STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC. DEALER MANAGER AGREEMENT Up to $1.095 Billion in Shares of Common StockDealer Manager Agreement • September 27th, 2017 • Strategic Student & Senior Housing Trust, Inc. • California
Strategic Student & Senior Housing Trust, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of up to $1.095 billion in shares (the “Shares”) of its common stock, $0.001 par value per share (the “Offering”), to be issued and sold ($1.0 billion in shares to be offered to the public, consisting of Class A Shares at a purchase price of $10.33 per share (up to $450 million in shares), Class T Shares at a purchase price of $10.00 per share (up to $450 million in shares) and Class W Shares at a purchase price of $9.40 per share (up to $100 million in shares), and $95 million in Shares to be offered pursuant to the Company’s distribution reinvestment plan, consisting of Class A Shares at a purchase price of $9.81 per share, Class T Shares at a purchase price of $9.50 per share and Class W Shares at a purchase price of $9.40 per share. The Company reserves the right to reallocate the Shares offered among classes of Shares and between the primary offering and
AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • September 27th, 2017 • Strategic Student & Senior Housing Trust, Inc. • California
This AMENDED AND RESTATED ADVISORY AGREEMENT (this “Advisory Agreement”), dated as of [ ], 2017, is entered into by and among Strategic Student & Senior Housing Trust, Inc., a Maryland corporation (formerly Strategic Student Senior & Storage Trust, Inc.) (the “Company”), SSSHT Operating Partnership, L.P., a Delaware limited partnership (formerly SSSST Operating Partnership, L.P.) (the “Operating Partnership”) and SSSHT Advisor, LLC, a Delaware limited liability company (formerly SSSST Advisor, LLC) (the “Advisor”), on the following terms and conditions.
SSSST OPERATING PARTNERSHIP, L.P. SERIES A CUMULATIVE REDEEMABLE PREFERRED UNIT PURCHASE AGREEMENTPreferred Unit Purchase Agreement • September 27th, 2017 • Strategic Student & Senior Housing Trust, Inc. • Delaware
THIS SERIES A CUMULATIVE REDEEMABLE PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 28th day of June, 2017, by and among SSSST Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), Strategic Student & Senior Housing Trust, Inc., a Maryland corporation and the sole general partner of the Operating Partnership (the “Company”), and SAM Preferred Investor, LLC, a Delaware limited liability company (the “Purchaser”).
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SSSHT OPERATING PARTNERSHIP, L.P.Limited Partnership Agreement • September 27th, 2017 • Strategic Student & Senior Housing Trust, Inc. • Delaware
SSSHT Operating Partnership, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on October 5, 2016. This Third Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of , 201_ among Strategic Student & Senior Housing Trust, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner and the Special Limited Partner set forth on Exhibit A hereto, and the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
GUARANTYGuaranty • September 27th, 2017 • Strategic Student & Senior Housing Trust, Inc. • Arkansas
THIS GUARANTY (this “Guaranty”) is made as of June 28, 2017, by each of H. MICHAEL SCHWARTZ, an individual having an address at 10 Terrace Road, Ladera Ranch, California 92694 (“Individual Guarantor”), and STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC., a Maryland corporation having an address at 10 Terrace Road, Ladera Ranch, California 92694 (“REIT Guarantor”; and jointly, severally and collectively with Individual Guarantor, “Guarantor”), jointly and severally in favor of INSURANCE STRATEGY FUNDING IX, LLC, a Delaware limited liability company having an address at 270 Park Avenue, 9th Floor, New York, New York 10017 (together with its successors and assigns, “Lender”).
SSSST 376 W WATSON ST, LLC, a Delaware limited liability company, as mortgagor (Borrower) To INSURANCE STRATEGY FUNDING IX, LLC, a Delaware limited liability company, as mortgagee (Lender) MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENTAnd Security Agreement • September 27th, 2017 • Strategic Student & Senior Housing Trust, Inc. • Arkansas
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this “Security Instrument”) is made as of the 28th day of June, 2017, by SSSST 376 W WATSON ST, LLC, a Delaware limited liability company having an address at 10 Terrace Road, Ladera Ranch, California 92694, as mortgagor (“Borrower”), to INSURANCE STRATEGY FUNDING IX, LLC, a Delaware limited liability company, having an address at 270 Park Avenue, 9th Floor, New York, New York 10017, as mortgagee (“Lender”).
