Strategic Storage Trust IV, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 10th, 2020 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 10th day of November, 2020, by and between Strategic Storage Trust IV, Inc., a Maryland corporation (the “Company”), and [_____] (the “Indemnitee”).

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FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP IV, L.P.
Limited Partnership Agreement • July 22nd, 2016 • Strategic Storage Trust IV, Inc. • Delaware

Strategic Storage Operating Partnership IV, 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 June 2, 2016. This First Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of , 2017, among Strategic Storage Trust IV, 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.

AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 27, 2019 among STRATEGIC STORAGE OPERATING PARTNERSHIP IV, L.P. AND CERTAIN AFFILIATED ENTITIES, collectively as Borrower and The Lenders Party Hereto and KEYBANK, NATIONAL ASSOCIATION, as...
Credit Agreement • July 3rd, 2019 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of the 27th day of June, 2019, and among Strategic Storage Operating PARTNERSHIP IV, L.P., a Delaware limited partnership (the “Lead Borrower”), each other Borrower (as defined herein), the Lenders (as defined herein) and KeyBank as Administrative Agent (as defined herein).

STRATEGIC STORAGE TRUST IV, INC. DEALER MANAGER AGREEMENT Up to $1.095 Billion in Shares of Common Stock
Dealer Manager Agreement • February 10th, 2017 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • California

Strategic Storage Trust IV, 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, consisting of Class A Shares at a purchase price of $25.00 per share (up to $450,000,000 in shares), Class T Shares at a purchase price of $24.21 per share (up to $450,000,000 in shares) and Class W Shares as a purchase price of $22.75 per share (up to $100,000,000 in shares), and $95 million in Shares to be offered pursuant to the Company’s distribution reinvestment plan, consisting of Class A Shares at a purchase price of $23.75 per share, Class T Shares at a purchase price of $23.00 per share and Class W Shares at a purchase price of $22.75 per share. The Company reserves the right to reallocate the Shares offered among classes of Shares and between the primary offering and the distr

ADVISORY AGREEMENT BY AND AMONG STRATEGIC STORAGE TRUST IV, INC., STRATEGIC STORAGE OPERATING PARTNERSHIP IV, L.P. AND STRATEGIC STORAGE ADVISOR IV, LLC
Advisory Agreement • March 9th, 2017 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • California

This ADVISORY AGREEMENT, dated as of March 3, 2017, is entered into among STRATEGIC STORAGE TRUST IV, INC., a Maryland corporation (the “Company”), STRATEGIC STORAGE OPERATING PARTNERSHIP IV, L.P., a Delaware limited partnership (the “Operating Partnership”), and STRATEGIC STORAGE ADVISOR IV, LLC, a Delaware limited liability company (the “Advisor”).

FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP IV, L.P.
Strategic Storage Trust IV, Inc. • February 10th, 2017 • Real estate investment trusts • Delaware

Strategic Storage Operating Partnership IV, 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 June 2, 2016. This First Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of January 17, 2017, among Strategic Storage Trust IV, 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.

GUARANTY
Guaranty • August 6th, 2018 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • New York

THIS GUARANTY (this “Guaranty”) dated as of July 31, 2018, executed and delivered by each of the undersigned, whether one or more, (individually and collectively, “Guarantor”), in favor of (a) KeyBank, National Association, in its capacity as Administrative Agent (the “Agent”) for the Lenders under that certain Credit Agreement dated as of even date herewith, by and among SST IV 1105 NE INDUSTRIAL BLVD, LLC, a Delaware limited liability company, SST IV 3730 EmmetT F Lowry Expy, LLC, a Delaware limited liability company, SST IV 3167 Van Buren Blvd, LLC, a Delaware limited liability company, SST IV 8020 Las Vegas Blvd S, LLC, a Delaware limited liability company, SST IV 1401 N Meridian Ave, LLC, a Delaware limited liability company, and SST IV 2555 W Centennial Pkwy, LLC, a Delaware limited liability company (collectively, the “Borrower”), the financial institutions party thereto and their assignees in accordance therewith (the “Lenders”), and the Agent (as the same may be amended, resta

FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP IV, L.P.
Limited Partnership Agreement • December 5th, 2016 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • Delaware

Strategic Storage Operating Partnership IV, 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 June 2, 2016. This First Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of , 2017, among Strategic Storage Trust IV, 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.

FORM OF ESCROW AGREEMENT BETWEEN STRATEGIC STORAGE TRUST IV, INC. AND UMB BANK, N.A.
Escrow Agreement • December 5th, 2016 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • California

This Escrow Agreement (this “Agreement”) is made and entered into as of this day of , 201 by and among Strategic Storage Trust IV, Inc., a Maryland corporation (the “Company”), Select Capital Corporation, a California corporation (the “Dealer Manager”), and UMB Bank, N.A., as Escrow Agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 21st, 2018 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • New Jersey

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed by and between 99 Evergreen, LLC, a New Jersey limited liability company (“Seller”), and SST IV Acquisitions, LLC, a Delaware limited liability company (“Purchaser”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 23rd, 2017 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • Florida

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed by and between Nuvo Riverside, LLC, a Florida limited liability company (“Seller”), and SST IV Acquisitions, LLC, a Delaware limited liability company (“Purchaser”).

GUARANTY AGREEMENT
Guaranty Agreement • February 3rd, 2020 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT (this “Guaranty”) is made effective as of January 31, 2020, by STRATEGIC STORAGE TRUST IV, INC., a Maryland corporation, whose address is 10 Terrace Road, Ladera Ranch, CA 92694 (“Guarantor”) in favor of KeyBank National Association, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 (together with its successors and assigns, “Lender”).

syndicated TERM LOAN AGREEMENT
Syndicated Term Loan Agreement • April 3rd, 2020 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • Illinois

THIS SYNDICATED TERM LOAN AGREEMENT (the “Agreement”) is executed as of March 30, 2020, by and among SST IV 13788 W GREENWAY RD, LLC, SST IV 852 METCALF ST, LLC, SST IV 1071 MARSHALL FARMS RD, LLC and SST IV 9800 ARDREY KELL RD, LLC, each, a Delaware limited liability company (individually and collectively, “Borrower”), each of the lending institutions listed on Schedule 2.1 hereto and which may now or hereafter become parties hereof) (individually, a “Bank” and collectively, the “Banks”), and TCF NATIONAL BANK, a national banking association (in its individual capacity, “TCF”, and in its capacity as lead arranger and administrative agent acting for itself and the Banks “Administrative Agent.”)

LOAN AGREEMENT
Loan Agreement • February 3rd, 2020 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG SMARTSTOP SELF STORAGE REIT, INC., SST IV MERGER SUB, LLC, AND STRATEGIC STORAGE TRUST IV, INC. DATED AS OF NOVEMBER 10, 2020
Agreement and Plan of Merger • November 10th, 2020 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • Maryland

This AGREEMENT AND PLAN OF MERGER, dated as of November 10, 2020 (this “Agreement”), is entered into by and among SmartStop Self Storage REIT, Inc., a Maryland corporation (“SmartStop”), SST IV Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of SmartStop (“Merger Sub”), and Strategic Storage Trust IV, Inc., a Maryland corporation (“SST IV”). Each of SmartStop, Merger Sub, and SST IV is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • April 19th, 2018 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • California

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed by and between Escondido-Metcalf SS, LLC, a Delaware limited liability company (“Seller”), and SST IV Acquisitions, LLC, a Delaware limited liability company (“Purchaser”).

GUARANTY
Guaranty • July 3rd, 2019 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • New York

THIS GUARANTY (this “Guaranty”) dated as of June 27, 2019, executed and delivered by each of the undersigned, whether one or more (individually and collectively, “Guarantor”), in favor of (a) KeyBank National Association, in its capacity as Administrative Agent (the “Agent”) for the Lenders and the Issuing Bank under that certain Amended and Restated Credit Agreement dated as of even date herewith, by and among STRATEGIC STORAGE OPERATING PARTNERSHIP IV, L.P., a Delaware limited partnership, and its Subsidiaries party to the Credit Agreement as borrower (collectively, the “Borrower”), the financial institutions party thereto and their assignees in accordance therewith (the “Lenders”), and the Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Credit Agreement”) and (b) the Lenders.

REDEMPTION OF SPECIAL LIMITED PARTNER INTEREST AGREEMENT
Special Limited Partner Interest Agreement • November 10th, 2020 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • Delaware

This Redemption of Special Limited Partner Interest Agreement (this “Redemption Agreement”) is entered into as of November 10, 2020, by and among Strategic Storage Trust IV, Inc., a Maryland corporation (“SST IV”), Strategic Storage Operating Partnership IV, L.P., a Delaware limited partnership (the “Operating Partnership”), and SmartStop Storage Advisors, LLC, a Delaware limited liability company (“SSA”).

PURCHASE AND SALE AGREEMENT BETWEEN CH SS FUND-TAYLOR/THEUS ORLANDO OCOEE, L.L.C., AS SELLER AND SST IV ACQUISITIONS, LLC, AS PURCHASER DATED OCTOBER 16, 2019
Purchase and Sale Agreement • October 22nd, 2019 • Strategic Storage Trust IV, Inc. • Real estate investment trusts
MASTER MORTGAGE COMMITMENT AGREEMENT OSHAWA SOUTH SELF STORAGE LIMITED PARTNERSHIP, OSHAWA SOUTH SELF STORAGE INC., LEASIDE SAM LIMITED PARTNERSHIP, LEASIDE SAM INC., BRAMPORT SAM LIMITED PARTNERSHIP, BRAMPORT SELF STORAGE INC., VAUGHAN NW SAM LIMITED...
Master Mortgage Commitment Agreement • July 15th, 2020 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • Ontario

WHEREAS SmartREIT Acquisitions Inc. (“Smart Investor”), SAM Canadian JV, LLC (“SmartStop Investor” and, together with Smart Investor, the “Investors”), Smart Management Limited Partnership (the “Smart Developer”) and SAM Canadian Developer, LLC (the “SmartStop Developer” and, together with the Smart Developer, the “Developers”) entered into a Joint Venture Framework Agreement dated as of the 12th day of January 2018 (the “Framework Agreement”);

JOINDER AGREEMENT
Joinder Agreement • November 12th, 2019 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • New York

THIS JOINDER AGREEMENT (the “Agreement”), is made as of the 5th day of November, 2019, by SST IV 7307 UNIVERSITY CITY BLVD, LLC, a Delaware limited liability company and SST IV 2307 HYDRAULIC RD, LLC, a Delaware limited liability company (collectively, the “New Guarantor”) in favor of KEYBANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for the lenders party to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 10th, 2019 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT (“Amendment”) is dated as of January 8, 2019, and executed by SST IV 1105 NE INDUSTRIAL BLVD, LLC, a Delaware limited liability company, SST IV 3730 EMMETT F LOWRY EXPY, LLC, a Delaware limited liability company, SST IV 3167 VAN BUREN BLVD, LLC, a Delaware limited liability company, SST IV 8020 LAS VEGAS BLVD S, LLC, a Delaware limited liability company, SST IV 1401 N MERIDIAN AVE, LLC, a Delaware limited liability company, SST IV 2555 W CENTENNIAL PKWY, LLC, a Delaware limited liability company, SST IV 275 GOODLETTE-FRANK RD, LLC, a Delaware limited liability company, SST IV 3101 TEXAS AVE S, LLC, a Delaware limited liability company, SST IV 3750 FM 1488, LLC, a Delaware limited liability company, SST IV 27236 US HWY 290, LLC, a Delaware limited liability company, SST IV 20535 W LAKE HOUSTON PKWY, LLC, a Delaware limited liability company and SST IV 7474 GOSLING RD, LLC, a Delaware limited liability company (hereinafter, collectively, “Borrower

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FIRST AMENDMENT TO LOAN DOCUMENTS
Loan Documents • September 9th, 2020 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • Illinois

This First Amendment to Loan Documents (this “Amendment”), dated as of September 2, 2020, is by and among SST IV 13788 W GREENWAY RD, LLC, SST IV 852 METCALF ST, LLC, SST IV 1071 MARSHALL FARMS RD, LLC, and SST IV 9800 ARDREY KELL RD, LLC, each, a Delaware limited liability company (collectively, the “Original Borrowers”), SST IV 3811 TAMIAMI TRL, LLC, a Delaware limited liability company (the “New Borrower”, and together with the Original Borrowers, the “Borrower”), STRATEGIC STORAGE TRUST IV, INC., a Maryland corporation (“Guarantor”), and TCF NATIONAL BANK, a national banking association (in its individual capacity, “TCF”, and in its capacity as lead arranger and administrative agent acting for the Loan, “Administrative Agent”).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 21st, 2019 • Strategic Storage Trust IV, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (herein called this “Amendment”) is made and entered into to be effective as of the 11th day of January, 2019, by and between 99 Evergreen, LLC, a New Jersey limited liability company (“Seller”), and SST IV Acquisitions, LLC, a Delaware limited liability company (“Purchaser”).

CREDIT AGREEMENT dated as of July 31, 2018 among THE PARTIES IDENTIFIED AS “BORROWER” PARTY HERETO, collectively as Borrower and The Lenders Party Hereto and KEYBANK, NATIONAL ASSOCIATION, as Administrative Agent
Credit Agreement • August 6th, 2018 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • New York

THIS CREDIT AGREEMENT (this “Agreement”) dated as of the 31st day of July, 2018 by and among each Borrower (as defined herein), the Lenders (as defined herein) and KeyBank as Administrative Agent (as defined herein).

GUARANTY OF RECOURSE CARVE-OUTS
Guaranty of Recourse • April 3rd, 2020 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • Illinois

This GUARANTY OF RECOURSE CARVE-OUTS dated as of March 30, 2020 (this “Guaranty”), is executed by STRATEGIC STORAGE TRUST IV, INC., a Maryland corporation (the “Guarantor”), to and for the benefit of TCF NATIONAL BANK, a national banking association (in its individual capacity and in its capacity as lead arranger and administrative agent acting for itself and the Banks, the “Lender”).

INCREASE AGREEMENT
Increase Agreement • November 12th, 2019 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • New York

This Increase Agreement (this “Agreement”) is made as of November 5, 2019, by and among STRATEGIC STORAGE OPERATING PARTNERSHIP IV, L.P., a Delaware limited partnership and each other Borrower signatory hereto (collectively, the “Borrower”), KEYBANK NATIONAL ASSOCIATION, a national banking association, as a Lender (“KeyBank”) and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent (the “Administrative Agent”).

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 21st, 2019 • Strategic Storage Trust IV, Inc. • Real estate investment trusts

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (herein called this “Amendment”) is made and entered into to be effective as of the 12th day of March, 2019, by and between 99 Evergreen, LLC, a New Jersey limited liability company (“Seller”), and SST IV Acquisitions, LLC, a Delaware limited liability company (“Purchaser”).

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 21st, 2019 • Strategic Storage Trust IV, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (herein called this “Amendment”) is made and entered into to be effective as of the 19th day of February, 2019, by and between 99 Evergreen, LLC, a New Jersey limited liability company (“Seller”), and SST IV Acquisitions, LLC, a Delaware limited liability company (“Purchaser”).

ADVISORY AGREEMENT BY AND AMONG STRATEGIC STORAGE TRUST IV, INC., STRATEGIC STORAGE OPERATING PARTNERSHIP IV, L.P. AND STRATEGIC STORAGE ADVISOR IV, LLC
Advisory Agreement • October 7th, 2016 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • California

This ADVISORY AGREEMENT, dated as of [ ], 201 , is entered into among STRATEGIC STORAGE TRUST IV, INC., a Maryland corporation (the “Company”), STRATEGIC STORAGE OPERATING PARTNERSHIP IV, L.P., a Delaware limited partnership (the “Operating Partnership”), and STRATEGIC STORAGE ADVISOR IV, LLC, a Delaware limited liability company (the “Advisor”).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 2nd, 2017 • Strategic Storage Trust IV, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (herein called this “Amendment”) is made and entered into to be effective as of the 27th day of October, 2017, by and between Nuvo Riverside, LLC, a Florida limited liability company (herein called “Seller”), and SST IV Acquisitions, LLC, a Delaware limited liability company (herein called “Purchaser”).

AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP IV, L.P.
Strategic Storage Trust IV, Inc. • November 13th, 2018 • Real estate investment trusts

In accordance with Article 11 of the First Amended and Restated Limited Partnership Agreement dated January 17, 2017 (the “Partnership Agreement”) of Strategic Storage Operating Partnership IV, L.P. (the “Partnership”), the Partnership Agreement is hereby amended by this Amendment No. 1 thereto (this “Amendment”) to revise certain definitions in connection with the incentive provisions in Section 5.2 of the Partnership Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Partnership Agreement.

INCREASE AGREEMENT
Increase Agreement • August 13th, 2019 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • New York

This Increase Agreement (this “Agreement”) is made as of August 9, 2019, by and among STRATEGIC STORAGE OPERATING PARTNERSHIP IV, L.P., a Delaware limited partnership and each other Borrower signatory hereto (collectively, the “Borrower”), KEYBANK, NATIONAL ASSOCIATION, as a Lender (“KeyBank”) and KEYBANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

Termination Agreement
Termination Agreement • November 10th, 2020 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • California

This TERMINATION AGREEMENT is made and entered into as of November 10, 2020 (this “Termination Agreement”), by and among Strategic Storage Trust IV, Inc., a Maryland corporation (the “Company”), Strategic Storage Operating Partnership IV, L.P., a Delaware limited partnership (the “Operating Partnership”), and Strategic Storage Advisor IV, LLC, a Delaware limited liability company (the “Advisor”). The Company, the Operating Partnership, and the Advisor are referred to in this Termination Agreement each as a “Party” and collectively as the “Parties.”

JOINDER AGREEMENT
Joinder Agreement • November 12th, 2019 • Strategic Storage Trust IV, Inc. • Real estate investment trusts • New York

THIS JOINDER AGREEMENT (the “Agreement”), is made as of the 5th day of November, 2019, by SST IV 23316 REDMOND FALL CITY RD NE, LLC, a Delaware limited liability company (the “New Guarantor”) in favor of KEYBANK, NATIONAL ASSOCIATION, as administrative agent for the lenders party to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

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