AGREEMENT AND PLAN OF MERGER BY AND AMONG COTTONWOOD COMMUNITIES, INC., COTTONWOOD COMMUNITIES GP SUBSIDIARY, LLC, COTTONWOOD COMMUNITIES O.P., LP, COTTONWOOD MULTIFAMILY REIT I, INC., AND COTTONWOOD MULTIFAMILY REIT I O.P., LP DATED AS OF JANUARY 26,...Merger Agreement • February 1st, 2021 • Cottonwood Communities, Inc. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER, dated as of January 26, 2021 (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 Communities O.P., LP, a Delaware limited partnership and a subsidiary of Merger Sub (“CCOP” and together with CCI and the Merger Sub, the “CCI Parties”), Cottonwood Multifamily REIT I, Inc., a Maryland corporation (“CMR”), and Cottonwood Multifamily REIT I O.P., LP, a Delaware limited partnership and subsidiary of CMR (“CMR OP” and together with CMR, the “CMR Parties”). Each of the CCI Parties and CMR Parties is sometimes referred to herein as a “Party,” and, collectively, the CCI Parties and the CMR Parties are referred to herein as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
AGREEMENT AND PLAN OF MERGER BY AND AMONG COTTONWOOD COMMUNITIES, INC., COTTONWOOD COMMUNITIES GP SUBSIDIARY, LLC, COTTONWOOD COMMUNITIES O.P., LP, COTTONWOOD RESIDENTIAL II, INC., AND COTTONWOOD RESIDENTIAL O.P., LP DATED AS OF JANUARY 26, 2021Merger Agreement • February 1st, 2021 • Cottonwood Communities, Inc. • Real estate investment trusts • Maryland
This Fifth Amended and Restated Limited Partnership Agreement of Cottonwood Residential O.P., LP (this “Agreement”) is entered into effective as of [_____], 2021 upon the effectiveness of the Partnership Merger (as defined below) and is by and among Cottonwood Communities GP Subsidiary, LLC, a Maryland limited liability company (the “General Partner”), CC Advisors III, LLC, a Delaware limited liability company, (the “Special Limited Partner”) and the Limited Partners set forth on Exhibit A. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in Section 1.
Dear Investor:Merger Agreement • February 1st, 2021 • Cottonwood Communities, Inc. • Real estate investment trusts
We are writing to share news regarding your investment in Cottonwood Residential II, Inc. (“CRII,” and together with its operating partnership, Cottonwood Residential O.P., LP (“CROP”), “Cottonwood Residential”). On January 26th, Cottonwood Residential entered into a definitive merger agreement pursuant to which Cottonwood Communities, Inc. (“CCI”) would acquire Cottonwood Residential, with CCI remaining as the surviving company and general partner of CROP, and CROP as the surviving operating partnership. In addition to this agreement, CCI also entered into merger agreements to acquire Cottonwood Multifamily REIT I, Inc. (“CMRI”) and Cottonwood Multifamily REIT II, Inc. (“CMRII”) in separate stock-for-stock transactions (the “Mergers”). If all of the Mergers are completed as contemplated by the agreements, the transactions will create a single $1.5 billion1 REIT focused solely on the multifamily sector.
SECOND AMENDED AND RESTATED THREE-PARTY AGREEMENTThree-Party Agreement • February 1st, 2021 • Cottonwood Communities, Inc. • Real estate investment trusts • Utah
This Second Amended and Restated Three-Party Agreement (this “Agreement”), effective as of January 26, 2021, is entered into by and among Cottonwood Communities, Inc., a Maryland corporation (“CCI”), Cottonwood Communities O.P., LP, a Delaware limited partnership (“CCOP”) and CC Advisors III, LLC, a Delaware limited liability company (“CC Advisors”). CCI, CCOP and CC Advisors are individually referred to as a “Party” and collectively referred to as the “Parties.”
VOTING AGREEMENT between COTTONWOOD COMMUNITIES, INC., DANIEL SCHAEFFER, CHAD CHRISTENSEN, GREGG CHRISTENSEN, ERIC MARLIN, COTTONWOOD RESIDENTIAL HOLDINGS, LLC and HIGH TRAVERSE HOLDINGS, LLCVoting Agreement • February 1st, 2021 • Cottonwood Communities, Inc. • Real estate investment trusts • Maryland
THIS VOTING AGREEMENT (this “Agreement”), dated as of January 26, 2021, is among Daniel Schaeffer, Chad Christensen, Gregg Christensen, Eric Marlin, High Traverse Holdings, LLC, a Delaware limited liability company and Cottonwood Residential Holdings, LLC (collectively, the “Stockholders”) and Cottonwood Communities, Inc., a Maryland corporation (“CCI”). CCI and the Stockholders are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
