Obligation to Enter into Property Management Agreements. Of Cottonwood Management, as determined by a final, non-appealable judgement of a court of competent jurisdiction.ģ.1. The Asset Management Agreement may not be terminated until the Termination Date, other than because of the fraud, willful misconduct or gross negligence The REIT and Cottonwood Management willĮnter into an Asset Management Agreement, the form of which is attached hereto to as Exhibit A. The REIT shall be responsible for all obligations assigned to it in the Managing Broker-Dealer Agreement.Ģ. Cottonwood Management shallĮnter into the Managing Broker-Dealer Agreement with the REIT and Orchard Securities, LLC (the “Managing Broker-Dealer Agreement”), pursuant to which Cottonwood Management will be obligated to pay the Selling Expensesĭue pursuant to the Managing Broker-Dealer Agreement. Termination of the Offering, which shall occur on the earliest of: (i) the sale of $50,000,000 of Shares, (ii) the one year anniversary of the date the SEC qualifies the Offering Statement or (iii) a determination by the REIT’sīoard of directors to terminate the Offering (the “Offering Termination Date”), Cottonwood Management shall pay the Organization and Offering Expenses as its direct obligation.ġ.2. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, theġ.1. Subsidiaries thereof formed for the purpose of acquiring Projects) to enter into property management agreements (the “Property Management Agreements”) with Cottonwood Management with respect to the Projects owned by the Joint Ventures (or In addition, the Operating Partnership and CROP have agreed that they will cause the Joint Ventures (or WHEREAS, the Operating Partnership has agreed to enter into property management agreements (the “Property ManagementĪgreements”) with Cottonwood Management with respect to all Projects owned by the Operating Partnership (or a subsidiary thereof). Management Agreement with Cottonwood Management in order to avail itself of the experience, sources of information, advice, assistance and certain facilities available to Cottonwood Management. WHEREAS, in connection with the transactions described herein, the REIT has agreed that it shall enter into an Asset WHEREAS, Cottonwood Management has agreed to be obligated to pay all the selling commissions and managing broker-dealerįees (the “Selling Expenses”) and the organizational and offering expenses (the “Organization and Offering Expenses”) related to the Offering. REIT intends to offer shares of common stock of the REIT (the “Shares”) pursuant to the Offering Statement on Form 1-A filed with the Securities and Exchange Commission (the “SEC”) for qualification (the “Offering”). Of multifamily apartment communities (the “Projects”) and multifamily apartment related assets. More joint ventures (the “Joint Ventures”) with Cottonwood Residential O.P., LP, a Delaware limited partnership or a subsidiary thereof (“CROP”) for the purpose of acquiring, managing, leasing, operating, financing and disposing The Operating Partnership intends to form one or WHEREAS, the Operating Partnership is the operating partnership of the REIT. The REIT, the Operating Partnership and Cottonwood Management are individually referred to as a “Party” and collectively referred to as the “Parties.” (the “Effective Date”), is entered into by and among Cottonwood Multifamily REIT II, Inc., a MarylandĬorporation (the “REIT”), 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 This Agreement (the “Agreement”), effective as of
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