SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P.Limited Partnership Agreement • November 6th, 2014 • Strategic Storage Trust II, Inc. • Real estate investment trusts • 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 Second Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of November 3, 2014, 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 OPERATING PARTNERSHIP II, L.P. SERIES A CUMULATIVE REDEEMABLE PREFERRED UNIT PURCHASE AGREEMENTPreferred Unit Purchase Agreement • November 6th, 2014 • Strategic Storage Trust II, Inc. • Real estate investment trusts • Delaware
THIS SERIES A CUMULATIVE REDEEMABLE PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 3rd day of November, 2014, by and among Strategic Storage Operating Partnership II, L.P., a Delaware limited partnership (the “Operating Partnership”), Strategic Storage Trust II, Inc., a Maryland corporation and the sole general partner of the Operating Partnership (the “Company”), and SSTI Preferred Investor, LLC, a Delaware limited liability company (the “Purchaser”).
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P. ESTABLISHING SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS OF LIMITED PARTNERSHIP INTERESTLimited Partnership Agreement • November 6th, 2014 • Strategic Storage Trust II, Inc. • Real estate investment trusts
In accordance with Section 4.2(a)(i) and Article 12 of the Second Amended and Restated Limited Partnership Agreement, effective as of November 3, 2014 (the “Partnership Agreement”), of Strategic Storage Operating Partnership II, L.P. (the “Partnership”), the Partnership Agreement is hereby amended by this Amendment No. 1 thereto (this “Amendment”) to establish a series of up to 2,600,000 preferred units of limited partnership interest of the Partnership which shall be designated the “Series A Cumulative Redeemable Preferred Units” (the “Preferred Units”), having the rights, preferences, powers, privileges and restrictions, qualifications and limitations set forth below and which shall be issued to SSTI Preferred Investor, LLC (the “Purchaser”). Certain terms used herein are defined in Section 10 of Exhibit I hereto. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Partnership Agreement.
ASSUMPTION AGREEMENTAssumption Agreement • November 6th, 2014 • Strategic Storage Trust II, Inc. • Real estate investment trusts • New York
This Assumption Agreement (“Agreement”) is dated as of November 3, 2014, by U.S. BANK NATIONAL ASSOCIATION, as Trustee for the registered holders of WFRBS Commercial Mortgage Trust 2013-C16, Commercial Mortgage Pass-Through Certificates, Series 2013-C16 (“Lender”), FLAGSHIP PROPERTIES III, LLC, a Delaware limited liability company (“Borrower”), and SST II 5012 NEW BERN AVE, LLC, a Delaware limited liability company (the “New Bern Buyer”), SST II 150 AIRPORT BLVD, LLC, a Delaware limited liability company (the “Airport Buyer”), SST II 338 JESSE ST, LLC, a Delaware limited liability company (the “Jesse Street Buyer”), SST II 120 CENTREWEST CT, LLC, a Delaware limited liability company (the “Centrewest Buyer”) , and SST II 4630 DICK POND RD, LLC, a Delaware limited liability company (“Dick Pond Buyer” and, together with the New Bern Buyer, the Airport Buyer, the Jesse Street Buyer and the Centrewest Buyer, sometimes herein individually and collectively referred to and jointly and severall
