STSFF Smartstop Self Storage REIT Inc (PK)

Exhibit 10.1

SPONSOR FUNDING AGREEMENT

This SPONSOR FUNDING AGREEMENT (this “Agreement”) is executed this 1st day of November, 2023 by and among Strategic Storage Trust VI, Inc., a Maryland corporation (the “Company”), Strategic Storage Operating Partnership VI, L.P., a Delaware limited partnership (the “Operating Partnership”), and SmartStop REIT Advisors, LLC, a Delaware limited liability company (the “Sponsor”).

W I T N E S S E T H

WHEREAS, the Company, the Operating Partnership, and Strategic Storage Advisor VI, LLC (the “Advisor”) are parties to that certain Amended and Restated Advisory Agreement dated March 17, 2022 (the “Advisory Agreement”);

WHEREAS, the Sponsor is the parent company of the Advisor;

WHEREAS, the Company has been offering (the “Offering”) shares of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), Class T Common Stock, par value $0.001 per share (“Class T Common Stock”), and Class W Common Stock, par value $0.001 per share (“Class W Common Stock”), pursuant to a Registration Statement on Form S-11 (the “Registration Statement”) filed with the Securities and Exchange Commission (SEC File No. 333-256598);

WHEREAS, in connection with this Agreement, the Company desires to cease selling shares of its Class A Common Stock, Class T Common Stock and Class W Common Stock in the primary portion of the Offering and begin offering shares of Class Y Common Stock, par value $0.001 per share (“Class Y Common Stock”), and Class Z Common Stock, par value $0.001 per share (“Class Z Common Stock”), pursuant to the new prospectus contained in the Registration Statement (the “Prospectus”);

WHEREAS, the Sponsor or an affiliate hereby agrees to fund the payment of all upfront sales commissions, dealer manager fees and organization and offering expenses in connection with the sales of shares of Class Y Common Stock and Class Z Common Stock in the Offering pursuant to the terms of this Agreement;

WHEREAS, in connection with the Company issuing a one-time stock dividend to the holders of each of the Class A Common Stock, Class T Common Stock and Class W Common Stock (collectively, the “Stock Dividends”) in order to provide investors the same number of shares that such investors would have received had the investors originally purchased its Class A Common Stock, Class T Common Stock and Class W Common Stock, respectively, at the proposed purchase price of $9.30 for the Class Y Common Stock and Class Z Common Stock, the Sponsor hereby agrees to fund to the Company an amount of cash sufficient to cover the dilution from the Stock Dividends;

WHEREAS, in consideration for the Sponsor agreeing to provide such funding, the Company and the Operating Partnership have simultaneously entered into Amendment No. 3 (“Amendment No. 3”) to the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Partnership Agreement”) in order to issue Series C Subordinated Convertible Units (“Series C Units”) to the Sponsor and set forth the terms, rights and restrictions of the Series C Units;

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, agree as follows:

1. Funding of Offering Expenses. Effective upon the commencement of the sale of shares of Class Y Common Stock and Class Z Common Stock in the Offering, the Sponsor or an affiliate agrees to fund the payment (as further described in the Prospectus) of (i) the upfront 3% sales commission for the sale of Class Y Common Stock, (ii) the upfront 3% dealer manager fee for the sale of Class Y Common Stock, and (iii) the estimated 1% organization and offering expenses for the sale of Class Y Common Stock and Class Z Common Stock.

2. Funding of Cash to Cover Stock Dividend Dilution. Effective upon the Company issuing the Stock Dividends, the Sponsor or an affiliate agrees to fund to the Company an amount of cash sufficient to cover the dilution to the Company from the Stock Dividends.

3. Issuance of Series C Units. In consideration for the Sponsor or an affiliate providing the funding set forth in Section 1 and 2 hereof (the “Funding Amounts”), the Company and the Operating Partnership agree to cause the Operating Partnership to issue the Series C Units to the Sponsor or an affiliate equal to the dollar amount of such funding divided by the then-current offering price (initially $9.30 per share) for the Class Y Common Stock and Class Z Common Stock sold in the offering. The Operating Partnership shall issue such Series C Units on a monthly basis as set forth in Section 4 below and such Series C Units shall have the rights, terms and restrictions set forth in Amendment No. 3 and the Partnership Agreement.

4. Timing of Funding and Issuance of Series C Units. The Sponsor or an affiliate shall pay the Funding Amounts to the Company on a monthly basis within 30 days after the end of each calendar month. Upon receipt of the Funding Amounts by the Company each month, the Operating Partnership shall issue the Series C Units to the Sponsor or an affiliate pursuant to Section 3 above in book entry form effective as of the respective funding date.

5. Termination Date. This Agreement shall terminate immediately upon the date that the Company ceases to offer shares of Class Y Common Stock and Class Z Common Stock in the Offering; provided, however, Sections 1, 2 and 3 shall remain in effect until the final payment of the Funding Amounts, and the final issuance of the Series C Units for such Funding Amounts, as contemplated by those sections.

6. Notices. Any notice in this Agreement permitted to be given, made or accepted by any party to the another, must be in writing and shall be deemed effectively given upon the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) calendar days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. For purposes hereof the addresses of the parties, until changed as hereafter provided, shall be as follows:

Any party may at any time give notice in writing to the other party of a change in its address for the purposes of this Section 5.

7. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

8. Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. However, neither this Agreement nor any of the rights of the parties hereunder may otherwise be transferred or assigned by any party hereto, except that (a) if the Company or the Operating Partnership shall merge or consolidate with or into, or sell or otherwise transfer substantially all its assets to, another company which assumes the Company’s and the Operating Partnership’s obligations under this Agreement, the Company and/or the Operating Partnership may assign its rights hereunder to that successor company, and (b) the Sponsor may assign its rights and obligations hereunder to any affiliate. Any attempted transfer or assignment in violation of this Section 7 shall be void.

9. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

10. Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

11. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, 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 greatest extent possible.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California.

13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

14. No Strict Construction. The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Sponsor Funding Agreement to be effective as of the date first above written.

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Exhibit 10.2

AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

STRATEGIC STORAGE OPERATING PARTNERSHIP VI, L.P.

In accordance with Section 4.3(a)(i) and Article 11 of the Second Amended and Restated Limited Partnership Agreement dated March 17, 2022 (the “Partnership Agreement”) of Strategic Storage Operating Partnership VI, L.P. (the “Partnership”), the Partnership Agreement is hereby amended by this Amendment No. 1 thereto (this “Amendment”) to reflect certain changes in share classification of Strategic Storage Trust VI, Inc. (the “General Partner”) and the issuance of Series C Subordinated Convertible Units (“Series C Units”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Partnership Agreement.

WHEREAS, in connection with the public offering of the General Partner (the “Public Offering”), the General Partner has filed, on the date herewith, Articles Supplementary to reclassify 200,000,000 authorized but unissued shares of Class T Common Stock of the General Partner as shares of Class Y Common Stock, $0.001 par value per share, of the General Partner (the “Class Y Common Stock”), and to reclassify 70,000,000 authorized but unissued shares of Class A Common Stock of the General Partner as shares of Class Z Common Stock, $0.001 par value per share, of the General Partner (the “Class Z Common Stock”), with the preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, or terms or conditions of redemption described therein;

WHEREAS, SmartStop REIT Advisors, LLC, the sponsor of the General Partner or an affiliate thereof (the “Sponsor”), desires to fund the front end sales load in the Public Offering, which will result in additional net proceeds available for investment by the General Partner and a lower share price pursuant to a Sponsor Funding Agreement, dated as of the date hereof;

WHEREAS, in connection with the General Partner issuing a one-time stock dividend to the holders of each of the Class A Common Stock, Class T Common Stock and Class W Common Stock (collectively, the “Stock Dividends”) in order to provide investors the same number of shares that such investors would have received had the investors originally purchased its Class A Common Stock, Class T Common Stock and Class W Common Stock, respectively, at the proposed purchase price of $9.30 for the Class Y Common Stock and Class Z Common Stock, the Sponsor desires to fund to the Company an amount of cash sufficient to cover the dilution from the Stock Dividends;

WHEREAS, the parties hereto desire to reflect certain changes in share classification, the issuance of the Series C Units and other changes by amending the Partnership Agreement by entering into this Amendment.

NOW THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Amendments to Defined Terms

A. The following are hereby added as additional defined terms in the Partnership Agreement:

Class Y REIT Shares means the REIT Shares classified as Class Y common stock in the Articles of Incorporation.

Class Y Unit means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class Y Unit as provided in this Agreement.

Class Z REIT Shares means the REIT Shares classified as Class Z common stock in the Articles of Incorporation.

Class Z Unit means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class Z Unit as provided in this Agreement.

Gross Asset Value means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a) the initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the Agreed Value of such asset on the date of contribution, as determined by the General Partner and agreed to by the contributing Person;

(b) the Gross Asset Values of all Partnership assets immediately prior to the occurrence of any event described in clauses (i) through (v) below may, in the discretion of the General Partner, be adjusted to equal their respective gross fair market values, as determined by the General Partner using such reasonable method of valuation as it may adopt, as of the following times:

(i) the acquisition of an additional interest in the Partnership by a new or existing Partner in exchange for more than a de minimis Capital Contribution;

(ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property as consideration for an interest in the Partnership;

(iii) the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g);

(iv)the grant of an interest in the Partnership (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity or in anticipation of becoming a Partner of the Partnership;

(v) at such other times as the General Partner shall reasonably determine necessary or advisable in order to comply with Regulations Sections 1.704-1(b) and 1.704-2;

(c) the Gross Asset Value of any Partnership asset distributed to a Partner shall be the gross fair market value of such asset on the date of distribution, as determined by the distributee and the General Partner; provided , however , that if the distributee is the General Partner or if the distributee and the General Partner cannot agree on such a determination, such gross fair market value shall be determined by appraisal;

(d) the Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this subsection (d) to the extent that the General Partner reasonably determines that an adjustment pursuant to subsection (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d); and

(e) if the Gross Asset Value of a Partnership asset has been determined or adjusted pursuant to subsection (a), subsection (b) or subsection (d) above, such Gross Asset Value shall thereafter be adjusted by the depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

Liquidating Event means any of the following: (i) an event of withdrawal, as defined in Section 10-402(2)-(9) of the Act (including without limitation, bankruptcy), or the withdrawal in violation of this Agreement, of the last remaining General Partner unless, within ninety (90) days after withdrawal, a majority in interest of the Partners remaining agree in writing, in their sole and absolute discretion, to continue the Partnershp and to the appointment, effective as of the date of such withdrawal, of a successor General Partner; (ii) an election to dissolve the Partnership made by the General Partner in its sole and absolute discretion, with or without the consent of the Partners; (iii) entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act; or (iv) the redemption or other acquisition by the Partnership or the General Partner of all Partnership Interests other than Partnership Interests held by the General Partner.

Liquidating Gains means any net gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any Liquidating Event or Terminating Capital Transaction), including but not limited to net gain realized in connection with an adjustment to the Gross Asset Value of Partnership assets under the definition of Gross Asset Value in this Agreement.

Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership, in any case, not in the ordinary course of the Partnership’s business.

B. The following definitions are hereby revised and restated defined terms in the Partnership Agreement:

Invested Capital means the amount calculated by multiplying the total number of REIT Shares purchased by Stockholders by (a) the offering price for the Stock paid by such Stockholders in an Offering or (b) for Stock not purchased in an Offering, the issue price for the Stock; in each case reduced by any Distributions attributable to Net Sale Proceeds, any Stockholder Servicing Fee attributable to the Class T REIT Shares and the Class Y REIT Shares, any Dealer Manager Servicing Fee attributable to the Class W REIT Shares and the Class Z REIT Shares, and any amounts paid by the General Partner to repurchase shares of Stock pursuant to a plan for repurchase of the General Partner’s Stock.

Partnership Unit means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder, including Class A Units, Class P Units, Class T Units, Class W Units, Class Y Units, Class Z Units, and Preferred Units. Without limitation on the authority of the General Partner as set forth in Section 4.3 hereof, the General Partner may designate any Partnership Units, and may designate one or more series of any class of Partnership Units. The allocation of Partnership Units among the Partners shall be as set forth on Exhibit A, as such Exhibit may be amended from time to time.

REIT Share means a share of common stock, par value $0.001 per share, in the General Partner (or successor entity, as the case may be), including Class A REIT Shares, Class P REIT Shares, Class T REIT Shares, Class W REIT Shares, Class Y REIT Shares, and Class Z REIT Shares, the terms and conditions of which are set forth in the Articles of Incorporation.

Section 2. Issuance of Series C Subordinated Convertible Units.

Pursuant to Section 4.2(a)(i) of the Partnership Agreement, the Partnership hereby agrees to issue Series C Units to the Sponsor pursuant to a Sponsor Funding Agreement. In consideration for the Sponsor providing the funding for the front end sales load and the dilution from the Stock Dividends pursuant to the Sponsor Funding Agreement, the Partnership shall issue Series C Units to the Sponsor equal to the dollar amount of such funding divided by the then-current offering price (initially $9.30 per share) for the Class Y and Class Z shares sold in the offering. The Series C Units will have the rights, powers, privileges, restrictions, qualifications, and limitations specified in Exhibit I hereto.

Section 3. Amendments to Article 4 of the Partnership Agreement

A. Section 4.3(a)(i)(A)(1) is hereby amended and restated as follows:

(A)(1)the additional Partnership Interests are issued in connection with an issuance of REIT Shares of or other interests in the General Partner, which shares or interests have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner by the Partnership in accordance with this Section 4.3 (without limiting the foregoing, for example, the Partnership shall issue Partnership Interests consisting of: Class A Units to the General Partner in connection with the issuance of Class A REIT Shares; Class P Units to the General Partner in connection with the issuance of Class P REIT Shares, Class T Units to the General Partner in connection with the issuance of Class T REIT Shares; Class W Units to the General Partner in connection with the issuance of Class W REIT Shares; Class Y Units in connection with the issuance of Class Y REIT Shares; and Class Z Units in connection with the issuance of Class Z REIT Shares), and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with the issuance of such shares of stock of or other interests in the General Partner;

B. Section 4.3(a)(ii)(B) is hereby amended and restated as follows:

the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership (without limiting the foregoing, for example, the Partnership shall issue Limited Partnership Interests consisting of: (1) Class A Units to the General Partner in connection with the issuance of Class A REIT Shares; (2) Class P Units to the General Partner in connection with the issuance of Class P REIT Shares; (3) Class T Units to the General Partner in connection with the issuance of Class T REIT Shares; (4) Class W Units to the General Partner in connection with the issuance of Class W REIT Shares; (5) Class Y Units to the General Partner in connection with the issuance of Class Y REIT Shares; and (6) Class Z Units to the General Partner in connection with the issuance of Class Z REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of a property to be held directly by the General Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors (as defined in the Articles of Incorporation).

Section 4. Amendment to Article 5 of the Partnership Agreement

Section 5.2(a)(ii) is hereby amended and restated as follows:

the number of days between such Partnership Record Date (including such Partnership Record Date) and the immediately preceding Partnership Record Date, provided that the aggregate distributions made hereunder to the holders of Class T Units and Class Y Units shall be reduced (but not below zero) by the aggregate Stockholder Servicing Fee payable by the General Partner with respect to the Class T REIT Shares and Class Y REIT Shares, respectively, with respect to such Record Date and the aggregate distributions made hereunder to the holders of Class W Units and Class Z Units shall be reduced (but not below zero) by the aggregate Dealer Manager Servicing Fee payable by the General Partner with respect to the Class W REIT Shares and Class Z REIT Shares, respectively, with respect to such Record Date.

Section 5. Amendment to Article 6 of the Partnership Agreement

Section 6.10 is hereby amended and restated as follows:

6.10 Miscellaneous. In the event the General Partner redeems any REIT Shares (other than REIT Shares redeemed in accordance with the share redemption program of the General Partner through proceeds received from the General Partner’s distribution reinvestment plan), then the General Partner shall cause the Partnership to purchase from the General Partner a number of Partnership Units as determined based on the application of the Conversion Factor on the same terms that the General Partner exchanged such REIT Shares (without limiting the foregoing, for example, the Partnership shall purchase from the General Partner, Partnership Interests consisting of: (a) Class A Units in connection with the exchange of Class A REIT Shares; (b) Class P Units in connection with the exchange of Class P REIT Shares; (c) Class T Units in connection with the exchange of Class T REIT Shares; (d) Class W Units in connection with the exchange of Class W REIT Shares; (e) Class Y Units in connection with the exchange of Class Y REIT Shares; and (f) Class Z Units in connection with the exchange of Class Z REIT Shares). Moreover, if the General Partner makes a cash tender offer or other offer to acquire REIT Shares, then the General Partner shall cause the Partnership to make a corresponding offer to the General Partner to acquire an equal number of Partnership Units held by the General Partner. In the event any REIT Shares are exchanged by the General Partner pursuant to such offer, the Partnership shall redeem an equivalent number of the General Partner’s Partnership Units for an equivalent purchase price based on the application of the Conversion Factor (without limiting the foregoing, for example, the Partnership shall redeem from the General Partner, Partnership Interests consisting of (a) Class A Units in connection with the exchange of Class A REIT Shares; (b) Class P Units in connection with the exchange of Class P REIT Shares; (c) Class T Units in connection with the exchange of Class T REIT Shares; (d) Class W Units in connection with the exchange of Class W REIT Shares; (e) Class Y Units in connection with the exchange of Class Y REIT Shares; and (f) Class Z Units in connection with the exchange of Class Z REIT Shares).

Section 6. Continuation of the Partnership Agreement

The Partnership Agreement and this Amendment shall be read together and shall have the same force and effect as if the provisions of the Partnership Agreement and this Amendment were contained in one document. Any provisions of the Partnership Agreement not amended by this Amendment shall remain in full force and effect as provided in the Partnership Agreement immediately prior to the date hereof. In the event of a conflict between the provisions of this Amendment and the Partnership Agreement, the provisions of this Amendment shall control.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Partnership Agreement as of the 1st day of November, 2023.

EXHIBIT I

DESCRIPTION OF SERIES C SUBORDINATED CONVERTIBLE UNITS

The following are the terms, rights and restrictions of the Series C Subordinated Convertible Units (the “Series C Units”) established pursuant to this Amendment: