Cohen & Steers Income Opportunities REIT, Inc. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • January 25th, 2023 • Cohen & Steers Income Opportunities REIT, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _______________, 202_, by and between Cohen & Steers Income Opportunities REIT, Inc., a Maryland corporation (the “Company”), and _________________________ (“Indemnitee”).

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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF COHEN & STEERS INCOME OPPORTUNITIES REIT OPERATING PARTNERSHIP L.P. A DELAWARE LIMITED PARTNERSHIP January 24, 2023
Limited Partnership Agreement • January 25th, 2023 • Cohen & Steers Income Opportunities REIT, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Limited Partnership Agreement (this “Agreement”), dated as of January 24, 2023, amends and restates the Limited Partnership Agreement entered into as of August 3, 2022, between Cohen & Steers Income Opportunities REIT, Inc., a Maryland corporation, as general partner (the “General Partner”) and as a Limited Partner, Cohen & Steers Income Opportunities REIT Special Limited Partner LLC, a Delaware limited liability company (the “Special Limited Partner”) and the Limited Partners party hereto from time to time.

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • January 25th, 2023 • Cohen & Steers Income Opportunities REIT, Inc. • Real estate investment trusts • New York

This Dealer Manager Agreement (this “Agreement”) is entered into by and between Cohen & Steers Income Opportunities REIT, Inc., a Maryland corporation (the “Company”), and Cohen & Steers Securities, LLC, a Delaware limited liability company (the “Dealer Manager”).

AMENDED AND RESTATED ADVISORY AGREEMENT AMONG COHEN & STEERS INCOME OPPORTUNITIES REIT, INC., COHEN & STEERS INCOME OPPORTUNITIES REIT OPERATING PARTNERSHIP, L.P., AND COHEN & STEERS CAPITAL MANAGEMENT, INC.
Advisory Agreement • September 21st, 2023 • Cohen & Steers Income Opportunities REIT, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of the 18th day of September, 2023, is by and among Cohen & Steers Income Opportunities REIT, Inc., a Maryland corporation (the “Company”), Cohen & Steers Income Opportunities REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Cohen & Steers Capital Management, Inc., a New York corporation (the “Advisor”). This Agreement amends and restates the Advisory Agreement dated as of January 24, 2023. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

FORM OF RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • January 25th, 2023 • Cohen & Steers Income Opportunities REIT, Inc. • Real estate investment trusts • Maryland

THIS AGREEMENT (the “Agreement”), is made effective as of the day of [__], 20[__], (the “Date of Grant”), between Cohen & Steers Income Opportunities REIT, Inc., a Maryland corporation (the “Company”), and [__] (the “Participant”):

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • January 25th, 2023 • Cohen & Steers Income Opportunities REIT, Inc. • Real estate investment trusts • New York

This TRADEMARK LICENSE AGREEMENT (“Agreement”) is effective as of the 24th day of January, 2023 (“Effective Date”) among Cohen & Steers Capital Management, Inc., a New York corporation (the “Licensor”), on the one hand, and Cohen & Steers Income Opportunities REIT, Inc., a corporation organized under the laws of the State of Maryland, and Cohen & Steers Income Opportunities REIT Operating Partnership, L.P., a Delaware limited partnership (individually and together, “Licensee”), on the other hand.

PURCHASE AGREEMENT (Marketplace at Highland Village – Highland Village, TX)
Purchase Agreement • January 24th, 2024 • Cohen & Steers Income Opportunities REIT, Inc. • Real estate investment trusts

THIS PURCHASE AGREEMENT (this “Agreement”) is made effective as of December 18, 2023 (the “Effective Date”) by and between DDR HIGHLAND VILLAGE LP, a Delaware limited partnership (“Seller”), and Core Power Highland Village, LLC, a Delaware limited liability company (“Buyer”).

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