Exhibit 10.1

AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

SMARTSTOP OP, L.P.

In accordance with Section 4.2 and Article 11 of the Third Amended and Restated Limited Partnership Agreement, effective as of June 28, 2019, as amended by that certain Amendment No. 1, effective as of October 29, 2019 (the “Agreement”), of SmartStop OP, L.P. (formerly Strategic Storage Operating Partnership II, L.P.) (the “Partnership”), the Agreement is hereby amended by this Amendment No. 2 (this “Amendment”) to create a new series of Long-Term Incentive Plan (“LTIP”) partnership units designated herein as the “LTIP Units”.  This Amendment is made and entered into as of April 20, 2020 and effective January 1, 2020 (the “Effective Date”).  Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.

WHEREAS, SmartStop Self Storage REIT, Inc. (formerly Strategic Storage Trust II, Inc.) (the “General Partner”) maintains the Employee and Director Long-Term Incentive Plan of SmartStop Self Storage REIT, Inc., effective as of December 20, 2013, as amended by that certain Amendment No. 1, effective as of April 20, 2020 (the “Plan”);

WHEREAS, the Plan allows the grant of awards (the “Awards”) to employees of the General Partner or any Affiliate (as defined in the Plan);

WHEREAS, the General Partner’s compensation committee has designated SmartStop Storage Advisors, LLC, a Delaware limited liability company and subsidiary of the Partnership (“SmartStop Advisors”), as an “Affiliate” for purposes of the Plan; and

WHEREAS, the parties hereto now desire to reflect the General Partner’s authorization and grant of Awards to certain employees of the General Partner or any Affiliate (as defined in the Plan) by creating the LTIP Units and setting forth the rights and privileges of the LTIP Units (and other terms and conditions of such units) under the Agreement.

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

1.Amendment. The Agreement is hereby amended as of the Effective Date as follows:

Adjustment Event has the meaning provided in the LTIP Unit Designation set forth in Schedule A hereof.

Capital Account Limitation means (x) the Economic Capital Account Balance of such Limited Partner, to the extent attributable to his or her ownership of LTIP Units, divided by (y) the Common Unit Economic Balance, in each case as determined as of the effective date of conversion.

Common Unit Economic Balance means (i) the aggregate Capital Account balance of the holders of Common Units, plus the aggregate amount of such

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holders’ share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to such holders’ ownership of Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under Section 14 of the LTIP Unit Designation set forth in Schedule A hereof, divided by (ii) the aggregate number of such holders’ Common Units.

Constituent Person has the meaning provided in the LTIP Unit Designation set forth in Schedule A hereof.

Conversion Date has the meaning provided in the LTIP Unit Designation set forth in Schedule A hereof.

Conversion Notice has the meaning provided in the LTIP Unit Designation set forth in Schedule A hereof.

Conversion Right has the meaning provided in the LTIP Unit Designation set forth in Schedule A hereof.

Distribution Participation Date has the meaning provided in the LTIP Unit Designation set forth in Schedule A hereof.

Economic Capital Account Balance means, with respect to a holder of LTIP Units his or her Capital Account balance, plus the amount of his or her share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to his or her ownership of LTIP Units.

Eligible Unit means, as of the time any Liquidating Gain is available to be allocated to an LTIP Unit, an LTIP Unit to the extent, since the date of issuance of such LTIP Unit, such Liquidating Gain when aggregated with other Liquidating Gains realized since the date of issuance of such LTIP Unit exceeds Liquidating Losses realized since the date of issuance of such LTIP Unit.

Forced Conversion has the meaning provided in the LTIP Unit Designation set forth in Schedule A hereof.

Forced Conversion Notice has the meaning provided in the LTIP Unit Designation set forth in Schedule A hereof.

Gross Asset Value means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

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Initial Holding Period means with respect to any Common Units held by a Qualifying Party or any of their successors-in-interest, a period ending on the day after the first twelve (12) month anniversary of such date that the Qualifying Party first became a holder of such Common Units; provided, however, that the General Partner may, in its sole and absolute discretion, by written agreement with a Qualifying Party or any such successor-in-interest, shorten or lengthen the Initial Holding Period applicable to any Common Units held by a Qualifying Party and/or its successors-in-interest to a period of shorter or longer than twelve (12) months.  For sake of clarity, as applied to a Common Unit that is issued upon conversion of an LTIP Unit pursuant to Section 8 of the LTIP Unit Designation set forth in Schedule A hereof (and subject to the proviso in the immediately preceding sentence, if applicable), the Initial Holding Period of such Common Unit shall include the holding period for such converted LTIP Unit.

Liquidating Event means any of the following: (i) an event of withdrawal, as defined in Section 10-402(2)-(9) of the Act (including without limitation, bankruptcy), or the withdrawal in violation of this Agreement, of the last remaining General Partner unless, within ninety (90) days after withdrawal, a majority in interest of the Partners remaining agree in writing, in their sole and absolute discretion, to continue the Partnershp and to the appointment, effective as of the date of such withdrawal, of a successor General Partner; (ii) an election to dissolve the Partnership made by the General Partner in its sole and absolute discretion, with or without the consent of the Partners; (iii) entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act; or (iv) the redemption or other acquisition by the Partnership or the General Partner of all Partnership Interests other than Partnership Interests held by the General Partner.

Liquidating Gains means any net gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any Liquidating Event or Terminating Capital Transaction), including but not limited to net gain realized in connection with an adjustment to the Gross Asset Value of Partnership assets under the definition of Gross Asset Value in this Agreement.

Liquidating Losses means any net loss realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any Liquidating Event or Terminating Capital Transaction), including but not limited to net loss realized in connection with an adjustment to the Gross Asset Value of Partnership assets under the definition of Gross Asset Value in this Agreement.

LTIP Unit means a Partnership Unit which is designated as an LTIP Unit and which has the rights preferences and other privileges as designated in the LTIP Unit Designation set forth in Schedule A hereof, and elsewhere in the Agreement, and any applicable LTIP Unit Agreement.  The allocation of LTIP Units among the Partners shall be set forth on Exhibit A to the Agreement as it may be amended or restated from time to time.

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LTIP Unit Agreement means each or any, as the context implies, agreement or instrument entered into by an LTIP Unitholder upon the acceptance of an award of LTIP Units, including a time based LTIP Unit Agreement and a performance based LTIP Unit Agreement.

LTIP Unit Initial Sharing Percentage has the meaning provided in the LTIP Unit Designation set forth in Schedule A hereof.

LTIP Unitholder means a Partner that holds LTIP Units.

Partnership Transaction has the meaning provided in the LTIP Unit Designation set forth in Schedule A hereto.

Plan has the meaning provided in the WHEREAS clauses, above.

Proposed Section 83 Safe Harbor Regulation has the meaning provided in the LTIP Unit Designation set forth in Schedule A hereof.

Qualifying Party means (a) a Limited Partner, (b) an assignee of a Limited Partnership Interest of a Limited Partner, as described in Section 9.3 of the Agreement, or (c) a Person, who is the transferee of a Partnership Interest in a permitted Transfer, as described in Section 9.2(b) of the Agreement; provided, however, that a Qualifying Party shall not include the General Partner.

Section 83 Safe Harbor has the meaning provided in the LTIP Unit Designation set forth in Schedule A hereof.

Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership, in any case, not in the ordinary course of the Partnership’s business.

Unvested Amount has the meaning provided in Section 5.2(a)(ii) of the Agreement.

Unvested LTIP Units has the meaning provided in the LTIP Unit Designation set forth in Schedule A hereof.

Vested LTIP Units has the meaning provided in the LTIP Unit Designation set forth in Schedule A hereof.

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

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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, Class T Units, LTIP Units and Preferred 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, LTIP 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 among the Partners shall be as set forth on Exhibit A to the Agreement, as such Exhibit may be amended from time to time.

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 and includes any and all benefits to which the holder of such a Partnership Units may be entitled as provided in this Agreement, together with all obligations of such Partner to comply with the terms and provisions of this Agreement. For purposes of determining the rights and relationships among the various classes and series of Partnership Units, LTIP Units shall be treated as Common Units, and 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.

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 (including the LTIP Unitholders, after taking into account any Liquidating Gain allocations made pursuant to Section 14 of the LTIP Unit Designation) who are Partners on the Partnership Record Date in accordance with their positive capital account balances on the Partnership Record Date.

Tax Distributions.  The General Partner, in its sole discretion, may cause the Partnership to make distributions of cash to the Partners in amounts intended to enable the Partners (or any Person whose tax liability is determined by reference to the income of a Partner) to discharge their United States federal, state and local income tax liabilities arising from the allocations made or to be made pursuant to Section 5.1 to the extent the General Partner determines that other distributions pursuant to Section 3.2 are not sufficient to discharge such income tax liabilities.  Whether a distribution will be made pursuant to this Section 5.2(e) and the amount distributable, if any, shall be determined by the General Partner in its discretion, based on the amounts allocated to the Partners, and otherwise

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based on such reasonable assumptions as the General Manager determines in good faith to be appropriate.

2.Effect of Amendment.  Upon execution of this Amendment, on and after the date hereof, each reference to “this Agreement”, “hereunder”, “hereof”, or words of like import in the Agreement and in the other documents entered into in connection with the Agreement shall mean and be a reference to the Agreement, as amended hereby.  Except as specifically amended hereby, the Agreement shall remain in full force and effect.  

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

4.Governing Law.  This Amendment and any controversy arising out of or relating to this Amendment shall be governed by and interpreted, construed and enforced in accordance with the internal laws of the State of Delaware.

5.Counterparts.  This Amendment may be executed in two or more counterparts, and by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  The signature pages hereto shall be deemed and may be used as counterpart signature pages to the Agreement.

6.Binding Effect.  This Amendment shall be binding on all parties to the Agreement upon approval by the necessary parties set forth in the recitals above.

[Signatures Appear on Following Page]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 to the Third Amended and Restated Limited Partnership Agreement of SmartStop OP, L.P., as amended, effective as of the Effective Date.

SMARTSTOP OP, L.P.

its sole general partner

By:/s/ Michael S. McClure
Name:  Michael S. McClure
Title:    Chief Executive Officer

SMARTSTOP SELF STORAGE REIT, INC.

Name: Michael S. McClure

Title:   Chief Executive Officer

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SCHEDULE A

SMARTSTOP OP, L.P.

LTIP UNIT DESIGNATION

1.Designation.  Pursuant to Section 4.2(a) of the Agreement, the General Partner hereby designates a class of Partnership Units in the Partnership designated as “LTIP Units.”  The LTIP Units issued may be time based or performance based.  The number of LTIP Units that may be issued is not limited by this Amendment.  For purposes of computing the Partners’ Percentage Interests, holders of LTIP Units shall be treated as Common Unit holders and LTIP Units shall be treated as Common Units.  

2.Vesting Generally.  LTIP Units may, pursuant to the Plan, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a LTIP Unit Agreement. The terms of any LTIP Unit Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant LTIP Unit Agreement, if applicable.  LTIP Units that were fully vested and nonforfeitable when issued or that have vested and are no longer subject to forfeiture under the terms of a LTIP Unit Agreement are referred to as “Vested LTIP Units”; all other LTIP Units are referred to as “Unvested LTIP Units.”

3.Forfeiture.  Upon the forfeiture of any LTIP Units in accordance with the applicable LTIP Unit Agreement (including any forfeiture effected through repurchase), the LTIP Units so forfeited (or repurchased) shall immediately, and without any further action, be treated as cancelled and no longer outstanding for any purpose.  Unless otherwise specified in the applicable LTIP Unit Agreement, no consideration or other payment shall be due with respect to any LTIP Units that have been forfeited, other than any distributions declared with respect to a Partnership Record Date and with respect to such units prior to the effective date of the forfeiture.  Upon a forfeiture of any Unvested LTIP Units by any Partner, gross items of income, gain, loss or deduction shall be allocated to such Partner if and to the extent required by final Regulations promulgated after the Effective Date of this Amendment to ensure that allocations made with respect to all Unvested LTIP Units are recognized under Section 704(b) of the Code.  Except as otherwise provided in this Amendment (including without limitation the Plan (or other applicable equity plan) and the applicable LTIP Unit Agreement, in connection with any forfeiture (or repurchase) of such units, the balance of the portion of the Capital Account of the LTIP Unitholder that is attributable to all of his or her LTIP Units shall be reduced by the amount, if any, by which it exceeds the target balance contemplated by Section 14, below, calculated with respect to such holder’s remaining LTIP Units, if any.  

4.Adjustments.The Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Common Units for conversion, distribution and other purposes, including without limitation complying with the following procedures. If an “Adjustment Event,” as defined below, occurs, then the General Partner shall take any action reasonably necessary, including any amendment to this Amendment, and/or any LTIP Unit Agreement adjusting the number of outstanding LTIP Units or subdividing or combining outstanding LTIP Units, in any case, to maintain a one-for-one conversion and economic equivalence ratio between Common Units and LTIP Units.  The following shall be “Adjustment Events”:  (i) the Partnership makes a distribution on all outstanding Common Units in Partnership Units other than Common Units, (ii) the Partnership subdivides the outstanding Common Units into a greater number of units or combines the outstanding Common Units into a smaller number of units, (iii) the Partnership issues any Partnership Units other than Common Units in exchange for its outstanding Common Units by way of a reclassification or recapitalization of its Common Units or (iv) any other non-recurring event or transaction that would, as determined by the General Partner in its sole discretion, have the similar effect of unjustly diluting or expanding the rights conferred by outstanding LTIP Units.  If more

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than one Adjustment Event occurs, any adjustment to the LTIP Units needs be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously.  For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units to the General Partner in respect of a Capital Contribution to the Partnership of proceeds from the sale of securities by the General Partner.  If the Partnership takes an action affecting the Common Units other than an Adjustment Event and in the opinion of the General Partner such action would require an action to maintain the one-to-one correspondence described above, the General Partner shall have the right to take such action, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be reasonably appropriate under the circumstances to preserve the one-to-one correspondence described above.  If an amendment is made to this Amendment adjusting the number of outstanding LTIP Units as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error.  Promptly after filing of such certificate, the Partnership shall mail a notice to each holder of LTIP Units setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment.

5.Distributions.

(a)Except as otherwise provided in this Amendment, any LTIP Unit Agreement or by the General Partner with respect to any particular class or series of LTIP Units, holders of LTIP Units shall be entitled to receive, if, when and as authorized by the General Partner out of funds or other property legally available for the payment of distributions, regular, special, extraordinary or other distributions in accordance with Section 5.2 of the Agreement in an amount per unit equal to the amount that would have been payable to such holders if the LTIP Units had been Common Units for the quarterly or other period to which such distributions relate (if applicable, assuming such LTIP Units were held for the entire period to which such distributions relate).  Holders of LTIP Units shall also be entitled to receive, if, when and as authorized by the General Partner out of funds or other property legally available for the payment of distributions, distributions upon liquidation of the Partnership in accordance with Section 5.6 of the Agreement.  Distributions on the LTIP Units, if authorized, shall be payable on such dates and in such manner as may be authorized by the General Partner.  Absent a contrary determination by the General Partner, the payment dates for such distributions shall be the same as the corresponding date relating to the corresponding distribution on the Common Units.  The record date for determining which holders of LTIP Units are entitled to receive distributions shall be the Partnership Record Date.  Notwithstanding anything in the forgoing to the contrary, prior to the Distribution Participation Date (defined below), each LTIP Unit will only be entitled to receive such distributions (other than distributions representing proceeds of a sale or other disposition of all or substantially all of the assets of the Partnership) in an amount equal to the product of the LTIP Unit Initial Sharing Percentage for such LTIP Unit and the amount otherwise distributable with respect to such LTIP Unit pursuant to this Section 5(a).  The “LTIP Unit Initial Sharing Percentage” shall be ten percent (10%).

(b)The “Distribution Participation Date” for each LTIP Unit will be such date as may be specified in the LTIP Unit Agreement or other documentation pursuant to which such LTIP Units are issued. If no Distribution Participation Date is so specified, the Distribution Participation Date shall be the date on which such LTIP Units are issued.

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6.Allocations.  Commencing with the portion of the taxable year of the Partnership that begins on the Distribution Participation Date, each LTIP Unit shall be allocated Profits and Losses in an amount per unit equal to the amount that would have been allocated to such holders if the LTIP Units had been Common Units.  Prior to the Distribution Participation Date, each LTIP Unit will only be entitled to receive allocations of Profits and Losses in an amount equal to the product of the LTIP Unit Initial Sharing Percentage and the amount allocable with respect to such LTIP Unit pursuant to this Section 6 as of the Distribution Participation Date.

7.Legend.  Any certificate evidencing an LTIP Unit shall bear an appropriate legend, as determined by the General Partner, indicating that additional terms, conditions and restrictions on transfer, including without limitation under any LTIP Unit Agreement and/or the Plan (or any other applicable equity plan), apply to the LTIP Unit.

8.Conversion to Common Units.  

(a)A Qualifying Party holding LTIP Units shall have the right (the “Conversion Right”), at his or her option, at any time to convert all or a portion of his or her Vested LTIP Units into Common Units, taking into account all adjustments (if any) made pursuant to Section 4, above; provided, however, that a Qualifying Party may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Units or, if such Qualifying Party holds less than one thousand (1,000) Vested LTIP Units, all of the Vested LTIP Units held by such Qualifying Party to the extent not subject to the limitation on conversion under Section 8(b) below. Qualifying Parties shall not have the right to convert Unvested LTIP Units into Common Units until they become Vested LTIP Units; provided, however, that in anticipation of any event that will cause his or her Unvested LTIP Units to become Vested LTIP Units (and subject to the timing requirements set forth in Section 8(b) below), such Qualifying Party may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the Qualifying Party in writing prior to such vesting event, shall be accepted by the Partnership subject to such condition. In all cases, the conversion of any LTIP Units into Common Units shall be subject to the conditions and procedures set forth in this Section 8.

(b)A Qualifying Party may convert his or her Vested LTIP Units into an equal number of fully paid and non-assessable Common Units, giving effect to all adjustments (if any) made pursuant to Section 4, above.  Notwithstanding the foregoing, in no event may a Qualifying Party convert a number of Vested LTIP Units that exceeds the Capital Account Limitation.  In order to exercise his or her Conversion Right, a Qualifying Party shall deliver a notice (a “Conversion Notice”) in the form attached as Exhibit A to the LTIP Designation to the Partnership (with a copy to the General Partner) not less than three (3) nor more than ten (10) days prior to a date (the “Conversion Date”) specified in such Conversion Notice; provided, however, that if the General Partner has not given to the Qualifying Party notice of a proposed or upcoming Partnership Transaction (as defined below) at least thirty (30) days prior to the effective date of such Partnership Transaction, then the Qualifying Party shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) day after such notice from the General Partner of a Partnership Transaction or (y) the third (3^rd) Business Day immediately preceding the effective date of such Partnership Transaction.  Each Qualifying Party seeking to convert Vested LTIP Units covenants and agrees with the Partnership that all Vested LTIP Units to be converted pursuant to this Section 8 shall be free and clear of all liens.  Notwithstanding anything herein to the contrary, if the Initial Holding Period with respect to the Common Units into which the Vested LTIP Units are convertible has elapsed, a Qualifying Party may deliver a Notice of Exchange pursuant to Section 8.4 of the Agreement relating to such Common Units in advance of the Conversion Date; provided, however, that the redemption of such Common Units by the Partnership shall in no event take place until on

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or after the Conversion Date.  For clarity, it is noted that the objective of this paragraph is to put a Qualifying Party in a position where, if he or she so wishes, the Common Units into which his or her Vested LTIP Units will be converted can be redeemed by the Partnership pursuant to Section 8.4 of the Agreement simultaneously with such conversion, with the further consequence that, if the General Partner elects to assume the Partnership’s redemption obligation with respect to such Common Units under Section 8.4 of the Agreement by delivering to such Qualifying Party REIT Shares rather than cash, then such Qualifying Party can have such REIT Shares issued to him or her simultaneously with the conversion of his or her Vested LTIP Units into Common Units.  The General Partner shall cooperate with a Qualifying Party to coordinate the timing of the different events described in the foregoing sentence.  

(c)The Partnership, at any time at the election of the General Partner, may cause any number of Vested LTIP Units to be converted (a “Forced Conversion”) into an equal number of Common Units, giving effect to all adjustments (if any) made pursuant to Section 4, above; provided, however, that the Partnership may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the option of such Qualifying Party pursuant to Section 8(b), above.  In order to exercise its right of Forced Conversion, the Partnership shall deliver a notice (a “Forced Conversion Notice”) in the form attached hereto as Exhibit B to the LTIP Designation to the applicable holder of LTIP Units not less than ten (10) nor more than sixty (60) days prior to the Conversion Date specified in such Forced Conversion Notice.  

(d)A conversion of Vested LTIP Units for which the holder thereof has given a Conversion Notice or the Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such LTIP Unitholder, other than the surrender of any certificate or certificates evidencing such Vested LTIP Units, as of which time such holder of LTIP Units shall be credited on the books and records of the Partnership as of the opening of business on the next day with the number of Common Units into which such LTIP Units were converted.  After the conversion of LTIP Units as aforesaid, the Partnership shall deliver to such LTIP Unitholder, upon his or her written request, a certificate of the General Partner certifying the number of Common Units and remaining LTIP Units, if any, held by such person immediately after such conversion.  The assignee of any Limited Partner pursuant to Sections 9.3 and 9.4 of the Agreement may exercise the rights of such Limited Partner pursuant to this Section 8 and such Limited Partner shall be bound by the exercise of such rights by the assignee.  

(e)For purposes of making future allocations under Section 14, below, and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable LTIP Unitholder that is treated as attributable to his or her LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common Unit Economic Balance.

(f)If the Partnership or the General Partner shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into the right, or the holders shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Partnership Transaction”), then the General Partner shall, immediately prior to the Partnership Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in

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connection with the Partnership Transaction or that would occur in connection with the Partnership Transaction if the assets of the Partnership were sold at the Partnership Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Common Units in the context of the Partnership Transaction (in which case the Conversion Date shall be the effective date of the Partnership Transaction and the conversion shall occur immediately prior to the effectiveness of the Partnership Transaction).  In anticipation of such Forced Conversion and the consummation of  the Partnership Transaction, the Partnership shall use commercially reasonable efforts to cause each holder of LTIP Units to be afforded the right to receive in connection with such Partnership Transaction in consideration for the Common Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Partnership Transaction by a holder of the same number of Common Units, assuming such holder is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person.  In the event that holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Partnership Transaction, prior to such Partnership Transaction the General Partner shall give prompt written notice to each LTIP Unitholder of such opportunity, and shall use commercially reasonable efforts to afford the LTIP Unitholder the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such holder into Common Units in connection with such Partnership Transaction.  If a holder of LTIP Units fails to make such an election, such holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a holder of Common Units would receive if such holder of Common Units failed to make such an election.  Subject to the rights of the Partnership and the General Partner under any LTIP Unit Agreement and the relevant terms of the Plan or any other applicable equity plan, the Partnership shall use commercially reasonable effort to cause the terms of any Partnership Transaction to be consistent with the provisions of this Section 8(f) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any holder of LTIP Units whose LTIP Units will not be converted into Common Units in connection with the Partnership Transaction that will (i) contain provisions enabling the Qualifying Parties that remain outstanding after such Partnership Transaction to convert their LTIP Units into securities as comparable as reasonably possible under the circumstances to the Common Units and (ii) preserve as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in this Amendment for the benefit of the LTIP Unitholder.

9.Section 83 Safe Harbor.  Each Partner authorizes the General Partner to elect to apply the safe harbor (the “Section 83 Safe Harbor”) set forth in proposed Regulations Section 1.83-3(l) and proposed IRS Revenue Procedure published in Notice 2005-43 (together, the “Proposed Section 83 Safe Harbor Regulation”) (under which the fair market value of a Partnership Interest that is transferred in connection with the performance of services is treated as being equal to the liquidation value of the interest), or in similar Regulations or guidance, if such Proposed Section 83 Safe Harbor Regulation or similar Regulations are promulgated as final or temporary Regulations.  If the General Partner determines that the Partnership should make such election, the General Partner is hereby authorized to amend this Amendment without the consent of any other Partner to provide that (i) the Partnership is authorized and directed to elect the Section 83 Safe Harbor, (ii) the Partnership and each of its Partners (including any Person to whom a Partnership Interest, including an LTIP Unit, is transferred in connection with the performance of services) will comply with all requirements of the Section 83 Safe Harbor with respect to all Partnership Interests transferred in connection with the performance of services while such election remains in effect and (iii) the Partnership and each of its Partners will take all actions necessary, including

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providing the Partnership with any required information, to permit the Partnership to comply with the requirements set forth or referred to in the applicable Regulations for such election to be effective until such time (if any) as the General Partner determines, in its sole discretion, that the Partnership should terminate such election.  The General Partner is further authorized to amend this Amendment to modify it to the extent the General Partner determines in its discretion that such modification is necessary or desirable as a result of the issuance of any applicable law, Regulations, notice or ruling relating to the tax treatment of the transfer of a Partnership Interests in connection with the performance of services.  Notwithstanding anything to the contrary in this Amendment, each Partner expressly confirms that it will be legally bound by any such amendment.

10.Profits Interests.  The LTIP Units are intended to qualify and shall be treated under this Amendment as “profits interests” within the meaning of Revenue Procedure 93-27 as clarified by Revenue Procedure 2001-43, and the Partnership shall treat such LTIP Unitholders as holding “profits interests” in the Partnership for all purposes of this Amendment in respect of such LTIP Units so issued.  The intent of this Section 10 is to ensure that any LTIP Units qualify as profits interests under Revenue Procedures 93-27 and 2001-43 and this Section 10 shall be interpreted and applied consistently therewith.  To the extent provided for in Treasury Regulations, revenue rulings, revenue procedures and/or other IRS guidance issued after the date hereof, the Partnership is hereby authorized to, and at the direction of the General Partner shall, elect a safe harbor which the fair market value of any LTIP Unit issued after the effective date of such Regulations (or other guidance) will be treated as equal to the liquidation value of such LTIP Units (i.e., a value equal to the total amount that would be distributed with respect to such LTIP Units if the Partnership sold all of its assets for their fair market value immediately after the issuance of such LTIP Units satisfied its liabilities (excluding any non-recourse liabilities to the extent the balance of such liabilities exceeds the fair market value of the assets that secure them) and distributed the net proceeds to the Partners under the terms of this Amendment). In the event that the Partnership makes a safe harbor election as described in the preceding sentence, each Partner hereby agrees to comply with all safe harbor requirements with respect to transfers of such LTIP Units while the safe harbor election remains effective.  The terms and conditions of each LTIP Unit Agreement shall be consistent with the provisions of this Section 10.  

11. Redemption.  No redemption rights shall apply with respect to LTIP Units unless and until they are converted to Common Units as provided in Section 8, above.

12.Voting. LTIP Unitholders shall have the same voting rights as Partners holding Common Units, with the LTIP Units voting together as a single class with the Common Units and having one vote per LTIP Unit and LTIP Unitholders shall not be entitled to approve, vote on or consent to any other matter.  The foregoing voting provision will not apply if, at or prior to the time when the action with respect to which such vote would otherwise be required will be effected, all outstanding LTIP Units shall have been converted or provision is made for such conversion to occur as of or prior to such time into Common Units.  

13.Transfer.  Subject to the terms and limitations contained in an applicable LTIP Unit Agreement and the Plan (or any other applicable equity plan) and except as expressly provided in this Amendment with respect to LTIP Units, a LTIP Unitholder shall be entitled to transfer his or her LTIP Units to the same extent, and subject to the same restrictions as holders of Common Units are entitled to transfer their Common Units under this Amendment.

14.Special Allocations with Respect to Eligible Units.  In the event that Liquidating Gains are allocated under this Section 14, Profits allocable under Section 5.1(a)(i) of the Agreement and any Losses allocable under Section 5.1(a)(ii) of the Agreement shall be recomputed without regard to the Liquidating Gains so allocated. After giving effect to the special allocations set forth in Section 5.1 of the

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Agreement, and notwithstanding the provisions of Sections 5.1(a)(i) and 5.1(a)(ii) of the Agreement, any Liquidating Gains shall first be allocated to the holders of the converted Class A-2 Units in accordance with Section 5 of Exhibit D of the Agreement (if eligible) and thereafter to the holders of Eligible Units until the Economic Capital Account Balances of such holders, to the extent attributable to their ownership of Eligible Units, are equal to (i) the Common Unit Economic Balance, multiplied by (ii) the number of their Eligible Units. Any such allocations shall be made among the holders of Eligible Units in proportion to the amounts required to be allocated to each under this Section 14. The parties agree that the intent of this Section 14 is to make the Capital Account balances of the LTIP Unitholders with respect to their LTIP Units economically equivalent to the Capital Account balance of the holders of the Common Units (on a per unit basis), but only to the extent that, at the time any Liquidating Gain is to be allocated, the Partnership has recognized cumulative revaluation gains with respect to its assets since the issuance of the LTIP Unit.

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Exhibit 10.2

SMARTSTOP SELF STORAGE REIT, INC.

TIME-BASED RESTRICTED SHARE AWARD

This RESTRICTED SHARE AWARD (the “Award”) is made and entered into as of the 22nd day of April 2020, by and between SmartStop Self Storage REIT, Inc. (the “Company”), a Maryland corporation, and _________________ (the “Participant”).

Upon and subject to the Additional Terms and Conditions attached hereto and incorporated herein by reference as part of this Award, the Company hereby awards as of the Grant Date to the Participant the Restricted Shares described below in consideration of the Participant’s services to the Company.

The Restricted Shares which have become vested are herein referred to as the “Vested Shares.”  If the Restricted Shares that become vested include a fraction of a share, such fractional share shall be rounded up or down to the next nearest whole number.

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IN WITNESS WHEREOF, the Company and Participant have signed this Award as of the Grant Date set forth above.

SMARTSTOP SELF STORAGE REIT, INC.

By:      Michael S. McClure, Chief Executive Officer

_________________[Participant]

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ADDITIONAL TERMS AND CONDITIONS OF

SMARTSTOP SELF STORAGE REIT, INC.

TIME-BASED RESTRICTED SHARE AWARD

1.Code Section 83(b) Election.  Pursuant to Section 18.7 of the Plan, the Participant acknowledges that the Participant may not make an election under Section 83(b) of the Code without the Company’s consent.  Any attempt by the Participant to make an election under Section 83(b) of the Code without the Company’s consent will result in the immediate forfeiture of this Award.

2.Issuance of Restricted Shares.  

(a)The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners described below, as determined by the Company, in its sole discretion:

(i)by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary (the “Share Custodian”); or

(ii)by documenting the issuance in uncertificated or book entry form on the Company’s stock records.  

Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Share Custodian or the Company, as applicable, until the Restricted Shares become Vested Shares. In the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligations.

(b)In the event that the Participant forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company.

(c)Participant hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1.  The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant as Vested Shares or are returned to the Company as forfeited Restricted Shares.

(d)In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

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3.Rights of a Stockholder.  Until the stock ledger entry reflecting the Restricted Shares accruing to the Participant upon vesting of the Restricted Shares is made, the Participant shall not have any rights as a stockholder.

4.Dividends.  The Participant shall be entitled to dividends or other distributions paid or made on Restricted Shares; provided that the Participant has not forfeited the Restricted Shares prior to the payment date thereof.  The payment of such dividends or other distributions shall be (i) calculated based on the Restricted Shares issued commencing on the Effective Date, (ii) in the same form as the applicable dividends or other distributions made on the Class A shares of the Company’s Common Stock, and (iii) paid to the Participant within 30 days following the date such dividends or other distributions are paid on the Class A shares of the Company’s Common Stock, or if any such dividends or other distributions were paid on the Class A share of the Company’s Common Stock prior to the Grant Date, payment to the Participant for such dividends or other distributions shall be made within 30 days following the Grant Date.  

5.Restrictions on Transfer of Restricted Shares.  

(a)Except to the extent approved by the Company, the Participant shall not have the right to make or permit to exist any transfer or hypothecation, whether outright or as security, with or without consideration, voluntary or involuntary, of all or any part of any right, title, or interest in or to any Restricted Shares prior to the date that such Restricted Shares become Vested Shares.  After Restricted Shares have become Vested Shares pursuant to this Award, there shall be no restrictions on the transfer of such Vested Shares other than those restrictions imposed by any Applicable Laws.  

(b)The restrictions contained in this Section will not apply with respect to transfers of the Restricted Shares pursuant to the laws of descent and distribution governing the state in which the Participant is domiciled at the time of the Participant’s death; provided that the restrictions contained in this Section will continue to be applicable to the Restricted Shares after any such transfer; and provided further that the transferee(s) of such Restricted Shares must agree in writing to be bound by the provisions of this Award.

6.Changes in Capitalization.

(a)The number of Restricted Shares shall be proportionately adjusted from and after the record date for any nonreciprocal transaction between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change (an “Equity Restructuring”), such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend.

(b)In the case of any reclassification or change of outstanding Common Stock issuable upon vesting of the Award, or in the case of any consolidation or merger of the Company with or into another entity (other than a merger in which the Company is the surviving entity and which does not result in any reclassification or change in the then-outstanding Stock) or in the case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, in each case that is not an Equity Restructuring, then, as a condition of such reclassification, change, consolidation, merger, sale or conveyance, the Company or such successor or purchasing entity, as the case may be, shall make lawful and adequate provision whereby the Participant shall thereafter have the right, on exercise of the Award, to receive the kind and amount of securities, property and/or cash receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of securities issuable upon exercise of the Award immediately before such reclassification, change, consolidation, merger, sale

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or conveyance. Such provision shall include adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in Subsection (a). Notwithstanding the foregoing, if such a transaction occurs, in lieu of causing such rights to be substituted for the Award, the Committee may, upon 20 days’ prior written notice to the Participant, in its sole discretion: (i) shorten the period during which the Award is exercisable, provided it remains exercisable, to the extent it is otherwise exercisable, for at least 20 days after the date the notice is given, or (ii) cancel the Award upon payment to the Participant in cash, with respect to the Award to the extent then exercisable, of an amount which, in the sole discretion of the Committee, is determined to be equivalent to the amount, if any, by which the Fair Market Value (at the effective time of the transaction) of the consideration that the Participant would have received if the Award had been exercised before the effective time exceeds the Exercise Price. The actions described in this Subsection (b) may be taken without regard to any resulting tax consequences to the Participant. Any determination made by the Committee pursuant to this Subsection (b) will be final and binding on the Participant.  Any action taken by the Committee need not treat all Participants under the Plan equally.

(c)The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.

7.Change of Control.  For purposes of this Agreement, “Change of Control” shall have the meaning set forth in the Executive Severance and Change of Control Plan, as may be amended pursuant to its terms from time to time.

8.Compliance With Laws.  The Plan, the granting and vesting of this Award under the Plan, the issuance and delivery of the Restricted Shares, and the payment of money or other consideration allowable under the Plan or this Award are subject to compliance with all applicable federal and state laws, rules and regulations (including, but not limited to, state and federal securities laws and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Committee, the Board or the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Committee, the Board or the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan and this Award shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. Nothing in the Plan or in this Award shall require the Company to issue any Stock with respect to the Award if, in the opinion of counsel for the Company, that issuance could constitute a violation of any Applicable Laws. As a condition to the grant or exercise of the Award, the Company may require the Participant (or, in the event of the Participant’s death, the Participant’s legal representatives, heirs, legatees or distributees) to provide written representations concerning the Participant’s (or such other person’s) intentions with regard to the retention or disposition of the Restricted Shares and written covenants as to the manner of disposal of such Stock as may be necessary or useful to ensure that the grant, exercise or disposition thereof will not violate the Securities Act, any other law or any rule of any applicable securities exchange or securities association then in effect. The Company shall not be required to register any Stock under the Securities Act or register or qualify any Stock under any state or other securities laws.

9.Legend on Stock Certificates.Certificates evidencing the Restricted Shares, if issued, may have the following legend and statements of other applicable restrictions endorsed thereon:

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THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

This legend shall not be required for any shares of Stock issued pursuant to an effective registration statement under the Securities Act.  Certificates evidencing the Restricted Shares, to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended to give all persons full notice of the existence of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan.

Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge. Such statement shall also be sent on request and without charge to stockholders who are issued shares without a certificate.

10.Governing Laws.  This Award shall be construed, administered and enforced according to the laws of the State of Maryland; provided, however, no Restricted Shares shall be issued except, in the reasonable judgment of the Company, in compliance with exemptions under applicable state securities laws of the state in which the Participant resides, and/or any other applicable securities laws.

11.Successors.  This Award shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.

12.Notice.  Except as otherwise specified herein, all notices and other communications under this Award shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient.  Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.

13.Severability.  In the event that any one or more of the provisions or portion thereof contained in this Award shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Award, and this Award shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

14.Entire Agreement.  Subject to the terms and conditions of the Plan, this Award expresses the entire understanding and agreement of the parties.  This Award may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

15.Violation.  Except as provided in Section 5, any transfer, pledge, sale, assignment, or hypothecation of the Award or any portion thereof shall be a violation of the terms of this Award and shall be void and without effect.

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16.Headings.  Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Award.  

17.Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Award, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

18.No Right to Continued Employment.  Neither the establishment of the Plan nor the award of Restricted Shares hereunder shall be construed as giving the Participant the right to continued employment with the Company or any Affiliate.

19.Capitalized Terms.  As used in this Award, capitalized terms that are not defined herein have the meaning set forth in the Plan, except where the context does not reasonably permit.  

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EXHIBIT 1

IRREVOCABLE STOCK POWER

The undersigned hereby assigns and transfers to SmartStop Self Storage REIT, Inc. (the “Company”), _____________ Class A shares of the Common Stock of the Company registered in the name of the undersigned on the stock transfer records of the Company; and the undersigned does hereby irrevocably constitute and appoint , his attorney-in-fact, to transfer the aforesaid shares on the books of the Company, with full power of substitution; and the undersigned does hereby ratify and confirm all that said attorney-in-fact lawfully shall do by virtue hereof.

Date:Signed:

Print Name:

IN THE PRESENCE OF:

(Print Name)

(Signature)

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Exhibit 10.3

SMARTSTOP SELF STORAGE REIT, INC.

PERFORMANCE-BASED RESTRICTED SHARE AWARD

This RESTRICTED SHARE AWARD (the “Award”) is made and entered into as of the 22nd day of April 2020, by and between SmartStop Self Storage REIT, Inc. (the “Company”), a Maryland corporation, and _________________ (the “Participant”).

Upon and subject to the Additional Terms and Conditions attached hereto and incorporated herein by reference as part of this Award, the Company hereby awards as of the Grant Date to the Participant the Restricted Shares described below in consideration of the Participant’s services to the Company.

Upon such determination by the Committee, the Restricted Shares shall vest and become non-forfeitable with respect to the Applicable Percentage of Target Award set forth in the chart above.  Upon a Change of Control during the Performance Period, the Committee shall be permitted to measure Average Annual Same Store Revenue Growth for the Company vs the Peer Companies for a period shorter than the Performance Period prior to the consummation of the Change of Control in the sole discretion of the Committee.  In the event that one or more of the Peer Companies ceases to exist as a separate company or fails to report Same Store Revenues during the Performance Period, the Committee may adjust the ranking tiers and/or measure the Average Annual Same Store Revenue Growth for such companies for a period shorter than the Performance Period in its sole discretion.

For purposes of this Award, the following definitions shall apply:

“Applicable Percentage of Target Award” shall mean the percentage of the Target Award of Restricted Shares set forth in the chart above.

“Average Annual Same Store Revenue Growth” or “AASSRG” shall mean the simple average of the Annual Same Store Revenue Growth for the three calendar years of the Performance Period.

“Annual Same Store Revenue Growth” shall mean the percentage by which Same Store Revenues for the applicable calendar year exceeds Same Store Revenues for the prior calendar year (which growth may be expressed as a negative percentage).

“Peer Companies” shall mean the following companies:  Public Storage; Extra Space Storage Inc.; CubeSmart; Life Storage, Inc.; and National Storage Affiliates Trust.

“Performance Period” shall mean the period between January 1, 2020 and December 31, 2022.

“Same Store Revenue” shall mean the same store revenues reported by the Company and the Peer Companies in their respective Securities and Exchange Commission filings or applicable supplemental data contained on the Company’s or Peer Companies’ websites.

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IN WITNESS WHEREOF, the Company and Participant have signed this Award as of the Grant Date set forth above.

SMARTSTOP SELF STORAGE REIT, INC.

By:      Michael S. McClure, Chief Executive Officer

_________________[Participant]

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ADDITIONAL TERMS AND CONDITIONS OF

SMARTSTOP SELF STORAGE REIT, INC.

PERFORMANCE-BASED RESTRICTED SHARE AWARD

1.Code Section 83(b) Election.  Pursuant to Section 18.7 of the Plan, the Participant acknowledges that the Participant may not make an election under Section 83(b) of the Code without the Company’s consent.  Any attempt by the Participant to make an election under Section 83(b) of the Code without the Company’s consent will result in the immediate forfeiture of this Award.

2.Issuance of Restricted Shares.  

(a)The Company shall issue the Restricted Shares as of the Grant Date in one or more of the manners described below, as determined by the Company, in its sole discretion:

(i)by the issuance of share certificate(s) evidencing Restricted Shares to the Secretary of the Company or such other agent of the Company as may be designated by the Company or the Secretary (the “Share Custodian”); or

(ii)by documenting the issuance in uncertificated or book entry form on the Company’s stock records.  

Evidence of the Restricted Shares either in the form of share certificate(s) or book entry, as the case may be, shall be held by the Share Custodian or the Company, as applicable, until the Restricted Shares become Vested Shares. In the Participant’s discretion and subject to the consent of the Company, the Participant may direct that the Company issue the Restricted Shares to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligations.

(b)In the event that the Participant forfeits any of the Restricted Shares, the Company shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall promptly deliver the share certificate(s) representing the forfeited shares to the Company.

(c)Participant hereby irrevocably appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of Participant with full power and authority to execute any stock transfer power or other instrument necessary to transfer any Restricted Shares to the Company in accordance with this Award, in the name, place, and stead of the Participant, by completing an irrevocable stock power in favor of the Share Custodian in the form attached hereto as Exhibit 1.  The term of such appointment shall commence on the Grant Date of this Award and shall continue until the last of the Restricted Shares are delivered to the Participant as Vested Shares or are returned to the Company as forfeited Restricted Shares.

(d)In the event the number of shares of Common Stock is increased or reduced as a result of a subdivision or combination of shares of Common Stock or the payment of a stock dividend or any other increase or decrease in the number of shares of Common Stock or other transaction such as a merger, reorganization or other change in the capital structure of the Company, the Participant agrees that any certificate representing shares of Common Stock or other securities of the Company issued as a result of any of the foregoing shall be delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be subject to all of the provisions of this Award as if initially granted hereunder.

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3.Rights of a Stockholder.  Until the stock ledger entry reflecting the Restricted Shares accruing to the Participant upon vesting of the Restricted Shares is made, the Participant shall not have any rights as a stockholder.

4.Dividends.  The Participant shall be entitled to dividends or other distributions paid or made on Restricted Shares calculated commencing on the Effective Date, but only as and when the Restricted Shares to which the dividends or other distributions are attributable become Vested Shares.  Such dividends or other distributions paid on Restricted Shares will be held by the Company and transferred to the Participant, without interest, on such date as the Restricted Shares become Vested Shares.  Dividends or other distributions paid on Restricted Shares that are forfeited shall be retained by the Company.  

5.Restrictions on Transfer of Restricted Shares.  

(a)Except to the extent approved by the Company, the Participant shall not have the right to make or permit to exist any transfer or hypothecation, whether outright or as security, with or without consideration, voluntary or involuntary, of all or any part of any right, title, or interest in or to any Restricted Shares prior to the date that such Restricted Shares become Vested Shares.  After Restricted Shares have become Vested Shares pursuant to this Award, there shall be no restrictions on the transfer of such Vested Shares other than those restrictions imposed by any Applicable Laws.  

(b)The restrictions contained in this Section will not apply with respect to transfers of the Restricted Shares pursuant to the laws of descent and distribution governing the state in which the Participant is domiciled at the time of the Participant’s death; provided that the restrictions contained in this Section will continue to be applicable to the Restricted Shares after any such transfer; and provided further that the transferee(s) of such Restricted Shares must agree in writing to be bound by the provisions of this Award.

6.Changes in Capitalization.

(a)The number of Restricted Shares shall be proportionately adjusted from and after the record date for any nonreciprocal transaction between the Company and the holders of capital stock of the Company that causes the per share value of the shares of Common Stock underlying the Option to change (an “Equity Restructuring”), such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend.

(b)In the case of any reclassification or change of outstanding Common Stock issuable upon vesting of the Award, or in the case of any consolidation or merger of the Company with or into another entity (other than a merger in which the Company is the surviving entity and which does not result in any reclassification or change in the then-outstanding Stock) or in the case of any sale or conveyance to another entity of the property of the Company as an entirety or substantially as an entirety, in each case that is not an Equity Restructuring, then, as a condition of such reclassification, change, consolidation, merger, sale or conveyance, the Company or such successor or purchasing entity, as the case may be, shall make lawful and adequate provision whereby the Participant shall thereafter have the right, on exercise of the Award, to receive the kind and amount of securities, property and/or cash receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of securities issuable upon exercise of the Award immediately before such reclassification, change, consolidation, merger, sale or conveyance. Such provision shall include adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in Subsection (a). Notwithstanding the foregoing, if such a transaction occurs, in lieu of causing such rights to be substituted for the Award, the

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Committee may, upon 20 days’ prior written notice to the Participant, in its sole discretion: (i) shorten the period during which the Award is exercisable, provided it remains exercisable, to the extent it is otherwise exercisable, for at least 20 days after the date the notice is given, or (ii) cancel the Award upon payment to the Participant in cash, with respect to the Award to the extent then exercisable, of an amount which, in the sole discretion of the Committee, is determined to be equivalent to the amount, if any, by which the Fair Market Value (at the effective time of the transaction) of the consideration that the Participant would have received if the Award had been exercised before the effective time exceeds the Exercise Price. The actions described in this Subsection (b) may be taken without regard to any resulting tax consequences to the Participant. Any determination made by the Committee pursuant to this Subsection (b) will be final and binding on the Participant.  Any action taken by the Committee need not treat all Participants under the Plan equally.

(c)The existence of the Plan and this Award shall not affect in any way the right or power of the Company to make or authorize any adjustment, reclassification, reorganization or other change in its capital or business structure, any merger or consolidation of the Company, any issue of debt or equity securities having preferences or priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of the Company, any sale or transfer of all or any part of its business or assets, or any other corporate act or proceeding.

7.Change of Control.  For purposes of this Agreement, “Change of Control” shall have the meaning set forth in the Executive Severance and Change of Control Plan, as may be amended pursuant to its terms from time to time.

8.Compliance With Laws.  The Plan, the granting and vesting of this Award under the Plan, the issuance and delivery of the Restricted Shares, and the payment of money or other consideration allowable under the Plan or this Award are subject to compliance with all applicable federal and state laws, rules and regulations (including, but not limited to, state and federal securities laws and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Committee, the Board or the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Committee, the Board or the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan and this Award shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. Nothing in the Plan or in this Award shall require the Company to issue any Stock with respect to the Award if, in the opinion of counsel for the Company, that issuance could constitute a violation of any Applicable Laws. As a condition to the grant or exercise of the Award, the Company may require the Participant (or, in the event of the Participant’s death, the Participant’s legal representatives, heirs, legatees or distributees) to provide written representations concerning the Participant’s (or such other person’s) intentions with regard to the retention or disposition of the Restricted Shares and written covenants as to the manner of disposal of such Stock as may be necessary or useful to ensure that the grant, exercise or disposition thereof will not violate the Securities Act, any other law or any rule of any applicable securities exchange or securities association then in effect. The Company shall not be required to register any Stock under the Securities Act or register or qualify any Stock under any state or other securities laws.

9.Legend on Stock Certificates.Certificates evidencing the Restricted Shares, if issued, may have the following legend and statements of other applicable restrictions endorsed thereon:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAWS.

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THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE SOLE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

This legend shall not be required for any shares of Stock issued pursuant to an effective registration statement under the Securities Act.  Certificates evidencing the Restricted Shares, to the extent appropriate at the time, shall also have noted conspicuously on the certificates a legend intended to give all persons full notice of the existence of any other conditions, restrictions, rights and obligations set forth in this Award and in the Plan.

Instead of the foregoing legend, the certificate may state that the Company will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge. Such statement shall also be sent on request and without charge to stockholders who are issued shares without a certificate.

10.Governing Laws.  This Award shall be construed, administered and enforced according to the laws of the State of Maryland; provided, however, no Restricted Shares shall be issued except, in the reasonable judgment of the Company, in compliance with exemptions under applicable state securities laws of the state in which the Participant resides, and/or any other applicable securities laws.

11.Successors.  This Award shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.

12.Notice.  Except as otherwise specified herein, all notices and other communications under this Award shall be in writing and shall be deemed to have been given if personally delivered or if sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the proposed recipient at the last known address of the recipient.  Any party may designate any other address to which notices shall be sent by giving notice of the address to the other parties in the same manner as provided herein.

13.Severability.  In the event that any one or more of the provisions or portion thereof contained in this Award shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Award, and this Award shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.

14.Entire Agreement.  Subject to the terms and conditions of the Plan, this Award expresses the entire understanding and agreement of the parties.  This Award may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

15.Violation.  Except as provided in Section 5, any transfer, pledge, sale, assignment, or hypothecation of the Award or any portion thereof shall be a violation of the terms of this Award and shall be void and without effect.

16.Headings.  Paragraph headings used herein are for convenience of reference only and shall not be considered in construing this Award.  

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17.Specific Performance.  In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Award, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.

18.No Right to Continued Employment.  Neither the establishment of the Plan nor the award of Restricted Shares hereunder shall be construed as giving the Participant the right to continued employment with the Company or any Affiliate.

19.Capitalized Terms.  As used in this Award, capitalized terms that are not defined herein have the meaning set forth in the Plan, except where the context does not reasonably permit.  

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EXHIBIT 1

IRREVOCABLE STOCK POWER

The undersigned hereby assigns and transfers to SmartStop Self Storage REIT, Inc. (the “Company”), _____________ Class A shares of the Common Stock of the Company registered in the name of the undersigned on the stock transfer records of the Company; and the undersigned does hereby irrevocably constitute and appoint , his attorney-in-fact, to transfer the aforesaid shares on the books of the Company, with full power of substitution; and the undersigned does hereby ratify and confirm all that said attorney-in-fact lawfully shall do by virtue hereof.

Date:Signed:

Print Name:

IN THE PRESENCE OF:

(Print Name)

(Signature)

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Exhibit 10.4

SMARTSTOP SELF STORAGE REIT, INC.

AND SMARTSTOP OP, L.P.

TIME-BASED LTIP UNIT AGREEMENT

This LTIP Unit Agreement (this “Agreement”), dated as of April 22, 2020, (the “Grant Date”) and effective as of January 1, 2020 (the “Effective Date”), is made by and between SmartStop Self Storage REIT, Inc. , a Maryland corporation (the “Company”), SmartStop OP, L.P. , a Delaware limited partnership (the “Partnership”) and ____________________ (the “Participant”);

WHEREAS, the Company maintains the Employee and Director Long-Term Incentive Plan of SmartStop Self Storage REIT, Inc., effective as of December 20, 2013, as amended by Amendment No. 1, effective as of April 20, 2020 (collectively, and as may be further amended from time to time, the “Plan”);

WHEREAS, the Plan allows the grant of Awards to employees of the Company or any Affiliate;

WHEREAS, the Compensation Committee (the “Committee”) of the board of directors (the “Board”) of the Company has designated SmartStop Storage Advisors, LLC, a Delaware limited liability company and subsidiary of the Partnership (“SmartStop Advisors”), as an “Affiliate” for purposes of the Plan;

WHEREAS, the Participant is an employee of SmartStop Advisors;

WHEREAS, Section 9 of the Plan provides for the issuance of Other Equity-Based Awards, which includes the LTIP Units, to eligible persons;

WHEREAS, on April 20, 2020, the Committee approved the 2020 Executive Compensation Program (the “Executive Compensation Program”); and

WHEREAS, the Committee has determined that it would be to the advantage and in the best interest of the Company and its Affiliates to cause time based LTIP Units to be issued to the Participant under the Plan and the Executive Compensation Program, subject to the terms and conditions set forth herein (the “Award”).

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

1. Issuance of LTIP Units. The Participant shall be issued, by the Partnership, a total of ______________ LTIP Units, subject to the terms and conditions set forth herein, in the Plan and in the Third Amended and Restated Limited Partnership Agreement of SmartStop OP, L.P., effective as of June 28, 2019, as amended by that certain Amendment No. 1, effective as of October 29, 2019, and that certain Amendment No. 2, effective as of January 1, 2020, and as may be subsequently amended (the “Partnership Agreement”).  Upon receipt of the Award, the Participant shall, automatically and without further action on his or her part, be deemed to be a party to, signatory of and bound by the Partnership Agreement.  At the request of the Partnership, the Participant shall execute the Partnership Agreement or a joinder or counterpart signature page thereto.  The Participant acknowledges that the Partnership may from time to time issue or cancel (or otherwise modify) LTIP Units and/or other equity interests in accordance with the terms of the Partnership Agreement.  The Award shall have the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the Plan and in the Partnership Agreement.

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In the Participant’s discretion and subject to the consent of the General Partner, the Participant may direct that the Company issue the LTIP Units to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligations.

2. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below.  All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan and/or the Partnership Agreement, as applicable.

3. LTIP Units Subject to Partnership Agreement; Transfer Restrictions.

(a) LTIP Units are subject to the terms of the Plan, this Agreement and the Partnership Agreement, including, without limitation, the restrictions on transfer of Units (including, without limitation, LTIP Units) set forth therein.  

(b) Except as otherwise provided in Section 3(c) below, without the consent of the General Partner (which it may give or withhold in its sole discretion), the Participant shall not sell, pledge, assign, hypothecate, transfer, or otherwise dispose of (collectively, “Transfer”) any unvested LTIP Units or any portion of the Award attributable to such unvested LTIP Units (or any securities into which such unvested LTIP Units are converted or exchanged), other than by will or pursuant to the laws of descent and distribution (the “Transfer Restrictions”); provided, however, that (i) the Participant may direct that the Company issue the LTIP Units to a revocable living trust as described in Section 1 above and (ii) the Transfer Restrictions shall not apply to any Transfer of unvested LTIP Units or Award to the Partnership or the Company.

(c) Any permitted transferee of the Award or LTIP Units shall take such Award or LTIP Units subject to the terms of the Plan, this Agreement, and the Partnership Agreement.  Any such permitted transferee must, upon the request of the Partnership, execute a joinder or counterpart signature page to the Partnership Agreement, and must agree to such other waivers, limitations, and restrictions as the Partnership or the Company may reasonably require.  Any Transfer of the Award or LTIP Units which is not made in compliance with the Plan, the Partnership Agreement and this Agreement shall be null and void and of no effect ab initio. Notwithstanding any other provision of this Agreement, without the

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consent of the General Partner (which it may give or withhold in its sole discretion), other than by will or the laws of descent and distribution, the Participant shall not Transfer the LTIP Units, including by means of a redemption of such LTIP Units by the Partnership, until the earlier of (i) the occurrence of, and in connection with, a Change of Control (or such earlier time as is necessary in order for the Participant to participate in such Change of Control transaction with respect to the LTIP Units and receive the consideration payable with respect thereto in connection with such Change of Control) or (ii) the date such LTIP Units become vested.

(d) At least two weeks prior (the “Notice Period”) to any proposed Transfer of vested or unvested LTIP Units, the Participant shall provide the Company with written notice of such proposed Transfer.  Such notice of a proposed Transfer may be withdrawn at any time prior to expiration of the Notice Period.

4. Vesting.

(a) Time Vesting.  Subject to Sections 4(b) and 5 hereof, the Restrictions shall lapse and the LTIP Units shall vest and become nonforfeitable with respect to 25% of the LTIP Units on each of December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023, subject to the Participant’s continued employment or service with SmartStop Advisors or any Affiliate of the Company or the Partnership through the applicable vesting date.

(b) Change of Control.  In the event of a Change of Control, the vesting of the LTIP Units shall be governed by the Severance Plan, as in effect at the time of such Change of Control, or, if no such Severance Plan is in place, the Severance Plan last in effect prior to such Change of Control.  

5. Effect of Termination of Service.  In the event of the Participant’s termination of employment or service with the Company, the Partnership, SmartStop Advisors, or any other Affiliate for any reason, the vesting of the LTIP Units, if any, shall be governed by the Severance Plan as in effect at the time of such termination, or, if no such Severance Plan is then in place, the Severance Plan last in effect prior to such termination.

6. Distributions and Allocations of Profits and Losses.  

(a) The Participant shall be entitled to receive distributions and allocations of Profits and Losses with respect to the LTIP Units to the extent provided for in the Partnership Agreement, as modified hereby.  

(b) The Distribution Participation Date (as defined in the Partnership Agreement) with respect to the LTIP Units issued hereunder shall be the Effective Date.  

(c) All distributions paid with respect to the LTIP Units issued hereunder shall be fully vested and non-forfeitable when paid, whether or not the underlying LTIP Units have become vested pursuant to this Agreement.

7. Execution and Return of Documents and Certificates.  At the Company’s or the Partnership’s request, the Participant hereby agrees to promptly execute, deliver and return to the Partnership any and all documents or certificates that the Company or the Partnership deems necessary or desirable to effectuate the cancellation and forfeiture of the unvested LTIP Units (pursuant to the Restrictions) and the portion of the Award attributable thereto, and/or to effectuate the transfer or surrender of such unvested LTIP Units to the Partnership.

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8. Covenants, Representations and Warranties. As a condition to the receipt of this Award, the Participant agrees to execute any investor representation or covenant determined by the Company or the Partnership to satisfy an exception under, or to otherwise comply with, the Securities Act of 1933, as amended (the “Securities Act”), including the representations attached hereto as Exhibit C.  Furthermore, the Participant hereby represents, warrants, covenants, acknowledges and agrees on behalf of the Participant and his or her spouse, if applicable, that:

(a) Investment.  The Participant is holding the Award and the LTIP Units for the Participant ’s own account, and not for the account of any other person.  The Participant is holding the Award and the LTIP Units for investment and not with a view to distribution or resale thereof except in compliance with applicable laws regulating securities.

(b) Relation to the Company and the Partnership.  The Participant is presently an executive officer of the Company and employee of SmartStop Advisors, or is otherwise providing services to or for the benefit of the Partnership and its subsidiaries, and in such capacity has become personally familiar with the business of the Partnership.

(c) Access to Information.  The Participant has had the opportunity to ask questions of, and to receive answers from, the Company and the Partnership with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial conditions, and results of operations of the Partnership.

(d) Registration. The Participant understands that the LTIP Units have not been registered under the Securities Act, and the LTIP Units cannot be transferred by the Participant unless such transfer is registered under the Securities Act or an exemption from such registration is available.  The Partnership has made no agreements, covenants or undertakings whatsoever to register the transfer of the LTIP Units under the Securities Act.  The Partnership has made no representations, warranties, or covenants whatsoever as to whether any exemption from the Securities Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 of the Securities Act, shall be available.  If an exemption under Rule 144 is available at all, it shall not be available until at least six months from issuance of the Award and then not unless the terms and conditions of Rule 144 have been satisfied.  

(e) Public Trading.  None of the Partnership’s securities are presently publicly traded, and the Partnership has made no representations, covenants or agreements as to whether there will be a public market for any of its securities.

(f) Tax Advice.  The Partnership and the Participant intend that (i) the LTIP Units be treated as a “profits interest” as defined in Internal Revenue Service Revenue Procedure 93-27 (“Rev. Proc. 93-27”), as clarified by Revenue Procedure 2001-43 (“Rev. Proc. 2001-43”), (ii) the issuance of such units not be a taxable event to the Partnership or the Participant as provided in such revenue procedure, and (iii) the Partnership Agreement, the Plan and this Agreement be interpreted consistently with such intent. In furtherance of such intent, effective immediately prior to the issuance of the LTIP Units, the Partnership may revalue all Partnership assets to their respective gross fair market values, and make the resulting adjustments to the “Capital Accounts” (as defined in the Partnership Agreement) of the partners, in each case as set forth in the Partnership Agreement. The Company, the Partnership or any Subsidiary may withhold from the Participant’s wages, or require the Participant to pay to such entity, any applicable withholding or employment taxes resulting from the issuance of the Award hereunder, from the vesting or lapse of any restrictions imposed on the Award, or from the ownership or disposition of the LTIP Units, provided, however, that neither the Company nor the Partnership has made warranties or representations to the Participant with respect to the income tax consequences of the transactions contemplated by this

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Agreement (including, without limitation, with respect to the decision of whether to make an election under Section 83(b) of the Code), and the Participant is in no manner relying on the Company or the Partnership or its representatives for an assessment of such tax consequences.  Participant hereby recognizes that the Internal Revenue Service has proposed regulations under Sections 83 and 704 of the Code that may affect the proper treatment of the LTIP Units for federal income tax purposes.  In the event that those proposed regulations are finalized, the Participant hereby agrees to cooperate with the Partnership in amending this Agreement and the Partnership Agreement, and to take such other action as may be required, to conform to such regulations.  The Participant is advised to consult with his or her own tax advisor with respect to such tax consequences and his or her ownership of the LTIP Units.

(g) Notice Regarding Transfers.  In further acknowledgement of the intended tax treatment discussed in Section 8(f) above, and notwithstanding the restrictions on transfers of the LTIP Units imposed under the terms of this Agreement, the Participant acknowledges that a Transfer of the LTIP Units within the three-year period following the date of this Agreement may result in adverse tax consequences to the Participant.  Such adverse tax consequences may include, without limitation: (i) the LTIP Units failing to be treated as a “profits interest” as defined in Rev. Proc. 93-27 and Rev. Proc. 2001-43 and (ii) gains associated with any disposition of the LTIP Units, not being taxed at the long-term capital gains rate.

9. Capital Account.  The Participant shall make no contribution of capital to the Partnership in connection with the Award and, as a result, the Participant’s Capital Account balance in the Partnership immediately after its receipt of the LTIP Units shall be equal to zero, unless the Participant was a Partner in the Partnership prior to such issuance, in which case the Participant’s Capital Account balance shall not be increased as a result of its receipt of the LTIP Units.

10. Section 83(b) Election. The Participant covenants that the Participant shall make a timely election under Section 83(b) of the Code (and any comparable election in the state of the Participant’s residence) with respect to the LTIP Units covered by the Award, and the Partnership hereby consents to the making of such election(s).  In connection with such election, the Participant and the Participant’s spouse, if applicable, shall promptly provide a copy of such election to the Partnership.  Instructions for completing an election under Section 83(b) of the Code and a form of election under Section 83(b) of the Code are attached hereto as Exhibit A.  The Participant represents that the Participant has consulted any tax advisor(s) that the Participant deems advisable in connection with the filing of an election under Section 83(b) of the Code and similar state tax provisions. The Participant acknowledges that it is the Participant’s sole responsibility, and not the Company’s or the Partnership’s, to timely file an election under Section 83(b) of the Code (and any comparable state election), even if the Participant requests that the Company or the Partnership, or any representative of the Company or the Partnership, make such filing on the Participant’s behalf. The Participant should consult his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence.  

11. Ownership Information.  The Participant hereby covenants that so long as the Participant holds any LTIP Units, at the request of the Partnership, the Participant shall disclose to the Partnership in writing such information relating to the Participant’s ownership of the LTIP Units as the Partnership reasonably believes to be necessary or desirable to ascertain in order to comply with the Code or the requirements of any other appropriate taxing authority.

12. Remedies.  The Participant shall be liable to the Partnership for all costs and damages, including incidental and consequential damages, resulting from a disposition of the Award or the LTIP Units which is in violation of the provisions of this Agreement. Without limiting the generality of the foregoing, the Participant agrees that the Partnership shall be entitled to obtain specific performance of the obligations of the Participant under this Agreement and immediate injunctive relief in the event any

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action or proceeding is brought in equity to enforce the same. The Participant shall not urge as a defense that there is an adequate remedy at law.

13. Restrictive Legends.  Certificates evidencing the Award, to the extent such certificates are issued, may bear such restrictive legends as the Partnership and/or the Partnership’s counsel may deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following legends or any legends similar thereto:

“The securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Any transfer of such securities shall be invalid unless a Registration Statement under the Securities Act is in effect as to such transfer or in the opinion of counsel for SmartStop OP, L.P. (the “Partnership”) such registration is unnecessary in order for such transfer to comply with the Securities Act.”

“The securities represented hereby are subject to forfeiture, transferability and other restrictions as set forth in (i) the SmartStop Self Storage REIT, Inc. and SmartStop OP, L.P. Time-Based LTIP Unit Agreement, (ii) the Employee and Director Long-Term Incentive Plan of SmartStop Self Storage REIT, Inc. and (iii) the Third Amended and Restated Limited Partnership Agreement of SmartStop OP, L.P., in each case, as has been and as may in the future be amended (or amended and restated) from time to time, and such securities may not be sold or otherwise transferred except pursuant to the provisions of such documents.”

14. Restrictions on Public Sale by the Participant.  To the extent not inconsistent with applicable law, the Participant agrees not to effect any sale or distribution of the LTIP Units or any similar security of the Company or the Partnership, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and for a period of up to 90 days beginning on the date of the pricing of any public or private debt or equity securities offering by the Company or the Partnership (except as part of such offering), if and to the extent requested in writing by the Partnership or the Company in the case of a non-underwritten public or private offering or if and to the extent requested in writing by the managing underwriter or underwriters (or initial purchaser or initial purchasers, as the case may be) and consented to by the Partnership or the Company, which consent may be given or withheld in the Partnership’s or the Company’s sole and absolute discretion, in the case of an underwritten public or private offering (such agreement to be in the form of a lock-up agreement provided by the Company, the Partnership, managing underwriter or underwriters, or initial purchaser or initial purchasers, as the case may be).

15. Code Section 409A.  To the extent applicable, this Agreement shall be interpreted so that this Award is exempt from (or, to the extent that exemption is not possible, to comply with) Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to the contrary, in the event that following the effective date of this Agreement, the Company or the Partnership determines that the Award must be revised to maintain exemption from or to comply with Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement), the Company or the Partnership may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company or the Partnership determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or

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preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 15 shall not create any obligation on the part of the Company, the Partnership or any Subsidiary to adopt any such amendment, policy or procedure or take any such other action, and none of the Company, the Partnership or any Subsidiary shall have any obligation to indemnify any person for any taxes imposed under or by operation of Section 409A of the Code.    

16. Miscellaneous.  

(a) Incorporation of the Plan.  This Agreement is subject to the terms and conditions of the Plan, which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.  The Committee may make such rules and regulations and establish such procedures for the administration of this Agreement as it deems appropriate.  Without limiting the generality of the foregoing, the Committee may interpret the Plan and this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law.  In the event of any dispute or disagreement as to interpretation of the Plan or this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan or this Agreement, the decision of the Committee shall be final and binding upon all persons.

(b) Not a Contract of Service Relationship.  Nothing in this Agreement or in the Plan or the Partnership Agreement shall confer upon the Participant any right to continue to serve as an Employee or other service provider of SmartStop Advisors, the Company, the Partnership or any Affiliate or shall interfere with or restrict in any way the rights of SmartStop Advisors, the Company, the Partnership or any Affiliate, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between SmartStop Advisors, the Company, the Partnership or an Affiliate and the Participant.

(c) Governing Law.  The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

(d) Conformity to Securities Laws.  The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all Applicable Law.  Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Award is granted, only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by Applicable Law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

(e) Amendment, Suspension and Termination.  To the extent permitted by the Plan and the Partnership Agreement, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board; provided, however, that, except as may otherwise be provided by the Plan and the Partnership Agreement, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Award in any material way without the prior written consent of the Participant.

(f) Notices. Any notice to be given under the terms of this Agreement shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to the Partnership shall be addressed to the Partnership in care of the General Partner of the Partnership at the Partnership’s principal office, and any notice to be given to the Participant shall be

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addressed to the Participant at the Participant’s last address reflected on the Company’s records.  Any notice shall be deemed duly given when sent via email or when sent by reputable overnight courier or by certified mail (return receipt requested) through the United States Postal Service.  

(g) Successors and Assigns. The Company, the Partnership or any Affiliate may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company, the Partnership and any Affiliate.  Subject to the restrictions on transfer set forth in Section 3 hereof, this Agreement shall be binding upon the Participant and his or her heirs, executors, successors and assigns.

(h) Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of the Plan, the Partnership or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the Partnership Agreement, the Award and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule.  To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

(i) Entire Agreement. The Plan, the Partnership Agreement, and this Agreement (including all exhibits thereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and any Affiliate, the Partnership and the Participant with respect to the subject matter hereof.

(j) Clawback.  This Award shall be subject to any clawback or recoupment policy currently in effect or as may be adopted by the Company or the Partnership, in each case, as may be amended from time to time.

(k) Survival of Representations and Warranties. The representations, warranties and covenants contained in Section 8 hereof shall survive the later of the date of execution and delivery of this Agreement or the issuance of the Award.

(j) Spousal Consent.  As a condition to the Partnership’s, the Company’s and their Subsidiaries’ obligations under this Agreement, the spouse of the Participant, if any, shall execute and deliver to the Partnership the Consent of Spouse attached hereto as Exhibit B.

(k) Fractional Units.  For purposes of this Agreement, any fractional LTIP Units that vest or become entitled to distributions pursuant to the Partnership Agreement shall be rounded as determined by the Company or the Partnership; provided, however, that in no event shall such rounding cause the aggregate number of LTIP Units that vest or become entitled to such distributions to exceed the total number of LTIP Units set forth in Section 1 of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

SMARTSTOP SELF STORAGE REIT, INC.

Name: Michael S. McClure

Title:   Chief Executive Officer

SMARTSTOP OP, L.P.

  By:SmartStop Self Storage REIT, Inc.,

its sole general partner

By:
Name:  Michael S. McClure
Title:    Chief Executive Officer

The Participant hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement.

____________________________

Participant Name

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Exhibit 10.5

SMARTSTOP SELF STORAGE REIT, INC.

AND SMARTSTOP OP, L.P.

PERFORMANCE-BASED LTIP UNIT AGREEMENT

This Performance-Based LTIP Unit Agreement (this “Agreement”), dated as of April 22, 2020 (the “Grant Date”) and effective as of January 1, 2020 (the “Effective Date”), is made by and between SmartStop Self Storage REIT, Inc. , a Maryland corporation (the “Company”), SmartStop OP, L.P. , a Delaware limited partnership (the “Partnership”) and ____________________, (the “Participant”);

WHEREAS, the Company maintains the Employee and Director Long-Term Incentive Plan of SmartStop Self Storage REIT, Inc., effective as of December 20, 2013, as amended by Amendment No. 1, effective as of April 20, 2020 (collectively, and as may be further amended from time to time, the “Plan”);

WHEREAS, the Plan allows the grant of Awards to employees of the Company or any Affiliate;

WHEREAS, the compensation committee (the “Committee”) of the board of directors (the “Board”) of the Company has designated SmartStop Storage Advisors, LLC, a Delaware limited liability company and subsidiary of the Partnership (“SmartStop Advisors”), as an “Affiliate” for purposes of the Plan;

WHEREAS, the Participant is an employee of SmartStop Advisors;

WHEREAS, Section 9 of the Plan provides for the issuance of Other Equity-Based Awards, which includes the LTIP Units, to eligible persons;

WHEREAS, on April 20, 2020, the Committee approved the 2020 Executive Compensation Program (the “Executive Compensation Program”); and

WHEREAS, the Committee has determined that it would be to the advantage and in the best interest of the Company and its Affiliates to cause performance based LTIP Units to be issued to the Participant under the Plan and the Executive Compensation Program, subject to the terms and conditions set forth herein (the “Award”).

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

1. Issuance of LTIP Units. The Participant shall be issued, by the Partnership, a total of __________________ LTIP Units, subject to the terms and conditions set forth herein, in the Plan and in the Third Amended and Restated Limited Partnership Agreement of SmartStop OP, L.P., effective as of June 28, 2019, as amended by that certain Amendment No. 1, effective as of October 29, 2019, and that certain Amendment No. 2, effective as of January 1, 2020, and as may be subsequently amended (the “Partnership Agreement”).  Upon receipt of the Award, the Participant shall, automatically and without further action on his or her part, be deemed to be a party to, signatory of and bound by the Partnership Agreement.  At the request of the Partnership, the Participant shall execute the Partnership Agreement or a joinder or counterpart signature page thereto.  The Participant acknowledges that the Partnership may from time to time issue or cancel (or otherwise modify) LTIP Units and/or other equity interests in accordance with the terms of the Partnership Agreement.  The Award shall have the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the Plan and in the Partnership Agreement.

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In the Participant’s discretion and subject to the consent of the General Partner, the Participant may direct that the Company issue the LTIP Units to a revocable living trust established for the exclusive benefit of the Participant or the Participant and his or her spouse, provided that the Participant shall remain responsible for the satisfaction of all duties and obligations under the Award and under the Plan, including tax obligations.

2. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below.  All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan and/or the Partnership Agreement, as applicable.

3. LTIP Units Subject to Partnership Agreement; Transfer Restrictions.

(a) LTIP Units are subject to the terms of the Plan, this Agreement and the Partnership Agreement, including, without limitation, the restrictions on transfer of Units (including, without limitation, LTIP Units) set forth therein.  

(b) Except as otherwise provided in Section 3(c) below, without the consent of the General Partner (which it may give or withhold in its sole discretion), the Participant shall not sell, pledge, assign, hypothecate, transfer, or otherwise dispose of (collectively, “Transfer”) any unvested LTIP Units or any portion of the Award attributable to such unvested LTIP Units (or any securities into which such unvested LTIP Units are converted or exchanged), other than by will or pursuant to the laws of descent and distribution (the “Transfer Restrictions”); provided, however, that (i) the Participant may direct that the Company issue the LTIP Units to a revocable living trust as described in Section 1 above and (ii) the Transfer Restrictions shall not apply to any Transfer of unvested LTIP Units or Award to the Partnership or the Company.

(c) Any permitted transferee of the Award or LTIP Units shall take such Award or LTIP Units subject to the terms of the Plan, this Agreement, and the Partnership Agreement.  Any such permitted transferee must, upon the request of the Partnership, execute a joinder or counterpart signature page to the

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Partnership Agreement, and must agree to such other waivers, limitations, and restrictions as the Partnership or the Company may reasonably require.  Any Transfer of the Award or LTIP Units which is not made in compliance with the Plan, the Partnership Agreement and this Agreement shall be null and void and of no effect ab initio. Notwithstanding any other provision of this Agreement, without the consent of the General Partner (which it may give or withhold in its sole discretion), other than by will or the laws of descent and distribution, the Participant shall not Transfer the LTIP Units, including by means of a redemption of such LTIP Units by the Partnership, until the earlier of (i) the occurrence of, and in connection with, a Change of Control (or such earlier time as is necessary in order for the Participant to participate in such Change of Control transaction with respect to the LTIP Units and receive the consideration payable with respect thereto in connection with such Change of Control) or (ii) the date such LTIP Units become vested.

(d) At least two weeks prior (the “Notice Period”) to any proposed Transfer of vested or unvested LTIP Units, the Participant shall provide the Company with written notice of such proposed Transfer.  Such notice of a proposed Transfer may be withdrawn at any time prior to expiration of the Notice Period.

4. Vesting.

(a) Performance Vesting.  The LTIP Units shall become vested upon a determination by the Committee of the Applicable Percentage of Maximum Award to be made by the Committee by the Determination Date based upon the following vesting schedule:  

Upon such determination by the Committee, the LTIP Units shall vest and become non-forfeitable with respect to the Applicable Percentage of Maximum Award set forth in the chart above.  Upon a Change of Control during the Performance Period, the Committee shall be permitted to measure Average Annual Same Store Revenue Growth for the Company vs the Peer Companies for a period shorter than the Performance Period prior to the consummation of the Change of Control in the sole discretion of the Committee.  In the event that one or more of the Peer Companies ceases to exist as a separate company or fails to report Same Store Revenues during the Performance Period, the Committee may adjust the ranking tiers and/or measure the Average Annual Same Store Revenue Growth for such companies for a period shorter than the Performance Period in its sole discretion.

For purposes of this Award, the following definitions shall apply:

“Applicable Percentage of Maximum Award” shall mean the percentage of the number of LTIP Units issued pursuant to this Agreement set forth in the chart above.

“Average Annual Same Store Revenue Growth” or “AASSRG” shall mean the simple average of the Annual Same Store Revenue Growth for the three calendar years of the Performance Period.

“Annual Same Store Revenue Growth” shall mean the percentage by which Same Store Revenues for the applicable calendar year exceeds Same Store Revenues for the prior calendar year (which growth may be expressed as a negative percentage).

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“Peer Companies” shall mean the following companies:  Public Storage; Extra Space Storage Inc.; CubeSmart; Life Storage, Inc.; and National Storage Affiliates Trust.

“Performance Period” shall mean the period between January 1, 2020 and December 31, 2022.

“Same Store Revenue” shall mean the same store revenues reported by the Company and the Peer Companies in their respective Securities and Exchange Commission filings or applicable supplemental data contained on the Company’s or Peer Companies’ websites.

(b) Change of Control.  In the event of a Change of Control, the vesting of the LTIP Units shall be governed by the Severance Plan, as in effect at the time of such Change of Control, or, if no such Severance Plan is in place, the Severance Plan last in effect prior to such Change of Control.

5. Effect of Termination of Service.  In the event of the Participant’s termination of employment or service with the Company, the Partnership, SmartStop Advisors, or any other Affiliate for any reason, the vesting of the LTIP Units, if any, shall be governed by the Severance Plan as in effect at the time of such termination, or, if no such Severance Plan is then in place, the Severance Plan last in effect prior to such termination.

6. Distributions and Allocations of Profits and Losses.  

(a) The Participant shall be entitled to receive distributions and allocations of Profits and Losses with respect to the LTIP Units to the extent provided for in the Partnership Agreement, as modified hereby.  

(b) The Distribution Participation Date (as defined in the Partnership Agreement) with respect to the LTIP Units issued hereunder shall be the Determination Date.  Accordingly, from the Effective Date until the Distribution Participation Date, the holder of the LTIP Units issued hereunder shall only be entitled to a percentage of distributions and allocations under the Partnership Agreement equal to the LTIP Unit Initial Sharing Percentage (as defined in the Partnership Agreement) (i.e. 10%) of regular periodic distributions and allocations available to such LTIP Unit (the “Interim Distributions”).  Upon vesting, the holder of the LTIP Units shall be entitled to receive an amount equal to (i) the distributions payable from the Effective Date until the Distribution Participation Date with respect to a number of Common Units that is identical to the actual number of LTIP Units earned hereunder, less (ii) the amount of the Interim Distributions (the “Performance Distribution”).  The Performance Distribution shall be paid to the holder of the LTIP Units within 30 days after the Determination Date.

(c) For the avoidance of doubt, (i) upon vesting, the holder of the LTIP Units shall (in the discretion of the General Partner) receive an allocation of income (including gross items thereof) in an amount equal to the Performance Distribution, and (ii) commencing immediately after the Determination Date, the LTIP Units issued hereunder that have vested shall be entitled to receive the same distributions and allocations payable with respect to Common Units.

(d) All distributions paid with respect to the LTIP Units issued hereunder, both before and after the Determination Date, shall be fully vested and non-forfeitable when paid, whether or not the underlying LTIP Units have become vested pursuant to this Agreement.

7. Execution and Return of Documents and Certificates.  At the Company’s or the Partnership’s request, the Participant hereby agrees to promptly execute, deliver and return to the Partnership any and all documents or certificates that the Company or the Partnership deems necessary or desirable to effectuate the cancellation and forfeiture of the unvested LTIP Units (pursuant to the Restrictions) and the

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portion of the Award attributable thereto, and/or to effectuate the transfer or surrender of such unvested LTIP Units to the Partnership.

8. Covenants, Representations and Warranties. As a condition to the receipt of this Award, the Participant agrees to execute any investor representation or covenant determined by the Company or the Partnership to satisfy an exception under, or to otherwise comply with, the Securities Act of 1933, as amended (the “Securities Act”), including the representations attached hereto as Exhibit C.  Furthermore, the Participant hereby represents, warrants, covenants, acknowledges and agrees on behalf of the Participant and his or her spouse, if applicable, that:

(a) Investment.  The Participant is holding the Award and the LTIP Units for the Participant ’s own account, and not for the account of any other person.  The Participant is holding the Award and the LTIP Units for investment and not with a view to distribution or resale thereof except in compliance with applicable laws regulating securities.

(b) Relation to the Company and the Partnership.  The Participant is presently an executive officer of the Company and employee of SmartStop Advisors, or is otherwise providing services to or for the benefit of the Partnership and its subsidiaries, and in such capacity has become personally familiar with the business of the Partnership.

(c) Access to Information.  The Participant has had the opportunity to ask questions of, and to receive answers from, the Company and the Partnership with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial conditions, and results of operations of the Partnership.

(d) Registration. The Participant understands that the LTIP Units have not been registered under the Securities Act, and the LTIP Units cannot be transferred by the Participant unless such transfer is registered under the Securities Act or an exemption from such registration is available.  The Partnership has made no agreements, covenants or undertakings whatsoever to register the transfer of the LTIP Units under the Securities Act.  The Partnership has made no representations, warranties, or covenants whatsoever as to whether any exemption from the Securities Act, including, without limitation, any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 of the Securities Act, shall be available.  If an exemption under Rule 144 is available at all, it shall not be available until at least six months from issuance of the Award and then not unless the terms and conditions of Rule 144 have been satisfied.  

(e) Public Trading.  None of the Partnership’s securities are presently publicly traded, and the Partnership has made no representations, covenants or agreements as to whether there will be a public market for any of its securities.

(f) Tax Advice.  The Partnership and the Participant intend that (i) the LTIP Units be treated as a “profits interest” as defined in Internal Revenue Service Revenue Procedure 93-27 (“Rev. Proc. 93-27”), as clarified by Revenue Procedure 2001-43 (“Rev. Proc. 2001-43”), (ii) the issuance of such units not be a taxable event to the Partnership or the Participant as provided in such revenue procedure, and (iii) the Partnership Agreement, the Plan and this Agreement be interpreted consistently with such intent. In furtherance of such intent, effective immediately prior to the issuance of the LTIP Units, the Partnership may revalue all Partnership assets to their respective gross fair market values, and make the resulting adjustments to the “Capital Accounts” (as defined in the Partnership Agreement) of the partners, in each case as set forth in the Partnership Agreement. The Company, the Partnership or any Subsidiary may withhold from the Participant’s wages, or require the Participant to pay to such entity, any applicable withholding or employment taxes resulting from the issuance of the Award hereunder, from the vesting or

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lapse of any restrictions imposed on the Award, or from the ownership or disposition of the LTIP Units, provided, however, that neither the Company nor the Partnership has made warranties or representations to the Participant with respect to the income tax consequences of the transactions contemplated by this Agreement (including, without limitation, with respect to the decision of whether to make an election under Section 83(b) of the Code), and the Participant is in no manner relying on the Company or the Partnership or its representatives for an assessment of such tax consequences.  Participant hereby recognizes that the Internal Revenue Service has proposed regulations under Sections 83 and 704 of the Code that may affect the proper treatment of the LTIP Units for federal income tax purposes.  In the event that those proposed regulations are finalized, the Participant hereby agrees to cooperate with the Partnership in amending this Agreement and the Partnership Agreement, and to take such other action as may be required, to conform to such regulations.  The Participant is advised to consult with his or her own tax advisor with respect to such tax consequences and his or her ownership of the LTIP Units.

(g) Notice Regarding Transfers. In further acknowledgement of the intended tax treatment discussed in Section 8(f) above, and notwithstanding the restrictions on transfers of the LTIP Units imposed under the terms of this Agreement, the Participant acknowledges that a Transfer of the LTIP Units within the three-year period following the date of this Agreement may result in adverse tax consequences to the Participant.  Such adverse tax consequences may include, without limitation: (i) the LTIP Units failing to be treated as a “profits interest” as defined in Rev. Proc. 93-27 and Rev. Proc. 2001-43 and (ii) gains associated with any disposition of the LTIP Units, not being taxed at the long-term capital gains rate.

9. Capital Account.  The Participant shall make no contribution of capital to the Partnership in connection with the Award and, as a result, the Participant’s Capital Account balance in the Partnership immediately after its receipt of the LTIP Units shall be equal to zero, unless the Participant was a Partner in the Partnership prior to such issuance, in which case the Participant’s Capital Account balance shall not be increased as a result of its receipt of the LTIP Units.

10. Section 83(b) Election. The Participant covenants that the Participant shall make a timely election under Section 83(b) of the Code (and any comparable election in the state of the Participant’s residence) with respect to the LTIP Units covered by the Award, and the Partnership hereby consents to the making of such election(s).  In connection with such election, the Participant and the Participant’s spouse, if applicable, shall promptly provide a copy of such election to the Partnership.  Instructions for completing an election under Section 83(b) of the Code and a form of election under Section 83(b) of the Code are attached hereto as Exhibit A.  The Participant represents that the Participant has consulted any tax advisor(s) that the Participant deems advisable in connection with the filing of an election under Section 83(b) of the Code and similar state tax provisions. The Participant acknowledges that it is the Participant’s sole responsibility, and not the Company’s or the Partnership’s, to timely file an election under Section 83(b) of the Code (and any comparable state election), even if the Participant requests that the Company or the Partnership, or any representative of the Company or the Partnership, make such filing on the Participant’s behalf. The Participant should consult his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence.  

11. Ownership Information.  The Participant hereby covenants that so long as the Participant holds any LTIP Units, at the request of the Partnership, the Participant shall disclose to the Partnership in writing such information relating to the Participant’s ownership of the LTIP Units as the Partnership reasonably believes to be necessary or desirable to ascertain in order to comply with the Code or the requirements of any other appropriate taxing authority.

12. Remedies.  The Participant shall be liable to the Partnership for all costs and damages, including incidental and consequential damages, resulting from a disposition of the Award or the LTIP

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Units which is in violation of the provisions of this Agreement. Without limiting the generality of the foregoing, the Participant agrees that the Partnership shall be entitled to obtain specific performance of the obligations of the Participant under this Agreement and immediate injunctive relief in the event any action or proceeding is brought in equity to enforce the same. The Participant shall not urge as a defense that there is an adequate remedy at law.

13. Restrictive Legends.  Certificates evidencing the Award, to the extent such certificates are issued, may bear such restrictive legends as the Partnership and/or the Partnership’s counsel may deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following legends or any legends similar thereto:

“The securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Any transfer of such securities shall be invalid unless a Registration Statement under the Securities Act is in effect as to such transfer or in the opinion of counsel for SmartStop OP, L.P. (the “Partnership”) such registration is unnecessary in order for such transfer to comply with the Securities Act.”

“The securities represented hereby are subject to forfeiture, transferability and other restrictions as set forth in (i) the SmartStop Self Storage REIT, Inc. and SmartStop OP, L.P. Performance-Based LTIP Unit Agreement, (ii) the Employee and Director Long-Term Incentive Plan of SmartStop Self Storage REIT, Inc. and (iii) the Third Amended and Restated Limited Partnership Agreement of SmartStop OP, L.P., in each case, as has been and as may in the future be amended (or amended and restated) from time to time, and such securities may not be sold or otherwise transferred except pursuant to the provisions of such documents.”

14. Restrictions on Public Sale by the Participant.  To the extent not inconsistent with applicable law, the Participant agrees not to effect any sale or distribution of the LTIP Units or any similar security of the Company or the Partnership, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and for a period of up to 90 days beginning on the date of the pricing of any public or private debt or equity securities offering by the Company or the Partnership (except as part of such offering), if and to the extent requested in writing by the Partnership or the Company in the case of a non-underwritten public or private offering or if and to the extent requested in writing by the managing underwriter or underwriters (or initial purchaser or initial purchasers, as the case may be) and consented to by the Partnership or the Company, which consent may be given or withheld in the Partnership’s or the Company’s sole and absolute discretion, in the case of an underwritten public or private offering (such agreement to be in the form of a lock-up agreement provided by the Company, the Partnership, managing underwriter or underwriters, or initial purchaser or initial purchasers, as the case may be).

15. Code Section 409A.  To the extent applicable, this Agreement shall be interpreted so that this Award is exempt from (or, to the extent that exemption is not possible, to comply with) Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to the contrary, in the event that following the effective date of this Agreement, the Company or the Partnership determines that the Award must be revised to maintain exemption from or to comply with Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement), the Company or the Partnership may adopt such

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amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company or the Partnership determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 15 shall not create any obligation on the part of the Company, the Partnership or any Subsidiary to adopt any such amendment, policy or procedure or take any such other action, and none of the Company, the Partnership or any Subsidiary shall have any obligation to indemnify any person for any taxes imposed under or by operation of Section 409A of the Code.    

16. Miscellaneous.  

(a) Incorporation of the Plan.  This Agreement is subject to the terms and conditions of the Plan, which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.  The Committee may make such rules and regulations and establish such procedures for the administration of this Agreement as it deems appropriate.  Without limiting the generality of the foregoing, the Committee may interpret the Plan and this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law.  In the event of any dispute or disagreement as to interpretation of the Plan or this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan or this Agreement, the decision of the Committee shall be final and binding upon all persons.

(b) Not a Contract of Service Relationship.  Nothing in this Agreement or in the Plan or the Partnership Agreement shall confer upon the Participant any right to continue to serve as an Employee or other service provider of SmartStop Advisors, the Company, the Partnership or any Affiliate or shall interfere with or restrict in any way the rights of SmartStop Advisors, the Company, the Partnership or any Affiliate, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between SmartStop Advisors, the Company, the Partnership or an Affiliate and the Participant.

(c) Governing Law.  The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

(d) Conformity to Securities Laws.  The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all Applicable Law.  Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Award is granted, only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by Applicable Law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

(e) Amendment, Suspension and Termination.  To the extent permitted by the Plan and the Partnership Agreement, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board; provided, however, that, except as may otherwise be provided by the Plan and the Partnership Agreement, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Award in any material way without the prior written consent of the Participant.

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(f) Notices. Any notice to be given under the terms of this Agreement shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to the Partnership shall be addressed to the Partnership in care of the General Partner of the Partnership at the Partnership’s principal office, and any notice to be given to the Participant shall be addressed to the Participant at the Participant’s last address reflected on the Company’s records.  Any notice shall be deemed duly given when sent via email or when sent by reputable overnight courier or by certified mail (return receipt requested) through the United States Postal Service.  

(g) Successors and Assigns. The Company, the Partnership or any Affiliate may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company, the Partnership and any Affiliate.  Subject to the restrictions on transfer set forth in Section 3 hereof, this Agreement shall be binding upon the Participant and his or her heirs, executors, successors and assigns.

(h) Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of the Plan, the Partnership or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the Partnership Agreement, the Award and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule.  To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

(i) Entire Agreement. The Plan, the Partnership Agreement, and this Agreement (including all exhibits thereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and any Affiliate, the Partnership and the Participant with respect to the subject matter hereof.

(j) Clawback.  This Award shall be subject to any clawback or recoupment policy currently in effect or as may be adopted by the Company or the Partnership, in each case, as may be amended from time to time.

(k) Survival of Representations and Warranties. The representations, warranties and covenants contained in Section 8 hereof shall survive the later of the date of execution and delivery of this Agreement or the issuance of the Award.

(j) Spousal Consent.  As a condition to the Partnership’s, the Company’s and their Subsidiaries’ obligations under this Agreement, the spouse of the Participant, if any, shall execute and deliver to the Partnership the Consent of Spouse attached hereto as Exhibit B.

(k) Fractional Units.  For purposes of this Agreement, any fractional LTIP Units that vest or become entitled to distributions pursuant to the Partnership Agreement shall be rounded as determined by the Company or the Partnership; provided, however, that in no event shall such rounding cause the aggregate number of LTIP Units that vest or become entitled to such distributions to exceed the total number of LTIP Units set forth in Section 1 of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

SMARTSTOP SELF STORAGE REIT, INC.

Name: Michael S. McClure

Title:   Chief Executive Officer

SMARTSTOP OP, L.P.

  By:SmartStop Self Storage REIT, Inc.,

its sole general partner

By:
Name:  Michael S. McClure
Title:    Chief Executive Officer

The Participant hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement.

____________________________

Participant Name

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Exhibit 10.6

AMENDMENT NO. 1 TO THE EMPLOYEE AND DIRECTOR

LONG-TERM INCENTIVE PLAN

OF

SMARTSTOP SELF STORAGE REIT, INC.

In accordance with Section 13 of the Employee and Director Long-Term Incentive Plan, effective as of December 20, 2013, (the “Plan”) of SmartStop Self Storage REIT, Inc, (formerly Strategic Storage Trust II, Inc.) (the “Company”), the Plan is hereby amended by this Amendment No. 1 (this “Amendment”).  This Amendment is made and entered into and effective as of April 20, 2020 (the “Effective Date”).  Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Plan.

WHEREAS, pursuant to Section 13 of the Plan the Board of Directors of the Company (the “Board”) may at any time amend the Plan, provided that such amendment meets the requirements of Applicable Laws, including the requirements for stockholder approval, and such amendment does not impair the rights of any Participant under any Award previously granted under the Plan without such Participant’s consent;

WHEREAS, several provisions of the Plan are reflective of the Company’s former externally advised structure or are otherwise in need of clarification or modification;

WHEREAS, the Board desires to amend the Plan to reflect recent changes in the law; and

WHEREAS, the Board now desires to amend the Plan as set forth below, and has determined that this Amendment meets the requirements of Applicable Laws and does not require stockholder approval, this Amendment does not impair the rights of any Participant under any Award previously granted under the Plan.

NOW THEREFORE, the Plan shall be amended, effective April 20, 2020, as follows:

1.The name of the Plan is changed from “Employee and Director Long-Term Incentive Plan of Strategic Storage Trust II, Inc.” to “Employee and Director Long-Term Incentive Plan of SmartStop Self Storage REIT, Inc.” and in all places that “Strategic Storage Trust II, Inc.” appears, it shall be replaced with “SmartStop Self Storage REIT, Inc.”

2.Section 1.1 of the Plan is amended and restated to read as follows:

1.1Purposes.  The purposes of the Employee and Director Incentive Plan (the “Plan”) of SmartStop Self Storage REIT, Inc. (the “Company”) are to:

a. provide incentives to individuals chosen to receive Awards because of their ability to improve operations and/or increase profits;

b.encourage selected persons to accept or continue employment or other service relationship with the Company or any Affiliate of the Company; and

c.increase the interest of Directors in the Company’s welfare through their participation in the growth in value of the Company’s Stock.

To accomplish these purposes, this Plan provides a means whereby Employees of the Company or any Affiliate of the Company that the Committee deems important to the

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Company’s long-term success, Directors and other enumerated persons may receive Awards.

3.The definition of “Advisor” under Section 1.2 of the Plan is removed in its entirety, and reference to “Advisor” is removed wherever used throughout the Plan.

4.The following definitions under Section 1.2 of the Plan are amended and restated to read as follows:

“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. The Committee, in its sole and absolute discretion, shall have the authority to determine the time or times at which “Affiliate” status is determined, and whether a Person qualifies as an “Affiliate,” within the foregoing definition.  

“Award” means any Award under this Plan, including any grant of Options, Restricted Shares, Restricted Stock Units, LTIP Units, Stock Appreciation Rights, Distribution Equivalent Rights, or Other Equity-Based Awards.

“Cause,” unless otherwise defined in an Employee’s employment agreement, severance plan or agreement or other similar agreement, means (i) gross negligence or willful misconduct, (ii) an uncured breach of any of the Employee’s material duties under his or her employment agreement, severance plan or agreement or other similar agreement, (iii) fraud or other conduct against the material best interests of his or her employer or the Company, or (iv) a conviction of a felony, if such conviction has a material adverse effect on his or her employer.  If “Cause” is otherwise defined in an Employee’s employment agreement, severance plan or agreement or other similar agreement the definition in such employment agreement, severance plan or agreement or other similar agreement shall be effective for purposes of the Plan with respect to the Employee in question.

“Employee” means any person employed by the Company or an Affiliate as evidenced by payroll records.  An Employee includes an officer or a Director who is an employee of the Company or its Affiliates.

“Non-Employee Director” means a person who is a non-employee director as defined in Rule 16b-3.

“Other Equity-Based Award” means any award other than an Option, Stock Appreciation Right or Distribution Equivalent Right Award which, subject to such terms and conditions as may be prescribed by the Committee, entitles a Participant to receive shares of Common Stock or rights or units valued in whole or in part by reference to, or otherwise based on, shares of Common Stock or distributions on shares of Common Stock, including LTIP Units and Restricted Stock Units.

“Plan” means this Employee and Director Long-Term Incentive Plan of SmartStop Self Storage REIT, Inc.

“Related Corporation” means a subsidiary corporation of the Company, as that term is defined in Section 424(f) of the Code.

5.The following definitions are added under Section 1.2 of the Plan:

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“LTIP Unit” means an “LTIP Unit” as defined in the Partnership Agreement.  An LTIP Unit granted under this Plan represents the right to receive the benefits, payments or other rights in respect of an LTIP Unit set forth in the Partnership Agreement, subject to the terms and conditions of the applicable Award Agreement and the Partnership Agreement.

“Operating Partnership” means SmartStop OP, L.P., a Delaware limited partnership and the operating partnership of the Company.

“Partnership Agreement” means the Third Amended and Restated Limited Partnership Agreement of the Operating Partnership, effective as of June 28, 2019, as amended by that certain Amendment No. 1, effective as of October 29, 2019, and that certain Amendment No. 2, effective as of January 1, 2020, and as may be subsequently amended.

“Restricted Stock Units” or “RSUs” means an Award issued under the Plan which entitles the holder, upon satisfaction of the vesting and other conditions set forth in the applicable Award Agreement, to be issued Stock or cash equivalents.  In the discretion of the Committee, an Award of RSUs may be settled in Stock, in cash, or in a combination of Stock and cash.

6.The first and last paragraphs under the definition of “Performance Goals” under Section 1.2 of the Plan are amended and restated to read as follows:

“Performance Goals” means any one or more of the following performance goals, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or Affiliate, either individually, alternatively or in combination, and measured either quarterly, annually or cumulatively over a period of quarters or years, on an absolute basis or relative to a pre-established target, to previous quarter’s or years’ results or to a designated comparison group, any of which may be measured on an aggregate or per share basis, in each case as specified by the Committee in the Award Agreement:

The Committee may appropriately adjust any evaluation of performance under a Performance Goal to remove the effect of equity compensation expense under ASC 718, amortization of acquired technology and intangibles, asset write-downs; litigation or claim judgments or settlements; the effect of changes in or provisions under tax law, accounting principles or other such laws or provisions affecting reported results; accruals for reorganization and restructuring programs; discontinued operations; and any items that are extraordinary, unusual in nature, non-recurring or infrequent in occurrence.

7.Section 2 of the Plan is amended and restated to read as follows:

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3.SHARES OF STOCK SUBJECT TO THIS PLAN

The total number of shares of Stock that may be issued under Awards is a number of shares equal to ten percent (10%) of the Company’s outstanding Stock, but may never exceed ten million (10,000,000) shares.  The maximum number of shares of Stock with respect to which ISOs may be granted under the Plan is the lesser of the total number of shares of Stock that may be issued under Awards or ten million (10,000,000) shares.  Such shares of Stock may consist, in whole or in part, of authorized and unissued Stock or shares of Stock reacquired in private transactions or open market purchases, but all shares of Stock issued under the Plan, regardless of their source, shall be counted against the Stock limitation.  Any shares of Stock that are retained by the Company upon exercise or settlement of an Award in order to satisfy the exercise price in whole or in part, or to pay withholding taxes due with respect to such exercise or settlement, shall be treated as issued to the Participant and will thereafter not be available under the Plan.  Any shares of Stock subject to unexercised portions of Options granted under the Plan which shall have been terminated, cancelled or that have expired may again be subject to Options hereunder.  Awards settled in cash will not reduce the maximum aggregate number of shares of Common Stock that may be issued under the Plan.  The number of shares of Stock reserved for issuance under this Plan is subject to adjustment in accordance with the provisions for adjustment in Section 6.1.  If, after grant, an Option is cancelled, the cancelled Option shall continue to be counted against the maximum number of shares for which options may be granted to an employee during any calendar year as described in this Section 3.  If, after grant, the exercise price of an Option is reduced or the base amount on which a Stock Appreciation Right is calculated is reduced, the transaction shall be treated as the cancellation of the Option or the Stock Appreciation Right, as applicable, and the grant of a new Option or Stock Appreciation Right, as applicable.  If an Option or Stock Appreciation Right is deemed to be cancelled as described in the preceding sentence, the Option or Stock Appreciation Right that is deemed to be canceled and the Option or Stock Appreciation Right that is deemed to be granted shall both be counted against the maximum number of shares for which Options or Stock Appreciation Rights may be granted to an employee during any calendar year as described in this Section 3.

9.Section 4.1 of the Plan is amended and restated to read as follows:

4.1Committee.  

(a)In General.  This Plan shall be administered by the compensation committee (the “Committee”) appointed by the Board.  The number of persons who shall constitute the Committee shall be determined from time to time by a majority of all the members of the Board; provided, however, that the Committee shall not consist of fewer than two persons.  In the event the Board does not appoint a Committee, the Board shall administer the Plan.

(b)Rule 16b-3.  To the extent desirable to qualify transactions under this Plan as exempt under Rule 16b-3, a Committee consisting solely of two or more “non-employee directors” as defined in Rule 16b-3, must approve such transactions.

10.Section 4.2 of the Plan is amended and restated to read as follows:

4.2Duration, Removal, Etc.  The members of the Committee shall serve at the pleasure of the Board, which shall have the power, at any time and from time to time, to remove members from or add members to the Committee.  Removal from the Committee may be with or without cause.  Any individual serving as a member of the Committee shall have the right to resign

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from the Committee by giving at least three days’ prior written notice to the Board.  The Board, and not the remaining members of the Committee, shall have the power and authority to fill vacancies on the Committee, however caused.  The Board shall promptly fill any vacancy that causes the number of members of the Committee to be fewer than two or any other minimum number required to comply with Rule 16b-3 (unless the Board expressly determines not to have Awards under the Plan comply with Rule 16b-3).

11.Section 4.4(j) of the Plan is amended and restated to read as follows:

(j)to delegate its duties under the Plan to such agents as it may appoint from time to time; provided, however, that the Committee may not delegate its duties with respect to making or exercising discretion with respect to Awards to eligible persons if such delegation would cause Awards not to qualify for the exemptions provided by Rule 16b-3 (unless the Board expressly determines not to have Awards under the Plan comply with Rule 16b-3); and

12.Section 6.1(c) of the Plan is amended and restated to read as follows:

(c)Time of Exercise; Vesting.  Awards may, in the sole discretion of the Committee, be exercisable or may vest, and restrictions may lapse, including without limitation, upon the achievement of any Performance Goals, if any, that may be established by the Committee as a condition to vesting or settlement of the Award, as the case may be, at such times and in such amounts as may be specified by the Committee in the grant of the Award. Performance Goals, if any, shall be established before twenty-five percent (25%) of the Performance Period has elapsed, but in no event later than within ninety (90) days after the first day of a Performance Period. At the time any Performance Goals are established, the outcome as to whether the Performance Goals will be met must be substantially uncertain. If any Performance Goals are established as a condition to vesting or settlement of an Award and such Performance Goal is not based solely on the increase in the Fair Market Value of the Stock, the Committee shall certify in writing that the applicable Performance Goals were in fact satisfied before such Award is vested or settled, as applicable.

13.Section 7.4, “Automatic Grants to Non-Employee Directors” of the Plan is removed in its entirety.

14. The definition of “Employment Termination,” Section 6.1(f), Section 12 and Section 18.4 of the Plan are amended to remove references to the “Advisor.”

15.Upon execution of this Amendment, on and after the date hereof, each reference to “this Plan”, “hereunder”, “hereof”, or words of like import in the Plan and in the other documents entered into in connection with the Plan shall mean and be a reference to the Plan, as amended hereby.  Except as specifically amended hereby, the Plan shall remain in full force and effect. The Plan and this Amendment shall be read together and shall have the same force and effect as if the provisions of the Plan and this Amendment were contained in one document.  In the event of a conflict between the provisions of this Amendment and the Plan, the provisions of this Amendment shall control.

Signature on Following Page

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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to the Employee and Director Long-Term Incentive Plan of SmartStop Self Storage REIT, Inc., effective as of the Effective Date.

SMARTSTOP SELF STORAGE REIT, INC.

Name: Michael S. McClure

Title:   Chief Executive Officer

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Exhibit 10.7

AMENDMENT NO. 1 TO

SMARTSTOP SELF STORAGE REIT, INC.

EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN

In accordance with Section 5.5 of the Executive Severance and Change of Control Plan, effective as of June 27, 2019 (the “Plan”), of SmartStop Self Storage REIT, Inc., a Maryland corporation (f/k/a Strategic Storage Trust II, Inc.) (the “Company”), the Plan is hereby amended by this Amendment No. 1 (this “Amendment”).  This Amendment is made and entered into and effective as of April 20, 2020 (the “Effective Date”).  Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Plan.

WHEREAS, the Company has heretofore adopted and maintains the Plan for the purpose of providing severance and change of control protections to certain key employees of the Company and its subsidiaries;

WHEREAS, the title of the Plan was originally the “Strategic Storage Trust II, Inc. Executive Severance and Change of Control Plan,” but the Company has since changed its name to “SmartStop Self Storage REIT, Inc.”;

WHEREAS, pursuant to Section 5.5 of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan at any time or from time to time for any reason, subject to compliance with certain conditions contained in Section 5.5 of the Plan;

WHEREAS, the Board desires to amend the Plan to reflect the name change and to add clarifying language regarding “Termination Events” (as defined in the Plan) that occur other than pursuant to Sections 3.1 and 3.2 of the Plan (the “Amendments”); and

WHEREAS, the Board has determined that no “Participant’s” (as defined in the Plan) right to receive payments and benefits pursuant to the Plan upon a Termination Event will be adversely affected by the Amendments.

NOW THEREFORE, pursuant to the power of amendment contained in Section 5.5 of the Plan, the Plan is hereby amended as follows:

3.3Termination 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, Section 3.2, or such Participant’s death or Disability, the sole payment or benefit such Participant shall be entitled to receive from the Company shall be the Accrued Obligations.  If such Termination Event is due to the Participant’s death or Disability (and is for reasons other than as set forth in Section 3.1 and 3.2), such Participant shall be entitled to receive from the Company the Accrued Obligations and: (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); (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.  For the avoidance of doubt, unless otherwise expressly set forth in the Plan or the award agreement evidencing a Time-Based Award or Performance-Based Award, or to the extent otherwise approved by the Compensation Committee in its sole discretion, the unvested portion of any Time-Based Award or Performance-Based Award, including any unpaid distributions with respect thereto, shall be forfeited as of any Termination Date described in this Section and no further amounts shall be due or owing with respect thereto.

Signature on Following Page

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IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 1 to the Executive Severance and Change of Control Plan of SmartStop Self Storage REIT, Inc., effective as of the Effective Date.

SMARTSTOP SELF STORAGE REIT, INC.

By:/s/ Michael S. McClure

Name: Michael S. McClure

Title:   Chief Executive Officer

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