8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2011 (October 28, 2011)

CUBESMART

CUBESMART, L.P.

(Exact Name Of Registrant As Specified In Charter)

Maryland (CubeSmart)	001-32324	20-1024732
Delaware (CubeSmart, L.P.)	000-54662	34-1837021
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

460 E. Swedesford Road, Suite 3000, Wayne, Pennsylvania 19087

(Address of Principal Executive Offices)

(610) 293-5700

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

On October 28, 2011, CubeSmart (the “Company”) and CubeSmart, L.P. (the “Operating Partnership”) executed and delivered an underwriting agreement (the “Underwriting Agreement”), by and among the Company, the Operating Partnership, and Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several Underwriters named in Exhibit A thereto (the “Underwriters”), relating to the issue and sale by the Company of a total of 2,800,000 of the Company’s 7.75% Series A Cumulative Redeemable Preferred Shares, par value $.01 per share (up to 3,220,000 shares if the Underwriters exercise their option to purchase 420,000 additional shares in full) (the “Preferred Shares”).  The issue and sale of the Preferred Shares is expected to settle on November 2, 2011.  Under the terms of the Underwriting Agreement, the Company and the Operating Partnership have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute payments that the Underwriters may be required to make because of any of those liabilities.  The Underwriting Agreement contains customary representations and covenants.

The offering of the Preferred Shares was registered under the Securities Act pursuant to a registration statement on Form S-3 (Registration No. 333-176885) filed with the Securities and Exchange Commission (the “Commission”) on September 16, 2011.  The terms of the Preferred Shares are described in the Company’s prospectus dated September 16, 2011, as supplemented by a prospectus supplement dated October 28, 2011, as filed with the Commission as of October 31, 2011.

Some of the Underwriters and/or their respective affiliates have in the past provided and all of the Underwriters may in the future provide various financial advisory, investment banking, commercial banking and other financial services to the Company, for which they have received and in the future may receive compensation. Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and certain of the other Underwriters acted as underwriters in connection with our recently consummated public offering of common shares.

Affiliates of Wells Fargo Securities, LLC and certain of the other Underwriters act as lenders and/or agents under the Company’s $250.0 million unsecured revolving credit facility, its $200.0 million unsecured term loan and its $200.0 million term loan facility. Certain affiliates of Wells Fargo Securities, LLC and certain of the other Underwriters also act as lenders under mortgages on certain of the Company’s properties. In addition, in order to ensure that financing will be available to consummate its acquisition of a portfolio of 22 open and operating self-storage facilities from Storage Deluxe, the Company has received combined bridge financing commitments from affiliates of Wells Fargo Securities, LLC for which Wells Fargo Securities, LLC or its affiliates will receive certain fees and commissions that have been previously disclosed.

The foregoing is not a complete discussion of the Underwriting Agreement and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached to this Current Report on Form 8-K as Exhibit 1.1, which is incorporated herein by reference.

In connection with the offer and sale of the Preferred Shares, the Company has agreed to provide to certain investors in the Preferred Shares and their affiliates a conditional waiver from the ownership limitations contained in CubeSmart’s Declaration of Trust to allow them to acquire more than 9.8% of the Preferred Shares pursuant to a form of limited waiver of ownership limitation.

In connection with the filing of the Underwriting Agreement, the Company and the Operating Partnership are filing on Exhibits 5.1 and 8.1 to this Current Report on Form 8-K the opinions of their counsel.

Also attached to this Current Report on Form 8-K is the full text of the Purchase Agreement for the Company’s Series B Cumulative Redeemable Preferred Shares of Beneficial Interest dated October 24, 2011 with Wells Fargo Investment Holdings, LLC, which had been previously disclosed in the Company’s Current Report on Form 8-K filed on October 24, 2011.

Item 7.01Regulation FD Disclosure.

On October 28, 2011, the Company issued a press release announcing the pricing of its offering of the Preferred Shares, a copy of which is furnished as Exhibit 99.1 hereto.

Item 9.01Financial Statements and Exhibits

ExhibitNumber	Description
1.1	Underwriting Agreement, dated October 28, 2011, by and among CubeSmart, CubeSmart, L.P., and Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated and each of the other Underwriters named in Exhibit A thereto.
5.1	Opinion of Pepper Hamilton LLP as to the legality of the Preferred Shares.
8.1	Opinion of Pepper Hamilton LLP regarding certain tax matters.
10.1	Purchase Agreement for Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, dated October 24, 2011, between CubeSmart and Wells Fargo Investment Holdings, LLC.
23.1	Consent of Pepper Hamilton LLP (included in Exhibit 5.1).
23.2	Consent of Pepper Hamilton LLP (included in Exhibit 8.1).
99.1	Press Release dated October 28, 2011.

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Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CUBESMART
Date: October 31, 2011	By:	/s/ Jeffrey P. Foster
		Name:	Jeffrey P. Foster
		Title:	Senior Vice President, Chief Legal
			Officer & Secretary
	CUBESMART, L.P.
	By:	CubeSmart, general partner
Date: October 31, 2011		By:	/s/ Jeffrey P. Foster
			Name:	Jeffrey P. Foster
			Title:	Senior Vice President, Chief
				Legal Officer & Secretary

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EXHIBIT INDEX

ExhibitNumber	Description
1.1	Underwriting Agreement, dated October 28, 2011, by and among CubeSmart, CubeSmart, L.P., and Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated and each of the other Underwriters named in Exhibit A thereto.
5.1	Opinion of Pepper Hamilton LLP as to the legality of the Preferred Shares.
8.1	Opinion of Pepper Hamilton LLP regarding certain tax matters.
10.1	Purchase Agreement for Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, dated October 24, 2011, between CubeSmart and Wells Fargo Investment Holdings, LLC.
23.1	Consent of Pepper Hamilton LLP (included in Exhibit 5.1).
23.2	Consent of Pepper Hamilton LLP (included in Exhibit 8.1).
99.1	Press Release dated October 28, 2011.

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EX-1.1

Exhibit 1.1

Execution Copy

CUBESMART

7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest

(Liquidation Preference $25.00)

UNDERWRITING AGREEMENT

Dated: October 28, 2011

TABLE OF CONTENTS

	Page
SECTION 1. Representations and Warranties	2
SECTION 2. Sale and Delivery to Underwriters; Closing	19
SECTION 3. Covenants of the Transaction Entities	20
SECTION 4. Payment of Expenses	25
SECTION 5. Conditions of Underwriters’ Obligations	25
SECTION 6. Indemnification	29
SECTION 7. Contribution	31
SECTION 8. Representations, Warranties and Agreements to Survive Delivery	33
SECTION 9. Termination of Agreement	33
SECTION 10. Default by One or More of the Underwriters	34
SECTION 11. Notices	35
SECTION 12. Parties	35
SECTION 13. GOVERNING LAW AND TIME	35
SECTION 14. Effect of Headings	35
SECTION 15. Definitions	35
SECTION 16. Permitted Free Writing Prospectuses	37
SECTION 17. Absence of Fiduciary Relationship	38
SECTION 18. Research Analyst Independence	38
SECTION 19. Consent to Jurisdiction	39
SECTION 20. Waiver of Immunity	39

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EXHIBITS

Exhibit A	–	Underwriters
Exhibit B	–	Subsidiaries of the Company
Exhibit C	–	Form of Opinion of Company Counsel
Exhibit D	–	Form of Company Tax Counsel Opinion
Exhibit E	–	Form of Pricing Term Sheet
Exhibit F	–	Issuer General Use Free Writing Prospectuses
Exhibit G	–	Form of CFO Certificate

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CUBESMART

7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest

UNDERWRITING AGREEMENT

October 28, 2011

Wells Fargo Securities, LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

As Representatives of the several Underwriters
c/o Wells Fargo Securities, LLC
301 S. College Street

Charlotte, North Carolina 28288

Ladies and Gentlemen:

CubeSmart, a Maryland real estate investment trust (the “Company”), and CubeSmart, L.P., a Delaware limited partnership for which the  Company is the sole general partner (the “Operating Partnership” and together with the Company, the “Transaction Entities”), confirm their respective agreements with Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representative (in such capacity, the “Representatives”), with respect to the issue and sale by the Company of a total of 2,800,000 shares (the “Initial Securities”) of the Company’s 7.75% Series A cumulative redeemable preferred shares of beneficial interest (Liquidation Preference $25.00 per share), par value $.01 per share (the “Series A Shares”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in Exhibit A hereto, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 420,000 additional Series A Shares to cover over allotments, if any.  The Initial Securities to be purchased by the Underwriters and all or any part of the 420,000 additional Series A Shares subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities.”  Certain terms used in this Agreement are defined in Section 15 hereof.

The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

The Company has prepared and previously delivered to you a preliminary prospectus supplement dated October 27, 2011 relating to the Securities and a related base prospectus dated September 16, 2011 (the “Base Prospectus”).  Such preliminary prospectus supplement and Base Prospectus, including the documents incorporated or deemed to be incorporated by reference

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therein pursuant to Item 12 of Form S-3 under the 1933 Act, are hereinafter called, collectively, the “Pre-Pricing Prospectus.”  Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement dated October 28, 2011 (the “Prospectus Supplement”) and will file the Prospectus Supplement and the Base Prospectus with the Commission, all in accordance with the provisions of Rule 430B and Rule 424(b).  The Prospectus Supplement and the Base Prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are herein called, collectively, the “Prospectus.”

On October 24, 2011, the Operating Partnership entered into an agreement (the “Acquisition Agreement”) to acquire twenty two self-storage properties from Storage Deluxe (the “Acquired Properties”) as described in the Prospectus (the “Proposed Acquisition”).

SECTION 1.  Representations and Warranties.

(a)Representations and Warranties by the Company and the Operating Partnership.  The Company and the Operating Partnership hereby jointly and severally, represent and warrant to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Date referred to in Section 2(c) hereof, and as of each Option Closing Date (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows:

(1)Status as a Well-Known Seasoned Issuer.  (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405, including not having been and not being an “ineligible issuer” as defined in Rule 405 (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405).  The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such an “automatic shelf registration statement.”  The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form.  Any written communication that was an offer relating to the Securities made by the Company or any person acting on its behalf (within the meaning, for this sentence only, of Rule 163(c)) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163.

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(2)Compliance with Registration Requirements.  The Company meets the requirements for use of Form S-3 under the 1933 Act and the Securities have been duly registered under the 1933 Act pursuant to the Registration Statement.  The Registration Statement and any post-effective amendments thereto have become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with.  The Registration Statement was initially filed with the Commission on September 16, 2011.

(3)Registration Statement, Prospectus and Disclosure at Time of Sale.  At the respective times that the Registration Statement and any amendments thereto became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2), and at the Closing Date, (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Registration Statement and any amendments to the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

At the respective times that the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b) or issued, at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), and at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

As of the Applicable Time and as of each time prior to the Closing Date that an investor agrees (orally or in writing) to purchase any Securities from the Underwriters, neither (x) the Pricing Term Sheet (as defined in Section 3(s) below), any other Issuer General Use Free Writing Prospectuses, if any, issued at or prior to the Applicable Time, the Pre-Pricing Prospectus as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  Each preliminary prospectus and the Prospectus and any amendments or supplements to any of the foregoing filed as part of the Registration Statement or any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so

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delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations.

The representations and warranties in the preceding paragraphs of this Section 1(a)(3) do not apply to statements in or omissions from the Registration Statement, any preliminary prospectus, the Prospectus, the General Disclosure Package or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with the Underwriter Content (as hereinafter defined).

Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus that has not been superseded or modified.

At the respective times that the Registration Statement or any amendments to any of the foregoing were filed and as of the earliest time after the filing of the Registration Statement that the Company or any other offering participant made a bona fide offer of the Securities within the meaning of Rule 164(h)(2), and at the date hereof, the Company was not and is not an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405; and without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby.

The copies of the Registration Statement and any amendments to any of the foregoing and the copies of each preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.  For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery.

(4)Incorporated Documents.  The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, at the respective times when they became or hereafter become effective or at the respective times they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, as applicable, and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

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(5)REIT Status. The Company has been organized and has operated in conformity with the requirements for qualification and taxation as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”) for each taxable year commencing with its taxable year ended December 31, 2004 and through its taxable year ended December 31, 2010, and its current and proposed organization and method of operation (as described in the General Disclosure Package and the Prospectus) will enable the Company to continue to meet the requirements for qualification and taxation as a real estate investment trust under the Code for its taxable year ending December 31, 2011 and thereafter.

(6)Distribution of Offering Material By the Company.  The Company has not distributed and will not distribute, prior to the later of the last Option Closing Date (as defined below) and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives or referenced in Exhibit F hereto or the Registration Statement.

(7)The Underwriting Agreement.  This Agreement has been duly authorized, executed and delivered by each of the Transaction Entities.

(8)Authorization of the Securities.  The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company to the Underwriters against payment therefor pursuant to this Agreement on the Closing Date or any Option Closing Date, will be validly issued, fully paid and nonassessable.  The form of the certificate representing the Series A Shares, which was incorporated by reference as an exhibit to the Registration Statement, complies with all applicable legal requirements, the requirements of the Company’s declaration of trust and bylaws, and the requirements of the New York Stock Exchange (“NYSE”).  The Company has duly and validly reserved for future issuance a requisite number of Common Shares so issuable upon redemption or conversion of the Series A Shares in accordance with the articles supplementary of the Series A Shares. The Common Shares so issuable upon redemption or conversion of the Series A Shares have been duly authorized and, when issued upon conversion of the Series A Shares in accordance with the articles supplementary of the Series A Shares, will be validly issued, fully paid and nonassessable.

(9)No Private Issuances of Series A Shares.  During the six-month period preceding the date of the Prospectus, the Company has not issued or sold any securities pursuant to Rule 144A, Regulation D, or Regulation S of the 1933 Act, except in connection with the redemption or conversion of limited partnership units of the Operating Partnership (the “Units”) or as otherwise disclosed in the General Disclosure Package and the Prospectus.

(10)No Applicable Registration or Other Similar Rights.  Except as otherwise disclosed in the General Disclosure Package and the Prospectus, there are no persons with registration or other similar rights to have any equity or debt securities registered for

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sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as have been effectively waived or are inapplicable to the offering of the Securities.

(11)No Material Adverse Change.  Except as otherwise disclosed in the General Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in the General Disclosure Package:  (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Transaction Entities, their subsidiaries or the Acquired Properties, considered as one entity (any such change is called a “Material Adverse Change”); (ii) the Transaction Entities and their subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, nor entered into any material transaction or agreement; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries or joint ventures, any of its subsidiaries or joint ventures on any class of capital shares or repurchase or redemption by the Company or any of its subsidiaries or joint ventures of any class of capital shares.

(12)Independent Accountants.  KPMG LLP, who has certified the financial statements (which term as used in this Agreement includes the related notes thereto and any schedules) included or incorporated by reference in the Registration Statement and included or incorporated by reference in the General Disclosure Package and the Prospectus, is an independent registered public accounting firm with respect to the Company as required by the 1933 Act and the 1934 Act.

(13)Preparation of the Financial Statements.  The financial statements filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the General Disclosure Package and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified.  The supporting schedules included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information required to be stated therein.  Such financial statements comply as to form with the applicable accounting requirements of the 1933 Act and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto.  No other financial statements or supporting schedules are required under applicable law or the rules and regulations of the Commission to be included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus.  The selected historical operating and financial data set forth in or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information set forth therein on a basis consistent with that of the audited financial statements contained in, or incorporated by reference in, the Registration Statement, the General Disclosure Package and the Prospectus.  The Company’s ratios of earnings to fixed charges set forth or

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incorporated by reference in the General Disclosure Package and the Prospectus and in Exhibit 12 to the Registration Statement have been calculated in compliance with Item 503(d) of Regulation S-K under the 1933 Act.

(14)Incorporation and Good Standing of the Company and its Subsidiaries.  (i) Each of the Company and its subsidiaries has been duly formed or organized and is validly existing and in good standing under the laws of the jurisdiction of its formation or organization, except with respect to any subsidiaries as would not have a Material Adverse Effect (defined below), and (ii) the Company and each of its subsidiaries is duly qualified to transact business as a foreign entity and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or be in good standing would not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Transaction Entities and their subsidiaries, considered as one entity (a “Material Adverse Effect”).  Each of the Company and its subsidiaries has the entity power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement.  All of the issued and outstanding shares of capital stock of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.  The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries and joint ventures listed on Exhibit B attached hereto.

(15)Formation and Good Standing of the Operating Partnership.  The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, is duly qualified to do business and is in good standing as a foreign limited partnership in each jurisdiction in which its ownership or lease of property and other assets or the conduct of its business requires such qualification, except where the failure to so qualify or be in good standing, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and has all partnership power and authority necessary to own or hold its properties and other assets, to conduct the business in which it is engaged and to enter into and perform its obligations under this Agreement. The Company is the sole general partner of the Operating Partnership and, as of the date of this Agreement, but prior to giving effect to the use of proceeds under its offering of common shares pursuant to a final prospectus dated October 25, 2001, owns a 95.4% interest in the Operating Partnership.

(16)Capitalization and Other Capital Share Matters.  The authorized, issued and outstanding capital shares of the Company is as set forth in the General Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the General Disclosure

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Package and the Prospectus or upon exercise of outstanding options described in the General Disclosure Package and the Prospectus, as the case may be).  The Series A Shares (including the Securities) conform in all material respects to the description thereof contained in the General Disclosure Package and the Prospectus. All of the issued and outstanding capital shares of the Company have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and applicable state securities laws.  None of the outstanding capital shares of the Company were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company.  There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any shares of beneficial interest of the Company or any of its subsidiaries other than those described in the General Disclosure Package and the Prospectus or as provided in the declaration of trust of the Company.  The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the General Disclosure Package and the Prospectus accurately present the information required to be shown with respect to such plans, arrangements, options and rights and all such plans have been approved or adopted in accordance with applicable law, rule or regulations, including without limitation, the rules of the NYSE.  All of the issued and outstanding Units have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws).  The terms of the Units conform in all material respects to the descriptions thereof contained in the General Disclosure Package and the Prospectus.  Except as disclosed in the General Disclosure Package and the Prospectus or as provided in the partnership agreement of the Operating Partner, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership.

(17)Listing.  The Company has applied to have the Securities approved for listing on the NYSE.

(18)Non-Contravention of Existing Instruments.  Neither of the Transaction Entities nor any of their subsidiaries is (i) in violation or in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under its declaration of trust, charter, certificate of limited partnership, by-laws, limited partnership agreement or other organizational documents, as the case may be, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which such Transaction Entity or subsidiary is a party or by which it may be bound, or to which any of the property or assets of a Transaction Entity or any of its subsidiaries is subject (each, an “Existing Instrument”) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over a Transaction Entity or subsidiary or any of its properties, as applicable, except with respect to clauses (ii) and (iii), for such

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Defaults or violations as would not, individually or in the aggregate, have a Material Adverse Effect.

(19)No Further Authorizations or Approvals Required. The execution, delivery and performance of this Agreement and the Acquisition Agreement by each of the Transaction Entities and consummation of the transactions contemplated herein and in the Acquisition Agreement by the Transaction Entities, by the General Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary trust or partnership action, as applicable, and will not result in any Default under the declaration of trust or by-laws of the Company, the certificate of limited partnership or agreement of limited partnership of the Operating Partnership or any organizational document of any subsidiary thereof, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Transaction Entities or any of their subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, defaults or Debt Repayment Triggering Event or liens, charges or encumbrances that could not result in a Material Adverse Effect, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Transaction Entities or any of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having  jurisdiction over the Transaction Entities or any of their subsidiaries or any of their properties.  No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of this Agreement or the Acquisition Agreement by each of the Transaction Entities and consummation by the Transaction Entities of the transactions contemplated herein or in the Acquisition Agreement, by the General Disclosure Package and by the Prospectus, except, in the case of this Agreement, as (i) have been obtained or made by each of the Transaction Entities and are in full force and effect under the 1933 Act, or (ii) or as may be obtained under the 1933 Act, applicable state securities or blue sky laws and from FINRA, upon the filing of the Articles Supplementary to Declaration of Trust of the Company with the Maryland State Department of Assessments and Taxation and additional listing applications for the Initial Securities on the NYSE and, in the case of the Acquisition Agreement, such approvals, consents, authorizations, orders, registrations, filings as have been or will be obtained prior to the applicable closing dates under the Acquisition Agreement.  As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by either of the Transaction Entities or any of their subsidiaries.

(20)Enforceability and Description of Acquisition Agreement.  The Acquisition Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Operating Partnership, enforceable in accordance with its terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency or other similar laws relating to or affecting creditors’ rights generally or by

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general equitable principles.  To the knowledge of the Transaction Entities, the Acquisition Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of the seller named therein, enforceable in accordance with its terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.  To the knowledge of the Transaction Entities, the conditions to the consummation of the transaction contemplated by the Acquisition Agreement will be satisfied, and that such transaction will be consummated on the terms and by the date, and as otherwise contemplated by, the Prospectus and the Acquisition Agreement.  The description of the Acquisition Agreement set forth under the heading “The Company—Recent Developments” in the General Disclosure Package and the Prospectus constitutes a complete and accurate summary of the material terms thereof.

(21)No Material Actions or Proceedings.  Except as otherwise disclosed in the General Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the Company’s knowledge, threatened against or affecting the Transaction Entities or any of their subsidiaries, (i) which has as the subject thereof any officer, director or trustee of, or property owned or leased by, the Transaction Entities or any of their subsidiaries or (ii) relating to environmental or discrimination matters, where in either such case, (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to such Transaction Entity or subsidiary, or any officer, director or trustee of, or property owned or leased by, the Transaction Entities or any of their subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, could reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

(22)No Material Actions or Proceedings Affecting the Acquisition Properties.  Except as otherwise disclosed in the General Disclosure Package and the Prospectus, to the knowledge of the Transaction Entities, there are no legal or governmental actions, suits or proceedings pending or threatened against or affecting any of the Acquisition Properties where (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Acquisition Properties and (B) any such action, suit or proceeding, if so determined adversely, could reasonably be expected to have a Combined Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement or the Acquisition Agreement.

(23)Labor Matters.  No labor problem or dispute with the employees of the Company or any of its subsidiaries exists or, to the Company’s knowledge, is threatened or imminent, and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, that could reasonably be expected to have a Material Adverse Effect.

(24)Intellectual Property Rights.  The Transaction Entities and their subsidiaries own, possess, license or have other rights to use, or can acquire on reasonable terms, all patents, patent applications, trade and service marks, trade and

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service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of the Company’s business as now conducted or as proposed in the General Disclosure Package and the Prospectus to be conducted.  Except as set forth in the General Disclosure Package and the Prospectus, no party has been granted an exclusive license to use any portion of such Intellectual Property owned by the Transaction Entities or their subsidiaries. There is no (i) to the Company’s knowledge, infringement by third parties of any such Intellectual Property owned by or exclusively licensed to the Transaction Entities or their subsidiaries, (ii) pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Transaction Entities’ or their subsidiaries’ rights in or to any Intellectual Property, and the Transaction Entities are unaware of any facts that would form a reasonable basis for any such claim, (iii) no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Transaction Entities are unaware of any facts that would form a reasonable basis for any such claim, and (iv) no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that either of the Transaction Entities’ business as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Transaction Entities are unaware of any other fact that would form a reasonable basis for any such claim, except in each case, any such action, suit, proceeding or claim that would not, individually or in the aggregate, result in a Material Adverse Effect.

(25)All Necessary Permits, etc.  The Transaction Entities and each of their subsidiaries and, to the knowledge of the Transaction Entities, the Acquisition Properties possess such valid and current licenses, certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, as described in the General Disclosure Package and the Prospectus, except where failure to possess any such licenses, certificates, authorizations or permits would not, singly or in the aggregate, result in a Combined Material Adverse Effect, and neither of the Transaction Entities nor any of their subsidiaries, nor to the knowledge of the Transaction Entities, any of the Acquisition Properties, has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such license, certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Combined Material Adverse Effect.

(26)Title to Properties.  The Transaction Entities and each of their subsidiaries have good and marketable title to all the properties and assets reflected as owned in the Company’s financial statements that are incorporated by reference into the Registration Statement (or otherwise described in the General Disclosure Package and the Prospectus) (collectively, the “Properties”), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except (i) as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or (ii) those which do not, singly or in the aggregate, materially affect the value of such Property and do not interfere with the use made or proposed to be made of such Property by the Transaction Entities, any subsidiary or a joint venture entity in

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which the Company or any of its subsidiaries owns a minority interest.  The real property, improvements, equipment and personal property held under lease by the Transaction Entities or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Transaction Entities or such subsidiary.  The Operating Partnership or a subsidiary thereof has obtained title insurance on the fee interest in each of the Properties, in an amount that is commercially reasonable for each Property, but at least equal to the purchase price of each such Property.  All such policies of insurance are in full force and effect.

(27)Tax Law Compliance.  The Transaction Entities and their consolidated subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for (i) any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings and (ii) any tax returns or taxes where failure to file or pay would not have a Material Adverse Effect.  The Company has made appropriate provisions in the Company’s financial statements that are incorporated by reference into the Registration Statement (or otherwise described in the General Disclosure Package and the Prospectus)in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Transaction Entities or any of their consolidated subsidiaries has not been finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.

(28)Tax Classification of the Operating Partnership.  The Operating Partnership has been properly classified either as a partnership or as an entity disregarded as separate from the Company for federal tax purposes throughout the period from its formation through the date hereof.

(29)Company Not an “Investment Company.”  The Company is not, and after receipt of payment for the Securities and the application of the proceeds thereof as contemplated under the caption “Use of Proceeds” in the preliminary prospectus and the Prospectus will not be required to register as, an “investment company” within the meaning of the 1940 Act.

(30)Compliance with Reporting Requirements.  The Company is subject to and in compliance in all material respects with the reporting requirements of Section 13 or Section 15(d) of the 1934 Act.

(31)Insurance.  The Transaction Entities and their subsidiaries are insured by recognized, financially sound and reputable institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses.  To the knowledge of the Transaction Entities, all policies of insurance and fidelity or surety bonds insuring the Transaction Entities or any of their subsidiaries or their respective businesses, assets, employees, officers, directors and

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trustees are in full force and effect; the Transaction Entities and their subsidiaries are in compliance with the terms of such policies and instruments in all material respects and there are no material claims by the Transaction Entities or any of their subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; and neither of the Transaction Entities nor any such subsidiary has been refused any insurance coverage sought or applied for.  Neither of the Transaction Entities has any reason to believe that it or any of its subsidiaries will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not have a Material Adverse Effect.

(32)No Restrictions on Dividends or Other Distributions.  No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends or other distributions to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by the General Disclosure Package and the Prospectus.

(33)No Price Stabilization or Manipulation.  The Transaction Entities have not taken and will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Series A Shares to facilitate the sale or resale of the Securities.

(34)Related Party Transactions.  There are no business relationships or related-party transactions involving either of the Transaction Entities or any of their subsidiaries or any other person required to be described in the preliminary prospectus or the Prospectus that have not been described, or incorporated by reference, as required.

(35)No Material Weakness in Internal Controls.Except as disclosed in the General Disclosure Package and the Prospectus, or in any document incorporated by reference therein, since the end of the Company’s most recent audited fiscal year, there has been (i) to the Company’s knowledge, no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(36)Disclosure Controls.  The Company maintains an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the 1934 Act) that is designed to ensure that information relating to the Company and its consolidated subsidiaries and required to be disclosed by the Company in reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required

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disclosure.  The Company has carried out evaluations of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15(e) under the 1934 Act.

(37)Internal Controls and Procedures.  The Company maintains (i) effective internal control over financial reporting as defined in Rule 13a-15(f) under the 1934 Act, and (ii) a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(38)Stock Options.  With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company (the “Company Stock Plans”), (i) each Stock Option designated by the Company at the time of grant as an “incentive stock option” under Section 422 of the Code, so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of trustees of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the 1934 Act and all other applicable laws and regulatory rules or requirements, including the rules of the NYSE, (iv) the per share exercise price of each Stock Option was equal to or greater than the fair market value of a Common Share on the applicable Grant Date and (v) each such grant was properly accounted for in accordance with GAAP in the consolidated financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the 1934 Act and all other applicable laws.  The Company has not knowingly granted, and there is no and has been no policy or practice of the Company or any of its subsidiaries of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its results of operations or prospects.

(39)No Unlawful Contributions or Other Payments.Neither of the Transaction Entities nor any of their subsidiaries nor, to the knowledge of the Company, any director, trustee, officer, agent, employee or affiliate of the Transaction Entities or any of their subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA (as defined herein), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign

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political office, in contravention of the FCPA, and the Transaction Entities, their subsidiaries and, to the knowledge of the Company, their affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

(40)No Conflict with Money Laundering Laws.  The operations of the Transaction Entities and their subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Transaction Entities or any of their subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(41)No Conflict with OFAC Laws.  Neither of the Transaction Entities nor any of their subsidiaries nor, to the knowledge of the Company, any director, trustee, officer, agent, employee or affiliate of the Transaction Entities or any of their subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Transaction Entities will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(42)Compliance with Laws.  (i) Neither of the Transaction Entities nor any of their subsidiaries knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning any Properties or any Acquisition Properties or any part thereof which could have a Combined Material Adverse Effect; (ii) each of the Properties and, to the knowledge of the Transaction Entities, each of the Acquisition Properties, complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure does not materially impair the value of any of the Properties and will not result in a forfeiture or reversion of title; (iii) neither of the Transaction Entities nor any of their subsidiaries have received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or the Acquisition Properties or any part thereof, and neither of the Transaction Entities nor any of their subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated could have a Combined Material Adverse Effect; (iv) all liens, charges, encumbrances, claims, or restrictions on or affecting the properties and assets (including the Properties)

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of the Transaction Entities or any of their subsidiaries or, to the knowledge of the Transaction Entities, any of the Acquisition Properties, that are required to be described in the General Disclosure Package and the Prospectus are disclosed therein; (v) no lessee of any  portion of any of the Properties or, to the knowledge of the Transaction Entities, any of the Acquisition Properties, is in default under any of the leases governing such properties and there is no event which, but for the passage of time or the giving of notice or both would constitute a default under any of such leases, except such defaults that could not have a Combined Material Adverse Effect; and (vi) all water, stormwater, sanitary sewer, electricity and telephone service are available at the property lines of each Property or, to the knowledge of the Transaction Entities, each Acquisition Property, over duly dedicated streets or perpetual easements of record benefiting the applicable Property or Acquisition Property other than as could not have a Combined Material Adverse Effect; and (vii) no tenant under any lease pursuant to which the Transaction Entities or any of their subsidiaries leases the Properties or, to the knowledge of the Transaction Entities, any lease pursuant to which any Acquisition Property leases such Acquisition Property, has an option or right of first refusal to purchase the premises leased thereunder or the building of which such premises are a part, except as such options or rights of first refusal which, if exercised, could not have a Combined Material Adverse Effect.

(43)Compliance with Environment Laws.  Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) neither the Transaction Entities nor any of their subsidiaries is in violation of any federal, state, local or foreign law, regulation, order, permit or other requirement relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of the Transaction Entities or their subsidiaries as described in the Registration Statement, the General Disclosure Package and the Prospectus under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any of its subsidiaries received any written communication that alleges that either of the Transaction Entities or any of their subsidiaries is in violation of any Environmental Law, except in each case as would not, individually or in the aggregate, have a Material Adverse Effect; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which either of the Transaction Entities has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Transaction Entities or any of their subsidiaries, now or in the past (collectively, “Environmental Claims”), pending or, to the Company’s

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knowledge, threatened against the Transaction Entities or any of their subsidiaries or any person or entity whose liability for any Environmental Claim the Transaction Entities or any of their subsidiaries has retained or assumed either contractually or by operation of law, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) to the Company’s knowledge, there are no past, present or anticipated future actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law, require expenditures to be incurred pursuant to Environmental Law, or form the basis of a potential Environmental Claim against the Transaction Entities or any of their subsidiaries or against any person or entity whose liability for any Environmental Claim the Transaction Entities or any of their subsidiaries has retained or assumed either contractually or by operation of law, except as would not, individually or in the aggregate, have a Material Adverse Effect; and (iv) neither of the Transaction Entities nor any of their subsidiaries is subject to any pending or, to the Company’s knowledge, threatened proceeding under Environmental Law to which a governmental authority is a party and which is reasonably likely to result in monetary sanctions of $100,000 or more.

(44)Periodic Review of Costs of Environmental Compliance.  In the ordinary course of its business, the Transaction Entities conduct a periodic review of the effect of Environmental Laws on the business, operations and properties of the Transaction Entities and their subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties).  On the basis of such review and the amount of its established reserves, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect, except as otherwise disclosed in the General Disclosure Package and the Prospectus.

(45)ERISA Compliance.  Each of the Transaction Entities and its subsidiaries are in compliance with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which either of the Transaction Entities or its subsidiaries would have any liability; neither of the Transaction Entities nor any of their subsidiaries has incurred and reasonably expects to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Section 412 or 4971 of the Code, including the regulations and published interpretations thereunder; and each “pension plan” for which either of the Transaction Entities or its subsidiaries would have any liability that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service that such plan is so qualified and, to the knowledge of the Company, nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification, except in each case where such non-compliance, reportable events, liabilities or failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.

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(46)Brokers.  Except as otherwise disclosed in the General Disclosure Package and the Prospectus, there is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s fee or other fee or commission as a result of any transactions contemplated by this Agreement.

(47)No Outstanding Loans or Other Indebtedness.  There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company to or for the benefit of any of the officers or trustees of the Company or any of the members of any of their families, except as disclosed in the General Disclosure Package and the Prospectus.

(48)Sarbanes-Oxley Compliance.  There is and has been no failure on the part of the Company and any of the Company’s trustees or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

(49)Subsidiaries.  The Operating Partnership, CubeSmart Management, LLC, a Delaware limited liability company and CubeSmart TRS, Inc., an Ohio corporation, are  the only “significant subsidiaries” of the Company (as such term is defined in Rule 1-02(w) of Regulation S-X under the 1933 Act).

(50)Statistical and Market Related Data.  Nothing has come to the attention of the Transaction Entities that has caused the Transaction Entities to believe that the statistical and market-related data included in the General Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

(51)Compliance with the Americans with Disabilities Act.  Each of the Properties is in compliance with all presently applicable provisions of the Americans with Disabilities Act, except for such failures to comply as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(52)NYSE Compliance.  The Company is in compliance with the rules and regulations of the NYSE, including without limitation, the requirements for continued listing of the Common Shares on the NYSE, and there are no actions, suits or proceedings pending, threatened or, to the Company’s knowledge, contemplated, and the Company has not received any notice from the NYSE, regarding the revocation of such or otherwise regarding the delisting of the Common Shares from the NYSE.

(b)Certificates.  Any certificate signed by any officer of the Company or the Operating Partnership or any of their subsidiaries (whether signed on behalf of such officer, the Company, the Operating Partnership or such subsidiary) and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company or the Operating Partnership, as applicable, to each Underwriter as to the matters covered thereby.

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SECTION 2.  Sale and Delivery to Underwriters; Closing.

(a)Initial Securities.  On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, the Initial Securities and each Underwriter, severally and not jointly, agrees to purchase the respective number of Initial Securities set forth opposite its name in Exhibit A hereto plus any additional number of Initial Securities, which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at a price of $24.2125 per share (the “Purchase Price”).

(b)Option Securities.  In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to 420,000 Option Securities at a price per share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities.  The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities.  Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date.  If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

(c)Payment.  Payment of the purchase price for, and delivery of, the Initial Securities shall be made at the offices of Hunton & Williams LLP, 200 Park Avenue, 52nd Floor, New York, New York 10166, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M. (New York City time) on November 2, 2011 (unless postponed in accordance with the provisions of Section 10), or such other time not later than five business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Date”).

In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the

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Representatives and the Company, on each Option Closing Date as specified in the notice from the Representatives to the Company.

Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company, in each case against delivery to the Representatives for the respective accounts of the Underwriters of the Securities to be purchased by them.  It is understood that each Underwriter has authorized the Representatives, for their account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase.  Wells Fargo, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date or the relevant Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

(d)Delivery of Securities.  Delivery of the Initial Securities and any Option Securities shall be made through the facilities of DTC unless the Representatives shall otherwise instruct.

SECTION 3.  Covenants of the Transaction Entities.  Each of the Transaction Entities, jointly and severally, covenants and agrees with each Underwriter as follows:

(a)Representatives’ Review of Proposed Amendments and Supplements.  During the period beginning at the Applicable Time and ending on the later of the Closing Date or such date, as in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the 1933 Act (the “Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement, the General Disclosure Package or the Prospectus (including any amendment or supplement through incorporation by reference of any report filed under the 1934 Act), the Company shall furnish to the Representatives for review a copy of each such proposed amendment or supplement a reasonable period of time prior to such proposed filing, and the Company shall not file or use any such proposed amendment or supplement to which the Representatives reasonably and timely objects to.

(b)1933 Act Compliance.  After the date of this Agreement, the Company shall promptly advise the Representatives in writing (i) when the Registration Statement, if not effective at the time of execution of this Agreement, shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order or notice preventing or suspending the use of the Registration Statement, any preliminary prospectus or the Prospectus, or of any

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proceedings to remove, suspend or terminate from listing or quotation the Series A Shares from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes.  The Company shall use its best efforts to prevent the issuance of any such stop order or notice of prevention or suspension of such use.  If the Commission shall enter any such stop order or issue any such notice at any time, the Company will use its best efforts to obtain the lifting or reversal of such order or notice at the earliest possible moment, or, subject to Section 3(a), will file an amendment to the Registration Statement or will file a new registration statement and use its best efforts to have such amendment or new registration statement declared effective as soon as practicable.  Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) and 430B, as applicable, under the 1933 Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) under the 1933 Act were received in a timely manner by the Commission.

(c)Exchange Act and NYSE Compliance.  During the Prospectus Delivery Period, the Company will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act and the NYSE in the manner and within the time periods required by the 1934 Act and the NYSE.

(d)Amendments and Supplements to the Registration Statement, General Disclosure Package and Prospectus and Other 1933 Act Matters.  If, during the Prospectus Delivery Period, any event or development shall occur or condition exist as a result of which the General Disclosure Package or the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading, or if it shall be necessary to amend or supplement the General Disclosure Package or the Prospectus, or to file under the 1934 Act any document incorporated by reference in the General Disclosure Package or the Prospectus, in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading, or if in the opinion of the Representatives or their counsel it is otherwise necessary or advisable to amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, or to file under the 1934 Act any document incorporated by reference in the General Disclosure Package or the Prospectus, or to file a new registration statement containing the Prospectus, in order to comply with law, including in connection with the delivery of the Prospectus, the Company agrees to (i) notify the Representatives of any such event or condition and (ii) promptly prepare (subject to Sections 3(a) and 3(q) hereof), file with the Commission (and use its best efforts to have any amendment to the Registration Statement or any new registration statement to be declared effective) and furnish at its own expense to the Underwriters and to dealers, amendments or supplements to the Registration Statement, the General Disclosure Package or the Prospectus, or any new registration statement, necessary in order to make the statements in the General Disclosure Package or the Prospectus as so amended or supplemented, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading or so that the

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Registration Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, will comply with law.

(e)Copies of any Amendments and Supplements to the Prospectus.  The Company agrees to furnish the Representatives, without charge, during the Prospectus Delivery Period, as many copies of the Prospectus and any amendments and supplements thereto (including any documents incorporated or deemed incorporated by reference therein) and the General Disclosure Package as the Representatives may reasonably request.

(f)Copies of the Registration Statement and the Prospectus.  The Company will furnish to the Representatives and counsel for the Underwriters signed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the 1933 Act, as many copies of each preliminary prospectus, the Prospectus and any supplement thereto and the General Disclosure Package as the Representatives may reasonably request; provided, in each case, that the Representatives deliver such request(s) to the Company in writing.

(g)Blue Sky Compliance.  The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws or other foreign laws of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities.  The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation, other than those arising out of the offering or sale of the Securities in any jurisdiction where it is not now so subject.  The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

(h)Use of Proceeds.  The Company shall apply the net proceeds from the sale of the Securities sold by it in the manner described under the caption “Use of Proceeds” in the General Disclosure Package and the Prospectus.

(i)Transfer Agent.  The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Series A Shares.

(j)Earnings Statement.  The Company agrees with each of the Underwriters to make generally available to its shareholders as soon as practicable, but in any event not later than 16 months after the date hereof, an earnings statement covering a period of at

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least 12 months beginning after the date hereof and otherwise satisfying Section 11(a) of the Securities Act.

(k)Listing.  The Company will use its best efforts to effect the listing of the Securities on the NYSE within the time period specified in the Prospectus.

(l)Restriction on Sale of Securities.  During the Lock-Up Period, the Company will not, without the prior written consent of Wells Fargo, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Series A Shares or other capital shares of the Company or any securities convertible into or exercisable or exchangeable for Series A Shares or other capital shares of the Company.  Notwithstanding the provisions set forth in the immediately preceding sentence, the Company may, without the prior written consent of Wells Fargo:

(1)issue the Securities to the Underwriters pursuant to this Agreement;

(2)issue any of the Company’s Common Shares pursuant to that certain Underwriting Agreement dated October 25, 2011 by and between Wells Fargo, as representative of the several underwriters listed on Exhibit A thereto, the Company and the Operating Partnership;

(3)issue any Preferred Shares that are classified as Series B Preferred Shares in connection with the financing of the Proposed Acquisition;

(4)issue shares, and options to purchase Common Shares pursuant to equity incentive plans described in the General Disclosure Package and the Prospectus, as those plans are in effect on the date of this Agreement;

(5)issue Common Shares pursuant to any put, tender or other rights exercised by holders of Units in the Operating Partnership; and

(6)issue Common Shares upon the exercise of share options or other equity incentives outstanding on the date of this Agreement or issued after the date of this Agreement under equity incentive plans referred to in clause (4) above, as those plans are in effect on the date of this Agreement.

(m)Compliance with Sarbanes-Oxley Act.  The Company will comply in all material respects with all applicable securities and other laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act, and use its best efforts to cause the Company’s trustees and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act.

(n)Future Reports to Shareholders.  To furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders’ equity and cash flows of the Company and its

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consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its shareholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail; provided that any document that is available on EDGAR shall be deemed furnished to the Company’s shareholders in satisfaction of its obligation under this paragraph.

(o)Future Reports to the Representatives.  During the period from the date of this Agreement through the five year anniversary hereof, the Company will furnish upon request to the Representatives and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report on Form 10-K to shareholders for such year; and the Company will furnish upon request to the Representatives as soon as available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the 1934 Act or mailed to shareholders; provided that any document that is available on EDGAR shall be deemed furnished to the Representatives and Underwriters in satisfaction of the Company’s obligation under this paragraph.

(p)REIT Qualification. The Company will use its best efforts to continue to meet the requirements for qualification and taxation as a REIT under the Code, subject to any future determination by the Company’s board of trustees that it is no longer in the Company’s best interests to qualify as a REIT.

(q)Investment Limitation.  The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Securities in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the 1940 Act.

(r)No Manipulation of Price.  The Transaction Entities will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, under the 1934 Act or otherwise, the stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Securities.

(s)Pricing Term Sheet.  The Company will prepare a pricing term sheet (the “Pricing Term Sheet”) reflecting the final terms of the Securities, in substantially the form attached hereto as Exhibit E and otherwise in form and substance satisfactory to the Representatives, and shall file such Pricing Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business on the business day following the date hereof’ provided that the Company shall furnish the Representatives with copies of any such pricing Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Underwriters shall object.

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SECTION 4.  Payment of Expenses.

(a)Expenses.  The Company will pay all expenses incident to the performance of the Transaction Entities’ obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement and each amendment thereto (in each case including exhibits) and any costs associated with electronic delivery of any of the foregoing, (ii) the word processing and delivery to the Underwriters of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation of the certificates for the Securities and the issuance and delivery of the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other taxes or duties payable in connection with the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of one firm or counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplements thereto, (vi) the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, any Permitted Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing, (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any Canadian “wrapper” and any supplements thereto and any costs associated with electronic delivery of any of the foregoing, (viii) the fees and expenses of the transfer agent and registrar for the Securities, (ix) the filing fees incident to, and the reasonable fees and disbursements of one firm or counsel to the Underwriters in connection with, the review, if any, by FINRA of the terms of the sale of the Securities, (x) the fees and expenses incurred in connection with the listing of the Securities on the NYSE and for clearance, settlement and book-entry transfer through DTC, (xi) the costs and expenses of the Company and any of its officers, directors, trustees, counsel or other representatives in connection with presentations or meetings undertaken in connection with the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics and the production and hosting of any electronic roadshows, fees and expenses of any consultants engaged in connection with roadshow presentations, and travel, including chartered aircraft, lodging, transportation, and other expenses of the officers, directors, trustees, counsel and other representatives of the Company incurred in connection with any such presentations or meetings.  Except as otherwise provided herein, the Underwriters, shall pay their own expenses, including the fees and disbursements of Underwriters’ counsel.

(b)Termination of Agreement.  If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5, Section 9(a)(i) or (v) hereof, the Company shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of one firm or counsel for the Underwriters.

SECTION 5.  Conditions of Underwriters’ Obligations.  The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Transaction Entities contained in this Agreement, or in certificates signed by any officer of the Company or the Operating Partnership or any subsidiary of the Company or the Operating Partnership (whether signed on behalf of such officer, the Company, the Operating Partnership or such subsidiary) delivered to the Representatives or counsel for the Underwriters, to the

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performance by the Transaction Entities of their respective covenants and other obligations hereunder, and to the following further conditions:

(a)Effectiveness of Registration Statement.  The Registration Statement has become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or, to the knowledge of the Company, threatened by the Commission, any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Representatives, and the Commission shall not have notified the Company of any objection to the use of the form of the Registration Statement.  The Prospectus shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) (without reliance on (b)(8)).

(b)No Downgrade.  There shall not have occurred, on or after the date of this Agreement, any downgrading in the rating of any debt securities of or guaranteed by the Company, any preferred shares of the Company or any debt securities, preferred stock or trust preferred securities of any subsidiary or subsidiary trust of the Company by any “nationally recognized statistical rating organization” (as defined by the Commission in Section 3(a)(62) of the 1934 Act) or any public announcement that any such organization has placed its rating on the Company or any such debt securities, preferred shares or other securities under surveillance or review or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Company or any such debt securities, preferred shares or other securities have been placed on negative outlook.

(c)Opinion of Counsel for Company.  At Closing Date, the Representatives shall have received the favorable opinions, dated as of Closing Date, of Pepper Hamilton LLP, counsel for the Company (“Company Counsel”), in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit C and Exhibit D hereto and to such further effect as the Representatives or counsel to the Underwriters may reasonably request.

(d)Opinion of Counsel for Underwriters.  At the Closing Date, the Representatives shall have received the favorable opinion, dated as of Closing Date, of Hunton & Williams LLP, counsel for the Underwriters, in form and substance satisfactory to, and addressed to, the Representatives, with respect to the issuance and sale of the Securities, the Registration Statement, the Prospectus (together with any supplement thereto), the General Disclosure Package and other related matters as the Representatives may reasonably require, together with signed or reproduced copies of such letter for each of the other Underwriters. In said opinion, Hunton & Williams LLP may rely as to all matters of Maryland law on the opinion of Pepper Hamilton LLP.

(e)Officers’ Certificate.  At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the General Disclosure Package

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and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change,  and, at the Closing Date, the Representatives shall have received a certificate, signed on behalf of each of the Transaction Entities by the President, the Chief Executive Officer or an Executive Vice President or Senior Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company and the Operating Partnership, dated as of Closing Date, to the effect that (i) there has been no such Material Adverse Change, (ii) the representations and warranties of the Transaction Entities in this Agreement are true and correct at and as of the Closing Date with the same force and effect as though expressly made at and as of Closing Date, (iii) the Transaction Entities have complied with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to Closing Date under or pursuant to this Agreement, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission and the Commission has not notified the Company of any objection to the use of the form of the Registration Statement.

(f)Accountant’s Comfort Letter.   At the time of the execution of this Agreement, the Representatives shall have received from KPMG LLP a letter, dated the date of this Agreement and in form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of the Company contained in the Registration Statement, the General Disclosure Package, any Issuer Free Writing Prospectuses (other than any electronic roadshow) and the Prospectus and any amendments or supplements thereto.

(g)Bring-down Comfort Letter.  At Closing Date, the Representatives shall have received from KPMG LLP a letter, dated as of Closing Date and in form and substance satisfactory to the Representatives, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e) of this Section 9, except that the specified date referred to shall be a date not more than three business days prior to Closing Date.

(h)Approval of Listing.  At the Closing Date and each Option Closing Date, if any, the Securities to be purchased by the Underwriters from the Company at such time shall have been approved for listing on the NYSE subject only to official notice of issuance.

(i)Certificate of Chief Financial Officer.  At the time of the execution of this Agreement, the Representatives shall have received from the Chief Financial Officer of the Company an officer’s certificate dated such date, in the form set forth in Exhibit I hereto and to such further effect as counsel to the Underwriters may reasonably request.  At the Closing Date, the Representatives shall have received from the Chief Financial

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Officer of the Company a certified dated as of the Closing Date confirming that the certificate delivered by such officer at the time of the execution of this Agreement remains true and correct as of the Closing Date.

(j)Conditions to Purchase of Option Securities.  In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities on any Option Closing Date that is after the Closing Date, the obligations of the several Underwriters to purchase the applicable Option Securities shall be subject to the conditions specified in the introductory paragraph of this Section 5 and to the further condition that, at the applicable Option Closing Date, the Representatives shall have received:

(1)Opinion of Counsel for Company.  The favorable opinions of Company Counsel, each in form and substance satisfactory to counsel for the Underwriters, dated such Option Closing Date, relating to the Option Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinions required by Section 5(b) hereof.

(2)Opinion of Counsel for Underwriters.  The favorable opinion of Hunton & Williams LLP, counsel for the Underwriters, dated such Option Closing Date, relating to the Option Securities to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(c) hereof.

(3)Officers’ Certificate.  A certificate, dated such Option Closing Date, to the effect set forth in, and signed on behalf of the Transaction Entities by two of the officers specified in, Section 5(d) hereof, except that the references in such certificate to the Closing Date shall be changed to refer to such Option Closing Date.

(4)Bring-down Comfort Letter.  A letter from KPMG LLP, in form and substance satisfactory to the Representatives and dated such Option Closing Date, substantially in the same form and substance as the letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Option Closing Date, and except that such letter shall cover any amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus (other than any electronic roadshow) and the Prospectus subsequent to the Closing Date.

(k)Certificate of Chief Financial Officer.  A certificate, dated such Option Closing Date, of the Chief Financial Officer of the Company confirming that the certificate delivered by such officer at the time of the execution of this Agreement pursuant to Section 5(j) hereof remains true and correct as of such Option Closing Date.

(l)Filing of Articles Supplementary.  At the Closing Date, the Company shall have filed Articles Supplementary establishing and fixing the rights and preferences of the Series A Shares with the State Department of Assessments and Taxation of Maryland.

(m)Additional Documents.  At the Closing Date and each Option Closing Date, counsel for the Underwriters shall have been furnished with such documents and

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opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, contained in this Agreement, or as the Representatives or counsel for the Underwriters may otherwise reasonably request; and all proceedings taken by the Transaction Entities in connection with the issuance and sale of the Securities as herein contemplated and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.

(n)Termination of Agreement.  If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement, or, in the case of any condition to the purchase of Option Securities on an Option Closing Date which is after the Closing Date, the obligations of the several Underwriters to purchase the relevant Option Securities on such Option Closing Date, may be terminated by the Representatives by notice to the Company and the Operating Partnership at any time on or prior to Closing Date or such Option Closing Date, as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof and except that Sections 1, 6, 7, 8, and 11 through 20 hereof shall survive any such termination of this Agreement and remain in full force and effect.

SECTION 6.  Indemnification.

(a)Indemnification by the Transaction Entities. The Transaction Entities, jointly and severally, agree to indemnify and hold harmless each Underwriter, its affiliates, and its and their officers, directors, employees, partners and members and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i)against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d) , or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii)against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency

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or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and

(iii)against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above,

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Underwriter Content (defined below in Section (b) hereto).

(b)Indemnification by the Underwriters.  Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Transaction Entities, the Company’s directors and/or trustees, each of the Company’s officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d), in reliance upon and in conformity with the Underwriter Content.  The Company hereby acknowledges and agrees that the only information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d), consists exclusively of the following information appearing under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the fifth paragraph under such caption, (ii) the information regarding stabilization, syndicate covering transactions appearing in the twelfth and thirteenth paragraphs under such caption (the “Underwriter Content”).

(c)Actions Against Parties; Notification.  Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder, except to the extent that it has been materially prejudiced through the forfeiture of substantive rights or defenses by such failure.  Counsel to the indemnified parties shall be selected as follows: counsel to the Underwriters and the other indemnified parties referred to in Section 6(a) above shall be

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selected by the Representatives; and counsel to the Transaction Entities, the Company’s directors and/or trustees, each officer who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by the Company.  In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly and with all other indemnifying parties similarly notified, by written notice delivered to the indemnified person promptly after receiving the aforesaid notice from such indemnified person, to assume the defense thereof; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party.  In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Underwriters and the other indemnified parties referred to in Section 6(a) above, and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Transaction Entities, the Company’s directors and/or trustees, each officer who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.  No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)Settlement Without Consent if Failure to Reimburse.  If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

SECTION 7.  Contribution.  If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Transaction Entities on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is

31

appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Transaction Entities on the one hand and the Underwriters on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on such cover.

The relative fault of the Transaction Entities on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Transaction Entities on the one hand or by the Underwriters on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7.  The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each officer, director, employee, partner and member of any Underwriter and its affiliates and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director and/or trustee of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the

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1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the number of Securities set forth opposite their respective names in Exhibit A hereto and not joint.

SECTION 8.  Representations, Warranties and Agreements to Survive Delivery.  All representations, warranties and agreements contained in this Agreement or in certificates signed by any officer of the Transaction Entities or any of their subsidiaries (whether signed on behalf of such officer, the Transaction Entities or such subsidiary) and delivered to the Representatives or counsel to the Underwriters, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any officer, director, employee, partner, member or agent of any Underwriter or any person controlling any Underwriter, or by or on behalf of the Transaction Entities, any officer, director, trustee or employee of the Transaction Entities or any person controlling the Company, and shall survive delivery of and payment for the Initial Securities.

SECTION 9.  Termination of Agreement.

(a)Termination; General.  The Representatives may terminate this Agreement, by notice to the Transaction Entities, at any time on or prior to Closing Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Transaction Entities at any time on or prior to such Option Closing Date), (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the General Disclosure Package or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any Material Adverse Change or any development that could reasonably expected to result in a Material Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE, the Nasdaq Global Select Market, the Nasdaq Global Market, the NYSE Amex, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities or (v) if there shall have occurred, since the time of execution of this Agreement, any downgrading in the rating of any debt securities or Preferred Shares of the Company, or of the securities of any subsidiary or subsidiary trust of the Company, by any “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436 under the 1933 Act) or any public

33

announcement that any such organization has placed its rating on the Company or any such debt securities or Preferred Shares under surveillance or review or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Company or any such debt securities or Preferred Shares has been placed on of negative outlook.

(b)Liabilities.  If this Agreement is terminated pursuant to this Section 9, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7, 8, and 11 through 20 hereof shall survive such termination and remain in full force and effect.

SECTION 10.  Default by One or More of the Underwriters.  If one or more of the Underwriters shall fail at the Closing Date or an Option Closing Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(i)if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or

(ii)if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect to any Option Closing Date which occurs after the Closing Date, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities that were to have been purchased and sold on such Option Closing Date, shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement or, in the case of an Option Closing Date, which is after the Closing Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, the Representatives shall have the right to postpone the Closing Date or the relevant Option Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements.  As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

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SECTION 11.  Notices.  All notices and other communications hereunder shall be in writing, shall be effective only upon receipt and shall be mailed, delivered by hand or overnight courier, or transmitted by fax (with the receipt of any such fax to be confirmed by telephone).  Notices to the Underwriters shall be directed to the Representatives at Wells Fargo Securities, LLC, 301 S. College Street, 6th Floor, Charlotte, North Carolina 28288, Attention of Transaction Management, fax no. 704-383-9165 (with such fax to be confirmed by email to: tmgcapitalmarkets@wellsfargo.com) and to Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Center, NY1-050-12-02, New York, NY 10020, Attention: High Grade Transaction Management/Legal, fax no. 646-855-5958); and notices to the Company shall be directed to it at CubeSmart, 460 East Swedesford Road, Wayne, PA 19087, Attention:  Jeffrey Foster, Chief Legal Officer, fax no. (610) 293-5720 (with such fax to be confirmed by telephone to (610) 293-5700).

SECTION 12.  Parties.  This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Transaction Entities and their respective successors.  Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Transaction Entities and their respective successors and the controlling persons and other indemnified parties referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained.  This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Transaction Entities and their respective successors, and said controlling persons and other indemnified parties and their heirs and legal representatives, and for the benefit of no other person or entity.  No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 13.  GOVERNING LAW AND TIME.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 14.  Effect of Headings.  The Section and Exhibit headings herein are for convenience only and shall not affect the construction hereof.

SECTION 15.  Definitions.  As used in this Agreement, the following terms have the respective meanings set forth below:

“Applicable Time” means 2:00 p.m. (New York City time) on October 28, 2011 or such other time as agreed by the Company and the Representatives.

“capital shares” means any Series A Shares or other capital shares of the Company.

“Combined Material Adverse Effect” means a material adverse effect on the condition, financial or otherwise, or on the earning, business, properties, operations or prospectus, whether or not arising from transactions in the ordinary course of business, of the Company, its subsidiaries and the Acquired Properties, taken as a whole.

“Commission” means the Securities and Exchange Commission.

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“Common Shares” means the Company’s common shares of beneficial interest, par value $0.01 per share.

“DTC” means The Depository Trust Company.

“EDGAR” means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit F hereto.

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

 “Lock-Up Period” means the period beginning on and including the date of this Agreement through and including the date that is the 60th day after the date of this Agreement, subject to extension of such period as provided herein.

“NYSE” means the New York Stock Exchange.

“Preferred Shares” the Company’s preferred shares of beneficial interest, par value $0.01 per share.

“preliminary prospectus” means any prospectus together with, if applicable, the accompanying prospectus supplement used in connection with the offering of the Securities that omitted the public offering price of the Securities or that was captioned “Subject to Completion,” together with the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act.  The term “preliminary prospectus” includes, without limitation, the Pre-Pricing Prospectus.

“Registration Statement” means the Company’s registration statement on Form S—3 (Registration No. 333-176885) as amended (if applicable), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S—3 under the 1933 Act and the Rule 430B Information; provided that any Rule 430B Information shall be

36

deemed part of the Registration Statement only from and after the time specified pursuant to Rule 430B.

 “Rule 163,” “Rule 164,” “Rule 172,” “Rule 173,” “Rule 401,” “Rule 405,” “Rule 424(b)” “Rule 430A,” “Rule 430B,” “Rule 433” and “Rule 462” refer to such rules under the 1933 Act.

“Rule 430B Information” means the information included in any preliminary prospectus or the Prospectus or any amendment or supplement to any of the foregoing that was omitted from the Registration Statement at the time it first became effective but is deemed to be part of and included in the Registration Statement pursuant to Rule 430B.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder or implementing the provisions thereof.

“1933 Act” means the Securities Act of 1933, as amended.

“1933 Act Regulations” means the rules and regulations of the Commission under the 1933 Act.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“1934 Act Regulations” means the rules and regulations of the Commission under the 1934 Act.

“1940 Act” means the Investment Company Act of 1940, as amended.

All references to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the version thereof filed with the Commission pursuant to EDGAR and all versions thereof delivered (physically or electronically) to the Representatives or the Underwriters.

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

SECTION 16.  Permitted Free Writing Prospectuses.  The Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents,

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warrants and agrees that it has not made and, unless it obtains the prior written consent of the Company and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required to be filed with the Commission or, in the case of the Company, whether or not required to be filed with the Commission; provided that the prior written consent of the Company and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit F hereto and to any electronic roadshow in the form previously provided by the Company to and approved by the Representatives.  Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.”  The Company represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rules 164 and 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

SECTION 17.  Absence of Fiduciary Relationship.  Each of the Transaction Entities, severally and not jointly, acknowledges and agrees that:

(a)           Each of the Underwriters is acting solely as an underwriter in connection with the sale of the Securities and no fiduciary, advisory or agency relationship between the Transaction Entities, on the one hand, and any of the Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters has advised or is advising the Transaction Entities on other matters;

(b)           the public offering price of the Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Representatives;

(c)           it is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

(d)           it is aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that none of the Underwriters has any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and

(e)           it waives, to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or either of the Transaction Entities, including stockholders, employees or creditors of the Transaction Entities.

SECTION 18.  Research Analyst Independence.  The Company acknowledges that the Underwriters’ research analysts and research departments are required to be independent from

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their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of their respective investment banking divisions.  The Transaction Entities hereby waive and release, to the fullest extent permitted by applicable law, any claims that the Transaction Entities may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters’ investment banking divisions.  The Transaction Entities acknowledge that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement.

SECTION 19.  Consent to Jurisdiction.  Each party hereto hereby submits to the non-exclusive jurisdiction of any U.S. federal or state court located in the Borough of Manhattan, the City and County of New York in any action, suit or proceeding arising out of or relating to or based upon this Agreement or any of the transactions contemplated hereby, and irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding in any such court and agree not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient forum.

SECTION 20.  Waiver of Immunity.  With respect to any action, suit or proceeding arising out of or relating to or based upon this Agreement or any of the transactions contemplated hereby, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled, and with respect to any such action, suit or proceeding, each party waives any such immunity in any court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such action, suit or proceeding, including, without limitation, any immunity pursuant to the U.S. Foreign Sovereign Immunities Act of 1976, as amended.

[Signature Page Follows.]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters, the Company and the Operating Partnership in accordance with its terms.

Very truly yours,
CUBESMART
By	/s/ Jeffrey P. Foster
	Name: Jeffrey P. Foster
	Title: Senior Vice President, Chief Legal Officer & Secretary
CUBESMART, L.P.
By	CUBESMART
	its sole general partner
	By:	/s/ Jeffrey P. Foster
		Name: Jeffrey P. Foster
		Title: Senior Vice President, Chief Legal Officer & Secretary

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CONFIRMED AND ACCEPTED, as of the date first above written:
WELLS FARGO SECURITIES, LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	WELLS FARGO SECURITIES, LLC
By	/s/ Carolyn Hurley
	Authorized Signatory
By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By	/s/ Jeffrey Horowitz
	Authorized Signatory

For themselves and as Representatives of the Underwriters named in Exhibit A hereto.

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EXHIBIT A

Name of Underwriter	Number of Initial Securities
Wells Fargo Securities, LLC	1,106,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated	1,106,000
Morgan Keegan & Company, Inc.	196,000
Raymond James & Associates, Inc.	196,000
Stifel, Nicolaus & Company, Incorporated	196,000
Total	2,800,000

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EXHIBIT B

SUBSIDIARIES OF THE COMPANY

Name	Jurisdiction of Organization	Percentage Ownership		Significant Subsidiary (Y/N)
CubeSmart, L.P. (formerly known as U-Store-It, L.P.)	Delaware	95.4	%	Y
Acquiport/Amsdell III, LLC	Delaware	100	%	N
Acquiport/Amsdell IV, LLC	Delaware	100	%	N
Acquiport/Amsdell VI, LLC	Delaware	100	%	N
Lantana Property Owner’s Association, Inc.	Florida	100	%	N
U-Store-It Development LLC	Delaware	100	%	N
Cubesmart TRS, Inc. (formerly known as U-Store-It Mini Warehouse Co.)	Ohio	100	%	Y
U-Store-It Trust Luxembourg S.ar.l.	Luxembourg	100	%	N
USI II, LLC	Delaware	100	%	N
USI Overseas Development Holding L.P.	Delaware	100	%	N
USI Overseas Development LLC	Delaware	100	%	N
USIFB LP	London	100	%	N
USIFB LLP (Joint Venture)	London	97	%	N
YASKY LLC	Delaware	100	%	N
YSI I LLC	Delaware	100	%	N
YSI II LLC	Delaware	100	%	N
YSI III LLC	Delaware	100	%	N
YSI IV LLC	Delaware	100	%	N
YSI IX GP LLC	Delaware	100	%	N
YSI IX LP	Delaware	100	%	N
YSI IX LP LLC	Delaware	100	%	N
CubeSmart Management LLC (formerly known as YSI Management LLC)	Delaware	100	%	Y
YSI V LLC	Delaware	100	%	N
YSI VI LLC	Delaware	100	%	N
YSI VII GP LLC	Delaware	100	%	N
YSI VII LP	Delaware	100	%	N
YSI VII LP LLC	Delaware	100	%	N
YSI VIII GP LLC	Delaware	100	%	N
YSI VIII LP	Delaware	100	%	N
YSI VIII LP LLC	Delaware	100	%	N
YSI X GP LLC	Delaware	100	%	N
YSI X LP	Delaware	100	%	N
YSI X LP LLC	Delaware	100	%	N
YSI XI GP LLC	Delaware	100	%	N
YSI XI LP	Delaware	100	%	N
YSI XI LP LLC	Delaware	100	%	N
YSI XII GP LLC	Delaware	100	%	N
YSI XII LP	Delaware	100	%	N
YSI XII LP LLC	Delaware	100	%	N
YSI XIII GP LLC	Delaware	100	%	N
YSI XIII LP	Delaware	100	%	N
YSI XIII LP LLC	Delaware	100	%	N
YSI XIV GP LLC	Delaware	100	%	N
YSI XIV LP	Delaware	100	%	N
YSI XIV LP LLC	Delaware	100	%	N
YSI XV LLC	Delaware	100	%	N

B-1

Name	Jurisdiction of Organization	Percentage Ownership		Significant Subsidiary (Y/N)
YSI XVI LLC	Delaware	100	%	N
YSI XVII GP LLC	Delaware	100	%	N
YSI XVII LP	Delaware	100	%	N
YSI XVII LP LLC	Delaware	100	%	N
YSI XX GP LLC	Delaware	100	%	N
YSI XX LP	Delaware	100	%	N
YSI XX LP LLC	Delaware	100	%	N
YSI XXI LLC	Delaware	100	%	N
YSI XXIII LLC	Delaware	100	%	N
YSI XXIV GP LLC	Delaware	100	%	N
YSI XXIV LP LLC	Delaware	100	%	N
YSI XXIX GP LLC	Delaware	100	%	N
YSI XXIX LP	Delaware	100	%	N
YSI XXIX LP LLC	Delaware	100	%	N
YSI XXV GP LLC	Delaware	100	%	N
YSI XXV LP	Delaware	100	%	N
YSI XXV LP LLC	Delaware	100	%	N
YSI XXVI GP LLC	Delaware	100	%	N
YSI XXVI LP	Delaware	100	%	N
YSI XXVI LP LLC	Delaware	100	%	N
YSI XXVII GP LLC	Delaware	100	%	N
YSI XXVII LP	Delaware	100	%	N
YSI XXVII LP LLC	Delaware	100	%	N
YSI XXVIII GP LLC	Delaware	100	%	N
YSI XXVIII LP	Delaware	100	%	N
YSI XXVIII LP LLC	Delaware	100	%	N
YSI XXX LLC	Delaware	100	%	N
YSI XXXI LLC	Delaware	100	%	N
YSI XXXII LLC	Delaware	100	%	N
YSI XXXIII LLC	Delaware	100	%	N
YSI XXXIIIA LLC	Delaware	100	%	N
YSI XXXIV LLC	Delaware	100	%	N
YSI XXXV LLC	Delaware	100	%	N
YSI XXXVII LLC	Delaware	100	%	N
YSI XXXVIII LLC	Delaware	100	%	N
YSI XXXIX LLC	Delaware	100	%	N
YSI XXXX LLC	Delaware	100	%	N
YSI XXXXI LLC	Delaware	100	%	N
YSI XXXXII LLC	Delaware	100	%	N
YSI XXXXIII LLC	Delaware	100	%	N
YSI XXXXIV LLC	Delaware	100	%	N
YSI XXXXV LLC	Delaware	100	%	N
YSI XXXXVI LLC	Delaware	100	%	N
YSI XXXXVII LLC	Delaware	100	%	N
YSI XXXXVIII LLC	Delaware	100	%	N
YSI XLIX LLC	Delaware	100	%	N
YSI L LLC	Delaware	100	%	N
YSI Venture LP LLC	Delaware	100	%	N
YSI Venture GP LLC	Delaware	100	%	N
YSI-HART Limited Partnership (Joint Venture)	Delaware	50	%	N
YSI HART TRS, Inc.	Delaware	100	%	N
CubeSmart Asset Management, LLC (formerly known as Storage Asset Management, LLC)	Delaware	100	%	N

B-2

Name	Jurisdiction of Organization	Percentage Ownership		Significant Subsidiary (Y/N)
Property Guard, LLC	Delaware	100	%	N
YSI Burke Lake, LLC	Delaware	100	%	N
CS Venture I, LLC	Delaware	100	%	N
United HSRE I, L.P. (Joint Venture)	Delaware	50	%	N

B-3

D-1

EXHIBIT F

ISSUER GENERAL USE FREE WRITING PROSPECTUSES

Issuer Free Writing Prospectus, dated October 28, 2011, filed with the Commission on October 28, 2011.

F-1

G-1

EX-5.1

Exhibit 5.1

[Pepper Hamilton LLP]
3000 Two Logan Square
Philadelphia, PA 19103

October 28, 2011

CubeSmart
460 East Swedesford Road
Wayne, Pennsylvania 19087

Re: Registration Statement on Form S-3

Dear Ladies and Gentlemen:

We have acted as counsel to CubeSmart, a Maryland real estate investment trust (the “Company”) and, in that capacity, have examined the Registration Statement on Form S-3 (File No. 333-176885) filed by the Company with the Securities and Exchange Commission (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”).  The Registration Statement covers, among other securities, preferred shares of beneficial interest, par value $0.01 per share (the “Preferred Shares”), of the Company.  We are rendering this opinion in connection with the prospectus supplement (the “Prospectus Supplement”), dated October 28, 2011, relating to the offering by the Company of up to 3,220,000 7.75% Series A cumulative redeemable preferred shares of beneficial interest, including 420,000 7.75% Series A cumulative redeemable preferred shares of beneficial interest for which the Company has granted the underwriters in the offering an overallotment option (collectively, the “Shares”).

In connection with our representation of the Company, and as a basis for the opinions hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1.The Registration Statement, including the Prospectus dated September 16, 2011 (the “Prospectus”) and the Prospectus Supplement;

2.The Articles of Amendment and Restatement of Declaration of Trust of the Company, as amended and supplemented through the date hereof (the “Declaration of Trust”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3.The Third Amended and Restated Bylaws of the Company, as amended through the date hereof;

4.The form of Articles Supplementary for the Preferred Shares;

5.A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

6.Resolutions adopted by the Board of Trustees of the Company, or a duly authorized committee thereof, relating to the offer and sale of the Shares (the “Resolutions”), certified by an officer of the Company as being complete, accurate and in effect;

7.The Underwriting Agreement dated October 28, 2011 by and among the Company, CubeSmart, L.P. (the “Operating Partnership”), Wells Fargo Securities, LLC and each of the underwriters named on Schedule A thereto (the “Underwriting Agreement”); and

8.Such other documents, records, instruments, and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.Each individual executing any of the Documents is legally competent to do so.

2.Each individual executing any of the Documents on behalf of a party (other than the Company and the Operating Partnership) is duly authorized to do so.

3.All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or conduct of the parties or otherwise.

4.The Shares will not be issued or transferred in violation of any restriction on ownership and transfer set forth in Article VII of the Declaration of Trust or other organizational document of the Company.

Subject to the foregoing, it is our opinion that, as of the date hereof, the Shares have been duly authorized by all necessary action on the part of the Company and, upon issuance, delivery and payment therefore in the manner contemplated by the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable.

The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. We assume no obligation to supplement this opinion if

2

any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

No opinion is rendered as to matters not specifically referred to herein and under no circumstances are you to infer from anything stated or not stated herein any opinion with respect to which such reference is not made.

This opinion is being furnished to you for your submission to the Commission as an exhibit to a current report filed on Form 8-K (the “8-K”), to be filed by the Company with the Securities and Exchange Commission on or about the date hereof. We hereby consent to the filing of this opinion as an exhibit to the 8-K and to the use of the name of our firm therein and under the section “Legal Matters” in the Registration Statement, Prospectus and Prospectus Supplement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.

Very truly yours,

/S/ PEPPER HAMILTON LLP

PEPPER HAMILTON LLP

3

EX-8.1

Exhibit 8.1

[Pepper Hamilton LLP]
3000 Two Logan Square
Philadelphia, PA 19103

October 28, 2011

CubeSmart

460 East Swedesford Road, Suite 3000

Wayne, Pennsylvania 19087

Ladies and Gentlemen:

We have acted as counsel to CubeSmart, a Maryland real estate investment trust (the “Company”) and CubeSmart, L.P., a Delaware limited partnership (the “Operating Partnership”) in connection with the preparation of the Registration Statement on Form S-3 (Registration No. 333-176885) filed by the Company under the Securities Act of 1933 (the “1933 Act”) with the Securities and Exchange Commission (the “Commission”) on September 16, 2011 (the “Registration Statement”) and with respect to the offer and sale of up to 3,220,000 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share, of the Company pursuant to a prospectus supplement dated October 28, 2011, as filed with the Commission on October 31, 2011 (together, the “Prospectus Supplement”) as part of the Registration Statement.

The opinions expressed herein are based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations thereunder (including proposed and temporary Treasury regulations) and interpretations of the foregoing as expressed in court decisions, legislative history and administrative determinations of the Internal Revenue Service (the “IRS”) (including its practices and policies in issuing private letter rulings, which are not binding on the IRS, except with respect to a taxpayer that receives such a ruling), all as of the date hereof.  This opinion represents our best legal judgment with respect to the probable outcome on the merits and is not binding on the IRS or the courts.  There can be no assurance that positions contrary to our opinion will not be taken by the IRS, or that a court considering the issues would not reach a conclusion contrary to such opinions.  No assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the opinions expressed herein.

In rendering the opinions expressed herein, we have examined such statutes, regulations, records, certificates and other documents as we have considered necessary or appropriate as a basis for such opinions, including: (1) the Articles of Amendment and Restatement of Declaration of Trust of Company, as amended or supplemented through the date hereof and (2) the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated as of October 27, 2004, as amended or supplemented through the date hereof.

In rendering the opinions expressed herein, we have relied upon written representations as to factual matters of Company and Operating Partnership contained in an Officer’s Certificate Regarding Certain Tax Matters dated the date hereof regarding their consolidated assets, operations and activities (the “Officer’s Certificate”).  We have not made an independent investigation or audit of the facts set forth in the Officer’s Certificate or in any other document.  We consequently have relied upon the accuracy of the representations as to factual matters in the Officer’s Certificate.  After inquiry, we are not aware of any facts or circumstances contrary to, or inconsistent with, the representations that we have relied upon or the other assumptions set forth herein.  Our opinion is limited to the tax matters specifically covered herein, and we have not addressed, nor have we been asked to address, any other tax matters relevant to Company, the Operating Partnership or any other person.

We have assumed, with your consent, that, insofar as relevant to the opinions expressed herein:

(1)Company has been and will be operated in the manner described in the Officer’s Certificate and the Registration Statement (including in the documents incorporated therein by reference);

(2)all of the obligations imposed by the documents that we reviewed have been and will continue to be performed or satisfied in accordance with their terms; and all of such documents have been properly executed, are valid originals or authentic copies of valid originals, and all signatures thereon are genuine;

(3)all representations made in the Officer’s Certificate (and other factual information provided to us) are true, correct and complete and will continue to be true, correct and complete, and any representation or statement made in the Officer’s Certificate “to the best of knowledge,” “to the knowledge” or “to the actual knowledge” of any person(s) or party(ies) or similarly qualified is true, correct and complete as if made without such qualification; and

(4)all documents that we have reviewed have been properly executed, are valid originals or authentic copies of valid originals, and all signatures thereon are genuine.

Based upon, subject to the foregoing and the discussion below, we are of the opinion that:

1.Commencing with its taxable year ended December 31, 2004, Company has been organized and operated in conformity with the requirements for qualification as a REIT under the Code, and Company’s current organization and current and proposed method

2

of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2011 and thereafter.

2.The discussions in the Registration Statement under the heading “Material Federal Income Tax Considerations” and in the Prospectus Supplement under the caption “Additional Federal Income Tax Considerations,” to the extent they describe provisions of federal income tax law and regulations or legal conclusions with respect thereto, are correct in all material respects as of the date hereof.

We assume no obligation to advise you of any changes in our opinion subsequent to the date of this letter.  Company’s qualification for taxation as a REIT depends upon Company’s ability to meet, on a continuing basis, through actual annual operating and other results, the requirements of the Code, including the requirements with regard to the sources of its gross income, the composition of its assets, the level of its distributions to shareholders and the diversity of its share ownership.  We will not review Company’s compliance with these requirements on a continuing basis.  Accordingly, no assurance can be given that the actual results of Company’s operations, the sources of its income, the nature of its assets, the level of its distributions to shareholders and the diversity of its share ownership for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT.

We hereby consent to the reference to our firm under the Section “Legal Matters” in the Prospectus included in the Registration Statement and in the Sections “Legal Matters” and “Additional Federal Income Tax Considerations” in the Prospectus Supplement and to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the 1933 Act.

Very truly yours,

/s/ PEPPER HAMILTON LLP

PEPPER HAMILTON LLP

3

EX-10.1

Exhibit 10.1

Up To 8,000,000 Shares

CUBESMART

SERIES B CUMULATIVE REDEEMABLE PREFERRED SHARES

OF BENEFICIAL INTEREST (LIQUIDATION PREFERENCE $25 PER SHARE)

PURCHASE AGREEMENT

Up To 8,000,000 Shares

CUBESMART

Series B Cumulative Redeemable Preferred Shares of Beneficial Interest
(Liquidation Preference $25 Per Share)

PURCHASE AGREEMENT

October 24, 2011

Wells Fargo Investment Holdings, LLC

301 S. College Street

Charlotte, North Carolina 28288

Ladies and Gentlemen:

CubeSmart, a Maryland real estate investment trust (the “Company”), may issue and sell to Wells Fargo Investment Holdings, LLC, a Delaware limited liability company (the “Purchaser”), up to 8,000,000 shares of its Series B Cumulative Redeemable Preferred Shares of Beneficial Interest (Liquidation Preference $25.00 per share) par value $.01 per share (the “Shares”). Subject to the terms and conditions and representations and warranties set forth in this Purchase Agreement (this “Agreement”), the Purchaser hereby agrees to purchase up to 8,000,000 Shares.

As provided in Section 4 of this Agreement, if the Company has not redeemed all of the outstanding Shares within 270 calendar days following the earlier of (i) the Closing Date (as defined in Section 3(a) and (ii) January 1, 2012 (the “Registration Statement Filing Deadline”), the Company shall be obligated to file with the Securities and Exchange Commission (the “Commission”), not later than the Registration Statement Filing Deadline, and use its commercially reasonable efforts to have declared effective within 90 calendar days after the filing thereof (such date, the “Registration Statement Effectiveness Date”), a registration statement (the “Registration Statement”) registering the offer and resale of the Shares or shares of the Company’s fixed rate Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Shares”) or such other securities that may be issued by the Company in exchange for the Shares pursuant to the terms of the Articles Supplementary to the Company’s declaration of trust setting forth the terms of the Shares in the form attached hereto as Exhibit B (the “Articles Supplementary”) (any such securities for which the Shares may be exchanged being referred to as the “Exchange Securities”), under the Securities Act of 1933, as amended (“1933 Act,” which term, as used in this Agreement, includes the rules and regulations of the Commission promulgated thereunder) by the holders thereof. The Registration Statement Filing Deadline may be accelerated under certain circumstances as provided by Section 4(s) of this Agreement. As of the date hereof, the Company shall enter into a registration rights agreement

1

with the Purchaser substantially in the form of Exhibit A hereto (the “Registration Rights Agreement”). Any preliminary prospectus relating to the Shares or the Exchange Securities and filed as part of any Registration Statement is referred to herein as a “Preliminary Prospectus.” The term “Prospectus” as used herein refers to the final prospectus relating to the Shares or the Exchange Securities filed as part of any Registration Statement and delivered to any underwriters in connection with any underwritten offering of the Shares or Exchange Securities, as contemplated by the Registration Rights Agreement.

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in any Registration Statement, Preliminary Prospectus or Prospectus, and all other references of like import, shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated or deemed to be incorporated by reference in any Registration Statement, Preliminary Prospectus or Prospectus, respectively; and all references in this Agreement to amendments or supplements to any Registration Statement, Preliminary Prospectus or Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act,” which term, as used in this Agreement, includes the rules and regulations of the Commission promulgated thereunder), which is incorporated or deemed to be incorporated by reference in any Registration Statement, Preliminary Prospectus or Prospectus, respectively.

The Shares are being offered and sold by the Company to the Purchaser without being registered with the Commission under the 1933 Act, in reliance upon the Section 4(2) private placement exemption therefrom. The Company understands that, at any time on or after the Closing Date, the Purchaser might, but is under no obligation to, make an offering of the Shares on the terms and in the manner set forth in this Agreement and agrees that from and after such date the Purchaser may resell, subject to the conditions set forth in this Agreement, all or a portion of the Shares to purchasers as described in this Agreement (the “Subsequent Purchasers”). In that case, the Shares may be offered and sold to the Subsequent Purchasers without being registered with the Commission under the 1933 Act in reliance upon exemptions therefrom.

Section 1.Representations and Warranties of the Company and the Partnership. The Company and CubeSmart, L.P., a Delaware limited partnership (the “Partnership”), jointly and severally, represent and warrant to the Purchaser, as of the date hereof, as of the Closing Time (as defined in Section 3(b) hereof), as of the date of any Registration Statement and as of the time of any sale of the Shares or the Exchange Securities by the Purchaser and agree with the Purchaser, as follows:

(a)Assuming the accuracy of the representations and warranties set forth in Section 2(d), Section 2(e), Section 2(f) and Section 2(g) of this Agreement and compliance by the Purchaser with the procedures set forth in Section 8 of this Agreement, it is not necessary in connection with the offer, sale and delivery of the Shares to the Purchaser in the manner contemplated by this Agreement to register the Shares under the 1933 Act (except for offers and sales conducted pursuant to any Registration Statement).

2

(b)The Company has not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security that is or would be integrated with the sale of the Shares in a manner that would require the sale of the Shares to be registered under the 1933 Act. None of the Company, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), or any person acting on its or any of their behalf (other than the Purchaser, as to whom the Company makes no representation or warranty) has engaged or will engage, in connection with the offering of the Shares, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the 1933 Act with respect to the Shares, other than filing or maintaining the effectiveness of a Registration Statement or as otherwise permitted under this Agreement.

(c)The Company’s most recent Annual Report on Form 10-K filed by the Company with the Commission (including any portions of the Company’s proxy statement incorporated by reference therein) and all documents filed by the Company with the Commission pursuant to Section 13 of the 1934 Act since the end of the Company’s latest fiscal year, each such document as amended (collectively, the “SEC Filings”), do not include an untrue statement of any material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d)Any Registration Statement will comply in all material respects with the requirements of the 1933 Act and will not, as of its effective date or thereafter until the Purchaser no longer owns any Shares or Exchange Securities, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The foregoing representations and warranties in this Section 1(e) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Purchaser furnished in writing to the Company by the Purchaser expressly for inclusion in any Registration Statement or any amendment or supplement thereto.

(e)No Preliminary Prospectus or Prospectus shall, on the date of its delivery or thereafter until the Purchaser no longer owns any Shares or Exchange Securities, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representations and warranties in this Section 1(e) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Purchaser furnished in writing to the Company by the Purchaser expressly for inclusion in any Preliminary Prospectus or Prospectus, as the case may be, or any amendment or supplement thereto.

(f)The Company has not distributed and will not distribute, prior to the earlier of the date on which the Shares are redeemed and such date the Purchaser no longer owns any Shares or Exchange Securities, any offering material in connection with the offering and sale of the Shares or Exchange Securities other than any Registration Statement, Preliminary Prospectus or Prospectus.

(g)Any Registration Statement, Preliminary Prospectus or Prospectus shall incorporate such filings as would be required, to be incorporated by reference in a Registration

3

Statement on Form S-3 pursuant to the 1933 Act. Any documents that are incorporated or deemed to be incorporated by reference in any Registration Statement, Preliminary Prospectus or Prospectus, at the time they were or hereafter are filed with the Commission (collectively, the “Incorporated Documents”), complied and will comply in all material respects with the requirements of the 1934 Act and, when read together with the other information in any Registration Statement, Preliminary Prospectus or Prospectus, as the case may be, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in the light of the circumstances under which they were made, not misleading. The foregoing representations and warranties in this Section 1(g) shall not apply to any statements or omissions made in reliance on and in conformity with information relating to the Purchaser furnished in writing to the Company by the Purchaser expressly for inclusion in any Registration Statement, Preliminary Prospectus or Prospectus, as the case may be, or any amendment or supplement thereto.

(h)The only subsidiaries (as defined in the 1933 Act) of the Company and the Partnership are the subsidiaries listed on Schedule I hereto (the “Subsidiaries”). Any subsidiaries of the Company that are “significant subsidiaries” (the “Significant Subsidiaries”) as defined by Rule 1-02 of Regulation S-X are listed on Schedule I hereto under the caption “Significant Subsidiaries of the Company.”

(i)Each of the Company, the Partnership and the Significant Subsidiaries has been duly organized or formed and is validly existing as a real estate investment trust, corporation, general or limited partnership, or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization. Each Subsidiary (other than the Significant Subsidiaries) has been duly organized or formed and is validly existing as a real estate investment trust, corporation, general or limited partnership, or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, except where the failure to be in good standing would not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or on the earnings, net worth, business, prospects, properties, assets or operations, whether or not arising from transactions in the ordinary course of business, of the Company, the Partnership and the Subsidiaries, considered as one entity (a “Material Adverse Effect”). Each of the Company, the Partnership and the Subsidiaries has full power and authority (corporate and other) to own or lease, as the case may be, and operate its properties and to conduct its business as described in the SEC Filings and as will be described in any Registration Statement, Preliminary Prospectus or Prospectus, and in the case of each of the Company and the Partnership, to enter into and perform its obligations under this Agreement. Each of the Company, the Partnership and the Subsidiaries is duly qualified or registered to do business in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification or registration, except where the failure to be so qualified or registered would not, individually or in the aggregate, result in a Material Adverse Effect; and, other than the Subsidiaries, the Company owns no equity securities or other beneficial interests in any corporation, partnership, joint venture or other business entity.

(j)All of the issued and outstanding general partner interests in the Partnership are owned by the Company and as of June 30, 2011 the Company owned an approximately 95.4%

4

interest in the Partnership.  All of the issued and outstanding equity securities or ownership interests of each other Subsidiary are wholly owned by the Partnership, except as shown on Schedule I hereto.  All of the issued and outstanding general and limited partner interests in the Partnership and all of the issued and outstanding equity securities or ownership interests of each Subsidiary have been duly authorized and are validly issued, fully paid and nonassessable and, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

(k)This Agreement has been duly authorized, executed, and delivered by each of the Company and the Partnership and constitutes the legal, valid and binding obligation of each of the Company and the Partnership enforceable against each of the Company and the Partnership in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity.

(l)The Registration Rights Agreement has been duly authorized, executed, and delivered by each of the Company and the Partnership and constitutes the legal, valid and binding obligation of each of the Company and the Partnership enforceable against each of the Company and the Partnership in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity.

(m)As of the date hereof, (A) 200,000,000 of the Company’s common shares of beneficial interest, par value $.01 per share (“Common Shares”) were authorized for issuance, of which 99,565,406 shares were issued and outstanding, and (B) 40,000,000 preferred shares of beneficial interest, par value $.01 per share (“Preferred Shares”) were authorized for issuance, of which up to 8,000,000 shares will be classified and designated as the Series B Cumulative Redeemable Preferred Shares prior to the Closing Time.  All of the issued and outstanding equity securities of the Company have been duly authorized and are validly issued, fully paid and nonassessable and conform to the descriptions thereof in the SEC Filings and will conform to the descriptions thereof in any Registration Statement, Preliminary Prospectus or Prospectus. The shareholders of the Company have no preemptive rights with respect to the Shares. All of the issued and outstanding equity securities of the Company, all the issued and outstanding partnership interests in the Partnership, and all ownership interests in each Subsidiary have been offered, sold and issued by such entity in compliance with all applicable laws, including without limitation, federal and state securities laws. Except as described in the SEC Filings and as will be described in any Registration Statement, Preliminary Prospectus and Prospectus, there is no outstanding option, warrant or other right requiring the issuance of, and no commitment, plan or arrangement to issue, any equity securities of the Company, partnership interests in the Partnership or ownership interests any Subsidiary or any security convertible into or exchangeable for such securities or interests.

(n)The Shares have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement and, if and when issued and delivered by the Company pursuant to the terms of this Agreement against payment of the consideration therefor specified herein, will be validly issued, fully paid and nonassessable. The Shares shall conform to the descriptions thereof in the SEC Filings and will conform to the descriptions thereof in any

5

Registration Statement, Preliminary Prospectus or Prospectus and will not be subject to any preemptive rights of any securityholder of the Company. No holder of Shares will be subject to personal liability by reason of being such a holder. The Articles Supplementary will be, on or prior to the Closing Date, duly authorized, executed, delivered and filed by the Company with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) and will comply with all applicable legal requirements.

(o)The form of certificate representing the Shares will comply with all applicable legal requirements, the requirements of the Company’s declaration of trust and bylaws, and (if applicable) the requirements of the New York Stock Exchange, Inc. (“NYSE”).

(p)There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any political subdivision thereof, or any other U.S. or non-U.S. governmental authority required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or sale by the Company of the Shares.

(q)Except as otherwise disclosed in the SEC Filings, subsequent to the respective dates as of which information is given therein:

(i)there has been no material adverse change, or any prospective change that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, net worth, business, prospects, properties, assets or operations, whether or not arising from transactions in the ordinary course of business, of the Company, the Partnership and the Subsidiaries, considered as one entity (any such change is called a “Material Adverse Change”);

(ii)the Company, the Partnership and the Subsidiaries, considered as one entity, have not incurred any material direct, indirect or contingent liability or obligation, nor entered into any material transaction or agreement; and

(iii)other than regular dividends on the Common Shares in amounts per share that are consistent with past practice and the Company’s declaration of trust, there has been no dividend or distribution of any kind declared, paid or made by the Company, the Partnership or, except for dividends paid to the Company or Subsidiaries, any of the Subsidiaries on any class of equity securities or repurchase or redemption by the Company or any of its subsidiaries of any class of equity securities.

(r)KPMG LLP, which has expressed its opinion with respect to the financial statements for the years ended December 31, 2008, 2009 and 2010, including in each case, the related notes thereto, and any supporting schedules included in the SEC Filings and included or incorporated by reference in any Registration Statement, Preliminary Prospectus or Prospectus, are independent registered public accountants with respect to the Company as required by the 1933 Act and the 1934 Act.

(s)The financial statements included in the SEC Filings and included or incorporated by reference in any Registration Statement, Preliminary Prospectus or Prospectus present fairly

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the consolidated financial position of the Company, the Partnership and the Subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the SEC Filings present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of the 1934 Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved (“GAAP”), except as may be expressly stated in the related notes thereto. Other than the financial statements and supporting schedules included therein, no other financial statements or supporting schedules are required by the 1934 Act to be included in the SEC Filings.

(t)The execution, delivery and performance of this Agreement by each of the Company and the Partnership and consummation of the transactions contemplated hereby (i) have been duly authorized by all necessary corporate or limited partnership action, as applicable, and will not result in any Default (as defined herein) under the declaration of trust or bylaws of the Company, the certificate of limited partnership or agreement of limited partnership of the Partnership or any organizational document of any Subsidiary, (ii) will not conflict with or constitute a breach of, or default (or, with the giving of notice or lapse of time, would be in default) (“Default”) or a Debt Repayment Triggering Event (as defined herein) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Partnership or any of the Subsidiaries pursuant to, or require the consent of any other party to, any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company, the Partnership or any Subsidiary is a party or by which it or any of its respective properties or assets may be bound, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company, the Partnership or any of the Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company, the Partnership or any of the Subsidiaries or any of their respective properties or assets. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the execution, delivery and performance of this Agreement by each of the Company and the Partnership and the sale of the Shares under this Agreement, except such as have been obtained or made by each of the Company and the Partnership and are in full force and effect under the 1933 Act, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”). As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Partnership or any of the Subsidiaries.

(u)The Company, the Partnership and the Subsidiaries have complied in all respects with all laws, regulations and orders applicable to them or their respective businesses, except as would not have a Material Adverse Effect; none of the Company, the Partnership or the Subsidiaries is in default under any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or evidence of indebtedness, lease, contract or other agreement or instrument to which it is a party or by which it or any of its respective

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properties or assets are bound, violation of which would individually or in the aggregate have a Material Adverse Effect, and no other party under any such agreement or instrument to which the Company, the Partnership or any of the Subsidiaries are a party is, to the knowledge of the Company or the Partnership, in default in any material respect thereunder; and the Company, the Partnership and the Subsidiaries are not in violation of their respective declaration of trust, bylaws, certificate of general or limited partnership, partnership agreement or other organizational documents, as the case may be.

(v)The Agreement of Limited Partnership of the Partnership, including any amendments and restatements thereto (the “Partnership Agreement”), has been duly and validly authorized, executed and delivered by all partners of the Partnership and constitutes a valid and binding agreement, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity.

(w)Except as contemplated in the SEC Filings, subsequent to the respective dates as of which information is given therein, the Company, the Partnership or the Subsidiaries have not incurred any liabilities or obligations, direct or contingent, or entered into any transactions, not in the ordinary course of business, that are material to the Company, the Partnership and the Subsidiaries on a consolidated basis; and there has not been any material change in the equity securities or structure, short-term debt or long-term debt of any of the Company, the Partnership and the Subsidiaries, or any Material Adverse Change; and, except for regular dividends on the Common Shares in amounts per share that are consistent with past practice and the Company’s declaration of trust, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its equity securities.

(x)Except as set forth in the SEC Filings, there is not pending or, to the knowledge of the Company or the Partnership, threatened any action, suit or proceeding to which the Company, the Partnership, any of the Subsidiaries or any of their respective officers, trustees or directors is a party, or of which any of their properties or other assets is the subject, before or by any court or governmental agency or body, that is reasonably likely, individually or in the aggregate, to result in any Material Adverse Effect or to have a material adverse effect on the ability of the Company or the Partnership to perform its obligations under this Agreement.

(y)No labor problem or dispute with the employees of any of the Company, the Partnership or any of the Subsidiaries exists or, to the best of the Company’s or the Partnership’s knowledge, is threatened or imminent, and neither the Company nor the Partnership is aware of any existing or imminent labor disturbance by the employees of any of the Company’s, the Partnership’s or the Subsidiaries’ principal suppliers, contractors or customers, that could reasonably be expected to have a Material Adverse Effect.

(z)During the period of at least the last 24 calendar months prior to the date of this Agreement, the Company has timely filed with the Commission all SEC Filings.

(aa)There are no contracts or documents of the Company that are required to be filed as exhibits to the SEC Filings that have not been so filed.

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(bb)Each of the Company, the Partnership and the Subsidiaries owns, possesses, licenses or has other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property necessary for the conduct of its business as now conducted or as proposed in the SEC Filings to be conducted.

(cc)Each of the Company, the Partnership and the Subsidiaries holds all material licenses, certificates and permits from governmental authorities that are necessary to the conduct of its business and is in compliance with the terms and conditions of such licenses, certificates and permits; and none of the Company, the Partnership or any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such permits, licenses or certificates that, if determined adversely to the Company, the Partnership or any Subsidiary, would, individually or in the aggregate, have a Material Adverse Effect.

(dd)Each of the Company, the Partnership and the Subsidiaries has good and marketable title to the properties and assets, as described in the SEC Filings (the “Properties”), owned by it, free and clear of all liens, charges, encumbrances or restrictions, except such as are described in the SEC Filings or are not material in relation to the business of the Company, the Partnership and the Subsidiaries on a consolidated basis. Each of the Company, the Partnership and the Subsidiaries has valid, subsisting and enforceable leases for the Properties as leased by it with such exceptions as are not material and do not interfere with the use made and proposed to be made of such properties by it. No tenant under any of the leases pursuant to which the Company, the Partnership or any of the Subsidiaries leases the Properties has an option or right of first refusal to purchase the premises demised under such lease. The use and occupancy of each of the Properties comply in all material respects with all applicable codes and zoning laws and regulations; none of the Company, the Partnership or the Subsidiaries has knowledge of any pending or threatened condemnation or zoning change that will in any material respect affect the size of, use of, improvement of, construction on, or access to any of the Properties; and none of the Company, the Partnership or the Subsidiaries has knowledge of any pending or threatened proceeding or action that will in any manner materially affect the size of, use of, improvements or construction on, or access to any of the Properties.

(ee)There are no contracts, agreements or understandings between or among the Company, the Partnership, any of the Subsidiaries and any person that would give rise to a valid claim against the Company, the Partnership, any of the Subsidiaries or the Purchaser for a brokerage commission, finder’s fee or other like payment in connection with the offering, issuance and sale of the Shares or as a result of any transactions contemplated by this Agreement, other than the fees payable to the Purchaser pursuant to the transactions contemplated by this Agreement.

(ff)The mortgages and deeds of trust encumbering the properties and assets described or referred to in the SEC Filings are not convertible into equity securities of the Company or any Subsidiary.

(gg)Each of the Company, the Partnership and the Subsidiaries has filed all federal, state, local and foreign income tax returns which have been required to be filed by it and has paid all taxes indicated by said returns and all assessments received by it to the extent

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that such taxes have become due. No material tax deficiency has been asserted against the Company, the Partnership or any Subsidiary, nor does the Company or the Partnership know of any material tax deficiency which is likely to be asserted against the Company, the Partnership or any Subsidiary; all tax liabilities, if any, are adequately provided for on the respective books of the entities in all material respects.

(hh)The Partnership has been properly classified either as a partnership or as an entity disregarded as separate from the Company for federal tax purposes throughout the period from its formation through the date hereof.

(ii)None of the Company, the Partnership or any Subsidiary is and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof, none of the Company, the Partnership or any Subsidiary will be, an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940 (the “1940 Act,” which term, as used in this Agreement, includes the rules and regulations of the Commission promulgated thereunder).

(jj)Each of the Company, the Partnership and the Subsidiaries maintains insurance (issued by insurers of recognized financial responsibility) of the types and in the amounts generally deemed adequate, if any, for its business and consistent with insurance coverage maintained by similar companies in similar businesses, including, but not limited to, insurance covering real and personal property owned or leased by the Company, the Partnership and the Subsidiaries against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is in full force and effect.

(kk)No Subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company or the Partnership, from making any other distribution on such Subsidiary’s equity securities, from repaying to the Company or the Partnership any loans or advances to such Subsidiary from the Company or the Partnership or from transferring any of such Subsidiary’s property or assets to the Company, the Partnership or any other Subsidiary of the Company or the Partnership, except as described in or contemplated by the SEC Filings (subject, however, to any restrictions in the partnership or operating agreements of Subsidiaries that are joint ventures).

(ll)The Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares or any Exchange Securities.

(mm)No transaction has occurred between or among the Company, the Partnership or any Subsidiaries, on one hand, and any of their officers, trustees or directors or any affiliate or affiliates of any such officer, trustee or director, on the other hand, that is required to be described in and is not described in the SEC Filings.

(nn)There are no outstanding loans or advances or guarantees of indebtedness by the Company, the Partnership or any of the Subsidiaries to or for the benefit of any of the

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officers, trustees or directors of the Company or the general partner of the Partnership or any of their respective family members.

(oo)The Company, the Partnership and the Subsidiaries maintain (i) effective internal control over financial reporting as defined in Rule 13a-15 under the 1934 Act and (ii) a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(pp)Except as disclosed in the SEC Filings, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(qq)The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 1934 Act) that (i) are designed to ensure that material information relating to the Company, the Partnership and the Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared, (ii) have been evaluated for effectiveness as of the end of the period covered by the Company’s most recent annual or quarterly report filed with the Commission and (iii) are effective in all material respects to perform the functions for which they were established. Based on the evaluation of the Company’s disclosure controls and procedures described above, the Company is not aware of (a) any significant deficiency in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Since the most recent evaluation of the Company’s disclosure controls and procedures described above, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls.

(rr)Title insurance in favor of the Company, the Partnership or the Subsidiaries is maintained with respect to each of the properties owned by them in an amount at least equal to the cost of acquisition of such property, except, in each case, where the failure to maintain such title insurance is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

(ss)Since the date of the last audited financial statements included in the SEC Filings, except as described therein, (i) there has not been any change in the condition, financial or otherwise, or in the earnings, net worth, business, prospects, properties, assets or operations of the Company, the Partnership or any of the Subsidiaries, whether or not arising

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from transactions in the ordinary course of business, that is reasonably likely to result in a Material Adverse Effect, nor any event or development involving a prospective Material Adverse Effect; (ii) none of the Company, the Partnership or any of the Subsidiaries has sustained any material loss or interference with its assets, businesses or properties (whether owned or leased) from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree; and (iii) none of the Company, the Partnership or any of the Subsidiaries has undertaken any liability or obligation, direct or contingent, except such liabilities or obligations undertaken in the ordinary course of business.

(tt)The Company, the Partnership and the Subsidiaries are conducting their respective businesses in material compliance with all applicable laws, rules and regulations of the jurisdictions in which they are conducting business, including, without limitation, the Americans with Disabilities Act of 1990 and all applicable local, state and federal employment, truth-in-advertising, franchising and immigration laws and regulations, except where the failure to be so in compliance would not, individually or in the aggregate, have a Material Adverse Effect.

(uu)The operations of each of the Company, the Partnership and the Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Company, the Partnership or the Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company and the Partnership, threatened.

(vv)None of the Company, the Partnership or the Subsidiaries or, to the knowledge of the Company or the Partnership, any trustee, director, officer, agent, employee or affiliate of any of the Company, the Partnership or the Subsidiaries, has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA (as defined herein), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and each of the Company, the Partnership and the Subsidiaries, and to the knowledge of the Company and the Partnership, their respective affiliates, has conducted its business in compliance with the FCPA and has instituted and maintains policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. “FCPA” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

(ww)None of the Company, the Partnership or the Subsidiaries or, to the knowledge of the Company or the Partnership, any trustee, director, officer, agent, employee or affiliate of

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any of the Company, the Partnership or the Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and none of the Company, the Partnership or the Subsidiaries will directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(xx)For its taxable years ended December 31, 2004 through December 31, 2010, the Company qualified as a “real estate investment trust” (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s current and proposed organization and method of operation will permit it to meet and to continue to meet the requirements for taxation as a REIT under the Code for its 2011 taxable year and thereafter. The Company has no intention of changing its operations or engaging in activities which would cause it to fail to qualify, or make economically undesirable its continued qualification as, a REIT.

(yy)None of the Company, the Partnership or any of the Subsidiaries is, and, if operated in the manner described in the SEC Filings, none of the Company, the Partnership or any of the Subsidiaries will be, a “broker” within the meaning of Section 3(a)(4) of the 1934 Act or a “dealer” within the meaning of Section 3(a)(5) of the 1934 Act or required to be registered pursuant to Section 15(a) of the 1934 Act.

(zz)Except as otherwise described in the SEC Filings, none of the Company, the Partnership or any Subsidiary has authorized or conducted or has knowledge of the generation, transportation, storage, presence, use, treatment, disposal, release, or other handling of any hazardous substance, hazardous waste, hazardous material, hazardous constituent, toxic substance, pollutant, contaminant, asbestos, radon, polychlorinated biphenyls (“PCBs”), petroleum product or waste (including crude oil or any fraction hereof, natural gas, liquefied gas, synthetic gas or other material defined, regulated, controlled or potentially subject to any remediation requirement under any environmental law (collectively, “Hazardous Materials”)), on, in, under or affecting any of the Company’s, the Partnership’s or any Subsidiary’s respective properties, except in material compliance with applicable laws; except as disclosed in the SEC Filings, the properties of each of the Company, the Partnership and the Subsidiaries are in material compliance with all federal, state and local laws, ordinances, rules, regulations and other governmental requirements relating to pollution, control of chemicals, management of waste (collectively, “Environmental Laws”), and each of the Company, the Partnership and the Subsidiaries is in compliance with all licenses, permits, registrations and government authorizations necessary to operate under all applicable Environmental Laws in all material respects; except as otherwise described in the SEC Filings, none of the Company, the Partnership or any Subsidiary has received any written or oral notice from any governmental entity or any other person and there is no pending, or, to the knowledge of the Company or the Partnership, threatened, claim, litigation or any administrative agency proceeding that: (i) alleges a violation of any Environmental Laws by the Company, the Partnership or any Subsidiary; (ii) alleges that the Company, the Partnership or any Subsidiary is a liable party or a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et. seq., or any state superfund law; (iii) has resulted in or could result in the attachment of an environmental lien on any of the properties of the

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Company, the Partnership or any Subsidiary; or (iv) alleges that the Company, the Partnership or any Subsidiary is liable for any contamination of the environment, contamination of the property, damage to natural resources, property damage, or personal injury based on its activities or the activities of its respective predecessors or third parties (whether at the properties or elsewhere) involving Hazardous Materials, whether arising under the Environmental Laws, common law principles, or other legal standards. In the ordinary course of its business, each of the Company, the Partnership and the Subsidiaries conducts Phase I environmental assessments on each of its properties at the time such property is acquired and periodic reviews of the effect of Environmental Laws on the business, operations and properties of each of the Company, the Partnership and the Subsidiaries. None of the entities that prepared appraisals of the properties or Phase I environmental assessment reports with respect to such properties was employed for such purpose on a contingent basis or has any substantial interest in any of the Company, the Partnership or any Subsidiary, and none of such entities’ trustees, directors, officers or employees is connected with the Company, the Partnership or any Subsidiary as a promoter, selling agent, trustee, director, officer or employee.

(aaa)None of the following events has occurred or exists: (i) a failure by the Company, the Partnership or any Subsidiary to fulfill the obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the regulations and published interpretations thereunder with respect to a Plan (as defined below), determined without regard to any waiver of such obligations or extension of any amortization period; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or compensation of employees by any member of the Company, the Partnership or any Subsidiary that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees by any member of the Company, the Partnership or any Subsidiary that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. None of the following events has occurred or is reasonably likely to occur: (i) a material increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Company compared to the amount of such contributions made in the Company’s most recently completed fiscal year; (ii) a material increase in the Company’s “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company’s most recently completed fiscal year; (iii) any event or condition giving rise to a liability under Title IV of ERISA that could have a Material Adverse Effect; or (iv) the filing of a claim by one or more employees or former employees of the Company related to their employment that could have a Material Adverse Effect. For purposes of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which any member of the Company may have any liability.

(bbb)There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company to or for the benefit of any of the officers or trustees of the Company or any of the members of any

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of them, except as disclosed in the SEC Filings and except as will be disclosed in any Registration Statement, Preliminary Prospectus or Prospectus.

(ccc)Other than late Section 16 filings, there is and has been no failure on the part of the Company and any of the Company’s trustees or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

(ddd)Nothing has come to the attention of the Company or the Partnership that has caused the Company or the Partnership to believe that the statistical and market-related data included in the SEC Filings is not based on or derived from sources that are reliable and accurate in all material respects.

(eee)The Company is in compliance with the rules and regulations of the NYSE.

(fff)Except as contemplated in the Deluxe Transaction, or as provided in the declaration of trust of the Company and Partnership Agreement of the Partnership, there are no existing agreements between the Company and any of its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities.

(ggg)The redemption by the Company of the Shares in accordance with the Articles Supplementary would not constitute a breach or violation of, or a default under, or conflict with, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, or result in the creation or imposition of any lien, charge or encumbrance upon the properties or any of the other assets of the Company, the Partnership or any of the Subsidiaries pursuant to the terms or provisions of (i) its declaration of trust, bylaws, certificate of limited partnership, partnership agreement, limited liability company agreement or other organizational document, (ii) any bond, debenture, contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which any such entity is a party or by which any of them may be bound, or to which any of its property or assets is subject, or (iii) any judgment, ruling, decree, order, law, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of the Company, the Partnership or any of the Subsidiaries, except as would not result in a Material Adverse Effect.

Any certificate signed by any officer of the Company or the Partnership and delivered to the Purchaser or to counsel for the Purchaser in connection with the offering of the Shares shall be deemed a representation and warranty by the Company or the Partnership, as the case may be, to the Purchaser as to the matters covered thereby on the date of such certificate.

Section 2.Representations and Warranties of the Purchaser. The Purchaser represents and warrants to and agrees with the Company and the Partnership as of the date hereof and as of the Closing Time as follows:

(a)The Purchaser has been duly organized and is validly existing as a limited liability company in good standing under the laws of Delaware.

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(b)The Purchaser has, and at the Closing Time will have, full limited liability company power to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed, and delivered by the Purchaser. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity. The Purchaser need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, except for such as have been obtained and except for such as would not materially impede the transactions contemplated by this Agreement.

(c)Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Purchaser is subject or any provision of its organizational documents, except for such violations as would not materially impede the transactions contemplated by this Agreement.

(d)None of the Purchaser, its Affiliates, or any person acting on its or any of their behalf has engaged or will engage, in connection with any offering of the Shares, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the 1933 Act with respect to the Shares, other than as otherwise permitted under this Agreement or the 1933 Act.

(e)The Purchaser and its representatives have (i) had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the sale of the Shares to the Purchaser and the business, properties, prospects and financial condition of the Company and (ii) received copies of the SEC Filings.

(f)The Purchaser has substantial experience as a purchaser of equity securities issued by companies similar to the Company and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and could afford a complete loss of such investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of an investment in the Shares. The Purchaser acknowledges that in purchasing the Shares it must be prepared to continue to bear the economic risk of such investment for an indefinite period of time because the Shares have not been registered under the 1933 Act and cannot be sold unless they are subsequently registered under the 1933 Act and applicable state securities laws, or unless exemptions from such registration requirements are available.

(g)The Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A under the 1933 Act (a “Qualified Institutional Buyer”) and an “accredited investor” within the meaning of Rule 501(a) under the 1933 Act (an “Accredited Investor”).

(h)The Purchaser understands that the Shares will be “restricted shares” under the federal securities laws inasmuch as they will be acquired from the Company in a transaction not

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involving a public offering and that under such laws and applicable regulations such shares may be resold without registration under the 1933 Act only in certain limited circumstances.

(i)There are no contracts, agreements or understandings between the Purchaser and any person that would give rise to a valid claim against the Company for a brokerage commission, finder’s fee or other like payment in connection with the offering, issuance and sale of the Shares to the Purchaser, other than any fee payable to the Purchaser pursuant to the transactions contemplated by this Agreement.

(j)It is understood that the certificate(s) evidencing the Shares shall initially bear substantially the following legend (in addition to any legend otherwise required under applicable federal or state securities laws or by the Company’s declaration of trust):

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS.

THE HOLDER OF THIS SECURITY, BY ITS ACQUISITION HEREOF, AGREES THAT IT WILL NOT, PRIOR TO THE DATE THAT IS ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS MAY BE PERMITTED BY RULE 144 UNDER THE 1933 ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY), RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (a) TO THE COMPANY; (b) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE 1933 ACT (IF AVAILABLE AND ON THE UNDERSTANDING THAT THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL BEFORE REGISTERING ANY SUCH TRANSFER ON ITS SHARE TRANSFER RECORDS) (IF AVAILABLE), (c) PURSUANT TO A 1933 ACT REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE AND THAT CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR (d) PURSUANT TO ANOTHER AVAILABLE EXEMPTION, IF ANY, FROM SUCH REGISTRATION REQUIREMENTS OR IN A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS;

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AND AGREES THAT IT SHALL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”

Section 3.Sale and Delivery to the Purchaser; Closing; Fees.

(a)On the basis of the representations and warranties contained herein and subject to the terms and conditions herein set forth, the Purchaser hereby offers to purchase from the Company up to 8,000,000 Shares on the Closing Date, for the consideration specified in Section 3(b) hereof.  If the Company elects to accept such offer, the Company will provide written notice to the Purchaser at least five New York business days prior to the Closing Date (as defined below).  In the event the Company receives gross offering proceeds in public offerings of Common Shares or Preferred Shares completed after the date of this Agreement but prior to the First Deluxe Closing (as hereinafter defined) (the “Public Offerings”) in excess of $150 million, then the number of Shares offered to be purchased by the Purchaser shall be reduced from 8,000,000 by a number of shares equal to the quotient obtained by dividing (i) the gross proceeds received in the Public Offerings in excess of $150 million divided by (ii) $25.00; provided however, that the number of Shares to be purchased by Purchaser pursuant to this Agreement cannot be reduced to less than 2,000,000 unless there is a class or series of Comparable Public Preferred Shares (as defined in the Articles Supplementary) outstanding.  If the number of Shares to be purchased by the Purchaser pursuant to this Agreement is less than 2,000,000 Shares and such Shares remain outstanding after the Trigger Date, then the Purchaser shall have the Minimum Share Exchange Rights provided by Section 10 of the Articles Supplementary.  The “First Deluxe Closing” shall mean the date on which the Company or its affiliates acquire the first pool of assets to be acquired pursuant to that certain Agreement for Purchase & Sale entered into on October 24, 2011 by and between the Partnership and certain affiliates of Storage Deluxe Realty, LLC (the “Deluxe Acquisition Agreement”).  The “Deluxe Transaction” shall mean the transaction contemplated by the Deluxe Acquisition Agreement.  The “Trigger Date” shall mean the date that is 360 days after the earlier of (i) the date of original issuance of the Series B Preferred Shares and (y) January 1, 2012.

(b)The Company will deliver to the Purchaser a certificate representing 8,000,000 Shares (or such lesser number of Shares as provided by Section 3(a)), with transfer taxes thereon duly paid, against payment of an amount equal to the product of (i) $25.00 multiplied by (ii) the number of Shares being purchased by the Purchaser multiplied by (iii) 96.35%, in Federal (same day) funds by wire transfer to an account of the Company, in connection with the closing of such transaction, at the office of Alston & Bird LLP, 90 Park Avenue, New York, New York 10016, at 10:00 a.m., New York time, on such New York business day as the Company may specify upon notice to the Purchaser given on or before the fifth New York business day prior to such date; provided that such closing date may not be later than March 31, 2012 (such time being herein referred to as the “Closing Time” and the date of such payment being herein referred as the “Closing Date”). The Company may not specify more than one Closing Date. To the extent the Company has not specified a Closing Date on or prior to the fifth New York business day prior to March 31, 2012 in accordance with the terms of this Section 3(b), the Purchaser shall have no obligation to purchase any Shares pursuant to this Agreement.

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(c)The certificate for any Shares to be issued to the Purchaser shall be registered in such name as the Purchaser may request in writing at least one full business day before the Closing Time. The certificate for any Shares will be made available for examination by the Purchaser in New York, New York, not later than 10:00 a.m. (New York time) on the business day prior to the Closing Time.

(d)In consideration of the Purchaser’s obligations hereunder, the Company shall pay Wells Fargo Securities, LLC (“WFS:”) a structuring and advisory fee in the amount and upon the terms set forth in that certain letter agreement dated as of the date hereof by and among the Company and WFS (the “Structuring and Advisory Fee”). The Company acknowledges no portion of the Structuring and Advisory Fee shall be refundable, including if the Company does not require the Purchaser to purchase all or any portion of the 8,000,000 Shares.

(e)The Purchaser acknowledges that the Company’s declaration of trust prohibits certain transfers of Shares in order to preserve the Company’s status as a REIT under the Code, and that the Company intends to disclose such transfer restrictions in any Registration Statement, Preliminary Prospectus or Prospectus.

Section 4.Covenants of the Company and the Partnership.  Each of the Company and the Partnership covenants with the Purchaser as follows:

(a)For so long as any Shares or Exchange Securities are outstanding and are held by the Purchaser, the Company shall furnish to the Purchaser at the address set forth below (or as otherwise provided to the Company in writing), as soon as available, copies of any report or communication of the Company mailed generally to any holders of its equity securities, except for any such reports or communications available through the Commission’s EDGAR system.

(b)The Company agrees that it shall not make any offer or sale of securities if, as a result of the doctrine of “integration” referred to in Rule 502 under the 1933 Act, such offer or sale would render unavailable (for the purpose of (i) the sale of the Shares by the Company to the Purchaser or (ii) the resale of the Shares by the Purchaser to Subsequent Purchasers) the exemption from the registration requirements of the 1933 Act provided by Section 4(2) thereof, including the provisions of Regulation D under the 1933 Act.

(c)In connection with the sale of the Shares to the Purchaser, from the date hereof to the Closing Date, the Company agrees that such Purchaser and counsel for such Purchaser shall have the right to make reasonable inquiries into the business of the Company, and the Company also agrees to provide answers to such inquiries (to the extent that such information is available or can be acquired and made available without extraordinary effort or expense and to the extent the provision thereof is not prohibited by applicable law).

(d)The Company agrees to take such steps as shall be necessary to ensure that none of the Company, the Partnership or any of the Subsidiaries shall become an “investment company” within the meaning of such term under the 1940 Act.

(e)Any proceeds received by the Company from the sale of any or all of the Shares shall be used by the Company solely in connection with the Company’s consummation of the

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Deluxe Transaction, including to refinance any debt proceeds used to consummate the Deluxe Transaction.

(f)The Company will not, and will cause the Subsidiaries not to, amend the declaration of trust or bylaws of the Company, the articles or certificate of incorporation or bylaws or partnership agreement or operating agreement of any of the Subsidiaries or amend or enter into any contract, lease or other instrument or suffer to exist any judgment, ruling, decree, or order of any court or other governmental agency or body applicable to the Company or any of the Subsidiaries that would prohibit or restrict in any material manner the ability of the Company to redeem the Shares as specified in the Articles Supplementary.

(g)At or prior to the Closing Time, the Partnership will take or cause to be taken all actions necessary to accept the proceeds from the offering as a contribution from the Company and will issue to the Company “mirror” units that have substantially similar economic rights to distributions and in liquidation to those of the Shares.

(h)The Company shall execute the Articles Supplementary and file the same with the SDAT at or prior to the Closing Time.

(i)The Company shall use its best efforts to continue to maintain its qualification as a REIT under the Code unless and until the Company’s Board of Trustees determines prospectively that it is in the best interest of the Company’s common shareholders for the Company not to maintain such qualification.

(j)If the Company has not redeemed all of the outstanding Shares by the Registration Statement Filing Deadline, the Company shall, at its own expense, on or prior to such date, file with the Commission the Registration Statement, including any Preliminary Prospectus and the Prospectus, for use by the holders of the Shares or the Exchange Securities, as selling shareholders, and shall use its commercially reasonable efforts to have the Registration Statement and a companion Form 8-A registration statement, if any, for the Shares or the Exchange Securities declared effective within 90 calendar days after the filing thereof.  The Company will thereafter to keep such registrations continuously effective with respect to the Shares or the Exchange Securities other than (i) Shares or Exchange Securities that have been exchanged or disposed of pursuant to the Registration Statement, (ii) Shares or Exchange Securities that are eligible to be sold pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act without volume limitations or other restrictions on transfer thereunder, including without limitation, paragraphs (c), (e), (f) and (h) of Rule 144 and (iii) Shares or Exchange Securities that have ceased to be outstanding. To the extent they are eligible, the Company shall use its reasonable best efforts to list the Shares or the Exchange Securities on the NYSE commencing upon the effective date of such Form 8-A. At the Purchaser’s election such Registration Statement may be used in connection with an underwritten public offering, managed by one or more underwriters selected by the Purchaser in its sole discretion. In the event that the Purchaser elects to pursue an underwritten public offering, the Company and the Partnership agree to deliver, or cause to be delivered, certificates, opinions, comfort letters and other documentation, in form and substance satisfactory to the Purchaser, that are customary in connection with the closing of underwritten public offerings.

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(k)No later than the effectiveness of any Registration Statement, the Company shall cause the Shares to be eligible for clearance and settlement through the facilities of The Depository Trust Company, and to the extent allowed by applicable law, removal of the legends referred to in Section 2(j) hereof.

(l)(i)If, prior to any redemption by the Company or sale by the Purchaser of all of the Shares purchased by the Purchaser, any event shall have occurred or condition exists as a result of which any Registration Statement, Preliminary Prospectus or Prospectus, in each case as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the case of the Prospectus in the light of the circumstances under which they were made, when such document is delivered, not misleading, or if in the reasonable opinion of counsel for the Purchaser it is otherwise necessary to amend or supplement such Registration Statement, Preliminary Prospectus or Prospectus to comply with applicable law, the Company agrees promptly to prepare (subject to this Section 4(l)), file with the Commission (with respect to any Registration Statement, Preliminary Prospectus or Prospectus) and furnish at its own expense to the Purchaser, such number of copies of amendments or supplements to any Registration Statement, Preliminary Prospectus or Prospectus, as the case may be, as are reasonably requested by the Purchaser containing such information as is necessary so that such Registration Statement, as the case may be, as so amended or supplemented, will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the case of the Prospectus in the light of the circumstances under which they were made, when such document is delivered to a purchaser, not misleading, or so that such document, as amended or supplemented, will comply with applicable law.

(ii)Following the effectiveness of any Registration Statement and for so long as the Shares are outstanding, if, in the judgment of the Purchaser, the Purchaser or any of its Affiliates is required to deliver a prospectus in connection with sales of, or market-making activities with respect to, the Shares or any Exchange Securities, the Company agrees (A) periodically to amend the Registration Statement and Prospectus so that the information contained therein complies with the requirements of Section 10(a) of the 1933 Act, (B) to amend the Registration Statement and Prospectus or the documents incorporated by reference therein when necessary to reflect any material changes in the information provided therein so that the Registration Statement and the Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the case of the Prospectus in the light of the circumstances under which they were made, when the document is so delivered, not misleading and (C) to provide the Purchaser with copies of each amendment or supplement filed and such other documents as the Purchaser may reasonably request.

(iii)The Company and the Partnership hereby expressly acknowledge that the indemnification and contribution provisions of Sections 9 and 10 of this Agreement are specifically applicable and relate to any Registration Statement, Preliminary Prospectus, Prospectus, or any amendment or supplement to any of the foregoing documents prepared pursuant to this Agreement.

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(m)The Company (i) shall cooperate with the Purchaser and counsel for the Purchaser to qualify or register the Shares for sale under (or obtain exemptions from the application of) the Blue Sky or state or other securities laws of those jurisdictions (both domestic and foreign) as may be designated by the Purchaser or its counsel, (ii) shall comply with such laws and (iii) shall continue such qualifications, registrations and exemptions in effect so long as required for the Purchaser’s placement of the Shares to the Subsequent Purchasers; provided, however, that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and provided, further, that the Company may require that offers and sales in one or more jurisdictions must be made through brokers licensed in that jurisdiction. The Company will advise the Purchaser promptly of its knowledge of the suspension of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and, in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible time.

(n)Prior to the redemption by the Company or sale by the Purchaser of all of the Shares purchased by the Purchaser, the Company shall file, on a timely basis, with the Commission and the NYSE all reports and documents required to be filed under Section 13 or 15(d) of the 1934 Act.

(o)If the Company or the Partnership raises capital through the issuance of equity, incurrence of debt, consummation of any other financing transaction, or direct or indirect sale of any asset (excluding any proceeds used to repay any indebtedness secured by such asset) and the Company does not redeem all of the Shares held by the Purchaser or if the Company enters into an agreement, the consummation or completion of which, will result in a “Change of Control” (as defined in the Articles Supplementary), the Registration Statement Filing Deadline shall be accelerated to the date of the completion of such financing, sale or the date of such agreement or action, as the case may be.  For clarity, the phrase “incurrence of debt” as used herein shall not include mortgage debt or advances by the Company or Partnership under their revolving credit facility.

Section 5.Payment of Expenses.

(a)The Company will pay all expenses incident to the performance of its obligations under this Agreement and in connection with the transactions contemplated hereby or by any Registration Statement, Preliminary Prospectus or Prospectus, if applicable, including, without limitation, (i) all expenses incident to the issuance and delivery of the Shares or any Exchange Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Shares or any Exchange Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares or any Exchange Securities to the Purchaser, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all reasonable fees and expenses of counsel to the Purchaser in connection with the initial sale of Shares to the Purchaser and all such fees and expenses incurred subsequent to such time in connection with the transactions contemplated hereby or in any Registration Statement, Preliminary Prospectus or Prospectus, (vi)

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all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of any Registration Statement, Preliminary Prospectus or Prospectus (including, in each case, financial statements), and all amendments and supplements thereto, (vii) all filing fees, attorneys’ fees and expenses reasonably incurred by the Company or the Purchaser in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares or any Exchange Securities for offer and sale or placement, as the case may be, under state Blue Sky or securities laws and, if requested by the Purchaser in connection with any Registration Statement, Preliminary Prospectus or Prospectus, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, and (viii) the fees payable in connection with listing such securities on the NYSE, if applicable.

(b)If this Agreement is terminated by the Purchaser pursuant to Section 7 or Section 13 hereof, or if the sale to the Purchaser of the Shares on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision of this Agreement (including any failure by the Company to specify a Closing Date in accordance with the terms of Section 3(b)), the Company agrees to reimburse the Purchaser upon demand for all reasonable out-of-pocket expenses that shall have been incurred by the Purchaser in connection with the proposed purchase and the offering and sale of the Shares to the Purchaser to have been delivered at such Closing Date, including, but not limited to, fees and disbursements of advisors, travel expenses, postage, facsimile and telephone charges.

Section 6.Appointment of Wells Fargo Investment Holdings, LLC, as Initial Distribution Rate Calculation Agent. The initial Distribution Rate Calculation Agent under the Articles Supplementary for the Company is appointed as follows:

(a)Upon the terms and subject to the conditions set forth in this Section 6, effective from and after the Closing Time, the Company hereby appoints Wells Fargo Investment Holdings, LLC as its Distribution Rate Calculation Agent under the Articles Supplementary (in such capacity, the “Calculation Agent”), and Wells Fargo Investment Holdings, LLC hereby accepts such appointment.

(b)In acting under this Section 6, the Calculation Agent shall be obligated to perform only such duties as are set forth specifically herein and in the Articles Supplementary as duties of the Distribution Rate Calculation Agent. In acting under this Agreement, the Calculation Agent (in its capacity as such) assumes no obligation towards, or any relationship of agency or trust for or with, the holders of the Shares.

(c)The Company shall reimburse the Calculation Agent for all reasonable expenses, disbursements and advances incurred or made by the Calculation Agent in connection with the services rendered by it as Calculation Agent under this Agreement (including reasonable legal fees and expenses) upon receiving an accounting therefor from the Calculation Agent; provided, however, that until the Registration Statement Filing Deadline, the Calculation Agent shall pay its expenses incurred in its role as Calculation Agent.

(d)The Calculation Agent shall incur no liability for, or in respect of, any action taken, omitted to be taken or suffered by it in reliance upon any certificate, affidavit, instruction,

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notice, request, direction, order, statement or other paper, document or communication reasonably believed by it to be genuine and correct. Any certificate, affidavit, instruction, notice, request, direction, order, statement or other paper, document or communication from the Company made or given by it and sent, delivered or directed to the Calculation Agent under, pursuant to or as permitted by any provision of this Agreement shall be sufficient for purposes of this Agreement if such communication is in writing and signed by any officer or employee of the Company. The Calculation Agent may consult with counsel satisfactory to it, and, as to legal matters, the opinion of such counsel shall constitute full and complete authorization and protection of the Calculation Agent with respect to any action taken, omitted to be taken or suffered by it hereunder in good faith and in accordance with and in reliance upon the opinion of such counsel.

(e)The Calculation Agent may act as Calculation Agent and it and its officers, employees and shareholders may become owners of, or acquire any interest in, the Shares, with the same rights as if the Calculation Agent were not the Calculation Agent, and may engage in, or have an interest in, any financial or other transaction with the Company or any of its affiliates as if the Calculation Agent were not the Calculation Agent hereunder.

(f)Wells Fargo Investment Holdings, LLC may at any time terminate its agreement to act as Calculation Agent by giving no less than 90 days’ written notice to the Company (which notice shall specify the date or event upon which such termination is to become effective) unless the Company consents in writing to a shorter time. The Company may terminate its appointment of Wells Fargo Investment Holdings, LLC as Calculation Agent at any time by giving written notice to Wells Fargo Investment Holdings, LLC and specifying the date on which the termination shall become effective; provided, however, that no termination by the Calculation Agent or by the Company shall become effective prior to the date of the appointment of a successor Calculation Agent by the Company as provided in Section 6(g) hereof and the acceptance of such appointment by such successor Calculation Agent. If an instrument of acceptance by a successor Calculation Agent shall not have been delivered to the resigning or terminated Calculation Agent within 30 days after the giving of such notice of resignation and the Company shall not have informed the Calculation Agent that it does not intend to appoint a successor Calculation Agent, the resigning Calculation Agent may petition any court of competent jurisdiction for the appointment of a successor Calculation Agent. Upon termination by either party pursuant to the provisions of this Section 6(f), the Calculation Agent with respect to which this Agreement has been terminated shall be entitled to the reimbursement of all reasonable expenses, disbursements and advances incurred or made by it in connection with the services rendered by it hereunder, as provided in Section 6(c) hereof.

(g)Any successor Calculation Agent appointed by the Company shall execute and deliver to the existing Calculation Agent and to the Company an instrument accepting such appointment, and thereupon such successor Calculation Agent shall, without any further act or instrument, become vested with all the rights, immunities, duties and obligations of the Calculation Agent, with like effect as if originally named as Calculation Agent hereunder, and the predecessor Calculation Agent shall thereupon be obligated to transfer and deliver, and such successor Calculation Agent shall be entitled to receive and accept, copies of any

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available records maintained by the Calculation Agent in connection with the performance of its obligations hereunder.

(h)The Company shall indemnify and hold harmless the Calculation Agent and its affiliates and their respective officers and employees from and against all actions claims, damages, liabilities, losses and expenses (including reasonable legal fees and expenses) relating to or arising out of actions or omissions in its capacity as Calculation Agent, except actions, claims, damages, liabilities, losses and expenses caused by the gross negligence or willful misconduct of the Calculation Agent or its officers or employees. The indemnification provided by this Section 6(h) shall survive the redemption, exchange or sale of the Shares and the termination of this Agreement. The Company will not be liable for any settlement of any action or claim effected without its written consent.

(i)Any corporation into which the Calculation Agent may be merged, converted or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent may be a party, or any corporation to which the Calculation Agent may sell or otherwise transfer all or substantially all of its corporate trust business shall, to the extent permitted by applicable law, become the Calculation Agent under this Agreement without the execution of any document or any further act by the parties hereto.

(j)In no event shall the Calculation Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Calculation Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 7.Conditions of the Purchaser’s Obligations. The obligations of the Purchaser hereunder are subject to the accuracy of the representations and warranties of the Company herein included, to the performance by the Company and the Partnership of their respective obligations hereunder, and to the following further conditions:

(a)At the Closing Time, the Purchaser shall have received the favorable opinion dated as of such Closing Date, of Pepper Hamilton LLP, counsel for the Company and the Partnership, in such form and substance reasonably satisfactory to the Purchaser.

(b)At the Closing Time, (1) there shall not have been, since the respective dates as of which information is given in the SEC Filings, any Material Adverse Change from that set forth in the SEC Filings, (2) no proceedings shall be pending or, to the knowledge of the Company or the Partnership, threatened against the Company, the Partnership, or any Subsidiary before or by any Federal, state, or other commission, board, or administrative agency wherein an unfavorable decision, ruling, or finding would reasonably be expected to result in any Material Adverse Change other than as set forth in the SEC Filings, (3) the representations and warranties set forth in Section 1 hereof shall be accurate as though expressly made at and as of such Closing Time; and (4) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such Closing Time. The Purchaser shall have received, at the Closing Time, a certificate executed by the President or Chief Executive Officer and the Chief Financial Officer of the Company, dated as of the Closing Date, evidencing compliance with the provisions of this subsection (b) and additionally stating that the conditions precedent set forth in this Section 7 have been satisfied.

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(c)The First Deluxe Closing shall have been consummated, or shall be consummated substantially concurrently with the Closing Date.

(d)Any request for additional information on the part of the staff of the Commission or any state securities authorities regarding the Shares, any Exchange Securities or the transactions contemplated by this Agreement or any Registration Statement shall have been complied with to the satisfaction of the staff of the Commission or such authorities.

(e)The Company shall provide a list of the jurisdictions in which the Company and each Subsidiary set forth on Schedule I hereto is qualified or registered as a foreign corporation, partnership, limited liability company or other entity, as applicable (the “Foreign Qualification Schedule”).

(f)Prior to the Closing Time, counsel for the Purchaser shall have been furnished with such documents and opinions as it may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Shares or Exchange Securities as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein included; and all proceedings taken by the Company or the Partnership that are necessary in connection with the issuance and sale of the Shares shall be reasonably satisfactory in form and substance to the Purchaser and its counsel.

(g)At the Closing Time, no event shall have occurred that shall constitute a “Material Adverse Change” as defined in the Deluxe Acquisition Agreement.

If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchaser by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party, except that the indemnity and contribution agreements set forth in Section 6(h), Section 9 and Section 10 hereof, the provisions concerning payment of expenses under Section 5 hereof and the provisions relating to governing law shall remain in effect.

Section 8.Offer, Sale and Resale Procedures. Prior to the effectiveness of any Registration Statement, the Purchaser and the Company hereby establish and agree to observe the following procedures in connection with any offer and sale of the Shares in accordance with applicable laws:

(a)Offers and sales of the Shares will be made only by the Purchaser or Affiliates thereof qualified or registered to do so in the jurisdictions in which such offers or sales are made.

(b)Each such offer or sale shall be made only in compliance with applicable federal and state securities laws:

(c)The Shares will be offered by approaching prospective Subsequent Purchasers on an individual basis. No general solicitation or general advertising (within the meaning of Rule 502(c) under the 1933 Act) will be used in connection with the offering of the Shares.

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(d)Following the sale of the Shares by the Purchaser to Subsequent Purchasers pursuant to the terms of this Agreement, the Purchaser shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the 1933 Act, arising from or relating to any subsequent resale or transfer of any Shares other than by the Purchaser.

Section 9.Indemnification.

(a)The Company and the Partnership agree to indemnify and hold harmless the Purchaser and each person, if any, who controls the Purchaser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all losses, claims, damages, or liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Preliminary Prospectus or Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto, including pursuant to Section 4(p) hereof), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon information made in reliance upon and in conformity with information furnished in writing to the Company by the Purchaser expressly for inclusion in any Registration Statement, Preliminary Prospectus or Prospectus.

(b)The Purchaser agrees to indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to the Purchaser, but only with reference to information made in reliance upon and in conformity with information furnished in writing to the Company by the Purchaser expressly for inclusion in any Registration Statement, Preliminary Prospectus or Prospectus. Notwithstanding the foregoing, in no event shall the Purchaser be liable or responsible for any amount in excess of the fees specified in Section 3(d) hereof actually received by such Purchaser in connection with the purchase of the Shares pursuant to this Agreement.

(c)In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to paragraph (a) or (b) of this Section 9, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same

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counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Purchaser, in the case of parties indemnified pursuant to paragraph (a) of this Section, and by the Company, in the case of parties indemnified pursuant to paragraph (b) of this Section. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Section 10.Contribution.

(a)If the indemnification provided for in Section 9 hereof is unavailable to an indemnified party or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Purchaser on the other hand from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Purchaser on the other hand in connection with the matters that resulted in such losses, claims, damages, or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Purchaser on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds from the sale of the Shares to the Purchaser (before deducting expenses other than fees payable pursuant to Section 3(d) hereof) received by the Company and the total fees actually received by the Purchaser pursuant to Section 3(d) of the Agreement bear to the aggregate sales price of the Shares. In the case of an untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, the relative fault of the Company on the one hand and of the Purchaser on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement or the omission or alleged omission relates to information supplied by the Company or by the Purchaser and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(b)The Company and the Purchaser agree that it would not be just or equitable if contribution pursuant to this Section 10 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in

28

paragraph (a) of this Section 10. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, and liabilities referred to in paragraph (a) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 10, in no event shall the Purchaser be required to contribute any amount in excess of the fees, specified in Section 3(b) hereof, received by the Purchaser in connection with the purchase of the Shares pursuant to this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(c)The remedies provided for in this Section 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(d)The indemnity and contribution provisions contained in this Section 10 and the representations and warranties of the Company and the Partnership contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Purchaser or any person controlling the Purchaser or by or on behalf of the Company or its officers or trustees or any person controlling the Company, and (iii) acceptance of and payment for any of the Shares.

Section 11.Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements included in this Agreement, or included in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Purchaser or any person controlling the Purchaser, or by or on behalf of the Company, and shall survive delivery of and payment for the Shares.

Section 12.Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Purchaser shall be directed to Wells Fargo Investment Holdings, LLC, 301 S. College Street, Charlotte, North Carolina 28288, Attention: Transaction Management (email: TMGCapitalMarkets@wellsfargo.com), with a copy to Alston Bird LLP, 1201 West Peachtree Street, Atlanta, Georgia, 30309, Attention: Lesley H. Solomon (telecopy: (404) 253-8384); and notices to the Company shall be directed to it at 460 E. Swedesford Road, Suite 3000, Wayne, Pennsylvania 19087; Attention: Chief Legal Officer (telephone: (610) 293-5700; telecopy: (610) 293-5720, with a copy to Pepper Hamilton LLP, 3000 Two Logan Square, Philadelphia, Pennsylvania 19103, Attention: Michael H. Friedman (telecopy: (215) 981-4750).

Section 13.Termination of Purchaser’s Obligation to Purchase Shares;  Termination of Agreement. In the event that at any time subsequent to the date hereof the Company or the Partnership raises capital with an aggregate amount of $500 million or more through the issuance of equity, incurrence of debt, or direct or indirect sale of any asset (excluding any proceeds used to repay any indebtedness secured by such asset), Purchaser shall have no obligation to purchase any Shares hereunder. In addition, if at any time subsequent to

29

the date hereof the Deluxe Acquisition Agreement shall be terminated pursuant to its terms prior to the Closing Date, this Agreement (including any supplemental agreement in relation hereto) shall terminate immediately, except as provided in Section 5 and except that Sections 1, 9, 10, 11 and 15 shall survive any such termination and remain in full force and effect.  For clarity, the phrase “incurrence of debt” as used herein shall not include mortgage debt or advances by the Company or Partnership under their revolving credit facility.

Section 14.Parties. This Agreement shall inure to the benefit of and be binding upon the Purchaser, the Company and the Partnership and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than those referred to in Sections 9 and 10 hereof and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons and officers, trustees and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Shares from the Purchaser shall be deemed to be a successor by reason merely of such purchase.

Section 15.Governing Law and Time. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time.

Section 16.Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 17.Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement among you and the Company and the Partnership in accordance with its terms.

Very truly yours,
CUBESMART
By:	/s/ Jeffrey P. Foster
Name: Jeffrey P. Foster
Title: Senior Vice President, Chief Legal Officer & Secretary
CUBESMART, L.P.
By: CUBESMART, its General Partner
By:	/s/ Jeffrey P. Foster
Name: Jeffrey P. Foster
Title: Senior Vice President, Chief Legal Officer & Secretary

Accepted as of the date hereof:

WELLS FARGO INVESTMENT HOLDINGS, LLC
By:	/s/ Teresa Hee
Name: Teresa Hee
Title: Managing Director

SCHEDULE I

List of Subsidiaries

Name	Jurisdiction of Organization	Percentage Ownership		Significant Subsidiary (Y/N)
CubeSmart, L.P. (formerly known as U-Store-It, L.P.)	Delaware	95.4	%	Y
Acquiport/Amsdell III, LLC	Delaware	100	%	N
Acquiport/Amsdell IV, LLC	Delaware	100	%	N
Acquiport/Amsdell VI, LLC	Delaware	100	%	N
Lantana Property Owner’s Association, Inc.	Florida	100	%	N
U-Store-It Development LLC	Delaware	100	%	N
CubeSmart TRS, Inc.	Ohio	100	%	Y
U-Store-It Trust Luxembourg S.ar.l.	Luxembourg	100	%	N
USI II, LLC	Delaware	100	%	N
USI Overseas Development Holding L.P.	Delaware	100	%	N
USI Overseas Development LLC	Delaware	100	%	N
USIFB LP	London	100	%	N
USIFB LLP (Joint Venture)	London	97	%	N
YASKY LLC	Delaware	100	%	N
YSI I LLC	Delaware	100	%	N
YSI II LLC	Delaware	100	%	N
YSI III LLC	Delaware	100	%	N
YSI IV LLC	Delaware	100	%	N
YSI IX GP LLC	Delaware	100	%	N
YSI IX LP	Delaware	100	%	N
YSI IX LP LLC	Delaware	100	%	N
CubeSmart Management LLC (formerly known as YSI Management LLC)	Delaware	100	%	Y
YSI V LLC	Delaware	100	%	N
YSI VI LLC	Delaware	100	%	N
YSI VII GP LLC	Delaware	100	%	N
YSI VII LP	Delaware	100	%	N
YSI VII LP LLC	Delaware	100	%	N
YSI VIII GP LLC	Delaware	100	%	N
YSI VIII LP	Delaware	100	%	N
YSI VIII LP LLC	Delaware	100	%	N
YSI X GP LLC	Delaware	100	%	N
YSI X LP	Delaware	100	%	N
YSI X LP LLC	Delaware	100	%	N
YSI XI GP LLC	Delaware	100	%	N
YSI XI LP	Delaware	100	%	N
YSI XI LP LLC	Delaware	100	%	N
YSI XII GP LLC	Delaware	100	%	N
YSI XII LP	Delaware	100	%	N
YSI XII LP LLC	Delaware	100	%	N
YSI XIII GP LLC	Delaware	100	%	N
YSI XIII LP	Delaware	100	%	N
YSI XIII LP LLC	Delaware	100	%	N
YSI XIV GP LLC	Delaware	100	%	N
YSI XIV LP	Delaware	100	%	N

Name	Jurisdiction of Organization	Percentage Ownership		Significant Subsidiary (Y/N)
YSI XIV LP LLC	Delaware	100	%	N
YSI XV LLC	Delaware	100	%	N
YSI XVI LLC	Delaware	100	%	N
YSI XVII GP LLC	Delaware	100	%	N
YSI XVII LP	Delaware	100	%	N
YSI XVII LP LLC	Delaware	100	%	N
YSI XX GP LLC	Delaware	100	%	N
YSI XX LP	Delaware	100	%	N
YSI XX LP LLC	Delaware	100	%	N
YSI XXI LLC	Delaware	100	%	N
YSI XXIII LLC	Delaware	100	%	N
YSI XXIV GP LLC	Delaware	100	%	N
YSI XXIV LP LLC	Delaware	100	%	N
YSI XXIX GP LLC	Delaware	100	%	N
YSI XXIX LP	Delaware	100	%	N
YSI XXIX LP LLC	Delaware	100	%	N
YSI XXV GP LLC	Delaware	100	%	N
YSI XXV LP	Delaware	100	%	N
YSI XXV LP LLC	Delaware	100	%	N
YSI XXVI GP LLC	Delaware	100	%	N
YSI XXVI LP	Delaware	100	%	N
YSI XXVI LP LLC	Delaware	100	%	N
YSI XXVII GP LLC	Delaware	100	%	N
YSI XXVII LP	Delaware	100	%	N
YSI XXVII LP LLC	Delaware	100	%	N
YSI XXVIII GP LLC	Delaware	100	%	N
YSI XXVIII LP	Delaware	100	%	N
YSI XXVIII LP LLC	Delaware	100	%	N
YSI XXX LLC	Delaware	100	%	N
YSI XXXI LLC	Delaware	100	%	N
YSI XXXII LLC	Delaware	100	%	N
YSI XXXIII LLC	Delaware	100	%	N
YSI XXXIIIA LLC	Delaware	100	%	N
YSI XXXIV LLC	Delaware	100	%	N
YSI XXXV LLC	Delaware	100	%	N
YSI XXXVII LLC	Delaware	100	%	N
YSI XXXVIII LLC	Delaware	100	%	N
YSI XXXIX LLC	Delaware	100	%	N
YSI XXXX LLC	Delaware	100	%	N
YSI XXXXI LLC	Delaware	100	%	N
YSI XXXXII LLC	Delaware	100	%	N
YSI XXXXIII LLC	Delaware	100	%	N
YSI XXXXIV LLC	Delaware	100	%	N
YSI XXXXV LLC	Delaware	100	%	N
YSI XXXXVI LLC	Delaware	100	%	N
YSI XXXXVII LLC	Delaware	100	%	N
YSI XXXXVIII LLC	Delaware	100	%	N
YSI XLIX LLC	Delaware	100	%	N
YSI L LLC	Delaware	100	%	N
YSI Venture LP LLC	Delaware	100	%	N
YSI Venture GP LLC	Delaware	100	%	N
YSI-HART Limited Partnership (Joint Venture)	Delaware	50	%	N

Name	Jurisdiction of Organization	Percentage Ownership		Significant Subsidiary (Y/N)
YSI HART TRS, Inc.	Ohio	100	%	N
CubeSmart Asset Management, LLC (formerly known as Storage Asset Management, LLC)	Delaware	100	%	N
Property Guard, LLC	Delaware	100	%	N
YSI Burke Lake, LLC	Delaware	100	%	N
CS Venture I, LLC	Delaware	100	%	N
United HSRE I, L.P. (Joint Venture)	Delaware	50	%	N

EX-99.1

Exhibit 99.1

CubeSmart Announces Pricing of 2,800,000 Shares of 7.75% Series A Cumulative Redeemable Preferred Shares

Wayne, PA — October 28, 2011 — CubeSmart (‘the “Company”) (NYSE: CUBE), a self-administered and self-managed real estate investment trust focused on self-storage facilities, today announced the pricing of an underwritten public offering of 2,800,000 shares of its newly issued 7.75% Series A Cumulative Redeemable Preferred Shares at a price of $25.00 per share for net proceeds of approximately $67.5 million, after deducting the underwriting discount and other estimated offering expenses payable by the Company.  The offering is expected to close on November 2, 2011.  The Company has granted the underwriters of the offering a 30-day option to purchase up to an additional 420,000 Series A Cumulative Redeemable Preferred Shares to cover over-allotments, if any. The Company offered and sold the shares pursuant to an effective registration statement under the Securities Act of 1933.

The Company has filed an application to list the Series A Cumulative Redeemable Preferred Shares on the New York Stock Exchange under the symbol “CUBEPrA.”

CubeSmart expects to use the net proceeds of the offering to fund a portion of the purchase price for its recently announced acquisition of 22 self-storage facilities from Storage Deluxe and for general corporate purposes.

Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as joint book-running managers for the offering.  Morgan Keegan & Company, Inc., Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Incorporated acted as co-managers for the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the offered shares, nor shall there be any sale of such shares in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction. The offering of CubeSmart’s Series A Cumulative Redeemable Preferred Shares will be made only by means of a prospectus and a related prospectus supplement, copies of which, when available, may be obtained by contacting Wells Fargo Securities, LLC, Attn: Capital Markets Client Support, 1525 West W.T. Harris Blvd., NC0675, Charlotte, North Carolina 28262, at 1-800-326-5897 or e-mail a request to cmclientsupport@wellsfargo.com, or Merrill Lynch, Pierce, Fenner & Smith Incorporated, 100 West 33rd Street, 3rd Floor, New York, NY  10001, Attn: Syndicate Operations or email dg.prospectus_requests@baml.com.

About the Company

CubeSmart is a self-administered and self-managed real estate investment trust.  CubeSmart owns or manages 456 facilities across the United States and operates the CubeSmart Network, which consists of approximately 838 additional self-storage facilities.

Forward-Looking Statements

Although the Company believes the expectations reflected in any forward-looking statements in this press release are based on reasonable assumptions, there can be no assurance that such expectations will be achieved. For example, the fact that this offering has priced may imply that this offering will close, but the closing is subject to conditions customary in transactions of this type and may be delayed or may not occur at all. You should not rely on our forward-looking statements because the matters they describe are subject to known and unknown risks and uncertainties that could cause the Company’s future results, performance, or achievements to differ significantly from the results, performance, or achievements expressed or implied by such statements. Such risks are set forth under the captions “Item 1A. Risk Factors” and “Forward-Looking Statements” in our annual report on Form 10-K and under the caption “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” (or similar captions) in our quarterly reports on Form 10-Q, and described from time to time in the Company’s filings with the SEC. For forward-looking statements herein, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

Company Contact:

CubeSmart

Timothy M. Martin

Chief Financial Officer

(610) 293-5700