AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SSSHT OPERATING PARTNERSHIP, L.P.

Exhibit 10.10

AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

SSSHT OPERATING PARTNERSHIP, L.P.

In accordance with Article 11 of the Third Amended and Restated Limited Partnership Agreement dated May 1, 2018 (the “Partnership Agreement”) of SSSHT Operating Partnership, L.P. (the “Partnership”), the Partnership Agreement is hereby amended by this Amendment No. 1 thereto (this “Amendment”) to revise certain definitions in connection with the incentive provisions in Section 5.2 of the Partnership Agreement.  Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Partnership Agreement.

WHEREAS, Sections 5.2(c) and 5.2(e) of the Partnership Agreement provide for incentive distributions payable to the Special Limited Partner under certain circumstances which were intended to be equivalent to the Net Sale Proceeds payable to the Special Limited Partner pursuant to Section 5.2(b) of the Partnership Agreement;

WHEREAS, the calculation of the Subordinated Incentive Listing Distribution and Subordinated Distribution Due Upon Extraordinary Transaction do not currently operate in a manner consistent with the calculation of Net Sale Proceeds;

WHEREAS, the parties hereto desire to revise the definitions of Subordinated Distribution Due Upon Extraordinary Transaction and Subordinated Incentive Listing Distribution by entering into this Amendment.

NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1.  Amendments to Defined Terms

The following definitions are hereby revised and restated defined terms in the Partnership Agreement:

Subordinated Distribution Due Upon Extraordinary Transaction means 15% of the amount by which (i) the Transaction Amount (plus the amount payable pursuant to Section 5.2(e) hereof), plus the total of all Distributions paid to Common Stockholders (excluding any stock dividends and Distributions paid on REIT Shares redeemed by the General Partner) from the General Partner’s inception until the date that Transaction Amount is determined, exceeds (ii) the sum of (A) Invested Capital and (B) the total Distributions required to be paid to Common Stockholders in order to pay the Stockholders’ 6% Return from inception through the date Transaction Amount is determined.

Subordinated Incentive Listing Distribution means 15% of the amount by which (i) the Market Value (plus the amount payable pursuant to Section 5.2(c) hereof), plus the total of all Distributions paid to Common Stockholders (excluding any stock dividends and Distributions paid on REIT Shares redeemed by the General Partner) from the General Partner’s inception until the date that Market Value is determined, exceeds (ii) the sum of (A) Invested Capital and (B) the total Distributions required to be paid to Common Stockholders in order to pay the Stockholders’ 6% Return from inception through the date Market Value is determined.  

Section 2.  Continuation of Partnership Agreement

The Partnership Agreement and this Amendment shall be read together and shall have the same force and effect as if the provisions of the Partnership Agreement and this Amendment were contained in one document.  Any provisions of the Partnership Agreement not amended by this Amendment shall remain in full force and effect as provided in the Partnership Agreement immediately prior to the date hereof.  In the event of a conflict between the provisions of this Amendment and the Partnership Agreement, the provisions of this Amendment shall control.

[Signature Page Follows.]

1

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Partnership Agreement as of the 26th day of September, 2018.

SSSHT OPERATING PARTNERSHIP, L.P.

By: Strategic Student & Senior Housing Trust, Inc., its sole general partner

By: /s/ H. Xxxxxxx Xxxxxxxx
Name: H. Xxxxxxx Xxxxxxxx
Title: Chief Executive Officer

STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC.

By: /s/ H. Xxxxxxx Xxxxxxxx
Name: H. Xxxxxxx Xxxxxxxx
Title: Chief Executive Officer

1