0001564590-19-038732 Sample Contracts

INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • October 30th, 2019 • SmartStop Self Storage REIT, Inc. • Real estate investment trusts • New York

This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of October 29, 2019, is by and between SmartStop Self Storage REIT, Inc. a Maryland corporation (the “Company”), and Extra Space Storage LP, a Delaware limited partnership (the “Purchaser”). The Purchaser and any other Person who may become a party hereto pursuant to Section 5(c) are referred to individually as a “Stockholder” and collectively as the “Stockholders.”

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PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • October 30th, 2019 • SmartStop Self Storage REIT, Inc. • Real estate investment trusts • Maryland

PREFERRED STOCK PURCHASE AGREEMENT, dated as of October 29, 2019 (this “Agreement”), by and between SmartStop Self Storage REIT, Inc., a Maryland corporation (the “Company”), and Extra Space Storage LP, a Delaware limited partnership (the “Purchaser”).

AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SMARTSTOP OP, L.P. DESIGNATION OF SERIES A CONVERTIBLE PREFERRED PARTNERSHIP UNITS
SmartStop Self Storage REIT, Inc. • October 30th, 2019 • Real estate investment trusts

In accordance with Section 4.2 and Article 11 of the Third Amended and Restated Limited Partnership Agreement, effective as of June 28, 2019 (the “Partnership Agreement”), of SmartStop OP, L.P. (formerly Strategic Storage Operating Partnership II, L.P.) (the “Partnership”), the Partnership Agreement is hereby amended by this Amendment No. 1 thereto (this “Amendment”) to create a new series of Preferred Units designated as “Series A Convertible Preferred Partnership Units” (the “Series A Preferred Units”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Partnership Agreement.

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