FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF COHEN & STEERS INCOME OPPORTUNITIES REIT OPERATING PARTNERSHIP L.P. A DELAWARE LIMITED PARTNERSHIPLimited Partnership Agreement • November 29th, 2022 • Cohen & Steers Income Opportunities REIT, Inc. • Real estate investment trusts • Delaware
This Amended and Restated Limited Partnership Agreement (this “Agreement”), dated as of [ ], 2022, amends and restates the Limited Partnership Agreement entered into as of August 3, 2022, between Cohen & Steers Income Opportunities REIT, Inc., a Maryland corporation, as general partner (the “General Partner”) and as a Limited Partner, Cohen & Steers Income Opportunities REIT Special Limited Partner LLC, a Delaware limited liability company (the “Special Limited Partner”) and the Limited Partners party hereto from time to time.
FORM OF ADVISORY AGREEMENT AMONG COHEN & STEERS INCOME OPPORTUNITIES REIT, INC., COHEN & STEERS INCOME OPPORTUNITIES REIT OPERATING PARTNERSHIP, L.P., AND COHEN & STEERS CAPITAL MANAGEMENT, INC.Advisory Agreement • November 29th, 2022 • Cohen & Steers Income Opportunities REIT, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the [•] day of [•], 2022 and effective as of the earlier of (i) the date the Company (as defined below) first accepts subscriptions from parties not affiliated with the Advisor (as defined below) and (ii) the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is by and among Cohen & Steers Income Opportunities REIT, Inc., a Maryland corporation (the “Company”), Cohen & Steers Income Opportunities REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Cohen & Steers Capital Management, Inc., a New York corporation (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
