Cottonwood Multifamily Development REIT I, Inc. Sample Contracts

ORCHARD SECURITIES, LLC LEHI, UTAH 84043 FORM OF SOLICITING DEALER AGREEMENT for Shares in Cottonwood Multifamily Opportunity Fund, Inc.
Soliciting Dealer Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Utah

The undersigned, Orchard Securities, LLC, a Utah limited liability company (the “Managing Broker-Dealer”), has entered into an agreement (the “MBD Agreement”) with Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “Company”) for the sale (the “Offering”) of up to $50,000,000 shares of common stock (the “Shares”) in the Company, pursuant to which the Managing Broker-Dealer has agreed to use its best efforts to form and manage, as the Managing Broker-Dealer, a group of securities dealers (the “Selling Group Members”) for the purpose of soliciting offers for the purchase of the Shares. The MBD Agreement is attached as Exhibit A. The terms of the Offering are set forth in the Cottonwood Multifamily Opportunity Fund, Inc. Offering Statement dated [____________ __], 20[__] (the “Offering Statement”). The date the Offering Statement is qualified by the Securities and Exchange Commission (the “SEC”) shall be referred to herein as the “Qualification Date.” The Shares wi

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COTTONWOOD MULTIFAMILY OPPORTUNITY FUND, INC. Salt Lake City, Utah 84121 November 16, 2017
Managing Broker-Dealer Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Utah

This letter confirms and comprises the agreement (this “Agreement”) between Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “Company”), Cottonwood Capital Property Management II, LLC, a Delaware limited liability company (“Cottonwood Management”) and Orchard Securities, LLC (the “Managing Broker-Dealer”), regarding the offering and sale (the “Offering”) by the Company of up to $50,000,000 in common stock (the “Shares”) pursuant to the Cottonwood Multifamily Opportunity Fund, Inc. offering circular dated November 16, 2017 (the “Offering Statement”).

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ASSET MANAGEMENT AGREEMENT
Asset Management Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Utah

This Asset Management Agreement (“Agreement”), dated as of November 15, 2017, is entered into by and between Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “Company”) and Cottonwood Capital Property Management II, LLC, a Delaware limited liability company (the “Asset Manager”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG COTTONWOOD COMMUNITIES, INC., COTTONWOOD COMMUNITIES GP SUBSIDIARY, LLC, COTTONWOOD RESIDENTIAL O.P., LP, COTTONWOOD MULTIFAMILY OPPORTUNITY FUND, INC., AND COTTONWOOD MULTIFAMILY OPPORTUNITY FUND O.P., LP...
Merger Agreement • July 13th, 2022 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Maryland

This AGREEMENT AND PLAN OF MERGER, dated as of July 8, 2022 (this “Agreement”), is entered into by and among Cottonwood Communities, Inc., a Maryland corporation (“CCI”), Cottonwood Communities GP Subsidiary, LLC, a Maryland limited liability company and a wholly owned subsidiary of CCI (“Merger Sub”), Cottonwood Residential O.P., LP, a Delaware limited partnership and a subsidiary of Merger Sub (“CROP” and, together with CCI and Merger Sub, the “CCI Parties”), Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (“CMOF”), and Cottonwood Multifamily Opportunity Fund O.P., LP, a Delaware limited partnership and subsidiary of CMOF (“CMOF OP” and, together with CMOF, the “CMOF Parties”). Each of the CCI Parties and the CMOF Parties is sometimes referred to herein as a “Party,” and, collectively, the CCI Parties and the CMOF Parties are referred to herein as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article

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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF Cottonwood MULTIFAMILY OPPORTUNITY FUND O.P., LP
Limited Partnership Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Agreement of Limited Partnership (“Agreement”) is effective as of August 17, 2017 by and between CW Multifamily Opportunity Fund GP, LLC, a Delaware limited liability company as the general partner (the “General Partner”), and Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation, as the limited partner (the “Limited Partner,” and together with the General Partner, the “Partners”), for the purpose of forming a limited partnership (the “Partnership”) in accordance with the provisions of the Delaware Revised Uniform Limited Partnership Act (6 Del. § 17-101 et seq.), as amended (the “Act”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CW MULTIFAMILY OPPORTUNITY FUND GP, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CW MULTIFAMILY OPPORTUNITY FUND GP, LLC
Limited Liability Company Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Limited Liability Company Agreement, effective August 17, 2017, is entered into by Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “Member”), as the Member, pursuant to the Act on the following terms and conditions.

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THREE-PARTY AGREEMENT
Three-Party Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Utah

This Agreement (the “Agreement”), effective as of November 15, 2017 (the “Effective Date”), is entered into by and among Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “REIT”), Cottonwood Multifamily Opportunity Fund O.P., LP, a Delaware limited partnership (the “Operating Partnership”) and Cottonwood Capital Property Management II, LLC, a Delaware limited liability company (“Cottonwood Management”). The REIT, the Operating Partnership and Cottonwood Management are individually referred to as a “Party” and collectively referred to as the “Parties.”

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TERMINATION OF MANAGEMENT AGREEMENTS
Termination of Management Agreements • September 27th, 2022 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Delaware

This Termination of Management Agreements (this “Agreement”) is entered into by and among Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (“CMOF”), Cottonwood Multifamily Opportunity Fund O.P., L.P., a Delaware limited partnership (“CMOF OP”), Cottonwood Capital Property Management II, LLC, a Delaware limited liability company (“CCPM II”), Cottonwood Residential O.P., LP, a Delaware limited partnership (“CROP”), and Cottonwood Communities GP Subsidiary, LLC, a Maryland limited liability company (“Merger Sub”), to be effective as of September 27, 2022 (the “Effective Date”).

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DEVELOPMENT SERVICES AGREEMENT BETWEEN CW SUGAR HOUSE, LLC, OWNER, CW SUGAR HOUSE JV, LLC, DEVELOPER, AND SENTINEL REAL ESTATE SERVICES, LLC, MANAGER AUGUST 10, 2018
Development Services Agreement • August 16th, 2018 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Utah
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FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts

Send Paperwork and Checks made payable to “Cottonwood Multifamily Opportunity Fund, Inc.” to: DST Systems, Inc. Attn: Cottonwood Multifamily Development REIT I, Inc. 430 W. 7th Street, Suite #219065 Kansas City, MO 64105 Phone: 844.422.2584 Fax: 855.338.1452 Send Funds by Wire to: Account Name: Cottonwood Multifamily Opportunity Fund, Inc. UMB Bank, N.A. 1010 Grand Blvd., 4th Floor Kansas City, MO 64106 ABA#: 101000695 DDA#: 98-7229-213-8 FCC: Investor Name

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CW BLOCK C, LLC
Limited Liability Company Agreement • April 30th, 2021 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Limited Liability Company Agreement (the “Agreement”) of CW Block C, LLC, effective as of December 26, 2019 is entered into by and among Cottonwood Block C QOF, LLC, a Delaware limited liability company (the “Fund”), as a Member and a Manager, Cottonwood Residential O.P., LP, a Delaware limited partnership (“CROP”), as a Member and a Manager, and Cottonwood Capital Management, Inc., a Delaware corporation (“CCMI”), as a Member and a Manager, pursuant to the Act on the following terms and conditions.

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PURCHASE AND ASSIGNMENT AGREEMENT (Block C)
Purchase and Assignment Agreement • April 30th, 2021 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Delaware

This Purchase and Assignment Agreement (this “Agreement”), dated as of January 14, 2021 (the “Effective Date”), is made and entered into by and between Cottonwood Capital Management, Inc., a Delaware corporation (“CCMI”), and Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “REIT”). Capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings ascribed to such terms in the Amended and Restated Limited Liability Company Agreement of CW Block C, LLC (the “Block C Operating Agreement”).

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PURCHASE AND SALE AGREEMENT for Vacant Land located in Salt Lake City, Utah By and Between Sugarhouse Property, LLC, a Delaware limited liability company (“Seller”) and
Purchase and Sale Agreement • August 16th, 2018 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Utah
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FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • June 23rd, 2017 • Cottonwood Multifamily Development REIT I, Inc. • Real estate investment trusts

Send Paperwork and Checks made payable to “Cottonwood Multifamily Development REIT I, Inc.” to: DST Systems, Inc. Attn: Cottonwood Multifamily Development REIT I, Inc. 430 W. 7th Street, Suite #219065 Kansas City, MO 64105 Phone: 844.422.2584 Fax: 855.338.1452 Send Funds by Wire to: Account Name: Cottonwood Multifamily Development REIT I, Inc. UMB Bank, N.A. 1010 Grand Blvd., 4th Floor Kansas City, MO 64106 ABA#: 101000695 DDA#: _____________ FCC: Investor Name

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44,625,000 CONSTRUCTION AND MINI PERM LOAN AGREEMENT by and among CW BROADWAY JV, LLC, a Delaware limited liability company, as Borrower, and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Agent and PNC CAPITAL MARKETS LLC, as Lead...
Construction Loan Agreement • May 22nd, 2020 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Utah

THIS CONSTRUCTION AND MINI PERM LOAN AGREEMENT (this “Agreement”) is made to be effective NOVEMBER 15, 2019, by and among CW BROADWAY JV, LLC, a Delaware limited liability company (“Borrower”), each lender which may from time to time become a party to this Agreement (each, individually a “Lender” and collectively, “Lenders”), and PNC BANK, NATIONAL ASSOCIATION, as Agent.

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PURCHASE AGREEMENT
Purchase Agreement • April 30th, 2021 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Delaware

This Purchase Agreement (this “Agreement”) dated as of January 14, 2021 (the “Effective Date”), is made and entered into by and between CW Block C, LLC, a Delaware limited liability company (the “Company”), and Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “REIT”).

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FORM OF Three-PARTY AGREEMENT
Three-Party Agreement • June 23rd, 2017 • Cottonwood Multifamily Development REIT I, Inc. • Real estate investment trusts • Utah

This Agreement (the “Agreement”), effective as of __________ ___, 20__ (the “Effective Date”), is entered into by and among Cottonwood Multifamily Development REIT I, Inc., a Maryland corporation (the “REIT”), Cottonwood Multifamily Development REIT I O.P., LP, a Delaware limited partnership (the “Operating Partnership”) and Cottonwood Capital Property Management II, LLC, a Delaware limited liability company (“Cottonwood Management”). The REIT, the Operating Partnership and Cottonwood Management are individually referred to as a “Party” and collectively referred to as the “Parties.”

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FORM OF Investment policy AGREEMENT
Investment Policy Agreement • June 23rd, 2017 • Cottonwood Multifamily Development REIT I, Inc. • Real estate investment trusts • Utah

This Investment Policy Agreement (the “Agreement”), effective as of _________ ___, 20__, is entered into by and between Cottonwood Residential O.P., LP, a Delaware limited partnership (“CROP”) and Cottonwood Multifamily Development REIT I O.P., LP, a Delaware limited partnership (“CW Development OP I”). CROP and CW Development OP I are individually referred to as a “Party” and collectively referred to as the “Parties.”

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