Second Amended and Restated Distribution Reinvestment Plan
STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC.
SECOND AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN
Effective as of July 13, 2019
Strategic Student & Senior Housing Trust, Inc., a Maryland corporation (the Company), has adopted this second amended and restated distribution reinvestment plan (the DRP), the terms and conditions of which are set forth below.
1. Distribution Reinvestment. As agent for the stockholders of the Company (Stockholders) who (A) purchased shares of the Companys common stock (the Shares) pursuant to the Companys private offering (the Private Offering) detailed in that certain private placement memorandum dated January 27, 2017, and any amendments or supplements thereto (the Memorandum), (B) purchase Shares pursuant to the Companys initial public offering (the Initial Public Offering), or (C) purchase Shares pursuant to any subsequent offering of the Company (Subsequent Offering, each of the Private Offering, the Initial Public Offering, and Subsequent Offering is an Offering) and who elect to participate in the DRP (the Participants), the Company will apply all distributions declared and paid in respect of the Shares held by each participating Stockholder (the Distributions), including Distributions paid with respect to any full or fractional Shares acquired under the DRP, to the purchase of the Shares for such participating Stockholders directly, if permitted under state securities laws and, if not, through the Companys dealer manager (Dealer Manager) or participating dealers registered in the participating Stockholders state of residence (Participating Dealers).
2. Effective Date. The DRP was approved by the Board of Directors and became effective on July 13, 2019. Any additional amendment to or amendment and restatement of the DRP shall be effective as provided in Section 12.
3. Eligibility and Procedure for Participation. Any Stockholder who purchased Shares pursuant to the Private Offering, purchases shares in the Initial Public Offering, or purchases shares in any Subsequent Offering, and who has received a prospectus, as contained in the Companys registration statement filed with the Securities and Exchange Commission (the SEC), may elect to become a Participant by completing and executing the Subscription Agreement, an enrollment form, or any other appropriate authorization form as may be available from the Company, the Dealer Manager, or Participating Dealer. The Company may elect to deny a Stockholder participation in the DRP if the Stockholder resides in a jurisdiction or foreign country where, in the Companys judgment, the burden or expense of compliance with applicable securities laws makes the Stockholders participation impracticable or inadvisable. Participation in the DRP will begin with the next Distribution payable after receipt of a Participants accepted subscription, enrollment, or authorization.
Once enrolled, a Participant may continue to purchase stock under the DRP until all of the shares of stock registered have been sold, the Company has terminated all Offerings, or the Company has terminated the DRP. A Participant can choose to have all or a portion of Distributions reinvested through the DRP. A Participant may also change the percentage of Distributions that will be reinvested at any time by completing a new enrollment form or other form provided for that purpose. Any election to increase a Participants level of participation must be made through a Participating Dealer or, if purchased other than through a Participating Dealer, through the Dealer Manager. Shares will be purchased under the DRP on the date that Distributions are paid by the Company.
Each Participant agrees that if, at any time prior to the listing of the Shares on a national securities exchange, he or she fails to meet the suitability requirements for making an investment in the Company or cannot make the other representations or warranties set forth in the Subscription Agreement, he or she will promptly so notify the Company in writing.
4. Purchase of Shares. Participants may acquire DRP Shares from the Company for a price equal to $9.30 per share, regardless of whether the Participant holds Class A Shares, Class T Shares, Class W Shares, Class Y Shares, or Class Z Shares. Participants may purchase shares as described until the earliest of (i) the date that all of the DRP Shares registered have been issued or (ii) all Offerings terminate and the Company elects to deregister with the SEC the unsold DRP Shares. The DRP Share price for the Class A Shares, the Class T Shares, the Class W Shares, the Class Y Shares, and the Class Z Shares was determined by the board of directors in its business judgment. The board of directors may set or change the DRP Share price for the purchase of Class A Shares, Class T Shares, Class W Shares, Class Y Shares, and Class Z Shares at any time in its sole and absolute discretion based upon such factors as it deems appropriate, and without amending this DRP. Participants in the DRP may also purchase fractional Shares so that 100% of the Distributions will be used to acquire Shares; however, a Participant will not be able to acquire DRP Shares to the extent that any such purchase would cause such Participant to exceed the ownership limit as set forth in the Companys charter or otherwise would cause a violation of the share ownership restrictions set forth in the Companys charter.
Shares to be distributed by the Company in connection with the DRP may (but are not required to) be supplied from: (a) Shares registered, or to be registered, with the SEC in an Offering for use in the DRP (a Registration), or (b) Shares of the Companys common stock purchased by the Company for the DRP in a secondary market (if available) or on a national securities exchange (collectively, the Secondary Market).
Shares purchased in any Secondary Market will be purchased at the then-prevailing market price, which price will be used for purposes of issuing Shares in the DRP. Shares acquired by the Company in any Secondary Market or registered in a Registration for use in the DRP may be at prices lower or higher than the Share price which will be paid for the DRP Shares pursuant to the Initial Public Offering.
If the Company acquires Shares in any Secondary Market for use in the DRP, the Company shall use its reasonable efforts to acquire Shares at the lowest price then reasonably available. However, the Company does not in any respect guarantee or warrant that the Shares so acquired and purchased by the Participant in the DRP will be at the lowest possible price. Further, irrespective of the Companys ability to acquire Shares in any Secondary Market or to make an Offering for Shares to be used in the DRP, the Company is in no way obligated to do either, in its sole discretion.
5. No Commissions or Other Charges. No dealer manager fee, stockholder servicing fees, dealer manager servicing fees, nor sales commissions will be paid with respect to the DRP Shares.
6. Exclusion of Certain Distributions. The board of directors of the Company reserves the right to designate that certain cash or other distributions attributable to net sale proceeds will be excluded from Distributions that may be reinvested in Shares under the DRP.
7. Taxation of Distributions. The reinvestment of Distributions in the DRP does not relieve Participants of any taxes which may be payable as a result of those Distributions and their reinvestment pursuant to the terms of this Plan.
8. Stock Certificates. The ownership of the Shares purchased through the DRP will be in book-entry form unless and until the Company issues certificates for its outstanding common stock.
9. Voting. A Participant may vote all Shares acquired through the DRP.
10. Reports. Within 30 days after the end of each fiscal quarter, the Company shall provide each Stockholder with an individualized report on his or her investment, including the purchase date(s), purchase price, and number of Shares owned, as well as the dates of Distribution payments and amounts of Distributions paid during the prior fiscal year.
11. Termination by Participant. A Participant may terminate participation in the DRP at any time, without penalty by delivering to the Company a written notice. Prior to listing of the Shares on a national securities exchange, any transfer of Shares by a Participant to a non-Participant will terminate participation in the DRP with respect to the transferred Shares. Upon termination of DRP participation for any reason, Distributions paid subsequent to termination will be distributed to the Stockholder in cash.
12. Amendment or Termination of DRP by the Company. The board of directors of the Company may by majority vote (including a majority of the Independent Directors) amend, modify, suspend, or terminate the DRP for any reason upon 10 days written notice to the Participants; provided, however, no such amendment shall add compensation to the DRP or remove the opportunity for a Participant to terminate participation in the plan, as specified above.
13. Liability of the Company. The Company shall not be liable for any act done in good faith, or for any good faith omission to act, including, without limitation, any claims or liability (a) arising out of failure to terminate a Participants account upon such Participants death prior to receipt of notice in writing of such death, or (b) with respect to the time and the prices at which Shares are purchased or sold for a Participants account. Any limitation of the Companys liability under this Section 13 may be further limited by Section II.G. of the Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association, as applicable. To the extent that indemnification may apply to liabilities arising under the Securities Act of 1933, as amended, or the securities laws of a particular state, the Company has been advised that, in the opinion of the SEC and certain state securities commissioners, such indemnification is contrary to public policy and, therefore, unenforceable.