AGREEMENT AND PLAN OF MERGER by and among NATIONAL STORAGE AFFILIATES TRUST, NSA HOLDING COMPANY I, LLC and SECURCARE SELF STORAGE, INC., ARLEN NORDHAGEN, DAVID CRAMER AND JUSTIN HLIBICHUK, each individually, and ARLEN NORDHAGEN, in his capacity as...Agreement and Plan of Merger • April 10th, 2020 • Nordhagen Arlen Dale • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of February 24, 2020 is made by and among SecurCare Self Storage, Inc., a Colorado corporation (the "Company"), National Storage Affiliates Trust, a Maryland real estate investment trust ("Parent"), NSA Holding Company I, LLC, a Delaware limited liability company ("Merger Sub"), Arlen Nordhagen, David Cramer, and Justin Hlibichuk, individually (collectively, the "Key Persons"), and Arlen Nordhagen, in his capacity as representative of the Securityholders (in such capacity, the "Securityholder Representative"). Parent, Merger Sub, the Company, the Key Persons and the Securityholder Representative shall be referred to herein from time to time as a "Party" and collectively as the "Parties." Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.
Lock-up AgreementLock-Up Agreement • April 10th, 2020 • Nordhagen Arlen Dale • Real estate investment trusts • New York
UNIT RECAPITALIZATION, EXCHANGE AND LOCKUP AGREEMENTRecapitalization, Exchange and Lockup Agreement • April 10th, 2020 • Nordhagen Arlen Dale • Real estate investment trusts • New York
This Unit Recapitalization, Exchange and Lockup Agreement (this "Agreement") is made and entered into as of March 30, 2020, by and among NSA OP, LP, a Delaware limited partnership ("NSA OP"), NSA BV DR, LLC, a Delaware limited liability company ("NSA BV"), SecurCare American Portfolio, LLC, a Delaware limited liability company ("SAP"), Arlen D. Nordhagen, an individual ("Nordhagen") and Wendy P. Nordhagen, an individual. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Second Amended and Restated Limited Liability Company Agreement of SAP dated October 1, 2015 (as amended, the "SAP LLCA").
FINANCIAL ASSETS SECURITY AGREEMENT (For Demand Facilities)Financial Assets Security Agreement • April 10th, 2020 • Nordhagen Arlen Dale • Real estate investment trusts • New York
FINANCIAL ASSETS SECURITY AGREEMENT, dated as of September 13, 2017 (this “Agreement”), made by ARLEN NORDHAGEN, an individual (the “Grantor”), to MORGAN STANLEY PRIVATE BANK, NATIONAL ASSOCIATION, a national banking association (the “Lender” or “Secured Party”).
