MANAGING BROKER-DEALER AGREEMENTManaging Broker-Dealer Agreement • October 13th, 2023 • 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 September 19, 2023 (the “Effective Date”) regarding the offering and sale by the Issuer of up to $150,000,000 in shares of Series A Convertible Preferred Stock (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 Cottonwood Communities, Inc. Confidential Private Placement Memorandum dated September 19, 2023, including the Exhibits, as may be amended or supplemented (the “Memorandum”).
SIXTH AMENDMENT TO THE SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF COTTONWOOD RESIDENTIAL O.P., LPLimited Partnership Agreement • October 13th, 2023 • Cottonwood Communities, Inc. • Real estate investment trusts
This Sixth Amendment (this “Amendment”) to the Sixth Amended and Restated Limited Partnership Agreement (the “Agreement”) of Cottonwood Residential O.P., LP, a Delaware limited partnership (the “Partnership”), is entered into effective as of August 21, 2023 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 Agreement.
FIRST AMENDMENT TO MANAGING BROKER-DEALER AGREEMENTBroker-Dealer Agreement • October 13th, 2023 • Cottonwood Communities, Inc. • Real estate investment trusts
This First Amendment (this “Amendment”) to the Managing Broker-Dealer Agreement dated December 1, 2022 (the “Agreement”) by and between Cottonwood Communities, Inc., a Maryland corporation (the “Issuer”), and [***], a Utah limited liability company (the “Managing Broker-Dealer”), is entered into effective as of August 21, 2023 (the “Effective Date”), between the Issuer and the Managing Broker-Dealer. Capitalized terms used in this Amendment and not defined shall have the meanings set forth in the Agreement.
AMENDMENT NO. 1 TO DEALER MANAGER AGREEMENTDealer Manager Agreement • October 13th, 2023 • Cottonwood Communities, Inc. • Real estate investment trusts
This Amendment No. 1 (this “Amendment”) effective as of November 30, 2021, amends that certain Dealer Manager Agreement dated November 4, 2021 (as it may be amended from time to time, the “Dealer Manager Agreement”), by and between Cottonwood Communities, Inc., a Maryland corporation (the “Company”), and Orchard Securities, LLC (the “Dealer Manager”). Capitalized terms used herein but not defined shall have the meanings set forth in the Dealer Manager Agreement.
SELLING AGREEMENTSelling Agreement • October 13th, 2023 • Cottonwood Communities, Inc. • Real estate investment trusts • Utah
This Selling Agreement (this “Agreement”) is entered into by and between Cottonwood Communities, Inc., a Maryland corporation (the “Issuer”), and [***], a Utah limited liability company (the “Dealer”), effective July 25, 2023 (the “Effective Date”) regarding the offering and sale by the Issuer of up to $10,000,000 in shares of Series 2023-A Preferred Stock (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 Cottonwood Communities, Inc. Confidential Private Placement Memorandum dated July 25, 2023, including the exhibits, as may be amended or supplemented (the “Memorandum”).
SEVENTH AMENDMENT TO THE SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF COTTONWOOD RESIDENTIAL O.P., LPLimited Partnership Agreement • October 13th, 2023 • Cottonwood Communities, Inc. • Real estate investment trusts
This Seventh Amendment (this “Amendment”) to the Sixth Amended and Restated Limited Partnership Agreement (the “Agreement”) of Cottonwood Residential O.P., LP, a Delaware limited partnership (the “Partnership”), is entered into effective as of September 19, 2023 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 Agreement.
FIFTH AMENDMENT TO THE SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF COTTONWOOD RESIDENTIAL O.P., LPLimited Partnership Agreement • October 13th, 2023 • Cottonwood Communities, Inc. • Real estate investment trusts
This Fifth Amendment (this “Amendment”) to the Sixth Amended and Restated Limited Partnership Agreement (the “Agreement”) of Cottonwood Residential O.P., LP, a Delaware limited partnership (the “Partnership”), is entered into effective as of July 25, 2023 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 Agreement.
FIRST AMENDMENT TO THE AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • October 13th, 2023 • Cottonwood Communities, Inc. • Real estate investment trusts
This Amendment (this “Amendment”) to the Amended and Restated Advisory Agreement among CC Advisors III, LLC, a Delaware limited liability company (the “Advisor”), Cottonwood Communities, Inc., a Maryland corporation (the “Company”) and Cottonwood Residential O.P., LP, a Delaware limited partnership (“CROP”) dated May 7, 2023 (the “Advisory Agreement”) is entered as of September 18, 2023. Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement.
