CUBESMART Form of AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

Exhibit 1.1

CUBESMART

Form of AMENDMENT NO. 1

TO

EQUITY DISTRIBUTION AGREEMENT

May 5, 2014

[Manager]
[Manager Addres]
[Manager Address]

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement, dated May 7, 2013 (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 12,000,000 shares of the Company’s common shares of beneficial interest, par value $0.01 per share.  All capitalized terms used in this Amendment No. 1 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 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 20,000,000 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 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 last sentence of the paragraph in Section 6(b) of the Equity Distribution Agreement is hereby deleted and replaced with the following:

“The Registration Statement became effective upon filing with the Commission.”

4. In Section 12 of the Equity Distribution Agreement, the reference to “CubeSmart, 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx 0000, Xxxxx, XX 00000” shall be replaced with “CubeSmart, 0 Xxx Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000”.

5. 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” immediately before “(the “Agreement”)”.

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

7. 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” immediately before “(the “Sales Agreement”)”.

B. New Registration Statement Covered by Equity Distribution Agreement.  The parties to this Amendment hereby agree that the Registration Statement on Form S-3 (File No. 333-194661) filed with the Commission by the Transaction Entities on March 18, 2014 shall constitute a “new registration statement” for purposes of the third paragraph of Section 1 of the Equity Distribution Agreement. The parties to this Amendment further agree that from and after the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement, all references to “Registration Statement” included in the Equity Distribution Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in the Equity Distribution Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in such new registration statement at the time of the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement. For the avoidance of confusion, all references to “Registration Statement” included in the Equity Distribution Agreement relating to the offer and sale of any Shares or such other relevant action that occurred prior to the date of this Amendment shall be deemed to refer to the Company’s registration statement on Form S-3 (File No. 333-176885), including a base prospectus, relating to certain securities, including the Shares, including all documents incorporated by reference therein.

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

D. 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.

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E. 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]

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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. 1 to Equity Distribution Agreement shall constitute a binding agreement among the parties hereto.

	Very truly yours,
	CUBESMART
	By:
		Name:
		Title:
	CUBESMART, L.P.
	By:	CubeSmart, its general partner
	By:
		Name:
		Title:

ACCEPTED as of the date first-above

written:

[Manager]

By:

Name:

Title:

5

EXHIBIT A

SCHEDULE OF SUBSIDIARIES

Entity Name		Domestic Jurisdiction
000 XXXXXXX XXX, LLC		Delaware
000 XXXXXXX XXX, LLC		Delaware
5 Old Lancaster Associates, LLC		Pennsylvania
CONSHOHOCKEN XX XX, LLC		Delaware
CS SNL NEW YORK AVE, LLC		Delaware
CS SNL OPERATING COMPANY, LLC		Delaware
CS VENTURE I, LLC		Delaware
CUBE HHF Limited Partnership		Delaware
CUBE HHF TRS, LLC		Delaware
CUBE VENTURE GP, LLC		Delaware
CubeSmart		Maryland
CubeSmart Alexandria, LLC		Delaware
CubeSmart Xxxxx, LLC		Delaware
CubeSmart Asset Management, LLC		Delaware
CUBESMART BARTOW, LLC		Delaware
CUBESMART BOSTON ROAD, LLC		Delaware
CUBESMART CLINTON, LLC		Delaware
CUBESMART CYPRESS, LLC		Delaware
CUBESMART EAST 135TH, LLC		Delaware
CUBESMART LEESBURG, LLC		Delaware
CubeSmart Management, LLC		Delaware

CUBESMART NEW XXXXXXXX, LLC		Delaware
CUBESMART PINE LAKES, LLC		Delaware
CUBESMART SOUTHERN BLVD, LLC		Delaware
CUBESMART TEMPLE HILLS, LLC		Delaware
CUBESMART TIMONIUM BORROWER, LLC		Delaware
CubeSmart Timonium, LLC		Delaware
CubeSmart TRS, Inc.		Ohio
CUBESMART WILTON, LLC		Delaware
CubeSmart, L.P.		Delaware
EAST COAST GP, LLC		Delaware
EAST COAST STORAGE PARTNERS, L.P.		Delaware
FREEHOLD MT, LLC		Delaware
LANGHORNE XX XX, LLC		Delaware
Lantana Property Owner’s Association, Inc.		Florida
MONTGOMERYVILLE XX XX, LLC		Delaware
Old Lancaster Venture, L.P.		Pennsylvania
R STREET STORAGE ASSOCIATES LLC		Maryland
SHIRLINGTON RD, LLC		Delaware
SOMERSET MT, LLC		Delaware
STORAGE PARTNERS OF CONSHOHOCKEN, L.P.		Delaware
STORAGE PARTNERS OF FAIRFAX II, LLC		Delaware
Storage Partners of Freehold II, LLC		Delaware
Storage Partners of Langhorne II, LP		Delaware

STORAGE PARTNERS OF MONTGOMERYVILLE, L.P.		Delaware
STORAGE PARTNERS OF SOMERSET, LLC		Delaware
STORAGE PARTNERS OF VIENNA II, LLC		Delaware
STORAGE PARTNERS OF WEST HEMPSTEAD II, LLC		Delaware
UNITED-HSRE I, L.P.		Delaware
USI II, LLC		Delaware
USI Overseas Development Holding, LLC		Delaware
USI Overseas Development LLC		Delaware
USIFB LLP		London
USIFB LP		London
USIFB Property Investment No. 1 Limited		London
USIFB Property Investment No. 2 Limited		London
USIFB Storage Company Limited		London
U-Store-It Development LLC		Delaware
U-Store-It Trust Luxembourg S.ar.l.		Luxembourg
Wider Reach, LLC		Delaware
YASKY LLC		Delaware
YSI Xxxxx Lake, LLC		Delaware
YSI XXXX TRS, INC		Delaware
YSI I LLC		Delaware
YSI II LLC		Delaware
YSI IV LLC		Delaware
YSI IX LP		Delaware

YSI IX LP LLC		Delaware
YSI VENTURE GP LLC		Delaware
YSI VENTURE LP LLC		Delaware
YSI VI LLC		Delaware
YSI VIII LP		Delaware
YSI VIII LP LLC		Delaware
YSI X GP LLC		Delaware
YSI X LP		Delaware
YSI X LP LLC		Delaware
YSI XV LLC		Delaware
YSI XVII LP		Delaware
YSI XX GP LLC		Delaware
YSI XX LP		Delaware
YSI XX LP LLC		Delaware
YSI XXVII GP LLC		Delaware
YSI XXVII LP		Delaware
YSI XXVII LP LLC		Delaware
YSI XXX LLC		Delaware
YSI XXXI, LLC		Delaware
YSI XXXII, LLC		Delaware
YSI XXXIII, LLC		Delaware
YSI XXXIIIA, LLC		Delaware
YSI XXXV, LLC		Delaware
YSI XXXVII, LLC		Delaware

YSI XXXXI, LLC		Delaware
YSI XXXXVII, LLC		Delaware
YSI-Xxxx Limited Partnership		Delaware