0001047469-08-002916 Sample Contracts

THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among AFFORDABLE RESIDENTIAL COMMUNITIES INC. and The parties listed on Exhibit A, Exhibit B, Exhibit C and Exhibit D hereto
Registration Rights Agreement • March 17th, 2008 • Hilltop Holdings Inc. • Real estate investment trusts • New York

THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 18, 2004 is by and among Affordable Residential Communities Inc., a Maryland corporation (the “Company”) and the parties listed on Exhibit A (the “Subscribers”), Exhibit B (the “Original Investors”), Exhibit C (the “Reorganization Shareholders”) and Exhibit D (the “Partnership Unit Holders”) hereto, as amended from time to time. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1 hereof.

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FIRST AMENDED AND RESTATED PAIRING AGREEMENT
Pairing Agreement • March 17th, 2008 • Hilltop Holdings Inc. • Real estate investment trusts • Maryland

THIS FIRST AMENDED AND RESTATED PAIRING AGREEMENT (this "Agreement") is made and entered into as of February 12, 2004, by and between Affordable Residential Communities Inc., a Maryland corporation (the "REIT"), and Affordable Residential Communities LP, a Delaware limited partnership (the "OP").

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AFFORDABLE RESIDENTIAL COMMUNITIES LP a Delaware limited partnership
Agreement of Limited Partnership • March 17th, 2008 • Hilltop Holdings Inc. • Real estate investment trusts • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AFFORDABLE RESIDENTIAL COMMUNITIES LP, dated as of February 11, 2004 is entered into by and among Affordable Residential Communities Inc. (formerly known as ARC IV REIT, Inc.), a Maryland corporation (the “General Partner”) and the limited partners listed on Exhibit A hereto (each a “Limited Partner”).

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