Exhibit 10.26


REGISTRATION RIGHTS AGREEMENT


This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of June     , 2007, is made and entered into by
and among Extra Space Storage Inc., a Maryland corporation (the “Company”), and certain persons listed
on Schedule 1 hereto (such persons, in their capacity as holders of
Registrable Securities, the “Holders”
and each the “Holder”).


WITNESSETH:


WHEREAS,
the operating partnership of the Company, Extra Space Storage LP, a Delaware
limited partnership (“ESS OP”), AAAAA RENT-A-SPACE, ALAMEDA, LTD., LIMITED
PARTNERSHIP, a California limited partnership, and certain other
parties (AAAAA Rent-A-Space, Alameda, Ltd., Limited Partnership and such other
parties each being hereinafter referred to as a “Contributor”
and all being hereinafter collectively referred to as “Contributors”)
have entered into a Contribution Agreement, dated as of June 15, 2007 (the “Contribution Agreement”), pursuant
to which each Contributor contributed all of such Contributor’s right, title,
and interest in certain real property to ESS OP in exchange for “Series A Preferred Units” (the “Series A Units”), as defined in the Second
Amended and Restated Agreement of Limited Partnership for Extra Space (the
“Partnership Agreement”) exchangeable, under certain circumstances, into
shares of common stock, par value $0.01 per share, of the Company (the “Common Shares”); and


WHEREAS,
pursuant to the Contribution Agreement, the Series A Units were issued by ESS
OP directly to the Holders; and


WHEREAS,
the Company desires to enter into this Agreement with the Holders in order to
grant the Holders the registration rights contained herein.


NOW,
THEREFORE, in consideration of the premises and the mutual promises and
covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


1.                                       Definitions.  As used in this Agreement, the following
terms shall have the following meanings:


“Affiliate” shall mean, when used
with reference to a specified Person, (i) any Person that directly or
indirectly through one or more intermediaries, Controls or is Controlled by or
is under common Control with the specified Person; (ii) any Person who, from time
to time, is a member of the Immediate Family of a specified Person; (iii) any
Person who, from time to time, is an officer or director or manager of a
specified Person; or (iv) any Person who, directly or indirectly, is the
beneficial owner of 50% or more of any class of equity securities or other
ownership interests of the specified Person, or of which the specified Person
is directly or indirectly the owner of 50% or more of any class of equity
securities or other ownership interests.


“Agreement” shall mean this
Registration Rights Agreement as originally executed and as amended,
supplemented or restated from time to time.


“Board”
shall mean the Board of Directors of the Company.


“Business
Day” shall mean each day other than a Saturday, a Sunday or any other
day on which banking institutions in the State of Utah are authorized or
obligated by law or executive order to be closed.


 

















 


“Common Shares”
shall have the meaning set forth in the Recitals hereof.


“Series A Units”
shall have the meaning set forth in the Recitals hereof.


“Commission”
shall mean the Securities and Exchange Commission and any successor thereto.


“Company”
shall have the meaning set forth in the introductory paragraph hereof.


“Contribution Agreement”
shall have the meaning set forth in the Recitals hereof.


“Control” (including the terms “Controlling,” “Controlled
by” and “under common Control with”)
shall mean the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a Person through the ownership
of Voting Power, by contract or otherwise.


“ESS OP”
shall have the meaning set forth in the Recitals hereof.


“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended (or any corresponding provision of
succeeding law) and the rules and regulations thereunder.


“Holder”
shall have the meaning set forth in the introductory paragraph hereof.


“Person” shall mean any individual,
partnership, corporation, limited liability company, joint venture,
association, trust, unincorporated organization or other governmental or legal
entity.


“Registrable Securities” shall mean
the Common Shares that may be acquired by the Holders in connection with the
exercise by such Holders of the redemption rights associated with the Series A
Units; provided, however, such Registrable Securities shall cease
to be Registrable Securities when (i) a registration statement with respect to
the sale of such Registrable Securities shall have become effective under the
Securities Act and all such Registrable Securities shall have been disposed of
in accordance with such registration statement, (ii) such Registrable
Securities shall have been sold in accordance with Rule 144 (or any successor
provision) under the Securities Act, (iii) such Registrable Securities become
eligible to be publicly sold without limitation as to amount or manner of sale
pursuant to Rule 144 (or any successor provision) under the Securities Act, or
(iv) such Registrable Securities have ceased to be outstanding.


“Registration Expenses” shall mean
(i) the fees and disbursements of counsel and independent public accountants
for the Company incurred in connection with the Company’s performance of or
compliance with this Agreement, including the expenses of any special audits or
“comfort” letters required by or incident to such performance and compliance,
and any premiums and other costs of policies of insurance obtained by the
Company against liabilities arising out of the sale of any securities and (ii)
all registration, filing and stock exchange fees, all fees and expenses of
complying with securities or “blue sky” laws, all fees and expenses of
custodians, transfer agents and registrars, and all printing expenses,
messenger and delivery expenses; provided, however, “Registration
Expenses” shall not include any out-of-pocket expenses of the Holders,
transfer taxes, underwriting or brokerage commissions or discounts associated
with effecting any sales of Registrable Securities that may be offered, which
expenses shall be borne by each Holder of Registrable Securities on a pro rata basis with respect to the Registrable Securities so
sold.


“Securities Act” shall mean the
Securities Act of 1933, as amended (or any successor corresponding provision of
succeeding law), and the rules and regulations thereunder.


 

















 


“Shelf Registration
Statement” shall have the meaning set forth in Section 2(a)
hereof.


“Stand-Off Period”
shall have the meaning set forth in Section 6 hereof.


“Voting Power” shall mean voting
securities or other voting interests ordinarily (and apart from rights accruing
under special circumstances) having the right to vote in the election of board
members or Persons performing substantially equivalent tasks and
responsibilities with respect to a particular entity.


2.                                       Shelf
Registrations.


(a)                                  Shelf
Registration.  The Company
agrees to use commercially reasonable efforts to file with the Commission a
registration statement under the Securities Act for the offering on a
continuous or delayed basis in the future covering resales of the Registrable
Securities (the “Shelf Registration
Statement”), such filing to be made (subject to Section 3)
on or prior to the date which is fourteen (14) days after the later of (i) the
date on which the Series A Units may be exchanged for Common Shares pursuant to
the provisions of the Contribution Agreement or (ii) such other date as may be
required by the Commission pursuant to its interpretation of applicable federal
securities laws and the rules and regulations promulgated thereunder.  The Company shall use commercially reasonable
efforts to cause such Shelf Registration Statement to be declared effective by
the Commission as soon as practicable thereafter.  The Shelf Registration Statement shall be on
an appropriate form and the registration statement and any form of prospectus
included therein (or prospectus supplement relating thereto) shall reflect the
plan of distribution or method of sale as the Holders may from time to time
notify the Company.


(b)                                 Effectiveness.  The Company shall use commercially reasonable
efforts to keep the Shelf Registration Statement continuously effective for the
period beginning on the date on which the Shelf Registration Statement is
declared effective and ending on the date that all of the Registrable
Securities registered under the Shelf Registration Statement cease to be
Registrable Securities.  During the
period that the Shelf Registration Statement is effective, the Company shall
supplement or make amendments to the Shelf Registration Statement, if required
by the Securities Act or if reasonably requested by the Holders (whether or not
required by the form on which the securities are being registered), including
to reflect any specific plan of distribution or method of sale, and shall use
commercially reasonable efforts to have such supplements and amendments
declared effective, if required, as soon as practicable after filing.


3.                                       Black-Out
Periods.


Notwithstanding anything
herein to the contrary, the Company shall have the right, exercisable from time
to time by delivery of a notice authorized by the Board, on not more than two
(2) occasions in any 12-month period, to require the Holders not to sell
pursuant to a registration statement or similar document under the Securities
Act filed pursuant to Section 2 or to suspend the effectiveness thereof
if at the time of the delivery of such notice, the Board has considered a plan
to engage no later than sixty (60) days following the date of such notice in a
firm commitment underwritten public offering or if the Board has reasonably and
in good faith determined that such registration and offering, continued
effectiveness or sale would materially interfere with any material transaction
involving the Company; provided, however, that in no event shall
the black-out period extend for more than sixty (60) days on any such
occasion.  The Company, as soon as
practicable, shall (i) give the Holders prompt written notice in the event that
the Company has suspended sales of Registrable Securities pursuant to this Section
3, (ii) give the Holders prompt written notice of the completion of such
offering or material transaction and (iii) promptly file any amendment
necessary for any registration statement or prospectus of the Holders in
connection with the completion of such event.


 

















 


Each
Holder agrees by acquisition of the Registrable Securities that upon receipt of
any notice from the Company of the happening of any event of the kind described
in this Section 3, such Holder will forthwith discontinue its
disposition of Registrable Securities pursuant to the registration statement
relating to such Registrable Securities until such Holder’s receipt of the
notice of completion of such event.


4.                                       Registration
Procedures.


(a)                                  In connection
with the filing of any registration statement as provided in this Agreement,
the Company shall use commercially reasonable efforts to, as expeditiously as
reasonably practicable:


(1)                                  prepare and
file with the Commission the requisite registration statement (including a
prospectus therein and any supplement thereto) to effect such registration and
use commercially reasonable efforts to cause such registration statement to
become effective; provided, however, that before filing such
registration statement or any amendments or supplements thereto, the Company
will furnish copies of all such documents proposed to be filed to counsel for
the sellers of Registrable Securities covered by such registration statement
and provide reasonable time for such sellers and their counsel to comment upon
such documents if so requested by a Holder;


(2)                                  prepare and
file with the Commission such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary
to maintain the effectiveness of such registration and to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during the period in which
such registration statement is required to be kept effective;


(3)                                  furnish to each
Holder of the securities being registered, without charge, such number of
conformed copies of such registration statement and of each such amendment and
supplement thereto (in each case including all exhibits other than those which
are being incorporated into such registration statement by reference), such
number of copies of the prospectus contained in such registration statements
(including each complete prospectus and any summary prospectus) and any other
prospectus filed under Rule 424 under the Securities Act in conformity with the
requirements of the Securities Act, and such other documents, as the Holders
may reasonably request;


(4)                                  register or
qualify all Registrable Securities under such other securities or “blue sky”
laws of such jurisdictions as the Holders and the underwriters of the
securities being registered, if any, shall reasonably request, to keep such
registration or qualification in effect for so long as such registration
statement remains in effect, and take any other action which may be reasonably
necessary or advisable to enable the Holders to consummate the disposition in
such jurisdiction of the securities owned by the Holders, except that the
Company shall not for any such purpose be required to qualify generally to do
business as a foreign company or to register as a broker or dealer in any
jurisdiction where it would not otherwise be required to qualify but for this Section
4(a)(4), or to consent to general service of process in any such
jurisdiction, or to be subject to any material tax obligation in any such jurisdiction
where it is not then so subject;


 

















 


(5)                                  immediately
notify the Holders at any time when the Company becomes aware that a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances under which they were made, and, at the request of the Holders,
promptly prepare and furnish to the Holders a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that,
as thereafter delivered to the purchasers of such securities, such prospectus
shall not include 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 not misleading in the light of the circumstances under which they were
made;


(6)                                  comply or
continue to comply in all material respects with the Securities Act and the
Exchange Act and with all applicable rules and regulations of the Commission
thereunder so as to enable any Holder to sell its Registrable Securities
pursuant to Rule 144 promulgated under the Securities Act, as further agreed to
in Section 7 hereof;


(7)                                  provide a
transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration
statement;


(8)                                  cooperate with
the Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any Securities
Act legend; and enable certificates for such Registrable Securities to be
issued for such number of shares and registered in such names as the Holders
may reasonably request in writing at least three (3) Business Days prior to any
sale of Registrable Securities;


(9)                                  list all
Registrable Securities covered by such registration statement on any securities
exchange or national quotation system on which any such class of securities is
then listed or quoted and cause to be satisfied all requirements and conditions
of such securities exchange or national quotation system to the listing or
quoting of such securities that are reasonably within the control of the
Company including, without limitation, registering the applicable class of
Registrable Securities under the Exchange Act, if appropriate, and using
commercially reasonable efforts to cause such registration to become effective
pursuant to the rules of the Commission;


(10)                            in connection
with any sale, transfer or other disposition by any Holder of any Registrable
Securities pursuant to Rule 144 promulgated under the Securities Act, cooperate
with such Holder to facilitate the timely preparation and delivery of
certificates representing the Registrable Securities to be sold and not bearing
any Securities Act legend, and enable certificates for such Registrable
Securities to be issued for such number of shares and registered in such names
as the Holders may reasonably request in writing at least three (3) Business
Days prior to any sale of Registrable Securities;


(11)                            notify each
Holder, promptly after it shall receive notice thereof, of the time when such
registration statement, or any post-effective amendments to the registration
statement, shall have become effective, or a supplement to any prospectus
forming part of such registration statement has been filed;


 

















 


(12)                            notify each
Holder of any request by the Commission for the amendment or supplement of such
registration statement or prospectus for additional information; and


(13)                            advise each
Holder, promptly after it shall receive notice or obtain knowledge thereof, of
(A) the issuance of any stop order, injunction or other order or requirement by
the Commission suspending the effectiveness of such registration statement or
the initiation or threatening of any proceeding for such purpose and use
commercially reasonable efforts to prevent the issuance of any stop order,
injunction or other order or requirement or to obtain its withdrawal if such
stop order, injunction or other order or requirement should be issued, (B) the
suspension of the registration of the subject shares of the Registrable
Securities in any state jurisdiction and (C) the removal of any such stop
order, injunction or other order or requirement or proceeding or the lifting of
any such suspension.


(b)                                 In connection
with the filing of any registration statement covering Registrable Securities,
each Holder shall furnish in writing to the Company such information regarding
such Holder (and any of its Affiliates), the Registrable Securities to be sold,
the intended method of distribution of such Registrable Securities and such
other information requested by the Company as is necessary or advisable for
inclusion in the registration statement relating to such offering pursuant to
the Securities Act.  Such writing shall expressly
state that it is being furnished to the Company for use in the preparation of a
registration statement, preliminary prospectus, supplementary prospectus, final
prospectus or amendment or supplement thereto, as the case may be.


Each
Holder agrees by acquisition of the Registrable Securities that (i) upon
receipt of any notice from the Company of the happening of any event of the
kind described in Section 4(a)(5), such Holder will forthwith
discontinue its disposition of Registrable Securities pursuant to the
registration statement relating to such Registrable Securities until such
Holder’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 4(a)(5); (ii) upon receipt of any notice from
the Company of the happening of any event of the kind described in clause (A)
of Section 4(a)(13), such Holder will discontinue its disposition of
Registrable Securities pursuant to such registration statement until such
Holder’s receipt of the notice described in clause (C) of Section 4(a)(13);
and (iii) upon receipt of any notice from the Company of the happening of any
event of the kind described in clause (B) of Section 4(a)(13), such
Holder will discontinue its disposition of Registrable Securities pursuant to
such registration statement in the applicable state jurisdiction(s) until such
Holder’s receipt of the notice described in clause (C) of Section 4(b).


5.                                       Indemnification.


(a)                                  Indemnification
by the Company.  The Company
agrees to indemnify and hold harmless each Holder, its partners, officers,
directors, trustees, stockholders, employees, agents and investment advisers,
and each Person, if any, who controls such Holder within the meaning of the
Securities Act or the Exchange Act, together with the partners, officers,
directors, trustees, stockholders, employees, agents and investment advisers of
such controlling person, against any losses, claims, damages, and expenses
(including, without limitation, reasonable attorneys’ fees), joint or several,
to which the Holders or any such indemnitees may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages,
liabilities and expenses (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
registration statement under which such Registrable Securities were registered
and sold under the Securities Act, including any periodic or current reports or
other filings incorporated by reference


 

















 


into
such registration statement, any preliminary prospectus, final prospectus or
summary prospectus contained therein, or any amendment or supplement thereto,
or arising out of or based upon any omission or alleged omission to state
therein 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 or any violation of the Securities Act or state securities laws
or rules thereunder by the Company relating to any action or inaction by the
Company in connection with such registration and the Company will reimburse
each Holder for any reasonable legal or any other expenses reasonably incurred
by it in connection with investigating or defending any such loss, claim,
liability, action or proceedings; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon an untrue statement or alleged statement or
omission or alleged omission made in such registration statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement in reliance upon and in conformity with written information
furnished to the Company by any Holder specifically stating that it is for use
in the preparation thereof; and provided, further, that the
Company shall not be liable to the Holders or any other Person who controls
such Holder within the meaning of the Securities Act or the Exchange Act in any
such case to the extent that any such loss, claim, damage, liability (or action
or proceeding in respect thereof) or expense arises out of such Person’s
failure to send or give a copy of the final prospectus or supplement to the
Persons asserting an untrue statement or alleged untrue statement or omission
or alleged omission at or prior to the written confirmation of the sale of
Registrable Securities to such Person if such statement or omission was
corrected in such final prospectus or supplement the filing date of which was
prior to the date of the sale of the Registrable Securities giving rise to the
Company’s indemnification obligation. 
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Holders or any such controlling
Person and shall survive the transfer of such securities by the Holders.


(b)                                 Indemnification
by the Holders.  Each Holder
agrees to indemnify and hold harmless (in the same manner and to the same
extent as set forth in Section 5(a)) the Company, each member of the
Board, each officer, employee, agent and investment adviser of the Company and
each other Person, if any, who controls any of the foregoing within the meaning
of the Securities Act or the Exchange Act, with respect to any untrue statement
or alleged untrue statement of a material fact in or omission or alleged
omission to state a material fact from such registration statement, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, if such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by
such Holder regarding such Holder giving such indemnification specifically
stating that it is for use in the preparation of such registration statement,
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement, provided, however, that the Holder shall not be liable to
the Company or any other Person if such statement or omission was corrected in
such final prospectus or supplement the filing date of which was prior to the
date of the sale of the Registrable Securities giving rise to the Holder’s
indemnification obligation.  Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company or any such Board member, officer,
employee, agent, investment adviser or controlling Person and shall survive the
transfer of such securities by any Holder. 
The obligation of a Holder to indemnify will be several and not joint
among the Holders of Registrable Securities and the liability of each such Holder
of Registrable Securities will be in proportion to and limited in all events to
the net amount received by such Holder from the sale of Registrable Securities
pursuant to such registration statement.


 

















 


(c)                                  Notices of
Claims, etc.  Promptly
after receipt by an indemnified party of notice of the commencement of any
action or proceeding involving a claim referred to in the preceding paragraphs
of this Section 5, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
latter of the commencement of such action; provided, however,
that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under the preceding
paragraphs of this Section 5, except to the extent that the indemnifying
party is actually prejudiced by such failure to give notice.  In case any such action is brought against an
indemnified party, unless in such indemnified party’s reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may
exist in respect of such claim, the indemnifying party shall be entitled to
assume the defense thereof, for itself, if applicable, together with any other
indemnified party similarly notified, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to the indemnified party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof.


(d)                                 Indemnification
Payments.  To the
extent that the indemnifying party does not assume the defense of an action
brought against the indemnified party as provided in Section 5(c), the
indemnified party (or parties if there is more than one) shall be entitled to
the reasonable legal expenses of common counsel for the indemnified party (or
parties).  In such event, however, the
indemnifying party will not be liable for any settlement effected without the
written consent of such indemnifying party, which consent shall not be
unreasonably withheld.  The
indemnification required by this Section 5 shall be made by periodic
payments of the amount thereof during the course of an investigation or
defense, as and when bills are received or expense, loss, damage or liability
is incurred.  The indemnifying party
shall not settle any claim without the consent of the indemnified party, which
consent shall not be unreasonably withheld, unless such settlement involves a
complete release of such indemnified party without any admission of liability
by the indemnified party.


(e)                                  Contribution.  If, for any reason, the foregoing indemnity
is unavailable, or is insufficient to hold harmless an indemnified party, then
the indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of the expense, loss, damage or liability, (i) in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and the indemnified party on the other
(determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission relates to information supplied
by the indemnifying party or the indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission) or (ii) if the allocation provided by
subclause (i) above is not permitted by applicable law or provides a lesser sum
to the indemnified party than the amount hereinafter calculated, in the
proportion as is appropriate to reflect not only the relative fault of the
indemnifying party and the indemnified party, but also the relative benefits
received by the indemnifying party on the one hand and the indemnified party on
the other, as well as any other relevant equitable considerations.  No indemnified party guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any indemnifying party who was not
guilty of such fraudulent misrepresentation, and the liability for contribution
of each Holder of Registrable Securities will be in proportion to and limited
in all events to the net amount received by such Holder from the sale of
Registrable Securities pursuant to such registration statement.


6.                                       Market
Stand-Off Agreement.  Each Holder
hereby agrees that it shall not, to the extent requested by the Company or an
underwriter of securities of the Company, directly or indirectly sell, offer


 

















 


to sell (including without
limitation any short sale), grant any option or otherwise transfer or dispose
of any Registrable Securities (other than to donees or partners of the Holder
who agree to be similarly bound) within seven days prior to and for up to 90
days following the effective date of a registration statement of the Company
filed under the Securities Act or the date of an underwriting agreement with
respect to an underwritten public offering of the Company’s securities (the “Stand-Off Period”); provided, however, that:


(a)                                  with respect to
the Stand-Off Period, such agreement shall not be applicable to the Registrable
Securities to be sold on the Holder’s behalf to the public in an underwritten
offering pursuant to such registration statement;


(b)                                 all executive
officers and directors of the Company then holding Common Stock of the Company
shall enter into similar agreements;


(c)                                  the Company
shall use commercially reasonable efforts to obtain similar agreements from each
5% or greater shareholder of the Company; and


(d)                                 the Holders
shall be allowed any concession or proportionate release allowed to any (i)
officer, (ii) director or (iii) other 5% or greater shareholder of the Company
that entered into similar agreements.


In
order to enforce the foregoing covenant, the Company shall have the right to
place restrictive legends on the certificates representing the Registrable
Securities subject to this Section 6 and to impose stop transfer
instructions with respect to the Registrable Securities and such other Common
Shares of each Holder (and the Common Shares or securities of every other
Person subject to the foregoing restriction) until the end of such period.


7.                                       Covenants
Relating To Rule 144.  At such
times as the Company becomes obligated to file reports in compliance with
either Section 13 or 15(d) of the Exchange Act, the Company covenants that it
will file any reports required to be filed by it under the Securities Act and
the Exchange Act and that it will take such further action as any Holder may
reasonably request, all to the extent required from time to time to enable
Holders to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by (a) Rule 144
under the Securities Act, as such rule may be amended from time to time or (b)
any similar rule or regulation hereafter adopted by the Commission.


8.                                       Miscellaneous.


(a)                                  Termination;
Survival.  The rights
of each Holder under this Agreement shall terminate upon the date that all of
the Registrable Securities held by such Holder may be sold during any
three-month period in a single transaction or series of transactions without
volume limitations under Rule 144 (or any successor provision) under the Securities
Act.  Notwithstanding the foregoing, the
obligations of the parties under Section 5 and paragraphs (d), (e) and
(g) of this Section 8 shall survive the termination of this Agreement.


(b)                                 Expenses.  All Registration Expenses incurred in
connection with any Shelf Registration under Section 2 shall be borne by
the Company, whether or not any registration statement related thereto becomes
effective.


(c)                                  Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one


 

















 


or
more such counterparts have been signed by each of the parties and delivered to
each of the other parties.


(d)                                 Applicable Law;
Jurisdiction.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Maryland.  The parties consent
to the exclusive jurisdiction of the United States District Court for the
District of Utah in connection with any civil action concerning any
controversy, dispute or claim arising out of or relating to this Agreement, or
any other agreement contemplated by, or otherwise with respect to, this
Agreement or the breach hereof, unless such court would not have subject matter
jurisdiction thereof, in which event the parties consent to the jurisdiction of
the State of Utah.  The parties hereby
waive and agree not to assert in any litigation concerning this Agreement the
doctrine of forum non conveniens.


(e)                                  Waiver Of Jury
Trial.  THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.


(f)                                    Prior
Agreement; Construction; Entire Agreement.  This Agreement, including the exhibits and
other documents referred to herein (which form a part hereof), constitutes the
entire agreement of the parties with respect to the subject matter hereof, and
supersedes all prior agreements and understandings between the parties, and all
such prior agreements and understandings are merged herein and shall not
survive the execution and delivery hereof.


(g)                                 Notices.  All notices or other communications required
or permitted to be given hereunder shall be in writing and shall be delivered
by hand or sent, postage prepaid, by registered, certified or express mail or
reputable overnight courier service or be telecopier and shall be deemed given
when so delivered by hand or, if mailed, three (3) Business Days after mailing
(one Business Day in the case of express mail or overnight courier service), addressed
as follows:


	
  If to the Holder:

  	
  To the address indicated for such Holder in Schedule
  1 hereto.

  
	
   

  	
   

  
	
  With a copy to:

  	
  Miller, Starr & Regalia

  Attn: Eugene Miller & Hans Lapping

  1331 N. California Blvd., 5th Flr.

  Walnut Creek, CA 94596

  Tel. (925) 935-9400

  Fax. (925) 933-4126

  Email. ehm@msandr.com & hl@msandr.com

  
	
   

  	
   

  
	
  And with a copy to:

  	
  Baker & McKenzie

  Attn: Richard M. Lipton

  One Prudential Plaza, Suite 3500

  130 East Randolph Drive

  Chicago, Illinois 60601

  Tel: 312-861-7590

  Fax: 312-698-2254

  Email: Richard.m.lipton@bakernet.com

  



 

















 


 


	
  If to the Company:

  	
  Extra Space Storage Inc.

  2795 E. Cottonwood Parkway, #400

  Salt Lake City, Utah 84121

  Attention: Charles Allen, Esq.

  Facsimile: 801-562-5579

  
	
   

  	
   

  
	
  With a copy to:

  	
  Extra Space Storage LLC

  Attn: David L. Rasmussen

  2795 E. Cottonwood Parkway, #400

  Salt Lake City, UT 84121

  Tel. 801-365-4473

  Fax 801-365-4947

  Email: drasmussen@extraspace.com

  



 


(h)                                 Successors and
Assigns.  This Agreement shall inure to
the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder.  The Company may assign its rights or
obligations hereunder to any successor to the Company’s business or with the
prior written consent of Holders of a majority of the then outstanding
Registrable Securities.  Notwithstanding
the foregoing, no assignee of the Company shall have any of the rights granted
under this Agreement until such assignee shall acknowledge its rights and
obligations hereunder by a signed written agreement pursuant to which such
assignee accepts such rights and obligations.


(i)                                     Headings.  Headings are included solely for convenience
of reference and if there is any conflict between headings and the text of this
Agreement, the text shall control.


(j)                                     Amendments And
Waivers.  The provisions of this
Agreement may be amended or waived at any time only by the written agreement of
the Company and the Holders of a majority of the Registrable Securities, with,
for the purposes of this Section 8(j) the holders of Series A Units being
deemed to be the holders of that number of Registrable Securities that are
issuable upon the exchange of their Series A Units.; provided, however,
that the provisions of this Agreement may not be amended or waived without the
consent of the Holders of all the Registrable Securities that are outstanding
or issuable upon the exchange of Series A Units, which are adversely affected
by such amendment or waiver if such amendment or waiver adversely affects a
portion of the Registrable Securities that are outstanding or issuable upon the
exchange of Series A Units but does not so adversely affect all of the
Registrable Securities that are outstanding or issuable upon the exchange of
Series A Units; provided, further, that the provisions of the
preceding provision may not be amended or waived except in accordance with this
sentence.  Any waiver, permit, consent or
approval of any kind or character on the part of any such Holders of any
provision or condition of this Agreement must be made in writing and shall be
effective only to the extent specifically set forth in writing.  Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each Holder of Registrable
Securities and the Company.


(k)                                  Interpretation;
Absence Of Presumption.  For
the purposes hereof, (i) words in the singular shall be held to include the
plural and vice versa and words of one gender shall be held to include the
other gender as the context requires, (ii) the terms “hereof,” “herein,” and
“herewith” and words of similar import shall, unless otherwise stated, be
construed to refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Section, paragraph or other references are to
the Sections, paragraphs, or other references to this Agreement unless
otherwise specified, (iii) the word “including” and words of similar import


 

















 


when
used in this Agreement shall mean “including, without limitation,” unless the
context otherwise requires or unless otherwise specified, (iv) the word “or”
shall not be exclusive and (v) provisions shall apply, when appropriate, to
successive events and transactions.


This
Agreement shall be construed without regard to any presumption or rule
requiring construction or interpretation against the party drafting or causing
any instruments to be drafted.


(l)                                     Severability.  If any provision of this Agreement shall be
or shall be held or deemed by a final order by a competent authority to be
invalid, inoperative or unenforceable, such circumstance shall not have the
effect of rendering any other provision or provisions herein contained invalid,
inoperative or unenforceable, but this Agreement shall be construed as if such
invalid, inoperative or unenforceable provision had never been contained herein
so as to give full force and effect to the remaining such terms and provisions.


(m)                               Specific
Performance; Other Rights.  The
parties recognize that various other rights rendered under this Agreement are
unique and, accordingly, the parties shall, in addition to such other remedies
as may be available to them at law or in equity, have the right to enforce the
rights under this Agreement by actions for injunctive relief and specific
performance.


(n)                                 Further
Assurances.  In
connection with this Agreement, as well as all transactions and covenants
contemplated by this Agreement, each party hereto agrees to execute and deliver
or cause to be executed and delivered such additional documents and instruments
and to perform or cause to be performed such additional acts as may be
necessary or appropriate to effectuate, carry out and perform all of the terms,
provisions and conditions of this Agreement and all such transactions and
covenants contemplated by this Agreement.


(o)                                 No Waiver.  The waiver of any breach of any term or
condition of this Agreement shall not operate as a waiver of any other breach
of such term or condition or of any other term or condition, nor shall any
failure to enforce any provision hereof operate as a waiver of such provision
or of any other provision hereof.


[SIGNATURE
PAGE FOLLOWS]


 

















 


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


	
  

  	
  EXTRA SPACE STORAGE INC.,

  
	
   

  	
  a Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  H. JAMES KNUPPE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BARBARA KNUPPE

  



 

















 


Schedule 1


THE HOLDERS


List of holders of the Series A Units:


	
  Name of the Holder

  	
   

  	
  Number of

  Series A Units

  Held

  	
   

  	
  Address of the Holder

  
	
  H. James Knuppe and Barbara Knuppe