ORCHARD SECURITIES, LLC LEHI, UTAH 84043 FORM OF SOLICITING DEALER AGREEMENT for Shares in Cottonwood Multifamily Opportunity Fund, Inc.Soliciting Dealer Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Utah
The undersigned, Orchard Securities, LLC, a Utah limited liability company (the “Managing Broker-Dealer”), has entered into an agreement (the “MBD Agreement”) with Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “Company”) for the sale (the “Offering”) of up to $50,000,000 shares of common stock (the “Shares”) in the Company, pursuant to which the Managing Broker-Dealer has agreed to use its best efforts to form and manage, as the Managing Broker-Dealer, a group of securities dealers (the “Selling Group Members”) for the purpose of soliciting offers for the purchase of the Shares. The MBD Agreement is attached as Exhibit A. The terms of the Offering are set forth in the Cottonwood Multifamily Opportunity Fund, Inc. Offering Statement dated [____________ __], 20[__] (the “Offering Statement”). The date the Offering Statement is qualified by the Securities and Exchange Commission (the “SEC”) shall be referred to herein as the “Qualification Date.” The Shares wi
ASSET MANAGEMENT AGREEMENTAsset Management Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Utah
This Asset Management Agreement (“Agreement”), dated as of November 15, 2017, is entered into by and between Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “Company”) and Cottonwood Capital Property Management II, LLC, a Delaware limited liability company (the “Asset Manager”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF Cottonwood MULTIFAMILY OPPORTUNITY FUND O.P., LPLimited Partnership Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Delaware
This Amended and Restated Agreement of Limited Partnership (“Agreement”) is effective as of August 17, 2017 by and between CW Multifamily Opportunity Fund GP, LLC, a Delaware limited liability company as the general partner (the “General Partner”), and Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation, as the limited partner (the “Limited Partner,” and together with the General Partner, the “Partners”), for the purpose of forming a limited partnership (the “Partnership”) in accordance with the provisions of the Delaware Revised Uniform Limited Partnership Act (6 Del. § 17-101 et seq.), as amended (the “Act”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CW MULTIFAMILY OPPORTUNITY FUND GP, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CW MULTIFAMILY OPPORTUNITY FUND GP, LLCLimited Liability Company Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Delaware
This Amended and Restated Limited Liability Company Agreement, effective August 17, 2017, is entered into by Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “Member”), as the Member, pursuant to the Act on the following terms and conditions.
THREE-PARTY AGREEMENTThree-Party Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Utah
This Agreement (the “Agreement”), effective as of November 15, 2017 (the “Effective Date”), is entered into by and among Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “REIT”), Cottonwood Multifamily Opportunity Fund O.P., LP, a Delaware limited partnership (the “Operating Partnership”) and Cottonwood Capital Property Management II, LLC, a Delaware limited liability company (“Cottonwood Management”). The REIT, the Operating Partnership and Cottonwood Management are individually referred to as a “Party” and collectively referred to as the “Parties.”
COTTONWOOD MULTIFAMILY OPPORTUNITY FUND, INC. Salt Lake City, Utah 84121 November 16, 2017Broker-Dealer Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Utah
This letter confirms and comprises the agreement (this “Agreement”) between Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “Company”), Cottonwood Capital Property Management II, LLC, a Delaware limited liability company (“Cottonwood Management”) and Orchard Securities, LLC (the “Managing Broker-Dealer”), regarding the offering and sale (the “Offering”) by the Company of up to $50,000,000 in common stock (the “Shares”) pursuant to the Cottonwood Multifamily Opportunity Fund, Inc. offering circular dated November 16, 2017 (the “Offering Statement”).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts
Send Paperwork and Checks made payable to “Cottonwood Multifamily Opportunity Fund, Inc.” to: DST Systems, Inc. Attn: Cottonwood Multifamily Development REIT I, Inc. 430 W. 7th Street, Suite #219065 Kansas City, MO 64105 Phone: 844.422.2584 Fax: 855.338.1452 Send Funds by Wire to: Account Name: Cottonwood Multifamily Opportunity Fund, Inc. UMB Bank, N.A. 1010 Grand Blvd., 4th Floor Kansas City, MO 64106 ABA#: 101000695 DDA#: 98-7229-213-8 FCC: Investor Name
