0001692951-19-000038 Sample Contracts

MANAGING BROKER-DEALER AGREEMENT
Managing Broker-Dealer Agreement • November 13th, 2019 • Cottonwood Communities, Inc. • Real estate investment trusts • Utah

This Managing Broker-Dealer Agreement (this “Agreement”) is entered into by and between Cottonwood Communities, Inc., a Maryland corporation (the “Issuer”), and [***], a Utah limited liability company (the “Managing Broker-Dealer”), effective October 1, 2019 (the “Effective Date”) regarding the offering and sale by the Issuer of up to $50,000,000 in Series 2019 Preferred Shares (the “Securities”) in the Issuer (the “Offering”). Capitalized terms used herein and not otherwise defined herein shall have the same meaning as set forth in the Series 2019 Preferred Shares in Cottonwood Communities, Inc. Confidential Private Placement Memorandum dated November 1, 2019, as supplemented or amended (the “Memorandum”).

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ADVISORY AGREEMENT among COTTONWOOD COMMUNITIES, INC. and COTTONWOOD COMMUNITIES O.P., LP and CC ADVISORS III, LLC August 13, 2019
Advisory Agreement • November 13th, 2019 • Cottonwood Communities, Inc. • Real estate investment trusts • Utah

This Advisory Agreement (this “Agreement”), dated as of August 13, 2019 is entered into by and among Cottonwood Communities, Inc., a Maryland corporation (the “REIT”), Cottonwood Communities O.P., LP (the “Operating Partnership”) and CC Advisors III, LLC, a Delaware limited liability company (the “Advisor”). The Operating Partnership, the REIT and their subsidiaries are collectively referred to herein as the “Company.”

SECOND AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF
Limited Partnership Agreement • November 13th, 2019 • Cottonwood Communities, Inc. • Real estate investment trusts

This Second Amendment (this “Amendment”) to the Limited Partnership Agreement of Cottonwood Communities O.P., LP (the “Partnership”) dated as of August 13, 2018, as amended by the First Amendment to the Limited Partnership Agreement of the Partnership (as amended, the “Partnership Agreement”), is adopted by Cottonwood Communities, Inc. (the “General Partner”) as General Partner and on behalf of the Limited Partners. This Amendment is effective as of November 1, 2019 (the “Effective Date”).

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