Exhibit 10.1

CONTRIBUTION AGREEMENT

BY AND AMONG

STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P.,

AS CONTRIBUTEE,

STRATEGIC STORAGE TRUST II, INC.,

AND

SMARTSTOP ASSET MANAGEMENT, LLC AND

SMARTSTOP OP HOLDINGS, LLC,

AS CONTRIBUTOR

DATED AS OF JUNE 28, 2019

This CONTRIBUTION AGREEMENT (this “Agreement ”) is entered into as of June 28, 2019, by and among Strategic Storage Operating Partnership II, L.P., a Delaware limited partnership (the “ Operating Partnership ” or the “Contributee ”), and Strategic Storage Trust II, Inc., a Maryland corporation ( “SST II ”), as the general partner of the Contributee, on the one hand, and SmartStop Asset Management, LLC, a Delaware limited liability company ( “SAM” ), and SmartStop OP Holdings, LLC, a Delaware limited liability company (“SS OP Holdings” ) (SAM and SS OP Holdings collectively referred to as the “Contributor” ), on the other hand. The Contributee and the Contributor are collectively referred to as the “Parties,” and each, a “Party.” Capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 9 of this Agreement.

R E C I T A L S

WHEREAS , SAM is the parent company of SS OP Holdings, which is in turn the parent company of SmartStop Storage Advisors, LLC (“ SSA ”);

WHEREAS , SSA owns 100% of the membership interests of each of Strategic Storage Advisor II, LLC, Strategic Storage Advisor IV, LLC, Strategic Storage Property Management II, LLC, SS Growth Property Management, LLC, Strategic Storage Property Management IV, LLC, SS Growth Advisor II, LLC, SS Growth Property Management II, LLC, SmartStop TI, LLC (which in turn owns 100% of the membership interests of each of SmartStop TI II, LLC, SmartStop TI GT, LLC, SmartStop TI IV, LLC, and SmartStop TI GT II, LLC), SSPM Canada, LLC (which in turn owns 100% of the membership interests of Strategic Storage PM Canada, ULC), SAM Canadian JV, LLC, and SAM Canadian Developer, LLC (such entities each individually an “ SSA Subsidiary ” and collectively the “ SSA Subsidiaries ”);

WHEREAS , each of SAM and SS OP Holdings own certain operating assets including, but not limited to, the Contributed Assets (as defined below);

WHEREAS , SSA, through the SSA Subsidiaries, is engaged in the business of serving as the advisor and property manager to SST II, Strategic Storage Trust IV, Inc. (“ SST IV ”), and Strategic Storage Growth Trust II, Inc. (“ SSGT II ”), including performance of the self storage real estate asset management and property management services, tenant insurance program, and sponsor platform supporting the real estate operations of SST II, SST IV, and SSGT II (the “ Business ”), and owns certain assets including, but not limited to, direct or indirect ownership of the membership interests in the SSA Subsidiaries described above;

WHEREAS , concurrently with this Agreement, certain of the Parties are entering into the Transaction Documents; and

WHEREAS , the Contributee and the Contributor desire to enter into a self-administration transaction in which the Contributor contributes to the Contributee, and the Contributee receives and accepts, the Contributed Assets.

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

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ARTICLE 1

CONTRIBUTION OF ASSETS

1.1 Contribution of the Contributed Assets . On and subject to the terms and conditions of this Agreement, at the Closing, the Contributor agrees to contribute, convey, transfer, irrevocably assign and deliver to the Contributee the assets specifically set forth on, or specifically described in, Schedule 1.1 (collectively, the “ Contributed Assets ”), free and clear of all Encumbrances (other than Permitted Encumbrances) in exchange for the Contribution Value, and at the Closing, the Contributee agrees to accept contribution of the Contributed Assets and assume the Assumed Liabilities, if any, in exchange for the Contribution Value.

1.2 Excluded Assets . Notwithstanding anything to the contrary contained herein, the Contributed Assets shall not include, and the Contributee shall not have any right to receive or otherwise acquire, any of the rights, properties or assets of the Contributor specifically set forth on, or specifically described in, Schedule 1.2 (collectively, the “ Excluded Assets ”).

1.3 Assumed Liabilities . On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Contributee shall assume from the Contributor (a) the Liabilities specifically set forth on, or specifically described in, Schedule 1.3 , and (b) all Liabilities accruing on or after Closing relating to or arising out of or with respect to the Business or the Contributed Assets (each an “ Assumed Liability ” and, collectively, the “ Assumed Liabilities ”), and the Contributee shall thereafter pay, perform and otherwise discharge the Assumed Liabilities in accordance with their terms. Except for the Assumed Liabilities, nothing contained in any Transaction Document shall be interpreted or construed to result in the assumption by the Contributee, or result in the Contributee becoming in any way liable for, any other Liability of the Contributor (each an “ Excluded Liability ” and, collectively, the “ Excluded Liabilities ”).

1.4 Consideration . The consideration for the Contributed Assets to be delivered at Closing shall consist of (a) a cash payment of $769,126 (the “ Cash Consideration ”) by Contributee to SAM, (b) the assumption by Contributee of existing debt of SSA and the SSA Subsidiaries in the aggregate amount of $15,000,000 (the “ Existing Debt ”), and (c) the issuance and delivery to SS OP Holdings of (i) 8,698,956 units of Class A-1 limited partnership interests in the Contributee (the “ Class  A-1 OP Units ”) having the agreed value per unit set forth on Schedule 1.4(c)(i) , and (ii) 3,283,302 units of Class A-2 limited partnership interests in the Contributee (the “ Class  A-2 OP Units ”; together with the Class A-1 OP Units, the “ OP Units ”) having the agreed value per unit set forth on Schedule 1.4(c)(ii) (the sum of (a), (b), and (c), the “ Contribution Value ”).

1.5 Assignment of Certain Contracts . Subject to Section  1.6 , at the Closing, effective as of the Closing Date, the Contributee shall succeed to the rights and privileges of the Contributor, and shall perform, or cause its subsidiaries to perform, at and after the Closing Date as an Assumed Liability, all Contracts and Permits of SAM, SS OP Holdings, and SSA that are set forth on Schedule 1.5 (the “ Assigned Contracts ”).

1.6 Consent of Third Parties . Notwithstanding anything to the contrary contained in any Transaction Document, to the extent that the assignment of all or any portion of any of the Assigned Contracts shall require the consent of the other party thereto or any third Person (including the Contributor Consents and SST II Required Third Party Consents), or if any Permit is non-assignable or assignable only with the consent of the Governmental Entity issuing the same or any third Person, then in any and all such instances, this Agreement shall not constitute an agreement to assign any such Assigned Contracts or Permits, if such an assignment would constitute a breach or violation thereof. In order, however, to provide the Contributee the full realization and value of such Assigned Contracts and Permits in the event that such

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consent with respect to such Assigned Contract or Permit shall not have been obtained, the Contributor shall cooperate with the Contributee in any arrangement reasonably acceptable to the Parties intended to both (a) provide the Contributee with the benefit of any such Contributed Assets and (b) cause the Contributee to bear all costs and Liabilities (including Taxes) of or under any such Contributed Assets; provided , that (i) SAM and SS OP Holdings shall not be required to pay any amounts or provide other consideration to any Third Party in obtaining any such consents, and (ii) for so long as Contributor holds any such Assigned Contracts or Permits pursuant to the foregoing, the Contributee shall indemnify and hold Contributor and its Affiliates harmless from any Liabilities incurred or asserted as a result of the Contributee’s or such Affiliate’s ownership, management or operation of any such Assigned Contracts or Permits.

1.7 Tax Treatment . The acquisition of the Contributed Assets from the Contributor by the Contributee in exchange for the Contribution Value is intended to qualify as (a) a part tax-deferred contribution of assets to the Contributee in exchange for OP Units under Code Section 721 and (b) a part sale from the Contributor to the Contributee under Code Section 707. Contributee and Contributor each hereby agree to report the transactions contemplated herein for all income tax purposes (including for purposes of reporting on any income tax returns filed by Contributee and Contributor) in a manner that is consistent with the provisions of this Section  1.7 and none of the Parties shall take any position (whether in audits, or Tax Returns or otherwise) that is inconsistent with the provisions of this Section  1.7 unless required to do so by applicable Law.

1.8 Contributor Name . From and after the Closing Date, the Contributee, on its own behalf and on behalf of its Affiliates, grants to the Contributor a limited, non-exclusive, non-transferable, non-sublicenseable, royalty-free license to use the name, trademark, and service mark “SmartStop,” and certain domain names, as set forth and subject to the terms and conditions of the Trademark License Agreement.

ARTICLE 2

CLOSING

2.1 Closing . The closing of the contribution and exchange of the Contributed Assets, as the case may be (the “ Closing ”), is taking place contemporaneously with the execution and delivery of this Agreement and all other Transaction Documents by the Parties who or which are parties thereto at the offices of SAM, 10 Terrace Road, Ladera Ranch, California 92694, at 11:30 a.m., local time on Friday, June 28, 2019 (the “ Closing Date ”).

2.2 Closing Deliveries by SAM . On the Closing Date, SAM shall deliver or cause to be delivered to the Contributee:

(a) A Bill of Sale, Assignment and Assumption Agreement, substantially in the form set forth as Exhibit A (a “ Bill of Sale and Assumption Agreement ”), duly executed by SAM and SS OP Holdings, assigning and transferring the Contributed Assets used in the Business and effecting the assumption of the Assumed Liabilities;

(b) An Assignment of Contracts, substantially in the form set forth as Exhibit B (an “ Assignment of Contracts Agreement ”), duly executed by SAM, SS OP Holdings, and SSA, assigning and transferring the Assigned Contracts;

(c) An Assignment of Domain Names, substantially in the form set forth as Exhibit C (an “ Assignment of Domain Names ”), duly executed by SAM;

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(d) An Assignment of Trademarks, substantially in the form set forth as Exhibit D (an “ Assignment of Trademarks ”) duly executed by SAM;

(e) The Trademark License Agreement, duly executed by SAM;

(f) An assignment in form and substance reasonably acceptable to the Contributee of SS OP Holdings’ right, title and interest in all of the membership interests in SSA, duly executed by SS OP Holdings and SSA;

(g) Any Contributor Consents received on or before the Closing Date;

(h) The Severance Agreements between the Key Employees and SSA, SST II, and Contributee, duly executed by such individuals and SSA (the “ Key Person Agreements ”);

(i) The Administrative Services Agreement, duly executed by SAM and SSA;

(j) A certificate of the Secretary of SAM, certifying as to:

(A) Resolutions of SAM’s and SS OP Holdings’ managers and members, if necessary, authorizing the execution, delivery and performance of the Transaction Documents to which SAM and SS OP Holdings, respectively, is a party, and

(B) The incumbency of any and all SAM and SS OP Holdings officers or managers, executing the Transaction Documents on behalf of SAM and SS OP Holdings, respectively;

(k) A good standing certificate, dated not earlier than ten (10) Business Days prior to the Closing Date, for SAM, SS OP Holdings, and SSA from their respective jurisdiction of formation or organization, as applicable;

(l) The Redemption of Limited Partner Interest Agreement, duly executed by SST II Advisor;

(m) The Registration Rights Agreement, duly executed by SS OP Holdings;

(n) A certification of non-foreign status of the Contributor, in form and substance reasonably satisfactory to the Contributee, in accordance with Treasury Regulations Section 1.1445-2(b);

(o) Such other certificates, opinions, documents or instruments as may reasonably be requested of SAM, SS OP Holdings, and SSA by Contributee, consistent with the terms of and transactions contemplated by this Agreement;

(p) Proof reasonably acceptable to the Contributee that (i) the employment of all Business Employees, (ii) except as may be limited by applicable Law, any related personnel records (including all human resources and other records), and (iii) all employee handbooks, training materials and other marketing and expense management programs and materials that pertain to the Business, have been properly transferred to, or established at, SSA prior to the Closing, with all necessary third Person consents (except that SAM may retain copies of such records or files, to the extent that it determines, in its reasonable discretion, is necessary to satisfy its obligations under Law);

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(q) The Assumption Agreement and First Amendment to Credit Agreement, duly executed by SST II, the Contributee, SmartStop TI II, LLC, SmartStop TI GTI, LLC and SmartStop TI IV, LLC; and

(r) The Indemnity Agreement by and among SST II and H. Michael Schwartz, among other parties, duly executed by SST II.

2.3 Closing Deliveries by the Contributee . On the Closing Date, SST II, or the Contributee, as the case may be, shall deliver to the Contributor:

(a) Payment of the Cash Consideration to an account specified in writing by SS OP Holdings;

(b) Issuance of the OP Units to SS OP Holdings, in accordance with Section  1.4 , with such evidence of the OP Units accompanied by such other good and sufficient instruments of transfer as SS OP Holdings reasonably deems necessary and appropriate to vest in such SS OP Holdings all right, title and interest in and to such OP Units;

(c) The Bill of Sale and Assumption Agreement, duly executed by Contributee;

(d) The Assignment of Contracts Agreement, referred to in Section  2.2(b) , duly executed by Contributee;

(e) The Assignment of Domain Names, referred to in Section  2.2(c) , duly executed by Contributee;

(f) The Assignment of Trademarks, referred to in Section  2.2(d) , duly executed by Contributee;

(g) The Trademark License Agreement, referred to in Section  2.2(e) , duly executed by Contributee;

(h) The assignment referred to in Section  2.2(f) , duly executed by Contributee;

(i) The Key Person Agreements, referred to in Section  2.2(h) , duly executed by SST II and the Contributee;

(j) The Administrative Services Agreement, referred to in Section  2.2(i) , duly executed by SST II and the Contributee;

(k) A certificate of the Secretary of SST II, certifying as to:

(A) Resolutions of the board of directors of SST II on behalf of SST II itself and as general partner of the Contributee authorizing the execution, delivery and performance of the Transaction Documents to which SST II and the Contributee, respectively, is a party, and

(B) The incumbency of any and all SST II officers, executing the Transaction Documents on behalf of SST II;

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(l) Good standing certificates, dated not earlier than ten (10) Business Days prior to the Closing Date, for SST II and the Contributee, respectively, from their respective jurisdictions of formation or organization;

(m) The Redemption of Limited Partner Interest Agreement, duly executed by SST II and the Contributee;

(n) The Registration Rights Agreement, duly executed by SST II; and

(o) Such other certificates, opinions, documents or instruments as may reasonably be requested of SST II and/or the Contributee by SAM, consistent with the terms of, and the transactions contemplated by, this Agreement; and

(p) The Assumption Agreement and First Amendment to Credit Agreement, duly executed by SAM.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SAM AND SS OP HOLDINGS

Except as set forth in, or qualified by any matter set forth in, the Schedules (it being agreed that the disclosure of any matter in any section in the Schedules shall be deemed to have been disclosed in any other section in the Schedules to which the applicability of such disclosure is reasonably apparent), SAM and SS OP Holdings, severally and not jointly, and each solely as to itself, represent and warrant to the Contributee as follows:

3.1 Organization and Good Standing of SAM and SS OP Holdings . Each of SAM and SS OP Holdings is a limited liability company duly organized, validly existing, and in good standing under the Limited Liability Company Act of the State of Delaware as amended. Each of SAM and SS OP Holdings is duly authorized to conduct its business and is in good standing under the applicable Laws of each jurisdiction where such qualification is required, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect on the Business. Each of SAM and SS OP Holdings has the requisite power and authority necessary to own or lease its properties and to carry on its business as presently conducted. Each of SAM and SS OP Holdings has delivered to SST II or the Contributee complete and correct copies of its Organizational Documents, as amended to date.

3.2 Organization and Good Standing of SSA and SSA Subsidiaries . SSA is, and each of the SSA Subsidiaries is, a limited liability company duly organized, validly existing, and in good standing under the Limited Liability Company Act of the State of Delaware as amended, except that Strategic Storage PM Canada, ULC is an unlimited liability company duly organized, validly existing, and in good standing under the Business Corporations Act (British Columbia). SSA, along with each SSA Subsidiary, is duly authorized to conduct its business and is in good standing under the applicable Laws of each jurisdiction where such qualification is required. SSA, along with each SSA Subsidiary, has the requisite power and authority necessary to own or lease its properties and to carry on its business as presently conducted. Each of SSA and each SSA Subsidiary has delivered to SST II or the Contributee complete and correct copies of its Organizational Documents, as amended to date.

3.3 Power and Authority; Enforceability . Each of SAM, SS OP Holdings, SSA, and the SSA Subsidiaries have all requisite power and authority to enter into each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby or thereby. The execution and delivery of each of the Transaction Documents by SAM, SS OP Holdings, SSA, and the SSA Subsidiaries

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and the consummation by SAM, SS OP Holdings, SSA, and the SSA Subsidiaries of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on their respective parts. Each of the Transaction Documents has been, or upon execution and delivery will be, duly executed and delivered by SAM, SS OP Holdings, SSA, and the SSA Subsidiaries, as applicable, and assuming the due authorization, execution and delivery of such Transaction Documents by the other Parties thereto, will constitute the valid and binding obligations of SAM, SS OP Holdings, SSA, and the SSA Subsidiaries, enforceable against SAM, SS OP Holdings, SSA, and the SSA Subsidiaries in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

3.4 No Conflict s; Required Consents . Except as provided in Schedule 3.4 , the execution and delivery of the Transaction Documents by SAM, SS OP Holdings, SSA, and the SSA Subsidiaries does not, and the performance by SAM, SS OP Holdings, SSA, and the SSA Subsidiaries of the transactions contemplated hereby or thereby will not, (a) violate, conflict with, or result in any breach of any provision of their respective Organizational Documents, (b) violate, conflict with, or result in a violation or breach of, or constitute a default (with or without due notice or lapse of time or both) under, or permit the termination of, or result in the acceleration of, or entitle any Person to accelerate, any obligation of SAM or SS OP Holdings applicable to the Business, or any obligation of SSA or the SSA Subsidiaries, or result in the loss of any benefit of, or give rise to the creation of any Encumbrance (other than a Permitted Encumbrance) on, any Contributed Asset under any of the terms, conditions or provisions of any material instrument or obligation applicable to the Business, or (c) violate any Law applicable to the Business or by which or to which any Contributed Asset is bound or subject, except, in each case of clause (b) or (c), as would not, individually or in the aggregate, be material to the Business. Schedule 3.4 sets forth a complete and accurate list of each material consent, approval, waiver and authorization that is required to be obtained by any of SAM, SS OP Holdings, SSA or any SSA Subsidiary, as applicable, from, and each material notice that is required to be made by any of SAM, SS OP Holdings, SSA or any SSA Subsidiary, as applicable, to, any Person in connection with the execution, delivery and performance of this Agreement by any of SAM, SS OP Holdings, SSA or any SSA Subsidiary (the “ Contributor Consents ”).

3.5 Capitalization . The equity capitalization of SSA is as set forth on Schedule 3.5(a) hereto. Except for this Agreement and as set forth on Schedule 3.5(a) , there are no rights of any kind, written or oral, granted by SAM, SS OP Holdings, SSA, or any SSA Subsidiary to any Person to acquire any interest in SSA. The equity capitalization of each SSA Subsidiary is as set forth on Schedule 3.5(b) hereto. Except for this Agreement and as set forth on Schedule 3.5(a) , there are no rights of any kind, written or oral, granted by SAM, SS OP Holdings, SSA, or any SSA Subsidiary to any Person to acquire any interest in any SSA Subsidiary.

3.6 Financial Statements; Absence of Changes or Events .

(a) Schedule 3.6(a) contains: (i) the consolidated audited balance sheets of SAM and its subsidiaries as of December 31, 2018 and 2017, respectively, and the related statements of income and cash flows for the fiscal years then ended; and (ii) the unaudited balance sheet of SAM and its subsidiaries as of March 31, 2019, and the related statements of income for the three (3) months then ended (collectively, the “ SAM Financial Statements ”). Except as set forth therein or in Schedule 3.6(a) , the SAM Financial Statements have been prepared in accordance with GAAP, applied on a basis consistent with SAM’s prior practices, are consistent with SAM’s books and records, and in all material respects present accurately and fairly the financial position, results of operations and cash flows of SAM and its subsidiaries as of their respective dates and for the respective periods covered thereby in accordance with GAAP; provided , however , that such unaudited financial statements are subject to year-end adjustments, none of which are expected as of the date hereof to be material.

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(b) Except (i) in connection with or in preparation for the transactions contemplated by this Agreement or (ii) as set forth in Schedule 3.6(b) , since March 31, 2019 through the date of this Agreement, each SSA Subsidiary has conducted its Business in the ordinary course of business in all material respects, consistent with past practice. Without limiting the foregoing, since such date through the date of this Agreement, with respect to the Business, there has not occurred a Material Adverse Effect.

3.7 Absence of Undisclosed Liabilities . Except (a) in connection with or in preparation for the transactions contemplated by this Agreement or (b) as set forth in Schedule 3.7 , as of the date hereof, to SAM’s Knowledge, neither SSA nor any SSA Subsidiary has any material Liability (whether known or unknown, accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) other than Liabilities that (i) are reflected on the Liabilities side of the SAM Financial Statements, (ii) have arisen after March 31, 2019 in the ordinary course of business, or (iii) are Excluded Liabilities.

3.8 Compliance with Applicable Laws .

(a) Except as set forth in Schedule 3.8(a) , since January 1, 2018 (i) SAM, SS OP Holdings, SSA, and the SSA Subsidiaries, possess, and are in compliance in all material respects with, all Permits, approvals, franchises and registrations with Governmental Entities required to operate the Business and own, lease or otherwise hold the Contributed Assets under applicable Law; (ii) all material Permits required for the conduct of the Business in the ordinary course of business, consistent with past practices, are in force and effect, and there are no Actions pending, or to SAM’s Knowledge, threatened, that seek the revocation, cancellation, suspension or any material adverse modification of any such Permits; and (iii) SAM, SS OP Holdings, SSA, and the SSA Subsidiaries have conducted the Business and are now doing so in material compliance with all Laws applicable to such Permits, approvals, franchises and registrations with Governmental Entities. The Permits included in the Contributed Assets constitute, to SAM’s Knowledge, all of the material Permits required for the Contributee to own and use the Contributed Assets and operate the Business in the ordinary course of business, consistent with past practices commencing on the Closing Date.

(b) Except as set forth in Schedule 3.8 (a) and to the extent not otherwise provided in Section 3.8(a), (i) since January 1, 2018, SAM, SS OP Holdings, SSA, and the SSA Subsidiaries have conducted the Business and are now doing so in material compliance with all applicable Laws; and (ii) none of SAM, SS OP Holdings, SSA, or the SSA Subsidiaries have received any written notice of any investigation commenced or pending by any Governmental Entity with respect to SSA, any SSA Subsidiary, the Business, or the Contributed Assets, except where such investigation would not have a Material Adverse Effect on the Business. Except as would not have a Material Adverse Effect on the Business, each of SSA and each SSA Subsidiary is in compliance with its Organizational Documents.

3.9 Legal Proceedings . Except as would not have a Material Adverse Effect on the Business or as set forth in Schedule 3.9 , (a) there are no Actions pending, or to SAM’s Knowledge, threatened, against SAM, SS OP Holdings, SSA, or any SSA Subsidiary, or the respective businesses and material properties or assets of SSA and each SSA Subsidiary, or with respect to which SSA or any SSA Subsidiary would have an indemnification obligation, by or before any arbitrator or Governmental Entity, in each case with respect to the Business, nor is there any material investigation relating to SAM, SS OP Holdings, SSA, or any SSA Subsidiary, or the respective businesses and material properties or assets of SSA and each SSA Subsidiary, or with respect to which SSA or any SSA Subsidiary would have an indemnification obligation, pending, or to SAM’s Knowledge, threatened, by or before any arbitrator or Governmental Entity, in each case with respect to the Business, and (b) there is no Order outstanding against SAM, SS OP Holdings, SSA, or any SSA Subsidiary, or against any third Person to whom SSA or any SSA Subsidiary would have an indemnification obligation, with respect to the Business. Except as would not have a Material Adverse Effect on the Business, there is no pending, or to SAM’s Knowledge, threatened Action for the dissolution, liquidation, or insolvency of SAM, SS OP Holdings, SSA or any SSA Subsidiary.

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3.10 Real Property . Neither SSA nor any SSA Subsidiary owns or leases any real property.

3.11 Availability, Title to and Condition of Contributed Assets . To SAM’s Knowledge, the Contributed Assets constitute all the assets, properties, and rights necessary for the conduct of the Business in all material respects as presently conducted in the ordinary course of business, consistent with past practices. All of the material Personal Property used in the Business and included in the Contributed Assets, whether owned or leased, has been maintained in accordance with reasonable and customary business practice and is in good operating condition, ordinary wear and tear excepted. SAM and SS OP Holdings each has good and valid title to all Contributed Assets that it purports to own, free and clear of any Encumbrances, except for Permitted Encumbrances or as would not be material to the Business. None of SAM, SS OP Holdings, SSA, nor any SSA Subsidiary is in material default under any lease agreement for Personal Property included in the Contributed Assets to which such entity is a party.

3.12 Taxes . Except as set forth on Schedule 3.12 , (a) SSA and each SSA Subsidiary, or a duly-authorized third Person acting on its behalf, has timely filed all Tax Returns required to be filed by SSA and each SSA Subsidiary; (b) all such Tax Returns were correct and complete in all material respects; (c) SSA and each SSA Subsidiary, or a duly-authorized third Person acting on its behalf, has paid all Taxes shown as due and owing on such Tax Returns and all other material Taxes due and owing by SSA and each SSA Subsidiary, other than any such Taxes that are being contested in good faith; (d) other than in the ordinary course of business and consistent with past practice, neither SSA nor any SSA Subsidiary is currently the beneficiary of any extension of time within which to file any Tax Return; (e) there are no liens for Taxes (other than Taxes not yet due and payable or which are being contested in good faith) upon any of the Contributed Assets; (f) no foreign, federal, state, or local tax audits or Actions on the part of any Taxing Authority are pending, or to SAM’s Knowledge are being conducted with respect to SSA or any SSA Subsidiary; (g)  none of SSA, any SSA Subsidiary, or a duly-authorized third Person acting on its behalf, has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, in each case of SSA or any SSA Subsidiary; (h) the Contributed Assets are not subject to any joint venture, partnership or other arrangement or Contract that is treated as a partnership for federal, state, local or foreign Tax purposes; and (i) no written claim against SSA or any SSA Subsidiary, or any third Person to whom such entity would have an indemnification obligation, has been received by SAM from a Taxing Authority that SSA or any SSA Subsidiary is or may be subject to taxation by that jurisdiction and in which SSA or any SSA Subsidiary does not file Tax Returns.

3.13 Contracts . Schedule 3.13 contains a list of Contracts (other than purchase or services orders or invoices issued pursuant to a Contract) relating to the Business, including all Contracts necessary for the continued operation of the Business, and which SAM reasonably anticipates will involve aggregate payments to or consideration furnished by SAM, SS OP Holdings, SSA, or any SSA Subsidiary of more than $100,000 in any calendar year and which are not cancelable (x) without material penalty, cost or other Liability or (y) with sixty (60) days’ notice (collectively, the “ SSA Contracts ”). SAM has delivered to the Contributee a correct and complete copy of each written agreement listed in Schedule 3.13 and a written summary setting forth the terms and conditions of each oral agreement referred to therein. With respect to each SSA Contract , except as disclosed on Schedule 3.13 , (a) such SSA Contract is legal, valid, binding and in force and effect in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (b) SSA and each SSA Subsidiary is not, and to SAM’s Knowledge, each other Person who or which is a party to a SSA Contract is not, in material breach or default, and no material event has occurred (or, to SAM’s Knowledge, is reasonably likely to occur) which with notice or lapse of time (or both) would

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constitute a material breach or default, or permit termination, material modification, or acceleration under, such SSA Contract; (c) no party to a SSA Contract has repudiated or, to SAM’s Knowledge, threatened to repudiate any material provision of any such SSA Contract; and (d) the Contributee’s acquisition of the Contributed Assets at Closing, effective as of the Closing Date, will not give rise to a material breach, default, or violation by SAM, SS OP Holdings, SSA, or any SSA Subsidiary of any SSA Contract.

3.14 Employee Benefit Matters .

(a) Schedule 3.14(a) sets forth a list, as of the date of this Agreement, of (i) each Employee Plan sponsored or maintained by SAM (“ US Plans ”) and (ii) each Employee Plan sponsored or maintained by Strategic Storage PM Canada, ULC (“ Canadian Plans ”), in each case other than an Employee Plan maintained by TriNet. Except for SAM and Strategic Storage PM Canada, ULC, none of SS OP Holdings, SSA, or the SSA Subsidiaries, sponsor or maintain any Employee Plans, in each case other than an Employee Plan maintained by TriNet and the plans set forth on Schedule 3.14(a) with respect to bonuses and PTO. SSA has delivered to the Contributee with respect to each US Plan that is not maintained by TriNet and that covers any Business Employees either a copy of such US Plan or an accurate description of the material terms of such plan and, to the extent applicable, the most recent IRS determination letter, opinion letter, or advisory letter. SAM has delivered to the Contributee with respect to each Canadian Plan that is not maintained by TriNet a current, accurate, and complete copy of the plan document and, to the extent applicable, any related trust agreement or other funding vehicle, any summary materials, and any filings or material correspondence with a Governmental Entity.

(b) None of SAM, SS OP Holdings, SSA, any SSA Subsidiary, or any ERISA Affiliate has within the past six (6) years maintained, established, sponsored, participated in, or contributed to, or has within the past six (6) years had any Liability with respect to, any employee benefit plan that: (i) is subject to Title IV or Section 302 of ERISA or Section 412 of the Code; (ii) is a “multiemployer plan” within the meaning of Section 3(37) of ERISA; or (iii) promises or provides retiree medical or other retiree welfare benefits to any Person other than as required under COBRA or other applicable Law.

(c) With respect to any Employee Plan that is not maintained by TriNet, (i) no actions, suits, or claims (other than routine claims for benefits in the ordinary course of business) are pending or, to SAM’s Knowledge, threatened with respect to any Canadian Plan or with respect to any US Plan that could reasonably be expected to affect the benefits of any Business Employee, (ii) no audit or investigation by the IRS, the DOL or other Governmental Entity is pending or, to SAM’s Knowledge, threatened with respect to any Canadian Plan or with respect to any US Plan and (iii) each US Plan and each Canadian Plan has been maintained and administered in all material respects in compliance with its terms and the applicable provisions of ERISA, the Code and other applicable Laws, and if such plan is intended to meet the requirements of a “qualified plan” under Code Section 401(a), it has received and is entitled to rely on a favorable determination (or opinion or advisory letter) from the IRS and no event or documentation defect has occurred which would reasonably be expected to jeopardize such qualification.

(d) All contributions and other payments required to be made at or before the Closing Date with respect to, or on behalf of, any Canadian Plan, have been paid or accrued on the SAM Financial Statements. With respect to US Plans, SAM has paid or will timely pay amounts sufficient to pay health and welfare insurance premiums for coverage of Business Employees and their covered dependents through June 30, 2019 and has taken any steps necessary to ensure that such coverage will be continued through June 30, 2019. SAM has or will timely make all contributions to the SmartStop Asset Management 401(k) Plan on behalf of Business Employees participating thereunder with respect to their eligible compensation paid by SAM prior to the Transfer Date, disregarding any minimum service or last day of the year employment requirements.

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(e) None of SSA or any SSA Subsidiary has terminated any nonqualified deferred compensation plan (as defined in Code Section 409A) covering a Business Employee since May 1, 2016.

(f) No amount that could be received (whether in cash or property or the vesting of property) as a result of the consummation of any of the transactions contemplated by this Agreement (alone or in combination with any other event) by any Business Employee who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) under any compensation arrangement with SAM, SS OP Holdings, SSA or any SSA Subsidiary will result in a “parachute payment” (as such term is defined in Section 280G(b)(1) of the Code).

3.15 Labor . None of SSA or any SSA Subsidiary or, with respect to the Business Employees, neither SAM nor SS OP Holdings, is, or has ever been, a party to any collective bargaining agreement. To SAM’s Knowledge, no application or petition for an election, or for certification or recognition, of a collective bargaining agent or employee association is pending with respect to any Business Employees. There has never been, there is not presently pending or existing, and, to SAM’s Knowledge, there is not threatened, any strike, slowdown, picketing, lockout or work stoppage or employee grievance process involving SSA, any SSA Subsidiary or the Business Employees. No Action is pending or threatened against or affecting SSA or any SSA Subsidiary or involving any Business Employee, nor has there ever been any such actual or threatened Action, relating to the alleged violation of any Law pertaining to labor relations, including any charge or complaint filed with the National Labor Relations Board or the Ontario Labour Relations Board, and there is no organizational activity or other labor dispute against or affecting SSA or any SSA Subsidiary or with respect to the Business Employees.

3.16 Employees .

(a) Except for Strategic Storage PM Canada, ULC, no SSA Subsidiary has employees as of the Closing Date. Prior to the transfer of the Business Employees employed by SAM on the Transfer Date as described in Section  5.3(a) , SSA had no employees.

(b) All payments of compensation, including wages, PTO, commissions, and bonuses, and related Taxes that were required to be made, or accrued, by SAM, SS OP Holdings, SSA or any SSA Subsidiary on or before the Closing Date were made or accrued in full as of such date with respect to, or on behalf of, any current or former employee or independent contractor of the Business in accordance with the applicable Employee Plan and Laws.

(c) Except as listed on Schedule 3.16(c) , as of the Closing, (i) no Business Employees are on a leave of absence for any reason, including a leave of absence for short or long term disability or a protected leave of absence, and (ii) no Business Employee has given notice that he or she has planned a leave of absence that would commence after the Closing Date.

(d) The aggregate vacation, leave, or other paid time-off accrued but unused by Business Employees employed by SAM as of the Transfer Date or by Business Employees employed by Strategic Storage PM Canada, ULC as of the Closing Date (together, “ PTO ”) has been properly accrued on the SAM Financial Statements. Except for such PTO, no other PTO, vacation, or other paid leave obligations have been accrued by or are owing to the Business Employees or any former employees of SSA Subsidiaries as of the Transfer Date or Closing Date, as applicable, whether directly by SAM, SS OP Holdings, or an SSA Subsidiary, or indirectly through any third Person, including TriNet.

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(e) SAM, SS OP Holdings, SSA, and each SSA Subsidiary is, and has been, since three (3) years preceding the date of this Agreement (or, if such entity has been in formation for less than three (3) years, then since such entity’s formation), in material compliance with all Laws and Orders regarding the terms and conditions of employment or other labor related matters, including Laws and Orders relating to discrimination, fair labor standards and occupational health and safety or wrongful discharge, wages, hours, workers compensation, worker classification, collective bargaining, plant closing, and the payment and withholding of Taxes with respect to their employees or, in the case of SAM and SS OP Holdings, with respect to the Business Employees. There are no, and there has not been for the three (3) years preceding the date of this Agreement, material Actions pending or, to SAM’s Knowledge, threatened against SSA or any SSA Subsidiary, brought by or on behalf of any applicant for employment, any current or former employee, or any current or former independent contractor, or any class of the foregoing, relating to any Laws or Orders referenced in the foregoing sentence; alleging breach of any express or implied contract of employment, misclassification, wrongful termination of employment or service; or alleging any other discriminatory, wrongful, or tortious conduct in connection with the employment or service relationship.

(f) All Persons who have provided services to any SSA Subsidiary as independent contractors or consultants have been properly classified under applicable Law as independent contractors rather than employees. To SAM’s Knowledge, all current and former Business Employees are and at all times have been legally authorized to work in the country in which they are employed by SAM or Strategic Storage PM Canada, ULC, as applicable. SAM does not employ any US Continuing Employee pursuant to a restrictive work authorization.

(g) Except as disclosed on Schedule 3.16(g) , the execution, delivery and performance of this Agreement by the Parties, alone or in combination with any other event, will not (i) constitute a triggering event that will result in any payment (whether of severance pay or otherwise) becoming due from SSA, any of the SSA Subsidiaries, or from any Employee Plan (other than the Key Person Agreements) to any current or former employee, officer, independent contractor, or director, to, or (ii) accelerate the time of payment or vesting or increase the amount of compensation or benefit under any Employee Plan due to, any current or former employee, independent contractor, officer, or director (or dependents of such Persons).

3.17 Insurance .

(a) Schedule 3.17(a) accurately sets forth, with respect to each material insurance policy (other than policies underlying Employee Plans) maintained by, or at the expense of, or for the direct benefit of, SAM, SS OP Holdings, SSA, or any SSA Subsidiary in connection with the Business or the Contributed Assets: (i) the name of the insurance carrier that issued such policy and the policy number of such policy; (ii) whether such policy is a “claims made” or an “occurrences” policy; (iii) a description of the coverage provided by such policy and the material terms and provisions of such policy (including all applicable coverage limits, deductible amounts and co-insurance arrangements and any non-customary exclusions from coverage); (iv) the annual premium payable with respect to such policy, and the cash value (if any) of such policy; and (v) a description of any material claims pending, and any material claims that have been asserted since January 1, 2018, with respect to such policy or any predecessor insurance policy. Each of the policies identified in Schedule 3.17(a) is valid, enforceable and in force and effect and has been issued by an insurance carrier that is to SAM’s Knowledge solvent, financially sound and reputable. To SAM’s Knowledge, all of the information contained in the applications submitted in connection with such policies was (at the time such applications were submitted) accurate and complete in all material respects, and to SAM’s Knowledge, all premiums and other amounts owing with respect to such policies were paid in full to the extent due.

(b) Schedule 3.17(b) identifies each material insurance claim made by SAM, SS OP Holdings, SSA or any SSA Subsidiary in connection with the Business or the Contributed Assets since January 1, 2018. Since January 1, 2018, SAM has not received any written notice from the issuer of any of the policies identified in Schedule 3.17 (i) cancelling or invalidating, or threatening to cancel or invalidate, any such policy; (ii) refusing coverage or rejecting a claim under, or threatening to refuse cover or reject claim under, any such policy; or (iii) indicating that such issuer may be unwilling or unable to perform any of its obligations thereunder.

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(c) Schedule 3.17(c) accurately sets forth the tenant insurance policies maintained in connection with the Business or the Contributed Assets as it relates to the tenant insurance program.

3.18 Subsidiaries . Except for its direct or indirect ownership interests in SSA and the SSA Subsidiaries or as set forth on Schedule 3.18 , neither SAM nor SS OP Holdings directly or indirectly owns any equity or similar interest in, or any interest convertible into, or exchangeable or exercisable for, any equity or similar interest in, any Person that is necessary for the conduct of the Business.

3.19 Intellectual Property .

(a) Schedule 3.19(a) lists each material Mark included in the Contributed Assets or currently used by SAM, SS OP Holdings, SSA, or any SSA Subsidiary in the operation of the Business in the ordinary course of business, consistent with past practices. To SAM’s Knowledge, unless otherwise set forth on Schedule 3.19(a) , except as would not reasonably be expected to be, individually or in the aggregate, material to the Business, all such Marks (i) have been registered or are currently pending registration with the United States Patent and Trademark Office or the Canadian Intellectual Property Office as the case may be, (ii) are currently in compliance in all material respects with all legal requirements (including the timely post-registration filing of affidavits of use and renewal applications), (iii) are valid and enforceable, (iv) do not infringe the Intellectual Property rights of any other Person, and (v) are not subject to any Actions or maintenance fees that are or will become due within 90 days after the Closing Date. To SAM’s Knowledge, except as would not reasonably be expected to be, individually or in the aggregate, material to the Business, no Mark listed on Schedule 3.19(a) and except as otherwise described on such Schedule 3.19(a) has been, or is now involved in any pending or threatened Action that opposes or seeks invalidation or cancellation of any such Mark.

(b) Schedule 3.19(b) lists each material Domain Name used by SAM, SS OP Holdings, SSA, or any SSA Subsidiary in the operation of the Business in the ordinary course of business, consistent with past practices. To SAM’s Knowledge, except as would not reasonably be expected to be, individually or in the aggregate, material to the Business, all Domain Names listed on Schedule 3.19(b) that have been registered are (i) currently in compliance in all material respects with all legal requirements and (ii) not subject to any Actions or maintenance fees that are or will become due within ninety (90) days after the Closing Date.

(c) To SAM’s Knowledge, SAM has taken all reasonably necessary action to maintain and protect, and use without infringing the rights of other Persons, each item of Intellectual Property used by SAM, SS OP Holdings, SSA or any SSA Subsidiary in the operation of the Business, except where the failure to do so would not have a Material Adverse Effect on the Business. To SAM’s Knowledge, the Contributee will have as of the Closing reasonably sufficient Intellectual Property rights and licenses required to sell, offer for sale, and use the goods and perform the services as presently being offered for sale, sold, used or performed in the operation of the Business, including the rights and licenses required to offer for sale, sell and use all such goods and perform all such services without (i) incurring any material liability for license fees or royalties or, (ii) to SAM’s Knowledge, being subject to any claims of violation, infringement, dilution, or misappropriation of the Intellectual Property rights of any other Person, or of unfair competition.

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(d) SAM has delivered to the Contributee copies of all material written documentation in its possession that evidences the ownership (or other right to use), the right to maintain and prosecute (if applicable), and support, each item of Intellectual Property used by SAM, SS OP Holdings, SSA, or any SSA Subsidiary in the operation of the Business. With respect to each such item of Intellectual Property, and except as set forth on Schedule 3.19(d) or as expressly set forth in any written agreement relating to such item of Intellectual Property which has been provided to the Contributee, to SAM’s Knowledge: (i) SAM, SS OP Holdings, SSA, and each SSA Subsidiary, as applicable, possesses all right, title, and interest in and to the item, free and clear of any Encumbrance other than Permitted Encumbrances, and has the right to transfer ownership or, as applicable, the right to use such item to the Contributee; (ii) each item is not subject to any outstanding Order; (iii) no Action is pending, or threatened, which challenges the enforceability, use, or ownership of the item; and (iv) none of SAM, SS OP Holdings, SSA, or any SSA Subsidiary agreed to indemnify any Person for, or against, any interference, infringement, misappropriation, or other conflict with respect to each such item. As of immediately following the Closing, to SAM’s Knowledge, the Contributee will own or have the same rights in the Intellectual Property embodied in the Contributed Assets or used in the operation of the Business that SAM had immediately prior to the Closing, free and clear of all Encumbrances other than Permitted Encumbrances without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which SAM would otherwise have been required to pay absent the transactions contemplated hereunder.

(e) There is no pending or, to SAM’s Knowledge, threatened claim or litigation against SAM, SS OP Holdings, SSA or any SSA Subsidiary relating to the Intellectual Property embodied in the Contributed Assets or used in the operation of the Business. To SAM’s Knowledge, no Person is infringing, misappropriating, diluting or violating any Intellectual Property embodied in the Contributed Assets in any material respect.

(f) SAM, SS OP Holdings, SSA and all SSA Subsidiaries have, to the extent possible, each taken reasonable security measures to protect the secrecy, confidentiality and value of all Trade Secrets protectable under applicable trade secrets Laws and embodied in the Intellectual Property.

3.20 Securities Law Matters; Transfer Restrictions .

(a) SAM and SS OP Holdings acknowledge that the Contributee intends the offer and issuance of the OP Units hereunder to be exempt from registration under the Securities Act and applicable state securities Laws by virtue of (i) the status of SS OP Holdings as an “accredited investor” within the meaning of the federal securities Laws, and (ii) Regulation D promulgated under Section 4(a)(2) of the Securities Act (“ Regulation D ”), and that the Contributee will rely in part upon the representations and warranties made by SS OP Holdings in this Agreement in making the determination that the offer and issuance of the OP Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.”

(b) SS OP Holdings is an “accredited investor” within the meaning of the federal securities Law, particularly Regulation D.

(c) SS OP Holdings will acquire the OP Units for its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act.

(d) SS OP Holdings has sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and risks of investment in the OP Units. SS OP Holdings has the ability to bear the economic risk of acquiring the OP Units. SS OP Holdings acknowledges that (i) the transactions contemplated by this Agreement involve complex Tax consequences for SS OP Holdings, and SS OP Holdings is relying solely on the advice of SS OP Holdings’ own Tax advisors in evaluating such

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consequences; (ii) the Contributee has not made (nor shall it be deemed to have made) any representations or warranties as to the Tax consequences of such transaction to SS OP Holdings; and (iii) references in this Agreement to the intended Tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by the Contributee as to a particular Tax effect that may be obtained by SS OP Holdings. SS OP Holdings remains solely responsible for all Tax matters relating to SS OP Holdings.

(e) SS OP Holdings has had an opportunity to ask questions of, and receive information and answers from, the Contributee and SST II concerning the Contributee, SST II, the OP Units, the contribution of the Contributed Assets and the shares of SST II common stock into which the OP Units may be exchanged, and to assess and evaluate any information supplied to SS OP Holdings by the Contributee or SST II.

(f) SS OP Holdings acknowledges that SS OP Holdings is aware that there are restrictions on the transferability of the OP Units and that the OP Units will not be registered under the Securities Act or any state securities Laws, and SS OP Holdings has no right to require that they be so registered. SS OP Holdings agrees that any OP Units it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities Laws.

(g) SS OP Holdings understands that there is no established public, private or other market for the OP Units to be issued to SS OP Holdings hereunder, and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future.

(h) SS OP Holdings understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of OP Units.

3.21 No Other Representations or Warranties . Each of SAM, SS OP Holdings, SSA, and the SSA Subsidiaries acknowledges that (a) neither SST II, the Contributee, nor their Affiliates has made any representation or warranty, expressed or implied, as to any matter set forth in Article 4, or the accuracy or completeness of any information regarding the matters set forth in Article 4 , except as expressly set forth in Article 4 , (b) none of SAM, SS OP Holdings, SSA, and the SSA Subsidiaries have relied on any representation or warranty from SST II or the Contributee or any of their Affiliates in determining to enter into the Transaction Documents, except as expressly set forth in Article 4 , and (c) none of SST II or the Contributee or any of their Affiliates shall have or be subject to any Liability of SAM, SS OP Holdings, SSA, each SSA Subsidiary, their Affiliates or representatives resulting solely from the distribution to SAM, SS OP Holdings, SSA, the SSA Subsidiaries, their Affiliates or representatives, or SAM’s, SS OP Holdings’s, SSA’s, each SSA Subsidiary’s use of, or their Affiliates’ or representatives’ use of, any such information, including any information, documents or material made available to SAM, SS OP Holdings, SSA, each SSA Subsidiary, and their Affiliates or representatives in any form in expectation of or negotiation of this Agreement, the other Transaction Documents and the other transactions contemplated hereby and thereby.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTEE AND SST II

Except as set forth in, or qualified by any matter set forth in, the Schedules (it being agreed that the disclosure of any matter in any section in the Schedules shall be deemed to have been disclosed in any other section in the Schedules to which the applicability of such disclosure is reasonably apparent), the Contributee and SST II, severally and not jointly, and each solely as to itself, represent and warrant to the Contributor as follows:

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4.1 Organization and Related Matters . Each of the Contributee and SST II is a limited partnership or corporation, respectively, duly organized or incorporated, validly existing and in good standing under the Laws of its jurisdiction of organization or incorporation. Each of the Contributee and SST II is duly authorized to conduct its business and is in good standing under the applicable Laws of each jurisdiction where such qualification is required, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect on the Contributee, SST II, or either of them. Each of the Contributee and SST II has the requisite power and authority to carry on its business as presently conducted. Each of the Contributee and SST II has delivered to the Contributor complete and correct copies of its Organizational Documents, as amended to date.

4.2 Authority . Each of the Contributee and SST II has all requisite power and authority to enter into each of the Transaction Documents to which the Contributee or SST II is a party and to consummate the transactions contemplated hereby or thereby. The execution and delivery of each of the Transaction Documents by the Contributee and SST II and the consummation by the Contributee and SST II of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of the Contributee and SST II, respectively. Each of the Transaction Documents has been, or upon execution and delivery will be, duly executed and delivered, and assuming the due authorization, execution and delivery of such Transaction Documents by the other Parties thereto, will constitute the valid and binding obligations of the Contributee and SST II, enforceable against the Contributee and SST II in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

4.3 No Conflicts; Required Consents . Except as provided in Schedule 4.3 , the execution and delivery of the Transaction Documents by the Contributee and SST II does not, and the performance by the Contributee and SST II of the transactions contemplated hereby or thereby will not, (a) violate, conflict with, or result in any breach of any provision of the Contributee’s and SST II’s respective Organizational Documents, (b) violate, conflict with, or result in a violation or breach of, or constitute a default (with or without due notice or lapse of time or both) under, or permit the termination, or result in the acceleration, of, or entitle any party to accelerate, any obligation of the Contributee and SST II, or result in the loss of any benefit of, or give rise to the creation of any Encumbrance on, any property or asset of the Contributee or SST II under any of the terms, conditions or provisions of any material instrument or obligation to which any property or asset of the Contributee or SST II may be bound or subject, or (c) violate any Law applicable to the Contributee or SST II or by or to which any property or asset of the Contributee or SST II is bound or subject, except, in each case of clause (b) or (c), as would not, individually or in the aggregate, have a Material Adverse Effect on the Contributee, SST II or either of them. Schedule 4.3 sets forth a complete and accurate list of each material consent, approval, waiver and authorization that is required to be obtained by the Contributee or SST II from, and each material notice that is required to be made by the Contributee or SST II to, any Person in connection with the execution, delivery and performance by the Contributee or SST II of this Agreement (the “ SST II Required Third Party Consents ”).

4.4 Issuance of Units . The OP Units, when issued and delivered in compliance with the provisions of this Agreement, will be duly authorized, validly issued, fully paid and, except as provided in the Operating Partnership Agreement and except as affected by Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, non-assessable, free and clear of any Encumbrances; provided, however , that such OP Units are subject to restrictions on transfer under federal and state securities Laws and as otherwise set forth in the Operating Partnership Agreement. Except for this Agreement, there are no Contracts to which SST II or the Contributee are a party restricting the transfer of, or affecting the rights of any holder of, such OP Units, and there are no conversion, preemptive, subscription or other rights, and there are no outstanding options, calls, warrants, rights, or other commitments of any kind, in any such case,

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relating to such OP Units or that that give any Person the right to receive any contractual right similar to or derived from the economic benefits and rights accruing to holders of such OP Units. Such OP Units will not be issued in violation of any preemptive rights or rights of first refusal granted by SST II or the Contributee. Except for this Agreement, there are no voting trusts, stockholder agreements, proxies or other rights or agreements in effect with respect to the voting, transfer or dividend rights of such OP Units. Neither SST II nor the Contributee has materially violated any applicable federal or state securities Laws or any preemptive or similar rights created by statute, Organizational Document or agreement in connection with the offer, sale, issuance or allotment of such OP Units.

4.5 Tax Status of the Contributee . The Contributee has at all times during its existence been properly treated as a partnership for federal income tax purposes and not as an association or publicly traded partnership taxable as a corporation for such purposes. Except as set forth on Schedule 4.5 , each subsidiary of the Contributee has at all times during its existence been properly treated as either a “disregarded entity” or a partnership for federal income tax purposes and not as an association or publicly traded partnership taxable as a corporation for such purposes.

4.6 REIT Status . SST II elected to be treated as a REIT for federal income tax purposes beginning with its taxable year ended December 31, 2014. Commencing with such taxable year, SST II has at all times been organized and operated in such a manner so as to qualify for taxation as a REIT under the Code, and the current and proposed method of operation for SST II is expected to enable SST II to continue to meet the requirements for qualification as a REIT.

4.7 Legal Proceedings . Except as set forth on Schedule 4.7 , there are no Actions pending, or to the Knowledge of SST II or the Contributee, threatened, against the Contributee or SST II, their respective businesses or any of their respective material properties or assets by, or before any arbitrator or Governmental Entity, nor is there any material investigation relating to the Contributee or SST II or any property or asset of the Contributee or SST II pending, or to the Knowledge of SST II or the Contributee threatened, by or before any arbitrator or Governmental Entity, in each case which would reasonably be expected to have a Material Adverse Effect on SST II or the Contributee. There is no Order of any Governmental Entity or arbitrator outstanding against the Contributee or SST II or any property or asset of the Contributee or SST II which would reasonably be expected to have a Material Adverse Effect on either of them.

4.8 No Other Representations or Warranties . Each of SST II and Contributee acknowledges that (a) none of SAM, SS OP Holdings, SSA, each SSA Subsidiary and their Affiliates has made any representation or warranty, expressed or implied, as to the Contributed Assets, the Assumed Liabilities, the Business, their financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the Contributed Assets, the Assumed Liabilities or the Business furnished or made available to SST II, Contributee, their Affiliates and representatives, except as expressly set forth in Article 3 , (b) neither SST II nor Contributee has relied on any representation or warranty from SAM, SS OP Holdings, SSA, any SSA Subsidiary or any of their Affiliates in determining to enter into the Transaction Documents, except as expressly set forth in Article 3 , and (c) none of SAM, SS OP Holdings, SSA, each SSA Subsidiary or any of their Affiliates shall have or be subject to any Liability of SST II, Contributee, their Affiliates or representatives resulting solely from the distribution to SST II, Contributee, their Affiliates or representatives, or use of SST II’s, Contributee’s or their Affiliates’ or representatives’ use of, any such information, including any information, documents or material made available to SST II, Contributee, their Affiliates or representatives in any “data rooms,” management presentations or in any other form in expectation of or negotiation of this Agreement, the other Transaction Documents and the other transactions contemplated hereby and thereby. Each of SST II and Contributee acknowledges that the acquisition of the Contributed Assets, Assumed Liabilities and Business hereunder is without any representation or warranty as to merchantability or fitness thereof for any particular purpose, in an “as is” condition and on a “where is” basis, except as otherwise expressly set forth in this Agreement.

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ARTICLE 5

COVENANTS

5.1 Covenants Against Disclosure .

(a) Except as may be required by Law, SAM shall not, and shall not permit its Affiliates to (i) disclose to any Person in any manner, directly or indirectly, any confidential information or data, whether of a technical or commercial nature, exclusively relating to the Contributed Assets or Assumed Liabilities, or (ii) use, or permit or assist, by acquiescence or otherwise, any Person to use, in any manner, directly or indirectly, any such information or data, except to the extent that SAM or any such Affiliates have retained rights therein as provided herein, or is required to disclose such information by judicial or administrative process or pursuant to applicable Law, and excepting disclosure of such data or information as is at the time generally known to the public or otherwise in the public domain and which did not become so generally known or a part of the public domain through any breach of any provision of this Section  5.1(a) hereof by SAM.

(b) The initial public disclosures, including a Form 8-K to be filed with the Securities and Exchange Commission by SST II, relating to this Agreement and the transactions contemplated herein shall be made solely by SST II; provided , however , that SST II shall provide SAM a reasonable period of time to review and comment on such disclosures, and in good faith take into account any comment made by SAM during such period; provided further , however, that the Parties shall be permitted to make any other public disclosures regarding this Agreement or the transactions contemplated hereby that are necessary to fulfill public disclosure requirements of any Governmental Entity or required to be made by applicable Law or Order.

5.2 Notification of Certain Matters . Following the Closing, except as prohibited by Law, each of the Contributor, SST II, and the Contributee shall promptly notify the other Parties in writing of:

(a) any inaccuracy of any representation or warranty contained in this Agreement, provided , however , that obligations under this Section  5.2(a) shall expire on the date that is twelve (12) months following the Closing;

(b) any notice or other communication from any Person alleging that notice to or consent of such Person is required in connection with the transactions contemplated by this Agreement;

(c) any material notice or other material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; and

(d) any filing or notice made by such Party with any Governmental Entity in connection with the transactions contemplated by this Agreement.

5.3 Employee Matters .

(a) US Continuing Employees . Prior to the Closing, on or about June 24, 2019 (the “ Transfer Date ”), SAM shall have caused the employment of those individuals set forth on Schedule 5.3(a) (the “ US Continuing Employees ”) to be transferred to SSA, where their employment shall continue as of

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the Closing Date, (i) at an annual base salary or wage level, as applicable, and annual bonus and incentive opportunities, that are the same as those provided to each such US Continuing Employee immediately prior to the Transfer Date (disregarding any increases in such amounts since January 1, 2019 to the extent not made in the ordinary course of business and consistent with past practice, and other than with respect to the US Continuing Employees that are subject to a Key Person Agreement), and (ii) with employee benefits that are substantially comparable in the aggregate to the employee benefits provided to each such US Continuing Employee immediately prior to the Transfer Date (subject to the exception for unlimited PTO described in Section  5.3(c) below).

(b) Canadian Employees . The employment of those employees who are employed by Strategic Storage PM Canada, ULC as of the Closing Date (the “ Canadian Employees ”) shall continue in effect and shall not be affected by the transactions contemplated by this Agreement.

(c) PTO and Bonus Liabilities . Within a reasonable time after the Transfer Date, but it no event later than ten (10) Business Days, SAM shall have delivered to SSA a report providing a good faith detailed estimate of the following Liabilities with respect to all Business Employees: (i) accrued but unused PTO (other than unlimited PTO) as of the Transfer Date (the “ PTO Liabilities ”), and (ii) bonuses and incentive compensation for the 2019 calendar year based on 80% payment of accrual amounts that SAM utilized during 2019 for purposes of its SAM Financial Statements, pro-rated based on the number of days in such calendar year prior to the Transfer Date (all such bonuses and incentive compensation, the “ Bonus Liabilities ”) (the PTO Liabilities and the Bonus Liability are referred to collectively as the “ Accrued Business Employee Obligations ”). Such Accrued Business Employee Obligations shall be reflected on the SAM Financial Statements and the True-Up Statement as described in Section  6.6 . SSA shall continue to allow US Continuing Employees to use PTO Liabilities in the same manner as they were entitled to use such PTO under SAM’s paid time off policy in effect on the Transfer Date. Following the Transfer Date, US Continuing Employees shall accrue additional PTO in accordance with SSA’s PTO policies.

(d) Allocation of Liabilities . Except with respect to the Accrued Business Employee Obligations, SAM and its Affiliates shall be solely responsible for all wages and compensation due to US Continuing Employees, and any related employer-side employment Taxes, with respect to their employment by SAM prior to the Transfer Date. On and after the Transfer Date, SSA shall be solely liable for all wages and compensation, and any related employer-side employment Taxes, due to US Continuing Employees with respect to their employment by SSA. US Continuing Employees shall cease participation in the US Plans as of 12:00 a.m. on the Transfer Date, except that participation in the insured Employee Plans shall not terminate until June 30, 2019. US Continuing Employees shall commence participation in the employee benefit plans of SSA as of 12:01 a.m. on the Transfer Date, except that coverages intended to replace the insured Employee Plans shall not commence until July 1, 2019.

(e) Qualified Plans . SAM shall use commercially reasonable efforts to avoid the transfer of US Continuing Employees from SAM to SSA, and the transactions contemplated by this Agreement, from triggering a default of any US Continuing Employee’s outstanding participant loan under the SmartStop Asset Management 401(k) Plan. Following the Closing, (A) the Parties shall reasonably cooperate with each other to take all steps necessary to transfer, in accordance with applicable Law, the accounts (including any outstanding promissory notes held as an asset) of US Continuing Employees from such SAM plans to new tax-qualified plan(s) to be established by SSA; and (b) each of SAM and SSA agree not to change the eligibility requirements, employer matching contribution amount, or the key benefit terms and conditions under its tax-qualified plan from those in effect as of the Closing Date or to make any profit sharing contribution to such plan, unless the Parties agree in writing to such change, after considering any impact on any nondiscrimination and minimum coverage testing requirements.

(f) SAM shall be solely responsible for any continuation coverage required by COBRA for those terminated employees of SAM who are not US Continuing Employees, and their qualified beneficiaries.

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(g) This Section  5.3 shall inure solely to the benefit of each of the Parties to this Agreement, and nothing in this Section  5.3 shall confer upon any Business Employee, or any legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement. Nothing in this Section  5.3 , express or implied, shall be deemed an amendment of any plan providing benefits to any Business Employee or as altering the at-will nature of any Business Employee’s employment. Nothing in this Agreement shall be deemed to limit the right of SSA to terminate the employment of any Business Employee at any time or construed as altering the at-will nature of any Business Employee’s employment; and provided further that nothing in this Agreement shall be deemed to limit the right of SSA, following the Closing, to (y) change or modify the terms and conditions of employment for any Business Employee or (z) change, modify, or terminate any employee benefit plan or arrangement.

5.4 Business of SAM; Self Storage Programs . Nothing contained herein shall prevent SAM or any of its Affiliates from engaging in or earning fees from other activities, including, the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by SAM or its Affiliates; provided , however , SAM and its Affiliates shall be prohibited from engaging in the Business or otherwise sponsoring, acquiring, advising or managing any new or existing real estate program focused on self storage properties following the Closing Date, other than as set forth on Schedule 5.4 . For the avoidance of doubt, the term Business does not include data storage or any similar activity. This Section 5.4 shall become null and void and have no further force or effect upon the date that is eighteen (18) months following the date of occurrence of a Non-Compete Cancellation Event.

ARTICLE 6

ADDITIONAL AGREEMENTS

6.1 Cooperation; Wrong Pockets; Further Assurances .

(a) In the event that, following the Closing, (i) the Contributor becomes aware of any right, property or asset in the possession or control of the Contributor or any of its Affiliates which is not included as a Contributed Asset on Schedule 1.1 but which, consistent with the methodologies and principles used by the Parties in preparing Schedule 1.1 , should have been included as a Contributed Asset, or (ii) the Contributee becomes aware of any right, property or asset in the possession or control of the Contributee or any of its Affiliates which is not included as an Excluded Asset on Schedule 1.2 but which consistent with the methodologies and principles used by the Parties in preparing Schedule 1.2 , should have been included as an Excluded Asset, then the Contributor or the Contributee, as applicable, shall notify the other Party thereof as soon as reasonably practicable, and the Parties shall cooperate in good faith in procuring treatment of such right, property or asset as a Contributed Asset or Excluded Asset, as applicable, hereunder, including causing any transfer of such Contributed Asset or Excluded Asset, as applicable, pursuant to the other provisions of this Section  6.1 .

(b) Each of the Contributor and the Contributee shall, at the request of the other, execute and deliver to the other all such instruments and documents or further assurances as the other may reasonably request in order to (i) vest in the Contributee all of the rights, title and interests of the Contributor and its Affiliates in and to the Contributed Assets as contemplated hereby, (ii) effectuate the Contributee’s assumption of the Assumed Liabilities, and (iii) grant to each Party all rights contemplated herein to be granted to such Party under the Transaction Documents. In the event any Contributed Assets remains vested

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in the Contributor or any of its Affiliates, the Contributor shall (or shall cause its applicable Affiliate to), transfer such Contributed Asset as soon as reasonably practicable to the Contributee or its designee. The Contributor shall notify the Contributee as soon as reasonably practicable upon becoming aware that that there are any Contributed Assets in its possession or control or that of any of its Affiliates. In the event any Excluded Asset is vested in the Contributee or any of its Affiliates following Closing, the Contributee shall (or shall cause its applicable Affiliate to) transfer such Excluded Asset as soon as reasonably practicable to the Contributor or its designee. The Contributee shall notify the Contributor as soon as reasonably practicable upon becoming aware that that there are any Excluded Assets in its possession or control or that of any of its Affiliates.

(c) In the event that the Contributor receives any invoices from any obligor with respect to any Contributed Asset or Assumed Liability, then the Contributor shall, within thirty (30) days of receipt of such payment, remit the full amount of such payment to the Contributee. In the event that the Contributee receives any payments from any obligor with respect to any Excluded Asset or Excluded Liability, then the Contributee shall, within thirty (30) days of receipt of such payment, remit the full amount of such payment to the Contributor.

(d) Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use their respective commercially reasonable efforts to take, or cause to be taken, or as appropriate to refrain from taking, all actions, and to do, or cause to be done, or as appropriate to refrain from doing, all things reasonably necessary, proper or advisable to consummate, in the most expeditious manner practicable, the transactions contemplated by the Transaction Documents, including (i) defending any Actions challenging this Agreement or otherwise seeking to enjoin or delay the consummation of the transactions contemplated by the Transaction Documents, (ii) executing and delivering any instruments and taking any other actions, including furnishing to each other Party any assistance or information the other Party reasonably requires in order to carry out the intent of the Transaction Documents, and (iii) providing reasonable assistance or information to each other Party in respect of regulatory or other governmental filings and disclosures and otherwise compliance with applicable Law, to the extent such information is in the possession of such Party. Notwithstanding the foregoing, neither the Contributor nor any of its Affiliates will be obligated to make any payments, or otherwise pay any consideration, to any Third Party to obtain any applicable consent, waiver or approval.

6.2 Tax Matters .

(a) Except as otherwise provided herein, SAM and SS OP Holdings shall each be liable for, and shall pay any transfer Taxes or other similar Tax customarily imposed on a contributor in an asset contribution transaction, and the Contributee shall be liable for, and shall pay any transfer Taxes or other similar Tax customarily imposed on a contributee in an asset contribution transaction, that are imposed in connection with the transfer of the Contributed Assets pursuant to this Agreement and each shall timely file all Tax Returns required with respect thereto.

(b) SAM and Contributee shall cooperate, to the extent reasonably requested by the other Party, in connection with the preparation and filing of Tax Returns and any audit, Action, or other proceeding involving Taxes. Cooperation shall include the retention and, upon the other Party’s request, the provision of records and other information reasonably relevant to the preparation of a Tax Return or the conduct of an audit, litigation, or other proceeding. SAM and SSA agree to take any steps reasonably necessary for SSA, as a successor employer to SAM, to receive credit toward federal and state employment taxes paid or deposited by SAM on behalf of Business Employees, including using the alternative procedure set forth in Revenue Procedure 2004-53 with respect to wage reporting for the Business Employees. SAM as the predecessor employer shall have no W-2 or employment tax reporting responsibilities for the Business Employees following the Closing.

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(c) SAM shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to the Business and any entity constituting part of the Contributed Assets for periods ending on or before the Closing Date and shall timely remit, or cause to be timely remitted, any Taxes due in respect of such Tax Returns.

6.3 Directors’ and Officers’ Indemnification and Insurance .

(a) Without limiting any rights that any manager, director, executive officer or employee of SAM or of its Affiliates may have under any indemnification agreement or the Organizational Documents of SAM or as otherwise afforded by applicable Law (including promptly advancing expenses as incurred to the fullest extent permitted under applicable Law), all of which shall survive the Closing, anything to the contrary contained in any Transaction Document notwithstanding, or under the Organizational Documents of SST II or the Contributee, in addition to, and not in limitation of any other indemnity rights contained in any Transaction Document, from and after the Closing Date, SST II and the Contributee shall, jointly and severally, indemnify and hold harmless the current or former managers, directors, executive officers or employees of SAM and its subsidiaries and Affiliates acting in their capacity as such (collectively, the “ D&O Indemnified Parties ”) to the fullest extent authorized or permitted under applicable Law, as now or hereafter in effect, for acts or omissions by such D&O Indemnified Parties occurring prior to the Closing Date. Without limiting the foregoing, SST II and the Contributee shall use reasonable efforts to, and shall use reasonable efforts to cause SSA and each SSA Subsidiary to, for a period of not less than six (6) years after the Closing Date, (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of D&O Indemnified Parties that are no less favorable to those Persons than the provisions of the Organizational Documents of SAM, SSA and each SSA Subsidiary, as applicable, in each case, as of the date of this Agreement, and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

(b) As of the Closing Date, Contributee shall have obtained, at its sole cost and expense, and, for a period of six (6) years after the Closing Date, Contributee shall maintain in effect a policy of directors’ and officers’ liability insurance reasonably satisfactory to SAM on terms not less favorable than the terms of the directors’ and officers’ liability insurance coverage obtained by SAM as in effect immediately prior to the Closing Date with respect to such individuals, in connection with the Business with respect to claims arising from, or related to facts or events which occurred at or before, the Closing Date.

6.4 Access . The Parties agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business, Contributed Assets, Assumed Liabilities, Excluded Assets and Excluded Liabilities (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Governmental Entity, and the prosecution or defense of any claims, suits or proceedings relating to any Tax, without charge or expense to the requesting Party.

6.5 Holding Period . In addition to any restrictions on transfer contained in the Operating Partnership Agreement, until June 28, 2021, SS OP Holdings shall not (i) exchange the OP Units it receives pursuant to Section  1.4 of this Agreement for REIT Shares pursuant to the provisions of the Operating Partnership Agreement or (ii) except as set forth on Schedule 6.5 , offer, pledge, sell, contract to sell, announce the intention to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option right or warrant for the sale of, make any short sale or otherwise transfer, dispose or encumber (collectively, “ Transfer ”) the OP Units it receives pursuant to Section  1.4 of this Agreement, provided , that, subject to compliance with applicable laws, including applicable securities laws, SS OP Holdings may engage in a Permitted Transfer.

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6.6 Working Capital True-Up .

(a) On or before the seventy-fifth (75th) day next following the Closing Date, SAM shall deliver to the Contributee a statement (the “ True-Up Statement ”), which shall set forth all assets and obligations/liabilities accrued on the books and records of SAM, SS OP Holdings, SSA, and the SSA Subsidiaries as of the Closing Date, in each instance also with respect to Business Employees, including Accrued Business Employee Obligations.

(b) There also shall be included in the True-Up Statement the sum of: (i) as of the Closing Date, the GAAP basis value of the cash accounts listed on Schedule 6.6(b) , (ii) as of the Closing Date, the balance of each prepaid account of SAM or any Affiliate thereof, other assets, valid receivables and similar items based upon values in accordance with GAAP, (iii) $204,000, constituting the aggregate “seed capital” advances made by SAM’s Affiliates, as follows: (A) $200,000 contributed by Strategic Storage Advisor IV, LLC to the operating partnership of SST IV and $1,000 contributed to SST IV for shares of SST IV, and (B) $2,000 contributed by SS Growth Advisor II, LLC to the operating partnership of SSGT II and $1,000 contributed to SSGT II for shares of SSGT II, (iv) any and all other amounts attributable to the conduct of the Business or the ownership and operation of the Contributed Assets, which in accordance with GAAP, as of the Closing Date are credited to, or inure to the benefit of, Contributee or any of its Affiliates (each an “ Adjustment Amount ” and collectively, the “ Adjustment Amounts ”). Contributee shall be permitted to review all work papers and procedures used by SAM to prepare the True-Up Statement and shall have the right to perform any other reasonable procedures to verify the accuracy thereof and of all information set forth thereon.

(c) Subject to Sections 6.6(a) and (b) , (i) if there is a positive difference between (A) the Adjustment Amounts, and (B) the Accrued Business Employee Obligations (the “ Positive True-Up Amount ”), at the Contributee’s election, made by notice to SAM, given within ten (10) Business Days of the Contributee’s receipt of the True-Up Statement, the Positive True-Up Amount shall be paid to SAM or its designee in immediately available funds by the Contributee not later than the last Business Day of the calendar month next following the month in which the True-Up Statement is delivered to the Contributee by SAM; but (ii) if the Accrued Business Employee Obligations are greater than the Adjustment Amounts, then the positive difference between (A) the Accrued Business Employee Obligations, and (B) the Adjustment Amounts (the “ ABEO Amount ”) shall be paid to the Contributee or its designee in immediately available funds by SAM not later than the last Business Day of the calendar month in which the True-Up Statement is delivered to the Contributee by SAM.

(d) Subject to Sections 6.6(a) and (b) , the True-Up Statement and either the Positive True-Up Amount or the ABEO Amount, as the case may be, shall be deemed to be, and shall be, final, binding and conclusive on the Parties. The Contributee may dispute any amounts reflected on the True-Up Statement, including SAM’s calculation of either the Positive True-Up Amount or the ABEO Amount, as the case may be, or that the True-Up Statement contained mathematical errors on its face; provided , however , that the Contributee shall notify SAM in writing of any such dispute, setting forth in reasonable detail any item on the True-Up Statement with which the Contributee disagrees and the basis in reasonable detail for such disagreement, which notice must be provided within ten (10) calendar days of the Contributee’s receipt of the True-Up Statement. In the event of such a dispute, SAM and the Contributee shall attempt to reconcile their differences, and any written resolution by them as to any disputed amounts and any revisions to the Positive True-Up Amount or the ABEO Amount shall be final, binding and conclusive. If, however, SAM and the Contributee are unable to reach a resolution to such effect within ten (10) calendar days of SAM’s receipt of the Contributee’s written notice of dispute, then SAM and the Contributee shall submit the amounts remaining in dispute for resolution to an independent accounting firm, mutually appointed by the Parties (such independent accounting firm being herein referred to as the “ Arbiter ”). The Arbiter shall determine and report to the Parties such remaining disputed amounts and any

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resulting revisions to the Positive True-Up Amount or the ABEO Amount, as the case may be, and such report shall be final, binding and conclusive on the parties hereto, and the True-Up Statement shall be revised forthwith upon receipt of, and consistent with, the report of the Arbiter, and the revised Positive True-Up Amount or the revised ABEO Amount, as the case may be, thereafter shall be deemed to be, and shall be the Positive True-Up Amount or the ABEO Amount, as the case may be, for all purposes of this Section  6.6 , including offset and payment, if any, pursuant to Section  6.6(c) , anything to the contrary contained in this Agreement or any other Transaction Document notwithstanding. Each of the Parties agree to use commercially reasonable efforts to cooperate with the Arbiter and to cause the Arbiter to resolve any dispute no later than ten (10) calendar days after matters in dispute are submitted to the Arbiter for determination. In performing its duties hereunder, it is understood and agreed that the Arbiter will be functioning as an expert and not as a mediator or arbitrator. The fees and disbursements of the Arbiter shall be split evenly between SAM and the Contributee.

6.7 Rule 3-05 Audit . SAM acknowledges that under Rule 3-05 of Regulation S-X, SST II is required to provide certain information in connection with reports SST II is required to file with the Securities and Exchange Commission. Accordingly, SAM agrees to (a) allow SST II and SST II’s representatives, at SST II’s sole cost and expense, to perform an audit of SAM’s operations and/or the operations of the Business to the extent required under Rule 3-05 of Regulation S-X (a “ Rule 3-05 Audit ”), (b) make available to SST II and SST II’s representatives for inspection and audit at SAM’s offices of SAM’s books and records relating solely to SAM’s operations and/or the operations of the Business that are reasonably requested by SST II for any full or partial years necessary to complete the Rule 3-05 Audit, and (c) sign a customary management representation letter with respect to the Rule 3-05 Audit to be provided by SST II’s independent auditors. In connection with the foregoing, SST II shall give SAM no less than three (3) Business Days’ prior written notice of SST II’s plans to inspect and audit such books and records. Notwithstanding the foregoing, SAM shall not be required to (i) prepare or compile any materials, (ii) incur any third part costs or expenses in connection with the Rule 3-05 Audit, (iii) provide any books, records, or materials that are not within the possession or control of SAM or any of its Affiliates, or (iv) make any representations or warranties with respect to such information beyond a customary management representation letter signed by SAM requested by any accounting firm engaged by SST II to deliver its auditors report with respect to the Rule 3-05 Audit. SAM’s obligations under this Section  6.7 shall survive the Closing for a period of twelve (12) months following the Closing Date. Any Rule 3-05 Audit shall be completed as soon as reasonably possible and SST II and SST II’s representatives shall use commercially reasonable best efforts not to interfere with SAM’s ability to conduct its business. Upon written request by SAM, copies of all Rule 3-05 Audits shall be promptly provided to SAM at no cost to SAM.

ARTICLE 7

INDEMNIFICATION

7.1 Contributor Indemnification . From and after the Closing, subject to the limitations and other provisions of this Article 7 , SAM agrees to indemnify, defend, and hold Contributee, SST II, and each of their respective Affiliates, and their respective officers, directors, stockholders, partners, managers, and members and their respective heirs, legatees, devisees, executors, administrators, trustees, personal representatives, successors and assigns (each, a “ Contributee Indemnified Party ”), harmless from and against any and all Losses incurred by any Contributee Indemnified Party relating to:

(a) the breach of any representation or warranty made by SAM or SS OP Holdings and contained in Article 3 ;

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(b) the breach or failure to perform any covenant or agreement made or undertaken by SAM or SS OP Holdings in this Agreement;

(c) the Excluded Assets; and

(d) the Excluded Liabilities.

7.2 Contributee Indemnification . From and after the Closing, subject to the limitations and other provisions of this Article 7 , Contributee and SST II jointly and severally agree to indemnify, defend and hold SAM, SS OP Holdings, and their respective officers, directors, stockholders, partners, managers, and members and their respective heirs, legatees, devisees, executors, administrators, trustees, personal representatives, successors and assigns (each, a “ Contributor Indemnified Party ”), harmless from and against any and all Losses incurred by any Contributor Indemnified Party relating to:

(a) the breach by Contributee or SST II of any representation or warranty made by Contributee or SST II and contained in Article 4 ;

(b) the breach or failure to perform any covenant or agreement made or undertaken by Contributee or SST II in this Agreement;

(c) the Contributed Assets; and

(d) the Assumed Liabilities.

7.3 Indemnifying Procedures .

(a) Upon receipt by a Contributor Indemnified Party or a Contributee Indemnified Party, as the case may be (the “ Indemnified Party ”), of notice from a Third Party of any action, suit, proceeding, claim, demand or assessment against such Indemnified Party that might give rise to a claim for Losses under this Article 7 , the Indemnified Party shall promptly give written notice thereof to the Contributee, on the one hand, or SAM, on the other hand, as the case may be (the “ Indemnifying Party ”), indicating in reasonable detail the nature of such claim and the basis therefor, including (i) a copy of all papers served with respect to any such action, and (ii) the Indemnified Party’s best estimate of the amount of Losses that may arise from any such action; provided , however , that failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been prejudiced as a result of such failure. The Indemnifying Party will have thirty (30) days after such notice is given (the “ Notice Period ”) to notify the Indemnified Party (i) whether or not it disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand, and (ii) whether or not it desires, at the cost and expense of the Indemnifying Party, to defend the Indemnified Party with respect to the Third Party claim; provided , however , that, upon notice thereof to the Indemnifying Party, any Indemnified Party is hereby authorized, but is not obligated, prior to the Notice Period, to file any motion, answer or other pleading that it reasonably shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against the Third Party claim, the Indemnifying Party will have the right to control the defense of such matter by all appropriate proceedings and with counsel of its own choosing, at its sole cost and expense, and to compromise or settle such matter; provided , however , that the Indemnifying Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to such matter without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned), unless the terms of such settlement shall contain as an unconditional term thereof a full and complete release of the Indemnified Party by the Third Party. If the Indemnified Party desires to participate in any such defense,

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it may do so at its sole cost and expense, and in a manner so as not to unreasonably interfere with the defense of such matter by the Indemnifying Party. If the Indemnifying Party fails to respond to the Indemnified Party within the Notice Period, elects not to defend the Indemnified Party, or after electing to defend fails to commence or reasonably pursue such defense, then the Indemnified Party shall have the right, but not the obligation, to undertake or continue the defense of, and to compromise or settle (exercising reasonable business judgment), the matter; provided , however , that any such compromise or settlement consists solely of money damages to be borne by the Indemnifying Party and otherwise shall be reasonably satisfactory to the Indemnifying Party and shall contain as an unconditional term thereof a full and complete release of the Indemnifying Party by the Third Party in form and substance reasonably satisfactory to the Indemnifying Party. Payments to the Indemnified Party for Losses for Third Party claims which are otherwise covered by the indemnification obligations herein shall not be required except to the extent that the Indemnified Party has expended or simultaneously with such payment will expend, out-of-pocket sums. If the Indemnifying Party has assumed the defense of a Third Party claim, it shall reasonably proceed with such defense and promptly notify the Indemnified Party if it proposes to compromise or settle such Third Party claim in accordance with this Section  7.3 . In any event in which the Indemnifying Party has assumed the defense of a Third Party claim, the Indemnified Party and its counsel shall cooperate with the Indemnifying Party and its counsel; provided , however , that the foregoing shall not prevent the Indemnified Party from taking the position that it is entitled to indemnification hereunder.

(b) In the event any Indemnified Party should have an indemnification claim against any Indemnifying Party under a Transaction Document that does not involve a claim by a Third Party, the Indemnified Party, as quickly as is practicable (but in any event within thirty (30) days after first becoming aware of an indemnification claim) and by the most expeditious means available (promptly confirmed in writing), shall deliver notice of such claim to the Indemnifying Party indicating in reasonable detail the nature of such claim and the basis therefor, including the Indemnified Party’s best estimate of the amount of Losses that may arise from any such claim. The failure by any Indemnified Party to so notify the Indemnifying Party shall relieve the Indemnifying Party from any liability that it may have to such Indemnified Party to the extent that the Indemnifying Party has been prejudiced by such failure.

(c) SST II and the Contributee shall, as well as their respective directors, officers, partners, and employees and the Contributee’s attorneys, accountants and agents to, at the request of SAM, cooperate with SAM as may be reasonably required in connection with the investigation and defense of any Third Party claim, Action or investigation relating to SAM’s business, the Excluded Assets or the Excluded Liabilities that is brought against SAM or any of its Affiliates relating in any way to the Business at any time on or after the Closing. Likewise, SAM shall, and shall instruct its directors, managers, officers, employees, attorneys, accountants and agents to, at Contributee’s request, cooperate with Contributee as may be reasonably required in connection with the investigation and defense of any Third Party claim, Action, or investigation relating to the Contributed Assets or the Assumed Liabilities that is brought against Contributee or SST II or any of their respective Affiliates at any time on or after the Closing.

7.4 Survival .

(a) All covenants, agreements, representations and warranties of any Party under this Agreement, subject to the limitations specified in Section  7.4(b) , (c) and (d) , shall survive the Closing, and any indemnification claim asserted in accordance with Section  7.3 prior to the expiration of the applicable survival period shall continue in effect with respect to such claim until such claim shall have been finally resolved or settled.

(b) Except as otherwise provided in Section  7.4(d) or (e) , the obligations of the Contributor under Section  7.1(a) shall survive the Closing until the expiration of twelve (12) consecutive months after the Closing Date, with respect to claims made by Contributee Indemnified Parties by notice in writing to SAM, received on or before such last day.

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(c) Except as otherwise provided in Section  7.4(d) or (e) , the obligations of the Contributee and SST II under Section  7.2(a) shall survive the Closing until the expiration of twelve (12) consecutive months after the Closing Date, with respect to claims made by Contributor Indemnified Parties by notice in writing to the Contributee, received on or before such last day.

(d) Notwithstanding the provisions of Section  7.4(a) , 7.4(b) and 7.4(c) , the obligations of:

(i) SAM in accordance with Section  7.1(a) with respect to the warranties and representations contained in Section  3.1 , Section  3.2 , Section  3.8(a) , the third sentence of Section  3.11 , and Section  3.12 (the “ Fundamental Representations ”) shall survive the Closing for a period of three (3) years;

(ii) SAM in accordance with Section  7.1(b) , (c) and (d)  with respect to any covenants and agreements to be performed and complied with following the Closing and with respect to the Excluded Assets and the Excluded Liabilities, in each case, shall survive the Closing indefinitely;

(iii) Contributee and SST II in accordance with Section  7.2(a) with respect to the warranties and representations contained in Section  4.1 , Section  4.2 and Section  4.4 shall survive the Closing for a period of three (3) years; and

(iv) Contributee and SST II in accordance with Section  7.2(b) , (c) and (d)  with respect to any covenants and agreements to be performed and complied with following the Closing and with respect to the Contributed Assets and the Assumed Liabilities, in each case, shall survive the Closing indefinitely.

(e) The limitations under Sections 7.4(b) and (c)  shall not apply in respect of claims for Fraud.

7.5 Limitations . Notwithstanding anything to the contrary contained in this Agreement or in any other Transaction Document:

(a) Other than with respect to any claim for breach of a Fundamental Representation, the Contributee Indemnified Parties shall not be entitled to indemnification pursuant to Section  7.1(a) with respect to any claim for indemnification unless and until the amount of Losses (excluding costs and expenses of the Contributee Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Contributee Indemnified Party for any individual occurrence exceeds $50,000 (the “ Per-Claim Basket ” and any such Losses disregarded pursuant to this Section  7.5(a) , an “ Ineligible Loss ”), after which, subject to Section  7.5(b) , the Contributee Indemnified Parties shall be entitled to indemnification for such Losses with respect to such occurrence and not only those in excess of the Per-Claim Basket.

(b) Other than with respect to any claim for breach of a Fundamental Representation, the Contributee Indemnified Parties shall not be entitled to indemnification pursuant to Section  7.1(a) with respect to any claim for indemnification unless and until the aggregate amount of Losses (excluding (x) Ineligible Losses and (y) costs and expenses of the Contributee Indemnified Parties incurred in connection with making such claims under this Agreement) incurred by the Contributee Indemnified Parties exceeds $1,150,000 (the “ Basket Amount ”), after which the Contributee Indemnified Parties shall only be entitled to indemnification for such Losses to the extent such Losses exceed the Basket Amount.

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(c) Other than with respect to any claim for breach of a Fundamental Representation, the aggregate amount of Losses for which the Contributee Indemnified Parties shall be entitled to indemnification pursuant to Section  7.1(a) will not exceed $11,500,000 the “ Cap ”); provided , however , that, notwithstanding the foregoing or anything else to the contrary, (i) in no event shall SAM have any Liability under Section  7.1(a) in excess of the Cap and (ii) the aggregate Liability of SAM and SS OP Holdings in respect of claims for indemnification pursuant to this Agreement (including under any provision of this Article 7 ) will not exceed the Contribution Value.

(d) If SAM or SS OP Holdings breaches any representation or warranty for which indemnification may be provided under Section  7.1(a) , then, solely for purposes of calculating the dollar amount of Losses for which any Contributee Indemnified Party is entitled to indemnification for such breach, each of such representations and warranties that contain any qualification as to “material,” “Material Adverse Effect” and similar qualifiers will be deemed and interpreted to be a representation or warranty made without such qualification. If Contributee or SST II breaches any representation or warranty for which indemnification may be provided under Section  7.2(a) , then, solely for purposes of calculating the dollar amount of Losses for which any Contributor Indemnified Party is entitled to indemnification for such breach, each of such representations and warranties that contain any qualification as to “material,” “Material Adverse Effect” and similar qualifiers will be deemed and interpreted to be a representation or warranty made without such qualification.

(e) The amount of any Loss for which indemnification is provided under this Article 7 shall be net of (i) any amounts recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any Third Party, (ii) third party insurance proceeds (for the avoidance of doubt, not including self-insurance or insurance with a captive insurance Affiliate) or other sources of reimbursement received, which shall be an offset against such Loss, and (iii) an amount equal to the present value of the Tax benefits available to the Indemnified Party attributable to such Loss. The Indemnified Party shall use commercially reasonable efforts to seek recovery from all such sources to minimize any Loss for which indemnification is provided under this Article 7 . If the amount to be netted hereunder from any payment required under this Article 7 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article 7 , the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article 7 had such determination been made at the time of such payment.

7.6 Exclusive Remedy . The Parties acknowledge and agree that the remedies provided for in this Agreement and the other Transaction Documents shall be the Parties’ sole and exclusive remedies with respect to the subject matter of this Agreement and of the other Transaction Documents, other than for a claim of Fraud and further that nothing in this Agreement shall operate to limit the rights of the Parties to seek equitable remedies (including injunctive relief or specific performance). No amount shall be recoverable under this Agreement by any Indemnified Party to the extent such Party has asserted a claim and received indemnification for such Loss under any Transaction Document other than this Agreement or under applicable Law. It is the Parties’ intention that the indemnification provisions set forth in this Agreement shall control and determine the Parties’ respective rights and obligations concerning any claims with respect to the Contributed Assets, the Excluded Assets, the Assumed Liabilities or the Excluded Liabilities.

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7.7 Nature of Damages . Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, in no event shall any Indemnifying Party be liable to any Indemnified Party for any consequential, punitive, exemplary indirect, incidental or other similar damages, including lost profits, loss of enterprise value, diminution in value of any business, damage to reputation or loss of goodwill, or any damages calculated based on a multiple of profits, revenue or any other financial metric, except to the extent such damages are finally and actually paid by the Indemnified Party to an unaffiliated Third Party in connection with a claim against the Indemnified Party.

7.8 Method of Payment . All amounts due and payable from an Indemnifying Party to an Indemnified Party shall be made by wire transfer of immediately available funds within five (5) Business Days following final determination of a claim pursuant to Section  7.3 , provided , however , that at SAM’s sole discretion, any amount payable to a Contributee Indemnified Party pursuant to this Article 7 may be satisfied in cash, OP Units or both. In the event that SAM elects to satisfy or settle any claim for indemnification hereunder pursuant to the proviso of the foregoing sentence, then the Contributee Indemnified Parties shall receive a number of OP Units (as equitably adjusted from time to time in respect of any conversion, split, combination, recapitalization or the like affecting the OP Units) equal to the quotient obtained by dividing (a) the sum of (i) the amount of Losses indemnifiable by SAM hereunder and elected by SAM to be paid in OP Units, minus (ii) the amount of Losses indemnifiable by SAM hereunder and elected by SAM to be paid in cash, by (b) the then-current value of the OP Units, determined as provided in Schedule 7.8 (as equitably adjusted from time to time in respect of any conversion, split, combination, recapitalization or the like affecting the OP Units).

7.9 Tax Treatment of Indemnity Payments . Any payments made to any Party pursuant to this Article 7 shall constitute an adjustment of the Contribution Value for income tax purposes and shall be treated as such by the Contributor and the Contributee on their Tax Returns to the extent permitted by applicable Law.

ARTICLE 8

GENERAL

8.1 Schedules; Exhibits; Integration . Each schedule and exhibit delivered pursuant to the terms of this Agreement shall be in writing and shall constitute a part of this Agreement. This Agreement (and such schedules and exhibits), together with the other Transaction Documents, constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection therewith.

8.2 Interpretation . For all purposes of the Transaction Documents, except as otherwise specifically stated therein:

(a) the terms defined in Article 9 have the meanings assigned to them in Article 9 and include the plural as well as the singular;

(b) all accounting terms not otherwise defined herein have the meanings assigned under GAAP;

(c) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms;

(d) words defined as one part of speech (such as a noun) include a corresponding meaning when used as another part of speech (such as a verb);

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(e) the words “include” and “including” shall be without limitation and shall be construed to mean “include, but not be limited to” or “including, without limitation;”

(f) references to exhibits, schedules, Articles, Sections and paragraphs shall be references to the exhibits, schedules, Articles, Sections and paragraphs of this Agreement;

(g) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

(h) references to “writing” or comparable expressions includes a reference to facsimile transmission, email or comparable means of communication; and

(i) any Law defined or referred to in this Agreement or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws and the related regulations and published interpretations thereof; provided that for purposes of any of the representations or warranties contained in this Agreement that are made as of a specific date or dates, references to any Law shall be deemed to refer to such Law, as amended, modified and/or supplemented and to regulations thereunder, and published interpretations thereof, in each case as of such specified date or dates.

8.3 Submission to Jurisdiction; Governing Law; Waiver of Jury Trial . The Parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state and federal courts located in Wilmington, Delaware for the purpose of any Action arising out of or based upon any of the Transaction Documents (“ Covered Matters ”), (b) agree not to commence any Action arising out of, or based upon, any Covered Matters except in the state courts or federal courts located in Wilmington, Delaware, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper or that this Agreement or the subject matter of any Covered Matter may not be enforced in or by such court. All Covered Matters shall be governed by, interpreted and construed in accordance with the Laws of the State of Delaware without regard to conflict of law principles that would result in the application of any Law other than the Law of the State of Delaware. Each Party hereby waives, to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect of any Covered Matter. Each Party hereto (i) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such Party would not, in the event of any Covered Matter, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other Parties have been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section  8.3 .

8.4 Amendment; Waiver . Subject to compliance with applicable Law, the provisions of this Agreement may not be amended, modified, or supplemented without the prior written consent of SAM, SS OP Holdings, the Contributee, and SST II. No waiver by any of the Parties of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and executed by the party sought to be charged with such waiver. No waiver by any of the Parties any default, misrepresentation or breach of representation, warranty, covenant or other agreement hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

8.5 Specific Performance . The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state court located in Wilmington, Delaware in addition to any other remedy to which they are entitled at law or in equity. Any requirements for the securing or posting of any bond with such remedy are hereby waived.

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8.6 Time of the Essence . Time is of the essence with regard to all obligations under this Agreement.

8.7 Assignment . No Transaction Document or any rights or obligations under any of them are assignable without the prior written consent of all of the Parties.

8.8 Headings . The descriptive headings of the articles, sections and subsections of this Agreement are for convenience only and do not constitute a part of this Agreement.

8.9 Recitals . The recitals are fully incorporated into this Agreement by reference.

8.10 Parties in Interest . This Agreement shall be binding upon, and inure to the benefit of, each Party, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement. Nothing in this Agreement is intended to relieve or discharge the obligation of any third Person to any Party to this Agreement.

8.11 Notices . Any notice or other communication hereunder must be given in writing and either (a) delivered in Person, (b) transmitted by electronic mail or facsimile, (c) transmitted by telefax or telecommunications mechanism, provided that receipt is confirmed and any notice so given is also mailed as provided in the following clause (d), or (d) mailed by certified or registered mail, postage prepaid, return receipt requested as follows:

If to SAM or SS OP Holdings, addressed to:

SmartStop Asset Management, LLC

10 Terrace Road

Ladera Ranch, CA 92694

Attention: H. Michael Schwartz

Email: hms@sam.com

With a copy (which shall not constitute notice) to :

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, California 92626

Attention: William Cernius

Email: William.Cernius@LW.com

If to the Contributee or SST II, addressed to:

Strategic Storage Trust II, Inc.

10 Terrace Road

Ladera Ranch, CA 92694

Attention: H. Michael Schwartz

Email: hms@sam.com

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With a copy (which shall not constitute notice) to :

Nelson Mullins Riley & Scarborough LLP

201 17 ^th Street NW, Suite 1700

Atlanta, GA 30363

Attention: Michael K. Rafter, Esq.

Email: mike.rafter@nelsonmullins.com

or to such other address or to such other Person as each Party shall have last designated by such notice to the other Parties. Each such notice or other communication shall be effective (i) when delivered in Person, (ii) if given by telecommunication, when transmitted to the applicable number so specified in (or pursuant to) this Section  8.11 and an appropriate confirmation is received, and (iii) if given by mail, three (3) Business Days after delivery or the first attempted delivery.

8.12 Expenses . Except as otherwise set forth in this Agreement, each of SAM and Contributee shall pay its own expenses incident to the negotiation, preparation and performance of this Agreement and the transactions contemplated hereby, including, but not limited to, the fees, expenses and disbursements of its accountants and counsel and, to the extent required hereunder, the fees and expenses of securing third party consents and approvals required to be obtained by it.

8.13 Representation By Counsel; Interpretation . Each of SAM, SS OP Holdings, the Contributee, and SST II acknowledges that each Party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the Contributee and SAM.

8.14 Severability . If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any Governmental Entity, the remaining provisions of this Agreement shall remain in full force and effect; provided that the essential terms and conditions of this Agreement for all Parties remain valid, binding and enforceable. In the event of any such determination, the Parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intents and purposes hereof. To the extent permitted by Law, the Parties hereby to the same extent waive any provision of Law that renders any provision hereof prohibited or unenforceable in any respect.

8.15 Counterparts . This Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile, and each of which shall be deemed an original of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same Agreement.

8.16 Attorney-Client Privilege . SST II and the Contributee acknowledge that Latham & Watkins LLP (“ Prior Company Counsel ”) has represented Contributor and their respective officers, employees and directors in one or more matters relating to Transaction Documents or the transactions contemplated thereby. SST II and Contributee agree that any attorney-client privilege, attorney work-product protection or the expectation of client confidence with respect to such representation, including all communications among Prior Company Counsel and the Contributor in preparation for, and negotiation and consummation of, the transactions contemplated by the Transaction Documents, shall survive the Closing and shall remain in effect unless or until otherwise waived. SST II and the Contributee agree that all such rights shall continue to reside with the Contributor, shall not pass to or be claimed or used by SST II or the Contributee and shall be excluded from the Contributed Assets. SST II and the Contributee further acknowledge that any advice given to or communication with the Contributor shall not be subject to any joint privilege and shall be owned solely by the Contributor.

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ARTICLE 9

DEFINITIONS

For all purposes of the Transaction Documents, except as otherwise expressly provided or unless the context in which a term is used clearly requires otherwise:

“ ABEO Amount ” has the meaning as set forth in Section  6.6(c) .

“ Accrued Business Employee Obligations ” has the meaning as set forth in Section  5.3(c) .

“Action” means any action, complaint, petition, suit or other legal proceeding, whether civil or criminal, in law or in equity, or before any arbitrator or Governmental Entity.

“Adjustment Amount” or “Adjustment Amounts” has the meaning set forth in Section  6.6(b) .

“Administrative Services Agreement” means that certain agreement of even date herewith among SAM, SS OP Holdings, SST II, and the Contributee, providing for the performance of various administrative services by the Contributee or SAM, respectively, substantially in the form as set forth in Exhibit E hereto.

“Affiliate” means with respect to any Person, any other Person that controls, is controlled by or is under common control with such Person. For purposes of this definition, “control” (including, with its correlative meanings, the terms “controlling,” “controlled by,” and “under common control with”) as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through ownership of voting securities or equity interests, by Contract or otherwise.

“Agreement” has the meaning as set forth in the introductory paragraph.

“ Arbiter ” has the meaning as set forth in Section  6.6(d) .

“Assigned Contracts” has the meaning as set forth in Section  1.5 .

“Assignment of Contracts Agreement” has the meaning as set forth in Section  2.2(c) .

“Assignment of Domain Names” means an assignment in substantially the form attached to the Agreement as Exhibit C assigning and transferring the Domain Names identified therein to the assignee named therein, as amended from time to time.

“Assignment of Trademarks” means an assignment in substantially the form attached to the Agreement as Exhibit D assigning and transferring the trademarks identified therein to the assignee named therein, as amended from time to time.

“Assumed Liabilities” has the meaning as set forth in Section  1.3 .

“ Basket Amount ” has the meaning as set forth in Section  7.5(b) .

“Bill of Sale and Assumption Agreement” has the meaning as set forth in Section  2.2(a) .

“Bonus Liabilities” has the meaning as set forth in Section  5.3(c) .

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“Business” has the meaning as set forth in the Recitals.

“Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking and other deposit gathering institutions in the Borough of Manhattan, City and State of New York are authorized or required by applicable Law to be closed.

“Business Employee” means a US Continuing Employee or a Canadian Employee.

“Canadian Employee” has the meaning set forth in Section  5.3(b) .

“Canadian Plan” has the meaning as set forth in Section  3.14(a) .

“ Cap ” has the meaning as set forth in Section  7.5(c) .

“ Cash Consideration ” has the meaning as set forth in Section  1.4 .

“ Class  A-1 OP Units ” has the meaning set forth in Section  1.4 .

“Class  A-2 OP Units” has the meaning set forth in Section  1.4 .

“Closing” has the meaning as set forth in Section  2.1 .

“Closing Date” has the meaning as set forth in Section  2.1 .

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

“Code” means the Internal Revenue Code of 1986.

“Contract” means any binding agreement or contract, including any understanding, arrangement, instrument, note, guaranty, indemnity, representation, warranty, deed, lease, assignment, power of attorney, certificate, purchase order, work order, insurance policy, benefit plan, commitment, covenant, assurance or obligation of any kind or nature.

“Contributed Assets” has the meaning as set forth in Section  1.1 .

“Contributee” has the meaning as set forth in the introductory paragraph of this Agreement.

“Contributee Indemnified Party” has the meaning as set forth in Section  7.1 .

“Contribution Value” has the meaning as set forth in Section  1.4 .

“Contributor” has the meaning as set forth in the introductory paragraph to this Agreement.

“Contributor Consents” has the meaning as set forth in Section  3.4 .

“Contributor Indemnified Party” has the meaning as set forth in Section  7.2 .

“Copyrights” means copyrights, whether registered or unregistered, in published works and unpublished works, and pending applications to register the same.

“Covered Matters” has the meaning as set forth in Section  8.3 .

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“D&O Indemnified Parties” has the meaning as set forth in Section  6.3(a) .

“Domain Names” means Internet domain names.

“Employee Plan” means each (i) employee benefit plan (as defined in Section 3(3) of ERISA), (ii) nonqualified deferred compensation plan (as defined in Section 409A of the Code), or (iii) employment, severance, change-in-control, bonus, incentive, equity compensation, health, welfare, or fringe benefit, retirement, and any other compensatory or employee benefit plan, contract or arrangement of any kind (whether or not subject to ERISA, written or oral, qualified or nonqualified, funded or unfunded, foreign or domestic, currently effective or terminated), under which any present or former employee, independent contractor, officer or director of SSA or any SSA Subsidiary has any present or future right to benefits, or with respect to which SSA or any SSA Subsidiary could reasonably be expected to have any Liability.

“Encumbrance” means any lien, encumbrance, security interest, charge, mortgage, deed of trust, deed to secure debt, option, pledge or restriction (whether on voting, sale, transfer, disposition or otherwise) on transfer of title.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ ERISA Affiliate ” shall mean any other corporation or trade or business that would be treated as a single employer with SAM, SS OP Holdings, SSA or any SSA Subsidiary under Code Section 414 or Section 4001(a)(14) or 4001(b) of ERISA.

“Excluded Assets” has the meaning as set forth in Section  1.2 .

“Excluded Liabilities” has the meaning as set forth in Section  1.3 .

“ Existing Debt ” has the meaning as set forth in Section  1.4 .

“Fraud” means an act, committed by or on behalf of a Party, with intent to deceive another Party to enter into this Agreement, and requires (i) a false representation of material fact made in this Agreement (with respect to (a) SAM and SS OP Holdings, the making of the representations expressly set forth in Article 3 , and (b) the Contributee and SST II, the making of the representations expressly set forth in Article 4 ), (ii) with actual knowledge (as opposed to constructive, imputed or implied knowledge) that such representation is false, (iii) with an intention to induce the Party to whom such representation is made to act or refrain from acting in reliance upon it, (iv) causing that Party, in justifiable or reasonable reliance upon such false representation and with ignorance to the falsity of such representation, to take or refrain from taking action, (v) causing such Party to suffer damage by reason of such reliance and (vi) compliance with any other applicable legal requirements for asserting a claim of fraud (including, pleading with particularity).

“Fundamental Representations ” has the meaning as set forth in Section  7.4(d)(i) .

“GAAP” means United States generally accepted accounting principles.

“Governmental Entity” means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality in each case of any government, whether federal, provincial, state or local, domestic or foreign.

“ Indemnified Party ” has the meaning as set forth in Section  7.3(a) .

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“ Indemnifying Party ” has the meaning as set forth in Section  7.3(a) .

“ Ineligible Loss ” has the meaning as set forth in Section  7.5(a) .

“Intellectual Property” means any Marks, Patents, Copyrights, Trade Secrets, Software or Domain Names.

“IRS” means the Internal Revenue Service or any successor entity.

“ Key Employees ” means the individuals listed on Schedule 2.2(h) .

“Key Person Agreements” has the meaning set forth in Section  2.2(h) .

“ Knowledge ” or “ to the knowledge ” of any Party means (a) in the case of SST II, the actual knowledge of the individuals listed in Schedule 9.1(a) , (b) in the case of the Contributee, the actual knowledge of the individuals listed in Schedule 9.1(b) , and (c) in the case of SAM, the actual knowledge of the individuals listed in Schedule 9.1(c) .

“Law” means any constitutional provision, statute or other law, rule, regulation, or interpretation of any Governmental Entity, and any Order.

“Liability” means all indebtedness, obligations and other liabilities of a Person (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due), including those arising under any Law, Action, investigation, inquiry or Order and those arising under any Contract.

“Loss ” or “ Losses” means any and all costs, expenses, direct losses or damages, fines, penalties or Liabilities (including interest which may be imposed or incurred in connection therewith, court costs, litigation expenses, reasonable attorneys’ fees and costs).

“Mark” means any brand name, logos, service mark, trademark, trade name, or trade dress, together with the goodwill connected with the use of and symbolized by, and all registrations or application for registration of, any of the foregoing.

“Material Adverse Effect” means, (i) with respect to the Business, any event, change, condition or occurrence that has or could reasonably be expected to have a material adverse impact or effect on the Contributed Assets, the Assumed Liabilities or the Business, taken as a whole; provided that “ Material Adverse Effect ” shall neither be deemed to include the impact or effect of, nor shall there be taken into account in determining whether there has been a “ Material Adverse Effect ”: (a) changes in Laws or interpretations thereof or binding directives of Governmental Entities, (b) the announcement of this Agreement and the transactions contemplated hereby or the taking of any action contemplated by the Transaction Documents or any of them, (c) changes in GAAP or the interpretations thereof, (d) compliance with, and performance of, this Agreement and the transactions contemplated by this Agreement, (e) changes affecting general economic conditions or the industry in which SAM operates, including competition in any geographic areas in which SAM operates, (f) the failure of SAM to meet projections of earnings, revenues or other financial measures (whether such projections were made by SAM or any independent Third Parties), (g) general political, economic, financial or capital market conditions (including interest rates), (h) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack within or upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, or (i) changes in financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), and (ii) with respect to SAM, SS OP Holdings, SST II or the Contributee, a material adverse effect on the ability of such Person, in a timely manner, to enter into, to perform its obligations under, or to consummate the transactions contemplated by, this Agreement.

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“Non-Compete Cancellation Event” means the occurrence of any of the following: (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act is or becomes the “beneficial owner” (as defined in rule 13d-3 under the Exchange Act), directly or indirectly, of securities of SST II representing a majority of the voting power of SST II’s then outstanding securities, (ii) a change in the composition of the board of directors of SST II occurs such that the individuals who, as of immediately after the Closing, constitute the board of directors of SST II cease for any reason to constitute at least a majority of the board of directors of SST II, other than in the case of any individual who becomes a member of the board of directors of SST II subsequent to the Closing whose election or nomination for election by SST II’s equityholders was approved by a vote of at least a majority of those individuals who were former members of the board of directors of SST II, (iii) a reorganization, merger or consolidation, sale or other disposition of all or substantially all of the assets of SST II or other transaction is consummated (other than a transaction between SST II or one of its Affiliates, on the one hand, and any entity that is, at the time of such transaction, sponsored or advised by SAM or SST II or their Affiliates, on the other hand), unless, in each case, immediately following such transaction or disposition, the individuals and entities who were the beneficial owners of the voting securities of SST II immediately prior to the transaction or disposition beneficially own, directly or indirectly, a majority of the voting power of the then outstanding voting securities of the surviving entity in the transaction or disposition (including an entity which as a result of such transaction owns SST II or all or substantially all of its assets), or (iv) H. Michael Schwartz is removed either as a member of the board of directors or as an executive officer of SST II for any reason other than for Cause (as that term is defined in SST II’s Executive Severance and Change of Control Plan in existence as of the date of this Agreement).

“Notice Period” has the meaning as set forth in Section  7.3(a) .

“OP Units” has the meaning as set forth in Section  1.4 .

“Operating Partnership” has the meaning as set forth in the introductory paragraph of this Agreement.

“Operating Partnership Agreement” means that certain Third Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership II, L.P. entered into concurrently herewith.

“Order” means any decree, injunction, judgment, order, ruling, assessment or writ of a Governmental Entity or arbitration award.

“Organizational Documents” means the articles of incorporation, certificate of incorporation, charter, bylaws, articles of formation or organization, certificate of formation or organization, regulations, operating agreement, limited liability company agreement, certificate of limited partnership, partnership agreement, and all other similar documents, instruments, or certificates executed, adopted, or filed in connection with the creation, formation, or organization of a Person, including any amendments thereto.

“Parties” has the meaning as set forth in the introductory paragraph.

“Party” has the meaning as set forth in the introductory paragraph.

“Patents” means all patents and patent applications.

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“ Per-Claim Basket ” has the meaning as set forth in Section  7.5(a) .

“Permit” means any license, permit, franchise, certificate of authority, approval, registration, or authorization, or any waiver of the foregoing, required to be issued by any Governmental Entity.

“ Permitted Encumbrance ” means (i) mechanics, materialmen’s and similar Encumbrances with respect to any amounts not yet due and payable or which are being contested in good faith through (if then appropriate) appropriate proceedings, (ii) Encumbrances for Taxes not yet delinquent or which are being contested in good faith through (if then appropriate) appropriate proceedings, (iii) Encumbrances on real property (including easements, covenants, rights of way and similar restrictions of record) that (A) would be disclosed by a physical inspection of such real property, or (B) do not materially interfere with the present uses of such real property, and (iv) to the extent terminated in connection with the payment of Existing Debt, Encumbrances securing payment, or any other obligations, of the Contributor, SSA or any SSA Subsidiary with respect to such Existing Debt.

“Permitted Transfer” means (1) a Transfer or all or a portion of the OP Units to any Affiliate of SAM or SS OP Holdings, or any of their respective current or former employees; (2) a Transfer of all or a portion of the OP Units to any Person established and held for the direct or indirect benefit of a holder of the OP Units (including pursuant to a Transfer permitted by clause (4) below) or his or her respective family members, provided that any such Transfer shall not involve a disposition for value other than equity interests in any such Person; (3) a Transfer of all or a portion of the OP Units to SAM, a member or economic interest owner of SAM or parent or subsidiary of SAM in accordance with applicable securities laws; or (4) a Transfer of all or a portion of the OP Units as required by applicable Law or Order.

“Person” means an association, a corporation, an individual, a limited liability company, a partnership (whether general or limited), a trust (whether inter vivos or testamentary) or any other entity or organization, whether organized for profit or not for profit, and including a Governmental Entity.

“Personal Property” means machinery, computer programs, computer software, tools, motor vehicles, office equipment, inventories, supplies, plant, spare parts, and other tangible or intangible personal property, excluding, however, furniture, fixtures, and equipment, and Contracts, Permits or Intellectual Property.

“ Positive True-Up Amount ” has the meaning as set forth in Section  6.6(c) .

“ PTO ” has the meaning as set forth in Section  3.16(d) .

“ PTO Liabilities ” has the meaning as set forth in Section  5.3(c) .

“ Real Property ” has the meaning as set forth in Section  3.10(a) .

“ Redemption of Limited Partner Interest Agreement ” means that certain Redemption of Limited Partner Interest Agreement, dated of even date herewith by and among SST II, SST II Advisor, and the Contributee, as the same may be amended.

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated of even date herewith, by and among SST II and SS OP Holdings, as the same may be amended.

“Regulation D” has the meaning as set forth in Section  3.19(a) .

“ REIT” means a “real estate investment trust” within the meaning of Code Section 856.

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“REIT Shares” means shares of common stock, par value $0.001 per share, in SST II (or successor entity, as the case may be), the terms and conditions of which are set forth in the charter of SST II filed with the State Department of Assessments and Taxation of Maryland, as amended, supplemented, or restated from time to time.

“Rule 3-05 Audit” has the meaning as set forth in Section  6.7 .

“SAM” has the meaning as set forth in the introductory paragraph of this Agreement.

“SAM Financial Statements” has the meaning as set forth in Section  3.6(a) .

“Securities Act” means the Securities Act of 1933, as amended.

“Self Storage Programs” means the self storage-focused programs advised or sponsored by SST II, including SST IV and SSGT II, as well as any future self storage-focused programs so advised or sponsored.

“Software” means computer software or middleware.

“SS OP Holdings” has the meaning as set forth in the introductory paragraph of this Agreement.

“SSA Contracts” has the meaning as set forth in Section  3.13 .

“ SSA Subsidiary ” and “ SSA Subsidiaries ” have the meaning as set forth in the Recitals.

“SSGT II” has the meaning as set forth in the Recitals.

“SST II” has the meaning as set forth in the introductory paragraph of this Agreement.

“SST II Advisor” means Strategic Storage Advisor II, LLC.

“SST II Required Third Party Consents” has the meaning as set forth in Section  4.3 .

“SST IV” has the meaning as set forth in the Recitals.

“Tax” means any gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, escheatment or unclaimed property, assessable payment under Code Section 4980H, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not, and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person, including pursuant to any tax sharing agreement or any other contract relating to the sharing or payment of any such tax, pursuant to operation of Law or otherwise.

“Tax Return” means any return (including any information return), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Taxing Authority in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any Law relating to any Tax, including any amendment thereof.

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“Taxing Authority” means the IRS or any other Governmental Entity responsible for the administration of any Tax.

“Third Party” means any Person other than any Party .

“Trademark License Agreement” means that certain Trademark and Domain Names License Agreement by and between Contributee and SAM, dated as of June 28, 2019.

“Trade Secrets” means all know-how, trade secrets or other proprietary information.

“Transaction Documents” means this Agreement, the Bill of Sale and Assumption Agreement, the Assignment of Domain Names, the Assignment of Trademarks, the Assignment of Contracts Agreement, the Redemption of Limited Partner Interest Agreement, the Key Person Agreements, the Registration Rights Agreement, the Operating Partnership Agreement, and any amendments to any of them.

“Transfer” has the meaning as set forth in Section  6.5 .

“Transfer Date” has the meaning as set forth in Section  5.3(a) .

“ TriNet ” means TriNet Group, Inc.

“ True-Up Statement ” has the meaning as set forth in Section  6.6(a) .

“US Continuing Employee” has the meaning as set forth in Section  5.3(a) .

“US Plan” has the meaning as set forth in Section  3.14(a) .

[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

[Signature page to Contribution Agreement]

[Signature page to Contribution Agreement]

Exhibit 10.2

THIRD AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P.

Strategic Storage Operating Partnership II, 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 January 9, 2013. This Third Amended and Restated Limited Partnership Agreement (“ Agreement ”) is entered into effective as of June 28, 2019, among Strategic Storage Trust II, Inc., a Maryland corporation (the “ General Partner ”) 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.

WHEREAS , the General Partner and Strategic Storage Advisor II, LLC, as the “Original Limited Partner” entered into that certain Agreement of Limited Partnership of Strategic Storage Operating Partnership II, L.P., dated as of January 10, 2013, pursuant to which the Partnership was formed (the “ Original Agreement ”);

WHEREAS , the General Partner and the Limited Partners entered into a First Amended and Restated Limited Partnership Agreement of the Partnership, dated as of January 10, 2014 (the “ First Amended and Restated Agreement ”), to amend and restate the Original Agreement;

WHEREAS , the General Partner and the Limited Partners entered into a Second Amended and Restated Limited Partnership Agreement of the Partnership (the “ Second Amended and Restated Agreement ”), dated as of November 3, 2014, to designate and reclassify the existing Partnership Units into “Common Units,” reflect the designation of the “Preferred Units,” make certain revisions to the allocation and distribution provisions and make other conforming changes;

WHEREAS , simultaneous with the entry into the Second Amended and Restated Agreement, the General Partner and the Limited Partners entered into Amendment No. 1 to the Second Amended and Restated Limited Partnership Agreement of the Partnership, dated as of November 3, 2014, to establish a new series of “Preferred Units” of Limited Partnership Interest and subsequently issued a certain number of such Preferred Units, which Preferred Units were fully redeemed effective November 9, 2015;

WHEREAS , the General Partner and the Limited Partners entered into Amendment No. 2 to the Second Amended and Restated Agreement, dated as of September 25, 2015, to, among other things, designate and reclassify the existing partnership units into “Class A Common Units” and “Class T Common Units”;

WHEREAS , the General Partner and the Limited Partners entered into Amendment No. 3 to the Second Amended and Restated Agreement, dated as of September 20, 2018, to revise certain definitions to reflect the original intent of the parties;

WHEREAS , concurrently herewith, the Special Limited Partner and the General Partner entered into that certain Redemption of Limited Partner Interest Agreement, whereby the Partnership redeemed the Special Limited Partner interest and other partnership interests held by the Original Limited Partner; and

WHEREAS , the General Partner now desires to amend and restate the Second Amended and Restated Agreement to reflect the redemption of all of the partnership interests held by the Original Limited Partner, the elimination of the Special Limited Partner interest, and to make other conforming amendments.

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NOW, THEREFORE , in consideration of the foregoing, of mutual covenants between the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate the Second Amended and Restated Agreement in its entirety and continue the Partnership as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, as follows:  

ARTICLE 1

DEFINED TERMS

The following defined terms used in this Agreement shall have the meanings specified below:

Act means the Delaware Revised Uniform Limited Partnership Act, as it may be amended from time to time.  

Additional Funds has the meaning set forth in Section 4.3.  

Additional Securities means any additional REIT Shares (other than REIT Shares issued in connection with an exchange pursuant to Section 8.4 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares, as set forth in Section 4.2(a)(ii).  

Adjusted Capital Account means the Capital Account maintained for each Partner as of the end of each Partnership Year (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.701-4(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.  

Administrative Expenses means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expenses of the General Partner, which expenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided , however , that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary Partnership (other than this Partnership) that are owned by the General Partner directly .

Affiliate or Affiliated means, as to any other Person, any of the following:  

(a)    any Person directly or indirectly owning, controlling or holding, with power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person;

(b)    any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with power to vote, by such other Person;

(c)    any Person directly or indirectly controlling, controlled by or under common control with such other Person;

(d)    any executive officer, director, trustee or general partner of such other Person; and

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(e)    any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

Agreed Value means the fair market value of a Partner’s non-cash Capital Contribution as of the date of contribution as agreed to by such Partner and the General Partner. The names and addresses of the General Partner and Limited Partners, number of Partnership Units issued to each of them, and their respective Capital Contributions as of the date of contribution is set forth on Exhibit A .  

Agreement means this Third Amended and Restated Limited Partnership Agreement, as amended, modified supplemented or restated from time to time, as the context requires.  

Articles of Incorporation means the General Partner’s Articles of Incorporation filed with the Maryland State Department of Assessments and Taxation, as amended or restated from time to time.  

Capital Account has the meaning provided in Section 4.4 hereof.  

Capital Contribution means the total amount of cash, cash equivalents, and the Agreed Value of any Property or other asset (other than cash) contributed or agreed to be contributed, as the context requires, to the Partnership by each Partner pursuant to the terms of this Agreement. Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder of the Partnership Interest of such Partner.  

Cash Amount means an amount of cash equal to the product of the Value of one REIT Share and the REIT Shares Amount on the date of receipt by the General Partner of a Notice of Exchange.  

Certificate means any instrument or document that is required under the laws of the State of Delaware, or any other jurisdiction in which the Partnership conducts business, to be signed and sworn to by the Partners of the Partnership (either by themselves or pursuant to the power-of-attorney granted to the General Partner in Section 8.2 hereof) and filed for recording in the appropriate public offices within the State of Delaware or such other jurisdiction to perfect or maintain the Partnership as a limited partnership, to effect the admission, withdrawal, or substitution of any Partner of the Partnership, or to protect the limited liability of the Limited Partners as limited partners under the laws of the State of Delaware or such other jurisdiction.

Class  A REIT Shares means the REIT Shares classified as Class A common stock in the Articles of Incorporation.

Class  A Unit means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class A Unit as provided in this Agreement.

Class  A-1 Unit means a Partnership Unit representing a Limited Partnership Interest issued to SmartStop OP Holdings, LLC pursuant to the Contribution Agreement and having the rights, privileges, limitations, and restrictions described on Exhibit C .

Class  A-2 Unit means a Partnership Unit representing a Limited Partnership Interest issued to SmartStop OP Holdings, LLC as consideration pursuant to the terms of the Contribution Agreement and having the rights, privileges, limitations, and restrictions described on Exhibit D .

Class  T REIT Shares means the REIT Shares classified as Class T common stock in the Articles of Incorporation.

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Class  T Unit means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class T Unit as provided in this Agreement.

Code means the Internal Revenue Code of 1986, as amended, and as hereafter amended from time to time. Reference to any particular provision of the Code shall mean that provision in the Code at the date hereof and any successor provision of the Code.  

Common Stockholders means holders of REIT Shares.  

Common Unit means a Partnership Unit that is not a Preferred Unit or a Class A-2 Unit.  

Contribution Agreement means that certain Contribution Agreement by and among the Partnership, SmartStop OP Holdings, LLC, and various other parties dated June 28, 2019.

Conversion Factor means 1.0, provided that in the event that the General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a Distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date and, provided further, that in the event that an entity other than an Affiliate of the General Partner shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of shares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Exchange after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be determined as if the General Partner had received the Notice of Exchange immediately prior to the record date for such dividend, distribution, subdivision or combination. A separate Conversion Factor shall be determined for each class of Partnership Units by taking into account only the outstanding REIT Shares having the same class designation as the applicable class of Partnership Units.

Designated Individual has the meaning set forth in Section 10.5(a) hereof.

Distributions means any dividends or other distributions of money or other property paid by the General Partner to the holders of its REIT Shares or preferred stock, including dividends that may constitute a return of capital for federal income tax purposes.  

Earn-Out Consideration shall consist of the Class A-2 Units.

Event of Bankruptcy as to any Person means the filing of a petition for relief as to such Person as debtor or bankrupt under the Bankruptcy Code of 1978 or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days); insolvency or bankruptcy of such Person as finally determined by a court proceeding; filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of his assets; commencement of any proceedings relating to such Person as a debtor under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any

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jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided that if such proceeding is commenced by another, such Person indicates his approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days.

Exchanged REIT Shares has the meaning set forth in Section 7.1(e) hereof.

Exchange Right has the meaning provided in Section 8.4(a) hereof.  

Exchanging Partner has the meaning provided in Section 8.4(a) hereof.  

GAAP means generally accepted accounting principles consistently applied as used in the United States.  

General Partner means Strategic Storage Trust II, Inc., a Maryland corporation, and any Person who becomes a substitute or additional General Partner as provided herein, and any of their successors as General Partner.  

General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest. The number of Common Units held by the General Partner equal to one percent (1%) of all outstanding Common Units from time to time is hereby designated as the General Partnership Interest.  

Indemnitee means (i) the General Partner or a director, officer or employee of the General Partner or Partnership, and (ii) such other Persons (including Affiliates of the General Partner or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion.  

Independent Director means a director of the General Partner who is not an officer or employee of the General Partner and meets the requirements for independence as defined by the General Partner’s Articles of Incorporation.  

Joint Venture or Joint Ventures means those joint venture or general partnership arrangements in which the General Partner or the Partnership is a co-venturer or general partner which are established to acquire Properties.  

Limited Partner means any Person named as a Limited Partner on Exhibit A attached hereto, and any Person who becomes a Substitute Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership. A Limited Partner may hold Class A-2 Units, Common Units, Preferred Units, or any combination thereof.  

Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.  

Liquidation Preference means, with respect to any Preferred Unit as of any date of determination, the amount (including distributions accumulated, due or payable through the date of determination) payable with respect to such Preferred Unit (as established by the instrument designating such Preferred Unit) upon the voluntary or involuntary dissolution or winding up of the Partnership as a preference over distributions to Partnership Units ranking junior to such Preferred Unit.  

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Listing means the approval of the REIT Shares, issued by the General Partner pursuant to an effective registration statement, on a National Securities Exchange. Upon Listing, the shares shall be deemed Listed.  

Loss has the meaning provided in Section 5.1(f) hereof.  

National Securities Exchange means any securities exchange registered with the SEC pursuant to Section 6 of the Securities Exchange Act of 1934, as amended.  

Net Sale Proceeds means in the case of a transaction described in clause (a) of the definition of Sale, the net proceeds of any such transaction less the amount of all real estate commissions and closing costs paid by the Partnership. In the case of a transaction described in clause (b) of such definition, Net Sale Proceeds means the net proceeds of any such transaction less the amount of any legal and other selling expenses incurred by the Partnership in connection with such transaction. In the case of a transaction described in clause (c) of such definition, Net Sale Proceeds means the net proceeds of any such transaction actually distributed to the Partnership from the Joint Venture less any expenses incurred by the Partnership in connection with such transaction. In the case of a transaction or series of transactions described in clause (d) of the definition of Sale, Net Sale Proceeds means the net proceeds of any such transaction less the amount of all commissions and closing costs paid by the Partnership. In the case of a transaction described in clause (e) of such definition, Net Sale Proceeds means the net proceeds of any such transaction less the amount of all selling costs and other expenses incurred by the Partnership in connection with such transaction. Net Sale Proceeds shall also include, in the case of any lease of a Property consisting of a building only, any amounts from tenants, borrowers or lessees that the General Partner, in its capacity as general partner of the Partnership determines, in its discretion, to be economically equivalent to the proceeds of a Sale. Net Sale Proceeds shall be calculated after repayment of any outstanding indebtedness secured by the asset disposed of in the sale.

Notice of Exchange means the Notice of Exercise of Exchange Right substantially in the form attached as Exhibit B hereto.  

Offer has the meaning set forth in Section 7.1(b)(ii) hereof.  

Offering means an offering of Stock that is either (a) registered with the SEC, or (b) exempt from such registration, excluding Stock offered under any employee benefit plan.  

Opt-out Election has the meaning set forth in Section 10.5(c) hereof.

Partner means any General Partner or Limited Partner.  

Partner Nonrecourse Debt Minimum Gain has the meaning set forth in Regulations Section 1.704-2(i). A Partner’s share of Partner Nonrecourse Debt Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(i)(5).  

Partnership means Strategic Storage Operating Partnership II, L.P., a Delaware limited partnership.  

Partnership Interest means an ownership interest in the Partnership held by either a limited partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

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Partnership Minimum Gain has the meaning set forth in Regulations Section 1.704-2(d). In accordance with Regulations Section 1.704-2(d), the amount of Partnership Minimum Gain is determined by first computing, for each Partnership nonrecourse liability, any gain the Partnership would realize if it disposed of the property subject to that liability for no consideration other than full satisfaction of the liability, and then aggregating the separately computed gains. A Partner’s share of Partnership Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(g)(1).  

Partnership Record Date means the record date established by the General Partner for the distribution of cash pursuant to Section 5.2 hereof, which record date shall be the same as the record date established by the General Partner for a Distribution to the Stockholders of some or all of its portion of such distribution.

Partnership Representative has the meaning set forth in Section 10.5(a) hereof.

Partnership Unit means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder, including Class A Units, Class A-1 Units, Class A-2 Units, and Class T Units. Without limitation on the authority of the General Partner as set forth in Section 4.2 hereof, the General Partner may designate any Partnership Units, when issued, as Common Units or Preferred Units, may establish any other class of Partnership Units, and may designate one or more series of any class of Partnership Units. The allocation of Partnership Units of each class among the Partners shall be as set forth on Exhibit A , as such Exhibit may be amended from time to time.

Partnership Year  means the fiscal year of the Partnership, which shall be the calendar year.

Percentage Interest means as to a Partner, with respect to any class or series of Partnership Units held by such Partner, its interest in such class or series of Partnership Units as determined by dividing the number of Partnership Units in such class or series owned by such Partner by the total number of Partnership Units in such class or series then outstanding. For purposes of determining the rights and relationships among the various classes and series of Partnership Units, Preferred Units shall not be considered to have any share of the aggregate Percentage Interest in the Partnership unless, and only to the extent, provided otherwise in the instrument creating such class or series of Preferred Units.  

Person means any individual, partnership, limited liability company, corporation, joint venture, trust or other entity.  

Preferred Unit means any Partnership Unit issued from time to time pursuant to Section 4.2 hereof that is specifically designated by the General Partner at the time of its issuance as a Preferred Unit. Each class or series of Preferred Units shall have such designations, preferences, and relative, participating, optional, or other special rights, powers, and duties, including rights, powers and duties senior to the Common Units, all as determined by the General Partner, subject to compliance with the requirements of Section 4.2 hereof.  

Profit has the meaning provided in Section 5.1(f) hereof.  

Property or Properties means the real properties or real estate investments which are acquired by the General Partner either directly or through the Partnership, Joint Ventures, partnerships or other entities.  

Push-out Election has the meaning set forth in Section 10.5(c) hereof.

Received REIT Shares has the meaning set forth in Section 7.1(e) hereof.

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Regulations means the federal income tax regulations promulgated under the Code, as amended and as hereafter amended from time to time. Reference to any particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision of the Regulations.  

Regulatory Allocations has the meaning set forth in Section 5.1(i) hereof.  

REIT means a real estate investment trust under Sections 856 through 860 of the Code.  

REIT Expenses means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any Offering and registration of securities or exemption from registration by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and sales commissions applicable to any such Offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the SEC, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the SEC and any National Securities Exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuance or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.  

REIT Share means a share of common stock, par value $0.001 per share, in the General Partner (or successor entity, as the case may be), including Class A REIT Shares and Class T REIT Shares, the terms and conditions of which are set forth in the Articles of Incorporation.

REIT Shares Amount means a number of REIT Shares equal to the product of the number of Partnership Units offered for exchange by an Exchanging Partner, multiplied by the Conversion Factor as adjusted to and including the Specified Exchange Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “ rights ”), and the rights have not expired at the Specified Exchange Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holders of REIT Shares entitled to rights.  

Sale or Sales means any transaction or series of transactions whereby: (a) the Partnership sells, grants, transfers, conveys or relinquishes its ownership of any Property or portion thereof, including the lease of any Property consisting of the building only, and including any event with respect to any Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (b) the Partnership sells, grants, transfers, conveys or relinquishes its ownership of all or substantially all of the interest of the Partnership in any Joint Venture in which it is a co-venturer or partner; (c) any Joint Venture in which the Partnership is a co-venturer or partner sells, grants, transfers, conveys or relinquishes its ownership of any Property or portion thereof, including any event with respect to any Property which gives rise to insurance claims or condemnation awards; (d) the Partnership sells, grants, conveys, or relinquishes its interest in any asset, or portion thereof, including any event with respect to any asset which gives rise to a significant amount of insurance proceeds or similar awards; or (e) the Partnership sells or otherwise disposes of or distributes all of its assets in liquidation of the Partnership.

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SEC means the Securities and Exchange Commission.  

Securities Act means the Securities Act of 1933, as amended.  

Service means the Internal Revenue Service.  

Specified Exchange Date means the first business day of the month that is at least 60 business days after the receipt by the General Partner of the Notice of Exchange.  

Stock means shares of stock of the General Partner of any class or series, including REIT Shares, preferred stock or shares-in-trust.  

Stockholder Servicing Fee has the meaning set forth in the General Partner’s prospectus.

Stockholders means the registered holders of the General Partner’s Stock.  

Subsidiary means, with respect to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.  

Subsidiary Partnership means any partnership of which the partnership interests therein are owned by the General Partner or a direct or indirect Subsidiary of the General Partner.  

Substitute Limited Partner means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.3 hereof.  

Successor Entity has the meaning provided in the definition of “Conversion Factor” contained herein.  

Surviving General Partner has the meaning set forth in Section 7.1(c) hereof.  

Transaction has the meaning set forth in Section 7.1(b) hereof.  

Transfer has the meaning set forth in Section 9.2(a) hereof.  

Value means , with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount

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includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

ARTICLE 2

PARTNERSHIP FORMATION AND IDENTIFICATION

2.1.     Formation . The Partnership was formed as a limited partnership pursuant to the Act for the purposes and upon the terms and conditions set forth in this Agreement.

2.2.     Name, Office and Registered Agent . The name of the Partnership is Strategic Storage Operating Partnership II, L.P. The specified office and place of business of the Partnership shall be 10 Terrace Road, Ladera Ranch, California 92694. The General Partner may at any time change the location of such office, provided the General Partner gives notice to the Partners of any such change. The name and address of the Partnership’s registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The sole duty of the registered agent as such is to forward to the Partnership any notice that is served on him as registered agent.

2.3.     Partners

(a)    The General Partner of the Partnership is Strategic Storage Trust II, Inc., a Maryland corporation. Its principal place of business is the same as that of the Partnership.

(b)    The Limited Partners are those Persons identified as Limited Partners on Exhibit A hereto, as amended from time to time.

2.4.     Term and Dissolution

(a)    The Partnership shall have perpetual duration, except that the Partnership shall be dissolved upon the first to occur of any of the following events:

(i)    The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;

(ii)    The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);

(iii)    The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or

(iv)    The election by the General Partner that the Partnership should be dissolved.

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(b)    Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.

2.5.     Filing of Certificate and Perfection of Limited Partnership . The General Partner shall execute, acknowledge, record and file at the expense of the Partnership, the Certificate any and all amendments thereto and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

2.6.     Certificates Describing Partnership Units . At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner’s interest in the Partnership, including the number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear a legend to the following effect:

This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Third Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership II, L.P., as amended from time to time.

ARTICLE 3

BUSINESS OF THE PARTNERSHIP

The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act; provided , however , that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, (ii) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to cease qualifying as a REIT, the Partners acknowledge that the General Partner’s current status as a REIT and the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Articles of Incorporation. The General Partner shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

ARTICLE 4

CAPITAL CONTRIBUTIONS AND ACCOUNTS

4.1.     Capital Contributions . The General Partner and Limited Partners have made Capital Contributions to the Partnership in exchange for the Partnership Interests set forth opposite their names on Exhibit A , as amended from time to time.

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4.2.     Additional Capital Contributions and Issuances of Additional Partnership Interests . Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

(a)    Issuances of Additional Partnership Interests.

(i)     General . The General Partner is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Partnership Units for any Partnership purpose at any time or from time to time, to the Partners (including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partner. Any additional Partnership Interests issued thereby may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to any Common Units, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law, including, without limitation: (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided , however , that no additional Partnership Interests shall be issued to the General Partner unless:

(1)    (A) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other interests in the General Partner, which shares or interests have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner by the partnership in accordance with this Section 4.2 (without limiting the foregoing, for example, the Partnership shall issue Partnership Interests consisting of Class A Units to the General Partner in connection with the issuance of Class A REIT Shares and shall issue Partnership Interests consisting of Class T Units to the General Partner in connection with the issuance of Class T REIT Shares) and (B) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with the issuance of such shares of stock of or other interests in the General Partner.

(2)    the additional Partnership Interests are issued in exchange for property owned by the General Partner with a fair market value, as determined by the General Partner, in good faith, equal to the value of the Partnership Interests; or

(3)    additional Partnership Interests are issued to all Partners holding Partnership Units in proportion to their respective Percentage Interests.

In addition, the General Partner may acquire Partnership Interests from other Partners pursuant to this Agreement. In the event that the Partnership issues Partnership Interests pursuant to this Section 4.2(a), the General Partner shall make such revisions to this Agreement (without any requirement of receiving approval of the Limited Partners) as it deems necessary to reflect the issuance of such additional Partnership Interests and any special rights, powers, and duties associated therewith.

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Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership.

(ii)     Upon Issuance of Additional Securities . The General Partner shall not issue any Additional Securities other than to all holders of REIT Shares, unless (A) the General Partner shall cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly through the General Partner, to the Partnership (without limiting the foregoing, for example, the Partnership shall issue Limited Partnership Interests consisting of Class A Units to the General Partner in connection with the issuance of Class A REIT Shares and shall issue Limited Partnership Interests consisting of Class T Units to the General Partner in connection with the issuance of Class T REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of a property to be held directly by the General Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors (as defined in the General Partner’s Articles of Incorporation). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. For example, in the event the General Partner issues REIT Shares of any class for a cash purchase price and contributes all of the proceeds of such issuance to the Partnership, the General Partner shall be issued a number of additional Partnership Units having the same class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that class issued by the General Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor for that class of Partnership Units in effect on the date of such contribution.

(b)     Certain Deemed Contributions of Proceeds of Issuance of REIT Shares . In connection with any and all issuances of REIT Shares, the General Partner shall make Capital Contributions to the Partnership of the proceeds therefrom, provided that if the proceeds actually received and contributed by the General Partner are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have paid such offering expenses in accordance with Section 6.5 hereof and in connection with the required issuance of additional Partnership Units to the General Partner for such Capital Contributions pursuant to Section 4.2(a) hereof, and any such expenses shall be allocable solely to the class of Partnership Units issued to the General Partner at such time.

4.3.     Additional Funding . If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds (“Additional Funds”) for any Partnership purpose,

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the General Partner may (i) cause the Partnership to obtain such funds from outside borrowings, or (ii) elect to have the General Partner or any of its Affiliates provide such Additional Funds to the Partnership through loans or otherwise.

4.4.     Capital Accounts . A separate capital account (a “ Capital Account ”) shall be established and maintained for each Partner in accordance with Regulations Section 1.704-1(b)(2)(iv). If (i) a new or existing Partner acquires an additional Partnership Interest in exchange for more than a de minimis Capital Contribution, (ii) the Partnership distributes to a Partner more than a de minimis amount of Partnership property as consideration for a Partnership Interest, (iii) the Partnership is liquidated within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g) or (iv) a Partnership Interest (other than a de minimis interest) is granted as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity in anticipation of being a Partner, the General Partner shall revalue the property of the Partnership to its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f). When the Partnership’s property is revalued by the General Partner, the Capital Accounts of the Partners shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners pursuant to Section 5.1 if there were a taxable disposition of such property for its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) on the date of the revaluation.

4.5.     Percentage Interests . If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.5, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part of the year shall be based on the adjusted Percentage Interests.

4.6.     No Interest on Contributions . No Partner shall be entitled to interest on its Capital Contribution.

4.7.     Return of Capital Contributions . No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

4.8.     No Third Party Beneficiary . No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns. None of the rights or

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obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the Partners. In addition, it is the intent of the parties hereto that no distribution to any Limited Partner shall be deemed a return of money or other property in violation of the Act. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return such money or property, such obligation shall be the obligation of such Limited Partner and not of the General Partner. Without limiting the generality of the foregoing, a deficit Capital Account of a Partner shall not be deemed to be a liability of such Partner nor an asset or property of the Partnership and upon a liquidation within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), if any Partner has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any Capital Contribution to reduce or eliminate the negative balance of such Partner’s Capital Account.

ARTICLE 5

PROFITS AND LOSSES; DISTRIBUTIONS

5.1.     Allocation of Profit and Loss .

(a)     General . After giving effect to the special allocations set forth in Sections 5.1(b) and 5.1(c) and the priority allocation with respect to the Preferred Units in Section 5.1(d) below, the Partnership’s Profits and Losses shall be allocated among the Partners in each taxable year (or portion thereof) as provided below.

(i)     Profits . Profits shall be allocated:

(A)    first, to Partners holding Preferred Units (and if there are Preferred Units with different priorities in preference in distribution, then in the order of their preference in distribution) to the extent that Losses previously allocated to such Partners pursuant to Section 5.1(a)(ii)(B) below exceed Profits previously allocated to such Partners pursuant to this Section 5.1(a)(i)(A);

(B)    second, to the General Partner to the extent that Losses previously allocated to the General Partner pursuant to Section 5.1(a)(ii)(C) below exceed Profits previously allocated to the General Partner pursuant to this Section 5.1(a)(i)(B);

(C)    third, to those Partners, including the General Partner, holding Common Units who have been allocated Losses pursuant to Section 5.1(a)(ii)(A) below in excess of Profits previously allocated to such Partners pursuant to this Section 5.1(a)(i)(C) (and as among such Partners, in proportion to their respective excess amounts);

(D)    fourth, to the Partners in accordance with their respective Percentage Interests in Common Units.

(ii)     Losses . Losses shall be allocated:

(A)    first, to the Partners, including the General Partner, holding Common Units in accordance with their respective Percentage Interests in Common Units, until the Adjusted Capital Account (ignoring for this purpose any amounts a

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Partner is obligated to contribute to the capital of the Partnership or is deemed obligated to contribute pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2)) of each Partner is reduced to zero;

(B)    second, to Partners holding Preferred Units in accordance with each such Partner’s respective percentage interests in the Preferred Units determined under the respective terms of the Preferred Units (and if there are preferred Units with different priorities in preference in distribution, then in the reverse order of their preference in distribution), until the Adjusted Capital Account (modified in the same manner as in clause (A)) of each such holder is reduced to zero; and

(C)    third, to the General Partner.

(b)     Minimum Gain Chargeback . Notwithstanding any provision to the contrary, (i) any expense of the Partnership that is a “nonrecourse deduction” within the meaning of Regulations Section 1.704-2(b)(1) shall be allocated in accordance with the Partners’ respective Percentage Interests, (ii) any expense of the Partnership that is a “partner nonrecourse deduction” within the meaning of Regulations Section 1.704-2(i)(2) shall be allocated to the Partner that bears the “economic risk of loss” with respect to the “partner nonrecourse debt” within the meaning of Regulations Section 1.704-2(b)(4) to which such partner nonrecourse deduction is attributable in accordance with Regulations Section 1.704-2(i)(1), (iii) if there is a net decrease in Partnership Minimum Gain within the meaning of Regulations Section 1.704-2(f)(1) for any Partnership taxable year, then, subject to the exceptions set forth in Regulations Section 1.704-2(f)(2),(3), (4) and (5), items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(f) and the ordering rules contained in Regulations Section 1.704-2(j), and (iv) if there is a net decrease in Partner Nonrecourse Debt Minimum Gain within the meaning of Regulations Section 1.704-2(i)(4) for any Partnership taxable year, then, subject to the exceptions set forth in Regulations Section 1.704-(2)(g), items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(i)(4) and the ordering rules contained in Regulations Section 1.704-2(j). A Partner’s “interest in partnership profits” for purposes of determining its share of the nonrecourse liabilities of the Partnership within the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner’s Percentage Interest.

(c)     Qualified Income Offset . If a Partner unexpectedly receives in any taxable year an adjustment, allocation, or distribution described in subparagraphs (4), (5), or (6) of Regulations Section 1.704-1(b)(2)(ii)(d) that causes or increases a deficit balance in such Partner’s Capital Account that exceeds the sum of such Partner’s shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g) and 1.704-2(i), such Partner shall be allocated specially for such taxable year (and, if necessary, later taxable years) items of income and gain in an amount and manner sufficient to eliminate such deficit Capital Account balance as quickly as possible as provided in Regulations Section 1.704-1(b)(2)(ii)(d); provided , that an allocation pursuant to this Section 5.1(c) shall be made only if and to the extent that such Partner would have a deficit Capital Account balance after all other allocations provided for in Article 5 have been tentatively made as if this Section 5.1(c) were not in this Agreement. This Section 5.1(c) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

(d)     Priority Allocation With Respect to Preferred Units . Profits, and if necessary, items of Partnership gross income or gain for the current taxable year, shall be specially allocated to Partners that own Preferred Units in an amount equal to the excess, if any, of the cumulative distributions received by such Partner for or with respect to the current taxable year and all prior taxable years with respect to such Preferred Units (with a distribution made on the first business day after the end of a year being

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treated as made with respect to such year) (other than distributions that are treated as being in satisfaction of the Liquidation Preference for any Preferred Units held by such Partner or amounts paid in redemption of any Preferred Units, except to the extent that the Liquidation Preference or amount paid in redemption includes accrued and unpaid distributions) over the cumulative allocations of Partnership Profits, gross income and gain to such Partner under this Section 5.1(d) for all prior taxable years.

(e)     Allocations Between Transferor and Transferee . If a Partner transfers any part or all of its Partnership Interest, the distributive shares of the various items of Profit and Loss allocable among the Partners during such fiscal year of the Partnership shall be allocated between the transferor and the transferee Partner either (i) as if the Partnership’s fiscal year had ended on the date of the transfer, or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the results of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were Partners. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate the distributive shares of the various items of Profit and Loss between the transferor and the transferee Partner.

(f)     Definition of Profit and Loss . “Profit” and “Loss” and any items of income, gain, expense, or loss referred to in this Agreement shall be determined in accordance with federal income tax accounting principles, as modified by Regulations Section 1.704-1(b)(2)(iv), except that Profit and Loss shall not include items of income, gain and expense that are specially allocated pursuant to Sections 5.1(b), 5.1(c) or 5.1(d). All allocations of income, Profit, gain, Loss and expense (and all items contained therein) for federal income tax purposes shall be identical to all allocations of such items set forth in this Section 5.1, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). The General Partner shall have the authority to elect the method to be used by the Partnership for allocating items of income, gain, and expense as required by Section 704(c) of the Code including a method that may result in a Partner receiving a disproportionately larger share of the Partnership tax depreciation deductions, and such election shall be binding on all Partners.

(g)     Curative Allocations . The allocations set forth in Section 5.1(b) and (c) of this Agreement (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. The General Partner is authorized to offset all Regulatory Allocations either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 5.1(g). Therefore, notwithstanding any other provision of this Section 5.1 (other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain, loss or deduction in whatever manner it deems appropriate so that, after such offsetting allocations are made, each Partner’s Capital Account is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement and all Partnership items were allocated pursuant to Section 5.1(a), 5.1(d) and 5.1(e).

(h)     Special Allocations of Class-Specific Items . To the extent that any items of income, gain, loss or deduction of the General Partner are allocable to a specific class or classes of REIT Shares as provided in the General Partner’s prospectus, including, without limitation, Stockholder Servicing Fees, such items, or an amount equal thereto, shall be specially allocated to the class or classes of Partnership Units corresponding to such class or classes of REIT Shares.

(i)     Allocation of Excess Nonrecourse Liabilities . All excess nonrecourse liabilities of the Partnership shall be allocated in accordance with such Partner’s “interests in Partnership profits” as defined in Regulations Section 1.752-3(a)(3).

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(j)     Allocations to Ensure Intended Results . Recognizing the complexity of the allocations pursuant to this Article V, the General Partner is authorized to modify these allocations (including by making allocations of gross items of income, gain, loss or deduction rather than allocations of net items) to ensure that they achieve the intended results, to the extent permitted by Section 704(b) of the Code and the Regulations thereunder.

5.2.     Distributions .

(a)     Cash Available for Distribution . The Partnership shall distribute cash (other than Net Sale Proceeds) on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in the following order of priority:

(i)    First, to the holders of the Preferred Units in such amounts as is required for the Partnership to pay all distributions and any other amounts with respect to such Preferred Units accumulated, due or payable in accordance with the instruments designating such Preferred Units through the last day of such quarter or other distribution period (such distributions shall be made to such Partners in such order of priority and with such preferences as have been established with respect to such Preferred Units as of the last day of such quarter or other distribution period); and

(ii)    Then, to the holders of the Common Units, including the General Partner, in proportion to their respective Percentage Interests in the Common Units on the Partnership Record Date, provided that the aggregate distributions made hereunder to the holders of Class T Units shall be reduced (but not below zero) by the aggregate Stockholder Servicing Fee payable by the General Partner with respect to the Class T REIT Shares with respect to such Record Date.

Provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than the next day after a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest (or relating to the Partnership Record Date if such Partnership Interest was acquired on a Partnership Record Date) shall be reduced in the proportion to (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date (including such Partnership Record Date) and the immediately preceding Partnership Record Date.

(b)     Net Sale Proceeds . Subject to the distribution, liquidation preference, redemption, repurchase and other rights, if any, of the holders of any Preferred Units, Net Sale Proceeds shall be distributed 100% to the Partners who are Partners on the Partnership Record Date in accordance with their respective Percentage Interests on the Partnership Record Date.

(c)     Withholding; Partnership Loans . Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership, the excess of the amount required to be withheld over the actual amount to

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be distributed shall be treated as a loan (a “ Partnership Loan ”) from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “ Defaulting Limited Partner ”) fails to pay any amount owed to the Partnership with respect to the Partnership Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a “ General Partner Loan ”) to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner.

Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.2(b) shall bear interest at the lesser of (i) the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.

(d)     Limitation on Distributions . In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

5.3.     REIT Distribution Requirements . The General Partner shall use its commercially reasonable efforts to cause the Partnership to distribute amounts sufficient to enable the General Partner to pay stockholder dividends that will allow the General Partner to (i) meet its distribution requirement for qualification as a REIT as set forth in Section 857 of the Code and (ii) avoid any federal income or excise tax liability imposed by the Code.

5.4.     No Right to Distributions In Kind . No Partner shall be entitled to demand property other than cash in connection with any distributions by the Partnership.

5.5.     Limitations of Return of Capital Contributions . Notwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership’s assets.

5.6.     Distributions Upon Liquidation . Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, any remaining assets of the Partnership shall be distributed to all Partners with positive Capital Accounts in accordance with their respective positive Capital Account balances, subject to the rights of the holders of Preferred Units to receive the Liquidation Preference, with appropriate adjustments to the Capital Accounts of such holders of the Preferred Units entitled to receive the Liquidation Preference to reflect payment of the Liquidation Preference. For purposes of the preceding sentence, the Capital Account of each Partner shall be determined after all adjustments have been made in accordance with Sections 4.4, 5.1 and 5.2 resulting from Partnership operations and from all sales and dispositions of all or any part of the Partnership’s assets. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

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5.7.     Substantial Economic Effect . It is the intent of the Partners that the allocations of Profit and Loss under this Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 5 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent.

ARTICLE 6

RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER

6.1.     Management of the Partnership .

(a)    Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

(i)    to acquire, purchase, own, operate, lease and dispose of (other than in a “prohibited transaction” within the meaning of Section 857(b)(6)(B)(iii) of the Code) any real property and any other property or assets including, but not limited to notes and mortgages, that the General Partner determines are necessary or appropriate or in the best interests of the business of the Partnership;

(ii)    to construct buildings and make other improvements on the properties owned or leased by the Partnership;

(iii)    to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership;

(iv)    to borrow or lend money for the Partnership, issue or receive evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such indebtedness, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;

(v)    to pay, either directly or by reimbursement, for all Administrative Expenses to third parties or to the General Partner or its Affiliates as set forth in this Agreement;

(vi)    to guarantee or become a co-maker of indebtedness of the General Partner or any Subsidiary thereof, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;

(vii)    to use assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with this Agreement, including, without limitation, payment, either directly or by reimbursement, of all Administrative Expenses of the General Partner, the Partnership or any Subsidiary of either, to third parties or to the General Partner as set forth in this Agreement;

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(viii)    to lease all or any portion of any of the Partnership’s assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine;

(ix)    to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership’s assets;

(x)    to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any other aspect of the Partnership business;

(xi)    to make or revoke any election permitted or required of the Partnership by any taxing authority;

(xii)    to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types, as it shall determine from time to time;

(xiii)    to determine whether or not to apply any insurance proceeds for any property to the restoration of such property or to distribute the same;

(xiv)    to establish one or more divisions of the Partnership, to hire and dismiss employees of the Partnership or any division of the Partnership, and to retain legal counsel, accountants, consultants, real estate brokers, and such other persons, as the General Partner may deem necessary or appropriate in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem reasonable and proper;

(xv)    to retain other services of any kind or nature in connection with the Partnership business, and to pay therefor such remuneration as the General Partner may deem reasonable and proper;

(xvi)    to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner;

(xvii)    to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership;

(xviii)    to distribute Partnership cash or other Partnership assets in accordance with this Agreement;

(xix)    to form or acquire an interest in, and contribute property to, any further limited or general partnerships, limited liability companies, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time);

(xx)    to establish Partnership reserves for working capital, capital expenditures, contingent liabilities, or any other valid Partnership purpose;

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(xxi)    to merge, consolidate or combine the Partnership with or into another Person;

(xxii)    to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code; and

(xxiii)    to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts that the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with allowing the General Partner at all times to qualify as a REIT unless the General Partner voluntarily terminates its REIT status) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act.

(b)    Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

6.2.     Delegation of Authority . The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.

6.3.     Indemnification and Exculpation of Indemnitees .

(a)    The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise.

Notwithstanding the foregoing, the Partnership shall not provide for indemnification for an Indemnitee for any liability or loss suffered by any of them in contravention of Delaware law and unless all of the following conditions are met:

(i)    The Indemnitee determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Partnership.

(ii)    The Indemnitee was acting on behalf of or performing services for the Partnership.

(iii)    Such liability or loss was not the result of:

(A)    In the case of an Indemnitee who is not an Independent Director, negligence or misconduct by the Indemnitee; or

(B)    In the case of an Independent Director, the gross negligence or willful misconduct by the Independent Director.

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Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership.

(b)    Notwithstanding the foregoing, the Partnership shall not indemnify an Indemnitee or any Person acting as a broker-dealer for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the particular Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities were offered or sold as to indemnification for violations of securities laws.

(c)    The Partnership shall pay or reimburse reasonable legal expenses and other costs incurred by the Indemnitee in advance of the final disposition of a proceeding only if (in addition to the procedures required by the Act) all of the following are satisfied: (a) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Partnership, (b) the legal proceeding was initiated by a third party who is not a Limited Partner or, if by a Limited Partner acting in his or her capacity as such, a court of competent jurisdiction approves such advancement, and (c) the Indemnitee undertakes to repay the amount paid or reimbursed by the Partnership, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnitee is not entitled to indemnification.

(d)    The indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity.

(e)    The Partnership may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(f)    For purposes of this Section 6.3, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership.

(g)    In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

(h)    An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

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(i)    The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(j)    Neither the amendment nor repeal of this Section 6.3, nor the adoption or amendment of any other provision of the Agreement inconsistent with Section 6.3, shall apply to or affect in any respect the applicability with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

6.4.     Liability of the General Partner .

(a)    Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the Partnership or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission if the General Partner acted in good faith. The General Partner shall not be in breach of any duty that the General Partner may owe to the Limited Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity provided the General Partner, acting in good faith, abides by the terms of this Agreement.

(b)    The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, itself and its stockholders collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or the tax consequences of some, but not all, of the Limited Partners) in deciding whether to cause the Partnership to take (or decline to take) any actions. In the event of a conflict between the interests of its stockholders on one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either its stockholders or the Limited Partners; provided , however , that for so long as the General Partner directly owns a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either its stockholders or the Limited Partner shall be resolved in favor of the stockholders. The General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with such decisions, provided that the General Partner has acted in good faith.

(c)    Subject to its obligations and duties as General Partner set forth in Section 6.1 hereof, the General Partner may exercise any of the powers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith.

(d)    Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT or (ii) to prevent the General Partner from incurring any taxes under Section 857, Section 4981, or any other provision of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

(e)    Any amendment, modification or repeal of this Section 6.4 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 6.4 as in effect immediately prior to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted.

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6.5.     Reimbursement of General Partner .

(a)    Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

(b)    The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all Administrative Expenses, provided, however, that any such reimbursement shall not exceed five percent (5%) of the gross income of the General Partner to the extent that all or any portion of the reimbursement is treated as a gross income to the REIT.

6.6.     Outside Activities . Subject to the Articles of Incorporation and any agreements entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, trustee, Affiliate or stockholder of the General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interest or activities. None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person.

6.7.     Employment or Retention of Affiliates .

(a)    Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the Partnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General Partner determines to be fair and reasonable.

(b)    The Partnership may lend or contribute to its Subsidiaries or other Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.

(c)    The Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions as the General Partner deems are consistent with this Agreement and applicable law.

(d)    Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are on terms that are fair and reasonable to the Partnership.

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6.8.     General Partner Participation . The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development or ownership of self-storage properties or other properties, shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided , however , that the General Partner is allowed to make a direct acquisition, but if and only if, such acquisition is made in connection with the issuance of Additional Securities, which direct acquisition and issuance have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors.

6.9.     Title to Partnership Assets . Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided , however , that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.

6.10.     Miscellaneous . In the event the General Partner redeems any REIT Shares (other than REIT Shares redeemed in accordance with the share redemption program of the General Partner through proceeds received from the General Partner’s distribution reinvestment plan), then the General Partner shall cause the Partnership to purchase from the General Partner a number of Partnership Units as determined based on the application of the Conversion Factor on the same terms that the General Partner exchanged such REIT Shares (without limiting the foregoing, for example, the Partnership shall purchase from the General Partner Partnership Interests consisting of Class A Units in connection with the exchange of Class A REIT Shares and shall purchase from the General Partner Partnership Interests consisting of Class T Units in connection with the exchange of Class T REIT Shares). Moreover, if the General Partner makes a cash tender offer or other offer to acquire REIT Shares, then the General Partner shall cause the Partnership to make a corresponding offer to the General Partner to acquire an equal number of Partnership Units held by the General Partner. In the event any REIT Shares are exchanged by the General Partner pursuant to such offer, the Partnership shall redeem an equivalent number of the General Partner’s Partnership Units for an equivalent purchase price based on the application of the Conversion Factor (without limiting the foregoing, for example, the Partnership shall redeem from the General Partner Partnership Interests consisting of Class A Units in connection with the exchange of Class A REIT Shares and shall redeem from the General Partner Partnership Interests consisting of Class T Units in connection with the exchange of Class T REIT Shares).

ARTICLE 7

CHANGES IN GENERAL PARTNER

7.1.     Transfer of the General Partner’s Partnership Interest .

(a)    The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.1(b), (c) or (d).

(b)    Except as otherwise provided in Section 7.1(c) or (d) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner’s state

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of incorporation or organizational form) in each case which results in a change of control of the General Partner (a “ Transaction ”), unless:

(i)    the approval of the holders of a majority of the Common Units is obtained;

(ii)    as a result of such Transaction all Limited Partners will receive for each Common Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“ Offer ”) shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding REIT Shares, each holder of Common Units shall be given the option to exchange its Common Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange Right immediately prior to the expiration of the Offer; or

(iii)    the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares.

(c)    Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “ Surviving General Partner ”), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.4 hereof so as to approximate the existing rights and obligations set forth in Section 8.4 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations permitted hereunder.

In respect of any transaction described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the General Partner’s board of directors’ fiduciary duties to the stockholders of the General Partner under applicable law.

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(d)    Notwithstanding Section 7.1(b),

(i)    a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and

(ii)    the General Partner may engage in Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares.

(e)    If the General Partner exchanges any REIT Shares of any class (“ Exchanged REIT Shares ”) for REIT Shares of a different class (“ Received REIT Shares ”), then the General Partner shall, and shall cause the Partnership to, exchange a number of Partnership Units having the same class designation as the Exchanged REIT Shares, as determined based on the application of the Conversion Factor, for Partnership Units having the same class designation as the Received REIT Shares on the same terms that the General Partner exchanged the Exchanged REIT Shares. The exchange of Units shall occur automatically after the close of business on the applicable date of the exchange of REIT Shares, as of which time the holder of class of Units having the same designation as the Exchanged REIT Shares shall be credited on the books and records of the Partnership with the issuance, as of the opening of business on the next day, of the applicable number of Units having the same designation as the Received REIT Shares.

7.2.     Admission of a Substitute or Additional General Partner . A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied:

(a)    the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.5 hereof in connection with such admission shall have been performed;

(b)    if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and

(c)    counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel and the state or any other jurisdiction as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (i) the Partnership to be classified other than as a partnership for federal income tax purposes, or (ii) the loss of any Limited Partner’s limited liability.

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7.3.     Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner .

(a)    Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.

(b)    Following the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within ninety (90) days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.4 hereof by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

7.4.     Removal of a General Partner .

(a)    Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided , however , that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause.

(b)    If a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3 hereof, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a majority in interest of the Limited Partners in accordance with Section 7.3(b) hereof and otherwise admitted to the Partnership in accordance with Section 7.2 hereof. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a majority in interest of the Limited Partners within ten (10) days following the removal of the General Partner. In the event that the parties are unable to agree upon an appraiser, the removed General Partner and a majority in interest of the Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest within thirty (30) days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals; provided , however , that if the higher appraisal exceeds the lower appraisal by more than twenty percent (20%) of the amount of the lower appraisal, the two (2) appraisers, no later than forty (40) days after the removal of the General Partner, shall select a third (3rd) appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest no later than sixty (60) days after the removal of the General Partner. In such case, the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals closest in value.

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(c)    The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.4(b), shall be converted to that of a special Limited Partner; provided , however , such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b).

(d)    All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary and sufficient to effect all the foregoing provisions of this Section.

ARTICLE 8

RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS

8.1.     Management of the Partnership . The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

8.2.     Power of Attorney . Each Limited Partner hereby irrevocably appoints the General Partner its true and lawful attorney-in-fact, who may act for each Limited Partner and in its name, place and stead, and for its use and benefit, to sign, acknowledge, swear to, deliver, file or record, at the appropriate public offices, any and all documents, certificates, and instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement and the Act in accordance with their terms, which power of attorney is coupled with an interest and shall survive the death, dissolution or legal incapacity of the Limited Partner, or the transfer by the Limited Partner of any part or all of its Partnership Interest.

8.3.     Limitation on Liability of Limited Partners . No Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership. A Limited Partner shall be liable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.

8.4.     Exchange Right .

(a)    Subject to Sections 8.4(b), 8.4(c), 8.4(d), and 8.4(e) and the provisions of any agreements between the Partnership and one or more holders of Common Units with respect to Common Units held by them, each holder of Common Units shall have the right (the “ Exchange Right ”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Common Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Common Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “ Exchanging Partner ”); provided , however , that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Common Units subject to the Notice of

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Exchange pursuant to Section 8.4(b); and provided , further , that no holder of Common Units may deliver more than two (2) Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Common Units or, if such Limited Partner holds less than 1,000 Common Units, all of the Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Common Units so exchanged, to receive any distribution paid with respect to Common Units if the record date for such distribution is on or after the Specified Exchange Date.

(b)    Notwithstanding the provisions of Section 8.4(a), a Limited Partner that exercises the Exchange Right shall be deemed to have offered to sell the Common Units described in the Notice of Exchange to the General Partner, and the General Partner may, in its sole and absolute discretion, elect to purchase directly and acquire such Common Units by paying to the Exchanging Partner either the Cash Amount or the REIT Shares Amount, as elected by the General Partner (in its sole and absolute discretion), on the Specified Exchange Date, whereupon the General Partner shall acquire the Common Units offered for exchange by the Exchanging Partner and shall be treated for all purposes of this Agreement as the owner of such Common Units. Without limiting the foregoing, if the General Partner elects to purchase such Common Units by paying the REIT Shares Amount to the Exchanging Partner, the General Partner shall purchase either (i) Limited Partnership Interests consisting of Class A Units or Class A-1 Units which shall be exchanged for Class A REIT Shares and/or (ii) Limited Partnership Interests consisting of Class T Units which shall be exchanged for Class T REIT Shares, as applicable. The class of the shares purchased by the General Partner and exchanged by the Exchanging Partner shall be designated on the Notice of Exchange. If the General Partner shall elect to exercise its right to purchase Common Units under this Section 8.4(b) with respect to a Notice of Exchange, it shall so notify the Exchanging Partner within five (5) Business Days after the receipt by the General Partner of such Notice of Exchange. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Common Units from the Exchanging Partner pursuant to this Section 8.4(b), the General Partner shall have no obligation to the Exchanging Partner or the Partnership with respect to the Exchanging Partner’s exercise of the Exchange Right. In the event the General Partner shall exercise its right to purchase Common Units with respect to the exercise of an Exchange Right in the manner described in the first sentence of this Section 8.4(b), the Partnership shall have no obligation to pay any amount to the Exchanging Partner with respect to such Exchanging Partner’s exercise of such Exchange Right, and each of the Exchanging Partner, the Partnership, and the General Partner, as the case may be, shall treat the transaction between the General Partner, as the case may be, and the Exchanging Partner for federal income tax purposes as a sale of the Exchanging Partner’s Common Units to the General Partner, as the case may be. Each Exchanging Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Exchange Right.

(c)    Notwithstanding the provisions of Section 8.4(a) and 8.4(b), a Limited Partner shall not be entitled to exercise the Exchange Right if the delivery of REIT Shares to such Partner on the Specified Exchange Date by the General Partner pursuant to Section 8.4(b) (regardless of whether or not the General Partner would in fact exercise its rights under Section 8.4(b)) would (i) result in such Partner or any other person owning, directly or indirectly, REIT Shares in excess of the Ownership Limit (as defined in the Articles of Incorporation and calculated in accordance therewith), except as provided in the Articles of Incorporation, (ii) result in REIT Shares being owned by fewer than 100 persons (determined without reference to any rules of attribution), except as provided in the Articles of Incorporation, (iii) result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code, or (iv) cause the General Partner to own, directly or constructively, nine and nine-tenths percent (9.9%) or more of the ownership interests in a tenant within the meaning of Section 856(d)(2)(B) of the Code. The General Partner, in its sole and absolute discretion, may waive the restriction on exchange set forth in this Section 8.4(c).

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(d)    Any Cash Amount to be paid to an Exchanging Partner pursuant to this Section 8.4 shall be paid on the Specified Exchange Date; provided , however , that the General Partner may elect to cause the Specified Exchange Date to be delayed for up to an additional one hundred eighty (180) days to the extent required for the General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of exchanged Common Units hereunder to occur as quickly as reasonably possible.

(e)    Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Exchange Rights as and if deemed necessary to ensure that the Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof to each of the Limited Partners, which notice shall be accompanied by a copy of an opinion of counsel to the Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid the Partnership being treated as a “publicly traded partnership” under section 7704 of the Code.

(f)    Each Limited Partner covenants and agrees with the General Partner that all Common Units delivered for exchange shall be delivered to the Partnership or the General Partner, as the case may be, free and clear of all liens; and, notwithstanding anything contained herein to the contrary, neither the General Partner nor the Partnership shall be under any obligation to acquire Common Units which are or may be subject to any liens. Each Limited Partner further agrees that, if any state or local property transfer tax is payable as a result of the transfer of its Common Units to the Partnership or the General Partner, such Limited Partner shall assume and pay such transfer tax.

ARTICLE 9

TRANSFERS OF LIMITED PARTNERSHIP INTERESTS

9.1.     Purchase for Investment .

(a)    Each Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of its Partnership Interests is made as a principal for its account for investment purposes only and not with a view to the resale or distribution of such Partnership Interest.

(b)    Each Limited Partner agrees that it will not sell, assign or otherwise transfer its Partnership Interest or any fraction thereof, whether voluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties to the General Partner set forth in Section 9.1(a) above and similarly agree not to sell, assign or transfer such Partnership Interest or fraction thereof to any Person who does not similarly represent, warrant and agree.

9.2.     Restrictions on Transfer of Limited Partnership Interests .

(a)    Subject to the provisions of 9.2(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “ Transfer ”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

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(b)    No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Units pursuant to this Article 9 or pursuant to an exchange of all of its Common Units pursuant to Section 8.4. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner.

(c)    Subject to 9.2(d), (e) and (f) below, a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such Person(s), of which trust such Limited Partner or any such Person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.

(d)    No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).

(e)    No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code.

(f)    No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.

(g)    Any Transfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

(h)    Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

9.3.     Admission of Substitute Limited Partner .

(a)    Subject to the other provisions of this Article 9, an assignee of the Limited Partnership Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed

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admitted as a Limited Partner of the Partnership only with the consent of the General Partner and upon the satisfactory completion of the following:

(i)    The assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart or an amendment thereof, including a revised Exhibit A , and such other documents or instruments as the General Partner may require in order to effect the admission of such Person as a Limited Partner.

(ii)    To the extent required, an amended Certificate evidencing the admission of such Person as a Limited Partner shall have been signed, acknowledged and filed for record in accordance with the Act.

(iii)    The assignee shall have delivered a letter containing the representation set forth in Section 9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof.

(iv)    If the assignee is a corporation, partnership or trust, the assignee shall have provided the General Partner with evidence satisfactory to counsel for the Partnership of the assignee’s authority to become a Limited Partner under the terms and provisions of this Agreement.

(v)    The assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.2 hereof.

(vi)    The assignee shall have paid all legal fees and other expenses of the Partnership and the General Partner and filing and publication costs in connection with its substitution as a Limited Partner.

(vii)    The assignee has obtained the prior written consent of the General Partner to its admission as a Substitute Limited Partner, which consent may be given or denied in the exercise of the General Partner’s sole and absolute discretion.

(b)    For the purpose of allocating Profits and Losses and distributing cash received by the Partnership, a Substitute Limited Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the Certificate described in Section 9.3(a)(ii) hereof or, if no such filing is required, the later of the date specified in the transfer documents or the date on which the General Partner has received all necessary instruments of transfer and substitution.

(c)    The General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required by this Section and making all official filings and publications. The Partnership shall take all such action as promptly as practicable after the satisfaction of the conditions in this Article 9 to the admission of such Person as a Limited Partner of the Partnership.

9.4.     Rights of Assignees of Partnership Interests .

(a)    Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

(b)    Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Interest but does not become a Substitute Limited Partner and desires to make a further assignment of such Limited Partnership Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Limited Partnership Interest.

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9.5.     Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner . The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

9.6.     Joint Ownership of Interests . A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided , however , that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

9.7.     Redemption of Partnership Units . The General Partner will cause the Partnership to redeem Partnership Units, to the extent it shall have legally available funds therefor, at any time the General Partner redeems shares of capital stock in itself. The number and class or series of Partnership Units redeemed and the redemption price shall equal the number (multiplied by the Conversion Factor) of shares of capital stock the General Partner redeems and the redemption price at which the General Partner redeems such shares, respectively.

ARTICLE 10

BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS

10.1.     Books and Records . At all times during the continuance of the Partnership, the Partners shall keep or cause to be kept at the Partnership’s specified office true and complete books of account in accordance with generally accepted accounting principles, including: (a) a current list of the full name and last known business address of each Partner, (b) a copy of the Certificate of Limited Partnership and all certificates of amendment thereto, (c) copies of the Partnership’s federal, state and local income tax returns and reports, (d) copies of this Agreement and amendments thereto and any financial statements of the Partnership for the three most recent years and (e) all documents and information required under the Act. Any Partner or its duly authorized representative, upon paying the costs of collection, duplication and mailing, shall be entitled to inspect or copy such records during ordinary business hours.

10.2.     Custody of Partnership Funds; Bank Accounts .

(a)    All funds of the Partnership not otherwise invested shall be deposited in one or more accounts maintained in such banking or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine.

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(b)    All deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner in investment grade instruments (or investment companies whose portfolio consists primarily thereof), government obligations, certificates of deposit, bankers’ acceptances and municipal notes and bonds. The funds of the Partnership shall not be commingled with the funds of any other Person except for such commingling as may necessarily result from an investment in those investment companies permitted by this Section 10.2(b).

10.3.     Fiscal and Taxable Year . The fiscal and taxable year of the Partnership shall be the calendar year.

10.4.     Annual Tax Information and Report . Within ninety (90) days after the end of each fiscal year of the Partnership, the General Partner shall furnish to each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited Partner’s individual tax returns as shall be reasonably required by law.

10.5.     Partnership Representative; Tax Elections; Special Basis Adjustments .

(a)    The General Partner is hereby designated as the “partnership representative” of the Partnership within the meaning of Section 6223(a) of the Code. If any state or local tax law provides for a partnership representative or person having similar rights, powers, authority or obligations, the person designated above shall also serve in such capacity (in any such federal, state or local capacity, the “ Partnership Representative ”). The General Partner may name a replacement Partnership Representative at any time; provided, however, that the designated Partnership Representative shall serve as the Partnership Representative until resignation, death, incapacity, or removal. In such capacity, the Partnership Representative shall have all of the rights, authority and power, and shall be subject to all of the obligations, of a partnership representative to the extent provided in the Code and the Regulations, and the Partners hereby agree to be bound by any actions taken by the Partnership Representative in such capacity. The Partnership Representative shall represent the Partnership in all tax matters to the extent allowed by law. Without limiting the foregoing, the Partnership Representative is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Any decisions made by the Partnership Representative, including, without limitation, whether or not to settle or contest any tax matter, and the choice of forum for any such contest, and whether or not to extend the period of limitations for the assessment or collection of any tax, shall be made in the Partnership Representative’s sole discretion. The Partnership Representative (i) shall have the sole authority to make any elections on behalf of the Partnership permitted to be made pursuant to the Code or the Regulations promulgated thereunder and (ii) may, in its sole discretion, make an election on behalf of the Partnership under Sections 6221(b) or 6226 of the Code as in effect for the first fiscal year beginning on or after January 1, 2018 and thereafter, (iii) may request a modification to any assessment of an imputed underpayment, including a modification for any Partner who is a real estate investment trust or regulated investment company as defined in Sections 586 and 851, respectively, based on such Partner making a deficiency dividend pursuant to Section 860 and a modification based on the tax-exempt status of a reviewed year Partner, and (iv) may take all actions the Partnership Representative deems necessary or appropriate in connection with the foregoing. The Partnership Representative and any individual who has been appointed as a designated individual with respect to the Partnership Representative in accordance with Treasury Regulations Section 301.6223-1(b)(3)(ii) (“ Designated Individual ”) shall be reimbursed and indemnified by the Partnership for all claims, liabilities, losses, costs, damages and expenses, and for

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reasonable legal and accounting fees, incurred in connection with the performance of its duties as Partnership Representative or Designated Individual, as applicable, in accordance with the terms hereof, unless the actions of the Partnership Representative or the Designated Individual, as applicable constitute gross negligence or intentional misconduct.

(b)    Each Partner hereby covenants to cooperate with the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Partnership Representative with respect to examinations of the Partnership’s affairs by tax authorities (including, without limitation, promptly filing amended tax returns and promptly paying any related taxes, including penalties and interest) and shall provide promptly and update as necessary at any times requested by the Partnership Representative, all information, documents, self-certifications, tax identification numbers, tax forms, and verifications thereof, that the Partnership Representative deems necessary in connection with (1) any information required for the Partnership to determine the application of Sections 6221-6235 of the Code to the Partnership; (2) an election by the Partnership under Section 6221(b) or 6226 of the Code, and (3) an audit or a final adjustment of the Partnership by a tax authority. The Partnership and the Partners hereby agree and acknowledge that (i) the actions of the Partnership Representative in connection with examinations of the Partnership’s affairs by tax authorities shall be binding on the Partnership and the Partners; and (ii) neither the Partnership nor the Partners have any right to contact the IRS with respect to an examination of the Partnership or participate in an audit of the Partnership or proceedings under Sections 6221-6235 of the Code.

(c)    The Partners acknowledge that the Partnership intends to elect the application of Section 6221(b) of the Code (the “ Opt-out Election ”) for its first taxable year beginning on or after January 1, 2018 and for each Fiscal Year thereafter. If the Partnership is not eligible to make such election, the Partners acknowledge that the Partnership intends to elect the application of Section 6226 of the Code (the “ Push-out Election ”) for its first taxable year beginning on or after January 1, 2018 and for each Fiscal Year thereafter. This acknowledgement applies to each Partner whether or not the Partner owns a Partnership Interest in both the reviewed year and the year of the tax adjustment. If the Partnership elects the application of Section 6226 of the Code, the Partners shall take into account and report to the IRS (or any other applicable tax authority) any adjustment to their tax items for the reviewed year of which they are notified by the Partnership in a written statement, in the manner provided in Section 6226(b), whether or not the Partner owns a Partnership Interest at such time. Any Partner that fails to report its share of such adjustments on its tax return, shall indemnify and hold harmless the Partnership, the General Partner, the Partnership Representative, and each of their Affiliates from and against any and all liabilities related to taxes (including penalties and interest) imposed on the Partnership as a result of the Partner’s failure. In addition, each Partner shall indemnify and hold the Partnership, the General Partner, the Partnership Representative, and each of their Affiliates harmless from and against any and all liabilities related to taxes (including penalties and interest) imposed on the Partnership (i) pursuant to Section 6221 of the Code, which liabilities relate to adjustments that would have been made to the tax items allocated to such Partner had such adjustments been made for a tax year beginning prior to January 1, 2018 (and assuming that the Partnership had not made an election to have Section 6221 of the Code apply for such earlier tax years) and (ii) resulting from or attributable to such Partner’s failure to comply with the preceding subsection (b) or this subsection (c). Each Partner acknowledges and agrees that no Partner shall have any claim against the Partnership, the General Partner, the Partnership Representative, or any of their Affiliates for any tax, penalties or interest resulting from the Partnership’s election under Section 6226 of the Code.

(d)    If the Partnership does not make an election under Section 6226 of the Code, the amount of any imputed underpayment assessed upon the Partnership, pursuant to Code Section 6232, attributable to a Partner (or former Partner), as reasonably determined by the Partnership Representative, shall be treated as a withholding tax with respect to such Partner. To the extent any portion of such

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imputed underpayment cannot be withheld from a current distribution, any such Partner (or former Partner) shall be liable to the Partnership for the amount that cannot be withheld and agrees to pay such amount to the Partnership. Any such amount withheld, or any such payment shall not be treated as a Capital Contribution for purposes of any provision herein that affects distributions to the Partners and any amount not paid by any such Partner (or former Partner) at the time reasonably requested by the Partnership Representative shall accrue interest at the rate set by the IRS for the underpayment of federal taxes, compounded quarterly, until paid.

(e)    The provisions of this Section 10 shall survive the termination of the Partnership, the termination of this Agreement and, with respect to any Partner, the transfer or assignment of any portion of such Partner’s Partnership Interest.

(f)    The Partnership Representative shall keep the Partners reasonably informed as to the status of any tax investigations, audits, lawsuits or other judicial or administrative tax proceedings and shall promptly copy all other Partners on any correspondence to or from the IRS or applicable state, local or foreign tax authority relating to such proceedings. The Partnership Representative shall inform the IRS, as promptly as possible upon the commencement of any examination or proceeding, of the tax-exempt status of any Partners and shall take any actions or refrain from taking any action to the extent necessary to preserve the tax-exempt status of such Partners and shall afford such Partners tax-free treatment, to the extent permissible under the Code. The Partnership Representative has an obligation to perform its duties as the Partnership Representative in good faith and in such manner as will serve the best interests of the Partnership and all of the Partners.

(g)    The Partnership shall elect to deduct expenses, if any, incurred by it in organizing the Partnership as provided in Section 709 of the Code.

10.6.     Reports Made Available to Limited Partners .

(a)    As soon as practicable after the close of each fiscal quarter (other than the last quarter of the fiscal year), upon written request by a Limited Partner to the General Partner, the General Partner will make available, without cost, to each Limited Partner a quarterly report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal quarter, presented in accordance with generally accepted accounting principles. As soon as practicable after the close of each fiscal year, upon written request by a Limited Partner to the General Partner, the General Partner will make available, without cost, to each Limited Partner an annual report containing financial statements of the Partnership, or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year, presented in accordance with generally accepted accounting principles.

(b)    Any Partner shall further have the right to a private audit of the books and records of the Partnership at the expense of such Partner, provided such audit is made for Partnership purposes and is made during normal business hours.

ARTICLE 11

AMENDMENT OF AGREEMENT; MERGER

The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided , however , that the following amendments and any other merger or consolidation of the Partnership shall require the consent of the General Partner and holders of a majority of the Common Units:

(a)    any amendment affecting the operation of the Conversion Factor or the Exchange Right (except as provided in Section 8.4(d) or 7.1(c) hereof) in a manner adverse to the Limited Partners;

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(b)     any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Interests pursuant to Section 4.2 hereof;

(c)    any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Interests pursuant to Section 4.2 hereof; or

(d)    any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

ARTICLE 12

GENERAL PROVISIONS

12.1.     Notices . All communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or upon deposit in the United States mail, registered, postage prepaid return receipt requested, to the Partners at the addresses set forth in Exhibit A attached hereto; provided, however, that any Partner may specify a different address by notifying the General Partner in writing of such different address. Notices to the Partnership shall be delivered at or mailed to its specified office.

12.2.     Survival of Rights . Subject to the provisions hereof limiting transfers, this Agreement shall be binding upon and inure to the benefit of the Partners and the Partnership and their respective legal representatives, successors, transferees and assigns.

12.3.     Additional Documents . Each Partner agrees to perform all further acts and execute, swear to, acknowledge and deliver all further documents which may be reasonable, necessary, appropriate or desirable to carry out the provisions of this Agreement or the Act.

12.4.     Severability . If any provision of this Agreement shall be declared illegal, invalid, or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof.

12.5.     Entire Agreement . This Agreement and exhibits attached hereto constitute the entire Agreement of the Partners and supersede all prior written agreements and prior and contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.

12.6.     Pronouns and Plurals . When the context in which words are used in the Agreement indicates that such is the intent, words in the singular number shall include the plural and the masculine gender shall include the neuter or female gender as the context may require.

12.7.     Headings . The Article headings or sections in this Agreement are for convenience only and shall not be used in construing the scope of this Agreement or any particular Article.

12.8.     Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.

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12.9.     Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware; provided , however , that causes of action for violations of federal or state securities laws shall not be governed by this Section 12.9.

[ Signatures appear on next page. ]  

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IN WITNESS WHEREOF, the parties hereto have hereunder affixed their signatures to this Third Amended and Restated Limited Partnership Agreement, all as of the 28th day of June, 2019.

Signature Page to Third Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership II, L.P.

Upon the Partnership’s issuance of any Preferred Units in accordance with this Agreement, the General Partner shall update this Exhibit A to reflect any Preferred Units outstanding.

EXHIBIT B

NOTICE OF EXERCISE OF EXCHANGE RIGHT

In accordance with Section 8.4 of the Third Amended and Restated Limited Partnership Agreement (the “ Agreement ”) of Strategic Storage Operating Partnership II, L.P., the undersigned hereby irrevocably (i) presents for exchange Class                      Common Units in Strategic Storage Operating Partnership II, L.P., in accordance with the terms of the Agreement and the Exchange Right referred to in Section 8.4 thereof, (ii) surrenders such Common Units and all right, title and interest therein, and (iii) directs that the Cash Amount or REIT Shares Amount (as defined in the Agreement) as determined by the General Partner deliverable upon exercise of the Exchange Right be delivered to the address specified below, and if REIT Shares (as defined in the Agreement) are to be delivered, such REIT Shares be registered or placed in the name(s) and at the address(es) specified below.

EXHIBIT C

DESCRIPTION OF CLASS A-1 UNITS

In accordance with Section 4.2(a)(i) of the Agreement, the Partnership has issued the Class A-1 Units. The Class A-1 Units shall have the following terms, rights and restrictions:

1.     Limits on Redemption . Notwithstanding anything to the contrary contained in this Agreement (including but not limited to Section 6 of this Agreement), the Partnership and the General Partner shall not be permitted to redeem the Class A-1 Units until June 28, 2021 or later.

2.     Rights and Obligations; Exchangeability . Other than as set forth in this Exhibit C, the Class A-1 Units shall be entitled to all rights, and shall be obligated to perform all duties, on parity with the Class A Units in the Partnership. In the event of an exchange of Class A-1 Units for REIT Shares, as described in the Agreement, including, but not limited to, Section 8.4 the Class A-1 Units shall be exchangeable on a 1:1 basis with Class A REIT Shares.

3.     Vote on Extraordinary Matters . If the General Partner seeks to submit an Extraordinary Matter for a vote of the General Partner’s stockholders, the General Partner agrees that the consent of the Partnership will be required (the “ OP Consent ”). The OP Consent will be determined by a vote of the Partners, and the General Partner hereby agrees that its vote on the OP Consent will be voted in proportion to the votes cast by the General Partner’s stockholders on the Extraordinary Matter. The term Extraordinary Matter means any merger, sale of all or substantially all of the assets, share exchange, conversion, dissolution or charter amendment, in each case where the vote of the SST II stockholders is required under Maryland law

4.     Applicability of the Agreement . To the extent not inconsistent with the terms set forth in this Exhibit C, the Class A-1 Units are subject to the terms of the Agreement which apply to Limited Partnership Interests and Partnership Units generally. All defined terms not otherwise defined in this Exhibit C shall have the definitions set forth in the remainder of the Agreement.

EXHIBIT D

DESCRIPTION OF CLASS A-2 UNITS

In accordance with Section 4.2(a)(i) of the Agreement, the Partnership has issued the Class A-2 Units as additional consideration for the Contributed Assets (as defined in the Contribution Agreement), contributed by SmartStop OP Holdings, LLC (“SS OP Holdings”) to the Partnership. The Class A-2 Units have the value per unit as set forth on Schedule 1.4(c)(ii) to the Contribution Agreement. The initial number of Class A-2 Units shall be 3,283,302.

The Class A-2 Units shall have the following terms, rights and restrictions:

1.     No Distribution Rights or Profits Allocation . Article 5 of the Partnership Agreement notwithstanding, the Class A-2 Units are Partnership Units that are not entitled to cash distributions or the allocation of any Profit or Loss of the Partnership unless and until the Class A-2 Units are converted into Class A-1 Units as described herein.

2.     No Voting Rights . The Class A-2 Units shall have no voting or consent rights. Notwithstanding the foregoing, the approval of the holders of Class A-2 Units shall be required for any amendment to the rights and obligations of the Class A-2 Units as set forth herein.

3.     Earn-Out Consideration Conversion . The Class A-2 Units shall be converted as follows:

(i)    following the Closing (as defined in the Contribution Agreement), the first time the aggregate AUM equals or exceeds $300,000,000 (the “ First Earn-Out Tier ”) (the date on which such aggregate AUM is achieved, the “ First Earn-Out Tier Achievement Date ”), one-third of the Class A-2 Units shall automatically convert into Class A-1 Units;

(ii)     following the Closing, the first time the aggregate AUM equals or exceeds $500,000,000 (the “ Second Earn-Out Tier ”) (the date on which such aggregate AUM is achieved, the “ Second Earn-Out Tier Achievement Date ”), one-third of the Class A-2 Units shall automatically convert into Class A-1 Units; and

(iii)    following the Closing, the first time the aggregate AUM equals or exceeds $700,000,000 (the “ Third Earn-Out Tier ” and together with the First Earn-Out Tier and the Second Earn-Out Tier, the “ Earn-Out Tiers ”) (the date on which such aggregate AUM is achieved, the “ Third Earn-Out Tier Achievement Date ” and, together with the First Earn-Out Tier Achievement Date and the Second Earn-Out Tier Achievement Date, each an “ Earn-Out Tier Achievement Date ”), one-third of the Class A-2 Units shall automatically convert into Class A-1 Units.

On each Earn-Out Tier Achievement Date, the Class A-2 Units shall be automatically converted at the Earn-Out Exchange Ratio. The term “Earn-Out Exchange Ratio” shall mean the quotient, expressed as a percentage, of (x) the agreed value per unit set forth on Schedule 1.4(c)(i) of the Contribution Agreement divided by (y) the then-current value of the Class A-1 Units, determined as provided in Schedule 7.8 of the Contribution Agreement.

4.     Special Allocation . Notwithstanding the provisions of Section 5.1(a)(i) of the Agreement, Liquidating Gain first shall be allocated to SS OP Holdings with respect to its converted Class A-2 Units to the extent attributable to the appreciation in the value of the Partnership assets after the date of issuance of the Class A-2 Units. As a result of the special allocation, the Section 704(b) capital account attributable to the converted Class A-2 Units shall be equal to the Section 704(b) capital account for each Class A-1 Unit issued and outstanding as of the date of the conversion on a pro rata basis.

5.     Rights upon Liquidation . Notwithstanding Section 5.6 or any other provision of this Agreement to the contrary, if, after the conversion of any Class A-2 Unit into a Class-A-1 Unit, the Liquidation Gain from a sale, exchange, merger, liquidation or other transaction (each a “Capital Event”) is insufficient to cause the converted Class A-2 Unit holders to receive an amount of cash or property (at minimum) equal to the liquidation right for Class A-1 Unit holders on a unit by unit basis, the parties hereby acknowledge and agree that each such unit holder shall nevertheless receive an amount equal to the liquidation right for Class A-1 Unit holders on a unit by unit basis, for each converted Class A-2 Unit (the “A-2 Unit Liquidation Preference”). Upon the actual liquidation of the Partnership, the cash payment of the A-2 Unit Liquidation Preference shall be treated as (1) a liquidation distribution from the Partnership to the extent of the section 704(b) capital account attributable to the converted Class A-2 Units and (2) a guaranteed payment for U.S. federal income tax purposes for the excess of the A-2 Unit Liquidation Preference in cash over the Class A-2 Unit holder’s section 704(b) capital account balance for each such converted Class A-2 Unit. For avoidance of doubt, the Class A-2 Units are subject to all of the terms and conditions set forth in this Exhibit D prior to conversion and are not entitled to any liquidation right until conversion.

6.     Expiration of Earn-Out Consideration Conversion . All conversion rights hereunder shall expire on the date that is seven (7) years following the Closing Date (as defined in the Contribution Agreement) (the “ Earn-Out Expiration Date ”). If the Earn-Out Tiers have not been achieved by the Earn-Out Expiration Date, the Class A-2 Units will be deemed to not have been converted and they shall be cancelled and redeemed for no consideration.

7.     Acceleration of the Class  A-2 Unit Conversion . Notwithstanding the foregoing, the Earn-Out Consideration shall be converted and automatically accelerate (the “ Accelerated Earn-Out Achievement Date ”) if, prior to the Earn-Out Expiration Date, there occurs an Earn-Out Acceleration Event, in which case the entire Earn-Out Consideration shall be immediately converted into Class A-1 Units.

8.     Transfer of Class  A-2 Units . Until the Class A-2 Units convert to Class A-1 Units, SS OP Holdings may not transfer in any manner, any portion of the Class A-2 Units, and SS OP Holdings may not dispose of the Class A-2 Units within two years of receipt of such Class A-2 Units.

9.     FMV of Class  A-2 Units . The fair market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the Class A-2 Units was zero per Class A-2 Unit pursuant to the liquidation value method of IRS Revenue Procedures 93-27 and 2001-43. This profits interest is a “Safe Harbor” partnership interest as defined in IRS Revenue Procedures 93-27 and 2001-43.

10.     Additional Definitions .

“ AUM ” means the additional assets under management with respect to the self storage-focused programs advised or sponsored by the General Partner or its Affiliates as well as any future self storage-focused programs so advised or sponsored (the “ Self Storage Programs ”), measured against the assets under management with respect to the Self Storage Programs as of the Closing Date; provided, however , that (I) for the purposes of determining AUM as it relates to a particular property, the value shall be the sum of (a) the closing purchase price of such property and (b) the development costs and costs capitalized pursuant to GAAP (before depreciation and amortization) related to real estate, if any, associated with such property, (II) for the purposes of determining AUM as it relates to unconsolidated joint ventures, the value shall be the pro rata ownership of such joint venture’s gross real estate related GAAP cost basis, and (III) for the purposes of determining AUM as it relates to all other assets, the value shall be the fair market value of such real estate related assets and investments, as reasonably and mutually determined by SAM and SST II, in good faith.

“Earn-Out Acceleration Event” means the occurrence of any of the following: (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act is or becomes the “beneficial owner” (as defined in rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the General Partner representing a majority of the voting power of General Partner’s then outstanding securities, (ii) a change in the composition of the board of directors of the General Partner occurs such that the individuals who, as of immediately after the Closing, constitute the board of directors of the General Partner cease for any reason to constitute at least a majority of the board of directors of the General Partner, other than in the case of any individual who becomes a member of the board of directors of the General Partner subsequent to the Closing whose election or nomination for election by equity holders of the General Partner was approved by a vote of at least a majority of those individuals who were former members of the board of directors of the General Partner, (iii) a reorganization, merger or consolidation, sale or other disposition of all or substantially all of the assets of the General Partner or other transaction is consummated (other than a transaction between the General Partner or one of its Affiliates, on the one hand, and any entity that is, at the time of such transaction, sponsored or advised by SmartStop Asset Management, LLC or the General Partner or their Affiliates, on the other hand) and unless, in each case, immediately following such transaction or disposition, the individuals and entities who were the beneficial owners of the voting securities of the General Partner immediately prior to the transaction or disposition beneficially own, directly or indirectly, a majority of the voting power of the then outstanding voting securities of the surviving entity in the transaction or disposition (including an entity which as a result of such transaction owns the General Partner or all or substantially all of its assets), or (iv) H. Michael Schwartz is removed either as a member of the board of directors or as an executive officer of the General Partner for any reason other than for Cause (as that term is defined in the General Partner’s Executive Severance and Change of Control Plan in existence as of the date of the Contribution Agreement).

“ Liquidating Gain ” means any capital gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to capital gain realized in connection with an adjustment of Section 704(b) basis of Partnership assets.

11.     Conversion of the Class  A-2 Units. The Class A-2 Units shall be automatically converted at the Earn-Out Exchange Ratio into Class A-1 Units on each respective Earn-Out Tier Achievement Date or the Accelerated Earn-Out Achievement Date, as applicable (each such issuance date, an “ Earn-Out Issuance Date ”). For the avoidance of doubt, the actual date of each such Earn-Out Issuance Date shall be the actual date of the corresponding Earn-Out Tier Achievement Date irrespective of when such date is actually determined. On each Earn-Out Issuance Date, following the Partnership’s receipt of a certification from SS OP Holdings that the statements contained in Section 3.20 of the Contribution Agreement are true and correct as if made as of the Earn-Out Issuance Date, the Partnership shall convert the Class A-2 Units into Class A-1 Units having all rights, privileges, limitations, and restrictions of the Class A-1 Units under the terms of this Agreement and shall deliver such evidence of conversion accompanied by such other good and sufficient instruments of transfer, redemption, or issuance (as the case may be) to SS OP Holdings as SS OP Holdings reasonably deems necessary and appropriate, to evidence the conversion of the Class A-2 Units into Class A-1 Units.

12.     Conduct of Business . From and after the Closing until the Third Earn-Out Tier Achievement Date, the Partnership shall, and shall cause SmartStop Storage Advisors, LLC (“SSA”) and each SSA Subsidiary to, operate the Business (as defined under the Contribution Agreement) in good faith and take into account the potential for the Earn-Out Consideration conversion. Neither the Partnership nor any of its Affiliates shall take any action, nor shall the Partnership nor any of its Affiliates refrain from taking any action, in either event with the specific intent to reduce the likelihood of the occurrence of any Earn-Out Tier Achievement Date.

13.     Re-calculation of the Earn-Out Tiers . In the event of a reorganization, merger or consolidation, sale or other disposition of all or substantially all of the assets of a Self Storage Program (as defined in the Contribution Agreement) (the “ Target Program ”) to any Person other than another Self Storage Program, the AUM of such Target Program shall be calculated as of the date of the closing of the transaction (the “ Closing AUM ”), and the dollar amount for each Earn-Out Tier that is set forth in this Exhibit D of this Agreement shall be reduced by the Closing AUM for the purposes of calculating the achievement of future Earn-Out Tiers.

14.     Applicability of the Agreement . To the extent not inconsistent with the terms set forth in this Exhibit D, the Class A-2 Units are subject to the terms of this Agreement which apply to Limited Partnership Interests and Partnership Units generally. All defined terms not otherwise defined herein shall have the definitions set forth in this Agreement.

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of June 28, 2019, is made by and among STRATEGIC STORAGE TRUST II, INC. , a Maryland corporation (“ SST II ”), STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P. , a Delaware limited partnership (“ Operating Partnership ”), and SMARTSTOP OP HOLDINGS, LLC , a Delaware limited liability company (“ SS OP Holdings ”), SS GROWTH ADVISOR, LLC , a Delaware limited liability company (“ SS Growth Advisor ”), STRATEGIC 1031, LLC, a Delaware limited liability company (“ Strategic 1031 ”), SS TORONTO REIT ADVISORS, INC. , a Delaware corporation (“ SS Toronto REIT Advisors ”), SAN JUAN CAPITAL, LLC (“ San Juan Capital ”), and JDW 1998 TRUST (“ JDW ”).

RECITALS

WHEREAS , SST II, the Operating Partnership, SS OP Holdings and SmartStop Asset Management, LLC have entered into a Contribution Agreement dated as of the date hereof (the “ Contribution Agreement ”), pursuant to which SS OP Holdings and SmartStop Asset Management, LLC (“ SAM ”) are contributing to the Operating Partnership personnel and certain other assets used in the operation of the self storage sponsor platform of SAM in exchange for the consideration described therein, including units of Class A-1 limited partnership interest in the Operating Partnership (the “ Class  A-1 OP Units ”) and units of Class A-2 limited partnership interest in the Operating Partnership (which, once converted in accordance with their terms, will be Class A-1 OP Units for all purposes, including for purposes of this Agreement);

WHEREAS , SS Growth Advisor, Strategic 1031, SS Toronto REIT Advisors, San Juan Capital and JDW each own units of Class A limited partnership interest in the Operating Partnership (the “ Class  A OP Units ”; and together with the Class A-1 OP Units, the “ OP Units ”);

WHEREAS , upon the terms and subject to the conditions contained in the Operating Partnership Agreement, as amended, the OP Units will be redeemable for shares of common stock of SST II, par value $0.001 per share (the “ Common Stock ”), provided, however, such OP Units may not be redeemed by SS OP Holdings for Common Stock of SST II until June 28, 2021 (the “ Lock-Up Expiration ”);

WHEREAS , SS OP Holdings has agreed to the Lock-Up Expiration and SST II has agreed to grant the registration rights set forth herein, after the Lock-Up Expiration; and

WHEREAS , the parties hereto desire to enter into this Agreement to evidence the foregoing agreement of SST II and the mutual covenants of the parties relating thereto.

NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section  1.      Definitions . In this Agreement, the following terms have the following respective meanings:

“ Affiliate ” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

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“ Agreement ” means this Registration Rights Agreement, as it may be amended, supplemented or restated from time to time.

“ Board ” means the board of directors of SST II.

“ Business Day ” means any day other than a Saturday, Sunday or any day on which banks located in the State of New York are authorized or required to be closed for the conduct of regular banking business.

“ Common Stock ” has the meaning ascribed to it in the recitals hereof.

“ Contribution Agreement ” has the meaning ascribed to it in the recitals hereof.

“ Demand Registration ” has the meaning ascribed to it in Section  2(a) .

“ End of Suspension Notice ” has the meaning ascribed to it in Section  4(c) .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.

“ FINRA ” means the Financial Industry Regulatory Authority.

“ Holder ” means each Person holding Registrable Shares, including (i) the undersigned and (ii) each Person holding Registrable Shares as a result of a transfer, distribution or assignment to that Person of Registrable Shares (other than pursuant to an effective Resale Registration Statement or Rule 144), provided, if applicable, such transfer, distribution or assignment is made in accordance with Section  10 of this Agreement. For the avoidance of doubt, the term “Holder” shall include any Person holding OP Units that are or have been issued pursuant to the Contribution Agreement even if such Person has not exchanged such OP Units for Common Stock. For purposes of this Agreement, a Person shall be deemed to be a Holder, and the Registrable Shares shall be deemed to be in existence, whenever such Person has the right to acquire, directly or indirectly, such Registrable Shares (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Registrable Shares hereunder; provided a holder of Registrable Shares may only request that Registrable Shares in the form of Common Stock that is registered or to be registered as a class under Section 12 of the Exchange Act be registered pursuant to this Agreement.

“ Indemnified Party ” has the meaning ascribed to it in Section  8(a) .

“ Indemnifying Party ” has the meaning ascribed to it in Section  8(c) .

“ Lock-Up Expiration ” has the meaning ascribed to it in the recitals hereof.

“ Losses ” has the meaning ascribed to it in Section  8(a) .

“ Maximum Number of Shares ” has the meaning ascribed to it in Section  2(b) .

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“ NYSE ” means the New York Stock Exchange.

“ Operating Partnership Agreement ” means that certain Third Amended and Restated Limited Partnership Agreement of the Operating Partnership entered into concurrently herewith, as may be amended.

“ OP Units ” has the meaning ascribed to it in the recitals hereof.

“ Person ” means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, joint venture, other business organization, trust, union, association or any federal, state, municipal or local government, any instrumentality, subdivision, court, administrative or regulatory agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.

“ Piggyback Registration ” has the meaning ascribed to it in Section  3(a) .

“ Prospectus ” means the prospectus included in any Resale Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Shares covered by such Resale Registration Statement and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. “Prospectus” shall also include any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, relating to the Registrable Shares.

“ Registrable Shares ” means, with respect to any Holder, the shares of Common Stock that are held (now owned or hereafter acquired) by or issued or issuable to such Holder, including, without limitation, shares issued or issuable pursuant to (i) the Operating Partnership Agreement and (ii) any additional securities issued or issuable as a dividend or distribution on, in exchange for, or otherwise in respect of, such shares of Common Stock (including as a result of combinations, recapitalizations, mergers, consolidations, reorganizations or otherwise); provided that shares of Common Stock shall cease to be Registrable Shares with respect to any Holder at the time such shares have been (a) sold pursuant to a Resale Registration Statement or sold pursuant to Rule 144, or (b) sold to SST II or any of its subsidiaries.

“ Registration Expenses ” means any and all expenses incident to the performance of or compliance with this Agreement, including (i) all fees of the SEC, the NYSE or such other exchange on which the Registrable Shares are listed from time to time, and FINRA, (ii) all fees and expenses incurred in connection with compliance with federal or state securities or blue sky laws (including any registration, listing and filing fees and fees and disbursements of counsel in connection with blue sky qualification of any of the Registrable Shares and the preparation of a blue sky memorandum and compliance with the rules of FINRA and NYSE or other applicable exchange), (iii) internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) all expenses of any Persons in preparing or assisting in preparing, word processing, duplicating, printing, delivering and distributing any Resale Registration Statement, any Prospectus, any amendments or supplements thereto, securities sales agreements, certificates and any other documents relating to the performance under and compliance with this Agreement, (v) all fees and expenses incurred in connection with the listing or inclusion of any of the Registrable Shares on the NYSE or other applicable exchange pursuant to Section  5(j) , (vi) the fees and disbursements of counsel for SST II and of the independent public accountants of SST II (including the expenses of any special audit, agreed upon procedures and “cold comfort” letters required by or incident to such performance), and (vii) any fees and disbursements

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customarily paid in issues and sales of securities (including the fees and expenses of any experts retained by SST II in connection with any Resale Registration Statement); provided, however, that Registration Expenses will exclude brokers’ or underwriters’ discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Shares by a Holder and the fees and disbursements of any counsel to the Holders other than as provided for in clause (ii) above.

“ Renewal Deadline ” has the meaning ascribed to it in Section  2(f) .

“ Resale Registration Statement ” means any one or more registration statements of SST II filed under the Securities Act, whether pursuant to a Demand Registration, Piggyback Registration or otherwise, covering the resale of any of the Registrable Shares pursuant to the provisions of this Agreement, and all amendments and supplements to any such registration statements, including post-effective amendments and new registration statements, in each case including the prospectus contained therein, all exhibits thereto and all materials and documents incorporated by reference therein.

“ Rule 144 ” means Rule 144 under the Securities Act.

“ SEC ” means the Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ Selling Expenses ” means, if any, all underwriting or broker fees, discounts and selling commissions or similar fees or arrangements, fees of counsel to the selling Holder(s) (other than as specifically provided in the definition of “Registration Expenses” above) and transfer taxes allocable to the sale of the Registrable Shares included in the applicable offering.

“ SST II ” has the meaning set forth to it in the preamble hereof and includes SST II’s successors by merger, acquisition, reorganization or otherwise.

“ Suspension Event ” has the meaning ascribed to it in Section  4(c) .

“ Suspension Notice ” has the meaning ascribed to it in Section  4(c) .

Section 2.    Demand Registration Rights.

(a)    Subject to the provisions hereof, each Holder at any time from and after the Lock-Up Expiration, may request registration for resale under the Securities Act of all or part of the Registrable Shares (a “ Demand Registration ”) of such Holder by giving written notice thereof to SST II, which request will specify the number of shares of Registrable Shares to be offered by such Holder, whether the intended manner of sale will include or involve an underwritten offering and whether such Resale Registration Statement will be a “shelf” Resale Registration Statement under Rule 415 promulgated under the Securities Act. Notwithstanding the foregoing, each Holder may provide notice of its intent to request a Demand Registration up to 60 days prior to the Lock-Up Expiration, provided, however, that no such registration shall become effective until after the Lock-Up Expiration. Subject to Sections 2(c) and 2(e) below and the last sentence of this Section  2(a) , SST II will use commercially reasonable efforts (i) to file a Resale Registration Statement (which will be a “shelf” Resale Registration Statement under Rule 415 promulgated under the Securities Act if requested pursuant to the Holder’s request pursuant to the first sentence of this Section  2(a) ) registering for resale such number of Registrable Shares as requested to be so registered within 30 days after such Holder’s request therefor in the case of a registration on Form S-3 (and 60 days in the case of a registration on Form S-11 or such other appropriate form), and (ii) to cause

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such Resale Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. Notwithstanding the foregoing, SST II will not be required to effect a registration pursuant to this Section  2(a) with respect to securities that are not Registrable Shares. If permitted under the Securities Act, such Resale Registration Statement will be one that is automatically effective upon filing. Notwithstanding anything to the contrary contained in this Section  2(a) , if at the time SST II receives a request for a Demand Registration, SST II has an effective shelf registration statement, SST II may include all or part of the Registrable Shares covered by such request in such registration statement, including by virtue of including the Registrable Shares in a prospectus supplement to such shelf registration statement and filing such prospectus supplement pursuant to Rule 424(b)(7) under the Securities Act (in which event, SST II shall be deemed to have satisfied its registration obligation under this Section  2(a) with respect to such Demand Registration request and such shelf registration statement shall be deemed to be a Resale Registration Statement for purposes of this Agreement).

(b)    If such Demand Registration is in respect of an underwritten offering and the managing underwriters of the requested Demand Registration advise SST II and the Holders that in the reasonable opinion of the managing underwriters the number of shares of Common Stock proposed to be included in the Demand Registration exceeds the number of shares of Common Stock that can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the offering price per share) (such maximum number of shares, the “ Maximum Number of Shares ”), SST II will include in such Demand Registration only such number of shares of Common Stock that, in the reasonable opinion of the managing underwriters, can be sold without materially delaying or jeopardizing the success of the offering (including the offering price per share), provided that SST II will include in such registration, unless otherwise agreed by SST II and the Holders, (i) first the number of shares of Common Stock requested to be included therein by the Holders, and (ii) second, (and only to the extent the amount of such shares of Common Stock to be sold by the Holders is less that the Maximum Number of Shares), the Registrable Shares requested to be included in such registration by other holders, pro rata among the other holders on the basis of the number of Registrable Shares and other shares of Common Stock requested to be included by each such holder.

(c)    If any of the Registrable Shares covered by a Demand Registration are to be sold in an underwritten offering, SST II shall have the right to (i) select the underwriters (and their roles) in the offering, and (ii) determine the structure of the offering and negotiate the terms of any underwritten agreement as they relate to the Holders, including the number of shares to be sold (if not all shares offered can be sold at the highest price offered by the underwriters), the offering price and underwriting discount; provided that the identity of the underwriters and such structure and terms are reasonably acceptable to the Holders.

(d)    Notwithstanding the foregoing, if the Board determines in its good faith judgment that the filing of a Demand Registration would (i) be materially detrimental to SST II in that such registration would interfere with a material corporate transaction, or (ii) require the disclosure of material non-public information concerning SST II that at the time is not, in the good faith judgment of the Board, in the best interest of SST II to disclose and is not, in the opinion of SST II’s counsel, otherwise required to be disclosed, then (x) SST II will have the right to defer such filing for a period of not more than 60 days after receipt of any demand by any Holder, and (y) SST II will not exercise its right to defer a Demand Registration more than once in any 12-month period. SST II will give written notice of its determination to the Holders to defer the filing and of the fact the purpose for such deferral no longer exists, in each case, promptly after the occurrence thereof.

(e)    Upon the effectiveness of any Demand Registration, SST II will use commercially reasonable efforts to keep the Resale Registration Statement continuously effective until such time as all of the Registrable Shares covered by such Demand Registration have been sold pursuant to such Demand Registration.

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(f)    If, by the third anniversary (the “ Renewal Deadline ”) of the initial effective date of a Resale Registration Statement filed pursuant to Section  2(a) , any of the Registrable Shares included on such registration statement remain unsold by any Holder, SST II will file, if it has not already done so and is eligible to do so, a new Resale Registration Statement covering the Registrable Shares included on the prior Resale Registration Statement; if at the Renewal Deadline SST II is not eligible to file an automatic shelf registration statement, SST II will, if it has not already done so, file a new Resale Registration Statement and will use commercially reasonable efforts to cause such Resale Registration Statement to be declared effective within 180 days after the Renewal Deadline; and SST II will take all other action necessary or appropriate to permit the public offering and sale of the Registrable Shares to continue as contemplated in the expired Resale Registration Statement. References herein to Resale Registration Statement shall include such new shelf registration statement.

Section 3.    Piggyback Registration.

(a)    If at any time SST II has registered, or has determined to register, any of its securities for its own account or for the account of other security holders of SST II on any registration form (other than Form S-4 or S-8) that permits the inclusion of the Registrable Shares (a “ Piggyback Registration ”), SST II will give the Holders written notice thereof promptly (but in no event less than 20 days prior to the anticipated filing date) and, subject to Section  3(b) , will include in such registration all Registrable Shares requested to be included therein pursuant to the written request of any Holder. Notwithstanding the foregoing, SST II will not be required to include any Registrable Shares in any registration under this Section  3(a) prior to the Lock-Up Expiration.

(b)    If a Piggyback Registration is initiated as a primary underwritten offering on behalf of SST II, and the managing underwriters advise SST II and the Holders that, in the reasonable opinion of the managing underwriters, the number of shares of Common Stock proposed to be included in such registration exceeds the Maximum Number of Shares, SST II will include in such registration, unless otherwise agreed by SST II and the Holders, (i) first, the number of shares of Common Stock that SST II proposes to sell, and (ii) second, the Registrable Shares of such Holders.

(c)    If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than under this Agreement, and the managing underwriters advise SST II that, in the reasonable opinion of the managing underwriters, the number of shares of Common Stock proposed to be included in such registration exceeds the Maximum Number of Shares, then SST II will include in such registration, unless otherwise agreed by SST II and the holders (including the Holders, if any), (i) first the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration, and (ii) second, (to the extent the amount of such shares of Common Stock to be sold by such other holders is less that the Maximum Number of Shares), the Registrable Shares requested to be included in such registration by the Holders and the shares of Common Stock requested to be included in such registration by other holders, pro rata among the Holders and other holders on the basis of the number of Registrable Shares and other shares of Common Stock requested to be included by each such Holder and other holder, respectively.

(d)    If any Piggyback Registration is a primary or secondary underwritten offering, SST II will have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering.

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(e)    SST II will not grant to any Person the right to request SST II to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section  3 .

(f)    Nothing in this Section  3 shall create any liability on the part of SST II to the Holders if SST II in its sole discretion decides not to file a registration statement previously proposed to be filed as described in Section  3(a) on which the Holders’ Piggyback Registration request was based or to withdraw such registration statement subsequent to its filing.

Section 4.    Suspension.

(a)    Subject to the provisions of this Section  4 and a good faith determination by SST II that it is in the best interests of SST II to suspend the use of any Resale Registration Statement following the effectiveness of such Resale Registration Statement (and the filings with any U.S. federal or state securities commission), SST II, by written notice to the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Resale Registration Statement for such times as SST II reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period), if any of the following events will occur: (i) an underwritten public offering of Common Stock by SST II if SST II is advised by the underwriters that the concurrent resale of the Registrable Shares by the Holders pursuant to the Resale Registration Statement would have a material adverse effect on SST II’s offering, (ii) there is material non-public information regarding SST II that (A) SST II determines not to be in SST II’s best interest to disclose, (B) would, in the good faith determination of SST II, require a revision to the Resale Registration Statement so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (C) SST II is not otherwise required to disclose, or (iii) there is a significant bona fide business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business), including any significant merger, consolidation, tender offer or other similar transaction) available to SST II that SST II determines not to be in SST II’s best interests to disclose.

(b)    Upon the earlier to occur of (i) SST II delivering to the Holders an End of Suspension Notice (as defined below), or (ii) the end of the maximum permissible suspension period, SST II will use commercially reasonable efforts to promptly amend or supplement the Resale Registration Statement so as to permit the Holders to resume sales of the Registrable Shares as soon as possible.

(c)    In the case of an event that causes SST II to suspend the use of a Resale Registration Statement (a “ Suspension Event ”), SST II will give written notice (a “ Suspension Notice ”) to the Holders to suspend sales of the Registrable Shares, and such notice will state that such suspension will continue only for so long as the Suspension Event or its effect is continuing and SST II is taking all reasonable steps to terminate suspension of the effectiveness of the Resale Registration Statement as promptly as possible. The Holders will not affect any sales of the Registrable Shares pursuant to such Resale Registration Statement (or such filings) at any time after it has received a Suspension Notice from SST II prior to receipt of an End of Suspension Notice (as defined below). If so directed by SST II, the Holders will deliver to SST II (at the reasonable expense of SST II) all copies other than permanent file copies then in the Holders’ possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. Any Holder may recommence effecting sales of the Registrable Shares pursuant to the Resale Registration Statement (or such filings) following further notice to such effect (an “ End of Suspension Notice ”) from SST II, which End of Suspension Notice will be given by SST II to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect.

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Section  5.      Registration Procedures. In connection with the obligations of SST II with respect to any registration pursuant to this Agreement, SST II will:

(a)    prepare and file with the SEC, as specified in this Agreement, each Resale Registration Statement, which will comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use commercially reasonable efforts to cause any Resale Registration Statement to become and remain effective as set forth in Section  2 ;

(b)    subject to Section  4 , (i) prepare and file with the SEC such amendments and post-effective amendments to each such Resale Registration Statement as may be necessary to keep such Resale Registration Statement effective for the period described in Section  2 hereof, (ii) cause each Prospectus contained therein to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 or any similar rule that may be adopted under the Securities Act, and (iii) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by each Resale Registration Statement during the applicable period in accordance with the intended method or methods of distribution specified by the Holders;

(c)    furnish to the Holders, without charge, such number of copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as any such Holder may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Shares; SST II hereby consents to the use of such Prospectus, including each preliminary Prospectus, by the Holders in connection with the offering and sale of the Registrable Shares covered by any such Prospectus;

(d)    use commercially reasonable efforts to register or qualify, or obtain exemption from registration or qualification for, all Registrable Shares by the time the applicable Resale Registration Statement is declared effective by the SEC under all applicable state securities or “blue sky” laws of such domestic jurisdiction as any Holder may reasonably request in writing, keep each such registration or qualification or exemption effective during the period such Resale Registration Statement is required to be kept effective pursuant to Section  2 and do any and all other acts and things that may be reasonably necessary or advisable to enable the Holders to consummate the disposition in each such jurisdiction of such Registrable Shares owned by the Holders;

(e)    notify the Holders and, if requested, confirm such advice in writing (i) when such Resale Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose, (iii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Resale Registration Statement or related Prospectus or for additional information, and (iv) of the happening of any event during the period such Resale Registration Statement is effective as a result of which such Resale Registration Statement or the related Prospectus or any document incorporated by reference therein contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (which information will be accompanied by an instruction to suspend the use of the Resale Registration Statement and the Prospectus until the requisite changes have been made);

(f)    during the period of time referred to in Section  2 , use its best efforts to avoid the issuance of, or if issued, to obtain the withdrawal of, any order enjoining or suspending the use or effectiveness of a Resale Registration Statement or suspending the qualification (or exemption from qualification) of any of the Registrable Shares for sale in any jurisdiction, as promptly as practicable;

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(g)    upon request, furnish to the Holders, without charge, at least one conformed copy of such Resale Registration Statement and any post-effective amendment or supplement thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

(h)    except as provided in Section  4 , upon the occurrence of any event contemplated by Section  5(e)(iii) or (iv) , use commercially reasonable efforts to promptly prepare a supplement or post-effective amendment to a Resale Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, upon request, promptly furnish to the Holders a reasonable number of copies of each such supplement or post-effective amendment;

(i)    enter into customary agreements and take all other action in connection therewith in order to expedite or facilitate the distribution of the Registrable Shares included in such Resale Registration Statement;

(j)    use commercially reasonable efforts (including seeking to cure SST II’s listing or inclusion application of any deficiencies cited by the exchange or market) to list or include all Registrable Shares on any securities exchange on which similar securities issued by SST II are then listed and, if not so listed, to be listed on a securities exchange, and enter into such customary agreements including a supplemental listing application and indemnification agreement in customary form;

(k)    prepare and file in a timely manner all documents and reports required by the Exchange Act and, to the extent SST II’s obligation to file such reports pursuant to Section 15(d) of the Exchange Act expires prior to the expiration of the effectiveness period of the Resale Registration Statement as required by Section  2 hereof, SST II will register the Registrable Shares under the Exchange Act and maintain such registration through the effectiveness period required by Section  2 ;

(l)    (i) otherwise use commercially reasonable efforts to comply in all material respects with all applicable rules and regulations of the SEC, (ii) make generally available to its stockholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering at least 12 months that satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, and (iii) delay filing any Resale Registration Statement or Prospectus or amendment or supplement to such Resale Registration Statement or Prospectus to which the Holders will have reasonably objected on the grounds that such Resale Registration Statement or Prospectus or amendment or supplement does not comply in all material respects with the requirements of the Securities Act, the Holders having been furnished with a copy thereof at least two Business Days prior to the filing thereof; provided, however, that SST II may file such Resale Registration Statement or Prospectus or amendment or supplement following such time as SST II will have made a good faith effort to resolve any such issue with the Holders and will have advised the Holders in writing of its reasonable belief that such filing complies in all material respects with the requirements of the Securities Act;

(m)    cause to be maintained a registrar and transfer agent for all Registrable Shares covered by any Resale Registration Statement from and after a date not later than the effective date of such Resale Registration Statement;

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(n)    in connection with any sale or transfer of the Registrable Shares (whether or not pursuant to a Resale Registration Statement) that will result in the securities being delivered no longer constituting Registrable Shares, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing the Registrable Shares to be sold, which certificates will not bear any transfer restrictive legends arising under federal or state securities laws, and to enable such Registrable Shares to be in such denominations and registered in such names as the Holders may request at least three Business Days prior to any sale of the Registrable Shares;

(o)    in connection with a public offering of Registrable Shares, whether or not such offering is an underwritten offering, use commercially reasonable efforts to obtain a “comfort” letter from the independent public accountant for SST II and any acquisition target of SST II whose financial statements are required to be included or incorporated by reference in any Resale Registration Statement, in form and substance customarily given by independent certified public accountants in an underwritten public offering, addressed to the underwriters, if any, and to the Holders;

(p)    execute and deliver all instruments and documents (including an underwriting agreement or placement agent agreement, as applicable in customary form) and take such other actions and obtain such certificates and opinions as sellers of the Registrable Shares being sold reasonably request in order to effect a public offering of such Registrable Shares and in such connection, whether or not an underwriting agreement is entered into and whether or not the offering is an underwritten offering, (i) make such representations and warranties to the Holders and the underwriters, if any, with respect to the business of SST II and its subsidiaries, and the Resale Registration Statement and documents, if any, incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and, if true, confirm the same if and when requested, and (ii) use commercially reasonable efforts to furnish to the Holders and the underwriters of such Registrable Shares opinions and negative assurance letters of counsel to SST II and updates thereof (which counsel and opinions (in form, scope and substance) will be reasonably satisfactory to the managing underwriters, if any, and counsels to the Holders), covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such counsel and any such underwriters; and

(q)    upon reasonable request of any Holder, SST II will file an amendment to any applicable Resale Registration Statement (or Prospectus supplement, as applicable), to update the information provided by such Holder in connection with such Holder’s disposition of Registrable Shares.

Section 6.    Required Information.

(a)    SST II may require a Holder to furnish in writing to SST II such information regarding such Holder and the proposed distribution of Registrable Shares by such Holder as SST II may from time to time reasonably request in writing or as will be required to effect registration of the Registrable Shares. Each Holder further agrees to furnish promptly to SST II in writing all information required from time to time to make the information previously furnished by such Holder not misleading.

(b)    Each Holder agrees that, upon receipt of any notice from SST II of the happening of any event of the kind described in Sections 5(e)(ii) , 5(e)(iii) or 5(e)(iv) hereof, such Holder will immediately discontinue disposition of Registrable Shares pursuant to a Resale Registration Statement until (i) any such stop order is vacated, or (ii) if an event described in Sections 5(e)(iii) or 5(e)(iv) occurs, such Holder’s receipt of the copies of the supplemented or amended Prospectus. If so directed by SST II, each Holder will deliver to SST II (at the reasonable expense of SST II) all copies, other than permanent file copies then in such Holder’s possession, in its possession of the Prospectus covering such Registrable Shares current at the time of receipt of such notice.

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Section  7.      Registration Expenses. SST II will pay all Registration Expenses in connection with the registration of the Registrable Shares pursuant to this Agreement and any other actions that may be taken in connection with the registration contemplated herein. Other than the Registration Expenses, each Holder will bear all Selling Expenses incurred by such Holder and any other expense incurred by such Holder relating to a registration of Registrable Shares pursuant to this Agreement and any other Selling Expenses incurred by such Holder relating to the sale or disposition of such Holder’s Registrable Shares pursuant to any Resale Registration Statement.

Section 8.    Indemnification.

(a)    SST II will indemnify and hold harmless each Holder, each Person who controls each Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, members, managers, stockholders, partners, limited partners, agents and employees of each of them (each an “ Indemnified Party ”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including reasonable attorneys’ fees) and expenses (collectively, “ Losses ”), as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the Resale Registration Statement or any Prospectus or in any amendment or supplement thereto or in any preliminary Prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by SST II of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement; in each case except to the extent that such untrue statement or omission is based upon information regarding such Holder furnished in writing to SST II by or on behalf of such Holder expressly for use therein.

(b)    Each Holder will indemnify and hold harmless SST II, and the directors of SST II, each officer of SST II who will sign a Resale Registration Statement, each underwriter, broker or other Person acting on behalf of the holders of securities included in a Resale Registration Statement, and each Person who controls any of the foregoing Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any Losses, as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in a Resale Registration Statement or any Prospectus or in any amendment or supplement thereto or in any preliminary Prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is based upon information regarding such Holder furnished in writing to SST II by or on behalf of such Holder expressly for use therein; provided that the obligation to indemnify shall be individual, not joint and several, for each Holder.

(c)    Each Indemnified Party under this Section  8 will give notice to the party required to provide indemnification (the “ Indemnifying Party ”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, but the omission to so notify the Indemnifying Party will not relieve it from any liability which it may have to the Indemnified Party pursuant to the provisions of this Section  8 except to the extent of the actual damages suffered by such delay in notification. The Indemnifying Party will assume the defense of such action, including the employment of counsel to be chosen by the Indemnifying Party to be reasonably satisfactory to the Indemnified Party, and payment of expenses. The Indemnified Party will have the right to employ its own counsel in any such case, but the legal fees and expenses of such counsel will be at the expense of the Indemnified Party, unless (i) the employment of such counsel will have been authorized in writing by

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the Indemnifying Party in connection with the defense of such action, (ii) the Indemnifying Party will not have employed counsel to take charge of the defense of such action or (iii) the Indemnified Party will have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party will not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events such fees and expenses will be borne by the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, will, except with the consent of each Indemnified Party, consent to the entry of any judgment or enter into any settlement unless such judgment or settlement (i) includes an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

(d)    If the indemnification provided for in this Section  8 is unavailable to a party that would have been an Indemnified Party under this Section  8 in respect of any expenses, claims, losses, damages and liabilities referred to herein, then each party that would have been an Indemnifying Party hereunder will, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such expenses, claims, losses, damages and liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and such Indemnified Party on the other in connection with the statement or omission which resulted in such reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or such Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. SST II and each Holder agree that it would not be just and equitable if contribution pursuant to this Section  8 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable consideration referred to above in this Section  8(d) .

(e)    No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(f)    In no event will any Holder be liable for any expenses, claims, losses, damages or liabilities pursuant to this Section  8 in excess of the net proceeds to such Holder of any Registrable Shares sold by such Holder.

Section  9.      Rule 144. SST II shall, at SST II’s expense, for so long as any Holder holds any Registrable Shares, promptly take all actions reasonably requested by such Holder to facilitate any proposed sale of Registrable Shares by the Holders in accordance with the provisions of Rule 144, including by(i) complying with the current public information requirements of Rule 144 and (ii) providing opinions of counsel as may be reasonably necessary in order for the Holders to avail themselves of such rule to allow the Holders to sell such Registrable Shares without registration.

Section  10.      Transfer of Registration Rights. The rights and obligations of SS OP Holdings under this Agreement may be transferred or otherwise assigned to a transferee or assignee of Registrable Shares, provided (i) such transferee or assignee becomes a party to this Agreement or agrees in writing to be subject to the terms hereof to the same extent as if such transferee or assignee were an original party hereunder, and (ii) SST II is given written notice by SS OP Holdings of such transfer or assignment stating the name and address of such transferee or assignee and identifying the securities with regard to which such rights and obligations are being transferred or assigned.

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Section 11.    Miscellaneous.

(a)     Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, controversy or dispute arising under or related in any way to this Agreement, the relationship of the parties, the transactions contemplated by this Agreement and/or the interpretation and enforcement of the rights and duties of the parties hereunder or related in any way to the foregoing, will be governed by and construed in accordance with the laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.

EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF MARYLAND FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND AGREES THAT ALL CLAIMS IN RESPECT OF THE SUIT, ACTION OR OTHER PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH PARTY AGREES TO COMMENCE ANY SUCH SUIT, ACTION OR OTHER PROCEEDING IN ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF MARYLAND. EACH PARTY WAIVES ANY DEFENSE OF IMPROPER VENUE OR INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY, OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO. ANY PARTY MAY MAKE SERVICE ON ANY OTHER PARTY BY SENDING OR DELIVERING A COPY OF THE PROCESS TO THE PARTY TO BE SERVED AT THE ADDRESS AND IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 11(E) . NOTHING IN THIS SECTION 11(A) , HOWEVER, WILL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AT EQUITY. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING SO BROUGHT WILL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW OR AT EQUITY.

EACH OF THE PARTIES HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY SUCH RIGHTS AND OBLIGATIONS. EACH OF THE PARTIES (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (II) ACKNOWLEDGES THAT SUCH OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

(b)     Entire Agreement. This Agreement, together with the Contribution Agreement, constitutes the full and entire understanding and agreement among the parties with regard to the subject hereof.

(c)     Interpretation and Usage. In this Agreement, unless there is a clear contrary intention: (i) when a reference is made to a section, an annex or a schedule, that reference is to a section, an annex or a schedule of or to this Agreement; (ii) the singular includes the plural and vice versa; (iii) reference to

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any agreement, document or instrument means that agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (iv) reference to any statute, rule, regulation or other law means that statute, rule, regulation or law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law means that section or provision from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of that section or provision; (v) “hereunder,” “hereof,” “hereto,” and words of similar import will be deemed references to this Agreement as a whole and not to any particular article, section or other provision of this Agreement; (vi) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (vii) references to agreements, documents or instruments will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (viii) the terms “writing,” “written” and words of similar import will be deemed to include communications and documents in e-mail, fax or any other similar electronic or documentary form.

(d)     Amendment. No supplement, modification, waiver or termination of this Agreement will be binding unless executed in writing by SST II and SS OP Holdings; provided that no such amendment, modification or waiver that would materially and adversely affect a Holder in a manner materially different than any other Holder ( provided that the accession by additional Holders to this Agreement pursuant to Section 10 shall not be deemed to adversely affect any Holder) shall be effective against such Holder without the consent of such Holder that is materially and adversely affected thereby.

(e)     Notices, etc. Any notice or other communication hereunder must be given in writing and either (a) delivered in Person, (b) transmitted by electronic mail or facsimile or (c) mailed by certified or registered mail, postage prepaid, return receipt requested as follows:

If to SS OP Holdings, addressed to:

c/o SmartStop Asset Management, LLC

10 Terrace Road

Ladera Ranch, CA 90245

Attention: H. Michael Schwartz; James L. Berg

Email: hms@sam.com; jberg@sam.com

With a copy (which shall not constitute notice) to:

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, California 92626

Attention: William Cernius

Email: William.Cernius@LW.com

If to SS Growth Advisor, addressed to:

c/o SmartStop Asset Management, LLC

10 Terrace Road

Ladera Ranch, CA 90245

Attention: H. Michael Schwartz; James L. Berg

Email: hms@sam.com; jberg@sam.com

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If to Strategic 1031, addressed to:

c/o SmartStop Asset Management, LLC

10 Terrace Road

Ladera Ranch, CA 90245

Attention: H. Michael Schwartz; James L. Berg

Email: hms@sam.com; jberg@sam.com

If to SS Toronto REIT Advisors, addressed to:

c/o SmartStop Asset Management, LLC

10 Terrace Road

Ladera Ranch, CA 90245

Attention: H. Michael Schwartz; James L. Berg

Email: hms@sam.com; jberg@sam.com

If to San Juan Capital, addressed to:

Burke Dambly

31103 Rancho Viejo Road 2-132

San Juan Capistrano, CA 92675

Attention: Burke Dambly

Email: Burke@privateassetgroupinc.com

If to JDW, addressed to:

James Walsh, Trustee

1706 Avenida Crescenta

San Clemente, CA 92672

Attention: James M. Walsh

Email: Jamesmwalsh@cox.net

If to SST II, addressed to:

Strategic Storage Trust II, Inc.

10 Terrace Road

Ladera Ranch, CA 92694

Attention: Michael McClure; Nicholas Look

Email: mmcclure@sam.com; nlook@sam.com

With a copy (which shall not constitute notice) to:

Nelson Mullins Riley & Scarborough LLP

201 17 ^th Street NW, Suite 1700

Atlanta, GA 30363

Attention: Michael K. Rafter, Esq.

Email: mike.rafter@nelsonmullins.com

or to such other address or to such other Person as each party shall have last designated by such notice to the other parties. Each such notice or other communication shall be effective (i) when delivered in Person, (ii) if given by telecommunication, when transmitted to the applicable number so specified in (or pursuant to) this Section  11(e) and an appropriate confirmation is received, and (iii) if given by mail, three (3) Business Days after delivery or the first attempted delivery.

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(f)     Counterparts. This Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile, and each of which shall be deemed an original of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same Agreement.

(g)     Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any governmental entity, the remaining provisions of this Agreement shall remain in full force and effect; provided that the essential terms and conditions of this Agreement for all parties remain valid, binding and enforceable. In the event of any such determination, the parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intents and purposes hereof. To the extent permitted by law, the parties hereby to the same extent waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect.

(h)     Section Titles. Section titles are for descriptive purposes only and will not control or alter the meaning of this Agreement as set forth in the text.

(i)     Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns and will inure to the benefit of the parties hereto and their respective successors and permitted assigns. If any successor or permitted assignee of SS OP Holdings will acquire Registrable Shares in any manner, whether by operation of law or otherwise, (a) such successor or permitted assignee will be entitled to all of the benefits of SS OP Holdings under this Agreement and (b) such Registrable Shares will be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Shares such Person will be conclusively deemed to have agreed to be bound by all of the terms and provisions hereof.

(j)     Remedies; No Waiver. Each party acknowledges and agrees that the other parties would be irreparably damaged in the event that the covenants set forth in this Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that each party hereto will be entitled to seek an injunction to specifically enforce the terms of this Agreement solely in the courts specified in Section  11(a) , in addition to any other remedy to which such party may be entitled hereunder, at law or in equity.

No failure or delay by a party in exercising any right or remedy provided by law or under this Agreement will impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy will preclude any further exercise of it or the exercise of any other remedy.

(k)     Changes in Securities Laws. In the event any amendment, repeal or other change in the securities laws will render the provisions of this Agreement inapplicable, SST II will provide each Holder with substantially similar rights to those granted under this Agreement and use it good faith efforts to cause such rights to be as comparable as possible to the rights granted to such Holder hereunder.

[Signatures appear on next page]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

[Signature Page to Registration Rights Agreement]

[Signature Page to Registration Rights Agreement]

Exhibit 10.4

STRATEGIC STORAGE TRUST II, INC.

EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN

ARTICLE I

PURPOSE AND PARTICIPATION

1.1     Adoption; Purpose . The Board of Directors (the “ Board ”) of Strategic Storage Trust II, Inc. (the “ Company ”) has adopted this Executive Severance and Change of Control Plan (this “ Plan ”) for the purpose of providing severance and change of control protections to certain key employees of the Company and its Subsidiaries. The Plan, as set forth herein, is intended to provide severance protections to a select group of management or highly compensated employees (within the meaning of ERISA) in connection with qualifying terminations of employment.

1.2     Participation . This Plan is only for the benefit of Participants, and no other employees, personnel, consultants or independent contractors shall be eligible to participate in this Plan or to receive any rights or benefits hereunder. Participants are those employees (including new hires) designated by the Compensation Committee as Participants from time to time, subject to, and conditioned upon, such employee executing and delivering to the Company a Letter Agreement.

1.3     Contract of Employment . Nothing in this Plan shall be construed as creating an express or implied contract of employment and nothing herein shall confer upon any Participant any right with respect to continued employment with the Company or any Subsidiary or limit the right of the Company or any Subsidiary to terminate such Participant at any time.

ARTICLE II

DEFINITIONS AND INTERPRETATIONS

2.1     Definitions .

Capitalized terms used in this Plan but not otherwise defined herein shall have the following respective meanings:

“ Accrued Obligations ” shall mean, with respect to a Participant, the sum of the following: (a) any accrued but unpaid Base Salary of such Participant through the Termination Date; (b) reimbursement for any unreimbursed business expenses properly incurred by such Participant in accordance with Company policy through such Participant’s Termination Date; (c) accrued and unused paid time off (PTO) or vacation; and (d) benefits due under any indemnification, insurance or other plan or arrangement to which such Participant may be entitled according to the documents governing such plans or arrangements, including coverage under COBRA to which such Participant or his or her beneficiaries may be entitled under Part 6 of Title I of ERISA and all related state and local laws.

“ Affiliate ” means any domestic or foreign individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Company.

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“ Average Cash Bonus ” shall mean a Participant’s average annual cash performance bonus based on the amount of cash performance bonus, if any, earned for the three (3) most recent years completed prior to the Termination Event, provided that, if the Participant was not eligible to receive an annual cash performance bonus for at least three (3) completed years prior to the Termination Event, then the Average Cash Bonus shall be (a) if the Participant earned a bonus for two (2) years completed prior to the Termination Event, the average annual cash performance bonus, if any, for the prior two (2) years; (b) if the Participant was eligible to receive a bonus for only one year completed prior to the Termination Event, the cash performance bonus, if any, earned for such year; and (c) if the Participant has not been employed long enough to be eligible to receive an annual bonus, then the Participant’s target annual cash performance bonus for the year in which the Termination Event occurs. In the event a Termination Event occurs following the completion of a year but prior to the payment date with respect to such year, the amount of such bonus shall be used in determining the Average Cash Bonus (i.e., disregarding any continued employment requirement through the payment date).

“ Base Salary ” shall mean the highest annual base salary paid to a Participant at any time by the Company within the two (2) years prior to the occurrence of a Termination Event with respect to such Participant.

“ Cause ” shall mean any of the following:

(a)    the willful fraud or material dishonesty of the Participant in connection with the performance of the Participant’s duties to the Company;

(b)    the deliberate or intentional failure by the Participant to substantially perform the Participant’s duties to the Company (other than the Participant’s failure resulting from the Participant’s incapacity due to physical or mental illness or any such actual or anticipated failure after the Participant’s issuance of a Termination Notice for Good Reason) after a written notice is delivered to the Participant by the Company, which demand specifically identifies the manner in which the Company believes the Participant has not substantially performed the Participant’s duties;

(c)    willful misconduct by the Participant that is materially detrimental to the reputation, goodwill or business operations of the Company or any Affiliate;

(d)    willful disclosure of the Company’s Confidential Information or trade secrets;

(e)    a breach of any restrictive covenants contained within the Participant’s Letter Agreement; or

(f)    the Participant’s conviction of, or plea of no contest to a charge of commission of, a felony or crime of moral turpitude.

For purposes of this definition, no act or failure to act will be considered “willful,” unless it is done or omitted to be done, by the Participant in bad faith or without reasonable belief that the

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Participant’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company will be presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company. In order for the Company to terminate the Participant’s employment for “Cause”, the Company shall have first given written notice of the alleged grounds purporting to constitute Cause (which notice must be given within sixty (60) days following the Board’s actual knowledge of the grounds purporting to constitute Cause) and the same shall not have been cured (if capable of cure) within 10 business days following such written notice.

“ Change of Control ” means the first to occur of any of the events set forth in the following paragraphs; provided, however , that a Qualified Event shall not constitute a Change of Control:

(a)    any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company or an Affiliate or a Company employee benefit plan, including any trustee of such plan acting as trustee, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote;

(b)    a merger, reverse merger or other business combination or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation other than an Affiliate, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger, reverse merger, business combination or consolidation;

(c)    during any 12-month period, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections (a) or (b)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof;

(d)    a sale or disposition (other than to an Affiliate) of all or substantially all of the Company’s assets in any single transaction or series of related transactions; or

(e)    the stockholders of the Company or the Board adopts a plan of liquidation.

Notwithstanding the foregoing, if a Change of Control constitutes a payment event with respect to an amount that provides for the deferral of compensation that is subject to Section 409A, then, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described above shall only constitute a Change of Control if such transaction also constitutes a “change in control event” (within the meaning of Section 409A).

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“ Change of Control Severance Payment ” shall mean an amount equal to: (a) 3.0 if the Participant is the Executive Chairman or Chief Executive Officer of the Company, or 2.0 if the Participant is another officer of the Company or any of its Subsidiaries; multiplied by (b) the sum of: (i) the Participant’s Base Salary; plus (ii) the Participant’s Average Cash Bonus.

“ COBRA ” shall mean the Consolidated Omnibus Reconciliation Act of 1985, as amended.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, and the regulations and formal guidance promulgated thereunder.

“ Compensation Committee ” shall mean the Compensation Committee of the Board.

“ Disability ” shall mean, with respect to a Participant, the same meaning as provided in the long-term disability plan or policy maintained by the Company. If no such disability plan or policy is maintained by the Company, “Disabled” means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. If the Participant disputes the Company’s determination of Disability, the Participant (or his or her designated physician) and the Company (or its designated physician) shall jointly appoint a third-party physician to examine the Participant and determine whether the Participant is Disabled.

“ Effective Date ” shall mean June 27, 2019.

“ ERISA ” shall mean the Employment Retirement Income Security Act of 1974, as amended, and the regulations and formal guidance promulgated thereunder.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Good Reason ” means, without the Participant’s written consent:

(a)    a material diminution of the Participant’s annual Base Salary, target Annual Bonus, target annual equity-based compensation opportunity, or other annual incentive compensation opportunities, in each case, as in effect on the Effective Date and as may be increased from time to time;

(b)    a material reduction in the Participant’s authority, title, duties or responsibilities;

(c)    the Participant being required to relocate the Participant’s principal place of employment with the Company more than thirty (30) miles from the Participant’s principal place of employment as of the Effective Date, it being understood that the Participant may be required to travel frequently in connection with the Participant’s position as set forth herein and that prolonged periods away from the Participant’s principal residence shall not constitute Good Reason; or

(d)    failure of any successor to the Company following a Change of Control to assume this Plan and the obligations hereunder.

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A termination of employment by the Participant shall not be deemed to be for Good Reason unless (i) the Participant gives the Company written notice describing the event or events which are the basis for such termination within sixty (60) calendar days after the Participant knows or should have known of the occurrence of such event or events, (ii) such grounds for termination (if susceptible to correction) are not corrected by the Company within thirty (30) calendar days after the Company’s receipt of such notice (“ Correction Period ”), and (iii) the Participant terminates the Participant’s employment no later than thirty (30) calendar days following the Correction Period.

“ Letter Agreement ” shall mean a letter agreement, substantially in the form attached hereto as Exhibit A (together with any changes approved by the Compensation Committee), executed and delivered by the Company and a Participant.

“ Participant ” shall mean an employee of the Company or any Subsidiary who both: (a) the Compensation Committee from time to time designates as a Participant in accordance with Section 1.2; and (b) has entered into a Letter Agreement with the Company.

“ Qualified Event ” means any of the following: (a) a straight listing of the Shares on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange; (b) an underwritten public offering of the Shares pursuant to an effective registration statement under the Securities Act of 1933, as amended from time to time, which the Shares are approved for listing or quotation on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange; or (c) a reverse merger of the Company into an existing publicly held company or its acquisition subsidiary, resulting in the Shares first becoming listed on the New York Stock Exchange, NASDAQ or on any other nationally recognized stock exchange.

“ Restrictive Covenants ” shall mean, with respect to a Participant, those non-competition, non-solicitation, non-disclosure, non-disparagement and other similar restrictive covenants set forth in the Letter Agreement executed and delivered by such Participant pursuant to this Plan.

“ Severance Period ” means a period of time following the Termination Date equal to the number of years equal to the multiple (i.e., 3.0., 2.0, 1.5 or 1.0) of the Participant’s Change of Control Severance Payment or Severance Payment, as applicable.

“ Shares ” means shares of the common stock of the Company and any successor security or interest.

“ Subsidiary ” means any subsidiary, affiliate or joint venture of the Company.

“ Termination Date ” shall mean, with respect to a Participant: (a) in the case of such Participant’s death, his or her date of death; (b) in the case of such Participant’s voluntary termination, the last day of such Participant’s employment; and (c) in all other cases, the date specified in the applicable Termination Notice.

“ Termination Event ” shall mean the termination of the employee-employer relationship between a Participant and the Company or any Subsidiary by reason of: (a) the resignation of such Participant; (b) the Company’s termination of such Participant; or (c) the death or Disability of such Participant.

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“ Severance Payment ” shall mean an amount equal to: (a) 2.0 if the Participant is the Executive Chairman or Chief Executive Officer of the Company, 1.5 if the Participant is the Chief Investment Officer or Chief Accounting Officer, or 1.0 if the Participant is another officer of the Company or its Affiliates; multiplied by (b) the sum of: (i) such Participant’s Base Salary; plus (ii) such Participant’s Average Cash Bonus.

2.2     Interpretation . In this Plan, unless a clear contrary intention appears: (a) the words “herein,” “hereof” and “hereunder” refer to this Plan as a whole and not to any particular Article, Section or other subdivision; (b) reference to any Article or Section, means such Article or Section hereof; and (c) the words “including” (and with correlative meaning “include”) means including, without limiting the generality of any description preceding such term. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

ARTICLE III

SEVERANCE; CHANGE OF CONTROL

3.1     Termination Without Cause or for Good Reason . Except as otherwise set forth in Section 3.2 and subject to Section 3.4, in the event that a Termination Event occurs with respect to a Participant by the Company or any Subsidiary without Cause (other than by reason of the death or Disability of such Participant) or by reason of a resignation by such Participant for Good Reason, such Participant shall be entitled to receive from the Company the Accrued Obligations and each of the following, subject to Section 4.2:

(a)    a Severance Payment, which amount the Company shall pay to the Participant over the Severance Period in equal installments in accordance with the Company’s normal payroll practices, commencing within sixty (60) calendar days following the Termination Date; and

(b)    the Company shall, at the Company’s expense, for period of time ending on the earlier to occur of (i) the completion of the applicable Severance Period and (ii) the date on which the Participant becomes eligible to receive healthcare coverage from a subsequent employer (the “ Benefit Continuation Period ”), provide medical coverage through the Company’s group medical plans at the same levels as would have applied if the Participant’s employment had not been terminated or reimburse the cost of such medical coverage, provided that (A) such Participant completes and timely files all necessary COBRA election documentation, which will be sent to such Participant after the Termination Date, and (B) in the case of reimbursement, during any COBRA period, such Participant continues to make all required premium payments required by COBRA. Notwithstanding the foregoing, if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the Benefit Continuation Period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or the Company is otherwise unable to continue to cover such Participant under its group health plans without penalty to the Company or the Participant under applicable law (including without limitation, Section 2716 of the Public Health Service Act) or due to unwillingness of the applicable group health plan’s insurer to allow such coverage, then, in either case, an amount equal to the COBRA premium as in effect as of such date shall thereafter be paid to such Participant in substantially equal monthly installments over the remainder of the Benefit Continuation Period; and

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(c)    any unvested restricted stock or other equity awards issued to the Participant under the Company’s Long-Term Incentive Plan or otherwise by the Company or its Affiliates that vests solely based on the passage of time (each, a “ Time-Based Award ”) shall vest and become exercisable, if applicable, as to the number of shares subject to such award that would have vested (and become exercisable) over the 12 month period following the Termination Date had the Participant remained employed; and

(d)    any performance-based vesting award issued to the Participant under the Company’s Long-Term Incentive Plan or otherwise by the Company or its Affiliates (each, a “ Performance-Based Award ”) that remains outstanding on the Termination Date shall remain outstanding and eligible to be earned following the completion of the performance period based on the actual achievement of applicable performance goals, and to the extent earned (if at all) shall vest on a pro rata basis based on the number of days the Participant remained employed from the commencement of the performance period through the Termination Date.

3.2     Change of Control Followed by Termination Without Cause or for Good Reason . Subject to Section 3.4, in the event that a Change of Control occurs:

(a)    any Time-Based Award that remains outstanding shall vest and, if applicable, become exercisable immediately prior to the Change of Control, subject to the Participant’s continued employment until immediately prior to such event; and

(b)    any Performance-Based Award that remains outstanding and that is not continued, converted, assumed or replaced with a substantially similar award by the Company or a successor entity or its parent or subsidiary in connection with the Change of Control (in each case, such award being considered “ Assumed ”), shall vest and, if applicable, become exercisable immediately prior to the Change of Control based on actual achievement of the applicable performance goals through the date of the Change of Control, as determined in the sole discretion of the Compensation Committee; and

(c)    if, during the twelve (12) month period following such Change of Control, a Termination Event occurs with respect to a Participant by reason of a Termination Event by the Company or any Subsidiary without Cause (other than by reason of the death or Disability of such Participant) or by reason of a resignation by such Participant for Good Reason, such Participant shall be entitled to receive from the Company the Accrued Obligations and each of the following, subject to Section 4.2:

i.    a Change of Control Severance Payment, which amount the Company shall pay to the Participant in a lump sum (subject to Section 4.2) within sixty (60) days following the Termination Date; provided, however, that if such Change of Control does not constitute a “change in control event” for purposes of Section 409A, then the Change of Control Severance Payment shall be paid pursuant to the payment timing set forth in Section 3.1(a) over the Severance Period; and

ii.    the Company shall, at the Company’s expense, for the Benefit Continuation Period, provide medical coverage or a corresponding payment as described in Section 3.1(b); and

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iii.    any Performance-Based Award that was Assumed in connection with such Change of Control and that remains unvested on the Termination Date shall (i) to the extent such award only remains subject to time-based vesting as of the Termination Date, vest and become exercisable (if applicable) or (ii) to the extent such award remains subject to performance-based vesting as of the Termination Date, remain outstanding and eligible to be earned following the completion of the performance period based on the actual achievement of applicable performance goals, and to the extent earned (if at all) shall vest on a pro rata basis based on the number of days the Participant remained employed from the commencement of the performance period through the Termination Date.

To the extent a Participant is entitled to any payments or benefits set forth in this Section 3.2, such Participant shall not be entitled to any payments or benefits set forth in Section 3.1.

3.3     Termination Other Than Without Cause or for Good Reason . In the event that a Termination Event occurs with respect to a Participant for any reason other than as set forth in Section 3.1 or Section 3.2 above, such Participant shall be entitled to receive from the Company the Accrued Obligations and, if such Termination Event is due to the Participant’s death or Disability: (a) a portion of the Participant’s annual cash performance bonus, as determined by the Compensation Committee based on actual performance for the performance period, and pro-rated for the number of days from the performance period commencement to the Termination Date, payable at its normal time (but in no event later than March 15 of the year following the year in which the Termination Date occurs); and (b) all unvested Time-Based Awards shall immediately vest and, if applicable, become exercisable, and (c) any Performance-Based Awards shall remain outstanding and eligible to be earned following the completion of the performance period based on the actual achievement of applicable performance goals, and to the extent earned (if at all) shall vest on a pro rata basis based on the number of days the Participant remained employed from the commencement of the performance period through the Termination Date.

3.4     General Release . Notwithstanding anything herein to the contrary, a Participant shall not be entitled to receive any payments or benefits, other than the Accrued Obligations, pursuant to Section 3.1 or Section 3.2 hereof (and such Participant shall forfeit all rights to such payments) unless such Participant has executed, delivered to the Company and not revoked a general release agreement, in a form of agreement generally used by the Company for such purposes, releasing the Company and its Affiliates from any and all claims such Participant may have (the “ General Release ”), and such General Release has become effective no later than fifty-five (55) calendar days following the Termination Date, and such Participant shall be entitled to receive such payments and benefits only so long as such Participant has not materially breached any of the provisions of the General Release or the Restrictive Covenants without cure (if curable) of any such breach within ten (10) business days after a notice from the Company specifying the breach. If the General Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then any cash payments due to a Participant shall be paid (subject to Section 4.2) in accordance with the provisions of Section 3.1 or Section 3.2, as applicable. Notwithstanding the foregoing, if the fifty-five (55) calendar day period begins in one calendar year and ends in another calendar year and all or any portion of such payments constitute “nonqualified deferred compensation” for purposes of Section 409A, then none of such payments shall begin until such second calendar year. The General Release shall have no greater obligations or more limiting post-employment restrictions than are expressly set forth in this Plan or in the Participant’s Letter Agreement.

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3.5     Termination Notices . For purposes of this Plan, any purported termination of employment of a Participant by the Company or any Subsidiary or by such Participant (other than due to such Participant’s death) shall be communicated by written notice to the other party, which notice shall specify the Termination Date (if applicable) (each, a “ Termination Notice ”). In the case of a termination of a Participant’s employment by the Company or a Subsidiary without Cause, the Company or such Subsidiary shall provide sixty (60) calendar days’ advance written notice to such Participant of such termination, with the last day of such Participant’s employment being the end of such sixty (60)-day notice period. At the Company’s option, it may place such Participant on a paid leave of absence for all or part of such notice period. In the case of a termination of a Participant’s employment by the Participant without Good Reason, the Participant shall provide sixty (60) calendar days advance written notice to the Company of such termination, with the last day of such Participant’s employment being the end of such sixty (60)-day notice period. The Company may elect, in its sole discretion, to have such Participant continue to provide services to the Company during some, all or none of such notice period and may elect, in its sole discretion, whether such services will be performed on or off Company premises.

3.6     No Mitigation . Except as provided in Sections 3.1(b), 3.2(b) and 5.3, the Company’s obligation to make payments and provide benefits under this Plan and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against a Participant or others. In no event shall a Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to such Participant under any of the provisions of this Plan, and such amounts shall not be reduced whether or not such Participant obtains other employment.

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ARTICLE IV

LIMITATIONS ON SEVERANCE AND RELATED TERMINATION BENEFITS

4.1     Parachute Payment Limitations . Notwithstanding anything to the contrary contained in this Plan (or any other agreement entered into by and between a Participant and the Company or any incentive arrangement or plan offered by the Company), in the event that any amount or benefit paid or distributed to a Participant pursuant to this Plan, taken together with any amounts or benefits in the nature of compensation (within the meaning of Section 280G of the Code) otherwise paid to such Participant by the Company (collectively, the “ Covered Payments ”), would constitute an “excess parachute payment” as defined in Section 280G of the Code, and would thereby subject such Participant to an excise tax under Section 4999 of the Code (an “ Excise Tax ”), the provisions of this Section 4.1 shall apply:

(a)     280G Events Occurring Before or In Connection with Qualified Event . With respect to a “change in control” event (within the meaning of Section 280G and 4999 of the Code) (a “ 280G Event ”) that occurs on or prior to the first Qualified Event occurring after the Effective Date, if it is determined that any Covered Payment will be subject to the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax (the “ Excise Tax ”), then the Participant shall be entitled to receive an additional cash payment (a “ Gross-Up Payment ”) equal to the sum of the Excise Tax payable by the Participant plus an amount such that, after payment by the Participant of all taxes (and any interest or penalties imposed with respect to such taxes), including without limitation, any federal, state or local income or employment taxes (and any interest and penalties imposed with respect thereto) on the Gross-Up Payment and the Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed on the Covered Payment itself or pursuant to Section 409A, the Participant retains an amount of the Gross-Up Payment such that the Participant is in the same after-tax position as if the Excise Tax had not been imposed.

(b)     280G Events Occurring After Qualified Event . With respect to a 280G Event occurring after the first Qualified Event occurring after the Effective Date, if the aggregate present value (as determined for purposes of Section 280G of the Code) of the Covered Payments made in connection with such 280G Event exceeds the amount which can be paid to a Participant without such Participant incurring an Excise Tax, then, solely to the extent that such Participant would be better off on an after tax basis by receiving no more than the maximum amount which may be paid hereunder without such Participant becoming subject to the Excise Tax, the Covered Payments shall be reduced (but not below zero) to the maximum amount which may be paid without such Participant becoming subject to the Excise Tax (such reduced payments to be referred to as the “ Payment Cap ”). The determination of whether such Covered Payments would result in the application of the Excise Tax, and the amount of reduction that is necessary so that no such Excise Tax would be applied, shall be made, at the Company’s expense, by a nationally recognized accounting, consulting or legal firm selected by the Company. In the event a Participant receives reduced payments and benefits as a result of application of this Section 4.1(b), such reduction shall first be made from payments and benefits which are determined not to be nonqualified deferred compensation for purposes of Section 409A, and then shall be made (to the extent necessary) out of payments and benefits that are subject to Section 409A and that are due at the latest future date.

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4.2     Compliance with Code Section  409A .

(a)    This Plan is intended to comply with Section 409A of the Code (“ Section  409A ”) or an exemption thereunder. This Plan shall be construed, interpreted and administered to the extent possible in a manner that does not result in the imposition on any Participant of any additional tax, penalty or interest under Section 409A. Any payments under this Plan that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. If any payment or benefit cannot be provided or made at the time specified herein without the imposition on a Participant of any additional tax, penalty or interest under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such additional tax, penalty or interest will not be imposed. For purposes of Section 409A: (i) any payments to be made under this Plan upon a termination of employment that constitute “nonqualified deferred compensation” within the meaning of Section 409A shall only be made upon a “separation from service” under Section 409A; (ii) each payment made under this Plan shall be treated as a separate payment; and (iii) the right to a series of installment payments under this Plan is to be treated as a right to a series of separate payments. In no event shall any Participant, directly or indirectly, designate the calendar year of payment.

(b)    All reimbursements and in-kind benefits provided under this Plan shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirements that: (i) any reimbursement is for expenses incurred during a Participant’s lifetime (or during a shorter period of time specified in this Plan); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(c)    Notwithstanding any provision in this Plan to the contrary, if, at the time of a Participant’s separation from service with the Company, the Company has securities which are publicly traded on an established securities market, such Participant is a “specified employee” (as defined in Section 409A) and it is necessary to postpone the commencement of any severance payments otherwise payable pursuant to this Plan as a result of such separation from service to prevent any accelerated or additional tax under Section 409A, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Participant) that constitute “nonqualified deferred compensation” under Section 409A until the first payroll date that occurs after the date that is six (6) months following Participant’s separation from service with the Company (as determined under Section 409A). If any payments are postponed pursuant to this Section 4.2(c), then such postponed amounts will be paid in a lump sum, without interest, to a Participant on the first payroll date that occurs after the date that is six (6) months following such Participant’s separation from service with the Company. If a Participant dies during the postponement period prior to the payment of any postponed amount, such amount shall be paid to the personal representative of such Participant’s estate within sixty (60) days after the date of Participant’s death.

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(d)    Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Plan comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a Participant on account of non-compliance with Section 409A.

ARTICLE V

MISCELLANEOUS PROVISIONS

5.1     Cumulative Benefits; Effect on Other Plans . Except as otherwise set forth herein or otherwise agreed to between the Company and a Participant, the rights and benefits provided to any Participant under this Plan are cumulative of, and are in addition to, all of the other rights and benefits provided to such Participant under any benefit plan of the Company or any agreement between such Participant and the Company or any Subsidiary. Notwithstanding anything to the contrary in this Plan, in the event that a Participant is entitled to severance payments or benefits under any other employment agreement, severance agreement or similar agreement between a Participant and the Company: (a) such Participant’s Severance Payment or Change of Control Severance Payment, as applicable, shall be reduced (but not below $0.00) by the aggregate amount of all similar severance payments due to such Participant under such other agreement; and (b) the Benefits Continuation Period shall be reduced by any similar period under such other agreement.

5.2     Plan Unfunded; Participant’s Rights Unsecured . This Plan shall be maintained in a manner to be considered “unfunded” for purposes of ERISA. The Company shall be required to make payments only as benefits become due and payable. No person shall have any right, other than the right of an unsecured general creditor against the Company, with respect to the benefits payable hereunder, or which may be payable hereunder, to any Participant, surviving spouse or beneficiary hereunder. If the Company, acting in its sole discretion, establishes a reserve or other fund associated with this Plan, no person shall have any right to or interest in any specific amount or asset of such reserve or fund by reason of amounts which may be payable to such person under this Plan, nor shall such person have any right to receive any payment under this Plan except as and to the extent expressly provided in this Plan. The assets in any such reserve or fund shall be part of the general assets of the Company, subject to the control of the Company. The Company shall not be required to establish any special or separate fund or make any other segregation of funds or assets to assure the payment of any benefit hereunder.

5.3     Recoupment . Notwithstanding any other provision of this Plan to the contrary, Participants will be subject to recoupment policies adopted by the Company to the extent required by applicable law, including any policy adopted pursuant to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other law or the listing requirements of any national securities exchange on which the Shares may be listed.

5.4     Waiver . No waiver of any provision of this Plan or any Letter Agreement shall be effective unless made in writing and signed by the waiving person or entity. The failure of any person or entity to require the performance of any term or obligation of this Plan or any Letter Agreement, or the waiver by any person or entity of any breach of this Plan or any Letter Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

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5.5     Amendment; Termination . The Board may amend or terminate this Plan at any time or from time to time for any reason, provided , that Sections 5.12 and 5.13 of this Plan and the Restrictive Covenants set forth in each Letter Agreement shall survive the termination of this Plan. The Company shall provide notice to Participants within fifteen (15) days of any amendment or termination of the Plan. For purposes hereof, an amendment or termination of this Plan shall not materially and adversely affect the rights of any Participant whose employment was terminated for any reason or no reason prior to the date of such amendment or termination. Notwithstanding the foregoing: (a) a Participant’s right to receive payments and benefits pursuant to the Plan upon a Termination Event shall not be adversely affected without such Participant’s written consent by an amendment or termination of the Plan made within twelve (12) months prior to such Termination Event; and (b) a Participant’s right to receive payments and benefits pursuant to this Plan in connection with a Termination Event occurring within twelve (12) months following a Change of Control shall not be adversely affected without such Participant’s consent by an amendment or termination of this Plan occurring within six (6) months before or twelve (12) months after such Change of Control. Notwithstanding the foregoing, this Plan shall terminate without further action when all of the obligations to Participants hereunder have been satisfied in full.

5.6     Administration .

(a)    The Compensation Committee shall have full and final authority to make determinations with respect to the administration of this Plan, to construe and interpret its provisions and to take all other actions deemed necessary or advisable for the proper administration of this Plan, but such authority shall be subject to the provisions of this Plan; provided, however , that, to the extent permitted by applicable law, the Compensation Committee may from time to time delegate such administrative authority to a committee of one or more members of the Board or one or more officers of the Company, except that in no event shall any such administrative authority be delegated to an officer with respect to such officer’s status as a Participant. No discretionary action by the Compensation Committee shall amend or supersede the express provisions of this Plan.

(b)    The Company shall indemnify and hold harmless each member of the Compensation Committee against any and all expenses and liabilities arising out of his or her administrative functions or fiduciary responsibilities, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such member in the performance of such functions or responsibilities to the fullest extent permitted by applicable law. Expenses against which such member shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs, counsel fees and related charges reasonably incurred in connection with a claim asserted or a proceeding brought or settlement thereof.

5.7     Certain Corporate Transactions . In the event of a merger, consolidation or similar transaction, nothing herein shall relieve the Company from any of the obligations set forth in this Plan; provided, however , that nothing in this Section 5.7 shall prevent an acquirer of or successor to the Company from assuming the Company’s obligations hereunder (or any portion thereof) pursuant to the terms of this Plan.

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5.8     Successors and Assigns . This Plan shall be binding upon, and inure to the benefit of, the Company and its successors and assigns. This Plan and all rights of each Participant shall inure to the benefit of, and be enforceable by, each such Participant and such Participant’s personal or legal representatives, executors, administrators and heirs. If any Participant should die following a Termination Event but prior to all amounts due and payable to such Participant hereunder being paid, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to such Participant’s beneficiary designated in writing to the Company prior to such Participant’s death (or to such Participant’s estate, if a Participant fails to make such designation). No payments, benefits or rights arising under this Plan may be assigned or pledged by any Participant, except under the laws of descent and distribution.

5.9     Notices . Any notice or other communication required or permitted under this Plan shall be in writing and shall be delivered personally, by nationally-recognized overnight courier service or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally, when delivered by nationally-recognized overnight courier service or, if mailed, five (5) days after the date of deposit in the United States mails, as follows:

(a)    if to the Company, to:

Strategic Storage Trust II, Inc.

111 Corporate Drive, Suite 120

Ladera Ranch, CA 92694

Attention: Chairperson, Compensation Committee of Board of Directors

Attention: Chief Executive Officer

Attention: General Counsel

(b)    if to any Participant, to such Participant’s residence address on the records of the Company or to such other address as such Participant may have designated to the Company in writing for purposes hereof.

Each of the Company and a Participant, by notice given to the other in accordance with this Section 5.9, may designate another address or person for receipt of notices delivered pursuant to this Section 5.9.

5.10     Withholding . The Company shall have the right to deduct from any payment or benefit provided pursuant to this Plan all federal, state and local taxes and any other amounts which are required by applicable law to be withheld therefrom.

5.11     Severability . The provisions of this Plan and each Letter Agreement (including, for the avoidance of doubt, the Restrictive Covenants) shall be regarded as divisible and separate, and if any provision of this Plan or any Letter Agreement is, becomes or is deemed to be invalid, illegal or unenforceable in any respect, then the validity, legality and enforceability of the remaining provisions of this Plan and applicable Letter Agreement shall not be affected thereby.

5.12     Claims Procedure; Arbitration .

(a)    Generally, Participants are not required to present a formal claim in order to receive benefits under the Plan. If, however, any person (the “ Claimant ”) believes that benefits are being

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denied improperly, that this Plan is not being operated properly, that fiduciaries of this Plan have breached their duties, or that the Claimant’s legal rights are being violated with respect to this Plan, the Claimant must file a formal claim, in writing, with the Compensation Committee.

This requirement applies to all claims that any Claimant has with respect to this Plan, including claims against fiduciaries and former fiduciaries, except to the extent the Compensation Committee determines, in its sole discretion that it does not have the power to grant all relief reasonably being sought by the Claimant. A formal claim must be filed within one hundred twenty (120) calendar days after the date the Claimant first knew or should have known of the facts on which the claim is based, unless the Compensation Committee consents otherwise in writing. The Compensation Committee shall provide a Claimant, on request, with a copy of the claims procedures established under Section 5.12(b).

(b)    The Compensation Committee has adopted procedures for considering claims (which are set forth in Exhibit B attached hereto), which it may amend or modify from time to time, as it sees fit. These procedures shall comply with all applicable legal requirements. These procedures may provide that final and binding arbitration shall be the ultimate means of contesting a denied claim (even if the Compensation Committee or its delegates have failed to follow the prescribed procedures with respect to the claim). The right to receive benefits under this Plan is contingent on a Claimant using the prescribed claims and arbitration procedures to resolve any claim.

5.13     Governing Law . The Plan is intended to be an unfunded “top-hat” welfare plan, within the meaning of U.S. Department of Labor Regulation Section 2520.104-24, and shall be interpreted, administered, and enforced in accordance with ERISA. It is expressly intended that ERISA preempt the application of state laws to this Plan and each Letter Agreement (including, for the avoidance of doubt, the Restrictive Covenants) to the maximum extent permitted by Section 514 of ERISA. To the extent that state law is applicable, the statutes and common laws of the State of Delaware (excluding its choice of laws principles) shall apply.

5.14     Arbitration . Subject to Section 5.12 hereof and subject to the provisions of any Letter Agreement regarding the Company’s entitlement to seek equitable relief under the Plan or such Letter Agreement:

(a)    Any dispute, controversy or claim arising out of or relating to this Plan or the payments and benefits provided hereunder, as well as any dispute as to the arbitrability of a matter under this Plan (collectively, “ Claims ”), shall be subject to resolution by final and binding arbitration; provided, however, that nothing in this Plan shall require arbitration of any Claims which, by law, cannot be the subject of a compulsory arbitration agreement.

(b)    All Claims shall be resolved exclusively by arbitration administered by JAMS under its Employment Arbitration Rules and Procedures then in effect, currently available at https://www.jamsadr.com/rules-employment-arbitration (the “ JAMS Rules ”). Notwithstanding the foregoing, the Company and the Participant shall have the right to (i) seek a restraining order or other injunctive or equitable relief or order in aid of arbitration or to compel arbitration, from a court of competent jurisdiction, or (ii) interim injunctive or equitable relief from the arbitrator pursuant to the JAMS Rules, in each case, to prevent any violation of this Plan or a Letter Agreement. The Company and the Participant must notify the other party in writing of a request to arbitrate any Claims within the same statute of limitations period applicable to such Claims.

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(c)    Any arbitration proceeding brought under this Plan shall be conducted before one arbitrator in Orange County, California, or such other location to which the parties mutually agree. The arbitrator shall be selected in accordance with the JAMS Rules, provided that the arbitrator shall be an attorney with significant experience in employment matters. Each party to any dispute shall pay its own expenses, including attorneys’ fees; provided, however , that the Company shall pay all costs and fees that a Participant would not otherwise have been subject to paying if the claim had been resolved in a court of law and, to the extent required by applicable law for this arbitration provision to be enforceable, the Company shall reimburse a Participant for any reasonable travel expenses incurred by such Participant in connection with such Participant’s travel to California for any arbitration proceedings. The arbitrator will be empowered to award either party any remedy at law or in equity that the party would otherwise have been entitled to had the matter been litigated in court, including, but not limited to, general, special and punitive damages, injunctive relief, costs and attorney fees; provided, however , that the authority to award any remedy is subject to whatever limitations, if any, exist in the applicable law on such remedies. The arbitrator shall issue a decision or award in writing stating the essential findings of fact and conclusions of law, and the arbitrators shall be required to follow ERISA or, if applicable, the laws of the State of Delaware, consistent with Section 5.13.

(d)    Any judgment on or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator may be entered, enforced or appealed in any court having jurisdiction thereof. Any arbitration proceedings, decision or award rendered hereunder, and the validity, effect and interpretation of this arbitration provision, shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

(e)    It is part of the essence of this Plan that any Claims hereunder shall be resolved expeditiously and as confidentially as possible. Accordingly, all proceedings in any arbitration shall be conducted under seal and kept strictly confidential. In that regard, no party shall use, disclose or permit the disclosure of any information, evidence or documents produced by any other party in the arbitration proceedings or about the existence, contents or results of the proceedings except as necessary and appropriate for the preparation and conduct of the arbitration proceedings, or as may be required by any legal process, or as required in an action in aid of arbitration or for enforcement of or appeal from an arbitral award. Before making any disclosure permitted by the preceding sentence, the party intending to make such disclosure shall give the other party reasonable written notice of the intended disclosure and afford such other party a reasonable opportunity to protect its interests.

[Signature Page Follows]

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IN WITNESS WHEREOF, and as conclusive evidence of the Board’s adoption of this Plan, the Company has caused this Plan to be duly executed in its name and behalf by its duly authorized officer as of the Effective Date.

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Exhibit A

Form of Letter Agreement

LETTER AGREEMENT

Dear [                    ]:

We are pleased to inform you that the Compensation Committee of the Board of Directors of Strategic Storage Trust II, Inc. (the “ Company ”), has determined that, effective as of [            , 2019] (the “ Participation Date ”), you are eligible to participate in the Company’s Executive Severance and Change of Control Plan (the “ Plan ”) as a Participant thereunder, subject to your execution and delivery of this Letter Agreement to the Company and subject to the terms and conditions of the Plan and this Letter Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to such terms in the Plan.

The terms of the Plan are detailed in the copy of the Plan that is attached as Annex A to this Letter Agreement, and those terms are incorporated in and made a part of this Letter Agreement. As described in more detail in the Plan, the Plan entitles you to certain severance payments and benefits in the event that your employment with the Company or any Subsidiary terminates under certain circumstances. By signing this Letter Agreement, and as a condition of your eligibility for the payments and benefits set forth in the Plan, you agree to comply with the provisions of the Plan and you agree to comply with the provisions of this Letter Agreement (including, without limitation, the Restrictive Covenants set forth below) during your employment with the Company or any Subsidiary and, to the extent required by the Restrictive Covenants, after your Termination Date, regardless of the reason for such termination.

All references to the Company in this Section B, and each of its subparagraphs, refer to the Company and its Subsidiaries and other Affiliates. You acknowledge and agree that the Company has developed intellectual property, Trade Secrets and Confidential Information to assist it in its business. You further acknowledge and agree that the Company has substantial relationships with prospective or existing customers, as well as customer good will associated with its ongoing businesses. The Company employs or will employ you in a position of trust and confidence, and may provide you with extraordinary or specialized training in furtherance of your duties hereunder. You therefore acknowledge and agree that the Company has a right to protect these legitimate business interests. You expressly agree that the covenants in this Section B shall continue in effect as set forth herein regardless of whether you are then entitled to receive any further payments or benefits from the Company. It is further understood that the covenants contained in this Section B survive the termination of the Plan and bind you as long as you are employed by the Company and, in certain instances, for a period of time thereafter.

For purposes of this Letter Agreement, the “ Restriction Period ” shall mean: (a) if you hold the title of Executive Chairman, Chief Executive Officer or President of the Company or any of its Subsidiaries, eighteen (18) months following your Termination Date, (b) if you hold the title of Chief Investment Officer or Chief Accounting Officer of the Company or any of its Subsidiaries, twelve (12) months following your Termination Date, and (c) if you hold any other officer title of the Company or any of its Subsidiaries, nine (9) months following your Termination Date.

(1)     Confidential Information .

(a)    Subject to subparagraph (c), you agree at all times to hold in strictest confidence, and not to use, except for the benefit of the Company, any of the Company’s Trade Secrets or Confidential Information or to disclose to any person, firm or entity any of the Company’s Trade Secrets or Confidential Information except (i) as authorized in writing by the Company Board, (ii) as authorized by the Company’s management, pursuant to a written non-disclosure agreement, or (iii) as required by law.

(I)    For purposes of this Letter Agreement, “ Trade Secrets ” shall mean any of information of the Company, without regard to form, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers, which is not commonly known by or available to the public and which information (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(II)    For purposes of this Letter Agreement, “ Confidential Information ” shall mean any data and information (A) relating to the business of the Company, regardless of whether the data or information constitutes a Trade Secret; (B) disclosed to you or of which he/she became aware of as a consequence of your relationship with the Company; (C) having value to the Company; (D) not generally known to competitors of the Company; and (E) which includes Trade Secrets, methods of operation, names of customers, price lists, financial information and projections, route books, personnel data, and similar information; provided, however, that Confidential Information shall not mean data or information which has been voluntarily disclosed to the public by the Company, except where such public disclosure has been made by you without authorization from the Company, which has been independently developed and disclosed by others, or which has otherwise entered the public domain through lawful means.

(b)    You agree that you will not, during your employment with the Company (the “ Employment Period ”), knowingly improperly use or disclose any proprietary information or trade secrets of any former employer and that you will not bring onto the premises of the Company any proprietary information belonging to such employer unless consented to in writing by such employer.

(c)    The Defend Trade Secrets Act (18 U.S.C. § 1833(b)) states: “An individual shall not be held criminally or civilly liable under any federal or state Trade Secret law for the disclosure of a Trade Secret that (i) is made (A) in confidence to a federal, state, or local government official,

either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, you shall have the right to disclose in confidence Trade Secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The you shall also have the right to disclose Trade Secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Letter Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of Trade Secrets that are expressly allowed by 18 U.S.C. § 1833(b).

(2)     No Competing Employment . During the Employment Period, you shall not directly, or by assisting others, engage in the business of investing in, owning, managing, advising or operating self-storage properties anywhere in the United States or Canada (the “ Competitive Business ”) in any capacity identical with or corresponding to the capacity or capacities in which employed by the Company, anywhere within the areas(s) where you are working and/or for which you are responsible; provided, that you may make passive investments of less than 2% in any publicly-traded entity, and provided further that you may provide services to any business or entity that has a line of business, division, subsidiary or other affiliate that is a Competitive Business if, during the Employment Period, you are not employed directly in such line of business or division or by such subsidiary or other affiliate that is a Competitive Business and is not involved directly in the management, supervision or operations of such line of business, division, subsidiary or other affiliate that is a Competitive Business. The parties acknowledge and agree that, if necessary to determine the reasonable geographic scope of this restraint, the Company may rely on appropriate documentation and evidence outside the provisions of this Letter Agreement.

(3)     Non-Solicitation of Employees . During your Employment Period and for the entire Restriction Period following your Termination Date (which is defined at the start of this Section B), you shall not directly or indirectly solicit, induce, recruit, encourage, or hire (or attempt any of the foregoing actions) or otherwise cause (or attempt to cause) any employee or individual independent contractor of the Company whom you know to leave his or her employment or engagement with the Company for employment with you or with any other entity or person, or otherwise interfere with or disrupt (or attempt to disrupt) the employment or service relationship between any such individual and the Company. You will not be deemed to have violated this subparagraph if you post a general advertisement or solicitation (including a posting on a website) that is not specifically targeted to any employee or individual independent contractor of the Company, or if the Board provides unanimous prior written consent to your activities (all such requests for consent will be given good faith consideration by the Board).

(4)     Non-Solicitation of Customers . During your Employment Period and for the entire Restriction Period following your Termination Date, you shall not use any Trade Secret to solicit, induce, or encourage any customer, client, investor, vendor, or other party doing business with the Company or any of its Subsidiaries or Affiliates to terminate its relationship therewith or transfer its business from the Company or any of its Subsidiaries or Affiliates; provided, however , that your activities entered into on behalf of SmartStop Asset Management, LLC, SmartStop OP Holdings, LLC and their affiliates, other than in a role as a Competitive Business, shall be excluded from the non-solicitation covenants set forth in this subparagraph.

(5)     Returning Company Documents . You agree that at your Termination Date, you will deliver to the Company (and will not keep in your possession, recreate or deliver to anyone else) any and all records, data, notes, reports, proposals, lists, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property containing Confidential Information or Trade Secrets, or reproductions of any items developed by you pursuant to your employment with the Company or otherwise belonging to the Company, its successors or assigns. You are permitted to retain any electronic devices issued to you by the Company, provided that the Company’s Information Technology department must be permitted by you to first remove any Trade Secrets and/or Confidential Information contained thereon. You are not required to return any personal items, documents, files, or materials containing personal information (except to the extent such materials also contain Trade Secrets or Confidential Information); or documents or agreements (a) of which you are a party that pertain to your compensation and/or benefits (e.g., plan summaries and documents), regardless of whether such documents or agreements contain Trade Secrets or Confidential Information or (b) that is publicly available.

(6)     Understanding of Covenants . By initialing below, you represent that you (a) are familiar with the foregoing confidentiality, invention assignment, non-solicitation and non-competition covenants in this Section B, (b) are fully aware of your obligations hereunder, (c) agree to the reasonableness of the length of time, scope and geographic coverage of the foregoing covenants, and (d) agree that such covenants are necessary to protect the Confidential Information and Trade Secrets, and the proprietary information, good will, stable workforce, and customer relations of the Company. You acknowledge and agree that such covenants shall be construed as agreements independent of each other and of any provision of this or any other contract between the parties hereto; and that should any part or provision of any covenant be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness or unenforceability shall not render invalid, void or unenforceable any other part or provision of this Letter Agreement. If any portion of the foregoing provisions is found to be invalid or unenforceable by a court of competent jurisdiction because its duration, the territory, the definition of activities or the definition of information covered is considered to be invalid or unreasonable in scope, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of the Company and you in agreeing to the provisions of this Letter Agreement will not be impaired and the provision in question shall be enforceable to the fullest extent of the applicable laws. You further acknowledge and agree that the existence of any claim or cause of action by you against the Company, whether predicated upon this or any other contract, shall not constitute a defense to the enforcement by the Company of said covenants.

(7)     Remedy for Breach . You agree that a breach of any of the covenants of this Section B would cause material and irreparable harm to the Company that would be difficult or impossible to measure, and that damages or other legal remedies available to the Company for any such injury would, therefore, be an inadequate remedy for any such breach. Accordingly, you agree that if you breach any term of this Section B, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Letter Agreement, at law or otherwise, to obtain injunctive or other appropriate equitable relief, without bond or other security,

to restrain any such breach. Claims for damages and equitable relief in any court shall be available to the Company in lieu of, or prior to or pending determination in any arbitration proceeding. In the event the enforceability of any of the terms of this Letter Agreement shall be challenged in court and you are not enjoined from breaching any of the protective covenants, then if a court of competent jurisdiction finds that the challenged protective covenant is enforceable, the time periods shall be deemed tolled upon the filing of the lawsuit challenging the enforceability of this Letter Agreement until the dispute is finally resolved and all periods of appeal have expired.

(8)     Defense of Claims . You agree that, during the Employment Period, and for a period of five (5) years after your Termination Date, upon request from the Company, you will cooperate with the Company, or each of its Subsidiaries or Affiliates, in the defense of any claims or actions that may be made by or against the Company, or such Subsidiary or Affiliate, or their officers in connection with the business, that affect your prior areas of responsibility, except (a) if your reasonable interests are adverse to the Company or such Subsidiary or Affiliate in such claim or action or (b) if such cooperation unreasonably interferes with your then-current employment. The Company agrees that it shall reimburse the reasonable out of pocket costs and reasonable attorney fees that you actually incur in connection providing such assistance or cooperation to the Company, or one of its Subsidiaries or Affiliates in accordance with the Company’s standard policies and procedures as in effect from time to time, provided that you shall have obtained prior written approval from the Company for any travel or legal fees and expenses incurred by you in excess of $5,000 in connection with your obligations under this subparagraph. In addition, the Company shall pay you for your time spent in providing such cooperation at an hourly rate equal to your Base Salary as of your Termination Date (disregarding any reduction that constitutes Good Reason) divided by 2,080, subject to reasonable substantiation.

C.      Entire Agreement .

This Letter Agreement and the Plan constitute the entire agreement between you and the Company with respect to the subject matter hereof and, as of the Participation Date, shall supersede in all respects any and all prior agreements between you and the Company concerning such subject matter.

D.      Acknowledgement .

By signing below, you agree to the terms and conditions set forth herein, including without limitation, the Restrictive Covenants, and acknowledge: (a) your participation in the Plan as of the Participation Date; (b) that you have received and read a copy of the Plan; (c) that you agree that any severance payments and benefits provided for in the Plan are subject to all of the terms and conditions of the Plan and you agree to such terms and conditions; (d) that the Company may amend or terminate the Plan at any time subject to the limitations set forth in the Plan; and (e) that the Restrictive Covenants shall survive and continue to apply in accordance with their terms notwithstanding any termination of the Plan in the future.

Exhibit B

Detailed Claims and Arbitration Procedures

Initial Claims . All claims will be presented to the Compensation Committee in writing. Within ninety (90) days after receiving a claim, a claims official appointed by the Compensation Committee will consider the claim and issue his or her determination thereon in writing. The claims official may extend the determination period for up to an additional ninety (90) days by giving the Claimant written notice. The initial claim determination period can be extended further with the consent of the Claimant. Any claims that the Claimant does not pursue in good faith through the initial claims stage will be treated as having been irrevocably waived.

Claims Decisions . If the claim is granted, the benefits or relief the Claimant seeks will be provided. If the claim is wholly or partially denied, the claims official will, within ninety (90) days (or a longer period, as described above), provide the Claimant with written notice of the denial, setting forth, in a manner calculated to be understood by the Claimant: (i) the specific reason or reasons for the denial; (ii) specific references to the provisions on which the denial is based; (iii) a description of any additional material or information necessary for the Claimant to perfect the claim, together with an explanation of why the material or information is necessary; and (iv) appropriate information as to the steps to be taken if the Claimant wishes to submit his or her claim for review, including the time limits applicable to such procedures, and a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse decision upon review. If the Claimant can establish that the claims official has failed to respond to the claim in a timely manner, the Claimant may treat the claim as having been denied by the claims official.

Appeals of Denied Claims . Each Claimant will have the opportunity to appeal the claims official’s denial of a claim in writing to an appeals official appointed by the Compensation Committee (which may be a person, committee, or other entity). A Claimant must appeal a denied claim within sixty (60) days after receipt of written notice of denial of the claim, or within sixty (60) days after it was due if the Claimant did not receive it by its due date. The Claimant (or his or her duly authorized representative) may review pertinent documents in connection with the appeals proceeding and may present issues, comments and documents in writing relating to the claim. The review will take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit claim determination. Any claims that the Claimant does not pursue in good faith through the appeals stage, such as by failing to file a timely appeal request, will be treated as having been irrevocably waived.

Appeals Decisions . The decision by the appeals official will be made not later than sixty (60) days after the written appeal is received by the Compensation Committee, unless special circumstances require an extension of time, in which case a decision will be rendered as soon as possible, but not later than one-hundred and twenty (120) days after the appeal was filed, unless

the Claimant agrees to a further extension of time. The appeal decision will be in writing, will be set forth in a manner calculated to be understood by the Claimant, and will include specific reasons for the decision, specific references to the provisions on which the decision is based, if applicable, a statement that the Claimant is entitled to receive upon request and free of charge reasonable access to and copies of all documents, records and other information relevant to the Claimant’s claim for benefits, as well as a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA. If a Claimant does not receive the appeal decision by the date it is due, the Claimant may deem his or her appeal to have been denied.

Procedures . The Compensation Committee will adopt procedures by which initial claims will be considered and appeals will be resolved; different procedures may be established for different claims. All procedures will be designed to afford a Claimant full and fair consideration of his or her claim.

Arbitration of Rejected Appeals . If a Claimant has pursued a claim through the appeal stage of these claims procedures, the Claimant may contest the actual or deemed denial of that claim through arbitration, as described below and in Section 5.14 of the Plan. In no event shall any denied claim be subject to resolution by any means (such as in a court of law) other than arbitration in accordance with the following provisions.

Request for Arbitration . A Claimant must submit a request for binding arbitration to the Compensation Committee within sixty (60) days after receipt of the written denial of an appeal (or within sixty (60) days after he or she should have received the determination). The Claimant or the Compensation Committee may bring an action in any court of appropriate jurisdiction to compel arbitration in accordance with these procedures; provided, however, that nothing in this Plan shall require arbitration of any claims which, by law, cannot be the subject of a compulsory arbitration agreement.

Terms and Conditions of Arbitration . All claims shall be resolved exclusively by arbitration in accordance with Section 5.14 of the Plan.

The procedures set forth herein are intended to comply with United States Department of Labor Regulation Section 2560.503-1 and should be construed in accordance with such regulation. In no event shall the foregoing claims procedure be interpreted as expanding the rights of any Claimant beyond what is required by United States Department of Labor Regulation Section 2560.503-1.