ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (Cottonwood Communities O.P., LP to CC West Palm, LLC)

Exhibit 10.10

ASSIGNMENT AND ASSUMPTION

OF PURCHASE AND SALE AGREEMENT

(Cottonwood Communities O.P., LP to CC West Palm, LLC)

THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (the “Assignment”) is made and entered into as of April 29th, 2019, by Cottonwood Communities O.P., LP, a Delaware limited partnership (“Assignor”), in favor of CC West Palm, LLC, a Delaware limited liability company (the “Assignee”).

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns and transfers to Assignee all of Assignor’s right, interest, responsibility and obligations as the Buyer in and to that certain Purchase and Sale Agreement dated March 26, 2019 (the “Agreement”), for the purchase and sale of the real property located at 0000 Xxxxxxxxxx Xxxx., Xxxx Xxxx Xxxxx, Xxxxxxx 00000, as more particularly described in the Agreement, with Luma at West Palm Beach, LLC, as Seller. Assignee hereby accepts such assignment of Assignor’s interest and assumes all interest, responsibility, and obligations as the Buyer in the Agreement and agrees to be bound by the terms of the Agreement. This Assignment does not release Assignor from any obligation or liability under the Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption of Purchase and Sale Agreement as of the day and year first set forth above.

ASSIGNOR:						ASSIGNEE:
COTTONWOOD COMMUNITIES O.P., LP, a Delaware limited partnership						CC WEST PALM, LLC a Delaware limited liability company
By:		/s/ Xxxxx Xxxxxxxxxxx				By:		/s/ Xxxxx Xxxxxxxxxxx
		Xxxxx Xxxxxxxxxxx, Chief Legal Officer						Xxxxx Xxxxxxxxxxx, Authorized Person