SmartStop Self Storage REIT, Inc. (OTCPK:STSF.F) executed a term sheet to acquire Strategic Storage Growth Trust II, Inc. (SSGT II) from SS Growth Advisor II, Inc. and others in a transaction valued at $280 million on January 20, 2022. SmartStop Self Storage REIT, Inc. entered into a definitive agreement to acquire Strategic Storage Growth Trust II, Inc. on February 24, 2022. According to the agreement, each share of SSGT II's common stock will be converted into the right to receive 0.9118 shares of SmartStop's class A common stock, subject to the treatment of fractional shares. During the period beginning on the date of the Merger Agreement and continuing until on march 26, 2022, (the “Go Shop Period End Time”), SSGT II (through the SSGT II Board and its representatives) may initiate, solicit, provide information and enter into discussions concerning proposals relating to alternative Acquisition Proposals (as defined in the Merger Agreement) (the “Go Shop”). In connection with the termination of the merger agreement and SSGT II's entry into an alternative transaction with respect to a superior proposal, as well as under other specified circumstances, SSGT II will be required to pay to SmartStop a termination payment of $2.6 million in the event of termination arising out of the Go Shop, or $5.2 million in the event of termination under certain other circumstances. Closing is subject to approval of shareholders of SSGT II and SmartStop and is also subject to other customary conditions. The board of directors of SmartStop and the board of directors of SSGT II have unanimously approved the Merger. The SmartStop Special Committee is comprised entirely of independent directors of the Company. SmartStop shareholders meeting will be held on June 15, 2022. The transaction is expected to close in the first half of 2022. As of April 1, 2022, the Merger is expected to close during the second quarter of 2022.

Michael K. Rafter and Erin Reeves McGinnis of Nelson Mullins Riley & Scarborough LLP acted as legal advisors to Smartstop. Richard F. Mattern, Oscar L. Thomas and Taylor K. Wirth of Bass, Berry & Sims PLC acted as legal advisors to SSGT II. Robert A. Stanger & Company, Inc. acted as financial advisor and Venable LLP acted as legal counsel to SmartStop's special committee, while Nelson Mullins Riley & Scarborough LLP acted as legal counsel to SmartStop.Kevin Kreshover, David Gordon of KeyBanc Capital Markets Inc. acted as financial advisor and Bass, Berry & Sims PLC and Shapiro Sher Guinot & Sandler, P.A. acted as legal counsel to the board of directors of SSGT II. In connection with the merger transaction, SmartStop Self Storage REIT, Inc. paid fee equal to $150,000 to Strategic Transfer Agent Services, LLC. KeyBanc Capital Markets Inc. acted as fairness opinion provider to SSGT II Board. Alamo Direct Mail Services, Inc. acted as proxy solicitor to SSGT II for a fee of approximately $37,000.

SmartStop Self Storage REIT, Inc. (OTCPK:STSF.F) completed the acquisition of Strategic Storage Growth Trust II, Inc. (SSGT II) from SS Growth Advisor II, Inc. and others on June 1, 2022.