0000950152-06-003390 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 24th, 2006 • U-Store-It Trust • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of April 24, 2006, by and among U-Store-It Trust, a Maryland real estate investment trust (the “Company”), U-Store-It, L.P., a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Indemnitors”), and Dean Jernigan (the “Indemnitee”).

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DEAN JERNIGAN EMPLOYMENT AGREEMENT
Dean Jernigan Employment Agreement • April 24th, 2006 • U-Store-It Trust • Real estate investment trusts • Ohio

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of April 24, 2006 by and between U-STORE-IT TRUST, a Maryland real estate investment trust (the “Company”), and Dean Jernigan (the “Executive”).

AGREEMENT FOR SALE AND PURCHASE
Agreement for Sale and Purchase • April 24th, 2006 • U-Store-It Trust • Real estate investment trusts • Ohio

THIS AGREEMENT FOR SALE AND PURCHASE (“Agreement”) made and entered into by and among JPG 3595 ANDERSON FARM, LLC, a Delaware limited partnership, JPG 1350 N. 1st STREET, L.P., a Delaware limited partnership, JPG 1236 TEXAS STREET, L.P., a Delaware limited partnership, JPG 201 N. I-35 L.P., a Delaware limited partnership, JPG 6446 EAST MAIN, LLC, a Delaware limited partnership, JPG 5411 WEST BROAD, LLC, a Delaware limited partnership, JPG 3300 SOUTHWEST LLC, a Delaware limited partnership, JPG 5252 NIKE DRIVE, LLC, a Delaware limited partnership, and JPG 43 OLD OLDEN, LLC, a Delaware limited partnership (individually, a “Seller”, and together, “Sellers”), whose address is 5350 Poplar Avenue, No. 410, Memphis, Tennessee 38119, and U-STORE-IT, L.P., a Delaware limited partnership, and/or its assigns (“Buyer”) whose address is 6745 Engle Road, Suite 300, Cleveland, Ohio 44130.

ROBERT J. AMSDELL AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 24th, 2006 • U-Store-It Trust • Real estate investment trusts • Ohio

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of April 24, 2006, by and between U-STORE-IT TRUST, a Maryland real estate investment trust (the “Company”), and Robert J. Amsdell (the “Executive”).

U-STORE-IT TRUST 2004 EQUITY INCENTIVE PLAN NONQUALIFIED SHARE OPTION AGREEMENT
Nonqualified Share Option Agreement • April 24th, 2006 • U-Store-It Trust • Real estate investment trusts

U-Store-It Trust, a Maryland real estate investment trust (the “Company”), grants an option to purchase common shares of beneficial interest, $.01 par value, (the “Shares”) of the Company to the Optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s 2004 Equity Incentive Plan (the “Plan”).

NONCOMPETITION AGREEMENT
Noncompetition Agreement • April 24th, 2006 • U-Store-It Trust • Real estate investment trusts • Ohio

THIS NONCOMPETITION AGREEMENT (this “Agreement”) is entered into as of April 24, 2006 by and between U-STORE-IT TRUST, a Maryland real estate investment trust (the “Company”), and Dean Jernigan (the “Executive”).

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