AGREEMENT AND PLAN OF MERGER by and among STRATEGIC STORAGE TRUST II, INC., STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P., SST II GROWTH ACQUISITION, LLC, STRATEGIC STORAGE GROWTH TRUST, INC., and Dated as of October 1, 2018

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among

STRATEGIC STORAGE TRUST II, INC.,

STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P.,

SST II GROWTH ACQUISITION, LLC,

STRATEGIC STORAGE GROWTH TRUST, INC.,

and

SS GROWTH OPERATING PARTNERSHIP, L.P.

Dated as of October 1, 2018

TABLE OF CONTENTS


Article I. DEFINITIONS			2

Section 1.1 Definitions			2

Section 1.2 Interpretation and Rules of Construction			10

Article II. THE MERGERS			11

Section 2.1 The Mergers; Other Transactions			11

Section 2.2 Closing			11

Section 2.3 Effective Times.			12

Section 2.4 Organizational Documents of the Surviving Entity and the Surviving Partnership			12

Section 2.5 Management of the Surviving Entity			12

Section 2.6 Tax Treatment of Mergers			12

Section 2.7 Subsequent Actions			13

Article III. EFFECTS OF THE MERGERS			13

Section 3.1 Effects of the Mergers			13

Section 3.2 Paying Agent; Exchange Fund			15

Section 3.3 Exchange Procedures			15

Section 3.4 Withholding Rights			16

Section 3.5 SSGT Restricted Shares			17

Section 3.6 Lost Certificates			17

Section 3.7 Dissenters Rights			17

Section 3.8 General Effects of the Mergers			17

Article IV. REPRESENTATIONS AND WARRANTIES OF THE SSGT PARTIES			17

Section 4.1 Organization and Qualification; Subsidiaries			18

Section 4.2 Authority; Approval Required			18

Section 4.3 No Conflict; Required Filings and Consents			19

Section 4.4 Capital Structure			20

Section 4.5 SEC Documents; Financial Statements; Xxxxxxxx-Xxxxx Act; Internal Controls; Off Balance Sheet Arrangements; Investment Company Act; Anti- Corruption Laws			21

Section 4.6 Absence of Certain Changes or Events			23

Section 4.7 No Undisclosed Liabilities			23

Section 4.8 Permits; Compliance with Law			23

Section 4.9 Litigation			23

Section 4.10 Properties			24

Section 4.11 Environmental Matters			24

Section 4.12 Material Contracts			24

Section 4.13 Taxes			26



Section 4.14 Intellectual Property			28

Section 4.15 Insurance			29

Section 4.16 Benefit Plans			29

Section 4.17 Related Party Transactions			30

Section 4.18 Brokers			30

Section 4.19 Opinion of Financial Advisor			30

Section 4.20 Takeover Statutes			30

Section 4.21 Information Supplied			30

Section 4.22 No Other Representations and Warranties			31

Article V. REPRESENTATIONS AND WARRANTIES OF THE SST II PARTIES			31

Section 5.1 Organization and Qualification; Subsidiaries			31

Section 5.2 Authority			32

Section 5.3 No Conflict; Required Filings and Consents			32

Section 5.4 Solvency			33

Section 5.5 Sufficient Funds			33

Section 5.6 Litigation			34

Section 5.7 Ownership of SSGT Common Stock			34

Section 5.8 Information Supplied			34

Section 5.9 No Other Representations and Warranties.			34

Article VI. COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGERS			34

Section 6.1 Conduct of Business by SSGT			34

Section 6.2 Conduct of Business by SST II			38

Section 6.3 No Control of SSGT Business			38

Article VII. ADDITIONAL COVENANTS			39

Section 7.1 Preparation of the Proxy Statement; Stockholder Approval			39

Section 7.2 Access to Information; Confidentiality			40

Section 7.3 No Solicitation of Transactions			41

Section 7.4 Public Announcements			44

Section 7.5 Appropriate Action; Consents; Filings			44

Section 7.6 Notification of Certain Matters; Transaction Litigation			45

Section 7.7 Indemnification; Directors’ and Officers’ Insurance			46

Section 7.8 Dividends			48

Section 7.9 Takeover Statutes			48

Section 7.10 Obligations of the Parties			48

Section 7.11 Certain Transactions			48



Section 7.12 Tax Matters			48

Article VIII. CONDITIONS			49

Section 8.1 Conditions to Each Party’s Obligation to Effect the Mergers			49

Section 8.2 Additional Conditions to Obligations of the SSGT Parties			49

Section 8.3 Additional Conditions to Obligations of the SST II Parties			49

Section 8.4 No Financing Condition			50

Article IX. TERMINATION, FEES AND EXPENSES, AMENDMENT AND WAIVER			51

Section 9.1 Termination			51

Section 9.2 Effect of Termination			53

Section 9.3 Fees and Expenses			53

Section 9.4 Amendment			55

Article X. GENERAL PROVISIONS			56

Section 10.1 Nonsurvival of Representations and Warranties and Certain Covenants			56

Section 10.2 Notices			56

Section 10.3 Severability			57

Section 10.4 Counterparts			57

Section 10.5 Entire Agreement; No Third-Party Beneficiaries			57

Section 10.6 Extension; Waiver			57

Section 10.7 Governing Law; Jurisdiction; Venue			58

Section 10.8 Assignment			58

Section 10.9 Specific Performance			58

Section 10.10 Waiver of Jury Trial			58

Section 10.11 Authorship			59

Exhibit A – Form of REIT Opinion

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of October 1, 2018 (this “Agreement”), is among STRATEGIC STORAGE TRUST II, INC., a Maryland corporation (“SST II”), STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership and the operating partnership of SST II (“SST II Operating Partnership”), SST II GROWTH ACQUISITION, LLC, a Maryland limited liability company and a wholly owned subsidiary of SST II (“Merger Sub”), STRATEGIC STORAGE GROWTH TRUST, INC., a Maryland corporation (“SSGT”), and SS GROWTH OPERATING PARTNERSHIP, L.P., a Delaware limited partnership and the operating partnership of SSGT (“SSGT Operating Partnership”). Each of SST II, SST II Operating Partnership, Merger Sub, SSGT, and SSGT Operating Partnership is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article I.

WHEREAS, SSGT (i) is a Maryland corporation operating as a real estate investment trust for U.S. federal income tax purposes, (ii) holds interests in properties through SSGT Operating Partnership and (iii) is the sole general partner of SSGT Operating Partnership;

WHEREAS, SST II (i) is a Maryland corporation operating as a real estate investment trust for U.S. federal income tax purposes, (ii) holds interests in properties through SST II Operating Partnership and (iii) is the sole general partner of SST II Operating Partnership;

WHEREAS, the Parties wish to effect a business combination transaction in which (i) SSGT will be merged with and into Merger Sub, with Merger Sub being the surviving company (the “REIT Merger”), and each share of the Class A common stock, $0.001 par value per share, of SSGT (the “SSGT Class A Common Stock”), and each share of the Class T common stock, $0.001 par value per share, of SSGT (the “SSGT Class T Common Stock”, and, together with the SSGT Class A Common Stock, the “SSGT Common Stock”), issued and outstanding immediately prior to the REIT Merger Effective Time (as defined herein) will be converted into the right to receive the REIT Merger Consideration (as defined herein), upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Maryland General Corporation Law (the “MGCL”) and the Maryland Limited Liability Company Act (the “MLLCA”); and (ii) SSGT Operating Partnership will be merged with SST II Operating Partnership, with SST II Operating Partnership being the surviving entity (the “Partnership Merger” and, together with the REIT Merger, the “Mergers”), and each SSGT OP Unit (as defined herein) issued and outstanding immediately prior to the Partnership Merger Effective Time (as defined herein) will be converted into the right to receive the Partnership Merger Consideration (as defined herein), upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”);

WHEREAS, on the recommendation of the special committee (the “SSGT Special Committee”) of the Board of Directors of SSGT (the “SSGT Board”), the SSGT Board has (i) determined that this Agreement, the Mergers and the other transactions contemplated by this Agreement are advisable and in the best interests of SSGT and its stockholders, (ii) authorized and approved this Agreement, the Mergers and the other transactions contemplated by this Agreement, (iii) directed that the REIT Merger be submitted for consideration at the Stockholders Meeting and (iv) recommended the approval of the REIT Merger by the SSGT stockholders;

WHEREAS, SSGT, as the sole general partner of SSGT Operating Partnership, has approved this Agreement, the Partnership Merger and the other transactions contemplated by this Agreement and determined that this Agreement, the Partnership Merger and the other transactions contemplated by this Agreement are advisable, and SSGT has determined that the Partnership Merger and the other transactions contemplated by this Agreement are in the best interests of the holders of SSGT OP Units;

WHEREAS, on the recommendation of the special committee (the “SST II Special Committee”) of the Board of Directors of SST II (the “SST II Board”), the SST II Board has (i) determined that this Agreement, the

Mergers and the other transactions contemplated by this Agreement are advisable and in the best interests of SST II and its stockholders and (ii) authorized and approved this Agreement, the Mergers and the other transactions contemplated by this Agreement;

WHEREAS, SST II, in its capacity as the sole member of Merger Sub, has taken all actions required for the execution of this Agreement by Merger Sub and to adopt and approve this Agreement and to approve the consummation by Merger Sub of the REIT Merger and the other transactions contemplated by this Agreement;

WHEREAS, SST II, as the sole general partner of SST II Operating Partnership, has approved this Agreement, the Partnership Merger and the other transactions contemplated by this Agreement and determined that this Agreement, the Partnership Merger and the other transactions contemplated by this Agreement are advisable, and SST II has determined that the Partnership Merger and the other transactions contemplated by this Agreement are in the best interests of the holders of SST II OP Units;

WHEREAS, each of the Parties desire to make certain representations, warranties, covenants and agreements in connection with the Mergers, and to prescribe various conditions to the Mergers.

NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1 Definitions.

(a) For purposes of this Agreement:

“Acceptable Confidentiality Agreement” means a confidentiality agreement that contains confidentiality provisions that are no less favorable in the aggregate to SSGT than those contained in the Confidentiality Agreement; provided, that any such confidentiality agreement shall permit compliance with Section 7.3 of this Agreement and shall exclude from any standstill or similar provision the ability to make an Acquisition Proposal.

“Action” means any claim, action, cause of action, suit, litigation, proceeding, arbitration, mediation, interference, audit, assessment, hearing, or other legal proceeding (whether sounding in contract, tort or otherwise, whether civil or criminal and whether brought, conducted, tried or heard by or before any Governmental Authority).

“Affiliate” of a specified Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Anti-Corruption Laws” means (i) the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, and (ii) any applicable anti-bribery, anti-corruption or similar Law of any other jurisdiction.

“Benefit Plan” means any “employee benefit plan” (within the meaning of Section 3(3) of ERISA) and any employment, consulting, termination, severance, change in control, separation, retention, equity option, equity appreciation rights, restricted equity, phantom equity, equity based compensation, profits interest, deferred compensation, bonus, incentive compensation, fringe benefit, health, medical, dental, disability, accident, life insurance, welfare benefit, cafeteria, vacation, paid time off, perquisite, retirement, pension, or savings or any other compensation or employee benefit plan, agreement, program, policy, practice, understanding or other arrangement, whether written or oral, and whether or not subject to ERISA.

“Book-Entry Share” means, with respect to any Party, a book-entry share registered in the transfer books of such Party.

“Business Day” means any day other than a Saturday, Sunday or any day on which banks located in New York, New York are authorized or required to be closed.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Confidentiality Agreement” means that certain Exclusivity and Non-Disclosure Agreement between SSGT and SST II dated August 8, 2018.

“Contract” means any written or oral contract, agreement, indenture, note, bond, instrument, lease, conditional sales contract, mortgage, license, guaranty, binding commitment or other agreement.

“Environmental Law” means any Law (including common law) relating to the prevention of pollution, protection of the environment (including air, surface water, groundwater, land surface or subsurface land and natural resources), remediation of contamination, restoration of environmental quality or occupational health or workplace safety, including Laws relating to the use, handling, presence, transportation, treatment, storage, disposal, release or discharge of Hazardous Substances.

“Environmental Permit” means any Permit required under any applicable Environmental Law.

“ERISA Affiliate” means, with respect to an entity (the “Referenced Entity”), any other entity, which, together with the Referenced Entity, would be treated as a single employer under Code Section 414 or ERISA Section 4001.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Ratio” means 1.127, as such number may be adjusted in accordance with Section 3.1(c).

“Expenses” means all costs, fees and expenses (including all reasonable fees and expenses of counsel, accountants, investment bankers, experts and consultants to a Party and its Affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the other agreements and documents contemplated hereby, the preparation, printing, filing and mailing of the Proxy Statement, the solicitation of stockholder approval, engaging the services of the Paying Agent, obtaining any third party consents, making any other filings with the SEC and all other matters related to the closing of the Mergers and the other transactions contemplated by this Agreement.

“Expense Reimbursement Payment” means payment in an amount equal to the documented Expenses of the Party that is entitled to receive such payment pursuant to Section 9.3 of this Agreement; provided, that such payment shall not exceed $2,000,000.

“Fundamental Representations” means the representations and warranties contained in Section 4.1 (Organization and Qualification; Subsidiaries), Section 4.2 (Authority; Approval Required), Section 4.4 (Capital Structure), Section 4.5(f) (Investment Company Act), Section 5.1 (Organization and Qualification; Subsidiaries), Section 5.2 (Authority), Section 5.4 (Solvency) and Section 5.5 (Sufficient Funds).

“GAAP” means the United States generally accepted accounting principles.

“Governmental Authority” means the United States (federal, state or local) government or any foreign government, or any other governmental or quasi-governmental regulatory, judicial or administrative authority, instrumentality, board, bureau, agency, commission, self-regulatory organization, arbitration panel or similar entity.

“Go Shop Termination Payment” means an amount equal to $2,900,000.

“Hazardous Substances” means (i) those substances, materials or wastes listed in, defined in, subject to, classified by or regulated under any Environmental Law, including the following federal statutes and their state counterparts, as each may be amended from time to time, and all regulations thereunder: the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances Control Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act and the Clean Air Act; (ii) petroleum and petroleum products, including crude oil and any fractions thereof; and (iii) polychlorinated biphenyls, mold, methane, asbestos and radon.

“HSR Act” means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness” means, with respect to any Person and without duplication, (i) the principal of and premium (if any) of all indebtedness, notes payable, accrued interest payable or other obligations for borrowed money, whether secured or unsecured, (ii) all obligations under conditional sale or other title retention agreements, or incurred as financing, in either case with respect to property acquired by such Person, (iii) all obligations issued, undertaken or assumed as the deferred purchase price for any property or assets, (iv) all obligations under capital leases, (v) all obligations in respect of bankers acceptances or letters of credit, (vi) all obligations under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof), (vii) any guarantee of any of the foregoing, whether or not evidenced by a note, mortgage, bond, indenture or similar instrument and (viii) any agreement to provide any of the foregoing.

“Intellectual Property” means all United States and foreign (i) patents, patent applications, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof, (ii) trademarks, service marks, trade dress, logos, trade names, corporate names, Internet domain names, design rights and other source identifiers, together with the goodwill symbolized by any of the foregoing, (iii) registered and unregistered copyrights and rights in copyrightable works, (iv) rights in confidential and proprietary information, including trade secrets, know-how, ideas, formulae, invention disclosure, models, algorithms and methodologies, (v) all rights in the foregoing and in other similar intangible assets, and (vi) all applications and registrations for the foregoing.

“Intervening Event” means a change in circumstances or development that materially affects the business, assets or operations of SSGT and the SSGT Subsidiaries, taken as a whole, that was not known to or reasonably foreseeable by the SSGT Board prior to the execution of this Agreement, which change in circumstances or development becomes known to the SSGT Board prior to the REIT Merger Effective Time; provided, however, that in no event shall the (i) terms of any potential sale transaction relating in any way to the San Antonio Property, or (ii) receipt, existence or terms of an Acquisition Proposal or any matter relating thereto or consequence thereof constitute an Intervening Event.

“Investment Company Act” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

“IRS” means the United States Internal Revenue Service or any successor agency.

“Knowledge” means (i) with respect to any SST II Party, the actual knowledge, after reasonable investigation, of the persons named in Schedule A to the SST II Disclosure Letter and (ii) with respect to any SSGT Party, the actual knowledge, after reasonable investigation, of the persons named in Schedule A to the SSGT Disclosure Letter.

“Law” means any and all domestic (federal, state or local) or foreign laws, rules, regulations and Orders promulgated by any Governmental Authority.

“Lien” means with respect to any asset (including any security), any mortgage, deed of trust, claim, condition, covenant, lien, pledge, charge, security interest, preferential arrangement, option or other third party right (including right of first refusal or first offer), restriction, right of way, easement, or title defect or encumbrance of any kind in respect of such asset, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership; other than transfer restrictions arising under applicable securities Laws.

“Merger Consideration” means the REIT Merger Consideration and the Partnership Merger Consideration.

“Merger Sub Governing Documents” means the articles of organization and limited liability company operating agreement of Merger Sub, as in effect on the date hereof.

“Non-Tax Contract” means any Contract entered into in the ordinary course of business not dealing principally with the sharing, allocation or indemnification of Taxes and in which the provisions dealing with Taxes are of a type typically included in such Contracts (such as acquisition agreements, employment agreements, leases and loan agreements).

“Order” means a judgment, injunction, order or decree of any Governmental Authority.

“Partnership Merger Consideration” means, in respect of each SSGT OP Unit (which excludes the SSGT Special Limited Partner Interest), a number of Surviving Partnership OP Units equal to the Exchange Ratio.

“Per Share Price” means $12.00 per share, as such amount may be adjusted in accordance with Section 3.1(c).

“Permitted Liens” means any of the following: (i) Liens for Taxes or governmental assessments, charges or claims of payment not yet delinquent, being contested in good faith or for which adequate accruals or reserves have been established; (ii) Liens that are carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Liens arising in the ordinary course of business; (iii) with respect to any real property, Liens that are zoning regulations, entitlements or other land use or environmental regulations by any Governmental Authority; (iv) Liens that are disclosed in Section 1.1(a) of the SSGT Disclosure Letter; (v) Liens that are disclosed on the consolidated balance sheet of SSGT dated December 31, 2017, or notes thereto (or securing liabilities reflected on such balance sheet); (vi) Liens arising pursuant to any Material Contracts; (vii) Liens that are recorded in a public record or disclosed on existing title policies; or (viii) Liens that were incurred in the ordinary course of business since December 31, 2017 and that do not materially interfere with the use, operation or transfer of, or any of the benefits of ownership of, the property of SSGT and the SSGT Subsidiaries, taken as a whole.

“Person” or “person” means an individual, corporation, partnership, limited partnership, limited liability company, group (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or other entity or organization (including any Governmental Authority or a political subdivision, agency or instrumentality of a Governmental Authority).

“Proxy Statement” means the proxy statement relating to the Stockholders Meeting, together with any amendments or supplements thereto.

“REIT Merger Consideration” means an amount in cash equal to the Per Share Price, without interest.

“Representative” means, with respect to any Person, such Person’s directors, officers, employees, advisors (including attorneys, accountants, consultants, investment bankers, and financial advisors), agents and other representatives.

“San Antonio Property” means that certain self-storage facility and industrial warehouse/office space owned by SSGT located at 000 Xxxx Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxx.

“SEC” means the U.S. Securities and Exchange Commission (including the staff thereof).

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“SSGT Advisor” means SS Growth Advisor, LLC, a Delaware limited liability company.

“SSGT Advisory Agreement” means that certain Second Amended and Restated Advisory Agreement, dated as of January 20, 2015, among SSGT Advisor, SSGT and SSGT Operating Partnership.

“SSGT Bylaws” means the Bylaws of SSGT, as amended and in effect on the date hereof.

“SSGT Charter” means the Second Articles of Amendment and Restatement of SSGT, as amended and/or supplemented and in effect on the date hereof.

“SSGT DRIP” means the distribution reinvestment plan of SSGT, as amended and in effect on the date hereof.

“SSGT Equity Incentive Plan” means SSGT’s Employee and Director Long-Term Incentive Plan, effective as of January 15, 2015, as amended and in effect on the date hereof.

“SSGT Governing Documents” means the SSGT Bylaws, the SSGT Charter, the certificate of limited partnership of SSGT Operating Partnership and the SSGT Partnership Agreement.

“SSGT Management Agreements” means (i) the SSGT Advisory Agreement and (ii) each property management agreement entered into between SS Growth Property Management, LLC and any SSGT Subsidiary.

“SSGT Manager” means any Person, other than SSGT or a SSGT Subsidiary, who advises or manages SSGT or any SSGT Subsidiary, or any of the SSGT Properties, pursuant to the SSGT Management Agreements.

“SSGT Material Adverse Effect” means any event, circumstance, change, effect, development, condition or occurrence that individually or in the aggregate, (i) would have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of SSGT and the SSGT Subsidiaries, taken as a whole, or (ii) would prevent or materially impair the ability of SSGT Parties to consummate the Mergers before the Outside Date; provided, that for purposes of the foregoing clause (i), “SSGT Material Adverse Effect” shall not include any event, circumstance, change, effect, development, condition or occurrence to the extent arising out of or resulting from (A) any failure of SSGT to meet any projections or forecasts or any estimates of earnings, revenues or other metrics for any period (provided that any event, circumstance, change, effect, development, condition or occurrence giving rise to such failure may be taken into account in determining whether there has been a SSGT Material Adverse Effect), (B) any changes that affect the self-storage industry generally, (C) any changes in the United States or global economy or capital, financial or securities markets generally, including changes in interest or exchange rates, (D) any changes in the legal, regulatory or political conditions in the United States or in any other country or region of the world, (E) the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of terrorism or sabotage occurring after the date hereof, (F) the execution and delivery of this Agreement, or the public announcement of the Mergers or the other transactions contemplated by this Agreement, (G) the taking of any action expressly required by this Agreement, or the taking of any action at the written request or with the prior written consent of SST II, (H) earthquakes, hurricanes, floods or other natural disasters, (I) changes in Law or GAAP (or the interpretation thereof), or (J) any Action made or initiated by any holder of SSGT Common Stock, including any derivative

claims, arising out of or relating to this Agreement or the transactions contemplated by this Agreement, which in the case of each of clauses (B), (C), (D), (E), (H) and (I) do not disproportionately affect SSGT and the SSGT Subsidiaries, taken as a whole, relative to others in the self-storage industry in the geographic regions in which SSGT and the SSGT Subsidiaries operate.

“SSGT OP Units” means the units of partnership interest in SSGT Operating Partnership (excluding the SSGT Special Limited Partner Interest).

“SSGT Parties” means SSGT and SSGT Operating Partnership.

“SSGT Partnership Agreement” means the Second Amended and Restated Limited Partnership Agreement of SSGT Operating Partnership, dated as of July 31, 2014, as amended through the date hereof.

“SSGT Properties” means each real property owned, or leased (including ground leased) as lessee or sublessee, by SSGT or any SSGT Subsidiary as of the date of this Agreement (including all of SSGT’s or any SSGT Subsidiary’s right, title and interest in and to all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property).

“SSGT Public Offering” means the registered public offering of shares of SSGT Common Stock pursuant to a registration statement on Form S-11 (Registration No. 333-193480).

“SSGT Restricted Share” means any share of SSGT Common Stock that is subject to restrictions on transfer and/or forfeiture granted pursuant to the SSGT Equity Incentive Plan or otherwise.

“SSGT Share Redemption Program” means the share redemption program of SSGT as described in the prospectus for the SSGT Public Offering.

“SSGT Special Limited Partner Interest” has the meaning given to the term “Special Limited Partner Interest” in the SSGT Partnership Agreement.

“SSGT Subsidiary” means (a) any corporation of which more than fifty percent (50%) of the outstanding voting securities entitled to vote in the election of directors thereof is, directly or indirectly, owned by SSGT, and (b) any partnership, limited liability company, joint venture or other entity of which more than fifty percent (50%) of the total equity interest is, directly or indirectly, owned by SSGT or of which SSGT or any SSGT Subsidiary is a general partner, manager, managing member or the equivalent.

“SSGT Termination Payment” means an amount equal to $9,600,000.

“SST II Bylaws” means the Bylaws of SST II, as amended and in effect on the date hereof.

“SST II Charter” means the First Articles of Amendment and Restatement of SST II, as amended and/or supplemented and in effect on the date hereof.

“SST II Governing Documents” means the SST II Bylaws, the SST II Charter, the certificate of limited partnership of SST II Operating Partnership, and the SST II Partnership Agreement.

“SST II Material Adverse Effect” means any event, circumstance, change, effect, development, condition or occurrence that individually or in the aggregate, (i) would have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of SST II and the SST II Subsidiaries, taken as a whole, or (ii) would prevent or materially impair the ability of SST II Parties to consummate the Mergers before the Outside Date; provided, that for purposes of the foregoing clause (i), “SST II Material Adverse Effect” shall not include any event, circumstance, change, effect, development, condition or occurrence to the extent

arising out of or resulting from (A) any failure of SST II to meet any projections or forecasts or any estimates of earnings, revenues or other metrics for any period (provided that any event, circumstance, change, effect, development, condition or occurrence giving rise to such failure may be taken into account in determining whether there has been a SST II Material Adverse Effect), (B) any changes that affect the self-storage industry generally, (C) any changes in the United States or global economy or capital, financial or securities markets generally, including changes in interest or exchange rates, (D) any changes in the legal, regulatory or political conditions in the United States or in any other country or region of the world, (E) the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of terrorism or sabotage occurring after the date hereof, (F) the execution and delivery of this Agreement, or the public announcement of the Mergers or the other transactions contemplated by this Agreement, (G) the taking of any action expressly required by this Agreement, or the taking of any action at the written request or with the prior written consent of SSGT, (H) earthquakes, hurricanes, floods or other natural disasters, (I) changes in Law or GAAP (or the interpretation thereof), or (J) any Action made or initiated by any holder of SST II’s securities, including any derivative claims, arising out of or relating to this Agreement or the transactions contemplated by this Agreement, which in the case of each of clauses (B), (C), (D), (E), (H) and (I) do not disproportionately affect SST II and the SST II Subsidiaries, taken as a whole, relative to others in the self-storage industry in the geographic regions in which SST II and the SST II Subsidiaries operate.

“SST II OP Units” means the units of partnership interest in SST II Operating Partnership (other than the SST II Special Limited Partner Interest).

“SST II Parties” means SST II, Merger Sub and SST II Operating Partnership.

“SST II Partnership Agreement” means the Second Amended and Restated Limited Partnership Agreement of SST II, dated as of November 3, 2014, as amended through the date hereof.

“SST II Special Limited Partner Interest” has the meaning given to the term “Special Limited Partner Interest” in the SST II Partnership Agreement.

“SST II Subsidiary” means (a) any corporation of which more than fifty percent (50%) of the outstanding voting securities entitled to vote in the election of directors thereof is, directly or indirectly, owned by SST II, and (b) any partnership, limited liability company, joint venture or other entity of which more than fifty percent (50%) of the total equity interest is, directly or indirectly, owned by SST II or of which SST II or any SST II Subsidiary is a general partner, manager, managing member or the equivalent.

“SST II Termination Payment” means an amount equal to $9,600,000.

“Stockholder Approval” means the affirmative vote of the holders of a majority of the outstanding shares of SSGT Common Stock entitled to vote at the Stockholders Meeting on the REIT Merger.

“Stockholders Meeting” means the meeting of the holders of shares of SSGT Common Stock for the purpose of seeking the Stockholder Approval, including any postponement or adjournment thereof.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes filed or required to be filed with a Governmental Authority, including any schedule or attachment thereto, and including any amendment thereof.

“Tax” or “Taxes” means any federal, state, local and foreign income, gross receipts, capital gains, withholding, property, recording, stamp, transfer, sales, use, franchise, employment, payroll, excise, environmental and other taxes and any similar duties, assessments and governmental charges in the nature of taxes, together with penalties, interest or additions imposed with respect to such amounts by the U.S. or any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or any other basis.

“Termination Payment” means, as applicable, the Expense Reimbursement Payment, the Go Shop Termination Payment, the SSGT Termination Payment or the SST II Termination Payment payable pursuant to Section 9.3(b).

“Wholly Owned SSGT Subsidiary” means SSGT Operating Partnership and any subsidiary wholly owned, directly or indirectly, by SSGT or SSGT Operating Partnership.

“Wholly Owned SST II Subsidiary” means SST II Operating Partnership and any subsidiary wholly owned, directly or indirectly, by SST II or SST II Operating Partnership.

(b) In addition to the terms defined in Section 1.1(a), the following terms have the respective meanings set forth in the sections set forth below opposite such term:


Defined Term		Location of Definition

Acquisition Proposal		Section 7.3(g)(i)
Adverse Recommendation Change		Section 7.3(b)
Agreement		Preamble
Articles of Merger		Section 2.3(a)
Certificate		Section 3.1(a)(i)
Charter Restrictions		Section 7.9
Closing		Section 2.2
Closing Date		Section 2.2
Delaware SOS		Section 2.3(b)
DRULPA		Recitals
Enforceability Exceptions		Section 4.2(b)
Escrow Agreement		Section 9.3(f)
Exchange Fund		Section 3.2(a)
Go Shop Bidder		Section 7.3(a)
Go Shop End Time		Section 7.3(a)
Indemnified Parties		Section 7.7(b)
Interim Period		Section 6.1(a)
Letter of Transmittal		Section 3.3(a)
Merger Effective Time		Section 2.3(b)
Merger Sub		Preamble
Mergers		Recitals
MGCL		Recitals
MLLCA		Recitals
Outside Date		Section 9.1(b)(i)
Partnership Certificate of Merger		Section 2.3(b)
Partnership Merger		Recitals
Partnership Merger Effective Time		Section 2.3(b)
Party(ies)		Preamble
Paying Agent		Section 3.2(a)
Payor		Section 9.3(d)
Permits		Section 4.8(a)
Qualified REIT Subsidiary		Section 4.1(c)
Qualifying REIT Income		Section 9.3(f)(i)
Recipient		Section 9.3(c)
REIT		Section 4.13(b)
REIT Merger		Recitals
REIT Merger Effective Time		Section 2.3(a)
Xxxxxxxx-Xxxxx Act		Section 4.5(a)
SDAT		Section 2.3(a)


Defined Term		Location of Definition

SSGT		Preamble
SSGT Board		Recitals
SSGT Board Recommendation		Section 4.2(c)
SSGT Class A Common Stock		Recitals
SSGT Class T Common Stock		Recitals
SSGT Common Stock		Recitals
SSGT Disclosure Letter		Article IV
SSGT Financial Advisor		Section 4.19
SSGT Insurance Policies		Section 4.15
SSGT Material Contract		Section 4.12(b)
SSGT Notice of Intention		Section 7.3(c)(i)
SSGT Operating Partnership		Preamble
SSGT Organizational Documents		Section 7.7(b)
SSGT Permits		Section 4.8(a)
SSGT Preferred Stock		Section 4.4(a)
SSGT Related Party Agreements		Section 4.17
SSGT SEC Documents		Section 4.5(a)
SSGT Special Committee		Recitals
SSGT Subsidiary Partnership		Section 4.13(h)
SSGT Tax Protection Agreements		Section 4.13(h)
SSGT Terminating Breach		Section 9.1(d)(i)
SSGT Voting Debt		Section 4.4(d)
SST II		Preamble
SST II Board		Recitals
SST II Disclosure Letter		Article V
SST II Operating Partnership		Preamble
SST II Special Committee		Recitals
SST II Terminating Breach		Section 9.1(c)(i)
Superior Proposal		Section 7.3(g)(ii)
Surviving Entity		Section 2.1(a)
Surviving Partnership		Section 2.1(b)
Takeover Statutes		Section 4.20
Taxable REIT Subsidiary		Section 4.1(c)
Transfer Taxes		Section 7.12(b)

Section 1.2 Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(b) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limiting the generality of the foregoing” unless expressly provided otherwise;

(d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement, except to the extent otherwise specified;

(e) all references herein to “$” or dollars shall refer to United States dollars;

(f) no specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty;

(g) it is the intent of the Parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative;

(h) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase;

(i) references to a Person are also to its successors and permitted assigns;

(j) any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified;

(k) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein; and

(l) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.

ARTICLE II.

THE MERGERS

Section 2.1 The Mergers; Other Transactions.

(a) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the MGCL and MLLCA, at the REIT Merger Effective Time, SSGT shall be merged with and into Merger Sub, whereupon the separate existence of SSGT will cease, with Merger Sub surviving the REIT Merger (the “Surviving Entity”), such that following the REIT Merger, the Surviving Entity will be a wholly owned subsidiary of SST II. The REIT Merger shall have the effects set forth in the applicable provisions of the MGCL, the MLLCA and this Agreement.

(b) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance with the DRULPA, at the Partnership Merger Effective Time, SSGT Operating Partnership shall be merged with and into SST II Operating Partnership, with SST II Operating Partnership surviving the Partnership Merger (the “Surviving Partnership”). The Partnership Merger shall have the effects set forth in the applicable provisions of the DRULPA and this Agreement.

Section 2.2 Closing. The closing (the “Closing”) of the Mergers will take place (i) by electronic exchange of documents and signatures at 10:00 a.m., Eastern time, on the third (3rd) Business Day after all the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the satisfaction or valid waiver of such conditions) shall have been satisfied or validly waived by the Party entitled to the benefit of such condition (subject to applicable Law), or (ii) such other place or date as may be agreed in writing by SSGT and SST II, upon approval of the SSGT Special Committee and the SST II Special Committee, respectively. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

Section 2.3 Effective Times.

(a) On the Closing Date, SST II, SSGT and Merger Sub shall (i) cause articles of merger with respect to the REIT Merger to be duly executed and filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with the MGCL and the MLLCA (the “Articles of Merger”), and (ii) make any other filings, recordings or publications required to be made by SSGT, Merger Sub or the Surviving Entity under the MGCL or the MLLCA in connection with the REIT Merger. The REIT Merger shall become effective at the time set forth in the Articles of Merger (such date and time, the “REIT Merger Effective Time”), it being understood and agreed that the Parties shall cause the REIT Merger Effective Time to occur on the Closing Date before the Partnership Merger Effective Time.

(b) On the Closing Date, SST II Operating Partnership and SSGT Operating Partnership shall (i) cause a certificate of merger with respect to the Partnership Merger to be duly executed and filed with the office of the Delaware Secretary of State (the “Delaware SOS”) in accordance with the DRULPA (the “Partnership Certificate of Merger”) and (ii) make any other filings, recordings or publications required to be made by SST II Operating Partnership, SSGT Operating Partnership or the Surviving Partnership under the DRULPA in connection with the Partnership Merger. The Partnership Merger shall become effective at the time set forth in the Partnership Certificate of Merger (such date and time, the “Partnership Merger Effective Time” and together with the REIT Merger Effective Time, the “Merger Effective Time”), it being understood and agreed that the Parties shall cause the Partnership Merger Effective Time to occur on the Closing Date after the REIT Merger Effective Time.

Section 2.4 Organizational Documents of the Surviving Entity and the Surviving Partnership.

(a) At the REIT Merger Effective Time and by virtue of the REIT Merger, the articles of organization and operating agreement of Merger Sub, as in effect immediately prior to the REIT Merger Effective Time, shall be the articles of organization and operating agreement of the Surviving Entity, until thereafter amended in accordance with applicable Law and the applicable provisions of such articles of organization and operating agreement.

(b) At the Partnership Merger Effective Time and by virtue of the Partnership Merger, the certificate of limited partnership of SST II Operating Partnership and the SST II Partnership Agreement, as in effect immediately prior to the Partnership Merger Effective Time, shall be the certificate of limited partnership and limited partnership agreement of the Surviving Partnership, until thereafter amended in accordance with applicable Law and the applicable provisions of such certificate of limited partnership and limited partnership agreement.

Section 2.5 Management of the Surviving Entity. By virtue of the REIT Merger, the manager of Merger Sub shall serve as the manager of the Surviving Entity.

Section 2.6 Tax Treatment of Mergers.

(a) The Parties hereby confirm, covenant and agree (i) to treat the REIT Merger, for all income tax purposes, as a taxable sale of the assets of SSGT to Merger Sub in exchange for the REIT Merger Consideration to be provided to the stockholders of SSGT and the assumption of all of SSGT’s liabilities, followed by the distribution of such REIT Merger Consideration to the stockholders of SSGT in liquidation of SSGT pursuant to Section 331 and Section 562 of the Code as described in Rev. Xxx. 00-0, 0000-0 X.X. 104, and (ii) that this Agreement be, and is hereby adopted as, a “plan of liquidation” of SSGT for all income tax purposes. Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the REIT Merger described in this Section 2.6(a), and no Party shall take a position inconsistent with such treatment.

(b) The Parties hereby confirm, covenant and agree to treat the Partnership Merger, for all income tax purposes, as an exchange described in Section 721 of the Code of the assets of SSGT Operating Partnership to SST II Operating Partnership for interests in SST II Operating Partnership (an “assets-over” partnership merger) which are distributed to the partners of SSGT Operating Partnership in liquidation of SSGT Operating Partnership as described in Treasury Regulations Section 1.708-1(c)(3)(i). Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state of local Law), all Parties shall file all United States federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Partnership Merger described in this Section 2.6(b), and no Party shall take a position inconsistent with such treatment.

Section 2.7 Subsequent Actions.

(a) If at any time after the REIT Merger Effective Time the Surviving Entity shall determine, in its sole and absolute discretion, that any actions are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Entity its right, title or interest in, to or under any of the rights or properties of SSGT acquired or to be acquired by the Surviving Entity as a result of, or in connection with, the REIT Merger or otherwise to carry out the intent of this Agreement, then the members, managers and officers of the Surviving Entity shall be authorized to take all such actions as may be necessary or desirable to vest all right, title or interest in, to or under such rights or properties in the Surviving Entity or otherwise to carry out this Agreement.

(b) If at any time after the Partnership Merger Effective Time the Surviving Partnership shall determine, in its sole and absolute discretion, that any actions are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Partnership its right, title or interest in, to or under any of the rights or properties of SSGT Operating Partnership acquired or to be acquired by the Surviving Partnership as a result of, or in connection with, the Partnership Merger or otherwise to carry out the intent of this Agreement, then the partners and officers of the Surviving Partnership shall be authorized to take all such actions as may be necessary or desirable to vest all right, title or interest in, to or under such rights or properties in the Surviving Partnership or otherwise to carry out this Agreement.

ARTICLE III.

EFFECTS OF THE MERGERS

Section 3.1 Effects of the Mergers.

(a) The REIT Merger. At the REIT Merger Effective Time and by virtue of the REIT Merger and without any further action on the part of SST II, SSGT or Merger Sub or the holders of any securities of SST II, SSGT or Merger Sub:

(i) Except as provided in Section 3.1(a)(iii) and Section 3.1(a)(iv) and subject to Section 3.1(c), each share of SSGT Class A Common Stock outstanding immediately prior to the REIT Merger Effective Time will be automatically cancelled and retired and converted into the right to receive (upon the proper surrender of the certificate representing such share (“Certificate”) or, in the case of a Book-Entry Share, the proper surrender of such Book-Entry Share) the REIT Merger Consideration;

(ii) Except as provided in Section 3.1(a)(iii) and Section 3.1(a)(iv) and subject to Section 3.1(c), each share of SSGT Class T Common Stock outstanding immediately prior to the REIT Merger Effective Time will be automatically cancelled and retired and converted into the right to receive (upon the proper surrender of the Certificate or, in the case of a Book-Entry Share, the proper surrender of such Book-Entry Share) the REIT Merger Consideration;

(iii) Each share of SSGT Common Stock, if any, then held by any Wholly Owned SSGT Subsidiary shall automatically be retired and shall cease to exist, and no REIT Merger Consideration shall be paid, nor shall any other payment or right inure or be made with respect thereto in connection with or as a consequence of the REIT Merger;

(iv) Each share of SSGT Common Stock, if any, then held by SST II or any Wholly Owned SST II Subsidiary shall no longer be outstanding and shall automatically be retired and shall cease to exist, and no REIT Merger Consideration shall be paid, nor shall any other payment or right inure or be made with respect thereto in connection with or as a consequence of the REIT Merger; and

(v) Each membership interest of Merger Sub issued and outstanding immediately prior to the REIT Merger Effective Time shall remain issued and outstanding membership interests of the Surviving Entity.

(b) The Partnership Merger. At the Partnership Merger Effective Time and by virtue of the Partnership Merger and without any further action on the part of SST II Operating Partnership or SSGT Operating Partnership or the holders of any securities of SST II Operating Partnership or SSGT Operating Partnership:

(i) Except as provided in Section 3.1(b)(iii) and subject to Section 3.1(c), each SSGT OP Unit outstanding immediately prior to the Partnership Merger Effective Time will be automatically cancelled and retired and converted into the right to receive (upon the proper surrender of such SSGT OP Unit) the Partnership Merger Consideration;

(ii) The SSGT Special Limited Partner Interest will be automatically redeemed, cancelled and retired in exchange for an amount in cash determined in accordance with the SSGT Partnership Agreement; provided, that if the holder of the SSGT Special Limited Partner Interest elects in writing, prior to the Closing Date, to receive SST II OP Units, in lieu of cash, for the redemption of the SSGT Special Limited Partner Interest, then the SSGT Special Limited Partner Interest will be automatically redeemed, cancelled and retired in exchange for a number of SST II OP Units equal to (A) the quotient of (1) the amount of cash determined in accordance with the SSGT Partnership Agreement that otherwise would have been paid for the redemption of the SSGT Special Limited Partner Interest, divided by (2) the Per Share Price, multiplied by (B) the Exchange Ratio;

(iii) Each SSGT OP Unit then held by Merger Sub (as successor to SSGT) will be automatically cancelled and retired and converted into the right to receive a number of validly issued, fully paid and non-assessable SST II OP Units equal to the Exchange Ratio;

(iv) Each SST II OP Unit outstanding immediately prior to the Partnership Merger Effective Time will remain outstanding;

(v) The SST II Special Limited Partner Interest will remain outstanding and constitute the only special limited partner interest in the Surviving Partnership; and

(vi) SST II will be the general partner of the Surviving Partnership.

(c) Adjustment of the Merger Consideration. Between the date of this Agreement and the applicable Merger Effective Time, if any of SSGT, SSGT Operating Partnership or SST II Operating Partnership should split, combine or otherwise reclassify the SSGT Class A Common Stock, the SSGT Class T Common Stock, the SSGT OP Units or the SST II OP Units or make a dividend or other distribution in shares of the SSGT Class A Common Stock, the SSGT Class T Common Stock, the SSGT OP Units or the SST II OP Units (including any dividend or other distribution of securities convertible into SSGT Class A Common Stock, SSGT Class T

Common Stock, SSGT OP Units or SST II OP Units, but not including shares of SSGT Common Stock issued pursuant to the SSGT DRIP), or engage in a reclassification, reorganization, recapitalization or exchange or other like change, then (without limiting any other rights of the Parties hereunder), the Per Share Price or the Exchange Ratio, as applicable, shall be appropriately and proportionately adjusted to provide to the holders of shares of SSGT Class A Common Stock, shares of SSGT Class T Common Stock or SSGT OP Units, as applicable, the same economic effect as contemplated by this Agreement prior to such change. For the avoidance of any doubt, the forgoing provisions of this Section 3.1(c) shall not apply with respect to any election by the holder of the SSGT Special Limited Partner Interest to receive SSGT OP Units in connection with the redemption of the SSGT Special Limited Partner Interest, as contemplated in Section 3.1(b)(ii).

(d) Transfer Books. From and after the REIT Merger Effective Time, the share and/or unit transfer books of SSGT and SSGT Operating Partnership shall be closed, and thereafter there shall be no further registration of transfers of SSGT Common Stock or SSGT OP Units. From and after the REIT Merger Effective Time, Persons who held SSGT Common Stock or SSGT OP Units immediately prior to the REIT Merger Effective Time shall cease to have rights with respect to such shares or units, except as otherwise provided for in this Agreement or by applicable Law. On or after the REIT Merger Effective Time, any Certificates or Book-Entry Shares of SSGT Common Stock or SSGT OP Units presented to the Paying Agent, SST II, the Surviving Entity, the Surviving Partnership or the transfer agent shall be exchanged for the Merger Consideration with respect to SSGT Common Stock or SSGT OP Units formerly represented thereby, as applicable. At the Partnership Merger Effective Time, the unit transfer book of the Surviving Partnership shall reflect the SST II OP Units issued to holders of the SSGT OP Units as part of the Partnership Merger Consideration.

Section 3.2 Paying Agent; Exchange Fund.

(a) Prior to the mailing of the Proxy Statement, SST II shall appoint a bank or trust company reasonably satisfactory to SSGT to act as paying agent (the “Paying Agent”) for the payment and delivery of the REIT Merger Consideration as provided in Section 3.1(a)(i) and Section 3.1(a)(ii). Prior to the REIT Merger Effective Time, SST II shall deposit, or cause to be deposited, with the Paying Agent for the sole benefit of the holders of shares of SSGT Common Stock, for exchange in accordance with this Article III, immediately available funds equal to the aggregate REIT Merger Consideration (the “Exchange Fund”).

(b) SST II shall cause the Paying Agent to make, and the Paying Agent shall make, payments of the REIT Merger Consideration out of the Exchange Fund in accordance with this Agreement. The Exchange Fund shall not be used for any other purpose. The Exchange Fund shall be invested by the Paying Agent as directed by SST II; provided, that such investments shall be in (i) obligations of or guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or (iii) a money market fund having assets of at least $1,000,000,000. Interest and other income on the Exchange Fund shall be the sole and exclusive property of SST II and shall be paid to SST II, as SST II directs. No investment of the Exchange Fund shall relieve SST II or the Paying Agent from making the payments required by this Article III, and following any losses from any such investment, SST II shall promptly provide additional funds to the Paying Agent to the extent necessary to satisfy SST II’s obligations hereunder for the benefit of the holders of shares of SSGT Common Stock at the REIT Merger Effective Time, which additional funds will be deemed to be part of the Exchange Fund.

Section 3.3 Exchange Procedures.

(a) As soon as reasonably practicable after the REIT Merger Effective Time (but in no event later than three (3) Business Days thereafter), SST II shall cause the Paying Agent to mail (and to make available for collection by hand) to each holder of record of a Certificate or Book-Entry Share representing shares of SSGT Common Stock (i) a letter of transmittal (a “Letter of Transmittal”) in customary form as prepared by SST II and reasonably acceptable to SSGT (which shall specify, among other things, that delivery shall be effected, and risk

of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or transfer of any Book-Entry Shares to the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates or the transfer of Book-Entry Shares in exchange for the REIT Merger Consideration into which the number of shares of SSGT Common Stock previously represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Agreement.

(b) Upon (i) surrender of a Certificate (or affidavit of loss in lieu thereof) or transfer of any Book-Entry Share representing shares of SSGT Common Stock to the Paying Agent, together with a properly completed and validly executed Letter of Transmittal or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of transfer of a Book-Entry Share, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book-Entry Share representing shares of SSGT Common Stock shall be entitled to receive in exchange therefor the REIT Merger Consideration into which such shares of SSGT Common Stock shall have been converted pursuant to this Agreement, after the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or “agent’s message” or other evidence, and the Certificate (or affidavit of loss in lieu thereof) so surrendered or the Book-Entry Share so transferred, as applicable, shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. Until surrendered or transferred as contemplated by this Section 3.3, each Certificate or Book-Entry Share representing shares of SSGT Common Stock shall be deemed, at any time after the REIT Merger Effective Time, to represent only the right to receive, upon such surrender, the REIT Merger Consideration as contemplated by this Article III. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the REIT Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares.

(c) In the event of a transfer of ownership of shares of SSGT Common Stock that is not registered in the transfer records of SSGT, it shall be a condition of payment that any Certificate or Book-Entry Share surrendered or transferred in accordance with the procedures set forth in this Section 3.3 shall be properly endorsed or shall be otherwise in proper form for transfer, and that the Person requesting such payment shall have paid any Taxes required by reason of the payment of the REIT Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or Book-Entry Share transferred, or shall have established to the reasonable satisfaction of SST II that such Tax either has been paid or is not applicable.

(d) Any portion of the Exchange Fund that remains undistributed to the holders of SSGT Common Stock for twelve (12) months after the REIT Merger Effective Time shall be delivered to SST II upon demand, and any former holders of SSGT Common Stock prior to the REIT Merger who have not theretofore complied with this Article III shall thereafter look only to SST II for payment of their claims with respect thereto.

(e) None of the SSGT Parties, the SST II Parties, the Surviving Entity, the Paying Agent, or any employee, officer, director, agent or Affiliate of such entities, shall be liable to any Person in respect of the REIT Merger Consideration if the Exchange Fund (or the appropriate portion thereof) has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of any shares of SSGT Common Stock immediately prior to the time at which such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of SST II free and clear of any claims or interest of such holders or their successors, assigns or personal representatives previously entitled thereto.

Section 3.4 Withholding Rights. Each Party (including the Surviving Entity and the Surviving Partnership) and the Paying Agent, as applicable, shall be entitled to deduct and withhold from the Merger Consideration and any other amounts otherwise payable pursuant to this Agreement to any holder of SSGT Common Stock or SSGT OP Units, such amounts as it is required to deduct and withhold with respect to such payments under the

Code or any other provision of state, local or foreign Tax Law. Any such amounts so deducted and withheld shall be paid over to the applicable Governmental Authority in accordance with applicable Law and shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Section 3.5 SSGT Restricted Shares. Immediately prior to the REIT Merger Effective Time, each SSGT Restricted Share granted under the SSGT Equity Incentive Plan shall be fully vested and non-forfeitable, and all SSGT Common Stock represented thereby shall be considered outstanding for all purposes of this Agreement and subject to the right to receive the REIT Merger Consideration, subject to Section 3.4.

Section 3.6 Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by SST II, the posting by such Person of a bond in such reasonable amount as SST II may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay in exchange for such lost, stolen or destroyed Certificate the REIT Merger Consideration to which the holder thereof is entitled pursuant to this Article III.

Section 3.7 Dissenters Rights. No dissenters’ or appraisal rights shall be available with respect to the Mergers or the other transactions contemplated by this Agreement.

Section 3.8 General Effects of the Mergers.

(a) At the REIT Merger Effective Time, the effect of the REIT Merger shall be as set forth in this Agreement and as provided in the applicable provisions of the MGCL and the MLLCA. Without limiting the generality of the foregoing, and subject thereto, at the REIT Merger Effective Time, all of the property, rights, privileges, powers and franchises of SSGT and Merger Sub shall vest in the Surviving Entity, and all debts, liabilities and duties of SSGT and Merger Sub shall become the debts, liabilities and duties of the Surviving Entity.

(b) At the Partnership Merger Effective Time, the effect of the Partnership Merger shall be as set forth in this Agreement and as provided in the applicable provisions of the DRULPA. Without limiting the generality of the foregoing, and subject thereto, at the Partnership Merger Effective Time, all of the property, rights, privileges, powers and franchises of SSGT Operating Partnership and SST II Operating Partnership shall vest in the Surviving Partnership, and all debts, liabilities and duties of SSGT Operating Partnership and SSGT II Operating Partnership shall become the debts, liabilities and duties of the Surviving Partnership.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE SSGT PARTIES

Except (i) as set forth in the disclosure letter prepared by the SSGT Parties and delivered by the SSGT Parties to the SST II Parties prior to the execution and delivery of this Agreement (the “SSGT Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the SSGT Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other sections or subsections be cross-referenced)); provided, that no disclosure shall qualify any Fundamental Representation unless it is set forth in the specific section or subsection of the SSGT Disclosure Letter corresponding to such Fundamental Representation; provided, further, that nothing in the SSGT Disclosure Letter is intended to broaden the scope of any representation or warranty of the SSGT Parties made herein, or (ii) as disclosed in the SSGT SEC Documents publicly available, filed with, or furnished to, as applicable, the SEC on or after December 31, 2017 and prior to the date of this Agreement (excluding any

information or documents incorporated by reference therein and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such SSGT SEC Documents to a matter covered by a representation or warranty set forth in this Article IV is reasonably apparent on its face; provided that the disclosures in the SSGT SEC documents shall not be deemed to qualify (i) any Fundamental Representations, which matters shall only be qualified by specific disclosure in the respective corresponding section of the SSGT Disclosure Letter, and (ii) Section 4.3 (No Conflict; Required Filings and Consents), Section 4.5(a)-(c) (SEC Documents; Financial Statements), Section 4.18 (Brokers) or Section 4.19 (Opinion of Financial Advisor); the SSGT Parties hereby jointly and severally represent and warrant to the SST II Parties that:

Section 4.1 Organization and Qualification; Subsidiaries.

(a) SSGT is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has the requisite corporate power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. SSGT is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a SSGT Material Adverse Effect.

(b) Each SSGT Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each SSGT Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a SSGT Material Adverse Effect.

(c) Section 4.1(c) of the SSGT Disclosure Letter sets forth a true and complete list of the SSGT Subsidiaries and their respective jurisdictions of incorporation or organization, as the case may be, the jurisdictions in which SSGT and the SSGT Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by SSGT in each SSGT Subsidiary, including a list of each SSGT Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (each a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (each a “Taxable REIT Subsidiary”) and each SSGT Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT Subsidiary.

(d) Except as set forth in Section 4.1(d) of the SSGT Disclosure Letter, neither SSGT nor any SSGT Subsidiary directly or indirectly owns any equity interest or investment (whether equity or debt) in any Person (other than in the SSGT Subsidiaries and investments in short-term investment securities).

(e) Each of SSGT and the SSGT Operating Partnership is in compliance in all material respects with the terms of its SSGT Governing Documents.

(f) No exemption from the “Aggregate Stock Ownership Limit” or the “Common Stock Ownership Limit” and no “Excepted Holder Limit,” as such terms are defined in the SSGT Charter, are currently in effect.

Section 4.2 Authority; Approval Required.

(a) Each of the SSGT Parties has the requisite corporate or limited partnership power and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt

of the Stockholder Approval, to consummate the transactions contemplated by this Agreement, including the Mergers. The execution and delivery of this Agreement by each of the SSGT Parties and the consummation by the SSGT Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate and limited partnership action, and no other corporate or limited partnership proceedings on the part of the SSGT Parties are necessary to authorize this Agreement or the Mergers or to consummate the other transactions contemplated by this Agreement, subject (i) with respect to the REIT Merger, to receipt of the Stockholder Approval and to the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT in accordance with the MGCL and the MLLCA, and (ii) with respect to the Partnership Merger, to the filing of the Partnership Certificate of Merger with the Delaware SOS in accordance with the DRULPA.

(b) This Agreement has been duly executed and delivered by the SSGT Parties, and assuming due authorization, execution and delivery by the SST II Parties, constitutes a legally valid and binding obligation of the SSGT Parties enforceable against the SSGT Parties in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exceptions”).

(c) On the recommendation of the SSGT Special Committee, the SSGT Board has (i) determined that the terms of this Agreement, the Mergers, the Merger Consideration and the other transactions contemplated by this Agreement are fair and reasonable and in the best interests of SSGT and the holders of SSGT Common Stock and SSGT OP Units (which does not include the holder of the SSGT Special Limited Partner Interest), (ii) approved, authorized, adopted and declared advisable this Agreement and the consummation of the Mergers and the other transactions contemplated by this Agreement, (iii) directed that the REIT Merger be submitted to a vote of the holders of SSGT Common Stock and (iv) recommended that holders of SSGT Common Stock vote in favor of approval of the REIT Merger (such recommendation, the “SSGT Board Recommendation”), which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3.

(d) The Stockholder Approval is the only vote of the holders of securities of SSGT or SSGT Operating Partnership required to approve the Mergers that has not already been obtained as of the date of this Agreement.

Section 4.3 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by each of the SSGT Parties does not, and the performance of this Agreement and its obligations hereunder will not, (i) assuming receipt of the Stockholder Approval, conflict with or violate any provision of (A) the SSGT Governing Documents or (B) any equivalent organizational or governing documents of any other SSGT Subsidiary, (ii) assuming that all consents, approvals, authorizations and permits described in Section 4.3(b) have been obtained, all filings and notifications described in Section 4.3(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to SSGT or any SSGT Subsidiary or by which any property or asset of SSGT or any SSGT Subsidiary is bound, or (iii) require any consent or approval (except as contemplated by Section 4.3(b)) under, result in any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of SSGT or any SSGT Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to any other Person any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of SSGT or any SSGT Subsidiary pursuant to, any Contract or Permit to which SSGT or any SSGT Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not reasonably be expected to have a SSGT Material Adverse Effect.

(b) The execution and delivery of this Agreement by each of the SSGT Parties does not, and the performance of this Agreement by each of the SSGT Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Proxy Statement and (B) such reports under, and other compliance with, the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT pursuant to the MGCL and the MLLCA, (iii) the filing of the Partnership Certificate of Merger with the Delaware SOS pursuant to the DRULPA, (iv) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (v) the consents, authorizations, orders or approvals of each Governmental Authority listed in Section 8.1(a) of the SSGT Disclosure Letter, and (vi) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications which, individually or in the aggregate, would not reasonably be expected to have a SSGT Material Adverse Effect.

Section 4.4 Capital Structure.

(a) The authorized capital stock of SSGT consists of 350,000,000 shares of SSGT Class A Common Stock, 350,000,000 shares of SSGT Class T Common Stock, and 200,000,000 shares of preferred stock, $0.001 par value per share (“SSGT Preferred Stock”). At the close of business on September 13, 2018, (i) 19,094,325 shares of SSGT Class A Common Stock were issued and outstanding, (ii) 7,612,599 shares of SSGT Class T Common Stock were issued and outstanding, (iii) no shares of SSGT Preferred Stock were issued and outstanding, and (iv) 2,654,442 shares of Class A Common Stock remain reserved for future issuance under the SSGT Equity Incentive Plan. All of the outstanding shares of capital stock of SSGT are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with applicable securities Laws. Except as set forth in this Section 4.4, there is no other outstanding capital stock of SSGT.

(b) All the SSGT OP Units held by SSGT are directly owned by SSGT, free and clear of all Liens other than Permitted Liens and free of preemptive rights. All of the SSGT OP Units are duly authorized and validly issued and were issued in compliance with applicable securities Laws. The SSGT Special Limited Partner Interest, which is held by SSGT Advisor, constitutes the only special limited partner interest in SSGT Operating Partnership.

(c) All of the outstanding shares of capital stock of each of the SSGT Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the SSGT Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued. All shares of capital stock of (or other ownership interests in) each of the SSGT Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable. SSGT or the SSGT Operating Partnership owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the SSGT Subsidiaries, free and clear of all Liens, other than Permitted Liens, and free of preemptive rights.

(d) There are no bonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) of SSGT or any SSGT Subsidiary (“SSGT Voting Debt”) issued and outstanding. Except for the SSGT OP Units and awards granted pursuant to the SSGT Equity Incentive Plan, there are no outstanding subscriptions, securities options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments of any kind to which SSGT or any of the SSGT Subsidiaries is a party or by which any of them is bound obligating SSGT or any of the SSGT Subsidiaries to (i) issue, transfer or sell or create, or cause to be issued, transferred or sold or created any additional shares of capital stock or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of SSGT or any SSGT Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such subscriptions, options, warrants, calls, rights, profits interests, stock appreciation

rights, phantom stock, convertible securities or other similar rights, agreements, arrangements, undertakings or commitments or (iii) redeem, repurchase or otherwise acquire any such shares of capital stock, SSGT Voting Debt or other equity interests.

(e) Neither SSGT nor any SSGT Subsidiary is a party to or bound by any Contracts concerning the voting (including voting trusts and proxies) of any capital stock of SSGT or any of the SSGT Subsidiaries.

(f) SSGT does not have a “poison pill” or similar stockholder rights plan.

(g) All dividends or other distributions on the shares of SSGT Common Stock or SSGT OP Units and any material dividends or other distributions on any securities of any SSGT Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Section 4.5 SEC Documents; Financial Statements; Xxxxxxxx-Xxxxx Act; Internal Controls; Off Balance Sheet Arrangements; Investment Company Act; Anti-Corruption Laws.

(a) SSGT has timely filed with, or furnished (on a publicly available basis) to the SEC, all forms, documents, statements, schedules and reports required to be filed by SSGT under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”)) since January 20, 2015 (the forms, documents, statements and reports filed with the SEC since January 20, 2015 and those filed with the SEC since the date of this Agreement, if any, including any amendments thereto, the “SSGT SEC Documents”). As of their respective filing dates (or the date of their most recent amendment, supplement or modification, in each case, to the extent filed and publicly available prior to the date of this Agreement), the SSGT SEC Documents (i) complied, or with respect to SSGT SEC Documents filed after the date hereof, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the Xxxxxxxx-Xxxxx Act, each as in effect on the date so filed, and (ii) did not, or with respect to SSGT SEC Documents filed after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the SSGT SEC Documents filed as of the date of this Agreement is, to the Knowledge of SSGT, the subject of ongoing SEC review and SSGT does not have any outstanding and unresolved comments from the SEC with respect to any SSGT SEC Documents. None of the SSGT SEC Documents filed as of the date of this Agreement is the subject of any confidential treatment request by SSGT.

(b) At all applicable times, SSGT has complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act.

(c) The consolidated audited and unaudited financial statements of SSGT and the SSGT Subsidiaries included, or incorporated by reference, in the SSGT SEC Documents, including the related notes and schedules (as amended, supplemented or modified by later SSGT SEC Documents, in each case, to the extent filed and publicly available prior to the date of this Agreement), (i) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of SSGT and SSGT Subsidiaries in all material respects, (ii) complied or will comply, as the case may be, as of their respective dates in all material respects with the then-applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations of the SEC with respect thereto, (iii) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K, Regulation S-X or any successor or like form or rule under the Exchange Act, which such adjustments are not, in the aggregate, material to SSGT) and (iv) fairly present, in all material respects (subject, in the case of unaudited financial statements,

for normal and recurring year-end adjustments, none of which is material to SSGT), the consolidated financial position of SSGT and the SSGT Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of SSGT and the SSGT Subsidiaries for the periods presented therein. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of SSGT, threatened, in each case regarding any accounting practices of SSGT.

(d) Since January 20, 2015, (i) SSGT has designed and maintained disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information required to be disclosed by SSGT in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to SSGT’s management as appropriate to allow timely decisions regarding required disclosure, and (ii) to the Knowledge of SSGT, such disclosure controls and procedures are effective in timely alerting SSGT’s management to material information required to be included in SSGT’s periodic reports required under the Exchange Act (if SST II were required to file such reports). SSGT and SSGT Subsidiaries have designed and maintained a system of internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurances (A) regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, (B) that transactions are executed in accordance with management’s general or specific authorizations, (C) that transactions are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (D) that access to assets is permitted only in accordance with management’s general or specific authorization, (E) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (F) that accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. SSGT has disclosed to SSGT’s auditors and audit committee (and made summaries of such disclosures available to SST II) (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect SSGT’s ability to record, process, summarize and report financial information and (B) any fraud, to the Knowledge of SSGT, whether or not material, that involves management or other employees who have a significant role in internal control over financial reporting.

(e) SSGT is not and none of the SSGT Subsidiaries is, a party to, and neither SSGT nor any SSGT Subsidiary has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among SSGT and any SSGT Subsidiary, on the one hand, and any unconsolidated Affiliate of SSGT or any SSGT Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, SSGT, any SSGT Subsidiary or SSGT’s or such SSGT Subsidiary’s audited financial statements or other SSGT SEC Documents.

(f) Neither SSGT nor any SSGT Subsidiary is required to be registered as an investment company under the Investment Company Act.

(g) Neither SSGT nor any SSGT Subsidiary nor, to the Knowledge of SSGT, any director, officer or Representative of SSGT or any SSGT Subsidiary has (i) used any corporate funds for any unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (ii) made any unlawful payment to any foreign or domestic government official or employee or (iii) made any unlawful bribe, rebate, payoff, kickback or other unlawful payment to any foreign or domestic government official or employee, in each case, in violation in any material respect of any applicable Anti-Corruption Law. Neither SSGT nor any SSGT Subsidiary has received any written communication that alleges that SSGT or any SSGT Subsidiary, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law.

Section 4.6 Absence of Certain Changes or Events. Since December 31, 2017 through the date of this Agreement, except as otherwise contemplated by this Agreement, (i) SSGT and each SSGT Subsidiary has conducted its business in all material respects in the ordinary course of business consistent with past practice, (ii) neither SSGT nor any SSGT Subsidiary has taken any action that would have been prohibited by Section 6.1(b) (Conduct of the Business by SSGT) if taken from and after the date of this Agreement and (iii) there has not been any SSGT Material Adverse Effect or any event, circumstance, change, effect, development, condition or occurrence that, individually or in the aggregate with all other events, circumstances, changes, effects, developments, conditions or occurrences, would reasonably be expected to have a SSGT Material Adverse Effect.

Section 4.7 No Undisclosed Liabilities. Except (i) as disclosed, reflected or reserved against on the consolidated balance sheet of SSGT and the SSGT Subsidiaries dated as of December 31, 2017 (including the notes thereto), (ii) for liabilities or obligations incurred in connection with the transactions contemplated by this Agreement and (iii) for liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2017, neither SSGT nor any SSGT Subsidiary has any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that either alone or when combined with all other liabilities of a type not described in clauses (i), (ii) or (iii) above, has had, or would reasonably be expected to have, a SSGT Material Adverse Effect.

Section 4.8 Permits; Compliance with Law.

(a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.10 and Section 4.11, which are addressed solely in those Sections, SSGT and each SSGT Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications, registrations and clearances of any Governmental Authority (“Permits”) necessary for SSGT and each SSGT Subsidiary to own, lease and, to the extent applicable, operate their respective properties or to carry on their respective businesses substantially as they are being conducted as of the date hereof (the “SSGT Permits”), and all such SSGT Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the SSGT Permits, individually or in the aggregate, would not reasonably be expected to have a SSGT Material Adverse Effect. No event has occurred with respect to any of the SSGT Permits which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any other material impairment of the rights of the holder of any such SSGT Permits. To the Knowledge of SSGT, there is not pending any applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the operations of SSGT or the SSGT Subsidiaries that impairs the validity of any SSGT Permit or which would reasonably be expected, if accepted or granted, to result in the revocation of any SSGT Permit, except where the impairment or revocation of any such SSGT Permit would not adversely affect the ownership or operation of any material SSGT Property.

(b) Neither SSGT nor any SSGT Subsidiary is, and for the past three (3) years has been, in conflict with, or in default or violation of (i) any Law applicable to SSGT or any SSGT Subsidiary or by which any property or asset of SSGT or any SSGT Subsidiary is bound (except for compliance with Laws addressed in Section 4.10, Section 4.11, Section 4.13 and Section 4.16 which are solely addressed in those Sections), or (ii) any SSGT Permits (except for the SSGT Permits addressed in Section 4.10 or Section 4.11, which are solely addressed in those Sections), except, in each case, for any such conflicts, defaults or violations that, individually or in the aggregate, would not reasonably be expected to have a SSGT Material Adverse Effect.

Section 4.9 Litigation. There is no material action, suit, proceeding or investigation to which SSGT or any SSGT Subsidiary is a party (either as plaintiff or defendant) pending or, to the Knowledge of SSGT, threatened before any Governmental Authority, and, to the Knowledge of SSGT, there is no basis for any such action, suit, proceeding or investigation. Neither SSGT nor any SSGT Subsidiary has been permanently or temporarily enjoined by any Order, judgment or decree of any Governmental Authority from engaging in or continuing to

conduct the business of SSGT or the SSGT Subsidiaries. No Order of any Governmental Authority has been issued in any proceeding to which SSGT or any of the SSGT Subsidiaries is or was a party, or, to the Knowledge of SSGT, in any other proceeding, that enjoins or requires SSGT or any of the SSGT Subsidiaries to take action of any kind with respect to its businesses, assets or properties. Since December 31, 2017, none of SSGT, any SSGT Subsidiary or any Representative of the foregoing has received or made any settlement offer for any material Action to which SSGT or any SSGT Subsidiary is a party or potentially could be a party (in each case, either as plaintiff or defendant), other than settlement offers that do not exceed $500,000 individually.

Section 4.10 Properties.

(a) Except as disclosed in title insurance policies and reports (and the documents or surveys referenced in such policies and reports): (i) SSGT or a SSGT Subsidiary owns fee simple title to each of the SSGT Properties, free and clear of Liens, except for Permitted Liens; (ii) except as has not had and would not, individually or in the aggregate, have a SSGT Material Adverse Effect, neither SSGT nor any SSGT Subsidiary has received written notice of any uncured violation of any Law (including zoning, building or similar Laws) affecting any portion of any of the SSGT Properties issued by any Governmental Authority; and (iii) except as would not, individually or in the aggregate, have a SSGT Material Adverse Effect, neither SSGT nor any SSGT Subsidiary has received written notice to the effect that there are condemnation or rezoning proceedings that are currently pending or threatened with respect to any of the SSGT Properties.

(b) Except as disclosed in property condition assessments and similar structural engineering reports relating to the SSGT Properties, SSGT has not received written notice of, nor does SSGT have any Knowledge of, any latent defects or adverse physical conditions affecting any of the SSGT Properties or the improvements thereon that have not been corrected or cured prior to the date of this Agreement, except as would not, individually or in the aggregate, have a SSGT Material Adverse Effect.

(c) SSGT and the SSGT Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all material personal property assets owned, used or held for use by them. Neither SSGT’s, nor the SSGT Subsidiaries’, ownership of any such personal property is subject to any Liens, other than Permitted Liens.

Section 4.11 Environmental Matters. Except as, individually or in the aggregate, would not reasonably be expected to have a SSGT Material Adverse Effect: (i) no notification, demand, request for information, citation, summons or order has been received, no complaint has been filed, no penalty has been assessed and no investigation, action, suit or proceeding is pending or, to the Knowledge of SSGT, is threatened relating to any of the SSGT Parties, any of the SSGT Subsidiaries or any of their respective properties, and relating to or arising out of any Environmental Law or Hazardous Substance; (ii) the SSGT Parties and the other SSGT Subsidiaries are and, for the past three (3) years, have been, in compliance with all Environmental Laws and all applicable Environmental Permits; (iii) SSGT and each SSGT Subsidiary is in possession of all Environmental Permits necessary for SSGT and each SSGT Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of the date hereof, and all such Environmental Permits are valid and in full force and effect; and (iv) there are no liabilities or obligations of the SSGT Parties or any of the other SSGT Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous Substance and there is no condition, situation or set of circumstances that would reasonably be expected to result in any such liability or obligation.

Section 4.12 Material Contracts.

(a) Section 4.12(a) of the SSGT Disclosure Letter sets forth a list of each Contract (other than a Benefit Plan) in effect as of the date hereof to which SSGT or any SSGT Subsidiary is a party or by which any of its properties or assets are bound that:

(i) is required to be filed as an exhibit to SSGT’s Annual Report on Form 10-K pursuant to Item 601(b)(2), (4) or (9) of Regulation S-K promulgated under the Securities Act;

(ii) obligates SSGT or any SSGT Subsidiary to make non-contingent aggregate annual expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) in excess of $500,000 and is not cancelable within ninety (90) days without material penalty to SSGT or any SSGT Subsidiary;

(iii) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area that restricts the business of SSGT or any SSGT Subsidiary, including upon consummation of the transactions contemplated by this Agreement, or that otherwise restricts the lines of business conducted by SSGT or any SSGT Subsidiary or the geographic area in which SSGT or any SSGT Subsidiary may conduct business;

(iv) is a Contract that obligates SSGT or any SSGT Subsidiary to indemnify any past or present directors, officers, employees or consultants of SSGT or any SSGT Subsidiary or SSGT Manager pursuant to which SSGT or any SSGT Subsidiary is the indemnitor;

(v) constitutes (A) an Indebtedness obligation of SSGT or any SSGT Subsidiary with a principal amount as of the date hereof greater than $500,000 or (B) a Contract (including any so called take-or-pay or keepwell agreements) under which (1) any Person including SSGT or a SSGT Subsidiary, has directly or indirectly guaranteed Indebtedness, liabilities or obligations of SSGT or a SSGT Subsidiary or (2) SSGT or a SSGT Subsidiary has directly or indirectly guaranteed Indebtedness, liabilities or obligations of any Person, including SSGT or another SSGT Subsidiary (in each case other than endorsements for the purpose of collection in the ordinary course of business);

(vi) requires SSGT or any SSGT Subsidiary to dispose of or acquire assets or properties that (together with all of the assets and properties subject to such requirement in such Contract) have a fair market value in excess of $500,000, or involves any pending or contemplated merger, consolidation or similar business combination transaction;

(vii) constitutes an interest rate cap, interest rate collar, interest rate swap or other Contract relating to a swap or other hedging transaction of any type;

(viii) constitutes a loan to any Person (other than a Wholly Owned SSGT Subsidiary or the SSGT Operating Partnership) by SSGT or any SSGT Subsidiary in an amount in excess of $500,000;

(ix) sets forth the operational terms of a joint venture, partnership, limited liability company or strategic alliance of SSGT or any SSGT Subsidiary with a third party;

(x) prohibits the pledging of the capital stock of SSGT or any SSGT Subsidiary or prohibits the issuance of guarantees by any SSGT Subsidiary;

(xi) is with a Governmental Authority;

(xii) has continuing “earn-out” or other similar contingent purchase price payment obligations, in each case that could result in payments, individually or in the aggregate, in excess of $500,000;

(xiii) is an employment Contract or consulting Contract;

(xiv) is a collective bargaining agreement or other Contract with any labor organization, union or association;

(xv) is a SSGT Management Agreement;

(xvi) is a ground lease under which SSGT or any SSGT Subsidiary holds a leasehold interest in the SSGT Properties or any portion thereof; or

(xvii) is both (A) not made in the ordinary course of business consistent with past practice and (B) material to SSGT and the SSGT Subsidiaries, taken as a whole.

(b) Each Contract in any of the categories set forth in Section 4.12(a) to which SSGT or any SSGT Subsidiary is a party or by which it is bound as of the date hereof is referred to herein as a “SSGT Material Contract.”

(c) Each SSGT Material Contract is legal, valid, binding and enforceable on SSGT and/or the SSGT Subsidiary that is a party thereto and, to the Knowledge of SSGT, each other party thereto, and is in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). SSGT and each SSGT Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each SSGT Material Contract and, to the Knowledge of SSGT, each other party thereto has performed all obligations required to be performed by it under such SSGT Material Contract prior to the date hereof, except where in each case the failure to perform, individually or in the aggregate, would not reasonably be expected to have a SSGT Material Adverse Effect. Neither SSGT nor any SSGT Subsidiary, nor, to the Knowledge of SSGT, any other party thereto, is in breach or violation of, or default under, any SSGT Material Contract, and no event has occurred that, with notice or lapse of time or both, would constitute a violation, breach or default under any SSGT Material Contract, except where in each case such breach, violation or default, individually or in the aggregate, would not reasonably be expected to have a SSGT Material Adverse Effect. Neither SSGT nor any SSGT Subsidiary has received notice of any violation or default under, or owes any termination, cancellation or other similar fees or any liquidated damages with respect to, any SSGT Material Contract, except for violations or defaults, or fees or damages, that, individually or in the aggregate, would not reasonably be expected to have a SSGT Material Adverse Effect. Since December 31, 2017 and as of the date hereof, neither SSGT nor any SSGT Subsidiary has received any written notice of the intention of any party to cancel, terminate, materially change the scope of rights under or fail to renew any SSGT Material Contract.

Section 4.13 Taxes.

(a) Each SSGT Party and each other SSGT Subsidiary has timely filed with the appropriate Governmental Authority all United States federal income Tax Returns and all other material Tax Returns required to be filed, taking into account any extensions of time within which to file such Tax Returns, and all such Tax Returns were complete and correct in all material respects. Each SSGT Party and each other SSGT Subsidiary has duly paid (or there has been paid on their behalf), or made adequate provisions in accordance with GAAP for, all material Taxes required to be paid by them, whether or not shown on any Tax Return. No written claim has been proposed by any Governmental Authority in any jurisdiction where SSGT or any SSGT Subsidiary do not file Tax Returns that SSGT or any SSGT Subsidiary is or may be subject to Tax by such jurisdiction.

(b) SSGT (i) for all taxable years commencing with SSGT’s year ending December 31, 2014 and through December 31, 2017, has been subject to taxation as a real estate investment trust (a “REIT”) under Sections 856 through 860 of the Code and has satisfied all requirements to qualify as a REIT for such years; (ii) has operated since January 1, 2014 to the date hereof, in a manner consistent with the requirements for qualification and taxation as a REIT; (iii) intends to continue to operate in such a manner as to qualify as a REIT for its taxable year that will include the day of the REIT Merger; and (iv) has not taken or omitted to take any action that could reasonably be expected to result in a challenge by the IRS or any other Governmental Authority to its status as a REIT, and no such challenge is pending or, to the Knowledge of SSGT, threatened. No SSGT Subsidiary is a corporation for United States federal income tax purposes, other than a corporation that qualifies

as a Qualified REIT Subsidiary or as a Taxable REIT Subsidiary. SSGT’s dividends paid deduction, within the meaning of Section 561 of the Code, for all taxable years commencing with SSGT’s year ending December 31, 2014, taking into account any dividends subject to Sections 857(b)(8) or 858 of the Code, has not been less than the sum of (A) SSGT’s REIT taxable income, as defined in Section 857(b)(2) of the Code, determined without regard to any dividends paid deduction for such year and (B) SSGT’s net capital gain for such year.

(c) (i) There are no audits, investigations by any Governmental Authority or other proceedings pending or, to the Knowledge of SSGT, threatened with regard to any material Taxes or material Tax Returns of SSGT or any SSGT Subsidiary, or of any SSGT Manager for which SSGT or any SSGT Subsidiary would owe indemnification obligations; (ii) no material deficiency for Taxes of SSGT or any SSGT Subsidiary, or of any SSGT Manager for which SSGT or any SSGT Subsidiary would owe indemnification obligations, has been claimed, proposed or assessed in writing or, to the Knowledge of SSGT, threatened, by any Governmental Authority, which deficiency has not yet been settled except for such deficiencies which are being contested in good faith or with respect to which the failure to pay, individually or in the aggregate, would not reasonably be expected to have a SSGT Material Adverse Effect; (iii) neither SSGT nor any SSGT Subsidiary has waived any statute of limitations with respect to the assessment of material Taxes or agreed to any extension of time (other than pursuant to an automatic extension to file a Tax Return requested in the ordinary course of business) with respect to any material Tax assessment or deficiency for any tax year that is not closed under the applicable statute of limitations; (iv) neither SSGT nor any SSGT Subsidiary is currently the beneficiary of any extension of time within which to file any material Tax Return (other than pursuant to an automatic extension to a file a Tax Return requested in the ordinary course of business); and (v) neither SSGT nor any SSGT Subsidiary has entered into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law).

(d) Each SSGT Subsidiary that is a partnership, joint venture or limited liability company and that has not elected to be a Taxable REIT Subsidiary has been since its formation treated for United States federal income tax purposes as a partnership, disregarded entity, or Qualified REIT Subsidiary, as the case may be, and not as a corporation, an association taxable as a corporation whose separate existence is respected for United States federal income tax purposes, or a “publicly traded partnership” within the meaning of Section 7704(b) of the Code that is treated as a corporation for United States federal income tax purposes under Section 7704(a) of the Code.

(e) Neither SSGT nor any SSGT Subsidiary holds any asset the disposition of which would be subject to Treasury Regulation Section 1.337(d)-7, nor have they disposed of any such asset during its current taxable year.

(f) Since its inception, SSGT and the SSGT Subsidiaries have not incurred (i) any material liability for Taxes under Sections 857(b)(1), 857(b)(4), 857(b)(5), 857(b)(6)(A), 857(b)(7), 860(c) or 4981 of the Code, (ii) any liability for Taxes under Sections 857(b)(5) (for income test violations), 856(c)(7)(C) (for asset test violations), or 856(g)(5)(C) (for violations of other qualification requirements applicable to REITs) and (iii) any material liability for Tax other than (A) in the ordinary course of business consistent with past practice, or (B) transfer or similar Taxes arising in connection with sales of property. No event has occurred, and to the Knowledge of SSGT no condition or circumstances exists, which presents a material risk that any material liability for Taxes described clause (i) or (iii) of the preceding sentence or any liability for Taxes described in clause (ii) of the preceding sentence will be imposed upon SSGT or any SSGT Subsidiary for any taxable period (or portion thereof) preceding the REIT Merger.

(g) SSGT and the SSGT Subsidiaries have complied, in all material respects, with all applicable Laws relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446 and 3402 of the Code or similar provisions under any state and foreign Laws) and have duly and timely withheld and, in each case, have paid over to the appropriate taxing authorities all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Laws.

(h) There are no SSGT Tax Protection Agreements (as hereinafter defined) in force at the date of this Agreement, and, as of the date of this Agreement, no Person has raised in writing, or to the Knowledge of SSGT threatened to raise, a material claim against SSGT or any SSGT Subsidiary for any breach of any SSGT Tax Protection Agreements. As used herein, “SSGT Tax Protection Agreements” means any written agreement to which SSGT or any SSGT Subsidiary is a party pursuant to which: (i) any liability of SSGT or any SSGT Subsidiary to holders of limited partnership interests in a SSGT Subsidiary Partnership (as hereinafter defined) relating to Taxes may arise, whether or not as a result of the consummation of the transactions contemplated by this Agreement; and/or (ii) in connection with the deferral of income Taxes of a holder of limited partnership interests or limited liability company interests in a SSGT Subsidiary Partnership, SSGT or any SSGT Subsidiary has agreed to (A) maintain a minimum level of debt, continue a particular debt or provide rights to guarantee debt, (B) retain or not dispose of assets, (C) make or refrain from making Tax elections, and/or (D) only dispose of assets in a particular manner. As used herein, “SSGT Subsidiary Partnership” means a SSGT Subsidiary that is treated as a partnership for United States federal income tax purposes.

(i) There are no Liens for Taxes upon any property or assets of SSGT or any SSGT Subsidiary except for Permitted Liens.

(j) There are no Tax allocation or sharing agreements or similar arrangements (other than Non-Tax Contracts) with respect to or involving SSGT or any SSGT Subsidiary, and after the Closing Date neither SSGT nor any SSGT Subsidiary shall be bound by any such Tax allocation or sharing agreements or similar arrangements or have any liability thereunder for amounts due in respect of periods prior to the Closing Date.

(k) Except for property Tax appeals made in the ordinary course of business, neither SSGT nor any SSGT Subsidiary has requested or received any written ruling of a Governmental Authority or entered into any written agreement with a Governmental Authority with respect to any Taxes, and neither SSGT nor any SSGT Subsidiary is subject to written ruling of a Governmental Authority.

(l) Neither SSGT nor any SSGT Subsidiary (i) has been a member of an affiliated group filing a consolidated United States federal income Tax Return or (ii) has any liability for the Taxes of any Person (other than any SSGT Subsidiary) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by Contract, or otherwise (other than pursuant to a Non-Tax Contract).

(m) Neither SSGT nor any SSGT Subsidiary has participated in any “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b).

(n) Neither SSGT nor any SSGT Subsidiary has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (i) in the two (2) years prior to the date of this Agreement or (ii) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with transactions contemplated by this Agreement.

(o) No written power of attorney that has been granted by SSGT or any SSGT Subsidiary (other than to SSGT or a SSGT Subsidiary) currently is in force with respect to any matter relating to Taxes, other than any power of attorney that will terminate on or before the Closing.

(p) To the Knowledge of SSGT, SSGT is a “domestically controlled qualified investment entity” within the meaning of Section 897(h)(4)(B) of the Code.

Section 4.14 Intellectual Property. Neither SSGT nor any SSGT Subsidiary: (a) owns any patents, registered trademarks, or registered copyrights; (b) has any pending applications or registrations for any

trademarks, patents or copyrights; or (c) is a party to any Contracts with respect to an exclusive license by SSGT or any SSGT Subsidiary of any trademarks or patents. Except as, individually or in the aggregate, would not reasonably be expected to have a SSGT Material Adverse Effect, (i) no Intellectual Property used by SSGT or any SSGT Subsidiary infringes or is alleged to infringe any Intellectual Property rights of any third party, (ii) to the Knowledge of SSGT, no Person is misappropriating, infringing or otherwise violating any Intellectual Property of SSGT or any SSGT Subsidiary, and (iii) SSGT and the SSGT Subsidiaries own or are licensed to use, or otherwise possess valid rights to use, all Intellectual Property necessary to conduct the business of SSGT and the SSGT Subsidiaries as it is currently conducted. Since December 31, 2015, neither SSGT nor any SSGT Subsidiary has received any written or, to the Knowledge of SSGT, verbal complaint, claim or notice alleging misappropriation, infringement or violation of any Intellectual Property rights of any third party.

Section 4.15 Insurance. Except as, individually or in the aggregate, would not reasonably be expected to have a SSGT Material Adverse Effect, all premiums due and payable under all material insurance policies and all material fidelity bonds or other material insurance Contracts providing coverage for SSGT and the SSGT Subsidiaries (the “SSGT Insurance Policies”) have been paid, and SSGT and the SSGT Subsidiaries have otherwise complied in all material respects with the terms and conditions of all SSGT Insurance Policies. No written notice of cancellation or termination has been received by SSGT or any SSGT Subsidiary with respect to any such policy which has not been replaced on substantially similar terms prior to the date of such cancellation.

Section 4.16 Benefit Plans.

(a) Other than the SSGT Equity Incentive Plan, SSGT and the SSGT Subsidiaries do not and are not required to, and have not and have never been required to, maintain, sponsor or contribute to any Benefit Plans. Neither SSGT nor any SSGT Subsidiary has any contract, plan or commitment, whether or not legally binding, to create any Benefit Plan.

(b) Except as, individually or in the aggregate, have not had and would not reasonably be expected to have SSGT Material Adverse Effect, none of SSGT, any SSGT Subsidiary or any of their respective ERISA Affiliates has incurred any obligation or liability with respect to or under any Benefit Plan or any other employee benefit plan, program or arrangement (including any agreement, program, policy or other arrangement under which any current or former employee, director or consultant of SSGT or any SSGT Subsidiary has any present or future right to benefits) which has created or will create any obligation with respect to, or has resulted in or will result in any liability to SST II or any SST II Subsidiary.

(c) Except as, individually or in the aggregate, have not had and would not reasonably be expected to have a SSGT Material Adverse Effect, the SSGT Equity Incentive Plan was established and has been administered in accordance with its terms and in compliance with all applicable Laws, including the Code; provided, however, that the SSGT Equity Incentive Plan has at all times been maintained and operated in compliance with Section 409A of the Code or an available exemption therefrom.

(d) None of SSGT, any SSGT Subsidiaries or any of their respective ERISA Affiliates has ever maintained, contributed to, or participated in, or otherwise has any obligation or liability in connection with: (i) a “pension plan” under Section 3(2) of ERISA that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code; (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA); (iii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); or (iv) a “multiple employer plan” (as defined in Section 413(c) of the Code).

(e) No amount that could be received (whether in cash or property or the vesting of property) as a result of the Mergers or any of the other transactions contemplated hereby (alone or in combination with any other event) by any Person who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) under any compensation arrangement could be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code).

(f) Neither SSGT nor any SSGT Subsidiary is a party to or has any obligation under any Contract, the SSGT Equity Incentive Plan or otherwise to compensate any Person for excise taxes payable pursuant to Section 4999 of the Code or for additional taxes payable pursuant to Section 409A of the Code.

(g) Neither SSGT nor any SSGT Subsidiary has, or has ever had, any employees on its payroll.

(h) Neither SSGT nor any SSGT Subsidiary, nor to the Knowledge of SSGT, any SSGT Manager, is a party or subject to any collective bargaining agreement or other Contract with a labor union or similar representative. To the Knowledge of SSGT, (i) there is no question concerning representation as to any collective bargaining representative concerning any employee of any SSGT Manager, and (ii) no labor union or similar organization is seeking to organize or represent any employee of any SSGT Manager.

(i) Neither SSGT nor any SSGT Subsidiary has ever qualified as an entity the assets of which are or were deemed (because of the investment in such entity by employee benefit plans or plans described in ERISA Section 3(3) or Code Section 4975(e)(1)) to include “plan assets” pursuant to Department of Labor Regulations Section 2510.3-101, as modified by ERISA Section 3(42). SSGT and the SSGT Subsidiaries have not been a party to, or to the Knowledge of SSGT, otherwise involved in, any “prohibited transaction” (as such term is defined in ERISA Section 406 and Code Section 4975), whether as a fiduciary or otherwise.

Section 4.17 Related Party Transactions. Except (i) for the SSGT Partnership Agreement or (ii) as described in the publicly available SSGT SEC Documents filed with or furnished to the SEC on or after January 1, 2018 and prior to the date hereof (the “SSGT Related Party Agreements”), no agreements, arrangements or understandings between SSGT or any SSGT Subsidiary (or binding on any of their respective properties or assets), on the one hand, and any other Person, on the other hand (other than those exclusively among SSGT and SSGT Subsidiaries), are in existence that are not, but are required to be, disclosed under Item 404 of Regulation S-K promulgated by the SEC.

Section 4.18 Brokers. No broker, investment banker or other Person (other than the SSGT Financial Advisor) is entitled to any brokerage, finder’s or other similar fee or commission in connection with the Mergers and the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of SSGT or any SSGT Subsidiary.

Section 4.19 Opinion of Financial Advisor. The SSGT Special Committee and the SSGT Board have received the opinion of KeyBanc Capital Markets, Inc. (the “SSGT Financial Advisor”) to the effect that, as of the date of such opinion and based on and subject to the assumptions, limitations, qualifications and conditions set forth therein, the consideration to be received by the holders of shares of SSGT Common Stock in the REIT Merger pursuant to this Agreement is fair, from a financial point of view, to the “unaffiliated holders” (as defined therein) of shares of SSGT Common Stock. SSGT has provided to SST II, solely for informational purposes, a complete and accurate copy of that opinion. The SST II Parties acknowledge that the opinion of the SSGT Financial Advisor is for the benefit of the SSGT Special Committee and the SSGT Board and that none of the SST II Parties shall be entitled to rely on that opinion for any purpose.

Section 4.20 Takeover Statutes. The SSGT Board has taken all action necessary to render inapplicable to the REIT Merger the restrictions on business combinations contained in Subtitle 6 of Title 3 of the MGCL. The restrictions on control share acquisitions contained in Subtitle 7 of Title 3 of the MGCL are not applicable to the REIT Merger. No other “business combination,” “control share acquisition,” “fair price,” “moratorium” or other takeover or anti-takeover statute or similar federal or state Law (collectively, “Takeover Statutes”) are applicable to this Agreement, the Mergers or the other transactions contemplated by this Agreement. No dissenters’, appraisal or similar rights are available to the holders of SSGT Common Stock with respect to the REIT Merger and the other transactions contemplated by this Agreement.

Section 4.21 Information Supplied. None of the information relating to SSGT or any SSGT Subsidiary contained or incorporated by reference in the Proxy Statement or that is provided by SSGT or any SSGT

Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (i) in the case of the Proxy Statement, at the time of the mailing thereof, at the time of the Stockholders Meeting or at the REIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (ii) in the case of any document to be filed by SST II with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 4.22 No Other Representations and Warranties.

(a) Except for the representations or warranties expressly set forth in this Article IV, none of the SSGT Parties or any other Person makes any representation or warranty, expressed or implied, with respect to SSGT or any SSGT Subsidiary, their respective businesses, operations, assets, liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding SSGT or any SSGT Subsidiary. In particular, without limiting the foregoing disclaimer, except for the representations and warranties expressly made by the SSGT Parties in this Article IV, none of the SSGT Parties or any other Person makes any representation or warranty to any SST II Party or any of their respective Affiliates or Representatives with respect to any written or oral information presented to the SST II Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the SSGT Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement.

(b) Notwithstanding anything contained in this Agreement to the contrary, each of the SSGT Parties acknowledges and agrees that (i) none of the SST II Parties or any other Person has made or is making any representations or warranties relating to the SST II Parties whatsoever, express or implied, beyond those expressly made by the SST II Parties in Article V, including any implied representation or warranty as to the accuracy or completeness of any information regarding any SST II Party furnished or made available to the SSGT Parties or any of their respective Representatives, and (ii) it has not relied and is not relying on any representations or warranties relating to the SST II Parties other than those expressly made by the SST II Parties in Article V.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE SST II PARTIES

Except as set forth in the disclosure letter prepared by the SST II Parties and delivered by the SST II Parties to the SSGT Parties prior to the execution and delivery of this Agreement (the “SST II Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the SST II Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other sections or subsections be cross-referenced); provided, that no disclosure shall qualify any Fundamental Representation unless it is set forth in the specific section or subsection of the SST II Disclosure Letter corresponding to such Fundamental Representation; provided, further, that nothing in the SST II Disclosure Letter is intended to broaden the scope of any representation or warranty of the SST II Parties made herein); the SST II Parties hereby jointly and severally represent and warrant to the SSGT Parties that:

Section 5.1 Organization and Qualification; Subsidiaries.

(a) SST II is a corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland and has the requisite corporate power and authority to own, lease and, to the extent

applicable, operate its properties and to carry on its business as it is now being conducted. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Maryland and has the requisite limited liability company power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each of SST II and Merger Sub is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a SST II Material Adverse Effect.

(b) SST II Operating Partnership is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the State of Delaware, and has the requisite limited partnership power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. SST II Operating Partnership is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a SST II Material Adverse Effect.

Section 5.2 Authority.

(a) Each of the SST II Parties has the requisite corporate, limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, including the Mergers. The execution and delivery of this Agreement by each of the SST II Parties and the consummation by the SST II Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate, limited partnership and limited liability company action, and no other corporate, limited partnership or limited liability company proceedings on the part of the SST II Parties are necessary to authorize this Agreement or the Mergers or to consummate the other transactions contemplated by this Agreement, subject, (i) with respect to the REIT Merger, to the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by, the SDAT in accordance with the MGCL and the MLLCA, and (ii) with respect to the Partnership Merger, to the filing of the Partnership Certificate of Merger with the Delaware SOS in accordance with the DRULPA.

(b) This Agreement has been duly executed and delivered by the SST II Parties, and assuming due authorization, execution and delivery by the SSGT Parties, constitutes a legally valid and binding obligation of the SST II Parties enforceable against the SST II Parties in accordance with its terms, subject to the Enforceability Exceptions.

(c) On the recommendation of the SST II Special Committee, the SST II Board has (i) determined that the terms of this Agreement, the Mergers and the other transactions contemplated by this Agreement are fair and reasonable and in the best interests of SST II and the holders of SST II’s common stock and SST II OP Units (other than the holder of the SST II Special Limited Partner Interest), and (ii) approved, authorized, adopted and declared advisable this Agreement and the consummation of the Mergers and the other transactions contemplated by this Agreement, which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way.

Section 5.3 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by each of the SST II Parties does not, and the performance of this Agreement and its obligations hereunder will not, (i) conflict with or violate any provision of (A) the SST II Governing Documents or the Merger Sub Governing Documents or (B) any equivalent

organizational or governing documents of any other SST II Subsidiary, (ii) assuming that all consents, approvals, authorizations and permits described in Section 5.3(b) have been obtained, all filings and notifications described in Section 5.3(b) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to SST II or any SST II Subsidiary or by which any property or asset of SST II or any SST II Subsidiary is bound, or (iii) require any consent or approval (except as contemplated by Section 5.3(b)) under, result in any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of SST II or any SST II Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to any other Person any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of SST II or any SST II Subsidiary pursuant to, any Contract or Permit to which SST II or any SST II Subsidiary is a party, except, as to clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not reasonably be expected to have a SST II Material Adverse Effect.

(b) The execution and delivery of this Agreement by each of the SST II Parties does not, and the performance of this Agreement by each of the SST II Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) the filing with the SEC of (A) the Proxy Statement and (B) such reports under, and other compliance with, the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT pursuant to the MGCL and the MLLCA, (iii) the filing of the Partnership Certificate of Merger with, and the acceptance for record of the Partnership Certificate of Merger by, the Delaware SOS pursuant to the DRULPA, (iv) such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, (v) the consents, authorizations, orders or approvals of each Governmental Authority listed in Section 8.1(a) of the SST II Disclosure Letter and (vi) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications which, individually or in the aggregate, would not reasonably be expected to have a SST II Material Adverse Effect.

Section 5.4 Solvency. Assuming the representations and warranties set forth in Article IV are true and correct, then immediately following the Closing, after giving effect to all of the transactions contemplated by this Agreement, the SST II Parties, taken as a whole and not individually, will be Solvent. For purposes of this Section 5.4, “Solvent” means that, with respect to the SST II Parties and as of any date of determination, (i) the amount of the “present fair saleable value” of the assets of the SST II Parties, taken as a whole, will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are generally determined in accordance with applicable federal laws governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of SST II Parties, taken as a whole, will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its indebtedness (including contingent and other liabilities) as its indebtedness becomes absolute and matured and (iii) SST II Parties, taken as a whole, will not have, as of such date, an unreasonably small amount of capital with which to conduct its business. For purposes of the foregoing definition, “will not have an unreasonably small amount of capital with which to conduct its business” and “required to pay the liability of the SST II Parties, taken as a whole, on its indebtedness (including contingent and other liabilities) as its indebtedness becomes absolute and matured” means that the SST II Parties, taken as a whole, will be able to generate enough cash from operations, asset dispositions or refinancings, or a combination thereof, to meet its obligations as they become due.

Section 5.5 Sufficient Funds. As of the REIT Merger Effective Time, the SST II Parties will have all of the funds necessary to consummate the REIT Merger and satisfy in full all obligations of the SST II Parties hereunder, including (i) payment of the amounts payable pursuant to Article 3 and (ii) payment of all Expenses of the SSGT Parties, the SST II Parties, the Surviving Entity and the Surviving Partnership.

Section 5.6 Litigation. There is no Action pending or, to the Knowledge of SST II, threatened against SST II or any SST II Subsidiary or any of its or their respective properties or assets that would reasonably be expected to have, individually or in the aggregate, a SST II Material Adverse Effect.

Section 5.7 Ownership of SSGT Common Stock. None of SST II, Merger Sub, any SST II Subsidiary or any of their respective Affiliates is, or at any time during the last five (5) years has been, an “interested stockholder” or an “affiliate” of an interested stockholder of SSGT, each as defined in Section 3-601 of the MGCL. Neither SST II nor any SST II Subsidiary, nor any of their respective Affiliates, beneficially owns, directly or indirectly (other than investments made in the ordinary course of business in their investment portfolios that, in the aggregate, do not exceed five percent (5%) of the SSGT Common Stock), any shares of SSGT Common Stock or other securities convertible into, exchangeable for or exercisable for shares of SSGT Common Stock or any securities of any SSGT Subsidiary and neither SST II nor any of the SST II Subsidiaries has any rights to acquire any shares of SSGT Common Stock (except in the manner contemplated by this Agreement).

Section 5.8 Information Supplied. None of the information, if any, relating to SST II or any SST II Subsidiary that is provided by SST II or any SST II Subsidiary in writing for inclusion in the Proxy Statement or in any document filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the case of the Proxy Statement, at the time of the mailing thereof, at the time of the Stockholders Meeting or at the REIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of any other document to be filed by SST II with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 5.9 No Other Representations and Warranties.

(a) Except for the representations and warranties contained in this Article V, none of the SST II Parties or any other Person makes any other representation or warranty, expressed or implied, with respect to SST II or any SST II Subsidiary.

(b) Notwithstanding anything contained in this Agreement to the contrary, each of the SST II Parties acknowledges and agrees that (i) none of the SSGT Parties or any other Person has made or is making any representations or warranties relating to the SSGT Parties whatsoever, express or implied, beyond those expressly made by the SSGT Parties in Article IV, including any implied representation or warranty as to the accuracy or completeness of any information regarding any SSGT Party furnished or made available to the SST II Parties or any of their respective Representatives, and (ii) it has not relied and is not relying on any representations or warranties relating to the SSGT Parties other than those expressly made by the SSGT Parties in Article IV.

ARTICLE VI.

COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGERS

Section 6.1 Conduct of Business by SSGT.

(a) SSGT covenants and agrees that, between the date of this Agreement and the earlier to occur of the REIT Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (i) to the extent required by Law, (ii) as may be consented to in advance in writing by SST II (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, expressly required or expressly permitted by this Agreement, or (iv) as set forth

in Section 6.1(a) or Section 6.1(b) of the SSGT Disclosure Letter, each of the SSGT Parties shall, and shall cause each of the other SSGT Subsidiaries to, (A) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (B) use all reasonable efforts to (1) maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or any reason outside of SSGT’s control excepted), (2) continue the development of any properties currently under construction in accordance with the applicable development agreements and budgets, (3) preserve intact its current business organization, goodwill, ongoing businesses and significant relationships with third parties and (4) maintain the status of SSGT as a REIT.

(b) Without limiting the generality of the foregoing, SSGT covenants and agrees that, during the Interim Period, except (1) to the extent required by Law, (2) as may be consented to in advance in writing by SST II (which consent shall not be unreasonably withheld, delayed or conditioned), (3) as may be expressly contemplated, expressly required or expressly permitted by this Agreement, or (4) as set forth in Section 6.1(a) or Section 6.1(b) of the SSGT Disclosure Letter, the SSGT Parties shall not, and shall not cause or permit any other SSGT Subsidiary to, do any of the following:

(i) (A) amend or propose to amend (1) the SSGT Governing Documents or (2) such equivalent organizational or governing documents of any SSGT Subsidiary material to SSGT and the SSGT Subsidiaries, or (B) waive the stock ownership limit or create an Excepted Holder Limit (as defined in the SSGT Charter) under the SSGT Charter;

(ii) adjust, split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of SSGT or any SSGT Subsidiary (other than any Wholly Owned SSGT Subsidiary);

(iii) declare, set aside or pay any dividend on or make any other actual, constructive or deemed distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of SSGT or any SSGT Subsidiary or other equity securities or ownership interests in SSGT or any SSGT Subsidiary or otherwise make any payment to its or their stockholders or other equity holders in their capacity as such, except for (A) the declaration and payment by SSGT of regular dividends in accordance with past practice at a daily rate not to exceed $0.0000000000 per share, (B) the declaration and payment by SSGT Operating Partnership of regular distributions in accordance with past practice and for any interim period through the Closing Date, on the SSGT OP Units, (C) the declaration and payment of dividends or other distributions to SSGT by any directly or indirectly Wholly Owned SSGT Subsidiary, and (D) distributions by any SSGT Subsidiary that is not wholly owned, directly or indirectly, by SSGT, in accordance with the requirements of the organizational documents of such SSGT Subsidiary; provided, that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(b)(iii), SSGT and any SSGT Subsidiary shall be permitted to make distributions, including under Sections 858 or 860 of the Code, reasonably necessary for SSGT to maintain its status as a REIT under the Code and avoid or reduce the imposition of any entity level income or excise Tax under the Code;

(iv) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of SSGT or a SSGT Subsidiary (other than (A) redemptions of SSGT OP Units pursuant to the SSGT Partnership Agreement and (B) any acquisition of shares of SSGT Common Stock contemplated under Article VI of the SSGT Charter);

(v) except (A) for transactions among SSGT and one or more Wholly Owned SSGT Subsidiaries or among one or more Wholly Owned SSGT Subsidiaries, (B) for SSGT OP Units which may be issued to SSGT Advisor in redemption of the SSGT Special Limited Partner Interest, or (C) as otherwise contemplated in Section 6.1(b)(vi), issue, sell, pledge, dispose, encumber or grant any shares of SSGT’s capital stock or any of the SSGT Subsidiaries’ capital stock (including SSGT OP Units), or

any options, warrants, convertible securities or other rights of any kind to acquire any shares of SSGT’s capital stock or any of the SSGT Subsidiaries’ capital stock or other equity interests;

(vi) acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real or personal property, corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof, except (A) acquisitions by SSGT or any Wholly Owned SSGT Subsidiary of or from an existing Wholly Owned SSGT Subsidiary and (B) other acquisitions of personal property for a purchase price of less than $500,000 in the aggregate;

(vii) sell, mortgage, pledge, lease, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect to, any property or assets, except in the ordinary course of business consistent with past practice; provided, that (A) any sale, mortgage, pledge, lease, assignment, transfer, disposition or deed in connection with (1) the potential sale of the San Antonio Property, (2) the satisfaction of any margin call or (3) the posting of collateral in connection with any Contract to which SSGT or any SSGT Subsidiary is a party, shall be considered to be done in the ordinary course of business consistent with past practice, and (B) this Section 6.1(b)(vii) shall not prohibit SSGT or any SSGT Subsidiary from effecting a deed in lieu of foreclosure if the failure to do so would result in personal or recourse liability to SSGT, any SSGT Subsidiary or any of their respective Affiliates under any Indebtedness;

(viii) incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of SSGT or any of the SSGT Subsidiaries, except (A) Indebtedness incurred under SSGT’s existing debt facilities in the ordinary course of business consistent with past practice (including to the extent necessary to pay dividends permitted by Section 6.1(b)(iii)), (B) funding any transactions permitted by this Section 6.1(b), (C) Indebtedness that does not, in the aggregate, exceed $500,000 and (D) refinancing of existing Indebtedness (provided that the terms of such new Indebtedness shall not be materially more onerous on SSGT compared to the existing Indebtedness and the principal amount of such replacement Indebtedness shall not be materially greater than the Indebtedness it is replacing);

(ix) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of another entity, other than (A) by SSGT or a Wholly Owned SSGT Subsidiary to SSGT or a Wholly Owned SSGT Subsidiary and (B) investments permitted pursuant to Section 6.1(b)(vi);

(x) enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any SSGT Material Contract (or any Contract that, if existing as of the date hereof, would be a SSGT Material Contract), other than (A) any termination, renewal, modification or amendment in accordance with the terms of any existing SSGT Material Contract (1) that occurs automatically without any action (other than notice of renewal) by SSGT or any SSGT Subsidiary or (2) occurs in connection with the exercise by a third party of any preferential rights or options granted to such third party under the applicable SSGT Material Contract or (B) as may be reasonably necessary to comply with the terms of this Agreement;

(xi) make any payment, direct or indirect, of any liability of SSGT or any SSGT Subsidiary before the same comes due in accordance with its terms, other than (A) in the ordinary course of business consistent with past practice or (B) in connection with dispositions or refinancings of any Indebtedness otherwise permitted hereunder;

(xii) waive, release, assign, settle or compromise any Action, other than waivers, releases, assignments, settlements or compromises that (A) with respect to the payment of monetary damages,

involve only the payment of monetary damages (excluding any portion of such payment payable under an existing property-level insurance policy) (1) equal to or less than the amounts specifically reserved with respect thereto on the most recent balance sheet of SSGT included in the SSGT SEC Documents filed and publicly available prior to the date of this Agreement or (2) that do not exceed $200,000 individually or $500,000 in the aggregate, (B) do not involve the imposition of injunctive relief against SSGT or any SSGT Subsidiary or the Surviving Entity, (C) do not provide for any admission of material liability by SSGT or any of the SSGT Subsidiaries, excluding in each case any such matter relating to Taxes (which, for the avoidance of doubt, shall be covered by Section 6.1(b)(xviii)), and (D) with respect to any Action involving any present, former or purported holder or group of holders of SSGT Common Stock in accordance with Section 7.6(c);

(xiii) (A) hire any employee or hire or terminate any officer or director of SSGT or any SSGT Subsidiary, (B) increase in any manner the amount, rate or terms of compensation or benefits of any of SSGT’s directors (except for any reasonable compensation that may be payable to the members of the SSGT Special Committee), or (C) enter into, adopt, amend or terminate any employment, bonus, severance or retirement Contract or Benefit Plan or other compensation or employee benefits arrangement, except as may be required to comply with applicable Law;

(xiv) fail to maintain all financial books and records in all material respects in accordance with GAAP or make any material change to its methods of accounting in effect at December 31, 2017, except as required by a change in GAAP or in applicable Law, or make any change with respect to accounting policies, principles or practices unless required by GAAP or the SEC;

(xv) enter into any new line of business;

(xvi) form any new funds, joint ventures or non-traded real estate investment trusts or other pooled investment vehicles;

(xvii) fail to duly and timely file all material reports and other material documents required to be filed with any Governmental Authority, subject to extensions permitted by Law;

(xviii) enter into or modify in a manner adverse to SSGT any SSGT Tax Protection Agreement, make, change or rescind any material election relating to Taxes, change a material method of Tax accounting, file or amend any material Tax Return, settle or compromise any material federal, state, local or foreign Tax liability, audit, claim or assessment, enter into any material closing agreement related to Taxes, or knowingly surrender any right to claim any material Tax refund, except, in each case, (A) to the extent required by Law or (B) to the extent necessary (1) to preserve SSGT’s qualification as a REIT under the Code or (2) to qualify or preserve the status of any SSGT Subsidiary as a disregarded entity or partnership for United States federal income tax purposes or as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be;

(xix) take any action that would, or fail to take any action, the failure of which to be taken would, reasonably be expected to cause SSGT to fail to qualify as a REIT or any SSGT Subsidiary to cease to be treated as any of (A) a partnership or disregarded entity for federal income tax purposes or (B) a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be;

(xx) other than as permitted by Section 6.1(b)(vi) above, make or commit to make any recurring capital expenditures that are in excess of $750,000 per quarter in the aggregate;

(xxi) adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy

reorganization, except in connection with any transaction permitted by Section 6.1(b)(vi) or Section 6.1(b)(vii) in a manner that would not reasonably be expected to be materially adverse to SSGT or to prevent or impair the ability of the SSGT Parties to consummate the Mergers;

(xxii) amend or modify the engagement letters entered into with the SSGT Financial Advisor in a manner adverse to SSGT or any SSGT Subsidiary;

(xxiii) take any action that would, or fail to take any action the failure of which to be taken would, reasonably be expected to cause SSGT or any SSGT Subsidiary to be deemed to include “plan assets” or to be involved in a “prohibited transaction” (as both such terms are defined in Section 4.16(i) hereof); or

(xxiv) authorize, or enter into any Contract to do any of the foregoing.

(c) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit SSGT from taking any action, at any time or from time to time, that in the reasonable judgment of the SSGT Board, upon advice of counsel to SSGT, is reasonably necessary (i) for SSGT to avoid or to continue to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the REIT Merger Effective Time or (ii) to establish or maintain any exemption from or otherwise avoid the imposition of any requirement that SSGT or any SSGT Subsidiary be registered as an investment company under the Investment Company Act, including in the case of clause (i) only, making dividend or any other actual, constructive or deemed distribution payments to stockholders of SSGT in accordance with this Agreement or otherwise as permitted pursuant to Section 6.1(b)(iii).

Section 6.2 Conduct of Business by SST II.

(a) SST II covenants and agrees that, during the Interim Period, the SST II Parties shall not, and shall not cause or permit any other SST II Subsidiary to, (i) take any action that is intended, or would reasonably be expected, to result in any of the conditions to the Mergers becoming incapable of being satisfied, or (ii) take any action or fail to take any action which would, or would reasonably be expected to, prevent, materially delay or materially impede the ability of SSGT and Merger Sub to consummate the REIT Merger, or the ability of SST II Operating Partnership and SSGT Operating Partnership to consummate the Partnership Merger, or the ability of any of the SST II Parties or the SSGT Parties to complete the other transactions contemplated by this Agreement.

(b) Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit SST II from taking any action, at any time or from time to time, that in the reasonable judgment of the SST II Board, upon advice of counsel to SST II, is reasonably necessary (i) for SST II to avoid or to continue to avoid incurring entity level income or excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the REIT Merger Effective Time or (ii) to establish or maintain any exemption from or otherwise avoid the imposition of any requirement that SST II or any SST II Subsidiary be registered as an investment company under the Investment Company Act.

Section 6.3 No Control of SSGT Business. Nothing contained in this Agreement shall give SST II, directly or indirectly, the right to control or direct SSGT or any SSGT Subsidiary’s operations prior to the REIT Merger Effective Time. Prior to the REIT Merger Effective Time, SSGT shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and the SSGT Subsidiaries’ respective operations.

ARTICLE VII.

ADDITIONAL COVENANTS

Section 7.1 Preparation of the Proxy Statement; Stockholder Approval.

(a) As promptly as reasonably practicable following the date of this Agreement, SSGT shall prepare the Proxy Statement in preliminary form with respect to the Stockholders Meeting and, after consultation with and review by SST II, file the preliminary Proxy Statement with the SEC; provided, however, that in no event shall SSGT be obligated to file the preliminary Proxy Statement with the SEC prior to the Go Shop Period End Time. SSGT shall use its reasonable best efforts to (i) obtain and furnish the information required to be included by the SEC in the Proxy Statement, respond, after consultation with SST II, promptly to any comments made by the SEC with respect to the Proxy Statement, and (ii) promptly upon the earlier of (A) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (B) the conclusion of any SEC review of the preliminary Proxy Statement, cause a definitive Proxy Statement to be mailed to SSGT’s stockholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, re-solicit proxies; provided, however, that no such amended or supplemental proxy materials will be filed with the SEC or mailed by SSGT without consultation with and review by SST II. SSGT shall promptly notify SST II of the receipt of any comments from the SEC and of any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall promptly supply SST II with copies of all written correspondence between SSGT or its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Mergers or any of the other transactions contemplated by this Agreement. SST II shall reasonably cooperate with SSGT in connection with the preparation of the Proxy Statement, including furnishing to SSGT any and all information regarding SST II, Merger Sub, SST II Operating Partnership, other SST II Subsidiaries and their respective Affiliates as may be required to be disclosed therein. The Proxy Statement shall contain the SSGT Board Recommendation, except to the extent that the SSGT Board shall have effected an Adverse Recommendation Change, as permitted by and determined in accordance with Section 7.3.

(b) If at any time prior to the Stockholders Meeting any event or circumstance relating to SSGT or SST II or any of their respective subsidiaries or Affiliates, or their respective officers or directors, should be discovered by SSGT or SST II, as the case may be, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, SSGT or SST II, as the case may be, shall promptly inform the other Party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the holders of SSGT Common Stock. All documents that SSGT is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act.

(c) Subject to SSGT’s rights with respect to a Superior Proposal or Intervening Event under Section 7.3, SSGT shall, as promptly as reasonably practicable following the date of this Agreement, in accordance with applicable Law and the SSGT Governing Documents, duly call, give notice of, convene and hold the Stockholders Meeting; provided, however, that in no event shall SSGT be obligated to file the preliminary Proxy Statement with the SEC prior to the Go Shop Period End Time. SSGT shall, through the SSGT Board, (i) make the SSGT Board Recommendation and (ii) use its reasonable best efforts to solicit the Stockholder Approval (including by soliciting proxies from SSGT’s stockholders), except to the extent that the SSGT Board shall have effected an Adverse Recommendation Change, as permitted by and determined in accordance with Section 7.3. SSGT shall keep SST II updated with respect to proxy solicitation results as reasonably requested by SST II. Notwithstanding anything to the contrary contained in this Agreement: (i) SSGT’s obligation to duly call, give notice of, convene and hold the Stockholders Meeting shall be unconditional unless this Agreement is terminated in accordance with its terms and shall not be affected by any

Adverse Recommendation Change as permitted and determined in accordance with Section 7.3; and (ii) SSGT may adjourn or postpone the Stockholders Meeting (A) after consultation with SST II, to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to the holders of SSGT Common Stock sufficiently in advance of a vote on the REIT Merger to ensure that such vote occurs on the basis of full and complete information as required under applicable Law or (B) after consent by SST II, if additional time is reasonably required to solicit proxies representing a sufficient number of shares of SSGT Common Stock to obtain the Stockholder Approval.

Section 7.2 Access to Information; Confidentiality.

(a) During the Interim Period, to the extent permitted by applicable Law: (i) SSGT shall, and shall cause the SSGT Subsidiaries to, afford to SST II and its Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their properties, offices, books, Contracts, personnel and records; and (ii) SSGT shall, and shall cause the SSGT Subsidiaries to, and shall use its reasonable best efforts to cause its Representatives to, furnish reasonably promptly to SST II any information concerning SSGT or the SSGT Subsidiaries (including with respect to any pending or threatened Action) as SST II may reasonably request. In connection with such reasonable access to information, SSGT shall use its reasonable best efforts to cause its Representatives to participate in meetings and telephone conferences with SST II and its Representatives prior to the mailing of any Proxy Statement, prior to the Stockholders Meeting and at such other times as may be reasonably requested. No investigation under this Section 7.2(a) or otherwise shall affect any of the representations and warranties of the Parties contained in this Agreement or any condition to the obligations of the Parties under this Agreement. Notwithstanding the foregoing, SSGT shall not be required by this Section 7.2(a) to provide SST II or its Representatives with access to or to disclose information (i) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice or in accordance with this Agreement (provided, however, SSGT shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (ii) the disclosure of which would violate any Law applicable to SSGT, any of the SSGT Subsidiaries or any of their respective Representatives (provided, however, that SSGT shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (iii) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that SSGT shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (iv) for the purpose of allowing SST II or its Representatives to collect samples of soil, air, water, groundwater or building materials. SST II will use its reasonable best efforts to minimize any disruption to the business of SSGT and the SSGT Subsidiaries that may result from the requests for access, data and information hereunder. Prior to the REIT Merger Effective Time, SST II shall not, and shall cause the SST II Subsidiaries and their respective Representatives and Affiliates not to, contact or otherwise communicate with parties with which SSGT or any SSGT Subsidiaries has a business relationship regarding the business of SSGT and the SSGT Subsidiaries or this Agreement and the transactions contemplated by this Agreement without the prior written consent of SSGT (provided, that, for the avoidance of doubt, nothing in this Section 7.2(a) shall be deemed to restrict SST II from contacting such parties in pursuing the business of SST II operating in the ordinary course).

(b) SST II will hold, and will cause the SST II Subsidiaries and their respective Representatives and Affiliates to hold, any non-public information, including any information exchanged pursuant to this Section 7.2, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement, which shall remain in full force and effect pursuant to the terms thereof notwithstanding the execution and delivery of this Agreement or the termination of this Agreement.

Section 7.3 No Solicitation of Transactions.

(a) Notwithstanding anything to the contrary contained in this Agreement but subject to Section 7.3(f), during the period beginning on the date of this Agreement and continuing until 11:59 p.m. (New York City time) on November 15, 2018 (the “Go Shop Period End Time”), SSGT, the SSGT Subsidiaries and their respective Representatives may and shall have the right to, directly or indirectly: (i) initiate, solicit, encourage or facilitate any inquiries or the making of any proposal, offer or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, including by way of (A) contacting third parties, (B) broadly disseminating public disclosure or (C) providing access to the properties, offices, assets, books, records and personnel of SSGT and the SSGT Subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or more Acceptable Confidentiality Agreements; provided, however, that SSGT has previously or substantially contemporaneously furnished, made available or provided access to such non-public information to SST II; (ii) enter into, continue or otherwise participate in any discussions or negotiations with any Person relating to, or in furtherance of such inquiries, proposals, offers or other actions or to obtain, an Acquisition Proposal; (iii) release any Person from, or refrain from enforcing, any standstill agreement or similar obligation to SSGT or any of the SSGT Subsidiaries; and (iv) disclose to the stockholders of SSGT any information required to be disclosed under applicable Law; provided, however, that in the case of this clause (iv), to the extent any such disclosure addresses the approval, recommendation or declaration of advisability by the SSGT Board with respect to this Agreement or an Acquisition Proposal, such disclosure shall be deemed to be an Adverse Recommendation Change if not accompanied by an express public re-affirmation of the SSGT Board Recommendation. For purposes of this Agreement, the term “Go Shop Bidder” shall mean any Person (including its controlled Affiliates and Representatives) that submits a proposal or offer regarding an Acquisition Proposal not later than the Go Shop Period End Time that has not been withdrawn and that the SSGT Special Committee determines prior to the Go Shop Period End Time (or in the case of any Acquisition Proposal received less than five (5) Business Days before the date of the Go Shop Period End Time, not later than five (5) Business Days after the Go Shop Period End Time) has resulted in, or would be reasonably expected to result in, a Superior Proposal; provided, that a Go Shop Bidder shall cease to be a Go Shop Bidder if the negotiations between SSGT and such Go Shop Bidder with respect to the Acquisition Proposal that resulted in such Go Shop Bidder becoming a Go Shop Bidder shall have been terminated. No later than two (2) Business Days after the Go Shop Period End Time, SSGT shall notify SST II in writing of the identity of each Go Shop Bidder and provide to SST II (A) a copy of any related Acquisition Proposal made in writing and any other written material terms or proposals provided (including, to the extent not included therein, a copy of the acquisition agreement and any related transaction documents and financing commitments, if any) to SSGT or any SSGT Subsidiary and (B) a written summary of the material terms of any related Acquisition Proposal not made in writing (including any material terms proposed orally or supplementally).

(b) Except as permitted by, and subject to, Section 7.3(c), Section 7.3(d), Section 7.3(e) and Section 7.3(f), and except with respect to a Go Shop Bidder, from and after the Go Shop Period End Time, SSGT shall not, and shall cause each of the SSGT Subsidiaries not to, and shall not authorize or permit any of its or their Representatives to, (i) initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal, offer or other action that constitutes any Acquisition Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations with any Person, or furnish to any Person other than a SST II Party or their Representatives, any non-public information, in furtherance of such inquiries or to obtain an Acquisition Proposal, (iii) release any Person from or fail to enforce any standstill agreement or similar obligation to SSGT or any SSGT Subsidiary, (iv) withdraw, modify or amend the SSGT Board Recommendation in any manner adverse to SST II or fail to make the SSGT Board Recommendation or fail to include the SSGT Board Recommendation in the Proxy Statement, (v) approve, endorse or recommend any Acquisition Proposal (any event described in clause (iv) or this clause (v), whether taken by the SSGT Board or a committee thereof, an “Adverse Recommendation Change”), (vi) enter into any agreement in principle, arrangement, understanding, contract or agreement (whether binding or not) contemplating or otherwise relating to an Acquisition Proposal, or (vii) take any action to exempt any Person from any Takeover Statute or similar restrictive provision of the SSGT Organizational Documents. In furtherance of the foregoing, SSGT shall, and shall cause (A) each SSGT

Subsidiary and (B) each Representative of SSGT and the SSGT Subsidiaries to, immediately cease any discussions, negotiations or communications with any Person with respect to any Acquisition Proposal or potential Acquisition Proposal (other than as permitted by Section 7.3(a), Section 7.3(c) or Section 7.3(d)) and shall immediately terminate all physical and electronic data room access previously granted to any such person. SSGT agrees that in the event any Representative of SSGT or any SSGT Subsidiary takes any action that, if taken by SSGT or a SSGT Subsidiary, would constitute a material violation of this Section 7.3(b), then SSGT shall be deemed to be in violation of this Section 7.3(b) for all purposes of this Agreement.

(c) At any time prior to the date that is five (5) Business Days after the Go Shop Period End Time, the SSGT Board may, if the SSGT Board determines in good faith (and based on the recommendation of the SSGT Special Committee after consultation with its legal advisor) that failing to do so would be inconsistent with the directors’ duties under applicable Law, upon receipt by SSGT of an Acquisition Proposal from a Go Shop Bidder that constitutes a Superior Proposal, give notice of its intention to terminate this Agreement pursuant to Section 9.1(c)(ii) and enter into an agreement related to such Superior Proposal, provided, that:

(i) SSGT has notified SST II in writing that the SSGT Board intends to enter into an agreement relating to such Superior Proposal, attaching the most current version of such agreement (including any amendments, supplements or modifications) to such notice (a “SSGT Notice of Intention”); and

(ii) during the five (5) Business Day period following SST II’s receipt of a SSGT Notice of Intention, SSGT shall have offered to negotiate with (and, if accepted, negotiated in good faith with), and shall have caused its respective financial and legal advisors to offer to negotiate with (and, if accepted, negotiate in good faith with), SST II in making adjustments to the terms and conditions of this Agreement such that the Superior Proposal ceases to be a Superior Proposal; provided, that any amendment, supplement or modification to any Acquisition Proposal shall be deemed a new Acquisition Proposal and SSGT may not enter into any such Superior Proposal pursuant this Section 7.3(c) unless SSGT has complied with the requirements of this Section 7.3(c) with respect to such Acquisition Proposal including sending a SSGT Notice of Intention (except that the new negotiation period under this Section 7.3(c) shall be three (3) Business Days instead of five (5) Business Days).

(d) At any time beginning on the sixth (6th) Business Day after the Go Shop Period End Time and prior to receipt of the Stockholder Approval, the SSGT Board may, if the SSGT Board determines in good faith (and based on the recommendation of the SSGT Special Committee after consultation with its legal advisor) that the failure to do so would be inconsistent with the directors’ duties under applicable Law, upon receipt by SSGT of an Acquisition Proposal that constitutes a Superior Proposal (whether or not from a Go Shop Bidder), make an Adverse Recommendation Change (and SSGT may terminate this Agreement in accordance with Section 9.1(c)(iii) and enter into an agreement related to such Superior Proposal); provided, that:

(i) (A) such Acquisition Proposal did not result from SSGT’s material breach of its obligations under this Section 7.3, and (B) the SSGT Board has determined in good faith (and based on the recommendation of the SSGT Special Committee after consultation with its legal and financial advisors) that such Acquisition Proposal constitutes a Superior Proposal and that the failure of SSGT to make an Adverse Recommendation Change would be inconsistent with the directors’ duties under applicable Law, taking into account all adjustments to the terms of this Agreement that may be offered by SST II pursuant to Section 7.3(d)(iii);

(ii) SSGT has notified SST II in writing that the SSGT Board intends to make an Adverse Recommendation Change (a “Adverse Recommendation Change Notice”); and

(iii) during the five (5) Business Day period following SST II’s receipt of an Adverse Recommendation Change Notice, SSGT shall have offered to negotiate with (and, if accepted,

negotiated in good faith with), and shall have caused its respective financial and legal advisors to offer to negotiate with (and, if accepted, negotiate in good faith with), SST II in making adjustments to the terms and conditions of this Agreement such that in circumstances involving or relating to an Acquisition Proposal, the Superior Proposal ceases to be a Superior Proposal; provided that any change in the consideration offered or any other material amendment, supplement or modification to any Acquisition Proposal shall be deemed a new Acquisition Proposal and SSGT may not make an Adverse Recommendation Change unless SSGT has complied with the requirements of this Section 7.3(d) with respect to each such new Acquisition Proposal including sending an Adverse Recommendation Change Notice with respect to each such new Acquisition Proposal (except that the new negotiation period under this Section 7.3(d)(iii) shall be three (3) Business Days instead of five (5) Business Days). Notwithstanding anything in this Section 7.3(d)(iii), SST II’s rejection of SSGT’s offer to negotiate pursuant to this Section 7.3(d)(iii) shall not have any bearing on SST II’s right to terminate this Agreement pursuant to Section 9.1(d)(ii) herein.

(e) At any time prior to receipt of the Stockholder Approval and subject to Section 7.1(c), the SSGT Board may, if the SSGT Board determines in good faith (and based on the recommendation of the SSGT Special Committee after consultation with its legal advisor) that the failure to do so would be inconsistent with the directors’ duties under applicable Law, make an Adverse Recommendation Change in response to an Intervening Event.

(f) Nothing in this Section 7.3 or elsewhere in this Agreement shall prevent the SSGT Board or SSGT, directly or indirectly, from (i) taking and disclosing to the stockholders of SSGT a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act with respect to an Acquisition Proposal, making any required disclosure to the stockholders of SSGT under applicable Law, including Rule 14d-9 promulgated under the Exchange Act or Item 1012(a) of Regulation M-A or (ii) making any disclosure to the stockholders of SSGT if the SSGT Board determines in good faith (and based on the recommendation of the SSGT Special Committee after consultation with its legal advisors) that the failure to do so would be inconsistent with the directors’ duties under applicable Law; provided, however, that to the extent any such disclosure addresses the approval, recommendation or declaration of advisability by the SSGT Board with respect to this Agreement or an Acquisition Proposal, such disclosure shall be deemed to be an Adverse Recommendation Change if not accompanied by an express public re-affirmation of the SSGT Board Recommendation.

(g) For purposes of this Agreement:

(i) “Acquisition Proposal” means any proposal or offer, whether in one transaction or a series of related transactions, relating to any (A) merger, consolidation, share exchange, business combination or similar transaction involving SSGT or any SSGT Subsidiary that would constitute a “significant subsidiary” (as defined in Rule 1-02 of Regulation S-X), (B) sale or other disposition, by merger, consolidation, share exchange, business combination or any similar transaction, of any assets of SSGT or any of the SSGT Subsidiaries representing 20% or more of the consolidated assets of SSGT and the SSGT Subsidiaries, taken as a whole, (C) issue, sale or other disposition by SSGT or any of the SSGT Subsidiaries of (including by way of merger, consolidation, share exchange, business combination or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 20% or more of the votes associated with the outstanding shares of SSGT Common Stock, (D) tender offer or exchange offer in which any Person or “group” (as such term is defined under the Exchange Act) shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, of 20% or more of the votes associated with the outstanding shares of SSGT Common Stock, (E) recapitalization, restructuring, liquidation, dissolution or other similar type of transaction with respect to SSGT in which a third party shall acquire beneficial ownership of 20% or more of the outstanding shares of SSGT Common Stock, or (F) transaction that is similar in form, substance or purpose to any of the foregoing transactions; provided, however, that the term “Acquisition Proposal” shall not include (1) the Mergers

or any of the other transactions contemplated by this Agreement or (2) any merger, consolidation, business combination, reorganization, recapitalization or similar transaction solely among SSGT and one or more of the SSGT Subsidiaries or solely among the SSGT Subsidiaries.

(ii) “Superior Proposal” means a written Acquisition Proposal made by a third party (except for purposes of this definition, the references in the definition of “Acquisition Proposal” to “20%” shall be replaced with “50%”) which the SSGT Board (based on the recommendation of the SSGT Special Committee after consultation with its legal and financial advisors) determines in its good faith judgment (after taking into account (A) all of the terms and conditions of the Acquisition Proposal and this Agreement (as it may be proposed to be amended by SST II) and (B) the feasibility and certainty of consummation of such Acquisition Proposal on the terms proposed (taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal that the SSGT Board deems relevant and conditions to consummation thereof)) to be more favorable from a financial point of view to the stockholders of SSGT (in their capacities as stockholders) than the Mergers and the other transactions contemplated by this Agreement (as it may be proposed to be amended by SST II).

Section 7.4 Public Announcements. Except with respect to any Adverse Recommendation Change or any action taken pursuant to, and in accordance with, Section 7.1 or Section 7.3, so long as this Agreement is in effect, the Parties shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement or any of the transactions contemplated by this Agreement, and none of the Parties shall issue any such press release or make any such public statement or filing prior to obtaining the other Parties’ consent (which consent shall not be unreasonably withheld, delayed or conditioned); provided, that a Party may, without obtaining the other Parties’ consent, issue such press release or make such public statement or filing as may be required by Law or Order if it is not possible to consult with the other Party before making any public statement with respect to this Agreement or any of the transactions contemplated by this Agreement. The Parties have agreed upon the form of a joint press release announcing the Mergers and the execution of this Agreement, and shall make such joint press release no later than one (1) Business Day following the date on which this Agreement is signed.

Section 7.5 Appropriate Action; Consents; Filings.

(a) Upon the terms and subject to the conditions set forth in this Agreement, each of the SSGT Parties and each of the SST II Parties shall and shall cause the other SSGT Subsidiaries and the other SST II Subsidiaries, respectively, and their respective Affiliates to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the Mergers and the other transactions contemplated by this Agreement, including (i) taking all actions necessary to cause the conditions to Closing set forth in Article VIII to be satisfied, (ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) obtaining all necessary or advisable actions or nonactions, waivers, consents and approvals from Governmental Authorities or other Persons necessary in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement and the making of all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Authority or other Persons necessary in connection with the consummation of the Mergers and the other transactions contemplated by this Agreement, (iv) subject to Section 7.6(c), defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Mergers or the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, the avoidance of each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Authority with respect to the

Mergers so as to enable the Closing to occur as soon as reasonably possible, and (v) executing and delivering any additional instruments necessary or advisable to consummate the Mergers and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement; provided, that no Party will have any obligation (A) to propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of such Party, any of its subsidiaries (including subsidiaries of SST II after the Closing) or their Affiliates or (B) otherwise to take or commit to take any actions that would limit the freedom of such Party, its subsidiaries (including subsidiaries of SST II after the Closing) or their Affiliates with respect to, or their ability to retain, one or more of their businesses, product lines or assets.

(b) In connection with and without limiting the foregoing Section 7.5(a), each of the Parties shall give (or shall cause their respective Affiliates to give) any notices to third parties, and each of the Parties shall use, and cause each of their respective Affiliates to use, its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Mergers and the other transactions contemplated by this Agreement. Each of the Parties will, and shall cause their respective Affiliates to, furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority and will cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Authority with respect to this Agreement. To the extent reasonably practicable, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult the others on, all the information relating to the other and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority in connection with the Mergers and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, neither Party shall, nor shall they permit their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing, investigation or other inquiry without giving the other Party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other Party the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Authority.

(c) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than any Governmental Authority) with respect to the Mergers and the other transactions contemplated by this Agreement, none of the Parties or any of their respective Representatives shall be obligated to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person. Subject to the immediately foregoing sentence, the Parties shall cooperate with respect to reasonable accommodations that may be requested or appropriate to obtain such consents.

Section 7.6 Notification of Certain Matters; Transaction Litigation.

(a) The SSGT Parties and their Representatives shall give prompt notice to the SST II Parties, and the SST II Parties and their Representatives shall give prompt notice to the SSGT Parties, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with the Mergers or the other transactions contemplated by this Agreement.

(b) The SSGT Parties and their Representatives shall give prompt notice to the SST II Parties, and the SST II Parties and their Representatives shall give prompt notice to the SSGT Parties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that it would be reasonable

to expect that the applicable closing conditions would be incapable of being satisfied by the Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Notwithstanding anything to the contrary in this Agreement, the failure by the SSGT Parties, the SST II Parties or their respective Representatives to provide such prompt notice under this Section 7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b), Section 8.3(b), Section 9.1(c)(i), or Section 9.1(d)(i).

(c) The SSGT Parties and their Representatives shall give prompt notice to the SST II Parties, and the SST II Parties and their Representatives shall give prompt notice to the SSGT Parties, of any Action commenced or, to such Party’s Knowledge, threatened against, relating to or involving such Party or any SSGT Subsidiary or SST II Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement. The SSGT Parties and their respective Representatives shall give SST II the opportunity to reasonably participate in (but not control) the defense and settlement of any stockholder litigation against the SSGT Parties and/or their directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without SST II’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The SST II Parties and their respective Representatives shall give the SSGT Parties the opportunity to reasonably participate in (but not control) the defense and settlement of any litigation against the SST II Parties and/or their directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without SSGT’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Section 7.7 Indemnification; Directors’ and Officers’ Insurance.

(a) Without limiting or being limited by the provisions of Section 7.7(b), during the period commencing as of the REIT Merger Effective Time and ending on the sixth (6th) anniversary of the REIT Merger Effective Time, SST II shall (and shall cause the Surviving Entity to): (i) indemnify, defend and hold harmless each Indemnified Party against and from any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Action to the extent such Action arises out of or pertains to (A) any action or omission or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer, partner, member, trustee, employee or agent of SSGT or any of the SSGT Subsidiaries or (B) this Agreement or any of the transactions contemplated by this Agreement, including the Mergers; and (ii) pay in advance of the final disposition of any such Action the expenses (including reasonable attorneys’ fees and any expenses incurred by any Indemnified Party in connection with enforcing any rights with respect to indemnification) of any Indemnified Party without the requirement of any bond or other security, in each case to the fullest extent permitted by Law, but subject to SST II’s or the Surviving Entity’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, SST II or the Surviving Entity, as applicable, (i) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit or proceeding against or investigation of any Indemnified Party for which indemnification may be sought under this Section 7.7(a) without the Indemnified Party’s prior written consent unless such settlement, compromise, consent or termination includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action, suit, proceeding or investigation, (ii) shall not be liable for any settlement effected without their prior written consent and (iii) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Indemnified Party shall promptly refund to SST II or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto.

(b) Without limiting the foregoing, each of SST II and the Surviving Entity agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the REIT Merger Effective Time now existing in favor of the current or former managers, directors, officers, partners, members, trustees, employees, agents, fiduciaries or other individuals of SSGT or any of the SSGT Subsidiaries (the “Indemnified Parties”) as provided in (i) the SSGT Governing Documents or, if applicable, similar organizational documents or agreements of any SSGT Subsidiary (the “SSGT Organizational Documents”) or (ii) indemnification agreements of SSGT, shall survive the Mergers and shall continue in full force and effect in accordance with their terms. For a period of six (6) years following the REIT Merger Effective Time, the organizational documents of SST II and the Surviving Entity and the organizational documents of any applicable SST II Subsidiary or SSGT Subsidiary shall contain provisions no less favorable to the Indemnified Parties with respect to indemnification and limitations on liability than are set forth in the SSGT Organizational Documents, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years following the REIT Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the REIT Merger Effective Time, were Indemnified Parties, unless such modification shall be required by applicable Law and then only to the minimum extent required by applicable Law.

(c) For a period of six (6) years after the REIT Merger Effective Time, SST II shall cause the Surviving Entity to maintain in effect SSGT’s current directors’ and officers’ liability insurance covering each Person currently covered by SSGT’s directors’ and officers’ liability insurance policies for acts or omissions occurring prior to and through the REIT Merger Effective Time; provided, that in lieu of such obligation, (i) the Surviving Entity may substitute therefor policies of an insurance company with the same or better rating as SSGT’s current insurance carrier the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than SSGT’s existing policies as of the date hereof or (ii) in consultation with SST II, SSGT may obtain extended reporting period coverage under SSGT’s existing insurance programs (to be effective as of the REIT Merger Effective Time) for a period of six (6) years after the REIT Merger Effective Time for a cost not in excess of three times the current annual premiums for such insurance; and provided, further, that in no event shall the Surviving Entity be required to pay annual premiums for insurance under this Section 7.7(c) in excess of 300% of the most recent annual premiums paid by SSGT for such purpose, it being understood that if the annual premiums of such insurance coverage exceed such amount, the Surviving Entity shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount.

(d) If SST II or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, as a condition to the consummation of any such transaction, the successors and assigns of SST II or the Surviving Entity, as applicable, shall assume the obligations set forth in this Section 7.7.

(e) SST II shall cause the Surviving Entity to pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the obligations provided in this Section 7.7.

(f) The provisions of this Section 7.7 are intended to be for the express benefit of, and shall be enforceable by, each Indemnified Party (each of which is an intended third party beneficiary of this Section 7.7), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of SSGT, SST II and the Surviving Entity and shall not be amended in a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including such successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.7 shall not be deemed to be exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to applicable Law, Contract or otherwise.

Section 7.8 Dividends. In the event that a distribution with respect to the shares of SSGT Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of SSGT Common Stock on the Closing Date immediately prior to the REIT Merger Effective Time.

Section 7.9 Takeover Statutes. The Parties shall use their respective reasonable best efforts (a) to take all action necessary so that no Takeover Statute is or becomes applicable to the Mergers or any of the other transactions contemplated by this Agreement and (b) if any such Takeover Statute is or becomes applicable to any of the foregoing, to take all action necessary so that the Mergers and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Statute or the restrictions in the SSGT Charter or the SST II Charter (“Charter Restrictions”) on the Mergers and the other transactions contemplated by this Agreement. No Party shall take any action to exempt any Person (other than the other Parties or their respective Affiliates) from any Takeover Statute of any jurisdiction or the Charter Restrictions that may purport to be applicable to the Mergers or any of the other transactions contemplated by this Agreement or otherwise cause any restrictions in any Takeover Statute or the Charter Restrictions not to apply to any such Person.

Section 7.10 Obligations of the Parties. SSGT shall take all actions necessary to cause the other SSGT Parties to perform their obligations under this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement. SST II shall take all actions necessary to cause the SST II Parties to perform their obligations under this Agreement and to consummate the Mergers on the terms and conditions set forth in this Agreement.

Section 7.11 Certain Transactions.

(a) Except as set forth in Section 7.11 of the SSGT Disclosure Letter, SSGT shall cause all contracts (including, for the avoidance of doubt, the SSGT Related Party Agreements) between any former or current officers, directors, partners, stockholders, managers, members, affiliates or agents of SSGT or any SSGT Subsidiary, on the one hand, and SSGT or any SSGT Subsidiary, on the other hand, to be settled or terminated effective as of or prior to the Closing, without any further obligations, liability or payments (other than customary indemnification obligations) by or on behalf of SSGT as of the Closing. For the avoidance of doubt, the foregoing shall not require the settlement or termination of an agreement that is solely between SSGT and/or any entities that will remain SSGT Subsidiaries after the Closing.

(b) SSGT shall take all actions necessary to terminate, effective as of or prior to the Closing, the SSGT Equity Incentive Plan.

(c) SSGT shall take all actions necessary to terminate, effective as of or prior to the Closing, the SSGT DRIP and the SSGT Share Redemption Program.

Section 7.12 Tax Matters.

(a) SSGT shall deliver to the legal counsel referred to in Section 8.3(e) tax representation letters, dated as of the Closing Date and signed by an officer of SSGT and SSGT Operating Partnership, containing representations of SSGT and SSGT Operating Partnership reasonably necessary or appropriate to enable such counsel to render the tax opinions described in Section 8.3(e).

(b) SSGT and SST II shall reasonably cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer or stamp taxes, any transfer, recording, registration and other fees and any similar taxes that become payable in connection with the transactions contemplated by this Agreement (together with any related interest, penalties or additions to such taxes, “Transfer Taxes”), and shall reasonably cooperate in attempting to minimize the amount of Transfer Taxes.

ARTICLE VIII.

CONDITIONS

Section 8.1 Conditions to Each Party’s Obligation to Effect the Mergers. The respective obligations of the Parties to effect the Mergers and to consummate the other transactions contemplated by this Agreement on the Closing Date are subject to the satisfaction or, to the extent permitted by Law, waiver by each of the Parties (which, in the case of SSGT, means waiver by the SSGT Special Committee and, in the case of SST II, by the SST II Special Committee) at or prior to the REIT Merger Effective Time of the following conditions:

(a) Regulatory Authorizations. All consents, authorizations, orders or approvals of each Governmental Authority necessary for the consummation of the Mergers and the other transactions contemplated by this Agreement set forth in Section 8.1(a) of the SST II Disclosure Letter and Section 8.1(a) of the SSGT Disclosure Letter shall have been obtained and any applicable waiting periods in respect thereof shall have expired or been terminated.

(b) Stockholder Approval. The Stockholder Approval shall have been obtained in accordance with applicable Law and the SSGT Charter and SSGT Bylaws.

(c) No Injunctions or Restraints. No Order issued by any Governmental Authority of competent jurisdiction prohibiting consummation of the Mergers shall be in effect, and no Law shall have been enacted, entered, promulgated or enforced by any Governmental Authority after the date of this Agreement that, in any case, prohibits, restrains, enjoins or makes illegal the consummation of the Mergers or the other transactions contemplated by this Agreement.

Section 8.2 Additional Conditions to Obligations of the SSGT Parties. The obligations of the SSGT Parties to effect the Mergers and to consummate the other transactions contemplated by this Agreement are subject to the satisfaction or, to the extent permitted by Law, waiver by the SSGT Special Committee, at or prior to the REIT Merger Effective Time, of the following additional conditions:

(a) Representations and Warranties. (i) The representations and warranties of the SST II Parties set forth in the Fundamental Representations shall be true and correct in all material respects as of the date of this Agreement and as of the REIT Merger Effective Time, as though made as of the REIT Merger Effective Time, and (ii) each of the other representations and warranties of the SST II Parties contained in this Agreement shall be true and correct as of the date of this Agreement and as of the REIT Merger Effective Time, as though made as of the REIT Merger Effective Time, except (A) in each case, representations and warranties that are made as of a specific date shall be true and correct only on and as of such date, and (B) in the case of clause (ii) where the failure of such representations or warranties to be true and correct (without giving effect to any materiality or “SST II Material Adverse Event” qualifications set forth therein), individually or in the aggregate, does not have and would not reasonably be expected to have a SST II Material Adverse Effect.

(b) Performance of Covenants and Obligations of the SST II Parties. The SST II Parties shall have performed in all material respects all obligations, and complied in all material respects with all agreements and covenants, required to be performed by them under this Agreement on or prior to the REIT Merger Effective Time.

(c) Delivery of Certificate. SST II shall have delivered to SSGT a certificate, dated the date of the Closing and signed by its chief executive officer and chief financial officer on behalf of SST II, certifying to the effect that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied.

Section 8.3 Additional Conditions to Obligations of the SST II Parties. The obligations of the SST II Parties to effect the Mergers and to consummate the other transactions contemplated by this Agreement are

subject to the satisfaction or, to the extent permitted by Law, waiver by the SST II Special Committee at or prior to the REIT Merger Effective Time, of the following additional conditions:

(a) Representations and Warranties. (i) The representations and warranties of the SSGT Parties set forth in the Fundamental Representations (except Section 4.4(a) (Capital Structure)) shall be true and correct in all material respects as of the date of this Agreement and as of the REIT Merger Effective Time, as though made as of the REIT Merger Effective Time, (ii) the representations and warranties set forth in Section 4.4(a) (Capital Structure) shall be true and correct in all but de minimis respects as of the date of this Agreement and as of the REIT Merger Effective Time, as though made as of the REIT Merger Effective Time, and (iii) each of the other representations and warranties of the SSGT Parties contained in this Agreement shall be true and correct as of the date of this Agreement and as of the REIT Merger Effective Time, as though made as of the REIT Merger Effective Time, except (A) in each case, representations and warranties that are made as of a specific date shall be true and correct only on and as of such date, and (B) in the case of clause (iii) where the failure of such representations or warranties to be true and correct (without giving effect to any materiality or “SSGT Material Adverse Effect” qualifications set forth therein), individually or in the aggregate, does not have and would not reasonably be expected to have a SSGT Material Adverse Effect.

(b) Performance of Covenants or Obligations of the SSGT Parties. The SSGT Parties shall have performed in all material respects all obligations, and complied in all material respects with all agreements and covenants, required to be performed by them under this Agreement on or prior to the REIT Merger Effective Time.

(c) Absence of Material Adverse Change. On the Closing Date, no circumstance shall exist that constitutes a SSGT Material Adverse Effect.

(d) Delivery of Certificate. SSGT shall have delivered to SST II a certificate, dated the date of the Closing and signed by its chief executive officer and chief financial officer on behalf of SSGT certifying to the effect that the conditions set forth in Section 8.3(a), Section 8.3(b) and Section 8.3(c) have been satisfied.

(e) REIT Opinion. SST II shall have received a written opinion of Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP (or other counsel selected by SSGT and reasonably satisfactory to SST II), dated as of the Closing Date, in substantially the form attached hereto as Exhibit A (or otherwise in form and substance reasonably satisfactory to SST II), to the effect that, commencing with SSGT’s taxable year that ended on December 31, 2014, SSGT has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled SSGT to meet, through the REIT Merger Effective Time, the requirements for qualification and taxation as a REIT under the Code, which opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by SSGT and the SSGT Operating Partnership.

Section 8.4 No Financing Condition. Each of the SST II Parties acknowledges and agrees that, notwithstanding any provision of this Agreement to the contrary, the obtaining of any financing in connection with the REIT Merger, the Partnership Merger or any of the other transactions contemplated by this Agreement is not a condition to the obligations of the SST II Parties to effect the Mergers and to consummate the other transactions contemplated by this Agreement.

ARTICLE IX.

TERMINATION, FEES AND EXPENSES, AMENDMENT AND WAIVER

Section 9.1 Termination. This Agreement may be terminated and the Mergers and the other transactions contemplated by this Agreement may be abandoned at any time prior to the REIT Merger Effective Time, notwithstanding receipt of the Stockholder Approval (except as otherwise specified in this Section 9.1):

(a) by mutual written consent duly authorized by the SST II Special Committee and the SSGT Special Committee;

(b) by either SST II (with the prior approval of the SST II Special Committee) or SSGT (with the prior approval of the SSGT Special Committee):

(i) if the REIT Merger shall not have occurred on or before 11:59 p.m. New York time on April 1, 2019 (the “Outside Date”); provided, that the right to terminate this Agreement pursuant to this Section 9.1(b)(i) shall not be available to any Party if the failure of such Party (and (A) in the case of SSGT, including the failure of SSGT Operating Partnership, and (B) in the case of SST II, including the failure of SST II Operating Partnership and Merger Sub) to perform or comply in all material respects with the obligations, covenants or agreements of such Party set forth in this Agreement shall have been the cause of, or resulted in, the failure of the REIT Merger to be consummated by the Outside Date; provided, further, that if a Party brings any Action to enforce specifically the performance of the terms and provisions of this Agreement by any other Party, the Outside Date has not yet passed, and the Outside Date occurs during the pendency of such Action, the Outside Date shall automatically be extended by the amount of time during which such Action is pending, plus ten (10) Business Days;

(ii) if any Governmental Authority of competent jurisdiction shall have issued an Order permanently restraining or otherwise prohibiting the transactions contemplated by this Agreement, and such Order shall have become final and non-appealable; provided, that the right to terminate this Agreement under this Section 9.1(b)(ii) shall not be available to a Party if the issuance of such final, non-appealable Order was primarily due to the failure of such Party (and (A) in the case of SSGT, including the failure of SSGT Operating Partnership, and (B) in the case of SST II, including the failure of SST II Operating Partnership and Merger Sub) to perform or comply in all material respects with any of its obligations, covenants or agreements under this Agreement; or

(iii) if the Stockholder Approval shall not have been obtained at the Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof at which a vote on the approval of the REIT Merger was taken; provided, that the right to terminate this Agreement under this Section 9.1(b)(iii) shall not be available to a Party if the failure to receive the Stockholder Approval was primarily due to the failure of a Party to perform or comply in all material respects with any of its obligations, covenants or agreements under this Agreement;

(i) if a breach of any representation or warranty or failure to perform any obligation, covenant or agreement on the part of any of the SST II Parties set forth in this Agreement has occurred that would cause any of the conditions set forth in Section 8.2(a) or Section 8.2(b) not to be satisfied (a “SST II Terminating Breach”), which breach or failure to perform cannot be cured, or, if capable of cure, has not been cured by the earlier of twenty (20) days following written notice thereof from SSGT to SST II and two (2) Business Days before the Outside Date; provided, that SSGT shall not have the right to terminate this Agreement pursuant to this Section 9.1(c)(i) if a SSGT Terminating Breach shall have occurred and be continuing at the time SSGT delivers notice of its election to terminate this Agreement pursuant to this Section 9.1(c)(i);

(ii) if SSGT has accepted a Superior Proposal by a Go Shop Bidder within five (5) Business Days of the Go Shop Period End Time in accordance with the provisions of Section 7.3(c) herein; provided, however, that this Agreement may not be so terminated unless concurrently with the occurrence of such termination the payment required by Section 9.3(b) is made in full to SST II and the definitive agreement relating to the Superior Proposal is entered into, and in the event that such definitive agreement is not concurrently entered into and such payment is not concurrently made, such termination shall be null and void;

(iii) if SSGT has accepted a Superior Proposal at any time beginning on the sixth (6th) Business Day after the Go Shop Period End Time and prior to receipt of the Stockholder Approval in accordance with the provisions of Section 7.3(d) herein; provided, however, that this Agreement may not be so terminated unless concurrently with the occurrence of such termination the payment required by Section 9.3(b) is made in full to SST II and the definitive agreement relating to the Superior Proposal is entered into, and in the event that such definitive agreement is not concurrently entered into and such payment is not concurrently made, such termination shall be null and void;

(iv) if, prior to receipt of the Stockholder Approval, an Intervening Event has occurred and the SSGT Board has determined in good faith (based on the recommendation of the SSGT Special Committee after consultation with its legal and financial advisors) that the failure to terminate this Agreement would be inconsistent with the directors’ duties under applicable Law; or

(v) if (A) all of the conditions set forth in Section 8.1 and Section 8.3 have been and continue to be satisfied or waived (other than those conditions that by their nature cannot be satisfied other than at Closing), (B) on or after the date the Closing should have occurred, SSGT has delivered written notice to SST II to the effect that all of the conditions set forth in Section 8.1 and Section 8.2 have been satisfied or waived (other than those conditions that by their nature cannot be satisfied other than at Closing) and the SSGT Parties are prepared to consummate the Closing, and (C) the SST II Parties fail to consummate the Closing within three (3) Business Days after delivery of the notice referenced in the preceding clause (B) (it being understood that during such three (3) Business Day period, SST II shall not be entitled to terminate this Agreement).

(d) by SST II (with the prior approval of the SST II Special Committee):

(i) if a breach of any representation or warranty or failure to perform any obligation, covenant or agreement on the part of any of the SSGT Parties set forth in this Agreement has occurred that would cause any of the conditions set forth in Section 8.3(a) or Section 8.3(b) not to be satisfied (a “SSGT Terminating Breach”), which breach or failure to perform cannot be cured, or, if capable of cure, has not been cured by the earlier of twenty (20) days following written notice thereof from SST II to SSGT and two (2) Business Days before the Outside Date; provided, that SST II shall not have the right to terminate this Agreement pursuant to this Section 9.1(d)(i) if a SST II Terminating Breach shall have occurred and be continuing at the time SST II delivers notice of its election to terminate this Agreement pursuant to this Section 9.1(d)(i); or

(ii) if, at any time following the date that is five (5) Business Days after the Go Shop Period End Time and prior receipt of the Stockholder Approval, (A) the SSGT Board or any committee thereof, for any reason, shall have effected an Adverse Recommendation Change, (B) the SSGT Board or any committee thereof shall have approved, adopted or publicly endorsed or recommended any Acquisition Proposal, (C) a tender offer or exchange offer for any shares of SSGT Common Stock that constitutes an Acquisition Proposal (other than by SST II or any of its Affiliates) is commenced and the SSGT Board fails to recommend against acceptance of such tender offer or exchange offer by the stockholders of SSGT and to publicly reaffirm the SSGT Board Recommendation within ten (10) Business Days of being requested to do so by SST II, (D) the SSGT Board or any committee

thereof fails to include the SSGT Board Recommendation in the Proxy Statement, or (E) SSGT shall have materially violated any of its obligations under Section 7.3, or shall be deemed pursuant to the last sentence of Section 7.3(b) to have materially violated any of its obligations under Section 7.3 (other than any immaterial or inadvertent violations thereof that did not result in an alternative Acquisition Proposal).

Section 9.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 9.1, written notice thereof shall forthwith be given to the other Parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the SSGT Parties or the SST II Parties, except that the Confidentiality Agreement and the provisions of Section 7.4 (Public Announcements), this Section 9.2, Section 9.3 (Fees and Expenses), Section 9.4 (Amendment), and Article X (General Provisions) of this Agreement shall survive the termination hereof; provided, that no such termination shall relieve any Party from any liability or damages resulting from any fraud or willful and material breach of any of its covenants, obligations or agreements set forth in this Agreement.

Section 9.3 Fees and Expenses.

(a) Except as otherwise provided in this Section 9.3, all Expenses shall be paid by the Party incurring such fees or expenses, whether or not the Mergers are consummated; provided, that the Parties will share equally any HSR Act filing fees, if any, as may be required to consummate the transactions contemplated by this Agreement. In the event the Mergers are consummated, the SST II Parties agree to pay any Expenses of the SSGT Parties that are not paid by the SSGT Parties.

(b) In the event that this Agreement is terminated:

(i) (A) (x) by SST II pursuant to Section 9.1(d)(i), and after the date hereof and prior to the breach or failure to perform giving rise to such right of termination, a bona fide Acquisition Proposal (with, for all purposes of this Section 9.3(b)(i), all percentages included in the definition of “Acquisition Proposal” increased to 50%) has been publicly announced, disclosed or otherwise communicated to the SSGT Board or any Person shall have publicly announced an intention (whether or not conditional) to make such an Acquisition Proposal or (y) by SST II or SSGT pursuant to Section 9.1(b)(iii), and prior to the Stockholders Meeting, an Acquisition Proposal with respect to SSGT has been publicly announced, disclosed or otherwise communicated to SSGT’s stockholders (and not withdrawn) or any Person shall have publicly announced an intention (whether or not conditional) to make such an Acquisition Proposal, and (B) within twelve (12) months after the date of such termination, a transaction in respect of an Acquisition Proposal with respect to SSGT is consummated or SSGT enters into a definitive agreement in respect of an Acquisition Proposal with respect to SSGT that is later consummated, then SSGT shall pay to SST II the SSGT Termination Payment.

(ii) by SSGT pursuant to Section 9.1(c)(i), then SST II shall pay to SSGT an amount equal to the Expense Reimbursement Payment.

(iii) by SSGT pursuant to Section 9.1(c)(ii), then SSGT shall pay to SST II an amount equal to the Go Shop Termination Payment.

(iv) by SSGT pursuant to Section 9.1(c)(iii), then SSGT shall pay to SST II an amount equal to the SSGT Termination Payment.

(v) by SSGT pursuant to Section 9.1(c)(iv), then SSGT shall pay to SST II an amount equal to the SSGT Termination Payment.

(vi) by SSGT pursuant to Section 9.1(c)(v), then SST II shall pay to SSGT an amount equal to the SST II Termination Payment.

(vii) by SST II pursuant to Section 9.1(d)(i) (other than as described in Section 9.3(b)(i) above), then SSGT shall pay to SST II an amount equal to the Expense Reimbursement Payment.

(viii) by SST II pursuant to Section 9.1(d)(ii), then SSGT shall pay to SST II an amount equal to the SSGT Termination Payment.

(ix) by SST II pursuant to Section 9.1(b)(i) and at the time of such termination SSGT would have been entitled to terminate this Agreement pursuant to Section 9.1(c)(v), then SST II shall pay to SSGT an amount equal to the SST II Termination Payment.

(c) The Parties agree and acknowledge that in no event shall any Party be required to pay a Termination Payment on more than one occasion. Payment of a Termination Payment shall be made by wire transfer of same day funds to the account or accounts designated by the Party entitled to payment thereof (the “Recipient”) (i) prior to or concurrently at the time of consummation of any transaction contemplated by an Acquisition Proposal, in the case of a Termination Payment payable pursuant to Section 9.3(b)(i), (ii) prior to or concurrently with termination of this Agreement, in the case of a Termination Payment payable pursuant to Section 9.3(b)(iii), Section 9.3(b)(iv) or Section 9.3(b)(v), (iii) concurrently with termination of this Agreement, in the case of a Termination Payment payable pursuant to Section 9.3(b)(ix), and (iv) as promptly as reasonably practicable after termination (and, in any event, within two (2) Business Days thereof), in the case of a Termination Payment payable pursuant to any other provision of Section 9.3(b).

(d) Notwithstanding anything in this Agreement to the contrary, in the event that a Termination Payment becomes payable, then such payment shall be the Recipient’s and its Affiliates’ sole and exclusive remedy as liquidated damages for any and all losses or damages of any nature against the Party obligated to pay the Termination Payment (the “Payor”) and its Subsidiaries and each of their respective Representatives in respect of this Agreement, any agreement executed in connection herewith, and the transactions contemplated hereby and thereby, including for any loss or damage suffered as a result of the termination of this Agreement, the failure of the Mergers to be consummated or for a breach or failure to perform hereunder (whether intentionally, unintentionally, or otherwise) or otherwise.

(e) Each of the Parties acknowledges that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement, and that without these agreements, the other Parties would not enter into this Agreement. In the event that the Payor shall fail to pay the Termination Payment when due, the Payor shall reimburse the Recipient for all reasonable costs and expenses actually incurred or accrued by the Recipient (including reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 9.3. Further, if the Payor fails to timely pay any amount due pursuant to this Section 9.3, and, in order to obtain the payment, the Recipient commences a suit which results in a judgment against the Payor for the payment set forth in this Section 9.3, the Payor shall pay to the Recipient its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in connection with such suit, together with interest on such amount at a rate per annum equal to the prime rate of Citibank, N.A. in effect on the date such payment was required to be made through the date of payment. If payable, the Termination Payment shall not be payable more than once pursuant to this Agreement.

(f) The Payor shall deposit into escrow an amount in cash equal to the Termination Payment with an escrow agent reasonably selected by the Recipient, after reasonable consultation with the Payor, and pursuant to a written escrow agreement (the “Escrow Agreement”) reflecting the terms set forth in this Section 9.3(f) and otherwise reasonably acceptable to each of the Parties and the escrow agent. The payment or deposit into escrow of the Termination Payment pursuant to this Section 9.3(f) shall be made by the Payor promptly after receipt of notice from the Recipient that the Escrow Agreement has been executed by the parties thereto. The Escrow

Agreement shall provide that the Termination Payment in escrow or the applicable portion thereof shall be released to the Recipient on an annual basis based upon the delivery by the Recipient to the escrow agent of any one (or a combination) of the following:

(i) a letter from the Recipient’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to the Recipient without causing the Recipient to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code for the applicable taxable year of the Recipient determined as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A)-(H) or 856(c)(3)(A)-(I) of the Code (such income, “Qualifying REIT Income”), in which case the escrow agent shall release to the Recipient such maximum amount stated in the accountant’s letter;

(ii) a letter from the Recipient’s counsel indicating that the Recipient received a private letter ruling from the IRS holding that the receipt by the Recipient of the Termination Payment would either constitute Qualifying REIT Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, in which case the escrow agent shall release to the Recipient the remainder of the Termination Payment; or

(iii) a letter from the Recipient’s counsel indicating that the Recipient has received a tax opinion from the Recipient’s outside counsel or accountant, respectively, to the effect that the receipt by the Recipient of the Termination Payment should either constitute Qualifying REIT Income or should be excluded from gross income within the meaning of Section 856(c)(2) and (3) of the Code, in which case the escrow agent shall release to the Recipient the remainder of the Termination Payment.

The Parties agree to cooperate in good faith to amend this Section 9.3(f) at the reasonable request of the Recipient in order to (A) maximize the portion of the Termination Payment that may be distributed to the Recipient hereunder without causing the Recipient to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (B) improve the Recipient’s chances of securing the favorable private letter ruling from the IRS described in this Section 9.3(f) or (C) assist the Recipient in obtaining the favorable tax opinion from its outside counsel or accountant described in this Section 9.3(f). The Escrow Agreement shall provide that the Recipient shall bear all costs and expenses under the Escrow Agreement and that any portion of the Termination Payment held in escrow for ten (10) years shall be released by the escrow agent to the Payor. The Payor shall not be a party to the Escrow Agreement and shall not bear any liability, cost or expense resulting directly or indirectly from the Escrow Agreement (other than any Taxes imposed on the Payor in connection therewith). The Recipient shall fully indemnify the Payor and hold the Payor harmless from and against any such liability, cost or expense.

Section 9.4 Amendment. Subject to compliance with applicable Law, this Agreement may be amended by mutual agreement of the Parties by action taken or authorized by the SSGT Board (with the prior approval of the SSGT Special Committee) and the SST II Board (with the prior approval of the SST II Special Committee), respectively, at any time before or after receipt of the Stockholder Approval and prior to the REIT Merger Effective Time; provided, that after the Stockholder Approval has been obtained, there shall not be (i) any amendment of this Agreement that changes the amount or the form of the consideration to be delivered under this Agreement to the holders of SSGT Common Stock, or which by applicable Law requires the further approval of the stockholders of SSGT without such further approval of such stockholders, or (ii) any amendment or change not permitted under applicable Law. This Agreement may not be amended except by an instrument in writing signed by each of the Parties.

ARTICLE X.

GENERAL PROVISIONS

Section 10.1 Nonsurvival of Representations and Warranties and Certain Covenants. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive (i) the REIT Merger Effective Time or (ii) termination of this Agreement (except, in the case of termination, as set forth in Section 9.2), and after such time there shall be no liability in respect thereof (except, in the case of termination, as set forth in Section 9.2), whether such liability accrued prior to or after such expiration of the representations and warranties. The covenants to be performed prior to or at the Closing shall terminate at the Closing. This Section 10.1 shall not limit any covenant or agreement of the Parties that by its terms contemplates performance after the REIT Merger Effective Time or termination of this Agreement. The Confidentiality Agreement will survive termination of this Agreement in accordance with its terms.

Section 10.2 Notices. All notices, requests, claims, consents, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, sent by overnight courier (providing proof of delivery) to the Parties or sent by e-mail of a pdf attachment at the following addresses or facsimile numbers (or at such other address or facsimile number for a Party as shall be specified by like notice):

if to a SST II Party to:

Special Committee of the Board of Directors of

Strategic Storage Trust II, Inc.

00 Xxxxxxx Xxxx

Xxxxxx Xxxxx, XX 00000

Attn: Xxxxxx “Skip” Perry

Email: xxxxxx@xxxxxxxxxxxxxxxxx.xxx

with a copy (which shall not constitute notice) to:

Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP

Atlantic Station

000 00^xx Xxxxxx XX

Xxxxx 0000

Xxxxxxx, XX 00000

Attn: Xxxxxxx X. Xxxxxx

Email: xxxx.xxxxxx@xxxxxxxxxxxxx.xxx

Xxxxxxx LLP

000 Xxxx Xxxxx Xxxxxx, Xxxxx 000

Xxxxxxxxx, XX 00000

Attn: Xxxxxx X. Xxxxxx

Email: xxxxxxxx@xxxxxxx.xxx

if to a SSGT Party to:

Special Committee of the Board of Directors of

Strategic Storage Growth Trust, Inc.

00 Xxxxxxx Xxxx

Xxxxxx Xxxxx, XX 00000

Attn: Xxx X. Xxxxxx

Email: xxxxxxxxxx@xxxxx.xxx

with a copy (which shall not constitute notice) to:

Bass, Xxxxx & Xxxx PLC

The Tower at Peabody Place

000 Xxxxxxx Xxxxx, Xxxxx 0000

Xxxxxxx, XX 00000

Attn: Xxxxxxx Xxxxxxx and Xxxxx Xxxxxx

Email: xxxxxxxx@xxxxxxxxx.xxx

Email: xxxxxxx@xxxxxxxxx.xxx

Xxxxxxx Xxxx Guinot & Sandler

000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000

Xxxxxxxxxx, XX 00000

Attn: Xxxxxxx X. Xxxxxxx

Email: xxx@xxxxxxxxxxx.xxx

Section 10.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any present or future Law, or public policy, (a) such term or other provision shall be fully separable, (b) this Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision had never comprised a part hereof, and (c) all other conditions and provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable term or other provision or by its severance herefrom so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

Section 10.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy, electronic delivery or otherwise) to the other Parties. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document form” (“pdf”), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

Section 10.5 Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the Exhibits, the Schedules, the SSGT Disclosure Letter and the SST II Disclosure Letter) and the Confidentiality Agreement (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter of this Agreement and, (b) except for the provisions of Article III (which (i) from and after the REIT Merger Effective Time shall be for the benefit of holders of shares of SSGT Common Stock immediately prior to the REIT Merger Effective Time, and (ii) from and after the Partnership Merger Effective Time shall be for the benefit of holders of SSGT OP Units and the holder of the SSGT Special Limited Partner Interest immediately prior to the Partnership Merger Effective Time) and Section 7.7 (which, from and after the REIT Merger Effective Time shall be for the benefit of the Indemnified Parties), are not intended to confer upon any Person other than the Parties hereto any rights or remedies.

Section 10.6 Extension; Waiver. At any time prior to the REIT Merger Effective Time, SSGT (with the prior approval of the SSGT Special Committee) and SST II (with the prior approval of the SST II Special Committee) may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracies in the representations and warranties of the other Party contained in this Agreement or in any document delivered

pursuant to this Agreement or (c) subject to the requirements of applicable Law, waive the other Party’s compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of SSGT or SST II, as applicable, to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. The failure of any Party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

Section 10.7 Governing Law; Jurisdiction; Venue.

(a) Except to the extent that the Laws of the State of Delaware are mandatorily applicable to the Partnership Merger, this Agreement, and all claims or causes of actions (whether at Law, in contract or in tort) that may be based upon, arise out of or related to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Maryland without giving effect to its conflicts of laws principles (whether the State of Maryland or any other jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Maryland).

(b) Any and all disputes arising out of or relating to this Agreement or the transactions contemplated hereby shall be heard and determined exclusively in a Maryland state or federal court located in Baltimore City exercising jurisdiction over the subject matter of such dispute(s). Each of the Parties hereby irrevocably and unconditionally (i) submits to the exclusive personal jurisdiction of any such Maryland state or federal court located in Baltimore City for the purpose of any dispute arising out of or relating to this Agreement brought by any Party, (ii) agrees not to commence any such dispute except in such courts, (iii) agrees that any claim in respect of any such dispute may be heard and determined in any such Maryland state or federal court, (iv) waives, to the fullest extent it may legally and effectively do so, any objection to such court’s exercise of personal jurisdiction over the Party in any such dispute, (v) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such dispute, (vi) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such dispute. Each of the Parties agrees that a final judgment in any such dispute shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law and (vii) agrees, with respect to any such action filed in such Maryland state court, to jointly request an assignment to the Maryland Business and Technology Case Management Program. Each Party irrevocably consents to service of process in the manner provided for notices in Section 10.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

Section 10.8 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned or delegated, in whole or in part, by operation of Law or otherwise by any of the Parties without the prior written consent of the other Parties. This Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

Section 10.9 Specific Performance. The Parties agree that irreparable harm would occur to the non-breaching party if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy in the event of a breach. It is accordingly agreed that, at any time prior to the termination of this Agreement pursuant to Article IX, each Party shall be entitled to an injunction or injunctions to prevent one or more breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, and each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy, this being in addition to any other remedy to which such Party is entitled at Law or in equity.

Section 10.10 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY AGREES THAT IT WILL NOT, IN CONNECTION WITH ANY SUIT, COMPLAINT, CLAIM, COUNTERCLAIM, THIRD-PARTY CLAIM,

ANSWER, OR OTHER PLEADING OR PAPER ANCILLARY THERETO, DEMAND OR REQUEST A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND FURTHER AGREES THAT ANY SUCH DEMAND OR REQUEST WOULD BE VOID AB INITIO AND INVALID, REGARDLESS OF WHICH PARTY MAY HAVE INITIATED SUCH DEMAND OR REQUEST. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 10.10.

Section 10.11 Authorship. The Parties agree that the terms and language of this Agreement are the result of negotiations between the Parties and their respective advisors and, as a result, there shall be no presumption that any ambiguities in this Agreement shall be resolved against any Party. Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation.

[Signatures Follow]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective duly authorized officers, all as of the date first written above.


STRATEGIC STORAGE TRUST II, INC.

By:	/s/ H. Xxxxxxx Xxxxxxxx
	Name: H. Xxxxxxx Xxxxxxxx
	Title: Chief Executive Officer

STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P

By:	Strategic Storage Trust II, Inc., its General Partner

	By:	/s/ H. Xxxxxxx Xxxxxxxx
		Name: H. Xxxxxxx Xxxxxxxx
		Title: Chief Executive Officer

SST II GROWTH ACQUISITION, LLC

By:	Strategic Storage Trust II, Inc., its Member

	By:	/s/ H. Xxxxxxx Xxxxxxxx
		Name: H. Xxxxxxx Xxxxxxxx
		Title: Chief Executive Officer

STRATEGIC STORAGE GROWTH TRUST, INC.

By:	/s/ H. Xxxxxxx Xxxxxxxx
	Name: H. Xxxxxxx Xxxxxxxx
	Title: Chief Executive Officer

SS GROWTH OPERATING PARTNERSHIP, L.P

By:	Strategic Storage Growth Trust, Inc., its General Partner

	By:	/s/ H. Xxxxxxx Xxxxxxxx
		Name: H. Xxxxxxx Xxxxxxxx
		Title: Chief Executive Officer

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AGREEMENT AND PLAN OF MERGER by and among STRATEGIC STORAGE TRUST II, INC., STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P., SST II GROWTH ACQUISITION, LLC, STRATEGIC STORAGE GROWTH TRUST, INC., and Dated as of October 1, 2018

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