado, LLC, a Colorado limited liability company, its Managing Member

		By:	DARO Ventures, LLC, a Colorado limited liability company, its Manager

		By:
		Name:	ROBERT J. FRANCESCON
		Title:	CO-CEO

EXHIBIT A

Description of the Real Property

Lots 1 through 30, inclusive, Block 1;

Lots 1 through 12, inclusive, Block 2;

Lots 1 through 8, inclusive, Block 3;

Lots 1 through 5, inclusive, Block 4;

Lot 1, Block 5;

Lots 1 through 15, inclusive, Block 7;

Lots 1 through 32, inclusive, Block 8;

Lots 1 through 15, inclusive, Block 9;

Tracts A, B, C, D, E, F, G, and H; and

Outlots 1, 2, 3, 4, and 5,

Bradburn East Filing No. 1,

County of Adams, State of Colorado.

Exhibit 10.14

ASSIGNMENT OF INTEREST

REGENCY AT RIDGEGATE, LLC

CENTURY COMMUNITIES COLORADO, LLC, a Colorado limited liability company (“ Assignor ”), hereby conveys, transfers, and assigns to Daro Ventures III, LLC, a Colorado limited liability company (“ Assignee ”), on behalf of Daro Ventures, LLC and Daro Ventures II, LLC, Assignor’s entire interest (the “ Assigned Interest ”) in Regency at Ridgegate, LLC, a Colorado limited liability company (“ Ridgegate ”). In connection with such assignment, Assignor and Assignee agree as follows:

Assignor hereby represents and warrants to Assignee that as of the execution of this Assignment by the two parties, that Assignor owns a 22.5% membership interest in, to and of Ridgegate.

This Assignment shall be binding upon and inure to the benefit of the successors, assignees, personal representatives, heirs and legatees of all the respective parties hereto.

This Assignment may be executed in any number of counterparts, each of which shall be considered an original for all purposes, and all of which when taken together shall constitute a single counterpart instrument. Executed signature pages to any counterpart instrument may be detached and affixed to a single counterpart, with such single counterpart with multiple executed signature pages affixed there to constituting the original counterpart instrument. All of those counterpart pages shall be read as though one, and they shall have the same force and effect as if all the signers had executed a single signature page.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

This Assignment is effective as of the 9 ^th day of September, 2012.

ASSIGNOR

CENTURY COMMUNITIES COLORADO, LLC

Dale Francescon, CO-CEO

ASSIGNEE

DARO VENTURES III, LLC

Robert J. Francescon, Manager

Exhibit 10.15

ASSIGNMENT OF INTEREST

ARCADIA HOLDINGS AT CC HIGHLANDS ONE, LLC

Dale Francescon and Robert J. Francescon (collectively, “ Assignor ”) on behalf of Daro Ventures, LLC and Daro Ventures II, LLC, hereby conveys, transfers, and assigns to Century Communities Colorado, LLC, a Colorado limited liability company (“ Assignee ”), Assignor’s entire interest (the “ Assigned Interest ”) in Arcadia Holdings at CC Highlands One, LLC, a Colorado limited liability company (“ CCH ”). In connection with such assignment, Assignor and Assignee agree as follows:

Assignor hereby represents and warrants to Assignee that as of the execution of this Assignment by the two parties, that Assignor owns the entire membership interest in, to and of CCH.

This Assignment shall be binding upon and inure to the benefit of the successors, assignees, personal representatives, heirs and legatees of all the respective parties hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

This Assignment is effective as of the 31 ^st day of December, 2012.

ASSIGNOR

Dale Francescon

Robert J. Francescon

ASSIGNEE

CENTURY COMMUNITIES COLORADO, LLC

Dale Francescon, CO-CEO

Exhibit 10.16

ASSIGNMENT OF INTEREST

ARCADIA HOLDINGS AT CC HIGHLANDS TWO, LLC

Dale Francescon and Robert J. Francescon (collectively, “ Assignor ”) on behalf of Daro Ventures, LLC and Daro Ventures II, LLC, hereby conveys, transfers, and assigns to Century Communities Colorado, LLC, a Colorado limited liability company (“ Assignee ”), Assignor’s entire interest (the “ Assigned Interest ”) in Arcadia Holdings at CC Highlands Two, LLC, a Colorado limited liability company (“ CCH ). In connection with such assignment, Assignor and Assignee agree as follows:

Assignor hereby represents and warrants to Assignee that as of the execution of this Assignment by the two parties, that Assignor owns the entire membership interest in, to and of CCH.

This Assignment shall be binding upon and inure to the benefit of the successors, assignees, personal representatives, heirs and legatees of all the respective parties hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

This Assignment is effective as of the 31 ^st day of December, 2012.

ASSIGNOR

Dale Francescon

Robert J. Francescon

ASSIGNEE

CENTURY COMMUNITIES COLORADO, LLC

Dale Francescon, CO-CEO

Exhibit 10.17

ASSIGNMENT OF INTEREST

WATERSIDE AT HIGHLAND PARK, LLC

CENTURY COMMUNITIES COLORADO, LLC, a Colorado limited liability company (“ Assignor ”), hereby conveys, transfers, and assigns to Dale Francescon and Robert J. Francescon (collectively, “ Assignee ”), on behalf of Daro Ventures, LLC and Daro Ventures II, LLC, Assignor’s entire interest (the “ Assigned Interest ”) in Waterside at Highland Park, LLC, a Colorado limited liability company (“ Waterside ”). The conveyance, transfer and assignment shall be 50% to Dale Francescon and 50% to Robert J. Francescon. In connection with such assignment, Assignor and Assignee agree as follows:

Assignor hereby represents and warrants to Assignee that as of the execution of this Assignment by the two parties, that Assignor owns the entire membership interest in, to and of Waterside.

This Assignment shall be binding upon and inure to the benefit of the successors, assignees, personal representatives, heirs and legatees of all the respective parties hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

This Assignment is effective as of the 31 ^st day of December, 2012.

ASSIGNOR

CENTURY COMMUNITIES COLORADO, LLC

Dale Francescon, CO-CEO

ASSIGNEE

Dale Francescon

Robert J. Francescon

Exhibit 10.18

ASSIGNMENT OF INTEREST

WATERSIDE AT HIGHLAND PARK, LLC

Dale Francescon and Robert J. Francescon (collectively, “ Assignor ”) on behalf of Daro Ventures, LLC and Daro Ventures II, LLC, hereby conveys, transfers, and assigns to Century Communities Colorado, LLC, a Colorado limited liability company (“ Assignee ”), Assignor’s entire interest (the “ Assigned Interest ”) in Waterside at Highland Park, LLC, a Colorado limited liability company (“ Waterside ”). In connection with such assignment, Assignor and Assignee agree as follows:

Assignor hereby represents and warrants to Assignee that as of the execution of this Assignment by the two parties, that Assignor owns the entire membership interest in, to and of Waterside.

This Assignment shall be binding upon and inure to the benefit of the successors, assignees, personal representatives, heirs and legatees of all the respective parties hereto.

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This Assignment is effective as of the 1 ^st day of March 2013.

ASSIGNOR

Dale Francescon

Robert J. Francescon

ASSIGNEE

CENTURY COMMUNITIES COLORADO, LLC

Dale Francescon, CO-CEO

Exhibit 10.19

CONTRACT FOR PURCHASE AND SALE

OF VACANT LAND

THIS CONTRACT FOR PURCHASE AND SALE OF VACANT LAND (the “Contract”) is made and entered into as of March 1, 2013 by and between Arcadia Holdings at Vista Ridge, LLC, a Colorado limited liability company (“Seller”) and Century Communities Colorado, LLC , a Colorado Limited Liability Company and/or its subsidiaries and assigns (“Buyer”).

R E C I T A L S

A. Seller owns and/or has the right to purchase certain real property set forth on Exhibit A attached hereto and made a part hereof (the “Property”).

B. Seller desires to sell the Property to Buyer, and Buyer desires to purchase the Property from Seller, in accordance with the terms and conditions contained in this Contract.

A G R E E M E N T

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Contract, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the Parties, Buyer and Seller hereby agree as follows:

1.	PURCHASE AND SALE.

Subject to the terms and conditions set forth herein, Seller hereby agrees to sell and convey the Property to Buyer, and Buyer hereby agrees to acquire and purchase the Property from Seller. As used herein, “Property” shall include the real property described in Recital A above, together with all of Seller’s right, title and interest, if any, in and to all entitlements, easements, rights to adjacent streets, alleys and rights of way and related common area appurtenant to the Property. Refundable utility deposits, if any, are specifically excluded from this transfer. The deed to be delivered by Seller to Buyer at Closing shall contain the appropriate legal description of the Property.

2.	PURCHASE PRICE AND EARNEST MONEY DEPOSIT.

a. The purchase price for the Property shall be $4,550,000 (the “Purchase Price”). The Purchase Price shall be paid as follows:

(i)

The issuance to Seller of 225,000 shares of the Common Stock of Century Communities, Inc., a Delaware Corporation; and

(ii)

The sum of $50,000.00 in immediately available funds.

b. Buyer shall not be required to deposit with Seller an Earnest Money Deposit.

3.	TITLE.

a. Seller represents and warrants to Buyer that at the Closing, Seller will have, and will convey to Buyer, good and marketable fee simple title to the Property subject to matters of record and matters shown on an accurate survey and building and zoning regulations.

4.	INSPECTION AND APPROVALS.

a. Buyer represents and warrants to Seller that it is an experienced buyer of real property such as the Property and that it has conducted such reviews, tests, studies and investigations (collectively, “Due Diligence”) it deems necessary in connection with its purchase of the Property. Furthermore, Buyer and Seller agree that, except for representations and warranties specifically set forth herein, Buyer is purchasing the Property “as-is”, “where-is” and based solely upon the results of the Due Diligence.

5.	NOTICE AND RIGHT TO CURE.

Each party shall be entitled to written notice of any default (other than the failure to pay money for which a ten (10) day notice shall be given) and shall have thirty (30) days from receipt of such notice to cure such default prior to the exercise of any remedy provided herein. Seller agrees to cooperate with Buyer in any and all attempts by Buyer to cure any default within the default cure period.

6.	CLOSING.

a. Buyer and Seller shall consummate the acquisition of the Property in one transaction upon Seller’s notice to Buyer one day prior to Seller’s determination of the closing date but in no event no later than May 30, 2013 (“Closing”).

b. At the Closing, Seller shall deliver to Buyer a bargain and sale deed conveying the Property and such other documents as may be required to consummate the transaction according to the legal description as approved by Buyer and possession of the Property.

c. At the Closing, Buyer shall deliver to Seller the Purchase Price for the Property.

d. Ad valorem taxes and any Metropolitan District Assessments and Mill Levy for the then-current year shall not be prorated at the Closing, effective as of the date of Closing. All prior year taxes, if any, shall be the responsibility of Buyer.

e. Buyer specifically waives the requirement of title insurance. However, Seller may cause Buyer to be named as an additional insured on any existing title insurance policy of Seller.

f. Buyer shall have the right, but not the obligation, to waive the failure of any condition and/or contingency for its benefit. Buyer shall have the right to terminate this Contract by written notice to Seller if, in Buyer’s reasonable determination, any condition precedent to Buyer’s obligation to consummate this transaction has become incapable or unlikely of being satisfied by the Closing. In such event, the parties shall have no further obligations or liabilities to the other.

7.	DEFAULT/TERMINATION.

a. If Seller fails to consummate this Contract for any reason except Buyer’s default, Buyer may (i) terminate the Contract, in which event neither party shall have any further obligations one to the other; (ii) enforce specific performance of this Contract as it sole and exclusive remedies.

b. If Buyer fails to consummate this Contract due to Buyer’s default, and Seller have fulfilled all of its obligations pursuant to the Contract, Seller shall have the right to (i) terminate the Contract, in which event neither party shall have any further obligations one to the other; (ii) enforce specific performance of this Contract; or (iii) bring suit for damages against Buyer.

8.	COMMISSION.

Seller and Buyer each hereby warrant and represent to the other that no brokers’, agents’, finders’ fees, commissions, or other similar fees are due or arising in connection with the entering into of this Contract, the sale and purchase of the Property, or the consummation of transactions contemplated herein.

9.	MISCELLANEOUS PROVISIONS.

a. Date of Contract . The term “date of this Contract” or “date hereof” or “effective date of this Contract” or “Effective Date” as used herein shall mean March 1, 2013.

postage fully prepaid, registered or certified mail, (ii) upon delivery if sent by hand delivery or by a nationally recognized overnight courier service; or (iii) if sent by fax, upon written confirmation from the sender’s fax that such transmission was successful, addressed to the intended recipient at the address on the signature page of this Contract. Any address for notice may be changed by prior written notice so given.

c. Interpretation . The parties hereto acknowledge and agree that each has been given the opportunity to independently review this Contract with legal counsel, and/or has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions hereof. The parties have equal bargaining power, and intend the plain meaning of the provisions herein. In the event of an ambiguity in, or dispute regarding, the interpretation of same, the interpretation of this Contract shall not be resolved by any rule of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the draftsman. This Contract shall be governed by the law of the State of Colorado in all respects including, but not limited to, validity, interpretation, construction, effect and jurisdiction. If any of the terms, covenants, conditions, obligations, or options created by this Contract shall be unlawful or void for violation of the rule against perpetuities or any analogous statutory provision, or any other statutory or common law rules imposing like or similar time limits, then such provision shall continue only for the period of the life or lives of the current Chief Executive Officer(s) of Buyer plus twenty-one years.

d. Attorneys’ Fees . If either party shall be required to employ an attorney to enforce or defend the rights of such party hereunder, the prevailing party shall be entitled to recover reasonable attorneys’ fees.

e. Integration . This Contract contains the complete agreement between the parties and cannot be varied except by the written agreement of the parties. The parties agree that there are no oral agreements, understandings, representations, or warranties which are not expressly set forth herein. This Contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A facsimile signature shall have the same effect as an original signature.

f. Survival . No portion of this Contract, including, without limitation, Seller’s representations and warranties, will survive the Closing of this transaction.

g. Binding Effect . This Contract shall inure to the benefit of and bind the parties hereto and their respective heirs, representatives, successors, and assigns.

h. Assignment . Buyer will have the right to assign this Contract and its rights and obligations hereunder to an affiliate of Buyer or related entity prior to Closing without Seller’s consent.

IN WITNESS WHEREOF, the parties hereto have executed this Contract on the date(s) set forth below.


SELLER:				BUYER:

Arcadia Holdings at Vista Ridge, LLC				Century Communities Colorado, LLC
a Colorado limited liability company				a Colorado limited liability company


BY				BY

Robert J. Francescon				Dale Francescon
PRINT NAME				PRINT NAME

Authorized Signatory				CO-CEO
TITLE				TITLE


DATE OF EXECUTION				DATE OF EXECUTION

EXHIBIT A

Vista Ridge

Lots 1 and 2, Lots 6 through 11 inclusive, Lots 24 and 25, Lots 29 through 84 inclusive, Lots 91 through 94 inclusive and Tracts B through T inclusive, Vista Ridge Filing No. 9, according to the plat recorded February 1, 2007 at Reception No. 3452397, County of Weld, State of Colorado.

Exhibit 10.20

CONTRACT FOR PURCHASE AND SALE

OF VACANT LAND

THIS CONTRACT FOR PURCHASE AND SALE OF VACANT LAND (the “Contract”) is made and entered into as of March 1, 2013 by and between Arista Investors Colorado, LLC, a Colorado limited liability company (“Seller”) and Century Communities Colorado, LLC, a Colorado Limited Liability Company and/or its subsidiaries or assigns (“Buyer”).

R E C I T A L S

A. Seller owns and/or has the right to purchase certain real property set forth on Exhibit A attached hereto and made a part hereof (the “Property”).

B. Seller desires to sell the Property to Buyer, and Buyer desires to purchase the Property from Seller, in accordance with the terms and conditions contained in this Contract.

A G R E E M E N T

1.	PURCHASE AND SALE.

2.	PURCHASE PRICE AND EARNEST MONEY DEPOSIT.

a. The purchase price for the Property shall be as set forth on Exhibit A (the “Purchase Price”).

b. Buyer shall not be required to deposit with Seller an Earnest Money Deposit.

3.	TITLE.

4.	INSPECTION AND APPROVALS.

5.	NOTICE AND RIGHT TO CURE.

6.	CLOSING.

c. At the Closing, Buyer shall deliver to Seller the Purchase Price for the Property.

e. Buyer specifically waives the requirement of title insurance. However, Seller may cause Buyer to be named as an additional insured on any existing title insurance policy of Seller.

7.	DEFAULT/TERMINATION.

a. If Seller fails to consummate this Contract for any reason except Buyer’s default. Buyer may (i) terminate the Contract, in which event neither party shall have any further obligations one to the other; (ii) enforce specific performance of this Contract as it sole and exclusive remedies.

8.	COMMISSION.

9.	MISCELLANEOUS PROVISIONS.

a. Date of Contract . The term “date of this Contract” or “date hereof’ or “effective date of this Contract” or “Effective Date” as used herein shall mean March 1, 2013.

b. Notices. Any notice or communication required or permitted hereunder shall be in writing and deemed to be delivered, whether actually received or not, (i) five (5) days after being deposited in the United States mail, postage fully prepaid, registered or certified mail, (ii) upon delivery if sent by hand delivery or by a nationally recognized overnight courier service; or (iii) if sent by fax, upon written confirmation from the sender’s fax that such transmission was successful, addressed to the intended recipient at the address on the signature page of this Contract. Any address for notice may be changed by prior written notice so given.

e. Integration. This Contract contains the complete agreement between the parties and cannot be varied except by the written agreement of the parties. The parties agree that there are no oral agreements, understandings, representations, or warranties which are not expressly set forth herein. This Contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A facsimile signature shall have the same effect as an original signature.

f. Survival. No portion of this Contract, including, without limitation, Seller’s representations and warranties, will survive the Closing of this transaction.

g. Binding Effect. This Contract shall inure to the benefit of and bind the parties hereto and their respective heirs, representatives, successors, and assigns.

h. Assignment. Buyer will have the right to assign this Contract and its rights and obligations hereunder to an affiliate of Buyer or related entity prior to Closing without Seller’s consent.

IN WITNESS WHEREOF, the parties hereto have executed this Contract on the date(s) set forth below.


SELLER:				BUYER:

Arista Investors Colorado, LLC a Colorado limited liability company				Century Communities Colorado, LLC a Colorado limited liability company



BY				BY

Robert J. Francescon				Dale Francescon
PRINT NAME				PRINT NAME

Authorized Signatory				CO-CEO
TITLE				TITLE


DATE OF EXECUTION				DATE OF EXECUTION

EXHIBIT A

*	The Purchase Price shall be paid as follows:

(i)

The issuance to Seller of 275,000 shares of the Common Stock of Century Communities, Inc., a Delaware Corporation; and

(ii)

The sum of $2,480,000.00 in immediately available funds.

EXHIBIT A-1

Lake Las Vegas

LOT G-1 OF FINAL MAP LAKE LAS VEGAS THE FALLS PARENT FINAL MAP A MERGER AND RESUBDIVISION AS SHOWN BY MAP THEREOF ON FILE IN BOOK 121 OF PLATS, PAGE 50 OFFICIAL RECORDS, CLARK COUNTY, NEVADA RECORDS

EXHIBIT A-2

Tanglewood Creek

A parcel of land located in the Southwest quarter of Section 27, Township 1 South, Range 68 West of the 6th Principal Meridian, County of Adams, State of Colorado, more particularly described as follows:

Commencing at the Northeast corner of the Southwest quarter of said Section 27; thence North 89°58’36” West along the North line of said Southwest quarter, a distance of 200.00 feet to a point on the West line of Interstate 25 as described in Book 473 at Page 201;

thence South 00°53’18” East along said West line, a distance of 830.00 feet to a point on the South line of that parcel described in Book 4790 at Page 161 and the Point of Beginning;

thence South 00°53’18” East continuing along the West line of said Book 473 at Page 201, a distance of 1,714.17 feet to a point on the North line of that parcel described in Book 970 at Page 76;

thence North 89°58’14” West along said North line, a distance of 898.40 feet to the Northwest corner of said parcel;

thence South 00°01’46” West along the West line of said parcel, a distance of 15.00 feet to the Northeast corner of a parcel of land described as Parcel B in Book 4790 at Page 164;

thence along the North and East lines of said parcel the following three (3) courses:

1) North 89°58’14” West a distance of 1,411.78 feet to a point of curvature;

2) along the arc of said curve to the right having a central angle of 89°16’42”, a radius of 60.00 feet and an arc length of 93.49 feet (the chord of which bears North 45°19’53” West, 84.32 feet);

3) North 00°41’32” West a distance of 1,213.92 feet to a point on the South line of that parcel described in Book 4790 at Page 161;

thence along the South line of said parcel the following two (2) courses;

1) North 71°28’13” East a distance of 1,379.90 feet;

2) North 89°07’08” East a distance of 1,050.00 feet to the Point of Beginning,

Excepting therefrom, that portion conveyed to the City of Westminster in the Deed recorded March 14, 2008 at Reception No. 2008000020823,

County of Adams,

State of Colorado.

Exhibit 10.21

CONTRACT FOR PURCHASE AND SALE

OF VACANT LAND

THIS CONTRACT FOR PURCHASE AND SALE OF VACANT LAND (the “Contract”) is made and entered into as of March 1, 2013 by and between High Pointe, Inc., a Colorado corporation (“Seller”) and Century Communities Colorado, LLC, a Colorado Limited Liability Company and/or its subsidiaries and assigns (“Buyer”).

R E C I T A L S

A. Seller owns and/or has the right to purchase certain real property set forth on Exhibit A attached hereto and made a part hereof (the “Property”).

B. Seller desires to sell the Property to Buyer, and Buyer desires to purchase the Property from Seller, in accordance with the terms and conditions contained in this Contract.

A G R E E M E N T

1.	PURCHASE AND SALE.

2.	PURCHASE PRICE AND EARNEST MONEY DEPOSIT.

a. The purchase price for the Property shall be as set forth on Exhibit A (the “Purchase Price”).

b. Buyer shall not be required to deposit with Seller an Earnest Money Deposit.

3.	TITLE.

4.	INSPECTION AND APPROVALS.

5.	NOTICE AND RIGHT TO CURE.

6.	CLOSING.

c. At the Closing, Buyer shall deliver to Seller the Purchase Price for the Property.

e. Buyer specifically waives the requirement of title insurance. However, Seller may cause Buyer to be named as an additional insured on any existing title insurance policy of Seller.

7.	DEFAULT/TERMINATION.

8.	COMMISSION.

9.	MISCELLANEOUS PROVISIONS.

a. Date of Contract . The term “date of this Contract” or “date hereof” or “effective date of this Contract” or “Effective Date” as used herein shall mean March 1, 2013.

e. Integration. This Contract contains the complete agreement between the parties and cannot be varied except by the written agreement of the parties. The parties agree that there are no oral agreements, understandings, representations, or warranties which are not expressly set forth herein. This Contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A facsimile signature shall have the same effect as an original signature.

f. Survival. No portion of this Contract, including, without limitation, Seller’s representations and warranties, will survive the Closing of this transaction.

g. Binding Effect. This Contract shall inure to the benefit of and bind the parties hereto and their respective heirs, representatives, successors, and assigns.

h. Assignment. Buyer will have the right to assign this Contract and its rights and obligations hereunder to an affiliate of Buyer or related entity prior to Closing without Seller’s consent.

IN WITNESS WHEREOF, the parties hereto have executed this Contract on the date(s) set forth below.


SELLER:				BUYER:

High Pointe, Inc., a Colorado corporation				Century Communities Colorado, LLC a Colorado limited liability company


BY				BY

Robert J. Francescon				Dale Francescon
PRINT NAME				PRINT NAME

AUTHORIZED SIGNATORY				CO. CEO
TITLE				TITLE


DATE OF EXECUTION				DATE OF EXECUTION

EXHIBIT A


1.	Oak Meadows (see Exhibit A-1 for legal description)	$	1,280,000

2.	Salisbury Heights (see Exhibit A-2 for legal description)	$	1,890,000

3.	Verona Estates (see Exhibit A-3 for legal description)	$	9,275,000

4.	Beacon Pointe (Fil. 4) (see Exhibit A-4 for legal description)	$	2,050,000

5.	Beacon Pointe (Fil. 6) (see Exhibit A-5 for legal description)	$	1,375,000

6.	Murphy Creek (see Exhibit A-6 for legal description)	$	810,000

7.	Outlook (see Exhibit A-7 for legal description)	$	1,330,000

8.	Claremont Ranch (see Exhibit A-8 for legal description)	$	675,000

9.	Meadows (see Exhibit A-9 for legal description)	$	1,240,000

10.	Saddleback Heights (see Exhibit A-10 for legal description)	$	960,000

11.	Cambria (see Exhibit A-11 for legal description)	$	595,000

	Purchase Price	$	21,480,000

EXHIBIT A-1

Oak Meadows

Lots 2 through 4, inclusive, Block 11;

Lots 15 and 16, Block 11;

Lots 18 through 25, inclusive Block 11;

Lots 28 through 30, inclusive, Block 11;

Lots 6 through 29, inclusive, Block 12;

Lots 2 and 5 through 7, inclusive, Block 13;

Lots 9, 10 and 13, Block 13;

Lots 15 through 23, inclusive, Block 13; and

Lots 9 through 16, inclusive, Block 14,

Oak Meadows P.U.D. Filing No. 2,

County of Weld,

State of Colorado.

EXHIBIT A-2

Salisbury Heights

PARCEL 1:

A TRACT OF LAND IN THE NORTHEAST QUARTER OF SECTION 28 TOWNSHIP 6 SOUTH, RANGE 66 WEST OF THE 6 ^TH PRINCIPAL MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THE SOUTH LINE OF SAID NORTHEAST QUARTER AT ITS INTERSECTION WITH THE WEST LINE OF THE COUNTY ROAD,

THENCE WEST ALONG SAID SOUTH LINE, A DISTANCE OF 1208.60 FEET TO A POINT THAT IS 650.00 FEET EAST OF THE SOUTHWEST CORNER OF SAID NORTHEAST QUARTER.

THENCE NORTH ON AN ANGLE OF 89 DEGREES 37 MINUTES 20 SECONDS, A DISTANCE OF 360.50 FEET;

THENCE EAST PARALLEL WITH THE SOUTH LINE OF SAID NORTHEAST QUARTER, A DISTANCE OF 1208.60 TO THE WEST LINE OF THE COUNTY ROAD.

THENCE SOUTH ALONG SAID WEST LINE, A DISTANCE OF 360.50 FEET TO THE POINT OF BEGINNING,

COUNTY OF DOUGLAS, STATE OF COLORADO.

PARCEL 2:

A TRACT OF LAND SITUATED IN THE NORTHEAST QUARTER OF SECTION 28, TOWNSHIP 6 SOUTH. RANGE 66 WEST OF THE 6 ^TH PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS BEGINNING AT THE CENTER QUARTER CORNER OF SAID SECTION 28. THENCE NORTHERLY ALONG THE WEST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 28, A DISTANCE OF 901.25 FEET. THENCE EASTERLY PARALLEL WITH THE SOUTH LINE OF SAID NORTHEAST QUARTER A DISTANCE OF 647.92 FEET TO A POINT THAT IS 1203.60 FEET WEST OF THE WEST LINE OF THE COUNTY ROAD, THENCE SOUTHERLY ON AN ANGLE TO THE RIGHT OF 89 DEGREES 37 MINUTES 20 SECONDS A DISTANCE OF 901.25 FEET TO A POINT ON THE SOUTH LINE OF SAID NORTHEAST QUARTER, SAID POINT BEING 660.00 FEET EAST OF THE SOUTHWEST CORNER OF SAID NORTHEAST QUARTER THENCE WESTERLY ALONG SAID SOUTH LINE. A DISTANCE OF 660.00 FEET TO THE POINT OF BEGINNING, COUNTY OF DOUGLAS, STATE OF COLORADO

PARCEL 3:

A TRACT OF LAND SITUATED IN THE NORTHEAST QUARTER OF SECTION 28, TOWNSHIP 6 SOUTH RANGE 66 WEST OF THE 6 ^TH PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE WEST LINE OF THE COUNTY ROAD THAT IS 360.50 FEET NORTH OF THE INTERSECTION OF THE SOUTH LINE OF SAID NORTHEAST QUARTER AND THE WEST LINE OF SAID COUNTY ROAD, SAID POINT BEING THE NORTHEAST CORNER OF TRACT DESCRIBED IN BOOK 192 AT PAGE 349; THENCE WESTERLY PARALLEL WITH THE SOUTH LINE OF SAID NORTHEAST QUARTER AND ALONG THE NORTH LINE OF TRACT DESCRIBED IN BOOK 192 AT PAGE 349 A DISTANCE OF 1208.60 FEET; THENCE NORTHERLY ON AN ANGLE TO THE RIGHT OF 59 DEGREES 37 MINUTES 20 SECONDS A DISTANCE OF 540.75 FEET; THENCE EASTERLY PARALLEL WITH THE SOUTH LINE OF SAID NORTHEAST QUARTER, A DISTANCE OF 1208.60 FEET TO THE WEST LINE OF THE COUNTY ROAD, THENCE SOUTHERLY ALONG SAID WEST LINE A DISTANCE OF 540.75 FEET TO THE POINT OF BEGINNING, COUNTY OF DOUGLAS, STATE OF COLORADO

EXHIBIT A-3

Verona Estates

Lots 1-13, inclusive, block 1;

Lots 1-19, inclusive, block 2;

Lots 1-33, inclusive, block 3;

Lots 1-8, inclusive, block 4; and

Tracts A-V, inclusive.

Verona Estates Filing No. 1 Final Plat,

City of Centennial, Arapahoe County, State of Colorado

recorded in Arapahoe County Clerk and Recorder’s Office at reception number 00040276.

EXHIBIT A-4

Beacon Point Fil. 4

Lots 1 through 82, inclusive, Block 1;

Beacon Point Subdivision Filing No. 4,

City of Aurora,

County of Arapahoe,

State of Colorado.

EXHIBIT A-5

Beacon Point Fil. 6

Lots 83 through 174, inclusive, Block 1;

Beacon Point Subdivision Filing No. 4,

City of Aurora,

County of Arapahoe,

State of Colorado.

EXHIBIT A-6

Murphy Creek

Lots 1 through 10, inclusive, 14 through 17 inclusive, Block 2;

Lots 15 through 18 inclusive, and 22, Block 3;

Lots 1 through 4 inclusive, 21, 22, 31 and 32, Block 4;

Murphy Creek Subdivision Filing No. 10,

City of Aurora,

County of Arapahoe,

State of Colorado.

EXHIBIT A-7

Outlook

LOTS 3-7, 9, 10 AND 12-15, BLOCK 1, LOTS 1-3 AND 15, BLOCK 10, LOTS 8, 9 AND 11, BLOCK 11, LOTS 1-4 AND 6-21, BLOCK 12, THE VILLAGE, COUNTY OF ADAMS, STATE OF COLORADO.

EXHIBIT A-8

Claremont Ranch

LOTS 1 THROUGH 5, INCLUSIVE, BLOCK 7,

LOTS 1 THROUGH 5, INCLUSIVE, BLOCK 8,

LOTS 1 THROUGH 5, INCLUSIVE, BLOCK 9,

LOTS 1 THROUGH 5, INCLUSIVE, BLOCK 10,

LOTS 1 THROUGH 5, INCLUSIVE, BLOCK 11,

LOTS 1 THROUGH 5, INCLUSIVE, BLOCK 12,

LOTS 1 THROUGH 5, INCLUSIVE, BLOCK 13,

LOTS 1 THROUGH 5, INCLUSIVE, BLOCK 14,

LOTS 1 THROUGH 5, INCLUSIVE, BLOCK 22,

CLAREMONT RANCH FILING NO. 5B, AMENDED,

COUNTY OF EL PASO, STATE OF COLORADO.

EXHIBIT A-9

Meadows

Lots 1A through 11A, Block 16;

Lots 12A through 18A, Block 19;

Lots 1A through 17A, Block 20; and

Lots 10A through 41A, Block 21.

The Meadows Filing No. 18 First Amendment, County of Douglas, State of Colorado.

EXHIBIT A-10

Saddleback Heights

PARCEL A:

Lots 1, 7, 8, 10, 12, 13, 14, 15, 21, 22, 23, 25, 26, 27, 28, 29, 32, 33, 34, 35, 36, 37 and 38, SADDLEBACK HEIGHTS,

County of Weld, state of Colorado

PARCEL B:

Lot 17, SADDLEBACK HEIGHTS,

County of Weld, State of Colorado

END OF LEGAL DESCRIPTION

EXHIBIT A-11

Cambria

LOTS 24 THROUGH 32, LOT 48, LOTS 52 THROUGH 55 AND LOTS 78 THROUGH 80 OF “ANN & COMMERCE” ON FILE IN BOOK 129, PAGE 67 OF PLATS IN THE OFFICE OF THE CLARK COUNTY, NEVADA RECORDER’S OFFICE, LYING WITHIN THE NORTHEAST QUARTER (NE 1/4) OF THE NORTHWEST QUARTER (NW 1/4) OF SECTION 34, TOWNSHIP 19 SOUTH, RANGE 61 EAST, M.D.M.

Exhibit 10.22

CONTRACT FOR PURCHASE AND SALE

OF VACANT LAND

THIS CONTRACT FOR PURCHASE AND SALE OF VACANT LAND (the “Contract”) is made and entered into as of March 1, 2013 by and between High Pointe, Inc., a Colorado corporation (“Seller”) and Venue at Arista, LLC, a Colorado Limited Liability Company (“Buyer”).

R E C I T A L S

A. Seller owns and/or has the right to purchase certain real property set forth on Exhibit A attached hereto and made a part hereof (the “Property”).

B. Seller desires to sell the Property to Buyer, and Buyer desires to purchase the Property from Seller, in accordance with the terms and conditions contained in this Contract.

A G R E E M E N T

1.	PURCHASE AND SALE.

Subject to the terms and conditions set forth herein, Seller hereby agrees to sell and convey the Property to Buyer, and Buyer hereby agrees to acquire and purchase the Property from Seller. As used herein, “Property” shall include the real property described in Recital A above, together with all of Seller’s right, title and interest, if any, in and to all entitlements, easements, rights to adjacent streets, alleys and rights of way and related common area appurtenant to the Property. The deed to be delivered by Seller to Buyer at Closing shall contain the appropriate legal description of the Property.

2.	PURCHASE PRICE AND EARNEST MONEY DEPOSIT.

a.	The purchase price for the Property shall be as set forth on Exhibit A (the “Purchase Price”).

b.	Buyer shall not be required to deposit with Seller an Earnest Money Deposit.

3.	TITLE.

4.	INSPECTION AND APPROVALS.

5.	NOTICE AND RIGHT TO CURE.

6.	CLOSING.

a. Buyer and seller shall consummate the acquisition of the Property in one transaction upon Seller’s notice to Buyer one day prior to Seller’s determination of the closing date but in no event later than March 31, 2013 (“Closing”).

b. At the Closing, Seller shall deliver to Buyer a bargain and sale deed conveying the Property and such other documents as may be required to consummate the transaction as approved by Buyer and possession of the Property.

c. At the Closing, Buyer shall deliver to Seller the Purchase Price for the Property, Buyer shall have option of paying the Purchase Price in cash or by delivery of a promissory note (the “Note”) in such amount in favor of Seller. If Buyer elects to provide the Note, it shall include a maturity date no later than July 1, 2013 (the “Maturity Date”) and an interest rate of one and one-half percent (1 ¹ ⁄ ₂ %), which amount shall be payable no later than the Maturity Date.

e. Buyer specifically waives the requirement of a title policy.

7.	DEFAULT/TERMINATION.

a. If Seller fails to consummate this Contract for any reason except Buyer’s default, Buyer may (i) terminate the Contract, in which event neither party shall have any further obligations one to the other; or; (ii) enforce specific performance of this Contract, as its sole and exclusive remedies.

b. If Buyer fails to consummate this Contract due to Buyer’s default, and Seller have fulfilled all of its obligations pursuant to the Contract, Seller shall have the right to (i) terminate the contract, in which event neither party shall have any further obligations one to the other; (ii) enforce specific performance of this Contract; or (iii) bring suit for damages against Buyer.

8.	COMMISSION.

9.	MISCELLANEOUS PROVISIONS.

a. Date of Contract . The term “date of this Contract” or “date hereof” or “effective date of this Contract” as used herein shall mean March 1, 2013.

understand, interpret, and agree to the particular language of the provisions hereof. The parties have equal bargaining power, and intend the plain meaning of the provisions herein. In the event of an ambiguity in, or dispute regarding, the interpretation of same, the interpretation of this Contract shall not be resolved by any rule of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the draftsman. This Contract shall be governed by the law of the State of Colorado in all respects including, but not limited to, validity, interpretation, construction, effect and jurisdiction. If any of the terms, covenants, conditions, obligations, or options created by this Contract shall be unlawful or void for violation of the rule against perpetuities or any analogous statutory provision, or any other statutory or common law rules imposing like or similar time limits, then such provision shall continue only for the period of the life or lives of the current Chief Executive Officer(s) of Buyer plus twenty-one years.

e. Integration. This Contract contains the complete agreement between the parties and cannot be varied except by the written agreement of the parties. The parties agree that there are no oral agreements, understandings, representations, or warranties which are not expressly set forth herein. This Contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A facsimile signature shall have the same effect as an original signature.

f. Survival. Any portion of this Contract, including, without limitation, Seller’s representations and warranties, will survive the Closing of this transaction as a continuing agreement by and between the parties.

g. Binding Effect. This Contract shall inure to the benefit of and bind the parties hereto and their respective heirs, representatives, successors, and assigns.

h. Assignment. Buyer will have the right to assign this Contract and its rights and obligations hereunder to an affiliate or related company prior to Closing without Seller’s consent.

IN WITNESS WHEREOF, the parties hereto have executed this Contract on the date(s) set forth below.


SELLER:				BUYER:

High Pointe, Inc. a Colorado corporation				Venue at Arista, LLC a Colorado limited liability company



BY				BY

Dale Francescon				Robert J. Francescon
PRINT NAME				PRINT NAME

President				CO - CEO
TITLE				TITLE

EXHIBIT A

Venue at Arista


See attached for legal description.		$1,395,000 Purchase Price

REMAINDER DESCRIPTION

SITUATED IN THE SOUTHWEST QUARTER OF SECTION 2,

TOWNSHIP 2 SOUTH, RANGE 69 WEST OF THE 6TH P.M.

CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO.

PARCEL E:

A PARCEL OF LAND BEING A PORTION OF LOTS 1 AND 2, BROOMFIELD URBAN TRANSIT VILLAGE – FILING NO. 17 RECORDED AT RECEPTION NO. 2008002692 AND A PORTION OF LOTS 1 THROUGH 5, INCLUSIVE, BROOMFIELD URBAN TRANSIT VILLAGE – FILING NO. 18 RECORDED AT RECEPTION NO. 2008002693 OF THE RECORDS OF THE CITY AND COUNTY OF BROOMFIELD CLERK AND RECORDER, SITUATED IN THE SOUTHWEST QUARTER OF SECTION 2, TOWNSHIP 2 SOUTH, RANGE 69 WEST OF THE 6TH PRINCIPAL MERIDIAN, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

ALL OF LOTS 1 AND 2, BROOMFIELD URBAN TRANSIT VILLAGE – FILING NO. 17 RECORDED AT RECEPTION NO. 2008002692 AND ALL OF LOTS 1 THROUGH 5, INCLUSIVE, BROOMFIELD URBAN TRANSIT VILLAGE – FILING NO. 18 RECORDED AT RECEPTION NO. 2008002693 OF THE RECORDS OF THE CITY AND COUNTY OF BROOMFIELD CLERK AND RECORDER,

EXCEPTING THEREFROM PARCEL A:

A PARCEL OF LAND ENCOMPASSING THE EXTERIOR SKIN OF AN EXISTING BUILDING INCLUSIVE OF PATIOS AND BALCONIES, BEING A PORTION OF LOT 5 BROOMFIELD URBAN TRANSIT VILLAGE – FILING NO. 18 RECORDED AT RECEPTION NO. 2008002693 OF THE RECORDS OF THE CITY AND COUNTY OF BROOMFIELD CLERK AND RECORDER, SITUATED IN THE SOUTHWEST QUARTER OF SECTION 2, TOWNSHIP 2 SOUTH, RANGE 69 WEST OF THE 6TH PRINCIPAL MERIDIAN, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 5;

THENCE SOUTH 7’32’35” WEST, A DISTANCE OF 40.25 FEET TO A POINT ON THE EXTERIOR FACE OF SAID BUILDING AND THE POINT OF BEGINNING;

THENCE ALONG THE EXTERIOR FACE OF SAID BUILDING ALL OF THE FOLLOWING COURSES:

THENCE SOUTH 00’14’02” WEST, A DISTANCE OF 80.39 FEET;

THENCE NORTH 89’45’58” WEST, A DISTANCE OF 0.50 FEET;

THENCE SOUTH 00’14’02’’ WEST, A DISTANCE OF 11.30 FEET;

THENCE NORTH 89’45’58” WEST, A DISTANCE OF 27.42 FEET;

THENCE SOUTH 00’14’02” WEST, A DISTANCE OF 4.29 FEET;

THENCE NORTH 89’45’58” WEST, A DISTANCE OF 4.58 FEET;

THENCE NORTH 00’14’02” EAST, A DISTANCE OF 4.29 FEET;

THENCE NORTH 89’45’58” WEST, A DISTANCE OF 3.08 FEET;

THENCE NORTH 00’14’02” EAST, A DISTANCE OF 67.34 FEET;

THENCE NORTH 44’45’58” WEST, A DISTANCE OF 29.50 FEET;

THENCE NORTH 89’45’58” WEST, A DISTANCE OF 67.34 FEET;

THENCE NORTH 00’14’02” EAST, A DISTANCE OF 35.08 FEET;

THENCE SOUTH 89’45’58” EAST, A DISTANCE OF 11.30 FEET;

THENCE NORTH 00’14’02” EAST, A DISTANCE OF 0.50 FEET;

THENCE SOUTH 89’45’58” EAST, A DISTANCE OF 80.39 FEET;

THENCE SOUTH 00’14’02” WEST, A DISTANCE OF 3.72 FEET;

THENCE SOUTH 44’45’58” EAST, A DISTANCE OF 40.12 FEET;

THENCE SOUTH 89’45’58” EAST, A DISTANCE OF 3.72 FEET TO THE POINT OF BEGINNING.

CONTAINING 7,141 SQUARE FEET OR 0.16 ACRES, MORE OR LESS.

EXCEPTING THEREFROM PARCEL B:

A PARCEL OF LAND ENCOMPASSING THE EXTERIOR SKIN OF AN EXISTING BUILDING INCLUSIVE OF PATIOS AND BALCONIES, BEING A PORTION OF LOT 5, BROOMFIELD URBAN TRANSIT VILLAGE – FILING NO. 18 RECORDED AT RECEPTION NO. 2008002693 OF THE RECORDS OF THE CITY AND COUNTY OF BROOMFIELD CLERK AND RECORDER, SITUATED IN THE SOUTHWEST QUARTER OF SECTION 2, TOWNSHIP 2 SOUTH, RANGE 69 WEST OF THE 6TH PRINCIPAL MERIDIAN, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 5:

THENCE SOUTH 40’27’04” WEST, A DISTANCE OF 129.45 FEET TO A POINT ON THE EXTERIOR FACE OF SAID BUILDING AND THE POINT OF BEGINNING;

THENCE ALONG THE EXTERIOR FACE OF SAID BUILDING ALL OF THE FOLLOWING COURSES:

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 18.04 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 3.83 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 12.33 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 4.63 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 10.58 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 4.63 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 24.92 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 4.63 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 10.58 FEET;

[ILLEGIBLE]


DATE	REVISION COMMENTS	Century Communities	VENUE AT ARISTA DESCRIPTION	H ARRIS K OCHER S MITH [ILLEGIBLE] 1391 Speer Blvd. Suite 390 Denver, Colorado 80204 [ILLEGIBLE]	[ILLEGIBLE]
11-15-11	EXCEPTION

					[ILLEGIBLE] 1 [ILLEGIBLE]
					[ILLEGIBLE] 1 [ILLEGIBLE]

REMAINDER DESCRIPTION

SITUATED IN THE SOUTHWEST QUARTER OF SECTION 2,

TOWNSHIP 2 SOUTH, RANGE 69 WEST OF THE 6TH P.M.

CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO.

PARCEL E (CONT.):

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 4.63 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 12.33 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 3.83 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 18.04 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 1.13 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 3.46 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 1.08 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 0.41 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 10.08 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 0.99 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 12.67 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 1.50 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 2.96 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 1.50 FEET;

THENCE SOUTH 89’54’l6” WEST, A DISTANCE OF 13.50 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 7.71 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 9.17 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 29.21 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 5.00 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 4.71 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 3.00 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 7.46 FEET;

THENCE SOUTH 89’54’l6” WEST, A DISTANCE OF 3.63 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 7.33 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 0.38 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 9.58 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 4.00 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 7.29 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 3.00 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 4.71 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 5.00 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 29.20 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 9.17 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 7.71 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 13.50 FEET;

THENCE SOUTH 00’05’44’ EAST, A DISTANCE OF 1.50 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 2.96 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 1.50 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 12.67 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 4.04 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 12.29 FEET TO THE POINT OF BEGINNING.

CONTAINING 5,726 SQUARE FEET OR 0.13 ACRES, MORE OR LESS.

EXCEPTING THEREFROM PARCEL C:

COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 5;

THENCE SOUTH 60’08’18” WEST, A DISTANCE OF 210.57 FEET TO A POINT ON THE EXTERIOR FACE OF SAID BUILDING AND THE POINT OF BEGINNING; THENCE ALONG THE EXTERIOR FACE OF SAID BUILDING ALL OF THE FOLLOWING COURSES:

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 29.21 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 5.00 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 4.71 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 3.00 FEET;

[ILLEGIBLE]


DATE	REVISION COMMENTS	Century Communities	VENUE AT ARISTA DESCRIPTION	H ARRIS K OCHER S MITH [ILLEGIBLE] 1391 Speer Blvd. Suite 390 Denver, Colorado 80204 [ILLEGIBLE]	[ILLEGIBLE]
11-15-11	EXCEPTION

					[ILLEGIBLE] 2 [ILLEGIBLE]
					[ILLEGIBLE] 2 [ILLEGIBLE]

REMAINDER DESCRIPTION

SITUATED IN THE SOUTHWEST QUARTER OF SECTION 2,

TOWNSHIP 2 SOUTH, RANGE 69 WEST OF THE 6TH P.M.

CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO.

PARCEL E (CONT.):

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 7.29 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 4.00 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 9.58 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 0.35 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 7.33 FEET;

THENCE SOUTH 89’54‘16” WEST, A DISTANCE OF 3.62 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 7.46 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 3.00 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 4.71 FEET,

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 5.00 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 29.21 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 9.17 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 7.71 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 13.50 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 1.50 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 2.95 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 1.50 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 12.67 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 0.99 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 10.08 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 0.41 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 1.08 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 3.46 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 1.13 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 18.04 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 3.83 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 12.33 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 4.62 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 10.58 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 4.62 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 24.92 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 4.63 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 10.58 FEET;

THENCE SOUTH 89’54’16” WEST, A DISTANCE OF 4.63 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 12.33 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 3.83 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 18.04 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 12.29 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 4.04 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 12.67 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 1.50 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 2.96 FEET;

THENCE NORTH 00’05’44” WEST, A DISTANCE OF 1.50 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 13.50 FEET;

THENCE SOUTH 00’05’44” EAST, A DISTANCE OF 7.71 FEET;

THENCE NORTH 89’54’16” EAST, A DISTANCE OF 9.17 FEET TO THE POINT OF BEGINNING.

CONTAINING 5,726 SQUARE FEET OR 0.13 ACRES, MORE OR LESS.

EXCEPTING THEREFROM PARCEL D:

A PARCEL OF LAND ENCOMPASSING THE EXTERIOR SKIN OF AN EXISTING BUILDING INCLUSIVE OF PATIOS AND BALCONIES, BEING A PORTION OF LOTS 1 AND 2, BROOMFIELD URBAN TRANSIT VILLAGE – FILING NO. 17 RECORDED AT RECEPTION NO. 2008002592 AND A PORTION OF LOTS I THROUGH 5, INCLUSIVE, BROOMFIELD URBAN TRANSIT VILLAGE – FILING NO. 18 RECORDED AT RECEPTION NO. 2008002693 OF THE RECORDS OF THE CITY AND COUNTY OF BROOMFIELD CLERK AND RECORDER, SITUATED IN THE SOUTHWEST QUARTER OF SECTION 2, TOWNSHIP 2 SOUTH, RANGE 69 WEST OF THE 6TH PRINCIPAL MERIDIAN, CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 5;

THENCE SOUTH 77’05’01” WEST, A DISTANCE OF 190.48 FEET TO A POINT ON THE EXTERIOR FACE OF SAID BUILDING AND THE POINT OF BEGINNING;

[ILLEGIBLE]


DATE	REVISION COMMENTS	Century Communities	VENUE AT ARISTA DESCRIPTION	H ARRIS K OCHER S MITH [ILLEGIBLE] 1391 Speer Blvd. Suite 390 Denver, Colorado 80204 [ILLEGIBLE]	[ILLEGIBLE]
11-15-11	EXCEPTION

					[ILLEGIBLE] 3 [ILLEGIBLE]
					[ILLEGIBLE] 3 [ILLEGIBLE]

REMAINDER DESCRIPTION

SITUATED IN THE SOUTHWEST QUARTER OF SECTION 2,

TOWNSHIP 2 SOUTH, RANGE 69 WEST OF THE 6TH P.M.

CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO.

PARCEL E (CONT.):

THENCE ALONG THE EXTERIOR FACE OF SAID BUILDING ALL OF THE FOLLOWING COURSES:

THENCE NORTH 89’43’27” WEST, A DISTANCE OF 67.34 FEET;

THENCE SOUTH 45’16’33” WEST, A DISTANCE OF 29.50 FEET;

THENCE SOUTH 00’16’33” WEST, A DISTANCE OF 67.34 FEET;

THENCE NORTH 89’43’27” WEST, A DISTANCE OF 3.08 FEET;

THENCE SOUTH 00’16’33” WEST, A DISTANCE OF 4.29 FEET;

THENCE NORTH 89’43’27” WEST, A DISTANCE OF 4.58 FEET;

THENCE NORTH 00’16’33” EAST, A DISTANCE OF 4.29 FEET;

THENCE NORTH 89’43’27” WEST, A DISTANCE OF 27.42 FEET;

THENCE NORTH 00’16’33” EAST, A DISTANCE OF 11.30 FEET;

THENCE NORTH 89’43’27” WEST. A DISTANCE OF 0.50 FEET;

THENCE NORTH 00’16’33” EAST, A DISTANCE OF 80.39 FEET;

THENCE SOUTH 89’43’27” EAST, A DISTANCE OF 3.72 FEET;

THENCE NORTH 45’16’33” EAST, A DISTANCE OF 40.12 FEET;

THENCE NORTH 00’16’33” EAST, A DISTANCE OF 3.72 FEET;

THENCE SOUTH 89’43’27” EAST, A DISTANCE OF 80.39 FEES;

THENCE SOUTH 00’16’33” WEST, A DISTANCE OF 0.50 FEET;

THENCE SOUTH 89’43’27” EAST, A DISTANCE OF 11.30 FEET,

THENCE SOUTH 00’16’33” WEST, A DISTANCE OF 35.08 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM ANY PORTION OF THE ABOVE DESCRIBED PARCEL LYING WITHIN LOTS 3 AND 4, BROOMFIELD URBAN TRANSIT VILLAGE - FILING NO. 17 RECORDED AT RECEPTION NO. 2008002692.

SAID PARCEL E CONTAINING 222,701 SQUARE FEET OR 5.11 ACRES, MORE OR LESS.


DATE	REVISION COMMENTS	Century Communities	VENUE AT ARISTA DESCRIPTION	H ARRIS K OCHER S MITH [ILLEGIBLE] 1391 Speer Blvd. Suite 390 Denver, Colorado 80204 [ILLEGIBLE]	[ILLEGIBLE]
11-15-11	EXCEPTION

					[ILLEGIBLE] 4 [ILLEGIBLE]
					[ILLEGIBLE] 4 [ILLEGIBLE]

LOGO

EXHIBIT

SITUATED IN THE SOUTHWEST QUARTER OF SECTION 2,

TOWNSHIP 2 SOUTH, RANGE 69 WEST OF THE 6TH P.M.

CITY AND COUNTY OF BROOMFIELD, STATE OF COLORADO.


DATE	REVISION COMMENTS	Century Communities	VENUE AT ARISTA EXHIBIT	H ARRIS K OCHER S MITH [ILLEGIBLE] 1391 Speer Blvd. Suite 390 Denver, Colorado 80204 [ILLEGIBLE]	[ILLEGIBLE]
11-15-1	EXCEPTION

					[ILLEGIBLE] 6 [ILLEGIBLE]
					[ILLEGIBLE] 6 [ILLEGIBLE]

Exhibit 14.1

CENTURY COMMUNITIES, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

I.	PUTTING THIS CODE OF BUSINESS CONDUCT AND ETHICS TO WORK

About this Code of Business Conduct and Ethics

We at Century Communities, Inc. (the “Company”) are committed to the highest standards of business conduct in our relationships with each other, with companies with which we do business and with our stockholders and others. This requires that we conduct our business in accordance with all applicable laws and regulations and in accordance with the highest standards of business ethics. This Code of Business Conduct and Ethics (this “Code”) helps each of us in this endeavor by providing a statement of the fundamental principles and key policies and procedures that govern the conduct of our business. This Code describes standards of conduct for all employees and officers of the Company (collectively, “Company Personnel”) as well as directors of the Company, as applicable below. This Code is a statement of the Company’s expectations for Company Personnel. Neither the adoption of this Code nor any description of its provisions constitutes a representation that all of its employees and officers are at any time in full compliance. For the avoidance of doubt, in the event the policies and/or procedures of this Code differ from the policies and/or procedures of the Company’s Code of Ethics for Senior Executive and Financial Officers (the “SOX Code”), the policies and/or procedures of the SOX Code will control for purposes of the Company Personnel who are subject to the SOX Code.

The purpose of this Code is to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (ii) full, fair, accurate, timely and understandable disclosure in our Securities and Exchange Commission reports and other public communications, (iii) compliance with applicable laws, rules and regulations, (iv) prompt internal reporting of violations of this Code to appropriate persons identified in this Code and (v) accountability for adherence to this Code.

Our business depends on the quality of the Company’s reputation and in turn on all of us to exhibit integrity and engage only in principled business conduct. Thus, in many instances, the policies referenced in this Code go beyond the requirements of the law.

This Code is a statement of policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment. Employees of the Company are employed at-will except when they are covered by an express, written employment agreement. This means that an employee may choose to resign his or her employment at any time, for any reason or for no reason at all. Similarly, the Company may choose to terminate an individual’s employment at any time, with or without notice and for any legal reason or for no reason at all.

Meeting Our Shared Obligations

Each of us is responsible for knowing and understanding the policies and guidelines contained in the following pages. If questions arise, ask them; if there are ethical concerns, raise them. The Company’s Chief Financial Officer, and where applicable, specified members or committees of the Board of Directors, are responsible for overseeing and monitoring compliance with this Code, and the other resources set forth in this Code are available to answer questions and provide guidance and for all to report suspected misconduct. Our conduct must reflect the Company’s values, demonstrate ethical leadership and promote a work environment that upholds the Company’s reputation for integrity, ethical conduct and trust.

II.

RESPONSIBILITY TO OUR ORGANIZATION

Company Personnel and directors are expected to dedicate their best efforts to the business of the Company and to avoid any conflicts with the interests of the Company.

Conflicts of Interest

The identification and management of all conflicts of interest must be fundamental considerations in all of your business related activities. Broadly speaking, a conflict of interest may be present whenever your interests are inconsistent with, or appear to be inconsistent with, those of the Company. Conflicts of interest, if not properly addressed, can cause serious harm to the Company. Even the mere appearance of a conflict of interest (i.e., where no conflict may actually exist) can result in potentially irreversible damage to the Company’s reputation. As such, it is the responsibility of each of us to help in the effort to identify actual or potential conflicts of interest associated with the Company’s business and promptly bring any such issues to the attention of the Company’s Chief Financial Officer.

In order to maintain the highest degree of integrity in the conduct of the Company’s business and to maintain independent judgment, Company Personnel and directors must avoid any activity or personal interest that creates or appears to create a conflict between personal interests and the interests of the Company. A conflict of interest occurs when the individual’s private interests interfere in any way, or even appear to interfere, with the interests of the Company as a whole. A conflict situation can arise when the individual takes actions or has interests that make it difficult for the individual to perform his or her work objectively and effectively. Company Personnel and directors should never act in a manner that could cause them to lose their independence and objectivity or that could adversely affect the confidence of the companies with which we do business or fellow Company Personnel and directors, or the integrity of the Company or its procedures. Any transaction in which Company Personnel or directors have an interest must be approved by a vote of a majority of our disinterested and independent directors. Although we cannot list every conceivable conflict, the following are some common examples that illustrate actual or apparent conflicts of interest that should be avoided:

•

Improper Personal Benefits from the Company . Conflicts of interest arise when Company Personnel or directors, or members of the family of Company Personnel or directors, receive improper personal benefits as a result of a position with the

Company. Company Personnel and directors may not accept any benefits from the Company that have not been duly authorized and approved pursuant to Company policy and procedures.

•

Business Arrangements with the Company . Company Personnel and directors may not participate in a joint venture, partnership or other business arrangement with the Company, without the prior approval of a majority of the Company’s disinterested and independent directors.

•

Outside Employment or Activities . Other than with the prior written consent of the Company’s Chief Financial Officer, simultaneous employment with any other entity where such entity is a competitor of the Company, or where such employment interferes with the ability of Company Personnel to perform or carry out job responsibilities, serving as a director/trustee of a significant competitor of the Company, serving as a director/trustee of any entity in which the Company is invested or engaging in any activity that Company Personnel should reasonably expect to advance a competitor’s interests is strictly prohibited. It is the responsibility of such person to consult with the Company’s Chief Financial Officer to determine whether a planned activity will compete impermissibly with any of the Company’s business activities before you pursue the activity in question.

•

Charitable, Government and Other Outside Activities . The Company encourages all Company Personnel and directors to participate in projects and causes that further the welfare of our local communities. However, Company Personnel must refrain from engaging in any activity that will create a conflict of interest or the appearance of a conflict of interest or otherwise interfere with the ability of Company Personnel to perform or carry out job responsibilities.

•

Family Members Working In The Industry . Company Personnel and directors may find themselves in a situation where their spouse or significant other, one or more of their children, parents or in-laws, or someone else with whom they have a familial relationship is employed by a competitor of the Company or a company with which we do business. Such situations are not prohibited, but they call for extra sensitivity to security, confidentiality and conflicts of interest. There are several factors to consider in assessing such a situation. Among them: the relationship between the Company and the other company; the nature of the employee’s, executive officer’s or directors’ responsibilities with respect to the Company and those of the other person; and the access each of them has to their respective employer’s confidential information. Such a situation, however harmless it may appear, could arouse suspicions among associates that might affect working relationships. The very appearance of a conflict of interest can create problems, regardless of the propriety of the individual’s behavior.

To remove any such doubts or suspicions, Company Personnel and directors must disclose their specific situation to the Company’s Chief Financial Officer to assess the nature and extent of any concern and how it can be resolved. In some instances, any risk to the Company’s interests is sufficiently remote that the Company’s Chief

Financial Officer may only remind you to guard against inadvertently disclosing Company confidential information and not to be involved in decisions on behalf of the Company that involve the other company. Directors must disclose their specific situation to the Chairman of the Board.

•

Potential Company Conflicts of Interest . There are a variety of situations in which the Company itself may be viewed as having a conflict of interest. Ultimately, each of us is responsible for helping to identify Company-related conflicts of interest and promptly raising them with the Company’s Chief Financial Officer.

Company Opportunities

Company Personnel and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Company Personnel and directors may not take for themselves personally opportunities that are discovered through the use of Company property, information or position or use Company property, information or position for personal gain. Nor may they compete with the Company in any manner if doing so would breach their fiduciary obligations to the Company.

Entertainment, Gifts and Gratuities

When Company Personnel and directors are involved in making business decisions on behalf of the Company, their decisions must be based on uncompromised objectivity of judgment. Individuals interacting with any person who has business dealings with the Company (including companies with which the Company does business, competitors, contractors and consultants) must conduct such activities in the best interest of the Company. Company Personnel and directors must not accept any gifts, entertainment or gratuities that could influence or be perceived to influence decisions about the Company’s best interests.

•

Receipt of Gifts and Entertainment . Company Personnel and directors must not accept any gifts, entertainment or gratuities that could influence or be perceived to influence their business decisions on behalf of the Company. They must never request or ask for gifts, entertainment or any other business courtesies from people doing business with the Company. Unsolicited gifts and business courtesies, including meals and entertainment, are permissible if they are customary and commonly accepted business courtesies; are not excessive in value (i.e., do not exceed $100); and are given and accepted without an express or implied understanding that the individual is in any way obligated by his or her acceptance of the gift. Gifts that are outside these guidelines may not be accepted without the prior written approval of the Company’s Chief Financial Officer or in the case of directors, from the Chairman of the Board. Gifts of cash or cash equivalents (including gift certificates, securities, below-market loans, etc.) in any amount are prohibited and must be returned promptly to the donor. Loans (not including loans at market rates from financial institutions made in the ordinary course of business) from any counter-party, or entity in which the Company has an interest, are prohibited.

•

Offering Gifts and Entertainment . When the Company is providing a gift, entertainment or other accommodation in connection with Company business, it must do so in a manner that is in good taste and without excessive expense. Company Personnel and directors may not furnish or offer to furnish any gift that goes beyond the common courtesies associated with accepted business practices or that are excessive in value. The above guidelines for receiving gifts should be followed in determining when it is appropriate to give gifts and when prior written approval is necessary. Companies with which we do business likely have gift and entertainment policies of their own. We must be careful never to provide a gift or entertainment that violates the other company’s gift and entertainment policy.

What is acceptable in the commercial business environment may be entirely unacceptable in dealings with the government. There are strict laws that govern providing gifts, including meals, entertainment, transportation and lodging, to government officials and employees. Company Personnel and directors are prohibited from providing gifts or anything of value to government officials or employees or members of their families in connection with Company business without the prior written approval of the Company’s Chief Financial Officer or, in the case of a director, of the Chairman of the Board. For more information, see the section of this Code entitled “Interacting with Government.”

Giving or receiving any payment or gift in the nature of a bribe or kickback is absolutely prohibited.

Company Personnel and directors who encounter an actual or potential conflict of interest, face a situation where declining the acceptance of a gift may jeopardize a Company relationship, are requested to pay a bribe or provide a kickback or encounter a suspected violation of this Code must immediately report the situation to the Company’s Chief Financial Officer or, in the case of directors, to the Chairman of the Board.

Protection and Proper Use of Company Assets

We each have a duty to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. We should take measures to prevent damage to and theft or misuse of Company property. When an individual leaves the Company, all Company property must be returned to the Company. Incidental and occasional personal use of the Company’s electronic mail and telephone systems is permitted. However, please be aware that even personal messages on the Company’s computer and telephone systems are Company property and individuals therefore have no expectation of personal privacy in connection with their use of these resources, except as specifically authorized in this Code or elsewhere.

Company Books and Records

All Company documents must be completed accurately, truthfully and in a timely manner, including all travel and expense reports. When applicable, documents must be properly

authorized. The Company’s financial activities must be recorded in compliance with all applicable laws and accounting practices. The making of false or misleading entries, records or documentation is strictly prohibited. Company Personnel and directors must never create a false or misleading report or make a payment or establish an account on behalf of the Company with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents.

Record Retention

In the course of its business, the Company produces and receives large numbers of documents. Numerous laws require the retention of certain Company documents for various periods of time. The Company is committed to compliance with all applicable laws and regulations relating to the preservation of records. The Company’s policy is to identify, maintain, safeguard and destroy or retain, as applicable, all records in the Company’s possession on a systematic and regular basis.

An individual who learns of a subpoena or a pending or contemplated litigation or government investigation should immediately contact the Company’s Chief Financial Officer. The individual must retain and preserve ALL records that may be responsive to the subpoena or relevant to the litigation or that may pertain to the investigation until he or she is advised by the Company’s Chief Financial Officer as to how to proceed. The individual must also affirmatively preserve from destruction all relevant records that without intervention would automatically be destroyed or erased (such as e-mails and voicemail messages). Destruction of such records, even if inadvertent, could seriously prejudice the Company. Any questions regarding whether a particular record pertains to a pending or contemplated investigation or litigation or may be responsive to a subpoena or regarding how to preserve particular types of records should be directed to the Company’s Chief Financial Officer.

Confidential Information

Company Personnel and directors may learn, to a greater or lesser degree, facts about the Company’s business, plans, operations or “secrets of success” that are not known to the general public or to competitors. Sensitive information such as data of companies with which we do business, the terms offered or prices charged and marketing or strategic plans are examples of the Company’s confidential information or trade secrets. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or companies with which we do business, if disclosed. During the course of performing their responsibilities, individuals may obtain information concerning possible transactions with other companies or receive confidential information concerning other companies that the Company may be under an obligation to maintain as confidential.

Individuals must maintain the confidentiality of information entrusted to them by the Company or companies with which the Company does business, except when disclosure is authorized or legally mandated. Company Personnel and directors who possess or have access to confidential information or trade secrets must:

•

not use the information for their benefit or the benefit of persons inside or outside the Company.

•

carefully guard against disclosure of that information to people outside the Company. For example, such matters should not be discussed with family members or business or social acquaintances or in places where the information may be overheard, such as taxis, public transportation, elevators or restaurants.

•

not disclose confidential information to other Company Personnel unless such Company Personnel need the information to carry out business responsibilities.

Confidentiality agreements are commonly used when the Company needs to disclose confidential information to others. A confidentiality agreement puts the person receiving confidential information on notice that he or she must maintain the secrecy of such information. If, in doing business with persons not employed by or otherwise providing services to the Company, an individual foresees that he or she may need to disclose confidential information, he or she should call the Company’s Chief Financial Officer and discuss the utility of entering into a confidentiality agreement.

The obligation to treat information as confidential does not end when an individual leaves the Company. Upon separation from the Company, everything that belongs to the Company, including all documents and other materials containing Company and customer confidential information must be returned. Confidential information must not be disclosed to a new employer or to others after separation from the Company.

Likewise a previous employer’s confidential information must not be disclosed to the Company. Of course, individuals may use general skills and knowledge acquired during their previous employment.

Trademarks, Copyrights and Other Intellectual Property

•

Trademarks . Company Personnel and directors must always properly use our trademarks and advise the Company’s Chief Financial Officer of infringements by others. Similarly, the trademarks of third parties must be used properly.

•

Copyright Compliance . All software or programs created by Company Personnel and directors in connection with their association with the Company or provision of services to the Company are “works for hire” and are the sole property of the Company. Company Personnel and directors understand that they have no right, title or interest in any intellectual property created by them in connection with their employment or provision of services to the Company unless otherwise expressly agreed to in writing by the Company’s Chief Financial Officer.

Works of authorship such as books, articles, drawings, computer software and other such materials may be covered by copyright laws. It is a violation of those laws and of the Company’s policies to make unauthorized copies of or derivative works based upon copyrighted materials. The absence of a copyright notice does not necessarily mean that the materials are not copyrighted.

The Company licenses the use of some of its computer software from outside companies. In most instances, this computer software is protected by copyright. Company Personnel and directors may not make, acquire or use unauthorized copies of computer software. Any questions concerning copyright laws should be directed to the Company’s Chief Financial Officer.

•

Intellectual Property Rights of Others. It is Company policy not to infringe upon the intellectual property rights of others. When using the name, trademarks, logos or printed materials of another company, including any such uses on the Company’s website, individuals must do so properly and in accordance with applicable law.

Computer and Communication Resources

The Company’s computer and communication resources, including computers, voicemail and e-mail, provide substantial benefits, but they also present significant security and liability risks to individuals and the Company. It is extremely important that Company Personnel take all necessary measures to secure their computer and any computer or voicemail passwords. All sensitive, confidential or restricted electronic information must be password protected, and, if sent across the Internet, must be protected by Company-approved encryption software. If an individual has any reason to believe that his or her password or the security of a Company computer or communication resource has in any manner been compromised, he or she must change the password immediately and report the incident to the Company’s Chief Financial Officer.

When we are using Company resources to send e-mail, voicemail or to access Internet services, we are acting as representatives of the Company. Any improper use of these resources may reflect poorly on the Company, damage its reputation and expose the individual and the Company to legal liability.

All of the computing resources used to provide computing and network connections throughout the organization are the property of the Company and are intended for use by Company Personnel to conduct the Company’s business. All e-mail, voicemail and personal files stored on Company computers are Company property. Company Personnel should therefore have no expectation of personal privacy in connection with these resources. The Company may, from time to time and at its sole discretion, review any files stored or transmitted on its computer and communication resources, including e-mail messages, for compliance with Company policy. Incidental and occasional personal use of electronic mail and telephones is permitted, but such use should be minimized and the length of the messages should be kept as short as possible, as these messages cost the Company in both productive time and money. Even personal messages on the Company’s e-mail and voicemail systems are Company property.

Company resources must not be used in a way that may be disruptive or offensive to others or unlawful. At all times when sending e-mail or transmitting any other message or file, individuals should not transmit comments, language, images or other files that the Company would be embarrassed to have read by any person. Remember that “private” e-mail messages are easily forwarded to a wide audience. In addition, do not use these resources in a wasteful manner. Unnecessarily transmitting messages and other files wastes not only computer resources but also the time and effort of Company Personnel who then have to sort and read through unnecessary e-mail.

Use of computer and communication resources must be consistent with all other Company policies, including those relating to harassment, privacy, copyright, trademark, trade secret and other intellectual property considerations.

Insider Trading

You are generally prohibited by Company policy and by law from buying or selling publicly traded securities for any purpose at a time when you are in possession of “material nonpublic information.” This conduct is known as “insider trading.” Passing such information on to someone who may buy or sell securities – known as “tipping” – is also illegal. Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell or hold a security. If you have any question about whether a particular transaction may constitute insider trading, you should consult our Policy on Insider Trading and Communications with the Public which has been provided to you and, prior to trading, consult with the Company’s Chief Financial Officer.

Responding to Inquiries from Press and Others

Company Personnel and directors who are not official spokespersons for the Company may not speak with the press, securities analysts, other members of the financial community, stockholders or groups or organizations as a representative of the Company or about the Company’s business. The Company has designated the Chief Executive Officer, the President and the Chief Operating Officer, Chief Financial Officer, the General Counsel, (if any) and any investor relations firm designated by the Chief Executive Officer as the sole authorized spokespersons for the Company. Requests for financial or other information about the Company from the media, the press, the financial community, stockholders or the public should be referred to one or more of these authorized spokespersons. Requests for information from regulators or the government should be referred to the Company’s Chief Financial Officer.

III.

FAIR DEALING

The Company depends on its reputation for quality, service and integrity. The way we deal with competitors and companies with which we do business molds our reputation, builds long term trust and ultimately determines our success. Company Personnel and directors should endeavor to deal fairly with the Company’s competitors and their employees and companies with which we do business and their employees. We must never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

IV.

INTERACTING WITH GOVERNMENT

Prohibition on Gifts to Government Officials and Employees

The various branches and levels of government have different laws restricting gifts, including meals, entertainment, transportation and lodging that may be provided to government officials and government employees. Company Personnel are prohibited from providing gifts, meals or anything of value to government officials or employees or members of their families without the prior written approval of the Company’s Chief Financial Officer.

Political Contributions and Activities

Laws of certain jurisdictions prohibit the use of Company funds, assets, services or facilities on behalf of a political party or candidate. Payments of corporate funds to any political party, candidate or campaign may be made only if permitted under applicable law and approved in writing and in advance by the Company’s Chief Financial Officer.

Work time may be considered the equivalent of a contribution by the Company. Therefore, Company Personnel will not be paid by the Company for any time spent running for public office, serving as an elected official or campaigning for a political candidate. Nor will the Company compensate or reimburse them, in any form, for a political contribution that they intend to make or have made.

Lobbying Activities

Laws of some jurisdictions require registration and reporting by anyone who engages in a lobbying activity. Generally, lobbying includes: (1) communicating with any member or employee of a legislative branch of government for the purpose of influencing legislation; (2) communicating with certain government officials for the purpose of influencing government action; or (3) engaging in research or other activities to support or prepare for such communication.

So that the Company may comply with lobbying laws, Company Personnel and directors must notify the Company’s Chief Financial Officer before engaging in any activity on behalf of the Company that might be considered “lobbying” as described above.

Bribery of Foreign Officials

Company policy, the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the laws of many other countries prohibit the Company and Company Personnel, directors and agents from giving or offering to give money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business or to secure any improper advantage. A foreign official is an officer or employee of a government or any department, agency or instrumentality thereof, or of certain international agencies, such as the World Bank or the United Nations, or any person acting in an official capacity on behalf of one of those entities. Officials of government-owned corporations are considered to be foreign officials.

Payments need not be in cash to be illegal. The FCPA prohibits giving or offering to give “anything of value.” Over the years, many non-cash items have been the basis of bribery prosecutions, including travel expenses, golf outings, automobiles, and loans with favorable interest rates or repayment terms. Indirect payments made through agents, contractors or other third parties are also prohibited. Company Personnel and directors may not avoid liability by “turning a blind eye” when circumstances indicate a potential violation of the FCPA.

The FCPA does allow for certain permissible payments to foreign officials. Specifically, the law permits “facilitating” payments, which are payments of small value to effect routine government actions such as obtaining permits, licenses, visas, mail, utilities hook-ups and the like. However, determining what is a permissible “facilitating” payment involves difficult legal judgments. Therefore, Company Personnel must obtain permission from the Company’s Chief Financial Officer before making any payment or gift thought to be exempt from the FCPA.

V.	IMPLEMENTATION OF THIS CODE

Responsibilities

While each of us is individually responsible for putting this Code to work, we need not go it alone. The Company has a number of resources, people and processes in place to answer our questions and guide us through difficult decisions.

Copies of this Code are available from the Company’s Chief Financial Officer. A statement acknowledging compliance with this Code must be signed by all Company Personnel and directors.

Seeking Guidance

This Code cannot provide definitive answers to all questions. If you have questions regarding any of the policies discussed in this Code, or if you are in doubt about the best course of action in a particular situation, you should seek guidance from your supervisor, the Company’s [ — ] or the other resources identified in this Code.

Reporting Violations

If you know of or suspect a violation of applicable laws or regulations, this Code or the Company’s related policies, you must immediately report that information to the Company’s Chief Financial Officer. No one will be subject to retaliation because of a good faith report of suspected misconduct.

Special Disclosure and Consent Provisions with Respect to Directors

With respect to directors, in each instance in this Code where disclosure is required to be made to, or consent is required to be obtained from, the Company’s Chief Financial Officer and is not otherwise specifically required to be made to or obtained from the Chairman, the Board of Directors or a committee thereof, then such disclosure or consent shall be required to be made to, or obtained from, the Company’s Chief Financial Officer and the Chairman.

Investigations of Suspected Violations

All reported violations will be promptly investigated and treated confidentially to the greatest extent possible. It is imperative that reporting persons not conduct their own preliminary investigations. Investigations of alleged violations may involve complex legal issues, and acting on your own may compromise the integrity of an investigation and adversely affect both you and the Company.

Discipline for Violations

The Company intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with this Code and to halt any such conduct that may occur as soon as reasonably possible after its discovery. Subject to applicable law and agreements, Company Personnel and directors who violate this Code and/or other Company policies and procedures may be subject to disciplinary action, up to and including termination of their association with the Company.

Waivers of this Code

The Company will waive application of the policies set forth in this Code only where circumstances warrant granting a waiver. Waivers of this Code for directors and Company Personnel may be made only by the Nominating and Corporate Governance Committee and must be promptly disclosed to stockholders as required by the New York Stock Exchange or any other law or regulation. This Code may be amended or modified at any time by the Board of Directors.

No Rights Created

This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of the Company’s business. It is not intended to and does not create any rights in any officer, director, employee, client, supplier, competitor, stockholder or any other person or entity.

Remember

Ultimate responsibility to assure that the Company complies with the many laws, regulations and ethical standards affecting our business rests with each of us. You must become familiar with and conduct yourself strictly in compliance with those laws, regulations and standards and the Company’s policies and guidelines pertaining to them.

ACKNOWLEDGMENT FORM

I have received and read the Century Communities, Inc. Code of Business Conduct and Ethics, and I understand its contents. I agree to comply fully with the standards, policies and procedures contained in this Code and the Company’s related policies and procedures. I understand that I have an obligation to report to the Company’s Chief Financial Officer any suspected violations of this Code of which I am aware. I acknowledge that this Code is a statement of policies for business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment.

Printed Name

Signature

Date

Exhibit 16.1

May 2, 2014

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7561

Dear Sirs/Madams:

We have read the disclosures (the “Disclosures”) under the section entitled “Change in Accountants” in the prospectus forming a part of the Registration Statement on Form S-1 of Century Communities, Inc. filed with the U.S. Securities and Exchange Commission on May 2, 2014, and we agree with the second paragraph of the Disclosures as it relates to our firm.

/s/ BKD, LLP

Denver, Colorado

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 7, 2014 (except for Note 22, as to which the date is May 2, 2014), in the Registration Statement (Form S-1) and related Prospectus of Century Communities, Inc. for the registration of its common stock.

/s/ Ernst & Young LLP

Denver, Colorado

May 2, 2014

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the inclusion in this Registration Statement on Form S-1 of our report dated February 12, 2014, on our audit of the financial statements of Century Communities, Inc. We also consent to the references to our firm under the caption “Experts.”

/s/ BKD, LLP

Denver, Colorado

May 2, 2014

Exhibit 23.3

Consent of Independent Auditor

Century Communities, Inc.

Greenwood Village, Colorado

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated March 21, 2014, except for Note 8 which is as of April 7, 2014, relating to the consolidated financial statements of Las Vegas Land Holdings, LLC and its subsidiaries, which are contained in that Prospectus.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO USA, LLP

Las Vegas, Nevada

May 2, 2014

Exhibit 23.4

CONSENT OF JOHN BURNS REAL ESTATE CONSULTING, LLC

We hereby consent to the use of our name in the registration statement on Form S-1 (collectively with any amendments and supplements thereto, the “ Registration Statement ”), to be filed by Century Communities, Inc., a Delaware corporation (the “ Company ”), with the U.S. Securities and Exchange Commission, and to the references to the market study prepared by us for the Company, wherever appearing in the Registration Statement, including, but not limited to, the references, conclusions, forecasts and assumptions contained under the headings “Statement Regarding Market Data,” “Summary,” “Market Opportunity,” “Our Business,” and “Experts” in the Registration Statement.

Dated: May 2, 2014

/s/ JOHN BURNS REAL ESTATE CONSULTING, LLC