0001692951-22-000050 Sample Contracts

AMENDED AND RESTATED ADVISORY AGREEMENT among COTTONWOOD COMMUNITIES, INC. and COTTONWOOD RESIDENTIAL O.P., LP and CC ADVISORS III, LLC May 7, 2022
Advisory Agreement • May 12th, 2022 • Cottonwood Communities, Inc. • Real estate investment trusts • Utah

This Advisory Agreement (this “Agreement”), dated as of May 7, 2022, is entered into by and among Cottonwood Communities, Inc., a Maryland corporation (the “REIT”), Cottonwood Residential 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.”

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RENEWAL AGREEMENT
Renewal Agreement • May 12th, 2022 • Cottonwood Communities, Inc. • Real estate investment trusts • Utah

THIS RENEWAL AGREEMENT, dated as of May 7, 2022 (the “Agreement”), is entered into between Cottonwood Capital Management, Inc., a Delaware corporation (“CCMI”), and Cottonwood Communities Advisors, LLC, a Delaware limited liability company (“CCA”).

SECOND AMENDMENT TO THE SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF COTTONWOOD RESIDENTIAL O.P., LP
Cottonwood Communities, Inc. • May 12th, 2022 • Real estate investment trusts

This Second Amendment (the “Amendment”) to the Sixth Amended and Restated Limited Partnership Agreement of Cottonwood Residential O.P., LP, a Delaware limited partnership (the “Partnership”), is dated as of January 1, 2022 and effective as of November 12, 2021 and is entered into by and among Cottonwood Communities GP Subsidiary, LLC, a Maryland limited liability company (the “General Partner”), CC Advisors-SLP, LLC, a Delaware limited liability company (the “Special Limited Partner”), and the Limited Partners set forth on Exhibit A to the Agreement. Capitalized terms used in this Amendment are defined as set forth in the Sixth Amended and Restated Limited Partnership Agreement of the Partnership, entered into and effective as of July 15, 2021, as amended by the First Amendment thereto (the “Agreement”).

THIRD AMENDMENT TO THE SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF COTTONWOOD RESIDENTIAL O.P., LP
Cottonwood Communities, Inc. • May 12th, 2022 • Real estate investment trusts

This Third Amendment (the “Amendment”) to the Sixth Amended and Restated Limited Partnership Agreement of Cottonwood Residential O.P., LP, a Delaware limited partnership (the “Partnership”), is entered into effective as of February 7, 2022 and is entered into by and among Cottonwood Communities GP Subsidiary, LLC, a Maryland limited liability company (the “General Partner”), CC Advisors-SLP, LLC, a Delaware limited liability company (the “Special Limited Partner”), and the Limited Partners set forth on Exhibit A to the Agreement. Capitalized terms used in this Amendment are defined as set forth in the Sixth Amended and Restated Limited Partnership Agreement of the Partnership, entered into and effective as of July 15, 2021, as amended by the First and Second Amendments thereto (the “Agreement”).

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