STUDENT & SENIOR HOUSING TRUST, INC.
PURCHASER QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT SHARES OF COMMON STOCK IN STRATEGIC STUDENT & SENIOR HOUSING TRUST, INC.
Please read carefully the Confidential Private Placement Memorandum dated January 27, 2017, and all exhibits and supplements thereto (the “Memorandum”) for the sale of shares of common stock (the “Shares”) in Strategic Student & Senior Housing Trust, Inc. (the “Company”), before deciding to invest. AS A PROSPECTIVE INVESTOR IN THE SHARES, YOU SHOULD EXAMINE THE SUITABILITY OF THIS TYPE OF INVESTMENT IN THE CONTEXT OF YOUR OWN NEEDS, INVESTMENT OBJECTIVES, AND FINANCIAL CAPABILITIES, AND YOU SHOULD MAKE YOUR OWN INDEPENDENT INVESTIGATION AND DECISION AS TO SUITABILITY AND AS TO THE RISK AND POTENTIAL GAIN INVOLVED. ALSO, AS A PROSPECTIVE INVESTOR IN THE SHARES YOU ARE ENCOURAGED TO CONSULT WITH YOUR ATTORNEY, ACCOUNTANT, FINANCIAL CONSULTANT, OR OTHER BUSINESS OR TAX ADVISOR REGARDING THE RISKS AND MERITS OF THE PROPOSED INVESTMENT. This offering is limited to investors who certify that they meet all of the suitability requirements set forth in the Memorandum for the purchase of the Shares. If you meet these qualifications and desire to purchase Shares, please complete, sign, and deliver this Subscription Agreement by mail and make payment as follows:
Make Checks Payable To: Strategic Student & Senior Housing Trust, Inc.
Make Payments By Wire To: Bank: Fifth Third Bank
c/o SmartStop Asset Management, LLC
Bank Address:
222 S. Riverside Plaza MD GRVR3B, Chicago, IL 60606
10 Terrace Road
RTN/ABA:
042000314
Ladera Ranch, CA 92694
Acct:
7028062474
Attention: Investor Relations
Acct Name:
Strategic Student & Senior Housing Trust, Inc.
Telephone: (877) 327-3485
Memo:
Investor Name: _______________________
Upon receipt of this signed Subscription Agreement, verification of your investment qualifications, and acceptance by the Company, the Company will notify you of receipt and acceptance of your subscription. The Company reserves the right, in its sole discretion, to accept or reject your subscription, in whole or in part, for any reason whatsoever. Any subscription application not accepted within 30 days of receipt shall be deemed rejected. If your subscription is rejected in whole, your payment will be returned to you, without interest, in full, and this Subscription Agreement shall be terminated and of no further effect. If we accept only a portion of your subscription, we will return the balance of your subscription payment without interest. Any questions about subscriptions should be directed to Investor Relations at (877) 327-3485. Important Note: The person or entity actually making the decision to invest in Shares should complete and execute this Subscription Agreement.
ACCEPTABLE FORMS OF PAYMENT A. Wire transfers B. Pre-printed personal checks C. Cashier’s checks over $10,000 D. Business checks when applied to company/corporate account E. Trust checks for trust accounts F. Custodial checks for IRA accounts G. Checks endorsed from other investment programs will be accepted if they meet the minimum investment requirement WE CANNOT ACCEPT: Cash, cashier’s checks/official bank checks for $10,000 or less, foreign checks, money orders, third party checks, temporary/starter checks, or traveler’s checks. PLEASE NOTE: Because of our anti-money laundering policies, if the investor’s name used in this Subscription Agreement/Signature Page does not match the Payer printed on the form(s) of payment, we may request documents or other evidence as we may reasonably require in order to correlate the investor’s name to the Payer on the form(s) of payment.
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SSSHT-12-2017
YOUR INVESTMENT: $
total purchase amount for a purchase price of $9.25 per share (Minimum purchase $15,000 in shares. Additional investments must be at least $1,000.)
You understand and agree that your purchase is subject to the terms, conditions, acknowledgments, representations, and warranties stated herein and in the Memorandum. You understand that if you wish to purchase Shares, you must complete this Subscription Agreement and submit the total purchase amount. Method of Payment: Funds Enclosed
Funds Wired
Asset Transfer: Asset transfer form sent to transferring institution.
Issued By Custodian
Discount and Waivers: DISCOUNT AND WAIVERS: Registered Investment Advisors (RIA) — Waiver of Commission Only: If this box is checked, selling commissions will be waived for one of the following (check one): If an RIA has introduced a sale and the RIA is affiliated with a Broker-Dealer, the selling commissions will be waived if the sale is conducted by the RIA in his or her capacity as a Registered Representative of a Broker-Dealer. If an RIA has introduced a sale and the RIA is not affiliated with a Broker-Dealer, the selling commissions will be waived if the sale is made pursuant to a RIA Selling Agreement and a CERTIFICATE OF CLIENT SUITABILITY is included. Waiver of Commission and Dealer Manager Fee: Please check this box only if you are eligible for a waiver of selling commission and dealer manager fee. Waivers of selling commissions and dealer manager fees are generally only available for purchases made by: (i) a participating Broker-Dealer or Registered Representative of a participating Broker-Dealer for his, her, or its (a) own account, IRAs, or other retirement plans, or (b) immediate family members and their IRAs or other retirement plans; (ii) a participating Registered Investment Advisor (RIA) for his, her, or its (a) own account, IRAs, or other retirement plans, or (b) immediate family members and their IRAs or other retirement plans (in this case, this Subscription Agreement must be signed by the participating Registered Investment Advisor); or (iii) (a) our directors and officers, (b) directors, officers, and employees of our advisor or its affiliates, including sponsors and consultants, or (c) immediate family members of any of the persons or entities listed in (a) and (b). If for a family member pursuant to (i)(b), (ii)(b), or (iii)(c) above, indicate relationship and name of relative: Volume Discount Purchase: Please check this box if you are eligible for a volume discount on this purchase. If this purchase is eligible to be combined with purchases by another person/entity as a “single purchaser” (as described in the Memorandum) for purposes of a volume discount, then provide the account number of the other person/entity:
ADDRESS AND INVESTOR INFORMATION: SECTION a
NAME OF INVESTOR, TRUSTEE OR AUTHORIZED SIGNER (REQUIRED)
Mr.
Mrs.
Ms.
Other
NAME OF JOINT INVESTOR NAME OF TRUST, BUSINESS OR PLAN
SECTION b
INVESTOR, TRUSTEE OR AUTHORIZED SIGNER’S STREET ADDRESS (REQUIRED) - NO P.O. BOX CITY
STATE
HOME PHONE (REQUIRED)
BUSINESS PHONE
ZIP CODE PHONE EXTENSION
SECTION c
ALTERNATE MAILING ADDRESS OR P.O. BOX CITY
SECTION d
INVESTOR DATE OF BIRTH (MM/DD/YYYY) (REQUIRED)
STATE
(TRUST OR ENTITY DATE)
INVESTOR SSN# (REQUIRED)
ZIP CODE
JOINT INVESTOR / AUTHORIZED SIGNER DATE OF BIRTH (MM/DD/YYYY)
ENTITY TAX ID # (If Applicable)
JOINT INVESTOR / AUTHORIZED SIGNER SSN#
EMAIL ADDRESS
SECTION e
Please indicate Citizenship Status (REQUIRED): if a box is not checked, then you are certifying that you are a U.S. citizen.
U.S. Citizen
Resident Alien
Non-Resident Alien* - Country of Origin
*If non-resident alien, investor must submit the appropriate W-8 form (W-8BEN, W-8ECI, W-8EXP or W-8IMY) in order to make an investment.
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FORM OF OWNERSHIP:
Non-Custodial Ownership Individual
Pension, Profit Sharing Plan or 401K
Joint Tenants with Right of Survivorship
Trust - Include a copy of the Trust or Certificate of Trust
Investor must sign, initial, & date
Uniform Gift to Minors Act / Uniform Transfers to Minors Act
Include copy of plan document. Trustee or custodian signature required.
All parties must sign, initial, & date
Trustee or Grantor signature(s) required
Tenants in Common
All parties must sign, initial, & date
Currently Revocable Irrevocable
Community Property
All parties must sign, initial, & date
Custodian must sign, initial, & date
Partnership or LLC
Partnership or Operating Agreement required. Authorized Agent must sign, initial, & date.
Date Established (Required)
Other:
Company or Corporation - Include copy of Corporate Resolution. Authorized officer must sign
(Specify) Include any pertinent documents
S-Corp C-Corp
Custodial Ownership - Send all paperwork directly to the custodian IRA
Qualified Pension or Profit Sharing Plan
(Type)
Other:
Non-Qualified Custodian Account
(Specify) Inherited/Beneficiary IRA Deceased’s Name (required)
NAME OF CUSTODIAN OR TRUSTEE MAILING ADDRESS CITY
STATE
ZIP CODE
BUSINESS PHONE
TO BE COMPLETED BY CUSTODIAN OR OTHER ADMINISTRATOR CUSTODIAN TAX ID
CUSTODIAN ACCOUNT #
NAME OF CUSTODIAN OR OTHER ADMINISTRATOR
Custodian Medallion Signature Guarantee
SIGNATURE OF CUSTODIAN (IF APPLICABLE)
DATE (REQUIRED)
(MUST BE SIGNED BY CUSTODIAN OR TRUSTEE IF IRA OR QUALIFIED PLAN OR NON-QUALIFIED CUSTODIAL ACCOUNT IS ADMINISTERED BY A THIRD PARTY)
DISTRIBUTION OPTIONS:
All distributions for custodial accounts will be sent to the custodian If a box is not checked below, 100% of your distributions will be paid in cash and sent to the address of record. Distribution Reinvestment Plan (DRP)
Investor elects to participate in the Distribution Reinvestment Plan described in the Memorandum.
Instructions for Cash Portion of Distributions (Check One): Via Direct Deposit (ACH)
% of each distribution in DRP % of each distribution in cash (total must equal 100%)
Complete information below. Checking (must enclose voided check) Savings (verification from bank must be provided)
Mail to Alternate Address Mail to Street Address
Cash Distributions Directed To: NAME OF BANK, BROKERAGE FIRM OR INDIVIDUAL MAILING ADDRESS CITY BANK ABA# (FOR ACH ONLY)
STATE
ZIP CODE
ACCOUNT #
AUTOMATED CLEARING HOUSE (ACH): I (we) hereby authorize the Company to deposit distributions from my (our) common stock of the Company into the account listed on the voided check or bank verification provided above (the “Bank Account”). I (we) further authorize the Company to debit my (our) Bank Account in the event that the Company erroneously deposits additional funds into my (our) Bank Account to which I am (we are) not entitled, provided that such debit shall not exceed the original amount of the erroneous deposit. In the event that I (we) withdraw funds erroneously deposited into my (our) Bank Account before the Company reverses such erroneously deposited amount, I (we) agree that the Company has the right to retain any future distributions to which I am (we are) entitled until the erroneously deposited amount is recovered by the Company.
(MUST ENCLOSE A VOIDED CHECK OR VERIFICATION FROM BANK) PAGE 3 OF 6
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SUBSCRIBER CERTIFICATIONS AND SIGNATURES: In order to induce the Company to accept this Subscription Agreement for the Shares and as further consideration for such acceptance, I hereby make, adopt, confirm, and agree to all of the following covenants, acknowledgments, representations, and warranties with the full knowledge that the Company and its affiliates will expressly rely thereon in making a decision to accept or reject this Subscription Agreement: 1. If a natural person, I hereby represent and warrant that (initial as appropriate): a) ____ ____ I, together with my spouse, have a net worth, exclusive of my primary residence, in excess of $1,000,0001; or b) ____ ____ I have individual income in excess of $200,000, or joint income with my spouse, in excess of $300,000, in each of the two most recent years, and I reasonably expect individual or joint income of an equal or greater amount in the current year. 2. If other than a natural person, such entity represents and warrants that (initial as appropriate): a) ____ ____ The Purchaser is a bank as defined in section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity, a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”), a business development company as defined in Section 2(a)(48) of the Investment Company Act; or a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; b) ____ ____ The Purchaser is a private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940; c) ____ ____ The Purchaser is an organization described in Section 501(c)(3) of the Internal Revenue Code or a corporation, partnership, or a Massachusetts or similar business trust, with total assets in excess of $5,000,000, not formed for the specific purpose of investing in the Company; d) ____ ____ The Purchaser is a trust with total assets in excess of $5,000,000, such trust’s purchase of Shares is directed by a person who either alone or with his Purchaser representative(s) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and such trust was not formed for the specific purpose of investing in Shares; e) ____ ____ The Purchaser is an executive officer of the Company; f) ____ ____ The Purchaser is an entity and each of the equity owners of Purchaser come within at least one of the foregoing categories of “accredited investor” in Subsection 1 or this Subsection 2; or g) ____ ____ The Purchaser is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000. 3. I understand that the Company reserves the right to, in its sole discretion, accept or reject this subscription, in whole or in part, for any reason whatsoever. In the event this subscription is rejected in whole by the Company, the funds transmitted herewith shall be returned to the undersigned, without interest, in full, and this Subscription Agreement shall be terminated and of no further effect. In the event the Company accepts only a portion of this subscription, the funds not accepted will be returned to the undersigned without interest. 4. I acknowledge that I have received, read, and fully understand the Memorandum. I acknowledge that I am basing my decision to invest in the Shares on, and I have relied only on the information contained in, said materials and have not relied upon any representations made by any other person. I recognize that an investment in the Shares involves substantial risk, and I am fully cognizant of and understand all of the risk factors related to the purchase of the Shares, including but not limited to those risks set forth in the section of the Memorandum entitled “RISK FACTORS.” 5. My overall commitment to investments that are not readily marketable is not disproportionate to my individual net worth, and my investment in the Shares will not cause such overall commitment to become excessive. I have adequate means of providing for my financial requirements, both current and anticipated, and have no need for liquidity in this investment. I can bear and am willing to accept the economic risk of losing my entire investment in the Shares. 6. I acknowledge that the sale of Shares has not been accompanied by any general solicitation or advertisement and is not the direct result of an investment seminar sponsored by the Company or any of its affiliates. 7. I HEREBY GRANT AN IRREVOCABLE AUTHORIZATION FOR THE COMPANY’S ADVISOR, SSSHT ADVISOR, LLC, TO BE MY PROXY AT A MEETING OF THE COMPANY’S STOCKHOLDERS WITH PERMISSION TO VOTE MY SHARES ON ANY PROPOSAL PUT TO A STOCKHOLDER VOTE THAT THE BOARD OF DIRECTORS BELIEVES IS NECESSARY TO COMPLY WITH ANY STATE OR FEDERAL RULE, LAW, OR REGULATION OR TO COMPLY WITH ANY REQUEST MADE BY A STATE OR FEDERAL ADMINISTRATIVE BODY IN CONNECTION WITH THE REGISTRATION OF AN INITIAL PUBLIC OFFERING OF SHARES OF THE COMPANY’S COMMON STOCK. SUCH PROPOSALS MAY INCLUDE, AMONG OTHER THINGS, AMENDMENTS TO THE COMPANY’S CHARTER. THIS IRREVOCABLE PROXY AUTHORIZATION WILL CONTINUE UNTIL THE COMPANY’S SHARES OF COMMON STOCK ARE INITIALLY REGISTERED (UNLESS OTHERWISE WITHDRAWN) IN ALL JURISDICTIONS IN WHICH THE COMPANY HAS APPLIED TO REGISTER AN INITIAL PUBLIC OFFERING. I UNDERSTAND THAT I MAY NOT AGREE WITH THE VOTES CAST BY THE ADVISOR PURSUANT TO THIS IRREVOCABLE PROXY AUTHORIZATION. 8. All information that I have provided to the Company herein concerning my suitability to invest in the Shares is complete, accurate, and correct as of the date of my signature on the last page of this Subscription Agreement. I hereby agree to notify the Company immediately of any material change in any such information occurring prior to the acceptance of this Subscription Agreement, including any information about changes concerning my net worth income or financial position. 9. I have had the opportunity to ask questions of, and receive answers from, the Company concerning the Company, the creation or operation of the Company and the terms and conditions of the offering of the Shares, and to obtain any additional information deemed necessary to verify the accuracy of the information contained in the Memorandum. I have been provided with all materials and information requested by either me or others representing me, including any request to verify any information furnished to me. 10. I am purchasing the Shares for my own account and for investment purposes only and have no present intention, understanding, or arrangement for the distribution, transfer, assignment, resale, or subdivision of the Shares. I understand that, due to the restrictions referred to in Section 14 below and the lack of any market existing or to exist for the Shares, my investment in the Company will be highly illiquid and may have to be held indefinitely. 11. I understand that legends will be placed on any certificates evidencing the Shares with respect to restrictions on distribution, transfer, resale, assignment, or subdivision of the Shares imposed by the Articles of Incorporation of the Company and applicable federal and state securities laws. I am fully aware that the Shares subscribed for hereunder have not been registered with the U.S. Securities and Exchange Commission and are instead being offered and sold in reliance on an exemption specified in Regulation D, which reliance is based in part upon my representations set forth herein. I understand that the Shares subscribed for herein have not been registered under applicable state securities laws and are being offered and sold pursuant to the exemptions specified in said laws and, unless they are registered, may not be re-offered for sale or resold except in a transaction or as a security exempt under those laws. I understand that the Company has no obligation or intention to register any Shares for resale or transfer under the Act or any state securities laws. I further understand that the specific approval of such resales by the state securities administrator may be required in some states.
1 In calculating your net worth, please take the following into account: (A) If the fair market value of your primary residence is less than the amount of indebtedness secured by your primary residence (including first and second mortgage, equity lines, etc.) then include in such calculation as a liability the amount by which the indebtedness on your primary residence exceeds its fair market value. (B) If the fair market value of your primary residence exceeds the amount of indebtedness secured by your primary residence (including first and second mortgage, equity lines, etc.), then exclude from such calculation the value of your primary residence and the amount of indebtedness secured by your primary residence. (C) Notwithstanding the foregoing, if you have increased the amount of indebtedness on your primary residence in the last 60 days before the date you submit this questionnaire, then include as a liability in such calculation the amount by which such indebtedness has increased in the last 60 days. For example, if you have drawn on a home equity line during the last 60 days, include the amount of that incremental debt as a liability in calculating your net worth. Similarly, if you have refinanced your mortgage during the last 60 days with a mortgage loan that has a higher amount, you must include as a liability the amount, if any, that the new mortgage loan exceeds the old mortgage loan. If you purchased your primary residence in the last 60 days, however, do not include as a liability in such calculation the amount, if any, by which the amount of the mortgage loan on your new primary residence exceeds the amount of the mortgage loan on your old primary residence.
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SUBSCRIBER CERTIFICATIONS AND SIGNATURES (CONTINUED): 12. I have reviewed the Articles of Incorporation and the Bylaws of the Company attached to the Memorandum and agree to be bound as a stockholder of the Company by the terms of such agreements. I hereby authorize the Company to issue certificates to reflect the admission of all Purchasers of Shares to the Company as stockholders. 13. This Subscription Agreement shall be construed in accordance with and governed by the laws of the State of Maryland without regard to its choice of law provisions, except as to the type of registration of ownership of Shares, which shall be construed in accordance with the state of principal residence of the subscribing investor. 14. THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 15. I hereby covenant and agree that any dispute, claim or controversy arising out of or related to this Subscription Agreement, the breach hereof, the termination, enforcement, interpretation, or validity hereof, or an investment in the Shares shall be settled by arbitration in Orange County, California, in accordance with the rules of The American Arbitration Association, and judgment entered upon the award rendered may be enforced by appropriate judicial action. I hereby submit to the in personam jurisdiction of such tribunal and waive any objection that such forum is inconvenient or otherwise improper. The arbitration panel shall consist of one member, which shall be the mediator if mediation has occurred or, if there was no mediation, shall be a person agreed to by each party to the dispute within 30 days following notice by one party that he desires that a matter be arbitrated. If there was no mediation and the parties are unable within such 30-day period to agree upon an arbitrator, then the panel shall be one arbitrator selected by the Orange County office of the American Arbitration Association which arbitrator shall be experienced in the area of real estate and knowledgeable with respect to the subject matter area of the dispute. The non-prevailing party shall bear any fees and expenses of the arbitrator, other tribunal fees and expenses, reasonable attorneys’ fees of both parties, any costs of producing witnesses and any other reasonable costs or expenses incurred by him or the prevailing party. The arbitration panel shall render a decision within 30 days following the close of presentation by the parties of their cases and any rebuttal. The parties shall agree within 30 days following selection of the arbitrator to any prehearing procedures or further procedures necessary for the arbitration to proceed, including interrogatories or other discovery. BY EXECUTING THIS AGREEMENT YOU ARE AGREEING TO HAVE CERTAIN DISPUTES DECIDED BY NEUTRAL ARBITRATION, AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE SUCH DISPUTES LITIGATED IN A COURT OR JURY TRIAL. BY EXECUTING THIS AGREEMENT YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. 16. I hereby agree to indemnify, defend, and hold harmless the Company, its affiliates, and all of their directors, partners, members, managers, shareholders, officers, employees, affiliates, and advisors, from any and all damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs) that they may incur by reason of my failure to fulfill all of the terms and conditions of this Subscription Agreement or by reason of the untruth or inaccuracy of any of the representations, warranties or agreements contained herein or in any other documents I have furnished to any of the foregoing in connection with this transaction. This indemnification includes, but is not limited to, any damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs) incurred by the Company, its affiliates, or any of their directors, partners, members, managers, shareholders, officers, employees, affiliates, or advisors, defending against any alleged violation of federal or state securities laws which is based upon or related to any untruth or inaccuracy of any of the representations, warranties or agreements contained herein or in any other documents I have furnished in connection with this transaction. 17. I hereby acknowledge and agree that: (a) I may not transfer or assign this Subscription Agreement, or an interest herein, and any purported transfer shall be void; (b) except as specifically described herein, I am not entitled to cancel, terminate, or revoke this Subscription Agreement and that this Subscription Agreement will be binding on my heirs, successors and personal representatives; provided, however, that if the Company rejects this Subscription Agreement, this Subscription Agreement shall be automatically canceled, terminated, and revoked; (c) this Subscription Agreement constitutes the entire agreement among the parties hereto with respect to the sale of the Shares and may be amended, modified, or terminated only by a writing executed by all parties (except as provided herein with respect to rejection of this Subscription Agreement by the Company); (d) within two days after receipt of a written request from the Company, I agree to provide such information and to execute and deliver such documents as may be necessary to comply with any and all laws and regulations to which the Company is subject; and (e) my representations and warranties set forth herein shall survive the sale of the Shares pursuant to this Subscription Agreement. 18. I am not making this investment in any manner as a representative of a charitable remainder unitrust or a charitable remainder trust. 19. If I am electing to participate in the DRP, I hereby represent and warrant to the company, as of the date of this Subscription Agreement and as of the date of each distribution made pursuant to the DRP, that I meet the accredited investor suitability requirement as indicated in Section 1 or 2 above. If I am electing to participate in the DRP, I agree to immediately notify the company in the event that I ever cease to meet such accredited investor suitability requirements. TAXPAYER IDENTIFICATION NUMBER OR SOCIAL SECURITY NUMBER CERTIFICATION (required): By signing below, under penalties of perjury, I certify that (1) the number shown on this Subscription Agreement is my correct taxpayer identification number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because I am exempt from backup withholding, I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien), unless I have otherwise indicated herein. Certification instructions. You must cross out certification (2) in the previous paragraph if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. I understand that I will not be admitted as a stockholder until my investment has been accepted. Depositing of my check alone does not constitute acceptance. The acceptance process includes, but is not limited to, reviewing the Subscription Agreement for completeness and signatures, conducting an Anti-Money Laundering check as required by the USA PATRIOT Act and depositing funds. The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. SIGNATURE OF INVESTOR, TRUSTEE OR AUTHORIZED SIGNER (REQUIRED)
DATE (REQUIRED)
SIGNATURE OF JOINT INVESTOR, TRUSTEE, AUTHORIZED SIGNER OR BENEFICIAL OWNER (REQUIRED)
DATE (REQUIRED)
Subscription Accepted - Strategic Student & Senior Housing Trust, Inc. a Maryland corporation SIGNATURE
DATE
NAME
TITLE
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BROKER DEALER / FINANCIAL ADVISOR INFORMATION: TO BE COMPLETED BY REGISTERED REPRESENTATIVE OR RIA The Registered Representative or Registered Investment Advisor (“RIA”) must sign below to complete the order. The Registered Representative or RIA warrants that he/she is duly licensed and may lawfully sell Shares in the state designated as the investor’s legal residence. BROKER-DEALER OR RIA FIRM NAME (REQUIRED)
CRD #
BROKER-DEALER OR RIA FIRM ADDRESS OR P.O. BOX
CITY
STATE
ZIP CODE
FAX #
BUSINESS PHONE (REQUIRED)
REGISTERED REPRESENTATIVE(S) OR ADVISOR(S) NAME(S) (REQUIRED)
REPRESENTATIVE #
REGISTERED REPRESENTATIVE OR ADVISOR ADDRESS OR P.O. BOX
BRANCH ID #
CITY
STATE
BUSINESS PHONE (REQUIRED)
ZIP CODE
FAX #
EMAIL ADDRESS Standards of suitability have been established by Strategic Student & Senior Housing Trust, Inc. and are fully disclosed in the section of the Memorandum entitled “WHO MAY INVEST.” Prior to recommending purchase of the Shares, we have reasonable grounds to believe, on the basis of information supplied by the investor concerning his or her investment objectives, other investments, financial situation and needs, and other pertinent information that: (i) the investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act; (ii) the investor meets any additional standards established by Strategic Student & Senior Housing Trust, Inc.; (iii) the investor has a net worth and income sufficient to sustain the risks inherent in the Shares, including loss of the entire investment and lack of liquidity; and (iv) the Shares are otherwise a suitable investment for the investor. We will maintain in our files documents disclosing the basis upon which the suitability of this investor was determined. We verify that the above subscription either does not involve a discretionary account or, if so, that we have made the Investor aware, prior to subscribing for the Shares, of the risks entailed in investing in the Shares. I hereby certify that I am registered in the state of sale (investor’s state of residence) and that I am not subject to any of the “Bad Actor” disqualifications in Rule 506(d)(1)(i) to (viii) under the Securities Act.
INVESTOR STATE OF RESIDENCE (REQUIRED)
SIGNATURE(S) OF REGISTERED REPRESENTATIVE(S) OR ADVISORS (REQUIRED)
X
DATE (REQUIRED)
X DATE (REQUIRED)
SIGNATURE OF BROKER-DEALER OR RIA (IF REQUIRED BY BROKER-DEALER)
X
PLEASE REFER TO PAGE 1 FOR MAILING AND PAYMENT INSTRUCTIONS.
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