Daniel Shaeffer - 06 May 2021 Form 4 Insider Report for Cottonwood Communities, Inc.

Footnote F1

The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Footnote F2

On May 7, 2021, Cottonwood Residential II, Inc. ("CRII") merged with and into Cottonwood Communities GP Subsidiary, LLC ("Merger Sub"), a wholly owned subsidiary of Cottonwood Communities, Inc. (the "Issuer"), with Merger Sub surviving the merger (the "REIT Merger"). Immediately following the REIT Merger, Cottonwood Communities O.P., LP, the operating partnership of the Issuer, merged with and into Cottonwood Residential O.P., LP (the "Operating Partnership" or "CROP"), a Delaware limited partnership and the operating partnership of CRII, (the "Partnership Merger," and together with the REIT Merger, the "CRII Merger"), with CROP surviving the Partnership Merger. As of the effective time of the CRII Merger, Merger Sub, of which the Issuer is the sole member, became the sole general partner of the Operating Partnership.

Footnote F3

The units were held by the reporting person prior to the CRII Merger, as units that were a derivative security of CRII. Following the CRII Merger the units became a derivative security of the Issuer.

Footnote F4

Represents long-term incentive plan units ("CROP LTIP Units") of the Operating Partnership, of which a wholly owned subsidiary of the Issuer is the sole general partner. granted to the reporting person as equity incentive compensation prior to the time of the CRII Merger. Over time, the CROP LTIP Units can achieve full parity with common units of limited partnership of CROP ("CROP Units") for all purposes. If such parity is reached, non-forfeitable CROP LTIP Units may be converted into CROP Units and then may be redeemed for cash equal to the then-current market value of one share of the Issuer's Class I common stock or, at the Issuer's election, for shares of the Issuer's Class I common stock on a one-for-one basis. CROP LTIP Units do not have an expiration date.

Footnote F5

Represents CROP LTIP Units received by the reporting person immediately prior to the Partnership Merger. The CROP LTIP Units vest on a quarterly basis over a four-year period with the first 25% vesting on May 7, 2022, subject to continued service.

Footnote F6

Represents CROP LTIP Units received by the reporting person as equity compensation on January 2, 2021. The CROP LTIP Units vest on a quarterly basis over a four-year period with the first 25% vesting on January 1, 2022, subject to continued service

Footnote F7

Represents CROP LTIP Units received by the reporting person as equity incentive compensation. The CROP LTIP units are vested as of the date of filing

Footnote F8

Represents CROP Units in the Operating Partnership. CROP Units may be redeemed for cash equal to the then-current market value of one share of the Issuer's Class I common stock or, at the Issuer's election, for shares of the Issuer's Class I common stock on a one-for-one basis. The CROP Units are vested as of the date of issuance and have no expiration date.