Common use of Seller Holdback Clause in Contracts

Seller Holdback. At the Closing, Seller shall deposit the sum of $50,000.00 for each self storage facility that is purchased and acquired at Closing by Purchaser (the “Escrow Proceeds”) into escrow with the Title Company, pursuant to an escrow agreement in form attached hereto as Exhibit “I” and incorporated herein, to provide a source of recovery for any post-closing claims that Purchaser may have against Seller either under this Agreement or under the documents executed by Seller at Closing. To the extent a claim is made by Purchaser against Seller following Closing that is not disputed by Seller, Purchaser shall be entitled to a disbursement of a portion of the Escrow Proceeds equal to the amount of such claim. If Seller disputes the claim, then no disbursement shall be made until the claim is resolved The Escrow Proceeds shall be held in escrow until the first anniversary of the Closing Date, at which time any undisbursed Escrow Proceeds shall be released to Seller; provided, however, that in the event a claim is then pending against Seller by Purchaser, there shall be withheld from such disbursement an amount equal to the amount of such claim; provided further, however, that in the event that such pending claim exceeds the then balance of the Escrow Proceeds then there shall be no disbursement to Seller at such time until such claim is resolved. In consideration for the Escrow Proceeds, Purchaser agrees that Seller’s liability to Purchaser for any claim made or that arises from or in connection with this Agreement or the closing of the transaction that is the subject of this Agreement shall be capped and limited to the Escrow Proceeds, other than claims arising against Seller as a result of fraud or for breach of the warranty and representation made in Section 4.4(a)(i). Exhibit 10.1 Executed to be effective as of the Effective Date. SELLER: Starship Conroe, L.P., a Texas limited partnership By:M-Properties, Inc., a Colorado corporation, its General Partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President Starship Missouri City, L.P. a Texas limited partnership By:M-Properties, Inc., a Colorado corporation, its General Partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President Date: March 2, 2018 Exhibit 10.1 PURCHASER: SST IV ACQUISITIONS, LLC, a Delaware limited liability company By: /s/ H. Xxxxxxx Xxxxxxxx Name: H. Xxxxxxx Xxxxxxxx Title: Chief Executive Officer Date: March 2, 2018

Seller Holdback. At the Closing, Seller shall deposit the sum of $50,000.00 for each self storage facility that is purchased and acquired at Closing by Purchaser 2,000,000.00 (the “Escrow Proceeds”) into escrow with the Title Company, pursuant to an escrow agreement in form attached hereto as Exhibit “I” and incorporated herein, to provide a source of recovery for any post-closing claims that Purchaser may have against (i) Moving Company Tenant under the Moving Company Lease, and/or (ii) Seller either under this Agreement or under the documents executed by Seller at Closing, including without limitation any indemnification obligations of Seller under this Agreement (herein, a “Claim”). To the extent a claim Claim is made by Purchaser against following Closing, Seller following Closing hereby agrees that is not disputed by Seller, Purchaser shall be entitled to a disbursement of a portion of the Escrow Proceeds equal to the amount of such claimthe Claim, without limitation of Purchaser’s right to recover the entire amount of any Claim against Seller or Moving Company Tenant, as applicable, should the then balance of the Escrow Proceeds be insufficient. If Seller disputes the claim, then no disbursement shall be made until the claim is resolved The Escrow Proceeds shall be held in escrow until the first sixth anniversary of the Closing Date, Date at which time any undisbursed then remaining balance of the Escrow Proceeds shall be released disbursed to Seller; provided, however, that in the event a claim provided no Claim is then pending against Seller by Purchaseror Moving Company Tenant, there shall be withheld from such disbursement an amount equal and subject to the amount earlier annual periodic disbursements of such claim; provided further, however, that in the event that such pending claim exceeds the then balance portions of the Escrow Proceeds then there shall be no disbursement to Seller at such time until such claim is resolvedif and when required under Exhibit “I” hereto. In consideration for the Escrow Proceeds, Purchaser agrees that Seller’s liability [Signature page to Purchaser for any claim made or that arises from or in connection with this Agreement or the closing follow and remainder of the transaction that is the subject of this Agreement shall be capped and limited to the Escrow Proceeds, other than claims arising against Seller as a result of fraud or for breach of the warranty and representation made in Section 4.4(a)(i). Exhibit 10.1 page intentionally left blank] Executed to be effective as of the Effective Date. SELLER: Starship Conroe99 Evergreen, L.P.LLC, a Texas New Jersey limited partnership By:M-Properties, Inc., a Colorado corporation, its General Partner liability company By: /s/ Xxxxx Xxx Sxxxxxx Xxx-Xxxxxx Name: Xxxxx Xxx Sxxxxxx Xxx-Xxxxxx Title: Vice President Starship Missouri City, L.P. a Texas limited partnership By:M-Properties, Inc., a Colorado corporation, its General Partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President Owner Date: March 2December 17, 2018 Exhibit 10.1 PURCHASER: SST IV ACQUISITIONSAcquisitions, LLC, a Delaware limited liability company By: /s/ H. Xxxxxxx Mxxxxxx Xxxxxxxx Name: H. Xxxxxxx Mxxxxxx Xxxxxxxx Title: Chief Executive Officer Date: March 2December 17, 2018 [Signatures continue on following page] The undersigned Escrow Agent hereby acknowledges receipt of (i) a fully executed copy of this Agreement on the _____ day of December, 2018, and (ii) the $500,000.00 exxxxxx money deposit on the _____ day of December, 2018, and agrees to hold and dispose of the Exxxxxx Money in accordance with the provisions of this Agreement. Seller and Purchaser hereby designate the Escrow Agent as the “Real Estate Reporting Person” with respect to the transaction contemplated by this Agreement, for purposes of compliance with Section 6045(e) of the Tax Reform Act of 1986, as amended, and the Escrow Agent, by its execution below, hereby accepts such designation. ESCROW AGENT: Republic Title of Texas, Inc., a Texas corporation By: Name: Title:

Seller Holdback. At the Closing, Seller shall deposit the sum of $50,000.00 for each self storage facility that is purchased and acquired at Closing by Purchaser 100,000.00 (the “Escrow Proceeds”) into escrow with the Title Company, pursuant to an escrow agreement in form attached hereto as Exhibit “I” and incorporated herein, to provide a source of recovery for any post-closing claims that Purchaser may have against Seller either under this Agreement or under the documents executed by Seller at Closing. To the extent a claim is made by Purchaser against Seller following Closing that Closing, Seller will have five (5) business days to object, and if no objection is not disputed by Sellertimely filed, Purchaser shall be entitled to a disbursement of a portion of the Escrow Proceeds equal to the amount of such claim, without limitation of Purchaser’s right to recover the entire amount of any claim against Seller should the then balance of the Escrow Proceeds be insufficient. If Seller disputes the claim, then no disbursement shall be made until the claim is resolved The Escrow Proceeds shall be held in escrow until the one hundred eighty-first anniversary of (181st) day following the Closing Date, at which time any undisbursed Escrow Proceeds shall be released to Seller; provided, however, that in the event a claim is then pending against Seller by Purchaser, there shall be withheld from such disbursement an amount equal to the amount of such claim; provided further, however, that in the event that such pending claim exceeds the then balance of the Escrow Proceeds then there shall be no disbursement to Seller at such time until such claim is resolved. In consideration for the Escrow Proceeds, Purchaser agrees that Seller’s liability to Purchaser for any claim made or that arises from or in connection with this Agreement or the closing of the transaction that is the subject of this Agreement shall be capped and limited to the Escrow Proceeds, other than claims arising against Seller as a result of fraud or for breach of the warranty and representation made in Section 4.4(a)(i). Exhibit 10.1 Executed to be effective as of the Effective Date. SELLER: Starship Conroe, L.P., a Texas limited partnership By:M-Properties, Inc., a Colorado corporation, its General Partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President Starship Missouri City, L.P. a Texas limited partnership By:M-Properties, Inc., a Colorado corporation, its General Partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President Date: March 2, 2018 Exhibit 10.1 PURCHASER: SST IV ACQUISITIONS, LLC, a Delaware limited liability company By: /s/ H. Xxxxxxx Xxxxxxxx Name: H. Xxxxxxx Xxxxxxxx Title: Chief Executive Officer Date: March 2, 2018time.

Seller Holdback. At the Closing, Seller shall deposit the sum of $50,000.00 for each self storage facility that is purchased and acquired at Closing by Purchaser 100,000.00 (the “Escrow Proceeds”) into escrow with the Title Company, pursuant to an escrow agreement in form attached hereto as Exhibit “I” and incorporated herein, to provide a source of recovery for any post-closing claims that Purchaser may have against Seller either under this Agreement or under the documents executed by Seller at Closing. To the extent a claim is made by Purchaser against Seller following Closing that is not disputed by SellerClosing, Purchaser shall be entitled to a disbursement of a portion of the Escrow Proceeds equal to the amount of such claim, without limitation of Purchaser’s right to recover the entire amount of any claim against Seller should the then balance of the Escrow Proceeds be insufficient. If Seller disputes the claim, then no disbursement shall be made until the claim is resolved The Escrow Proceeds shall be held in escrow until the first anniversary of the Closing Date, at which time any undisbursed Escrow Proceeds shall be released to Seller; provided, however, that in the event a claim is then pending against Seller by Purchaser, there shall be withheld from such disbursement an amount equal to the amount of such claim; provided further, however, that in the event that such pending claim exceeds the then balance of the Escrow Proceeds then there shall be no disbursement to Seller at such time until such claim is resolved. In consideration for the Escrow Proceeds, Purchaser agrees that Seller’s liability to Purchaser for any claim made or that arises from or in connection with this Agreement or the closing of the transaction that is the subject of this Agreement shall be capped and limited to the Escrow Proceeds, other than claims arising against Seller as a result of fraud or for breach of the warranty and representation made in Section 4.4(a)(i). Exhibit 10.1 Executed to be effective as of the Effective Date. SELLER: Starship Conroe, L.P., a Texas limited partnership By:M-Properties, Inc., a Colorado corporation, its General Partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President Starship Missouri City, L.P. a Texas limited partnership By:M-Properties, Inc., a Colorado corporation, its General Partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President Date: March 2, 2018 Exhibit 10.1 PURCHASER: SST IV ACQUISITIONS, LLC, a Delaware limited liability company By: /s/ H. Xxxxxxx Xxxxxxxx Name: H. Xxxxxxx Xxxxxxxx Title: Chief Executive Officer Date: March 2, 2018time.

Seller Holdback. At the Closing, Seller shall deposit the sum of $50,000.00 for each self storage facility that is purchased and acquired at Closing by Purchaser 100,000.00 (the “Escrow Proceeds”) into escrow with the Title CompanyEscrow Agent, pursuant to an escrow agreement in form attached hereto as Exhibit “IM” and incorporated herein, to provide a source of recovery for any post-closing claims that Purchaser may have against Seller either under this Agreement or under the documents executed by Seller at Closing. To the extent a claim is made by Purchaser against Seller following Closing that is not disputed by SellerClosing, Purchaser shall be entitled to a disbursement of a portion of the Escrow Proceeds equal to the amount of such claim, without limitation of Purchaser’s right to recover the entire amount of any claim against Seller should the then balance of the Escrow Proceeds be insufficient. If Seller disputes the claim, then no disbursement shall be made until the claim is resolved The Escrow Proceeds shall be held in escrow until the 271st day following first anniversary of the Closing Date, at which time any undisbursed Escrow Proceeds shall be released to Seller; provided, however, that in the event a claim is then pending against Seller by Purchaser, there shall be withheld from such disbursement an amount equal to the amount of such claim; provided further, however, that in the event that such pending claim exceeds the then balance of the Escrow Proceeds then there shall be no disbursement to Seller at such time until such claim is resolvedtime. In consideration for the Escrow Proceeds, Purchaser agrees that Seller’s liability to Purchaser for any claim made or that arises from or in connection with this Agreement or the closing of the transaction that is the subject of this Agreement shall be capped and limited to the Escrow Proceeds, other than claims arising against Seller as a result of fraud or for breach of the warranty and representation made in Section 4.4(a)(i). Exhibit 10.1 Executed to be effective as of the Effective Date. SELLER: Starship ConroeA Space Storage Clarcona, L.P.LLC, a Texas Florida limited partnership By:M-Properties, Inc., a Colorado corporation, its General Partner liability company By: /s/ Xxxxx Xxx Xxxxxxx Xxxxxxxx Name: Xxxxx Xxx Xxxxxxx Xxxxxxxx Title: Vice President Starship Missouri City, L.P. a Texas limited partnership By:M-Properties, Inc., a Colorado corporation, its General Partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President Manager Date: March 210/26, 2018 Exhibit 10.1 2021 PURCHASER: SST IV ACQUISITIONSII Acquisitions, LLC, a Delaware limited liability company By: /s/ H. Xxxxxxx Xxxxxxxx Name: H. Xxxxxxx Xxxxxxxx Title: Chief Executive Officer CEO Date: March 210/26, 20182021

Seller Holdback. At the Closing, Seller shall deposit the sum of $50,000.00 for each self storage facility that is purchased and acquired at Closing by Purchaser 75,000.00 (the “Escrow Proceeds”) into escrow with the Title Company, pursuant to an escrow agreement in form attached hereto as Exhibit “I” and incorporated herein, to provide a source of recovery for any post-closing claims that Purchaser may have against Seller either under this Agreement or under the documents executed by Seller at Closing. To the extent a claim is made by Purchaser against Seller following Closing that is not disputed by SellerClosing, Purchaser shall be entitled to a disbursement of a portion of the Escrow Proceeds equal to the amount of such claim, without limitation of Purchaser’s right to recover the entire amount of any claim against Seller should the then balance of the Escrow Proceeds be insufficient. If Seller disputes the claim, then no disbursement shall be made until the claim is resolved The Escrow Proceeds shall be held in escrow until the first anniversary of the Closing Date, at which time any undisbursed Escrow Proceeds shall be released to Seller; provided, however, that in the event a claim is then pending against Seller by Purchaser, there shall be withheld from such disbursement an amount equal to the amount of such claim; provided further, however, that in the event that such pending claim exceeds the then balance of the Escrow Proceeds then there shall be no disbursement to Seller at such time until such claim is resolved. In consideration for the Escrow Proceeds, Purchaser agrees that Seller’s liability to Purchaser for any claim made or that arises from or in connection with this Agreement or the closing of the transaction that is the subject of this Agreement shall be capped and limited to the Escrow Proceeds, other than claims arising against Seller as a result of fraud or for breach of the warranty and representation made in Section 4.4(a)(i). Exhibit 10.1 Executed to be effective as of the Effective Date. SELLER: Starship Conroe, L.P., a Texas limited partnership By:M-Properties, Inc., a Colorado corporation, its General Partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President Starship Missouri City, L.P. a Texas limited partnership By:M-Properties, Inc., a Colorado corporation, its General Partner By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President Date: March 2, 2018 Exhibit 10.1 PURCHASER: SST IV ACQUISITIONS, LLC, a Delaware limited liability company By: /s/ H. Xxxxxxx Xxxxxxxx Name: H. Xxxxxxx Xxxxxxxx Title: Chief Executive Officer Date: March 2, 2018time.