0001193125-13-421188 Sample Contracts

ADVISORY AGREEMENT BY AND AMONG STRATEGIC STORAGE TRUST II, INC., STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P. AND STRATEGIC STORAGE ADVISOR II, LLC
Advisory Agreement • October 31st, 2013 • Strategic Storage Trust II, Inc. • Real estate investment trusts • California

THIS ADVISORY AGREEMENT, dated as of , 2013, is entered into among STRATEGIC STORAGE TRUST II, INC., a Maryland corporation (the “Company”), STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (the “Operating Partnership”) and STRATEGIC STORAGE ADVISOR II, LLC, a Delaware limited liability company (the “Advisor”).

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FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P.
Strategic Storage Trust II, Inc. • October 31st, 2013 • 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 First Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of , 201 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.

ESCROW AGREEMENT
Escrow Agreement • October 31st, 2013 • Strategic Storage Trust II, Inc. • Real estate investment trusts • California

This Escrow Agreement (this “Agreement”) is made and entered into as of this day of , 2013 by and among Strategic Storage Trust II, 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”).

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