CUBESMART Form of AMENDMENT NO. 2 TO EQUITY DISTRIBUTION AGREEMENT

Exhibit 1.1

CUBESMART

Form of AMENDMENT NO. 2

TO

EQUITY DISTRIBUTION AGREEMENT

October 2, 2014

[Manager]

[Manager Address]

[Manager Address]

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement, dated May 7, 2013, as amended by Amendment No. 1 to Equity Distribution Agreement, dated May 5, 2014 (as amended, the “Equity Distribution Agreement”), among [Manager] (the “Manager”) and CubeSmart, a Maryland real estate investment trust (the “Company”), and CubeSmart, L.P., a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Transaction Entities”), pursuant to which the Company agreed to sell through the Manager, acting as agent and/or principal, up to 20,000,000 shares of the Company’s common shares of beneficial interest, par value $0.01 per share.  All capitalized terms used in this Amendment No. 2 to the Equity Distribution Agreement among the Manager and the Transaction Entities (this “Amendment”) and not otherwise defined shall have the respective meanings assigned to them in the Equity Distribution Agreement.  The Manager and the Transaction Entities agree as follows:

A. Amendments to Equity Distribution Agreement.  The Equity Distribution Agreement is further amended as follows:

1. The first sentence of the first paragraph of Section 1 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

“The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [Manager], acting as agent and/or principal, up to 30,000,000 shares (the “Maximum Amount”) of the Company’s common shares of beneficial interest, par value $0.01 per share (the “Shares”).”

2. The last sentence of Section 1 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

“The Transaction Entities have also entered into separate equity distribution agreements, dated as of May 7, 2013, as amended by Amendment No. 1 to such agreements, dated as of May 5, 2014, and as further amended by Amendment No. 2 to such agreements, dated as of even date herewith (as amended, the “Alternative Distribution Agreements”), with each of [Xxxxx Fargo Securities, LLC], [BMO Capital Markets Corp.], [Xxxxxxxxx LLC], [Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated] and [RBC Capital Markets, LLC] (the “Alternative Managers”).”

3. The first sentence of the Form of Placement Notice attached as Schedule 1 to the Equity Distribution Agreement shall be amended to add “, as amended on May 5, 2014, and as further amended on October 2, 2014” immediately before “(the “Agreement”)”.

4. Schedule 4 to the Equity Distribution Agreement shall be replaced in its entirety with the schedule set forth as Exhibit A hereto.

5. The first sentence of the Form of Officer Certificate attached as Exhibit 7(n) to the Equity Distribution Agreement is amended to add “, as amended on May 5, 2014, and as further amended on October 2, 2014” immediately before “(the “Sales Agreement”)”.

B. Prospectus Supplement.  The Company agrees to file a 424(b) Prospectus Supplement reflecting this Amendment within 2 business days of the date hereof.

C. No Other Amendments.  Except as set forth in Part A above, all the terms and provisions of the Equity Distribution Agreement shall continue in full force and effect.

D. Counterparts.  This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.

[Remainder of page intentionally left blank]

2

If the foregoing correctly sets forth the understanding among the parties hereto, please so indicate in the space provided below for that purpose, whereupon this Amendment No. 2 to Equity Distribution Agreement shall constitute a binding agreement among the parties hereto.

	Very truly yours,
	CUBESMART
	By:
		Name: Xxxxxxx X. Xxxxxx
		Title: Chief Financial Officer
	CUBESMART, L.P.
	By:	CubeSmart, its general partner
	By:
		Name: Xxxxxxx X. Xxxxxx
		Title: Chief Financial Officer

ACCEPTED as of the date first-above written:

[Manager]

By:

Name:

Title:

4

EXHIBIT A

SCHEDULE OF SUBSIDIARIES

Entity Name

000 XXXXXXX XXX, LLC

0000 XXXXXXXXX XXX, LLC

000 XXXXXXX XXX, XXX

0 Xxx Xxxxxxxxx Associates, LLC

CONSHOHOCKEN XX XX, LLC

CS SNL AVE M, LLC

CS SNL NEW YORK AVE, LLC

CS SNL OPERATING COMPANY, LLC

CS VENTURE I, LLC

CUBE HHF Limited Partnership

CUBE HHF TRS, LLC

CUBE VENTURE GP, LLC

CubeSmart

CubeSmart Alexandria, LLC

CubeSmart Xxxxx, LLC

CubeSmart Asset Management, LLC

CUBESMART BARTOW, LLC

CUBESMART BOSTON ROAD, LLC

CUBESMART CLINTON, LLC

CUBESMART CYPRESS, LLC

CUBESMART EAST 135TH, LLC

CUBESMART LEESBURG, LLC

CubeSmart Management, LLC

CUBESMART NEW XXXXXXXX, LLC

CUBESMART PINE LAKES, LLC

CUBESMART SOUTHERN BLVD, LLC

CUBESMART TEMPLE HILLS, LLC

CUBESMART TIMONIUM BORROWER, LLC

CubeSmart Timonium, LLC

CubeSmart TRS, Inc.

CUBESMART WILTON, LLC

CubeSmart, L.P.

EAST COAST GP, LLC

EAST COAST STORAGE PARTNERS, L.P.

FREEHOLD MT, LLC

LANGHORNE XX XX, LLC

Lantana Property Owner’s Association, Inc.

MONTGOMERYVILLE XX XX, LLC

Old Lancaster Venture, L.P.

R STREET STORAGE ASSOCIATES LLC

SHIRLINGTON RD, LLC

SOMERSET MT, LLC

STORAGE PARTNERS OF CONSHOHOCKEN, L.P.

Storage Partners of Freehold II, LLC

Storage Partners of Langhorne II, LP

STORAGE PARTNERS OF MONTGOMERYVILLE, L.P.

STORAGE PARTNERS OF SOMERSET, LLC

STORAGE PARTNERS OF WEST HEMPSTEAD II, LLC

UNITED-HSRE I, L.P.

USI Overseas Development Holding, LLC

USI Overseas Development LLC

USIFB LLP

USIFB LP

USIFB Property Investment No. 1 Limited

USIFB Property Investment No. 2 Limited

USIFB Storage Company Limited

U-Store-It Development LLC

U-Store-It Trust Luxembourg S.ar.l.

Wider Reach, LLC

YASKY LLC

YSI Xxxxx Lake, LLC

YSI XXXX TRS, INC

YSI I LLC

YSI II LLC

YSI IX LP LLC

YSI VENTURE GP LLC

YSI VENTURE LP LLC

YSI X GP LLC

YSI X LP

YSI X LP LLC

YSI XV LLC

YSI XX GP LLC

YSI XX LP

YSI XX LP LLC

YSI XXX LLC

YSI XXXI, LLC

YSI XXXII, LLC

YSI XXXIII, LLC

YSI XXXIIIA, LLC

YSI XXXV, LLC

YSI XXXVII, LLC

YSI-Xxxx Limited Partnership