Registration Rights Agreement



 Exhibit 4.8 
  

REGISTRATION RIGHTS AGREEMENT 
  
 This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2003 (the “Effective
Date”) by and between Shurgard Storage Centers, Inc., a Washington corporation (“Shurgard”), and the persons listed on Exhibit A hereto who have executed a counterpart signature page hereto, who immediately prior to
the effective time of the Merger (as such term is defined below) represented holders (collectively, the “Owners” and each individually an “Owner”) of the outstanding capital stock and membership interests, as the
case may be, of Two S Properties, Inc., Three S Properties, Inc, Superior Storage I, LLC, Superior Storage II, LLC and Superior Woodbury, LLC, Minnesota corporations and limited liability companies (collectively, the “Companies” and
each individually a “Company”). 
  
 RECITALS

  
 A. Shurgard, SSCI Minnesota Corporation (“Merger
Subsidiary”), the Companies, The Revocable Trust of Gerald A. Schwalbach and The Revocable Trust of Patrick L. Stotesbery, and Gerald A. Schwalbach and Patrick L. Stotesbery have entered into an Agreement and Plan of Merger dated as of
March 10, 2003, as amended and restated by Amended and Restated Agreement and Plan of Merger dated as of June 30, 2003 (the “Merger Agreement”), pursuant to which the Companies will merge with and into Merger Subsidiary, with Merger
Subsidiary to be the surviving corporation of the Merger (the “Merger”). 
  
 B. As a condition precedent to the consummation of the Merger, Section 2.13 of the Merger Agreement provides that Shurgard and the Owners will execute a Registration Rights Agreement pursuant to which the Owners will
be granted certain registration rights with respect to the shares of Class A common stock of Shurgard (the “Shurgard Common Stock”), that are issued or are issuable to the Owners in the Merger (the “Merger Shares”),
subject to the terms and conditions set forth in this Agreement. 
  
 C. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Merger Agreement. 
  
 NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

  

	1.	REGISTRATION RIGHTS 

  

	 	1.1	Definitions 

  
 For purposes of this Agreement, unless otherwise defined herein, capitalized terms listed herein shall have the following meanings:

  
 “Holder” shall mean any
person owning of record Registrable Securities that have not been sold to the public pursuant to an effective registration statement or any assignee of 

  









 
record of such Registrable Securities to whom rights under this Section 1 have been duly assigned in accordance with this Agreement. 
  
 “Prospectus” shall mean the prospectus
included in any Registration Statement filed pursuant to the provisions hereof (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement (including, without limitation, any prospectus supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by such Registration Statement), and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in
such Prospectus. 
  
 “Register,”
“registered” and “registration” shall mean a registration effected by preparing and filing with the SEC a registration statement in compliance with the Securities Act of 1933, as amended (the “Securities
Act”), and the declaration or ordering of effectiveness of such registration statement by the SEC. 
  
 “Registrable Securities” shall mean: (i) the Merger Shares and (ii) any shares of Shurgard Common Stock issued as a
dividend or other distribution with respect to, or in exchange for or in replacement of, the Merger Shares; excluding in all cases (x) any Registrable Securities transferred by a person in a transaction in which rights under this Section 1 are not
assigned in accordance with Section 2 or (y) any Registrable Securities sold in a public offering pursuant to a registration statement filed with the SEC. 
  
 “Registration Statement” shall have the meaning set forth in Section 1.2(a). 
  
 “Response Period” shall have the meaning
set forth in Section 1.6. 
  
 “SEC” shall mean the U.S. Securities and Exchange Commission.  
  

	 	1.2	Registration 

  
 (a) Shurgard shall prepare and file with the SEC on or before July 15, 2003, and use its best efforts to have declared effective as soon
as practicable thereafter, a registration statement (a “Registration Statement”) providing for the resale by the Holders of all of the Registrable Securities. Shurgard shall use its best efforts to keep the Registration Statement
continuously effective, pursuant to the rules, regulations or instructions under the Securities Act applicable to the registration statement used by Shurgard for such Registration Statement, for such period (the “Effectiveness
Period”) ending on the earlier of the date (i) that is two years after the date of the Effective Date, (ii) upon which all Registrable Securities have been registered and sold pursuant to the Registration Statement filed pursuant to this
Agreement or (iii) upon which all of the Registrable Securities originally issued or issuable pursuant to the Merger Agreement cease to meet the definition of Registrable Securities pursuant to Section 1.1. Notwithstanding the foregoing, if Shurgard
completes an underwritten public offering for Shurgard Common Stock prior to July 15, 2003 or if, at July 15, 2003, it is actively working with underwriters 

  

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toward an offering which is scheduled to occur prior to August 1, 2003, then it may delay the filing of the Registration Statement to September 1, 2003.

  
 (b) If a Holder shall propose to sell
Registrable Securities pursuant to the Registration Statement, such Holder shall deliver to Shurgard a notice (a “Shareholder Sale Notice”) notifying Shurgard of the number of shares of Registrable Securities such Holder intends to
sell in the ensuing 30 days, commencing one full business day following the Shareholder Sale Notice. The Shareholder Sale Notice shall be given in the form of an email or voicemail addressed to Shurgard’s General Counsel as follows: email, to
chrism@shurgard.com; or voicemail, to Chris McKay at 206-696-5111. Shurgard may change these notice addresses by written notice to the Holders as provided in Section 3.1. Unless otherwise specified in the Shareholder Sale Notice, such Shareholder
Sale Notice shall be deemed to constitute a representation that any information previously supplied by such Holder expressly for inclusion in the Registration Statement (as the same may have been superseded by subsequent such information) is
accurate as of the date of such Shareholder Sale Notice. The Holder giving the Shareholder Sale Notice may conduct the sales of Registrable Securities identified in the Shareholder Sale Notice during the prescribed 30-day period unless and until
Shurgard exercises its rights under Section 1.2(c). After expiration of the 30-day period or after such Holder has sold all of the Registrable Securities identified in the Shareholder Sale Notice, such Holder may make further sales of Registrable
Securities only after delivering an additional Shareholder Sale Notice to Shurgard as provided in this Section 1.2(b). 
  
 (c) Notwithstanding any other provision of this Section 1.2, Shurgard shall have the right at any time to prohibit or suspend offers and
sales of Registrable Securities whenever, and for so long as, in the reasonable judgment of Shurgard after consultation with counsel (i) there exists a material development or a potential material development with respect to or involving Shurgard
that Shurgard would be obligated to disclose in the Prospectus contained in the Registration Statement, which disclosure would in the good faith judgment of Shurgard be premature or otherwise inadvisable at such time and would have a material
adverse effect upon Shurgard and its shareholders, or (ii) an event has occurred that makes any statement made in the Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or which requires the making of any changes in the Registration Statement or Prospectus so that it will not contain any untrue statement of a material fact required to be stated therein or necessary to make the statements
therein not misleading or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. To effect such suspension or
prohibition, Shurgard shall deliver a certificate in writing to the Holders and, upon receipt of such certificate, the use of the Registration Statement and Prospectus will be deferred or suspended and will not recommence until (x) such
Holders’ receipt from Shurgard of copies of the supplemented or amended Prospectus or (y) such Holders are advised in writing by Shurgard that the Prospectus may be used. Shurgard will use its best efforts to ensure that the use of the
Registration Statement and Prospectus may be resumed as soon as practicable and, in the case of a pending development referred to in (i) above, as soon as, in the judgment of Shurgard, disclosure of the material information relating to such pending
development would not have a materially adverse effect on 

  

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Shurgard’s ability to consummate the transaction, if any, to which such development relates. Notwithstanding the foregoing, Shurgard will use best
efforts to ensure that in any event the Holders shall have twenty trading days (prorated for partial fiscal quarters) available to sell Registrable Securities during each fiscal quarter (or portion thereof) during the Effectiveness Period.

  
 (d) All reasonable expenses, other than
broker’s commissions and similar charges, and legal fees and disbursements of counsel for the selling Holders, incurred in connection with the Registration Statement shall be borne by Shurgard. 
  

	 	1.3	Obligations of Shurgard 

  
 Between the Effective Date and the end of the Effectiveness Period, Shurgard will furnish to the Holders copies of any correspondence
between Shurgard and the SEC. In addition, whenever required to effect the registration of any Registrable Securities under this Agreement, Shurgard shall, as expeditiously as reasonably possible: 
  
 (a) Prepare promptly and file with the SEC the Registration
Statement as provided in Section 1.2(a), which Registration Statement (including any amendments or supplements thereto and Prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and cause such Registration Statement to become effective as soon as practicable. 
  
 (b) Prepare promptly and file with the SEC such amendments
and supplements to such Registration Statement and the Prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered
by such Registration Statement. 
  
 (c) Furnish
to Holders such number of copies of a Prospectus, including a preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents as reasonably requested in order to facilitate the disposition of the
Registrable Securities owned by it that are included in such registration. 
  
 (d) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of Minnesota and such jurisdictions as shall be reasonably requested
by Holders; provided, however, that Shurgard shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

  
 (e) Notify Holders promptly (i) of any
request by the SEC or any other federal or state governmental authority during the Effectiveness Period of the Registration Statement for amendments or supplements to such Registration Statement or related Prospectus or for additional information,
(ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iii) of the receipt by Shurgard
of any notification 

  

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with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, (iv) of the happening of any event which makes any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or which requires the making of any changes in the Registration Statement or Prospectus so that it will not contain any untrue statement of a material fact required to be stated therein or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and (v) of Shurgard’s determination that a post-effective amendment to the
Registration Statement would be appropriate. 
  

	 	1.4	Information to be Furnished 

  
 It shall be a condition precedent to the obligations of Shurgard to take any action pursuant to Section 1.2 that each Holder shall furnish
to Shurgard such information regarding Holder, the Registrable Securities held by Holder, and the intended method of disposition of such securities as shall be required to timely effect the registration of Holder’s Registrable Securities.

  

	 	1.5	Indemnification 

  
 (a) To the extent permitted by law and subject to Section 1.5(d), Shurgard will indemnify and hold harmless each of the Holders, officers,
directors, employees and agents of a Holder or underwriters (as defined in the Securities Act) and each person, if any, who controls a Holder within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), against any losses, claims, damages or liabilities (joint or several) to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): 
  
 (i) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, including any preliminary Prospectus or final Prospectus contained therein or in any amendments or supplements thereto; 
  
 (ii) the omission or alleged omission to state in the Registration Statement, including any preliminary
Prospectus or final Prospectus contained therein or in any amendments or supplements thereto, a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not
misleading; or 
  
 (iii) any violation or alleged
violation by Shurgard of the Securities Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state securities law in connection with the
offering covered by such Registration Statement. 

  

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Shurgard will reimburse each Holder, such officer, director, employee or agent, underwriter or controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 1.5(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Shurgard (which consent shall not be unreasonably withheld), nor shall Shurgard be liable in any such case for any such loss,
claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by Holder,
or by such officer, director, employee, agent, underwriter or controlling person of Holder. 
  
 (b) To the extent permitted by law and subject to Section 1.5(d), each Holder will indemnify and hold harmless Shurgard, each of its
directors, each of its officers who have signed the Registration Statement, each person, if any, who controls Shurgard within the meaning of the Securities Act, any other employee or agent of Shurgard, each other Holder, each person, if any, who
controls such Holder within the meaning of the Securities Act, and any other employee or agent of such Holder against any losses, claims, damages or liabilities (joint or several) to which Shurgard or any such director, officer or controlling
person, employee or agent may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and such Holder
will reimburse any legal or other expenses reasonably incurred by Shurgard or any such director, officer or controlling person, employee or agent in connection with investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this Section 1.5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of
such Holder, which consent shall not be unreasonably withheld; and provided, further, that the total amounts payable in indemnity by any Holder under this Section 1.5(b) in respect of any Violation shall not exceed the net proceeds
received by such Holder in the registered offering out of which such Violation arises. 
  
 (c) Promptly after receipt by an indemnified party under this Section 1.5 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim for indemnification in respect thereof is to be made against any indemnifying party under this Section 1.5, deliver to the indemnifying party a written notice of the commencement of such
an action, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by
the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party 

  

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and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time
of the commencement of any such action, if prejudicial to its ability to defend such action, shall (to the extent of such prejudice) relieve such indemnifying party of any liability to the indemnified party under this Section 1.5, but the omission
so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.5. 
  
 (d) The foregoing indemnity agreements of Shurgard and the Holders are subject to the condition that,
insofar as they relate to any Violation made in a preliminary Prospectus but eliminated or remedied in the amended Prospectus on file with the SEC at the time the registration statement in question becomes effective or in the amended Prospectus
filed with the SEC pursuant to SEC Rule 424(b) (the “Final Prospectus”), such indemnity agreements shall not inure to the benefit of any person if a copy of the Final Prospectus was furnished to the indemnified party and was not
furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act. 
  
 (e) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i)
any Holder (and/or any officer, director, employee, agent, underwriter or controlling person who may be indemnified under Section 1.5(a)) makes a claim for indemnification pursuant to this Section 1.5 but it is judicially determined (by the entry of
a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section
1.5 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of such Holder (and/or any officer, director, employee, agent, underwriter or controlling person who may be indemnified under
Section 1.5 (a)) in circumstances for which indemnification is provided under this Section 1.5; then, and in each such case, Shurgard and such Holder (and/or such other person) will contribute to the aggregate losses, claims, damages or liabilities
to which they may be subject (after contribution from others) in proportion to their relative fault as determined by a court of competent jurisdiction; provided, however, that in no event, except in instances of fraud by Holder in
which case there is no limitation, (x) shall any Holder be responsible for more than the portion represented by the percentage that the public offering price of its Registrable Securities offered by and sold under the Registration Statement bears to
the public offering price of all securities offered by and sold under such Registration Statement or (y) shall a Holder be required to contribute any amount in excess of the public offering price of all such securities offered and sold by such
Holder pursuant to such Registration Statement; and in any event, no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who
was not guilty of such fraudulent misrepresentation. 
  
 (f) The obligations of Shurgard and such Holder under this Section 1.5 shall survive the completion of any offering of Registrable Securities in a registration statement, and otherwise. 
  

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	 	1.6	Liquidated Damages 

  
 If Shurgard uses more than an aggregate of 60 days (the “Response Period”) from the date specified in Section 1.2 to file
the Registration Statement with the SEC and to respond to SEC comments with respect to the registration statement or amendments thereto (measured as the time from the receipt of all comment letter(s) from the SEC to the filing of responsive
amendment(s) thereto), Shurgard will pay to the Owners, in the aggregate, the following amounts, in cash, on the dates set forth below (but no date more than one year following the Effective Date): 
  

				
	 Date

	  	Amount


	 1st day
following Response Period
	  	$	25,000
	 31st day
following Response Period
	  	$	50,000
	 61st day
following Response Period
	  	$	100,000
	 91st day
following Response Period
	  	$	200,000
	 121st day
following Response Period
	  	$	300,000
	 151st day
following Response Period
	  	$	400,000
	 181st day
following Response Period
	  	$	400,000

  

	 	1.7	Restrictions on Resales 

  
 Each Owner agrees that it will (a) not make any sales of Merger Shares during the 90 days immediately following the Effective Date and (b)
comply with the volume limitations imposed by Rule 144(e) under the Securities Act for a period of one year following the Effective Date; provided, however, that a pledgee of Merger Shares owned by such Owner pursuant to a bona fide pledge,
including a registered broker dealer under a valid margin account, shall not be subject to such volume limitations. Notwithstanding the foregoing and the representations made by the Owners in Sections 4.5(a) and (b) of the Merger Agreement, the
Owners, collectively, may transfer up to 200,000 of the Merger Shares in a private transaction that otherwise complies with the requirements of Section 4.5 of the Merger Agreement. 
  

	2.	ASSIGNMENT 

  
 The registration rights of a Holder under Section 1 hereof may be assigned to another party in connection with the valid transfer of
Registrable Securities; provided, however, that no party may be assigned any of the foregoing rights until Shurgard is given written notice by the assigning party at the time of such assignment stating the name and address of the
assignee and identifying the securities of Shurgard as to which the rights in question are being assigned; provided, further, that any such assignee shall receive such assigned rights subject to all the terms and conditions of this
Agreement, including without limitation the provisions of this Section 2. 
  

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	3.	GENERAL PROVISIONS 

  

	 	3.1	Notices 

  
 Any notice or demand desired or required to be given hereunder shall be in writing given by personal delivery, certified or registered
mail, confirmed facsimile transmission, or overnight courier service, in each case addressed as respectively set forth below or to such other address as any party shall have previously designated by such a notice. The effective date of any notice or
request shall be the date of personal delivery, four days after the date of mailing by certified or registered mail, the date on which successful facsimile transmission is confirmed, or the date undertaken for delivery by a reputable overnight
courier service, as the case may be, in each case properly addressed as provided herein and with all charges prepaid. 
  
 If to Shurgard: 
  
 Shurgard Storage Centers, Inc. 
 1155 Valley
Street 
 Suite 400 
 Seattle,
Washington 98109-4426 
 Attention: General Counsel 
 FAX: (206) 624-1645 
  
 with a
copy to: 
  
 Perkins Coie LLP 
 1201 Third Avenue 
 40th Floor 
 Seattle,
Washington 98101 
 Attention: Michael E. Stansbury 
 FAX: (206) 583-8500 
  
 If to
the Owners: 
  
 Gerald A Schwalbach 
 Patrick L. Stotesbery 
 601 Carlson Parkway,
Ste. 350 
 Minnetonka, MN 55305 
 FAX: (952) 404-3389 
  
 with a copy to: 
  
 Briggs and Morgan, P.A. 
 2200 IDS Center 
 Minneapolis, MN 55402

 Attention: Brian D. Wenger, Esq. 
 FAX: (612) 977-8650 
  

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	 	3.2	Severability 

  
 If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in
a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 
  

	 	3.3	Entire Agreement 

  
 This Agreement, the Merger Agreement and each of the agreements, certificates, instruments and documents to be executed or delivered
pursuant to the terms of the Merger Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or
any of them, with respect to the subject matter hereof and thereof. 
  

	 	3.4	Successors and Assigns 

  
 Subject to the provisions of Section 2, the provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the
successors and permitted assigns of the parties hereto. 
  

	 	3.5	Governing Law 

  
 This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington applicable to contracts
executed in and to be performed in that State. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any Washington state or federal court thereof. 
  

	 	3.6	Third Parties 

  
 This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or
implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 
  

	 	3.7	Headings 

  
 The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement. 
  

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	 	3.8	Counterparts 

  
 This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 
  

	 	3.9	Abandonment of Merger 

  
 In the event that the Merger Agreement is terminated and the Merger abandoned pursuant to Article VIII of the Merger Agreement, no party
hereto not in breach of its obligations hereunder shall have any liability to any other party, including, but not limited to, liability for expenses incurred by any such other party in connection with this Agreement. 
  

	 	3.10	Amendment of Rights 

  
 This Agreement may not be amended except by an instrument signed by Shurgard and the Owners. 
  

	 	3.11	Specific Performance 

  
 Each of the parties acknowledges and agrees that the other parties hereto would be damaged irreparably in the event any of the provisions
of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the parties hereto agrees the other parties hereto will be entitled to an injunction to prevent breaches of the provisions of
this Agreement and to enforce specifically this Agreement and the terms and provisions of this Agreement (including the indemnification provisions hereof) in any competent court having jurisdiction over the parties, in addition to any other remedy
to which they might be entitled at law or in equity. 
  

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 IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date and
year first above written. 
  

			
	SHURGARD STORAGE CENTERS, INC.
		
	By:	 	 /s/ Harrell Beck

	 	 	

	 Name:
	 	 Harrell Beck

	Title:	 	 Senior Vice President



  

			
	 Revocable Trust of Patrick L. Stotesbery Created under Agreement dated
 January 27, 1999

		
	By:	 	 /s/ Patrick L. Stotesbery

	 	 	

	 	 	Patrick L. Stotesbery, Trustee


  

			
	 Revocable Trust of Gerald A. Schwalbach Created under Agreement dated
 December 23, 1998

		
	By:	 	 /s/ Gerald A. Schwalbach

	 	 	

	 	 	Gerald A. Schwalbach, Trustee


  

			
	NDLC LIMITED PARTNERSHIP
		
	By:	 	 /s/ Patrick L. Stotesbery

	 	 	

	 	 	Patrick L. Stotesbery, Trustee of the Revocable Trust of Patrick L. Stotesbery, the general Partner of NDLC Limited Partnership


  

			
	NBS ASSOCIATES LIMITED PARTNERSHIP
		
	By:	 	 /s/ Gerald A. Schwalbach

	 	 	

	 	 	Gerald A. Schwalbach, President of G.A.S. Eight, Inc., general partner of NBS Associates Limited Partnership


  
 [Signature
Page to Registration Rights Agreement] 
  









 EXHIBIT A 
  

List of Shareholders 
  

					
	 Name

	  	Number of Shares
Held from Closing of
Merger

	  	Number of Shares
Issuable On
Contingency


	 Gerald A. Schwalbach, as Trustee of the Revocable Trust of Gerald A. Schwalbach
	  	1,832,969	  	30,049
			
	 Patrick L. Stotesbery, as Trustee of the Revocable Trust of Patrick L. Stotesbery
	  	1,179,425	  	19,335
			
	 NDLC Limited Partnership
	  	18,803	  	308
			
	 NBS Associates
	  	18,803	  	308