FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P.Limited Partnership Agreement • September 4th, 2013 • Strategic Storage Trust II, Inc. • Delaware
Strategic Storage Operating Partnership II, 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 January 9, 2013. This First Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of , 201 among Strategic Storage Trust II, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner and the Special Limited Partner set forth on Exhibit A hereto, and the Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
STRATEGIC STORAGE TRUST II, INC. DEALER MANAGER AGREEMENT Up to $1.095 Billion in Shares of Common StockDealer Manager Agreement • September 4th, 2013 • Strategic Storage Trust II, Inc. • California
Strategic Storage Trust II, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of up to $1.095 billion in shares (the “Shares”) of its common stock, $0.001 par value per share (the “Offering”), to be issued and sold ($1.0 billion in shares to be offered to the public at a purchase price of $10.00 per share and $95 million in 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 $5,000 in Shares except as otherwise indicated in the Prospectus or in any letter or memorandum from the Company to Select Capital Corporation (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 with other broker-dealers participating in the Offering (each dealer being referred to herein as a “Dealer” and said dealers being collectively referred to her
ADVISORY AGREEMENT BY AND AMONG STRATEGIC STORAGE TRUST II, INC., STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P. AND STRATEGIC STORAGE ADVISOR II, LLCAdvisory Agreement • September 4th, 2013 • Strategic Storage Trust II, Inc. • California
THIS ADVISORY AGREEMENT, dated as of , 2013, is entered into among STRATEGIC STORAGE TRUST II, INC., a Maryland corporation (the “Company”), STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (the “Operating Partnership”) and STRATEGIC STORAGE ADVISOR II, LLC, a Delaware limited liability company (the “Advisor”).
