0000950123-16-018171 Sample Contracts

ESCROW AGREEMENT (Subscription Proceeds)
Escrow Agreement • July 1st, 2016 • Cottonwood Multifamily Reit Ii, Inc. • Real estate investment trusts • Utah

This ESCROW AGREEMENT (“Agreement”) is dated as of [ , ], by and between Cottonwood Multifamily REIT II, Inc., a Maryland corporation (“Issuer”), UMB BANK, N.A. as escrow agent (“Escrow Agent”) and Orchard Securities, LLC, a Utah limited liability company (the “Managing Broker-Dealer”).

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ORCHARD SECURITIES, LLC
Soliciting Dealer Agreement • July 1st, 2016 • Cottonwood Multifamily Reit Ii, Inc. • Real estate investment trusts • Utah
COTTONWOOD MULTIFAMILY REIT II, INC.
Cottonwood Multifamily Reit Ii, Inc. • July 1st, 2016 • Real estate investment trusts • Utah
Contract
Cottonwood Multifamily Reit Ii, Inc. • July 1st, 2016 • Real estate investment trusts

Cottonwood Multifamily REIT II, Inc. SUBSCRIPTION AGREEMENT & INVESTOR INSTRUCTIONS If you need assistance in completing this Subscription Agreement please call (844) 422-2584. Please send all paperwork and subscription payments to: UMB Bank, N.A., as escrow agent for Cottonwood Multifamily REIT II, Inc. 1010 Grand Blvd., 4th Floor Kansas City, MO 64106 Wires may be sent to: FFC: Investor Name ABA#: 101000695 DDA#: 9872190610 1. INVESTMENT INFORMATION Amount of Subscription: $ Investment Type: Initial Investment (Minimum Subscription: $10,000) Additional Investment (No Minimum Subscription Amount) Non-Qualified Tenants in Common(1) Partnership(4) Joint Tenants with Right of Survivorship(1) C Corporation(4) Individual(2) S Corporation(4) Trust(3) Limited Liability Company(4) Community Property(1) Other: Uniform Gift to Minors Act: State of Uniform Transfer to Minors Act: State of Qualified Traditional (Individual) IRA(5) Pension or Profit Sharing Plan(3) Simple IRA(5) KEOG

LIMITED LIABILITY COMPANY AGREEMENT OF CW MULTIFAMILY REIT II GP, LLC
Limited Liability Company Agreement • July 1st, 2016 • Cottonwood Multifamily Reit Ii, Inc. • Real estate investment trusts • Delaware

This Limited Liability Company Agreement, effective the 10th day of June, 2016, is entered into by Cottonwood Multifamily REIT II, Inc., a Maryland corporation (the “Member”), as the Member, pursuant to the Act on the following terms and conditions.

INVESTMENT POLICY AGREEMENT
Investment Policy Agreement • July 1st, 2016 • Cottonwood Multifamily Reit Ii, 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 REIT II O.P., LP, a Delaware limited partnership (“CW Multifamily OP II”). CROP and CW Multifamily OP II are individually referred to as a “Party” and collectively referred to as the “Parties.”

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