0001193125-19-126020 Sample Contracts

PROPERTY MANAGEMENT THREE-PARTY AGREEMENT (Multifamily REIT II)
Three-Party Agreement • April 30th, 2019 • Cottonwood Multifamily Reit Ii, Inc. • Real estate investment trusts • Utah

This Agreement (the “Agreement”), effective as of March 1, 2019 (the “Effective Date”), is entered into by and among Cottonwood Multifamily REIT II, Inc., a Maryland corporation (the “REIT”), Cottonwood Residential O.P., LP, a Delaware limited partnership (“CROP”), Cottonwood Multifamily REIT II 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.”

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ASSIGNMENT OF ADVISORY SERVICES CONTRACTS (Multifamily REIT II)
Assignment of Advisory Services Contracts • April 30th, 2019 • Cottonwood Multifamily Reit Ii, Inc. • Real estate investment trusts

This ASSIGNMENT OF ADVISORY SERVICES CONTRACTS (the “Assignment”), effective as of March 1, 2019 (the “Effective Date”) is made and entered into among Cottonwood Multifamily REIT II, Inc., a Maryland corporation (“REIT II”), Cottonwood Capital Property Management II, LLC, a Delaware limited liability company (“CCPM II”), Cottonwood Capital Holdings, LLC, a Delaware limited liability company (“CC Holdings”), Cottonwood Capital Management, Inc., a Delaware corporation (“CCMI”), Cottonwood Communities Advisors, LLC, a Delaware limited liability company (the “Advisor”) and CC Advisors II, LLC, a Delaware limited liability company (“CC Advisors II”).

ASSIGNMENT OF PROMOTIONAL INTEREST (Multifamily REIT II)
Assignment of Promotional Interest • April 30th, 2019 • Cottonwood Multifamily Reit Ii, Inc. • Real estate investment trusts

This ASSIGNMENT OF PROMOTIONAL INTEREST (the “Assignment”), effective as of March 1, 2019 (the “Effective Date”) is made and entered into by and between Cottonwood Residential O.P., LP, a Delaware limited partnership (“CROP”), CW Heights at Meridian H, LLC, a Delaware limited liability company (“Heights at Meridian SPE”), CW Westborough H, LLC, a Delaware limited liability company (“Westborough SPE”) and Cottonwood Communities Advisors Promote, LLC, a Delaware limited liability company (“CCA Promote”). Terms not defined herein shall of the meanings given to them on Exhibit A hereto.

FIRST AMENDMENT TO THE THREE-PARTY AGREEMENT (Multifamily REIT II)
Three-Party Agreement • April 30th, 2019 • Cottonwood Multifamily Reit Ii, Inc. • Real estate investment trusts

This First Amendment (this “Amendment”) to the Three-Party Agreement among Cottonwood Capital Property Management II, LLC, a Delaware limited liability company (“CCPM II”), Cottonwood Multifamily REIT II, Inc., a Maryland corporation (“Multifamily REIT II”) and Cottonwood Multifamily REIT II O.P., LP, a Delaware limited partnership (“REIT II OP”) dated July 17, 2017 (the “REIT II Three-Party Agreement”) is adopted by CCPM II, Multifamily REIT II and REIT II OP (collectively, the “Parties”). This Amendment is effective as of March 1, 2019 (the “Effective Date”).

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