CUBESMART FORM OF AMENDMENT NO. 4 TO EQUITY DISTRIBUTION AGREEMENT

Exhibit 1.1

CUBESMART

FORM OF
AMENDMENT NO. 4
TO
EQUITY DISTRIBUTION AGREEMENT

March 17, 2017

[Manager]

[Manager Address]

[Manager Address]

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement, dated May 7, 2013, as amended by Amendment No. 1 to Equity Distribution Agreement, dated May 5, 2014, Amendment No. 2 to Equity Distribution Agreement, dated October 2, 2014, and Amendment No. 3 to Equity Distribution Agreement, dated December 30, 2015 (collectively, the “Equity Distribution Agreement”), among [Manager] (the “Manager”) and CubeSmart, a Maryland real estate investment trust (the “Company”), and CubeSmart, L.P., a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Transaction Entities”), pursuant to which the Company agreed to sell through the Manager, acting as agent and/or principal, up to 40,000,000 shares of the Company’s common shares of beneficial interest, par value $0.01 per share.  All capitalized terms used in this Amendment No. 4 to the Equity Distribution Agreement among the Manager and the Transaction Entities (this “Amendment”) and not otherwise defined shall have the respective meanings assigned to them in the Equity Distribution Agreement.  The Manager and the Transaction Entities agree as follows:

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

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

“The Transaction Entities have also entered into separate equity distribution agreements, as amended through the date hereof (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”), with each of [Xxxxx Fargo Securities, LLC], [Barclays Capital Inc.], [BMO Capital Markets Corp.], [Xxxxxxxxx LLC], [Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated] and [RBC Capital Markets, LLC] (each an “Alternative Manager” and collectively, the “Alternative Managers”).”

2. The first sentence of the Form of Placement Notice attached as Schedule 1 to the Equity Distribution Agreement shall be amended to add “, as amended on May 5, 2014, October 2, 2014, December 30, 2015 and March 17, 2017” immediately before “(the “Agreement”)”.

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

4. The first paragraph of the Form of Officer Certificate attached as Exhibit 7(n) to the Equity Distribution Agreement is hereby deleted and replaced with the following:

“The undersigned, the duly qualified and elected                       of CUBESMART (“Company”), a Maryland real estate investment trust, does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(n) of the Equity Distribution Agreements, each originally dated as of May 7, 2013, as amended through the date hereof, among the Company and CubeSmart, L.P. (“Operating Partnership” and together with the Company, the “Transaction Entities”) on the one hand, and each of Xxxxx Fargo Securities, LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, BMO Capital Markets Corp., Xxxxxxxxx LLC and RBC Capital Markets, LLC, on the other hand, and the Equity Distribution Agreement, originally dated as of December 30, 2015, as amended through the date hereof, among the Transaction Entities and Barclays Capital Inc. (such agreements, as may be amended from time to time, collectively, the “Sales Agreements”), that to the best of the knowledge of the undersigned:”

B. New Registration Statement Covered by Equity Distribution Agreement.  The parties to this Amendment hereby agree that the registration statement on Form S-3 (File No. 333-216768) filed with the Commission by the Transaction Entities on March 17, 2017 shall constitute a “new registration statement” for purposes of the third paragraph of Section 1 of the Equity Distribution Agreement. The parties to this Amendment further agree that from and after the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement, all references to “Registration Statement” included in the Equity Distribution Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in the Equity Distribution Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in such new registration statement at the time of the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement. For the avoidance of confusion, all references to “Registration Statement” included in the Equity Distribution Agreement relating to the offer and sale of any Shares or such other relevant action that occurred prior to May 5, 2014 shall be deemed to refer to the Company’s registration statement on Form S-3 (File No. 333-176885), including a base prospectus, relating to certain securities, including the Shares, including all documents incorporated by reference therein, and all references to “Registration Statement” included in the Equity Distribution Agreement relating to the offer and sale of any Shares or such other relevant action that occurred during the period that commenced on May 5, 2014 to the time immediately prior to the filing with the Commission of the registration statement on Form S-3 (File No. 333-[·]) shall be deemed to refer to the Company’s registration statement on Form S-3 (File No. 333-194661), including a base prospectus, relating to certain securities, including the Shares, including all documents incorporated by reference therein.

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

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

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

[Remainder of page intentionally left blank]

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If the foregoing correctly sets forth the understanding among the parties hereto, please so indicate in the space provided below for that purpose, whereupon this Amendment No. 4 to Equity Distribution Agreement shall constitute a binding agreement among the parties hereto.

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

ACCEPTED as of the date first-above written:

[Manager]

By:

Name:

Title:

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EXHIBIT A

SCHEDULE OF SUBSIDIARIES

Entity Name		Domestic Jurisdiction
000 Xxxxxxx Xxx TRS, LLC		Delaware
000 XXXXXXX XXX, LLC		Delaware
191 III CUBE 2 LLC		Delaware
191 III CUBE BORDEAUX SUB, LLC		Delaware
191 III CUBE CHATTANOOGA SUB, LLC		Delaware
191 III CUBE FL SUB LLC		Delaware
191 III CUBE GA SUB LLC		Delaware
191 III CUBE GOODLETTSVILLE I SUB, G.P.		Delaware
191 III CUBE GOODLETTSVILLE II SUB, G.P.		Delaware
191 III CUBE GRANDVILLE SUB, LLC		Delaware
191 III CUBE KNOXVILLE I SUB, G.P.		Delaware
191 III CUBE KNOXVILLE II SUB, G.P.		Delaware
191 III CUBE KNOXVILLE III SUB, G.P.		Delaware
191 III Cube LLC		Delaware
191 III CUBE MA SUB LLC		Delaware
191 III CUBE MI SUB LLC		Delaware
191 III CUBE MURFREESBORO SUB, LLC		Delaware
191 III CUBE NC SUB LLC		Delaware
191 III CUBE NEW BEDFORD SUB, LLC		Delaware
191 III CUBE OLD HICKORY SUB, LLC		Delaware
191 III CUBE SC SUB LLC		Delaware
191 III CUBE SUB HOLDINGS 1 LLC		Delaware
191 III CUBE SUB HOLDINGS 2 LLC		Delaware
191 III CUBE SUB HOLDINGS 3 LLC		Delaware
191 III CUBE SUB HOLDINGS 4 LLC		Delaware
191 III CUBE SUB HOLDINGS 5 LLC		Delaware
191 III CUBE SUB HOLDINGS 6 LLC		Delaware
191 III CUBE SUB HOLDINGS 7 LLC		Delaware
191 III CUBE SUB HOLDINGS 8 LLC		Delaware
191 III CUBE TN SUB LLC		Delaware
191 III CUBE TRINITY SUB, LLC		Delaware
0000 00XX XX, LLC		Delaware
0000 XXXXXXXXX XXX, LLC		Delaware
000 XXXXXXX XXX, LLC		Delaware
2880 Exterior St, LLC		Delaware
0000 XXXXXXX XXXXXX, LLC		Delaware
000 00XX XXXXXX XXXXXXXX XXX, LLC		Delaware
000 00XX XXXXXX HOLDINGS, LLC		Delaware
000 00XX XXXXXX VENTURE, LLC		Delaware
000 00XX XXXXXX, LLC		Delaware
5 Old Lancaster Associates, LLC		Pennsylvania

A-1

Entity Name		Domestic Jurisdiction
CONSHOHOCKEN XX XX, LLC		Delaware
CS FLORIDA AVENUE, LLC		Delaware
CS SDP XXXXXXX BORROWER, LLC		Delaware
CS SDP Xxxxxxx, LLC		Delaware
CS SDP WALTHAM BORROWER, LLC		Delaware
CS SDP WALTHAM, LLC		Delaware
CS SJM E 92ND STREET OWNER, LLC		Delaware
CS SJM E 92ND STREET, LLC		Delaware
CS SNL New York Ave TRS, LLC		Delaware
CS SNL NEW YORK AVE, LLC		Delaware
CS SNL OPERATING COMPANY, LLC		Delaware
CS VENTURE I, LLC		Delaware
XX XXXXXXX, LLC		Delaware
CUBE HHF Limited Partnership		Delaware
CUBE HHF NORTHEAST CT, LLC		Delaware
CUBE HHF NORTHEAST MA, LLC		Delaware
CUBE HHF NORTHEAST RI, LLC		Delaware
CUBE HHF NORTHEAST SUB HOLDINGS LLC		Delaware
CUBE HHF NORTHEAST TRS, LLC		Delaware
CUBE HHF NORTHEAST VENTURE LLC		Delaware
CUBE HHF NORTHEAST VT, LLC		Delaware
CUBE HHF TRS, LLC		Delaware
CUBE III TN ASSET MANAGEMENT, LLC		Delaware
CUBE III TRS 2 LLC		Delaware
CUBE III TRS LLC		Delaware
CUBE VENTURE GP, LLC		Delaware
CubeSmart		Maryland
CubeSmart Asset Management, LLC		Delaware
CUBESMART BARTOW, LLC		Delaware
CUBESMART BOSTON ROAD, LLC		Delaware
CUBESMART CLINTON, LLC		Delaware
CUBESMART CYPRESS, LLC		Delaware
CUBESMART EAST 135TH, LLC		Delaware
CubeSmart Management, LLC		Delaware
CUBESMART SOUTHERN BLVD, LLC		Delaware
CUBESMART SWISS AVE, LLC		Delaware
CUBESMART TEMPLE HILLS, LLC		Delaware
CUBESMART TIMONIUM BORROWER, LLC		Delaware
CubeSmart Timonium, LLC		Delaware
CubeSmart TRS, Inc.		Ohio
CubeSmart, L.P.		Delaware
EAST COAST GP, LLC		Delaware
EAST COAST STORAGE PARTNERS, L.P.		Delaware
FREEHOLD MT, LLC		Delaware
LANGHORNE XX XX, LLC		Delaware

A-2

Entity Name		Domestic Jurisdiction
Lantana Property Owner’s Association, Inc.		Florida
MONTGOMERYVILLE XX XX, LLC		Delaware
Old Lancaster Venture, L.P.		Pennsylvania
PSI Atlantic Austin TX, LLC		Delaware
PSI Atlantic Brockton MA, LLC		Delaware
PSI Atlantic Cornelius NC, LLC		Delaware
PSI Atlantic Haverhill MA, LLC		Delaware
PSI Atlantic Holbrook NY, LLC		Delaware
PSI Atlantic Humble TX, LLC		Delaware
PSI Atlantic Lawrence MA, LLC		Delaware
PSI Atlantic Lithia Springs GA, LLC		Delaware
PSI Atlantic Nashville TN, LLC		Delaware
PSI Atlantic NPB FL, LLC		Delaware
PSI Atlantic Pineville NC, LLC		Delaware
PSI Atlantic REIT, Inc.		Delaware
PSI Atlantic Surprise AZ, LLC		Delaware
PSI Atlantic TRS, LLC		Delaware
PSI Atlantic Villa Rica GA, LLC		Delaware
PSI Atlantic Villa Rica Parcel Owner, LLC		Delaware
R STREET STORAGE ASSOCIATES, LLC		Maryland
SHIRLINGTON XX XX, LLC		Delaware
SHIRLINGTON RD TRS, LLC		Delaware
SHIRLINGTON RD, LLC		Delaware
SOMERSET MT, LLC		Delaware
STORAGE PARTNERS OF CONSHOHOCKEN, L.P.		Delaware
Storage Partners of Freehold II, LLC		Delaware
Storage Partners of Langhorne II, LP		Delaware
STORAGE PARTNERS OF MONTGOMERYVILLE, L.P.		Delaware
STORAGE PARTNERS OF SOMERSET, LLC		Delaware
UNITED-HSRE I, L.P.		Delaware
U-Store-It Development LLC		Delaware
U-Store-It Trust Luxembourg S.ar.l.		Luxembourg
Wider Reach, LLC		Delaware
YSI XXXX TRS, INC		Delaware
YSI I LLC		Delaware
YSI II LLC		Delaware
YSI X GP LLC		Delaware
YSI X LP		Delaware
YSI X LP LLC		Delaware
YSI XV LLC		Delaware
YSI XX GP LLC		Delaware
YSI XX LP		Delaware
YSI XX LP LLC		Delaware
YSI XXX LLC		Delaware
YSI XXXI, LLC		Delaware

A-3

Entity Name		Domestic Jurisdiction
YSI XXXIII, LLC		Delaware
YSI XXXIIIA, LLC		Delaware
YSI XXXVII, LLC		Delaware

A-4