0001193125-18-213210 Sample Contracts

Contract
Cottonwood Multifamily Reit Ii, Inc. • July 5th, 2018 • 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: Send Investment Funds Directly To: Send Subscription Agreement to: UMB Bank, N.A., as escrow agent for DST Systems, Inc. Cottonwood Multifamily REIT II, Inc. ATTN: Cottonwood Multifamily REIT II, Inc. 1010 Grand Blvd., 4th Floor 430 W.7th Street Kansas City, MO 64106 Suite #219065 Kansas City, MO 64105 Wires may be sent to: FFC: Investor Name ABA# 101000695 DDA#: 9872291883 1. INVESTMENT INFORMATION Amount of Subscription: $ Investment Type: Initial Investment (Minimum Subscription: $10,000) Additional Investment (No Minimum Subscription Amount) 2. INVESTMENT TYPE (check one box) 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)

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CONTRIBUTION AGREEMENT
Contribution Agreement • July 5th, 2018 • Cottonwood Multifamily Reit Ii, Inc. • Real estate investment trusts • District of Columbia

This Contribution Agreement (this “Agreement”) is entered into as of June 29, 2018, among each of the entities named on the signature pages hereto as a “Borrower” (each, a “Borrower” and, collectively, the “Borrowers”).

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
Assignment of Purchase and Sale Agreement • July 5th, 2018 • Cottonwood Multifamily Reit Ii, Inc. • Real estate investment trusts

This Assignment of Purchase and Sale Agreement (“Assignment”) is hereby made and entered into effective as of the latest date herein below by and among COTTONWOOD RESIDENTIAL O.P., LP, a Delaware limited partnership (“Assignor”), CW WESTBOROUGH APARTMENTS, LLC a Delaware limited liability company, CW WESTBOROUGH 1031, LLC (collectively “Assignee” or “Assignees”), and TOLL MA LAND II LIMITED PARTNERSHIP, a Massachusetts limited partnership (“Seller”). Assignor, Assignee and Seller will be collectively referred to hereinafter as “the parties”.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • July 5th, 2018 • Cottonwood Multifamily Reit Ii, Inc. • Real estate investment trusts • Massachusetts

This Purchase and Sale Agreement (this “Agreement”) is entered into as of the 10th day of April, 2018 (the “Effective Date”) by and between TOLL MA LAND II LIMITED PARTNERSHIP, a Massachusetts limited partnership (“Seller”), having an address c/o Toll Brothers, Inc., 250 Gibraltar Road, Horsham, PA 19044, COTTONWOOD RESIDENTIAL O.P., LP, a Delaware limited partnership (“Buyer”), having an address of 6340 S. 3000 E., Ste. 500, Salt Lake City, UT 84121, and FIDELITY NATIONAL TITLE GROUP (“Escrow Agent”), having an address of 8055 E. Tufts Avenue, Suite 300, Denver, CO 80237, Attention: Peppy Newton.

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • July 5th, 2018 • Cottonwood Multifamily Reit Ii, Inc. • Real estate investment trusts

This First Amendment to Purchase and Sale Agreement (this “Amendment”) is made as of this 11th day of May, 2018 by and among TOLL MA LAND II LIMITED PARTNERSHIP, a Massachusetts limited partnership (“Seller”), having an address c/o Toll Brothers, Inc., 250 Gibraltar Road, Horsham, PA 19044, and CW WESTBOROUGH APARTMENTS, LLC, a Delaware limited liability company, and CW WESTBOROUGH 1031, LLC, a Delaware limited liability company, each with an address of 6340 S. 3000 E., Ste. 500, Salt Lake City, UT 84121 (together, “Buyer”).

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