REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of June 28, 2019, is made by and among STRATEGIC STORAGE TRUST II, INC., a Maryland corporation (SST II), STRATEGIC STORAGE OPERATING PARTNERSHIP II, L.P., a Delaware limited partnership (Operating Partnership), and SMARTSTOP OP HOLDINGS, LLC, a Delaware limited liability company (SS OP Holdings), SS GROWTH ADVISOR, LLC, a Delaware limited liability company (SS Growth Advisor), STRATEGIC 1031, LLC, a Delaware limited liability company (Strategic 1031), SS TORONTO REIT ADVISORS, INC., a Delaware corporation (SS Toronto REIT Advisors), SAN JUAN CAPITAL, LLC (San Juan Capital), and JDW 1998 TRUST (JDW).
WHEREAS, SST II, the Operating Partnership, SS OP Holdings and SmartStop Asset Management, LLC have entered into a Contribution Agreement dated as of the date hereof (the Contribution Agreement), pursuant to which SS OP Holdings and SmartStop Asset Management, LLC (SAM) are contributing to the Operating Partnership personnel and certain other assets used in the operation of the self storage sponsor platform of SAM in exchange for the consideration described therein, including units of Class A-1 limited partnership interest in the Operating Partnership (the Class A-1 OP Units) and units of Class A-2 limited partnership interest in the Operating Partnership (which, once converted in accordance with their terms, will be Class A-1 OP Units for all purposes, including for purposes of this Agreement);
WHEREAS, SS Growth Advisor, Strategic 1031, SS Toronto REIT Advisors, San Juan Capital and JDW each own units of Class A limited partnership interest in the Operating Partnership (the Class A OP Units; and together with the Class A-1 OP Units, the OP Units);
WHEREAS, upon the terms and subject to the conditions contained in the Operating Partnership Agreement, as amended, the OP Units will be redeemable for shares of common stock of SST II, par value $0.001 per share (the Common Stock), provided, however, such OP Units may not be redeemed by SS OP Holdings for Common Stock of SST II until June 28, 2021 (the Lock-Up Expiration);
WHEREAS, SS OP Holdings has agreed to the Lock-Up Expiration and SST II has agreed to grant the registration rights set forth herein, after the Lock-Up Expiration; and
WHEREAS, the parties hereto desire to enter into this Agreement to evidence the foregoing agreement of SST II and the mutual covenants of the parties relating thereto.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Definitions. In this Agreement, the following terms have the following respective meanings:
Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. The term control (including the terms controlling, controlled by and under common control with) means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.