Exhibit 10.23


CONTRIBUTION
AGREEMENT


(AAAAA RENT-A-SPACE)


between


AAAAA
RENT-A-SPACE, ALAMEDA, LTD., LIMITED PARTNERSHIP, a California limited partnership,


AAAAA
RENT-A-SPACE, ALAMEDA II, LTD. LIMITED PARTNERSHIP, a California limited partnership,


AAAAA
RENT-A-SPACE, BERKELEY I, LTD., LIMITED PARTNERSHIP, a California limited partnership,


AAAAA
RENT-A-SPACE BERKELEY II, LTD., LIMITED PARTNERSHIP, a California limited partnership,


AAAAA
RENT-A-SPACE – CASTRO VALLEY, LTD. LIMITED PARTNERSHIP, a California limited partnership,


AAAAA
RENT-A-SPACE – COLMA, LTD.  LIMITED
PARTNERSHIP, a
California limited partnership,


AAAAA
RENT-A-SPACE, HAYWARD, LTD., LIMITED PARTNERSHIP, a California limited partnership,


AAAAA
RENT-A-SPACE – MAUI,  A LIMITED
PARTNERSHIP, a Hawaiian
limited partnership,


AAAAA
RENT-A-SPACE, SAN LEANDRO, LTD., LIMITED PARTNERSHIP, a California limited partnership,


AAAAA
RENT-A-SPACE, SAN PABLO, LTD. LIMITED PARTNERSHIP, a California limited partnership,


AAAAA
RENT-A-SPACE – VALLEJO, LTD. LIMITED PARTNERSHIP, a California limited partnership


as CONTRIBUTORS,


and


EXTRA
SPACE STORAGE LP,


a Delaware limited partnership, as ACQUIROR,


Dated as of June 15, 2007


EACH
CONTRIBUTOR IS MAKING A DECISION TO INVEST IN UNITS OF LIMITED PARTNERSHIP
INTEREST IN THE ACQUIROR AND IN THE SECURITIES FOR WHICH THOSE UNITS ARE
EXCHANGEABLE (COLLECTIVELY, THE “SECURITIES”).  IN MAKING SUCH INVESTMENT DECISION, EACH
CONTRIBUTOR MUST RELY ON ITS OWN EXAMINATION OF THE ISSUERS OF THE SECURITIES
AND THE TERMS OF THE INVESTMENT, INCLUDING THE MERITS OF THE INVESTMENT AND THE
RISKS INVOLVED.  THE SECURITIES HAVE NOT
BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY.  FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  EACH CONTRIBUTOR IS AWARE THAT IT MAY BE
REQUIRED TO BEAR THE FINANCIAL RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.


 

















 


NO GENERAL SOLICITATION WILL BE CONDUCTED AND
NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM WILL OR MAY BE EMPLOYED IN
THIS OFFERING OF THE SECURITIES, EXCEPT FOR THIS DOCUMENT (INCLUDING AMENDMENTS
AND SUPPLEMENTS HERETO) AND THE DOCUMENTS SUMMARIZED HEREIN OR ENCLOSED
HEREWITH.  NO PERSON OTHER THAN THE REIT
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION IN CONNECTION
WITH THIS OFFERING NOT CONTAINED IN THIS DOCUMENT (INCLUDING AMENDMENTS AND
SUPPLEMENTS HERETO) AND THE DOCUMENTS SUMMARIZED HEREIN OR ENCLOSED HEREWITH.  SUCH OTHER INFORMATION OR REPRESENTATIONS, IF
GIVEN OR MADE, MUST NOT BE RELIED UPON.


 


 


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THIS CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered
into effective as of the 15th day of June, 2007 (hereinafter the “Effective Date”), by, between, and among those entities
identified as Contributors on the signature pages of this Agreement, (each a “Contributor”, and collectively “Contributors”)
and EXTRA SPACE STORAGE LP, a Delaware
limited partnership (“Acquiror”).


R E C I T A L S:


A.            Each of the Contributors operates and owns
either fee title to, or a leasehold estate pursuant to the Ground Leases
(hereinbelow defined) in, one or more of the self storage facilities listed on Exhibit “A” (each a “Property” and
collectively the “Properties”).  Each of the Properties is more fully
described on Exhibit “A-1” through “A-14”,  inclusive.


B.            Subject to the terms and conditions of this
Agreement, Acquiror desires to acquire and accept all of Contributors’ right,
title, and interest in and to the Properties from Contributors in their as-is,
where-is condition and Contributors are willing to contribute and convey all of
Contributors’ right, title, and interest in and to the Properties.


NOW, THEREFORE,
in consideration of and in reliance upon the terms, covenants, conditions and
representations contained in this Agreement, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Contributors and
Acquiror agree as follows:


1.             Contribution. 
Subject to, and on the terms and conditions herein set forth,
Contributors hereby agree to contribute and convey to Acquiror, and Acquiror
hereby agrees to accept, all of Contributors’ right, title, and interest in and
to the Properties.  Subject to any
provision contained herein that expressly permits the termination of this
Agreement as to a particular Property, Acquiror expressly acknowledges and
agrees that Acquiror has no right to acquire and Contributors have no
obligation to contribute and convey, less than all of the Properties, it being
the express agreement and understanding of Acquiror and Contributors that, as a
material inducement to Acquiror and Contributors to enter into this Agreement,
Acquiror has agreed to acquire and accept, and Contributors have agreed to
contribute and convey, all of the Properties in accordance with the terms and
conditions hereof.


2.             Property Description.


(a)           Subject to the provisions of this Section 2, each Property includes all
of the right, title and interest of the applicable Contributor in and to (i)
all buildings, structures, fixtures, easements, rights of way and improvements
located thereon or appurtenant thereto (collectively, the “Improvements”),
(ii) the Personal Property (hereinafter defined), (ii) the Intangible Personal
(hereinafter defined), (iii) the Leases (hereinafter defined), (iv) the
Designated Contracts (hereinafter defined), (v) the Security Deposits
(hereinafter defined) and (vi) the Ground Leases (hereinafter defined).  Notwithstanding anything to the contrary in
the preceding sentence, the term “Property” shall not include any of the
Excluded Property (hereinafter defined) with respect to any of the Properties.


(b)           For purposes of this Agreement “Personal  Property”
means, as to each Property, all fixtures, furniture, carpeting, draperies,
appliances, building supplies, equipment, machinery, inventory and other tangible
items of personal property which are owned by the Contributor of such Property
and presently affixed, attached to, placed or situated upon such Property
and/or used exclusively in connection with the ownership, operation and
occupancy of such Property.


 

















 


(c)           For purposes of this Agreement, “Intangible Property”
means, as to each Property, all assignable intangible personal property, if
any, now or through the date of Closing owned by the Contributor of such
Property and arising out of or in connection with such Contributor’s ownership
of such Property and the Personal Property, including (to the extent any such
items exist): (i) such Contributor’s rights to use all plans, specifications
and drawings relating to the Improvements located on such Property (subject to
the rights of the parties who prepared the same), (ii) transferable licenses,
permits and certificates of occupancy issued by governmental authorities
relating to the use, maintenance, occupancy and/or operation of such Property
and the Personal Property, and (iii) any presently effective and assignable
warranties and guaranties with respect to such Property.


(d)           For purposes of this Agreement, “Leases” means,
as to each Property, all leases and rental agreements (other than the Ground
Leases) now or hereafter entered into for occupancy of space within the
improvements or other portions of such Property.


(e)           For purposes of this Agreement, “Designated Contracts”
means, as to each Property, (1) those Contracts (hereinafter defined) which
Acquiror has chosen to have assigned to Acquiror at the Closing and which are
listed on Exhibit “B” attached hereto and by this
reference made a part hereof (2) those Contracts that prior to Closing are
designated in writing by Acquiror as Contracts that Acquiror chooses to have
assigned to Acquiror at Closing, and (3) any Contracts hereafter approved by
Acquiror pursuant to the provisions of Section 9(c) below.


(f)            For purposes of this Agreement, “Security Deposits” means, as to each Property, all security
deposits of tenants under Leases (“Tenants”), if
any, which as of the Closing Date have not been applied by Contributor in
accordance with the terms of the applicable Leases.


(g)           For purposes of this Agreement, “Ground Leases”
means: the Berkeley II Ground Lease, the Castro Valley Ground Lease, the
Kapolei Ground Lease, and the San Pablo Ground Lease, each as defined on Exhibit “A”.


(h)           For purposes of this Agreement, “Excluded Property” means: (i) any bank accounts of any
Contributor, (ii) any motor vehicles or aircraft owned by any Contributor,
(iii) any business forms, employee training manuals, proprietary Contributor
software and other intellectual property owned and used by any of the
Contributors in the operation of a self storage business at any of the Properties,
(iv) except as provided in Section 24 below, the right to use the name “AAAAA
Rent-A-Space”, (v) any operating accounts, replacement or reserve accounts or
other accounts maintained by or on behalf of any Contributor or such
Contributor’s affiliates with respect to the Properties, excepting however,
reserve accounts under the Third Party Loans that are assumed by Acquiror,
which reserve accounts shall be assigned by Contributor to Acquiror at closing
of the applicable Property; (vi) any refundable cash or other security deposits
or any bonds posted by or on behalf of any Contributor with any governmental
authorities, utilities or other parties, other than those for which an
adjustment is made pursuant to Section 8 below; (vii) subject to any obligation
of any Contributor to remit such refunds to Tenants, any refunds of real estate
taxes and assessments, personal property taxes and similar payments
attributable to the period prior to the applicable Closing (provided, however,
any refunds for the fiscal tax year in which the Closing occurs shall be
prorated in accordance with Section 8 below); (viii) subject to Section 10
below, any claims under any Contributor’s insurance policies; (ix) any
agreement between a Contributor and such Contributor’s on-site property
manager; and (x) any loans or other securities (as defined in the Investment
Company Act of 1940) owned by any Contributor.


 


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3.             Contribution Consideration; Series A Participating Redeemable Preferred
Units; Other Agreements.


(a)           General.  Acquiror’s sole general
partner is ESS Holdings Business Trust I, a Massachusetts business trust (the “General Partner”) and a wholly owned subsidiary of Extra
Space Storage Inc., a Maryland corporation (the “REIT”).  The REIT is a real estate investment trust
whose common stock, par value $0.01 per share (the “Stock”)
is traded on the New York Stock Exchange (the “NYSE”).


(b)           Contribution Consideration.  The
aggregate consideration to be delivered to Contributors by Acquiror for the
Properties (the “Contribution Consideration”) shall
consist of that number (the “Total Series A Preferred
Unit Amount”) of Series A Preferred Units (as defined in the Amended
and Restated Partnership Agreement) that is equal to the number of OP Units (as
defined in the Amended and Restated Partnership Agreement) having an aggregate
value (based upon each OP Unit having a value which is equal to the average
closing price of the Stock on the NYSE for the ten (10) consecutive trading days
ending on the second trading day immediately preceding the Closing Date (as
defined below)) that equals the aggregate of the following items:  (a) One Hundred Fifty Million Two Hundred
Thousand and No/100 Dollars ($150,200,000.00) (the “Gross Dollar
Value”); minus (b) the outstanding balance of the Third Party
Loans (hereinafter defined) (including unpaid principal and interest and
related charges and other fees and expenses owing with respect to the Third
Party Loans) as of the Proration Date (as defined below), but specifically not
including any prepayment fees or prepayment penalties payable with respect to
the any of the Third Party Loans; minus (c) One Hundred Fifteen Million
and No/100 Dollars ($115,000,000.00). 
The parties agree that the fair market value of the total Series A
Preferred Units is equal to the Gross Dollar Value minus the outstanding
balance of the Third Party Loans (the “Net Value”).  The
parties further agree that each Series A Preferred Unit shall have a
liquidation preference equal to the sum of (x) One Hundred Fifteen Million and
No/100 Dollars ($115,000,000.00) divided by the total number of Series A
Preferred Units issued to Contributors, plus (y) the value of an OP Unit at the
time of liquidation.  As used herein, the
term “Third Party Loans” shall mean all of
the loans identified on Exhibit “D” attached hereto and by this reference made a part
hereof.  Each Property that is security
for a Third Party Loan is hereinafter referred to as a “Third Party
Loan Property” and all of the Properties that are security for a
Third Party Loan are hereinafter collectively referred to as the “Third Party Loan Properties”.  Subject to the provisions of Section 3(d)
below, Acquiror shall, at the Closing, pay in full the outstanding balance owing
with respect to each of the Third Party Loans other than the “Hayward Loan” and the “San Leandro Loan”
(each, as defined on Exhibit “D”). 
Subject to the provisions of Section 3(e) below, Acquiror shall, at the
Closing, assume the Hayward Loan and the San Leandro Loan.


(c)           Allocation of Contribution Consideration.  The
number of Series A Preferred Units that shall be distributed to each
Contributor (the “Allocated Contribution
Consideration”) shall be equal to the product (rounded to the
nearest whole number so that the sum of all Series A Preferred Units
distributed to all Contributors pursuant to this Agreement is equal to the
Total Series A Preferred Unit Amount) of the Total Series A Preferred Unit
Amount multiplied by a fraction the numerator of which is such Contributor’s
Allocated Share of the Net Value (hereinafter defined) and the denominator of
which is the total Net Value.  As used
herein, the term “Allocated Share of the Net
Value” shall mean as to each Contributor the shall mean the portion
of the Net Value allocated to such Contributor’s Property on Exhibit “C” attached hereto and by this reference made a
part hereof.


 


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(d)           Payment of Certain Third Party Loans.  With
the exception of the Hayward Loan (as defined on Exhibit “D”) and the San
Leandro Loan (defined on Exhibit “D”), Acquiror shall, at the Closing, pay in
full the aggregate outstanding balance of the all of the Third Party Loans
(each individually a “Prepaid Loan”
and collectively the “Prepaid Loans”),
including unpaid principal and interest and any related charges and other fees
and expenses and any prepayment fees or prepayment penalties payable with
respect to the Prepaid Loans; provided, however, that any prepayment fees or
prepayment penalties payable with respect to the prepayment of a Prepaid Loan
shall not reduce the amount of the Gross Dollar Value for purposes of
determining the Net Value pursuant to Section 3(b) above.


(e)           Assumption of Hayward Loan and San Leandro
Loan.  The obligations of Contributors and Acquiror
under this Agreement shall be subject to the following:


(1)           Each Third Party Lender  and each loan
servicer of either the Hayward Loan or the San Leandro Loan (each hereinafter a
“Assumption Loan” and collectively the “Assumption Loans”) consenting to the transaction which is
the subject of this Agreement and Acquiror’s assumption of the Assumption
Loans, all on terms that are reasonably acceptable to Acquiror (the “Lender Conditions”). 
Contributors have informed Acquiror that KN Productions, Inc.
(hereinafter the “Contributor Guarantor”)
has executed separate Indemnity and Guaranty Agreements with respect to each of
the Assumption Loans and that each Third Party Lender of the Assumption Loans
may require Acquiror to provide a financially responsible person to provide a
similar guaranty and indemnity with respect to such Third Party Lender’s
Assumption Loan (hereinafter a “Replacement Guarantor”).  Acquiror agrees to offer a Replacement
Guarantor who shall, in Acquiror’s reasonable determination, satisfy the
financial conditions required to be maintained by the applicable Contributor
Guarantor pursuant to the Third Party Loan Documents (hereinafter defined) for
each Assumption Loan, including, but not limited to, any guarantees of each
Assumption Loan; provided, however, that the parties acknowledge that Acquiror
may, at Acquiror’s option, require that the assumption and/or guaranties of the
Assumption Loans be provided by, one or more affiliates of Acquiror who satisfy
the foregoing criteria.  In the event
that the Third Party Loan Documents for the Assumption Loans do not specify
financial conditions required to be maintained by the applicable Contributor
Guarantor, then, in the event so required by the applicable Third Party Lender,
Acquiror agrees to offer a Replacement Guarantor who shall have a minimum net
worth of at least $100,000,000.00. 
Notwithstanding the foregoing, in no event shall Acquiror be required to
approve any Lender Conditions which require Acquiror or any affiliate of
Acquiror to execute any guaranties or to incur any obligations with respect to
an Assumption Loan which are materially more onerous or burdensome than the
guaranties and/or obligations undertaken by the applicable Contributor or such
Contributor’s affiliates (including, but not limited to, the Contributor
Guarantor) under the applicable Third Party Loan Documents for such Assumption
Loan.


(2)           Promptly after the Effective Date, Acquiror
and Contributors shall apply to each Third Party Lender and servicer of the
Assumption Loans for such Third Party Lender and servicer’s consent to the
transaction which is the subject of this Agreement and Acquiror’s assumption of
each of the Assumption Loans in accordance with Lender Conditions that area reasonably
acceptable to Acquiror.  Contributors and
Acquiror each agree to use commercially reasonable efforts to cooperate with
each other and with each such Third Party Lender and servicer in seeking such
approval and consent and in responding to the reasonable requests of such Third
Party Lender and/or servicer. 
Notwithstanding anything to the contrary contained herein, provided that
Contributors 


 


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and Acquiror shall have
satisfied their respective obligations under this Section, the failure of a
Third Party Lender to approve the assignment and assumption of an Assumption
Loan by the Closing Date shall not constitute a default by either Contributor
or Acquiror.


(3)           Notwithstanding anything to the contrary in this Agreement, if at the
Closing Date, any Third Party Lender and/or the servicer of either of the
Assumption Loans has not consented to the transaction which is the subject of
this Agreement and to Acquiror’s assumption of such Loan in accordance with
Lender Conditions that are reasonably acceptable to Acquiror, the following
provisions of this Section 3(e)(3) shall apply:


(A)          Acquiror may, by written notice to Contributors given at or prior to
the Closing Date or at any time after the giving of a notice pursuant to
Section 3(e)(3)(B) below with respect to such Assumption Loan, elect to waive
the condition that such Third Party Lender and servicer consent to the
transaction which is the subject of this Agreement and to Acquiror’s assumption
of such Assumption Loan and proceed to Closing, in which event, the provisions
of Section 13(c) below shall apply to such Loan, or


(B)           Acquiror may, by written notice to Contributors given at or prior to
the Closing, elect to proceed to the Closing with respect to all of the
Properties other than one or more of the Third Party Loan Properties securing
an Assumption Loan with respect to which Acquiror has not received such consent
(with an appropriate reduction in the Gross Dollar Value for purposes of
determining the Total Series A Preferred Unit Amount), in which event, Acquiror
and Contributor shall continue to seek the consent of such Third Party Lender
and/or the servicer of such Third Party Lender’s Assumption Loan to the
transaction which is the subject of this Agreement and Acquiror’s assumption of
such Assumption Loan in accordance with the provisions of Section 3(e)(2) above
and the provisions of Sections 3(e)(4) and 8(g) shall apply to the Third Party
Loan Property which secures such Assumption Loan.


If at the Closing Date the Third Party
Lenders and/or the servicers of both Assumption Loans have not consented to the
transaction which is the subject of this Agreement and Acquiror’s assumption of
such Assumption Loans, Acquiror may, in Acquiror’s sole discretion, make a
different election with respect to each Assumption Loan.


(4)           As to each Assumption Loan with respect to
which Acquiror has made an election pursuant to Section 3(e)(3)(B) above, upon
the applicable Third Party Lender’s approval of Acquiror’s assumption of such
Assumption Loan in accordance with Lender Conditions which are reasonably
acceptable to Acquiror, Contributor and Acquiror agree to execute such
documentation as may be reasonably required by Third Party Lender pursuant to
and in accordance with the terms of the Third Party Loan Documents and such
Lender Conditions and to take all other steps reasonably necessary to promptly
Close the loan assumption and Acquiror’s acquisition of the Third Party Loan
Property which secures such Assumption Loan as soon as reasonably possible, but
in no event later than the tenth (10th) business day after the Lender shall
have approved such loan assumption, the completion of which shall include such
Third Party Lender’s release of Contributor and each Contributor Guarantor from
future liability with respect to the Assumption Loan.


 


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(5)           If Acquiror initially makes an election pursuant to Section 3(e)(3)(B)
above with respect to an Assumption Loan and thereafter makes an election
pursuant to Section 3(e)(3)(A) above with respect to such Assumption Loan, the
Closing with respect to Acquiror’s acquisition of the Third Party Loan Property
that secures such Assumption Loan shall occur as soon as reasonably possible after
the date on which Acquiror gives Contributors written notice of Acquiror’s
election pursuant to Section 3(e)(3)(A) above with respect to such Assumption
Loan, but in no event later than ten (10) business days after the giving of
such written notice.


(6)           Concurrently with the Closing of the assumption of each Assumption Loan
and provided the applicable Third Party Lender shall agree, all reserve
accounts maintained by such Third Party Lender on behalf of Contributor in
connection with the Assumption Loan, if any, shall be assigned by the
applicable Contributor to Acquiror at the Closing of the applicable Third Party
Loan Property and such Contributor shall receive a credit at Closing equal the
amounts so assigned.  If the applicable
Third Party Lender shall not agree to the assignment and assumption of existing
reserves at Closing as aforesaid, such Contributor shall not receive a credit
therefore at Closing, and, if required by such Third Party Lender, Acquiror
shall establish replacement reserves in the amounts required by the Third Party
Lender, and Acquiror shall upon such Contributor’s request, reasonably
cooperate with such Contributor’s efforts to recover such Contributor reserves
from such Lender.


(7)           Acquiror shall be responsible for and pay all fees, costs, expenses,
and other charges charged by any Third Party Lender with respect to its
consenting to the transaction which is the subject of this Agreement and the
assumption of any Assumption Loan in accordance with the provisions of this
Section 3(e) including, without limitation, any loan assumption fees.


(f)            Issuance of Series A Preferred Units.  The
Series A Preferred Units shall be issued and delivered to Contributors at
Closing.  Subject to the terms and
conditions contained in the Amended and Restated Partnership Agreement
(hereinafter defined), the Series A Preferred Units shall be redeemable for
cash or exchangeable for shares (“Conversion Shares”)
of the Stock; provided, however, that notwithstanding anything to the contrary
in either the Amended and Restated Partnership Agreement or this Agreement, the
REIT shall not exchange, in the aggregate with respect to all such exchanges,
more than 25,000,000 Conversion Shares with respect to the redemption of either
some or all of the Series A Preferred Units. 
Anything in the Amended and Restated Partnership Agreement to the
contrary notwithstanding, Acquiror agrees that so long as the Series A
Preferred Units remain issued and outstanding, Acquiror shall not (i) authorize
or issue any securities in Acquiror having any preference as to or on a parity
with the dividend or redemption rights, liquidation preferences, conversion
rights, voting rights or any other rights or privileges of the Series A
Preferred Units, (ii) reclassify any partnership interests into interests
having any preference as to or on a parity with the dividend or redemption
rights, liquidation preferences, conversion rights, voting rights or any other
rights or privileges of the Series A Preferred Units, (iii) authorize or issue
any debt which is convertible into or exchangeable for, partnership interests
in Acquiror having any preference as to or on parity with the dividend or
redemption rights, liquidation preferences, conversion rights, voting rights or
any other rights or privileges of the Series A Preferred Units, or (iv) amend
or repeal any provision of, or add any provision to the Amended and Restated
Partnership Agreement if such actions would alter or change the preferences,
rights, privileges or restrictions provided for the benefit of the Series A
Preferred Units.


 


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(g)           Transfer Restrictions.


(1)           By executing and delivering this Agreement, each Contributor agrees
that such Contributor may only sell, transfer, assign, pledge or encumber, or
otherwise convey any or all of the Series A Preferred Units issued and
delivered to such Contributor in connection with this transaction (any of the
foregoing, a “Transfer”) in strict compliance
with this Agreement, the Amended and Restated Partnership Agreement, the
charter documents of the REIT and the registration and other provisions of the
Securities Act of 1933, as amended (and the rules and regulations promulgated
thereunder (the “Securities Act”)), any state
securities laws, the rules of the NYSE, in each case as may be applicable
(collectively, the “Transfer Requirements”).  In addition, without the consent of the
General Partner which may be given or withheld in its sole and absolute
discretion, no Contributor nor any successor shall be permitted to Transfer
such Contributor’s (or successor’s) Series A Preferred Units, or take any
action, which would cause the Series A Preferred Units issued pursuant to this
Agreement to such Contributor to be directly or indirectly owned by more than one
partner as determined for purposes of Treasury Regulation Section
1.7704-1(h)(1)(ii), but without regard to Treasury Regulation Section
1.7704-1(h)(3)(ii).  Notwithstanding the
foregoing, at all times after the date which is two years following the contribution
of the Properties to Acquiror, the Contributors agree that all of the Series A
Preferred Units will be held, in the aggregate, by not more than six partners
(determined as described in the prior sentence).


(2)           Permitted Transfers. 
Provided that Big Sky Limited Liability Company, a Wyoming limited
liability company (“BSLLC”) and H.
James Knuppe and Barbara Knuppe, as Trustees of the RAS I International Trust,
a Cook Island international trust (“RAS”) each (A)
agree to assume and be bound by the provisions of Sections 3(g)(1) and 3(i) of
this Agreement and the provisions of the Amended and Restated Partnership
Agreement with respect to the Series A Preferred Units, and (B) execute and
deliver to Acquiror an Accredited Investor Questionnaire (in the form attached
hereto as Exhibit “K”), the parties agree and
understand that immediately after receipt of the Series A Preferred Units, each
Contributor shall transfer the Series A Preferred Units received by such
Contributor to BSLLC which in turn, shall transfer such Series A Preferred
Units to RAS, and after such transfers, BSLLC and RAS shall, with respect to
the Series A Preferred A Units, be treated as “Contributors” under this
Agreement.  Furthermore, subject to Section
3(g)(1) above and Section 3(i) below, but notwithstanding anything to the
contrary in Section 11.3A of the Amended and Restated Partnership Agreement,
Acquiror agrees to not unreasonably withhold or delay its consent with respect
to any Transfer of Series A Preferred Units by a Contributor for estate
planning objectives, including the assignment, sale, transfer or conveyance of
Series A Preferred Units (Y) to parents, spouses, siblings, descendants, and/or
ancestors of any individuals who own and control such Contributor, and (Z) to
trusts, family trusts, partnerships, limited liability companies, family
limited partnerships or other entities established for estate planning purposes
by any individuals who own and control such Contributor.


(h)           Registration Rights.  At
Closing, the Acquiror shall cause the REIT to enter into a Registration Rights
Agreement (the “Registration Rights Agreement”)
substantially in the form of Exhibit “E”
attached hereto, pursuant to which the REIT shall agree to register the resale
of Conversion Shares.


 


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(i)            Lock-Up Period.  By
executing and delivering this Agreement, each Contributor agrees that until the
close of the period immediately following the Closing Date and ending on
September 1, 2008 (the “Lock-Up Period”)
such Contributor shall not have the right to require Acquiror to redeem any
Series A Preferred Unit held by Contributor under the Amended and Restated
Partnership Agreement.  If any
Contributor transfers any Series A Preferred Unit or any interest therein, such
Series A Preferred Unit shall remain subject to this Section 3(i) and, as a
condition to the validity of such disposition and in addition to any other
Transfer Requirements, the transferee of such Series A Preferred Unit or
interest therein shall be required to assume, in a form acceptable to Acquiror,
the obligations of this Section 3(i) with respect to such Series A Preferred
Unit.  Thereafter, such transferee shall,
for purposes of this Section 3(i), be a Contributor.  Notwithstanding the foregoing, prior to the
expiration of the Lock-Up Period, Contributors may (in each case, in strict
compliance with the Transfer Requirements) pledge or encumber (to or for the
benefit of a lender, which, in addition to banks, shall include, without
limitation, Acquiror, the REIT, securities firms, broker/dealers and other
entities engaged in the business of commercial lending) all or any portion of
the Series A Preferred Units.  Acquiror
agrees to review each request by Contributors that Acquiror consent to Contributors’
pledging or encumbering Contributors’ Series A Preferred Units on a case by
case basis; provided, however, that such consent shall not be unreasonably
denied.


(j)            Alternative Redemption Rights.  At
any time in which Contributors are entitled to require Acquiror to redeem the
Series A Preferred Units, Acquiror will consider, in good faith, proposals made
from time to time by all of the Contributors, acting as a group, to redeem all
of the Series A Preferred Units issued pursuant to this Agreement with property
designated by the Contributors making such proposal (an “Alternative
Redemption”).  Such proposals
may include a statement that such Alternative Redemption is intended to be  part of a series of transactions (potentially
including a cash redemption pursuant to Section 16.4 of the Amended and
Restated Partnership Agreement) pursuant to which all of Contributors’ Series A
Preferred Units shall be completely redeemed. 
Acquiror shall not unreasonably withhold its acceptance of a proposal
for an Alternative Redemption that meets the criteria set forth in this Section
3(j) and that does not, in Acquiror’s reasonable judgment, expose Acquiror, any
of Acquiror’s partners or the REIT to a risk of liability or damage, or of a
penalty or other exposure for noncompliance with law.  Each such proposal for an Alternative
Redemption shall be accompanied by an opinion of reputable tax counsel (which
may be Baker & McKenzie LLP), in form and substance reasonably satisfactory
to Acquiror, which opinion (A) at the election of Acquiror, shall state that
Acquiror shall be entitled to rely on such opinion, and (B) shall be
reconfirmed at the closing of the Alternative Redemption that, under then
applicable law, the proposed Alternative Redemption should result in the
redeeming Contributors receiving for federal income tax purposes a tax basis in
the property to be received by the Contributors pursuant to the proposed
Alternative Redemption that is determined under Section 732(a) or (b) of the
Code, as applicable, and specifying which such Section applies.  Acquiror may allow additional Alternative
Redemptions in its absolute discretion. 
Alternative Redemptions will be required to meet the following
requirements:


(1)           In all events, neither Acquiror nor any of its affiliates will assume
or be required to bear, directly or indirectly, any costs of expenses or any
environmental, tax, legal, economic or reporting risks or liabilities beyond
those which would inhere in a redemption of Series A Preferred Units for cash
in accordance with the Amended and Restated Partnership Agreement.


(2)           Neither the Acquiror nor any of its
affiliates will make any representations or warranties regarding the properties
so acquired, tax treatment, etc.


 


8

















 


(k)           Further Assurances.  Each
party hereto will execute such further documents and take such further actions
as may be reasonably requested by the other to consummate the transactions
consummated hereby, to vest the Acquiror with full right, title and interest in
and to the Property or to effect the other purposes of this Agreement.


(l)            Treatment as Contribution.  It
is the intent of the parties to this Agreement that the contribution, transfer,
conveyance and assignment effectuated pursuant to this Agreement for the
Contribution Consideration shall constitute a “Capital
Contribution” to the Acquiror and is intended to be governed by
Section 721(a) of the United States Internal Revenue Code of 1986, as amended
(the “Code”), and that such transfer shall
not be treated as a sale, or a disguised sale under Section 707(a)(2)(B) of the
Code, by either party.  Contributors and
Acquiror hereby consent to such treatment. 
Acquiror and the Contributor agree to file income tax returns treating
such transaction as a non-taxable contribution under Section 721(a) of the
Code.  It is the intent of the parties
that Contributors’ share of the non-recourse liabilities of Acquiror shall be
determined in accordance with the provisions of Section 1.752-3 of the Treasury
Regulations, as amended from time to time.


(m)          Survival of Obligations.  The
parties agree that the obligations of the parties pursuant to Sections 3(f),
3(g), 3(h), 3(i), 3(j), 3(k) and 3(l) shall survive the Closing and the
delivery of the Deeds and the other documents contemplated by this Agreement.


4.             Earnest Money Deposit.


(a)           Deposit of Earnest Money. 
Concurrently with the execution of this Agreement by Acquiror and
Contributors, Acquiror shall deposit with Chicago Title Insurance Company,
National Office, at 171 N. Clark Street, 3rd Floor, Chicago, IL 60601, Attention: Ronald K.
Szopa, as the “Escrow Agent” and “Title Company,” an earnest money deposit in cash in the
amount of FOURTEEN MILLION NINE HUNDRED THOUSAND AND NO/100 DOLLARS
($14,900,000.00) (“Earnest Money Deposit”).  Except as specifically set forth in this
Agreement, the Earnest Money Deposit shall be non-refundable.


(b)           Investment of Earnest Money Deposit.  Upon
receipt, Escrow Agent shall deposit the Earnest Money Deposit into an interest
bearing money market account maintained at a bank customarily used by Escrow
Agent for such purposes.  All interest
earned on the Earnest Money Deposit while held by Escrow Agent shall be added
to and increase the amount of Earnest Money Deposit and shall be reported to
the Internal Revenue Service as income of Acquiror.  Acquiror and Contributors agree to provide
Escrow Agent with their respective tax identification numbers upon execution of
this Agreement and Acquiror and Contributors shall promptly execute all forms
reasonably requested by Escrow Agent in connection with depositing the Earnest
Money Deposit in an interest-bearing account as provided above.


(c)           Release of Earnest Money Deposit at Closing.  Upon
the Closing of Acquiror’s acquisition of each Property in accordance with this
Agreement, a portion of the Earnest Money Deposit shall be released and
delivered to Acquiror, with such portion of the Earnest Money Deposit being
determined in accordance with the following provisions of this Section 4(c):


(1)           With respect to the Closing for each of the
Properties other than the last three (3) Properties to Close, the portion of
the Earnest Money Deposit to be released to Acquiror with respect to each such
Property shall be equal to the product of $7,400,000.00 multiplied by a
fraction the numerator of which is the Allocated Contribution Consideration for
such Property and the denominator of which is the aggregate Allocated
Contribution Consideration for all of the Properties.


 


9

















 


(2)           $2,500,000.00 of the Earnest Money Deposit shall be released and
delivered to Acquiror upon the Closing of each of the last three (3) Properties
to Close; provided, however, that at the Closing of the last Property, the
entire remaining balance of the Earnest Money Deposit (including interest)
shall be released and delivered to Acquiror.


Except for a release of all or any portion of
the Earnest Money Deposit to Acquiror as provided above in this Section 4(c),
if either Acquiror or any Contributor makes a written demand upon Escrow Agent
for payment of the Earnest Money Deposit (or a portion thereof), Escrow Agent
shall give written notice to the other parties of such demand.  If Escrow Agent does not receive a written
objection from any other party to the proposed payment of the Earnest Money
Deposit (or a portion thereof) within three (3) business days after that
party’s receipt of such notice, Escrow Agent shall make the payment of the
Earnest Money Deposit (or a portion thereof) pursuant to the demand.  If Escrow Agent does receive such written
objection within such three (3) business day period, Escrow Agent shall
continue to hold the Earnest Money Deposit (or a portion thereof) as provided
in Section 4(b) until otherwise directed by joint written instructions from
Acquiror and Contributors or a final, non-appealable judgment of a court of
competent jurisdiction.  However, Escrow
Agent shall have the right to deposit the Earnest Money Deposit with the clerk
of the Superior Court of Alameda County, California.  If Escrow Agent so deposits the Earnest Money
Deposit with the clerk of the court, Escrow Agent shall give written notice
thereof to Contributors and Acquiror and, upon such deposit and notice, Escrow
Agent shall be relieved and discharged of all further obligations hereunder.


5.             Items from Contributors.


(a)           Documents.  Acquiror acknowledges that
each Contributor has, with respect to each Property owned by such Contributor,
made available to Acquiror at such Contributor’s principal place of business
all of the following (collectively, the “Documents”), to
the extent that they exist and are within the control of any of the
Contributors or any of their respective affiliates, employees or agents and to
the extent the same do not constitute Excluded Documents, as defined below:


(1)           All inspections, studies, assessments, reports, audits, and surveys
affecting or relating to such Property, including, but not limited to, all
title reports, title policies, land surveys, environmental, mechanical,
electrical, structural, soils, and similar reports, assessments, and/or audits,
traffic studies, and appraisals. (Acquiror acknowledges that a substantial
number of such title reports, surveys, engineering reports and environmental
reports have already been received).


(2)           All site plans, as-built plans, drawings, environmental, mechanical,
electrical, structural, soils, and similar plans and specifications relating to
such Property.


(3)           All certificates, inspections, permits, compliance letters, and
certificates of occupancy relating to such Property or such Contributor’s
business on such Property.


(4)           A rent roll for such Property (each
hereinafter a “Rent Roll ) together with a copy
of the standard form of lease agreement, amendments, and side agreements and
tenant insurance sales materials used in connection with the operation of such
Property, and a true and correct copy of each non-self storage lease affecting
such Property.


 


10

















 


(5)           A list of all real estate contracts, including service contracts,
license agreements, warranties, management, maintenance, leasing commission or
other agreements affecting such Property, if any, together with copies of the
same.  The contracts which are included
on the lists delivered to Acquiror pursuant to this Section 5(a)(5) are
hereinafter collectively referred to as the “Contracts”.


(6)           Copies of all real and personal property tax statements relating to
such Property, or any part thereof, for each of the two years prior to the
current year and, if available, for the current year.


(7)           A schedule of all litigation affecting such Property or such
Contributor during the past twelve (12) months, together with a “loss run” of
all claims submitted to the Contributor’s insurance carriers for the past five
(5) years.


(8)           Copies of financial statements for such Property for 2004, 2005, 2006
and year to date 2007, together with copies of monthly delinquency
reports, unit mix/occupancy statistics report, monthly management reports,
non-rented unit reports ( collectively the “Financial
Reports”).  Prior to the
Closing, each Contributor shall provide Acquiror with monthly updates to
Contributor’s Financial Reports within five (5) business days after the end of
each month.


(9)           Copies of the organizational documents for
such Contributor.


(10)         Copies of all the documents evidencing and or securing each Third Party
Loan, including, but not limited to, any guarantees of each Third Party Loan
(hereinafter collectively the “Third Party Loan Documents”).


(11)         Copies of all Ground Lease agreements and
amendments.


(b)           Excluded Documents.  As
used herein, “Excluded Documents” shall mean (i)
any purchase and escrow agreements and correspondence pertaining to
Contributor’s acquisition of the Property, (ii) any agreements and/or letters
of intent pertaining to the potential acquisition of the Property by any past
or prospective purchasers, (iii) any third party purchase inquiries and
correspondence, appraisals or economic evaluations of the Property, (iv) any
personnel records and files maintained by or on behalf of Contributor with
respect to individuals, if any, employed at or in connection with a Property
which Contributor is obligated by law to keep confidential, and (v) any
documents or materials which are subject to the attorney/client privilege or
which are the subject of a confidentiality obligation.


(c)           Return of Documents.  As
to each Property, at such time as this Agreement is terminated for any reason,
Acquiror shall return to Contributors the copies and/or originals of all of the
Documents delivered or made available to Acquiror by or on behalf of any
Contributor with respect to such Property.


(d)           No Representations. 
Acquiror acknowledges that with the exception of the Documents described
in Sections 5(a)(4), 5(a)(5), 5(a)(7), 5(a)(8), 5(a)(9), 5(a)(10), and
5(a)(11), many of the Documents were prepared by third parties other than
Contributors, and in some instances, may have been prepared prior to
Contributors’ ownership of the Properties. 
Acquiror 


 


11

















 


further acknowledges and
agrees that, except as expressly set forth in Section 14 below (1) neither
Contributors nor any of Contributors’ respective agents, employees or
contractors has made any warranty or representation regarding the truth,
accuracy or completeness of the Documents or the source(s), and (2)
Contributors have not undertaken any independent investigation as to the truth,
accuracy or completeness of the Documents and Contributors are providing the
Documents or making the Documents available to Acquiror solely as an
accommodation to Acquiror.  To the extent
such Documents exist and are in the possession or reasonable control of any of
the Contributors or any of their respective affiliates, employees or agents,
Contributors warrant that the Documents described in Sections 5(a)(4), 5(a)(5),
5(a)(7), 5(a)(8), 5(a)(9), 5(a)(10), and 5(a)(11) are true and accurate in all
material respects and, to the extent such documents do not exist or are not
within the reasonable control of any of the Contributors or any of their
respective affiliates, employees or agents, Contributors agree to provide
reasonable cooperation with Acquiror to provide Acquiror with access to such
Documents.


(e)           Survival of Obligations.  The
obligations of Section 5(c) shall survive any termination of this
Agreement.  In addition to any other
remedies available to Contributors, Contributors shall have the right to seek
equitable relief (including specific performance and injunctive relief) against
Acquiror and Acquiror’s representatives to enforce the provisions of Section
5(c).


6.             Rule 3-14 Audit. 
Contributors acknowledge that under Rule 3-14 of Regulation S-X,
Acquiror is required to obtain certain information in connection with reports
Acquiror is required to file with the Securities and Exchange Commission.  Accordingly, provided that Acquiror provides
a certificate executed by an executive officer of Acquiror that Acquiror is
obligated to complete a Rule 3-14 Audit (hereinbelow defined) Contributors
agree to (a) allow Acquiror and Acquiror’s representatives, at Acquiror’s sole
cost and expense, to perform an audit of Contributors’ respective operations at
the Properties to the extent required under Rule 3-14 of Regulation S-X
(hereinafter a “Rule 3-14 Audit”), and (b) make
available to Acquiror and Acquiror’s representatives for inspection and audit
at Contributors’ respective offices all of Contributors’ books and records
reasonably requested by Acquiror for the full calendar year 2005 and the full
calendar year 2006 and relating to the operations of each Contributor on the
Properties, including, but not limited to, income, expense, occupancy, and
other financial and occupancy information relating to the Properties.  In connection with the foregoing, Acquiror
shall give Contributors no less than ten (10) business days’ prior written
notice of Acquiror’s plans to inspect and audit such books and records.  Contributors acknowledge that Rule 3-14 may
require Acquiror to perform a Rule 3-14 Audit both after the expiration of the
Due Diligence Period and after the Closing and Contributors agree that
Contributors’ respective obligations under this Section 6 shall survive the
Closing and delivery of documents contemplated by this Agreement.  Any Rule 3-14 Audit shall be completed as
soon as reasonably possible and Acquiror and Acquiror’s representatives shall
use commercially reasonable best efforts not to interfere with Contributors’
ability to conduct its business.  Copies
of all Rule 3-14 Audits shall be promptly provided to each Contributor at no
cost to Contributor.  Acquiror expressly
acknowledges and agrees that all Rule 3-14 Audits, together with the books and
records made available to Acquiror in connection therewith, shall be subject to
the terms and conditions of Section 26 below.


7.             Title Insurance Policies.  At Closing, Acquiror’s title
to each of the Properties shall be evidenced by an extended coverage title
insurance policy (on the CLTA or ALTA form, as applicable) (each hereinafter a “Title Policy” and collectively the “Title
Policies”) in the full amount of the “Allocated Share of the Gross
Dollar Value” (hereinafter defined) for such Property, insuring that Acquiror
or Acquiror’s designee, is the owner of either fee simple title or a leasehold
estate under the applicable Ground Lease (as applicable) in and to such
property subject only to the exceptions to title for 


 


12

















 


such
Property listed on Exhibit “F” attached
hereto and by this reference made a part hereof (hereinafter the “Permitted Exceptions”). 
At Closing, Contributors’ agree to provide such affidavits as the Title
Company may reasonably require as a condition to issuance of the Title
Policies.  So long as such failure is not
a result of a default by any Contributor under this Agreement, Contributors’
inability to deliver title to any of the Properties in the condition necessary
for the Title Company to issue the Title Policies for any reason shall constitute
a failure of a condition and shall not constitute a breach of Contributors’
obligations under this Agreement.  As
used herein, “Allocated Share of the Gross Dollar Value”
with respect to each Property shall mean an amount equal to the Gross Dollar
Value multiplied by a fraction the numerator of which is such Contributor’s
Allocated Share of the Gross Dollar Value (hereinafter defined) and the
denominator of which is the total Gross Dollar Value.  As used herein, the term “Allocated Share of the Gross Dollar Value” shall mean as to
each Contributor the portion of the Gross Dollar Value allocated to such
Contributor’s Property on Exhibit “M”
attached hereto and by this reference made a part hereof.


8.             Proration Date, Closing Date and Closing Procedures and Requirements.


(a)           Closing Date. 
Subject to the provisions of Section 3(e)(3)(B) above, the “Closing Date” or “Closing” of
this Agreement and the completion of Contributors’ contribution of the
Properties to Acquiror and Acquiror’s acquisition of the Properties shall occur
on or before June 26, 2007 (hereinafter the “Initial
Scheduled Closing Date”). 
Closing shall be coordinated and conducted through the Title Company’s
office and neither party shall be required to personally attend the
Closing.  The “Closing Date”
with respect to any Property shall be the date on which the “Closing” with respect to such Property occurs.  The “Closing” with
respect to any Property shall be deemed to have occurred when all of the
conditions to Closing with respect to such Property (as set forth in this
Agreement) have either been satisfied or waived, the Escrow Agent holds a
separate settlement statement signed by the Contributor of such Property with
respect to such Property, a separate settlement statement signed by Acquiror
with respect to such Property, and all of the funds and all of the other
documents required by this Agreement, and Contributors and Acquiror have
authorized Escrow Agent to deliver such funds and documents in accordance with
the provisions of this Agreement.  The
Closing of a Property shall not occur unless each condition to Acquiror’s
obligations and each condition to Contributors’ obligations more specifically
set out and otherwise enumerated in respectively in Sections 12 and 13 below
have been satisfied or waived with respect to such Property.


(b)           Transitional Walk-Through. 
Within approximately ten (10) days prior to Closing, Acquiror’s
operational staff shall have the right to conduct a general walk-through of all
buildings, improvements, storage areas (not under the control of Tenants) and,
subject to each Tenant’s rights, other spaces, equipment and Personal Property
with representatives of Contributors in order to prepare for and assist in the
transition of management at Closing.


(c)           Conveyance of Properties and Delivery of
Closing Documents.  Each Contributor shall convey such
Contributor’s Property to Acquiror pursuant to a “Deed”
and/or “Assignments”, as applicable, and the
other documents which are more particularly described on Exhibit “G”
attached hereto and by this reference made a part hereof.  At the Closing with respect to the Alameda
Property, the Contributor of the Alameda Property and each of such
Contributor’s affiliates will provide Acquiror with an additional separate
assignment of all of such Contributor’s rights, claims, and causes of action
arising from or relating to the environmental condition of the Alameda Property
against all prior owners and other potentially responsible parties (other than
such Contributor and any of such Contributor’s affiliates); provided, however,
that such Contributor shall retain the right to assert any and all defenses
that are now or hereafter available to such Contributor with respect to any
claims that might hereafter be asserted against 


 


13

















 


such Contributor and
relating to the environmental condition of the Alameda Property.  The Contributor of the Alameda Property
agrees to cooperate with Acquiror (at Acquiror’s expense) in the assertion of
such claims by Acquiror.  By the Closing
Date, each Contributor shall deliver to the Title Company each of the documents
identified on Exhibit “G” as a document to be delivered by such Contributor
(with each such document having been duly executed, in recordable form where
applicable).  By the Closing Date,
Acquiror shall deliver to the Title Company each of the documents identified on
Exhibit “G” as a document to be delivered by Acquiror (with each such document
having been duly executed, in recordable form where applicable).  Promptly after the Closing Date, the Title
Company shall record and/or deliver the Deeds, Assignments and other documents
identified on Exhibit “G” in the manner specified on Exhibit “G”.


(d)           Prorations.  At Closing, all prorations
shall be funded in cash or other immediately available funds by the party
obligated to pay such prorations pursuant to the following provisions of this
Section 8(d):


(1)           All real property ad valorem taxes and general and special assessments
applicable to each Property for the year in which the Closing occurs shall be
prorated between Contributors and Acquiror as of 12:01 a.m. on the third day
prior to the Closing Date for such Property (the “Proration
Date”), said proration to be based upon the most recently available
tax or assessment rate and valuation with respect to such Property.  Notwithstanding the foregoing, any taxes or
assessments levied against any Property with respect to any period of time
prior to the Proration Date shall remain and be the obligation of Contributors,
if not provided for in the prorations, and Contributors shall promptly pay, or
reimburse Acquiror, as applicable, all such taxes or assessments prior to their
delinquency.  At or prior to the Closing,
Contributors shall pay all real property ad valorem taxes and all general and
special assessments applicable to the Properties which are due and payable for
any period prior to the year in which the Closing occurs.  Acquiror shall be responsible for the payment
of any taxes or assessments levied against any Property with respect to any
period of time after the Closing Date. 
Any refund for real estate taxes or assessments applicable to the period
preceding the Closing, whether paid before or after the Closing, shall be paid
to Contributors, and Acquiror shall have no claim or right whatsoever thereto,
provided, however, any refund applicable to the pro-rated tax year for which
Acquiror paid a portion shall be prorated. 
The remaining principal amount (after the application of the prorated
portion of any installment applicable to the period prior to the Closing Date)
of any and all assessments and/or bonds which encumber the Properties or any
part thereof shall not be prorated or apportioned but shall be assumed in full
by Acquiror at Closing.  The obligations
under this subsection shall survive Closing.


(2)           Subject to the Proration Review (as defined
in Exhibit “H”), all income and operating
expense items, including, but not limited to, utilities, yellow page
advertisements, prepaid insurance premiums (but only to the extent that
Contributors’ insurance policies are assigned to Acquiror at Closing pursuant
to Section 14(a)(14) below), Ground Lease rents, and all amounts due under any
Designated Contracts, shall be prorated as of the Proration Date.  For any deposit with a utility company for
which the utility company accepts the Acquiror as assignee and permits the
retention of the deposit, Acquiror shall give the applicable Contributor a
credit at Closing for each such retained deposit with a utility company serving
a Property in which case such Contributor shall assign such Contributor’s
rights to each such deposit to Acquiror at the Closing; or, at such
Contributor’s option, such Contributor shall be entitled to receive a refund of
each such deposit from the utility company, and Acquiror shall post its own
deposits.


 


14














 


(3)           For purposes of this Agreement, “Rentals” means,
collectively, all amounts paid or payable by Tenants under their respective
Leases in connection with their occupancy of the Property, including prepaid
rents.  “Rentals” shall not include the
Security Deposits.  At the Closing with
respect to each Property, Rentals for such Property shall be allocated in
accordance with the following provisions of this Section 8(d)(3):


(A)          As to each Property, at the Closing, the Contributor of such Property
shall pay to Acquiror the amount of any Rentals which have been prepaid for any
period after the month in which the Proration Date with respect to such
Property occurs.


(B)           If the Proration Date occurs on a date that is after the tenth (10th)
day of any calendar month, the Contributor of such Property shall provide
Acquiror and Escrow Agent with a list of those Rentals that have actually been
collected with respect to such Property as of the Proration Date, and Escrow
Holder shall make appropriate debits and credits to the accounts of Acquiror
and Contributor to reflect such prorations.


(C)           If the Proration Date occurs on a date that is on or between the first
(1st) and tenth (10th) day of any calendar month, Rentals for such Property for
such calendar month shall be deemed received based on the average historical
collection rate for such Property during the first ten (10) days of each of the
three (3) calendar months immediately preceding the calendar month in which the
Proration Date with respect to such Property shall occur.  For purposes of proration of Rentals at
Closing, (I) the Contributor of such Property shall provide Acquiror and Escrow
Agent with the amount of those Rentals that have been deemed received by such
Contributor as of the Proration Date pursuant to the first sentence of this
Section, (II) the Contributor of such Property shall provide Acquiror and
Escrow Agent with a list of the Rentals actually received by such Contributor
for such month, and (III) Escrow Holder shall make appropriate debits and credits
to the accounts of Acquiror and such Contributor to reflect such
prorations.  By way of example only,
assume that as of the Proration Date, Contributor has actually received $20,000
in Rentals for the month in which the Proration Date occurs and that scheduled
monthly Rentals for the Property are in the aggregate $50,000.  If the Proration Date occurs on the fifth
(5th) day of a 30-day calendar month and historically, 85% of the Rentals are
collected by the tenth (10th) day of a month, then for purposes of prorating
Rentals, Escrow Agent shall (x) assume that $42,500 of the Rentals will be
collected during the first ten (10) days of the calendar month in which the
Closing shall occur, (y) then allocate five/thirtieths (5/30) of the amount of
the Rentals deemed collected (i.e. $7,083.33) to Contributor and the remainder
to Acquiror, and (z) credit Acquiror at Closing with an amount equal to the
difference in Rentals actually collected by Contributor and the amount
allocated to Contributor at Closing pursuant to clause (y) above (i.e.
$12,916.67).


(D)          If the Proration Date shall occur on a date that is (i) after the tenth
(10th) day of any calendar month, those Rentals which have not been collected
as of the Proration Date shall be deemed “Delinquent Rentals”
and (ii) on a date that is on or between the first (1st) and tenth (10th) day
of any calendar month, those Rentals not deemed collected pursuant Section
8(d)(3)(C) above, 


 


15

















 


shall be deemed “Delinquent
Rentals.”  At the Closing with
respect to each Property, the unpaid Delinquent Rentals for such Property shall
be treated as though received by Acquiror and prorated as follows: (x)
Delinquent Rentals that are unpaid for no more than 30 days shall be allocated
75% to the Contributor of such Property and 25% to Acquiror; (y) Delinquent
Rentals that are unpaid in excess of 30 days but no more than 60 days shall be
allocated to 50% to the Contributor of such Property and 50% to Acquiror; and
(z) Delinquent Rentals that are unpaid for more than 60 days shall be allocated
100% to Acquiror.  If a Tenant has any
Rentals that are delinquent, all Rentals for that tenant (regardless of whether
delinquent or not) shall be included in the longest delinquency category for
which that tenant is delinquent as of the Proration Date.  As an example, if a Tenant has Rentals that
are 61-days delinquent, all of the Rentals of that Tenant shall be entirely in
the over 60-day category.  Upon the
Closing, Escrow Agent shall credit to the account of the Contributor of each
Property the aggregate amount of the Delinquent Rentals allocated to such
Contributor for such Property pursuant to clauses (x) and (y) above.  After Closing, Acquiror shall be entitled to
retain all Delinquent Rentals actually received as to such Property and
Contributors shall have no interest therein, as Contributors shall have
received at Closing a credit for and payment of its agreed-upon share of such
Delinquent Rentals.  Accordingly, there
shall be no post-Closing reconciliation or adjustment with respect to
Delinquent Rentals, other than as may be necessary to determine the actual
amounts of Delinquent Rentals as of the Proration Date.


(E)           As to each Property, at the Closing, the Contributor of such Property
shall pay to Acquiror the amount of any Security Deposits.


(4)           Other customary adjustments, if any, made in connection with the sale
of similar type of storage properties shall be prorated between Acquiror and
Contributors at the Closing.


(5)           Subject to the terms and conditions hereof, within sixty (60) days
after the Closing, Acquiror and Contributors shall review the prorations in
accordance with the provisions of Exhibit “H
attached hereto and by this reference made a part hereof.


(e)           Closing Costs.  Contributors shall pay all filing and recording
fees relating to documents required to clear title to the Properties,
specifically including the payment and release of the liens of the Prepaid
Loans.  Acquiror shall pay any taxes
(including, but not limited to, transfer taxes, transfer fees, documentary and
intangible taxes) relating to the transfer of title to the Properties and sales
tax and surtax to state or local entities with reference to the sale of the
Properties, and the cost of the Title Policies (hereinafter defined).  Acquiror shall pay the closing fees charged
by the Escrow Agent and Title Company. 
Acquiror shall pay any intangible taxes, fees or other costs charged by
the lenders on the assumption of the Third Party Loans which Acquiror assumes
per Section 3(e) above.  Any closing
and/or escrow fees or costs not specifically enumerated above shall be paid by
Acquiror.  Acquiror and Contributor shall
each pay their own attorneys’ fees in connection with the preparation and
negotiation of this Agreement.


(f)            Transfer of Possession and Risk of Loss. 
Operational control of the Properties shall be transferred to Acquiror
at the start of business on the Closing Date, subject to the supervision of the
Contributors.  Legal possession and all
risks of loss with respect to the Properties shall be borne by Contributors
until the delivery of the applicable Deed at Closing.


 


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(g)           Assumption Loan Outside Closing Date. 
Notwithstanding anything to the contrary contained in this Agreement, if
(1) Acquiror made an election pursuant to Section 3(e)(3)(B) above with respect
to one or more of the Assumption Loans, and (2) the Closing with respect to
each Third Party Loan Property securing each such Assumption Loan has not
occurred by August 25, 2007, the following provisions of this Section 8(g)
shall apply:


(1)           Provided that none of the Contributors is in default in the performance
of the obligations of any Contributor under this Agreement and provided that no
event has occurred which, with the giving of notice or lapse of time, or both,
would constitute such a default by any of the Contributors, each Contributor
shall have the right to thereafter terminate this Agreement with respect to any
of the Properties for which a Closing has not occurred by written notice to
Acquiror.


(2)           Provided that Acquiror is not in default in the performance of
Acquiror’s obligations under this Agreement and provided that no event has
occurred which, with the giving of notice or lapse of time, or both, would
constitute such a default Acquiror shall have the right to thereafter terminate
this Agreement with respect to any of the Properties for which a Closing has
not occurred by written notice to Contributors.


(3)           Upon a termination of this Agreement pursuant to either Section 8(g)(1)
or Section 8(g)(2) above, Escrow Agent shall return the applicable portion of
the Earnest Money Deposit to Acquiror and the parties shall have no further
liability to one another hereunder with respect to the Properties for which a
Closing has not occurred except to the extent expressly stated otherwise
herein.


9.             Covenants of Contributors.  Contributors agree and
covenant as follows:


(a)           Conduct of Business.  Up
to the earlier of the Closing with respect to the Properties of such
Contributor or the termination of this Agreement, each Contributor shall (i)
operate the business conducted at each of such Contributor’s Properties in the
manner in which such Contributor has operated and maintained such Properties during
the twelve (12) month period prior to the Effective Date, (ii) use commercially
reasonable efforts to preserve intact each of such Contributor’s Properties and
the good will and advantageous relationships of such Contributor with
customers, suppliers, independent contractors, employees and other persons or
entities material to the operation of the businesses conducted on such
Properties, (iii) perform such Contributors’ material obligations under all
Leases, Ground Leases, and other agreements affecting any of such Contributor’s
Properties, and (iv) not knowingly take any action or omit to take any action
which would cause any of the representations or warranties of any Contributor
contained herein to become inaccurate or any of the covenants of any Contributor
to be breached.  No Contributor will
engage in any practice, take any action, or enter into any transaction outside
of the ordinary and usual course of business. 
Notwithstanding anything to the contrary in this Section, no Contributor
shall, without Acquiror’s written consent
(which consent may be withheld in Acquiror’s sole and absolute discretion),
enter into any lease agreements with tenants or modify or extend existing
Leases other than Leases for storage space in the ordinary course of business
and in no event: (1) for a term greater than one (1) year; (2) at rental rates
less than the rate in effect for like units; or (3) which allow rent
concessions unless such rent concessions are made in such Contributor’s
ordinary and usual course of business and are consistent with the terms
disclosed to Acquiror.  Contributors
hereby disclose to Acquiror that Contributors are currently offering rental
concessions which are more particularly described on Exhibit “I”
attached hereto and by this reference made a part hereof.


 


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(b)           Existing Notes,
Mortgages, and Ground Leases.  Until the
earlier of the Closing with respect to such Properties or termination of this
Agreement, no Contributor shall modify, alter or amend any existing note or
mortgage encumbering any of such Contributor’s Properties or further encumber
any of such Contributor’s Properties without the prior written consent of
Acquiror, or allow any existing note or mortgage encumbering any of such
Contributor’s Properties to be in default in any material respect.  Until the earlier of the Closing with respect
to such Ground Lease or termination of this Agreement, Contributors will not
modify, alter or amend any of the Ground Leases, or allow any of the Ground
Leases to be in default in any material respect.


(c)           Further Contracts.  Up
to the earlier of the Closing with respect to such Property or the termination
of this Agreement, no Contributor shall, without Acquiror’s prior written
approval (which approval may be withheld in Acquiror’s sole and absolute
discretion) and except as provided in Section 9(a) above with respect to Leases
for storage space, enter into any further Contracts or leases relating to such
Contributor’s Properties, which cannot be terminated upon thirty (30) days
notice without cost to Acquiror.  Any
Contracts which are approved by Acquiror pursuant to the provisions of this
Section 9(c) shall be deemed a Designated Contract hereunder and Acquiror
shall assume at Closing the obligations of Contributor arising thereunder to
the extent that such obligations arise from and after the Closing Date.


(d)           Warranties and Guaranties.  No
Contributor shall, before or after the Closing Date with respect to such
Contributor’s Properties or earlier termination of this Agreement, release or
materially and adversely modify any warranties or guarantees, if any, of
manufacturers, suppliers and installers related to such Contributor’s
Properties or any part thereof, except with the prior written consent of
Acquiror, which consent may be withheld in Acquiror’s sole and absolute
discretion after the delivery of the Approval Notice.


(e)           Change in Facts or Circumstances.  If,
prior to the Closing with respect to all of the Properties, any Contributor
becomes actually aware of any fact or circumstance which would make either any
representation or warranty contained in this Agreement or any of the documents
or other materials provided to Acquiror pursuant to this Agreement inaccurate,
such Contributor shall promptly notify Acquiror in writing of such fact or
circumstance; provided, however, that in no event shall any Contributor have
any liability, obligation or responsibility with respect to any representation
or warranty which was true and accurate when made by such Contributor upon the
execution and delivery of this Agreement, but which subsequently becomes untrue
or inaccurate merely by the passage of time or by an action which such
Contributor is authorized or permitted to take under this Agreement (e.g. any
new Leases, Contracts) or for any reason which is not a breach or default by
such Contributor of the covenants made by such Contributor in this Section 9.


(f)            Telephone Listing. 
Prior to Closing, Contributors will provide Acquiror with the addresses
and telephone numbers of each telephone company business office that serves a
Property and will execute and deliver to Acquiror all documents required by the
telephone company, including supersedure papers, to transfer the telephone
number, telephone listing, and yellow page advertisements of Contributors to
Acquiror.


 


18

















 


(g)           Termination of Employees and Rights to Occupy
Apartment.  Acquiror shall have no obligation to hire the
employees of any of the Contributors (if any) and no duty or other obligation
with respect to the termination of any such employees.  Contributors shall terminate the rights of
any person to occupy any residential apartment on any of the Properties
effective as of the Closing and without cost or liability to Acquiror.  None of the Contributors nor any of their
respective managing agents will, between the date hereof and the date of
Closing, enter into any new employment contracts or agreements or hire any new
employees except in the ordinary course of such Contributor’s business.  Acquiror shall not have any liability under
any pension or profit sharing plan that any Contributor or its managing agent
may have established with respect to the Property or its employees.


(h)           Evidence of Completion of Construction at
Colma Property.  The parties acknowledge that the Contributor
of the Colma Property recently completed the construction of certain on site
and off site improvements to the Colma Property which improvements are more
particularly described on Exhibit “J”
attached hereto and by this reference made a part hereof.  Within ten (10) days of the date of this
Agreement, the Contributor of the Colma Property shall provide Acquiror with an
un-conditional certificate of occupancy with respect to such improvements or
other evidence satisfactory to Acquiror that such Improvements have been
completed in a manner that complies with all of the requirements of applicable
governmental authorities.


(i)            Termination of Contracts. 
Contributors shall be responsible for cancellation of Contracts which
are not Designated Contracts and shall be responsible for the payment of all
cancellation fees associated with the termination of those Contracts.  Notwithstanding anything to the contrary
contained herein, Contributors shall cause the termination of all property
management agreements with respecting each Property.  Contributors’ cancellation of Contracts which
are not Designated Contracts shall be effective upon the Closing.


(j)            Withholding Certificates.  Each
Contributor shall provide to Acquiror prior to the Closing a federal FIRTPA
certificate and any comparable certificates under applicable state law
demonstrating that Acquiror is not required to withhold any amount from its
payment of the Contribution Consideration on account of taxes.


10.           Damage to Properties.  If before the Closing with
respect to all of the Properties any of the Properties with respect to which a
Closing has not yet occurred is materially or adversely affected in any way as
a result of any fire, flood, earthquake, similar acts of nature or other acts
of destruction which involves damage requiring repair and restoration costs of
less than or equal to Two Million Dollars ($2,000,000), Contributors and
Acquiror shall be obligated to proceed with the Closing with respect to such
Property and each of the other Properties. 
In that event, the Allocated Contribution Consideration for such
Property shall be reduced by the cost of repairing and restoring each such
Property.  If such material or adverse
change involves damage requiring repair and restoration costs in excess of Two
Million Dollars ($2,000,000) for any one Property, or in excess of Ten Million
Dollars ($10,000,000) in the aggregate for all Properties, Acquiror shall have
the option to (a) proceed with the Closing with respect to all of the
Properties, taking each such Property in its un-restored condition together
with any insurance proceeds or the right to receive such insurance proceeds,
and the rights to any other claims arising as a result of such material or
adverse , in which event, Acquiror shall, at Closing, receive a credit against
the Contribution Consideration for each such Property in an amount which is
equal to the difference between (1) the cost of repairing and restoring each
such Property and (2) the total amount of insurance proceeds payable with
respect to such material adverse change, or (b) terminate this Agreement with
respect to each of the Properties for which a Closing has not occurred.  Upon a termination of this Agreement pursuant
to this Section 10, Escrow Agent shall return the applicable portion of the
Earnest Money Deposit to Acquiror and the parties shall have no further
liability to one another hereunder with respect to the Properties for which a
Closing has not occurred except to the extent expressly stated otherwise
herein.


 


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11.           Eminent Domain.  If
before Closing with respect to all of the Properties, proceedings are commenced
or threatened for the taking by exercise of the power of eminent domain of all
or a material part of any of the Properties which, as reasonably determined by
Acquiror, would render such Property unacceptable to Acquiror as a self-storage
facility, Acquiror shall have the right, by giving written notice to
Contributors within five (5) days after Contributors give written notice to
Acquiror of the commencement of such proceedings to terminate this Agreement
with respect to any of the Properties for which a Closing has not occurred.  If before the Closing with respect to all of
the Properties, proceedings are commenced or threatened for the taking by
exercise of the power of eminent domain of less than such a material part of
any of the Properties, or if Acquiror has the right to terminate this Agreement
pursuant to the preceding sentence but Acquiror does not exercise such right,
then this Agreement shall remain in full force and effect and, on the Closing
with respect to such Properties, the condemnation award (or, if not therefore
received, the right to receive such portion of the award) payable on account of
each such taking shall be transferred by Contributor to Acquiror as part of the
Intangible Property and Acquiror and Contributor shall proceed to Closing in
accordance with the terms of this Agreement without a reduction in the
Contribution Consideration.  Contributors
shall give notice to Acquiror within ten (10) days after Contributors receive
notice of the commencement of any proceedings for the taking by exercise of the
power of eminent domain of all or any part of any of the Properties.  Upon a termination of this Agreement pursuant
to this Section 11, Escrow Agent shall return the applicable portion of the
Earnest Money Deposit to Acquiror and the parties shall have no further liability
to one another hereunder with respect to the Properties for which a Closing has
not occurred except to the extent expressly stated otherwise herein.


12.           Conditions to Acquiror’s
Obligations.  Acquiror’s obligation to acquire the
Properties or otherwise perform any obligations provided for in this Agreement
is conditioned upon the occurrence of the following conditions on or before the
Closing Date:


(a)           The representations, warranties and covenants of Contributors contained
in this Agreement shall be materially true and correct as of the Closing Date.


(b)           Each of the Contributors shall have performed and complied with all
material covenants and agreements contained herein which are to be performed
and materially complied with by such Contributor at or prior to the Closing
Date.


(c)           The Title Company shall be irrevocably committed to issuing the Title
Policies upon Closing insuring ownership of each of the Properties in the name
of Acquiror or its nominee or assignee in the amount of the Allocated Share of
the Gross Dollar Value for such Property, subject only to the Permitted
Exceptions.


(d)           None of the Properties shall have been materially affected by any
legislative or regulatory change occurring after the expiration of the Due
Diligence Period that would prohibit Acquiror from using each of the Properties
as a self-storage facility in a manner which is consistent with Contributors’
historical use of that Property.


(e)           There shall be no pending actions, suits or
proceedings of any kind or nature whatsoever, legal or equitable, affecting any
of the Properties in any material way, or relating to or arising out of the
ownership or operation of any of the Properties, and continuing after the date
of this Agreement in any court or before or by a federal, state, county,
municipal department, commission, board, bureau, or agency or other
governmental instrumentality.


 


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(f)            Except as provided otherwise in Section
3(e)(3) above, each Third Party Lender and each servicer of an Assumption Loan
shall have approved the transaction which is the subject of this Agreement and
the Lender Conditions with respect to each Assumption Loan are acceptable to
Acquiror in accordance with the terms and conditions hereof.


(g)           The lessor of each Ground Lease shall have received any required notice
of assignment to the Acquiror, and consented to such assignment (when required
by the Ground Lease).  The lessor of each
Ground Lease shall have also executed an estoppel certificate which acknowledges,
to the best of the ground lessor’s knowledge, that rents are current, that
there are no material defaults by lessee beyond all applicable cure and notice
provisions, and confirming the completeness of Acquiror’s copy of the Ground
Lease.


(h)           No material default by any lessee under a Ground Lease shall have
occurred and be then continuing and no event shall have occurred and be then
continuing which, with the giving of notice or lapse of time, or both, shall
constitute such a default.


(i)            No material default shall have occurred and
be then continuing under any of the Third Party Loan Documents and no event
shall have occurred and be then continuing which, with the giving of notice or
lapse of time, or both, shall constitute such a default.


(j)            In the event any of the foregoing conditions
or other conditions to this Agreement are not fulfilled, and are not waived by
Acquiror on or before the Closing with respect to a Property, Acquiror may
terminate this Agreement with respect to all, but not less than all, of the
Properties for which a Closing has not yet occurred.  Upon a termination of this Agreement pursuant
to this Section 12(j), Escrow Agent shall return the applicable portion of the
Earnest Money Deposit to Acquiror and the parties shall have no further
liability to one another hereunder with respect to the Properties for which a
Closing has not occurred except to the extent expressly stated otherwise
herein.


(k)           Neither Acquiror nor Contributor shall willfully or in bad faith act or
fail to act for the purpose of permitting any of Acquiror’s Conditions in this
Section 12 to fail.


(l)            Acquiror shall have the right to waive, in
its sole and absolute discretion, any of the conditions precedent set forth in
this Section 12, and the election by Acquiror to proceed with the Closing as to
a particular Property with the actual knowledge that a condition precedent has
not been satisfied, shall be deemed Acquiror’s waiver of such condition
precedent for such Property to the extent any such Acquiror condition precedent
has not been previously satisfied or waived.


13.           Conditions to Contributors’
Obligations.  Contributors’ obligation to transfer the
Properties or otherwise perform any obligations provided for in this Agreement
is conditioned upon the occurrence of the following conditions on or before the
Closing Date:


(a)           The representations, warranties and covenants of Acquiror contained in
this Agreement shall be materially true and correct as of the Closing Date.


(b)           Acquiror shall have performed and complied
with all material covenants and agreements contained herein which are to be
performed and materially complied with by Acquiror at or prior to the Closing
Date.


 


21

















 


(c)           As to each Assumption Loan, the Third Party Lender of such Assumption
Loan shall have agreed to release the applicable Contributor and each
Contributor Guarantor from future liability with respect to such Assumption
Loan; provided, however, that Contributors shall be deemed to have waived the
condition specified in this Section 13(c) with respect to such Assumption Loan
if:


(1)           Acquiror has made an election pursuant to Section 3(e)(3)(A) above with
respect to such Assumption Loan; and


(2)           At the Closing with respect to the Third Party Loan Property which
secures such Assumption Loan, Acquiror agrees to indemnify, defend, and hold
the Contributor of such Third Party Loan Property and the Contributor Guarantor
harmless of and from any and all claims arising from or relating to such
Assumption Loan from and after such Closing. 
Such indemnification shall be in a form which is reasonably acceptable
to such Contributor and such Contributor’s counsel.


(d)           The lessor of each Ground Lease shall have
consented to the assignment olf the Ground Lease to Acquiror when required by
the Ground Lease, unless waived by Acquiror.


(e)           The Amended and Restated Partnership Agreement, in the form submitted
to Contributors, shall have been adopted as the partnership agreement of
Acquiror.


(f)            In the event any of the foregoing conditions
or other conditions to this Agreement are not fulfilled, and are not waived by
Contributors on or before the Closing with respect to a Property, Contributors
may terminate this Agreement with respect to all of the Properties for which a
Closing has not occurred.  Upon a
termination of this Agreement pursuant to this Section 13(f), Escrow Agent
shall return the applicable portion of the Earnest Money Deposit to Acquiror
and the parties shall have no further liability to one another hereunder with
respect to the Properties for which a Closing has not occurred except to the
extent expressly stated otherwise herein.


(g)           Neither Acquiror nor Contributor shall willfully or in bad faith act or
fail to act for the purpose of permitting any of Acquiror’s Conditions in this
Section 13 to fail.


(h)           Contributor shall have the right to waive, in its sole and absolute
discretion, any of the conditions precedent set forth in this Section 13, and
the election by Contributor to proceed with the Closing as to a particular
Property with the actual knowledge that a condition precedent has not been
satisfied, shall be deemed Contributor’s waiver of such condition precedent for
such Property to the extent any such Contributor condition precedent has not
been previously satisfied or waived.


14.           Contributors’ Representations and Warranties.


(a)           For purposes of this Section 14, as to each
Property, “Contributor” shall mean and refer only to the entity that owns such
Property.  The representations and
warranties set forth in this Agreement shall be separate for each Contributor
and shall be made solely as to itself and the Property it owns.  There shall be no joint liability to Acquiror
among or between the several Contributor entities with respect to any of the
warranties or representations set forth in this Agreement. Acquiror understands
and agrees that Acquiror shall look solely to the separate and specific
Contributor entity and the separate and specific Property it owns with respect
to each representation and warranty set forth in this Agreement.  Subject to the foregoing, as to each 


 


22

















 


Property, respectively,
Contributor represents and warrants to Acquiror that the following matters are
true and correct as of the Effective Date and, subject to this Section, will
also be true and correct as of the Closing.


(1)           Contributor is a limited partnership duly formed, validly existing and
in good standing in the state of its organization and, on or before the
Closing, Contributor will be qualified to do business in each state in which
Contributor operates a self storage business.


(2)           Contributor has the full power and authority necessary to enter into,
deliver and perform this Agreement, the other agreements contemplated hereby
and any other documents or instruments to be executed and delivered by
Contributor at Closing.  The execution
and delivery of this Agreement by Contributor and the consummation by
Contributor of the transactions contemplated by this Agreement have been duly
authorized by all necessary action on the part of Contributor and will not,
with or without the giving of notice, lapse of time or both, violate, conflict
with, result in a breach of, or constitute a default under or give to others
any right of termination or cancellation of, (1) the organizational documents,
including the bylaws and charter, if any, of Contributor, (2) any agreement,
document, instrument or other undertaking to which Contributor is a party or by
which Contributor, its interests or any of its assets or properties are bound,
or (3) to the Actual Knowledge of Contributor , any applicable law, or any
judgment, writ, injunction, decree, statute, order, rule or regulation
applicable to Contributor or by which its interests or any of its assets or
properties are bound, or (4) result in the creation of any lien upon any
Property owned by Contributor.  This
Agreement has been duly executed and delivered by Contributor and constitutes a
valid and legally binding obligation of Contributor, enforceable against
Contributor in accordance with and subject to its respective terms, subject to
applicable bankruptcy, insolvency, moratorium or other similar laws relating to
creditors’ rights and general principles of equity.  The signatures on this Agreement for and on
behalf of Contributor are genuine, and the signatory for Contributor has been
duly authorized to execute the same on behalf of such Contributor.


(3)           With the exception of the Berkeley II Property, the Castro Valley
Property, the Kapolei Property, and the San Pablo II Property (hereinafter
collectively the “Ground Lease Properties”),
to the Actual Knowledge of Contributor, either Contributor or Contributor’s
predecessor in interest owns fee simple title to each Property for which
Contributor is designated as the “owner” on Exhibit “A”; provided, however,
that the provisions of this Section 14(a)(3) as applied to each Property shall,
at the Closing for such Property, be merged into the Deed for such Property and
shall not survive the Closing for such Property.  Contributor’s predecessor in interest, if
any, is owned and controlled, directly or indirectly through one or more
intermediate entities, by the same individuals who own and control Contributor.


(4)           To the Actual Knowledge of Contributor,
either Contributor or Contributor’s predecessor in interest owns all of the
interest of the lessee under each Ground Lease for which Contributor is
designated as the “owner” on Exhibit “A”; provided, however, that the
provisions of this sentence as applied to each Property shall not survive the
Closing for such Property.  Contributor’s
predecessor in interest, if any, is owned and controlled, directly or
indirectly through one or more intermediate entities, by the same individuals
who own and control Contributor. 
Contributor has provided Acquiror with a true, correct and complete copy
of each Ground Lease and all amendments to each Ground Lease.  The copy of each Ground Lease (including any 


 


23

















 


amendments thereto)
delivered to Acquiror by Contributors constitutes the entire agreement between
the lessor under such Ground Lease and the Contributor of the leasehold estate
which is the subject of such Ground Lease with respect to the property which is
the subject of such Ground Lease.  Except
as set forth in the copy of each Ground Lease delivered by Contributors to
Acquiror, no such Ground Lease has been modified, changed, altered, assigned,
supplemented, or amended.  To the Actual
Knowledge of Contributors, none of the Ground Leases is in default beyond all
applicable cure and notice periods and no event has occurred which, with the
giving of notice or lapse of time, or both, would constitute such a
default.  To the Actual Knowledge of
Contributors, each Ground Lease is in full force and effect according to its
terms and is valid and binding upon each lessor thereunder.


(5)           To the Actual Knowledge of Contributor, Contributor has not received
any written notice that Contributor is in default under any of the Leases or
under any of the Contracts or that any event has occurred which, with the
giving of notice or lapse of time, or both, would constitute such a default.


(6)           The tenant under the Kapolei Ground Lease is entitled to a credit
against the “Base Rent” (as defined in the Kapolei Ground Lease) payable under
the Kapolei Ground Lease in accordance with the provisions of Section 2(d) of
the Kapolei Ground Lease.


(7)           To the Actual Knowledge of Contributor, and except as disclosed to
Acquiror in writing, Contributor has not received written notice of any
municipal violation which have not been corrected.


(8)           To the Actual Knowledge of Contributor, the Financial Reports will
fairly represent in all material respects the financial condition and operating
results of the Property for the periods indicated, subject to normal year end
adjustments.  To the Actual Knowledge of
Contributor, since the date of the last financial statement included in the
information provided to Acquiror pursuant to this Agreement, there has been no
material adverse change in the financial condition or in the operations of any
Property.


(9)           No lease commission or similar fee is due or unpaid by Contributor with
respect to any Lease, and there are no written or oral agreements that will
obligate Acquiror, as Contributor’s assignee, to pay any such commission or fee
under any Lease or extension, expansion or renewal thereof.  Except as set forth on the Rent Roll, the
Leases and any guarantees thereof are in full force and effect, and, to
Contributor’s Actual Knowledge, are subject to no defenses, setoffs or
counterclaims for the benefit of the Tenants. 
Except as noted in the Rent Roll, neither the landlord under the Leases
nor, to Contributor’s Actual Knowledge, any Tenant is in default under its Lease
beyond all applicable notice and cure periods. 
Except as disclosed on the Rent Roll, no rents or security deposits or
other payments have been collected in advance for more than one (1) month.  Except as disclosed on the Rent Roll, each
rental concession, rental abatement or other benefit granted to Tenants under
the Leases will have been fully utilized prior to the Closing.


(10)         The right of any person to occupy the
manager’s apartment on each Property (if any) is a month to month tenancy that
can be terminated on not more than thirty (30) days notice to such person.


 


24

















 


(11)         To the Actual Knowledge of Contributor, Contributor has not received
any written notice of (A) a pending or overtly threatened in writing
condemnation or eminent domain proceeding relating to the Property, or (B)
pending or overtly threatened in writing actions, suits, legal or other
proceedings with reference to the Property.


(12)         To Contributor’s Actual Knowledge, Contributor has not received written
notice of any present default or breach under any mortgage or other encumbrance
encumbering the Property or any covenants, conditions, restrictions,
rights-of-way or easements which may affect the Property or any portion or
portions thereof, except as disclosed on any title insurance policies provided
to Acquiror prior to the Closing.


(13)         Except as set forth on the Schedule 14(a)(13) attached hereto
and incorporated herein, to the Actual Knowledge of Contributor, Contributor
has not received written notice of any existing, pending, or threatened
investigation, inquiry or proceeding by any governmental authority or any other
entity or person or to any remedial obligations under any Environmental Law, as
defined herein.


(14)         To the Actual Knowledge of Contributors all of Contributors’ insurance
policies are in full force and effect, all premiums for such policies were paid
when due and all future premiums for such policies (and any replacements
thereof) shall be paid by Contributors on or before the due date
therefore.  Until the Closing,
Contributor shall pay the premiums on, and shall not cancel or voluntarily
allow to expire, any of Contributor’s insurance policies unless such policy is
replaced, without any lapse of coverage, by another policy or policies
providing coverage at least as extensive as the policy or policies being
replaced.  To the extent permitted under
such policy, Contributor agrees to assign on a non-exclusive basis to Acquiror
at Closing such of Contributor’s current policies as Acquiror may request in
writing and will use commercially reasonable efforts to cause Acquiror to be
named as an additional insured under each of such policies on or before the
expiration of the Due Diligence Period. 
At Closing, Contributor shall, provided that Acquiror has been named as
an additional insured on such policies, provide Acquiror with a Certificate of
Insurance on Accord Form 25 or Form 27, as applicable, as evidence that
Acquiror has been named as an additional insured under each such policy and
with evidence reasonably satisfactory to Acquiror that each such policy has
been assigned to Acquiror.  In the event
of such an assignment, the premiums on any of such policies that Acquiror
elects to have assigned to it shall be prorated between Contributor and
Acquiror as of the Proration Date.


(15)         To the Actual Knowledge of Contributor and except as disclosed in the
Documents, there are no labor disputes pending or overtly threatened in writing
concerning the operation or maintenance of any of the Properties.  Contributors are not a party to any union or
other collective bargaining agreement with employees employed in connection
with the ownership, operation or maintenance of any of the Properties.


(16)         No act of bankruptcy, voluntary or involuntary has occurred with
respect to Contributor or any of its affiliates.


(17)         Neither Contributor, nor to Contributor’s
Actual Knowledge, any member, partner or shareholder of Contributor, nor, to
Contributor’s actual knowledge, any person or entity with actual authority to
direct the actions of any member, partner or shareholder of Contributor, nor,
to Contributor’s actual knowledge, any other person or entity holding any legal
or beneficial interest whatsoever in Contributor, (a) are named on 


 


25

















 


any list of persons,
entities and governments issued by the Office of Foreign Assets Control of the
United States Department of the Treasury (“OFAC”) pursuant
to Executive Order 13224 – Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order 13224”), as in effect on the Effective Date,
or any similar list known to Contributor or publicly issued by OFAC or any
other department or agency of the United States of America (collectively, the “OFAC Lists”), (b) are included in, owned by, controlled by,
knowingly acting for or on behalf of, knowingly providing assistance, support,
sponsorship, or services of any kind to, or otherwise knowingly associated with
any of the persons, entities or governments referred to or described in the
OFAC Lists, or (c) has knowingly conducted business with or knowingly engaged
in any transaction with any of the persons, entities or governments named on
any of the OFAC Lists or any of the persons, entities or governments  included in, owned by, controlled by, acting
for or on behalf of, providing assistance, support, sponsorship, or services of
any kind to, or, to Contributor’s knowledge, otherwise associated with any of
the persons, entities or governments 
referred to or described in the OFAC Lists.


(18)         All liabilities assumed or taken subject to by Acquiror in connection
with the transfer of the Properties to Acquiror are “qualified liabilities” as
defined in Treasury Regulation Section 1.707-5(a)(6).


(b)           As used in this Agreement, the term “Actual
Knowledge” (or words of similar import) shall, when used with
respect to any Contributor, mean the present, current, actual, conscious (and
not constructive, imputed or implied) knowledge of H. James Knuppe, Barbara
Knuppe or Michael J. Knuppe, without having made independent inquiry.  No such person shall have any personal
liability or obligation whatsoever with respect to any of the matters set forth
in this Agreement and any other documents, agreements or instruments related
thereto or any of the representations made by Contributor being or becoming
untrue, inaccurate or incomplete in any respect and Acquiror shall look solely
to the assets of the Contributor entity with respect to a breach of a
representation and warranty hereunder as to any Contributor or Property.  Under no circumstances whatsoever shall
information possessed by or known to any person or entity (including any of Contributors’
consultants, agents or advisors or their respective employees or
representatives, or another Contributor), other than H. James Knuppe, Barbara
Knuppe, or Michael J. Knuppe, be imputed or attributed to any Contributor.


(c)           All representations, warranties and covenants of each Contributor
contained in Section 5(d) above and this Section 14 shall survive the Closing
and shall inure to the benefit of Acquiror and its legal representatives,
heirs, successors or assigns for a period of six (6) months after the Closing
of the applicable Property and shall automatically expire unless Acquiror prior
thereto has given such Contributor written notice of any alleged breach and
Acquiror commences and serves an action against Contributor within ninety (90)
days after Acquiror gives such notice to Contributor (and, in the event any
such suit is timely commenced by Acquiror and served against Contributor, shall
survive thereafter only insofar as the subject matter of the alleged breach
specified in such suit is concerned).  If
notice is not timely given and suit is not timely commenced and served by
Acquiror, Contributor’s representations and warranties shall thereafter be void
and no force or effect as to such Property.


(d)           Notwithstanding anything to the contrary
contained in this Agreement, no Contributor shall have any liability,
obligation or responsibility of any kind to Acquiror or any party claiming by,
under or through Acquiror with respect to any of the representations and
warranties contained in Section 14 above if, prior to the Closing with respect
to a Property, 


 


26

















 


Acquiror obtains knowledge
from any source (including the Documents) that any of the foregoing
representations and warranties are untrue or incorrect with respect to such
Property, and Acquiror nevertheless Closes Acquiror’s acquisition of such
Property pursuant to this Agreement. 
Acquiror further agrees to provide Contributors with written notice (a “Representation Notice”) promptly upon Acquiror’s learning
that any representation or warranty of any Contributor in this Agreement is
untrue or incorrect or has been breached by such Contributor.  In the event Acquiror gives one or more
Representation Notices with respect to the warranties and representations of a
Contributor and such Contributor fails to correct each inaccuracy or cure all
such breaches of any representation or warranty, then Acquiror’s sole remedy in
respect to a change in facts or circumstances which do not otherwise constitute
a default of such Contributor of such Property pursuant to this Agreement,
shall be to elect, in Acquiror’s sole discretion, to (a) if such breach(es)
relate(s) to one or more of the Properties, remove such Properties from the
Properties being conveyed pursuant to this Agreement and receive a reduction in
the Contribution Consideration in an amount equal to the amount of the
Allocated Share of the Gross Dollar Value for such Property or Properties, in
which event no party hereto shall have any further obligation or liability to
any other party hereto with respect to such Property or Properties except for
those provisions of this Agreement which expressly survive the termination of
this Agreement or (b) if such breach(es) relate to a Property or to Properties
having, in the aggregate, an Allocated Purchase Price equal to or greater than
$50,000,000.00, terminate this Agreement, in which event the undisbursed
portion of the Earnest Money Deposit shall be returned to Acquiror within five
(5) days of such termination and, following the return of such Earnest Money
Deposit, no party hereto shall have any further obligation or liability to any
other party hereto with respect to any Properties for which a Closing has not
occurred except with respect to those provisions of this Agreement which
expressly survive the termination of this Agreement.


15.           Additional Representations and
Warranties by Contributors.  Subject to the provisions of Section 14(a)
above, each Contributor makes the following representations and warranties to
Acquiror, each of which is material and is being relied upon by Acquiror and
will be true and correct as of Closing:


(a)           Such Contributor is acquiring the Series A
Preferred Units for such Contributor’s own account (or if such Contributor is a
trustee, for a trust account) for investment only, and not with a view to or
for sale in connection with any distribution of all or any part of such Series
A Preferred Units.  Such Contributor
hereby agrees that such Contributor shall not, directly or indirectly, transfer
all or any part of such Series A Preferred Units (or solicit any offers to buy,
purchase or otherwise acquire or take a pledge of all or any part of the Series
A Preferred Units), except in accordance with the registration provisions of
the Securities Act, and the regulations thereunder or an exemption from such
registration provisions, with any applicable state or non-U.S. securities laws,
and with the terms of this Agreement. 
Such Contributor understands that such Contributor must bear the
economic risk of an investment in the Series A Preferred Units for an
indefinite period of time because, among other reasons, the offering and sale
of such Series A Preferred Units have not been registered under the Securities
Act and, therefore, such Series A Preferred Units cannot be resold unless such
resale is subsequently registered under the Securities Act or an exemption from
such registration is available.  Such
Contributor also understands that sales or transfers of such Series A Preferred
Units are further restricted by the provisions of the REIT’s charter or the
organizational agreements of the Acquiror, and may be restricted by other
applicable securities laws.  If at any
time the Series A Preferred Units are evidenced by certificates or other
documents, each such certificate or other document shall contain a legend
stating that (1) such Series A Preferred Units (i) have not been registered
under the Securities Act or the securities laws of any state; (ii) have been
issued pursuant to a claim of exemption from the registration provisions of the
Securities Act and any state securities law which may be applicable; 


 


27

















 


and (iii) may not be sold,
transferred or assigned without compliance with the registration provisions of
the Securities Act and the regulations thereunder and any other applicable
federal or state securities laws or compliance with applicable exemptions
therefrom; (2) sale, transfer or assignment of such Series A Preferred Units is
further subject to restrictions contained in the organizational documents of
the issuer of such securities and such Series A Preferred Units may not be
sold, transferred or assigned unless and to the extent permitted by, and in
accordance with, the provisions of the Amended and Restated Partnership
Agreement of the Acquiror or the charter of the REIT, as applicable; and (3)
sale, transfer or assignment of such Series A Preferred Units is subject to
restrictions contained in the Registration Rights Agreement and this Agreement
being executed by Contributor on the date of this Agreement.


(b)           Such Contributor has received and carefully reviewed the following
documents:  (A) the Form S-11 for the
REIT, which was filed with the Securities and Exchange Commission (“SEC”) and became effective on August 17, 2004; (B) the Form
10-K for the year ended December 31, 2006 for the REIT; (C) the annual proxy
statement of the REIT for 2006 (i.e., for 
its 2007 annual meeting); (D) the Form 10-Q for the REIT for the
calendar quarter ending March 31, 2007 and for each calendar quarter ending
between the Effective Date of this Agreement and the Closing Date; and (E) the
Amended and Restated Agreement of Limited Partnership of Acquiror dated August
17, 2004, as the same is to be amended pursuant to the proposed Second Amended
and Restated Agreement of Limited Partnership of Acquiror, a copy of which has
been delivered to Contributors (the “Amended and Restated
Partnership Agreement”), as the same is to be amended pursuant to
the Partnership Joinder Agreement.  Such
Contributor has been afforded the opportunity to ask questions of those persons
such Contributor considers appropriate and to obtain any additional information
such Contributor desires in respect of the Series A Preferred Units and the
business, operations, conditions (financial and otherwise) and current
prospects of Acquiror and the REIT and has received answers thereto
satisfactory to such Contributor from the Acquiror or the REIT or their
representatives regarding the terms and conditions of the offering of the
Series A Preferred Units, and such Contributor has obtained all additional
information requested by such Contributor of Acquiror or the REIT and their
representatives to verify the accuracy of all information furnished to such
Contributor regarding the offering of such Series A Preferred Units.  Such Contributor represents and warrants that
such Contributor has read this Agreement in its entirety and has relied upon
and is making his, her or its decision to acquire the Series A Preferred Units
in exchange for such Contributor’s interests based solely upon his, her or its
review and evaluation of this Agreement and is not relying on the REIT or any
of its subsidiaries, affiliates or any of their respective representatives or
agents with respect to any tax or other economic considerations involved in
connection with the receipt of the Series A Preferred Units.  Such Contributor represents and warrants that
such Contributor has been advised to consult with his, her or its tax, legal
and other advisors regarding the receipt of the Series A Preferred Units and
its effects, the tax consequences of making and not making a contribution
hereunder, and has obtained, in such Contributor’s judgment, sufficient
information to evaluate the merits and risks of an exchange and investment
hereunder.  Such Contributor has not been
furnished with and has not relied on any oral or written representation in
connection with the offering of the Series A Preferred Units that is not
contained in this Agreement.


(c)           Such Contributor has such knowledge and
experience in financial and business matters such that such Contributor is
capable of evaluating the merits and risks of Acquiring the Series A Preferred
Units, and that such Contributor has evaluated the risks of investing in the Series
A Preferred Units and has determined that they are a suitable investment for
such Contributor.  Such Contributor
represents and warrants that such Contributor understands that an investment in
the Series A Preferred Units is a speculative investment that involves very
significant risks and tax uncertainties and that such Contributor is prepared
to bear the economic, 


 


28

















 


tax and other risks of an
investment in the Series A Preferred Units for an indefinite period of time,
and is able to withstand a total loss of such Contributor’s investment in the
Series A Preferred Units.


(d)           Such Contributor is an “accredited investor” as defined in Regulation D
under the Securities Act (“Accredited Investor”).  In this regard, such Contributor has
completed, signed and returned with this Agreement an Accredited Investor
Questionnaire substantially in the form attached hereto as Exhibit “K”.  Such Contributor will, upon request, execute
and/or deliver any additional documents deemed by the Acquiror to be necessary
or desirable to confirm such Contributor’s Accredited Investor status.


(e)           Such Contributor represents and agrees that such Contributor is not and
will not be (1) an “employee benefit plan” within the meaning of Section 3(3)
of ERISA, whether or not subject to ERISA, (2) a “plan” within the meaning of
Section 4975 of the Code, or (3) any person or entity whose assets include or
are deemed to include the assets of any such “employee benefit plan” or “plan”
by reason of Section 2510.3-101 of the Regulations of the U.S. Department of
Labor or otherwise.  Such Contributor
will, upon request, execute, deliver and/or provide any additional documents
deemed by the Acquiror to be necessary or desirable to confirm the foregoing.


(f)            Such Contributor represents and warrants that
the signature pages correctly set forth, for such Contributor, (1) the
principal residence of such Contributor if such Contributor is a natural
person, (2) the place of business (or, if there is more than one place of
business, the chief executive office) of such Contributor if such Contributor
is a corporation, partnership, limited liability company, business trust or
other entity (an “Entity”), (3)
the state of incorporation, organization or formation if such Contributor is an
Entity other than a general partnership, (4) the information specified in
clauses (1) and (2) of this subsection 15(f) as to each trustee of such
Contributor if such Contributor is a trust (other than a business trust) and such
trustee is a natural person and (5) the information specified in clauses (2)
and (3) of this subsection 15(f) as to each trustee of such Contributor if such
Contributor is a trust (other than a business trust) and such trustee is an
Entity.


(g)           Such Contributor has obtained from its own counsel advice regarding the
tax consequences of (1) the transfer of such Contributor’s Property to Acquiror
and the receipt of the Contribution Consideration, as consideration therefor,
(2) Such Contributor’s admission as a limited partner of Acquiror, and (3) any
other transaction contemplated by this Agreement.  Such Contributor further represents and
warrants that it has not relied on Acquiror, Acquiror’s affiliates,
representatives, counsel or other advisors and their respective representatives
for such tax advice.


(h)           Such Contributor is not a foreign person and is not owned directly or
indirectly, in whole or in part, by a foreign person as determined for purposes
of the Code and the regulations promulgated thereunder.  No withholding for taxes is required upon the
issuance of Series A Preferred Units to such Contributor.


(i)            Such Contributor has not entered into any
agreement and is not otherwise liable or responsible to pay any brokers’ or
finders’ fees or expenses to any Person with respect to this Agreement or its
acquisition of Series A Preferred Units contemplated hereby, except for any
such Person the fees and expenses for which such Contributor shall be solely
responsible for and pay.


 


29

















 


The warranties and representations of Contributor set forth in this
Section 15 shall survive the Closing.


16.           Remaking of Contributor
Warranties and Representations at Closing.  Except as expressly provided
otherwise in Sections 14 and 15 above, the representations and warranties made
in this Agreement by Contributor shall be deemed remade by Contributor as of
the Closing Date with the same force and effect as if, in fact, specifically
remade at that time.


17.           Acquiror’s Representations and
Warranties.  Acquiror makes the following representations
and warranties, each of which is material and is being relied upon by
Contributors:


(a)           Acquiror is a limited liability company, duly formed, validly existing
and in good standing in the state of Delaware and, on or before the Closing,
Acquiror, or Acquiror’s affiliated company taking title at Closing, will be
qualified to do business in the state in which the Properties are located.  The REIT is a real estate investment trust
duly organized, validly existing and in good standing under the laws of the
State of Maryland.


(b)           Acquiror has the full power and authority necessary to enter into,
deliver and perform this Agreement, the other agreements contemplated hereby
and any other documents or instruments to be executed and delivered by Acquiror
at Closing.  The execution and delivery
of this Agreement by Acquiror and the consummation by Acquiror of the
transactions contemplated by this Agreement have been duly authorized by all
necessary action on the part of Acquiror and will not, with or without the
giving of notice, lapse of time or both, violate, conflict with, result in a
breach of, or constitute a default under or give to others any right of
termination or cancellation of, (1) the organizational documents, including the
bylaws and charter, if any, of Acquiror, (2) any agreement, document,
instrument or other undertaking to which Acquiror is a party or by which
Acquiror, its interests or any of its assets or properties are bound, or (3) to
Acquiror’s Actual Knowledge, any applicable law, or any judgment, writ,
injunction, decree, statute, order, rule or regulation applicable to Acquiror
or by which its interests or any of its assets or properties are bound..  This Agreement has been duly executed and
delivered by Acquiror and constitutes a valid and legally binding obligation of
Acquiror, enforceable against Acquiror in accordance with and subject to its
respective terms, subject to applicable bankruptcy, insolvency, moratorium or
other similar laws relating to creditors’ rights and general principles of
equity.  The signatures on this Agreement
for and on behalf of Acquiror are genuine, and the signatory for Acquiror has
been duly authorized to execute the same on behalf of such Contributor.


(c)           Neither Acquiror, nor any member or manager
of Acquiror, nor, to Acquiror’s Actual Knowledge, any person or entity with
actual authority to direct the actions of any member or manager of Acquiror
without the vote, consent, or approval of any other person, (i) are named on
any list of persons, entities and governments issued by OFAC pursuant to
Executive Order 13224, as in effect on the date hereof, or any OFAC Lists, (ii)
are included in, owned by, controlled by, knowingly acting for or on behalf of,
knowingly providing assistance, support, sponsorship, or services of any kind
to, or otherwise knowingly associated with any of the persons, entities or
governments referred to or described in the OFAC Lists, or (iii) has knowingly
conducted business with or knowingly engaged in any transaction with any of the
persons, entities or governments named on any of the OFAC Lists or any of the
persons, entities or governments 
included in, owned by, controlled by, acting for or on behalf of,
providing assistance, support, sponsorship, or services of any kind to, or, to
Acquiror’s knowledge, otherwise associated with any of the persons, entities or
governments  referred to or described in
the OFAC Lists.


 


30














 


(d)           The Series A Preferred Units, when issued in accordance with this
Agreement will be duly and validly issued, fully paid and nonassessable.


(e)           The performance by the REIT of the terms and conditions of this
Agreement does not and will not conflict with the Articles of Incorporation or
By-Laws of the REIT and does not breach or violate any applicable law, rule
or  regulation of any  governmental authority.


(f)            There is no action, suit or proceeding
pending or, to Acquiror’s Actual Knowledge, threatened against the REIT or any
of its properties, which would, if adversely determined, have a material
adverse effect on the financial condition or results of operations of the
REIT.  There is no action or proceeding
pending or, to Acquiror’s Actual Knowledge, threatened against the REIT which
challenges or impairs the REIT’s ability to execute, deliver and perform under
this Agreement or any of the documents and/or instruments to be delivered in
accordance herewith.


(g)           Each and every one of the foregoing representations and warranties is
true and correct as of the Effective Date and will be true and correct as of
the Closing Date.


(h)           As used in this Agreement, the term “Actual
Knowledge” (or words of similar import) shall, when used with
respect to Acquiror, mean the present, current, actual, conscious (and not
constructive, imputed or implied) knowledge of Kenneth M. Woolley, Kent W.
Christensen, Charles L. Allen, or David L. Rasmussen, without having made
independent inquiry.  No such person
shall have any personal liability or obligation whatsoever with respect to any
of the matters set forth in this Agreement and any other documents, agreements
or instruments related thereto or any of the representations made by Acquiror
being or becoming untrue, inaccurate or incomplete in any respect and
Contributors shall look solely to the assets of the Acquiror with respect to a
breach of a representation and warranty hereunder as to Acquiror.  Under no circumstances whatsoever shall
information possessed by or known to any person or entity (including any of
Acquiror’s consultants, agents or advisors or their respective employees or
representatives), other than Kenneth M. Woolley, Kent W. Christensen, Charles
L. Allen, or David L. Rasmussen, be imputed or attributed to Acquiror.


(i)            All representations, warranties and covenants
of Acquiror contained in this Agreement shall survive the Closing and shall
inure to the benefit of Contributors and their respective legal
representatives, heirs, successors or assigns for a period of six (6) months
after the last Closing of Acquiror’s acquisition of a Property under this
Agreement and shall automatically expire unless Contributors prior thereto have
given such Acquiror written notice of any alleged breach and Acquiror commence
and serve an action against Acquiror within ninety (90) days after Contributors
give such notice to Acquiror (and, in the event any such suit is timely
commenced by Contributors and served against Acquiror, shall survive thereafter
only insofar as the subject matter of the alleged breach specified in such suit
is concerned).  If notice is not timely
given and suit is not timely commenced and served by Contributors, Acquiror’s
representations and warranties shall thereafter be void and no force or effect
as to such Property.


18.           Remaking of Acquiror Warranties and Representations  The
representations and warranties made in this Agreement by Acquiror shall be
deemed remade by Acquiror as of the Closing Date with the same force and effect
as if, in fact, specifically remade at that time.  Other than the representations contained in
Section 17 above and the covenants of Acquiror contained in Section 20 below,
Acquiror makes no representation with respect to and is not responsible for any
federal, state or local tax consequences to Contributor of the transaction
covered by this Agreement.


 


31

















 


19.           Indemnification.


(a)           Subject to the limitations contained in Sections 14, 22, and 25, each
Contributor agrees to indemnify, defend and hold harmless Acquiror and its
nominees, successors, assigns, officers, directors, members, managers,
partners, agents, and employees from and against any and all liabilities,
claims, causes of action, penalties, costs and expenses, of any kind or nature
whatsoever, to the extent arising out of, resulting from, relating to, or
incident to a breach of the express representations and warranties of such
Contributor.


(b)           Each Contributor agrees to indemnify, defend and hold Acquiror harmless
from and against any and all claims, costs, penalties, damages, losses,
liabilities and expenses, including attorneys’ fees, related to or arising from
any claim related to the transactions contemplated herein by any person holding
a direct or indirect interest in Contributor, including but not limited to any
claim for the breach of any fiduciary duty or the terms, conditions,
representations and warranties of this Agreement generally.


(c)           Subject to the provisions of Section 17 above, Acquiror agrees to
indemnify, defend and hold harmless Contributors and Contributors’ respective
nominees, successors, assigns, officers, directors, members, managers,
partners, agents, and employees from and against any and all liabilities,
claims, causes of action, penalties, costs and expenses, of any kind or nature
whatsoever, arising out of, resulting from, relating to, or incident to (i)
Acquiror’s ownership or use of the Properties after the Closing Date, (ii) the
Designated Contracts, (iii) the Leases, or (iv) the Ground Leases.


(d)           The provisions of this Section 19 shall
survive the Closing.


20.           Tax Matters.


(a)           Definitions.  As used in this Section 20,
the terms set forth below shall have the following respective meanings:


(1)           “Book Gain” means, with respect to each Contributor, any gain
that would not be required under Section 704(c) of the Code and applicable
Treasury Regulations to be specifically allocated to such Contributor but
rather would be allocated to all partners in Acquiror, including the REIT
(indirectly through the General Partner and one or more limited partners), in
accordance with their respective economic interests in Acquiror.


(2)           “Protected Gain” shall mean, with respect to each Contributor,
the taxable gain that such Contributor would be allocated and recognize under
Section 704(c) of the Code if such Contributor’s Property is sold in a fully
taxable transaction.  The Contributors’
estimate of the initial Protected Gain allocable to each Contributor with
respect to such Contributor’s Property as of the Closing Date is set forth on Exhibit “L” attached hereto and by this reference made a
part hereof.  Anything to the contrary
herein notwithstanding, any gain that would be allocated to a Contributor upon
a sale of any Property that corresponds to a Book Gain would not be considered
Protected Gain.


(3)           “Sale Restriction Period” shall mean a
period of time commencing on the Closing Date and ending on the earlier of (i)
the date that is ten (10) years following the Closing Date; or (ii) the date on
which more than ninety-five percent (95%) of the Series A Preferred Units
issued by the Acquiror pursuant to this Agreement have been disposed of in the
aggregate by Contributors in one or more taxable transactions.


 


32

















 


(b)           Restrictions on Disposition of Property.


(1)           Acquiror agrees, without the consent of the applicable Contributor,
which consent may be granted or withheld in such Contributor’s sole discretion,
not to sell or dispose of such Contributor’s Property in a transaction that
would cause such Contributor, during the Sale Restriction Period, to recognize
any Protected Gain, unless Acquiror makes the indemnity payment to such
Contributor set forth in Section 20(c) below. 
Without limiting the foregoing, upon the expiration of the Sale
Restriction Period, Acquiror nonetheless agrees that it shall use reasonable
efforts to structure any sale or disposition of each Contributor’s Property
such that it permits the applicable Contributor to not recognize any taxable
gain, it being understood that Acquiror will have no liability to Contributor
if Contributor recognizes gain as a result of the sale or disposition.  Contributors agree that the preceding
sentence will not apply to either a sale of a Property where the primary purpose
of the sale is the generation of cash for the payment of direct and indirect
obligations of the Acquiror or a bulk sale of one or more Properties together
with at least four other properties.


(2)           The prohibition on the sale or other disposition of the Property will
not apply if the Property is disposed of in a transaction in which no gain is
required to be recognized by Contributor (for example, an exchange under
Section 1031 of the Code or a tax-free partnership merger or contribution).    In the event of an involuntary conversion
of the Property within the meaning of Section 1033 of the Code during the Sale
Restriction Period, Acquiror shall use its reasonable efforts to replace the
converted Property unless otherwise consented to in writing by Contributor,
which consent may be granted or withheld in the Contributor’s sole discretion,
it being understood that Acquiror will have no liability to Contributor if
Contributor recognizes gain as a result of the sale or disposition.


(c)           Indemnity Payment.  In
the event of a sale or disposition by Acquiror of a Contributor’s Property in a
transaction to which Section 20(b) applies, Acquiror shall reimburse such
Contributor for all income tax incurred with respect to the Protected Gain
attributable to such Contributor’s Property. 
Anything to the contrary in this Agreement notwithstanding, the sole and
exclusive rights and remedies of Contributor for a breach or violation of the
provisions of Section 20(b) by Acquiror shall be a claim for damages against
Acquiror, computed as set forth in this 20(c), and Contributor shall not be
entitled to pursue a claim for specific performance of the provisions of
Section 20(b) by Acquiror, or bring a claim against any person that acquires
the Property from Acquiror in violation of Section 20(b).


(d)           Section 704(c) Method. 
Acquiror will use the “traditional method” as described in Treasury
Regulation Section 1.704-3(b) for tax allocations with respect to the
Properties.


21.           Tax Computations for REIT Qualification. 
Contributors acknowledge that (a) the computation of taxable income of
Acquiror is crucial in the determination of the taxable income of REIT, (b) the
REIT needs to be able to prepare accurate estimates of its taxable income in
order to monitor compliance with the requirement that it distribute 90% of its
taxable income to its shareholders, and (c) the depreciation of the Property
and the required depreciation allocations under Section 704(c) of the Code will
materially impact the computation of Acquiror’s and REIT’s taxable income.  Accordingly, each Contributor agrees that (y)
within twenty (20) days of the Effective Date, Contributor shall provide 


 


33

















 


Acquiror
with tax-basis computations and historical tax depreciation schedules updated
through the Closing Date for each Property, and (z) within twenty (20) days of
the Effective Date, Contributors shall provide Acquiror with all data required
to perform depreciation allocations (as contemplated by Section 704(c) of the
Code) with respect to each Property. 
Such data shall include the tax basis allocable to each Contributor for
each of such Contributor’s Properties. 
In addition, each Contributor acknowledges that, in the event repayment
of any Existing Indebtedness triggers discharge of indebtedness income under
the Code (and particularly Section 61(a)(12) thereof), the Amended and Restated
Partnership Agreement shall be amended to specially allocate all such income to
Contributor.  The provisions of this
Section 21 shall survive the Closing and the delivery of the Deeds and the
other documents contemplated by this Agreement.


22.           Acquisition “As-Is”.


(a)           Acquiror expressly acknowledges and agrees that prior to the Effective
Date hereof, Acquiror has had sufficient opportunity to conduct due diligence
with respect to and inspect each of the Properties and, subject to the terms
and conditions of this Agreement, does approve the Properties.


(b)           NOTWITHSTANDING ANYTHING CONTAINED IN THIS
AGREEMENT TO THE CONTRARY, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES
EXPRESSLY MADE BY A CONTRIBUTOR IN SECTIONS 14 AND 15 ABOVE OR OTHERWISE
EXPRESSLY MADE BY A CONTRIBUTOR IN THIS AGREEMENT OR BY A CONTRIBUTOR IN THE
DOCUMENTS OR INSTRUMENTS DELIVERED BY SUCH CONTRIBUTOR AT THE CLOSING, IF ANY,
IT IS UNDERSTOOD AND AGREED THAT NEITHER SUCH CONTRIBUTOR NOR ANY OF ITS
AGENTS, EMPLOYEES OR CONTRACTORS HAS MADE, AND IS NOT NOW MAKING, AND ACQUIROR
HAS NOT RELIED UPON AND WILL NOT RELY UPON (DIRECTLY OR INDIRECTLY), ANY
WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED,
ORAL OR WRITTEN WITH RESPECT TO THE PROPERTIES, INCLUDING WARRANTIES OR
REPRESENTATIONS AS TO (I) MATTERS OF TITLE, (II) ENVIRONMENTAL MATTERS RELATING
TO ANY OF THE PROPERTIES OR ANY PORTION THEREOF, (III) GEOLOGICAL CONDITIONS,
(IV) FLOODING OR DRAINAGE, (V) SOIL CONDITIONS, (VI) THE AVAILABILITY OF ANY
UTILITIES TO ANY OF THE PROPERTIES, (VII) USAGES OF ADJOINING PROPERTY, (VIII)
ACCESS TO ANY OF THE PROPERTIES OR ANY PORTION THEREOF, (IX) THE VALUE,
COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN,
QUALITY, DESCRIPTIONS, SUITABILITY, SEISMIC OR OTHER STRUCTURAL INTEGRITY,
OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE IMPROVEMENTS OR
ANY OTHER PORTION OF ANY OF THE PROPERTIES, (X) ANY INCOME, EXPENSES, CHARGES,
LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO ANY OF
THE PROPERTIES OR ANY PART THEREOF, (XI) THE PRESENCE OF HAZARDOUS SUBSTANCES
(HEREINBELOW DEFINED) IN OR ON, UNDER OR IN THE VICINITY OF ANY OF THE
PROPERTIES, (XII) THE CONDITION OR USE OF ANY OF THE PROPERTIES OR COMPLIANCE
OF ANY OF THE PROPERTIES WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE
OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING
ORDINANCES, CODES OR OTHER SIMILAR LAWS, (XIII) THE EXISTENCE OR NON-EXISTENCE
OF UNDERGROUND STORAGE TANKS, (XIV) THE POTENTIAL FOR FURTHER DEVELOPMENT OF
ANY OF THE PROPERTIES, (XV) ZONING, OR THE EXISTENCE OF VESTED LAND USE, ZONING
OR BUILDING ENTITLEMENTS AFFECTING ANY OF THE PROPERTIES, (XVI) THE 


 


34

















 


MERCHANTABILITY OF ANY OF
THE PROPERTIES OR FITNESS OF ANY OF THE PROPERTIES FOR ANY PARTICULAR PURPOSE,
(XVII) TAX CONSEQUENCES (INCLUDING THE AMOUNT, USE OR PROVISIONS RELATING TO
ANY TAX CREDITS), (XVIII) MARKETPLACE CONDITIONS SUCH AS SELF STORAGE
SATURATION, (XIX) OCCUPANCY LEVELS, OR (XX) CURRENT INCOME STREAMS. ACQUIROR
FURTHER ACKNOWLEDGES THAT, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY
MADE BY A CONTRIBUTOR IN SECTIONS 14 AND 15 ABOVE OR OTHERWISE EXPRESSLY MADE
BY A CONTRIBUTOR IN THIS AGREEMENT OR BY A CONTRIBUTOR IN THE DOCUMENTS OR
INSTRUMENTS DELIVERED BY SUCH CONTRIBUTOR AT THE CLOSING, ANY INFORMATION OF
ANY TYPE WHICH ACQUIROR HAS RECEIVED OR MAY RECEIVE FROM CONTRIBUTOR OR ITS
AGENTS, EMPLOYEES OR CONTRACTORS, INCLUDING ANY ENVIRONMENTAL REPORTS AND
SURVEYS, IS FURNISHED ON THE EXPRESS CONDITION THAT ACQUIROR SHALL NOT RELY
THEREON, ALL SUCH INFORMATION BEING FURNISHED WITHOUT ANY REPRESENTATION OR
WARRANTY WHATSOEVER.


(c)           ACQUIROR REPRESENTS AND WARRANTS THAT ACQUIROR IS A KNOWLEDGEABLE,
EXPERIENCED AND SOPHISTICATED ACQUIROR OF REAL ESTATE AND THAT ACQUIROR HAS
RELIED AND SHALL RELY SOLELY ON (I) ACQUIROR’S OWN EXPERTISE AND THAT OF
ACQUIROR’S CONSULTANTS IN PURCHASING THE PROPERTIES, (II) ACQUIROR’S OWN
KNOWLEDGE OF THE PROPERTIES BASED ON ACQUIROR’S INVESTIGATIONS AND INSPECTIONS
OF THE PROPERTIES AND (III) THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE
BY A CONTRIBUTOR IN SECTIONS 14 AND 15 ABOVE OR OTHERWISE EXPRESSLY MADE BY A
CONTRIBUTOR IN THIS AGREEMENT OR BY A CONTRIBUTOR IN THE DOCUMENTS OR
INSTRUMENTS DELIVERED BY SUCH CONTRIBUTOR AT THE CLOSING.  EXCEPT FOR THOSE REPRESENTATIONS AND
WARRANTIES EXPRESSLY MADE BY A CONTRIBUTOR IN SECTIONS 14 AND 15 ABOVE OR
OTHERWISE EXPRESSLY MADE BY A CONTRIBUTOR IN THIS AGREEMENT OR BY A CONTRIBUTOR
IN THE DOCUMENTS OR INSTRUMENTS DELIVERED BY SUCH CONTRIBUTOR AT THE CLOSING:
(W) ACQUIROR HAS CONDUCTED SUCH INSPECTIONS AND INVESTIGATIONS OF THE
PROPERTIES AS ACQUIROR DEEMS NECESSARY, INCLUDING THE PHYSICAL AND
ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON THE SAME, (X) UPON
CLOSING, ACQUIROR SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY ACQUIROR’S
INSPECTIONS AND INVESTIGATIONS, (Y) ACQUIROR ACKNOWLEDGES AND AGREES THAT UPON
CLOSING, EACH CONTRIBUTOR SHALL SELL AND CONVEY TO ACQUIROR AND ACQUIROR SHALL
ACCEPT SUCH CONTRIBUTOR’S PROPERTY “AS IS, WHERE IS,” WITH ALL FAULTS AND
DEFECTS (LATENT AND APPARENT), AND (Z). 
ACQUIROR FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL
AGREEMENTS, WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROPERTY MADE BY
CONTRIBUTOR, OR ANY AGENT, EMPLOYEE OR CONTRACTOR OF CONTRIBUTOR.


(d)           ACQUIROR ACKNOWLEDGES AND AGREES CONTRIBUTOR
WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO ACQUIROR WITHOUT THE DISCLAIMERS
AND OTHER AGREEMENTS SET FORTH HEREIN. ACQUIROR ACKNOWLEDGES THAT THE PURCHASE
PRICE REFLECTS THE NATURE OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, AS
LIMITED BY THE 


 


35

















 


WAIVERS AND DISCLAIMERS
CONTAINED IN THIS AGREEMENT.  ACQUIROR
HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH
ACQUIROR’S COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF.


(e)           THE TERMS AND CONDITIONS OF SECTIONS 22(b),
22(c), AND 22(d) SHALL EXPRESSLY SURVIVE THE CLOSING, NOT MERGE WITH THE
PROVISIONS OF THE DEED OR ANY OTHER CLOSING DOCUMENTS.


	
  

  	
  ACQUIROR’S INITIALS

  	
   

  



 


(f)            Except with respect to any representations,
warranties and indemnities expressly set forth in this Agreement and except
with respect to any representations, warranties, indemnities, covenants or
agreements set forth in any document or instrument delivered by a Contributor
at Closing, and except as otherwise expressly provided in this Section, as to
each Contributor and the Property owned by such Contributor, subject only to
Section 25(d) below and those obligations of such Contributor hereunder which
this Agreement specifically provides shall survive the Closing, Acquiror and
anyone claiming by, through or under Acquiror hereby waives its right to
recover from and fully and irrevocably releases each Contributor and such
Contributor’s partners, members, employees, officers, directors, parent,
subsidiaries, successors and assigns (the “Released Parties”)
from any and all claims, responsibility and/or liability that Acquiror may now
have or hereafter acquire against any of the Released Parties for any costs,
loss, liability, damage, expenses, demand, action or cause of action arising
from or related to (a) the condition (including any construction defects,
errors, omissions or other conditions, latent or otherwise), valuation,
salability or utility of any of the Properties, or its suitability for any
purpose whatsoever, (b) any other claims under Environmental Laws, and (c) any
information furnished by the Released Parties under or in connection with this
Agreement.  This release includes claims
of which Acquiror is presently unaware or which Acquiror does not presently
suspect to exist which, if known by Acquiror, would materially affect
Acquiror’s release of the Released Parties. 
Acquiror specifically waives the provision of any statute or principle
of law, which provides otherwise including, with respect to those Properties in
California, California Civil Code 1542 which provides in pertinent part:


“A general release does not extend to claims which
the creditor does not know or suspect to exist in his or her favor at the time
of executing the release, which if known by him or her must have materially
affected his or her settlement with the debtor.”


Acquiror’ Initials:                        


In this connection and to
the extent permitted by law, Acquiror agrees, represents and warrants that
Acquiror realizes and acknowledges that factual matters now unknown to Acquiror
may have given or may hereafter give rise to causes of action, claims, demands,
debts, controversies, damages, costs, losses and expenses which are presently
unknown, unanticipated and unsuspected, and Acquiror further agrees, represents
and warrants that the waivers and releases herein have been negotiated and
agreed upon in light of that realization and that Acquiror nevertheless hereby
intends to release, discharge and acquit Contributor from any such unknown
causes of action, claims, demands, debts, controversies, damages, costs, losses
and expenses.


 


36

















 


(g)           As used herein, (a) “Environmental Laws”
means the Comprehensive Environmental Response, Compensation and Liability Act
of 1980 (42 U.S.C. Section 9601 et seq.), as amended, or the Resource
Conservation and Recovery Act (42 U.S.C. Section 6902 et seq.), as amended, or
any other federal, state or local law, ordinance, rule or regulation relating
to Hazardous Substances and applicable to the Property (but specifically
excluding any principles of common law or common law theories); and (b) “Hazardous Substances” means any hazardous, toxic or
dangerous waste, substance or material, any pollutant or contaminant, or any
substance or organism which is toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous, or any
substance which contains gasoline, diesel fuel or other petroleum hydrocarbons,
polychlorinated biphenyls (PCBs), radon gas, urea formaldehyde or asbestos.


(h)           As to each Property, the foregoing provisions of this Section 22,
including the waivers and releases by Acquiror, shall survive the Closing and
the recordation of the Deed, and shall not be deemed merged into the Deed or
other documents and instruments delivered at Closing.


23.           Rights of First Refusal. 
Affiliates of Contributors own and operate two additional self storage
facilities commonly referred to as the “Moraga Rent-A-Space” facility and the
“Lahaina Rent-A-Space” facility (hereinafter collectively the “ROR Facilities”). 
Contributors agree that concurrently with the Closing, Contributors’
shall cause the owners of the ROR Facilities to grant Acquiror, for a period of
two (2) years from the first Closing, a right of first refusal to purchase each
of the ROR Facilities by a Grant of Right of First Refusal, which shall be in a
form to be agreed upon by such affiliates and Acquiror and executed and
recorded at Closing.  The Grant of Right
of First Refusal shall provide, among other things, that if the owner of an ROR
Facility (the “ROR Owner”) receives a bona fide third
party offer to purchase the ROR Facility (the “ROR Offer”)
that the ROR Owner is prepared to accept, then Acquiror shall have a period of
time not to exceed ten (10) business days in which to agree, in writing, to the
terms and conditions of the ROR Offer. 
Acquiror’s failure to exercise its right of first refusal within such
ten (10) business day period shall constitute Acquiror’s election not to
acquire the applicable ROR Facility in accordance with the terms of such ROR
Offer and, thereafter, the right of first refusal shall terminate with respect
to such ROR Offer and the ROR Owner shall be entitled to sell the ROR Offer in
accordance with the provisions of such ROR Offer free and clear of any such
right of first refusal.  Acquiror agrees
to promptly execute any and all commercially reasonable instruments and/or
documents to confirm the expiration or earlier termination of the right of
first refusal.  Notwithstanding anything
to the contrary contained herein, the parties agree that the right of first
refusal shall not apply to the transfer of any interest in any ROR Facility by
an affiliate of Contributors or the immediate family of H. James Knuppe to any
lineal descendant of H. James Knuppe; provided that the right of first refusal
shall survive such transfer.  The right
of first refusal granted to Acquiror shall be personal to Acquiror and shall
not be assignable (except to an Affiliate of Acquiror) without the express
prior written consent of Contributor and the ROR Owners, which consent may be
withheld in their sole and absolute discretion.


24.           Grant of License to Use Name “Rent-A-Space”. 
Concurrently with the Closing, Contributors shall cause the holder of
the rights to the names and/or marks “AAAAA” and “Rent-A-Space”, and
combinations thereof, to license, on a non-exclusive basis, such names and/or
marks to Acquiror for a period of time commencing on the Closing Date and
expiring with respect to each Property on the second anniversary of the Closing
Date for such Property.  Acquiror shall
not be required to pay any additional consideration with respect to the grant
of such license and such grant of license shall be in a form to be agreed upon
prior to the Closing.


 


37

















 


25.           Defaults.


(a)           If any Contributor hereunder fails to perform its obligations as
Contributor and such Contributor fails to cure such default within five (5)
business days after such Contributor’s receipt of a written notice from
Acquiror specifying such default, then Acquiror shall elect, as Acquiror’s sole
remedy, either: (a) specifically enforce this Agreement or seek injunctive
relief, (b) if such breach or default relates to one or more Properties, remove
such Property or Properties from the Properties being conveyed pursuant to this
Agreement, receive a reduction in the Contribution Consideration in the amount
of the Allocated Share of the Gross Dollar Value of each such Property and the
payment to Acquiror of Acquiror’s Reimbursable Due Diligence Expenses (as
hereinafter defined) allocable to each such Property,  (c)
if such breach or default relates to Properties having, in the aggregate, an
Allocated Purchase Price equal to or greater than $50,000,000.00, terminate
this Agreement and receive an immediate refund of the Earnest Money Deposit
from Escrow Agent.  The foregoing
remedies are Acquiror’s sole and exclusive remedies with respect to
Contributor’s default, and Acquiror waives any and all other remedies as may be
available at law or in equity in connection with Contributor’s default.


(b)           IN THE EVENT THE CLOSING AND THE CONSUMMATION
OF THE TRANSACTION CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN BY
REASON OF ANY BREACH OF ACQUIROR WHICH IS NOT CURED WITHIN FIVE (5) DAYS AFTER
WRITTEN NOTICE OF SUCH BREACH IS GIVEN TO ACQUIROR BY CONTRIBUTORS, ACQUIROR
AND CONTRIBUTOR AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO
ESTIMATE THE DAMAGES WHICH CONTRIBUTOR MAY SUFFER AS A RESULT THEREOF.  THEREFORE, ACQUIROR AND CONTRIBUTOR DO HEREBY
AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT CONTRIBUTOR
WOULD SUFFER IN THE EVENT THAT ACQUIROR BREACHES THIS AGREEMENT AND FAILS TO
COMPLETE THE PURCHASE OF EACH PROPERTY IS AND SHALL BE, AS CONTRIBUTOR’S SOLE
AND EXCLUSIVE REMEDY THE RIGHT TO TERMINATE THIS AGREEMENT AND TO RETAIN THE
UNDISBURSED PORTION OF THE EARNEST MONEY DEPOSIT AS LIQUIDATED DAMAGES, AND
FOLLOWING SUCH TERMINATION NO PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR
LIABILITY TO ANY OTHER PARTY HERETO EXCEPT WITH RESPECT TO THOSE PROVISIONS OF
THIS AGREEMENT WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.  UPON ANY SUCH BREACH BY ACQUIROR, UNLESS
OTHERWISE SPECIFIED, THIS AGREEMENT SHALL BE TERMINATED WITH RESPECT TO EACH
PROPERTY FOR WHICH A CLOSING HAS NOT OCCURRED AND NEITHER PARTY SHALL HAVE ANY
FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE
RIGHT OF CONTRIBUTOR TO RECEIVE THE UNDISBURSED PORTION OF THE EARNEST MONEY
DEPOSIT FROM ESCROW AGENT AS AFORESAID AND RETAIN THE UNDISBURSED PORTION OF
THE EARNEST MONEY DEPOSIT AS LIQUIDATED DAMAGES FROM ACQUIROR AND THE
OBLIGATION OF ACQUIROR TO DELIVER TO CONTRIBUTOR THE DOCUMENTS PURSUANT TO
SECTION 5(C), ABOVE; PROVIDED, HOWEVER, THAT THIS LIQUIDATED DAMAGES PROVISION
SHALL NOT LIMIT CONTRIBUTOR’S RIGHT TO INJUNCTIVE RELIEF DUE TO ACQUIROR’S
BREACH OF ACQUIROR’S OBLIGATIONS UNDER SECTION 25 BELOW].  THE PARTIES ACKNOWLEDGE THAT SUCH PAYMENT OF
THE EARNEST MONEY DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO CONTRIBUTOR.


 


38














 


INITIALS:  


	
   

  	
   

  	
   

  
	
  AAAAA RENT-A-SPACE, ALAMEDA,
  LTD.,

  LIMITED PARTNERSHIP, a California limited 

  Partnership

  	
  EXTRA SPACE STORAGE LP

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AAAAA RENT-A-SPACE, ALAMEDA II, LTD.,

  LIMITED PARTNERSHIP, a California limited 

  Partnership

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AAAAA RENT-A-SPACE, BERKELEY I, LTD.,

  LIMITED PARTNERSHIP, a California limited

  Partnership

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AAAAA RENT-A-SPACE, BERKELEY II, LTD.,

  LIMITED PARTNERSHIP, a California limited

  Partnership

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AAAAA RENT-A-SPACE-CASTRO
  VALLEY, 

  LTD. LIMITED PARTNERSHIP, a California

  limited partnership

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AAAAA RENT-A-SPACE – COLMA, LTD.,

  LIMITED PARTNERSHIP, a California limited

  Partnership

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AAAAA RENT-A-SPACE, HAYWARD, LTD.,

  LIMITED PARTNERSHIP, a California limited

  Partnership

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AAAAA RENT-A-SPACE – MAUI, A 

  LIMITED PARTNERSHIP, a Hawaii limited

  Partnership

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AAAAA RENT-A-SPACE, SAN LEADRO,

  LTD.,LIMITED PARTNERSHIP, a California

  limited partnership

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AAAAA RENT-A-SPACE, SAN PABLO, LTD.,

  LIMITED PARTNERSHIP, a California limited

  Partnership

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AAAAA RENT-A-SPACE – VALLEJO, LTD.,

  LIMITED PARTNERSHIP, a California limited

  Partnership

  	
   

  



 


39

















 


(c)                                  Notwithstanding anything to the contrary
contained in this Agreement, if the Closing is consummated, as to Acquiror and
each Contributor hereunder, as to each Property, no party shall have any
liability to another party following the Closing of such Property with respect
to any breaches of representations, warranties or covenants under this
Agreement (other than the covenants and obligations contained in Section 8(d)
and Section 8(e) unless and until the aggregate amount of the actual general
and compensatory damages suffered by the non-defaulting party by reason of any
such breach of representations, warranties or covenants exceeds the sum of Ten
Thousand Dollars ($10,000.00) for such Property (in which event the defaulting
party shall be responsible from the first dollar). Unless and until the amount
of the actual damages suffered or incurred by the non-defaulting party by
reason of any such breach of representations, warranties or covenants exceeds
in the aggregate, the sum of Ten Thousand Dollars ($10,000.00) for such
Property, the non-defaulting party shall not be entitled to file an action or
lawsuit or undertake any other legal proceeding against the defaulting party by
reason of such breach of representations, warranties or covenants.  The covenants and the obligations of the
parties contained in Section 8(d) and Section 8(e) shall be excluded from the
application of this Section.  The
provisions of this Section shall survive the Closing and the recordation of the
Deed, and shall not be deemed merged into the Deed or other documents or
instruments delivered at Closing.


(d)                                 The obligations and liabilities of each
Contributor under this Agreement are and shall be separate from the obligations
and liabilities of each other Contributor. 
Furthermore, as to each Property and the Contributor of such Property,
such Contributor’s total liability with respect to a breach of any
representations, warranties or other obligations of such Contributor contained
in this Agreement or in any document or instrument executed and delivered at
Closing (including any indemnity obligations in this Agreement or in any such
document or instrument) shall be limited to an amount equal to two and one-half
percent (2 1⁄2%) of the Allocated Purchase Price for such Property.  It is expressly understood and agreed that in
no event shall any of the direct or indirect partners, shareholders, owners,
affiliates, officers, directors, employees or agents of each Contributor or any
affiliate or controlling person thereof, have any liability for any claim,
cause of action or other liability arising out of or relating to this Agreement
whether based on contract, common law, statute, equity or otherwise.  In no event shall a Contributor be liable to
Acquiror for consequential, indirect or punitive damages.  The foregoing limitations on liability shall
survive the Closing or any earlier termination of this Agreement and shall not
diminish or otherwise affect Acquiror’s waivers and releases in Section 22 of
this Agreement.


26.                                 Confidentiality.


(a)                                  Acquiror agrees that, prior to the Closing,
all documents and information obtained from Contributors or Contributors’
representatives pursuant to this Agreement including, without limitation, the
Documents, shall be kept confidential as provided in this Section 26(a).  Prior to the Closing, the property
information received from Contributors shall not be disclosed by Acquiror or
its representatives, in any manner whatsoever, in whole or in part, except (1)
with the prior written consent of Contributors (which consent may be withheld
in Contributors’ sole and absolute discretion), (2) to the extent that such
document or information is publicly available, 


 


40

















 


(3) to Acquiror’s
representatives who need to know the property information for the purpose of
evaluating the Properties and who are informed by the Acquiror of the
confidential nature of the property information; (4) as may be necessary for
Acquiror or Acquiror’s representatives to comply with applicable laws,
including, without limitation, governmental regulatory, disclosure, tax and
reporting requirements, to comply with other requirements of regulatory and
supervisory authorities and self-regulatory organizations having jurisdiction
over Acquiror or Acquiror’s representatives; or to comply with regulatory or
judicial processes; or (5) as may be necessary in order to assume the
Assumption Loans.  In permitting Acquiror
and its representatives to review the Documents to assist Acquiror, Contributor
has not waived any privilege or claim of confidentiality with respect thereto,
and no third party benefits or relationships of any kind, either expressed or
implied, have been offered, intended or created by Contributor and any such
claims are expressly rejected by Contributor and waived by Acquiror.  The provisions of this Section 26(a) shall
survive the Closing but shall, notwithstanding any other provision of this
Agreement, survive any termination of this Agreement.


(b)                                 Contributors and Acquiror agree that the
existence and terms of this Agreement shall be kept confidential as provided in
this Agreement.  The identity of Acquiror
and Contributor, the existence of this Agreement and the terms of this
Agreement shall be kept confidential and shall not be disclosed by
Contributors, Acquirors or their respective representatives, in any manner
whatsoever, in whole or in part, except (1) with the prior written consent of
the non-disclosing party (which consent may be withheld in the non-disclosing
party’s or parties’ sole and absolute discretion), (2) to the extent that such
document or information is publicly available, or (3) as may be necessary for
Contributors, Acquiror’s or any of their respective representatives to comply
with applicable laws, including, without limitation, governmental regulatory,
disclosure, tax and reporting requirements, to comply with other requirements
of regulatory and supervisory authorities and self-regulatory organizations
having jurisdiction over any Contributor or such Contributor’s representatives;
or to comply with regulatory or judicial processes.  Furthermore, except as expressly permitted
pursuant to the provisions of subparts (2) or (3) of this Section 26(b), under
no circumstances shall Acquiror use the name “Knuppe” or disclose the name
“Knuppe” without the express prior written consent of Contributors (which
consent may be withheld in Contributors’ sole and absolute discretion).  Acquiror shall give Contributors advance
written notice of Acquiror’s use of the name “Knuppe” in accordance with the
provision of this Section 26(b), which notice shall include a reference to the
applicable laws which require such disclosure. 
Contributors hereby disclose to Acquiror that Contributor may have
inadvertently disclosed the nature of this Agreement to the property manager(s)
of the Hayward Property.  Acquiror
expressly acknowledges and agrees that the foregoing limited inadvertent
disclosure shall not be deemed a default hereof.


27.                                 Payment of Commissions.  Each
party hereto represents and warrants that it has employed no brokers or real
estate agencies in the creation of or the negotiations relating to this
Agreement, and each party shall indemnify, defend and hold harmless the other
party by reason of any breach of such party of its warranty and representation
under this section.  The provisions of
this section shall survive Closing.


28.                                 Successors and Assigns. 
Subject to the restrictions on assignment set forth below, this
Agreement shall be binding upon and inure to the benefit of Contributors and
Acquiror and their respective estates, personal representatives, heirs,
devisees, legatees, successors and permitted assigns.  Acquiror may not assign any of its rights
and/or delegate any of its obligations under this Agreement without first
obtaining the prior written consent of the Contributors, which consent may be
withheld by Contributors in their sole and absolute discretion, provided that
Contributors’ consent shall not be required for an assignment to an
“affiliated” company (as defined hereafter). 
Any assignee as may be 


 


41

















 


consented
to by Contributors or which is permitted under this Section shall expressly
assume in writing all obligations of Acquiror under this Agreement and shall
further acknowledge and agree in writing to be bound by all of the provisions
of this Agreement as if the assignee had originally executed this Agreement as
Acquiror.  Notwithstanding any assignment
as may be consented to by Contributors or which is permitted under this
Section, the named Acquiror hereunder shall not be released, and shall remain
liable for, all obligations of the party which is the Acquiror under this
Agreement.  An “affiliated” company shall
mean an entity that controls, is controlled by, or is under common control with
the Acquiror.


29.                                 Notices.  Any
notice, approval, waiver, objection or other communication required or
permitted to be given hereunder or given in regard to this Agreement by one
party to the other shall be in writing and the same shall be deemed to have
been served and received (a) if hand delivered, when delivered in person to the
address set forth hereinafter for the party to whom notice is given; (b) if by
overnight delivery when received by the other party; or (c) if by facsimile,
when received by the other party at the number hereinafter specified as evidenced
by the confirmation receipt of the Sender; provided, however, that if such
facsimile is received after 5:00 p.m. Pacific Time, such notice shall be deemed
received on the next business day.  Any
party may change its address for notices by notice theretofore given in
accordance with this section:


	
  

  	
  If to Contributors:

  	
  AAAAA Rent-A-Space 

  Attn: Dr. H. James Knuppe 

  4545 Crow Canyon Place 

  Castro Valley, CA 94552 

  Tel. (510) 727-1800 x 311 

  Fax. (510) 727-0185 

  Email. Knuppe@aol.com

  
	
   

  	
   

  
	
   

  	
  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 LLP 

  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 Acquiror:

  	
  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

  



 


42

















 


	
  

  	
  With a Copy to:

  	
  Steven E. Tyler 

  Holland & Hart LLP 

  60 East South Temple, Suite 2000 

  Salt Lake City, Utah 84111 

  Tel. 801-595-7800 

  Fax 801-364-9124 

  Email: setyler@hollandhart.com

  



 


30.                                 Timing.  If
any date herein (except the Proration Date) shall fall on a Saturday, Sunday,
Monday or national or state holiday (“Non-business Day”),
the date shall automatically be advanced to the first Tuesday thereafter; but
if that day is a Non-business Day, then the date shall be the next business
day.


31.                                 Further Assurances.  From
time to time, at either party’s reasonable request, whether on or after
Closing, and without further consideration, the other party shall execute and
deliver any further commercially reasonable instruments of conveyance and take
such other commercially reasonable actions as the requesting party may
reasonably require to complete the transfer of the Properties to Acquiror.


32.                                 Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.  Delivery of the executed
Agreement may be accomplished by facsimile transmission, and if so, the
facsimile copy shall be deemed an executed original counterpart of the Agreement.  All executed counterparts together shall
constitute one and the same document, and any signature pages, including
facsimile copies thereof, may be assembled to form a single original document.


33.                                 Attorney’s Fees.  Each
party shall bear its own attorneys’ fees in connection with the preparation and
negotiation of this Agreement and any controversy, claim or dispute between or
among the parties.


34.                                 Time of
Essence.  Time is of the essence of this
Agreement.


35.                                 Survival.  All provisions that expressly
survive the Closing or termination of this Agreement shall survive.


36.                                 Governing Law.  This
Agreement and all transactions contemplated hereby shall be governed by,
construed and enforced in accordance with the laws of the State of California
with the exception of issues of title to each Property which will be construed
in accordance with the laws of the State in which a particular Property is
located.  The parties agree that this
Agreement has been made in Castro Valley, California and that exclusive
jurisdiction for matters arising under this Agreement shall be in the State
courts in Alameda County, California. 
Each party, by signing this Agreement, irrevocably consents to and shall
submit to such jurisdiction.


37.                                 Entire Agreement and Amendments.  This
Agreement, together with all exhibits attached hereto or referred to herein,
contain all representations and the entire understanding between the parties
hereto with respect to the subject matter hereof.  Any prior correspondence, memoranda or agreements
are replaced in total by this Agreement and exhibits hereto.  This Agreement may only be modified or
amended upon the written consent of both parties.


38.                                 No Recordation. 
There shall be no recordation of either this Agreement or any memorandum
hereof or any affidavit pertaining hereto, and any such recordation of this
Agreement or memorandum hereof or affidavit pertaining hereto by any party
hereunder shall constitute a material default hereunder by such party, and
non-defaulting shall have all rights and remedies expressly available to such
party hereunder.


 


43

















 


39.                                 Severability.  If
any provision of this Agreement or application to any party or circumstance
shall be determined by any court of competent jurisdiction to be invalid and
unenforceable to any extent, the remainder of this Agreement or the application
of such provision to such person or circumstances, other than those as to which
it is so determined invalid or unenforceable, shall not be affected thereby,
and each provision hereof shall be valid and shall be enforced to the fullest
extent permitted by law.


40.                                 Participation in Drafting.  The
language of this Agreement shall be in all cases construed simply according to
its fair meaning and not strictly for or against any of the parties
hereto.  Contributors and Acquiror each
acknowledge that they participated equally in the drafting of this Agreement
and, accordingly, no court construing this Agreement shall construe it more
stringently against one party than any other.


41.                                 Exhibits and Schedules. 
Exhibit “A” through Exhibit “L”, inclusive, and Schedule 14(a)(13) are
hereby incorporated herein.


42.                                 Contributors’ Access to Records.  For
a period of four (4) years subsequent to the Closing Date, Acquiror agrees to
reasonably cooperate with Contributors and Contributors’ agents, employees and
representatives in the event of Contributors’ need to respond to any legal
requirement, including any tax audit, by allowing Contributors and
Contributors’ agents, employees and representatives access, upon reasonable
advance written notice (which notice shall identify the nature of the
information sought by Contributors), at all reasonable times during business
hours to examine and make copies of any and all files and records delivered by
Contributors to Acquiror.  The provisions
of this Section shall survive the Closing and the recordation of the Deed for a
period of four (4) years and shall not merge into the Deed and the other
documents and instruments delivered at Closing.


[Signatures on Following Pages]


 


44

















 


IN WITNESS WHEREOF, the parties have executed this
Contribution Agreement effective as of the Effective Date.


	
  

  	
  CONTRIBUTORS:

  
	
   

  	
   

  
	
   

  	
  AAAAA RENT-A-SPACE, ALAMEDA, LTD.,

  LIMITED PARTNERSHIP, a California limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN PRODUCTIONS - ALAMEDA, 

  INC., a Nevada corporation, its general 

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael Knuppe 

  
	
   

  	
   

  	
  Name: Michael Knuppe 

  
	
   

  	
   

  	
  Title: President 

  
	
   

  	
   

  	
  Date:

  	
     6-14-07

  
	
   

  	
   

  
	
   

  	
  AAAAA RENT-A-SPACE, ALAMEDA II,

  LTD. LIMITED PARTNERSHIP, a California

  limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN PRODUCTIONS CO., INC., a

  
	
   

  	
   

  	
  California corporation, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael Knuppe 

  
	
   

  	
   

  	
  Name: Michael Knuppe 

  
	
   

  	
   

  	
  Title: President 

  
	
   

  	
   

  	
  Date:

  	
     6-14-07

  
	
   

  	
   

  
	
   

  	
  AAAAA RENT-A-SPACE, BERKELEY I,

  LTD., LIMITED PARTNERSHIP, a California

  limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN PRODUCTIONS CO., INC., a

  California corporation, its general partner  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael Knuppe 

  
	
   

  	
   

  	
  Name: Michael Knuppe 

  
	
   

  	
   

  	
  Title: President 

  
	
   

  	
   

  	
  Date:

  	
     6-14-07

  
	
   

  	
   

  
	
   

  	
  AAAAA RENT-A-SPACE BERKELEY II,

  LTD., LIMITED PARTNERSHIP, a California

  limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN PRODUCTIONS CO., INC., a

  California corporation, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael Knuppe 

  
	
   

  	
   

  	
  Name: Michael Knuppe

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
  Date:

  	
     6-14-07

  
					



 


45

















 


	
  

  	
  AAAAA RENT-A-SPACE – CASTRO

  VALLEY, LTD. LIMITED PARTNERSHIP, a California limited
  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN PRODUCTIONS CO., INC., a

  California corporation, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael Knuppe 

  
	
   

  	
   

  	
  Name: Michael Knuppe 

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
  Date:

  	
     6-14-07

  
	
   

  	
   

  
	
   

  	
  AAAAA RENT-A-SPACE – COLMA, LTD.

  LIMITED PARTNERSHIP, a California limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN PRODUCTIONS - COLMA, INC.,
  a

  Nevada corporation, its general partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael Knuppe 

  
	
   

  	
   

  	
  Name: Michael Knuppe 

  
	
   

  	
   

  	
  Title: President 

  
	
   

  	
   

  	
  Date:

  	
     6-14-07

  
	
   

  	
   

  
	
   

  	
  AAAAA RENT-A-SPACE, HAYWARD, LTD.,

  LIMITED PARTNERSHIP, a California limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN PRODUCTIONS - HAYWARD,

  INC., a Nevada corporation, its general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael Knuppe 

  
	
   

  	
   

  	
  Name: Michael Knuppe 

  
	
   

  	
   

  	
  Title: President 

  
	
   

  	
   

  	
  Date:

  	
     6-14-07

  
	
   

  	
   

  
	
   

  	
  AAAAA RENT-A-SPACE – MAUI, A

  LIMITED PARTNERSHIP, a Hawaiian limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN PRODUCTIONS CO., INC., a

  California corporation, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael Knuppe 

  
	
   

  	
   

  	
  Name: Michael Knuppe

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
  Date:

  	
     6-14-07

  
					



 


46

















 


	
  

  	
  AAAAA RENT-A-SPACE, SAN LEANDRO,

  LTD., LIMITED PARTNERSHIP, a California

  limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN PRODUCTIONS – SAN

  LEANDRO, INC., a Nevada corporation,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael Knuppe 

  
	
   

  	
   

  	
  Name: Michael Knuppe 

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
  Date:

  	
     6-14-07

  
	
   

  	
   

  
	
   

  	
  AAAAA RENT-A-SPACE, SAN PABLO, LTD.

  LIMITED PARTNERSHIP, a California limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN PRODUCTIONS CO., INC., a

  California corporation, its general partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael Knuppe 

  
	
   

  	
   

  	
  Name: Michael Knuppe 

  
	
   

  	
   

  	
  Title: President 

  
	
   

  	
   

  	
  Date:

  	
     6-14-07

  
	
   

  	
   

  
	
   

  	
  AAAAA RENT-A-SPACE – VALLEJO, LTD.

  LIMITED PARTNERSHIP, a California limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN PRODUCTIONS CO., INC., a

  California corporation, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael Knuppe 

  
	
   

  	
   

  	
  Name: Michael Knuppe 

  
	
   

  	
   

  	
  Title: President 

  
	
   

  	
   

  	
  Date:

  	
     6-14-07

  
					



 


47

















 


	
  

  	
  ACQUIROR:

  
	
   

  	
   

  
	
   

  	
  EXTRA SPACE STORAGE LP, a
  Delaware

  limited partnership

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  ESS HOLDINGS BUSINESS TRUST I,

  a Massachusetts business trust, its sole

  general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Charles L. Allen

  
	
   

  	
   

  	
  Name: 

  	
  CHARLES L. ALLEN

  
	
   

  	
   

  	
  Title: 

  	
  TRUSTEE  
  6-15-07

  
						



 


The
foregoing Agreement is approved this 14th day of June, 2007, by the following:


 


	
  

  	
   

  	
  /s/ H. James Knuppe

  
	
  

  	
   

  	
  H. James Knuppe

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Barbara Knuppe

  
	
   

  	
   

  	
  Barbara Knuppe

  	
   

  



 


48














 


LIST OF
EXHIBITS & SCHEDULES


 


	
  Exhibit “A”

  	
   

  	
  Schedule of Properties

  
	
  Exhibit “B”

  	
   

  	
  Designated Contracts

  
	
  Exhibit “C”

  	
   

  	
  Schedule of Allocated
  Share of the Net Value

  
	
  Exhibit “D”

  	
   

  	
  Schedule of Third Party
  Loans

  
	
  Exhibit “E”

  	
   

  	
  Registration Rights
  Agreement

  
	
  Exhibit “F”

  	
   

  	
  Permitted Exceptions

  
	
  Exhibit “G”

  	
   

  	
  Schedule of Closing
  Documents

  
	
  Exhibit “H”

  	
   

  	
  Proration Review

  
	
  Exhibit “I”

  	
   

  	
  Schedule of Rental
  Conscessions

  
	
  Exhibit “J”

  	
   

  	
  Description of Colma
  Improvements

  
	
  Exhibit “K”

  	
   

  	
  Accredited Investor
  Questionnaire

  
	
  Exhibit “L”

  	
   

  	
  Schedule of Protected Gain

  
	
  Exhibit “M”

  	
   

  	
  Schedule of the Allocated
  Share of the Gross Dollar Value

  
	
  Schedule 17.A(xiii)

  	
   

  	
  Disclosure of Hazardous
  Materials

  



 


1

















 


EXHIBIT “A”


(Schedule
of Properties)


 


1.                                       That certain
self storage facility located at 2201 Clement Avenue, Alameda, California  94501 and more particularly described on Exhibit “A-1” attached hereto and by this reference
made a part hereof (hereinafter the “Alameda I Property”).  Fee title to the Alameda I Property is owned
by AAAAA Alameda I.


 


2.                                       That certain
self storage facility located at 2189 Clement Avenue, Alameda, California  94501 and more particularly described on Exhibit “A-2” attached hereto and by this reference
made a part hereof (hereinafter the “Alameda II Property”).  Fee title to the Alameda II Property is owned
by AAAAA Alameda II.


 


3.                                       That certain
self storage facility located at 600 Cedar Street Berkeley, California  94710 and more particularly described on Exhibit “A-3” attached hereto and by this reference
made a part hereof (hereinafter the “Berkeley I Property”).  Fee title to the Berkeley I Property is owned
by AAAAA Berkeley I.


 


4.                                       That certain
self storage facility located at 601 Cedar Street Berkeley, California  94710 and more particularly described on Exhibit “A-4” attached hereto and by this reference
made a part hereof (hereinafter the “Berkeley II Property”).  AAAAA Berkeley II owns a leasehold estate in
the Berkeley II Property pursuant to that certain Lease Agreement dated October 1,
1979 by and between 3 Prop, Inc., assignee; originally Martha M. Carter,
as landlord and AAAAA Rent-A-Space, Berkeley II, Ltd. Limited Partnership, a
California Limited Partnership, as tenant (hereinafter the “Berkeley II Ground Lease”). 
AAAAA Berkeley II also owns title to all of the improvements located on
the Berkeley II Property.


 


5.                                       That certain
self storage facility located at 3939 Castro Valley Boulevard, Castro Valley,
California  94548 and more particularly
described on Exhibit “A-5” attached hereto
and by this reference made a part hereof (hereinafter the “Castro
Valley Property”).  AAAAA
Castro Valley owns a leasehold estate in the Castro Valley Property pursuant to
that certain Lease Agreement dated June 17, 1997 by and between Adam
Cohen, Lea Cohen, Trustee; Ronald D. Staley and Janice L. Staley, as landlord
and KN Productions, Inc., as tenant (hereinafter the “Castro
Valley Ground Lease”).  AAAAA
Castro Valley also owns title to all of the improvements located on the Castro
Valley Property.


 


6.                                       That certain
self storage facility located at 3601 Junipero Serro Boulevard, Colma,
California  84014 and more particularly
described on Exhibit “A-6” attached hereto
and by this reference made a part hereof (hereinafter the “Colma Property”).  Fee title to the Colma Property is owned by
AAAAA Colma.


 


7.                                       That certain
self storage facility and located at 24700 Mission Boulevard, Hayward,
California  94544 and more particularly
described on Exhibit “A-7” attached hereto
and by this reference made a part hereof (hereinafter the “Hayward
Property”).  Fee title to the
Hayward Property is owned by AAAAA Hayward.


 


8.                                       That certain
self storage facility located at 340 Ala Makani Street, Kahului, Hawaii  96732 and more particularly described on Exhibit “A-8” attached hereto and by this reference
made a part hereof (hereinafter the “Kahului I Property”).  Fee title to the Kahului I Property is owned
by AAAAA Maui.


 


A-1

















 


9.                                       That certain
self storage facility located at 356 Ala Makani Street, Kahului, Hawaii  96732 and more particularly described on Exhibit “A-9” attached hereto and by this reference
made a part hereof (hereinafter the “Kahului II Property”).  Fee title to the Kahului II Property is owned
by AAAAA Maui.


 


10.                                 That certain
self storage facility located at 590 Farrington Highway, Kapolei, Hawaii  96797 and more particularly described on Exhibit “A-10” attached hereto and by this reference
made a part hereof (hereinafter the “Kapolei Property”).  AAAAA Maui owns a leasehold estate in the
Kapolei Property pursuant to that certain Lease Agreement dated June 14,
1999 by and between The Trustees under the Will and of the Estate of James
Campbell, Deceased, as landlord and AAAAA Rent-A-Space — Maui, Ltd., a Hawaii
Limited Partnership, as tenant (hereinafter the “Kapolei
Ground Lease”).  AAAAA Maui
also owns title to all of the improvements located on the Kapolei I Property.


 


11.                                 That certain
self storage facility located at 2000/2002 Doolittle Drive, San Leandro,
California  94577 and more particularly
described on Exhibit “A-11” attached
hereto and by this reference made a part hereof (hereinafter the “San Leandro Property”). 
Fee title to the San Leandro Property is owned by AAAAA San Leandro.


 


12.                                 That certain
self storage facility located at 3500 San Pablo Dam Road, San Pablo,
California  94803 and more particularly
described on Exhibit “A-12” attached
hereto and by this reference made a part hereof (hereinafter the “San Pablo I Property”). 
Fee title to the San Pablo Property is owned by AAAAA San Pablo.


 


13.                                 That certain
self storage facility located at 3500 San Pablo Dam Road, San Pablo,
California  94803 and more particularly
described on Exhibit “A-13” attached
hereto and by this reference made a part hereof (hereinafter the “San Pablo II Property”). 
AAAAA San Pablo owns a leasehold estate in the San Pablo II Property
pursuant to that certain Lease Agreement dated June 1, 1995 by and between
Billy C. Sanders and Laverne Elizabeth Sanders, Trustees of the Sanders Family
1993 Trust, as landlord and AAAAA Rent-A-Space San Pablo II Limited
Partnership, a California General Partnership, as tenant (hereinafter the “San Pablo II Ground Lease”). 
AAAAA San Pablo also owns title to all of the improvements located on
the San Pablo II Property.


 


14.                                 That certain
self storage facility located at 4311 Sonoma Boulevard, Vallejo,
California  94589 and more particularly
described on Exhibit “A-14” attached
hereto and by this reference made a part hereof (hereinafter the “Vallejo Property”). 
Fee title to the Vallejo Property is owned by AAAAA Vallejo.


 


A-2






 










 


EXHIBIT “B”


(Designated Contracts)


 


5A
Service Contracts


 


	
  Alameda

  
	
  Assume

  
	
  Kiosk
  Maintenance

  	
   

  	
  Open
  Tech 

  	
  $250
  per month

  
	
  ADT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Cancel

  	
   

  	
   

  
	
  Waste
  Management Services

  	
   

  	
   

  
	
  AJAY

  	
   

  	
  We
  have a national account with AJAY and spoke to them for direction. They said
  to have the seller send them a letter cancelling the contracts (and date) and
  state that we are going to assume the contracts on a national level.

  
	
  Vending

  	
   

  	
  7UP
  - 30 day notice required

  
	
  Postage

  	
   

  	
   

  
	
  SBC

  	
   

  	
   

  
	
  AVAYA

  	
   

  	
  Kate
  told me they were cancelling this service which ends in April 2007

  
	
  Gate
  Servicing

  	
   

  	
  Task
  Master

  
	
  Management
  Software

  	
   

  	
  Task
  Master

  
	
   

  	
   

  	
   

  
	
  Berkeley

  	
   

  	
   

  
	
  Assume

  	
   

  	
   

  
	
  Kiosk
  Maintenance

  	
   

  	
  Open
  Tech 

  	
  $250
  per month

  
	
  ADT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Cancel

  	
   

  	
   

  
	
  Waste
  Management Services

  	
   

  	
   

  
	
  AJAY

  	
   

  	
  We
  have a national account with AJAY and spoke to them for direction. They said
  to have the seller send them a letter cancelling the contracts (and date) and
  state that we are going to assume the contracts on a national level.

  
	
  Vending

  	
   

  	
  7UP
  - 30 day notice required

  
	
  Postage

  	
   

  	
   

  
	
  SBC

  	
   

  	
   

  
	
  AVAYA

  	
   

  	
  Kate
  told me they were cancelling this service which ends in April 2007

  
	
  Gate
  Servicing

  	
   

  	
  Task
  Master

  
	
  Management
  Software

  	
   

  	
  Task
  Master

  
	
   

  	
   

  	
   

  
	
  Castro
  Valley

  	
   

  	
   

  
	
  Assume

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kiosk
  Maintenance

  	
   

  	
  Open
  Tech

  	
  $250
  per month

  
	
  ADT

  	
   

  	
  Service
  for this site it combined with the sellers main office and will need to be
  transferred once property is purchased.

  	
  ADT
  if there is a problem with the flow.

  
	
  Elevators

  	
   

  	
  National
  Elevator

  
	
   

  	
   

  	
   

  
	
  Cancel

  	
   

  	
   

  
	
  Waste
  Management Services

  	
   

  	
   

  
	
  Vending

  	
   

  	
  7UP
  - 30 day notice required

  
	
  Postage

  	
   

  	
   

  
	
  SBC

  	
   

  	
   

  
	
  AVAYA

  	
   

  	
  Kate
  told me they were cancelling this service which ends in April 2007

  
	
  Gate
  Servicing

  	
   

  	
  Task
  Master

  
	
  Management
  Software

  	
   

  	
  Task
  Master

  
						



 


B-1

















 


	
  Colma

  	
   

  	
   

  
	
  Assume

  	
   

  	
   

  
	
  Kiosk Maintenance

  	
   

  	
  Open Tech

  	
  $250 per month

  
	
  ADT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Cancel

  	
   

  	
   

  
	
  Waste Management
  Services

  	
   

  	
   

  
	
  AJAY

  	
   

  	
  We have a national
  account with AJAY and spoke to them for direction. They said to have the
  seller send them a letter cancelling the contracts (and date) and state that
  we are going to assume the contracts on a national level.

  
	
  Vending

  	
   

  	
  7UP - 30 day notice
  required

  
	
  Postage

  	
   

  	
   

  
	
  SBC

  	
   

  	
   

  
	
  AVAYA

  	
   

  	
  Kate told me they were
  cancelling this service which ends in April 2007

  
	
  Gate Servicing

  	
   

  	
  Task Master

  
	
  Management Software

  	
   

  	
  Task Master

  
	
   

  	
   

  	
   

  
	
  Hayward

  	
   

  	
   

  
	
  Assume

  	
   

  	
   

  
	
  Kiosk Maintenance

  	
   

  	
  Open Tech 

  	
  $250 per month

  
	
  ADT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Cancel

  	
   

  	
   

  
	
  Waste Management
  Services

  	
   

  	
   

  
	
  AJAY

  	
   

  	
  We have a national
  account with AJAY and spoke to them for direction. They said to have the seller
  send them a letter cancelling the contracts (and date) and state that we are
  going to assume the contracts on a national level.

  
	
  Vending

  	
   

  	
  No contract

  
	
  Postage

  	
   

  	
   

  
	
  SBC

  	
   

  	
   

  
	
  AVAYA

  	
   

  	
  Kate told me they were
  cancelling this service which ends in April 2007

  
	
  Gate Servicing

  	
   

  	
  Task Master

  
	
  Management Software

  	
   

  	
  Task Master

  
	
   

  	
   

  	
   

  
	
  Kahului

  	
   

  	
   

  
	
  Assume

  	
   

  	
   

  
	
  Kiosk Maintenance

  	
   

  	
  Open Tech 

  	
  $250 per month

  
	
  Landscape

  	
   

  	
   

  
	
  Security One

  	
   

  	
  Express 11/7/07

  
	
   

  	
   

  	
   

  
	
  Cancel

  	
   

  	
   

  
	
  Waste Management
  Services

  	
   

  	
   

  
	
  AJAY

  	
   

  	
  We have a national
  account with AJAY and spoke to them for direction. They said to have the
  seller send them a letter cancelling the contracts (and date) and state that
  we are going to assume the contracts on a national level.

  
	
  Vending

  	
   

  	
  No contract

  
	
  Postage

  	
   

  	
   

  
	
  SBC

  	
   

  	
   

  
	
  AVAYA

  	
   

  	
  Kate told me they were
  cancelling service which ends in April 2007

  
	
  Gate Servicing

  	
   

  	
  Task Master

  
	
  Management Software

  	
   

  	
  Task Master

  



 


B-2

















 


	
  Kapolei

  	
   

  	
   

  
	
  Assume

  	
   

  	
   

  
	
  Kiosk Maintenance

  	
   

  	
  Open Tech

  	
  $250 per month

  
	
  Lifeline Fire &
  Security

  	
   

  	
   

  
	
  Landscape

  	
   

  	
  Landscaper is looking
  to get contract signed.

  
	
   

  	
   

  	
   

  
	
  Cancel

  	
   

  	
   

  
	
  Waste Management
  Services

  	
   

  	
   

  
	
  AJAY

  	
   

  	
  We have a national
  account with AJAY and spoke to them for direction. They said to have the
  seller send them a letter cancelling the contracts (and date) and state that
  we are going to assume the contracts on a national level.

  
	
  Vending

  	
   

  	
  7UP - 30 day notice
  required

  
	
  Blueprint machine

  	
   

  	
  Lease

  
	
  Postage

  	
   

  	
   

  
	
  SBC

  	
   

  	
   

  
	
  AVAYA

  	
   

  	
  Kate told me they were
  cancelling this service which ends in April 2007

  
	
  Gate Servicing

  	
   

  	
  Task Master

  
	
  Management Software

  	
   

  	
  Task Master

  
	
   

  	
   

  	
   

  
	
  San Leandro 

  Assume

  	
   

  	
   

  
	
  Kiosk Maintenance

  	
   

  	
  Open Tech

  	
  $250 per month

  
	
  ADT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Cancel

  	
   

  	
   

  
	
  Waste Management
  Services

  	
   

  	
   

  
	
  AJAY

  	
   

  	
  We have a national
  account with AJAY and spoke to them for direction. They said to have the
  seller send them a letter cancelling the contracts (and date) and state that
  we are going to assume the contracts on a national level.

  
	
  Vending

  	
   

  	
  7UP - 30 day notice
  required

  
	
  Postage

  	
   

  	
   

  
	
  SBC

  	
   

  	
   

  
	
  AVAYA

  	
   

  	
  Kate told me they were
  cancelling this service which ends in April 2007

  
	
  Gate Servicing

  	
   

  	
  Task Master

  
	
  Management Software

  	
   

  	
  Task Master

  
	
   

  	
   

  	
   

  
	
  San Pablo (EI Sobrante)

  Assume

  	
   

  	
   

  
	
  Kiosk Maintenance

  	
   

  	
  Open Tech

  	
  $250 per month

  
	
  ADT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Cancel

  	
   

  	
   

  
	
  Waste Management
  Services

  	
   

  	
   

  
	
  AJAY

  	
   

  	
  We have a national
  account with AJAY and spoke to them for direction. They said to have the
  seller send them a letter cancelling the contracts (and date) and state that
  we are going to assume the contracts on a national level.

  
	
  Vending

  	
   

  	
  7UP - 30 day notice
  required

  
	
  Postage

  	
   

  	
   

  
	
  SBC

  	
   

  	
   

  
	
  AVAYA

  	
   

  	
  Kate told me they were
  cancelling this service which ends in April 2007

  
	
  Gate Servicing

  	
   

  	
  Task Master

  
	
  Management Software

  	
   

  	
  Task Master

  
					



 


B-3

















 


	
  Vallejo

  Assume

  	
   

  	
   

  
	
  Kiosk
  Maintenance

  	
   

  	
  Open
  Tech

  	
  $250
  per month

  
	
  ADT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Cancel

  	
   

  	
   

  
	
  Waste
  Management Services

  	
   

  	
   

  
	
  AJAY

  	
   

  	
  We
  have a national account with AJAY and spoke to them for direction.  They said to

  have the seller send them a letter cancelling the contracts (and date) and
  state that we are

  going to assume the contracts on a national level.

  
	
  Vending

  	
   

  	
  7UP
  - 30 day notice required

  
	
  Postage

  	
   

  	
   

  
	
  SBC

  	
   

  	
   

  
	
  AVAYA

  	
   

  	
  Kate
  told me they were cancelling this service which ends in April 2007

  
	
  Gate
  Servicing

  	
   

  	
  Task
  Master

  
	
  Management
  Software

  	
   

  	
  Task
  Master

  



 


B-4

















 


Advertising


 


Assume


 


	
  Directory
  Name

  	
   

  	
  Pub Initials

  	
   

  	
  Close Date

  	
   

  	
  Pub Date

  	
   

  	
  EXR Shared

  Costs

  	
   

  	
   

  
	
  Maul-Molokai-Lanal

  	
   

  	
  LMB

  	
   

  	
  10/6/2006

  	
   

  	
  Feb-07

  	
   

  	
  1/2 &
  2/3

  	
   

  	
  2 ads in this book

  
	
  Fremont-Hayward

  	
   

  	
  ATT

  	
   

  	
  1/19/2007

  	
   

  	
  Apr-07

  	
   

  	
  3/4

  	
   

  	
   

  
	
  Island of Oahu-Honolulu

  	
   

  	
  LMB

  	
   

  	
  6/2/2006

  	
   

  	
  Oct-05

  	
   

  	
  2/3

  	
   

  	
   

  
	
  Western Sonoma Co

  	
   

  	
  VZ

  	
   

  	
  7/13/2005

  	
   

  	
  Nov-05

  	
   

  	
  100%

  	
   

  	
   

  
	
  San Francisco

  	
   

  	
  ATT

  	
   

  	
  8/31/2006

  	
   

  	
  Dec-06

  	
   

  	
  2/3

  	
   

  	
   

  
	
  Vallejo

  	
   

  	
  ATT

  	
   

  	
  8/31/2006

  	
   

  	
  Dec-06

  	
   

  	
  100%

  	
   

  	
   

  
	
  Contra Costa Co Central

  	
   

  	
  ATT

  	
   

  	
  9/29/2006

  	
   

  	
  Jan-07

  	
   

  	
  2/3 &
  1/2

  	
   

  	
  2 ads in this book

  
	
  Napa Valley

  	
   

  	
  VYP

  	
   

  	
   

  	
   

  	
  Dec-06

  	
   

  	
  100%

  	
   

  	
  vallejo Only

  
	
  Casuo Valley
  Independent

  	
   

  	
   

  	
   

  	
  9/15/2006

  	
   

  	
  Sep-06

  	
   

  	
  100%

  	
   

  	
  This book also has
  coupon ads associated with it

  
	
  Rockridge Independent

  	
   

  	
   

  	
   

  	
  8/15/2006

  	
   

  	
  Aug-06

  	
   

  	
  1/2

  	
   

  	
  This book also has
  coupon ads associated with it

  
	
  Alameda Independent

  	
   

  	
   

  	
   

  	
  2/1/2007

  	
   

  	
  Feb-07

  	
   

  	
  100%

  	
   

  	
  This book also has
  coupon ads associated with it

  



 


Cancel


 


	
  Directory Name

  	
   

  	
  Pub Initials

  	
   

  	
  Close Date

  	
   

  	
  Pub Date

  	
   

  	
  Site Advertised

  	
   

  	
   

  
	
  Marin County

  	
   

  	
  ATT

  	
   

  	
  3/2/2007

  	
   

  	
  Jun-07

  	
   

  	
   

  	
   

  	
   

  
	
  San Maleo Co Central

  	
   

  	
  ATT

  	
   

  	
  3/2/2007

  	
   

  	
  Jun-07

  	
   

  	
   

  	
   

  	
   

  
	
  San Mateo Co North

  	
   

  	
  ATT

  	
   

  	
  3/2/2007

  	
   

  	
  Jun-07

  	
   

  	
   

  	
   

  	
   

  
	
  Chinese Yellow Pages

  	
   

  	
   

  	
   

  	
  4/30/2007

  	
   

  	
  Jun-07

  	
   

  	
   

  	
   

  	
   

  
	
  Island of Oahu-Honolulu

  	
   

  	
  Paridise

  	
   

  	
  3/24/2007

  	
   

  	
  Jul-07

  	
   

  	
   

  	
   

  	
   

  
	
  Oaldand

  	
   

  	
  ATT

  	
   

  	
  6/10/2007

  	
   

  	
  Sep-07

  	
   

  	
   

  	
   

  	
   

  
	
  Los Altos

  	
   

  	
  ATT

  	
   

  	
  7/16/2006

  	
   

  	
  Nov-06

  	
   

  	
  Foster City Only

  	
   

  	
   

  
	
  Palo Allo

  	
   

  	
  ATT

  	
   

  	
  7/15/2006

  	
   

  	
  Nov-06

  	
   

  	
  Foster City Only

  	
   

  	
   

  
	
  Contra Costa Co West

  	
   

  	
  ATT

  	
   

  	
  6/10/2007

  	
   

  	
  Sep-07

  	
   

  	
   

  	
   

  	
   

  
	
  LaMorinda CCS*****

  	
   

  	
  UPC

  	
   

  	
  5/5/2007

  	
   

  	
  Jun-06

  	
   

  	
   

  	
   

  	
   

  



 


Advertising – There are
several ads that are shared with properties we are not purchasing which we will
need to negotiate cost for.


 






**All book costs will
need to be prorated from the date of purchase.


 


10-23
Exhibits


 


B-5














 


EXHIBIT “C”


(Allocated Share of the Net
Value)


 


	
  Property

  	
   

  	
  Allocated Share of the Net

  Value

  	
   

  
	
  Alameda I and Alameda II

  	
   

  	
  $

  	
  15,962,725.00

  	
  *

  
	
  Berkeley I and Berkeley II

  	
   

  	
  $

  	
  19,844,743.12

  	
  *

  
	
  Castro Valley

  	
   

  	
  $

  	
  5,804,034.00

  	
  *

  
	
  Colma

  	
   

  	
  $

  	
  17,088,433.44

  	
  *

  
	
  Hayward

  	
   

  	
  $

  	
  7,637,720.00

  	
  *

  
	
  Kahului I and Kahului II

  	
   

  	
  $

  	
  18,325,680.54

  	
  *

  
	
  Kapolei

  	
   

  	
  $

  	
  28,579,748.00

  	
  *

  
	
  San Leandro

  	
   

  	
  $

  	
  9,757,358.89

  	
  *

  
	
  San Pablo I and San Pablo II

  	
   

  	
  $

  	
  5,035,525.16

  	
  *

  
	
  Vallejo

  	
   

  	
  $

  	
  2,875,377.21

  	
  *

  
	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  130,911,345.36

  	
  *

  



 






*Estimate
based on most recent payoff letter from applicable Third Party Lender.  Amounts will be adjusted when final payoff
letters are received.


 


C-1

















 


EXHIBIT “D”


(Schedule of Third Party
Loans)


 


1.                                       That certain
loan (hereinafter the “Colma Third Party Loan”)
evidenced by a Promissory Note dated May 20, 1997 in which AAAAA
Rent-a-Space, Ltd. Limited Partnership, a California limited partnership
appears as Borrower and Merrill Lynch Credit Corporation (hereinafter the “Colma Lender”) appears as lender (hereinafter the “Colma Third Party Note”) and which is secured by a
mortgage/deed of trust against the Colma Property of even date therewith
(hereinafter the “Colma Third Party Mortgage”).


 


2.                                       That certain
loan (hereinafter the “Hayward Third Party Loan”)
evidenced by a Promissory Note dated in which the AAAAA Rent-a-Space - Hayward,
Ltd. Limited Partnership, a California limited partnership appears as Borrower
and Merrill Lynch Credit Corporation (hereinafter the “Hayward
Lender”) appears as lender (hereinafter the “Hayward
Third Party Note”) and which is secured by a mortgage/deed of trust
against the Hayward Property of even date therewith (hereinafter the “Hayward Third Party Mortgage”).


 


3.                                       That certain
loan (hereinafter the “San Leandro Third Party
Loan”) evidenced by a Promissory Note dated July 14, 1997 in
which AAAAA Rent-a-Space - Colma, Ltd. Limited Partnership, a California
limited partnership appears as Borrower and Merrill Lynch Credit Corporation
(hereinafter the “San Leandro Lender”)
appears as lender (hereinafter the “San Leandro Third Party
Note”) and which is secured by a mortgage/deed of trust against the
San Leandro Property of even date therewith (hereinafter the “San Leandro Third Party Mortgage”).


 


4.                                       That certain
loan (hereinafter the “Berkeley I Third Party
Loan”) evidenced by a Promissory Note dated July 14, 1983, in
which AAAAA Berkeley I appears as Borrower and Gibraltar Savings, a Federal
Savings and Loan Association (hereinafter the “Berkeley I
Lender”) appears as lender (hereinafter the “Berkeley I
Third Party Note”) and which is secured by a mortgage/deed of trust
against the Colma Property of even date therewith (hereinafter the “Berkeley I Third Party Mortgage”).


 


5.                                       That certain
loan (hereinafter the “Berkeley II Third Party
Loan”) evidenced by a Promissory Note dated July 18, 1983 in
which the AAAAA Berkeley II appears as Borrower and Gibraltar Savings, a
Federal Savings and Loan Association (hereinafter the “Berkeley II
Lender”) appears as lender (hereinafter the “Berkeley II
Third Party Note”) and which is secured by a mortgage/deed of trust
against the Colma Property of even date therewith (hereinafter the “Berkeley II Third Party Mortgage”).


 


6.                                       That certain
loan (hereinafter the “San Pablo Third Party Loan”)
evidenced by a Promissory Note dated July 14, 1983 in which AAAAA San
Pablo appears as Borrower and Gibraltar Savings, a Federal Savings and Loan
Association (hereinafter the “San Pablo Lender”)
appears as lender (hereinafter the “San Pablo Third Party Note”)
and which is secured by a mortgage/deed of trust against the San Pablo Property
of even date therewith (hereinafter the “San Pablo Third Party
Mortgage”).


 


7.                                       That certain
loan (hereinafter the “Vallejo Third Party Loan”)
evidenced by a Promissory Note dated July 13, 1983 in which AAAAA Vallejo
appears as Borrower and Gibraltar Savings, a Federal Savings and Loan
Association (hereinafter the “Vallejo Lender”)
appears as lender (hereinafter the “Vallejo Third Party Note”)
and which is secured by a mortgage/deed of trust against the Vallejo Property
of even date therewith (hereinafter the “Vallejo Third Party
Mortgage”).


 


8.                                       That certain
loan (hereinafter the “Kahului II Third Party
Loan”) evidenced by a Promissory Note dated June 19, 2003 in
which the AAAAA Maui appears as Borrower and Wyoming 


 


D-1

















 


Bank & Trust
(hereinafter the “Kahului II Lender”)
appears as lender (hereinafter the “Kahului II Third Party
Note”) and which is secured by a mortgage/deed of trust against the
Kahului II Property of even date therewith (hereinafter the “Kahului II Third Party Mortgage”).


 


D-2

















 


EXHIBIT “F”


(Permitted Exceptions)


 


	
  Property

  	
   

  	
  Permitted Exceptions from Schedule B-II of Chicago Title Company

  Title Commitment for Applicable Property

  
	
  Alameda
  I

  	
   

  	
  Exceptions
  Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16

  
	
  Alameda
  II

  	
   

  	
  Exceptions
  Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16

  
	
  Berkeley
  I

  	
   

  	
  Exceptions
  Nos. 1, 3, 4, 5, 6, 7, 9, 10, 13

  
	
  Berkeley
  II

  	
   

  	
  Exceptions
  Nos. 1, 3, 4, 6, 7, 8, 9, 14, 17

  
	
  Castro
  Valley

  	
   

  	
  Exceptions
  Nos. 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 15

  
	
  Colma

  	
   

  	
  Exceptions
  Nos. 1, 2, 3, 6

  
	
  Hayward

  	
   

  	
  Exceptions
  Nos. 1, 3, 4, 5, 6, 9

  
	
  Kahului
  I

  	
   

  	
  Exceptions
  Nos. 1, 2, 6, 13, 16, 17, 18, 19, 20, 23, 24

  
	
  Kahului
  II

  	
   

  	
  Exceptions
  Nos. 1, 2, 6, 13, 16, 17, 18, 19, 22, 24, 25

  
	
  Kapolei

  	
   

  	
  Exceptions
  Nos. 1, 2, 3, 4, 5, 6, 7, 9, 11, 12, 13, 14, 15, 16

  
	
  San
  Leandro

  	
   

  	
  Exceptions
  Nos. 1, 5, 6, 7, 8, 9, 10, 11, 12, 15

  
	
  San
  Pablo I

  	
   

  	
  Exceptions
  Nos. 1, 3, 4, 5, 6, 7

  
	
  San
  Pablo II

  	
   

  	
  Exceptions
  Nos. 1, 3, 4, 5, 8

  
	
  Vallejo

  	
   

  	
  Exceptions
  Nos. 1, 3, 4, 5, 6, 7, 8, 10

  



 


F-1

















 


EXHIBIT “G”


(Schedule of Closing
Documents)


 


	
  Doc. No.

  	
   

  	
  Document Description:

  	
   

  	
  To Be

  Delivered/Signed

  By:

  	
   

  	
  To Be Delivered

  To:

  
	
  1.

  	
   

  	
  With respect to each
  Property other than the Ground Lease Properties, a Grant Deed in the form
  attached hereto as Exhibit “G-1”
  and by this reference made a part hereof (as to those Properties located in
  the State of California) or a Warranty Deed in the form attached hereto as Exhibit “G-2” and by this reference made a part
  hereof (as to those Properties located in the State of Hawaii) fully executed
  in recordable form by the Contributor of such Property

  	
   

  	
  The Contributor of each
  Property other than the Ground Lease Properties

  	
   

  	
  Acquiror

  
	
  2.

  	
   

  	
  With respect to each of
  the Ground Lease Properties, duplicate originals of an Assignment and
  Assumption of Ground Lease in the form attached as Exhibit “G-3” and by this reference made a part hereof
  executed by each Contributor of a Ground Lease Property and Acquiror, in
  recordable form

  	
   

  	
  The Contributor of Each
  Ground Lease Property and Acquiror

  	
   

  	
  One copy to the
  Contributor of the Property and one copy to Acquiror

  
	
  3.

  	
   

  	
  With respect to each of
  the Properties, duplicate originals of an Assignment of Leases and Designated
  Contracts in the form attached as
  Exhibit “G-4” and by this reference made a part hereof
  executed by each Contributor of a Ground Lease Property and Acquiror, in
  recordable form

  	
   

  	
  The Contributor of each
  Property and Acquiror

  	
   

  	
  One copy to the
  Contributor of the Property and one copy to Acquiror

  
	
  4.

  	
   

  	
  A Non-Foreign Affidavit in
  compliance with Section 1445(b)(2) of the Internal Revenue Code of
  1986, as amended.

  	
   

  	
  Each Contributor

  	
   

  	
  Acquiror

  
	
  5.

  	
   

  	
  With respect to each
  Property, a letter advising tenants under the Leases of the change in
  ownership of the Property and directing them to pay rent and send any notices
  to Acquiror or as Acquiror may direct

  	
   

  	
  The Contributor of such
  Property

  	
   

  	
  Acquiror

  
	
  6.

  	
   

  	
  With respect to each
  Property, the originals of all Leases affecting the such Property and updated
  copies of the Rent Roll for such Property, and other reports and information,
  updated to within twenty-four (24) hours prior to the date of Closing for
  such Property, including tenant’s name, unit occupied, unit size, term of
  lease (including beginning date), monthly rental, prepaid rent, if any, and
  amount of security deposit, paid-to-date, and a Monthly Management and
  Occupancy Report indicating aging of delinquent rents and fees owed in 30,
  60, and 90 day increments, if any, and all other relevant factors. Possession
  and control of all Leases for storage units shall be delivered to Acquiror at
  either 

  	
   

  	
  The Contributor of such
  Property

  	
   

  	
  Acquiror

  



 


G-1

















 


	
  Doc. No.

  	
   

  	
  Document Description:

  	
   

  	
  To Be

  Delivered/Signed

  By:

  	
   

  	
  To Be Delivered

  To:

  
	
   

  	
   

  	
  the Property or at such
  Contributor’s principal place of business. Originals of all Ground Leases and
  all other Leases shall be delivered directly to Acquiror. All tenant records and the executed originals
  of all service contracts, warranties, maintenance agreements, and other
  documents affecting the operation of the Property.

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  With respect to each
  Property, a Bank Deposit Authorization Letter in the form attached as Exhibit “G-5” to the Agreement,
  authorizing Acquiror’s bank to deposit rent checks made payable to
  Contributor into Acquiror’s account after Closing. Acquiror agrees to not
  deposit and will give to Contributor any checks Acquiror receives which are
  payable to Contributor and which do not relate to the Property or the
  Contributor’s businesses on the Property

  	
   

  	
  Each Contributor of a
  Property

  	
   

  	
  Acquiror

  
	
  8.

  	
   

  	
  With respect to each
  Contributor, duplicate originals of a Partnership Joinder Agreement in the
  form of Exhibit “G-6” attached hereto
  and by this reference made a part hereof executed by such Contributor

  	
   

  	
  Each Contributor of a
  Property

  	
   

  	
  Acquiror

  
	
  9.

  	
   

  	
  With respect to each
  Contributor, duplicate originals of the Registration Rights Agreement duly
  executed by such Contributor and the REIT

  	
   

  	
  To be executed by each
  Contributor and the REIT

  	
   

  	
  One copy to the REIT and
  one copy to such Contributor

  
	
  10.

  	
   

  	
  Accredited Investor
  Questionnaire

  	
   

  	
  To be executed by each
  Contributor

  	
   

  	
  Acquiror

  
	
  11.

  	
   

  	
  With respect to each
  Property, supersedure and other forms and papers required for transfer and
  conversion of telephone numbers, telephone listings and yellow
  page advertisements and other related matters

  	
   

  	
  The Contributor of such
  Property

  	
   

  	
  Acquiror

  
	
  12.

  	
   

  	
  With respect to each
  Property, at either such Contributor’s principal place of business or at such
  Property, in each such Contributor’s discretion, any and all building plans, surveys,
  site plans, engineering plans and studies, utility plans, landscaping plans,
  development plans, blueprints, specifications, drawings and other
  documentation concerning the Property in the possession or subject to the
  control of Contributor or any property manager or employee of such
  Contributor

  	
   

  	
  The Contributor of such
  Property

  	
   

  	
  Acquiror

  
	
  13.

  	
   

  	
  With respect to each
  Property, any existing bonds, warranties or guaranties which are in any way
  applicable to the Property or any part thereof

  	
   

  	
  The Contributor of such
  Property

  	
   

  	
  Acquiror

  
	
  14.

  	
   

  	
  All other necessary or
  appropriate documents 

  	
   

  	
  Contributor

  	
   

  	
  Acquiror

  



 


G-2

















 


	
  Doc. No.

  	
   

  	
  Document Description:

  	
   

  	
  To Be

  Delivered/Signed

  By:

  	
   

  	
  To Be Delivered

  To:

  
	
   

  	
   

  	
  reasonably required by the
  Acquiror in order to consummate the transaction contemplated herein

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Such other Documents as
  are specified in the Contribution Agreement

  	
   

  	
  Acquiror or Each
  Contributor, as applicable

  	
   

  	
   

  
	
  16.

  	
   

  	
  All other necessary or
  appropriate documents reasonably required by Contributor in order to
  consummate the transaction expressly contemplated hereby

  	
   

  	
  Acquiror

  	
   

  	
  Contributor

  



 


G-3






 










 


EXHIBIT
“G-1”


 


FORM OF
CALIFORNIA GRANT DEED


 


RECORDING
REQUESTED BY


AND
RECORDED MAIL TO:


 


 


 


Attn:


 


MAIL
TAX STATEMENTS TO:


 


 


 


Attn:


 


 


(SPACE ABOVE THIS LINE FOR RECORDER’S USE)


 


Documentary Transfer Tax           


Not Shown Pursuant To
Revenue 


And Taxation Code Section 11932


 


GRANT DEED


 


FOR A VALUABLE
CONSIDERATION, receipt of which is hereby acknowledged, AAAAA RENT-A-SPACE                                 ,
a California limited partnership (“Grantor”),
hereby grants to
                                                        ,
a
                          
                          ,
(“Grantee”), all of Grantor’s
right, title and interest in the real property situated in the City of
                          ,
County of                               ,
State of California, and more particularly described on Exhibit A annexed hereto and made a
part hereof, together with all improvements, buildings, structures, easements,
privileges and rights appurtenant thereto, subject only to the exceptions set
forth on Exhibit B attached
hereto.


 


[Signature On Following
Page]


 


1

















 


IN WITNESS WHEREOF, the
Grantor has executed this Grant Deed as of the
         day of
                                  ,
2007.


 


	
  Grantor:

  	
  AAAAA RENT-A-SPACE
                        ,
  a
                  
  limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN Productions, Inc.,
  a California

  
	
   

  	
   

  	
  corporation

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Knuppe

  
	
   

  	
   

  	
  Its:

  	
  President

  



 


2

















 


	
  State of California

  	
   

  	
  )

  
	
   

  	
   

  	
  )
  ss.

  
	
  County
  of

  	
   

  	
  )

  



 


On
                  ,
200   before me,
                                            ,
a Notary Public, personally appeared
                      ,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized
capacity, and that by his/her signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.


 


WITNESS
my hand and official seal.


 


 


	
  Signature

  	
   

  	
   

  	
  (Seal)

  



 


3

















 


EXHIBIT A


 


LEGAL DESCRIPTION



[See Attached]


 


4

















 


EXHIBIT B


 


PERMITTED EXCEPTIONS



[See Attached]


 


5

















 


STATEMENT OF


DOCUMENTARY TRANSFER TAX


 


	
  STATE OF CALIFORNIA

  	
   

  	
  )

  
	
   

  	
   

  	
  )
  ss.

  
	
  COUNTY OF

  	
   

  	
  )

  



 


AFFIDAVIT OF REAL PROPERTY
TRANSFER TAX DUE AND REQUEST THAT AMOUNT OF TAX NOT BE MADE A PART OF THE
PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER


 


TO: 
                          
COUNTY RECORDER


 


In accordance with Revenue
and Taxation Code Section 11932, request is hereby made that the amount of
the County of
                            
Property Transfer tax shall be shown on this statement and not be recorded with
the attached Grant Deed, and that this statement be affixed to the document by
the Recorder after the record is made and before the original is returned.


 


Name of Grantor:                                                      AAAAA
RENT-A-SPACE
                              ,
a California limited partnership


 


Name of Grantee:                                                                                              ,
a                                                                          


 


The amount of the
documentary transfer tax due on the attached Grant Deed, computed on the full
value of the subject property, is as follows:


 


	
  County Tax:

  	
   

  	
  $

  
	
  City Tax:

  	
   

  	
  $

  



 


[Signature Page To
Follow]


 


6

















 


I declare under penalty of
perjury that the foregoing is true and correct.


 


 


	
  Grantor:

  	
  AAAAA RENT-A-SPACE
                        ,
  a
                    limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN Productions, Inc.,
  a California

  
	
   

  	
   

  	
  corporation

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Knuppe

  
	
   

  	
   

  	
  Its:

  	
  President

  



 


7

















 


EXHIBIT “G2”


(Form Hawaii Deed)


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LAND COURT SYSTEM

  	
   

  	
  REGULAR SYSTEM

  



 


AFTER RECORDATION, RETURN BY
MAIL o OR PICKUP o :


 


 


C/O


 


 


ATTN:


 


	
  TYPE OF DOCUMENT:

  	
   

  	
  (TOTAL PAGES:
               )

  



 


WARRANTY DEED


 


PARTIES TO DOCUMENT:


 


GRANTOR:  AAAAA RENT-A-SPACE
                                ,
A HAWAII LIMITED PARTNERSHIP


 


GRANTEE:  
                                                  ,
A


 


TAX MAP KEY FOR PROPERTY:


 


1






 










 


WARRANTY
DEED


 


THIS
WARRANTY DEED is made this          day
of
                  ,
2007, by AAAAA RENT-A-SPACE                           
, a Hawaii limited partnership, whose address is
                                                              
hereinafter called the “Grantor,” in favor of
                                                     
, a
                                               
whose address is c/o
                                                     ,
                                     ,
                                    ,
                                                      
Attn:
                                  ,
hereinafter called the “Grantee”.


 


WITNESSETH:


 


That
for TEN AND NO/100 DOLLARS ($10.00), and other valuable consideration paid by
the Grantee, the receipt of which is hereby acknowledged, the Grantor does
hereby grant, bargain, sell and convey unto the Grantee, its successors and
assigns, in fee simple:


 


All
of that certain real property described in Exhibit “A” attached hereto and
made a part hereof.


 


AND
the reversions, remainders, rents, issues and profits thereof and all of the
estate, right, title and interest of the Grantor, both at law and in equity,
therein and thereto.


 


TO
HAVE AND TO HOLD the same, together with all buildings, improvements, rights,
easements, privileges and appurtenances thereon and thereto belonging or
appertaining or held and enjoyed therewith, unto the Grantee according to the
tenancy herein set forth, forever.


 


AND,
in consideration of the premises, the Grantor does hereby covenant with the
Grantee that the Grantor is seized of the property herein described in fee
simple; that said property is free and clear of and from all liens and
encumbrances except for the lien of real property taxes not yet by law required
to be paid and except as may be specifically set forth in Exhibit “B”;
that the Grantor has good right to sell and convey said property as aforesaid;
and that the Grantor will WARRANTY AND DEFEND the same unto the Grantee against
the lawful claims and demands of all persons, except as aforesaid.


 


The
conveyance herein set forth and the warranties of the Grantor concerning the
same are expressly declared to be in favor of the Grantee, and the Grantee’s,
successors and assigns.


 


2

















 


The
terms “Grantor” and “Grantee,” as and when used herein, or any pronouns used in
place thereof, shall mean and include the masculine, feminine or neuter, the
singular or plural number, individuals, partnerships, trustees or corporations
and their and each of their respective successors and assigns, according to the
context thereof.  All covenants and
obligations undertaken by two or more persons shall be deemed to be joint and
several unless a contrary intention is clearly expressed elsewhere herein.


 


IN
WITNESS WHEREOF, the Grantor has executed these presents on the day and year
first above written.


 


 


	
   

  	
  AAAAA RENT-A-SPACE
                        ,
  a
                  
  limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN Productions, Inc.,
  a California

  
	
   

  	
   

  	
  corporation

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Knuppe

  
	
   

  	
   

  	
  Its:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  “Grantor”

  



 


3

















 


Exhibit A


 


[See Attached]


 


4

















 


Exhibit B


 


[See Attached]


 


5

















 


	
  STATE OF CALIFORNIA

  	
  )

  
	
   

  	
  )     ss.

  
	
  COUNTY OF

  	
  )

  



 


On
                    ,
2007 before me,
                              ,
Notary Public, personally appeared
                                                                                                     ,
proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the
instrument.


 


Witness my hand and official
seal.


 


 


	
   

  	
   

  
	
  Notary Public

  



 


6

















 


EXHIBIT “G-3”


(Form Assignment and
Assumption of Ground Lease)


 


FORM OF


ASSIGNMENT AND ASSUMPTION
OF GROUND LEASE


 


	
  RECORDING REQUESTED BY AND WHEN

  RECORDED MAIL TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attn:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPACE ABOVE THIS LINE RESERVED FOR

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RECORDER’S USE

  



 


ASSIGNMENT
AND ASSUMPTION OF GROUND LEASE


 


This
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (“Assignment”) is made and entered
into as of the        day of
                              ,
200_ by and between AAAAA RENT-A-SPACE
                                    ,
a
                                limited
partnership (“Assignor”) and
                                  ,
a                           
                            
(“Assignee”).


 


R E C I T A L S :


 


Assignor, among other
Contributors, and Extra Space Storage LLC, a Delaware limited liability
company  (“Contract Acquiror”), entered
into that certain Contribution Agreement dated
                                  ,
2006 (“Agreement”), with respect to the contribution to Acquiror of the “Property”
described therein.  All capitalized terms
used herein and not defined herein shall have the meaning ascribed thereto in
the Agreement.


 


Assignor desires to assign
and transfer to Assignee, as designee of Contract Acquiror, all of Assignor’s
right, title and interest in and to that certain unrecorded Ground Lease, dated
as of
                                  ,
evidenced by Memorandum of Lease recorded
                                      
as Instrument No.                                     
made by and between                                               ,
as ground lessor, and Assignor, as ground lessee (the “Ground Lease”), and
Assignee desires to accept such assignment and assume the Ground Lease on the
terms hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the foregoing recitals and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby agree as follows:


 


The “Effective Date” of this
Assignment shall be the Closing of the Contribution of the Property to
Acquiror.


 


1

















 


As of the Effective Date,
Assignor hereby assigns and transfers to Assignee all of Assignor’s right,
title and interest in and to the Ground Lease and the security deposit
delivered by Assignor thereunder, if any.


 


Assignee hereby accepts the
above assignment and expressly assumes and covenants to keep, perform, fulfill
and discharge all of the terms, covenants, conditions and obligations required
to be kept, performed, fulfilled and discharged by Assignor, as lessee, under
and with respect to the Ground Lease from and after the Effective Date of this
Assignment.


 


This Assignment may be executed
in any number of counterparts, each of which may be executed by any one or more
of the parties hereto, but all of which shall constitute one and the same
instrument, and shall be binding and effective when all parties hereto have
executed and delivered at least one counterpart.


 


The terms and provisions of
this Assignment shall be binding upon and inure to the benefit of the
respective parties hereto, and their respective successors and assigns.


 


[SIGNATURES ON FOLLOWING
PAGE]


 


2

















 


IN
WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment as of
the day and year first above written.


 


	
  Assignor:

  	
  AAAAA RENT-A-SPACE
                        ,
  a
                  
  limited partnership  

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN Productions, Inc.,
  a California  

  
	
   

  	
   

  	
  corporation  

  
	
   

  	
  Its:

  	
  General Partner  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Knuppe  

  
	
   

  	
   

  	
  Its:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
  Assignee:

  	
                                                        
  , a  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
   

  
	
   

  	
  Name:  

  	
   

  
	
   

  	
  Its:

  	
   

  



 


3

















 


	
  STATE OF CALIFORNIA

  	
  )

  
	
   

  	
  )     ss.

  
	
  COUNTY OF

  	
  )

  



 


On
                                  ,
2007 before me,                               ,
Notary Public, personally appeared
                                                                                                                       ,
personally known to me to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.


 


Witness my hand and official
seal.


 


 


	
   

  	
   

  
	
  Notary Public

  



 


 


	
  STATE OF CALIFORNIA

  	
  )

  
	
   

  	
  )     ss.

  
	
  COUNTY OF

  	
  )

  



 


On
                                          ,
2007 before me,
                              ,
Notary Public, personally appeared                                                                                                                         ,
personally known to me to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.


 


Witness my hand and official
seal.


 


 


	
   

  	
   

  
	
  Notary Public

  



 


4

















 


	
  STATE OF CALIFORNIA

  	
  )

  
	
   

  	
  )     ss.

  
	
  COUNTY OF

  	
  )

  



 


On
                                            ,
2007 before me,
                              ,
Notary Public, personally appeared                                                                                                             ,
personally known to me to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.


 


Witness my hand and official
seal.


 


 


	
   

  	
   

  
	
  Notary Public

  



 


	
  STATE OF CALIFORNIA

  	
  )

  
	
   

  	
  )     ss.

  
	
  COUNTY OF

  	
  )

  



 


On
                                                ,
2007 before me,
                              ,
Notary Public, personally appeared                                                                                                                         ,
personally known to me to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.


 


Witness my hand and official
seal.


 


 


	
   

  	
   

  
	
  Notary Public

  



 


5






 










 


EXHIBIT “G-4”


(Form Assignment of
Leases and Designated Contracts)


 


FORM OF


ASSIGNMENT AND ASSUMPTION
OF LEASES AND DESIGNATED CONTRACTS


 


THIS ASSIGNMENT AND
ASSUMPTION OF LEASES AND DESIGNATED CONTRACTS (“Assignment”) is made and
entered into as of the        day of
                      ,
200_ by and between AAAAA RENT-A-SPACE
                                      ,
a                                 
limited partnership (“Assignor”) and
                                    ,
a                                     
(“Assignee”).


 


R E C I T A L S:


 


A.            Assignor, among other Contributors, and Extra Space
Storage LLC, a Delaware limited liability company (“Contract Acquiror”),
entered into that certain Contribution Agreement dated
                      ,
2006 (“Agreement”) with respect to the contribution to Contract Acquiror of
that certain real property more particularly described on Exhibit “A”
attached hereto and by this reference made a part hereof (the “Property”).


 


B.            Assignor desires to assign and transfer to Assignee, as
designee of Contract Acquiror, all of Assignor’s right, title and interest in
and to the all existing tenant leases of storage unit space on the Property and
all subleases and rights thereunder, the tenant leases of non-storage unit
space on the Property listed on Schedule 1 attached
hereto and by this reference made a part hereof, if any, and all prepayments
and deferred items, claims, security deposits, other deposits, refunds, causes
of action and rights of recovery under such tenant leases (collectively the “Leases”)
and the contracts identified in Schedule “2”
attached hereto (the “Designated Contracts”), and Assignee desires to accept
such assignment and assume the Leases and Designated Contracts on the terms
hereinafter set forth.


 


NOW, THEREFORE, in
consideration of the foregoing recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor and Assignee hereby agree as follows:


 


1.             The “Effective Date” of this Assignment shall be the
Closing of the contribution of the Property to Contract Acquiror.


 


2.             Assignor hereby assigns and transfers to Assignee all of
Assignor’s right, title and interest in and to the Leases and the Designated
Contracts, all from and after the Effective Date of this Assignment.


 


3.             Assignee hereby accepts the above assignment and
expressly assumes and covenants to keep, perform, fulfill and discharge all of
the terms, covenants, conditions and obligations required to be kept,
performed, fulfilled and discharged by Assignor under and with respect to the
Designated Contracts and the Leases from and after the Effective Date of this
Assignment.


 


4.             This Assignment may be executed in any number of
counterparts, each of which may be executed by any one or more of the parties
hereto, but all of which shall constitute one and the same instrument, and
shall be binding and effective when all parties hereto have executed and
delivered at least one counterpart.


 


5.             The terms and provisions of this Assignment shall be
binding upon and inure to the benefit of the respective parties hereto, and
their respective successors and assigns.


 


1

















 


[SIGNATURES FOLLOW ON
SUCCEEDING PAGE]


 


2

















 


IN WITNESS WHEREOF, Assignor
and Assignee have duly executed this Assignment as of the day and year first
above written.


 


	
  Assignor:

  	
  AAAAA RENT-A-SPACE
                        ,
  a
                  
  limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  KN Productions, Inc.,
  a California

  
	
   

  	
   

  	
  corporation

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Knuppe

  
	
   

  	
   

  	
  Its:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
  Assignee:

  	
   

  	
                                                        ,
  a

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  



 


3

















 


SCHEDULE “1” TO


ASSIGNMENT OF LEASES &
DESIGNATED CONTRACTS


 


Non-Storage Space Leases


 


[See Attached]


 


4

















 


SCHEDULE “2” TO


ASSIGNMENT OF LEASES &
DESIGNATED CONTRACTS


 


Designated Contracts


 


[See Attached]


 


5

















 


EXHIBIT “G-5”


 


(Bank Deposit Letter)


 


Dated:


 


Bank
Officer’s Name


 


Name of
Acquiror’s Bank


 


Bank
Address


 


City,
State, Zip


 


Re:                             [Name and address of Contributor’s facility]


 


TO WHOM IT MAY CONCERN:


 


(“Contributor”), transferred, on
                            ,
200 , the self-storage facility (both real and personal property), known
as
                                          
and located at
                                                
to EXTRA SPACE OF
                            
LLC, a
                  
limited liability company (“Extra Space”).  This is to authorize you to deposit all
rental checks payable to
                                          
and/or
                                          to the account of Extra Space at your
bank.


 


 


	
   

  	
  CONTRIBUTOR:

  
	
   

  	
   

  
	
   

  	
  AAAAA RENT-A-SPACE
                        ,
  a
                  
  limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN Productions, Inc.,
  a California

  
	
   

  	
   

  	
  corporation

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Knuppe

  
	
   

  	
   

  	
  Its:

  	
  President

  



 


1

















 


EXHIBIT “G-6”


(Partnership Joinder
Agreement)


 


PARTNERSHIP JOINDER AGREEMENT


 


THIS PARTNERSHIP JOINDER AGREEMENT (hereinafter the “Agreement”)
is made and entered into effective as of the
       day of February,
2010, by                                           ,
a
                                          
(“Contributor”) in favor of EXTRA SPACE STORAGE LP, a Delaware limited partnership (“Acquiror”).


 


R E C I T A L S:


 


A.            Concurrently with
the execution of this Agreement and pursuant to that certain Contribution
Agreement dated
                                            ,
between Contributor and others and Acquiror, Contributor has conveyed certain
real and personal property to Acquiror in exchange for an interest as a limited
partner of Acquiror and Acquiror has issued to Contributor
                    
Participating Preferred OP Units (hereinafter the “Contributor OP Units”) (as
more particularly defined in that certain Second Amended and Restated Agreement
of Limited Partnership of Extra Space Storage LP dated as of
                              ,
2007 (the “Partnership Agreement”)).


 


B.            Contributor desires
to execute this Agreement to evidence Contributor’s agreement to and adoption
of the Partnership Agreement.


 


NOW,
THEREFORE, for and in consideration of the issuance of the foregoing limited
partnership interests to Contributor and other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged by
Contributor, Contributor hereby adopts, accepts, and agrees to be bound by all
of the terms and provisions of the Partnership Agreement, as the Partnership
Agreement may hereafter be amended, modified, or restated, and to perform all
of the obligations therein imposed upon a limited partner of Contributor with
respect to the Contributor OP Units.


 


DATED
effective as of the day and year first above written.


 


	
   

  	
  CONTRIBUTOR:

  
	
   

  	
   

  
	
   

  	
  AAAAA RENT-A-SPACE
                        ,
  a                 
  limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KN Productions, Inc.,
  a California

  
	
   

  	
   

  	
  corporation

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Knuppe

  
	
   

  	
   

  	
  Its:

  	
  President

  



 


1

















 


EXHIBIT “H”


 


PRORATION REVIEW


 


1.             Post Closing Proration Review.  Within sixty (60) calendar days after
Closing, Acquiror shall, in good faith, review the prorations as of the
Proration Date as set forth in the Agreement (the “Proration
Review”) and shall send a copy of the Proration Review to
Contributors.  Acquiror expressly
acknowledges and agrees that the prorations of the Rentals shall not be subject
to the Proration Review.  Acquiror and
Contributors shall each have an opportunity to provide the other with a review
(a “Review”) of the Proration Review setting forth in reasonable detail any
discrepancy which it has discovered in the prorations made at the Closing or in
the Proration Review.  If either party to
which the Proration Review is presented does not provide the other party with a
Review within thirty (30) days after receipt of the Proration Review, such
party shall be deemed to be in agreement with the Proration Review.  If either party to which any such Review is
presented disagrees with such Review, it shall give written notice (the “Disagreement
Notice”) to the other party within thirty (30) days after receipt of such
Review (and, if no such notice is given, the party to which such Review was
presented shall be deemed to agree with it). 
Such Disagreement Notice shall detail all points of disagreement.  If Contributors and Acquiror do not resolve
such disagreement within ten (10) business days after delivery of the
Disagreement Notice, the parties shall proceed to mediation.  If the parties agree or are deemed to agree with
either the Proration Review or the Review or if there is an settlement reaches
at the mediation, then Contributors or Acquiror shall, as applicable, pay to
the other party, in cash, the amount owed within thirty (30) days of the date
of such agreement or deemed agreement or such mediated settlement, as
applicable.


 


2.             Dispute Resolution.  Any controversy or claim between or among the
parties hereto relating to or arising from the Review that is no resolved
during the ten (10) business day negotiation period described above, shall
be submitted to JAMS for mediation. 
Either party may commence mediation by providing to JAMS and the other
party a written request for mediation, setting forth the subject of the dispute
and the relief requested. The parties will cooperate with JAMS and with one
another in selecting a mediator from JAMS panel of neutrals, and in scheduling
the mediation proceedings. The parties covenant that they will participate in
the mediation in good faith, and that they will share equally in its costs. All
offers, promises, conduct and statements, whether oral or written, made in the
course of the mediation by any of the parties, their agents, employees, experts
and attorneys, and by the mediator and any JAMS employees, are confidential, privileged
and inadmissible for any purpose, including impeachment, in any litigation or
other proceeding involving the parties, provided that evidence that is
otherwise admissible or discoverable shall not be rendered inadmissible or
non-discoverable as a result of its use in the mediation. Either party may seek
equitable relief prior to the mediation to preserve the status quo pending the
completion of that process. Except for such an action to obtain equitable
relief, neither party may commence a civil action with respect to the matters
submitted to mediation until after the completion of the initial mediation
session, or 45 days after the date of filing the written request for mediation,
whichever occurs first. Mediation may continue after the commencement of a
civil action, if the parties so desire. The provisions of this clause may be
enforced by any court of competent jurisdiction.


 


H-1

















 


EXHIBIT “I”


(Schedule of Rental
Concessions)


 


The rental concessions
described in the attachments to an email dated December 7, 2006 from
counsel for Contributors to counsel for Acquirors


 


I-1

















 


EXHIBIT “J”


(Description of Colma
Improvements)


 


·complete
existing driveway/ramp


·complete
landscaping and fencing at the front of the property


·install signage


·remove front
gate


·clean-up
construction debris


 


J-1






 










 


EXHIBIT “K”


(Accredited Investor
Questionnaire)


 


INVESTOR QUESTIONNAIRE


 


	
  To:

  	
  Extra
  Space Storage LP

  
	
   

  	
  2795
  E. Cottonwood Parkway, #400

  
	
   

  	
  Salt
  Lake City, Utah 84121

  



 


Ladies
and Gentlemen:


 


In
connection with the potential investment by the undersigned (the “Investor”) in
securities (the “Securities”) of Extra Space Storage, LP, a Delaware limited
partnership (the “Company”), the Investor is required to complete and deliver
this Investor Questionnaire (the “Questionnaire”). The Investor has been
informed that the Securities have not been registered under the Securities Act
of 1933, as amended (the “Securities Act”), or the securities laws of any state
or any foreign jurisdiction and that sales of the Securities will be made
pursuant to the private placement exemptions from registration provided in Section 4(2) of
the Securities Act and Regulation D thereunder, and exemptions from
registration under state securities laws.


 


The
Investor understands that the following information is needed in order to
ensure compliance with the requirements of applicable federal and state
exemptions from securities registration requirements, and to determine whether
the Investor meets the standards required for investing in the Company.  The Investor also understands that the purpose
of this Questionnaire is to enable the Company to discharge its
responsibilities under applicable federal and state laws, and that the Company
will rely upon the information contained in this Questionnaire.  Accordingly, the Investor represents and warrants
to the Company as follows:


 


(i)            The information contained in this
Questionnaire is true, complete and accurate and may be relied upon by the
Company.


 


(ii)           The Investor understands and agrees
that the Company may present this Questionnaire and the information provided in
answers to such parties as it deems advisable if called upon to establish the
availability of an applicable exemption under any federal or state securities
law or if the contents of the Questionnaire are relevant to any issue in any investigation,
action, suit or proceeding to which the Company or any of its respective
affiliates is a party or by which any of them is or may be affected.


 


The
Investor understands that this Questionnaire does not constitute an offer by
the Company to sell the Securities to the Investor, but is merely a request for
information.


 


K-1

















 


Accredited Investor Status


 


The
undersigned qualifies as an “accredited investor” pursuant to Regulation D
under the Securities Act of 1933, as amended (the “Act”) as a result of his,
her or its status as (check the appropriate description(s)):


 


	
  o

  	
   

  	
  A
  natural person with a net worth, or joint net worth with his or her spouse,
  exceeding $1,000,000, at the time of purchase.

  
	
  o

  	
   

  	
  A
  natural person who had an individual income in excess of $200,000 in each of
  the two most recent years, or joint income with that person’s spouse in
  excess of $300,000 in each of those years, and who reasonably expects to
  reach the same income level in the current year.

  
	
  o

  	
   

  	
  A
  director, executive officer, or general partner of the issuer of the
  securities being offered or sold, or any director, executive officer, or
  general partner of a general partner of that issuer.

  
	
  o

  	
   

  	
  A
  corporation, an organization described in Section 501(c)(3) of the
  Internal Revenue Code, a Massachusetts or similar business trust, or
  partnership, not formed for the specific purpose of acquiring the securities
  offered, with total assets in excess of $5,000,000.

  
	
  o

  	
   

  	
  A
  trust, with total assets in excess of $5,000,000, not formed for the specific
  purpose of acquiring the securities offered, whose purchase is directed by a
  person who has such knowledge and experience in financial and business
  matters that he or she is capable of evaluating the merits and risks of the
  prospective investment.

  
	
  o

  	
   

  	
  A
  bank as defined in Section 3(a)(2) of the Act, whether acting in
  its individual or fiduciary capacity.

  
	
  o

  	
   

  	
  A
  savings and loan association or other institution as defined in
  Section 3(a)(5)(A) of the Act, whether acting in its individual or
  fiduciary capacity.

  
	
  o

  	
   

  	
  A
  broker or dealer registered pursuant to Section 15 of the Securities
  Exchange Act of 1934.

  
	
  o

  	
   

  	
  An
  insurance company as defined in Section 2(13) of the Act.

  
	
  o

  	
   

  	
  An
  investment company registered under the Investment Company Act of 1940, or a
  business development company as defined in Section 2(a)(48) of that act.

  
	
  o

  	
   

  	
  A
  small business investment company licensed by the Small Business
  Administration under Section 301(c) or (d) of the Small Business
  Investment Act of 1958.

  
	
  o

  	
   

  	
  A
  plan established and maintained by a state, or its political subdivisions, or
  any agency or instrumentality of a state or its political subdivisions, for
  the benefit of its employees, if such plan has total assets in excess of
  $5,000,000.

  
	
  o

  	
   

  	
  An
  employee benefit plan within the meaning of the Employee Retirement Income
  Security Act of 1974 if:

   

  (a)        the investment decision is made by a
  plan fiduciary, as defined in Section 3(21) of such act, which is either
  a bank, savings and loan association, insurance company, or registered
  Investment Adviser;

   

  (b)        the employee
  benefit plan has total assets in excess of $5,000,000, or

  



 


K-2

















 


	
   

  	
   

  	
  (c)        it is a self-directed plan with
  investment decisions made solely by persons that are “accredited investors”
  under any one or more of the categories specified in paragraphs 1
  through 15 herein.

  
	
  o

  	
   

  	
  A
  private business development company as defined in Section 202(a)(22) of
  the Investment Advisers Act of 1940.

  
	
  o

  	
   

  	
  An entity in which all of the equity owners are “accredited
  investors” under any one or more of the categories specified above.

   

  If
  the Investor is a trust, please identify if the trust is revocable or
  irrevocable by checking one of the following boxes.

   

  o       Revocable Trust  —  If
  it is a revocable trust which may be amended or revoked at any time by the
  grantor(s), each grantor of the trust must be an Accredited Investor.  Please have the trustee of the revocable
  trust complete the information required below regarding each grantor.  By marking the box next to each grantor,
  the trustee represents and warrants that the grantor is an individual
  “Accredited Investor” and meets one of the standards set forth in this
  questionnaire.

   

  Name of Grantor(s)    Confirmation
  of Status

  as Accredited Investor Appropriate Section to Qualify as
  Accredited Investor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  o

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  o

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  o

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  o

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o       Irrevocable Trust — If it is an
  Irrevocable trust, please contact the Company for additional inquiries.

  



 


K-3

















 


Indemnification


 


The
Investor agrees to indemnify and hold harmless the Company and its respective
stockholders, officers, directors, counsel and affiliates (collectively, “Indemnitees”)
from and against any and all damages suffered and liabilities, expenses and
losses incurred by any of the Indemnitees (including costs of investigation,
defense and reasonable attorneys’ fees) arising out of or relating to any
untrue statement of fact, omission or inaccuracy made by the Investor in this
Questionnaire.  If the Investor is more
than one individual or entity, the obligation of the Investors to the
Indemnitees shall be joint and several, and each of the representations,
warranties and acknowledgments contained in this Questionnaire shall be deemed
to be made by and be binding upon each such person or entity, and his, her or
its heirs, executors, administrators, successors and assigns.


 


IF INDIVIDUAL


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
				



 


Dated:                              ,
200   


 


 


IF CORPORATION OR OTHER ENTITY


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
				



 


 


Dated:                              ,
200   


 


K-4

















 


EXHIBIT “L”


(Schedule of Protected Gain)


 


	
  Property

  	
   

  	
  Protected Gain

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Alameda I & II

  	
   

  	
  $

  	
  15,285,232.00

  	
   

  
	
  Berkeley I & II

  	
   

  	
  20,500,142.00

  	
   

  
	
  Castro Valley

  	
   

  	
  2,933,672.00

  	
   

  
	
  Colma

  	
   

  	
  25,073,129.00

  	
   

  
	
  Hayward

  	
   

  	
  10,480,463.00

  	
   

  
	
  Kahului

  	
   

  	
  15,302,717.00

  	
   

  
	
  Kapolei

  	
   

  	
  24,638,669.00

  	
   

  
	
  San Leandro

  	
   

  	
  13,293,674.00

  	
   

  
	
  San Pablo I & II

  	
   

  	
  5,153,364.00

  	
   

  
	
  Vallejo

  	
   

  	
  3,109,783.00

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  135,770,845.00

  	
   

  



 


L-1

















 


EXHIBIT “M”


(Schedule of
Allocated Share of the Gross Dollar Value)


 


	
  Property

  	
   

  	
  Allocated Share of the
  Gross

  Dollar Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Alameda I and Alameda II

  	
   

  	
  $

  	
  15,962,725.00

  	
   

  
	
  Berkeley I and Berkeley II

  	
   

  	
  $

  	
  20,785,923.00

  	
   

  
	
  Castro Valley

  	
   

  	
  $

  	
  5,804,034.00

  	
   

  
	
  Colma

  	
   

  	
  $

  	
  25,885,067.00

  	
   

  
	
  Hayward

  	
   

  	
  $

  	
  11,037,720.00

  	
   

  
	
  Kahului I and Kahului II

  	
   

  	
  $

  	
  19,195,160.00

  	
   

  
	
  Kapolei

  	
   

  	
  $

  	
  28,579,748.00

  	
   

  
	
  San Leandro

  	
   

  	
  $

  	
  14,245,579.00

  	
   

  
	
  San Pablo I and San Pablo
  II

  	
   

  	
  $

  	
  5,406,795.00

  	
   

  
	
  Vallejo

  	
   

  	
  $

  	
  3,297,249.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  150,200,000.00

  	
   

  



 


M-1