EX-10.2




 Exhibit 10.2 

[FORM OF NOTE] 

SMARTSTOP OP, L.P. 

4.53% SENIOR NOTE DUE APRIL 19, 2032 

 

			
	No. [_____]	  	[Date]
	$[_______]	  	PPN 83200* AA2

 FOR VALUE RECEIVED, the undersigned, SmartStop OP, L.P.
(herein called the “Company”), a limited partnership organized and existing under the laws of the State of Delaware, hereby promises to pay to [____________], or registered assigns, the principal sum of [_____________________]
DOLLARS (or so much thereof as shall not have been prepaid) on April 19, 2032 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 4.53% per annum, as may be adjusted in accordance with Section 1.4 of the hereinafter defined Note Purchase Agreement, from the date hereof,
payable semiannually, on the 19th day of April and October in each year, commencing with the April 19 or October 19 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable,
and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any
Make-Whole Amount, at a rate per annum from time to time equal to the Default Rate (as defined in the hereinafter defined Note Purchase Agreement), payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand). 
 Payments of principal of, interest on and any Make-Whole
Amount with respect to this Note are to be made in lawful money of the United States of America at Citibank, N. A. or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below. 
 This Note is one of a series of Senior Notes (herein called the “Notes”) issued
pursuant to the Note Purchase Agreement, dated April 19, 2022 (as from time to time amended, the “Note Purchase Agreement”), among the Company, SmartStop Self Storage REIT, Inc., a Maryland corporation, and the respective
Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note
Purchase Agreement. 
 SCHEDULE 1.1A 

(to Note Purchase Agreement) 











 This Note is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will
be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to the contrary. 
 This Note is subject to optional prepayment,
in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. 
 If an
Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the
effect provided in the Note Purchase Agreement. 
 This Note shall be construed and enforced in accordance with, and the rights of the
Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit
the application of the laws of a jurisdiction other than such State. 
  

					
	SMARTSTOP OP, L.P., a Delaware limited partnership
		
	By:	 	SmartStop Self Storage REIT, Inc., a Maryland corporation, its General Partner
			
		 	By:	 	
                     
                                    

		 	Name:	 	H. Michael Schwartz
		 	Title:	 	CEO


 SCHEDULE 1.1A 

(to Note Purchase Agreement) 
  

  
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