FIRST AMENDMENT TO THE THREE-PARTY AGREEMENT (Multifamily REIT II)

Exhibit 6.24

FIRST AMENDMENT TO THE THREE-PARTY AGREEMENT

(Multifamily REIT II)

This First Amendment (this “Amendment”) to the Three-Party Agreement among Cottonwood Capital Property Management II, LLC, a Delaware limited liability company (“CCPM II”), Cottonwood Multifamily REIT II, Inc., a Maryland corporation (“Multifamily REIT II”) and Cottonwood Multifamily REIT II O.P., LP, a Delaware limited partnership (“REIT II OP”) dated July 17, 2017 (the “REIT II Three-Party Agreement”) is adopted by CCPM II, Multifamily REIT II and REIT II OP (collectively, the “Parties”). This Amendment is effective as of March 1, 2019 (the “Effective Date”).

WHEREAS, the Parties have determined it to be in their best interest to amend the REIT II Three-Party Agreement into two separate three-party agreements: (i) to amend the REIT II Three-Party agreement to remove the property management services provisions (“Property Management Services”) to enable CCPM II to assign the REIT II Three-Party Agreement (with the exception of the Property Management Services) to Cottonwood Capital Management, Inc., a Delaware corporation (“CCMI”) and (ii) to effect a new property management three-party agreement (the “Property Management Three-Party Agreement”) in the form attached hereto as Exhibit A among CCPM II, Multifamily REIT II and REIT II OP for CCPM II to perform the Property Management Services removed from the amended REIT II Three-Party Agreement.

NOW, THEREFORE, in consideration of the preceding, the Parties hereby agree as follows:

1.    The Parties agree to amend the REIT II Three-Party Agreement as follows:

1.1 Section 3 shall be deleted in its entirety.

1.2 All other references to property management services provided by CCPM II shall be deleted in their entirety.

2.    CCPM II, Multifamily REIT II and REIT II OP hereby agree to enter into the Property Management Three-Party Agreement for the performance of the Property Management Services.

3.    As amended hereby, the REIT II Three-Party Agreement shall continue in full force and effect, including the funding obligations in Section 1.

4.    The terms and provisions of this Amendment shall be binding upon and shall inure to the benefit of the successors and assigns of the respective Parties.

5.    This Amendment may be executed in several counterparts, and all so executed shall constitute one Agreement, binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the original or the same counterpart.

[Signatures on the following page.]

IN WITNESS WHEREOF, this Amendment is effective as of the Effective Date.

MULTIFAMILY REIT II:
Cottonwood Multifamily REIT II, Inc., a Maryland
corporation
By:		/s/ Xxxxx Xxxxxxxxxxx
		Xxxxx Xxxxxxxxxxx
		Chief Legal Counsel
REIT II OP:
Cottonwood Multifamily REIT II O.P., LP, a Delaware limited partnership
By:		CW Multifamily REIT II GP, LLC, a Delaware limited liability company, its general partner
		By:		Cottonwood Multifamily REIT II, Inc., a
				Maryland corporation, its sole member
				By:		/s/ Xxxxx Xxxxxxxxxxx
						Xxxxx Xxxxxxxxxxx
						Chief Legal Counsel
CCPM II:
Cottonwood Capital Property Management II, LLC, a
Delaware limited liability company
By:		Cottonwood Capital Holdings, LLC, a Delaware limited liability company, its sole member
		By:		Cottonwood Capital Management, Inc., a
				Maryland corporation, its sole member
				By:		/s/ Xxxxx Xxxxxxxxxxx
						Xxxxx Xxxxxxxxxxx
						Chief Legal Officer

[Signature Page to Amendment of Three-Party Agreement (CMR II)]

EXHIBIT A

Property Management Three-Party Agreement

[Attached.]

EXHIBIT A