FORM OF DEALER MANAGER AGREEMENT AND PARTICIPATING DEALER AGREEMENTDealer Manager Agreement • October 26th, 2007 • Strategic Storage Trust, Inc. • California
Strategic Storage Trust, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of 110,000,000 shares (the “Shares”) of its common stock, $.001 par value per share (the “Offering”), to be issued and sold for an aggregate purchase price of $1,095,000,000 (100,000,000 shares to be offered to the public at a purchase price of $10.00 per share and 10,000,000 shares to be offered pursuant to the Company’s distribution reinvestment plan at a purchase price of $9.50 per share). The minimum purchase by any one person shall be 100 Shares except as otherwise indicated in the Prospectus or in any letter or memorandum from the Company to U.S. Select Securities LLC (the “Dealer Manager”). It is anticipated that the Dealer Manager will enter into Participating Dealer Agreements in the form attached to this Dealer Manager Agreement as Exhibit “A” with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers
FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP, L.P.Agreement • October 26th, 2007 • Strategic Storage Trust, Inc. • Delaware
Strategic Storage Operating Partnership, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 14, 2007. This First Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of ____________, 200__ between Strategic Storage Trust, Inc., a Maryland corporation (the “General Partner”) and the Limited Partner set forth on Exhibit A hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
FORM OF ADVISORY AGREEMENTAdvisory Agreement • October 26th, 2007 • Strategic Storage Trust, Inc. • California
THIS ADVISORY AGREEMENT, dated as of ________________, 200__, is entered into between STRATEGIC STORAGE TRUST, INC., a Maryland corporation (the “Company”), and STRATEGIC STORAGE ADVISOR, LLC, a Delaware limited liability company (the “Advisor”).
