M.D.C. Holdings, Inc. and Subsidiaries

Commissions will be paid to Brokers/Agents representing home Purchasers in communities only on satisfaction of all of the following conditions:

1. The Broker/Agent must have registered the Purchaser in one of the following methods:

   • The Broker/Agent must have registered the Purchaser at a community sales information center in writing; or
   • The Broker/Agent must have registered the Purchaser in writing at a Home Gallery location; or
   • The Broker/Agent must have registered the Purchaser via the process provided in the RichmondAmerican.com website.

   In connection with the registration Broker/Agent must provide Richmond American with Purchaser's full name and either Purchaser's phone number or email address. By providing such information to Richmond American, Broker/Agent represents to Richmond American that Broker/Agent has obtained authorization from Purchaser to provide Purchaser's name and contact information to Richmond American. All registrations shall require confirmation from the Purchaser within four (4) calendar days. Confirmation may be done in person at the time of registration or through Richmond American's on-line registration process. Registrations shall be valid from the date the registration was submitted provided the Purchaser confirms the registration as set forth herein.

   Richmond American shall not be liable for any failure of a Purchaser to confirm a registration, including any failure by a Purchaser to respond to Richmond American's confirmation request or Richmond American's failure to receive a response to such request, or as a result of any communications, equipment or software malfunctions or issues.

   Except as prohibited by law, registrations shall be valid at all Richmond American communities in the state(s) where the Broker/Agent is validly licensed and represents the Purchaser.

   Registrations shall not be effective for any Purchaser who registered at a Richmond American community or Home Gallery location (i) during the 30 days prior to being validly registered by the Broker/Agent in accordance with this Section 1 and/or (ii) after the 30-day registration period referred to in Section 3 terminates and, if applicable, prior to being re-registered by Broker/Agent.

2. The Broker/Agent must fulfill such obligations as may be required by law or as otherwise may be required by Richmond American.
3. The Broker/Agent relationship will only be recognized for a period of 30 days from the date the Purchaser registration (or any re-registration as outlined below) was submitted, provided the Purchaser confirms the registration/re-registration as required in Section 1. After 30 days, the Broker/Agent must re-register the Purchaser as follows:
   1. on-line through the RichmondAmerican.com website as provided above; provided, however, that Broker/Agent may only re-register a Purchaser once using the on-line process; or
   2. in writing at a Home Gallery location or a community as provided above.
4. Richmond American shall not be responsible for verifying whether or not a Purchaser has been previously registered by another Broker/Agent. Any disputes among Brokers/Agents will be resolved by Richmond American in its sole discretion prior to paying any commission; however, it is Richmond American's intent that when there are two or more existing registrations for the same Purchaser by multiple Brokers/Agents, Richmond American will only recognize the registration by the first Broker/Agent to validly register (or re-register) the Purchaser during the time period in question as determined by Richmond American.
5. The Broker's/Agent's commission will be the percentage set forth and as calculated in the purchase agreement or a written broker/agent cooperation document signed by Purchaser and Richmond American's authorized representative (a Sales Associate is not an authorized representative of Richmond American).
6. Brokers/Agents shall only be entitled to a commission where and as allowed by law.

DATED: July 1, 2014

M.D.C. Holdings, Inc.