AGREEMENT FOR PURCHASE AND SALE

AGREEMENT FOR PURCHASE AND SALE

            THIS AGREEMENT FOR PURCHASE AND SALE ("Agreement") made and entered into by and between USI II, LLC, a Delaware limited liability company (herein, "Seller"), whose address is 460 Swedesford Road, Suite 3000, Wayne, PA 19087 and Strategic Capital Holdings, LLC, a Virginia limited liability company (formerly known as U.S. Commercial LLC)[herein "Buyer"], whose address is 111 Corporate Drive, Suite 210 Ladera Ranch, CA 92694.

            WITNESSETH:

            In consideration of the mutual covenants and provisions herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

            1.         DESCRIPTION OF THE PROPERTY; PURCHASE AND SALE .

                        Seller hereby agrees to sell, assign, and convey to Buyer and Buyer agrees to purchase from Seller, in accordance with the terms and subject to the conditions contained herein, the property described as follows:

                        A.        LAND. That certain tract of land located at 69 Mallory Avenue, Jersey City, NJ 07304 being more particularly described on Exhibit "A" attached hereto and made a part hereof (herein, the " Land ")

                        B.         IMPROVEMENTS . All improvements and related amenities in and on the Land, comprising approximately 91,511 net rentable square feet of storage space and 1,088 rental units, and being commonly known as "U-Store-It" (herein, the " Improvements ", and together with the Land being herein collectively called the "Premises").

                        C.        FIXTURES AND PERSONAL PROPERTY. All fixtures, furniture, carpeting, draperies, building supplies, equipment, permits, licenses and other items of personal property owned by Seller and presently affixed, attached to, placed or situated upon or relating exclusively to the Land or Improvements and used in connection with the ownership of the Land or Improvements, including without limitation the items described on Exhibit "G" attached hereto and incorporated herein, and additionally including any assignable permits or warranties to the extent in Seller's possession or otherwise relating to the Premises (collectively, the "Personalty"), but specifically excluding, trade names (including, but not limited to, "U-Store-It"), sign faces (not including standards, monuments, and/or poles) containing trade names, computer software located at the Premises, credit card readers and peripheral equipment and any items of personal property owned by any tenants ("Tenants") of the Land or Improvements and any items of personal property owned by third parties and leased to Seller. The Personalty to be conveyed is subject to depletions, replacements and additions in the ordinary course of Seller's business. The Personalty shall include (a) Seller's goodwill, but only with respect to the business of Seller conducted on the Land, (b) Seller's "yellow page" advertisements, (c) transferable utility contracts, (d) transferable telephone exchange numbers, (e) all personal computers located upon the Premises, and (f) gate access controls and related security equipment used in connection with the operation of the Premises. Notwithstanding the foregoing provisions of this Section 1(C), Buyer shall have a limited irrevocable license to use the name "U-Store-It" in its operation of the Premises for a period of sixty (60) days following Closing (the "License Period"), in order that Buyer may make an orderly transition to Buyer's trade name; provided, however, that Buyer shall indemnify Seller for any claims which may be made against Seller resulting from Buyer's wrongful acts relating to Buyer's use of the name "U-Store-It", and in the event Buyer is so required to indemnify Seller pursuant to this sentence, then Seller may immediately revoke the license so granted. Following the License Period, Buyer shall remove all signage faces bearing the "U-Store-It" name, and Seller shall have the right to retrieve same from the Premises, in their then as-is condition. Buyer shall provide Seller with written notice regarding such required removal, and Seller agrees to effect such removal within fourteen (14) days from the earlier to occur of (i) Seller's receipt of such notice, or (ii) the expiration of the License Period. Seller shall be entitled to access the Premises as reasonably necessary in connection with such signage removal.

                        D.        LEASES. Seller's interest in all leases or occupancy or storage agreements ("Leases") now or hereafter affecting the Land or Improvements, together with all advance rents and refundable security deposits, key deposits and other deposits (collectively, "Security Deposits") of Tenants held by Seller.

                        E.         CONTRACTS. Seller's interest in all assignable leasing, service, supply and maintenance contracts (collectively, "Contracts") relating exclusively to the ownership, use, maintenance or operation of the Land, Improvements or Personalty. Prior to the expiration of the Inspection Period (hereinafter defined), Buyer shall advise Seller in writing as to any terminable Contracts which Buyer requests that Seller terminate as of the Closing Date (hereinafter defined), and Seller shall terminate as of the Closing Date each of the terminable Contracts which Buyer so requests be terminated. If Buyer fails to notify Seller to terminate any such Contracts, Buyer shall be deemed to have elected to assume the obligations of Seller under such Contracts.

            The items described in (A) through (D) of this Section 1 are hereinafter collectively called the "Property."

            2.         PURCHASE PRICE. The purchase price ("Purchase Price") for the Property, shall be the sum of Eleven Million Eight Hundred Thousand and no/100 Dollars ($11,800,000.00), payable in cash at the Closing (as hereinafter defined), by wire transfer of immediately available funds.

            3.         Earnest Money Deposit, Purchase Price, and Escrow.

            A.        The parties shall each execute four (4) copies of this Agreement and shall deliver same to Republic Title of Texas, Inc., 2626 Howell Street, 10th Floor, Dallas, Texas 75204, Attn: Jennifer Haden ("Escrow Agent"). Within three (3) business days following the Effective Date (as defined below), Buyer shall deliver to the Escrow Agent by federally wired funds the sum of One Hundred Thousand and no/100 Dollars ($100,000.00) as an earnest money deposit (the "Deposit"). The Deposit, together with any interest earned thereon, is herein collectively called the "Earnest Money". Upon receipt of the Deposit, the Escrow Agent shall deliver an executed original of this Agreement to Seller and Buyer. The Escrow Agent shall deposit the Deposit in an interest-bearing account until Closing (as hereinafter defined) in accordance with the terms of this Agreement.

            B.         On the Closing Date, Buyer shall unconditionally and irrevocably pay the Purchase Price (inclusive of all Earnest Money and interest accrued thereon, which shall be reflected on the settlement statement at Closing as a credit towards said Purchase Price), adjusted in accordance with the prorations set forth in this Agreement, by federally wired funds.

            4.         RIGHTS OF INSPECTION AND TERMINATION

                        A.        INSPECTION PERIOD. Buyer shall have a period commencing on the Effective Date and ending at 5:00 p.m. central time forty five (45) days thereafter ("Inspection Period"), during which time Buyer and Buyer's counsel, accountants, agents and other authorized representatives (collectively, "Authorized Agents"), shall be entitled to enter upon the Property for the purpose of inspecting and examining the Property, including, without limitation, conducting surveying, engineering and non-invasive environmental tests (i.e. a Phase I environmental test) and studies, and any such other reasonable inspections and investigations as Buyer shall consider appropriate, provided, however, Buyer shall not conduct any intrusive inspection or examination without Seller's prior written consent; provided further, however, that in the event there is a reasonable basis to conduct a Phase II environmental test based upon the results of Buyer's Phase I environmental test, then Buyer shall be entitled to do so, at Buyer's sole cost and expense. Should Buyer elect to undertake a Phase II environmental investigation, or any investigation that is in any way intrusive to the Property's physical plant and/or its environs (including, but not limited to, soil samples, soil coring, asphalt or concrete coring, roof sampling or structural tests), then Buyer shall indemnify Seller from any and all physical damage to the Property caused by Buyer in connection with such investigations and, further, Buyer shall provide Seller with a Certificate of Insurance from a Best-rated A+ company with minimum liability coverage of $1,000,000.  Said Certificate of Insurance shall name Seller and such of its affiliates as shall be specified by Seller, as additional insureds.  In addition, Buyer covenants that, prior to Closing, neither Buyer nor its agents will distribute the results of any Phase II environmental investigation to any party, including the Seller, unless required to do so by governmental law, court order or similar governmental requirement, and except that Buyer additionally shall be entitled to disclose such information to Buyer's potential debt and equity sources, as well as Buyer's service professionals, including its attorneys and accountants. Subject to the foregoing provisions of this Section 4(A), any such Phase II investigation, if conducted, shall be solely for the Buyer's information and use in deciding whether or not to proceed with the purchase of the Property. Subject to the rights of Tenants under the Leases, Buyer and its Authorized Agents shall have access to the Property upon not less than twenty-four (24) hours prior notice to Seller (which may be by electronic mail), and Seller shall reasonably cooperate with Buyer and its Authorized Agents in Buyer's inspection process. If Buyer, in Buyer's sole discretion and opinion, for any reason or no reason, is dissatisfied with the results of Buyer's inspection of the Property or any of the other items furnished by Seller and reviewed by Buyer, as set forth in this Section 4, Buyer may, by written notice delivered to Seller prior to the expiration of the Inspection Period, terminate this Agreement, in which event the Earnest Money shall be delivered to Buyer, without the consent or joinder of Seller being required, and Seller and Buyer shall have no further obligations hereunder, except as may otherwise be provided in this Agreement. In the event that Buyer elects to proceed with the acquisition of the Property as provided herein or fails to notify Seller of Buyer's election to terminate the Agreement in accordance with the provisions of this Section 4(A), Buyer shall be deemed to have elected to proceed with the acquisition of the Property, whereupon the entire Earnest Money shall immediately become fully nonrefundable except in the event of a Seller default or as may be otherwise expressly set forth in this Agreement, and Buyer shall be obligated to purchase the Property on the terms and subject to the conditions set forth herein.

                        B.         DOCUMENT REVIEW. During the Inspection Period, and following not less than twenty-four (24) hours prior notice to Seller (which may be by electronic mail), Seller agrees to allow Buyer and Buyer's Authorized Agents to inspect, at Buyer's expense, any of the following to the extent in Seller's possession or readily available to Seller: survey of the Land, owner's title insurance policy, a current rent roll, the Leases, copies of real estate tax bills and utility bills for the past 12 months, current insurance premiums, and the Contracts (collectively, "Documents"). Except as otherwise set forth in Section 9 or as set forth in the "Seller's Closing Documents" (as defined below), Buyer acknowledges and agrees that Seller makes no representations or warranties, express or implied, regarding the Property or the Documents, including, without limitation, with respect to the qualifications of the parties having prepared such materials, or the accuracy or completeness of such Documents, or Buyer's right to rely on any such Documents. Additionally, within seven (7) business days after the Effective Date, Seller shall provide Buyer with copies of those due diligence items set forth on Exhibit "I" attached hereto and incorporated herein (the "Due Diligence Delivery Items"), which additionally shall be deemed to be included within the term "Documents" for all purposes of this Agreement. Notwithstanding any provision herein to the contrary, in the event that Seller fails to provide Buyer with all of the Due Diligence Delivery Items within the time period set forth above, then Buyer shall notify Seller accordingly in writing, and in the event Seller then fails to delivery any such missing item to Buyer within three (3) business days following Buyer's notice to Seller, it is agreed that the Inspection Period automatically shall be extended one day for each such day of delay in the delivery of all such items, not to exceed an aggregate of thirty (30) days.

                        C.        INSPECTION OBLIGATION. Buyer and its Authorized Agents shall: (a) not disturb the Tenants or interfere with their use of the Property under their respective Leases; (b) not interfere with the operation and maintenance of the Property; (c) not damage any part of the Property or any personal property owned or held by any Tenant or any third party; (d) not injure or otherwise cause bodily harm to Seller, its agents, contractors and employees or any Tenant; (e) promptly pay when due the costs of all tests, investigations and examinations done with regard to the Property with Buyer's authorization; (f) not permit any liens to attach to the Property by reason of the exercise of Buyer's rights hereunder; (g) restore the Property to the condition in which the same was found before any such inspections or tests were undertaken; and (h) permit Seller to have one of Seller's representatives present at any and all on-site inspections. Buyer hereby agrees to pay, indemnify, protect, defend (with counsel acceptable to Seller in Seller's reasonable discretion), save and hold Seller harmless of and from all debts, duties, obligations, liabilities, suits, claims, demands, settlements, causes of action, damages, losses, fees and expenses (including, without limitation, reasonable attorneys' fees and expenses and court costs) caused by Buyer or Buyer's Authorized Agents entering upon the Property or in exercising their rights under this Agreement. Buyer's obligations set forth herein shall survive the Closing or earlier termination of this Agreement. Prior to conducting any examination of the Property, Buyer shall provide Seller with a certificate of insurance confirming that Buyer maintains a comprehensive general liability policy with coverage in an amount of not less than One Million and 00/100ths Dollars ($1,000,000.00). Additionally, Buyer shall order its Phase I environmental site assessments of the Premises within thirty (30) days following the Effective Date, and provide evidence of same to Seller.

                        D.        CONFIDENTIALITY . Buyer acknowledges that any and all of the Documents are proprietary and confidential in nature and are delivered to Buyer solely to assist Buyer in determining the feasibility of purchasing the Property. Except as otherwise provided herein, prior to Closing Buyer agrees not to disclose the Documents, or any of the surveys, studies, reports or work product generated by or for Buyer during the Inspection Period (collectively, the "Reports"), or any of the provisions, terms or conditions thereof, to any party outside of Buyer's organization except its Authorized Agents and to its attorneys, accountants, lenders, or investors (collectively, "Permitted Outside Parties"). Buyer further agrees that the Documents and the Reports shall be disclosed and exhibited only to those persons within Buyer's organization, the Authorized Agents or to the Permitted Outside Parties who are assisting Buyer in determining the feasibility of Buyer's acquisition of the Property and who will be advised by Buyer of the confidential nature of such information and instructed by Buyer to preserve the confidentiality of such information. Buyer shall return all of the Documents and any and all copies Buyer has made of the Documents and, at no cost to Seller and without warranty, a copy of all Reports at such time as this Agreement is terminated for any reason; provided, however, that (i) delivery of the Reports to Seller shall be conditioned upon the third party preparer of each such Report consenting to such delivery, and (ii) in no event shall the return of the Earnest Money to Buyer under Section 4(A) above be conditioned upon delivery of any of the foregoing items to Seller pursuant to the terms of this Section 4(E). Buyer's obligations set forth herein shall survive the termination of this Agreement. Any press release or other public disclosure concerning this transaction which shall be made by or on behalf of Seller or Buyer, shall not include the Purchase Price, unless such disclosure is required by any applicable law.

            5.         TITLE MATTERS .

            A.        TITLE COMMITMENT AND POLICY . Within five (5) business days after the Effective Date, Buyer shall order from Escrow Agent (i) copies of current commitment(s) for title insurance ("Commitment(s)") issued by Escrow Agent, as agent for an underwriter acceptable to Buyer ("Title Company") for the Property committing to issue to Buyer at Closing an Owner's Title Insurance Policy ("Title Policy"), in the amount of the Purchase Price insuring Buyer's fee simple title to the Property to be good, marketable and indefeasible, and (ii) complete and legible copies of all documents shown as title exceptions in the Commitments, (collectively, the "Title Documents"). Buyer agrees to promptly provide Seller with evidence that Buyer has so ordered the Commitments. All matters shown on Schedule B of the Commitments which are not objected to by Buyer by delivery of written notice to Seller within ten (10) days following Buyer's receipt of the Commitments, the Title Documents and the "Survey" (as defined below) [herein, the "Title Review Period"], or any matters shown on any update to the Title Commitment disclosing any new title matters which are not objected to by Buyer within ten (10) days following Buyer's receipt of such update, shall be conclusively deemed to be acceptable to Buyer and shall be deemed to be "Permitted Exceptions" hereunder. Buyer shall provide Seller with written notice setting forth Buyer's objections to title prior to the expiration of the Title Review Period, and Seller shall advise Buyer within five (5) days following its receipt of Buyer's title objections which of such title objections, if any, Seller has elected to cure. In the event that Seller advises Buyer that it will not cure or eliminate such title objections, in a manner satisfactory to Buyer in its sole discretion, then Buyer shall have the option of either: (A) waiving such title objection(s), without reduction in the Purchase Price and without claim against Seller therefor and proceed to Closing, in which event such title matters shall be deemed to be Permitted Exceptions, or (B) terminating this Agreement by notice to Seller and Escrow Agent, in which event Escrow Agent shall deliver the Earnest Money to Buyer, without the consent or joinder of Seller being required, and Seller and Buyer shall be released from all further obligations under this Agreement, except as may be otherwise set forth herein. If Buyer does not terminate this Agreement pursuant to (B) above within five (5) business days following any notice by Seller to Buyer that it will not cure any such defects, Buyer shall be deemed to have waived its objection as to the title matter(s) that Seller has elected not to cure. Seller shall have no obligation to take any action or expend any money to remove any objections to title made by Buyer; provided, however, that notwithstanding the foregoing, Seller shall be obligated to remove from record (by bonding or otherwise releasing in a manner satisfactory to Buyer and Escrow Agent) any and all of the following affecting the Premises as of the Closing Date: (x) liquidated, final, non-appealable liens or judgments against Seller or otherwise affecting the Premises; (y) any mortgage, deed of trust or other security interest affecting the Premises; or (z) any mechanic's or materialman's lien and any judgment affecting the Premises, in any case resulting from the non-payment by Seller of any sums alleged to be due and owing by Seller to a contractor or materialman.

            B.         SURVEY . Buyer shall obtain, at its sole cost and expense, a current, as-built survey of the Premises, prepared by a registered surveyor reasonably acceptable to Buyer and the Escrow Agent (the " Survey "), which may be an update of any existing survey delivered by Seller to Buyer, and which shall be sufficient for purposes of deleting any "survey exceptions" from the Title Policy. The Survey shall be certified to Buyer and its lender, and made in accordance with the 2005 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, effective January 1, 2006. Buyer agrees to order the Survey within fifteen (15) days from the Effective Date, and shall provide evidence of same to Seller.

            6.         ASSIGNMENT. Buyer may not assign this Agreement without the written consent of Seller, such consent not to be unreasonably withheld. Notwithstanding the foregoing provisions of this Section 6, Buyer shall be entitled to assign this Agreement, without Seller's consent, to either (i) an affiliate of Buyer, (ii) an entity in which Strategic Storage Operating Partnership, L.P., a Delaware limited partnership and/or Strategic Storage Trust, Inc., a Maryland corporation, has a direct or indirect ownership interest, (iii) a real estate investment trust of which Buyer or an affiliate of Buyer is the external advisor, or (iv) a Delaware statutory trust of which Buyer or an affiliate of Buyer is the signatory trustee (herein, a "Permitted Assignee"). Buyer shall continue to remain liable under this Agreement following any such assignment.

            7.         TIME OF CLOSING. The date of the closing of the transaction contemplated by this Agreement ("Closing") shall be (i) forty five (45) days after the end of the Inspection Period or (ii) such earlier date selected by Buyer following a minimum of ten (10) days' notice to Seller thereof ("Closing Date"), time being of the essence.

            8.         POSSESSION. Possession and occupancy of the Property shall be delivered by Seller to Buyer on the Closing Date.

            9.         REPRESENTATIONS AND COVENANTS OF SELLER. Seller covenants, represents and warrants to Buyer as follows:

                        A.        Seller is the fee simple owner of the Premises, free and clear of all liens and monetary encumbrances (except for those to be removed by Seller at Closing), and no party, except as herein set forth, has or shall have on the Closing Date any rights in, or to acquire, all or any portion of the Premises, except for the rights of occupancy of tenants under the Leases.

B.         Seller is a duly formed and validly existing Delaware limited liability company, in good standing under the laws of the State of Delaware, and is qualified to do business in the state in which the Premises is located.

C.        Seller has full right, power and authority to execute, deliver and perform its obligations under this Agreement and has taken all necessary action and obtained all necessary consents to authorize the execution, delivery and performance of this Agreement and all documentation required to effectuate the full intent and purposes of this Agreement, and this Agreement is enforceable against Seller in accordance with the terms hereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement thereof or relating to creditors' rights generally.

D.         There is no legal action pending, or to the knowledge of Seller, threatened against Seller, which relates to or affects the Property or otherwise adversely affects Seller's ability to perform Seller's obligations hereunder.

                        E.         No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy laws is pending against or contemplated by Seller.

                        F.         Seller is not a "foreign person" within the meaning of Section 1445 of the IRC of 1986, as amended.

                        G.        To its knowledge, Seller is not in violation of (a) the PATRIOT Act, Pub. L. No. 107-56, the Bank Secrecy Act, 31 U.S.C. Section 5311 et seq., the Money Laundering Control Act of 1986, and laws relating to the prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957; (b) the Export Administration Act (50 U.S.C. Sections 2401-2420), the International Emergency Economic Powers Act (50 U.S.C. Section 1701, et seq.), the Arms Export Control Act (22 U.S.C. Sections 2778-2994), the Trading With The Enemy Act (50 U.S.C. app. Sections 1-44), and 13 U.S.C. Chapter 9; (c) the Foreign Asset Control Regulations contained in 31 C.F.R., Subtitle B, Chapter V; and (d) any other civil or criminal federal or state laws, regulations, or orders of similar import; provided, however, that Seller hereby agrees to indemnify and hold Buyer harmless from and against any claim, cause of action, cost, loss or expense, including reasonable attorneys fees, that may by incurred by Buyer as a result of any such violation by Seller, regardless of whether Seller had knowledge of such violation. The indemnity obligations contained in the immediately preceding sentence shall survive Closing for a period of nine (9) months.

                        H.        Seller is not an entity with whom Buyer is prohibited from engaging in this transaction due to any United States government embargos, sanctions, or terrorism or money laundering laws, including, without limitation, due to Seller's or of any party that has ownership in or control over Seller being (1) subject to United States government embargos or sanctions, (2) in violation of terrorism or money laundering laws, statutes, executive orders or other governmental action, or (3) listed on a published United States government list (e.g., Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control or other lists of similar import).

I.          The Leases listed on the rent roll to be provided to Buyer are all of the leases affecting the Property, and the copies thereof which will be made available to Buyer pursuant to this Agreement are true and correct in all material respects.

J.                      Seller has no knowledge and has not received any written notice of any violation of any law, zoning ordinance, municipal ordinance code, or regulation (including any environmental law or regulation) affecting the Property which has not been cured, nor has Seller received any written notice of any existing or threatened condemnation action involving the Property.

K.        Seller has all right and power to cause the sale, transfer and assignment of the Leases to Buyer and (i) Seller has duly and punctually kept, observed and performed all of its material obligations under the Leases to be kept, observed and performed; (ii) the Leases are valid and in full force and effect; (iii) Seller has not collected any rent for more than one (1) month in advance under any Leases which will be in effect on the Closing Date except as disclosed in the rent rolls to be provided to Buyer; and (iv) except for written Leases, there are no other leases of the Property.

                        L.         From and after the date of this Agreement through the Closing Date, Seller shall: (i) maintain the Property in substantially the same condition as it existed as of the date of this Agreement, ordinary wear and tear, and damage and destruction excepted; (ii) not create or allow any additional exceptions to title which will be binding on Buyer or the Property after Closing without Buyer's prior written approval, which may be granted or withheld in Buyer's sole discretion; (iii) not enter into, without the prior written approval of Buyer, which may be granted or withheld in Buyer's sole discretion, any written or oral leases or contracts pertaining to the Property that would be binding upon Buyer after the Closing Date, other than (a) leases entered into in the ordinary course of business and in conformity with Seller's current leasing practices, and (b) such service contracts and similar agreements that are entered into in the ordinary course of business, and which shall be terminated by Seller effective as of Closing (and in such instance, Seller shall provide a copy of any such lease or contract to Buyer within five (5) days following execution thereof); and (iv) operate the Property in the ordinary course of business.

                        M.        Intentionally Omitted .

                        N.        The Rent Roll, which shall be updated and recertified at Closing by Seller, is and shall be true, correct and complete in all material respects and no concessions, discounts or other periods of free or discounted rent have been given other than those reflected on the Rent Roll.

                        O.        All financial information concerning the Property delivered or made available by Seller to Buyer pursuant to Section 4(B) above , is true, correct and complete in all material respects.

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