Strategic Storage Trust, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 27th, 2015 • SmartStop Self Storage, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between SmartStop Self Storage, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP, L.P.
Limited Partnership Agreement • September 5th, 2014 • SmartStop Self Storage, Inc. • Real estate investment trusts • Delaware

Strategic Storage Operating Partnership, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 14, 2007. The First Amended and Restated Limited Partnership Agreement was entered into effective as of March 17, 2008. The Second Amended and Restated Limited Partnership Agreement was entered into effective as of March 28, 2014. This Third Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into on September 4, 2014 to be effective at 11:59 PM Pacific Daylight Time on August 31, 2014 among Strategic Storage Trust, Inc., a Maryland corporation (the “General Partner”), the Limited Partners set forth on Exhibit A hereto, and such additional Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

STRATEGIC STORAGE TRUST, INC. DEALER MANAGER AGREEMENT Up to 110,000,000 Shares of Common Stock/$1,095,000,000 (Second Offering)
Dealer Manager Agreement • September 16th, 2011 • Strategic Storage Trust, Inc. • Real estate investment trusts • California

Strategic Storage Trust, Inc., a Maryland corporation (the "Company"), is registering for public sale a maximum of 110,000,000 shares (the "Shares") of its common stock, $0.001 par value per share (the "Offering"), to be issued and sold for an aggregate purchase price of $1,095,000,000 (100,000,000 shares to be offered to the public at a purchase price of $10.00 per share and 10,000,000 shares to be offered pursuant to the Company's distribution reinvestment plan at a purchase price of $9.50 per share). The minimum purchase by any one person shall be 100 Shares except as otherwise indicated in the Prospectus or in any letter or memorandum from the Company to Select Capital Corporation (the "Dealer Manager"). It is anticipated that the Dealer Manager will enter into Participating Dealer Agreements in the form attached to this Dealer Manager Agreement with other broker-dealers participating in the Offering (each dealer being referred to herein as a "Dealer" and said dealers being collect

THIRD AMENDED AND RESTATED ADVISORY AGREEMENT BY AND AMONG STRATEGIC STORAGE TRUST, INC., STRATEGIC STORAGE OPERATING PARTNERSHIP, L.P., AND STRATEGIC STORAGE ADVISOR, LLC
Advisory Agreement • March 31st, 2014 • Strategic Storage Trust, Inc. • Real estate investment trusts • California

THIS THIRD AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of March 28, 2014, is entered into among STRATEGIC STORAGE TRUST, INC., a Maryland corporation (the “Company”), STRATEGIC STORAGE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”) and STRATEGIC STORAGE ADVISOR, LLC, a Delaware limited liability company (the “Advisor”).

GUARANTY
Guaranty • November 5th, 2014 • SmartStop Self Storage, Inc. • Real estate investment trusts • New York

THIS GUARANTY (this “Guaranty”) dated as of October 31, 2014, executed and delivered by each of the undersigned, whether one or more, (“Guarantor”), in favor of (a) KEYBANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Agent”) for the Lenders under that certain Credit Agreement dated as of even date herewith, by and among SSTI Preferred Investor, LLC, a Delaware limited liability company (the “Borrower”), the financial institutions party thereto and their assignees in accordance therewith (the “Lenders”), and the Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Credit Agreement”) and (b) the Lenders.

LIMITED GUARANTY
Limited Guaranty • June 14th, 2011 • Strategic Storage Trust, Inc. • Real estate investment trusts

THIS LIMITED GUARANTY (this “Guaranty”) dated as of June 10, 2011, made by STRATEGIC STORAGE TRUST, INC., a Maryland corporation (“Guarantor”), to and for the benefit of ING LIFE INSURANCE AND ANNUITY COMPANY, a Connecticut corporation (“Lender”).

AMENDED AND RESTATED ADVISORY AGREEMENT BY AND BETWEEN STRATEGIC STORAGE TRUST, INC. AND STRATEGIC STORAGE ADVISOR, LLC
Advisory Agreement • September 28th, 2011 • Strategic Storage Trust, Inc. • Real estate investment trusts • California

THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of September 22, 2011, is entered into between STRATEGIC STORAGE TRUST, INC., a Maryland corporation (the “Company”), and STRATEGIC STORAGE ADVISOR, LLC, a Delaware limited liability company (the “Advisor”).

CREDIT AGREEMENT dated as of October 28, 2013 among STRATEGIC STORAGE OPERATING PARTNERSHIP, L.P. AND CERTAIN AFFILIATED ENTITIES, collectively as Borrower and The Lenders Party Hereto and KEYBANK, NATIONAL ASSOCIATION,
Credit Agreement • November 1st, 2013 • Strategic Storage Trust, Inc. • Real estate investment trusts • New York

THIS CREDIT AGREEMENT (this “Agreement”) dated as of the 28th day of October, 2013, by and among each Borrower (as defined herein), the Lenders (as defined herein) and KeyBank as Administrative Agent (as defined herein).

LIMITED RECOURSE GUARANTY
Limited Recourse Guaranty • February 3rd, 2011 • Strategic Storage Trust, Inc. • Real estate investment trusts • Nevada

THIS LIMITED RECOURSE GUARANTY (“Guaranty”) is made this 28th day of January, 2011, by STRATEGIC STORAGE TRUST INC., a Maryland corporation (the “Guarantor”), in favor of CITIGROUP GLOBAL MARKETS REALTY CORP. (including its successors, transferees and assigns, the “Lender”).

GUARANTY
Guaranty • October 1st, 2008 • Strategic Storage Trust, Inc. • Real estate investment trusts • Florida

THIS GUARANTY ("Guaranty") is executed as of the 25th day of September, 2008, by STRATEGIC STORAGE TRUST, INC., a Maryland corporation, and strategic storage operating partnership, l.p., a Delaware limited partnership (whether one or more herein called "Guarantor"), for the benefit of SPECTRUM REALTY MEZZANINE FUND I, LLC, a Delaware limited liability company ("Lender").

LOAN AGREEMENT Dated as of October 10, 2012 Between SSTI 281 RICHWOOD RD, LLC; SSTI 2526 RITCHIE ST, LLC; SSTI 5970 CENTENNIAL CIR, LLC; SSTI 815 LASALLE AVE, LLC; SSTI 8900 MURRAY AVE, LLC; SSTI 2025 N RANCHO DR, LLC; SSTI 3200 ROUTE 37 E, LLC; SSTI...
Loan Agreement • October 15th, 2012 • Strategic Storage Trust, Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of October 10, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 (“Lender”) and SSTI 281 RICHWOOD RD, LLC, a Delaware limited liability company (“281 Richwood”); SSTI 2526 RITCHIE ST, LLC, a Delaware limited liability company (“2526 Ritchie”); SSTI 5970 CENTENNIAL CIR, LLC, a Delaware limited liability company (“5970 Centennial”); SSTI 815 LASALLE AVE, LLC, a Delaware limited liability company (“815 LaSalle”); SSTI 8900 MURRAY AVE, LLC, a Delaware limited liability company (“8900 Murray”); SSTI 2025 N RANCHO DR, LLC, a Delaware limited liability company (“2025 N. Rancho”); SSTI 3200 ROUTE 37 E, LLC, a Delaware limited liability company (“3200 Route 37 E”); SSTI 12714 S LA CIENEGA BLVD, LLC, a Delaware limited liability company (“12714 S. La Cienega”); an

PLEDGE AND SECURITY AGREEMENT (Equity Issuance Proceeds)
Pledge and Security Agreement • July 8th, 2011 • Strategic Storage Trust, Inc. • Real estate investment trusts • New York

THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is dated as of July 1, 2011 and is made by STRATEGIC STORAGE TRUST INC., a Maryland corporation having an address at 111 Corporate Drive, Suite 120, Ladera Ranch, CA 92694, (“Pledgor”) and KEYBANK NATIONAL ASSOCIATION, a national banking association having a principal place of business at 225 Franklin Street, 18th Floor, Boston, Massachusetts 02110, as agent (in such capacity, “Agent”) for itself and any other lenders who become Lenders under the Credit Agreement (as hereinafter defined) (collectively referred to as “Lenders” and each individually referred to as a “Lender”).

LOAN AGREEMENT Dated as of January 28, 2011 Between EACH OF THE PARTIES SET FORTH ON EXHIBIT A ATTACHED HERETO, as Borrower and CITIGROUP GLOBAL MARKETS REALTY CORP., as Lender
Loan Agreement • February 3rd, 2011 • Strategic Storage Trust, Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of January 28, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 388 Greenwich Street, 19th Floor, New York, New York 10013 (together with its successors and/or assigns, “Lender”) and EACH OF THE PARTIES SET FORTH ON EXHIBIT A ATTACHED HERETO, each a Delaware limited liability company having its principal place of business at 111 Corporate Drive, Suite 120, Ladera Ranch, CA 92694 (together with its successors and/or assigns, “Borrower”).

CONTRACT OF SALE
Contract of Sale • October 14th, 2010 • Strategic Storage Trust, Inc. • Real estate investment trusts • California

THIS CONTRACT OF SALE (this “Agreement”) is made and entered into as of the 14th day of September, 2010, by and between APF WO 7, LP, a Delaware limited partnership having an address c/o J.P. Morgan Investment Management Inc., 245 Park Avenue, New York, New York 10167 (“Seller”) and SSTI Acquisitions, LLC, a Delaware limited liability company, having an address at 111 Corporate Drive, Suite 210, Ladera Ranch, California 92694 (“Purchaser”).

CREDIT AGREEMENT dated as of October 31, 2014 among SSTI PREFERRED INVESTOR, LLC, as Borrower and The Lenders Party Hereto and KEYBANK, NATIONAL ASSOCIATION, as Administrative Agent KEYBANC CAPITAL MARKETS, LLC, as Sole Book Runner and Sole Lead Arranger
Credit Agreement • November 5th, 2014 • SmartStop Self Storage, Inc. • Real estate investment trusts • New York

THIS CREDIT AGREEMENT (this “Agreement”) dated as of the 31st day of October, 2014 by and among Borrower (as defined herein), the Lenders (as defined herein) and KeyBank as Administrative Agent (as defined herein).

ASSET PURCHASE AGREEMENT (Montgomery DST)
Asset Purchase Agreement • June 15th, 2015 • SmartStop Self Storage, Inc. • Real estate investment trusts • Delaware

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of the 15th day of June, 2015, is entered into by and between SMARTSTOP SELF STORAGE, INC., a Maryland corporation (“SmartStop”), SMARTSTOP SELF STORAGE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”), SELF STORAGE REIT II, LLC, a Delaware limited liability company (“REIT II”), and USA SS REIT II OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “REIT II OP”) (each of SmartStop, the Operating Partnership, REIT II and the REIT II OP, a “Seller” and collectively, “Sellers”), and STRATEGIC 1031, LLC, a Delaware limited liability company (“Buyer”).

GUARANTY
Guaranty • March 30th, 2010 • Strategic Storage Trust, Inc. • Real estate investment trusts • California

THIS GUARANTY (“Guaranty”) is executed as of September 5, 2007 by U.S. Commercial LLC, a Virginia limited liability company, (“Commercial”), USA Self Storage REIT, Inc., a Maryland corporation (“REIT I”) and USA Self Storage REIT II, Inc., a Maryland corporation (“REIT II”) (singularly and collectively referred to as “Guarantor”), for the benefit of LaSalle Bank National Association, a national banking association, its successors and assigns (“Lender”).

GUARANTY AGREEMENT
Guaranty Agreement • October 15th, 2012 • Strategic Storage Trust, Inc. • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT (this “Guaranty”) is made effective as of October 10, 2012, by STRATEGIC STORAGE TRUST, INC., a Maryland corporation, whose address is 111 Corporate Drive, Suite 120, Ladera Ranch, CA 92694 (“Guarantor”) in favor of KEYBANK NATIONAL ASSOCIATION, a national banking association, having a place of business at 11501 Outlook, Suite 300, Overland Park, Kansas 66211, its successors and assigns (“Lender”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 22nd, 2009 • Strategic Storage Trust, Inc. • Real estate investment trusts • Kentucky

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is executed by and between Security Self Storage Inc., a Kentucky corporation ("Seller"), and Strategic Capital Holdings, LLC, a Virginia limited liability company ("Purchaser"), formerly known as U.S. Commercial LLC.

AGREEMENT FOR PURCHASE AND SALE
Purchase and Sale Agreement • August 10th, 2009 • Strategic Storage Trust, Inc. • Real estate investment trusts • New Jersey

THIS AGREEMENT FOR PURCHASE AND SALE ("Agreement") made and entered into by and between USI II, LLC, a Delaware limited liability company (herein, "Seller"), whose address is 460 Swedesford Road, Suite 3000, Wayne, PA 19087 and Strategic Capital Holdings, LLC, a Virginia limited liability company (formerly known as U.S. Commercial LLC)[herein "Buyer"], whose address is 111 Corporate Drive, Suite 210 Ladera Ranch, CA 92694.

DEED TO SECURE DEBT AND SECURITY AGREEMENT
Deed to Secure Debt and Security Agreement • June 14th, 2011 • Strategic Storage Trust, Inc. • Real estate investment trusts

THIS DEED TO SECURE DEBT AND SECURITY AGREEMENT (“Security Deed”) is made as of June 10, 2011, by , a Delaware limited liability company (“Grantor”), with the mailing address of c/o Strategic Storage Trust, Inc., 111 Corporate Drive, Suite 120, Ladera Ranch, CA 92694, for the benefit of ING LIFE INSURANCE AND ANNUITY COMPANY, a Connecticut corporation (“Grantee”) with the mailing address of c/o ING Investment Management LLC, 5780 Powers Ferry Road, NW, Suite 300, Atlanta, Georgia 30327-4349.

RECOURSE LIABILITIES GUARANTY [property address]
Recourse Liabilities Guaranty • August 31st, 2010 • Strategic Storage Trust, Inc. • Real estate investment trusts

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, the undersigned, STRATEGIC STORAGE TRUST, INC., a Maryland corporation (whether one or more, hereinafter together called “Guarantor” in the singular) absolutely guarantees and agrees to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (hereinafter called “Lender”) at the address designated in the Instrument (as hereinafter defined) for payment thereof or as such address may be changed as provided in the Instrument, all limited and full recourse indebtedness of [property owning LLC], a limited liability company organized under the laws of the State of Delaware (hereinafter called “Borrower”), under Paragraphs 8 and 9 of that certain Promissory Note [property address] in the original principal amount of made by Borrower payable to the order of Lender and dated August 25, 2010, and all modifications, renewals and extensions of and substitutions for said Promissory Note (said Promissory Note and all modifications, renew

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ESCROW AGREEMENT BETWEEN STRATEGIC STORAGE TRUST, INC. AND THE BANK OF NEW YORK
Escrow Agreement • March 7th, 2008 • Strategic Storage Trust, Inc. • Real estate investment trusts • Maryland

This ESCROW AGREEMENT (this “Agreement”) is entered into as of March , 2008 by and among Strategic Storage Trust, Inc., a Maryland corporation (the “Company”), U.S. Select Securities, LLC, a Virginia limited liability company (the “Dealer Manager”), and The Bank of New York, a New York banking corporation, as escrow agent (the “Escrow Agent”).

AGREEMENT AND PLAN OF MERGER By and Among EXTRA SPACE STORAGE INC., EXTRA SPACE STORAGE LP, EDGEWATER REIT ACQUISITION (MD) LLC, EDGEWATER PARTNERSHIP ACQUISITION (DE) LLC, SMARTSTOP SELF STORAGE, INC. and SMARTSTOP SELF STORAGE OPERATING PARTNERSHIP,...
Merger Agreement • June 15th, 2015 • SmartStop Self Storage, Inc. • Real estate investment trusts • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2015 (this “Agreement”), is made by and among Extra Space Storage Inc., a Maryland corporation (“Parent”), Extra Space Storage LP, a Delaware limited partnership (the “Partnership”), Edgewater REIT Acquisition (MD) LLC, a Maryland limited liability company and a direct or indirect wholly-owned subsidiary of the Partnership (“Merger Sub I”), Edgewater Partnership Acquisition (DE) LLC, a Delaware limited liability company and a direct or indirect wholly-owned subsidiary of the Partnership (“Merger Sub II”), SmartStop Self Storage, Inc., a Maryland corporation (the “Company”), and SmartStop Self Storage Operating Partnership, L.P., a Delaware limited partnership (“Merger Partnership”).

GUARANTY AGREEMENT
Guaranty Agreement • March 17th, 2009 • Strategic Storage Trust, Inc. • Real estate investment trusts • Florida

This Guaranty Agreement (the “Agreement”) is made this 16th day of March, 2009, by Strategic Storage Trust, Inc., a Maryland corporation (“Guarantor”), in favor of BB&T Real Estate Funding LLC, a North Carolina limited liability company (“Lender”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 25th, 2010 • Strategic Storage Trust, Inc. • Real estate investment trusts • New York

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of the Effective Date (as defined in Section 16.20), by and between CHICAGO FIVE PORTFOLIO LLC, a Delaware limited liability company (the "Seller") and STRATEGIC CAPITAL HOLDINGS, a Virginia limited liability company (the "Purchaser").

TERMINATION OF ADVISORY AGREEMENT
Termination of Advisory Agreement • September 5th, 2014 • SmartStop Self Storage, Inc. • Real estate investment trusts • Delaware

THIS TERMINATION OF ADVISORY AGREEMENT (this “Termination”) is made as of September 4, 2014, effective at 11:59PM Pacific Daylight Time on August 31, 2014 (the “Effective Date”), by and among Strategic Storage Trust, Inc., a Maryland corporation (the “Company”), Strategic Storage Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Strategic Storage Advisor, LLC, a Delaware limited liability company (the “Advisor”).

COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT IN RESPECT OF CONTRACTS, LICENSES AND PERMITS
Collateral Assignment and Security Agreement • July 8th, 2011 • Strategic Storage Trust, Inc. • Real estate investment trusts • New York
ASSET PURCHASE AGREEMENT (Non-Traded REIT Platform)
Asset Purchase Agreement • June 15th, 2015 • SmartStop Self Storage, Inc. • Real estate investment trusts • Delaware

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of the 15th day of June, 2015, is entered into by and between SMARTSTOP SELF STORAGE, INC., a Maryland corporation (“SmartStop”), SMARTSTOP SELF STORAGE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”), STRATEGIC STORAGE PROPERTY MANAGEMENT, LLC, a Delaware limited liability company (“SSPM”), and SMARTSTOP SELF STORAGE TRS, INC. (the “TRS”) (each of SmartStop, the Operating Partnership, SSPM and the TRS, a “Seller” and collectively, “Sellers”), and STRATEGIC 1031, LLC, a Delaware limited liability company (“Buyer”).

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 13th, 2008 • Strategic Storage Trust, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (herein called this "Amendment") is made and entered into as of the 13th day of November, 2008, by and between Garrard Street Enterprises LLC, a Kentucky limited liability company ("Garrard") and Crescent Springs Storage, LLC, a Kentucky limited liability company ("Crescent", and together with Garrard, herein collectively called "Seller"), and U.S. Commercial LLC, a Virginia limited liability company ("Purchaser").

LOAN AGREEMENT
Loan Agreement • June 14th, 2011 • Strategic Storage Trust, Inc. • Real estate investment trusts • Georgia

THIS LOAN AGREEMENT (the “Agreement”) is made as of this 10 day of June, 2011, by and between ING LIFE INSURANCE AND ANNUITY COMPANY, a Connecticut corporation (together with its successors and assigns, “Lender”), at the office of the Lender, c/o ING Investment Management LLC, 5780 Powers Ferry Road, NW, Suite 300, Atlanta, Georgia 30327-4349, or at such other place as Lender may from time to time designate in writing, SSTI 75 BROOKLINE Rd, LLC, a Delaware limited liability company, SSTI 4257 BUFORD DR, LLC, a Delaware limited liability company, SSTI 99 2ND AVE, LLC, a Delaware limited liability company, SSTI 5484 FLAKES MILL RD, LLC, a Delaware limited liability company, SSTI 5219 PLANK RD, LLC, a Delaware limited liability company, SSTI 201 FULTON CT, LLC, a Delaware limited liability company, SSTI 8337 TARA BLVD, LLC, a Delaware limited liability company, SSTI 2619 AUSTELL RD, LLC, a Delaware limited liability company, SSTI 520 W WILLIAMSBURG RD, LLC, a Delaware limited liability co

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 1st, 2009 • Strategic Storage Trust, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (herein called this "Second Amendment") is made and entered into to be effective as of the 13th day of March, 2009, by and between Advent Development Company, LLC, an Alabama limited liability company (herein called "Seller"), and U.S. Commercial LLC, a Virginia limited liability company (herein called "Purchaser").

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 25th, 2012 • Strategic Storage Trust, Inc. • Real estate investment trusts • Florida

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed by and between those various entities listed on Schedule “D” attached hereto and made a part hereof by reference (collectively the “Seller”), and SSTI Acquisitions, LLC, a Delaware limited liability company (“Purchaser”).

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP, L.P.
Limited Partnership Agreement • March 31st, 2014 • Strategic Storage Trust, Inc. • Real estate investment trusts • Delaware

Strategic Storage Operating Partnership, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 14, 2007. The First Amended and Restated Limited Partnership Agreement was entered into effective as of March 17, 2008. This Second Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of March 28, 2014 among Strategic Storage Trust, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner, the Special Limited Partners and the Limited Partners set forth on Exhibit A hereto, and such additional Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

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