Common use of RIGHTS AND OBLIGATIONS OF THE Clause in Contracts

RIGHTS AND OBLIGATIONS OF THE. LIMITED PARTNERS 27 8.1 Management of the Partnership 27 8.2 Power of Attorney 27 8.3 Limitation on Liability of Limited Partners 27 8.4 Exchange Right 27 ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 29 9.1 Purchase for Investment 29 9.2 Restrictions on Transfer of Limited Partnership Interests 29 9.3 Admission of Substitute Limited Partner 30 9.4 Rights of Assignees of Partnership Interests 31 9.5 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 31 9.6 Joint Ownership of Interests 31 9.7 Redemption of Partnership Units 32 ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 32 10.1 Books and Records 32 10.2 Custody of Partnership Funds; Bank Accounts 32 10.3 Fiscal and Taxable Year 32 10.4 Annual Tax Information and Report 32 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 32 10.6 Reports Made Available to Limited Partners 33 ARTICLE 11 AMENDMENT OF AGREEMENT; MERGER 34 ARTICLE 12 GENERAL PROVISIONS 34 12.1 Notices 34 12.2 Survival of Rights 34 12.3 Additional Documents 34 12.4 Severability 34 12.5 Entire Agreement 34 12.6 Pronouns and Plurals 34 12.7 Headings 34 12.8 Counterparts 34 12.9 Governing Law 35 EXHIBIT A GENERAL PARTNER AND LIMITED PARTNER CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS 37 EXHIBIT B NOTICE OF EXERCISE OF EXCHANGE RIGHT 38 EXHIBIT C DESCRIPTION OF CLASS B LIMITED PARTNERSHIP UNITS 39 THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP, L.P. 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. The First Amended and Restated Limited Partnership Agreement was entered into effective as of March 17, 2008. The Second Amended and Restated Limited Partnership Agreement was entered into effective as of March 28, 2014. This Third Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into on September 4, 2014 to be effective at 11:59 PM Pacific Daylight Time on August 31, 2014 among Strategic Storage Trust, Inc., a Maryland corporation (the “General Partner”), the Limited Partners set forth on Exhibit A hereto, and such additional 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.

RIGHTS AND OBLIGATIONS OF THE. LIMITED PARTNERS 27 30 8.1 Management of the Partnership 27 30 8.2 Power of Attorney 27 30 8.3 Limitation on Liability of Limited Partners 27 31 8.4 Exchange Ownership by Limited Partner of Corporate General Partner or Affiliate 31 8.5 Redemption Right 27 31 8.6 Redemption of Special Partnership Units 33 8.7 Distribution Reinvestment Plan 33 ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 29 34 9.1 Purchase for Investment 29 34 9.2 Restrictions on Transfer of Limited Partnership Interests 29 34 9.3 Admission of Substitute Limited Partner 30 35 9.4 Rights of Assignees of Partnership Interests 31 36 9.5 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 31 36 9.6 Joint Ownership of Interests 31 9.7 Redemption of Partnership Units 32 37 ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 32 37 10.1 Books and Records 32 37 10.2 Custody of Partnership Funds; Bank Accounts 32 37 10.3 Fiscal and Taxable Year 32 37 10.4 Annual Tax Information and Report 32 38 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 32 38 10.6 Reports Made Available to Limited Partners 33 38 ARTICLE 11 AMENDMENT OF AGREEMENT; MERGER 34 39 ARTICLE 12 GENERAL PROVISIONS 34 39 12.1 Notices 34 39 12.2 Survival of Rights 34 39 12.3 Additional Documents 34 39 12.4 Severability 34 40 12.5 Entire Agreement 34 40 12.6 Pronouns and Plurals 34 40 12.7 Headings 34 40 12.8 Counterparts 34 40 12.9 Governing Law 35 40 EXHIBIT A GENERAL PARTNER AND LIMITED PARTNER CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS 37 INTEREST A-1 EXHIBIT B NOTICE OF EXERCISE OF EXCHANGE REDEMPTION RIGHT 38 EXHIBIT C DESCRIPTION OF CLASS B LIMITED PARTNERSHIP UNITS 39 THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF B-1 Source: TNP STRATEGIC STORAGE OPERATING PARTNERSHIPRETAIL TRUST, L.P. Strategic Storage Operating PartnershipINC., L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of DelawareEX-10.3, 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. The First Amended and Restated Limited Partnership Agreement was entered into effective as of March 17, 2008. The Second Amended and Restated Limited Partnership Agreement was entered into effective as of March 28, 2014. This Third Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into on September 4, 2014 to be effective at 11:59 PM Pacific Daylight Time on August 31, 2014 among Strategic Storage Trust, Inc., a Maryland corporation (the “General Partner”), the Limited Partners set forth on Exhibit A hereto, and such additional Limited Partners party hereto from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.5/11/2009 | Powered by Intelligize

RIGHTS AND OBLIGATIONS OF THE. LIMITED PARTNERS 27 36 8.1 Management of the Partnership 27 36 8.2 Power of Attorney 27 36 8.3 Limitation on Liability of Limited Partners 27 36 8.4 Exchange Right 27 36 ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 29 38 9.1 Purchase for Investment 29 38 9.2 Restrictions on Transfer of Limited Partnership Interests 29 38 9.3 Admission of Substitute Limited Partner 30 39 9.4 Rights of Assignees of Partnership Interests 31 40 9.5 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 31 41 9.6 Joint Ownership of Interests 31 41 9.7 Redemption of Partnership Units 32 41 ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 32 41 10.1 Books and Records 32 41 10.2 Custody of Partnership Funds; Bank Accounts 32 41 10.3 Fiscal and Taxable Year 32 42 10.4 Annual Tax Information and Report 32 42 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 32 42 10.6 Reports Made Available to Limited Partners 33 42 ARTICLE 11 AMENDMENT OF AGREEMENT; MERGER 34 43 ARTICLE 12 GENERAL PROVISIONS 34 43 12.1 Notices 34 43 12.2 Survival of Rights 34 43 12.3 Additional Documents 34 44 12.4 Severability 34 44 12.5 Entire Agreement 34 44 12.6 Pronouns and Plurals 34 44 12.7 Headings 34 44 12.8 Counterparts 34 44 12.9 Governing Law 35 44 EXHIBIT A GENERAL PARTNER AND ORIGINAL LIMITED PARTNER PARTNER, CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS 37 46 EXHIBIT B NOTICE OF EXERCISE OF EXCHANGE RIGHT 38 EXHIBIT C DESCRIPTION OF CLASS B LIMITED PARTNERSHIP UNITS 39 THIRD 47 SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP, L.P. 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. The First Amended and Restated Limited Partnership Agreement was entered into effective as of March 17, 2008. The This Second Amended and Restated Limited Partnership Agreement was entered into effective as of March 28, 2014. This Third Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into on September 4, 2014 to be effective at 11:59 PM Pacific Daylight Time on August 31as of March 28, 2014 among Strategic Storage Trust, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partner, the Special Limited Partners and the Limited Partners set forth on Exhibit A hereto, and such additional 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.

RIGHTS AND OBLIGATIONS OF THE. LIMITED PARTNERS 27 30 8.1 Management of the Partnership 27 30 8.2 Power of Attorney 27 30 8.3 Limitation on Liability of Limited Partners 27 30 8.4 Exchange Ownership by Limited Partner of Corporate General Partner or Affiliate 30 8.5 Limited Partner Right 27 of Redemption 30 8.6 Redemption of Special Limited Partnership Units 31 ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 29 UNITS 32 9.1 Purchase for Investment 29 32 9.2 Restrictions on Transfer of Limited Partnership Interests 29 Units 32 9.3 Admission of Substitute Limited Partner 30 33 9.4 Rights of Assignees of Partnership Interests 31 Units 34 9.5 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 31 Partner. 34 9.6 Joint Ownership of Interests 31 9.7 Redemption of Partnership Units 32 34 ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 32 34 10.1 Books and Records 32 34 10.2 Custody of Partnership Funds; Bank Accounts 32 34 10.3 Fiscal and Taxable Year 32 35 10.4 Annual Tax Information and Report 32 35 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 32 35 10.6 Reports Made Available to Limited Partners 33 35 ARTICLE 11 AMENDMENT OF AGREEMENT; MERGER 34 AGREEMENT 36 ARTICLE 12 GENERAL PROVISIONS 34 36 12.1 Notices 34 36 12.2 Survival of Rights 34 36 12.3 Additional Documents 34 36 12.4 Severability 34 36 12.5 Entire Agreement 34 36 12.6 Pronouns and Plurals 34 37 12.7 Headings 34 37 12.8 Counterparts 34 37 12.9 Governing Law 35 37 EXHIBIT A GENERAL PARTNER AND LIMITED PARTNER CAPITAL CONTRIBUTIONS AND PERCENTAGE & INTERESTS 37 A-1 EXHIBIT B NOTICE OF EXERCISE OF EXCHANGE REDEMPTION RIGHT 38 B-1 EXHIBIT C DESCRIPTION NOTICE OF CLASS B ELECTION BY PARTNER TO CONVERT LTIP UNITS INTO LIMITED PARTNERSHIP UNITS 39 THIRD AMENDED AND RESTATED C-1 EXHIBIT D NOTICE OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION OF LTIP UNITS INTO LIMITED PARTNERSHIP UNITS D-1 LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE RODIN GLOBAL PROPERTY TRUST OPERATING PARTNERSHIP, L.P. 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. The First Amended and Restated Limited Partnership Agreement was entered into effective as of March 17, 2008. The Second Amended and Restated Limited Partnership Agreement was entered into effective as of March 28, 2014. LP This Third Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into on September 4this 23rd day of March, 2014 to be effective at 11:59 PM Pacific Daylight Time on August 31, 2014 among Strategic Storage 2017 between Rodin Global Property Trust, Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto, and such additional Limited Partners party hereto as amended from time to time. Capitalized terms used herein but not otherwise defined shall have the meanings given them to such terms in Article 1.

RIGHTS AND OBLIGATIONS OF THE. LIMITED PARTNERS 27 35 8.1 Management of the Partnership 27 35 8.2 Power of Attorney 27 35 8.3 Limitation on Liability of Limited Partners 27 35 8.4 Exchange Right 27 35 ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 29 37 9.1 Purchase for Investment 29 37 9.2 Restrictions on Transfer of Limited Partnership Interests 29 37 9.3 Admission of Substitute Limited Partner 30 38 9.4 Rights of Assignees of Partnership Interests 31 39 9.5 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 31 39 9.6 Joint Ownership of Interests 31 40 9.7 Redemption of Partnership Units 32 40 ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 32 40 10.1 Books and Records 32 40 10.2 Custody of Partnership Funds; Bank Accounts 32 40 10.3 Fiscal and Taxable Year 32 40 10.4 Annual Tax Information and Report 32 41 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 32 41 10.6 Reports Made Available to Limited Partners 33 41 ARTICLE 11 AMENDMENT OF AGREEMENT; MERGER 34 42 ARTICLE 12 GENERAL PROVISIONS 34 42 12.1 Notices 34 42 12.2 Survival of Rights 34 42 12.3 Additional Documents 34 42 12.4 Severability 34 42 12.5 Entire Agreement 34 42 12.6 Pronouns and Plurals 34 43 12.7 Headings 34 43 12.8 Counterparts 34 43 12.9 Governing Law 35 43 EXHIBIT A GENERAL PARTNER AND ORIGINAL LIMITED PARTNER PARTNER, CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS 37 A-1 EXHIBIT B NOTICE OF EXERCISE OF EXCHANGE RIGHT 38 B-1 EXHIBIT C DESCRIPTION DESIGNATION OF CLASS B LIMITED PARTNERSHIP THE RIGHTS, POWERS, PRIVILEGES, RESTRICTIONS, QUALIFICATIONS, AND LIMITATIONS OF THE SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS 39 C-1 THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE SSSHT OPERATING PARTNERSHIP, L.P. Strategic Storage SSSHT 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 14October 5, 2007. The First Amended and Restated Limited Partnership Agreement was entered into effective as of March 17, 2008. The Second Amended and Restated Limited Partnership Agreement was entered into effective as of March 28, 20142016. This Third Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into on September 4effective as of , 2014 to be effective at 11:59 PM Pacific Daylight Time on August 31, 2014 201_ among Strategic Storage Student & Senior Housing Trust, Inc., a Maryland corporation (the “General Partner”), the Original Limited Partners Partner and the Special Limited Partner set forth on Exhibit A hereto, and such additional 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.

RIGHTS AND OBLIGATIONS OF THE. LIMITED PARTNERS 27 30 8.1 Management of the Partnership 27 30 8.2 Power of Attorney 27 30 8.3 Limitation on Liability of Limited Partners 27 30 8.4 Exchange Right 27 Ownership by Limited Partner of Corporate General Partner or Affiliate 30 8.5 Redemption of Special Limited Partnership Units 30 ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 29 UNITS 31 9.1 Purchase for Investment 29 31 9.2 Restrictions on Transfer of Limited Partnership Interests 29 Units 31 9.3 Admission of Substitute Limited Partner 30 33 9.4 Rights of Assignees of Partnership Interests 31 Units 33 9.5 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 31 34 9.6 Joint Ownership of Interests 31 9.7 Redemption of Partnership Units 32 34 ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 32 34 10.1 Books and Records 32 34 10.2 Custody of Partnership Funds; Bank Accounts 32 35 10.3 Fiscal and Taxable Year 32 35 10.4 Annual Tax Information and Report 32 35 10.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments 32 35 10.6 Reports Made Available to Limited Partners 33 36 ARTICLE 11 AMENDMENT OF AGREEMENT; MERGER 34 AGREEMENT 36 ARTICLE 12 GENERAL PROVISIONS 34 37 12.1 Notices 34 37 12.2 Survival of Rights 34 37 12.3 Additional Documents 34 37 12.4 Severability 34 37 12.5 Entire Agreement 34 37 12.6 Pronouns and Plurals 34 37 12.7 Headings 34 37 12.8 Counterparts 34 38 12.9 Governing Law 35 38 EXHIBIT A GENERAL PARTNER AND LIMITED PARTNER CAPITAL - CONTRIBUTIONS AND PERCENTAGE INTERESTS 37 EXHIBIT B NOTICE OF EXERCISE OF EXCHANGE RIGHT 38 EXHIBIT C DESCRIPTION OF CLASS B LIMITED PARTNERSHIP UNITS 39 THIRD & INTEREST A-1 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP, L.P. 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. The First Amended and Restated Limited Partnership Agreement was entered into effective as of March 17, 2008. The Second Amended and Restated Limited Partnership Agreement was entered into effective as of March 28, 2014. This Third Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into on September 4, 2014 to be effective at 11:59 PM Pacific Daylight Time on August 31, 2014 among Strategic Storage Trust, Inc., a Maryland corporation (the “General Partner”), the Limited Partners set forth on Exhibit A hereto, and such additional 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.OF