Form 8-K

8-K — Strategic Storage Trust VI, Inc.

Accession: 0001193125-26-443919

Filed: 2026-11-02

Period: 2026-10-30

CIK: 0001852575

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — sstvi-20261030.htm (Primary)

EX-3.1 (sstvi-ex3_1.htm)

EX-10.1 (sstvi-ex10_1.htm)

EX-10.2 (sstvi-ex10_2.htm)

EX-99.1 (sstvi-ex99_1.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: sstvi-20261030.htm · Sequence: 1

8-K

000185257512-31falsetrueNONE00018525752026-10-302026-10-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2026

Strategic Storage Trust VI, Inc.

(Exact name of registrant as specified in its charter)

Maryland

000-56545

85-3494431

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

10 Terrace Road, Ladera Ranch, California 92694

(Address of principal executive offices, including zip code)

(877) 327-3485

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01 Entry into a Material Definitive Agreement.

Amendment No. 7 to Second Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership VI, L.P.

On October 30, 2026, in connection with filing the Articles Supplementary (as defined below), Strategic Storage Trust VI, Inc., a Maryland corporation (the “Company”), entered into Amendment No. 7 to the Second Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership VI, L.P., a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), which amended the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, as amended, to create Series G Convertible Preferred Units having economic terms and designations, powers, preferences, rights and restrictions that are substantially similar to the Series G Preferred Stock (as defined below) (the “OP Agreement Amendment”).

The foregoing summary of the OP Agreement Amendment is qualified in its entirety by reference to the OP Agreement Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The disclosure set forth in Item 5.03 below with respect to the Articles Supplementary and the terms of the Series G Preferred Stock is incorporated herein by reference. The descriptions of the Articles Supplementary and the Series G Preferred Stock are qualified in their entirety by reference to the Articles Supplementary, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Investors’ Rights Agreement

In connection with the issuance of the Series G Preferred Stock, as described below, the Company and the holder thereof entered into an investors’ rights agreement (the “Investors’ Rights Agreement”). Pursuant to the Investors’ Rights Agreement, the holder of the Series G Preferred Stock has the right to request the Company to register for resale under the Securities Act of 1933, as amended (the “Securities Act”), shares of the Company’s Class A Common Stock, $0.001 par value per share, issued to the holder of the Series G Preferred Stock upon conversion of the shares of Series G Preferred Stock acquired in connection with the Merger (as defined below), subject to certain limitations. After the first anniversary of the issuance of such shares, the holder may request up to four demand registrations for an amount of shares equal to at least $15 million each. The Company will use its reasonable best efforts to (i) file a registration statement on Form S-3 within 30 days of such request (or a registration statement on Form S-11 or such other appropriate form within 60 days of such request) and (ii) cause such registration statement to become effective as promptly as practicable thereafter. The Investors’ Rights Agreement also grants the Investor certain “piggyback” registration rights.

The foregoing summary of the material terms of the Investors’ Rights Agreement is qualified in its entirety by reference to the Investors’ Rights Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Reference is made to the Agreement and Plan of Merger (the “Merger Agreement”), dated July 14, 2026, by and among the Company, Strategic Storage Growth Trust III, Inc., a Maryland corporation (“SSGT III”), and SSGT III Merger Sub, LLC, a Maryland limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub”).

Pursuant to the terms and conditions set forth in the Merger Agreement, on November 1, 2026, the Company acquired SSGT III by way of a merger of SSGT III with and into Merger Sub, with Merger Sub being the surviving entity (the “Merger”).

At the effective time of the Merger (the “Merger Effective Time”), (a) each share of SSGT III’s common stock, $0.001 par value per share, issued and outstanding immediately prior to the Merger Effective Time (other than shares owned by the Company, any subsidiary of the Company, or any subsidiary of SSGT III) was converted into the right to receive one share of the Company’s Class A Common Stock, $0.001 par value per share, subject to the treatment of fractional shares in accordance with the Merger Agreement, and (b) each share of Series A Convertible Preferred Stock, $0.001 par value per share, of SSGT III (“SSGT III Series A Preferred Stock”) was

automatically converted into a share of Series G Convertible Preferred Stock, $0.001 par value per share, of the Company, a newly designated series of preferred stock of the Company having powers, preferences, privileges and rights substantially the same as those of the SSGT III Series A Preferred Stock.

As a result of the Merger, the Company acquired all of the real estate owned by SSGT III, consisting of (i) 12 wholly-owned self storage facilities located in four states and three Canadian provinces comprising approximately 9,215 self storage units and approximately 981,465 net rentable square feet, (ii) SSGT III’s 50% equity interest in three unconsolidated real estate ventures located in two Canadian provinces (British Columbia and Quebec) (the “JV Properties”), and (iii) beneficial interest in three Delaware Statutory Trust (“DST”) sponsored programs that own eight properties, consisting of approximately 5,370 units and nearly 0.7 million net rentable square feet. The unconsolidated real estate ventures consist of one operating self storage property and two parcels of land being developed into self storage facilities, with subsidiaries of SmartCentres Real Estate Investment Trust, an unaffiliated third party, owning the other 50% of such entities.

As of September 30, 2026, SSGT III’s wholly-owned self storage portfolio was comprised of the following:

Property

State

Units(1)

Sq. Ft.

(net)(2)

% of Total

Rentable

Sq. Ft.

Physical

Occupancy

Rolling Acres Rd - Lady Lake

870

136,000

14%

96%

State Rd 44 – Wildwood

1,010

97,400

10%

93%

Industrial Blvd - Chula Vista

1,010

110,200

11%

92%

Tamiami Trail - Fort Myers

780

78,000

90%

State Route 35 – Eatontown

730

65,800

95%

Ingram Dr - North York

770

81,800

95%

McNab Dr – Tamarac

760

69,000

94%

Inglewood Dr - St. Albert (Edmonton)

310

36,900

95%

128 Ave NW – Edmonton

560

65,200

92%

Mapleview Dr W – Barrie

740

88,900

89%

Vancouver

800

53,390

95%

Greenway

875

98,875

10%

89%

Total

9,215

981,465

100%

93%

(1) Includes all rentable units, consisting of storage units and parking units (approximately 165 units).

(2) Includes all rentable square feet consisting of storage units and parking units (approximately 54,000 square feet).

As of September 30, 2026, SSGT III also held a joint venture interest in the following properties:

Unconsolidated Real

Estate Venture

Location

Date Real Estate

Venture Acquired

Land

Real Estate

Venture

Status

Completion Date

or estimated completion

Units(1)

Sq. Ft.

(net)(1)

Victoria

Victoria, British Columbia

April 2024

Under development

2027

1,150

100,000

Laval

Laval, Quebec

April 2024

Operational

June 2026

1,300

125,000

New Westminster

New Westminster, British Columbia

June 2025

Under development

2027

1,170

99,275

3,620

324,275

(1) Approximate units and net rentable square feet at completion.

As of September 30, 2026, SSGT III also held a beneficial interest in the following properties:

DST Sponsor Program

Property

Location

Ownership %

Units(1)

Sq. Ft.

(net)(2)

Physical

Occupancy

Blue Door I, DST

E Cary St.

Richmond, Virginia

560

58,800

87%

Blue Door I, DST

Long Shoals Rd.

Arden, North Carolina

480

64,000

93%

Blue Door II, DST

FM 2181

Corinth, Texas

45%

770

98,200

92%

Blue Door II, DST

Narcoossee Rd.

Orlando, Florida

45%

690

100,700

91%

Blue Door II, DST

Spencer Highway

Pasadena, Texas

45%

930

149,100

93%

Blue Door III, DST

Florida Central Pkwy

Longwood, Florida

96%

550

68,000

92%

Blue Door III, DST

S. Cockrell Hill Rd.

Dallas, Texas

96%

670

74,800

91%

Blue Door III, DST

N 83rd Ave.

Phoenix, Arizona

96%

720

81,200

92%

5,370

694,800

92%

(1) Includes all rentable units, consisting of storage units and parking units (approximately 150 units).

(2) Includes all rentable square feet consisting of storage units and parking units (approximately 60,800 square feet).

Concurrently with the entry into the Merger Agreement, SSGT III, SSGT III’s operating partnership and SSGT III’s external investment advisor, an affiliate of SmartStop Self Storage, Inc., the Company’s sponsor, entered into a termination agreement to terminate SSGT III’s advisory agreement. In accordance with the termination agreement, immediately prior to the Merger Effective Time, SSGT III’s advisor received $2.0 million in units of limited partnership interests in SSGT III Operating Partnership, which represented the agreed amount payable to the advisor of SSGT III, notwithstanding the disposition fee and related calculations due under SSGT III’s advisory agreement.

The description of the Merger and the Merger Agreement contained in this Item 2.01 is a summary and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 14, 2026, and is incorporated by reference herein.

Item 3.03. Material Modifications to Rights of Security Holders.

The First Articles of Amendment and Restatement for the Company, as amended and supplemented, prohibit any person from beneficially owning or constructively owning more than 9.8% in value of the aggregate of the outstanding shares of stock of the Company, and prohibit any person from beneficially owning or constructively owning more than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of any class of Common Stock of the Company (the “Ownership Limitation”) without prior approval from the Company’s board of directors. In connection with the issuance of the Series G Preferred Stock, and in certain other limited circumstances, the Company has granted exemptions from the Ownership Limitation and has permitted the holder thereof, or any entity that beneficially owns or constructively owns shares of the Company’s stock as a result of such holder’s ownership of Series G Preferred Stock, to beneficially own and constructively own the Series G Preferred Stock issued to such holder and any Class A Common Stock issued upon conversion of the Series G Preferred Stock.

The disclosure set forth in Item 5.03 below with respect to the Articles Supplementary and the terms of the Series G Preferred Stock, is incorporated herein by reference. The descriptions of the Articles Supplementary and the Series G Preferred Stock are qualified in their entirety by reference to the Articles Supplementary, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 30, 2026, in connection with the Merger, the Company filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland setting forth the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the Company’s new Series G Convertible Preferred Stock (the “Series G Preferred Stock”).

As set forth in the Articles Supplementary, the Series G Preferred Stock ranks (i) senior to all other classes of the Company’s common stock, including the Class A common stock (“Class A Common Stock”), Class P common

stock, Class T common stock, Class W common stock, Class Y common stock, and Class Z common stock of the Company (collectively, the “Common Stock”), and the Company’s Series E Redeemable 8% Preferred Stock and (ii) on parity with the Company’s Series B Convertible Preferred Stock, with respect to rights to receive dividends and to participate in distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company. Dividends payable on each share of Series G Preferred Stock will initially be equal to a rate of 8.85% per annum. If the Series G Preferred Stock has not been redeemed on or prior to February 4, 2030, the dividend rate will increase an additional 0.75% per annum each year thereafter to a maximum of 11.0% per annum until February 4, 2035, at which time the dividend rate shall increase 0.75% per annum each year thereafter until the Series G Preferred Stock is redeemed or repurchased in full.

Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series G Preferred Stock will be entitled to receive a payment equal to the greater of (i) an amount equal to $1,000 per share of Series G Preferred Stock then outstanding (the “Liquidation Amount”), plus an amount equal to any accrued and unpaid dividends and other distributions (whether or not accumulated or authorized and declared) to the date of payment and (ii) the amount that that would have been payable had the shares of Series G Preferred Stock been converted into Class A Common Stock pursuant to the terms of the Articles Supplementary immediately prior to such liquidation.

Subject to certain additional redemption rights, as described herein, the Company has the right to redeem the Series G Preferred Stock for cash at any time following February 4, 2028. The amount of such redemption will be equal to $1,000 per share of Series G Preferred Stock then outstanding, plus applicable redemption premium as set forth in the Articles Supplementary (together, the “Redemption Price”) and an amount equal to any accrued and unpaid dividends and distributions on the Series G Preferred Stock (whether or not accumulated or authorized and declared) up to the redemption date. Upon the listing of any class of the Company’s Common Stock on a national securities exchange (the “Listing”), the Company has the right to redeem any or all outstanding Series G Preferred Stock at an amount equal to the greater of (i) the amount that the holders of such shares would have received had such shares been converted into Class A Common Stock pursuant to the terms of the Articles Supplementary immediately prior to the initial Listing, and then all of such shares had been sold in the initial Listing, up to the Conversion Value Limitation (as described herein), or (ii) the Redemption Price, in each case, plus an amount equal to any accrued and unpaid dividends and distributions on the Series G Preferred Stock (whether or not accumulated or authorized and declared) up to the date of initial Listing. The Conversion Value Limitation is an amount per share determined using an as-converted value limitation equal to a premium of $26.5 million if any or all 100,000 shares of Series G Preferred Stock are issued and outstanding. Upon a change of control event, the Company has the right to redeem any or all outstanding Series G Preferred Stock at an amount equal to the greater of (i) the amount that the holders of such shares would have received had the shares been converted into Class A Common Stock pursuant to the terms of the Articles Supplementary immediately prior to such change of control, up to the Conversion Value Limitation or (ii) the Redemption Price, in each case, plus an amount equal to any accrued and unpaid dividends and distributions up to the redemption date. In addition, subject to certain cure provisions, if the Company fails to maintain its status as a real estate investment trust, the holders of Series G Preferred Stock have the right to require the Company to repurchase the Series G Preferred Stock at an amount equal to the Redemption Price plus an amount equal to any accrued and unpaid dividends and distributions on the Series G Preferred Stock (whether or not accumulated or authorized and declared) up to the redemption date.

At any time after the earlier to occur of (i) February 4, 2028 or (ii) 180 days after an initial Listing, the holders of Series G Preferred Stock have the right to convert any or all of the Series G Preferred Stock held by such holders into Class A Common Stock at a rate per share equal to the quotient obtained by dividing the Liquidation Amount, plus an amount equal to any accrued and unpaid dividends or other distributions (whether or not accumulated or authorized and declared), by the Conversion Price. The Conversion Price is initially $10.75, and may be adjusted in connection with stock splits, stock dividends and other similar transactions. In no event will the value of the Class A Common Stock issued by the Company upon conversion of the Series G Preferred Stock into Class A Common Stock exceed the Conversion Value Limitation.

The holders of Series G Preferred Stock are not entitled to vote on any matter submitted to a vote of the stockholders of the Company, except that in the event that the dividend for the Series G Preferred Stock has not been paid for at least four quarterly dividend periods (whether or not consecutive), the holders of Series G Preferred Stock have the right to vote together with the holders of Common Stock as a single class on any matter submitted to a vote of the stockholders of the Company. The number of votes applicable to a share of Series G Preferred Stock will be

equal to the number of shares of Class A Common Stock into which a share of Series G Preferred Stock could have been converted as of the record date set for purposes of such stockholder vote. This foregoing limited voting right shall cease when all past dividend periods have been paid in full. In addition, the affirmative vote of the holders of a majority of the outstanding shares of Series G Preferred Stock is required in certain customary circumstances, as well as other circumstances, such as (i) the Company’s real estate portfolio exceeding a leverage ratio of 60% loan-to-value, (ii) entering into certain transactions with the Chief Executive Officer of the Company, or any entities in which such person has a controlling interest (excluding certain self-storage real estate programs sponsored by SmartStop Self Storage REIT, Inc. or the Company), (iii) effecting a merger (or similar) transaction with an entity whose assets are not at least 80% self storage related, (iv) entering into any line of business other than self storage and ancillary businesses, unless such ancillary business represents revenues of less than 10% of the Company’s revenues for its last fiscal year and (v) permitting any individual other than H. Michael Schwartz to (A) serve as Chairman of the Company or any similar role within the Company or (B) otherwise perform any of the duties typically performed by Mr. Schwartz in his capacity as Chairman.

The descriptions of the Articles Supplementary and the Series G Preferred Stock are qualified in their entirety by reference to the Articles Supplementary, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On November 2, 2026, the Company issued a press release announcing the closing of the Merger, as described above. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Pursuant to the rules and regulations of the SEC, the information in this Item 7.01 disclosure, including Exhibit 99.1 and the information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(a)

Financial statements of businesses acquired.

The financial statements required by Item 9.01(a) of Form 8-K are incorporated herein by reference from Annex D to the Company’s Registration Statement on Form S-4 filed with the SEC on August 28, 2026 (SEC File No. 333-298607).

(b)

Pro forma financial information.

The pro forma financial information required by Item 9.01(b) of Form 8-K are incorporated herein by reference from Annex D to the Company’s Registration Statement on Form S-4 filed with the SEC on August 28, 2026 (SEC File No. 333-298607).

(d) Exhibits.

3.1

Articles Supplementary dated October 30, 2026

10.1

Amendment No. 7 to Second Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership VI, L.P.

10.2

Investors’ Rights Agreement, dated as of November 1, 2026, by and between Strategic Storage Trust VI, Inc. and Extra Space Storage LP

99.1

Press Release dated as of November 2, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STRATEGIC STORAGE TRUST VI, INC.

Date: November 2, 2026

By: /s/ Matt F. Lopez

Matt F. Lopez

Chief Financial Officer and Treasurer

EX-3.1

Filename: sstvi-ex3_1.htm · Sequence: 2

EX-3.1

ARTICLES SUPPLEMENTARY

STRATEGIC STORAGE TRUST VI, INC.

Series G Convertible Preferred Stock

Strategic Storage Trust VI, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Section 5.1 of Article V of the charter of the Corporation (the “Charter”) authorizes the issuance of 200,000,000 shares of the Corporation’s preferred stock, $0.001 par value per share (“Preferred Stock”). Sections 5.3 and 5.4 of Article V of the Charter expressly authorize the board of directors of the Corporation (the “Board of Directors”) to classify any unissued shares of Preferred Stock into one or more classes or series of Stock (as defined in the Charter).

SECOND: Under the power contained in Sections 5.3 and 5.4 of Article V of the Charter, by duly adopted resolutions, the Board classified and designated 100,000 authorized but unissued shares of Preferred Stock as the “Series G Convertible Preferred Stock” and fixed the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of such Series G Convertible Preferred Stock. Unless otherwise defined below, capitalized terms used below have the meanings given to them in the Charter.

THIRD: Subject in all cases to the provisions of Article V of the Charter, the Series G Convertible Preferred Stock shall have the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption:

(1)

Designation and Number. There shall be a series of Preferred Stock designated as the “Series G Convertible Preferred Stock” (the “Series G Preferred Stock”). The number of authorized shares of Series G Preferred Stock is 100,000.

(2)

Rank. The Series G Preferred Stock will, with respect to dividends and distribution rights and rights upon liquidation, dissolution or winding up of the Corporation, rank senior to the Common Stock, and the Series E Preferred Stock and, subject to the voting rights in Section 7 below, to any other class or series of equity securities of the Corporation now or hereafter issued and outstanding (collectively, the “Junior Securities”), and on parity with the Series B Preferred Stock (together with and any other preferred stock issued from time to time, the terms of which provide that such securities rank on parity with the Series G Preferred Stock with respect to dividends and distribution rights and rights upon liquidation, dissolution or winding-up, the “Parity Securities”).

(3)

Dividends.

(a)

Each holder of the then outstanding shares of Series G Preferred Stock shall be entitled to receive, when and as authorized by the Board of Directors and declared by the Corporation, out of funds legally available for the payment of dividends, cumulative preferential cash dividends per share of Series G Preferred Stock at the Dividend Rate. Such dividends shall accrue on each outstanding share of Series G Preferred Stock on a daily basis, whether or not declared, and be cumulative from the first date on which each such share of Series G Preferred Stock is issued (the “Original Issue Date”), and shall be payable in arrears for the prior calendar quarter on or before the 30th day of January, April, July and October of each year (each a “Dividend

Payment Date”); provided, however, that if any Dividend Payment Date is not a Business Day, then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid on the preceding Business Day or the following Business Day with the same force and effect as if paid on such Dividend Payment Date. Any dividend payable on the Series G Preferred Stock for any partial dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. A “dividend period” shall mean, with respect to the first “dividend period,” the period from and including the Original Issue Date to and including the last day of the calendar quarter preceding the first Dividend Payment Date, and with respect to each subsequent “dividend period,” the period from and including the first day of the calendar quarter to and including the last day of the same calendar quarter or other date as of which accrued dividends are to be calculated. Dividends will be payable to holders of record as they appear in the stock transfer records of the Corporation at the close of business on the applicable record date, which shall be the date designated by the Board of Directors for the payment of dividends that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”).

(b)

No dividends on shares of Series G Preferred Stock shall be declared by the Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions of any written agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.

(c)

Notwithstanding the foregoing, dividends on the Series G Preferred Stock shall accrue whether or not the terms and provisions set forth in Section 3(b) hereof at any time prohibit the current payment of dividends, whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are authorized or declared. Accrued but unpaid dividends and distributions on the Series G Preferred Stock will accumulate as of the Dividend Payment Date on which they first become payable.

(d)

Unless full cumulative dividends on all outstanding shares of Series G Preferred Stock and Parity Securities for all past dividend periods have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment, no dividends (other than in Junior Securities) shall be declared and paid or declared and set apart for payment nor shall any other distribution be declared and made upon any Junior Securities, nor shall any Junior Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such Junior Securities) by the Corporation (except (i) by conversion into or exchange for other Junior Securities, (ii) by redemption, purchase or other acquisition of Common Stock or such Junior Securities made for purposes of an incentive, benefit, share redemption program or share purchase plan of the Corporation or any of its direct or indirect subsidiaries, (iii) for transfers, redemptions or purchases made pursuant to the provisions of Article VI of the Charter and (iv) as otherwise required to preserve the Corporation’s REIT qualification).

(e)

When dividends are not paid in full (or a sum sufficient for such full payment is not set apart) on the Series G Preferred Stock or Parity Securities, all dividends declared upon the Series G Preferred Stock or Parity Securities shall be declared and paid pro rata based on the number of shares of Series G Preferred Stock or Parity Securities then outstanding.

(f)

Any dividend payment made on shares of the Series G Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which

remains payable. Holders of the Series G Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or shares, in excess of full cumulative dividends on the Series G Preferred Stock as described above.

(4)

Liquidation Preference.

(a)

Upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (referred to herein as a “Liquidation”), the holders of the Series G Preferred Stock will be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, in cash or property at its fair market value as determined by the Board of Directors, in an amount, for each outstanding share of Series G Preferred Stock equal to the greater of (i) the Liquidation Amount (subject to proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Series G Preferred Stock), plus an amount equal to any accrued and unpaid dividends and other distributions (whether or not accumulated or authorized and declared) to the date of payment and (ii) the amount that would have been payable had each share of Series G Preferred Stock been converted into Common Stock pursuant to Section 6(a) hereof immediately prior to such Liquidation, in the event such share of Series G Preferred Stock is convertible pursuant to Section 6(a) at the time of such Liquidation (clauses (i) and (ii), collectively, the “Liquidation Preference”), before any distribution or payment is made to holders of Common Stock of any class or any Junior Securities as to the distribution of assets upon a Liquidation but subject to the preferential rights of holders of any class or series of equity securities of the Corporation ranking senior to the Series G Preferred Stock as to the distribution of assets upon a Liquidation. After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of Series G Preferred Stock will have no right or claim to any of the remaining assets of the Corporation.

(b)

In the event that, upon any Liquidation of the Corporation, the available assets of the Corporation are insufficient to pay the Liquidation Preference on all outstanding shares of Series G Preferred Stock and the corresponding amounts payable on all outstanding shares of any class or series of Parity Securities, then the holders of Series G Preferred Stock and all Parity Securities shall share ratably in any such distribution of assets in proportion to the full liquidating distributions per share to which they would otherwise be respectively entitled.

(c)

For purposes of this Section 4, neither the voluntary sale, lease, exchange, transfer or conveyance (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation to, nor the merger or consolidation or any other business combination of the Corporation with or into any other entity or the merger or consolidation of any other entity into or with the Corporation or a statutory share exchange by the Corporation, shall be deemed to be a Liquidation. Upon a Change of Control, if the outstanding shares of Series G Preferred Stock are not redeemed, repurchased or converted as provided in Section 5 or 6 hereof, then the Corporation will cause any acquirer of the Corporation to assume the obligations set forth herein and be subject to the terms and conditions set forth herein. Notwithstanding the foregoing, if such assumption is not permitted by law, the Corporation shall take any actions under its control necessary to cause the acquirer to issue securities of the acquirer with substantially similar contractual rights as those contained herein (including the inclusion of a provision in the relevant merger or consolidation agreement requiring the acquirer to issue securities of the acquirer with substantially similar contractual rights as those contained herein).

(d)

In determining whether a distribution (other than upon voluntary or involuntary Liquidation), by dividend, redemption or other acquisition of shares of equity securities of the Corporation or otherwise, is permitted under Maryland law, amounts that would be needed, if the

Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series G Preferred Stock shall not be added to the Corporation’s total liabilities.

(e)

Written notice of any Liquidation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein to each record holder of the Series G Preferred Stock at the respective address of such holders as the same shall appear on the stock transfer records of the Corporation.

(5)

Redemption and Repurchase.

(a)

Subject to Sections 5(b), 5(c) and 5(d) below and except as otherwise required to preserve the Corporation’s REIT qualification, the Series G Preferred Stock may not be redeemed on or prior to the Third Anniversary Date. At any date following the Third Anniversary Date, the Corporation may redeem the Series G Preferred Stock for cash, in whole or in part at the option of the Corporation, at a price per share equal to the Redemption Price, plus an amount equal to any accrued and unpaid dividends and distributions on the Series G Preferred Stock (whether or not accumulated or authorized and declared) up to the Redemption Date. If fewer than all of the outstanding shares of Series G Preferred Stock are to be redeemed, the Corporation shall determine the number of shares of Series G Preferred Stock to be redeemed on a pro rata basis (as nearly as practicable without creating any fractional shares), by lot or in such other manner as determined by the Corporation to be fair and equitable to holders of Series G Preferred Stock.

(b)

Upon an Initial Listing, the Corporation may redeem, at the option of the Corporation, any or all of the outstanding shares of Series G Preferred Stock for cash in an amount per share equal to the greater of (such greater amount, the “Listing Redemption Price”) (i) the Listing Value up to the Conversion Value Limitation and (ii) the Redemption Price, in each case, plus an amount equal to any accrued and unpaid dividends and distributions on the Series G Preferred Stock (whether or not accumulated or authorized and declared) up to the date of Initial Listing.

(c)

Upon a Change of Control, the Corporation may redeem, at the option of the Corporation, any or all of the outstanding shares of Series G Preferred Stock for cash in an amount per share equal to the greater of (such greater amount, the “CoC Redemption Price”) (i) the Transaction Value up to the Conversion Value Limitation and (ii) the Redemption Price, in each case, plus an amount equal to any accrued and unpaid dividends and distributions on the Series G Preferred Stock (whether or not accumulated or authorized and declared) up to the Redemption Date. Notwithstanding the foregoing, in the event of a Change of Control as a result of a merger between the Corporation and SmartStop, the parent company of the Corporation’s sponsor, or a wholly owned subsidiary thereof (an “Affiliate Merger”), SmartStop may elect either to cause the Corporation to redeem the Series G Preferred Stock in accordance with this Section (5)(c) or for the Series G Preferred Stock to remain outstanding as a class or series of preferred stock of SmartStop with rights, preferences and privileges that are materially unchanged; provided that if SmartStop elects for the Series G Preferred Stock to remain outstanding as a class or series of preferred stock of SmartStop, at the closing of any Affiliate Merger, the Corporation shall pay to the holders of Series G Preferred Stock an amount equal to any accrued and unpaid dividends and distributions on the Series G Preferred Stock (whether or not accumulated or authorized and declared) up to and including the closing date of the Affiliate Merger, and deliver to the holders of Series G Preferred Stock a certificate signed by a duly authorized officer of SmartStop, as the surviving corporation (or parent of the surviving entity) of the Affiliate Merger, reasonably

acceptable to the holders of a majority of the outstanding shares of Series G Preferred Stock, which (A) provides an identical set of representations and warranties as delivered by Strategic Storage Growth Trust III, Inc. (“SSGT III”) in Article II of that certain Preferred Stock Purchase Agreement, dated as of February 4, 2025, by and between SSGT III and Extra Space Storage LP (the “Purchase Agreement”), with any changes to such representations and warranties solely to the extent necessary to reflect any organizational or operational differences between the Corporation and SmartStop that do not adversely affect the rights, preferences or privileges of the holders of Series G Preferred Stock, (B) adopts the covenants and other agreements applicable to the Corporation set forth in Articles III, IV and V of the Purchase Agreement, and (C) certifies that no breach or default under the terms of the Series G Preferred Stock then exists or would arise from the Affiliate Merger, including, but not limited to, with respect to Section 7(c)(vii) hereof.

(d)

If, at any time while any shares of Series G Preferred Stock are outstanding, the Corporation determines, upon advice of tax counsel (the “REIT Non-Compliance Determination”), that (i) it no longer meets the requirements for qualification and taxation as a REIT under the Code (“REIT Non-Compliance”), (ii) such REIT Non-Compliance was not caused by the holder of the Series G Preferred Stock, (iii) such REIT Non-Compliance is not subject to the de minimis exception under Section 856(c)(7)(B) of the Code, and (iv) it does not expect to be able to cure such REIT Non-Compliance retroactively though relief based on reasonable cause and not willful neglect under Section 856(c)(6) or Section 856(c)(7)(A) of the Code, under Section 9100 of the Code, or as otherwise permitted under the Code (provided that, if the Corporation expects, but is unable to, effect such cure within a reasonable period of time, this subsection (iv) shall not apply and the following repurchase right shall become effective), the holder of Series G Preferred Stock shall have the right to require the Corporation to repurchase any or all of the outstanding shares of Series G Preferred Stock for cash at a price per share equal to the Redemption Price, plus an amount equal to any accrued and unpaid dividends and distributions on the Series G Preferred Stock (whether or not accumulated or authorized and declared) up to the Redemption Date.

(e)

Notwithstanding anything to the contrary contained herein: (i) absent an exemption therefrom pursuant to Section 6.1.7 of the Charter, shares of Stock (including Common Stock and Series G Preferred Stock) Beneficially Owned or Constructively Owned by a stockholder (or any other Person) in excess of the Aggregate Stock Ownership Limit or other ownership limitations set forth in Article VI of the Charter shall be subject to the provisions of Article VI of the Charter (including with respect to any notice to any such stockholder or other Person) and (ii) except as otherwise provided herein, the redemption and repurchase provisions of the Series G Preferred Stock do not in any way limit the Corporation’s right or ability to purchase, from time to time either at a public or a private sale, Series G Preferred Stock at such price or prices per share as the Corporation may determine, subject to the provisions of the Charter and applicable law.

(f)

If the Corporation has provided notice of its election to redeem shares of Series G Preferred Stock pursuant to Section 5(b) or 5(c) (each, a “Redemption Notice”) prior to the receipt of a Conversion Notice, subject to Section 5(h) in the case of a Notice of Listing Redemption, the holders of the Series G Preferred Stock may not deliver a Conversion Notice (as defined below) with respect to the shares of Series G Preferred Stock subject to the Redemption Notice until such time as such Redemption Notice is withdrawn or otherwise terminated. If a holder of Series G Preferred Stock has provided a Conversion Notice to the Corporation prior to the receipt of a Redemption Notice, the Corporation may not deliver a Redemption Notice with respect to the shares of Series G Preferred Stock subject to the Conversion Notice until such time as such Conversion Notice is withdrawn or otherwise terminated. For the avoidance of doubt, the holders of Series G Preferred Stock will have a Conversion Right (as defined below) up to and including

any Redemption Date in connection with any redemption or repurchase pursuant to Section 5(a) or 5(d), provided that the Series G Preferred Stock is convertible under Section 6(a) at the time of such Redemption Date.

(g)

If the Corporation elects to effect a redemption pursuant to Section 5(a), the Corporation shall provide a notice of redemption to each holder of Series G Preferred Stock (the “Notice of Optional Redemption”). The Notice of Optional Redemption shall be mailed by the Corporation, postage prepaid, not less than 15 Business Days prior to the Redemption Date, addressed to the respective holders of the Series G Preferred Stock to be redeemed at their respective addresses as they appear on the books of the Corporation. Each Notice of Optional Redemption shall state: (i) the Redemption Date; (ii) the number of shares of Series G Preferred Stock to be redeemed; (iii) the Redemption Price; (iv) the place or places where certificates representing such Series G Preferred Stock, if issued, are to be surrendered for payment of the Redemption Price; and (v) that distributions on the Series G Preferred Stock to be redeemed will cease to accumulate on such Redemption Date. No failure to give a Notice of Optional Redemption or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series G Preferred Stock except as to a holder to whom the Notice of Optional Redemption was defective or not given.

(h)

If the Corporation elects to effect a redemption pursuant to Section 5(b), the Corporation shall provide a notice of redemption to each holder of Series G Preferred Stock (the “Notice of Listing Redemption”). The Notice of Listing Redemption shall be mailed by the Corporation, postage prepaid, not less than 15 Business Days prior to the anticipated date of an Initial Listing (which Initial Listing shall occur on or prior to the Redemption Date), addressed to the respective holders of the Series G Preferred Stock to be redeemed at their respective addresses as they appear on the books of the Corporation. Each Notice of Listing Redemption shall state: (i) the anticipated date of Initial Listing, which may not be more than three months following the date of such Notice of Listing Redemption; (ii) the Redemption Date; (iii) the number of shares of Series G Preferred Stock to be redeemed; (iv) the estimated Listing Value, if available; (v) the Redemption Price; (vi) the estimated Listing Redemption Price, if available; (vii) the place or places where certificates representing such Series G Preferred Stock, if issued, are to be surrendered for payment of the Redemption Price; and (viii) that distributions on the Series G Preferred Stock to be redeemed will cease to accumulate once redeemed. No failure to give a Notice of Listing Redemption or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series G Preferred Stock except as to a holder to whom notice was defective or not given. The Corporation may, at any time after delivery of the Notice of Listing Redemption and prior to an Initial Listing, terminate such offer of redemption; provided, any Notice of Listing Redemption shall automatically terminate if the Initial Listing is not consummated within three months of the anticipated date of the Initial Listing as specified therein; and provided, further, that the Corporation may not, unless waived by the holders of a majority of the outstanding shares of Series G Preferred Stock, deliver a Notice of Listing Redemption until at least three months following termination of any preceding Notice of Listing Redemption.

(i)

If the Corporation elects to effect a redemption pursuant to Section 5(c), the Corporation shall provide a notice of redemption to each holder of Series G Preferred Stock (the “Notice of CoC Redemption”). The Notice of CoC Redemption shall be mailed by the Corporation, postage prepaid, not less than 15 Business Days prior to the anticipated closing date of the Change of Control, which shall be the Redemption Date, addressed to the respective holders of the Series G Preferred Stock to be redeemed at their respective addresses as they appear on the books of the Corporation. Each Notice of CoC Redemption shall state: (i) the Redemption Date;

(ii) the number of shares of Series G Preferred Stock to be redeemed; (iii) the Transaction Value; (iv) the Redemption Price; (v) the CoC Redemption Price; (vi) the place or places where certificates, if any, representing such Series G Preferred Stock, if issued, are to be surrendered for payment of the CoC Redemption Price; and (vii) that distributions on the Series G Preferred Stock to be redeemed will cease to accumulate on such Redemption Date. No failure to give a Notice of CoC Redemption or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series G Preferred Stock except as to a holder to whom notice was defective or not given.

(j)

Pursuant to the repurchase of shares of Series G Preferred Stock pursuant to Section 5(d), the Corporation shall provide notice to each holder of Series G Preferred Stock (the “REIT Non-Compliance Notice”). The REIT Non-Compliance Notice shall be mailed by the Corporation, postage prepaid, within five (5) Business Days of the REIT Non-Compliance Determination addressed to the respective holders of the Series G Preferred Stock at their respective addresses as they appear on the books of the Corporation. The REIT Non-Compliance Notice shall state: (i) the circumstances of the REIT Non-Compliance; (ii) the Redemption Price; (iii) the place or places where certificates, if any, representing such Series G Preferred Stock, if issued, are to be surrendered for payment of the Redemption Price; and (iv) that distributions on the Series G Preferred Stock to be repurchased will cease to accumulate on the Redemption Date. A holder of the Series G Preferred Stock shall provide notice of its intention to require the Corporation to repurchase the shares of Series G Preferred Stock within 60 Business Days of its receipt of the REIT Non-Compliance Notice (the “REIT Repurchase Notice”). The Redemption Date for any repurchase by the Corporation pursuant to Section 5(d) shall take place 10 Business Days after the date of the REIT Repurchase Notice. The REIT Repurchase Notice shall be mailed, postage prepaid, to the Corporation’s principal office c/o the Secretary and must state: (i) the number of shares of Series G Preferred Stock to be repurchased by the Corporation; and (ii) that the Series G Preferred Stock is to be repurchased pursuant to Section 5(d) hereof. No failure to give a REIT Non-Compliance Notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the repurchase of any shares of Series G Preferred Stock except as to a holder to whom notice was defective or not given.

(k)

On or after a Redemption Date, each holder of Series G Preferred Stock to be redeemed or repurchased must present and surrender the certificates (or an affidavit of loss and indemnity reasonably satisfactory to the Corporation), to the extent such shares are certificated, representing the Series G Preferred Stock to the Corporation to be redeemed or repurchased, as applicable, at the place designated in the notice from the Corporation referenced in (g), (h), (i) or (j) above, as the case may be, and thereupon the Redemption Price for such shares of Series G Preferred Stock (and an amount equal to all accrued and unpaid dividends and distributions (whether or not accumulated or authorized and declared) up to but excluding the Redemption Date) will be paid to or on the order of such holder by wire transfer pursuant to wire instructions provided by such holder and each surrendered certificate, if any, will be canceled. If the shares of Series G Preferred Stock to be redeemed or repurchased are certificated, then in the event that fewer than all the shares of Series G Preferred Stock are to be redeemed or repurchased, a new certificate will be issued representing the unredeemed and unrepurchased shares of Series G Preferred Stock.

(l)

Except as provided in the next sentence, from and after a Redemption Date, all distributions on the Series G Preferred Stock subject to such redemption or repurchase will cease to accumulate and all rights of the holders thereof, except the right to receive the Redemption Price thereof (and an amount equal to all accrued and unpaid dividends and distributions (whether or not accumulated or authorized and declared) up to but excluding the Redemption Date), will cease

and terminate and such Series G Preferred Stock shall not be deemed to be outstanding for any purpose whatsoever. In the event that the Corporation defaults in the payment of the Redemption Price for any shares of Series G Preferred Stock surrendered for redemption or repurchase pursuant to Section 5, such Series G Preferred Stock shall continue to be deemed to be outstanding for all purposes (including, but not limited to, accrual of dividends on a daily basis without interruption) and to be owned by the respective holders, and the Corporation shall promptly return any surrendered certificates representing such Series G Preferred Stock to such holders (although the failure of the Corporation to return any such certificates to such holders shall in no way affect the ownership of such Series G Preferred Stock by such holders or their rights thereunder) (and the holders of the Series G Preferred Stock that was not redeemed or repurchased shall have no other remedy against the Corporation).

(m)

At its election, the Corporation, prior to a Redemption Date, may irrevocably deposit the full redemption amount or repurchase amount, as applicable, for the Series G Preferred Stock to be redeemed or repurchased pursuant to this Section 5 in trust for the holders of Series G Preferred Stock with a bank or trust company, in which case the Corporation shall send a notice to the holders of shares of Series G Preferred Stock to be redeemed or repurchased which shall (A) state the date of such deposit, (B) specify the office of such bank or trust company as the place of payment of the redemption amount or repurchase amount, as applicable, and (C) require the holder of shares of Series G Preferred Stock to be redeemed or repurchased, on or after the Redemption Date, to surrender the certificates, if any, representing such shares of Series G Preferred Stock (or an affidavit of loss and indemnity reasonably satisfactory to the Corporation) at such place fixed in the notice of redemption or REIT Repurchase Notice against payment of the redemption amount or repurchase amount. Any monies so deposited which remain unclaimed at the end of two years after the Redemption Date shall be returned by such bank or trust company to the Corporation.

(n)

If a Redemption Date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of Series G Preferred Stock at the close of business on such Dividend Record Date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date, and each holder of Series G Preferred Stock that surrenders its shares on such Redemption Date shall be entitled to an amount equal to the dividends accruing after the end of the dividend period to which such Dividend Payment Date relates, up to the Redemption Date.

(6)

Conversion Rights. The shares of Series G Preferred Stock are not convertible into or exchangeable for any other property or securities of the Corporation, except as provided in Article VI of the Charter and in this Section 6.

(a)

Subject to the Corporation’s rights under Sections 5(b) and (c), upon the earlier of (i) 180 days after an Initial Listing and (ii) the Third Anniversary Date, at the option of the holder of Series G Preferred Stock, such holder shall have the right to convert (the “Conversion Right”) any or all of the holder’s shares of Series G Preferred Stock into the number of fully paid and non-assessable shares of Class A Common Stock obtained by dividing the Liquidation Amount, plus an amount equal to any accrued and unpaid dividends and other distributions (whether or not accumulated or authorized and declared), by the Conversion Price and multiplying the quotient obtained therefrom by the number of shares of Series G Preferred Stock to be converted up to the Conversion Value Limitation.

(b)

A holder of Series G Preferred Stock desiring to exercise its Conversion Right must deliver, on or before the close of business on the Conversion Date, the certificates, if any, representing the Series G Preferred Stock to be converted, duly endorsed for transfer (or an affidavit of loss and indemnity reasonably satisfactory to the Corporation), together with a written conversion notice (the “Conversion Notice”) in the form approved by the Corporation, duly completed, to the Corporation by certified mail postage prepaid to the Corporation’s principal office c/o the Secretary. The Conversion Notice must state: (i) the Conversion Date; provided, however, that the Conversion Date must be a Business Day and may not be less than five (5) nor more than 15 days after the date the Conversion Notice is delivered to the Corporation, unless such Conversion Notice is delivered following receipt of a notice of redemption pursuant to Section 5(a) or a REIT Non-Compliance Notice, in which case the Conversion Date must only be a Business Day and not more than 15 days after the date the Conversion Notice is delivered to the Corporation; (ii) the number of shares of Series G Preferred Stock to be converted; and (iii) that the Series G Preferred Stock is to be converted pursuant to the applicable provisions hereof.

(c)

Any conversion pursuant to this Section 6 shall be effective as of the close of business on the Conversion Date. To the extent that any shares of Series G Preferred Stock to be converted pursuant to this Section 6 are certificated, if fewer than all the shares represented by any such certificate are to be converted, a new certificate shall be issued representing the shares that have not been converted.

(d)

Notwithstanding anything to the contrary contained herein, no holder of Series G Preferred Stock will be entitled to exercise a Conversion Right if (i) to the extent that receipt of such Class A Common Stock would cause such holder (or any other Person) to violate the applicable restrictions on ownership and transfer in Article VI of the Charter, unless the Corporation provides an exemption from the applicable limitation to such holder (or other Person) pursuant to Article VI of the Charter; (ii) in the opinion of counsel for the Corporation, the Corporation would no longer qualify as a REIT or its status as a REIT may be compromised as a result of such conversion; or (iii) such conversion would, in the opinion of counsel for the Corporation, constitute a violation of applicable securities laws. Notwithstanding the foregoing, upon the exercise of the Conversion Right by a holder of Series G Preferred Stock in accordance with Section 6 hereof, the Corporation will use reasonable best efforts to prevent the occurrence of any event described in this Section 6(d)(i)-(iii).

(e)

The Corporation shall at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized and unissued Class A Common Stock solely for the purpose of effecting conversion of the Series G Preferred Stock, the full number of shares of Class A Common Stock deliverable upon the conversion of all outstanding Series G Preferred Stock not theretofore converted into Class A Common Stock.

(f)

The Corporation shall pay any and all documentary, stamp or similar issue or transfer taxes required to be paid under applicable law in respect of the issue or delivery of Class A Common Stock on conversion of Series G Preferred Stock pursuant hereto. The converting holder of the Series G Preferred Stock shall pay any documentary stamp or similar issue or transfer taxes required to be paid under applicable law in respect of the issue or delivery of Class A Common Stock on conversion of Series G Preferred Stock pursuant hereto in a name other than that of the holder of the shares to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax or duty, or has established to the reasonable satisfaction of the Corporation that such tax or duty has been paid.

(7)

Voting Rights.

(a)

Notwithstanding anything to the contrary contained in the Charter or Maryland law, except as set forth below in this Section 7, the holders of the Series G Preferred Stock shall not be entitled to vote at any meeting of the stockholders for election of directors or for any other purpose or otherwise to participate in any action taken by the Corporation or the stockholders thereof, or to receive notice of any meeting of stockholders (except for such notices as may be expressly required by law).

(b)

If, at any time, full cumulative distributions on the Series G Preferred Stock shall not have been paid (whether or not declared) for four or more quarterly dividend periods (a “Preferred Distribution Default”), whether or not the quarterly dividend periods are consecutive, the holders of Series G Preferred Stock and Parity Securities and upon which like voting rights have been conferred and are exercisable, and with which the holders of the Series G Preferred Stock are entitled to vote together as a single class, will be entitled to vote together with the holders of Class A Common Stock as a single class on all matters submitted to a vote of the stockholders of the Corporation upon which holders of Class A Common Stock are entitled to vote, whether at a meeting of stockholders or by consent in writing or by electronic transmission, with each such holder being entitled to cast a number of votes equal to the number of shares of Class A Common Stock issuable upon conversion of such holder’s shares of Series G Preferred Stock, until all accrued and unpaid dividends on the Series G Preferred Stock for all past dividend periods have been paid in full.

(c)

So long as any shares of Series G Preferred Stock remain outstanding, the Corporation shall not, without the prior affirmative vote or consent of the holders of at least a majority of the shares of Series G Preferred Stock outstanding at the time, given in person or by proxy, either in writing or at a meeting (the holders of Series G Preferred Stock voting separately as a class):

(i)

amend or modify the Charter or bylaws of the Corporation in a manner that adversely affects the rights, preferences or privileges of the holders of Series G Preferred Stock (including any such amendment effected by reason of or in connection with any merger or consolidation involving the Corporation);

(ii)

amend or modify the terms of the Series G Preferred Stock (whether by merger, consolidation or otherwise);

(iii)

increase the number of shares of Series G Preferred Stock classified hereunder or authorize the issuance of any shares of Series G Preferred Stock other than the shares of Series G Preferred Stock issued pursuant to the Purchase Agreement;

(iv)

classify, reclassify, create, authorize or issue any shares of Preferred Stock or other equity securities ranking senior to or on parity with the Series G Preferred Stock with respect to dividends and distribution rights or rights upon liquidation, dissolution or winding up;

(v)

pay any dividends on any capital stock of the Corporation, other than dividends payable on the Series G Preferred Stock, dividends payable in shares of Common Stock or other Junior Securities in connection with an Initial Listing, and regular cash dividends on the Common Stock, or on other Junior Securities issued in the future,

on a basis consistent with past practice or as otherwise required to preserve the Corporation’s qualification as a REIT;

(vi)

redeem, acquire, purchase or otherwise retire for value (except for (A) repurchases of shares of any class of Common Stock issued under the Corporation’s stock incentive programs in the ordinary course upon termination of employment and to the extent permitted by the terms of the indebtedness of the Corporation and its subsidiaries, (B) repurchases of Common Stock under the Corporation’s share redemption program, (C) repurchases of Common Stock pursuant to a self-tender offer in connection with a Listing, or (D) as otherwise required to preserve the Corporation’s qualification as a REIT) any shares of capital stock of the Corporation (other than shares of Series G Preferred Stock as contemplated herein);

(vii)

exceed a leverage ratio of 60% loan-to-value ratio, calculated as of any date, as the ratio of (A) the aggregate sum of the then-outstanding principal amount of, accrued and unpaid interest on, and any other payment obligations arising under, all indebtedness for borrowed money of the Corporation and its subsidiaries, offset by all cash and cash equivalents of the Corporation and its subsidiaries, to (B) the reasonable fair market value of the Corporation’s real estate portfolio at such date;

(viii)

enter into any transaction with the individual serving as the Chief Executive Officer of the Corporation as of the date of the Purchase Agreement, or any entities in which such person has a controlling interest (for the avoidance of doubt, the Corporation, SmartStop, Strategic Storage Trust X and any future similarly situated self-storage real estate program sponsored by the Corporation shall be excluded from this provision);

(ix)

effect any merger, consolidation or other business combination with an entity whose assets acquired are not at least 80% self-storage related investments and contracts based on the reasonable fair market value of such assets;

(x)

enter into any line of business other than self-storage and ancillary businesses, unless such ancillary business represents revenues of less than 10% of the Corporation’s revenues for its last fiscal year; or

(xi)

permit any individual other than H. Michael Schwartz to (A) serve as Chairman of the Corporation or any similar role within the Corporation or (B) otherwise perform any of the duties typically performed by Mr. Schwartz in his capacity as Chairman as of the date of the Purchase Agreement.

(d)

In connection with clause (c)(i) above, so long as the Series G Preferred Stock remains outstanding with terms thereof materially unchanged, taking into account that, upon the occurrence of such merger or consolidation, the Corporation may not be the surviving entity and the surviving entity may not be a corporation, the occurrence of such merger or consolidation shall not be deemed to adversely affect such rights, preferences or privileges of the Series G Preferred Stock and, in such case, such holders shall not have voting rights with respect to the occurrence of such merger or consolidation. In addition, if the holders of the Series G Preferred Stock receive (i) the full amount payable to such holders of Series G Preferred Stock pursuant to a Liquidation in connection with such merger or consolidation, or (ii) the CoC Redemption Price pursuant to a redemption by the Corporation provided for in Section 5(c) above, then such holders shall not have any voting rights with respect to such merger or consolidation. Notwithstanding the

foregoing, holders of shares of Series G Preferred Stock shall not be entitled to vote with respect to (i) any increase in the total number of authorized shares of Common Stock or Preferred Stock, (ii) any increase in the number of authorized shares of any other class or series of capital stock of the Corporation, or (iii) the creation or issuance of any other class or series of capital stock of the Corporation; provided that, in each case referred to in clause (i) through (iii) above, such capital stock ranks as Junior Securities.

(e)

So long as any shares of Series G Preferred Stock remain outstanding, the holders of shares of Series G Preferred Stock shall have the exclusive right to vote on any amendment, alteration or repeal of the Charter, including the terms of the Series G Preferred Stock, that would alter only the contract rights, as expressly set forth in the Charter, of the Series G Preferred Stock, and the holders of any other classes or series of stock of the Corporation shall not be entitled to vote on any such amendment, alteration or repeal. Any such amendment, alteration or repeal shall require the affirmative vote or consent of a majority of the outstanding shares of Series G Preferred Stock.

(8)

Information Rights. During any period in which the Corporation is not subject to Section 13 or 15(d) of the Exchange Act, and any Series G Preferred Stock are outstanding, the Corporation will provide to all holders of Series G Preferred Stock that appear in the record books of the Corporation, copies of the quarterly and annual financial statements and accompanying Item 303 of Regulation S-K disclosure that would be required to be contained in annual reports on Form 10-K and quarterly reports on Form 10-Q that the Corporation would have been required to file with the U.S. Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Corporation were subject thereto. The Corporation will provide such information to the holders of Series G Preferred Stock within the applicable Exchange Act due dates.

(9)

Status of Acquired Shares. In the event any shares of Series G Preferred Stock have been redeemed or repurchased by the Corporation pursuant to Section 5 hereof or converted pursuant to Section 6 hereof, or otherwise reacquired by the Corporation, the shares so redeemed, repurchased, converted or reacquired shall become authorized but unissued shares of Preferred Stock without further designation as to class or series, available for future classification or reclassification by the Board of Directors and issuance by the Corporation.

(10)

Transfers Restrictions; Legend. The holders of the Series G Preferred Stock are at all times subject to the provisions contained in Article VI of the Charter. Any certificate representing shares of the Series G Preferred Stock shall bear any legend required by the Charter or bylaws of the Corporation, any legend required by Maryland law, any legend as required by the “blue sky” laws of any state, and a restrictive legend in substantially the following form until such time as they are not required:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS PROMULGATED

UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

THESE SECURITIES ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN (I) THE PREFERRED STOCK PURCHASE AGREEMENT, DATED FEBRUARY 4, 2025, BY AND BETWEEN STRATEGIC STORAGE GROWTH TRUST III, INC. AND EXTRA SPACE STORAGE LP, AS THE SAME MAY BE AMENDED OR AMENDED AND RESTATED FROM TIME TO TIME (THE “PURCHASE AGREEMENT”), AND (II) THE CHARTER OF STRATEGIC STORAGE TRUST VI, INC., INCLUDING THE ARTICLES SUPPLEMENTARY OF STRATEGIC STORAGE TRUST VI, INC. DATED AS OF OCTOBER 30, 2026 AND FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THESE SECURITIES MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE PURCHASE AGREEMENT AND THE CHARTER. A COPY OF THE PURCHASE AGREEMENT AND THE CHARTER WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER UPON REQUEST.

(11)

Record Holders. The Corporation and the transfer agent for the Series G Preferred Stock may deem and treat the record holder of any Series G Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor the transfer agent shall be affected by any notice to the contrary.

(12)

No Preemptive Rights. No holder of the Series G Preferred Stock will, as a holder of the Series G Preferred Stock, have any preemptive rights to purchase or subscribe for Common Stock or any other security of the Corporation (whether now or hereafter authorized).

(13)

Notices to Holders. Unless otherwise provided herein or required by law, notices to holders of Series G Preferred Stock provided for herein shall be mailed to such holders by first class mail, postage pre-paid, at the respective addresses as the same shall appear on the stock transfer records of the Corporation. Unless otherwise provided herein or required by law, any requirements set forth herein for public announcements or publications by the Corporation may be satisfied if the subject matter thereof is contained in (a) a document filed by the Corporation with, or furnished by the Corporation to, the Securities and Exchange Commission and such filing is available to be viewed by the public on the Securities and Exchange Commission’s EDGAR system (or any successor system thereto) or (b) a press release submitted by the Corporation for publication to Dow Jones & Corporation, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public).

(14)

Severability. If any of the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption or repurchase of the Series G Preferred Stock is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, then, to the extent permitted by law, all other preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption or repurchase of the Series G Preferred Stock which can be given effect without the invalid, unlawful or unenforceable preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or

conditions of redemption or repurchase of the Series G Preferred Stock shall remain in full force and effect and shall not be deemed dependent upon any invalid, unlawful or unenforceable preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption or repurchase of the Series G Preferred Stock.

(15)

Definitions. Capitalized terms used herein shall have the meanings set forth below or otherwise defined herein, which definitions shall apply only to the Series G Preferred Stock and shall not affect the definition of such terms as used or as otherwise defined with respect to other classes or series of Preferred Stock or elsewhere in the Charter. Capitalized terms not defined herein, shall have the meaning set forth elsewhere in the Charter.

“Affiliate” means, with respect to any person, any person directly or indirectly controlling, controlled by or under common control with, such other person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any person, means the possession, directly or indirectly, of the power to cause the direction of management or policies of such person, whether through the ownership of voting securities, by contract or otherwise.

“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

“Change of Control” means (i) a sale of all or substantially all of the direct or indirect assets of the Corporation (including by way of any reorganization, merger, consolidation or other similar transaction) or (ii) a direct or indirect acquisition of beneficial ownership of voting securities of the Corporation by another Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) by means of any transaction or series of transactions (including any reorganization, merger, consolidation, joint venture, share transfer or other similar transaction), pursuant to which the stockholders of the Corporation immediately preceding such transaction or transactions collectively own, following the consummation of such transaction or transactions, less than fifty percent (50%) of the total economic interests or total voting power of all securities of beneficial interest of the Corporation entitled to vote generally.

“Code” means the United State Internal Revenue Code of 1986, as amended.

“Common Stock” means the Class P Common Stock, the Class A Common Stock, the Class T Common Stock, the Class W Common Stock, the Class Y Common Stock and the Class Z Common Stock and any other class or classes of stock of the Corporation that may hereafter be issued ranking, with respect to dividends and distribution rights and rights upon liquidation, dissolution or winding up of the Corporation, on parity with the Class P Common Stock, Class A Common Stock, Class T Common Stock, Class W Common Stock, Class Y Common Stock and Class Z Common Stock.

“Conversion Date” means the date the holder proposes to convert the Series G Preferred Stock.

“Conversion Price” shall initially be equal to $10.75, subject to proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase in the number of shares of Class A Common Stock or the number of shares of such other class of Common Stock issuable upon conversion of the Series G Preferred Stock.

“Conversion Value Limitation” shall mean an amount per share determined using an as-converted value limitation equal to a premium of $26.5 million if any or all 100,000 shares of Series G Preferred Stock are issued and outstanding, such determination for purposes of calculating the Listing Value upon an Initial Listing redemption pursuant to Section 5(b), the Transaction Value upon a Change of Control redemption pursuant to Section 5(c) or the number of shares of Common Stock to be issued upon exercise of a Conversion Right pursuant to Section 6(a).

“Dividend Rate” means a rate of 8.85% per annum of the Liquidation Amount (subject to proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Series G Preferred Stock); provided, however, if the Series G Preferred Stock has not been redeemed or repurchased in full on or prior to the Fifth Anniversary Date, such Dividend Rate shall increase at the rate of 0.75% per annum of the Liquidation Amount for the initial year after the Fifth Anniversary Date, and shall increase an additional 0.75% per annum of the Liquidation Amount each year thereafter to a maximum of 11.00% per annum of the Liquidation Amount until the tenth anniversary of the First Issuance Date, at which time the Dividend Rate shall increase 0.75% per annum of the Liquidation Amount each year thereafter until the Series G Preferred Stock is redeemed or repurchased in full.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fifth Anniversary Date” means the fifth anniversary of the First Issuance Date.

“First Issuance Date” means February 4, 2025.

“Initial Listing” means the first day shares of any class of Common Stock are Listed.

“Initial Listing Price” means the (i) offering price per share of the class of Common Stock approved for Listing if the Initial Listing is in connection with an underwritten public offering or (ii) the opening price per share of the class of Common Stock on the Initial Listing if the Initial Listing is not in connection with an underwritten public offering.

“Liquidation Amount” means $1,000.00 per share of Series G Preferred Stock.

“Listed” means shares of Common Stock are approved for trading on any securities exchange registered as a national securities exchange under Section 6 of the Exchange Act. The term “Listing” shall have the correlative meaning.

“Listing Value” means the value per share of cash a holder or holders of Series G Preferred Stock would receive upon an Initial Listing had such holder or holders, immediately prior to such Initial Listing, converted such shares of Series G Preferred Stock into shares of the class of Common Stock issuable upon conversion of the Series G Preferred Stock and sold such shares of Common Stock at the Initial Listing Price.

“Person” means any individual, partnership, limited liability company, corporation, joint venture, trust or other legal entity.

“Redemption Date” means the date of redemption or repurchase for the Series G Preferred Stock being redeemed or repurchased, as applicable.

“Redemption Premium” means, upon the redemption of Series G Preferred Stock by the Corporation pursuant to Section 5(a) after the Third Anniversary Date, pursuant to Section 5(b) upon an Initial Listing, or pursuant to Section 5(c) upon a Change of Control, and in accordance with the time lapsed since the First Issuance Date, the Liquidation Amount (subject to proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Series G Preferred Stock) multiplied by:

Anniversary of First Issuance Date Premium

First Issuance Date – 1st Anniversary 10%

1st Anniversary – 2nd Anniversary 8%

2nd Anniversary – 3rd Anniversary 6%

3rd Anniversary – 4th Anniversary 4%

4th Anniversary – 5th Anniversary 2%

5th Anniversary – thereafter 0%

“Redemption Price” means the sum of the Liquidation Amount (subject to proportionate adjustment in the event of a stock split, stock dividend, combination or other proportionate reduction or increase to the Series G Preferred Stock) and the applicable Redemption Premium.

“REIT” means an entity electing to be taxed as a real estate investment trust pursuant to Sections 856 through 860 of the Code.

“Second Anniversary Date” means the second anniversary of the First Issuance Date.

“Series B Preferred Stock” means the Series B Convertible Preferred Stock, par value $0.001 per share, of the Corporation.

“SmartStop” means SmartStop Self Storage REIT, Inc., a Maryland corporation.

“Third Anniversary Date” means the third anniversary of the First Issuance Date.

“Transaction Value” means the value per share of cash and other property, if any, a holder or holders of Series G Preferred Stock would receive upon a Change of Control had such holder or holders, immediately prior to such Change of Control, converted such shares of Series G Preferred Stock into shares of the class of Common Stock issuable upon conversion of the Series G Preferred Stock. The value of any property other than cash shall be determined by the Board of Directors based on the imputed value of the Common Stock in the Change of Control transaction, acting in good faith on the basis of such information as it considers, in its reasonable judgment, appropriate.

FOURTH: The Series G Preferred Stock has been classified and designated by the Board of Directors under the authority contained in the Charter.

FIFTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.

SIXTH: These Articles Supplementary shall become effective on October 30, 2026 at 9:00 a.m. EST.

SEVENTH: The undersigned officer acknowledges the foregoing Articles Supplementary to be the corporate act of the Corporation and, as to all matters and facts required to be verified under oath, the undersigned officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[Signatures Appear on Following Page]

IN WITNESS WHEREOF, Strategic Storage Trust VI, Inc. has caused the foregoing Articles Supplementary to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 30th day of October, 2026.

ATTEST:

STRATEGIC STORAGE TRUST VI, INC.

By:

/s/ Nicholas M. Look

By:

/s/ H. Michael Schwartz

Nicholas M. Look

H. Michael Schwartz

Secretary

Chief Executive Officer

EX-10.1

Filename: sstvi-ex10_1.htm · Sequence: 3

EX-10.1

AMENDMENT NO. 7 TO THE SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

STRATEGIC STORAGE OPERATING PARTNERSHIP VI, L.P.

DESIGNATION OF

SERIES G CONVERTIBLE PREFERRED PARTNERSHIP UNITS

In accordance with Section 4.2 and Article 11 of the Second Amended and Restated Limited Partnership Agreement, effective as of March 17, 2022, as amended by (i) Amendment No. 1 dated January 30, 2023, (ii) Amendment No. 2 dated May 1, 2023, (iii) Amendment No. 3 dated November 1, 2023, (iv) Amendment No. 4 dated September 19, 2024, (v) Amendment No. 5 dated August 29, 2025, and (vi) Amendment No. 6 dated September 30, 2025 (the “Partnership Agreement”), of Strategic Storage Operating Partnership VI, L.P. (the “Partnership”), the Partnership Agreement is hereby amended by this Amendment No. 7 thereto (this “Amendment”) to create a new series of Preferred Units designated as “Series G Convertible Preferred Units” (the “Series G Preferred Units”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Partnership Agreement.

WHEREAS, Strategic Storage Trust VI, Inc. (the “General Partner”) has filed, on the date herewith, Articles Supplementary to create a new class of the General Partner’s preferred stock designated as the “Series G Convertible Preferred Stock” (the “Series G Preferred Stock”) and set forth the rights, preferences and privileges of the Series G Preferred Stock.

WHEREAS, the parties hereto now desire to reflect the General Partner’s authorization and issuance of Series G Preferred Stock by creating the Series G Preferred Units and setting forth the rights, preferences and privileges of the Series G Preferred Units (and other terms and conditions of such units) under the Partnership Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Amendments to the Partnership Agreement

Definitions. The following definitions from Article 1 are hereby amended and restated in their entirety, or if no such definition previously appeared, are added to Article 1:

Partnership Unit means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder, including Class A Units, Class P Units, Class T Units, Class W Units, Class Y Units, Class Z Units, Series B Preferred Units, Series C Preferred Units, Series D Preferred Units, Series E Preferred Units, and Series G Preferred Units. Without limitation on the authority of the General Partner as set forth in Section 4.3 hereof, the General Partner may designate any Partnership Units, when issued, as Common Units or Preferred Units, may establish any other class of Partnership Units, and may designate one or more series of any class of Partnership Units. The allocation of Partnership Units among the Partners shall be as set forth on Exhibit A, as such Exhibit may be amended from time to time.

Series G Preferred Unit means a Partnership Unit having the rights, preferences, privileges, limitations, and restrictions labeled as the Series G Convertible Preferred Units described on Exhibit C below.

The following provisions are hereby added as Exhibit C to the Partnership Agreement:

In accordance with Section 4.2(a) and Article 11 of the Agreement, the Partnership has issued Preferred Units labeled as the Series G Convertible Preferred Partnership Units (the “Series G Preferred Units”) to the General Partner. The Series G Preferred Units shall have the following terms, rights and privileges:

Designation and Number. There shall be a series of Preferred Units designated as the “Series G Convertible Preferred Units”. The number of authorized Series G Preferred Units is 100,000.

Rank. The Series G Preferred Units will, with respect to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership, rank senior to the Common Units, the Series D Preferred Units and the Series E Preferred Units (collectively, the “Junior Units”), and on parity with the Series B Preferred Units and any other preferred units issued from time to time, the terms of which provide that such securities rank on parity with the Series G Preferred Units with respect to distribution and redemption rights and rights upon the Partnership’s liquidation, dissolution or winding-up (the “Parity Units”).

Distributions.

(a)

Each holder of the then outstanding Series G Preferred Units shall be entitled to receive, when and as authorized by the General Partner and the Partnership, out of funds of the Partnership legally available for payment, cumulative preferential cash distributions at the Distribution Rate per Series G Preferred Unit. Such preferential distributions shall accrue on each outstanding Series G Preferred Unit on a daily basis, whether or not authorized or declared, and be cumulative from the first date on which each such Series G Preferred Unit is issued (the “Original Issue Date”), and shall be payable in arrears for the prior calendar quarter on or before the 30th day of January, April, July and October of each year (each a “Distribution Payment Date”); provided, however, that if any Distribution Payment Date is not a Business Day, then the distribution which would otherwise have been payable on such Distribution Payment Date may be paid on the preceding Business Day or the following Business Day with the same force and effect as if paid on such Distribution Payment Date. Any distribution payable on the Series G Preferred Units for any partial distribution period will be computed on the basis of a 360-day year consisting of twelve 30-day months. A “distribution period” shall mean, with respect to the first “distribution period,” the period from and including the Original Issue Date to and including the first Distribution Payment Date, and with respect to each subsequent “distribution period,” the period from but excluding a Distribution Payment Date to and including the next succeeding Distribution Payment Date or other date as of which accrued distributions are to be calculated. Distributions will be payable to holders of Series G Preferred Units at the close of business on the applicable record date, which shall be the date designated by the General Partner for the payment of distributions that is not more than 30 nor less than 10 days prior to such Distribution Payment Date (each, a “Distribution Record Date”).

(b)

No distributions on Series G Preferred Units shall be authorized by the Partnership or paid or set apart for payment by the Partnership at such time as the terms and provisions of any written agreement of the Partnership, including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.

(c)

Notwithstanding the foregoing, distributions on the Series G Preferred Units shall accrue whether or not the terms and provisions set forth in Section 3(b) hereof at any time prohibit the current payment of distributions, whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized or declared. Accrued but unpaid distributions on the Series G Preferred Units will accumulate as of the Distribution Payment Date on which they first become payable.

(d)

Unless full cumulative distributions on all outstanding Series G Preferred Units for all past distribution periods have been or contemporaneously are authorized and declared and paid or authorized and declared and a sum sufficient for the payment thereof is set apart for payment, no distributions (other than distributions in Junior Units) shall be authorized and declared and paid or authorized and set apart for payment nor shall any other distribution be authorized and declared and made upon any Junior Units, nor shall any Junior Units be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such Junior Units) by the Partnership (except (i) by conversion into or exchange for other Junior Units, (ii) by redemption, purchase or other acquisition of Common Units or such Junior Units made for purposes of an incentive, benefit, unit redemption program or unit purchase plan of the Partnership or any of its direct or indirect subsidiaries, (iii) for transfers, redemptions or purchases of Junior Units made in accordance with the Partnership Agreement in connection with transfers, redemptions or purchases of corresponding securities of the General Partner pursuant to the provisions of Article VI of the Articles of Incorporation and (iv) as otherwise required to preserve the General Partner’s REIT qualification).

(e) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart) on the Series G Preferred Units, all distributions payable on the Series G Preferred Units shall be paid pro rata based on the number of Series G Preferred Units then outstanding.

(f)

Any distribution payment made on the Series G Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such units which remains payable. Holders of the Series G Preferred Units shall not be entitled to any distribution, whether payable in cash, property or units, in excess of full cumulative distributions on the Series G Preferred Units as described above.

Liquidation Preference.

(a)

Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership (referred to herein as a “Liquidation”), the holders of the Series G Preferred Units will be entitled to be paid out of the assets of the Partnership legally available for distribution to its unitholders, in cash or property at its fair market value as determined by the General Partner, in an amount, for each outstanding Series G Preferred Unit equal to the greater of (i) the Liquidation

Amount (subject to proportionate adjustment in the event of a recapitalization, unit distribution, combination or other proportionate reduction or increase to the Series G Preferred Units), plus an amount equal to any accrued and unpaid distributions (whether or not accumulated or authorized and declared) to the date of payment or (ii) the amount that would have been payable had each Series G Preferred Unit been converted into a Common Unit pursuant to Section 6 hereof immediately prior to such Liquidation, in the event such Series G Preferred Unit is convertible pursuant to Section 6 at the time of such Liquidation (clauses (i) and (ii), collectively, the “Liquidation Preference”), before any distribution or payment is made to holders of Common Units or any Junior Units as to the distribution of assets upon a Liquidation. After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of Series G Preferred Units will have no right or claim to any of the remaining assets of the Partnership.

(b)

In the event that, upon any Liquidation of the Partnership, the available assets of the Partnership are insufficient to pay the Liquidation Preference on all outstanding Series G Preferred Units, then the holders of Series G Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions per unit to which they would otherwise be respectively entitled.

(c)

For purposes of this Section 4, neither the voluntary sale, lease, exchange, transfer or conveyance (for cash, securities or other consideration) of all or substantially all of the property or assets of the Partnership to, nor the merger or consolidation or any other business combination of the Partnership with or into any other entity or the merger or consolidation of any other entity into or with the Partnership or a statutory unit exchange by the Partnership, shall be deemed to be a Liquidation. Upon a Partnership Change of Control, if the outstanding Series G Preferred Units are not redeemed, repurchased or converted as provided in Section 5 or 6 hereof, then the Partnership will cause any acquirer of the Partnership to assume the obligations set forth herein and be subject to the terms and conditions set forth herein. Notwithstanding the foregoing, if such assumption is not permitted by law, the Partnership shall take any actions under its control necessary to cause the acquirer to issue securities of the acquirer with substantially similar contractual rights as those contained herein (including the inclusion of a provision in the relevant merger or consolidation agreement requiring the acquirer to issue securities of the acquirer with substantially similar contractual rights as those contained herein).

(d)

In determining whether a distribution (other than upon voluntary or involuntary Liquidation), by redemption or other acquisition of equity securities of the Partnership or otherwise, is permitted under Delaware law, amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series G Preferred Units shall not be added to the Partnership’s total liabilities.

(e)

Written notice of any Liquidation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein to each record holder of the Series G Preferred Units at the respective address of such holders as the same shall appear on the unit transfer records of the Partnership.

Redemption and Repurchase. In connection with any redemption by the General Partner of any shares of Series G Preferred Stock pursuant to Section 5 of the Articles Supplementary, the Partnership shall redeem, on the date of such redemption, an equal number of Series G Preferred Units held by the

General Partner. As consideration for the redemption of such Series G Preferred Units, the Partnership shall deliver to the General Partner an amount of cash equal to the amount of cash, if any, paid to redeem the shares of Series G Preferred Stock.

Conversion Rights. The Series G Preferred Units are not convertible into or exchangeable for any other property or securities of the Partnership, except as provided in the Partnership Agreement and in this Section 6. In the event that any share of Series G Preferred Stock is converted into shares of any class of Common Stock pursuant to the provisions of Section 6 of the Articles Supplementary, the Partnership shall convert, on the date of such conversion, an equal number of Series G Preferred Units held by the General Partner into Common Units at the same conversion rate at which such shares of Series G Preferred Stock are convertible into such class of Common Stock. Any conversion pursuant to this Section 6 shall be effective as of the close of business on the date of conversion.

Status of Acquired Units. In the event any Series G Preferred Units have been redeemed or repurchased by the Partnership pursuant to Section 5 hereof or converted pursuant to Section 6 hereof, or otherwise reacquired by the Partnership, the units so redeemed, repurchased, converted or reacquired shall become unissued Preferred Units without further designation as to class or series, available for future classification or reclassification by the General Partner and issuance by the Partnership.

Record Holders. The Partnership and the transfer agent for the Series G Preferred Units may deem and treat the record holder of any Series G Preferred Units as the true and lawful owner thereof for all purposes, and neither the Partnership nor the transfer agent shall be affected by any notice to the contrary.

No Preemptive Rights. No holder of the Series G Preferred Units will, as a holder of the Series G Preferred Units, have any preemptive rights to purchase or subscribe for Common Units or any other security of the Partnership (whether now or hereafter authorized).

10.

Notices to Holders. Unless otherwise provided herein or required by law, notices to holders of Series G Preferred Units provided for herein shall be mailed to such holders by first class mail, postage pre-paid, at the respective addresses as the same shall appear on the records of the Partnership.

11.

Severability. If any of the preferences, or other rights, voting powers, restrictions, limitations as to distributions or other distributions, qualifications or terms or conditions of redemption or repurchase of the Series G Preferred Units are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, then, to the extent permitted by law, all other preferences, or other rights, voting powers, restrictions, limitations as to distributions or other distributions, qualifications or terms or conditions of redemption or repurchase of the Series G Preferred Units which can be given effect without the invalid, unlawful or unenforceable preferences, or other rights, voting powers, restrictions, limitations as to distributions or other distributions, qualifications or terms or conditions of redemption or repurchase of the Series G Preferred Units shall remain in full force and effect and shall not be deemed dependent upon any invalid, unlawful or unenforceable preferences, or other rights, voting powers, restrictions, limitations as to distributions or other distributions, qualifications or terms or conditions of redemption or repurchase of the Series G Preferred Units.

12.

Definitions. Capitalized terms used herein shall have the meanings set forth below or otherwise defined herein, which definitions shall apply only to the Series G Preferred Units and shall not affect the definition of such terms as used or as otherwise defined with respect to other classes or series of

Preferred Units or elsewhere in the Partnership Agreement. Capitalized terms not defined herein, shall have the meaning set forth elsewhere in the Partnership Agreement.

“Distribution Rate” means a rate of 8.85% per annum of the Liquidation Amount (subject to proportionate adjustment in the event of a unit split, unit distribution, combination or other proportionate reduction or increase to the Series G Preferred Units); provided, however, if the Series G Preferred Units have not been redeemed or repurchased in full on or prior to the Fifth Anniversary Date, such Distribution Rate shall increase at the rate of 0.75% per annum of the Liquidation Amount for the initial year after the Fifth Anniversary Date, and shall increase an additional 0.75% per annum of the Liquidation Amount each year thereafter to a maximum of 11.00% per annum of the Liquidation Amount until the tenth anniversary of the First Issuance Date, at which time the Distribution Rate shall increase 0.75% per annum of the Liquidation Amount each year thereafter until the Series G Preferred Units are redeemed or repurchased in full.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fifth Anniversary Date” means the fifth anniversary of the First Issuance Date.

“First Issuance Date” means February 4, 2025.

“Liquidation Amount” means $1,000.00 per Series G Preferred Unit.

“Partnership Change of Control” means (i) a sale of all or substantially all of the direct or indirect assets of the Partnership (including by way of any reorganization, merger, consolidation or other similar transaction) or (ii) a direct or indirect acquisition of beneficial ownership of voting securities of the Partnership by another Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) by means of any transaction or series of transactions (including any reorganization, merger, consolidation, joint venture, unit transfer or other similar transaction), pursuant to which the unitholders of the Partnership immediately preceding such transaction or transactions collectively own, following the consummation of such transaction or transactions, less than fifty percent (50%) of the total economic interests or total voting power of all securities of beneficial interest of the Partnership entitled to vote generally.

“Person” means any individual, partnership, limited liability company, corporation, joint venture, trust or other legal entity.

Continuation of Partnership Agreement. The Partnership Agreement and this Amendment shall be read together and shall have the same force and effect as if the provisions of the Partnership Agreement and this Amendment were contained in one document. Any provisions of the Partnership Agreement not amended by this Amendment shall remain in full force and effect as provided in the Partnership Agreement immediately prior to the date hereof. In the event of a conflict between the provisions of this Amendment and the Partnership Agreement, the provisions of this Amendment shall control.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 7 to the Partnership Agreement as of the 30th day of October 2026.

STRATEGIC STORAGE OPERATING PARTNERSHIP VI, L.P.

By: Strategic Storage Trust VI, Inc.,

its sole general partner

By: /s/ H. Michael Schwartz

Name: H. Michael Schwartz

Title: Chief Executive Officer

STRATEGIC STORAGE TRUST VI, INC.

By: /s/ H. Michael Schwartz

Name: H. Michael Schwartz

Title: Chief Executive Officer

EX-10.2

Filename: sstvi-ex10_2.htm · Sequence: 4

EX-10.2

INVESTORS’ RIGHTS AGREEMENT

This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of November 1, 2026, is by and between Strategic Storage Trust VI, Inc., a Maryland corporation (the “Company”), and Extra Space Storage LP, a Delaware limited partnership (the “Investor”). The Investor 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.”

WHEREAS, the Investor purchased shares of Series B Convertible Preferred Stock, $0.001 par value per share, of the Company pursuant to that certain Preferred Stock Purchase Agreement, dated as of May 1, 2023 (as may be amended from time to time, the “SST VI Purchase Agreement”);

WHEREAS, the Investor purchased shares of Series A Convertible Preferred Stock, $0.001 par value per share of Strategic Storage Growth Trust III, Inc. (“SSGT III”) pursuant to that certain Preferred Stock Purchase Agreement, dated as of February 4, 2025;

WHEREAS, pursuant to the agreement and plan of merger dated as of July 14, 2026, entered into by and among the Company, SSGT III Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and SSGT III, SSGT III will merge with and into Merger Sub, with Merger Sub being the surviving entity (the “Merger”), and in connection therewith, the Investor will have its preferred investment in SSGT III converted to Series G Convertible Preferred Stock of the Company (the “Series G Preferred Stock”);

WHEREAS, in connection with the Merger, the Company will deliver an Officer’s Certificate, delivered pursuant to Section 5(c)(2) of Article 3 of the Articles Supplementary of SSGT III, effective February 4, 2025 (the “Officer’s Certificate”);

WHEREAS, the Investor desires to have and the Company desires to grant certain registration and other rights with respect to the Registrable Securities on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.

Definitions. As used in this Agreement, the following terms shall have the following meanings, and terms used herein but not otherwise defined herein shall have the meanings assigned to them in the SST VI Purchase Agreement:

“Adverse Disclosure” means public disclosure of material non-public information that, in the good faith judgment of the Company’s board of directors, (i) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement or report would not be materially misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement or report; and (iii) the Company has a bona fide business purpose for not disclosing publicly.

“Agreement” shall have the meaning set forth in the preamble.

“Articles Supplementary” shall mean those certain Articles Supplementary of the Company, setting forth the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the Series G Preferred Stock, as may be amended from time to time.

“Automatic Shelf Registration Statement” shall have the meaning set forth in Rule 405 (or any successor provision) of the Securities Act.

“Class A Common Stock” shall mean all shares currently or hereafter existing of Class A Common Stock, par value $0.001 per share, of the Company.

“Common Stock” shall have the meaning set forth in the Articles Supplementary.

“Demand Notice” shall have the meaning set forth in Section 2(b)(i).

“Demand Registration” shall have the meaning set forth in Section 2(b)(i).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder.

“Indemnified Party” shall have the meaning set forth in Section 2(g)(iii).

“Indemnifying Party” shall have the meaning set forth in Section 2(g)(iii).

“Long-Form Registration” shall have the meaning set forth in Section 2(b)(i).

“Losses” shall have the meaning set forth in Section 2(g).

“Marketed Offering” shall mean a registered underwritten offering of Registrable Securities (including any registered underwritten Shelf Offering) that is consummated, withdrawn or abandoned by the applicable Stockholders following formal participation by the Company’s management in a customary “road show” (including an “electronic road show”) or other similar marketing effort by the Company.

“Person” shall mean any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.

“Piggyback Notice” shall have the meaning set forth in Section 2(c).

“Piggyback Registration” shall have the meaning set forth in Section 2(c).

“Piggyback Request” shall have the meaning set forth in Section 2(c).

“Proceeding” shall mean an action, claim, suit, arbitration or proceeding (including an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” shall mean the prospectus included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A or Rule 430B promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all materials incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Registrable Securities” shall mean, as of any date of determination, the shares of Class A Common Stock issued to the Investor pursuant to the Articles Supplementary (whether or not subsequently transferred to any Stockholder), or hereafter acquired by the Investor or any Stockholder pursuant to the conversion of the Series G Preferred Stock, and any other securities issued or issuable with respect to any such shares by way of share split, share dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (i) they are sold or transferred pursuant to an effective Registration Statement under the Securities Act, (ii) they shall have ceased to be outstanding, (iii) they have been sold in a private transaction in which the transferor’s rights

under this Agreement are not assigned to the transferee of the securities, or (iv) the holder thereof is able to dispose of all of its, his or her Registrable Securities under Rule 144 (or any successor rule then in effect) promulgated under the Securities Act, without any limitations thereunder (including, without limitation, volume limitations) during a three-month period without registration and restrictive legends have been removed from all certificates representing the applicable Registrable Securities.

“Registration Statement” shall mean any registration statement of the Company under the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 144” shall mean Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

“SEC” shall mean the Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.

“Securities Act” shall mean the Securities Act of 1933, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder.

“Series G Preferred Stock” shall mean all shares currently or hereafter existing of Series G Convertible Preferred Stock, par value $0.001 per share, of the Company.

“Shelf Offering” shall have the meaning set forth in Section 2(c)(iii).

“Short-Form Registration” shall have the meaning set forth in Section 2(b)(i).

“Stockholders” shall have the meaning set forth in the preamble.

“Take-Down Notice” shall have the meaning set forth in Section 2(c)(iii).

“TRS” shall have the meaning set forth in Section 4(c).

“underwritten registration” or “underwritten offering” shall mean a registration in which securities of the Company are sold to an underwriter for reoffering to the public.

“Well-Known Seasoned Issuer” shall have the meaning set forth in Rule 405 (or any successor provision) of the Securities Act.

Section 2.

Registration Rights.

(a)

Holders of Registrable Securities. A Person is deemed, and shall only be deemed, to be a holder of Registrable Securities if such Person owns Registrable Securities or has a right to acquire such Registrable Securities and such Person is a Stockholder.

(b)

Demand Registrations.

(i)

Requests for Registration. Subject to the following paragraphs of this Section 2(b), at any time on or after the one (1) year anniversary of the Initial Closing Date, one or more Stockholders shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer, sale and distribution of all of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (which, at the election of the Stockholders delivering such notice, may be (i) filed pursuant to Rule 415 under the Securities Act and (ii) if the

Company is a Well-Known Seasoned Issuer at the time of filing such registration statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such short form registration, on Form S-1, Form S-11 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to make the initial filing of the Registration Statement in connection with such Demand Registration within sixty (60) days, in the case of a Long-Form Registration, or thirty (30) days, in the case of a Short-Form Registration, following receipt of such Demand Notice; provided, however, that (i) a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Stockholders is reasonably expected to result in aggregate gross cash proceeds in excess of $15,000,000 (without regard to any underwriting discount or commission), (ii) such Stockholders will not be entitled to deliver (or cause to be delivered) more than four (4) Demand Notices in the aggregate under this Agreement, of which no more than two (2) Demand Notices shall be delivered (or caused to be delivered) in connection with Marketed Offerings, and (iii) the Company will not be obligated to effect more than one (1) Demand Registration that is an underwritten offering in any twelve (12) month period. Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(b)(i), the Company shall use its reasonable best efforts to file a Registration Statement in accordance with such Demand Notice as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.

No Demand Registration shall be deemed to have occurred for purposes of this Section 2(b), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of this Section (2)(b)(i), if (x) the Registration Statement relating thereto (and covering not less than 75% of the Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (i) does not become effective, or (ii) is not maintained effective for the period required pursuant to this Section 2(b) or (y) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period.

All requests made pursuant to this Section 2(b) will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof; provided, however, that subject to Section 2(e)(xiii) and Section 3(c), the Company shall not be obligated to list the Registrable Securities on any securities exchange.

Except as otherwise agreed by all Stockholders with Registrable Securities subject to a Demand Registration, the Company shall use its reasonable best efforts to maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Stockholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold.

Within five (5) business days after receipt by the Company of a Demand Notice pursuant to this Section 2(b), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 2(b)(ii), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) business days after the date that such notice has been delivered; provided that such holders must agree to the method of distribution proposed by the Stockholders who delivered the Demand Notice and, in connection with any underwritten registration, such holders (together with the Company and the other holders including securities in such underwritten registration) must enter into an underwriting agreement in the form reasonably approved by the Stockholders holding a majority of the Registrable Securities. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities.

(ii)

Priority on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its good faith opinion the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the price, timing or distribution of such offering (including securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such underwritten offering the number or dollar amount of Registrable Securities and such other securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities and such other securities shall be allocated as follows:

(A)

first, pro rata among the holders of Registrable Securities that have requested to participate in such Demand Registration on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and

(B)

second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Company.

No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such offering.

(iii)

Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any 12-month period), for a reasonable period of time not in excess of thirty (30) days, the filing (but not the preparation) of a Registration Statement if the Company delivers to the Stockholders requesting registration a certificate certifying that such registration and offering would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or require the Company to make an Adverse Disclosure. Such certificate shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Stockholders receiving such certificate shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 2(e)(xv). If the Company shall so postpone the filing of a Registration Statement, the Stockholders requesting such registration shall have the right to withdraw the request for registration by giving written notice to the Company within ten (10) days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the applicable Stockholders and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice; provided that in the event such Stockholders do not so withdraw the request for registration, the Company shall continue to prepare a Registration Statement during such postponement such that, if it exercises its rights under this Section 2(b)(iii), it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of the applicable deferred or suspended Registration Statement.

(iv)

Cancellation of a Demand Registration. Holders of a majority of the Registrable Securities that are to be registered in a particular offering pursuant to this Section 2(b) shall have the right to notify the Company that they have determined that the registration statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such registration statement; provided, that such Demand Notice underlying such abandonment or withdrawal shall not be deemed to be a Demand Notice for purposes of Section 2(b)(i) if in response to a material adverse change regarding the Company or a material adverse change in the financial markets generally.

(v)

Marketed Offerings. In connection with any Demand Notices that are Marketed Offerings, the Company shall cause its officers to use their reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement (including participation in customary “road shows” and the like).

(c)

Piggyback Registration; Shelf Take Down.

(i)

Right to Piggyback. Except with respect to a Demand Registration, the procedures for which are addressed in Section 2(b), if the Company proposes to file a registration statement under the Securities Act with respect to an offering of Class A Common Stock whether or not for sale for its own account and whether or not an underwritten offering or an underwritten registration (other than a Registration Statement (A) on Form S-4, Form S-8 or any successor forms thereto, (B) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan, (C) relating solely to the offer and sale of debt securities or (D) in connection with any dividend or distribution reinvestment or similar plan), then the Company shall give prompt written notice of such filing no later than twenty (20) days prior to the filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Section 2(c)(ii), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within ten (10) days after notice has been given to the applicable holder. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (x) one hundred eighty (180) days after the effective date thereof and (y) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement.

(ii)

Priority on Piggyback Registrations. If any of the Registrable Securities to be registered pursuant to the registration giving rise to the rights under this Section 2(c) are to be sold in an underwritten offering, the Company shall use reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit holders of Registrable Securities who have submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that it is their good faith opinion the total number or dollar amount of securities that such holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the price, timing or distribution of the securities in such offering, then there shall be included in such underwritten offering the number or dollar amount of securities that in the opinion of such managing underwriter or underwriters can be sold without so adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows: (i) first, all securities proposed to be sold by the Company for its own account; (ii) second, all Registrable Securities requested to be included in such registration pursuant to Section 2(c), pro rata among such holders on the basis of the percentage of the Registrable Securities requested to be included in such Registration Statement by such holders; and (iii) third, all other securities requested to be included in such Registration Statement; provided that holders may, prior to the earlier of the (i) effectiveness of the Registration Statement and (ii) time at which the offering price and/or underwriter’s discount are determined with the managing underwriter or underwriters, withdraw their request to be included in such registration pursuant to this Section 2(c).

(iii)

Shelf-Take Downs. At any time that a shelf registration statement covering Registrable Securities pursuant to Section 2(b) or Section 2(c) is effective, if any Stockholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the shelf registration statement (a “Shelf Offering”), then, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 2(c)(iii)). In connection with any Shelf Offering, including any Shelf Offering that is a Marketed Offering:

(A)

within ten (10) days after receipt by the Company of a Take-Down Notice, the Company shall deliver a written notice of such Take-Down Notice to all other holders of Registrable Securities included on such shelf registration statement and permit each such holder to include its Registrable Securities included on the shelf registration statement in the Shelf Offering if such holder notifies the Company within ten (10) days after delivery of notice to such holder; and

(B)

if the Shelf Offering is underwritten, in the event that the underwriters of such Shelf Offering advise such holders in writing that it is their good faith opinion the total number or dollar amount of securities proposed to be sold exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be included, then the underwriter may limit the number of Registrable Securities which would otherwise be included in such Shelf Offering in the same manner as described in Section 2(b)(ii) with respect to a limitation of shares to be included in a registration;

provided, however, that each Shelf Offering that is a Marketed Offering initiated by a Stockholder shall be deemed to be a demand subject to the provisions of Section 2(b) (subject to Section 2(b)(iv)), and shall decrease by one the number of Demand Notices such Stockholder is entitled to pursuant to Section 2(b)(i); provided, further, that a Take-Down Notice with respect to an underwritten offering that is not a Marketed Offering may only be made if the sale of the Registrable Securities requested to be sold by all Stockholders in the Shelf Offering is reasonably expected to result in aggregate gross cash proceeds in excess of $15,000,000 (without regard to any underwriting discount or commission).

(d)

Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees with all other holders of Registrable Securities and the Company in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 2(b) and Section 2(c)(i), respectively (whether or not such holder elected to include Registrable Securities in such Registration Statement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in such offering, not to effect any public sale or distribution of any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning the Series G Preferred Stock or Class A Common Stock, or to give any Demand Notice during the period commencing on the date of the Prospectus and continuing for not more than ninety (90) days after the date of the Prospectus (or, in either case, Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which such public offering shall be made. In connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 2(b) or Section 2(c), the Company shall be responsible for negotiating all “lock-up” agreements with the underwriters and, in addition to the foregoing provisions of this Section 2(d), the Stockholders and holders of Registrable Securities agree to execute the form so negotiated; provided, that the form so negotiated is reasonably acceptable to the Stockholders and holders of Registrable Securities and consistent with the agreement set forth in this Section 2(d) and that, in the case of a Marketed Offering, the Company’s executive officers and directors shall also have executed such form of agreement so negotiated.

If any registration pursuant to Section 2(b) of this Agreement shall be in connection with any: (i) Marketed Offering (including with respect to a Shelf Offering pursuant to Section 2(c)(iii) hereof), the Company will cause each of its executive officers and directors to sign a “lock-up” agreement consistent with that contemplated in the immediately preceding paragraph, and (ii) underwritten offering (including with respect to a Shelf Offering pursuant to Section 2(c)(iii) hereof), the Company will also not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form S-4, Form S-8 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, within ninety (90) days after the date of the Prospectus for such offering except as may otherwise be agreed with the holders of the Registrable Securities in such offering.

(e)

Registration Procedures. If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2(b) or Section 2(c), the Company shall effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall cooperate in the sale of the securities and shall, as expeditiously as possible to the extent applicable:

(i)

prepare and file with the SEC a Registration Statement or Registration Statements on such form as shall be available for the sale of the Registrable Securities by the holders thereof or by

the Company in accordance with the intended method or methods of distribution thereof and in accordance with this Agreement, and use its reasonable best efforts to cause such Registration Statement to become effective and to remain effective as provided herein; provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference), the Company shall furnish or otherwise make available to the holders of the Registrable Securities covered by such Registration Statement, their counsel and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein and, to the extent reasonably necessary to enable such holders to exercise their due diligence responsibility, such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company’s books and records, officers, accountants and other advisors upon reasonable notice and only to the extent the Company determines in good faith that such disclosure and access would not forfeit any attorney-client privilege or confidentiality obligations. The Company shall not file any such Registration Statement or Prospectus or any amendments or supplements thereto (including such documents that, upon filing, would be incorporated or deemed to be incorporated by reference therein) with respect to a Demand Registration to which the holders of a majority of the Registrable Securities covered by such Registration Statement, their counsel, or the managing underwriters, if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of the Company’s counsel, such filing is necessary to comply with applicable law;

(ii)

prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement; and cause the related Prospectus to be supplemented by any Prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act;

(iii)

promptly notify each selling holder of Registrable Securities, its counsel and the managing underwriters, if any, and, if requested by any such Person, confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) if at any time the Company has reason to believe that the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 2(e)(xiv) below cease to be true and correct, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (vi) if the Company has knowledge of the happening of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (which notice shall notify the selling holders only of the occurrence of such an event and shall provide no additional information regarding such event to the extent such information would constitute material non-public information);

(iv)

use its reasonable best efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the earliest date reasonably practicable;

(v)

if requested by the managing underwriters, if any, or the holders of a majority of the then-outstanding Registrable Securities being sold in connection with an underwritten offering, promptly include in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, and such holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received such request; provided, however, that the Company shall not be required to take any actions under this Section 2(e) that are not, in the opinion of counsel for the Company, in compliance with applicable law;

(vi)

furnish or make available to each selling holder of Registrable Securities, its counsel and each managing underwriter, if any, without charge, at least one conformed copy of the Registration Statement, the Prospectus and Prospectus supplements, if applicable, and each post-effective amendment thereto, including financial statements (but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits, unless requested in writing by such holder, counsel or underwriter); provided that the Company may furnish or make available any such documents in electronic format;

(vii)

deliver to each selling holder of Registrable Securities, its counsel, and the underwriters, if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus) and each amendment or supplement thereto as such Persons may reasonably request from time to time in connection with the distribution of the Registrable Securities; provided that the Company may furnish or make available any such documents in electronic format (other than, in the case of a Marketed Offering, upon the request of the managing underwriters thereof for printed copies of any such Prospectus or Prospectuses); and the Company, subject to the last paragraph of this Section 2(e), hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any such amendment or supplement thereto;

(viii)

prior to any public offering of Registrable Securities, use its reasonable best efforts to register or qualify or cooperate with the selling holders of Registrable Securities, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or “blue sky” laws of such jurisdictions within the United States as any seller or underwriter reasonably requests in writing and to keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement and to take any other action that may be necessary or advisable to enable such holders of Registrable Securities to consummate the disposition of such Registrable Securities in such jurisdiction; provided, however, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in any such jurisdiction where it would not otherwise be subject but for this Agreement;

(ix)

cooperate with, and direct the Company’s transfer agent to cooperate with, the selling holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely settlement of any offering or sale of Registrable Securities, including the preparation and delivery of certificates (not bearing any legends) or book-entry (not bearing stop transfer instructions) representing Registrable Securities to be sold after receiving written representations from each holder of such Registrable Securities that the Registrable Securities represented by the certificates so delivered by such holder will be transferred in accordance with the Registration Statement and, in connection therewith, if reasonably required by the Company’s transfer agent, the Company shall promptly after the effectiveness of the registration statement cause an opinion of

counsel as to the effectiveness of any Registration Statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without restriction upon sale by the holder of such shares of Registrable Securities under the Registration Statement;

(x)

upon the occurrence of, and its knowledge of, any event contemplated by Section 2(e)(iii)(vi) above, prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the Investors of the Registrable Securities being sold thereunder, such that the Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(xi)

prior to the effective date of the Registration Statement relating to the Registrable Securities, provide a CUSIP number for the Registrable Securities;

(xii)

provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement;

(xiii)

use its reasonable best efforts to cause all shares of Registrable Securities covered by such Registration Statement to be listed on a national securities exchange if shares of the particular class of Registrable Securities are at that time listed on such exchange, as the case may be, prior to the effectiveness of such Registration Statement;

(xiv)

enter into such agreements (including underwriting agreements in form, scope and substance as is customary in underwritten offerings and such other documents reasonably required under the terms of such underwriting agreements, including customary legal opinions and auditor “comfort” letters) and take all such other actions reasonably requested by the holders of a majority of the Registrable Securities being sold in connection therewith (including those reasonably requested by the managing underwriters, if any) to expedite or facilitate the disposition of such Registrable Securities;

(xv)

in connection with a customary due diligence review, upon reasonable notice, make available for inspection by a representative of the selling holders of Registrable Securities, any underwriter participating in any such disposition of Registrable Securities, if any, and any counsel or accountants retained by such selling holders or underwriter (collectively, the “Offering Persons”), at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information and participate in customary due diligence sessions in each case reasonably requested by any such representative, underwriter, counsel or accountant in connection with such Registration Statement unless the Company determines in good faith that such due diligence would forfeit any attorney-client privilege or confidentiality obligations, provided, however, that any information that is not generally publicly available at the time of delivery of such information shall be kept confidential by such Offering Persons unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, in the reasonable judgment of the Offering Persons, is required by law or applicable legal process (including in connection with the offer and sale of securities pursuant to the rules and regulations of the SEC), (iii) such information is or becomes generally available to the public other than as a result of a non-permitted disclosure or failure to safeguard by such Offering Persons in violation of this Agreement or (iv) such information (A) was known to such Offering Persons (prior to its disclosure by the Company) from a source other than the Company when such source, to the knowledge of the Offering Persons, was not bound by any contractual, legal or fiduciary obligation of confidentiality to the Company with respect to such information, (B) becomes available to the Offering Persons from a source other than the Company when such source, to the

knowledge of the Offering Persons, is not bound by any contractual, legal or fiduciary obligation of confidentiality to the Company with respect to such information or (C) was developed independently by the Offering Persons or their respective representatives without the use of, or reliance on, information provided by the Company. In the case of a proposed disclosure pursuant to (i) or (ii) above, such Person shall be required to give the Company written notice of the proposed disclosure prior to such disclosure (except in the case of (ii) above when a proposed disclosure was or is to be made in connection with a Registration Statement or Prospectus under this Agreement); and

(xvi)

cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA, including the use reasonable best efforts to obtain FINRA’s pre-clearance or pre-approval of the Registration Statement and applicable Prospectus upon filing with the SEC.

The Company may require each holder of Registrable Securities as to which any registration is being effected to furnish to the Company in writing such information required in connection with such registration regarding such seller and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing and the Company may exclude from such registration the Registrable Securities of any holder who unreasonably fails to furnish such information within a reasonable time after receiving such request.

Each holder of Registrable Securities agrees if such holder has Registrable Securities covered by such Registration Statement that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 2(e)(ii), 2(e)(iii), 2(e)(iv) or 2(e)(v), such holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2(e)(x), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that the time periods under Section 2(b) with respect to the length of time that the effectiveness of a Registration Statement must be maintained shall automatically be extended by the amount of time the holder is required to discontinue disposition of such securities.

(f)

Registration Expenses. All fees and expenses incurred in connection with registrations, filings or qualifications pursuant to Section 2 of this Agreement (including (i) all registration and filing fees (including fees and expenses with respect to (A) all SEC, stock exchange or trading system and FINRA registration, listing, filing and qualification and any other fees associated with such filings, including with respect to counsel for the underwriters and any qualified independent underwriter in connection with FINRA qualifications, (B) rating agencies and (C) compliance with securities or “blue sky” laws, including any fees and disbursements of counsel for the underwriters in connection with “blue sky” qualifications of the Registrable Securities pursuant to Section 2(e)(viii)), (ii) fees and expenses of the financial printer, (iii) messenger, telephone and delivery expenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) reasonable fees and disbursements of one counsel for the selling holders of Registrable Securities (together with one local counsel to the extent reasonably necessary), and (vi) fees and disbursements of all independent certified public accountants, including the expenses of any special audits and/or “comfort letters” required by or incident to such performance and compliance), shall be borne by the Company whether or not any Registration Statement is filed or becomes effective; provided, however, that in the event of abandonment or withdrawal of a Registration Statement pursuant to Section 2(b)(iv) that is not in response to a material adverse change regarding the Company, fees and disbursements made by or on behalf of the holders of Registrable Securities shall be borne by such holders of Registrable Securities. All underwriters discounts and selling commissions and all stock transfer taxes, in each case related to Registrable Securities registered in accordance with this Agreement, shall be borne by the Stockholders of Registrable Securities included in such registration pro rata among each other on the basis of the number of Registrable Securities so registered (provided that such stock transfer taxes shall be borne solely by the holders of Registrable Securities subject to such taxes).

(g)

Indemnification.

(i)

Indemnification by the Company. The Company shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any investigation or Proceeding), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Company and (without limitation of the preceding portions of this Section 2(g)(i)) will reimburse each such holder, each of its officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees of each such controlling person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such Loss or action, provided that the Company will not be liable in any such case to the extent that any such Loss arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Company by such holder of Registrable Securities expressly for inclusion therein. It is agreed that the indemnity agreement contained in this Section 2(g)(i) shall not apply to amounts paid in settlement of any such Loss or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld). The indemnification provided for under this Section 2(g)(i) shall survive the transfer of the Registrable Securities by the selling holder of Registrable Securities.

(ii)

Indemnification by Holder of Registrable Securities. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with this Agreement, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement of a material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule

433 under the Securities Act) or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities furnished to the Company by such holder of Registrable Securities expressly for inclusion therein; provided, however, that the obligations of such holder under such undertaking shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be unreasonably withheld); and provided, further, that the liability of such holder of Registrable Securities shall be limited to the net proceeds received by such selling holder from the sale of Registrable Securities covered by such Registration Statement. The indemnification provided for under this Section 2(g)(ii) shall survive the transfer of the Registrable Securities by the selling holder.

(iii)

Conduct of Indemnification Proceedings. If any Person shall be entitled to indemnity hereunder or under the undertaking contemplated by Section 2(g)(ii) (an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any Proceeding with respect to which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such claim or Proceeding, to, unless in the Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, assume, at the Indemnifying Party’s expense, the defense of any such claim or Proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Indemnifying Party agrees to pay such fees and expenses; or (ii) the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or Proceeding or fails to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, in which case the Indemnified Party shall have the right to employ separate counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or Proceeding or separate but substantially similar or related claims or Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for all of the Indemnified Parties. Whether or not such defense is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, promptly upon receipt of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder, provided that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification under this Section 2(g)).

(iv)

Contribution. If the indemnification provided for in this Section 2(g) is unavailable to an Indemnified Party in respect of any Losses (other than in accordance with its terms), then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party, on the one hand, and

Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made (or omitted) by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2(g)(iv) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 2(g)(iv), an Indemnifying Party that is a selling holder of Registrable Securities shall not be required to contribute any amount in excess of the amount that such Indemnifying Party has otherwise been, or would otherwise be, required to pay pursuant to Section 2(g)(ii) by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(v)

Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(h)

Rule 144. The Company shall use reasonable best efforts to: (i) file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner, to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144; and (ii) so long as any Registrable Securities are outstanding, furnish holders thereof upon request (A) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Exchange Act and (B) a copy of the most recent annual or quarterly report of the Company (except to the extent the same is available on EDGAR).

(i)

Underwritten Registrations.

(i)

In connection with any underwritten offering, the investment banker or investment bankers and managers shall be selected by (i) the Stockholders holding a majority of Registrable Securities included in any Demand Registration, including any Shelf Offering, initiated by the Stockholders, which selection shall be reasonably acceptable to the Company (and approval of the same not to be unreasonably withheld), and (ii) the Company to administer any other offering, including any Piggyback Registration.

(ii)

No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell the Registrable Securities it desires to have covered by a Registration Statement on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Section 3.

Information Rights.

(a)

The Company shall provide (which may be satisfied by filing with the SEC’s EDGAR system) the Investor with:

(i)

as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of

stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company;

(ii)

as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);

(iii)

as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, and the Class A Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Class A Common Stock and the exchange ratio or exercise price applicable thereto, all in sufficient detail as to permit the Investor to calculate its respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete and correct; and

(iv)

such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as the Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3(a)(iv) to disclose any information to the extent that, upon the advice of counsel, such disclosure (i) would be prohibited by applicable law or (ii) would reasonably be expected to cause a violation of any contract or agreement to which the Company or any of its subsidiaries is a party or (iii) would cause a loss of privilege to the Company or any of its subsidiaries (provided that the Company shall use its reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances where the foregoing restrictions apply); provided, further, that the Investor shall keep the information provided under this Section 3(a)(iv) confidential subject to the same terms set forth in Section 2(e)(xv).

If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated financial statements of the Company and all such consolidated subsidiaries.

(b)

Access.

(i)

Subject to the confidentiality provisions contained in Section 2(e)(xv) hereof, the Company shall permit representatives of the Investor to visit and inspect, at the Investor’s expense, any of the properties of the Company or its subsidiaries and to examine the corporate books and make copies or extracts therefrom and to discuss the affairs, finances and accounts of the Company and its subsidiaries with the principal officers of the Company, all upon reasonable notice and at such reasonable times and as often as the Investor may reasonably request. Any examination pursuant to this Section 3(b)(i) shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Company, and nothing herein shall require the Company or any of its subsidiaries to disclose any information to the extent that, upon the advice of counsel, such disclosure (i) would be prohibited by applicable law or (ii) would reasonably be expected to cause a violation of any contract or agreement to which the Company or any of its subsidiaries is a party or (iii) would cause a loss of privilege to the Company or any of its subsidiaries (provided that the Company shall use its reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances where the foregoing restrictions apply).

(ii)

The provisions of this Section 3(b)(ii) shall terminate and no longer be of any effect from and after such time as the Investor no longer beneficially owns any shares of Series G Preferred

Stock convertible into shares of Class A Common Stock, or shares of Class A Common Stock issued upon the conversion of any shares of Series G Preferred Stock.

(c)

Listing of Shares. If at any time that Registrable Securities are outstanding, the Company lists shares of its capital stock of the same class of shares as any Registrable Securities on a national securities exchange, the Company shall use its reasonable best efforts to list or include all Registrable Securities on such exchange, and shall provide a transfer agent and registrar and CUSIP number for such Registrable Securities prior to the effective date of any registration statement covering such Registrable Securities.

Section 4.

Additional Covenants.

(a)

Maintenance of REIT Status. Until the first day of the first calendar year in which no Series G Preferred Stock or Class A Common Stock issued upon conversion of the Series G Preferred Stock is held at any time by the Investor or any of its Affiliates, (i) the Company shall continue to be taxed as a REIT under the Code, and thereafter the Company shall use its best efforts to continue to qualify as a REIT under the Code unless its board of directors determines that it is no longer in the best interests of the Company to be so qualified, and (ii) if the Company determines, upon advice of tax counsel (the “REIT Non-Compliance Determination”), that (A) it no longer meets the requirements for qualification and taxation as a REIT under the Code (“REIT Non-Compliance”), (B) such REIT Non-Compliance is not subject to the de minimis exception under Section 856(c)(7)(B) of the Code, and (C) it does not expect to be able to cure such REIT Non-Compliance retroactively though relief based on reasonable cause and not willful neglect under Section 856(c)(6) or Section 856(c)(7)(A) of the Code, under Section 9100 of the Code, or as otherwise permitted under the Code (provided that, if the Company expects, but is unable to, effect such cure within a reasonable period of time, this clause (C) shall not apply), the Company shall provide written notice to the Investor within five (5) business days of REIT Non-Compliance Determination.

(b)

So long as the Investor or any of its Affiliates holds, at any time during a calendar quarter or year ending after the date of this Agreement, 5% or more of the shares of Series G Preferred Stock issued pursuant to the Merger (or such respective portion of Class A Common Stock issued upon conversion of the Series G Preferred Stock), the Company shall deliver to the Investor, (i) no later than thirty (30) days after the end of such quarter, copies of REIT testing schedules showing the Company’s satisfaction of the REIT asset requirements for such quarter, and (ii) no later than thirty (30) days after the end of such year, copies of REIT testing schedules showing the Company’s satisfaction of the REIT income and distribution requirements for such year.

(c)

Election; Cooperation. So long as the Investor or any of its Affiliates holds any Series G Preferred Stock or Class A Common Stock issued upon conversion of the Series G Preferred Stock, (i) upon the request of the Investor, the Company shall cooperate with the Investor in making (x) an election to treat the Company as a taxable REIT subsidiary (within the meaning of Section 856(l) of the Code) (“TRS”) of Extra Space Storage Inc. for any applicable taxable year(s) if the Company fails to qualify as a REIT under the Code and/or (y) protective TRS elections for years in which the Company continues to qualify as a REIT under the Code, and (ii) the Company and the Investor shall cooperate with each other to provide such other information as may reasonably be requested to assist in determining whether the ownership of such Preferred Stock (or such Class A Common Stock) would adversely affect the qualification of either party (or an Affiliate thereof) as a REIT under the Code.

(d)

REIT Opinion. So long as the Investor or any of its Affiliates holds any Series G Preferred Stock or Class A Common Stock issued upon conversion of the Series G Preferred Stock, upon the request of the Investor (which request may be made not more than annually), the Company shall cause Nelson Mullins Riley & Scarborough LLP or another nationally recognized law firm experienced in matters relating to REITs (such other law firm to be reasonably acceptable to the Investor) to provide to the Investor an opinion substantially to the effect that, commencing with its taxable year ended December 31, 2021, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its actual method of operation has enabled it to meet, and its proposed method of operation will

enable it to continue to meet, the requirements for qualification and taxation as a REIT under the Code, together with a copy of any officer’s certificate referenced in such opinion. Such opinions and the related officer’s certificates shall be customary in form and substance and otherwise reasonably satisfactory to the Investor.

(e)

Insurance. The Company shall continue to hold term “key-person” insurance on H. Michael Schwartz in an amount not less than ten million dollars ($10,000,000). The key person insurance policy shall name the Company as loss payee. The Company shall cause such key person insurance policy to be maintained until such time as H. Michael Schwartz no longer (i) serves as Chairman of the Company or any similar role within the Company or (ii) otherwise performs any of the duties typically performed by Mr. Schwartz in his capacity as Chairman as of the date hereof.

Section 5.

Miscellaneous.

(a)

Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the written consent of holders of a majority of the then outstanding Registerable Securities and the Company. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other holders of Registrable Securities may be given by holders of a majority of the Registrable Securities being sold by such holders pursuant to such Registration Statement.

(b)

Notices. All notices required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered, telecopied and confirmed, or mailed by certified mail, return receipt requested, or overnight delivery service with proof of receipt maintained, at the following address (or any other address that any such party may designate by written notice to the other parties):

If to the Company, to the address of its principal executive offices. If to any Stockholder, at such Stockholder’s address as set forth on the records of the Company. Any such notice shall, if delivered personally, be deemed received upon delivery; shall, if delivered by telecopy, be deemed received on the first business day following confirmation; shall, if delivered by overnight delivery service, be deemed received the first business day after being sent; and shall, if delivered by mail, be deemed received upon the earlier of actual receipt thereof or five (5) business days after the date of deposit in the United States mail.

(c)

Successors and Assigns; Stockholder Status. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, including subsequent holders of Registrable Securities acquired, directly or indirectly, from the Stockholders; provided, however, that (y) no Stockholder may assign this Agreement (in whole or in part) without the prior written consent of the Company, which consent shall not be unreasonably withheld, provided, however, that a Stockholder may assign this Agreement without the consent of the Company to an Affiliate of such Stockholder, and (z) any successor or assign shall not be entitled to such rights unless the successor or assign shall have executed and delivered to the Company an Addendum Agreement substantially in the form of Exhibit A hereto (which shall also be executed by the Company) promptly following the acquisition of such Registrable Securities, in which event such successor or assign shall be deemed a Stockholder for purposes of this Agreement. Except as provided in Section 2(g) with respect to an Indemnified Party, nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained.

(d)

Counterparts. This Agreement may be executed in two or more counterparts and delivered by facsimile, pdf or other electronic transmission with the same effect as if all signatory parties had signed and delivered the same original document, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e)

Headings; Construction. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the context requires otherwise: (i) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa; (ii) the term “including” shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation,”; (iii) references to sections and paragraphs refer to sections and paragraphs of this Agreement; and (iv) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including Exhibit A hereto, and not to any particular subdivision unless expressly so limited.

(f)

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(g)

Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(h)

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(i)

Entire Agreement. This Agreement and the Articles Supplementary are intended by the parties as a final expression of their agreement, and are intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein, with respect to the registration rights granted by the Company with respect to Registrable Securities. This Agreement, together with Officer’s Certificate and the Articles Supplementary, supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(j)

Securities Held by the Company or its Subsidiaries. Whenever the consent or approval of holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its subsidiaries shall not be counted in determining whether such consent or approval was given by the holders of such required percentage.

(k)

Specific Performance; Further Assurances. The parties hereto recognize and agree that money damages may be insufficient to compensate the holders of any Registrable Securities for breaches by the Company of the terms hereof and, consequently, that the equitable remedy of specific performance of the terms hereof will be available in the event of any such breach. The parties hereto agree that in the event the registrations and sales of Registrable Securities are effected pursuant to the laws of any jurisdiction outside of the United States, such parties shall use their respective reasonable best efforts to give effect as closely as possible to the rights and obligations set forth in this Agreement, taking into account customary practices of such foreign jurisdiction, including executing such documents and taking such further actions as may be reasonably necessary in order to carry out the foregoing.

(l)

Term. This Agreement shall terminate with respect to a Stockholder on the date on which such Stockholder ceases to hold Registrable Securities; provided, that, such Stockholder’s rights and obligations pursuant to Section 2(g), as well as the Company’s obligations to pay expenses pursuant to Section 2(f), shall survive with respect to any registration statement in which any Registrable Securities of such

Stockholders were included and, for the avoidance of doubt, any underwriter lock-up that a Stockholder has executed prior to a Stockholder’s termination in accordance with this clause shall remain in effect in accordance with its terms.

(m)

Expenses. Other that as set forth in Section 2(f), each of the parties will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to this Agreement; provided, however, promptly following entering into this Agreement, the Company shall reimburse the Investor for its reasonable out-of-pocket expenses incurred in connection with due diligence, the negotiation and preparation of this Agreement and the transactions contemplated pursuant to this Agreement (including fees and expenses of attorneys, accountants and consultants in connection with the transactions contemplated pursuant to this Agreement), up to a maximum amount of $50,000.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Investors’ Rights Agreement to be duly executed as of the date first above written.

STRATEGIC STORAGE TRUST VI, INC.

By: /s/ H. Michael Schwartz

Name: H. Michael Schwartz

Title: Chief Executive Officer

EXTRA SPACE STORAGE LP

By: ESS Holdings Business Trust I

Its: General Partner

By: /s/ Gwyn G. McNeal

Name: Gwyn G. McNeal

Title: Trustee

[Investors’ Rights Agreement Signature Page]

Exhibit A

Addendum Agreement

This Addendum Agreement is made this ___ day of ____________, 20___, by and between _________________________________ (the “New Stockholder”) and Strategic Storage Trust VI, Inc. (the “Company”), pursuant to an Investors’ Rights Agreement dated as of November 1, 2026 (the “Agreement”), by and between the Company and the Investor. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

W I T N E S S E T H:

WHEREAS, the Company has agreed to provide certain registration and other rights with respect to the Registrable Securities as set forth in the Agreement;

WHEREAS, the New Stockholder has acquired Registrable Securities directly or indirectly from a Stockholder; and

WHEREAS, the Company and the Stockholders have required in the Agreement that all persons desiring registration and other rights must enter into an Addendum Agreement binding the New Stockholder to the Agreement to the same extent as if it were an original party thereto.

NOW, THEREFORE, in consideration of the mutual promises of the parties, the New Stockholder acknowledges that it has received and read the Agreement and that the New Stockholder shall be bound by, and shall have the benefit of, all of the terms and conditions set out in the Agreement to the same extent as if it were an original party to the Agreement and shall be deemed to be a Stockholder thereunder.

______________________________

New Stockholder

Address:

________________________________

Agreed to on behalf of the Company pursuant to Section 5(c) of the Agreement.

STRATEGIC STORAGE TRUST VI, INC.

By:

Name: H. Michael Schwartz

Title: Chief Executive Officer

EX-99.1

Filename: sstvi-ex99_1.htm · Sequence: 5

EX-99.1

Exhibit 99.1

Strategic Storage Trust VI Completes Merger with Strategic Storage Growth Trust III, Creating a Billion Dollar Self-Storage REIT

Portfolio grows to 37 wholly-owned facilities, nearly 30,000 units and 3.2 million square feet across ten states and three Canadian provinces

LADERA RANCH, CALIF. – November 2, 2026 – Strategic Storage Trust VI, Inc. (“SST VI” or the “Company”), a public non-traded REIT sponsored by an affiliate of SmartStop Self Storage REIT, Inc. (“SmartStop”) (NYSE: SMA), today announced the successful completion of its transformational merger with Strategic Storage Growth Trust III, Inc. (“SSGT III”), a private REIT also sponsored by an affiliate of SmartStop. The all-stock transaction, which values SSGT III’s real estate portfolio at approximately $500 million, unites two SmartStop-sponsored REITs into a single, significantly larger company with over a billion in total assets.

The merger dramatically expands SST VI’s size and reach. In a single transaction, the Company has added 12 wholly-owned facilities, grown its unit count by roughly 45%, and extended its U.S. footprint from seven states to ten with its entry into California, New Jersey and Texas. SST VI also gains three new joint venture interests in British Columbia and Québec and beneficial interests in three Delaware Statutory Trust programs that own eight properties consisting of approximately 5,370 units and nearly 0.7 million net rentable square feet. That added scale is expected to unlock meaningful efficiencies, including economies of scale across a larger asset base, and streamlined operations driven by the strong geographic overlap and shared SmartStop® Self Storage branding of the two portfolios.

“Today is a milestone day for SST VI and SSGT III stockholders, who now share ownership of a larger, stronger company,” said H. Michael Schwartz, President and Chief Executive Officer of SST VI. “This merger transforms the size and scale of our company. With 37 wholly-owned facilities and over a billion dollars in total assets, we are positioned to operate more efficiently, borrow on better terms and pursue growth from a position of strength. Because these properties were already on the SmartStop platform, the transition will be seamless for our customers, and we could not be more excited about what this combined company can achieve.”

Schwartz added, “I want to thank our broker-dealer and RIA partners, who once again trusted SmartStop to invest their clients’ capital, and the investors who placed their confidence in us. Their support made it possible to build this truly incredible portfolio, making SST VI the third REIT with more than $1 billion in assets created by our management team and its affiliates. That is a testament to the strength of our partnership and the platform we have built together.”

SSGT III stockholders received one share of SST VI Class A common stock for each SSGT III share and are expected to benefit from a distribution rate more than 20% higher following the merger.

Legacy SST VI stockholders now own approximately 59% of the combined company, legacy SSGT III stockholders approximately 38%, and other operating partnership unitholders approximately 3%.

About Strategic Storage Trust VI, Inc. (SST VI):

SST VI is a public non-traded REIT that invests in income-producing and growth self-storage facilities in the United States and Canada. As of November 2, 2026, SST VI owned 37 wholly-owned operating self-storage properties in ten states and three Canadian provinces, comprising approximately 29,400 units and 3.2 million rentable square feet, in addition to joint venture interests in six operating and two developmental properties in three Canadian provinces (British Columbia, Ontario and Quebec) one wholly-owned development property in Florida, and beneficial interests in three DST programs that own eight properties consisting of approximately 5,370 units and nearly 0.7 million net rentable square feet.

About SmartStop Self Storage REIT, Inc. (SmartStop):

SmartStop (NYSE: SMA) is a self-managed REIT with a fully integrated operations team of more than 1,000 self-storage professionals focused on growing the SmartStop® Self Storage brand. SmartStop, through its indirect subsidiary SmartStop REIT Advisors, LLC, also sponsors other self-storage programs, and through its Managed Platform offers third-party management services in the U.S. and Canada. As of November 2, 2026, SmartStop has an owned or managed portfolio of approximately 475 operating properties in 36 states, the District of Columbia, and Canada, comprising over 288,000 units and approximately 36.8 million rentable square feet. SmartStop and its affiliates own or manage 70 operating self-storage properties across five provinces in Canada, which total approximately 59,000 units and 6.0 million rentable square feet. Additional information regarding SmartStop is available at www.smartstopselfstorage.com.

Forward-Looking Statements

Statements in this press release about the expected effects and benefits of the merger, including anticipated efficiencies, economies of scale, borrowing terms and future growth, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. They are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially, including the risk that the anticipated benefits of the merger are not realized and the risk factors described in SST VI’s filings with the SEC, available at www.sec.gov. SST VI disclaims any duty to update these statements.

Investor Relations Contact:

David Corak

Senior VP of Corporate Finance and Strategy

SmartStop Self Storage REIT, Inc.

IR@smartstop.com

Media Relations Contact:

Julie Leber

Spotlight Marketing Communications

949-427-1391

Julie@spotlightmarcom.com

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