PURCHASE AND SALE AGREEMENT

EXHIBIT 10.2

PURCHASE AND SALE AGREEMENT

(Rising Tide Properties)

This PURCHASE AND SALE AGREEMENT (the “ Agreement ”) by and between RISING TIDE DEVELOPMENT, LLC , a Delaware limited liability company (“ Seller ”) and U-STORE-IT, L.P. , a Delaware limited partnership (“ Purchaser ”) is effective as of August 6, 2007 (the “ Execution Date ”).

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 Purchaser agree as follows:

ARTICLE I

DESCRIPTION OF PROPERTY

1.1. Purchase and Sale .

Seller hereby agrees to sell, assign, and convey to Purchaser, and Purchaser agrees to purchase from Seller, in accordance with the terms and subject to the conditions contained herein, those certain fourteen (14) parcels of real property described as follows:

(i) The parcel of real property, together with all Improvements (defined herein) located thereon and known for street numbering purposes as 1531 Montiel Road, in the City of Escondido, San Diego County, California;

(ii) The parcel of real property, together with all Improvements located thereon and known for street numbering purposes as 28401 Rancho California Road, in the City of Temecula, Riverside County, California;

(iii) The parcel of real property, together with all Improvements located thereon and known for street numbering purposes as 2020 Mt. Baldy Drive, in the City of Riverside, Riverside County, California;

(iv) The parcel of real property, together with all Improvements located thereon and known for street numbering purposes as 4309 Ehrlich Road, in the City of Tampa, Hillsborough County, Florida;

(v) The parcel of real property, together with all Improvements located thereon and known for street numbering purposes as 8585 Touchton Road, in the City of Jacksonville, Duvall County, Florida;

(vi) The parcel of real property, together with all Improvements located thereon and known for street numbering purposes as 11570 Beach Boulevard, in the City of Jacksonville, Duvall County, Florida;

(vii) The parcel of real property, together with all Improvements located thereon and known for street numbering purposes as 8121 Point Meadows Drive, in the City of Jacksonville, Duvall County, Florida;

(viii) The parcel of real property, together with all Improvements located thereon and known for street numbering purposes as 1201 N. State Road 7, in the City of Royal Palm Beach, North Palm Beach County, Florida;

(ix) The parcel of real property, together with all Improvements located thereon and known for street numbering purposes as 12701 SW 124 ^th Street, in the City of Kendall, Miami-Dade County, Florida;

(x) The parcel of real property, together with all Improvements located thereon and known for street numbering purposes as 6550 SW 160 ^th Avenue, in the City of Southwest Ranches, Broward County, Florida;

(xi) The parcel of real property, together with all Improvements located thereon and known for street numbering purposes as 3024 Plummer Cove Road, in the City of Jacksonville, Duvall County, Florida;

(xii) The parcel of real property, together with all Improvements located thereon and known for street numbering purposes as 105 Old Peachtree Road, in the City of Suwanee, Gwinnett County, Georgia;

(xiii) The parcel of real property, together with all Improvements located thereon and known for street numbering purposes as 55 Commercial Street, in the City of Medford, Middlesex County, Massachusetts; and

(xiv) The parcel of real property, together with all Improvements located thereon and known for street numbering purposes as 15910 Pearl Road, in the City of Strongsville, Cuyahoga County, Ohio;

as each of the aforementioned parcels is more particularly described on Exhibit “A” attached hereto and incorporated by reference herein, which Exhibit is subject to update during the Inspection Period (the “ Land ”), together with all buildings (including, without limitation, heating, ventilation, air conditioning and other building systems), structures, fixtures, parking areas, sidewalks, landscaping and improvements owned by Seller and now located on the Land (collectively referred to as the “ Improvements ”), (the Land, the Improvements, all appurtenances pertaining thereto, and all rights, title and interest of Seller in and to any riparian rights, easements, licenses, privileges, adjacent streets, roads, alleys, strips, gores or rights of way pertaining to the Land are hereinafter collectively referred to as the “ Premises ”), and together with:

(a) All tangible personal property upon the Land or within the Improvements, including, without limitation, furniture, carpeting, draperies, equipment, appliances, machinery, tools and supplies, furnishings, computer hardware, signage, inventory and other types and items of personal property affixed thereto, located thereon or used in connection with the operation of the Premises owned by Seller (the “ Personal Property ”). The Personal Property to be conveyed

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is subject to depletions, replacements and additions in the ordinary course of Seller’s business and shall not include any items of personal property owned by any tenants of the Premises (the “ Tenants ”) and any items of personal property owned by third parties and leased to Seller; and

(b) All of Seller’s right, title and interest in and to all assignable leases, tenancy, occupancy or storage agreements in and for all or any portion of the Premises (collectively, the “ Leases ”), together with all refundable security or other deposits and prepaid rents made pursuant to such Leases (the “ Tenant Deposits ”);

(c) All of Seller’s right, title and interest in and to the Assumed Service Contracts (hereinafter defined), including, without limitation, all leasing, service, supply and maintenance contracts relating to the Premises; and

(d) Any of Seller’s right, title and interest in any intangible personal property used in connection with the Premises and the business operated thereon; any assignable permits, assignable approvals, assignable utility rights, assignable developmental rights, assignable warranties, and assignable guaranties, to the extent in Seller’s possession or on the Premises: any plans and specifications and any other architectural and engineering drawings for the Improvements, any surveys, engineering reports and other technical information relating to the Land; any of Seller’s right, title and interest in any licenses, franchises, computer software, logos, tradenames, trademarks, servicemarks, telephone numbers and advertising materials (except any of the aforementioned containing the name “Rising Tide”); any goodwill associated with the Premises; any insurance proceeds and condemnation awards or claims thereto with respect to occurrences or proceedings commencing after the Execution Date, and all books and records used in connection with the Premises and the business operated thereon, excluding the minute books and other similar books and records of Seller that constitute corporate records or tax returns (collectively, the “ Intangibles ”).

The Premises, Personal Property, Leases, Tenant Deposits, Assumed Service Contracts and Intangibles are hereinafter sometimes collectively referred to as the “ Property ”.

ARTICLE II

PURCHASE PRICE

2.1. Purchase Price .

The total purchase price for the Property shall be One Hundred Twenty-One Million and 00/100 Dollars ($121,000,000.00) (the “ Purchase Price ”), together with all Personal Property, Leases, Tenant Deposits, Assumed Service Contracts and Intangibles relating thereto.

2.2 Payment of Purchase Price .

Purchaser shall pay to Seller at Closing (defined herein) the Purchase Price, subject to adjustments and credits as set forth in this Agreement, either (a) in cash, cashier’s check or wire transfer of immediately available funds (U.S. Dollars) or (b) such other method as is approved by Seller. In the event payment is made by wire transfer, sums shall be deemed paid by Purchaser when receipt of the wire transfer is acknowledged by a financial institution designated by Seller as the recipient.

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ARTICLE III

CONTINGENCY

3.1 The Purchaser’s and Seller’s obligations hereunder are subject to the satisfaction of the following condition precedent (the “ Condition Precedent ”) by Tuesday, August 7, 2007 at 5:00 P.M. EST: approval by the majority of the Board of Trustees of Purchaser’s general partner of (a) the acquisition of the Property; (b) the Settlement Agreement to be executed by Purchaser and Seller and other related parties concurrently herewith (the “Settlement Agreement”); and (c) the Property Management Termination Agreement, the Marketing Services Termination Agreement and the Option Termination Agreement to be executed by Purchaser and Seller and other related parties concurrently herewith (the “Termination Agreements”) . Purchaser shall deliver written notice to Seller that the Condition Precedent has been met by Tuesday, August 7, 2007 at 5:00 P.M. EST, and if no such notice is delivered by such date and time, Seller may immediately terminate this Agreement, with Purchaser having no right to cure.

ARTICLE IV

INSPECTION

4.1. Duration .

Purchaser shall have the right, subject to the terms herein, during normal business hours and at such other times upon reasonable notice for a period commencing on the Execution Date and ending at 5:00 p.m. EST on August 17, 2007 (the “ Inspection Period ”) to enter upon the Premises to inspect and investigate the Property to determine whether or not the same is satisfactory to Purchaser, in Purchaser’s sole discretion. If Purchaser provides written notification to Seller on or before the expiration of the Inspection Period that, based upon Purchaser’s due diligence investigation, the Property is unsuitable for purchase by Purchaser or that any of the Conditions Precedent has not been satisfied, then this Agreement shall terminate, and neither of the parties hereto shall have any further rights or obligations under this Agreement whatsoever, except for any such rights and obligations that, by the express terms hereof, survive any termination of this Agreement. If Purchaser does not provide such notice to Seller on or before the expiration of the Inspection Period, the Property shall be considered satisfactory to Purchaser, the Conditions Precedent shall be deemed satisfied or waived, and Purchaser shall be obligated to purchase the Property on the terms and conditions set forth herein.

Purchaser may extend the Inspection Period until 5:00 p.m. EST on September 7, 2007, if Purchaser provides written notification to Seller electing such extension. The Inspection Period may not be extended beyond September 7, 2007, without a written amendment to this Agreement signed by Purchaser and Seller.

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4.2 Entry and Inspection .

During the Inspection Period, subject to the rights of tenants, Seller shall make the Property available for inspection by Purchaser, Purchaser’s employees, agents and contractors, during normal business hours and at such other times upon reasonable notice but in no event less than twenty-four (24) hours advance notice. During the Inspection Period, Purchaser may, at Purchaser’s sole risk and expense, undertake a complete physical inspection of the Premises as Purchaser deems appropriate; provided, however, that (a) any such inspection does not cause any permanent damage to the Premises and (b) Purchaser shall not conduct or allow any intrusive inspection of the Premises without Seller’s prior written consent, which Seller hereby agrees not to unreasonably withhold, condition or delay. Notwithstanding anything contained in this Section 4.2 to the contrary, Seller hereby consents to any customary Phase I environmental inspection of the Premises. In addition, with the exception of privileged communications and materials, Purchaser shall have the right to review at the Premises any operating files maintained by Seller or its property manager in connection with the leasing, maintenance and/or management of the Premises, that are on the Premises, including, without limitation, rent rolls, financial and operating statements for the last three (3) years, structural engineering studies, environmental studies, those service contracts or agreements pertaining to the use, operation or maintenance of the Property (the “ Service Contracts ”), plans and specifications, tenant lease files, and other general records relating to the income and expenses of the Premises. During the Inspection Period, Purchaser shall obtain an appraisal of the fair market value of the Property (the “ Appraisal ”).

All such inspections, investigations and examinations shall be undertaken at Purchaser’s sole cost and expense. Prior to conducting any examination of the Premises, Purchaser shall provide Seller with a certificate of insurance confirming that Purchaser maintains a comprehensive general liability policy with coverage in an amount of not less than $1,000,000.00. Purchaser will coordinate all on-site inspections with Seller so that Seller shall have the option of having one of Seller’s representatives present at any and all on-site inspections, provided, however Seller’s representative shall not unreasonably disturb Purchaser’s investigations. Purchaser shall direct all communications to Seller’s designated management representatives and not to Seller’s on-site employees. After completing any inspections, Purchaser shall restore the Property to substantially the condition that existed immediately prior to said inspection and repair any damage caused by Purchaser’s inspections, and Purchaser hereby agrees to indemnify and hold Seller harmless from any and all claims made or causes of action brought against Seller or the Property to the extent resulting from the activities of Purchaser or any of Purchaser’s agents or servants in conducting any of the inspections, investigations or examinations on the Premises; provided, however, Purchaser shall have no liability to Seller under this Section 4.2 for pre-existing conditions upon the Property.

Purchaser agrees not to unreasonably disrupt the business operations on the Premises or any of the tenants during the term of this Agreement and Purchaser further agrees not to disclose to any third party any non-public information contained in books of account, customer lists or any other proprietary information provided to Purchaser by Seller, except to Purchaser’s agents, contractors, accountants, attorneys, lender and otherwise as may be necessary or desirable for the purposes of this transaction or as may be otherwise required by law, without the express prior written consent of Seller.

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Neither Purchaser, nor any employee or agent of Purchaser, shall report any non-public data, results, or work product obtained or produced in connection with Purchaser’s inspection and examination of the Property to a municipal, state, or federal government or agency or any other administrative agency, or any other third party, except as required by Purchaser in order to evaluate the Property or to comply with legal requirements and duties, without the written permission of the Seller.

Seller shall reasonably cooperate with Purchaser in its due diligence review and investigation of the Property and shall direct its employees and agents to reasonably cooperate with Purchaser in such review and investigation. Except as otherwise set forth in Article VI, Seller assumes no responsibility for the accuracy or completeness of any statement or other matter contained in any of the documents or records used by Purchaser to assist Purchaser in making its inspections, investigations or tests with respect to the Premises.

The terms of this Section 4.2 shall survive the Closing or the termination of this Agreement, as applicable.

4.3 Seller’s Deliveries .

Seller shall deliver to Purchaser (or make available to Purchaser for Purchaser’s review or copying, at Seller’s principal office or at the Premises) within five (5) days after the Execution Date (unless otherwise set forth below) copies of the following (collectively, the “ Property Information”):

Notwithstanding the above, Seller shall only be required to make available the Property Information, to the extent not otherwise in the possession of Purchaser’s affiliates.

Except as otherwise set forth in Article VI , Purchaser acknowledges and agrees that Seller makes no representations or warranties, express or implied, regarding the Property Information, including, without limitation, with respect to the qualifications of the parties having prepared such materials, or the accuracy or completeness of such Property Information, or Purchaser’s right to rely on any such Property Information.

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4.4 Securities Law Matters .

Purchaser acknowledges that (i) its affiliate manages the Premises on behalf of Seller pursuant to that certain Property Management Agreement by and between YSI Management, LLC and Seller dated October 27, 2004 and (ii) its affiliate provides marketing and other services to the Premises on behalf of Seller pursuant to that certain Marketing and Ancillary Services Agreement by and between U-Store-It Mini Warehouse Co. and Seller dated October 27, 2004. As a result of the foregoing, Purchaser has maintained the books and records of the Premises and all related information with respect to the Premises. At Purchaser’s request, at any reasonable time before or after the Closing with reasonable prior notice, Seller shall provide to Purchaser’s designated independent auditor access to the books and records of the Premises that are in Seller’s possession or Seller shall give its permission to Purchaser’s affiliates to provide access to such auditor to the book and records of the Premises and all related information with respect to the Premises for (i) the period for which Purchaser or its general partner is required to have the Premises audited under the regulations of the Securities and Exchange Commission and (ii) any subsequent period required to be presented in the registration statement(s) and filings of Purchaser’s general partner, and Seller shall provide to such auditor a representation letter in substantially the form of Exhibit “B” attached hereto in connection with the audit of the Premises in accordance with generally accepted auditing standards (“ Audit ”). In addition, Seller shall have its accountants or Seller shall give permission to Purchaser’s affiliates, at Purchaser’s expense and on terms and conditions mutually acceptable to Seller’s accountants and Purchaser to reformulate the audited financial statements of Seller with respect to the Premises in order to generate audited financial statements and related audit reports required to be included in registration statement(s) and filings with respect to the Premises. The provisions of this paragraph shall survive the Closing.

ARTICLE V

TITLE AND SURVEY

5.1. Initial Title and Survey Review .

On or before ten (10) days after the Execution Date (the “ Initial Title and Survey Delivery Date ”), Purchaser shall deliver to Seller copies of those certain Commitments for Title Insurance issued by Chicago Title Insurance Company (the “ Title Company ”) for each of the fourteen (14) parcels of Land described in Section 1.1 hereof (the “ Title Commitments ”). On or before the expiration of the Inspection Period, Purchaser shall deliver to Seller copies of the surveys on each of the fourteen (14) parcels of Land described in Section 1.1 hereof (the “ Surveys ”). In the event Purchaser determines in its sole but reasonable discretion that there exist any matter(s) included in the Title Commitments and/or shown on the Surveys that are reasonably objectionable to Purchaser, Purchaser’s sole remedy shall be to terminate this Agreement by reason of such objection(s) by giving written notice to Seller on or before the expiration of the Inspection Period, in which event this Agreement shall be deemed terminated and the parties hereto shall be relieved of all further obligations and liabilities under this Agreement other than those that are expressly stated to survive the termination of this Agreement. Seller shall have no obligation to take any action or expend any money to remove any exceptions to title or survey revealed during Purchaser’s due diligence and investigation of

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the Premises (such exceptions, other than the Mandatory Removal Liens (defined herein) and any exceptions that the Title Company agrees to remove, or to affirmatively insure-over, at or prior to Closing, or Seller agrees to cure, are hereinafter referred to as the “ Permitted Exceptions ”); provided, however, that notwithstanding the foregoing, Seller shall be obligated to remove from record (by bonding or otherwise) any of the following affecting the Premises as of the Closing Date: (w) any easements or rights of way with respect to the Premises (other than easements benefiting the Premises which do not materially adversely affect the Premises) granted by Seller after the date hereof and any agreements affecting title to the Premises, entered into by Seller after the date hereof, in either case, without Purchaser’s prior written approval, which approval shall not be unreasonably withheld or delayed; (x) liquidated, final, non-appealable liens or judgments against Seller and materially adversely affecting the Premises; (y) any mortgage or other security interest entered into by Seller; or (z) any mechanic’s or materialman’s lien and any judgment docketed against 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 (collectively, the “ Mandatory Removal Liens ”).

5.2 Updated Title Report and Survey .

Notwithstanding the foregoing, Purchaser shall have until the Closing Date, to review any title exceptions or survey matters newly disclosed by any updates to the Title Commitments (an “ Updated Title Report ”) issued by the Title Company or by an update to the current surveys or a new survey (any such update to the Surveys or a new survey is herein called a “ New Survey ”, and such newly disclosed title exceptions or survey matters that would materially adversely affect the use or value of the Premises, (“ Additional Exceptions ”). If Seller does not elect to have removed or insured over any Additional Exceptions to which Purchaser objects, or fails to cure, any Additional Exception which it shall have elected to cure, Purchaser shall have the right to elect, in writing, at or prior to the Closing, either (1) to terminate this Agreement, in which event this Agreement shall terminate, and neither party shall have any further rights, obligations or duties under this Agreement, or (2) to accept title to the Property subject to such Additional Exceptions. If Seller does timely so cure or arrange for insurance over the objections, then this Agreement shall continue in effect. Purchaser shall have the right at any time to waive any objections that it may have made and thereby to preserve this Agreement in effect. If Purchaser does not elect to terminate the Agreement as provided above, the Additional Exceptions will be deemed to be Permitted Exceptions. Purchaser agrees to promptly deliver to Seller copies of any and all Updated Title Reports and New Surveys, as applicable, upon Purchaser’s receipt thereof.

ARTICLE VI

REPRESENTATIONS OR WARRANTIES BY SELLER

6.1. Seller’s Representations and Warranties .

Seller hereby represents, warrants, and covenants to Purchaser that the following are true and correct as of the Execution Date, and such representations and warranties shall be deemed to be remade as of the Closing Date:

(a) Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is qualified to transact business in the States in which the Premises are located, except where the failure to be so qualified should not have a material adverse effect on the Premises.

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(b) Seller has the power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, 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.

(c) No consent, approval, permit or order of, nor filing with, any individual, partnership, corporation, trust or other entity, governing agency or political subdivision is required in connection with: (i) the execution, delivery, and performance by Seller of this Agreement or (ii) the consummation by Seller of the transactions contemplated hereby; other than such consents, approvals, permits or orders that have been obtained or will be obtained prior to the Closing Date.

(d) To Seller’s knowledge, none of the execution, delivery and performance by Seller of this Agreement, nor the consummation by Seller of the transactions contemplated hereby, will be in conflict with, or constitute a default (or an event or condition which, with notice of lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or result in the creation or imposition of any lien or encumbrance under, any agreement, note, mortgage or other instrument to which Seller is a party or which Seller may be bound or subject, or, to Seller’s knowledge, violate any court order or decree binding upon such party.

(e) Except for the pending litigation among the Purchaser and Seller and their affiliates and principals styled U-Store-It Trust, et al. v. Rising Tide Development, et al ., Case No. 07-625562, and Todd Amsdell v. U-Store-It Trust, et al ., Case No. 07-626345, in the Cuyahoga County Court of Common Pleas, Cleveland, Ohio, there is no litigation or proceeding, judicial or administrative, pending, or to the knowledge of Seller, threatened, materially affecting the Seller, the ability of Seller to consummate the transactions contemplated hereby, or the value or use of the Premises. To Seller’s knowledge, without inquiry or investigation, Seller has not received any written notice of any material violation of applicable law that would have a material adverse effect on the use or value of the Property, except to the extent that Purchaser or any of Purchaser’s affiliates have been notified of any such violation, by an independent third party or governmental agency or officer.

(f) Seller has good title in fee simple to the Premises, free and clear of all liens and encumbrances except the Mandatory Removal Liens; all easements, reservations, restrictions, covenants and conditions of record in the recording office of the situs of each parcel of Land; zoning ordinances; taxes and assessments not yet due and payable; encroachments or other survey matters which do not materially adversely affect use or value of the Premises; and rights of tenants/occupants in possession, and no party, except as herein set forth, has or shall have on the Closing Date any rights in, or to acquire, the Premises, except for the rights of occupancy set forth in the Leases.

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(g) To Seller’s knowledge, Seller has received no written notice of any proceeding or inquiry pending before or by any governmental authority with respect to the presence of any hazardous materials on the Premises or their migration from or to other property, and to Seller’s knowledge (except as may be provided or disclosed in any of the environmental reports listed on Exhibit G, all of which have been in the possession of Purchaser or any of Purchaser’s affiliates prior to the Execution Date), no hazardous materials, in violation of applicable environmental laws, were stored or generated on or released from or are present on the Premises. The foregoing representations and warranties shall be deemed to be remade as of the Closing Date, except to any extent otherwise notified by Seller to Purchaser. As used herein, the term “hazardous material” shall mean any hazardous, toxic, radioactive or dangerous waste, substance or material defined as such in the Comprehensive Environmental Response Compensation and Liability Act of 1980 (“ CERCLA ”), The Resource Conservation Recovery Act (“ RCRA ”), the Superfund Amendment Reauthorization Act (“ SARA ”), any so-called superfund or superlien law or any other applicable federal, state or local statute law, ordinance, code, rule, regulation, order, decree, regulating, relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, as now in effect, and any petroleum product. As used in this Section 6.1(g) only, “Seller’s knowledge” shall mean the actual knowledge of Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell (the “ Amsdells ”) without any requirement to make an inquiry or investigation, including, but not limited to, no requirement (i) to review the files or other documents in the possession of each of the Amsdells or of which each of the Amsdells is aware or (ii) to inquire of employees of the Seller or its affiliates who have primary responsibilities pertinent to such inquiry and access to information in the possession of Seller or its affiliates and responsive thereto.

(h) Seller has no knowledge of any violation by Seller [or, without any inquiry, by the entity which has held title to the Property during the five years preceding the Closing Date] of (a) the PATRIOT Act, Pub. L. No. 107-56, the Bank Secrecy Act, 31 U.S.C. § 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. §§ 1956 and 1957; (b) the Export Administration Act (50 U.S.C