0001193125-19-191753 Sample Contracts

AMENDMENT NO. 2 TO AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • July 10th, 2019 • Strategic Student & Senior Housing Trust, Inc. • Real estate investment trusts • California

This Amendment No. 2 (this “Amendment”) to Amended and Restated Advisory Agreement dated as of May 1, 2018, as amended (the “Advisory Agreement”), is effective as of July 10, 2019, by and among Strategic Student & Senior Housing Trust, Inc., a Maryland corporation (the “Company”), SSSHT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) and SSSHT Advisor, LLC, a Delaware limited liability company (the “Advisor”).

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AMENDMENT NO. 1 TO DEALER MANAGER AGREEMENT AND PARTICIPATING DEALER AGREEMENT
Dealer Manager Agreement and Participating Dealer Agreement • July 10th, 2019 • Strategic Student & Senior Housing Trust, Inc. • Real estate investment trusts • California

This Amendment No. 1 to Dealer Manager Agreement and Participating Dealer Agreement (this “Amendment”) is made and entered into as of this 10th day of July, 2019 by and among Strategic Student & Senior Housing Trust, Inc., a Maryland corporation (the “Company”), and Select Capital Corporation, a California corporation (the “Dealer Manager”).

AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SSSHT OPERATING PARTNERSHIP, L.P.
Limited Partnership Agreement • July 10th, 2019 • Strategic Student & Senior Housing Trust, Inc. • Real estate investment trusts

In accordance with Section 4.3(a)(i) and 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. 2 thereto (this “Amendment”) to reflect certain changes in share classification of Strategic Student & Senior Housing Trust, Inc. (the “General Partner”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Partnership Agreement.

ADVISOR FUNDING AGREEMENT
Advisor Funding Agreement • July 10th, 2019 • Strategic Student & Senior Housing Trust, Inc. • Real estate investment trusts • California

This ADVISOR FUNDING AGREEMENT (this “Agreement”) is executed this 10th day of July, 2019 by and among Strategic Student & Senior Housing Trust, Inc., a Maryland corporation (the “Company”), SSSHT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), SSSHT Advisor, LLC, a Delaware limited liability company (the “Advisor”), and SmartStop Asset Management, LLC, a Delaware limited liability company (the “Sponsor”).

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