EX-4.1



 Exhibit 4.1 

REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 4, 2014 to be effective at 11:59
p.m. PDT on August 31, 2014, is made and entered into by and among Strategic Storage Trust, Inc., a Maryland corporation (the “Company”), Strategic Storage Holdings, LLC, a Delaware limited liability company
(“SSH”), Strategic Storage Advisor, LLC, a Delaware limited liability company (the “SS Advisor”), USA Self Storage Advisor LLC, a Delaware limited liability company (the “REIT I
Advisor”), USA SS REIT II Advisor, LLC, a Delaware limited liability company (the “REIT II Advisor”) and Churchill TRI, LLC, a Nevada limited liability company (“CS”). SSH, SS Advisor,
REIT I Advisor, REIT II Advisor, CS and any other Person holding OP Units and becoming party to this Agreement is each referred to herein as a “Holder” and collectively as the “Holders.” Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in Section 1. 
 WHEREAS, the Company, Strategic
Storage Operating Partnership, L.P., a Delaware limited partnership (“SS OP”) and SSH have entered into a contribution agreement (the “SSH Contribution Agreement”), pursuant to which SSH has
contributed all of its right, title and interest to certain assets more specifically described in the Contribution Agreement to SS OP in exchange for cash and units of limited partnership interest of SS OP (“Partnership
Units”) redeemable for cash or exchangeable, at the Company’s option, for shares of the Company’s common stock (“Common Stock”), in accordance with the terms of the Partnership Agreement; and 

WHEREAS, the Company, SS OP and CS have entered into a contribution agreement (the “CS Contribution Agreement”)
pursuant to which CS has contributed all of its right, title and interest in the TI Interest (as defined in the CS Contribution Agreement) to SS OP in exchange for cash and OP Units; and 

WHEREAS, SS OP, SS Advisor, REIT I Advisor, REIT II Advisor, USA Self Storage Operating Partnership, LP, a Maryland limited partnership (the
“REIT I OP”) and USA SS REIT II Operating Partnership, L.P., a Delaware limited partnership (the “REIT II OP”) have entered into a Limited Partner Interest Contribution Agreement (the “LPI
Contribution Agreement” and together with the SSH Contribution Agreement and the CS Contribution Agreement, the “Contribution Agreements”) pursuant to which: (i) SS Advisor has contributed its special
limited partner interest in SS OP to SS OP; (ii) REIT I Advisor has contributed its special limited partner interest in SS OP and its Class B Limited Partnership Units in REIT I OP to SS OP; and (iii) REIT II Advisor has contributed its
special limited partner interest in SS OP and its Class B Limited Partnership Units in REIT II OP to SS OP, each in exchange for Partnership Units and Class B Limited Partnership Units in SS OP (the “Class B Units” and
collectively with the Partnership Units, the “OP Units”), which Class B Units are convertible into Partnership Units in accordance with their terms. 

WHEREAS, the Company desires to enter into this Agreement with the Holders in order to grant the Holders the registration rights contained
herein; and 
 WHEREAS, each of SSH, CS, SS Advisor, REIT I Advisor and REIT II Advisor contributed its portion of the various assets
contributed pursuant to the Contribution Agreements in consideration of receiving, among other things, the registration rights set forth herein. 

NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 Section 1.
Definitions. As used in this Agreement, the following terms shall have the following meanings: 
 “Affiliate”
shall mean, when used with reference to a specified Person, (i) any Person that directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the specified Person; (ii) any Person
who, from time to time, is a member of the immediate family of a specified Person; (iii) any Person who, from time to time, is an officer or director or manager of a specified Person; or (iv) any Person who, directly or indirectly, is the
beneficial owner of 50% or more of any class of equity securities or other ownership interests of the specified Person, or of any Person of which the specified Person is directly or indirectly the owner of 50% or more of any class of equity
securities or other ownership interests. 







 “Agreement” shall mean this Registration Rights Agreement as originally
executed and as amended, supplemented or restated from time to time. 
 “Board” shall mean the Board of Directors of
the Company and any successor governing body of the Company or any successor of the Company. 
 “Business Day” shall
mean each day other than a Saturday, a Sunday or any other day on which banking institutions in the State of New York are authorized or obligated by law or executive order to be closed. 

“Class B Units” shall have the meaning set forth in the Recitals hereto. 

“Common Stock” shall have the meaning set forth in the Recitals hereto. 

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

“Company” shall have the meaning set forth in the introductory paragraph hereof and includes the Company’s
successors by merger, acquisition, reorganization or otherwise. 
 “Continuous Offering Registration Statement”
shall have the meaning set forth in Section 2(a) hereof. 
 “Contribution Agreements” shall have the
meaning set forth in the Recitals hereto. 
 “Control” (including the terms “Controlling,”
“Controlled by” and “under common Control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person through the
ownership of Voting Power, by contract or otherwise. 
 “CS Contribution Agreement” shall have the meaning set forth
in the Recitals hereto. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended (or any
corresponding provision of succeeding law), and the rules and regulations thereunder. 
 “Holder” and
“Holders” have the meanings set forth in the introductory paragraph above. 
 “Listing Date”
shall mean the date upon which the Company’s Common Stock becomes available for trading pursuant to the initial listing of such Common Stock on a “national securities exchange”, as such term is defined under the Exchange Act. 

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

“OP Units” shall have the meaning set forth in the Recitals hereto. 

“Partnership Agreement” means the Third Amended and Restated Limited Partnership Agreement of SS OP, entered into on
September 4, 2014 to be effective at 11:59 p.m. PDT on August 31, 2014, as the same may be amended, modified or restated from time to time. 

“Partnerships Units” shall have the meaning set forth in the Recitals hereto. 

“Person” shall mean any individual, partnership, corporation, limited liability company, joint venture, association,
trust, unincorporated organization or other governmental or legal entity. 
 “Piggy-Back Registration” shall have
the meaning set forth in Section (b)(i) hereof. 
 “Registrable Securities” shall mean, at any time, a
class of equity securities of the Company or of a successor to the entire business of the Company which (i) are the shares of Common Stock that may be acquired by each Holder in connection with the exercise by such Holder of the exchange rights
associated with the OP Units and (ii) are of a class of securities that are listed for trading on a national securities exchange; provided, however, such 







 
Registrable Securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such Registrable Securities shall have been declared effective
by the Commission and all such Registrable Securities shall have been disposed of in accordance with such registration statement, (B) such Registrable Securities shall have been sold in accordance with Rule 144 (or any successor provision)
under the Securities Act, (C) such Registrable Securities have ceased to be outstanding, or (D) such Registrable Securities have otherwise been transferred in a transaction that constitutes a sale thereof under the Securities Act, the
Company has delivered to the Holder’s transferee a new certificate or other evidence of ownership for such shares not bearing the Securities Act restricted stock legend and such shares may subsequently be resold or otherwise transferred by such
transferee without registration under the Securities Act. 
 “Registration Expenses” shall mean (i) the fees
and disbursements of counsel and independent public accountants for the Company incurred in connection with the Company’s performance of or compliance with this Agreement, including the expenses of any special audits or “comfort”
letters required by or incident to such performance and compliance, and any premiums and other costs of policies of insurance obtained by the Company against liabilities arising out of the sale of any securities and (ii) all registration,
filing and stock exchange fees, all fees and expenses of complying with securities or “blue sky” laws, all fees and expenses of custodians, transfer agents and registrars, all printing expenses, messenger and delivery expenses;
provided, however, Registration Expenses shall not include any out-of-pocket expenses of the Holders, transfer taxes, underwriting or brokerage commissions or discounts associated with effecting any sales of Registrable Securities that
may be offered, or legal expenses of any Holder or group of Holders, which expenses shall be borne by each Holder of Registrable Securities on a pro rata basis with respect to the Registrable Securities so sold. 

“REIT I Advisor” has the meaning set forth in the introductory paragraph above. 

“REIT I OP” shall have the meaning set forth in the Recitals hereto. 

“REIT II Advisor” has the meaning set forth in the introductory paragraph above. 

“REIT II OP” shall have the meaning set forth in the Recitals hereto. 

“Rule 144” shall mean Rule 144 promulgated by the Commission under the Securities Act. 

“Securities Act” shall mean the Securities Act of 1933, as amended (or any successor corresponding provision of
succeeding law), and the rules and regulations thereunder. 
 “SS Advisor” has the meaning set forth in the
introductory paragraph above. 
 “SSH Contribution Agreement” shall have the meaning set forth in the Recitals
hereto. 
 “SS OP” has the meaning set forth in the Recitals hereto. 

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

Section 2. Continuous Offering Registration; Piggy-Back Registration. 

(a) Continuous Offering Registration. 

(i) The Company agrees to prepare and file with the Commission, not earlier than the Listing Date and no later than six months
following the Listing Date, a registration statement under Rule 415 of the Securities Act or any successor rule thereto for the offering on a continuous or delayed basis in the future covering resales of the Registrable Securities (the
“Continuous Offering Registration Statement”), and will use commercially reasonable efforts to cause such Continuous Offering Registration Statement to be 







 
declared effective by the Commission as soon as practicable thereafter. The Continuous Offering Registration Statement shall be on an appropriate form, as determined by the Company, and the
Continuous Offering Registration Statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders may from time to time specify in a notice to
the Company. In addition to any other rights and remedies the Holders may have, in the event that the Company fails to file, or if filed fails to maintain the effectiveness of, a Continuous Offering Registration Statement, the Holders may
participate in a Piggy-Back Registration pursuant to Section 2(b) hereof, subject to the limitations set forth herein; provided that, if and so long as a Continuous Offering Registration Statement is on file and effective, then
the Company shall have no obligation to allow participation in a Piggy-Back Registration. 
 (ii) Effectiveness. The
Company shall use commercially reasonable efforts to keep the Continuous Offering Registration Statement continuously effective for the period beginning on the date on which the Continuous Offering Registration Statement is declared effective by the
Commission and ending on the date that all of the Registrable Securities registered under the Continuous Offering Registration Statement cease to be Registrable Securities. During the period that the Continuous Offering Registration Statement is
effective, the Company shall supplement or make amendments to the Continuous Offering Registration Statement, as required by the Securities Act or other law, including to reflect any specific plan of distribution or method of sale, and shall use its
commercially reasonable efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing. 

(b) Piggy-Back Registration. 

(i) Subject to Section 2(a) hereof, if the Company proposes to file a registration statement under the Securities
Act with respect to an underwritten equity offering by the Company for its own account or for the account of any of its security holders of any class of security (other than (1) a registration statement on Form S-4 or S-8 (or any substitute
form that may be adopted by the Commission), (2) a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing securities holders, or (3) any registration statement
filed prior to the date which is six months following the Listing Date), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) days before the anticipated
filing date), and such notice shall offer the Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”); provided, however, that in no
event shall the Company be required to register in a Piggy-Back Registration any Registrable Securities registered pursuant to an effective Continuous Offering Registration Statement. 

(ii) Reduction of Offering. Notwithstanding anything contained herein, if in the opinion of the managing underwriter or
underwriters of an offering described in Section 2(b)(i) hereof, the (1) size of the offering that the Holders, the Company and such other Persons intend to make or (2) kind of securities that the Holders, the Company and/or
any other Persons intend to include in such offering are such that the success of the offering would be adversely affected by inclusion of the Registrable Securities requested to be included, then (A) if the size of the offering is the basis of
such underwriter’s opinion, the amount of Registrable Securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce
the total amount of Registrable Securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided that, if the securities are being offered for the account of other Persons as well as
the Company, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the
amount of such class of the securities intended to be offered by such other Persons is reduced; and (B) if the combination of the securities to be offered is the basis of such underwriter’s opinion, (x) the Registrable Securities to
be included in such offering shall be reduced as described in clause (A) above (subject to the proviso in clause (A)) or (y) if the actions described in clause (x) would, in the opinion of the managing underwriter or underwriters, be
insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. 







 Section 3. Black-Out Periods and Restrictions on Transfer. 

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

(b) Each Holder agrees in connection with the redemption of OP Units in exchange for Registrable Securities, that, upon receipt of any notice
from the Company of the happening of any event of the kind described in this Section 3, such Holder will forthwith discontinue its disposition of Registrable Securities pursuant to the Continuous Offering Registration Statement
relating to such Registrable Securities until such Holder’s receipt of the notice of completion of such material transaction. 
 (c)
The Holders further acknowledge and agree that their respective OP Units and the Registrable Securities for which they may be exchanged are subject to the restrictions on transfer contained in Section 6.7 of the SSH Contribution Agreement,
Section 6.7 of the CS Contribution Agreement and Section 14 of the LPI Contribution Agreement as such provisions are applicable to the respective Holders in accordance with the terms of the Contribution Agreements. 

Section 4. Registration Procedures. 

(a) In connection with the filing of the Continuous Offering Registration Statement as provided by this Agreement, until the Registrable
Securities cease to be Registrable Securities, the Company shall use its best efforts to, as expeditiously as practicable: 
 (i) furnish to
each Holder of the Registrable Securities being registered, without charge, such number of conformed copies of such Continuous Offering Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits)
other than those which are being incorporated into such Continuous Offering Registration Statement by reference, such number of copies of the prospectus contained in such Continuous Offering Registration Statement (including each complete prospectus
and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act in conformity with the requirements of the Securities Act, and such other documents, including documents incorporated by reference, as such Holder may
request; 
 (ii) register or qualify all Registrable Securities under such other securities or “blue sky” laws of such
jurisdictions as the Holders and the underwriters of the Registrable Securities being registered, if any, shall request, but only to the extent legally required to do so, to keep such registration or qualification in effect for so long as such
Continuous Offering Registration Statement remains in effect, to allow the Holders to consummate the disposition in such jurisdiction of the securities owned by the Holders; 

(iii) notify the Holders at any time when the Company becomes aware during any period during which a prospectus for Registrable Securities is
required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Continuous Offering Registration Statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and promptly prepare and file a supplement or prepare, file and
obtain effectiveness of a post-effective amendment to the Continuous Offering Registration Statement and, at the request of the Holders, furnish to the Holders a reasonable number of copies of a supplement to, or an amendment of, such prospectus as








 
may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; 

(iv) comply or continue to comply in all material respects with the Securities Act and the Exchange Act and with all applicable rules and
regulations of the Commission thereunder so as to enable any Holder to sell its Registrable Securities pursuant to the Continuous Offering Registration Statement; 

(v) provide a transfer agent and registrar for all Registrable Securities covered by such Continuous Offering Registration Statement not later
than the effective date of such Continuous Offering Registration Statement; 
 (vi) cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to be sold (if the Registrable Securities are then certificated) and not bearing any Securities Act legend; and enable certificates for such Registrable Securities to be
issued for such number of shares and registered in such names as the Holders may reasonably request in writing at least two Business Days prior to any sale of Registrable Securities; 

(vii) list all Registrable Securities covered by such Continuous Offering Registration Statement on any securities exchange or national
quotation system on which any such class of securities is then listed or quoted and cause to be satisfied all requirements and conditions of such securities exchange or national quotation system to the listing or quoting of such Registrable
Securities that are reasonably within the control of the Company including, without limitation, registering the applicable class of Registrable Securities under the Exchange Act, if appropriate, and using commercially reasonable efforts to cause
such registration to become effective pursuant to the rules of the Commission; 
 (viii) in connection with any sale, transfer or other
disposition by any Holder of any Registrable Securities pursuant to Rule 144, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any
Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such name as the Holders may reasonably request in writing at least two Business Days prior to any sale of Registrable
Securities pursuant to Rule 144;
 (ix) notify the Holders, promptly after it shall receive notice thereof, of the time when such Continuous
Offering Registration Statement, or any post-effective amendments to the Continuous Offering Registration Statement, shall have become effective, or a supplement to any prospectus forming part of such Continuous Offering Registration Statement has
been filed or when any document is filed with the Commission which would be incorporated by reference into the prospectus; 
 (x) notify the
Holders of any request by the Commission for the amendment or supplement of such Continuous Offering Registration Statement or prospectus or for additional information; and 

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

(b) In connection with the filing of any Continuous Offering Registration Statement covering Registrable Securities, each Holder shall furnish
in writing to the Company such information regarding such Holder (and any of his, her or its Affiliates), the intended method of distribution of such Registrable Securities and such other 







 
information requested by the Company as is necessary or advisable for inclusion in the Continuous Offering Registration Statement relating to such offering pursuant to the Securities Act,
including, without limitation, any information required by Item 507 of Regulation S-K promulgated under the Securities Act as may be amended from time to time. 

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

(a) Indemnification by the Company. The Company agrees to indemnify and hold harmless each Holder, its members, partners, officers,
directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or any other Person on behalf of such Holder, and each Person, if any, who Controls such Holder, together with
the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person, against any losses, claims, damages, liabilities and expenses (including,
without limitation, reasonable attorneys’ fees), to which a Holder or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of, or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were
registered and sold under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) any violation or alleged violation of the Securities Act or
state securities laws or rules thereunder by the Company that relate to any action or inaction by the Company in connection with such registration statement, and the Company will reimburse such Person for any reasonable legal or any other expenses
reasonably incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided, however, that the Company shall not be liable to, or required to indemnify, any Holder
under this Section 5(a) in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon, an untrue statement or omission made in such
registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any such Holder or on such Holder’s
behalf. The indemnity contained in this Section 5(a) shall survive the transfer of such securities by a Holder made pursuant to Section 7(h) hereof. 

(b) Indemnification by the Holder. Each Holder agrees to indemnify and hold harmless the Company, each present or past member of the
Board, each past or present officer, employee, retained professional, agent and investment adviser, each past or present external advisor or manager, of the Company, underwriter, broker or other Person acting on behalf of the Holder, and each other
Person, if any, who Controls any of the foregoing, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Person, against any
losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees), to which the Company or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement of a material fact in or omission to state a material fact from
such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment 







 
or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information provided by such Holder or on such Holder’s
behalf, or (ii) any violation of the Securities Act or state securities laws or rules thereunder by such Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any
such Board member, officer, employee, agent, investment adviser or Controlling Person and shall survive the transfer of such securities by any Holder. The obligation of a Holder to indemnify will be several and not joint, among the Holders of
Registrable Securities and shall be limited to the net proceeds (after underwriting fees, commissions or discounts) actually received by such Holder from the sale of Registrable Securities pursuant to such registration statement. 

(c) Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding paragraphs of this Section 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give prompt written notice to the latter of the
commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this
Section 5, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to assume the defense thereof, for itself, if applicable, and any such
indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to the indemnified party for any legal or other expenses
subsequently incurred by the latter in connection with the defense thereof; provided, that if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified
party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action
seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without
such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling
such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. The indemnifying party shall not, without the
consent of the indemnified party, consent to any judgment or settlement that (i) does not contain a full and unconditional release of the indemnified party from all liability concerning any claim or litigation; (ii) includes a statement
about or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party; or (iii) commits any indemnified party to take, or hold back from taking, any action. 

(d) Indemnification Payments. To the extent that the indemnifying party does not assume the defense of an action brought against the
indemnified party as provided in Section 5(c) hereof, or assumes such defense and thereafter does not diligently pursue the same to conclusion the indemnified party (or parties if there is more than one) shall be entitled to the
reasonable legal expenses of common counsel for the indemnified party (or parties). In such event, however, the indemnifying party will not be liable for any settlement effected without the written consent of such indemnifying party, which consent
shall not be unreasonably withheld. The indemnification required by this Section 5 shall be made by periodic payments of the amount thereof during the course of an investigation or defense, as and when bills are received or expense,
loss, damage or liability is incurred. 
 (e) Contribution. If, for any reason, the foregoing indemnity is unavailable, or is
insufficient to hold harmless an indemnified party, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of the expense, loss, damage or liability, (i) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission
relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission) or (ii) if the
allocation provided by subclause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in the proportion as is appropriate to reflect not only the relative fault
of the indemnifying party and the indemnified party, but also the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other, as well as any other relevant equitable








 
considerations. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any
indemnifying party who was not guilty of such fraudulent misrepresentation. 
 Section 6. Covenants Relating To Rule 144. In compliance
with either Section 13 or 15(d) of the Exchange Act, the Company covenants that it will file any reports required to be filed by it under the Securities Act and the Exchange Act and that it will take such further action as any Holder may
reasonably request, all to the extent required from time to time to enable Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such rule may be amended from time to time or (ii) any similar rule or regulation hereafter adopted by the Commission. 
 Section
7. Miscellaneous. 
 (a) Termination; Survival. The rights of each Holder under this Agreement shall terminate on the earlier of
(i) the date on which such Holder no longer holds any Registrable Securities, and (ii) the date that all of the Registrable Securities held by such Holder may be sold during any three-month period in a single transaction or series of
transactions without volume limitations under Rule 144 (or any successor provision) under the Securities Act. Notwithstanding the foregoing, the obligations of the parties under Section 5 hereof and paragraphs (d), (e) and
(g) of this Section 7 shall survive the termination of this Agreement. 
 (b) Expenses. All Registration Expenses
incurred in connection with any Continuous Offering Registration Statement under Section 2 hereof shall be borne by the Company, whether or not any Continuous Offering Registration Statement related thereto becomes effective. 

(c) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to each of the other parties. 

(d) Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. 

(e) Waiver Of Jury Trial; Forum. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. EACH PARTY SHALL BRING ANY ACTION AGAINST ANY OTHER PARTY IN CONNECTION WITH THIS AGREEMENT IN A FEDERAL OR STATE COURT LOCATED IN ORANGE COUNTY, CALIFORNIA, CONSENTS TO THE
JURISDICTION OF SUCH COURTS, AND WAIVES ANY RIGHT TO HAVE ANY PROCEEDING TRANSFERRED FROM SUCH COURTS ON THE GROUND OF IMPROPER VENUE OR INCONVENIENT FORUM. 

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

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

			
	If to the Holder:	  	To the address set forth beside the respective Holder’s signature
		
	If to the Company:	  	 Strategic Storage Trust, Inc.
 111 Corporate
Drive, Suite 120
 Ladera Ranch, California 92694
 Attention: H.
Michael Schwartz










			
		  	 Email: hms@strategiccapital.net
  

with a copy to:
  

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
 3414
Peachtree Road, NE
 Suite 1600
 Atlanta, GA 30326

Attention: Michael K. Rafter
 Email:
mrafter@bakerdonelson.com


 (h) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
successors and permitted assigns of each of the parties thereto. The Company may assign its rights or obligations hereunder to any successor to the Company’s business or with the prior written consent of Holders of a majority of the then
outstanding Registrable Securities, which consent will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, no assignee of the Company shall have any of the rights granted under this Agreement until such assignee
shall acknowledge its rights and obligations hereunder by a signed written agreement pursuant to which such assignee accepts such rights and obligations. Each of SSH, CS, SS Advisor, REIT I Advisor and REIT II Advisor may assign its rights under
this Agreement to its members in connection with any dissolution of any of them which results in the distribution of such Holder’s OP Units to its respective members; provided that each Person taking such assignment shall acknowledge in writing
its rights and obligations hereunder. In the event that SSH, CS, SS Advisor, REIT I Advisor or REIT II Advisor distributes OP Units in-kind to one or more of their respective members, then the recipient of such OP Units shall be permitted to join
this Agreement, and become a Holder, by executing an instrument of joinder, commercially reasonable in its terms, pursuant to which such Person accepts the rights and obligations of a Holder hereunder. Other than as permitted pursuant to the
preceding two sentences, no Holder may assign its rights under this Agreement without the consent of the Company, which the Company may withhold in its sole discretion. 

(i) Headings. Headings are included solely for convenience of reference and if there is any conflict between headings and the text of
this Agreement, the text shall control. 
 (j) Amendments And Waivers. The provisions of this Agreement may be amended or waived at
any time only by the written agreement of the Company and the Holders of a majority of the Registrable Securities; provided, however, that the provisions of this Agreement may not be amended or waived without the consent of the Holders
of all the Registrable Securities adversely affected by such amendment or waiver if such amendment or waiver adversely affects a portion of the Registrable Securities but does not so adversely affect all of the Registrable Securities;
provided, further, that the provisions of the preceding provision may not be amended or waived except in accordance with this sentence. Any waiver, permit, consent or approval of any kind or character on the part of any such Holders of
any provision or condition of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in writing. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each Holder of
Registrable Securities and the Company. 
 (k) Interpretation; Absence Of Presumption. For the purposes hereof, (i) words in the
singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) the terms “hereof,” “herein,” and “herewith” and words of
similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, paragraph or other references are to the sections, paragraphs, or other references
to this Agreement unless otherwise specified, (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless
otherwise specified, (iv) the word “or” shall not be exclusive and (v) provisions shall apply, when appropriate, to successive events and transactions. 

This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party
drafting or causing any instruments to be drafted. 
 (l) Severability. If any provision of this Agreement shall be or shall be held
or deemed by a final, non-appealable order by a competent authority to be invalid, inoperative or unenforceable, such circumstance shall not 







 
have the non-appealable effect of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable, but this Agreement shall be construed as if such invalid,
inoperative or unenforceable provision had never been contained herein so as to give full force and effect to the remaining such terms and provisions. 

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

(n) Attorneys’ Fees. Should any party hereto employ attorneys or arbitrators to bring an action or arbitration to enforce any of
the provisions hereof, the non-prevailing party in such action or arbitration shall pay the prevailing party all reasonable costs, charges, and expenses, including attorneys’ fees and costs, expended or incurred in connection therewith. 

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

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 







 IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of the date first written above. 
 STRATEGIC STORAGE TRUST, INC., 

a Maryland corporation 
  

			
	 By:
	 	 /s/ H. Michael Schwartz

	Name: H. Michael Schwartz
	Its: President and Chief Executive Officer

 HOLDERS: 
 Strategic
Storage Holdings, LLC, 
 a Delaware limited liability company 
  

			
	 By:
	 	 /s/ H. Michael Schwartz

	 Name:
	 	H. Michael Schwartz
	 Its:
	 	Manager

  

			
	 ADDRESS:
	 	Strategic Storage Holdings, LLC
		 	111 Corporate Drive, Suite 120
		 	Ladera Ranch, CA 92694

 Churchill TRI, LLC 
 a Nevada
limited liability company 
  

			
	 By:
	 	 /s/ H. Michael Schwartz

	 Name:
	 	H. Michael Schwartz
	 Its:
	 	Manager

  

			
	 ADDRESS:
	 	Churchill TRI, LLC
		 	1645 Village Center Circle
		 	Las Vegas, NV 89134

 STRATEGIC STORAGE ADVISOR, LLC 
  

			
	 By:
	 	 /s/ H. Michael Schwartz



			
	 Name:
	 	H. Michael Schwartz
	 Title:
	 	President

  

			
	 ADDRESS:
	 	Strategic Storage Advisor, LLC
		 	c/o Strategic Storage Holdings, LLC
		 	111 Corporate Drive, Suite 120
		 	Ladera Ranch, CA 92694

 [Signature Page to Registration Rights Agreement] 








			
	USA SELF STORAGE ADVISOR LLC
		
	By:	 	 /s/ H. Michael Schwartz



			
	Name:	 	  H. Michael Schwartz
	Title:	 	  President

  

			
	ADDRESS:	 	USA Self Storage Advisor LLC
		 	c/o Strategic Storage Holdings, LLC
		 	111 Corporate Drive, Suite 120
		 	Ladera Ranch, CA 92694

  

			
	USA SS REIT II ADVISOR, LLC
		
	By:	 	 /s/ H. Michael Schwartz



			
	Name:	 	  H. Michael Schwartz
	Title:	 	  President

  

			
	ADDRESS:	 	USA Self Storage Advisor LLC
		 	 c/o Strategic Storage Holdings, LLC
 111
Corporate Drive, Suite 120
 Ladera Ranch, CA 92694


 [Signature Page to Registration Rights Agreement – Continued]